<PAGE>

                                                                    Exhibit 4.12








                            ALAMOSA (DELAWARE), INC.

                         13(5/8)% Senior Notes due 2011




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



                                    INDENTURE



                           Dated as of August 15, 2001




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





                        WELLS FARGO BANK MINNESOTA, N.A.,

                                     Trustee



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



<PAGE>


                                TABLE OF CONTENTS

                                                                          Page
                                                                          ----

                                    ARTICLE I

                   Definitions and Incorporation by Reference

SECTION 1.01.  Definitions...................................................1
SECTION 1.02.  Other Definitions............................................29
SECTION 1.03.  Incorporation by Reference of Trust Indenture Act............30
SECTION 1.04.  Rules of Construction........................................31


                                   ARTICLE II

                                 The Securities

SECTION 2.01.  Form and Dating..............................................31
SECTION 2.02.  Execution and Authentication.................................32
SECTION 2.03.  Registrar and Paying Agent...................................32
SECTION 2.04.  Paying Agent To Hold Money in Trust..........................33
SECTION 2.05.  Securityholder Lists.........................................33
SECTION 2.06.  Replacement Securities.......................................33
SECTION 2.07.  Outstanding Securities.......................................33
SECTION 2.08.  Temporary Securities.........................................34
SECTION 2.09.  Cancelation..................................................34
SECTION 2.10.  Defaulted Interest...........................................34
SECTION 2.11.  CUSIP Numbers................................................34


                                   ARTICLE III

                                   Redemption

SECTION 3.01.  Notices to Trustee...........................................35
SECTION 3.02.  Selection of Securities To Be Redeemed.......................35
SECTION 3.03.  Notice of Redemption.........................................35
SECTION 3.04.  Effect of Notice of Redemption...............................36
SECTION 3.05.  Deposit of Redemption Price..................................36
SECTION 3.06.  Securities Redeemed in Part..................................36


                                   ARTICLE IV

                                    Covenants

SECTION 4.01.  Payment of Securities........................................37
SECTION 4.02.  SEC Reports..................................................37
SECTION 4.03.  Limitation on Debt...........................................37
SECTION 4.04.  Limitation on Restricted Payments............................40
SECTION 4.05.  Limitation on Liens..........................................43



                                        i

<PAGE>

SECTION 4.06.  Limitation on Issuance or Sale of Capital Stock of
                    Restricted Subsidiaries.................................43
SECTION 4.07.  Limitation on Asset Sales....................................44
SECTION 4.08.  Limitation on Restrictions on Distributions from
                    Restricted Subsidiaries.................................48
SECTION 4.09.  Limitation on Transactions with Affiliates...................49
SECTION 4.10.  Limitation on Layered Debt...................................51
SECTION 4.11.  Designation of Restricted and Unrestricted Subsidiaries......51
SECTION 4.12.  Limitation on Sale and Leaseback Transactions................52
SECTION 4.13.  Limitation on Company's Business.............................53
SECTION 4.14.  Change of Control............................................53
SECTION 4.15.  Future Subsidiary Guarantors.................................55
SECTION 4.16.  Compliance Certificate.......................................55
SECTION 4.17.  Further Instruments and Acts.................................55


                                    ARTICLE V

                                Successor Company

SECTION 5.01.  When Company May Merge or Transfer Assets....................55
SECTION 5.02.  When a Subsidiary Guarantor May Merge or Transfer Assets.....56


                                   ARTICLE VI

                              Defaults and Remedies

SECTION 6.01.  Events of Default............................................58
SECTION 6.02.  Acceleration.................................................60
SECTION 6.03.  Other Remedies...............................................60
SECTION 6.04.  Waiver of Past Defaults......................................61
SECTION 6.05.  Control by Majority..........................................61
SECTION 6.06.  Limitation on Suits..........................................61
SECTION 6.07.  Rights of Holders To Receive Payment.........................62
SECTION 6.08.  Collection Suit by Trustee...................................62
SECTION 6.09.  Trustee May File Proofs of Claim.............................62
SECTION 6.10.  Priorities...................................................62
SECTION 6.11.  Undertaking for Costs........................................63
SECTION 6.12.  Waiver of Stay or Extension Laws.............................63


                                   ARTICLE VII

                                     Trustee

SECTION 7.01.  Duties of Trustee............................................63
SECTION 7.02.  Rights of Trustee............................................64
SECTION 7.03.  Individual Rights of Trustee.................................65
SECTION 7.04.  Trustee's Disclaimer.........................................65
SECTION 7.05.  Notice of Defaults...........................................65
SECTION 7.06.  Reports by Trustee to Holders................................66



                                       ii

<PAGE>

SECTION 7.07.  Compensation and Indemnity...................................66
SECTION 7.08.  Replacement of Trustee.......................................67
SECTION 7.09.  Successor Trustee by Merger..................................68
SECTION 7.10.  Eligibility; Disqualification................................68
SECTION 7.11.  Preferential Collection of Claims Against Company............68


                                  ARTICLE VIII

                       Discharge of Indenture; Defeasance

SECTION 8.01.  Discharge of Liability on Securities; Defeasance.............69
SECTION 8.02.  Conditions to Defeasance.....................................70
SECTION 8.03.  Application of Trust Money...................................71
SECTION 8.04.  Repayment to Company.........................................71
SECTION 8.05.  Indemnity for Government Obligations.........................71
SECTION 8.06.  Reinstatement................................................71


                                   ARTICLE IX

                                   Amendments

SECTION 9.01.  Without Consent of Holders...................................72
SECTION 9.02.  With Consent of Holders......................................73
SECTION 9.03.  Compliance with Trust Indenture Act..........................74
SECTION 9.04.  Revocation and Effect of Consents and Waivers................74
SECTION 9.05.  Notation on or Exchange of Securities........................75
SECTION 9.06.  Trustee To Sign Amendments...................................75
SECTION 9.07.  Payment for Consent..........................................75


                                    ARTICLE X

                              Subsidiary Guarantees

SECTION 10.01.  Subsidiary Guarantees.......................................75
SECTION 10.02.  Contribution................................................77
SECTION 10.03.  Successors and Assigns......................................78
SECTION 10.04.  No Waiver...................................................78
SECTION 10.05.  Modification................................................78
SECTION 10.06.  Execution of Supplemental Indenture for Future
                     Subsidiary Guarantors..................................78


                                   ARTICLE XI

                     Subordination of Subsidiary Guarantees

SECTION 11.01.  Agreement To Subordinate....................................79
SECTION 11.02.  Liquidation, Dissolution, Bankruptcy........................79



                                       iii

<PAGE>

SECTION 11.03.  Default on Designated Senior Debt of Subsidiary Guarantor...80
SECTION 11.04.  Demand for Payment..........................................80
SECTION 11.05.  When Distribution Must Be Paid Over.........................81
SECTION 11.06.  Subrogation.................................................81
SECTION 11.07.  Relative Rights.............................................81
SECTION 11.08.  Subordination May Not Be Impaired by Subsidiary Guarantor...81
SECTION 11.09.  Rights of Trustee and Paying Agent..........................81
SECTION 11.10.  Distribution or Notice to Representative....................82
SECTION 11.11.  Article XI Not To Prevent Events of Default Under a
                     Subsidiary Guaranty or Limit Right To Demand Payment...82
SECTION 11.12.  Trustee Entitled To Rely....................................82
SECTION 11.13.  Trustee To Effectuate Subordination.........................83
SECTION 11.14.  Trustee Not Fiduciary for Holders of Designated Senior
                     Debt of Subsidiary Guarantor...........................83
SECTION 11.15.  Reliance by Holders of Designated Senior
                     Debt on Subordination Provisions.......................83


                                   ARTICLE XII

                                  Miscellaneous

SECTION 12.01.  Trust Indenture Act Controls................................84
SECTION 12.02.  Notices.....................................................84
SECTION 12.03.  Communication by Holders with Other Holders.................85
SECTION 12.04.  Certificate and Opinion as to Conditions Precedent..........85
SECTION 12.05.  Statements Required in Certificate or Opinion...............85
SECTION 12.06.  When Securities Disregarded.................................85
SECTION 12.07.  Rules by Trustee, Paying Agent and Registrar................86
SECTION 12.08.  Legal Holidays..............................................86
SECTION 12.09.  Governing Law...............................................86
SECTION 12.10.  No Recourse Against Others..................................86
SECTION 12.11.  Successors..................................................86
SECTION 12.12.  Multiple Originals..........................................86
SECTION 12.13.  Table of Contents; Headings.................................86


Appendix A      Provisions Relating to Securities
Exhibit A       Form of Security
Exhibit B       Form of New Security
Exhibit C       Form of Transferee Letter of Representation




                                       iv

<PAGE>

                              CROSS-REFERENCE TABLE

  TIA                                                                 Indenture
Section                                                                Section
                                                                       -------

310 (a)(1)...............................................................7.10
    (a)(2)...............................................................7.10
    (a)(3)...............................................................N.A.
    (a)(4)...............................................................N.A.
    (b)   ...............................................................7.08;
                                                                         7.10
    (c)   ...............................................................N.A.
311 (a)   ...............................................................7.11
    (b)   ...............................................................7.11
    (c)   ...............................................................N.A.
312 (a)   ...............................................................2.05
    (b)   ...............................................................12.03
    (c)   ...............................................................12.03
313 (a)   ...............................................................7.06
    (b)(1)...............................................................N.A.
    (b)(2)...............................................................7.06
    (c)   ...............................................................12.02
    (d)   ...............................................................7.06
314 (a)   ...............................................................4.02;
                                                                         4.16;
                                                                         12.02
    (b)   ...............................................................N.A.
    (c)(1)...............................................................12.04
    (c)(2).............................................................. 12.04
    (c)(3)...............................................................N.A.
    (d)   ...............................................................N.A.
    (e)   ...............................................................12.05
    (f)   ...............................................................4.16
315 (a)   ...............................................................7.01
    (b)   ...............................................................7.05;
                                                                         12.02
    (c)   ...............................................................7.01
    (d)   ...............................................................7.01
    (e)   ...............................................................6.11
316 (a)
    (last
sentence) ...............................................................12.06
    (a)(1)(A)............................................................6.05
    (a)(1)(B)............................................................6.04
    (a)(2)...............................................................N.A.
    (b)   ...............................................................6.07
317 (a)(1)...............................................................6.08
    (a)(2)...............................................................6.09
    (b)   ...............................................................2.04
318 (a) .................................................................12.01

                           N.A. Means Not Applicable.

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



                                        v

<PAGE>


                                    INDENTURE dated as of August 15, 2001,




                           among, Alamosa (Delaware), Inc. a Delaware
                           corporation (the "Company"), the Subsidiary
                           Guarantors party hereto (collectively, the
                           "Subsidiary Guarantors") and Wells Fargo Bank
                           Minnesota, N.A., a national banking association, as
                           Trustee (the "Trustee").


                  The Company has duly authorized the creation of an issue of
13(5/8)% Senior Notes due 2011 and, to provide therefor, the Company has duly
authorized the execution and delivery of this Indenture. Each party agrees as
follows for the benefit of the other parties and for the equal and ratable
benefit of the Holders of the Securities (as defined):


                                    ARTICLE I

                   Definitions and Incorporation by Reference


                  SECTION 1.01. Definitions.

                  "Additional Assets" means:

                  (a) any Property (other than cash, cash equivalents and
         securities) to be owned by the Company or any Restricted Subsidiary and
         used in a Telecommunications Business; or

                  (b) Capital Stock of a Person that becomes a Restricted
         Subsidiary as a result of the acquisition of such Capital Stock by the
         Company or another Restricted Subsidiary from any Person other than the
         Company or an Affiliate of the Company; provided, however, that, in the
         case of this clause (b), such Restricted Subsidiary is primarily
         engaged in a Telecommunications Business.

                  "Affiliate" of any specified Person means:

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

                  (b) any other Person who is a director or officer of:

                           (1) such specified Person,

                           (2) any Subsidiary of such specified Person, or

                           (3) any Person described in clause (a) above.

For the purposes of this definition, "control" when used with respect to any
Person means the power to direct the management and policies of such Person,
directly or indirectly, whether

<PAGE>

                                                                               2


through the ownership of voting securities, by contract or otherwise; and the
terms "controlling" and "controlled" have meanings correlative to the foregoing.
For purposes of Sections 4.07 and 4.09 and the definition of "Additional Assets"
only, "Affiliate" shall also mean any beneficial owner of shares representing
10% or more of the total voting power of the Voting Stock (on a fully diluted
basis) of the Company or of rights or warrants to purchase such Voting Stock
(whether or not currently exercisable) and any Person who would be an Affiliate
of any such beneficial owner pursuant to the first sentence hereof.

                  "Annualized Pro Forma EBITDA" means, as of any date of
determination, the product of Pro Forma EBITDA for the Company's two most
recently completed fiscal quarters for which financial statements are available
prior to such determination date multiplied by two.

                  "Asset Sale" means any sale, lease, transfer, issuance or
other disposition (or series of related sales, leases, transfers, issuances or
dispositions) by the Company or any Restricted Subsidiary, including any
disposition by means of a merger, consolidation or similar transaction (each
referred to for the purposes of this definition as a "disposition"), of:

                  (a) any shares of Capital Stock of a Restricted Subsidiary
         (other than directors' qualifying shares), or

                  (b) any other assets of the Company or any Restricted
         Subsidiary outside of the ordinary course of business of the Company or
         such Restricted Subsidiary,

other than, in the case of clause (a) or (b) above,

                  (1) any disposition by a Restricted Subsidiary to the Company
         or by the Company or a Restricted Subsidiary to a Wholly Owned
         Restricted Subsidiary,

                  (2) any disposition that constitutes a Permitted Investment or
         Restricted Payment permitted by Section 4.04,

                  (3) any disposition effected in compliance with Section 5.01,
         and

                  (4) disposition of assets having an aggregate Fair Market
         Value, and for which the aggregate consideration received by the
         Company and its Restricted Subsidiaries, is equal to, $1 million or
         less in any 12-month period.

                  "Attributable Debt" in respect of a Sale and Leaseback
Transaction means, at any date of determination,

                  (a) if such Sale and Leaseback Transaction is a Capital Lease
         Obligation, the amount of Debt represented thereby according to the
         definition of "Capital Lease Obligation", and


<PAGE>

                                                                               3


                  (b) in all other instances, the present value (discounted at
         the interest rate borne by the Securities, compounded annually) of the
         total obligations of the lessee for 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).

                  "Average Life" means, as of any date of determination, with
respect to any Debt or Preferred Stock, the quotient obtained by dividing:

                  (a) the sum of the product of the numbers of years (rounded to
         the nearest one-twelfth of one year) from the date of determination to
         the dates of each successive scheduled principal payment of such Debt
         or redemption or similar payment with respect to such Preferred Stock
         multiplied by the amount of such payment by

                  (b) the sum of all such payments.

                  "Board of Directors" means the Board of Directors of the
Company (or, in the case of clause (b) of the first paragraph of Section 4.09,
the applicable Restricted Subsidiary) or any committee thereof duly authorized
to act on behalf of such Board.

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

                  "Business Day" means each day that is not a Legal Holiday.

                  "Capital Lease Obligations" means any obligation under a lease
that is required to be capitalized for financial reporting purposes in
accordance with GAAP; and the amount of Debt represented by such obligation
shall be the capitalized amount of such obligations determined in accordance
with GAAP; and the Stated Maturity thereof shall be the date of the last payment
of rent or any other amount due under such lease prior to the first date upon
which such lease may be terminated by the lessee without payment of a penalty.
For purposes of Section 4.05, a Capital Lease Obligation shall be deemed secured
by a Lien on the Property being leased.

                  "Capital Stock" means, with respect to any Person, any shares
or other equivalents (however designated) of any class of corporate stock or
partnership interests or any other participations, rights, warrants, options or
other interests in the nature of an equity interest in such Person, including
Preferred Stock, but excluding any debt security convertible or exchangeable
into such equity interest.

                  "Capital Stock Sale Proceeds" means the aggregate cash
proceeds received by the Company (or received by any direct or indirect parent
Person of the Company and subsequently

<PAGE>

                                                                               4


contributed to the Company) from the issuance or sale (other than to a
Subsidiary of the Company or an employee stock ownership plan or trust
established by the Company or any such Subsidiary for the benefit of their
employees) by the Company or any direct or indirect parent Person of the Company
of Capital Stock (other than Disqualified Stock) of the Company or such parent
Person after February 8, 2000, net of attorney's fees, accountants' fees,
underwriters' or placement agents' fees, discounts or commissions and brokerage,
consultant and other fees actually incurred by the Company or any Restricted
Subsidiary of the Company in connection with such issuance or sale and net of
taxes paid or payable as a result thereof.

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

                  (a) if any "person" or "group" (as such terms are used in
         Sections 13(d) and 14(d) of the Exchange Act or any successor
         provisions to either of the foregoing), including any group acting for
         the purpose of acquiring, holding, voting or disposing of securities
         within the meaning of Rule 13d-5(b)(1) under the Exchange Act, other
         than any one or more of the Permitted Holders, becomes the "beneficial
         owner" (as defined in Rule 13d-3 under the Exchange Act, except that a
         person will be deemed to have "beneficial ownership" of all shares that
         any such person has the right to acquire, whether such right is
         exercisable immediately or only after the passage of time), directly or
         indirectly, of a majority of the total voting power of the Voting Stock
         of the Company (for purposes of this clause (a), such person or group
         shall be deemed to beneficially own any Voting Stock of a corporation
         held by any other corporation (the "parent corporation") so long as
         such person or group beneficially owns, directly or indirectly, in the
         aggregate a majority of the total voting power of the Voting Stock of
         such parent corporation); or

                  (b) the sale, transfer, assignment, lease, conveyance or other
         disposition, directly or indirectly, of all or substantially all the
         assets of the Company and the Restricted Subsidiaries, considered as a
         whole (other than a disposition of such assets as an entirety or
         virtually as an entirety to a Wholly Owned Restricted Subsidiary or one
         or more Permitted Holders) shall have occurred, or the Company merges,
         consolidates or amalgamates with or into any other Person (other than
         one or more Permitted Holders) or any other Person (other than one or
         more Permitted Holders) merges, consolidates or amalgamates with or
         into the Company, in any such event pursuant to a transaction in which
         the outstanding Voting Stock of the Company is

<PAGE>


                                                                               5


         reclassified into or exchanged for cash, securities or other Property,
         other than any such transaction where:

                           (1) the outstanding Voting Stock of the Company is
                  reclassified into or exchanged for other Voting Stock of the
                  Company or for Voting Stock of the surviving corporation, and

                           (2) the Holders of the Voting Stock of the Company
                  immediately prior to such transaction own, directly or
                  indirectly, not less than a majority of the Voting Stock of
                  the Company or the surviving corporation immediately after
                  such transaction and in substantially the same proportion as
                  before the transaction; or

                  (c) during any period of two consecutive years, individuals
         who at the beginning of such period constituted the Board of Directors
         (together with any new directors whose election or appointment by such
         Board or whose nomination for election by the shareholders of the
         Company was approved by a vote of not less than a majority of the
         directors then still in office who were either directors at the
         beginning of such period or whose election or nomination for election
         was previously so approved) cease for any reason to constitute a
         majority of the Board of Directors then in office; or

                  (d) the shareholders of the Company shall have approved any
         plan of liquidation or dissolution of the Company.


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

                  "Commodity Price Protection Agreement" means, in respect of a
Person, any forward contract, commodity swap agreement, commodity option
agreement or other similar agreement or arrangement designed to protect such
Person against fluctuations in commodity prices.

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

                  "Consolidated Interest Expense" means, for any period, the
total interest expense of the Company and its consolidated Restricted
Subsidiaries, plus, to the extent not included in such total interest expense,
and to the extent Incurred by the Company or its Restricted Subsidiaries,


<PAGE>

                                                                               6


                  (a) interest expense attributable to leases constituting part
         of a Sale and Leaseback Transaction and to Capital Lease Obligations,

                  (b) amortization of debt discount and debt issuance cost,
         including commitment fees,

                  (c) capitalized interest,

                  (d) non-cash interest expense,

                  (e) commissions, discounts and other fees and charges owed
         with respect to letters of credit and bankers' acceptance financing,

                  (f) net costs associated with Hedging Obligations (including
         amortization of fees),

                  (g) Preferred Stock Dividends,

                  (h) interest Incurred in connection with Investments in
         discontinued operations,

                  (i) interest accruing on any Debt of any other Person to the
         extent such Debt is Guaranteed by the Company or any Restricted
         Subsidiary or is secured by any Liens on the Property of the Company or
         any Restricted Subsidiary, and

                  (j) the cash contributions to any employee stock ownership
         plan or similar trust to the extent such contributions are used by such
         plan or trust to pay interest or fees to any Person (other than the
         Company) in connection with Debt Incurred by such plan or trust.


                  "Consolidated Net Income" means, for any period, the net
income (loss) of the Company and its consolidated Subsidiaries; provided,
however, that there shall not be included in such Consolidated Net Income:

                  (a) any net income (loss) of any Person (other than the
         Company) if such Person is not a Restricted Subsidiary, except that:

                           (1) subject to the exclusion contained in clause (d)
                  below, the Company's equity in the net income of any such
                  Person for such period shall be included in such Consolidated
                  Net Income up to the aggregate amount of cash distributed by
                  such Person during such period to the Company or a Restricted
                  Subsidiary as a dividend or other distribution (subject, in
                  the case of a dividend or other distribution to a Restricted
                  Subsidiary, to the limitations contained in clause (c) below),
                  and

<PAGE>

                                                                               7


                           (2) the Company's equity in a net loss of any such
                  Person other than an Unrestricted Subsidiary or a Person as to
                  which the Company is not, and under no circumstances would be,
                  obligated to make any additional Investment, for such period
                  shall be included in determining such Consolidated Net Income,

                  (b) for purposes of Section 4.04 only, any net income (loss)
         of any Person acquired by the Company or any of its consolidated
         Subsidiaries in a pooling of interests transaction for any period prior
         to the date of such acquisition,

                  (c) any net income (loss) of any Restricted Subsidiary that is
         not a Subsidiary Guarantor if such Restricted Subsidiary is subject to
         restrictions, directly or indirectly, on the payment of dividends or
         the making of distributions, directly or indirectly, to the Company,
         except that:

                           (1) subject to the exclusion contained in clause (d)
                  below, the Company's equity in the net income of any such
                  Restricted Subsidiary for such period shall be included in
                  such Consolidated Net Income up to the aggregate amount of
                  cash distributed by such Restricted Subsidiary during such
                  period to the Company or another Restricted Subsidiary as a
                  dividend or other distribution (subject, in the case of a
                  dividend or other distribution to another Restricted
                  Subsidiary, to the limitation contained in this clause), and

                           (2) the Company's equity in a net loss of any such
                  Restricted Subsidiary for such period shall be included in
                  determining such Consolidated Net Income,

                  (d) any gain or loss realized upon the sale or other
         disposition of any Property of the Company or any of its consolidated
         Subsidiaries (including pursuant to any Sale and Leaseback Transaction)
         that is not sold or otherwise disposed of in the ordinary course of
         business,

                  (e) any extraordinary gain or loss,

                  (f) the cumulative effect of a change in accounting
         principles, and

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


<PAGE>

                                                                               8


Notwithstanding the foregoing, for purposes of Section 4.04 only, there shall be
excluded from Consolidated Net Income any dividends, repayments of loans or
advances or other transfers of assets from Unrestricted Subsidiaries to the
Company or a Restricted Subsidiary to the extent such dividends, repayments or
transfers increase the amount of Restricted Payments permitted under clause
(c)(4) of the first paragraph of Section 4.04.

                  "Credit Facilities" means, with respect to the Company or any
Restricted Subsidiary, one or more debt or commercial paper facilities with
vendors, banks, life insurance companies, mutual funds, pension funds or other
institutional lenders providing for revolving credit loans, term loans,
receivables or inventory financing (including through the sale of receivables or
inventory to such lenders or to special purpose, bankruptcy remote entities
formed to borrow from such lenders against such receivables or inventory) or
letters of credit, in each case together with any Refinancings thereof by any
lenders or syndicates of lenders and as any of the same may be amended or
modified.

                  "Cumulative EBITDA" means, as of any date of determination,
the cumulative EBITDA of the Company and its consolidated Restricted
Subsidiaries from and after the last day of the fiscal quarter of the Company
immediately preceding February 8, 2000 to the end of the fiscal quarter
immediately preceding the date of determination or, if such cumulative EBITDA
for such period is negative, the amount (expressed as a negative number) by
which such cumulative EBITDA is less than zero.

                  "Cumulative Interest Expense" means, at any date of
determination, the aggregate amount of Consolidated Interest Expense paid,
accrued or scheduled to be paid or accrued from the last day of the fiscal
quarter of the Company immediately preceding February 8, 2000 to the end of the
fiscal quarter immediately preceding the date of determination.

                  "Currency Exchange Protection Agreement" means, in respect of
a Person, any foreign exchange contract, currency swap agreement, currency
option or other similar agreement or arrangement designed to protect such Person
against fluctuations in currency exchange rates.

                  "Debt" means, with respect to any Person on any date of
determination (without duplication):

                  (a) the principal of and premium (if any) in respect of:

                           (1) debt of such Person for money borrowed, and

                           (2) debt evidenced by Securities, debentures, bonds
                  or other similar instruments for the payment of which such
                  Person is responsible or liable;

<PAGE>

                                                                               9


                  (b) all Capital Lease Obligations of such Person and all
         Attributable Debt in respect of Sale and Leaseback Transactions entered
         into by such Person;

                  (c) all obligations of such Person issued or assumed as the
         deferred purchase price of Property, all conditional sale obligations
         of such Person and all obligations of such Person under any title
         retention agreement (but excluding trade accounts payable arising in
         the ordinary course of business);

                  (d) all obligations of such Person for the reimbursement of
         any obligor on any letter of credit, banker's acceptance or similar
         credit transaction (other than obligations with respect to letters of
         credit securing obligations (other than obligations described in (a)
         through (c) above) entered into in the ordinary course of business of
         such Person to the extent such letters of credit are not drawn upon or,
         if and to the extent drawn upon, such drawing is reimbursed no later
         than the third Business Day following receipt by such Person of a
         demand for reimbursement following payment on the letter of credit);

                  (e) the amount of all obligations of such Person with respect
         to the Repayment of any Disqualified Stock or, with respect to any
         Subsidiary of such Person, any Preferred Stock (but excluding, in each
         case, any accrued dividends);

                  (f) all obligations of the type referred to in clauses (a)
         through (e) of other Persons and all dividends of other Persons for the
         payment of which, in either case, such Person is responsible or liable,
         directly or indirectly, as obligor, guarantor or otherwise, including
         by means of any Guarantee;

                  (g) all obligations of the type referred to in clauses (a)
         through (f) of other Persons secured by any Lien on any Property of
         such Person (whether or not such obligation is assumed by such Person),
         the amount of such obligation being deemed to be the lesser of the
         value of such Property or the amount of the obligation so secured; and

                  (h) to the extent not otherwise included in this definition,
         Hedging Obligations of such Person.

The amount of Debt of any Person at any date shall be the outstanding balance at
such date of all unconditional obligations as described above and the maximum
liability, upon the occurrence of the contingency giving rise to the obligation,
of any contingent obligations at such date. The amount of Debt represented by a
Hedging Obligation shall be equal to:

                  (1) zero if such Hedging Obligation has been Incurred pursuant
         to clause (e) of the second paragraph of Section 4.03, or


<PAGE>

                                                                              10


                  (2) the notional amount of such Hedging Obligation if not
         Incurred pursuant to such clause.

                  "Default" means any event which is, or after notice or passage
of time or both would be, an Event of Default.

                  "Designated Senior Debt" of any Subsidiary Guarantor means all
obligations consisting of the principal, premium, if any, accrued and unpaid
interest (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the applicable Subsidiary Guarantor
to the extent post-filing interest is allowed in such proceeding) and all other
monetary obligations (including commitment fees, facilities fees, reimbursable
expenses, indemnities and costs of collection (including reasonable attorney's
fees)) payable or performable in connection with such obligations, whether
outstanding on the date hereof or created or incurred after the date hereof in
respect of Credit Facilities (and Permitted Refinancing Debt in respect
thereof).

                  "Disqualified Stock" means, with respect to any Person, 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 either case at the option of
the holder thereof) or otherwise:

                  (a) matures or is mandatorily redeemable pursuant to a sinking
         fund obligation or otherwise,

                  (b) is or may become redeemable or repurchaseable at the
         option of the holder thereof, in whole or in part, or

                  (c) is convertible or exchangeable at the option of the holder
         thereof for Debt or Disqualified Stock,

on or prior to, in the case of clause (a), (b) or (c), the first anniversary of
the Stated Maturity of the Securities; provided, however, that Capital Stock
will not be deemed to be Disqualified Stock if it is redeemable by exchange for
or through the issuance of Capital Stock (other than Disqualified Stock) of that
issuer; and provided further, however, that any Capital Stock that would not
constitute Disqualified Stock but for the provisions thereof giving Holders
thereof the right to require such Person to repurchase or redeem such Capital
Stock upon the occurrence of an Asset Sale or Change of Control occurring prior
to the Stated Maturity of the Securities shall not constitute Disqualified Stock
if the Asset Sale or Change of Control provisions applicable to such Capital
Stock are no more favorable to the Holders of such Capital Stock than the
covenants set forth in Section 4.07 and Section 4.14 and such Capital Stock
specifically provides that:

                  (1) such Person shall not repurchase or redeem any such
         Capital Stock pursuant to such provisions prior to such Person having
         repurchased all the Securities that are required to be repurchased
         pursuant to such Sections and




<PAGE>

                                                                              11


                  (2) no default, event of default or similar occurrence under
         the terms of such Capital Stock shall result from such Person not so
         repurchasing or redeeming any such Capital Stock because of the
         prohibition described in the preceding clause (1).

                  "Disqualified Stock Dividends" means all dividends with
respect to Disqualified Stock of the Company held by Persons other than a Wholly
Owned Restricted Subsidiary.

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

                  "Domestic Wholly Owned Subsidiary" means, at any time, a
Restricted Subsidiary all the Voting Stock of which (except directors qualifying
shares) is at such time owned, directly or indirectly, by the Company and its
other Domestic Wholly Owned Subsidiaries and that is organized under the laws of
the United States of America or any State thereof or the District of Columbia.
Notwithstanding the preceding, all Restricted Subsidiaries existing on the Issue
Date, including Alamosa PCS, Inc., Texas Telecommunications, LP, Alamosa
Finance, LLC, Alamosa Limited, LLC, Alamosa Delaware GP, LLC, Alamosa Wisconsin
GP, LLC, Alamosa Wisconsin Limited Partnership, Alamosa Holdings, LLC, Alamosa
(Wisconsin) Properties, LLC, Alamosa Properties, LP, Alamosa Missouri, LLC,
Alamosa Missouri Properties, LLC, Washington Oregon Wireless, LLC, Washington
Oregon Wireless Properties, LLC, Washington Oregon Wireless Licenses, LLC, SWGP,
LLC, SWLP, LLC, Southwest PCS, LP, Southwest PCS Properties, LLC and Southwest
PCS Licenses, LLC, will be considered Domestic Wholly Owned Subsidiaries so long
as they remain Restricted Subsidiaries.

                  "EBITDA" means, for any period, an amount equal to, for the
Company and its consolidated Restricted Subsidiaries:

                  (a) the sum of Consolidated Net Income for such period, plus
         the following to the extent reducing Consolidated Net Income for such
         period:

                           (1) the provision for taxes based on income or
                  profits or utilized in computing net loss,

                           (2) Consolidated Interest Expense,

                           (3) depreciation,

                           (4) amortization of intangibles, and

                           (5) any other non-cash items (other than any such
                  non-cash item to the extent that it represents an accrual of
                  or reserve for cash expenditures in any future period), minus





<PAGE>

                                                                              12


                  (b) all non-cash items increasing Consolidated Net Income for
         such period (other than any such non-cash item to the extent that it
         will result in the receipt of cash payments in any future period).

Notwithstanding the foregoing clause (a), the provision for taxes and the
depreciation, amortization and non-cash items of a Restricted Subsidiary that is
not a Subsidiary Guarantor shall be added to Consolidated Net Income to compute
EBITDA only to the extent (and in the same proportion) that the net income of
such Restricted Subsidiary was included in calculating Consolidated Net Income
and only if a corresponding amount would be permitted at the date of
determination to be dividended to the Company by such Restricted Subsidiary
without prior approval (that has not been obtained), pursuant to the terms of
its charter and all agreements, instruments, judgments, decrees, orders,
statutes, rules and governmental regulations applicable to such Restricted
Subsidiary or its shareholders.

                  "Eligible 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 Restricted Subsidiary.

                  "Event of Default" has the meaning set forth in Section 6.01.

                  "Event of Termination" means any of the events described in
(i) Section 11.3 of the Company's Management Agreement with Sprint or (ii)
Section 13.2 of either of the Company's Trademark and Service Mark License
Agreements with Sprint, as such agreements referred to in clauses (i) and (ii)
may be amended, supplemented or otherwise modified from time to time.

                  "Exchange Act" means the Securities Exchange Act of 1934.

                  "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 $15 million, by any Officer of the Company, or

                  (b) if such Property has a Fair Market Value in excess of $15
         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.

<PAGE>

                                                                              13


                  "Foreign Restricted Subsidiary" means any Restricted
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 United States generally accepted accounting
principles as in effect on February 8, 2000, including those set forth:

                  (a) in the opinions and pronouncements of the Accounting
         Principles Board of the American Institute of Certified Public
         Accountants,

                  (b) in the statements and pronouncements of the Financial
         Accounting Standards Board,

                  (c) in such other statements by such other entity as approved
         by a significant segment of the accounting profession, and

                  (d) the rules and regulations of the Commission governing the
         inclusion of financial statements (including pro forma financial
         statements) in periodic reports required to be filed pursuant to
         Section 13 of the Exchange Act, including opinions and pronouncements
         in staff accounting bulletins and similar written statements from the
         accounting staff of the Commission.

                  "Guarantee" means any obligation, contingent or otherwise, of
any Person directly or indirectly guaranteeing any Debt of any other Person and
any obligation, direct or indirect, contingent or otherwise, of such Person:

                  (a) to purchase or pay (or advance or supply funds for the
         purchase or payment of) such Debt of such other Person (whether arising
         by virtue of partnership arrangements, or by agreements to keep-well,
         to purchase assets, goods, securities or services, to take-or-pay or to
         maintain financial statement conditions or otherwise), or

                  (b) entered into for the purpose of assuring in any other
         manner the obligee against loss in respect thereof (in whole or in
         part);

provided, however, that the term "Guarantee" shall not include:

                  (1) endorsements for collection or deposit in the
         ordinary course of business, or

                  (2) a contractual commitment by one Person to invest in
         another Person for so long as such Investment is reasonably expected to
         constitute a Permitted Investment under clause (b) of the definition of
         "Permitted Investment".

<PAGE>

                                                                              14


The term "Guarantee" used as a verb has a corresponding meaning. The term
"Guarantor" shall mean any Person Guaranteeing any obligation.

                  "Hedging Obligations" of any Person means any obligation of
such Person pursuant to any Interest Rate Agreement, Currency Exchange
Protection Agreement, Commodity Price Protection Agreement or any other similar
agreement or arrangement.

                  "Holder" or "Securityholder" means the Person in whose name a
Security is registered on the Security register described in Section 2.03.

                  "Incur" means, with respect to any Debt or other obligation of
any Person, to create, issue, incur (by merger, conversion, exchange or
otherwise), extend, assume, Guarantee or become liable in respect of such Debt
or other obligation or the recording, as required pursuant to GAAP or otherwise,
of any such Debt or obligation on the balance sheet of such Person (and
"Incurrence" and "Incurred" shall have meanings correlative to the foregoing);
provided, however, that a change in GAAP that results in an obligation of such
Person that exists at such time, and is not theretofore classified as Debt,
becoming Debt shall not be deemed an Incurrence of such Debt; provided further,
however, that any Debt or other obligations of a Person existing at the time
such Person becomes a Subsidiary (whether by merger, consolidation, acquisition
or otherwise) shall be deemed to be Incurred by such Subsidiary at the time it
becomes a Subsidiary; and provided further, however, that solely for purposes of
determining compliance with Section 4.03, neither accrual of interest on Debt
nor amortization of debt discount shall be deemed to be the Incurrence of Debt,
provided that in the case of Debt sold at a discount to the principal amount at
maturity thereof, the amount of such Debt Incurred shall at all times be the
accreted value of such Debt.

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

                  "Independent Financial Advisor" means an investment banking
firm of national standing or any third party appraiser of national standing,
provided that such firm or appraiser is not an Affiliate of the Company.

                  "Interest Rate Agreement" means, for any Person, any interest
rate swap agreement, interest rate cap agreement, interest rate collar agreement
or other similar agreement designed to protect against fluctuations in interest
rates.

                  "Investment" by any Person means any direct or indirect loan
(other than advances to customers in the ordinary course of business that are
recorded as accounts receivable on the balance sheet of such Person), advance or
other extension of credit or capital contribution (by means of transfers of cash
or other Property to others or payments for Property or services for

<PAGE>

                                                                              15


the account or use of others, or otherwise) to, or Incurrence of a Guarantee of
any obligation of, or purchase or acquisition of Capital Stock, bonds,
Securities, debentures or other securities or evidence of Debt issued by, any
other Person, except that the acquisition of the Capital Stock of another Person
in exchange for the Capital Stock of the Company, other than Disqualified Stock,
shall not be considered an Investment by the Company. For purposes of Sections
4.04 and 4.11 and the definition of "Restricted Payment", "Investment" shall
include the portion (proportionate to the Company's equity interest in such
Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of the
Company at the time that such Subsidiary is designated an Unrestricted
Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a
Restricted Subsidiary, the Company shall be deemed to continue to have a
permanent "Investment" in an Unrestricted Subsidiary of an amount (if positive)
equal to:

                  (a) the Company's "Investment" in such Subsidiary at the time
         of such redesignation, less

                  (b) the portion (proportionate to the Company's equity
         interest in such Subsidiary) of the Fair Market Value of the net assets
         of such Subsidiary at the time of such redesignation.

In determining the amount of any Investment made by transfer of any Property
other than cash, such Property shall be valued at its Fair Market Value at the
time of such Investment.

                  "Issue Date" means the date on which the Securities are
initially issued.

                  "Leverage Ratio" means the ratio of:

                  (a) the outstanding Debt of the Company and the Restricted
         Subsidiaries on a consolidated basis, to

                  (b) the Annualized Pro Forma EBITDA.

The Leverage Ratio is calculated after giving pro forma effect to any Asset
Sale, Investment or acquisition of Property required to be given pro forma
effect pursuant to the definition of Pro Forma EBITDA.

                  "Lien" means, with respect to any Property of any Person, any
mortgage or deed of trust, pledge, hypothecation, assignment, deposit
arrangement, security interest, lien, charge, easement (other than any easement
not materially impairing usefulness or marketability), encumbrance, preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever on or with respect to such Property (including any Capital
Lease Obligation, conditional sale or other title retention agreement having
substantially the same economic effect as any of the foregoing or any Sale and
Leaseback Transaction).




<PAGE>

                                                                              16


                  "Moody's" means Moody's Investors Service, Inc. or any
successor to the rating agency business thereof.

                  "Net Available Cash" from any Asset Sale means cash payments
received therefrom (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise,
but only as and when received, but excluding any other consideration received in
the form of assumption by the acquiring Person of Debt or other obligations
relating to the Property that is the subject of such Asset Sale or received in
any other non-cash form), in each case net of:

                  (a) all legal, title and recording tax expenses, commissions,
         brokerage fees and other fees and expenses incurred, and all Federal,
         state, provincial, foreign and local taxes required to be accrued as a
         liability under GAAP, as a consequence of such Asset Sale,

                  (b) all payments made on any Debt that is secured by any
         Property subject to such Asset Sale, in accordance with the terms of
         any Lien upon or other security agreement of any kind with respect to
         such Property, or which must by its terms, or in order to obtain a
         necessary consent to such Asset Sale, or by applicable law, be repaid
         out of the proceeds from such Asset Sale,

                  (c) all distributions and other payments required to be made
         to minority interest Holders in Subsidiaries or joint ventures as a
         result of such Asset Sale, and

                  (d) the deduction of appropriate amounts provided by the
         seller as a reserve, in accordance with GAAP, against any liabilities
         associated with the Property disposed in such Asset Sale and retained
         by the Company or any Restricted Subsidiary after such Asset Sale.

                  "New Securities" means Securities issued (i) in exchange for
Securities in the form of Exhibit A hereto pursuant to the terms of the
Registration Rights Agreement or, in the case of Securities issued after the
Issue Date, any other registration rights agreement or (ii) in the form of
Exhibit B hereto.

                  "Obligations" means the obligation of each Subsidiary
Guarantor pursuant to its Subsidiary Guaranty of

                  (a) the full and punctual payment of principal and interest on
         the Securities when due, whether at maturity, by acceleration, by
         redemption or otherwise, and all other monetary obligations of the
         Company under the Securities and

                  (b) the full and punctual performance within applicable grace
         periods of all other obligations of the Company under the Securities.

<PAGE>

                                                                              17


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

                  "Officers' Certificate" means a certificate signed by two
Officers of the Company, at least one of whom shall be the principal executive
officer or principal financial officer of the Company, and delivered to the
Trustee.

                  "Opinion of Counsel" means a written opinion from legal
counsel who is acceptable to the Trustee. The counsel may be an employee of or
counsel to the Company or the Trustee.

                  "Permitted Holders" means Rosewood Telecommunications, L.L.C.,
Caroline Hunt Trust Estate, South Plains Advanced Communications & Electronics,
Inc., West Texas PCS, LLC, Taylor Telecommunications, Inc., Tregan International
Corp. and Plateau Telecommunications Incorporated, any individual who controls
any of the foregoing as of February 8, 2000 and their respective estates,
spouses, ancestors and lineal descendants, the legal representatives of any of
the foregoing and the trustees of any bona fide trusts of which the foregoing
are the sole beneficiaries or the grantors, or any Person of which the foregoing
"beneficially owns" (as defined in Rule 13d-3 under the Exchange Act),
individually or collectively with any of the foregoing, at least 66 2/3% of the
total voting power of the Voting Stock of such Person, or any group (as such
term is used in Sections 13(d) and 14(d) of the Exchange Act or any successor
provisions) consisting entirely of the foregoing Persons.

                  "Permitted Investment" means any Investment by the Company or
a Restricted Subsidiary in:

                  (a) the Company or any Restricted Subsidiary or any Person
         that will, upon the making of such Investment, become a Restricted
         Subsidiary;

                  (b) any Person if as a result of such Investment such Person
         is merged or consolidated with or into, or transfers or conveys all or
         substantially all its Property to, the Company or a Restricted
         Subsidiary, provided that such Person's primary business is a
         Telecommunications Business;

                  (c) Temporary Cash Investments;

                  (d) receivables owing to the Company or a Restricted
         Subsidiary, if created or acquired in the ordinary course of business
         and payable or dischargeable in accordance with customary trade terms;
         provided, however, that such trade terms may include such concessionary
         trade terms as the Company or such Restricted Subsidiary deems
         reasonable under the circumstances;

                  (e) payroll, travel and similar advances to cover matters that
         are expected at the time of such advances

<PAGE>

                                                                              18


         ultimately to be treated as expenses for accounting purposes and that
         are made in the ordinary course of business;

                  (f) loans and advances to employees made in the ordinary
         course of business consistent with past practices of the Company or
         such Restricted Subsidiary, as the case may be, provided that such
         loans and advances do not exceed $3 million at any one time
         outstanding;

                  (g) stock, obligations or other securities received in
         settlement of debts created in the ordinary course of business and
         owing to the Company or a Restricted Subsidiary or in satisfaction of
         judgments; and

                  (h) Hedging Obligations Incurred in compliance with
         Section 4.03.

                  "Permitted Liens" means:

                  (a) Liens to secure Debt permitted to be Incurred under clause
         (b) of the second paragraph of Section 4.03;

                  (b) Liens to secure Debt permitted to be Incurred under clause
         (c) of the second paragraph of Section 4.03, provided that any such
         Lien may not extend to any Property of the Company or any Restricted
         Subsidiary, other than the Property acquired, constructed or leased
         with the proceeds of such Debt and any improvements or accessions to
         such Property;

                  (c) Liens for taxes, assessments or governmental charges or
         levies on the Property of the Company or any Restricted Subsidiary if
         the same shall not at the time be delinquent or thereafter can be paid
         without penalty, or are being contested in good faith and by
         appropriate proceedings promptly instituted and diligently concluded,
         provided that any reserve or other appropriate provision that shall be
         required in conformity with GAAP shall have been made therefor;

                  (d) Liens imposed by law, such as carriers', warehousemen's
         and mechanics' Liens and other similar Liens, on the Property of the
         Company or any Restricted Subsidiary arising in the ordinary course of
         business and securing payment of obligations that are not more than 60
         days past due or are being contested in good faith and by appropriate
         proceedings;

                  (e) Liens on the Property of the Company or any Restricted
         Subsidiary Incurred in the ordinary course of business to secure
         performance of obligations with respect to statutory or regulatory
         requirements, performance or return-of-money bonds, surety bonds or
         other obligations of a like nature and Incurred in a manner consistent
         with industry practice, in each case which are not Incurred in
         connection with the borrowing of money, the obtaining of




<PAGE>

                                                                              19


         advances or credit or the payment of the deferred purchase price of
         Property and which do not in the aggregate impair in any material
         respect the use of Property in the operation of the business of the
         Company and the Restricted Subsidiaries taken as a whole;

                  (f) Liens on Property at the time the Company or any
         Restricted Subsidiary acquired such Property, including any acquisition
         by means of a merger or consolidation with or into the Company or any
         Restricted Subsidiary; provided, however, that any such Lien may not
         extend to any other Property of the Company or any Restricted
         Subsidiary; provided further, however, that such Liens shall not have
         been Incurred in anticipation of or in connection with the transaction
         or series of transactions pursuant to which such Property was acquired
         by the Company or any Restricted Subsidiary;

                  (g) Liens on the Property of a Person at the time such Person
         becomes a Restricted Subsidiary; provided, however, that any such Lien
         may not extend to any other Property of the Company or any other
         Restricted Subsidiary that is not a direct Subsidiary of such Person;
         provided further, however, that any such Lien was not Incurred in
         anticipation of or in connection with the transaction or series of
         transactions pursuant to which such Person became a Restricted
         Subsidiary;

                  (h) pledges or deposits by the Company or any Restricted
         Subsidiary under workmen's compensation laws, unemployment insurance
         laws or similar legislation, or good faith deposits in connection with
         bids, tenders, contracts (other than for the payment of Debt) or leases
         to which the Company or any Restricted Subsidiary is party, or deposits
         to secure public or statutory obligations of the Company or any
         Restricted Subsidiary, or deposits for the payment of rent, in each
         case Incurred in the ordinary course of business;

                  (i) utility easements, building restrictions and such other
         encumbrances or charges against real Property as are of a nature
         generally existing with respect to properties of a similar character;

                  (j) Liens existing on the Issue Date not otherwise described
         in clauses (a) through (i) above;

                  (k) Liens on the Property of the Company or any Restricted
         Subsidiary to secure any Refinancing, in whole or in part, of any Debt
         secured by Liens referred to in clause (b), (f), (g) or (j) above;
         provided, however, that any such Lien shall be limited to all or part
         of the same Property that secured the original Lien (together with
         improvements and accessions to such Property) and the aggregate
         principal amount of Debt that is secured by such

<PAGE>

                                                                              20

         Lien shall not be increased to an amount greater than the sum of:

                           (1) the outstanding principal amount, or, if greater,
                  the committed amount, of the Debt secured by Liens described
                  under clause (b), (f), (g) or (j) above, as the case may be,
                  at the time the original Lien became a Permitted Lien
                  hereunder, and

                           (2) an amount necessary to pay any fees and expenses,
                  including premiums and defeasance costs, incurred by the
                  Company or such Restricted Subsidiary in connection with such
                  Refinancing;

                  (l) Liens on the Property of the Company or any Restricted
         Subsidiary to secure Debt under any Interest Rate Agreement, provided,
         however, that such Debt was Incurred pursuant to clause (e) of the
         second paragraph of Section 4.03;

                  (m) any interest or title of a lessor in the Property subject
         to any lease incurred in the ordinary course of business, other than a
         Capital Lease; and

                  (n) judgment Liens securing judgment in an aggregate amount
         outstanding at any one time of not more than $15 million.

                  "Permitted Refinancing Debt" means any Debt that Refinances
any other Debt, including any successive Refinancings, so long as:

                  (a) such Debt is in an aggregate principal amount (or if
         Incurred with original issue discount, an aggregate issue price) not in
         excess of the sum of:

                           (1) the aggregate principal amount (or if Incurred
                  with original issue discount, the aggregate accreted value)
                  then outstanding of the Debt being Refinanced, and

                           (2) an amount necessary to pay any fees and expenses,
                  including premiums and defeasance costs, related to such
                  Refinancing,

                  (b) the Average Life of such Debt is equal to or greater than
         the Average Life of the Debt being Refinanced,

                  (c) the Stated Maturity of such Debt is no earlier than the
         Stated Maturity of the Debt being Refinanced, and

                  (d) the new Debt shall not be senior in right of payment to
         the Debt that is being Refinanced;

<PAGE>

                                                                              21


provided, however, that Permitted Refinancing Debt shall not include:

                  (x) Debt of a Subsidiary Guarantor that Refinances Debt of the
         Company (other than Debt of the Company consisting of guarantees of
         Credit Facilities),

                  (y) Debt of a Subsidiary that is not a Subsidiary Guarantor
         that Refinances Debt of the Company or a Subsidiary Guarantor (other
         than Debt Incurred pursuant to Credit Facilities), or

                  (z) Debt of the Company or a Restricted Subsidiary that
         Refinances Debt of an Unrestricted Subsidiary.

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

                  "Preferred Stock" means any Capital Stock of a Person, however
designated, which entitles the holder thereof to a preference with respect to
the payment of dividends, or as to the distribution of assets upon any voluntary
or involuntary liquidation or dissolution of such Person, over shares of any
other class of Capital Stock issued by such Person.

                  "Preferred Stock Dividends" means all dividends with respect
to Preferred Stock of Restricted Subsidiaries held by Persons other than the
Company or a Wholly Owned Restricted Subsidiary. The amount of any such dividend
shall be equal to the quotient of such dividend divided by the difference
between one and the maximum statutory federal income rate (expressed as a
decimal number between 1 and 0) then applicable to the issuer of such Preferred
Stock.

                  "principal" of any Debt (including the Securities) means the
principal amount of such Debt plus the premium, if any, on such Debt.

                  "pro forma" means, with respect to any calculation made or
required to be made pursuant to the terms hereof, a calculation performed in
accordance with Article 11 of Regulation S-X promulgated under the Securities
Act, as interpreted in good faith by the Board of Directors after consultation
with the independent certified public accountants of the Company, or otherwise a
calculation made in good faith by the Board of Directors after consultation with
the independent certified public accountants of the Company, as the case may be.

<PAGE>

                                                                              22


                  "Pro Forma EBITDA" means, for any period, the EBITDA of the
Company and its consolidated Restricted Subsidiaries, after giving effect to the
following:

                  if:

                  (a) since the beginning of such period, the Company or any
         Restricted Subsidiary shall have made any Asset Sale or an Investment
         (by merger or otherwise) in any Restricted Subsidiary (or any Person
         that becomes a Restricted Subsidiary) or an acquisition of Property,

                  (b) the transaction giving rise to the need to calculate Pro
         Forma EBITDA is such an Asset Sale, Investment or acquisition, or

                  (c) since the beginning of such period any Person (that
         subsequently became a Restricted Subsidiary or was merged with or into
         the Company or any Restricted Subsidiary since the beginning of such
         period) shall have made such an Asset Sale, Investment or acquisition,

EBITDA for such period shall be calculated after giving pro forma effect to such
Asset Sale, Investment or acquisition as if such Asset Sale, Investment or
acquisition occurred on the first day of such period.

                  "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.

                  "Public Equity Offering" means an underwritten public offering
of common stock of the Company pursuant to an effective registration statement
under the Securities Act. In the event that any direct or indirect parent Person
of the Company completes an underwritten public offering of such Person's common
stock pursuant to an effective registration statement under the Securities Act,
any amount of the proceeds of such offering which are contributed to the Company
may be used for an optional redemption of the Securities pursuant to Paragraph 5
of the Securities.

                  "Purchase Money Debt" means Debt:

                  (a) consisting of the deferred purchase price of property,
         conditional sale obligations, obligations under any title retention
         agreement, other purchase money obligations and obligations in respect
         of industrial revenue bonds, in each case where the maturity of such
         Debt does not exceed the anticipated useful life of the Property being
         financed, and

<PAGE>

                                                                              23


                  (b) Incurred to finance the acquisition, construction or lease
         by the Company or a Restricted Subsidiary of such Property, including
         additions and improvements thereto;

provided, however, that such Debt is Incurred within 180 days after the
acquisition, construction or lease of such Property by the Company or such
Restricted Subsidiary.

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

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

                  "Registration Rights Agreement" means the Registration Rights
Agreement among the Company, the Initial Purchasers (as defined in Appendix A)
and the Subsidiary Guarantors dated as of August 7, 2001.

                  "Repay" means, in respect of any Debt, to repay, prepay,
repurchase, redeem, legally defease or otherwise retire such Debt, including
through open market repurchases. "Repayment" and "Repaid" shall have correlative
meanings. For purposes of Section 4.07, Debt shall be considered to have been
Repaid only to the extent the related loan commitment, if any, shall have been
permanently reduced in connection therewith.

                  "Restricted Payment" means:

                  (a) any dividend or distribution (whether made in cash,
         securities or other Property) declared or paid on or with respect to
         any shares of Capital Stock of the Company or any Restricted Subsidiary
         (including any payment in connection with any merger or consolidation
         with or into the Company or any Restricted Subsidiary), except for (i)
         any dividend or distribution that is made solely to the Company or a
         Restricted Subsidiary (and, if such Restricted Subsidiary is not a
         Wholly Owned Restricted Subsidiary, to the other shareholders of such
         Restricted Subsidiary on a pro rata basis or on a basis that results in
         the receipt by the Company or a Restricted Subsidiary of dividends or
         distributions of greater value than it would receive on a pro rata
         basis); or (ii) any dividend or distribution payable solely in shares
         (or options, warrants or other rights to purchase shares) of Capital
         Stock (other than Disqualified Stock) of the Company;

                  (b) the purchase, repurchase, redemption, acquisition or
         retirement for value of any Capital Stock of the Company (other than
         from the Company or a Restricted Subsidiary) or any securities
         exchangeable for or convertible into any such

<PAGE>

                                                                              24


         Capital Stock, including the exercise of any option to exchange any
         Capital Stock (other than for or into Capital Stock of the Company that
         is not Disqualified Stock);

                  (c) the purchase, repurchase, redemption, acquisition or
         retirement for value, prior to the date for any scheduled maturity,
         sinking fund or amortization or other installment payment, of any
         Subordinated Obligation (other than the purchase, repurchase or other
         acquisition of any Subordinated Obligation purchased in anticipation of
         satisfying a scheduled maturity, sinking fund or amortization or other
         installment obligation, in each case due within one year of the date of
         acquisition); or

                  (d) any Investment (other than Permitted Investments) in any
         Person.

                  "Restricted Subsidiary" means any Subsidiary of the Company
other than an Unrestricted Subsidiary.

                  "S&P" means Standard & Poor's Ratings Service or any successor
to the rating agency business thereof.

                  "Sale and Leaseback Transaction" means any direct or indirect
arrangement relating to Property now owned or hereafter acquired whereby the
Company or a Restricted Subsidiary transfers such Property to another Person and
the Company or a Restricted Subsidiary leases it from such Person.

                  "SEC" means the Securities and Exchange Commission.

                  "Securities" means, collectively, the Company's 13(5/8)%
Senior Notes due 2011 issued hereunder (whether on the Issue Date or
thereafter), including any New Securities, treated as a single class of
securities under this Indenture, as amended or supplemented from time to time in
accordance with the terms of this Indenture.

                  "Securities Act" means the Securities Act of 1933.

                  "Senior Debt" of the Company means all Debt of the Company,
except:

                  (a) Debt of the Company that is by its terms subordinate in
         right of payment to the Securities;

                  (b) any Debt Incurred in violation of the provisions of this
         Indenture;

                  (c) accounts payable or any other obligations of the Company
         to trade creditors created or assumed by the Company in the ordinary
         course of business in connection with the obtaining of materials or
         services (including Guarantees thereof or instruments evidencing such
         liabilities);

<PAGE>

                                                                              25


                  (d) any liability for Federal, state, local or other taxes
         owed or owing by the Company;

                  (e) any obligation of the Company to any Subsidiary; or

                  (f) any obligations with respect to any Capital Stock of the
         Company.

                  "Senior Debt" of any Subsidiary Guarantor has a correlative
meaning.

                  "Senior Notes" means the 12-1/2% Senior Notes due 2011 of the
Company issued pursuant to the Indenture, dated as of January 31, 2001, between
the Company and Wells Fargo Bank Minnesota, N.A. as Trustee, as such Indenture
may be amended or supplemented from time to time.

                  "Senior Discount Notes" means the 12-7/8% Senior Discount
Notes due 2010 of the Company issued pursuant to the Indenture, dated as of
February 8, 2000, between the Company and Wells Fargo Bank Minnesota, N.A. as
trustee, as such Indenture may be amended or supplemented from time to time.

                  "Significant Subsidiary" means any Subsidiary that would be a
"Significant Subsidiary" of the Company within the meaning of Rule 1-02 under
Regulation S-X promulgated by the Commission.

                  "Stated Maturity" means, with respect to any security, the
date specified in such security as the fixed date on which the payment of
principal of such security is finally due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the holder thereof upon the
happening of a Change of Control or any other contingency beyond the control of
the issuer unless such contingency has occurred).

                  "Subordinated Obligation" means any Debt of the Company or any
Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter
Incurred) that is subordinate or junior in right of payment to the Securities or
the applicable Subsidiary Guaranty pursuant to a written agreement to that
effect.

                  "Subsidiary" means, in respect of any Person, any corporation,
company (including any limited liability company), association, partnership,
joint venture or other business entity of which a majority of the total voting
power of the Voting Stock is at the time owned or controlled, directly or
indirectly, by:

                  (a) such Person,

                  (b) such Person and one or more Subsidiaries of such Person,
         or

<PAGE>

                                                                              26


                  (c) one or more Subsidiaries of such Person.

                  "Subsidiary Guarantor" means each Domestic Restricted
Subsidiary and any other Person that becomes a Subsidiary Guarantor pursuant to
Section 4.15.

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

                  "Telecommunications Assets" means all assets and rights,
contractual or otherwise, used or intended for use in connection with (i)
transmitting, or providing services relating to the transmission of, voice,
video or data through owned or leased transmission facilities or (ii) the
ownership, design, construction, development, acquisition, installation or
management of communications systems, and the Capital Stock of any Person
engaged entirely or substantially entirely in the above listed activities.

                  "Telecommunications Business" means (a) the ownership, design,
construction, development, acquisition, installation or management of
communications systems, (b) the delivery or distribution of communications,
voice, data or video services or (c) any business or activity reasonably related
or ancillary to the activities described in clauses (a) or (b) of this
definition, including, without limitation, any business conducted by the Company
or any Restricted Subsidiary on the Issue Date and the acquisition, holding or
exploitation of any license relating to the activities described in clauses (a)
or (b) of this definition.

                  "Temporary Cash Investments" means any of the following:

                  (a) Investments in U.S. Government Obligations or securities
         guaranteed by the full faith and credit of the United States of
         America, in each case maturing within 365 days of the date of
         acquisition thereof;

                  (b) Investments in time deposit accounts, certificates of
         deposit and money market deposits maturing within 90 days of the date
         of acquisition thereof issued by a bank or trust company organized
         under the laws of the United States of America or any State thereof
         having capital, surplus and undivided profits aggregating in excess of
         $500 million and whose long-term debt is rated "A-3" or "A-" or higher
         according to Moody's or S&P (or such similar equivalent rating by at
         least one "nationally recognized statistical rating organization" (as
         defined in Rule 436 under the Securities Act));

<PAGE>

                                                                              27


                  (c) repurchase obligations with a term of not more than 30
         days for underlying securities of the types described in clause (a)
         entered into with:

                           (1) a bank meeting the qualifications described in
                  clause (b) above, or

                           (2) any primary government securities dealer
                  reporting to the Market Reports Division of the Federal
                  Reserve Bank of New York;

                  (d) Investments in commercial paper, maturing not more than 90
         days after the date of acquisition, issued by a corporation (other than
         an Affiliate of the Company) organized and in existence under the laws
         of the United States of America with a rating at the time as of which
         any Investment therein is made of "P-1" (or higher) according to
         Moody's or "A-1" (or higher) according to S&P (or such similar
         equivalent rating by at least one "nationally recognized statistical
         rating organization" (as defined in Rule 436 under the Securities
         Act)); and

                  (e) direct obligations (or certificates representing an
         ownership interest in such obligations) of any State of the United
         States of America (including any agency or instrumentality thereof) for
         the payment of which the full faith and credit of such State is pledged
         and which are not callable or redeemable at the issuer's option,
         provided, however, that:

                           (1) the long-term debt of such State is rated "A-3"
                  or "A-" or higher according to Moody's or S&P (or such similar
                  equivalent rating by at least one "nationally recognized
                  statistical rating organization" (as defined in Rule 436 under
                  the Securities Act)), and

                           (2) such obligations mature within 180 days of
                  the date of acquisition thereof.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. ss.ss.
77aaa-77bbbb) as in effect on the date of this Indenture; provided, however,
that, in the event the TIA is amended after such date, "Trust Indenture Act"
means, to the extent required by any such amendments, the Trust Indenture Act of
1939 as so amended.

                  "Total Invested Capital" means at any time of determination,
the sum of, without duplication:

                  (a) the total amount of equity capital contributed to the
         Company as of February 8, 2000 (being $37 million), plus

                  (b) the aggregate net cash proceeds received by the Company
         from the common stock offering consummated on February 8, 2000, plus

<PAGE>

                                                                              28


                  (c) Capital Stock Sale Proceeds, plus

                  (d) the net reduction in Investments in any Person other than
         the Company or a Restricted Subsidiary resulting from dividends,
         repayments of loans or advances or other transfers of Property, in each
         case to the Company or any Restricted Subsidiary from such Person less
         the cost of the disposition of such Investment, provided, however, that
         such amount shall not exceed, in the case of any Person, the amount of
         Investments previously made (and treated as a Restricted Payment) by
         the Company or any Restricted Subsidiary in such Person, plus

                  (e) the Fair Market Value of Property received by the Company
         after February 8, 2000 (i) in exchange for Capital Stock (other than
         Disqualified Stock) of the Company, or (ii) in exchange for Capital
         Stock (other than Disqualified Stock) of any direct or indirect parent
         holding company of the Company (it being understood that the foregoing
         shall include the Fair Market Value of property received by any direct
         or indirect parent Person of the Company in exchange for Capital Stock
         (other than Disqualified Stock) of such parent Person to the extent
         that such Property is contributed to the Company), other than in the
         case of either (i) or (ii) Capital Stock issued to the Company or a
         Subsidiary of the Company, to employees or to an employee stock
         ownership plan or trust established by the Company or any Subsidiary
         for the benefit of their employees, plus

                  (f) consolidated Debt of the Company and the Restricted
         Subsidiaries outstanding at the date of determination, minus

                  (g) the aggregate amount of all Restricted Payments declared
         or made on or after February 8, 2000.

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

                  "Trust Officer" means any officer within the Corporate Trust
Administration department of the Trustee (or any successor group of the trustee)
with direct responsibility for the administration of this Indenture and also
means, with respect to a particular corporate trust matter, any other officer of
the Trustee to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.

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

                  "Unrestricted Subsidiary" means:

                  (a) any Subsidiary of the Company that is designated on or
         after the Issue Date as an Unrestricted Subsidiary as permitted or
         required pursuant to Section 4.11 and not

<PAGE>


                                                                              29

         thereafter redesignated as a Restricted Subsidiary as permitted
         pursuant thereto; and

                  (b) any Subsidiary of an Unrestricted Subsidiary.

                  "U.S. Government Obligations" means direct obligations (or
certificates representing an ownership interest in such obligations) of the
United States of America (including any agency or instrumentality thereof) for
the payment of which the full faith and credit of the United States of America
is pledged and which are not callable or redeemable at the issuer's option.

                  "Voting Stock" of any Person means all classes of Capital
Stock or other interests (including partnership interests) of such Person then
outstanding and normally entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof.

                  "Wholly Owned Restricted Subsidiary" means, at any time, a
Restricted Subsidiary all the Voting Stock of which (except directors'
qualifying shares) is at such time owned, directly or indirectly, by the Company
and its other Wholly Owned Subsidiaries. Notwithstanding the preceding, all
Restricted Subsidiaries existing on the Issue Date, including Alamosa PCS, Inc.,
Texas Telecommunications, LP, Alamosa Finance, LLC, Alamosa Limited, LLC,
Alamosa Delaware GP, LLC, Alamosa Wisconsin GP, LLC, Alamosa Wisconsin Limited
Partnership, Alamosa Holdings, LLC, Alamosa (Wisconsin) Properties, LLC, Alamosa
Properties, LP, Alamosa Missouri, LLC, Alamosa Missouri Properties, LLC,
Washington Oregon Wireless, LLC, Washington Oregon Wireless Properties, LLC,
Washington Oregon Wireless Licenses, LLC, SWGP, LLC, SWLP, LLC, Southwest PCS,
LP, Southwest PCS Properties, LLC and Southwest PCS Licenses, LLC, will be
considered Wholly Owned Restricted Subsidiaries so long as they remain
Restricted Subsidiaries.

                  SECTION 1.02.  Other Definitions.

                                                                     Defined in
                          Term                                         Section
                          ----                                         -------
"Affiliate Transaction"............................................     4.09
"Allocable Excess Proceeds"........................................     4.07
"Bankruptcy Law"...................................................     6.01
"Change of Control Offer"..........................................     4.14
"Change of Control Payment Date"...................................     4.14
"Change of Control Purchase Price".................................     4.14
"Claiming Guarantor"...............................................    10.02
"Contributing Party"...............................................    10.02
"covenant defeasance option".......................................     8.01
"Custodian"........................................................     6.01

<PAGE>

                                                                              30


                                                                     Defined in
                          Term                                         Section
                          ----                                         -------
"Event of Default"..............................................        6.01
"Excess Proceeds"...............................................        4.07
"Global Security"...............................................     Appendix A
"legal defeasance option".......................................        8.01
"Legal Holiday".................................................       12.08
"Obligations"...................................................       10.01
"Offer Amount"..................................................        4.07
"Offer Period"..................................................        4.07
"pay its Subsidiary Guaranty"...................................       11.03
"Paying Agent"..................................................        2.03
"Payment Blockage Notice".......................................       11.03
"Payment Blockage Period".......................................       11.03
"Prepayment Offer"..............................................        4.07
"Registrar".....................................................        2.03
"Surviving Person"..............................................        5.01

                  SECTION 1.03. Incorporation by Reference of Trust Indenture
Act. This Indenture is subject to the mandatory provisions of the TIA, which are
incorporated by reference in and made a part of this Indenture. The following
TIA terms have the following meanings:

                  "Commission" means the SEC.

                  "indenture securities" means the Securities and the Subsidiary
Guarantees.

                  "indenture security holder" means a Securityholder.

                  "indenture to be qualified" means this Indenture.

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

                  "obligor" on the indenture securities means the Company, each
Subsidiary Guarantor and any other obligor on the indenture securities.

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

<PAGE>

                                                                              31

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

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

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

                  (3) "or" is not exclusive;

                  (4) "including" means including without limitation;

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

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

                  (7) the accreted value of any noninterest bearing or other
         discount security at any date shall be the accreted value thereof that
         would be shown on a balance sheet of the issuer dated such date
         prepared in accordance with GAAP; and

                  (8) the principal amount of any Preferred Stock shall be the
         greater of (i) the maximum liquidation value of such Preferred Stock or
         (ii) the maximum mandatory redemption or mandatory repurchase price
         with respect to such Preferred Stock.


                                   ARTICLE II

                                 The Securities

                  SECTION 2.01. Form and Dating. Provisions relating to the
Securities and the New Securities are set forth in Appendix A, which is hereby
incorporated in and expressly made part of this Indenture. The Securities and
the Trustee's certificate of authentication shall be substantially in the form
of Exhibit A which is hereby incorporated in and expressly made a part of this
Indenture. The New Securities and the Trustee's certificate of authentication
shall each be substantially in the form of Exhibit B hereto, which is hereby
incorporated in and expressly made a part of this Indenture. The Securities and
the New Securities may have notations, legends or endorsements required by law,
stock exchange rule, agreements to which the Company is subject, if any, or
usage, provided that any such notation, legend or endorsement is in a form
reasonably acceptable to the Company. Each Security shall be dated the date of
its authentication. The terms of the Securities set forth in Exhibit A and
Exhibit B are part of the terms of this Indenture.

                  SECTION 2.02. Execution and Authentication. Two Officers shall
sign the Securities for the Company by manual or facsimile signature. The
Company's seal shall be impressed,

<PAGE>

                                                                              32


affixed, imprinted or reproduced on the Securities and may be in facsimile form.

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

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities executed by the
Company to the Trustee for authentication, together with a written order of the
Company in the form of an Officers' Certificate for the authentication and
delivery of such Securities, and the Trustee in accordance with such written
order of the Company shall authenticate and deliver such Securities.

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

                  The Trustee may appoint an authenticating agent reasonably
acceptable to the Company to authenticate the Securities. Unless limited by the
terms of such appointment, an authenticating agent may authenticate Securities
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 any Registrar, Paying Agent or agent
for service of notices and demands.

                  SECTION 2.03. Registrar and Paying Agent. The Company shall
maintain an office or agency where Securities may be presented for registration
of transfer or for exchange (the "Registrar") and an office or agency where
Securities may be presented for payment (the "Paying Agent"). The Registrar
shall keep a register of the Securities and of their transfer and exchange. The
Company may have one or more co-registrars and one or more additional paying
agents. The term "Paying Agent" includes any additional paying agent.

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

<PAGE>

                                                                              33


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

                  SECTION 2.04. Paying Agent To Hold Money in Trust. Prior to
each due date of the principal, premium, if any and interest on any Security,
the Company shall deposit with the Paying Agent a sum sufficient to pay such
principal, premium, if any and interest when so becoming due. 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 Securityholders or the
Trustee all money held by the Paying Agent for the payment of principal,
premium, if any, and interest on the Securities and shall notify the Trustee of
any default by the Company in making any such payment. If the Company or a
Wholly Owned Subsidiary acts as Paying Agent, it shall segregate the money held
by it as Paying Agent and hold it as a separate trust fund. The Company at any
time may require a Paying Agent to pay all money held by it to the Trustee and
to account for any funds disbursed by the Paying Agent. Upon complying with this
Section, the Paying Agent shall have no further liability for the money
delivered to the Trustee.

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

                  SECTION 2.06. Replacement Securities. If a mutilated Security
is surrendered to the Registrar or if the Holder of a Security claims that such
Security has been lost, destroyed or wrongfully taken, the Company shall issue
and the Trustee shall authenticate a replacement Security if the requirements of
Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies
any other reasonable requirements of the Trustee. If required by the Trustee or
the Company, such Holder shall furnish an indemnity bond sufficient in the
judgment of the Company and the Trustee to protect the Company, the Trustee, the
Paying Agent, the Registrar and any co-registrar from any loss which any of them
may suffer if a Security is replaced. The Company and the Trustee may charge the
Holder for their expenses in replacing a Security.

                  Every replacement Security is an additional obligation of the
Company.

                  SECTION 2.07. Outstanding Securities. Securities outstanding
at any time are all Securities authenticated by the Trustee except for those
canceled by it, those delivered to it for cancelation and those described in
this Section as not outstanding. A Security does not cease to be outstanding
because the Company or an Affiliate of the Company holds the Security.

<PAGE>

                                                                              34


                  If a Security is replaced pursuant to Section 2.06, it ceases
to be outstanding unless the Trustee and the Company receive proof satisfactory
to them that the replaced Security is held by a bona fide purchaser.

                  If the Paying Agent segregates and holds in trust, in
accordance with this Indenture, on a redemption date or maturity date money
sufficient to pay all principal, premium, if any and interest payable on that
date with respect to the Securities (or portions thereof) to be redeemed or
maturing, as the case may be, then on and after that date such Securities (or
portions thereof) cease to be outstanding and interest on them ceases to
accrete.

                  SECTION 2.08. Temporary Securities. Until definitive
Securities are ready for delivery, the Company may prepare and the Trustee shall
authenticate temporary Securities. Temporary Securities shall be substantially
in the form of definitive Securities but may have variations that the Company
considers appropriate for temporary Securities. Without unreasonable delay, the
Company shall prepare and the Trustee shall authenticate definitive Securities
and deliver them in exchange for temporary Securities.

                  SECTION 2.09. Cancelation. The Company at any time may deliver
Securities to the Trustee for cancelation. The Registrar and the Paying Agent
shall forward to the Trustee any Securities surrendered to them for registration
of transfer, exchange or payment. The Trustee and no one else shall cancel and
destroy (subject to the record retention requirements of the Exchange Act) all
Securities surrendered for registration of transfer, exchange, payment or
cancelation and deliver a certificate of such destruction to the Company. The
Company may not issue new Securities to replace Securities it has redeemed, paid
or delivered to the Trustee for cancelation.

                  SECTION 2.10. Defaulted Interest. If the Company defaults in a
payment of interest on the Securities, the Company shall pay the defaulted
interest (plus interest on such defaulted interest to the extent lawful) in any
lawful manner. The Company may pay the defaulted interest to the persons who are
Securityholders on a subsequent special record date. The Company shall fix or
cause to be fixed any such special record date and payment date to the
reasonable satisfaction of the Trustee and shall promptly mail to each
Securityholder a notice that states the special record date, the payment date
and the amount of defaulted interest to be paid.

                  SECTION 2.11. CUSIP Numbers. The Company in issuing the
Securities may use "CUSIP" numbers (if then generally in use) and, if so, the
Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to
Holders; provided, however, that neither the Company nor the Trustee shall have
any responsibility for any defect in the "CUSIP" number that appears on any
Security, check, advice of payment or redemption notice, and any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Securities

<PAGE>

                                                                              35


or as contained in any notice of a redemption and that reliance may be placed
only on the other identification numbers printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.


                                   ARTICLE III

                                   Redemption

                  SECTION 3.01. Notices to Trustee. If the Company elects to
redeem Securities pursuant to paragraph 5 of the Securities, it shall notify the
Trustee in writing of the redemption date, the principal amount of Securities to
be redeemed and that such redemption is being made pursuant to paragraph 5 of
the Securities.

                  The Company shall give each notice to the Trustee provided for
in this Section at least 45 days before the redemption date unless the Trustee
consents to a shorter period. Such notice shall be accompanied by an Officers'
Certificate and an Opinion of Counsel from the Company to the effect that such
redemption will comply with the conditions herein.

                  SECTION 3.02. Selection of Securities To Be Redeemed. If fewer
than all the Securities are to be redeemed, the Trustee shall select the
Securities to be redeemed pro rata or by lot or by a method that complies with
applicable legal and securities exchange requirements, if any, and that the
Trustee considers fair and appropriate and in accordance with methods generally
used at the time of selection by fiduciaries in similar circumstances. The
Trustee shall make the selection from outstanding Securities not previously
called for redemption. Securities the Trustee selects shall be in amounts of
$1,000 or a whole multiple of $1,000. The Trustee shall notify the Company
promptly of the Securities to be redeemed.

                  SECTION 3.03. Notice of Redemption. At least 30 days but not
more than 60 days before a date for redemption of Securities, the Company shall
mail a notice of redemption by first-class mail to each Holder of Securities to
be redeemed.

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

                  (1) the redemption date;

                  (2) the redemption price;

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

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

<PAGE>

                                                                              36


                  (5) if fewer than all the outstanding Securities are to be
         redeemed, the identification of the particular Securities to be
         redeemed;

                  (6) that, unless the Company defaults in making such
         redemption payment, interest on Securities (or portion thereof) called
         for redemption ceases to accrete on and after the redemption date; and

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

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense. In such event,
the Company shall provide the Trustee with the information required by this
Section at least 45 days before the redemption date.

                  SECTION 3.04. Effect of Notice of Redemption. Once notice of
redemption is mailed, Securities called for redemption become due and payable on
the redemption date and at the redemption price stated in the notice. Upon
surrender to the Paying Agent, such Securities shall be paid at the redemption
price stated in the notice, plus accrued interest to the redemption date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the related interest payment date that is on or prior to
the date of redemption). Failure to give notice or any defect in the notice to
any Holder shall not affect the validity of the notice to any other Holder.

                  SECTION 3.05. Deposit of Redemption Price. Prior to the
redemption date, the Company shall deposit with the Paying Agent (or, if the
Company or a Wholly Owned Subsidiary is the Paying Agent, shall segregate and
hold in trust) money sufficient to pay the redemption price of and accrued
interest (subject to the right of Holders of record on the relevant record date
to receive interest due on the related interest payment date that is on or prior
to the date of redemption) on all Securities to be redeemed on that date other
than Securities or portions of Securities called for redemption that have been
delivered by the Company to the Trustee for cancelation.

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

<PAGE>

                                                                              37


                                   ARTICLE IV

                                    Covenants

                  SECTION 4.01. Payment of Securities. The Company shall
promptly pay principal, premium, if any and interest on the Securities on the
dates and in the manner provided in the Securities and in this Indenture.
Principal, premium, if any and interest shall be considered paid on the date due
if on such date the Trustee or the Paying Agent holds in accordance with this
Indenture money sufficient to pay all principal, premium, if any and interest
then due.

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

                  SECTION 4.02. SEC Reports. Notwithstanding that the Company
may not be subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, the Company shall file with the Commission and provide the Trustee
and holders of Securities with such annual reports and such information,
documents and other reports as are specified in Sections 13 and 15(d) of the
Exchange Act and applicable to a U.S. corporation subject to such Sections, such
information, documents and reports to be so filed and provided at the times
specified for the filing of such information, documents and reports under such
Sections; provided, however, that the Company shall not be so obligated to file
such information, documents and reports with the Commission if the Commission
does not permit such filings. The Company shall also comply with the other
provisions of TIA ss. 314(a).

                  SECTION 4.03. Limitation on Debt. The Company shall not, and
shall not permit any Restricted Subsidiary to, Incur, directly or indirectly,
any Debt unless, after giving effect to the application of the proceeds thereof,
no Default or Event of Default would occur as a consequence of such Incurrence
or be continuing following such Incurrence and:

                  (1) such Debt is Debt of the Company or a Subsidiary Guarantor
         and after giving effect to the Incurrence of such Debt and the
         application of the proceeds thereof, the Leverage Ratio of the Company
         and the Restricted Subsidiaries (calculated on a consolidated basis
         using Annualized Pro Forma EBITDA which gives pro forma effect to those
         Asset Sales, Investments or acquisitions of Property described in the
         definition of Pro Forma EBITDA) would not exceed (a) 7.0 to 1.0, if the
         Debt is to be Incurred prior to January 1, 2004 or (b) 6.0 to 1.0, if
         the Debt is to be Incurred on or after January 1, 2004; or

                  (2) such Debt is Debt of the Company or a Subsidiary Guarantor
         and is Incurred prior to January 1, 2004, provided that after giving
         effect to the Incurrence of such Debt and the application of the
         proceeds thereof, the total Debt of

<PAGE>

                                                                              38


         the Company and its Restricted Subsidiaries on a consolidated basis
         would be equal to or less than 75% of Total Invested Capital; or

                  (3) such Debt is Permitted Debt.

                  The term "Permitted Debt" is defined to include obligations
which meet the requirements of any of the following clauses (a) through (i):

                  (a) Debt of the Company evidenced by the Securities, the
         Senior Notes and the Senior Discount Notes and of Subsidiary Guarantors
         evidenced by Subsidiary Guarantees relating to the Securities, the
         Senior Notes and the Senior Discount Notes;

                  (b) Debt of the Company or a Subsidiary Guarantor under any
         Credit Facilities, provided, however, that the aggregate principal
         amount of all such Debt under Credit Facilities at any one time
         outstanding shall not exceed the sum of (i) $250 million plus (ii) 85%
         of Eligible Receivables, which sum shall be permanently reduced by the
         amount of Net Available Cash used to Repay Debt under the Credit
         Facilities, and not subsequently reinvested in Additional Assets or
         used to purchase Securities or Repay other Debt, pursuant to Section
         4.07;

                  (c) Debt in respect of Capital Lease Obligations and Purchase
         Money Debt, provided, however, that:

                           (1) the aggregate principal amount of such Debt does
                  not exceed the Fair Market Value (on the date of the
                  Incurrence thereof) of the Property acquired, constructed or
                  leased, and

                           (2) the aggregate principal amount of all Debt
                  Incurred and then outstanding pursuant to this clause (c)
                  (together with all Permitted Refinancing Debt Incurred and
                  then outstanding in respect of Debt previously Incurred
                  pursuant to this clause (c)) does not exceed $50 million;

                  (d) Debt of the Company owing to and held by any Restricted
         Subsidiary and Debt of a Restricted Subsidiary owing to and held by the
         Company or any Restricted Subsidiary; provided, however, that any
         subsequent issue or transfer of Capital Stock or other event that
         results in any such Restricted Subsidiary ceasing to be a Restricted
         Subsidiary or any subsequent transfer of any such Debt (except to the
         Company or another Restricted Subsidiary) shall be deemed, in each
         case, to constitute the Incurrence of such Debt by the issuer thereof;

                  (e) Debt under Interest Rate Agreements entered into by the
         Company or a Restricted Subsidiary for the purpose of limiting interest
         rate risk in the ordinary course of the

<PAGE>

                                                                              39


         financial management of the Company or such Restricted Subsidiary and
         not for speculative purposes, provided, however, that the obligations
         under such agreements are related to payment obligations on Debt
         otherwise permitted by the terms of this Section 4.03;

                  (f) Debt in connection with one or more standby letters of
         credit or performance bonds issued by the Company or a Restricted
         Subsidiary in the ordinary course of business or pursuant to
         self-insurance obligations and not in connection with the borrowing of
         money or the obtaining of advances or credit;

                  (g) Debt outstanding on the Issue Date not otherwise
         described in clauses (a) through (f) above;

                  (h) Permitted Refinancing Debt Incurred in respect of Debt
         Incurred pursuant to clause (1) or (2) of the first paragraph of this
         Section 4.03 or clause (a), (c) or (g) above; and

                  (i) additional Debt of the Company in an aggregate principal
         amount outstanding at any one time not to exceed $50 million.

                  For purposes of determining compliance with this Section 4.03,

                  (a) in the event that any Debt is allowed to be Incurred
         pursuant to more than one of the categories of Debt described above,
         including clauses (1) or (2) of the first paragraph of this Section
         4.03 or as Permitted Debt, the Company, in its sole discretion, will
         classify such Debt, as of the time of Incurrence thereof, as Debt
         incurred pursuant to a particular clause under the first paragraph of
         this Section 4.03, and if Incurred as Permitted Debt will specify under
         which clause of Permitted Debt the Debt is Incurred; and

                  (b) Debt may be divided and classified in more than one of the
         categories of Debt described above.

                  Notwithstanding anything to the contrary contained in this
Section 4.03,

                  (a) the Company shall not, and shall not permit any Subsidiary
         Guarantor to, Incur any Debt pursuant to this Section 4.03 if the
         proceeds thereof are used, directly or indirectly, to Refinance any
         Subordinated Obligations unless such Debt shall be subordinated to the
         Securities or the applicable Subsidiary Guaranty, as the case may be,
         to at least the same extent as such Subordinated Obligations, and

                  (b) the Company shall not permit any Restricted Subsidiary
         that is not a Subsidiary Guarantor to Incur any Debt pursuant to this
         Section 4.03 if the proceeds thereof

<PAGE>

                                                                              40


         are used, directly or indirectly, to Refinance any Debt of
         the Company or any Subsidiary Guarantor.

                  SECTION 4.04. Limitation on Restricted Payments. The Company
shall not make, and shall not permit any Restricted Subsidiary to make, directly
or indirectly, any Restricted Payment if at the time of, and after giving effect
to, such proposed Restricted Payment,

                  (a) a Default or Event of Default shall have occurred and be
         continuing,

                  (b) the Company could not Incur at least $1.00 of additional
         Debt pursuant to clause (1) or (2) of the first paragraph of Section
         4.03, or

                  (c) the aggregate amount of such Restricted Payment and all
         other Restricted Payments declared or made since February 8, 2000 (the
         amount of any Restricted Payment, if made other than in cash, to be
         based upon Fair Market Value) would exceed an amount equal to the sum
         of:

                           (1) the result of:

                                    (A) Cumulative EBITDA, minus

                                    (B) the product of 1.5 and Cumulative
                           Interest Expense, plus

                           (2) Capital Stock Sale Proceeds, plus

                           (3) the sum of:

                                    (A) the aggregate net cash proceeds received
                           by the Company or any Restricted Subsidiary from the
                           issuance or sale after February 8, 2000 of
                           convertible or exchangeable Debt that has been
                           converted into or exchanged for Capital Stock (other
                           than Disqualified Stock) of the Company or any direct
                           or indirect parent holding company of the Company,
                           and

                                    (B) the aggregate amount by which Debt
                           (other than Subordinated Obligations) of the Company
                           or any Restricted Subsidiary is reduced on the
                           Company's consolidated balance sheet on or after
                           February 8, 2000 upon the conversion or exchange of
                           any Debt issued or sold on or prior to February 8,
                           2000 that is convertible or exchangeable for Capital
                           Stock (other than Disqualified Stock) of the Company
                           or any direct or indirect parent holding company of
                           the Company,

<PAGE>

                                                                              41


                  excluding, in the case of clause (A) or (B):

                                    (x) any such Debt issued or sold to the
                           Company or a Subsidiary of the Company or an employee
                           stock ownership plan or trust established by the
                           Company or any such Subsidiary for the benefit of
                           their employees, and

                                    (y) the aggregate amount of any cash or
                           other Property distributed by the Company or any
                           Restricted Subsidiary upon any such conversion or
                           exchange,

                  plus

                           (4) an amount equal to the sum of:

                                    (A) the net reduction in Investments in any
                           Person other than the Company or a Restricted
                           Subsidiary resulting from dividends, repayments of
                           loans or advances or other transfers of Property, in
                           each case to the Company or any Restricted Subsidiary
                           from such Person, less the cost of the disposition of
                           such Investment, plus

                                    (B) the portion (proportionate to the
                           Company's equity interest in such Unrestricted
                           Subsidiary) of the Fair Market Value of the net
                           assets of an Unrestricted Subsidiary at the time such
                           Unrestricted Subsidiary is designated a Restricted
                           Subsidiary;

provided, however, that the sum in this clause (4) shall not exceed, in the case
of any Person, the amount of Investments previously made (and treated as a
Restricted Payment) by the Company or any Restricted Subsidiary in such Person.

                  Notwithstanding the foregoing limitation, the Company may take
any action if it is in compliance with any of the following clauses (a) through
(f):

                  (a) pay dividends on its Capital Stock within 60 days of the
         declaration thereof if, on said declaration date, such dividends could
         have been paid in compliance with this Indenture; provided, however,
         that at the time of such payment of such dividend, no other Default or
         Event of Default shall have occurred and be continuing (or result
         therefrom); provided further, however, that such dividend shall be
         included in the calculation of the amount of Restricted Payments;

                  (b) purchase, repurchase, redeem, legally defease, acquire or
         retire for value Capital Stock of the Company or Subordinated
         Obligations in exchange for, or out of the proceeds of the
         substantially concurrent sale of, Capital Stock of the Company (other
         than Disqualified Stock and

<PAGE>

                                                                              42


         other than Capital Stock issued or sold to a Subsidiary of the Company
         or an employee stock ownership plan or trust established by the Company
         or any such Subsidiary for the benefit of their employees); provided,
         however, that:

                           (1) such purchase, repurchase, redemption, legal
                  defeasance, acquisition or retirement shall be excluded in the
                  calculation of the amount of Restricted Payments, and

                           (2) the Capital Stock Sale Proceeds from such
                  exchange or sale shall be excluded from the calculation
                  pursuant to clause (c)(2) above;

                  (c) purchase, repurchase, redeem, legally defease, acquire or
         retire for value any Subordinated Obligations in exchange for, or out
         of the proceeds of the substantially concurrent sale of, Permitted
         Refinancing Debt; provided, however, that such purchase, repurchase,
         redemption, legal defeasance, acquisition or retirement shall be
         excluded in the calculation of the amount of Restricted Payments;

                  (d) make a Restricted Payment, if at the time the Company or
         any Restricted Subsidiary first Incurred a commitment for such
         Restricted Payment, such Restricted Payment could have been made;
         provided, however, that all commitments Incurred and outstanding shall
         be treated as if such commitments were Restricted Payments expended by
         the Company or a Restricted Subsidiary at the time the commitments were
         Incurred, except that commitments Incurred and outstanding that are
         treated as a Restricted Payment expended by the Company or a Restricted
         Subsidiary and that are terminated shall no longer be treated as a
         Restricted Payment expended by the Company or a Restricted Subsidiary
         upon the termination of such commitment;

                  (e) repurchase shares of, or options to purchase shares of,
         common stock of the Company or any of its Subsidiaries (or pay
         dividends on its capital stock for the purpose of enabling any direct
         or indirect parent company of the Company to repurchase shares of, or
         options to purchase shares of, its common stock) from current or former
         officers, directors or employees of the Company or any of its
         Subsidiaries or any direct or indirect parent holding company of the
         Company (or permitted transferees of such current or former officers,
         directors or employees), pursuant to the terms of agreements (including
         employment agreements) or plans (or amendments thereto) approved by the
         Board of Directors of the Company or such parent holding company under
         which such individuals purchase or sell, or are granted the option to
         purchase or sell, shares of such common stock; provided, however, that:

                           (1) the aggregate amount of such repurchases shall
                  not exceed $3 million in any calendar year, although any
                  unused amount in any calendar year may be

<PAGE>

                                                                              43


                  carried forward to one or more future calendar years, and

                           (2) at the time of such repurchase, no other Default
                  or Event of Default shall have occurred and be continuing (or
                  result therefrom);

         provided further, however, that such repurchases shall be included in
         the calculation of the amount of Restricted Payments; and

                  (f) make Investments in any Person, provided that the Fair
         Market Value thereof, measured on the date each such Investment was
         made or returned, as applicable, when taken together with all other
         Investments made pursuant to this clause (f), does not exceed the sum
         of $50 million, plus the aggregate amount of the net reduction in
         Investments in any Person made pursuant to this clause (f) on and after
         February 8, 2000 resulting from dividends, repayments of loans or other
         transfers of Property, in each case to the Company or any Restricted
         Subsidiary from such Person, except to the extent that any such net
         reduction amount is included in the amount calculated pursuant to
         clause (c) of the preceding paragraph or any other clause of this
         paragraph; provided, however, that at the time of such Investment, no
         other Default or Event of Default shall have occurred and be continuing
         (or result therefrom); provided further, however, that such Investment
         shall be included in the calculation of the amount of Restricted
         Payments.

                  SECTION 4.05. Limitation on Liens. The Company shall not, and
shall not permit any Restricted Subsidiary to, directly or indirectly, Incur or
suffer to exist, any Lien, other than Permitted Liens, upon any of its Property
(including Capital Stock of a Restricted Subsidiary), whether owned at the Issue
Date or thereafter acquired, or any interest therein or any income or profits
therefrom, unless it has made or will make effective provision whereby the
Securities or the applicable Subsidiary Guaranty will be secured by such Lien
equally and ratably with (or prior to) all other Debt of the Company or any
Restricted Subsidiary secured by such Lien.

                  SECTION 4.06. Limitation on Issuance or Sale of Capital Stock
of Restricted Subsidiaries. The Company shall not:

                  (a) sell, pledge, hypothecate or otherwise dispose of any
         shares of Capital Stock of a Restricted Subsidiary, except pledges of
         Capital Stock which constitute Permitted Liens, or

                  (b) permit any Restricted Subsidiary to, directly or
         indirectly, issue or sell or otherwise dispose of any shares of its
         Capital Stock,

<PAGE>

                                                                              44


other than, in the case of either (a) or (b):

                  (1) directors' qualifying shares,

                  (2) to the Company or a Restricted Subsidiary,

                  (3) a disposition of Capital Stock of such Restricted
         Subsidiary where immediately after giving effect thereto, either such
         Restricted Subsidiary remains a Restricted Subsidiary or the Company
         and the Restricted Subsidiaries no longer own any Capital Stock of such
         entity, provided, however, that, in the case of this clause (3),

                           (A) such issuance, sale or disposition is effected in
                  compliance with Section 4.07, and

                           (B) upon consummation of any such disposition which
                  results in the Company and the Restricted Subsidiaries no
                  longer owning any Capital Stock of an entity and execution and
                  delivery of a supplemental indenture in form satisfactory to
                  the Trustee, such entity shall be released from any Subsidiary
                  Guaranty previously made by such entity,

                  (4) the transfer, conveyance, sale or other disposition of
         shares required by applicable law or regulation,

                  (5) Capital Stock issued and outstanding on the Issue Date,

                  (6) Capital Stock of a Restricted Subsidiary issued and
         outstanding prior to the time that such Person becomes a Restricted
         Subsidiary so long as such Capital Stock was not issued in
         contemplation of such Person's becoming a Restricted Subsidiary or
         otherwise being acquired by the Company, or

                  (7) an issuance of Preferred Stock of a Restricted Subsidiary
         (other than Preferred Stock convertible or exchangeable into common
         stock of any Restricted Subsidiary) otherwise permitted by this
         Indenture.

                  SECTION 4.07. Limitation on Asset Sales. The Company shall
not, and shall not permit any Restricted Subsidiary to, directly or indirectly,
consummate any Asset Sale unless:

                  (a) the Company or such Restricted Subsidiary receives
         consideration at the time of such Asset Sale at least equal to the Fair
         Market Value of the Property subject to such Asset Sale;

                  (b) at least 75% of the consideration paid to the Company or
         such Restricted Subsidiary in connection with such Asset Sale is in the
         form of cash or cash equivalents or Telecommunications Assets or the
         assumption by the

<PAGE>

                                                                              45


         purchaser of liabilities of the Company or any Restricted Subsidiary
         (other than liabilities that are by their terms subordinated to the
         Securities or the applicable Subsidiary Guaranty) as a result of which
         the Company and the Restricted Subsidiaries are no longer obligated
         with respect to such liabilities; and

                  (c) the Company delivers an Officers' Certificate to the
         Trustee certifying that such Asset Sale complies with the foregoing
         clauses (a) and (b).

                  The Net Available Cash (or any portion thereof) from Asset
Sales may be applied by the Company or a Restricted Subsidiary, to the extent
the Company or such Restricted Subsidiary elects (or is required by the terms of
any Debt):

                  (a) to Repay Senior Debt of the Company or any Subsidiary
         Guarantor (including the Senior Discount Notes, the Senior Notes and
         the Securities), or Debt of any Restricted Subsidiary that is not a
         Subsidiary Guarantor (excluding, in any such case, any Debt owed to the
         Company or an Affiliate of the Company); or

                  (b) to reinvest in Additional Assets (including by means of an
         Investment in Additional Assets by a Restricted Subsidiary with Net
         Available Cash received by the Company or another Restricted
         Subsidiary).

                  Any Net Available Cash from an Asset Sale not applied in
accordance with the preceding paragraph within 360 days from the date of the
receipt of such Net Available Cash shall constitute "Excess Proceeds". When the
aggregate amount of Excess Proceeds exceeds $10 million (taking into account
income earned on such Excess Proceeds, if any), the Company will be required to
make an offer to purchase (the "Prepayment Offer") the Securities which offer
shall be in the amount of the Allocable Excess Proceeds, on a pro rata basis
according to principal amount, at a purchase price equal to 100% of the
principal amount thereof, plus accrued and unpaid interest, if any, to the
purchase date (subject to the right of holders of record on the relevant record
date to receive interest due on the relevant interest payment date), in
accordance with the procedures (including prorating in the event of
oversubscription) set forth below. To the extent that any portion of the amount
of Net Available Cash remains after compliance with the preceding sentence and
provided that all Holders have been given the opportunity to tender their
Securities for purchase in accordance with this Section 4.07, the Company or
such Restricted Subsidiary may use such remaining amount for any purpose
permitted by this Indenture and the amount of Excess Proceeds will be reset to
zero.

<PAGE>

                                                                              46


                  The term "Allocable Excess Proceeds" will mean the product of:

                  (a) the Excess Proceeds and

                  (b) a fraction,

                           (1) the numerator of which is the aggregate principal
                  amount of the Securities outstanding on the date of the
                  Prepayment Offer, and

                           (2) the denominator of which is the sum of the
                  aggregate principal amount of the Securities outstanding on
                  the date of the Prepayment Offer and the aggregate principal
                  amount (or if Incurred with original issue discount, the
                  aggregate accreted value) of other Debt of the Company
                  (including the Senior Notes and the Senior Discount Notes)
                  outstanding on the date of the Prepayment Offer that is pari
                  passu in right of payment with the Securities and subject to
                  terms and conditions in respect of Asset Sales similar in all
                  material respects to this Section 4.07 and requiring the
                  Company to make an offer to purchase such Debt at
                  substantially the same time as the Prepayment Offer.

                  (d)(1) Within five business days after the Company is
obligated to make a Prepayment Offer as described in the preceding paragraph,
the Company shall send a written notice, by first-class mail, to the Holders of
Securities, accompanied by such information regarding the Company and its
Subsidiaries as the Company in good faith believes will enable such Holders to
make an informed decision with respect to such Prepayment Offer. Such notice
shall state, among other things, the purchase price and the purchase date, which
shall be, subject to any contrary requirements of applicable law, a business day
no earlier than 30 days nor later than 60 days from the date such notice is
mailed.

                  (2) Not later than the date upon which written notice of a
Prepayment Offer is delivered to the Trustee as provided above, the Company
shall deliver to the Trustee an Officers' Certificate as to (i) the amount of
the Prepayment Offer (the "Offer Amount"), (ii) the allocation of the Net
Available Cash from the Asset Sales pursuant to which such Prepayment Offer is
being made and (iii) the compliance of such allocation with the provisions of
the second paragraph of this Section 4.07. On or before the Purchase Date, the
Company shall also irrevocably deposit with the Trustee or with the Paying Agent
(or, if the Company or a Wholly Owned Subsidiary is the Paying Agent, shall
segregate and hold in trust) in Temporary Cash Investments (other than in those
enumerated in clause (b) of the definition of Temporary Cash Investments),
maturing on the last day prior to the Purchase Date or on the Purchase Date if
funds are immediately available by open of business, an amount equal to the
Offer Amount to be held for payment in accordance with the

<PAGE>

                                                                              47


provisions of this Section. Upon the expiration of the period for which the
Prepayment Offer remains open (the "Offer Period"), the Company shall deliver to
the Trustee for cancelation the Securities or portions thereof that have been
properly tendered to and are to be accepted by the Company. The Trustee or the
Paying Agent shall, on the Purchase Date, mail or deliver payment to each
tendering Holder in the amount of the purchase price. In the event that the
aggregate purchase price of the Securities delivered by the Company to the
Trustee is less than the Offer Amount, the Trustee or the Paying Agent shall
deliver the excess to the Company immediately after the expiration of the Offer
Period for application in accordance with this Section.

                  (3) Holders electing to have a Security purchased shall be
required to surrender the Security, with an appropriate form duly completed, to
the Company or its agent at the address specified in the notice at least three
Business Days prior to the Purchase Date. Holders shall be entitled to withdraw
their election if the Trustee or the Company receives not later than one
Business Day prior to the Purchase Date, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of the Security that was delivered for purchase by the Holder and a
statement that such Holder is withdrawing its election to have such Security
purchased. If at the expiration of the Offer Period the aggregate principal
amount of Securities surrendered by Holders exceeds the Offer Amount, the
Company shall select the Securities to be purchased on pro rata basis for all
Securities (with such adjustments as may be deemed appropriate by the Company so
that only Securities in denominations of $1,000, or integral multiples thereof,
shall be purchased). Holders whose Securities are purchased only in part shall
be issued new Securities equal in principal amount to the unpurchased portion of
the Securities surrendered.

                  (4) At the time the Company delivers Securities to the Trustee
that are to be accepted for purchase, the Company shall also deliver an
Officers' Certificate stating that such Securities are to be accepted by the
Company pursuant to and in accordance with the terms of this Section. A Security
shall be deemed to have been accepted for purchase at the time the Trustee or
the Paying Agent mails or delivers payment therefor to the surrendering Holder.

                  (e) The Company will comply, to the extent applicable, with
the requirements of Section 14(e) of the Exchange Act and any other securities
laws or regulations in connection with the repurchase of Securities pursuant to
this Section 4.07. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section 4.07, the Company will
comply with the applicable securities laws and regulations and will not be
deemed to have breached its obligations under this Section 4.07 by virtue
thereof.

                  SECTION 4.08. Limitation on Restrictions on Distributions from
Restricted Subsidiaries. The Company shall

<PAGE>

                                                                              48


not, and shall not permit any Restricted Subsidiary to, directly or indirectly,
create or otherwise cause or suffer to exist any consensual restriction on the
right of any Restricted Subsidiary to:

                  (a) pay dividends, in cash or otherwise, or make any other
         distributions on or in respect of its Capital Stock, or pay any Debt or
         other obligation owed, to the Company or any other Restricted
         Subsidiary,

                  (b) make any loans or advances to the Company or any other
         Restricted Subsidiary or

                  (c) transfer any of its Property to the Company or any other
         Restricted Subsidiary.

The foregoing limitations will not apply:

                  (1) with respect to clauses (a), (b) and (c), to restrictions:

                           (A) contained in an agreement or instrument governing
                  or relating to Debt contained in any Credit Facility
                  outstanding pursuant to clause (b) of the definition of
                  Permitted Debt in Section 4.03; provided, however, that:

                                    (x) the provisions of any Credit Facilities
                           with a Stated Maturity prior to the scheduled
                           maturity date of the Securities must permit
                           distributions to the Company for the sole purpose of,
                           and in an amount sufficient to fund, the payment of
                           interest when due as scheduled in respect of the
                           Securities, and

                                    (y) the provisions of any Credit Facilities
                           with a Stated Maturity on or after the scheduled
                           maturity date of the Securities must permit
                           distributions to the Company for the sole purpose of,
                           and in an amount sufficient to fund, the payment of
                           principal at scheduled maturity and interest when due
                           as scheduled in respect of the Securities,

                  (provided, in the case of both (x) and (y), that such payment
                  is due or to become due within 30 days from the date of such
                  distribution and the cash distributed is in fact utilized to
                  meet such payment obligation) at a time, in the case of both
                  (x) and (y), when there does not exist an event (or such
                  distribution would not cause an event) which, with the passage
                  of time or notice or both, would permit the lenders under any
                  Credit Facility to declare all amounts thereunder due and
                  payable; provided further, however, that such agreement or
                  instrument may nevertheless contain customary financial
                  covenants,

<PAGE>

                                                                              49


                           (B) relating to Debt of a Restricted Subsidiary and
                  existing at the time it became a Restricted Subsidiary if such
                  restriction was not created in connection with or in
                  anticipation of the transaction or series of transactions
                  pursuant to which such Restricted Subsidiary became a
                  Restricted Subsidiary or was acquired by the Company, or

                           (C) that result from the Refinancing of Debt Incurred
                  pursuant to an agreement referred to in clause (1)(A) or (B)
                  above or in clause (2)(A) or (B) below, provided such
                  restriction is not materially less favorable to the holders of
                  Securities than those under the agreement evidencing the Debt
                  so Refinanced, and

                  (2) with respect to clause (c) only, to restrictions:

                           (A) relating to Debt that is permitted to be Incurred
                  and secured without also securing the Securities or the
                  applicable Subsidiary Guaranty pursuant to Sections 4.03 and
                  4.05 that limit the right of the debtor to dispose of the
                  Property securing such Debt,

                           (B) encumbering Property at the time such Property
                  was acquired by the Company or any Restricted Subsidiary, so
                  long as such restriction relates solely to the Property so
                  acquired and was not created in connection with or in
                  anticipation of such acquisition,

                           (C) resulting from customary provisions restricting
                  subletting or assignment of leases or licenses or customary
                  provisions in other agreements that restrict assignment of
                  such agreements or rights thereunder,

                           (D) customarily contained in property sale agreements
                  limiting the transfer of such Property pending the closing of
                  such sale, or

                           (E) customarily contained in Debt instruments
                  limiting the sale of all or substantially all the assets of
                  the obligor.

                  SECTION 4.09. Limitation on Transactions with Affiliates. The
Company shall not, and shall not permit any Restricted Subsidiary to, directly
or indirectly, conduct any business or enter into or suffer to exist any
transaction or series of transactions (including the purchase, sale, transfer,
assignment, lease, conveyance or exchange of any Property or the

<PAGE>

                                                                              50


rendering of any service) with, or for the benefit of, any Affiliate of the
Company (an "Affiliate Transaction"), unless:

                  (a) the terms of such Affiliate Transaction are:

                           (1) set forth in writing and

                           (2) no less favorable to the Company or such
                  Restricted Subsidiary, as the case may be, than those that
                  could be obtained in a comparable arm's-length transaction
                  with a Person that is not an Affiliate of the Company,

                  (b) if such Affiliate Transaction involves aggregate payments
         or value in excess of $2 million, the Board of Directors (including a
         majority of the disinterested members of the Board of Directors)
         approves such Affiliate Transaction and, in its good faith judgment,
         believes that such Affiliate Transaction complies with clause (a)(2) of
         this paragraph as evidenced by a Board Resolution promptly delivered to
         the Trustee, and

                  (c) if such Affiliate Transaction involves aggregate payments
         or value in excess of $15 million, the Company obtains a written
         opinion from an Independent Financial Advisor to the effect that the
         consideration to be paid or received in connection with such Affiliate
         Transaction is fair, from a financial point of view, to the Company and
         the Restricted Subsidiaries, taken as a whole.

                  Notwithstanding the foregoing limitation, the Company or any
Restricted Subsidiary may enter into or suffer to exist the following:

                  (a) any transaction or series of transactions between the
         Company and one or more Restricted Subsidiaries or between two or more
         Restricted Subsidiaries, provided, however, that no more than 10% of
         the total voting power of the Voting Stock (on a fully diluted basis)
         of any such Restricted Subsidiary is owned by an Affiliate of the
         Company (other than a Restricted Subsidiary);

                  (b) any Restricted Payment permitted to be made pursuant to
         Section 4.04 or any Permitted Investment;

                  (c) the payment of compensation (including amounts paid
         pursuant to employee benefit plans) and the provision of benefits for
         the personal services of officers, directors and employees of the
         Company or any of the Restricted Subsidiaries, so long as the Board of
         Directors in good faith shall have approved the terms thereof;

                  (d) loans and advances to employees made in the ordinary
         course of business and consistent with the past practices of the
         Company or such Restricted Subsidiary, as the case may be, provided,
         however, that such loans and

<PAGE>

                                                                              51


         advances do not exceed $3 million in the aggregate at any one time
         outstanding; and

                  (e) any transaction or series of transactions pursuant to any
         agreement in existence on the Issue Date, and any renewal, extension or
         replacement of such agreement on terms no less favorable to the Company
         and the Restricted Subsidiaries than the agreement in existence on the
         Issue Date.

                  SECTION 4.10. Limitation on Layered Debt. The Company shall
not permit any Subsidiary Guarantor to Incur, directly or indirectly, any Debt
that is subordinate or junior in right of payment to any Senior Debt unless such
debt is expressly subordinated in right of payment to, or ranks pari passu with,
the Obligations under its Subsidiary Guaranty.

                  SECTION 4.11. Designation of Restricted and Unrestricted
Subsidiaries. The Board of Directors may designate any Subsidiary of the Company
to be an Unrestricted Subsidiary if:

                  (a) the Subsidiary to be so designated does not own any
         Capital Stock or Debt of, or own or hold any Lien on any Property of,
         the Company or any other Restricted Subsidiary,

                  (b) either:

                           (1) the Subsidiary to be so designated has total
                  assets of $1,000 or less, or

                           (2) such designation is effective immediately upon
                  such entity becoming a Subsidiary of the Company, and

                  (c) neither the Company nor any Restricted Subsidiary is
         directly or indirectly liable for any Debt that provides that the
         holder thereof may (with the passage of time or notice or both) declare
         a default thereon or cause the payment thereof to be accelerated or
         payable prior to its Stated Maturity upon the occurrence of a default
         with respect to any Debt, Lien or other obligation of the Subsidiary to
         be so designated (including any right to take enforcement action
         against the Subsidiary to be so designated).

Unless so designated as an Unrestricted Subsidiary, any Person that becomes a
Subsidiary of the Company will be classified as a Restricted Subsidiary;
provided, however, that such Subsidiary shall not be designated a Restricted
Subsidiary and shall be automatically classified as an Unrestricted Subsidiary
if either of the requirements set forth in clauses (x) and (y) of the third
immediately following paragraph will not be satisfied after giving pro forma
effect to such classification or if such Person is a Subsidiary of an
Unrestricted Subsidiary.

<PAGE>

                                                                              52


                  In addition, neither the Company nor any Restricted Subsidiary
shall become directly or indirectly liable for any Debt that provides that the
holder thereof may (with the passage of time or notice or both) declare a
default thereon or cause the payment thereof to be accelerated or payable prior
to its Stated Maturity upon the occurrence of a default with respect to any
Debt, Lien or other obligation of any Unrestricted Subsidiary (including any
right to take enforcement action against such Unrestricted Subsidiary).

                  Except as provided in the first sentence of the next preceding
paragraph, no Restricted Subsidiary may be redesignated as an Unrestricted
Subsidiary. Upon designation of a Restricted Subsidiary as an Unrestricted
Subsidiary in compliance with this Section 4.11, such Restricted Subsidiary
shall, by execution and delivery of a supplemental indenture in form
satisfactory to the Trustee, be released from any Subsidiary Guaranty previously
made by such Restricted Subsidiary.

                  The Board of Directors may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary if, immediately after giving pro forma
effect to such designation,

                  (x) the Company could Incur at least $1.00 of additional Debt
         pursuant to either clause (1) or clause (2) of the first paragraph of
         Section 4.03, and

                  (y) no Default or Event of Default shall have occurred and be
         continuing or would result therefrom.

                  Any such designation or redesignation by the Board of
Directors will be evidenced to the Trustee by filing with the Trustee a Board
Resolution giving effect to such designation or redesignation and an Officers'
Certificate that:

                  (a) certifies that such designation or redesignation complies
         with the foregoing provisions, and

                  (b) gives the effective date of such designation or
         redesignation, such filing with the Trustee to occur within 45 days
         after the end of the fiscal quarter of the Company in which such
         designation or redesignation is made (or, in the case of a designation
         or redesignation made during the last fiscal quarter of the Company's
         fiscal year, within 90 days after the end of such fiscal year).

                  SECTION 4.12. Limitation on Sale and Leaseback Transactions.
The Company shall not, and shall not permit any Restricted Subsidiary to, enter
into any Sale and Leaseback Transaction with respect to any Property unless:

<PAGE>

                                                                              53


                  (a) the Company or such Restricted Subsidiary would be
         entitled to:

                           (1) Incur Debt in an amount equal to the Attributable
                  Debt with respect to such Sale and Leaseback Transaction
                  pursuant to Section 4.03, and

                           (2) create a Lien on such Property securing such
                  Attributable Debt without also securing the Securities or the
                  applicable Subsidiary Guaranty pursuant to Section 4.05, and

                  (b) such Sale and Leaseback Transaction is effected in
         compliance with Section 4.07.

                  SECTION 4.13. Limitation on Company's Business. The Company
shall not, and shall not permit any Restricted Subsidiary to, engage in any
business other than the Telecommunications Business.

                  SECTION 4.14. Change of Control. Upon the occurrence of a
Change of Control, each Holder of Securities shall have the right to require the
Company to repurchase all or any part of such Holder's Securities pursuant to
the offer described below (the "Change of Control Offer") at a purchase price
(the "Change of Control Purchase Price") equal to 101.0% of the principal amount
thereof, plus accrued and unpaid interest, if any, to the purchase date (subject
to the right of Holders of record on the relevant record date to receive
interest due on the relevant interest payment date).

                  Within 30 days following any Change of Control, the Company
shall

                  (a) cause a notice of the Change of Control Offer to be sent
         at least once to the Dow Jones News Service or similar business news
         service in the United States and

                  (b) send, by first-class mail, with a copy to the Trustee, to
         each Holder of Securities, at such Holder's address appearing in the
         Security Register, a notice stating:

                           (1) that a Change of Control Offer is being made
                  pursuant to this Section 4.14 and that all Securities timely
                  tendered will be accepted for payment;

                           (2) the Change of Control Purchase Price and the
                  purchase date, which shall be, subject to any contrary
                  requirements of applicable law, a Business Day no earlier than
                  30 days nor later than 60 days from the date such notice is
                  mailed (the "Change of Control Payment Date");

                           (3) that any Security (or portion thereof) accepted
                  for payment (and duly paid on the Change of

<PAGE>

                                                                              54


                  Control Payment Date) pursuant to the Change of Control Offer
                  shall cease to accrete interest after the Change of Control
                  Payment Date;

                           (4) that any Security (or portions thereof) not
                  properly tendered will continue to accrete interest;

                           (5) the circumstances and relevant facts regarding
                  the Change of Control (including information with respect to
                  pro forma historical income, cash flow and capitalization
                  after giving effect to the Change of Control); and

                           (6) the procedures that Holders of Securities must
                  follow in order to tender their Securities (or portions
                  thereof) for payment and the procedures that Holders of
                  Securities must follow in order to withdraw an election to
                  tender Securities (or portions thereof) for payment.

                  Holders electing to have a Security purchased shall be
required to surrender the Security, with an appropriate form duly completed, to
the Company or its agent at the address specified in the notice at least three
Business Days prior to the Change of Control Payment Date. Holders shall be
entitled to withdraw their election if the Trustee or the Company receives not
later than one Business Day prior to the Change of Control Payment Date, a
telegram, telex, facsimile transmission or letter setting forth the name of the
Holder, the principal amount of the Security that was delivered for purchase by
the Holder and a statement that such Holder is withdrawing its election to have
such Security purchased.

                  On or prior to the Change of Control Payment Date, the Company
shall irrevocably deposit with the Trustee or with the Paying Agent (or, if the
Company or any of its Wholly Owned Subsidiaries is acting as the Paying Agent,
segregate and hold in trust) in cash an amount equal to the Change of Control
Purchase Price payable to the Holders entitled thereto, to be held for payment
in accordance with the provisions of this Section 4.14. On the Change of Control
Payment Date, the Company shall deliver to the Trustee the Securities or
portions thereof that have been properly tendered to and are to be accepted by
the Company for payment. The Trustee or the Paying Agent shall, on the Change of
Control Payment Date, mail or deliver payment to each tendering Holder of the
Change of Control Purchase Price. In the event that the aggregate Change of
Control Purchase Price is less than the amount delivered by the Company to the
Trustee or the Paying Agent, the Trustee or the Paying Agent, as the case may
be, shall deliver the excess to the Company immediately after the Change of
Control Payment Date.

                  The Company will comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the purchase of Securities pursuant to this
Section 4.14. To the

<PAGE>

                                                                              55


extent that the provisions of any securities laws or regulations conflict with
the provisions of this Section 4.14, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under this Section 4.14 by virtue thereof.

                  SECTION 4.15. Future Subsidiary Guarantors. The Company shall
cause each Person that becomes a Domestic Restricted Subsidiary following the
Issue Date to become a Subsidiary Guarantor by causing such Person to execute
and deliver to the Trustee a Supplemental Indenture as provided in Section 10.06
at the time such Person becomes a Domestic Restricted Subsidiary.

                  SECTION 4.16. Compliance Certificate. The Company shall
deliver to the Trustee within 120 days after the end of each fiscal year of the
Company an Officers' Certificate stating that in the course of the performance
by the signers of their duties as Officers of the Company they would normally
have knowledge of any Default and whether or not the signers know of any Default
that occurred during such period. If they do, the certificate shall describe the
Default, its status and what action the Company is taking or proposes to take
with respect thereto. The Company also shall comply with TIA ss. 314(a)(4).

                  SECTION 4.17. Further Instruments and Acts. Upon request of
the Trustee, the Company shall execute and deliver such further instruments and
do such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.


                                    ARTICLE V

                                Successor Company

                  SECTION 5.01. When Company May Merge or Transfer Assets. The
Company shall not merge, consolidate or amalgamate with or into any other Person
(other than a merger of a Wholly Owned Restricted Subsidiary into the Company)
or sell, transfer, assign, lease, convey or otherwise dispose of all or
substantially all its Property in any one transaction or series of transactions
unless:

                  (a) the Company shall be the surviving Person (the "Surviving
         Person") or the Surviving Person (if other than the Company) formed by
         such merger, consolidation or amalgamation or to which such sale,
         transfer, assignment, lease, conveyance or disposition is made shall be
         a corporation organized and existing under the laws of the United
         States of America, any State thereof or the District of Columbia;

                  (b) the Surviving Person (if other than the Company) expressly
         assumes, by supplemental indenture in form satisfactory to the Trustee,
         executed and delivered to the

<PAGE>

                                                                              56


         Trustee by such Surviving Person, the due and punctual payment of the
         principal of, and premium, if any, and interest on, all the Securities,
         according to their tenor, and the due and punctual performance and
         observance of all the covenants and conditions of this Indenture to be
         performed by the Company;

                  (c) in the case of a sale, transfer, assignment, lease,
         conveyance or other disposition of all or substantially all the
         Property of the Company, such Property shall have been transferred as
         an entirety or virtually as an entirety to one Person;

                  (d) immediately before and after giving effect to such
         transaction or series of transactions on a pro forma basis (and
         treating, for purposes of this clause (d) and clause (e) below, any
         Debt that becomes, or is anticipated to become, an obligation of the
         Surviving Person or any Restricted Subsidiary as a result of such
         transaction or series of transactions as having been Incurred by the
         Surviving Person or such Restricted Subsidiary at the time of such
         transaction or series of transactions), no Default or Event of Default
         shall have occurred and be continuing;

                  (e) immediately after giving effect to such transaction or
         series of transactions on a pro forma basis, the Company or the
         Surviving Person, as the case may be, would be able to Incur at least
         $1.00 of additional Debt under clause (1) or (2) of the first paragraph
         of Section 4.03;

                  (f) the Company shall deliver, or cause to be delivered, to
         the Trustee, in form and substance reasonably satisfactory to the
         Trustee, an Officers' Certificate and an Opinion of Counsel, each
         stating that such transaction and the supplemental indenture, if any,
         in respect thereto comply with this Section 5.01 and that all
         conditions precedent herein provided for relating to such transaction
         have been satisfied; and

                  (g) the Surviving Company shall have delivered to the Trustee
         an Opinion of Counsel to the effect that the holders will not recognize
         income, gain or loss for Federal income tax purposes as a result of
         such transaction or series of transactions and will be subject to
         Federal income tax on the same amounts and at the same times as would
         be the case if the transaction or series of transactions had not
         occurred.

                  SECTION 5.02. When a Subsidiary Guarantor May Merge or
Transfer Assets. The Company shall not permit any Subsidiary Guarantor to merge,
consolidate or amalgamate with or into any other Person (other than a merger of
a Wholly Owned Restricted Subsidiary into such Subsidiary Guarantor) or sell,
transfer, assign, lease, convey or otherwise dispose of all or

<PAGE>

                                                                              57


substantially all such Subsidiary Guarantor's Property in any one transaction or
series of transactions unless:

                  (a) the Surviving Person (if not such Subsidiary Guarantor)
         formed by such merger, consolidation or amalgamation or to which such
         sale, transfer, assignment, lease, conveyance or disposition is made
         shall be a corporation organized and existing under the laws of the
         United States of America, any State thereof or the District of
         Columbia;

                  (b) the Surviving Person (if other than such Subsidiary
         Guarantor) expressly assumes, by Subsidiary Guaranty in form
         satisfactory to the Trustee, executed and delivered to the Trustee by
         such Surviving Person, the due and punctual performance and observance
         of all the obligations of such Subsidiary Guarantor under its
         Subsidiary Guaranty;

                  (c) in the case of a sale, transfer, assignment, lease,
         conveyance or other disposition of all or substantially all the
         Property of such Subsidiary Guarantor, such Property shall have been
         transferred as an entirety or virtually as an entirety to one Person;

                  (d) immediately before and after giving effect to such
         transaction or series of transactions on a pro forma basis (and
         treating, for purposes of this clause (d) and clause (e) below, any
         Debt that becomes, or is anticipated to become, an obligation of the
         Surviving Person, the Company or any Restricted Subsidiary as a result
         of such transaction or series of transactions as having been Incurred
         by the Surviving Person, the Company or such Restricted Subsidiary at
         the time of such transaction or series of transactions), no Default or
         Event of Default shall have occurred and be continuing;

                  (e) immediately after giving effect to such transaction or
         series of transactions on a pro forma basis, the Company would be able
         to Incur at least $1.00 of additional Debt under clause (1) or (2) of
         the first paragraph of Section 4.03; and

                  (f) the Company shall deliver, or cause to be delivered, to
         the Trustee, in form and substance reasonably satisfactory to the
         Trustee, an Officers' Certificate and an Opinion of Counsel, each
         stating that such transaction and such Subsidiary Guaranty, if any, in
         respect thereto comply with this Section 5.02 and that all conditions
         precedent herein provided for relating to such transaction have been
         satisfied.

The foregoing provisions (other than clause (d)) shall not apply to any
transactions which constitute an Asset Sale if the Company has complied with
Section 4.07.

<PAGE>

                                                                              58


                  The Surviving Person shall succeed to, and be substituted for,
and may exercise every right and power of the Company under the Indenture (or of
the Subsidiary Guarantor under the Subsidiary Guaranty, as the case may be), but
the predecessor Company in the case of:

                  (a) a sale, transfer, assignment, conveyance or other
         disposition (unless such sale, transfer, assignment, conveyance or
         other disposition is of all the assets of the Company as an entirety or
         virtually as an entirety), or

                  (b) a lease,

shall not be released from the obligations to pay the principal of, and premium,
if any, and interest on, the Securities.


                                   ARTICLE VI

                              Defaults and Remedies

                  SECTION 6.01. Events of Default. The following events shall be
"Events of Default":

                  (1) the Company defaults in any payment of interest on any
         Security when the same becomes due and payable, and such default
         continues for a period of 30 days;

                  (2) the Company defaults in the payment of principal of, or
         premium, if any, on, any Security when the same becomes due and payable
         at its Stated Maturity, upon acceleration, redemption, optional
         redemption, required repurchase or otherwise,

                  (3) the Company or any Subsidiary Guarantor fails to comply
         with Article V;

                  (4) the Company fails to comply with any covenant or agreement
         in the Securities or in this Indenture (other than a failure that is
         the subject of the foregoing clause (1), (2) or (3)) and such failure
         continues for 30 days after written notice is given to the Company as
         specified below;

                  (5) a default by the Company or any Restricted Subsidiary
         under any Debt of the Company or any Restricted Subsidiary which
         results in acceleration of the maturity of such Debt, or the failure to
         pay any such Debt at maturity, in an aggregate amount in excess of
         $15,000,000;

                  (6) the Company or any Significant Subsidiary pursuant to or
         within the meaning of any Bankruptcy Law:

                           (A) commences a voluntary case;

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

<PAGE>

                                                                              59


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

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

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

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

                           (A) is for relief against the Company or any
                  Significant Subsidiary in an involuntary case;

                           (B) appoints a Custodian of the Company or any
                  Significant Subsidiary or for any substantial part of
                  its property; or

                           (C) orders the winding up or liquidation of the
                  Company or any Significant Subsidiary; or

                           (D) grants any similar relief under any foreign laws;

         and in each such case the order or decree remains unstayed
         and in effect for 30 days;

                  (8) any judgment or judgments for the payment of money in an
         aggregate amount in excess of $15,000,000 is entered against the
         Company or any Restricted Subsidiary and shall not be waived, satisfied
         or discharged for any period of 60 consecutive days during which a stay
         of enforcement shall not be in effect;

                  (9) any Subsidiary Guaranty ceases to be in full force and
         effect (other than in accordance with the terms of this Indenture and
         such Subsidiary Guaranty) or any Subsidiary Guarantor denies or
         disaffirms its obligations under its Subsidiary Guaranty; or

                  (10) any event occurs that causes, after giving effect to the
         expiration of any applicable grace period, an Event of Termination.

                  The foregoing will constitute Events of Default whatever the
reason for any such Event of Default and whether it is voluntary or involuntary
or is effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or
governmental body.

                  The term "Bankruptcy Law" means Title 11, United States Code,
or any similar Federal or state law for the relief of debtors. The term
"Custodian" means any receiver, trustee,

<PAGE>

                                                                              60


assignee, liquidator, custodian or similar official under any Bankruptcy Law.

                  A Default under clause (4) is not an Event of Default until
the Trustee or the Holders of at least 25% in aggregate principal amount of the
Securities then outstanding notify the Company (and in the case of such notice
by Holders, the Trustee) of the Default and the Company does not cure such
Default within the time specified after receipt of such notice. Such notice must
specify the Default, demand that it be remedied and state that such notice is a
"Notice of Default".

                  The Company shall deliver to the Trustee, within 30 days after
the occurrence thereof, written notice in the form of an Officers' Certificate
of any Event of Default and any event that with the giving of notice or the
lapse of time would become an Event of Default, its status and what action the
Company is taking or proposes to take with respect thereto.

                  SECTION 6.02. Acceleration. If an Event of Default (other than
an Event of Default specified in Section 6.01(6) or (7) with respect to the
Company) occurs and is continuing, the Trustee by notice to the Company, or the
Holders of at least 25% in aggregate principal amount of the Securities then
outstanding by notice to the Company and the Trustee, may declare the principal
amount of and accrued and unpaid interest on all the Securities to be due and
payable. Upon such a declaration, such principal amount and interest shall be
due and payable immediately. If an Event of Default specified in Section 6.01(6)
or (7) with respect to the Company occurs, the principal amount of and accrued
and unpaid interest on all the Securities shall, automatically and without any
action by the Trustee or any Holder, become and be immediately due and payable.
The Holders of a majority in aggregate principal amount of the outstanding
Securities by notice to the Trustee and the Company may rescind any declaration
of acceleration if the rescission would not conflict with any judgment or decree
and if all existing Events of Default have been cured or waived except
nonpayment of principal or interest that has become due solely because of the
acceleration. No such rescission shall affect any subsequent Default or impair
any right consequent thereto.

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

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

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                                                                              61


                  SECTION 6.04. Waiver of Past Defaults. The Holders of a
majority in aggregate principal amount of the Securities then outstanding by
notice to the Trustee may waive an existing Default and its consequences except
(i) a Default in the payment of the principal of or the premium, if any, or
interest on a Security or (ii) a Default in respect of a provision that under
Section 9.02 cannot be amended without the consent of each Securityholder
affected. When a Default is waived, it is deemed cured, but no such waiver shall
extend to any subsequent or other Default or impair any consequent right.

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

                  SECTION 6.06. Limitation on Suits. A Securityholder may not
pursue any remedy with respect to this Indenture or the Securities unless:

                  (1) such Holder shall have previously given to the Trustee
         written notice of a continuing Event of Default;

                  (2) the Holders of at least 25% in aggregate principal amount
         of the Securities then outstanding shall have made a written request,
         and such Holder of or Holders shall have offered reasonable indemnity,
         to the Trustee to pursue such proceeding as trustee; and

                  (3) the Trustee has failed to institute such proceeding and
         has not received from the Holders of at least a majority in aggregate
         principal amount of the Securities outstanding a direction inconsistent
         with such request, within 60 days after such notice, request and offer.

                  The foregoing limitations on the pursuit of remedies by a
Securityholder shall not apply to a suit instituted by a Holder of Securities
for the enforcement of payment of the principal of or premium, if any, or
interest on such Security on or after the applicable due date specified in such
Security. A Securityholder may not use this Indenture to prejudice the rights of
another Securityholder or to obtain a preference or priority over another
Securityholder.

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                                                                              62


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

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

                  SECTION 6.09. Trustee May File Proofs of Claim. The Trustee
may file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee and the Securityholders
allowed in any judicial proceedings relative to the Company, its creditors or
its property and, unless prohibited by law or applicable regulations, may vote
on behalf of the Holders in any election of a trustee in bankruptcy or other
Person performing similar functions, and any Custodian in any such judicial
proceeding is hereby authorized by each Holder to make payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and its counsel, and any other amounts due the Trustee under Section
7.07.

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

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

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

                  THIRD: to the Company.

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

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                                                                              63


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

                  SECTION 6.12. Waiver of Stay or Extension Laws. The Company
(to the extent it may lawfully do so) shall not at any time insist upon, or
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, 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 shall not hinder, delay or impede
the execution of any power herein granted to the Trustee, but shall suffer and
permit the execution of every such power as though no such law had been enacted.


                                   ARTICLE VII

                                     Trustee

                  SECTION 7.01. Duties of Trustee. (a) If an Event of Default
has occurred and is continuing, the Trustee shall exercise the rights and powers
vested in it by this Indenture and use the same degree of care and skill in
their exercise as a prudent Person would exercise or use under the circumstances
in the conduct of such Person's own affairs.

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

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

                  (2) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. However, the Trustee shall examine the certificates and
         opinions to determine whether or not they conform to the requirements
         of this Indenture.

<PAGE>

                                                                              64

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

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

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

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

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

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

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

                  (g) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers.

                  (h) Every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section and to the provisions of the TIA and
the provisions of this Article VII shall apply to the Trustee in its role as
Registrar, Paying Agent and Security Custodian.

                  (i) The Trustee shall not be deemed to have notice of a
Default or an Event of Default unless (a) the Trustee has received written
notice thereof from the Company or any Holder or (b) a Trust Officer shall have
actual knowledge thereof.

                  SECTION 7.02. Rights of Trustee. (a) The Trustee may rely on
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. The Trustee may, however, in its discretion make such further
inquiry or investigation into such facts or matters as it may see fit and, if
the Trustee shall determine to make such further inquiry or investigation, it
shall be entitled to examine the books, records and premises of the Company,
personally or by agent or attorney.

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                                                                              65


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

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

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

                  (e) The Trustee may consult with counsel, and the advice or
opinion of counsel with respect to legal matters relating to this Indenture and
the Securities shall be full and complete authorization and protection from
liability in respect to any action taken, omitted or suffered by it hereunder in
good faith and in accordance with the advice or opinion of such counsel.

                  (f) The permissive rights of the Trustee to do things
enumerated in this Indenture shall not be construed as a duty unless so
specified herein.

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

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

                  SECTION 7.05. Notice of Defaults. If a Default or Event of
Default occurs and is continuing and if it is known to the Trustee, the Trustee
shall mail to each Securityholder notice of the Default or Event of Default
within 90 days after it is known to a Trust Officer or written notice of it is
received by the Trustee. Except in the case of a Default or Event of Default in
payment of principal of, premium, if any, or interest on any Security, the
Trustee may withhold the notice if and so long as a committee of its Trust
Officers in good faith determines that withholding the notice is in the
interests of Securityholders.

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                                                                              66


                  SECTION 7.06. Reports by Trustee to Holders. As promptly as
practicable after each December 31 beginning with December 31, 2001, and in any
event prior to March 31 in each year, the Trustee shall mail to each
Securityholder a brief report dated as of December 31 each year that complies
with TIA ss. 313(a), if and to the extent required by such subsection. The
Trustee shall also comply with TIA ss. 313(b).

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

                  SECTION 7.07. Compensation and Indemnity. The Company shall
pay to the Trustee from time to time reasonable compensation for its services.
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 upon
request for all reasonable out-of-pocket expenses incurred or made by it,
including costs of collection, in addition to the compensation for its services.
Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Trustee's agents, counsel, accountants and
experts. The Company and each Subsidiary Guarantor, jointly and severally, shall
indemnify the Trustee against any and all loss, liability or expense (including
reasonable attorneys' fees) incurred by it in connection with the acceptance and
administration of this trust and the performance of its duties hereunder. 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 or any Subsidiary Guarantor of its obligations hereunder. The Company
shall defend the claim and the Trustee may have separate counsel and the Company
and the Subsidiary Guarantors, as applicable, shall pay the fees and expenses of
such counsel. The Company need not reimburse any expense or indemnify against
any loss, liability or expense incurred by the Trustee through the Trustee's own
wilful misconduct, negligence or bad faith. The Company need not pay for any
settlement made by the Trustee without the Company's consent, such consent not
to be unreasonably withheld. All indemnifications and releases from liability
granted hereunder to the Trustee shall extend to its officers, directors,
employees, agents, successors and assigns.

                  To secure the Company's payment obligations in this Section,
the Trustee shall have a lien prior to the Securities on all money or property
held or collected by the Trustee other than money or property held in trust to
pay principal of and interest on particular Securities.

                  The Company's payment obligations pursuant to this Section
shall survive the resignation or removal of the Trustee and the discharge of
this Indenture. When the Trustee incurs expenses after the occurrence of a
Default specified in

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                                                                              67


Section 6.01(6) or (7) with respect to the Company, the expenses are intended to
constitute expenses of administration under the Bankruptcy Law.

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

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

                  (2) the Trustee is adjudged bankrupt or insolvent;

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

                  (4) the Trustee otherwise becomes incapable of acting.

                  If the Trustee resigns, is removed by the Company or by the
Holders of a majority in aggregate principal amount of the Securities then
outstanding and such Holders do not reasonably promptly appoint a successor
Trustee, or if a vacancy exists in the office of Trustee for any reason (the
Trustee in such event being referred to herein as the retiring Trustee), the
Company shall promptly appoint 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 Securityholders. The retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee, subject to the lien
provided for in Section 7.07.

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

                  If the Trustee fails to comply with Section 7.10, any
Securityholder who has been a bona fide Holder of a Security for at least six
months may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.

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

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                                                                              68


                  SECTION 7.09. Successor Trustee by Merger. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation or banking
association without any further act shall be the successor Trustee.

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

                  SECTION 7.10. Eligibility; Disqualification. The Trustee shall
at all times satisfy the requirements of TIA ss. 310(a). The Trustee shall have
(or, in the case of a corporation included in a bank holding company system, the
related bank holding company shall have) a combined capital and surplus of at
least $50,000,000 as set forth in its (or its related bank holding company's)
most recent published annual report of condition. The Trustee shall comply with
TIA ss. 310(b), subject to the penultimate paragraph thereof; provided, however,
that there shall be excluded from the operation of TIA ss. 310(b)(1) any
indenture or indentures under which other securities or certificates of interest
or participation in other securities of the Company are outstanding if the
requirements for such exclusion set forth in TIA ss. 310(b)(1) are met.

                  SECTION 7.11. Preferential Collection of Claims Against
Company. The Trustee shall comply with 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.


                                  ARTICLE VIII

                       Discharge of Indenture; Defeasance

                  SECTION 8.01. Discharge of Liability on Securities;
Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding
Securities (other than Securities replaced pursuant to Section 2.06) for
cancelation or (ii) all outstanding Securities have become due and payable,
whether at maturity or as a result of the mailing of a notice of redemption
pursuant to Article III and the Company irrevocably deposits with the Trustee
funds sufficient to pay at maturity or upon

<PAGE>

                                                                              69


redemption all outstanding Securities, including interest thereon to maturity or
such redemption date (other than Securities replaced pursuant to Section 2.06),
and if in either case the Company pays all other sums payable hereunder by the
Company, then this Indenture shall, subject to Section 8.01(c), cease to be of
further effect. The Trustee shall acknowledge satisfaction and discharge of this
Indenture on demand of the Company accompanied by an Officers' Certificate and
an Opinion of Counsel and at the cost and expense of the Company.

                  (b) Subject to Sections 8.01(c) and 8.02, the Company at any
time may terminate (i) all of its obligations under the Securities and this
Indenture ("legal defeasance option") or (ii) its obligations under Sections
4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and
4.15 and the operation of Sections 6.01(5), 6.01(6), 6.01(7), 6.01(8), 6.01(9)
and 6.01(10) (but, in the case of Sections 6.01(6) and (7), with respect only to
Significant Subsidiaries) and the limitations contained in clause (e) of
Sections 5.01 and 5.02 ("covenant defeasance option"). The Company may exercise
its legal defeasance option notwithstanding its prior exercise of its covenant
defeasance option.

                  If the Company exercises its legal defeasance option, payment
of the Securities may not be accelerated because of an Event of Default. If the
Company exercises its covenant defeasance option, payment of the Securities may
not be accelerated because of an Event of Default specified in Sections 6.01(4)
(with respect to the covenants of Article IV identified in the immediately
preceding paragraph), 6.01(5), 6.01(6), 6.01(7), 6.01(8), 6.01(9) and 6.01(10)
(with respect only to Significant Subsidiaries in the case of Sections 6.01(6)
and 6.01(7)) or because of the failure of the Company to comply with the
limitations contained in clause (e) of Sections 5.01 and 5.02. If the Company
exercises its legal defeasance option or its covenant defeasance option, each
Subsidiary Guarantor, if any, shall be released from all its obligations under
its Subsidiary Guarantee.

                  Upon satisfaction of the conditions set forth herein and upon
request of the Company, the Trustee shall acknowledge in writing the discharge
of those obligations that the Company terminates.

                  (c) Notwithstanding clauses (a) and (b) above, the Company's
obligations in Sections 2.03, 2.04, 2.05, 2.06, 7.07, 7.08, 8.05 and 8.06 shall
survive until the Securities have been paid in full. Thereafter, the Company's
obligations in Sections 7.07 and 8.05 shall survive.

                  SECTION 8.02. Conditions to Defeasance. The Company may
exercise its legal defeasance option or its covenant defeasance option only if:

                  (1) the Company irrevocably deposits in trust with the Trustee
         money or U.S. Government Obligations for the

<PAGE>

                                                                              70


         payment of principal of and premium, if any, and interest on the
         Securities to maturity or redemption, as the case may be;

                  (2) the Company delivers to the Trustee a certificate from a
         nationally recognized firm of independent accountants expressing their
         opinion that the payments of principal, premium, if any, and interest
         when due and without reinvestment on the deposited U.S. Government
         Obligations plus any deposited money without investment will provide
         cash at such times and in such amounts as will be sufficient to pay the
         principal, premium, if any, and interest when due on all the Securities
         to maturity or redemption, as the case may be;

                  (3) 123 days pass after the deposit is made and during the
         123-day period no Default specified in Section 6.01(6) or (7) with
         respect to the Company occurs that is continuing at the end of the
         period;

                  (4) no Default or Event of Default has occurred and is
         continuing on the date of such deposit and after giving effect thereto;

                  (5) the deposit does not constitute a default under any other
         agreement or instrument binding on the Company;

                  (6) the Company delivers to the Trustee an Opinion of Counsel
         to the effect that the trust resulting from the deposit does not
         constitute, or is qualified as, a regulated investment company under
         the Investment Company Act of 1940;

                  (7) in the case of the legal defeasance option, the Company
         shall have delivered to the Trustee an Opinion of Counsel stating that
         (i) the Company has received from, or there has been published by, the
         Internal Revenue Service a ruling, or (ii) since the date of this
         Indenture there has been a change in the applicable Federal income tax
         law, in either case to the effect that, and based thereon such Opinion
         of Counsel shall confirm that, the Securityholders will not recognize
         income, gain or loss for Federal income tax purposes as a result of
         such defeasance and will be subject to Federal income tax on the same
         amounts, in the same manner and at the same times as would have been
         the case if such defeasance had not occurred;

                  (8) in the case of the covenant defeasance option, the Company
         shall have delivered to the Trustee an Opinion of Counsel to the effect
         that the Securityholders will not recognize income, gain or loss for
         Federal income tax purposes as a result of such covenant defeasance and
         will be subject to Federal income tax on the same amounts, in the same
         manner and at the same times as would have been the case if such
         covenant defeasance had not occurred; and

<PAGE>

                                                                              71


                  (9) the Company delivers to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent to the defeasance and discharge of the Securities as
         contemplated by this Article VIII have been complied with.

                  Before or after a deposit, the Company may make arrangements
satisfactory to the Trustee for the redemption of Securities at a future date in
accordance with Article III.

                  SECTION 8.03. Application of Trust Money. The Trustee shall
hold in trust money or U.S. Government Obligations deposited with it pursuant to
this Article VIII. It shall apply the deposited money and the money from U.S.
Government Obligations through the Paying Agent and in accordance with this
Indenture to the payment of principal of and premium, if any, and interest on
the Securities.

                  SECTION 8.04. Repayment to Company. The Trustee and the Paying
Agent shall promptly turn over to the Company upon request any excess money or
securities held by them at any time.

                  Subject to any applicable abandoned property law, the Trustee
and the Paying Agent shall pay to the Company upon request any money held by
them for the payment of principal, premium, if any, or interest that remains
unclaimed for two years, and, thereafter, Securityholders entitled to the money
must look to the Company for payment as general creditors.

                  SECTION 8.05. Indemnity for Government Obligations. The
Company shall pay and shall indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against deposited U.S. Government Obligations or
the principal and interest received on such U.S. Government Obligations.

                  SECTION 8.06. Reinstatement. If the Trustee or Paying Agent is
unable to apply any money or U.S. Government Obligations in accordance with this
Article VIII by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to this Article VIII until such time as the
Trustee or Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with this Article VIII; provided, however, that, if
the Company has made any payment of interest on or principal of any Securities
because of the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Securities to receive such payment from the
money or U.S. Government Obligations held by the Trustee or Paying Agent.

<PAGE>

                                                                              72


                                   ARTICLE IX

                                   Amendments

                  SECTION 9.01. Without Consent of Holders. The Company, the
Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities
without notice to or consent of any Securityholder:

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

                  (2) to comply with Article V;

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

                  (4) to make any change in Article XI that would limit or
         terminate the benefits available to any holder of Designated Senior
         Debt (or representatives therefor) under Article XI;

                  (5) to add Guarantees with respect to the Securities, to
         secure the Securities or to release Subsidiary Guarantors from
         Subsidiary Guaranties as provided by the terms of this Indenture;

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

                  (7) to comply with any requirements of the SEC in connection
         with qualifying, or maintaining the qualification of, this Indenture
         under the TIA; or

                  (8) to make any change that does not materially adversely
         affect the rights of any Securityholder.

                  An amendment under this Section may not make any change that
adversely affects the rights under Article X or XI of any holder of Designated
Senior Debt then outstanding unless the holders of such Designated Senior Debt
(or their authorized representatives) consent to such change.

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

<PAGE>

                                                                              73


                  SECTION 9.02. With Consent of Holders. The Company, the
Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities
without notice to any Securityholder but with the written consent of the Holders
of at least a majority in aggregate principal amount of the Securities then
outstanding (including consents obtained in connection with a tender offer or
exchange offer for the Securities). However, without the consent of each
Securityholder affected thereby, an amendment may not:

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

                  (2) reduce the rate of or extend the time for payment of
         interest on any Security;

                  (3) reduce the principal amount of or extend the Stated
         Maturity of any Security;

                  (4) impair the right of any Holder to receive payment of
         principal of and interest on such Holder's Securities on or after the
         due dates therefor or to institute suit for the enforcement of any
         payment on or with respect to such Holder's Securities or any
         Subsidiary Guaranty;

                  (5) reduce the amount payable upon the redemption or
         repurchase of any Security under Article III or Section 4.07 or 4.14,
         change the time at which any Security may be redeemed in accordance
         with Article III, or, at any time after a Change of Control or Asset
         Sale has occurred, change the time at which any Change of Control Offer
         or Prepayment Offer must be made or at which the Securities must be
         repurchased pursuant to such Change of Control Offer or Prepayment
         Offer;

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

                  (7) make any change in Article XI that adversely affects the
         rights of any Securityholder under Article XI;

                  (8) make any change in any Subsidiary Guaranty that would
         adversely affect the Securityholders;

                  (9) release any security interest that may have been granted
         in favor of the Holders other than pursuant to the terms of such
         security interest; or

                  (10) make any change in Section 6.04 or 6.07 or the second
         sentence of this Section; or

                  (11) subordinate the Securities or any Subsidiary Guaranty to
         any other obligation of the Company or the applicable Subsidiary
         Guarantor.

<PAGE>

                                                                              74


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

                  An amendment under this Section may not make any change that
adversely affects the rights under Article X or XI of any holder of Designated
Senior Debt then outstanding unless the holders of such Designated Senior Debt
(or their authorized representative) consent to such change.

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

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

                  SECTION 9.04. Revocation and Effect of Consents and Waivers. A
consent to an amendment or a waiver by a Holder of a Security shall bind the
Holder and every subsequent Holder of that Security or portion of the Security
that evidences the same debt as the consenting Holder's Security, even if
notation of the consent or waiver is not made on the Security. However, any such
Holder or subsequent Holder may revoke the consent or waiver as to such Holder's
Security or portion of the Security if the Trustee receives the notice of
revocation before the date the amendment or waiver becomes effective. After an
amendment or waiver becomes effective, it shall bind every Securityholder. An
amendment or waiver becomes effective upon the execution of such amendment or
waiver by the Trustee.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Securityholders entitled to give their
consent or take any other action described above or required or permitted to be
taken pursuant to this Indenture. If a record date is fixed, then
notwithstanding the immediately preceding paragraph, those Persons who were
Securityholders at such record date (or their duly designated proxies), and only
those Persons, shall be entitled to give such consent or to revoke any consent
previously given or to take any such action, whether or not such Persons
continue to be Holders after such record date. No such consent shall be valid or
effective for more than 120 days after such record date.

                  SECTION 9.05. Notation on or Exchange of Securities. If an
amendment changes the terms of a Security, the Trustee may require the Holder of
the Security to deliver such Security to the Trustee. The Trustee may place an
appropriate notation on the Security regarding the changed terms and return such
Security to the Holder. Alternatively, if the Company or the Trustee so
determines, the Company in exchange for the Security shall issue and the Trustee
shall authenticate a new Security that reflects

<PAGE>

                                                                              75


the changed terms. Failure to make the appropriate notation or to issue a new
Security shall not affect the validity of such amendment.

                  SECTION 9.06. Trustee To Sign Amendments. The Trustee shall
sign any amendment authorized pursuant to this Article IX if the amendment does
not adversely affect the rights, duties, liabilities or immunities of the
Trustee. If it does, the Trustee may but need not sign it. In signing such
amendment the Trustee shall be entitled to receive indemnity reasonably
satisfactory to it and to receive, and (subject to Section 7.01) shall be fully
protected in relying upon, an Officers' Certificate and an Opinion of Counsel
stating that such amendment is authorized or permitted by this Indenture.

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


                                    ARTICLE X

                              Subsidiary Guarantees

                  SECTION 10.01. Subsidiary Guarantees. Subject to Article XI,
each Subsidiary 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 the principal of, and premium, if any, and
interest on the Securities when due, whether at maturity, by acceleration, by
redemption or otherwise, and all other monetary obligations of the Company under
this Indenture and the Securities and (b) the full and punctual performance
within applicable grace periods of all other obligations of the Company under
this Indenture and the Securities (all the foregoing being hereinafter
collectively called the "Obligations"). Each Subsidiary Guarantor further agrees
that the Obligations may be extended or renewed, in whole or in part, without
notice or further assent from such Subsidiary Guarantor, and that such
Subsidiary Guarantor will remain bound under this Article X notwithstanding any
extension or renewal of any Obligation.

                  Each Subsidiary Guarantor waives presentation to, demand of,
payment from and protest to the Company of any of the Obligations and also
waives notice of protest for nonpayment. Subject to Article XI, each Subsidiary
Guarantor waives notice of any default under the Securities or the Obligations.
The obligations of each Subsidiary Guarantor hereunder shall not be affected by
(a) the failure of any Holder or the Trustee to

<PAGE>

                                                                              76


assert any claim or demand or to enforce any right or remedy against the Company
or any other Person under this Indenture, the Securities 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 Securities or any other agreement; (d) the release of any
security held by any Holder or the Trustee for the Obligations 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 Obligations; or (f) any change in the
ownership of such Subsidiary Guarantor.

                  Each Subsidiary Guarantor further agrees that its Subsidiary
Guaranty 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 Obligations.

                  Each Subsidiary Guaranty 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 Designated Senior Debt of the Subsidiary Guarantor
giving such Subsidiary Guaranty and is made subject to such provisions of this
Indenture.

                  Except as expressly set forth in Sections 4.06, 5.02 and
8.01(b), the obligations of each Subsidiary Guarantor hereunder shall not be
subject to any reduction, limitation, impairment or termination for any reason,
including any claim of waiver, release, surrender, alteration or compromise, and
shall not be subject to any defense of setoff, counterclaim, recoupment or
termination whatsoever or by reason of the invalidity, illegality or
unenforceability of the Guaranteed Obligations or otherwise. Without limiting
the generality of the foregoing, the obligations of each Subsidiary Guarantor
herein shall not be discharged or impaired or otherwise affected by the failure
of any Holder or the Trustee to assert any claim or demand or to enforce any
remedy under this Indenture, the Securities or any other agreement, by any
waiver or modification of any thereof, by any default, failure or delay, 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 Subsidiary Guarantor or would otherwise operate as
a discharge of such Subsidiary Guarantor as a matter of law or equity, except
for any gross negligence, willful misconduct or bad faith by such Holder or the
Trustee.

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

<PAGE>

                                                                              77


                  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
Subsidiary Guarantor by virtue hereof, and subject in all instances to Article
XI hereof, upon the failure of the Company to pay the principal of or premium,
if any, or interest on any 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 Subsidiary Guarantor hereby promises
to and will, 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 Obligations, (ii) accrued and unpaid
premium, if any, and interest on such 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 Subsidiary 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 Obligations and all obligations to which
the Obligations are subordinated as provided in Article XI. Each Subsidiary
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 such Subsidiary Guarantor's Subsidiary Guaranty 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 Obligations
(whether or not due and payable) shall, subject to Article XI hereof, forthwith
become due and payable by such Subsidiary Guarantor for the purposes of this
Section.

                  Each Subsidiary 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 10.01.

                  SECTION 10.02. Contribution. Each of the Company and any
Subsidiary Guarantor (a "Contributing Party") agrees (subject to Article XI)
that, in the event a payment shall be made by any other Subsidiary Guarantor
under any Subsidiary Guaranty (the "Claiming Guarantor"), the Contributing Party
shall indemnify the Claiming Guarantor in an amount equal to the amount of such
payment multiplied by a fraction, the numerator of which shall be the net worth
of the Contributing Party on the date hereof and the denominator of which shall
be the aggregate net worth of the Company and all the Subsidiary Guarantors on
the date hereof (or, in the case of any Subsidiary Guarantor becoming a party
hereto pursuant to Section 9.01, the date of the supplemental indenture executed
and delivered by such Subsidiary Guarantor).

                  SECTION 10.03. Successors and Assigns. This Article X shall be
binding upon each Subsidiary Guarantor and its

<PAGE>

                                                                              78


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 any Holder or the Trustee, the rights and privileges
conferred upon that party in this Indenture and in the Securities shall
automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions of this Indenture.

                  SECTION 10.04. No Waiver. Neither a failure nor a delay on the
part of either the Trustee or the Holders in exercising any right, power or
privilege under this Article X shall operate as a waiver thereof, nor shall a
single or partial exercise thereof preclude any other or further exercise of any
right, power or privilege. The rights, remedies and benefits of the Trustee and
the Holders herein expressly specified are cumulative and not exclusive of any
other rights, remedies or benefits which either may have under this Article X at
law, in equity, by statute or otherwise.

                  SECTION 10.05. Modification. No modification, amendment or
waiver of any provision of this Article X, nor the consent to any departure by
any Subsidiary Guarantor therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Trustee, and then such waiver or
consent shall be effective only in the specific instance and for the purpose for
which given. No notice to or demand on any Subsidiary Guarantor in any case
shall entitle such Subsidiary Guarantor to any other or further notice or demand
in the same, similar or other circumstances.

                  SECTION 10.06. Execution of Supplemental Indenture for Future
Subsidiary Guarantors. Each Subsidiary which is required to become a Subsidiary
Guarantor pursuant to Section 4.15 shall promptly execute and deliver to the
Trustee a supplemental indenture in the form of Appendix B hereto pursuant to
which such Subsidiary shall become a Subsidiary Guarantor under this Article X
and shall guarantee the Obligations subject in all respects to Article XI
hereof. Concurrently with the execution and delivery of such supplemental
indenture, the Company shall deliver to the Trustee an Opinion of Counsel to the
effect that such supplemental indenture has been duly authorized, executed and
delivered by such Subsidiary and that, subject to the application of bankruptcy,
insolvency, moratorium, fraudulent conveyance or transfer and other similar laws
relating to creditors' rights generally and to the principles of equity, whether
considered in a proceeding at law or in equity, the Subsidiary Guaranty of such
Subsidiary Guarantor is a legal, valid and binding obligation of such Subsidiary
Guarantor, enforceable against such Subsidiary Guarantor in accordance with its
terms.


                                   ARTICLE XI

                     Subordination of Subsidiary Guarantees

<PAGE>

                                                                              79

                  SECTION 11.01. Agreement To Subordinate. Each Subsidiary
Guarantor agrees, and each Securityholder by accepting a Security agrees, that
the Obligations of such Subsidiary Guarantor are subordinated in right of
payment, to the extent and in the manner provided in this Article XI, to the
payment when due of all Designated Senior Debt of such Subsidiary Guarantor and
that the subordination is for the benefit of and enforceable by the holders of
such Designated Senior Debt. Subject to the foregoing, the Obligations of each
Subsidiary Guarantor shall in all respects rank pari passu with all existing and
future Senior Debt of such Subsidiary Guarantor and senior to all existing and
future subordinated Debt of such Subsidiary Guarantor, and only Designated
Senior Debt shall rank senior to the Obligations of such Subsidiary Guarantor in
accordance with the provisions set forth herein.

                  SECTION 11.02. Liquidation, Dissolution, Bankruptcy. Upon any
payment or distribution of the assets of any Subsidiary Guarantor to creditors
upon a total or partial liquidation or a total or partial dissolution of such
Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to such Subsidiary Guarantor or its
property:

                  (1) holders of Designated Senior Debt of such Subsidiary
         Guarantor shall be entitled to receive payment in full in cash of such
         Designated Senior Debt before Securityholders shall be entitled to
         receive any payment pursuant to any Obligations of such Subsidiary
         Guarantor; and

                  (2) until the Designated Senior Debt of any Subsidiary
         Guarantor is paid in full in cash, any distribution made by or on
         behalf of such Subsidiary Guarantor to which Securityholders would be
         entitled but for this Article XI shall be made to holders of the
         Designated Senior Debt as their interests may appear, except that all
         Securityholders may receive and retain shares of stock and any debt
         securities of such Subsidiary Guarantor that are subordinated to
         Designated Senior Debt of such Subsidiary Guarantor to at least the
         same extent as the Obligations of such Subsidiary Guarantor are
         subordinated to Designated Senior Debt of such Subsidiary Guarantor.

                  SECTION 11.03. Default on Designated Senior Debt of Subsidiary
Guarantor. No Subsidiary Guarantor may make any payment pursuant to any of its
Obligations or repurchase, redeem or otherwise retire or defease any Securities
or other Obligations (collectively, "pay its Subsidiary Guaranty") if (i) any
principal, premium or interest in respect of the Designated Senior Debt of such
Subsidiary Guarantor is not paid when due (including at maturity) or (ii) any
other default on Designated Senior Debt of such Subsidiary Guarantor occurs and
the maturity of such Designated Senior Debt is accelerated in accordance with
its terms unless, in either case, (x) the default has been cured or waived and
any such acceleration has been rescinded or (y) such Designated Senior Debt has
been paid in

<PAGE>

                                                                              80


full in cash; provided, however, that any Subsidiary Guarantor may pay its
Subsidiary Guaranty without regard to the foregoing if such Subsidiary Guarantor
and the Trustee receive written notice approving such payment from the holders
of such Designated Senior Debt (or the authorized representative therefor) of
such Subsidiary Guarantor. In addition, during the continuance of any default
(other than a default described in clause (i) or (ii) of the preceding sentence)
with respect to any Designated Senior Debt pursuant to which the maturity
thereof may be accelerated immediately without further notice (except any notice
required to effect the acceleration) or the expiration of any applicable grace
period, no Subsidiary Guarantor may pay its Subsidiary Guaranty for a period (a
"Payment Blockage Period") commencing upon the receipt by such Subsidiary
Guarantor and the Trustee of written notice of such default from a
representative under the Credit Facilities specifying an election to effect a
Payment Blockage Period (a "Payment Blockage Notice") and ending 179 days
thereafter (unless such Payment Blockage Period is earlier terminated (a) by
written notice to the Trustee and such Subsidiary Guarantor from such authorized
representative or the holders of such Designated Senior Debt, (b) because such
default is no longer continuing or (c) because all such Designated Senior Debt
has been repaid in full in cash). Unless the holders of Designated Senior Debt
shall have accelerated the maturity of such Designated Senior Debt and not
rescinded such acceleration, any Subsidiary Guarantor may (unless otherwise
prohibited as described in Section 11.02 or the first or second sentences of
this paragraph) resume payments pursuant to its Subsidiary Guaranty after such
Payment Blockage Period. Not more than one Payment Blockage Notice may be given
in any consecutive 360-day period, irrespective of the number of defaults during
such period.

                  SECTION 11.04. Demand for Payment. If a demand for payment is
made on a Subsidiary Guarantor pursuant to Article X, such Subsidiary Guarantor
may not pay its Subsidiary Guaranty, and neither the Trustee nor any
Securityholder may retain any such payment, until ten Business Days after the
holders of Designated Senior Debt (or their authorized representative) receive
notice of such demand and, thereafter, may pay its Subsidiary Guaranty only if
this Indenture otherwise permits payment at that time.

                  SECTION 11.05. When Distribution Must Be Paid Over. If a
distribution is made to the Trustee or any Securityholders that because of this
Article XI should not have been made to them, the Trustee or such
Securityholders who receive the distribution shall hold it in trust for holders
of the Designated Senior Debt and promptly pay it over to them or their
authorized representative as their interests may appear.

                  SECTION 11.06. Subrogation. After all Designated Senior Debt
of a Subsidiary Guarantor is paid in full in cash and until the Securities are
paid in full in cash, Securityholders shall be subrogated to the rights of
holders of Designated Senior Debt to receive distributions applicable to
Designated Senior

<PAGE>

                                                                              81


Debt. A distribution made under this Article XI to holders of such Designated
Senior Debt that otherwise would have been made to Securityholders is not, as
between the relevant Subsidiary Guarantor and Securityholders, a payment by such
Subsidiary Guarantor on such Designated Senior Debt.

                  SECTION 11.07. Relative Rights. This Article XI defines the
relative rights of Securityholders and holders of Designated Senior Debt of a
Subsidiary Guarantor. Nothing in this Indenture shall:

                  (1) impair, as between a Subsidiary Guarantor and
         Securityholders, the obligation of such Subsidiary Guarantor, which is
         absolute and unconditional, to pay the Obligations to the extent set
         forth in Article X or the relevant Subsidiary Guaranty; or

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

                  SECTION 11.08. Subordination May Not Be Impaired by Subsidiary
Guarantor. No right of any holder of Designated Senior Debt of any Subsidiary
Guarantor to enforce the subordination of the Obligation of such Subsidiary
Guarantor shall be impaired by any act or failure to act by such Subsidiary
Guarantor or the Company or by any of their failure to comply with this
Indenture.

                  SECTION 11.09. Rights of Trustee and Paying Agent.
Notwithstanding Section 11.03, the Trustee or Paying Agent may continue to make
payments on any Subsidiary Guaranty and shall not, absent gross negligence or
bad faith, be charged with knowledge of the existence of facts that would
prohibit the making of any such payments unless, not less than two Business Days
prior to the date of such payment, a Trust Officer receives written notice
satisfactory to it that payments may not be made under this Article XI. The
Company, the relevant Subsidiary Guarantor, the Registrar or co-registrar, the
Paying Agent, an authorized representative or a holder of Designated Senior Debt
of any Subsidiary Guarantor may give the notice; provided, however, that, if any
Designated Senior Debt of any Subsidiary Guarantor has an authorized
representative, only such authorized representative may give the notice.

                  The Trustee in its individual or any other capacity may hold
Designated Senior Debt with the same rights it would have if it were not
Trustee. The Registrar and co-registrar and the Paying Agent may do the same
with like rights. The Trustee shall be entitled to all the rights set forth in
this Article XI with respect to any Designated Senior Debt of any Subsidiary
Guarantor that may at any time be held by it, to the same extent as any other
holder of Designated Senior Debt; and nothing in

<PAGE>

                                                                              82


Article VII shall deprive the Trustee of any of its rights as such holder.
Nothing in this Article XI shall apply to claims of, or payments to, the Trustee
under or pursuant to Section 7.07.

                  SECTION 11.10. Distribution or Notice to Representative.
Whenever a distribution is to be made or a notice given to holders of Designated
Senior Debt of any Subsidiary Guarantor, the distribution may be made and the
notice given to the authorized representative, if any, of such Designated Senior
Debt.

                  SECTION 11.11. Article XI Not To Prevent Events of Default
Under a Subsidiary Guaranty or Limit Right To Demand Payment. The failure to
make a payment pursuant to a Subsidiary Guaranty by reason of any provision in
this Article XI shall not be construed as preventing the occurrence of a default
under such Subsidiary Guaranty. Nothing in this Article XI shall have any effect
on the right of the Securityholders or the Trustee to make a demand for payment
on any Subsidiary Guarantor pursuant to Article X or the relevant Subsidiary
Guaranty.

                  SECTION 11.12. Trustee Entitled To Rely. Upon any payment or
distribution pursuant to this Article XI, the Trustee and the Securityholders
shall be entitled to rely, except to the extent such reliance would constitute
gross negligence or bad faith, (i) upon any order or decree of a court of
competent jurisdiction in which any proceedings of the nature referred to in
Section 11.02 are pending, (ii) upon a certificate of the liquidating trustee or
agent or other Person making such payment or distribution to the Trustee or to
the Securityholders or (iii) upon the authorized representative, if any, for the
holders of Designated Senior Debt of any Subsidiary Guarantor for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of Designated Senior Debt and other Debt of such
Subsidiary 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. In the event that the Trustee determines, in good faith, that
evidence is required with respect to the right of any Person as a holder of
Designated Senior Debt of any Subsidiary 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
amount of Designated Senior Debt of such Subsidiary Guarantor held by such
Person, the extent to which such Person is entitled to participate in such
payment or distribution and other facts pertinent to the rights of such Person
under this Article 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 provisions of Sections 7.01 and 7.02
shall be applicable to all actions or omissions of actions by the Trustee
pursuant to this Article XI. Notwithstanding anything to the contrary contained
in this Section 11.12, the provisions of

<PAGE>

                                                                              83


this Section 11.12 shall not change, modify or otherwise affect the rights of
the holders of Designated Senior Debt.

                  SECTION 11.13. Trustee To Effectuate Subordination. Each
Securityholder by accepting a Security authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination between the Securityholders and the holders of
Designated Senior Debt of any Subsidiary Guarantor as provided in this Article
XI and appoints the Trustee as attorney-in-fact for any and all such purposes.

                  SECTION 11.14. Trustee Not Fiduciary for Holders of Designated
Senior Debt of Subsidiary Guarantor. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Designated Senior Debt of any Subsidiary
Guarantor and, absent gross negligence or bad faith, shall not be liable to any
such holders if it shall mistakenly pay over or distribute to Securityholders or
the Company or any other Person, money or assets to which any holders of such
Designated Senior Debt shall be entitled by virtue of this Article XI or
otherwise.

                  SECTION 11.15. Reliance by Holders of Designated Senior Debt
on Subordination Provisions. Each Securityholder by accepting a Security
acknowledges and agrees that the foregoing subordination provisions are, and are
intended to be, an inducement and a consideration to each holder of any
Designated Senior Debt of any Subsidiary Guarantor, whether such Designated
Senior Debt was created or acquired before or after the issuance of the
Securities, to acquire and continue to hold, or to continue to hold, such
Designated Senior Debt and such holder of Designated Senior Debt shall be deemed
conclusively to have relied on such subordination provisions in acquiring and
continuing to hold, or in continuing to hold, such Designated Senior Debt.


                                   ARTICLE XII

                                  Miscellaneous

                  SECTION 12.01. Trust Indenture Act Controls. If any provision
of this Indenture limits, qualifies or conflicts with another provision that is
required to be included in this Indenture by the TIA, the required provision
shall control.

                  SECTION 12.02. Notices. Any notice or communication shall be
in writing and delivered in person or mailed by first-


<PAGE>

                                                                              84


class mail or sent by facsimile (with a hard copy delivered in person or by mail
promptly thereafter) and addressed as follows:

                                    if to the Company:

                                    Alamosa (Delaware), Inc.
                                    5225 South Loop 289
                                    Lubbock, Texas 79424

                                    Attention of:  Kendall W. Cowan


                                    if to any Subsidiary Guarantor, to such
                                    Subsidiary Guarantor:

                                    In care of Alamosa (Delaware), Inc.
                                    5225 South Loop 289
                                    Lubbock, Texas 79424

                                    Attention of:  Kendall W. Cowan


                                    if to the Trustee:

                                    Wells Fargo Bank Minnesota, N.A.
                                    Corporate Trust Services
                                    Sixth & Marquette
                                    MAC N 9303-120
                                    Minneapolis, Minnesota 55479

                                    Attention of:
                                    Corporate Trust Services

                  The Company, any Subsidiary Guarantor or the Trustee by notice
to the other may designate additional or different addresses for subsequent
notices or communications.

                  Any notice or communication mailed to a Securityholder shall
be mailed to the Securityholder at the Securityholder's address as it appears on
the registration books of the Registrar and shall be sufficiently given if so
mailed within the time prescribed.

                  Failure to mail a notice or communication to a Securityholder
or any defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.

                  SECTION 12.03. Communication by Holders with Other Holders.
Securityholders may communicate pursuant to TIA ss. 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and anyone else shall have
the protection of TIA ss. 312(c).

<PAGE>


                                                                              85

                  SECTION 12.04. Certificate and Opinion as to Conditions
Precedent. Upon any request or application by the Company to the Trustee to take
or refrain from taking any action under this Indenture, the Company shall
furnish to the Trustee:

                  (1) an Officers' Certificate in form and substance reasonably
         satisfactory to the Trustee stating that, in the opinion of the
         signers, all conditions precedent, if any, provided for in this
         Indenture relating to the proposed action have been complied with; and

                  (2) an Opinion of Counsel in form and substance reasonably
         satisfactory to the Trustee stating that, in the opinion of such
         counsel, all such conditions precedent have been complied with.

                  SECTION 12.05. Statements Required in Certificate or Opinion.
Each certificate or opinion with respect to compliance with a covenant or
condition provided for in this Indenture shall include:

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

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

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

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

                  SECTION 12.06. When Securities Disregarded. In determining
whether the Holders of the required principal amount of Securities have
concurred in any direction, waiver or consent, Securities owned by the Company,
any Subsidiary Guarantor or by any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company or any
Subsidiary Guarantor shall be disregarded and deemed not to be outstanding,
except that, for the purpose of determining whether the Trustee shall be
protected in relying on any such direction, waiver or consent, only Securities
that the Trustee knows are so owned shall be so disregarded. Also, subject to
the foregoing, only Securities outstanding at the time shall be considered in
any such determination.

                  SECTION 12.07. Rules by Trustee, Paying Agent and Registrar.
The Trustee may make reasonable rules for action by or a meeting of
Securityholders. The Registrar and the Paying

<PAGE>

                                                                              86


Agent or co-registrar may make reasonable rules for their functions.

                  SECTION 12.08. Legal Holidays. A "Legal Holiday" is a
Saturday, a Sunday or a day on which banking institutions are not required to be
open in the State of New York. If a payment date is a Legal Holiday, payment
shall be made on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period. If a regular record date is a
Legal Holiday, the record date shall not be affected.

                  SECTION 12.09. Governing Law. THIS INDENTURE AND THE
SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.

                  SECTION 12.10. No Recourse Against Others. A director,
officer, employee or stockholder, as such, of the Company shall not have any
liability for any obligations of the Company under the Securities or this
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each Securityholder
shall waive and release all such liability. The waiver and release shall be part
of the consideration for the issue of the Securities.

                  SECTION 12.11. Successors. All agreements of the Company and
each Subsidiary Guarantor in this Indenture and the Securities shall bind its
successors. All agreements of the Trustee in this Indenture shall bind its
successors.

                  SECTION 12.12. Multiple Originals. The parties may sign any
number of copies of this Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement. One signed copy is enough to
prove this Indenture.

                  SECTION 12.13. Table of Contents; Headings. The table of
contents, cross-reference sheet and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not
intended to be considered a part hereof and shall not modify or restrict any of
the terms or provisions hereof.

<PAGE>

                                                                              87


                  IN WITNESS WHEREOF, the parties have caused this Indenture to
be duly executed as of the date first written above.


                                          ALAMOSA (DELAWARE), INC.,


                                            by    /s/ David E. Sharbutt
                                                  ------------------------------
                                                  Name:  David E. Sharbutt
                                                  Title:  Chairman of the
                                                  Board and CEO

                                          Solely for purposes of the obligations
                                          under Articles X and XI of this
                                          Indenture:

                                          EACH OF THE SUBSIDIARY GUARANTORS SET
                                          FORTH ON SCHEDULE I HERETO (OTHER THAN
                                          ALAMOSA LIMITED, LLC),


                                            by    /s/ David E. Sharbutt
                                                  ------------------------------
                                                  Name:  David E. Sharbutt
                                                  Title: Chairman of the
                                                  Board and CEO


                                          ALAMOSA LIMITED, LLC

                                             by   /s/ Barry A. Crozier
                                                  ------------------------------
                                                  Name:  Barry A. Crozier
                                                  Title: Manager and Vice
                                                  President

<PAGE>

                                                                            88


                                           WELLS FARGO BANK MINNESOTA,N.A.,
                                           as Trustee


                                            by     /s/ Michael T. Lechner
                                                  ------------------------------
                                                   Name: Michael T. Lechner
                                                   Title:Corporate Trust Officer



<PAGE>

                                                                      SCHEDULE I




                              Subsidiary Guarantors
                              ---------------------

Alamosa PCS, Inc.

Texas Telecommunications, LP

Alamosa Wisconsin Limited Partnership

Alamosa Delaware GP, LLC

Alamosa Wisconsin GP, LLC

Alamosa Finance, LLC

Alamosa Limited, LLC

Alamosa Holdings, LLC

Alamosa (Wisconsin) Properties, LLC

Alamosa Properties, LP

Alamosa Missouri, LLC

Alamosa Missouri Properties, LLC

Washington Oregon Wireless, LLC

Washington Oregon Wireless Properties, LLC

Washington Oregon Wireless Licenses, LLC

SWGP, LLC

SWLP, LLC

Southwest PCS, LP

Southwest PCS Properties, LLC

Southwest PCS Licenses, LLC




<PAGE>

                                                                      APPENDIX A



                        PROVISIONS RELATING TO SECURITIES
                               AND NEW SECURITIES

         1.  Definitions

         1.1  Definitions

         For the purposes of this Appendix A the following terms will have the
meanings indicated below:

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

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

                  "Definitive Security" means a certificated Security or New
Security (bearing the Restricted Securities Legend if the transfer of such
Security is restricted by applicable law) that does not include the Global
Securities Legend.

                  "Depositary" means The Depository Trust Company, its nominees
and their respective successors.

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

                  "Global Securities Legend" means the legend set forth under
that caption in Exhibit A to this Indenture.

                  "IAI" means an institutional "accredited investor" as
described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

                  "Initial Purchasers" means Salomon Smith Barney Inc., TD
Securities (USA) Inc., First Union Securities Inc. and Scotia
Capital (USA) Inc.

                  "New Securities" means the New Securities as defined in the
Registration Agreement.

                  "Purchase Agreement" means the Purchase Agreement dated August
7, 2001 among the Company, the Subsidiary Guarantors and the Initial Purchasers.

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

                  "Registered Exchange Offer" means the offer by the Company,
pursuant to the Registration Agreement, to certain Holders of Securities, to
issue and deliver to such Holders, in exchange

<PAGE>

                                                                               2


for their Securities, a like aggregate principal amount of New Securities
registered under the Securities Act.

                  "Registration Agreement" means the Exchange and Registration
Rights Agreement dated August 7, 2001 , among the Company, the Subsidiary
Guarantors, and the Initial Purchasers.

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

                  "Regulation S Securities" means all Securities offered and
sold outside the United States in reliance on Regulation S.

                  "Restricted Period," with respect to any Securities, means the
period of 40 consecutive days beginning on and including the later of (i) the
day on which such Securities are first offered to persons other than
distributors (as defined in Regulation S under the Securities Act) in reliance
on Regulation S and (ii) the Issue Date with respect to such Securities.

                  "Restricted Securities Legend" means the legend set forth in
Section 2.3(e)(i) herein.

                  "Rule 501" means Rule 501(a)(1), (2), (3) or (7) under the
Securities Act.

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

                  "Rule 144A Securities" means all Securities offered and sold
to QIBs in reliance on Rule 144A.

                  "Securities" means the 13(5/8)% Senior Notes due 2011 of the
Company.

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

                  "Securities Custodian" means the custodian with respect to a
Global Security (as appointed by the Depositary) or any successor person
thereto, who will initially be the Trustee.

                  "Shelf Registration Statement" means a registration statement
filed by the Company in connection with the offer and sale of Securities
pursuant to the Registration Agreement.

                  "Transfer Restricted Securities" means Definitive Securities
and any other Securities that bear or are required to bear the Restricted
Securities Legend.

<PAGE>

                                                                               3


         1.2  Other Definitions

         Term:                                           Defined in Section:
         ----                                            ------------------

"Agent Members".......................................................2.1(b)
"IAI Global Security".................................................2.1(a)
"Global Security".....................................................2.1(a)
"Regulation S Global Security"........................................2.1(a)
"Rule 144A Global Security"...........................................2.1(a)


        2.  The Securities

        2.1  Form and Dating

                  The Securities issued on the date hereof will be (i) offered
and sold by the Company pursuant to the Purchase Agreement and (ii) resold,
initially only to (A) QIBs in reliance on Rule 144A and (B) Persons other than
U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such
Securities may thereafter be transferred to, among others, QIBs, purchasers in
reliance on Regulation S and, except as set forth below, IAIs in accordance with
Rule 501 subject to the terms and conditions set forth herein.

                  (a) Global Securities. Rule 144A Securities shall be issued
initially in the form of one or more permanent global Securities in definitive,
fully registered form (collectively, the "Rule 144A Global Security") and
Regulation S Securities shall be issued initially in the form of one or more
global Securities (collectively, the "Regulation S Global Security"), in each
case without interest coupons and bearing the Global Securities Legend and
Restricted Securities Legend, which shall be deposited on behalf of the
purchasers of the Securities represented thereby with the Securities Custodian,
and registered in the name of the Depositary or a nominee of the Depositary,
duly executed by the Company and authenticated by the Trustee as provided in
this Indenture. One or more global securities in definitive, fully registered
form without interest coupons and bearing the Global Securities Legend and the
Restricted Securities Legend (collectively, the "IAI Global Security") shall
also be issued on the date of this Indenture, deposited with the Securities
Custodian, and registered in the name of the Depositary or a nominee of the
Depositary, duly executed by the Company and authenticated by the Trustee as
provided in this Indenture to accommodate transfers of beneficial interests in
the Securities to IAIs subsequent to the initial distribution. Beneficial
ownership interests in the Regulation S Global Security shall not be
exchangeable for interests in the Rule 144A Global Security, the IAI Global
Security or any other Security without a Restricted Securities Legend until the
expiration of the Restricted Period. The Rule 144A Global Security, the IAI
Global Security and the Regulation S Global Security are each referred to herein
as a "Global Security" and are collectively referred to herein as "Global
Securities." The aggregate principal amount of each of the Global Securities may
from time to time be increased or decreased

<PAGE>

                                                                               4


by adjustments made on the records of the Trustee and the Depositary or its
nominee as hereinafter provided.

                  (b) Book-Entry Provisions. This Section 2.1(b) shall apply
only to a Global Security deposited with or on behalf of the Depositary.

                  The Company shall execute and the Trustee shall, in accordance
with this Section 2.1(b) and pursuant to an order of the Company, authenticate
and deliver initially one or more Global Securities that (a) shall be registered
in the name of the Depositary for such Global Security or Global Securities or
the nominee of such Depositary and (b) shall be delivered by the Trustee to such
Depositary or pursuant to such Depositary's instructions or held by the Trustee
as Securities Custodian.

                  Members of, or participants in, the Depositary ("Agent
Members") shall have no rights under this Indenture with respect to any Global
Security held on their behalf by the Depositary or by the Trustee as Securities
Custodian or under such Global Security, and the Depositary may be treated by
the Company, the Trustee and any agent of the Company or the Trustee as the
absolute owner of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depositary
or impair, as between the Depositary and its Agent Members, the operation of
customary practices of such Depositary governing the exercise of the rights of a
holder of a beneficial interest in any Global Security.

                  (c) Definitive Securities. Except as provided in Section 2.3
or 2.4, owners of beneficial interests in Global Securities will not be entitled
to receive physical delivery of certificated Securities or New Securities.

        2.2 Authentication. The Trustee shall authenticate and make available
for delivery upon a written order of the Company signed by two Officers (1)
Securities for original issue on the date hereof in an aggregate principal
amount of $150,000,000 and (2) the New Securities for issue only in a Registered
Exchange Offer pursuant to the Registration Agreement and for a like principal
amount of Securities exchanged pursuant thereto. Such order shall specify the
amount of the Securities to be authenticated, the date on which the original
issue of Securities is to be authenticated and whether the Securities are to be
Securities or New Securities. The aggregate principal amount of Securities
outstanding at any time may not exceed $150,000,000 except as provided in
Section 2.07 of this Indenture.

                  2.3 Transfer and Exchange. (a) Transfer and Exchange of
Definitive Securities. When Definitive Securities are presented to the Registrar
with a request:

                  (x) to register the transfer of such Definitive Securities; or

<PAGE>

                                                                               5


                  (y) to exchange such Definitive Securities for an equal
         principal amount of Definitive Securities of other authorized
         denominations,

the Registrar shall register the transfer or make the exchange as requested if
its reasonable requirements for such transaction are met; provided, however,
that the Definitive Securities surrendered for transfer or exchange:

                  (i) shall be duly endorsed or accompanied by a written
        instrument of transfer in form reasonably satisfactory to the Company
        and the Registrar, duly executed by the Holder thereof or his attorney
        duly authorized in writing; and

                  (ii) are accompanied by the following additional information
         and documents, as applicable:

                           (A) if such Definitive Securities are being delivered
                  to the Registrar by a Holder for registration in the name of
                  such Holder, without transfer, a certification from such
                  Holder to that effect (in the form set forth on the reverse
                  side of the Security); or

                           (B) if such Definitive Securities are being
                  transferred to the Company, a certification to that effect (in
                  the form set forth on the reverse side of the Security); or

                           (C) if such Definitive Securities are being
                  transferred pursuant to an exemption from registration in
                  accordance with Rule 144 under the Securities Act or in
                  reliance upon another exemption from the registration
                  requirements of the Securities Act, (i) a certification to
                  that effect (in the form set forth on the reverse side of the
                  Security) and (ii) if the Company so requests, an opinion of
                  counsel or other evidence reasonably satisfactory to it as to
                  the compliance with the restrictions set forth in the legend
                  set forth in Section 2.3(e)(i).

                  (b) Restrictions on Transfer of a Definitive Security for a
Beneficial Interest in a Global Security. A Definitive Security may not be
exchanged for a beneficial interest in a Global Security except upon
satisfaction of the requirements set forth below. Upon receipt by the Trustee of
a Definitive Security, duly endorsed or accompanied by a written instrument of
transfer in form reasonably satisfactory to the Company and the Registrar,
together with:

                  (i) certification (in the form set forth on the reverse side
        of the Security) that such Definitive Security is being transferred (A)
        to a QIB in accordance with Rule 144A, (B) to an IAI that has furnished
        to the Trustee a signed letter substantially in the form of Exhibit D or
        (C) outside the United States in an offshore transaction within the
        meaning of

<PAGE>

                                                                               6


         Regulation S and in compliance with Rule 904 under the Securities Act;
         and

                  (ii) written instructions directing the Trustee to make, or to
        direct the Securities Custodian to make, an adjustment on its books and
        records with respect to such Global Security to reflect an increase in
        the aggregate principal amount of the Securities represented by the
        Global Security, such instructions to contain information regarding the
        Depositary account to be credited with such increase,

then the Trustee shall cancel such Definitive Security and cause, or direct the
Securities Custodian to cause, in accordance with the standing instructions and
procedures existing between the Depositary and the Securities Custodian, the
aggregate principal amount of Securities represented by the Global Security to
be increased by the aggregate principal amount of the Definitive Security to be
exchanged and shall credit or cause to be credited to the account of the Person
specified in such instructions a beneficial interest in the Global Security
equal to the principal amount of the Definitive Security so canceled. If no
Global Securities are then outstanding and the Global Security has not been
previously exchanged for certificated securities pursuant to Section 2.4, the
Company shall issue and the Trustee shall authenticate, upon written order of
the Company in the form of an Officers' Certificate, a new Global Security in
the appropriate principal amount.

                  (c) Transfer and Exchange of Global Securities. (i) The
transfer and exchange of Global Securities or beneficial interests therein shall
be effected through the Depositary, in accordance with this Indenture (including
applicable restrictions on transfer set forth herein, if any) and the procedures
of the Depositary therefor. A transferor of a beneficial interest in a Global
Security shall deliver a written order given in accordance with the Depositary's
procedures containing information regarding the participant account of the
Depositary to be credited with a beneficial interest in such Global Security or
another Global Security and such account shall be credited in accordance with
such order with a beneficial interest in the applicable Global Security and the
account of the Person making the transfer shall be debited by an amount equal to
the beneficial interest in the Global Security being transferred. Transfers by
an owner of a beneficial interest in the Rule 144A Global Security or the IAI
Global Security to a transferee who takes delivery of such interest through the
Regulation S Global Security, whether before or after the expiration of the
Restricted Period, shall be made only upon receipt by the Trustee of a
certification from the transferor to the effect that such transfer is being made
in accordance with Regulation S or (if available) Rule 144 under the Securities
Act and that, if such transfer is being made prior to the expiration of the
Restricted Period, the interest transferred shall be held immediately thereafter
through Euroclear or Cedel. In the case of a transfer of a beneficial interest
in either the Regulation S Global Security or the Rule 144A Global Security for
an interest in

<PAGE>

                                                                               7


the IAI Global Security, the transferee must furnish a signed letter
substantially in the form of Exhibit D to the Trustee.

                  (ii) If the proposed transfer is a transfer of a beneficial
        interest in one Global Security to a beneficial interest in another
        Global Security, the Registrar shall reflect on its books and records
        the date and an increase in the principal amount of the Global Security
        to which such interest is being transferred in an amount equal to the
        principal amount of the interest to be so transferred, and the Registrar
        shall reflect on its books and records the date and a corresponding
        decrease in the principal amount of Global Security from which such
        interest is being transferred.

                  (iii) Notwithstanding any other provisions of this Appendix
        (other than the provisions set forth in Section 2.4), a Global Security
        may not be transferred as a whole except 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.

                  (iv) In the event that a Global Security is exchanged for
        Definitive Securities pursuant to Section 2.4 prior to the consummation
        of the Registered Exchange Offer or the effectiveness of the Shelf
        Registration Statement with respect to such Securities, such Securities
        may be exchanged only in accordance with such procedures as are
        substantially consistent with the provisions of this Section 2.3
        (including the certification requirements set forth on the reverse of
        the Securities intended to ensure that such transfers comply with Rule
        144A, Regulation S or such other applicable exemption from registration
        under the Securities Act, as the case may be) and such other procedures
        as may from time to time be adopted by the Company.

                  (d) Restrictions on Transfer of Regulation S Global Security.
(i) Prior to the expiration of the Restricted Period, interests in the
Regulation S Global Security may only be held through Euroclear or Cedel. During
the Restricted Period, beneficial ownership interests in the Regulation S Global
Security may only be sold, pledged or transferred through Euroclear or Cedel in
accordance with the Applicable Procedures and only (A) to the Company, (B) so
long as such security is eligible for resale pursuant to Rule 144A, to a person
whom the selling holder reasonably believes is a QIB that purchases for its own
account or for the account of a QIB to whom notice is given that the resale,
pledge or transfer is being made in reliance on Rule 144A, (C) in an offshore
transaction in accordance with Regulation S, (D) pursuant to an exemption from
registration under the Securities Act provided by Rule 144 (if applicable) under
the Securities Act, (E) to an IAI purchasing for its own account, or for the
account of such an IAI, in a minimum principal amount of Securities of $250,000
or (F) pursuant to an effective registration statement under the Securities Act,
in each case in accordance with any

<PAGE>

                                                                               8


applicable securities laws of any state of the United States. Prior to the
expiration of the Restricted Period, transfers by an owner of a beneficial
interest in the Regulation S Global Security to a transferee who takes delivery
of such interest through the Rule 144A Global Security or the IAI Global
Security shall be made only in accordance with Applicable Procedures and upon
receipt by the Trustee of a written certification from the transferor of the
beneficial interest in the form provided on the reverse of the Security to the
effect that such transfer is being made to (i) a person whom the transferor
reasonably believes is a QIB within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A or (ii) an IAI purchasing for its own
account, or for the account of such an IAI, in a minimum principal amount of the
Securities of $250,000. Such written certification shall no longer be required
after the expiration of the Restricted Period. In the case of a transfer of a
beneficial interest in the Regulation S Global Security for an interest in the
IAI Global Security, the transferee must furnish a signed letter substantially
in the form of Exhibit D to the Trustee.

                  (ii) Upon the expiration of the Restricted Period, beneficial
        ownership interests in the Regulation S Global Security shall be
        transferable in accordance with applicable law and the other terms of
        this Indenture.

                  (e)  Legend.

                  (i) Except as permitted by the following paragraphs (ii),
        (iii) or (iv), each Security certificate evidencing the Global
        Securities and the Definitive Securities (and all Securities issued in
        exchange therefor or in substitution thereof) shall bear a legend in
        substantially the following form (each defined term in the legend being
        defined as such for purposes of the legend only):

                  "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION."

                  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO
LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED

<PAGE>

                                                                               9


INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE
UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E)
TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR
(7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR
ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN
INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF
THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR
FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND
THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND
WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE."

Each Security evidencing a Global Security offered and sold to QIBs pursuant to
Rule 144A shall bear a legend in substantially the following form:

        "EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF
THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5
OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER."

Each Definitive Security shall bear the following additional legend:

        "IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH
TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH
THE FOREGOING RESTRICTIONS."

                  (ii) Upon any sale or transfer of a Transfer Restricted
        Security that is a Definitive Security, the Registrar shall permit the
        Holder thereof to exchange such Transfer Restricted Security for a
        Definitive Security that does not bear the legends set forth above and
        rescind any restriction on the transfer of such Transfer Restricted
        Security if the Holder certifies in writing to the Registrar that its
        request for such exchange was made in reliance on Rule 144 (such
        certification to be in the form set forth on the reverse of the
        Security).

                  (iii) After a transfer of any Securities during the period of
        the effectiveness of a Shelf Registration Statement with respect to such
        Securities all requirements pertaining to the Restricted Securities
        Legend on such Securities shall cease to apply and the requirements that
        any such Securities be issued in global form shall continue to apply.

                  (iv) Upon the consummation of a Registered Exchange Offer with
        respect to the Securities pursuant to which Holders of such Securities
        are offered New Securities in exchange for

<PAGE>

                                                                              10


        their Securities, all requirements pertaining to Securities that
        Securities be issued in global form shall continue to apply, and New
        Securities in global form without the Restricted Securities Legend shall
        be available to Holders that exchange such Securities in such Registered
        Exchange Offer.

                  (v) Upon a sale or transfer after the expiration of the
        Restricted Period of any Initial Security acquired pursuant to
        Regulation S, all requirements that such Security bear the Restricted
        Securities Legend shall cease to apply and the requirements requiring
        any such Security be issued in global form shall continue to apply.

                  (f) Cancelation or Adjustment of Global Security. At such time
as all beneficial interests in a Global Security have either been exchanged for
Definitive Securities, transferred, redeemed, repurchased or canceled, such
Global Security shall be returned by the Depositary to the Trustee for
cancelation or retained and canceled by the Trustee. At any time prior to such
cancelation, if any beneficial interest in a Global Security is exchanged for
Definitive Securities, transferred in exchange for an interest in another Global
Security, redeemed, repurchased or canceled, the principal amount of Securities
represented by such Global Security shall be reduced and an adjustment shall be
made on the books and records of the Trustee (if it is then the Securities
Custodian for such Global Security) with respect to such Global Security, by the
Trustee or the Securities Custodian, to reflect such reduction.

                  (g) Obligations with Respect to Transfers and Exchanges of
Securities.

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

                  (ii) No service charge shall be made for any registration of
         transfer or exchange, but the Company may require payment of a sum
         sufficient to cover any transfer tax, assessments, or similar
         governmental charge payable in connection therewith (other than any
         such transfer taxes, assessments or similar governmental charge payable
         upon exchange or transfer pursuant to Sections 3.06, 4.07, 4.14 and
         9.05 of the Indenture).

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

<PAGE>

                                                                              11


                  (iv) The Company shall not be required to make and the
         Registrar need not register transfers or exchanges of Securities
         selected for redemption (except, in the case of Securities to be
         redeemed in part, the portion thereof not to be redeemed) or any
         Securities for a period of 15 days before a selection of Securities to
         be redeemed.

                  (v) All Securities issued upon any transfer or exchange
         pursuant to the terms of this Indenture shall evidence the same debt
         and shall be entitled to the same benefits under this Indenture as the
         Securities surrendered upon such transfer or exchange.

                  (h)  No Obligation of the Trustee.

                  (i) The Trustee shall have no responsibility or obligation to
         any beneficial owner of a Global Security, a member of, or a
         participant in the Depositary or any other Person with respect to the
         accuracy of the records of the Depositary or its nominee or of any
         participant or member thereof, with respect to any ownership interest
         in the Securities or with respect to the delivery to any participant,
         member, beneficial owner or other Person (other than the Depositary) of
         any notice (including any notice of redemption or repurchase) or the
         payment of any amount, under or with respect to such Securities. All
         notices and communications to be given to the Holders and all payments
         to be made to Holders under the Securities shall be given or made only
         to the registered Holders (which shall be the Depositary or its nominee
         in the case of a Global Security). The rights of beneficial owners in
         any Global Security shall be exercised only through the Depositary
         subject to the applicable rules and procedures of the Depositary. The
         Trustee may rely and shall be fully protected in relying upon
         information furnished by the Depositary with respect to its members,
         participants and any beneficial owners.

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

         2.4  Definitive Securities

                  (a) A Global Security deposited with the Depositary or with
the Trustee as Securities Custodian pursuant to Section 2.1 shall be transferred
to the beneficial owners thereof in the form of Definitive Securities in an
aggregate principal amount equal to

<PAGE>

                                                                              12


the principal amount of such Global Security, in exchange for such Global
Security, only if such transfer complies with Section 2.3 and (i) the Depositary
notifies the Company that it is unwilling or unable to continue as a Depositary
for such Global Security or if at any time the Depositary ceases to be a
"clearing agency" registered under the Exchange Act, and a successor depositary
is not appointed by the Company within 90 days of such notice, or (ii) an Event
of Default has occurred and is continuing or (iii) the Company, in its sole
discretion, notifies the Trustee in writing that it elects to cause the issuance
of certificated Securities under this Indenture.

                  (b) Any Global Security that is transferable to the beneficial
owners thereof pursuant to this Section 2.4 shall be surrendered by the
Depositary to the Trustee, to be so transferred, in whole or from time to time
in part, without charge, and the Trustee shall authenticate and deliver, upon
such transfer of each portion of such Global Security, an equal aggregate
principal amount of Definitive Securities of authorized denominations. Any
portion of a Global Security transferred pursuant to this Section 2.4 shall be
executed, authenticated and delivered only in denominations of $1,000 of
principal amount and any integral multiple thereof and registered in such names
as the Depositary shall direct. Any certificated Security in the form of a
Definitive Security delivered in exchange for an interest in the Global Security
shall, except as otherwise provided by Section 2.3(e), bear the Restricted
Securities Legend.

                  (c) Subject to the provisions of Section 2.4(b), the
registered Holder of a Global Security may grant proxies and otherwise authorize
any Person, including Agent Members and Persons that may hold interests through
Agent Members, to take any action which a Holder is entitled to take under this
Indenture or the Securities.

                  (d) In the event of the occurrence of any of the events
specified in Section 2.4(a)(i), (ii) or (iii), the Company will promptly make
available to the Trustee a reasonable supply of Definitive Securities in fully
registered form without interest coupons.

<PAGE>

                                                                       EXHIBIT A




                           [FORM OF FACE OF SECURITY]

                           [Global Securities Legend]

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

                  TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


                         [Restricted Securities Legend]

                  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

                  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO
LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS
AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION
S UNDER THE SECURITIES ACT, (E) TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN
INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A
MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF

<PAGE>

                                                                               2


$250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN
CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F)
PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO
ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE
THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF
THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

                  EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE
SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.(1)

                       [Legend for Definitive Securities]

        IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
        REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS
        SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER
        COMPLIES WITH THE FOREGOING RESTRICTIONS."












---------------
   (1) To be added to Securities sold to QIB's under Rule 144A.




<PAGE>

                                                                               3



No.                                                       [up to]***$__________

                          13(5/8)% Senior Note due 2011

                                                          CUSIP No. [          ]

                  Alamosa (Delaware), Inc., a Delaware corporation,
promises to pay to [Cede & Co.]***, or registered assigns, on August
15, 2011, the principal amount [of              Dollars]** [as set
forth on the Schedule of Increases or Decreases annexed hereto]***.

                  Interest Payment Dates: August 15 and February 15.

                  Record Dates: August 1 and February 1.










--------
   ** Insert for Definitive Securities
   *** Insert for Global Securities

<PAGE>

                                                                               4


                  Additional provisions of this Security are set forth on the
back of this Security.

                  IN WITNESS WHEREOF, the parties have caused this instrument to
be duly executed.


                                         ALAMOSA (DELAWARE), INC.,

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


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


[CORPORATE SEAL]


TRUSTEE'S CERTIFICATE OF
         AUTHENTICATION

Dated:  [   ], [   ]

WELLS FARGO BANK MINNESOTA, N.A.,

         as Trustee, certifies
         that this is one of
         the Securities referred
         to in the Indenture.



by:
    --------------------------------
         Authorized Signatory




*/ If the Security is to be issued in global form, add the Global Securities
Legend and the attachment captioned "TO BE ATTACHED TO GLOBAL SECURITIES -
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY".

<PAGE>


                           [FORM OF BACK OF SECURITY]

                          13(5/8)% Senior Note due 2011


1.  Interest

                  (a) Alamosa (Delaware), Inc., a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
principal amount of this Security at the rate per annum shown above. The Company
will pay interest semiannually on August 15 and February 15 of each year,
commencing February 15, 2002. Interest shall be computed on the basis of a
360-day year of twelve 30-day months. The Company shall pay interest on overdue
principal at the rate borne by the Securities plus 1% per annum, and it shall
pay interest on overdue installments of interest at the rate borne by the
Securities to the extent lawful.

                  (b) Liquidated Damages. The holder of this Security is
entitled to the benefits of an Exchange and Registration Rights Agreement, dated
as of August 7, 2001, among the Company, the Subsidiary Guarantors and the
Initial Purchasers named therein (the "Registration Agreement"). Capitalized
terms used in this paragraph (b) but not defined herein have the meanings
assigned to them in the Registration Agreement. If (i) on or prior to the 90th
day following the date of original issuance of the notes, neither the Exchange
Offer Registration Statement nor the Shelf Registration Statement has been filed
with the Commission, (ii) on or prior to the 180th day following the date of
original issuance of the notes, neither the Exchange Offer Registration
Statement nor the Shelf Registration Statement has been declared effective,
(iii) on or prior to the 210th day following the date of original issuance of
the notes, neither the Registered Exchange Offer has been consummated nor the
Shelf Registration Statement has been declared effective, or (iv) after the
Shelf Registration Statement has been declared effective, such Registration
Statement ceases to be effective or usable in connection with resales of notes
in accordance with and during the periods specified in the Registration Rights
Agreement (each such event referred to in clauses (i) through (iv) a
"Registration Default"), interest ("Special Interest") will accrue (in addition
to the stated interest on the notes and the Exchange Notes) on the principal
amount from and including the date on which any such Registration Default shall
occur to but excluding the date on which all Registration Defaults have been
cured. Special Interest will accrue on the principal amount of the Securities
constituting Transfer Restricted Securities held by such holder at a rate of
0.25% per annum until the applicable Registration Statement is filed or declared
effective, the Registered Exchange Offer is consummated or the Shelf
Registration Statement again becomes effective, as the case may be. All accrued
liquidated damages shall be paid to holders in the same manner as interest
payments on the Securities on semi-annual payment dates which correspond to
interest payment dates for the Securities. Following the cure of

<PAGE>

                                                                               2


all Registration Defaults, the accrual of liquidated damages shall cease. The
Trustee shall have no responsibility with respect to the determination of the
amount of any such liquidated damages. For purposes of the foregoing, "Transfer
Restricted Securities" means (i) each Security until the date on which such
Security has been exchanged for a freely transferable New Security in the
Registered Exchange Offer, (ii) each Security until the date on which such
Security has been effectively registered under the Securities Act and disposed
of in accordance with a Shelf Registration Statement or (iii) each Security
until the date on which such Security is distributed to the public pursuant to
Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under
the Securities Act.

2.  Method of Payment

                  The Company will pay interest on the Securities (except
defaulted interest) to the Persons who are registered holders of Securities at
the close of business on August 1 or February 1 next preceding the interest
payment date even if Securities are canceled after the record date and on or
before the interest payment date. Holders must surrender Securities to a Paying
Agent to collect principal payments. The Company will pay principal and interest
in money of the United States of America that at the time of payment is legal
tender for payment of public and private debts. Payments in respect of the
Securities represented by a Global Security (including principal, premium and
interest) will be made by wire transfer of immediately available funds to the
accounts specified by The Depository Trust Company. The Company will make all
payments in respect of a Definitive Security (including principal, premium and
interest), by mailing a check to the registered address of each Holder thereof;
provided, however, that payments on the Securities may also be made, in the case
of a Holder of at least $1,000,000 aggregate principal amount of Securities, by
wire transfer to a U.S. dollar account maintained by the payee with a bank in
the United States if such Holder elects payment by wire transfer by giving
written notice to the Trustee or the Paying Agent to such effect designating
such account no later than 30 days immediately preceding the relevant due date
for payment (or such other date as the Trustee may accept in its discretion).

3.  Paying Agent and Registrar

                  Initially, Wells Fargo Bank Minnesota, N.A., a national
banking association (the "Trustee"), will act as Paying Agent and Registrar. The
Company may appoint and change any Paying Agent, Registrar or co-registrar
without notice. The Company or any of its domestically incorporated Wholly Owned
Subsidiaries may act as Paying Agent, Registrar or co-registrar.

4.  Indenture

                  The Company issued the Securities under an Indenture dated as
of August 15, 2001 (the "Indenture"), among the Company, the Subsidiary
Guarantors and the Trustee. The terms of the Securities include those stated in
the Indenture and those made

<PAGE>

                                                                               3


part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA").
Terms defined in the Indenture and not defined herein have the meanings ascribed
thereto in the Indenture. The Securities are subject to all such terms, and
Securityholders are referred to the Indenture and the TIA for a statement of
those terms.

                  The Securities are senior unsecured obligations of the Company
limited to $150,000,000 aggregate principal amount (subject to Section 2.07 of
the Indenture). The Indenture imposes certain limitations on the ability of the
Company and its Restricted Subsidiaries to, among other things, make certain
Investments and other Restricted Payments, pay dividends and other
distributions, incur Debt, enter into consensual restrictions upon the payment
of certain dividends and distributions by such Restricted Subsidiaries, issue or
sell shares of capital stock of such Restricted Subsidiaries, enter into or
permit certain transactions with Affiliates, create or incur Liens and make
Asset Sales. The Indenture also imposes limitations on the ability of the
Company and the Subsidiary Guarantors to consolidate or merge with or into any
other Person or sell, transfer, assign, lease, convey or otherwise dispose of
all or substantially all of the Property of the Company or any such Subsidiary
Guarantor.

                  Pursuant to the terms of the Indenture, the Subsidiary
Guarantors have, jointly and severally, guaranteed the due and punctual payment
of the principal and interest on the Securities and all other amounts payable by
the Company under the Indenture and the Securities when and as the same shall be
due and payable, whether at maturity, by acceleration or otherwise, according to
the terms of the Securities and the Indenture. The Subsidiary Guaranties are
subordinated in right of payment to each Subsidiary Guarantor's obligations with
respect to Designated Senior Debt.

5.  Optional Redemption

                  Except as set forth below, the Securities are not redeemable
prior to August 15, 2006. On and after that date, the Company may redeem the
Securities in whole at any time or in part from time to time at the following
redemption prices (expressed in percentages of principal amount), plus accrued
and unpaid interest, if any, to the redemption date (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date that is on or prior to the date of redemption),
if redeemed during the 12-month period beginning on or after August 15 of the
years set forth below:

<PAGE>

                                                                               4


                                                                      Redemption
Period                                                                Price
------                                                                -----


2006..................................................................106.813%
2007..................................................................104.542%
2008 .................................................................102.271%
2009 and thereafter...................................................100.000%


                  Notwithstanding the foregoing, on or prior to August 15, 2004
the Company may redeem up to 35% of the original aggregate principal amount of
the Securities issued with the proceeds from one or more Public Equity
Offerings, at a redemption price equal to 113.625% of the principal amount
thereof, plus accrued and unpaid interest thereon, if any, to the redemption
date (subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date that is on or prior
to the date of redemption); provided, however, that after giving effect to any
such redemption, at least 65% of the original aggregate principal amount of the
Securities remains outstanding. Any such redemption shall be made within 90 days
of such Public Equity Offering.

6.  Sinking Fund

                  The Securities are not subject to any sinking fund.

7.  Notice of Redemption

                  Notice of redemption will be mailed by first-class mail at
least 30 days but not more than 60 days before the redemption date to each
Holder of Securities to be redeemed at his or her registered address. Securities
in denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000. If money sufficient to pay the redemption price of and
accrued interest on all Securities (or portions thereof) to be redeemed on the
redemption date is deposited with the Paying Agent on or before the redemption
date and certain other conditions are satisfied, on and after such date interest
ceases to accrue on such Securities (or such portions thereof) called for
redemption.

8. Repurchase of Securities at the Option of Holders upon Change of Control

                  Upon a Change of Control, any Holder of Securities will have
the right, subject to certain conditions specified in the Indenture, to cause
the Company to repurchase all or any part of the Securities of such Holder at a
purchase price equal to 101% of the principal amount of the Securities to be
repurchased plus accrued and unpaid interest, if any, to the date of purchase
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date that is on or prior
to the date of purchase) as provided in, and subject to the terms of, the
Indenture.

<PAGE>

                                                                               5


9.  Denominations; Transfer; Exchange

                  The Securities are in registered form without coupons in
denominations of $1,000 and whole multiples of $1,000. A Holder may transfer or
exchange Securities in accordance with the Indenture. Upon any transfer or
exchange, the Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements or transfer documents and to pay any
taxes required by law or permitted by the Indenture. The Registrar need not
register the transfer of or exchange any Securities selected for redemption
(except, in the case of a Security to be redeemed in part, the portion of the
Security not to be redeemed) or to transfer or exchange any Securities for a
period of 15 days prior to a selection of Securities to be redeemed or 15 days
before an interest payment date.

10.  Persons Deemed Owners

                  The registered Holder of this Security may be treated as the
owner of it for all purposes.

11.  Unclaimed Money

                  If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent shall pay the money back to
the Company at its written request unless an abandoned property law designates
another Person. After any such payment, Holders entitled to the money must look
only to the Company and not to the Trustee for payment.

12.  Discharge and Defeasance

                  Subject to certain conditions, the Company at any time may
terminate some of or all its obligations under the Securities and the Indenture
if the Company deposits with the Trustee money or U.S. Government Obligations
for the payment of principal, premium, if any, and interest on the Securities to
redemption or maturity, as the case may be.

13.  Amendment, Waiver

                  Subject to certain exceptions set forth in the Indenture, (i)
the Indenture or the Securities may be amended without prior notice to any
Securityholder but with the written consent of the Holders of at least a
majority in aggregate principal amount of the outstanding Securities and (ii)
any default or noncompliance with any provision may be waived with the written
consent of the Holders of at least a majority in principal amount of the
outstanding Securities. Subject to certain exceptions set forth in the
Indenture, without the consent of any Holder of Securities, the Company and the
Trustee may amend the Indenture or the Securities (i) to cure any ambiguity,
omission, defect or inconsistency; (ii) to comply with Article V of the
Indenture; (iii) to provide for uncertificated Securities in addition to or in
place of certificated Securities; (iv) to make certain changes in the
subordination provisions; (v) to add Guarantees with respect to

<PAGE>

                                                                               6


the Securities or to release Subsidiary Guarantors from Subsidiary Guaranties as
provided in the Indenture; (vi) to secure the Securities; (vii) to add
additional covenants or to surrender rights and powers conferred on the Company;
(viii) to comply with the requirements of the SEC in order to effect or maintain
the qualification of the Indenture under the TIA; or (ix) to make any change
that does not adversely affect the rights of any Securityholder.

14.  Defaults and Remedies

                  If an Event of Default occurs and is continuing, the Trustee
or the Holders of at least 25% in aggregate principal amount of the Securities
then outstanding, subject to certain limitations, may declare all the Securities
to be immediately due and payable. Certain events of bankruptcy or insolvency
are Events of Default and shall result in the Securities being immediately due
and payable upon the occurrence of such Events of Default without any further
act of the Trustee or any Holder.

                  Holders of Securities may not enforce the Indenture or the
Securities except as provided in the Indenture. The Trustee may refuse to
enforce the Indenture or the Securities unless it receives reasonable indemnity
or security. Subject to certain limitations, Holders of a majority in aggregate
principal amount of the Securities then outstanding may direct the Trustee in
its exercise of any trust or power under the Indenture. The Holders of a
majority in aggregate principal amount of the Securities then outstanding, by
written notice to the Company and the Trustee, may rescind any declaration of
acceleration and its consequences if the rescission would not conflict with any
judgment or decree, and if all existing Events of Default have been cured or
waived except nonpayment of principal or interest that has become due solely
because of the acceleration.

15.  Trustee Dealings with the Company

                  Subject to certain limitations imposed by the TIA, the Trustee
under the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were
not Trustee.

16.  No Recourse Against Others

                  A director, officer, employee or stockholder, as such, of the
Company or any Subsidiary Guarantor shall not have any liability for any
obligations of the Company or any Subsidiary Guarantor under the Securities or
the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each Securityholder
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.

<PAGE>

                                                                               7


17.  Authentication

                  This Security shall not be valid until an authorized signatory
of the Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.

18.  Abbreviations

                  Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT
(=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship
and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to
Minors Act).

19.  Governing Law

                  THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

20.  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 Securities and has directed the Trustee to use CUSIP
numbers in notices of redemption as a convenience to Securityholders. No
representation is made as to the accuracy of such numbers either as printed on
the Securities or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.

                  THE COMPANY WILL FURNISH TO ANY HOLDER OF SECURITIES UPON
WRITTEN REQUEST AND WITHOUT CHARGE TO THE HOLDER A COPY OF THE INDENTURE WHICH
HAS IN IT THE TEXT OF THIS SECURITY. REQUESTS MAY BE MADE TO:


                            ALAMOSA (DELAWARE), INC.
                               5225 SOUTH LOOP 289
                              LUBBOCK, TEXAS 79424
                          TELECOPIER NO: (806) 722-1423

<PAGE>

                                                                               8



                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to


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

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


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


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

Date: ___________________ Your Signature: _________________________


-------------------------------------------------------------------
(Sign exactly as your name appears on the other side of this Security. Signature
must be guaranteed by a participant in a recognized signature guaranty medallion
program or other signature guarantor acceptable to the Trustee.)

<PAGE>

                                                                               9



                       OPTION OF HOLDER TO ELECT PURCHASE

                  IF YOU WANT TO ELECT TO HAVE THIS SECURITY PURCHASED BY THE
COMPANY PURSUANT TO SECTION 4.07 (ASSET SALE) OR 4.14 (CHANGE OF CONTROL) OF THE
INDENTURE, CHECK THE BOX:

          ---                                           ---
         /  / SECTION 4.07                             /  / SECTION 4.14
         ---                                           ---

                  IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SECURITY
PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.07 OR 4.14 OF THE INDENTURE,
STATE THE AMOUNT THAT YOU ELECT TO HAVE PURCHASED:

$


DATE: __________________ YOUR SIGNATURE: __________________
(SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THE
SECURITY)


SIGNATURE GUARANTEE:_______________________________________
                      (SIGNATURE MUST BE GUARANTEED BY A
                      PARTICIPANT IN A RECOGNIZED SIGNATURE
                      GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE
                      GUARANTOR ACCEPTABLE TO THE TRUSTEE.)

<PAGE>

          CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF
                         TRANSFER RESTRICTED SECURITIES

This certificate relates to $_________ principal amount of Securities held in
(check applicable space) ____ book-entry or _____ definitive form by the
undersigned.

The undersigned (check one box below):

[ ]      has requested the Trustee by written order to deliver in exchange for
         its beneficial interest in the Global Security held by the Depositary a
         Security or Securities in definitive, registered form of authorized
         denominations and an aggregate principal amount equal to its beneficial
         interest in such Global Security (or the portion thereof indicated
         above);

[ ]      has requested the Trustee by written order to exchange or register the
         transfer of a Security or Securities.

In connection with any transfer of any of the Securities evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act, the undersigned confirms that such Securities
are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

         (1)     [ ]       to the Company; or

         (2)     [ ]       pursuant to an effective registration statement
                           under the Securities Act of 1933; or

         (3)     [ ]       inside the United States to a "qualified
                           institutional buyer" (as defined in Rule 144A under
                           the Securities Act of 1933) that purchases for its
                           own account or for the account of a qualified
                           institutional buyer to whom notice is given that
                           such transfer is being made in reliance on Rule
                           144A, in each case pursuant to and in compliance
                           with Rule 144A under the Securities Act of 1933; or

         (4)     [ ]       outside the United States in an offshore transaction
                           within the meaning of Regulation S under the
                           Securities Act in compliance with Rule 904 under the
                           Securities Act of 1933; or

         (5)     [ ]       to an institutional "accredited investor" (as defined
                           in Rule 501(a)(1), (2), (3) or (7) under the
                           Securities Act of 1933) that has furnished to the
                           Trustee a signed letter containing certain
                           representations and agreements; or

         (6)     [ ]       pursuant to another available exemption from
                           registration provided by Rule 144 under the
                           Securities Act of 1933.

<PAGE>

                                                                               2


         Unless one of the boxes is checked, the Trustee will refuse to register
         any of the Securities evidenced by this certificate in the name of any
         Person other than the registered holder thereof; provided, however,
         that if box (4), (5) or (6) is checked, the Trustee may require, prior
         to registering any such transfer of the Securities, such legal
         opinions, certifications and other information as the Company has
         reasonably requested to confirm that such transfer is being made
         pursuant to an exemption from, or in a transaction not subject to, the
         registration requirements of the Securities Act of 1933.


                                               --------------------------
                                               Your Signature

Signature Guarantee:

Date: ___________________                      __________________________
Signature must be guaranteed                     Signature of Signature
by a participant in a                                  Guarantee
recognized signature guaranty
medallion program or other
signature guarantor acceptable
to the Trustee

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


              TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

                  The undersigned represents and warrants that it is purchasing
this Security for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a
"qualified institutional buyer" within the meaning of Rule 144A under the
Securities Act of 1933, and is aware that the sale to it is being made in
reliance on Rule 144A and acknowledges that it has received such information
regarding the Company as the undersigned has requested pursuant to Rule 144A or
has determined not to request such information and that it is aware that the
transferor is relying upon the undersigned's foregoing representations in order
to claim the exemption from registration provided by Rule 144A.


Dated:
                  -----------------------

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


                                                 NOTICE:  To be executed by
                                                          an executive officer

<PAGE>

                      [TO BE ATTACHED TO GLOBAL SECURITIES]

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

                  The initial principal amount of this Global Security is
$            . The following increases or decreases in this Global Security have
been made:


<TABLE>
<CAPTION>
Date of                  Amount of decrease      Amount of increase      Principal Amount  of     Signature of
Exchange                 in Principal Amount     in Principal Amount     this Global Security     authorized signatory
                         of this Global          of this Global          following such           of Trustee or
                         Security                Security                decrease or increase     Securities Custodian
<S>                     <C>                     <C>                     <C>                      <C>

</TABLE>



<PAGE>

                                                                       EXHIBIT B




                         [FORM OF FACE OF NEW SECURITY]

No. o                                                                       $ o

                          13(5/8)% Senior Note due 2011

                                                                    CUSIP No. o

                  Alamosa (Delaware), Inc., a Delaware corporation, promises to
pay to Cede & Co., or registered assigns, the principal sum listed on the
Schedule of Increases or Decreases in Global Security attached hereto on August
15, 2011

                  Interest Payment Dates: August 15 and February 15

                  Record Dates: August 1 and February 1



<PAGE>

                                                                               2

                  Additional provisions of this Security are set forth on the
back of this Security.

                  IN WITNESS WHEREOF, the parties have caused this instrument to
be duly executed.


                                             ALAMOSA (DELAWARE), INC.,

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


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


[CORPORATE SEAL]


TRUSTEE'S CERTIFICATE OF
      AUTHENTICATION

Dated:  [     ], [    ]

WELLS FARGO BANK MINNESOTA, N.A.,

         as Trustee, certifies
         that this is one of
         the Securities referred
         to in the Indenture.



by:
   --------------------------------
         Authorized Signatory





*/ If the Security is to be issued in global form, add the Global Securities
Legend and the attachment captioned "TO BE ATTACHED TO GLOBAL SECURITIES -
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY".

<PAGE>

                         [FORM OF BACK OF NEW SECURITY]

                          13(5/8)% Senior Note due 2011


1.  Interest

                  Alamosa (Delaware), Inc., a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
principal amount of this Security at the rate per August 15 and February 15 of
each year, commencing February 15, 2002. Interest shall be computed on the basis
of a 360-day year of twelve 30-day months. The Company shall pay interest on
overdue principal at the rate borne by the Securities plus 1% per annum, and it
shall pay interest on overdue installments of interest at the rate borne by the
Securities to the extent lawful.

2.  Method of Payment

                  The Company will pay interest on the Securities (except
defaulted interest) to the Persons who are registered holders of Securities at
the close of business on the August 1 or February 1 next preceding the interest
payment date even if Securities are canceled after the record date and on or
before the interest payment date. Holders must surrender Securities to a Paying
Agent to collect principal payments. The Company will pay principal and interest
in money of the United States of America that at the time of payment is legal
tender for payment of public and private debts. Payments in respect of the
Securities represented by a Global Security (including principal, premium and
interest) will be made by wire transfer of immediately available funds to the
accounts specified by The Depository Trust Company. The Company will make all
payments in respect of a Definitive Security (including principal, premium and
interest), by mailing a check to the registered address of each Holder thereof;
provided, however, that payments on the Securities may also be made, in the case
of a Holder of at least $1,000,000 aggregate principal amount of Securities, by
wire transfer to a U.S. dollar account maintained by the payee with a bank in
the United States if such Holder elects payment by wire transfer by giving
written notice to the Trustee or the Paying Agent to such effect designating
such account no later than 30 days immediately preceding the relevant due date
for payment (or such other date as the Trustee may accept in its discretion).

3.  Paying Agent and Registrar

                  Initially, Wells Fargo Bank Minnesota, N.A., a national
banking association (the "Trustee"), will act as Paying Agent and Registrar. The
Company may appoint and change any Paying Agent, Registrar or co-registrar
without notice. The Company or any of its domestically incorporated Wholly Owned
Subsidiaries may act as Paying Agent, Registrar or co-registrar.

<PAGE>

                                                                               2


4.  Indenture

                  The Company issued the Securities under an Indenture dated as
of August 15, 2001 (the "Indenture"), among the Company, the Subsidiary
Guarantors and the Trustee. The terms of the Securities include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. ss.ss. 77aaa-77bbbb) as in effect on the date
of the Indenture (the "TIA"). Terms defined in the Indenture and not defined
herein have the meanings ascribed thereto in the Indenture. The Securities are
subject to all such terms, and Securityholders are referred to the Indenture and
the TIA for a statement of those terms.

                  The Securities are senior unsecured obligations of the Company
limited to $150,000,000 aggregate principal amount (subject to Section 2.07 of
the Indenture). The Indenture imposes certain limitations on the ability of the
Company and its Restricted Subsidiaries to, among other things, make certain
Investments and other Restricted Payments, pay dividends and other
distributions, incur Debt, enter into consensual restrictions upon the payment
of certain dividends and distributions by such Restricted Subsidiaries, issue or
sell shares of capital stock of such Restricted Subsidiaries, enter into or
permit certain transactions with Affiliates, create or incur Liens and make
Asset Sales. The Indenture also imposes limitations on the ability of the
Company and the Subsidiary Guarantors to consolidate or merge with or into any
other Person or sell, transfer, assign, lease, convey or otherwise dispose of
all or substantially all of the Property of the Company or any such Subsidiary
Guarantor.

                  Pursuant to the terms of the Indenture, the Subsidiary
Guarantors have, jointly and severally, guaranteed the due and punctual payment
of the principal and interest on the Securities and all other amounts payable by
the Company under the Indenture and the Securities when and as the same shall be
due and payable, whether at maturity, by acceleration or otherwise, according to
the terms of the Securities and the Indenture. The Subsidiary Guaranties are
subordinated in right of payment to each Subsidiary Guarantor's obligations with
respect to Designated Senior Debt.

<PAGE>

                                                                               3


5.  Optional Redemption

                  Except as set forth below, the Securities are not redeemable
prior to August 15, 2006. On and after that date, the Company may redeem the
Securities in whole at any time or in part from time to time at the following
redemption prices (expressed in percentages of principal amount), plus accrued
and unpaid interest, if any, to the redemption date (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date that is on or prior to the date of redemption),
if redeemed during the 12-month period beginning on or after August 15 of the
years set forth below:


                                                                     Redemption
Period                                                               Price
------                                                               -----

2006..............................................................   106.813%
2007..............................................................   104.542%
2008 .............................................................   102.270%
2009 and thereafter...............................................   100.000%

                  Notwithstanding the foregoing, on or prior to August 15, 2004
the Company may redeem up to 35% of the original aggregate principal amount of
the Securities issued with the proceeds from one or more Public Equity Offerings
at a redemption price equal to 113.625% of the principal amount thereof, plus
accrued and unpaid interest thereon, if any, to the redemption date (subject to
the right of Holders of record on the relevant record date to receive interest
due on the relevant interest payment date that is on or prior to the date of
redemption); provided, however, that after giving effect to any such redemption,
at least 65% of the original aggregate principal amount of the Securities
remains outstanding. Any such redemption shall be made within 90 days of such
Public Equity Offering.

6.  Sinking Fund

                  The Securities are not subject to any sinking fund.

7.  Notice of Redemption

                  Notice of redemption will be mailed by first-class mail at
least 30 days but not more than 60 days before the redemption date to each
Holder of Securities to be redeemed at his or her registered address. Securities
in denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000. If money sufficient to pay the redemption price of and
accrued interest on all Securities (or portions thereof) to be redeemed on the
redemption date is deposited with the Paying Agent on or before the redemption
date and certain other conditions are satisfied, on and after such date interest
ceases to accrue on such Securities (or such portions thereof) called for
redemption.

8. Repurchase of Securities at the Option of Holders upon Change of Control

<PAGE>

                                                                               4


                  Upon a Change of Control, any Holder of Securities will have
the right, subject to certain conditions specified in the Indenture, to cause
the Company to repurchase all or any part of the Securities of such Holder at a
purchase price equal to 101% of the principal amount of the Securities to be
repurchased plus accrued and unpaid interest, if any, to the date of purchase
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date that is on or prior
to the date of purchase) as provided in, and subject to the terms of, the
Indenture.

9.  Denominations; Transfer; Exchange

                  The Securities are in registered form without coupons in
denominations of $1,000 and whole multiples of $1,000. A Holder may transfer or
exchange Securities in accordance with the Indenture. Upon any transfer or
exchange, the Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements or transfer documents and to pay any
taxes required by law or permitted by the Indenture. The Registrar need not
register the transfer of or exchange any Securities selected for redemption
(except, in the case of a Security to be redeemed in part, the portion of the
Security not to be redeemed) or to transfer or exchange any Securities for a
period of 15 days prior to a selection of Securities to be redeemed or 15 days
before an interest payment date.

10.  Persons Deemed Owners

                  The registered Holder of this Security may be treated as the
owner of it for all purposes.

11.  Unclaimed Money

                  If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent shall pay the money back to
the Company at its written request unless an abandoned property law designates
another Person. After any such payment, Holders entitled to the money must look
only to the Company and not to the Trustee for payment.

12.  Discharge and Defeasance

                  Subject to certain conditions, the Company at any time may
terminate some of or all its obligations under the Securities and the Indenture
if the Company deposits with the Trustee money or U.S. Government Obligations
for the payment of principal, premium, if any, and interest on the Securities to
redemption or maturity, as the case may be.

13.  Amendment, Waiver

                  Subject to certain exceptions set forth in the Indenture, (i)
the Indenture or the Securities may be amended without prior notice to any
Securityholder but with the written consent of the Holders of at least a
majority in aggregate

<PAGE>

                                                                               5


principal amount of the outstanding Securities and (ii) any default or
noncompliance with any provision may be waived with the written consent of the
Holders of at least a majority in principal amount of the outstanding
Securities. Subject to certain exceptions set forth in the Indenture, without
the consent of any Holder of Securities, the Company and the Trustee may amend
the Indenture or the Securities (i) to cure any ambiguity, omission, defect or
inconsistency; (ii) to comply with Article V of the Indenture; (iii) to provide
for uncertificated Securities in addition to or in place of certificated
Securities; (iv) to make certain changes in the subordination provisions; (v) to
add Guarantees with respect to the Securities or to release Subsidiary
Guarantors from Subsidiary Guaranties as provided in the Indenture; (vi) to
secure the Securities; (vii) to add additional covenants or to surrender rights
and powers conferred on the Company; (viii) to comply with the requirements of
the SEC in order to effect or maintain the qualification of the Indenture under
the TIA; or (ix) to make any change that does not adversely affect the rights of
any Securityholder.

14.  Defaults and Remedies

                  If an Event of Default occurs and is continuing, the Trustee
or the Holders of at least 25% in aggregate principal amount of the Securities
then outstanding, subject to certain limitations, may declare all the Securities
to be immediately due and payable. Certain events of bankruptcy or insolvency
are Events of Default and shall result in the Securities being immediately due
and payable upon the occurrence of such Events of Default without any further
act of the Trustee or any Holder.

                  Holders of Securities may not enforce the Indenture or the
Securities except as provided in the Indenture. The Trustee may refuse to
enforce the Indenture or the Securities unless it receives reasonable indemnity
or security. Subject to certain limitations, Holders of a majority in aggregate
principal amount of the Securities then outstanding may direct the Trustee in
its exercise of any trust or power under the Indenture. The Holders of a
majority in aggregate principal amount of the Securities then outstanding, by
written notice to the Company and the Trustee, may rescind any declaration of
acceleration and its consequences if the rescission would not conflict with any
judgment or decree, and if all existing Events of Default have been cured or
waived except nonpayment of principal or interest that has become due solely
because of the acceleration.

15.  Trustee Dealings with the Company

                  Subject to certain limitations imposed by the TIA, the Trustee
under the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were
not Trustee.

<PAGE>

                                                                               6


16.  No Recourse Against Others

                  A director, officer, employee or stockholder, as such, of the
Company or any Subsidiary Guarantor shall not have any liability for any
obligations of the Company or any Subsidiary Guarantor under the Securities or
the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each Securityholder
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.

17.  Authentication

                  This Security shall not be valid until an authorized signatory
of the Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.

18.  Abbreviations

                  Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT
(=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship
and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to
Minors Act).

19.  Governing Law

                  THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

20.  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 Securities and has directed the Trustee to use CUSIP
numbers in notices of redemption as a convenience to Securityholders. No
representation is made as to the accuracy of such numbers either as printed on
the Securities or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.

                  THE COMPANY WILL FURNISH TO ANY HOLDER OF SECURITIES UPON
WRITTEN REQUEST AND WITHOUT CHARGE TO THE HOLDER A COPY OF THE INDENTURE WHICH
HAS IN IT THE TEXT OF THIS SECURITY. REQUESTS MAY BE MADE TO:


                            ALAMOSA (DELAWARE), INC.
                               5225 SOUTH LOOP 289
                              LUBBOCK, TEXAS 79424
                          TELECOPIER NO: (806) 722-1423

<PAGE>

                                                                               7



                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to


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

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


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


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

Date: ________________ Your Signature: _____________________


------------------------------------------------------------
(Sign exactly as your name appears on the other side of this Security. Signature
must be guaranteed by a participant in a recognized signature guaranty medallion
program or other signature guarantor acceptable to the Trustee.)

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

                           IF YOU WANT TO ELECT TO HAVE THIS SECURITY
PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.07 (ASSET SALE) OR 4.14 (CHANGE
OF CONTROL) OF THE INDENTURE, CHECK THE BOX:
          ---                                             ---
         /  / SECTION 4.07                               /  / SECTION 4.14
         ---                                             ---

                           IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS
SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.07 OR 4.14 OF THE
INDENTURE, STATE THE AMOUNT THAT YOU ELECT TO HAVE PURCHASED:

$


DATE: __________________ YOUR SIGNATURE: __________________
(SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THE
SECURITY)


SIGNATURE GUARANTEE:________________________________________
                       (SIGNATURE MUST BE GUARANTEED BY A
                       PARTICIPANT IN A RECOGNIZED SIGNATURE
                       GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE
                       GUARANTOR ACCEPTABLE TO THE TRUSTEE.)




<PAGE>

                                                                       EXHIBIT C



                         FORM OF SUPPLEMENTAL INDENTURE


                                    SUPPLEMENTAL INDENTURE (this "Supplemental
                           Indenture") dated as of , among [GUARANTOR] (the "New
                           Subsidiary Guarantor"), a subsidiary of ALAMOSA
                           (DELAWARE), INC. (or its successor), a Delaware
                           corporation (the "Company"), ALAMOSA (DELAWARE),
                           INC., on behalf of itself and the Subsidiary
                           Guarantors (the "Existing Subsidiary Guarantors")
                           under the indenture referred to below, and Wells
                           Fargo BANK MINNESOTA, N.A., a national banking
                           association, as trustee under the indenture referred
                           to below (the "Trustee").


                              W I T N E S S E T H :


                  WHEREAS the Company and the Existing Subsidiary Guarantors
have heretofore executed and delivered to the Trustee an Indenture (the
"Indenture") dated as of August 15, 2001, providing for the issuance of an
aggregate principal amount at maturity of up to $150,000,000 of 13(5/8)% Senior
Notes due 2011 (the "Securities");

                  WHEREAS Section 4.15 of the Indenture provides that under
certain circumstances the Company is required to cause the New Subsidiary
Guarantor to execute and deliver to the Trustee a supplemental indenture
pursuant to which the New Subsidiary Guarantor shall unconditionally guarantee
all the Company's obligations under the Securities pursuant to a Subsidiary
Guaranty on the terms and conditions set forth herein; and

                  WHEREAS pursuant to Section 9.01 of the Indenture, the
Trustee, the Company and the Existing Subsidiary Guarantors are 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 New Subsidiary Guarantor, the Company, the Existing Subsidiary Guarantors
and the Trustee mutually covenant and agree for the equal and ratable benefit of
the holders of the Securities as follows:

                  1. Agreement to Guarantee. The New Subsidiary Guarantor hereby
agrees, jointly and severally with all other Subsidiary Guarantors, to
unconditionally guarantee the Company's obligations under the Securities on the
terms and subject to the conditions set forth in Articles X and XI of the
Indenture and to be bound by all other applicable provisions of the Indenture.


                  2. Ratification of Indenture; Supplemental Indentures Part of
Indenture. Except as expressly amended hereby, the

<PAGE>

                                                                               2


Indenture is in all respects ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect. This
Supplemental Indenture shall form a part of the Indenture for all purposes, and
every holder of Securities heretofore or hereafter authenticated and delivered
shall be bound hereby.

                  3. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.

                  4. Trustee Makes No Representation. The Trustee makes no
representation as to the validity or sufficiency of this Supplemental Indenture.

                  5. 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.

                  6. Effect of Headings. The Section headings herein are for
convenience only and shall not effect the construction thereof.

<PAGE>

                                                                               3


                  IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed as of the date first above written.


                                          [NEW SUBSIDIARY GUARANTOR],

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


                                          ALAMOSA (DELAWARE), INC., on behalf of
                                          itself and the Existing Subsidiary
                                          Guarantors,

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


                                          WELLS FARGO BANK MINNESOTA, N.A., as
                                          Trustee,

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

<PAGE>

                                                                       EXHIBIT D




                                     Form of
                       Transferee Letter of Representation


Alamosa (Delaware), Inc.

In care of
Wells Fargo Bank Minnesota, N.A.
Sixth & Marquette
MAC N9303-120
Minneapolis, MN 55479

Ladies and Gentlemen:


         This certificate is delivered to request a transfer of $ principal
amount of the 13(5/8)% Senior Notes due 2011 (the "Securities") of Alamosa
(Delaware), Inc. (the "Company").

         Upon transfer, the Securities would be registered in the name of the
new beneficial owner as follows:

Name:________________________

Address:_____________________

Taxpayer ID Number:__________

         The undersigned represents and warrants to you that:

         1. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the
"Securities Act")), purchasing for our own account or for the account of such an
institutional "accredited investor" at least $250,000 principal amount of the
Securities, and we are acquiring the Securities not with a view to, or for offer
or sale in connection with, any distribution in violation of the Securities Act.
We 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 Securities,
and we invest in or purchase securities similar to the Securities in the normal
course of our business. We, and any accounts for which we are acting, are each
able to bear the economic risk of our or its investment.

         2. We understand that the Securities have not been registered under the
Securities Act and, unless so registered, may not be sold except as permitted in
the following sentence. We agree on our own behalf and on behalf of any investor
account for which we are purchasing the Securities to offer, sell or otherwise
transfer such Securities prior to the date that is two years after the later of
the date of original issue and the last date on which the Company or any

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affiliate of the Company was the owner of such Securities (or any predecessor
thereto) (the "Resale Restriction Termination Date") only (a) to the Company,
(b) pursuant to a registration statement that has been declared effective under
the Securities Act, (c) in a transaction complying with the requirements of Rule
144A under the Securities Act ("Rule 144A"), to a person we reasonably believe
is a qualified institutional buyer under Rule 144A (a "QIB") that is purchasing
for its own account or for the account of a QIB and to whom notice is given that
the transfer is being made in reliance on Rule 144A, (d) in an offshore
transaction within the meaning of, and in compliance with, Regulation S under
the Securities Act, (e) to an institutional "accredited investor" within the
meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is
purchasing for its own account or for the account of such an institutional
"accredited investor", in each case in a minimum principal amount of Securities
of $250,000, or (f) pursuant to any other available exemption from the
registration requirements of the Securities Act, subject in each of the
foregoing cases to any requirement of law that the disposition of our property
or the property of such investor account or accounts be at all times within our
or their control and in compliance with any applicable state securities laws.
The foregoing restrictions on resale will not apply subsequent to the Resale
Restriction Termination Date. If any resale or other transfer of the Securities
is proposed to be made pursuant to clause (e) above prior to the Resale
Restriction Termination Date, the transferor shall deliver a letter from the
transferee substantially in the form of this letter to the Company and the
Trustee, which shall provide, among other things, that the transferee is an
institutional "accredited investor" within the meaning of Rule 501(a)(1), (2),
(3) or (7) under the Securities Act and that it is acquiring such Securities for
investment purposes and not for distribution in violation of the Securities Act.
Each purchaser acknowledges that the Company and the Trustee reserve the right
prior to the offer, sale or other transfer prior to the Resale Restriction
Termination Date of the Securities pursuant to clause (d), (e) or (f) above to
require the delivery of an opinion of counsel, certifications or other
information satisfactory to the Company and the Trustee.



                                             TRANSFEREE:
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                                               by:
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