<PAGE>   1
                           NEXTEL INTERNATIONAL, INC.,
                                                    as Issuer


                                       and


                              THE BANK OF NEW YORK

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

                                    Indenture

                           Dated as of August 1, 2000

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


                      12 3/4% Senior Serial Notes due 2010



<PAGE>   2


                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
TIA Sections Indenture Sections
-------------------------------
<S>                                                           <C>
Section 310(a)(1)..............................................7.10
        (a)(2).................................................7.10
        (b)....................................................7.08
Section 313(c).................................................7.06; 10.02
Section 314(a).................................................4.17; 10.02
        (a)(4).................................................4.16; 10.02
        (c)(1).................................................10.03
        (c)(2).................................................10.03
        (e)....................................................10.04
Section 315(b).................................................7.05; 10.02
Section 316(a)(1)(A)...........................................6.05
        (a)(1)(B)..............................................6.04
        (b)....................................................6.07
Section 317(a)(1)..............................................6.08
        (a)(2).................................................6.09
Section 318(a).................................................10.01
        (c)....................................................10.01
</TABLE>


Note: The Cross-Reference Table shall not for any purpose be deemed to be a part
      of the Indenture.

                                       i
<PAGE>   3


                              TABLE OF CONTENTS(1)
                              --------------------

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----

<S>                                                                                                              <C>
   RECITALS OF THE COMPANY........................................................................................1

                                 ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE

   SECTION 1.01. Definitions......................................................................................1

   SECTION 1.02. Incorporation by Reference of Trust Indenture Act...............................................25

   SECTION 1.03. Rules of Construction...........................................................................25

                              ARTICLE TWO THE NOTES

   SECTION 2.01. Form and Dating.................................................................................26

   SECTION 2.02. Restrictive Legends.............................................................................27

   SECTION 2.03. Execution, Authentication and Denominations.....................................................28

   SECTION 2.04. Registrar and Paying Agent......................................................................29

   SECTION 2.05. Paying Agent to Hold Money in Trust.............................................................30

   SECTION 2.06. Transfer and Exchange...........................................................................30

   SECTION 2.07. Book-Entry Provisions for Global Notes..........................................................31

   SECTION 2.08. Special Transfer Provisions.....................................................................32

   SECTION 2.09. Replacement Notes...............................................................................35

   SECTION 2.10. Outstanding Notes...............................................................................35

   SECTION 2.11. Temporary Notes.................................................................................36

   SECTION 2.12. Cancellation....................................................................................36

   SECTION 2.13. CUSIP Numbers...................................................................................36

   SECTION 2.14. Defaulted Interest..............................................................................37

   SECTION 2.15. Issuance of Additional Notes....................................................................37

                            ARTICLE THREE REDEMPTION

   SECTION 3.01. Right of Redemption.............................................................................37

   SECTION 3.02. Notices to Trustee..............................................................................38

   SECTION 3.03. Selection of Notes to Be Redeemed...............................................................38

   SECTION 3.04. Notice of Redemption............................................................................38
</TABLE>

-------------------
Note:  The Table of Contents shall not for any purposes be deemed to be a part
of the Indenture.


                                       ii
<PAGE>   4

<TABLE>
<S>                                                                                                             <C>
   SECTION 3.05. Effect of Notice of Redemption..................................................................39

   SECTION 3.06. Deposit of Redemption Price.....................................................................39

   SECTION 3.07. Payment of Notes Called for Redemption..........................................................39

   SECTION 3.08. Notes Redeemed in Part..........................................................................40

                             ARTICLE FOUR COVENANTS

   SECTION 4.01. Payment of Notes................................................................................40

   SECTION 4.02. Maintenance of Office or Agency.................................................................40

   SECTION 4.03. Limitation on Indebtedness......................................................................41

   SECTION 4.04. Limitation on Restricted Payments...............................................................43

   SECTION 4.05. Limitation on Dividend and Other Payment Restrictions Affecting Restricted Group Members........46

   SECTION 4.06. Limitation on the Issuance and Sale of Capital Stock of Restricted Group Members................48

   SECTION 4.07. Limitation on Issuances of Guarantees by Restricted Group Members...............................48

   SECTION 4.08. Limitation on Transactions with Shareholders and Affiliates.....................................49

   SECTION 4.09. Limitation on Liens.............................................................................50

   SECTION 4.10. Limitation on Asset Sales.......................................................................50

   SECTION 4.11. Repurchase of Notes upon a Change of Control....................................................52

   SECTION 4.12. Existence...................................................................................... 52

   SECTION 4.13. Payment of Taxes and Other Claims...............................................................52

   SECTION 4.14. Maintenance of Properties and Insurance.........................................................52

   SECTION 4.15. Notice of Defaults..............................................................................53

   SECTION 4.16. Compliance Certificates.........................................................................53

   SECTION 4.17. Commission Reports and Reports to Holders.......................................................54

   SECTION 4.18. Waiver of Stay, Extension or Usury Laws.........................................................54

   SECTION 4.19. Limitation on Sale-Leaseback Transactions.......................................................54

                       ARTICLE FIVE SUCCESSOR CORPORATION

   SECTION 5.01. When Company May Merge, Etc.....................................................................55

   SECTION 5.02. Successor Substituted...........................................................................56

                        ARTICLE SIX DEFAULT AND REMEDIES

   SECTION 6.01. Events of Default...............................................................................56

   SECTION 6.02. Acceleration....................................................................................57
</TABLE>


                                      iii
<PAGE>   5

<TABLE>
<S>                                                                                                             <C>
   SECTION 6.03. Other Remedies..................................................................................58

   SECTION 6.04. Waiver of Past Defaults.........................................................................58

   SECTION 6.05. Control by Majority.............................................................................58

   SECTION 6.06. Limitation on Suits.............................................................................59

   SECTION 6.07. Rights of Holders to Receive Payment............................................................59

   SECTION 6.08. Collection Suit by Trustee......................................................................59

   SECTION 6.09. Trustee May File Proofs of Claim................................................................60

   SECTION 6.10. Priorities......................................................................................60

   SECTION 6.11. Undertaking for Costs...........................................................................60

   SECTION 6.12. Restoration of Rights and Remedies..............................................................61

   SECTION 6.13. Rights and Remedies Cumulative..................................................................61

   SECTION 6.14. Delay or Omission Not Waiver....................................................................61

                              ARTICLE SEVEN TRUSTEE

   SECTION 7.01. General.........................................................................................61

   SECTION 7.02. Certain Rights of Trustee.......................................................................61

   SECTION 7.03. Individual Rights of Trustee....................................................................62

   SECTION 7.04. Trustee's Disclaimer............................................................................62

   SECTION 7.05. Notice of Default...............................................................................63

   SECTION 7.06. Reports by Trustee to Holders...................................................................63

   SECTION 7.07. Compensation and Indemnity......................................................................63

   SECTION 7.08. Replacement of Trustee..........................................................................63

   SECTION 7.09. Successor Trustee by Merger, Etc................................................................64

   SECTION 7.10. Eligibility.....................................................................................64

   SECTION 7.11. Money Held in Trust.............................................................................65

   SECTION 7.12. Withholding Taxes...............................................................................65

                      ARTICLE EIGHT DISCHARGE OF INDENTURE

   SECTION 8.01. Termination of Company's Obligations............................................................65

   SECTION 8.02. Defeasance and Discharge of Indenture...........................................................66

   SECTION 8.03. Defeasance of Certain Obligations...............................................................68

   SECTION 8.04. Application of Trust Money; Miscellaneous.......................................................69

   SECTION 8.05. Repayment to Company............................................................................70

   SECTION 8.06. Reinstatement...................................................................................70
</TABLE>


                                       iv
<PAGE>   6


<TABLE>
<S>                                                                                                             <C>
                ARTICLE NINE AMENDMENTS, SUPPLEMENTS AND WAIVERS

   SECTION 9.01. Without Consent of Holders......................................................................70

   SECTION 9.02. With Consent of Holders.........................................................................71

   SECTION 9.03. Revocation and Effect of Consent................................................................72

   SECTION 9.04. Notation on or Exchange of Notes................................................................72

   SECTION 9.05. Trustee to Sign Amendments, Etc.................................................................72

   SECTION 9.06. Conformity with Trust Indenture Act.............................................................73

                            ARTICLE TEN MISCELLANEOUS

   SECTION 10.01. Trust Indenture Act of 1939....................................................................73

   SECTION 10.02. Notices........................................................................................73

   SECTION 10.03. Certificate and Opinion as to Conditions Precedent.............................................74

   SECTION 10.04. Statements Required in Certificate or Opinion..................................................74

   SECTION 10.05. Rules by Trustee, Paying Agent or Registrar....................................................74

   SECTION 10.06. Payment Date Other Than a Business Day.........................................................74

   SECTION 10.07. Governing Law..................................................................................75

   SECTION 10.08. No Adverse Interpretation of Other Agreements..................................................75

   SECTION 10.09. No Recourse Against Others.....................................................................75

   SECTION 10.10. Successors.....................................................................................75

   SECTION 10.11. Duplicate Originals............................................................................75

   SECTION 10.12. Separability...................................................................................75

   SECTION 10.13. Table of Contents, Headings, Etc...............................................................75

   SECTION 10.14. Non-Compete Agreement..........................................................................75

EXHIBIT A    Form of Note.......................................................................................A-1
EXHIBIT B    Form of Certificate................................................................................B-1
EXHIBIT C    Form of Certificate to be Delivered in Connection with Transfers to Non-QIB Accredited Investors...C-1
EXHIBIT D    Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S..........D-1
</TABLE>


                                       v
<PAGE>   7

              INDENTURE, dated as of August 1, 2000, between NEXTEL
INTERNATIONAL, INC., a Washington corporation, (the "Company"), and THE BANK OF
NEW YORK, a New York banking corporation (the "Trustee").

                             RECITALS OF THE COMPANY

              The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance initially of up to $650,000,000 aggregate
principal amount of the Company's 12 3/4% Senior Serial Notes due 2010 (the
"Notes") issuable as provided in this Indenture. All things necessary to make
this Indenture a valid agreement of the Company, in accordance with its terms,
have been done, and the Company has done all things necessary to make the Notes,
when executed by the Company and authenticated and delivered by the Trustee
hereunder and duly issued by the Company, the valid obligations of the Company
as hereinafter provided.

              This Indenture is subject to, and shall be governed by, the
provisions of the Trust Indenture Act of 1939, as amended, that are required to
be a part of and to govern indentures qualified under the Trust Indenture Act of
1939, as amended.

                      AND THIS INDENTURE FURTHER WITNESSETH

              For and in consideration of the premises and the purchase of the
Notes by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders, as follows.

                                  ARTICLE ONE
                   DEFINITIONS AND INCORPORATION BY REFERENCE

              SECTION 1.01. Definitions.

              "Adjusted Consolidated Net Income" means, for any period, the
aggregate net income (or loss) of the Company and its Restricted Group Members
for such period determined in conformity with GAAP; provided that the following
items shall be excluded in computing Adjusted Consolidated Net Income (without
duplication):

              (1) the net income (or loss) of any Unrestricted Subsidiary or
       Unrestricted Affiliate, except (x) with respect to net income, to the
       extent of the amount of dividends or other distributions actually paid to
       the Company or any Restricted Group Member by such Unrestricted
       Subsidiary or Unrestricted Affiliate during such period, and (y) with
       respect to net losses, to the extent of the amount of cash contributed by
       the Company or any Restricted Group Member to such Unrestricted
       Subsidiary or Unrestricted Affiliate during such period;

              (2) solely for the purposes of calculating the amount of
       Restricted Payments that may be made pursuant to clause (C) of the first
       paragraph of Section 4.04 (and in such case, except to the extent
       includable pursuant to clause (1) above), the net income (or loss) of any
       person accrued prior to the date it becomes a Restricted Group Member or
       is merged into or consolidated with the Company or any Restricted Group
       Member or all or


<PAGE>   8

       substantially all of the property and assets of such person are acquired
       by the Company or any Restricted Group Member;

              (3) the net income of any Restricted Group Member to the extent
       that the declaration or payment of dividends or similar distributions by
       such Restricted Group Member of such net income is not at the time
       permitted by the operation of the terms of its charter or any agreement,
       instrument, judgment, decree, order, statute, rule or governmental
       regulation applicable to such Restricted Group Member; provided, in the
       case of restrictions imposed in connection with outstanding Indebtedness,
       that the amount of net income excluded during any period shall not exceed
       the aggregate amount of such Indebtedness that would need to be repaid to
       enable such Restricted Group Member to declare and pay dividends or
       similar distributions of such net income;

              (4) any gains or losses (on an after-tax basis) attributable to
       Asset Sales;

              (5) except for purposes of calculating the amount of Restricted
       Payments that may be made pursuant to clause (c) of the first paragraph
       of Section 4.04, any amount paid or accrued as dividends on Preferred
       Stock of the Company or any Restricted Group Member owned by persons
       other than the Company and any Restricted Group Member;

              (6) all extraordinary gains and extraordinary losses; and

              (7) to the extent not otherwise excluded in accordance with GAAP,
       the net income (or loss) of any Restricted Group Member in an amount that
       corresponds to the percentage ownership interest in the income of such
       Restricted Group Member not owned on the last day of such period,
       directly or indirectly, by the Company.

              "Adjusted Consolidated Net Tangible Assets" means the total amount
of assets of the Company and its Restricted Group Members (less applicable
depreciation, amortization and other valuation reserves), except to the extent
resulting from write-ups of capital assets (excluding write-ups in connection
with accounting for acquisitions in conformity with GAAP), after deducting:

              (1) all current liabilities of the Company and its Restricted
       Group Members (excluding intercompany items); and

              (2) all goodwill, trade names, trademarks, patents, unamortized
       debt discount and expense and other like intangibles other than radio
       frequency licenses, all as set forth on the most recent quarterly or
       annual consolidated balance sheet of the Company and its Restricted Group
       Members, prepared in conformity with GAAP and filed with the Commission
       pursuant to Section 4.17; provided that Adjusted Consolidated Net
       Tangible Assets shall be reduced (to the extent not otherwise reduced in
       accordance with GAAP) by an amount that corresponds to the percentage
       ownership interest in the assets of each Restricted Group Member not
       owned on the date of determination, directly or indirectly, by the
       Company.


              "Affiliate" means, as applied to any person, any other person
directly or indirectly controlling, controlled by, or under direct or indirect
common control with, such person. For


                                       2
<PAGE>   9

purposes of this definition, "control" (including, with correlative meanings,
the terms "controlling," "controlled by" and "under common control with"), as
applied to any person, means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of such
person, whether through the ownership of voting securities, by contract or
otherwise.

              "Agent" means any Registrar, Paying Agent, authenticating agent or
co-Registrar.

              "Agent Members" has the meaning provided in Section 2.07(a).

              "Asset Acquisition" means (1) an investment by the Company or any
Restricted Group Member in any other person pursuant to which such person shall
become a Restricted Group Member or shall be merged into or consolidated with
the Company or any Restricted Group Member; provided that such person's primary
business is related, ancillary or complementary to the businesses of the Company
and its Restricted Group Members on the date of such investment or (2) an
acquisition by the Company or any Restricted Group Member of the property and
assets of any person other than the Company or any Restricted Group Member that
constitute substantially all of a division or line of business of such person;
provided that the property and assets acquired are related, ancillary or
complementary to the businesses of the Company and its Restricted Group Members
on the date of such acquisition.

              "Asset Disposition" means the sale or other disposition by the
Company or any Restricted Group Member (other than to the Company or another
Restricted Group Member) of (1) all or substantially all of the Capital Stock of
any Restricted Group Member or (2) all or substantially all of the assets that
constitute a division or line of business of the Company or any Restricted Group
Member.

              "Asset Sale" means any sale, transfer or other disposition
(including by way of merger, consolidation or sale-leaseback transaction) in one
transaction or a series of related transactions by the Company or any Restricted
Group Member to any person other than the Company or any Restricted Group Member
of

              (1) all or any of the Capital Stock of any Restricted Group
       Member;

              (2) all or substantially all of the property and assets of an
       operating unit or business of the Company or any Restricted Group Member;
       or

              (3) any other property and assets of the Company or any Restricted
       Group Member outside the ordinary course of business of the Company or
       such Restricted Group Member and, in the case of any of the foregoing
       clauses (1) through (3), that is not governed by the provisions of
       Article Five;

provided that "Asset Sale" shall not include:

              (a) sales or other dispositions of inventory, receivables and
       other current assets;


                                        3
<PAGE>   10

              (b) sales or other dispositions of assets for consideration at
       least equal to the fair market value of the assets sold or disposed of to
       the extent that the consideration received would satisfy clause (a)(y) of
       Section 4.10;

              (c) sales or other dispositions of obsolete equipment;

              (d) sales or other dispositions of the Capital Stock of an
       Unrestricted Subsidiary or an Unrestricted Affiliate; or

              (e) sales or other dispositions of the Capital Stock of a
       Restricted Affiliate by that Restricted Affiliate;

              (f) sales or other distributions of assets with a fair market
       value (as certified in an officers' certificate) not in excess of $2
       million.

              "Average Life" means, at any date of determination with respect to
any debt security, the quotient obtained by dividing (1) the sum of the products
of (a) the number of years from such date of determination to the dates of each
successive scheduled principal payment of such debt security and (b) the amount
of such principal payment by (2) the sum of all such principal payments.

              "Board of Directors" means the Board of Directors of the Company
or any committee of such Board of Directors duly authorized to act under this
Indenture.

              "Board Resolution" means a copy of a resolution, certified by the
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, and delivered
to the Trustee.

              "Business Day" means any day except a Saturday, Sunday or other
day on which commercial banks in The City of New York, or in the city of the
Corporate Trust Office of the Trustee, are authorized by law to close.

              "Capital Stock" means, with respect to any person, any and all
shares, interests, participations or other equivalents (however designated,
whether voting or non-voting) in equity of such person, whether now outstanding
or issued after the Closing Date, including, without limitation, all Common
Stock and Preferred Stock.

              "Capitalized Lease" means, as applied to any person, any lease of
any property (whether real, personal or mixed) of which the discounted present
value of the rental obligations of such person as lessee, in conformity with
GAAP, is required to be capitalized on that person's balance sheet.

              "Capitalized Lease Obligations" means the discounted present value
of the rental obligations under a Capitalized Lease.

              "Change of Control" means such time as:


                                       4
<PAGE>   11

              (1) (a) prior to the occurrence of a Public Market, a "person" or
       "group" (within the meaning of Section 13(d) or 14(d)(2) of the Exchange
       Act) becomes the ultimate "beneficial owner" (as defined in Rule 13d-3 of
       the Exchange Act) of Voting Stock representing a greater percentage of
       the total voting power of the Voting Stock of the Company, on a fully
       diluted basis, than is held by the Existing Stockholders and their
       Affiliates on such date and (b) after the occurrence of a Public Market,
       a "person" or "group" (within the meaning of Sections 13(d) and 14(d)(2)
       of the Exchange Act) becomes the ultimate "beneficial owner" (as defined
       in Rule 13d-3 under the Exchange Act) of more than 50% of the total
       voting power of the Voting Stock of the Company on a fully diluted basis;
       provided that no Change of Control will be deemed to occur pursuant to
       this clause (1):

                     (x) if the person is a corporation with outstanding debt
              securities having a maturity at original issuance of at least one
              year and if those debt securities are rated Investment Grade by
              S&P or Moody's for a period of at least 90 consecutive days,
              beginning on the date of such event (which period will be extended
              up to 90 additional days for as long as the rating of those debt
              securities is under publicly announced consideration for possible
              downgrading by the applicable rating agency), or

                     (y) if the person is a corporation (I) that on the date of
              such event does not have any outstanding debt securities that are
              rated by S&P, Moody's or any other rating agency of national
              standing provided that within 90 days after such event (which
              period will be extended up to an additional 90 days for as long as
              any such rating agency has publicly announced that such debt or
              the notes will be rated), either (i) debt securities of that
              corporation having a maturity at original issuance of at least one
              year are rated Investment Grade by S&P or Moody's or (ii) the
              Notes are rated Investment Grade by S&P or Moody's, and (II) that
              has when determined as of the Trading Day immediately before and
              the Trading Day immediately after the date of such event, Total
              Common Equity of at least $10 billion (provided that, solely for
              the purpose of calculating Total Common Equity as of the later
              Trading Day, the average Closing Price of the Common Stock, of
              that person will be deemed to equal the Closing Price of such
              Common Stock on that later Trading Day, subject to the last
              sentence of the definition of "Total Common Equity");

              or (2) the individuals who on the Closing Date constitute the
       Board of Directors (together with any new directors whose election by the
       Board of Directors or whose nomination for election by the Company's
       stockholders was approved by a vote of at least two-thirds of the members
       of the Board of Directors then in office who either were members of the
       Board of Directors on the Closing Date or whose election or nomination
       for election was previously so approved) cease for any reason to
       constitute a majority of the members of the Board of Directors then in
       office.

              "Clearnet Transaction" means the transfer to the Company by Nextel
of securities representing a 15.7% equity interest in Clearnet Communications
Inc. in exchange for shares of


                                       5
<PAGE>   12

Series A Redeemable Exchangeable Preferred Stock, par value $10.00 per share, of
Nextel International, which transfer occurred on March 12, 1998.

              "Closing Date" means August 1, 2000.

              "Closing Price" on any Trading Day with respect to the per share
price of any shares of Capital Stock means the last reported sale price regular
way or, in case no such reported sale takes place on such day, the average of
the reported closing bid and asked prices regular way, in either case on the New
York Stock Exchange or, if such shares of Capital Stock are not listed or
admitted to trading on such exchange, on the principal national securities
exchange on which such shares are listed or admitted to trading or, if not
listed or admitted to trading on any national securities exchange, on the Nasdaq
Stock Market or, if such shares are not listed or admitted to trading on any
national securities exchange or quoted on the Nasdaq Stock Market but the issuer
is a Foreign Issuer (as defined in Rule 3b-4(b) under the Exchange Act) and the
principal securities exchange on which such shares are listed or admitted to
trading is a Designated Offshore Securities Market (as defined in Rule 902(a)
under the Securities Act), the average of the reported closing bid and asked
prices regular way on such principal exchange, or, if such shares are not listed
or admitted to trading on any national securities exchange or quoted on the
Nasdaq Stock Market and the issuer and principal securities exchange do not meet
such requirements, the average of the closing bid and asked prices in the
over-the-counter market as furnished by any New York Stock Exchange member firm
of national standing that is selected from time to time by Nextel International
for that purpose.

              "Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Exchange Act or, if at any time
after the execution of this instrument such Commission is not existing and
performing the duties now assigned to it under the TIA, then the body performing
such duties at such time.

              "Common Stock" means, with respect to any person, any and all
shares, interests, participations or other equivalents (however designated,
whether voting or non-voting) of such person's common stock, whether now
outstanding or issued after the date of this Indenture, including, without
limitation, all series and classes of such common stock.

              "Company" means the party named as such in the first paragraph of
this Indenture until a successor replaces it pursuant to Article Five of this
Indenture and thereafter means the successor.

              "Company Order" means a written request or order signed in the
name of the Company (i) by its Chairman, a Vice Chairman, its President or a
Vice President and (ii) by its Treasurer, an Assistant Treasurer, its Secretary
or an Assistant Secretary and delivered to the Trustee; provided, however, that
such written request or order may be signed by any two of the officers or
directors listed in clause (i) above in lieu of being signed by one of such
officers or directors listed in such clause (i) and one of the officers listed
in clause (ii) above.

              "Consolidated EBITDA" means, for any period, the sum of the
amounts for such period of:

              (1) Adjusted Consolidated Net Income;


                                       6
<PAGE>   13

              (2) Consolidated Interest Expense, to the extent deducted in
       calculating Adjusted Consolidated Net Income;

              (3) income taxes, to the extent deducted in calculating Adjusted
       Consolidated Net Income (other than income taxes (either positive or
       negative) attributable to extraordinary and non-recurring gains or losses
       or sales of assets);

              (4) depreciation expense as determined in conformity with GAAP, to
       the extent deducted in calculating Adjusted Consolidated Net Income;

              (5) amortization expense as determined in conformity with GAAP, to
       the extent deducted in calculating Adjusted Consolidated Net Income; and

              (6) all other non-cash items to the extent reducing Adjusted
       Consolidated Net Income (other than items that will require cash payments
       and for which an accrual or reserve is, or is required by GAAP to be,
       made), less all non-cash items to the extent increasing Adjusted
       Consolidated Net Income, as determined in conformity with GAAP.


              "Consolidated Interest Expense" means, for any period, the
aggregate amount of interest in respect of Indebtedness (including, without
limitation, amortization of original issue discount on any Indebtedness and the
interest portion of any deferred payment obligation, calculated in accordance
with the effective interest method of accounting; all commissions, discounts and
other fees and charges owed with respect to letters of credit and bankers'
acceptance financing; the net costs associated with Interest Rate Agreements;
and interest in respect of any Indebtedness that is Guaranteed or secured by the
Company or any Restricted Group Member) and all but the principal component of
rentals in respect of Capitalized Lease Obligations paid, accrued or scheduled
to be paid or to be accrued by the Company and its Restricted Group Members
during such period; excluding, however, (1) any amount of such interest of any
Restricted Group Member if the net income of such Restricted Group Member is
excluded in the calculation of Adjusted Consolidated Net Income pursuant to
clause (3) or (7) of the definition thereof (but only in the same proportion as
the net income of such Restricted Group Member is excluded from the calculation
of Adjusted Consolidated Net Income pursuant to clause (3) or (7) of the
definition thereof) and (2) any premiums, fees and expenses (and any
amortization thereof) payable in connection with the offering of the Notes, all
as determined (without taking into account Unrestricted Subsidiaries or
Unrestricted Affiliates) in conformity with GAAP.

              "Consolidated Leverage Ratio" means, on any Transaction Date, the
ratio of:

              (1) the aggregate amount (determined as set forth in the
       definition of "Indebtedness") of Indebtedness of the Company and its
       Restricted Group Members as at such Transaction Date to

              (2) the aggregate amount of Consolidated EBITDA for the latest
       fiscal quarter for which financial statements of the Company have been
       filed with the Commission pursuant to Section 4.17 (such fiscal quarter
       being the "One Quarter Period"), multiplied by four;


                                       7
<PAGE>   14

              provided that:

              (A) pro forma effect shall be given to (x) any Indebtedness
       Incurred from the beginning of the One Quarter Period through the
       Transaction Date (the "Reference Period"), to the extent such
       Indebtedness is outstanding on the Transaction Date and (y) any
       Indebtedness that was outstanding during such Reference Period but that
       is not outstanding or is to be repaid on the Transaction Date;

              (B) pro forma effect shall be given to Asset Dispositions and
       Asset Acquisitions (including giving pro forma effect to the application
       of proceeds of any Asset Disposition) that occur during such Reference
       Period, as if they had occurred and such proceeds had been applied on the
       first day of such Reference Period; and

              (C) pro forma effect shall be given to asset dispositions and
       asset acquisitions (including giving pro forma effect to the application
       of proceeds of any asset disposition) that have been made by any person
       that has become a Restricted Group Member or has been merged with or into
       the Company or any Restricted Group Member during such Reference Period
       and that would have constituted Asset Dispositions or Asset Acquisitions
       had such transactions occurred when such person was a Restricted Group
       Member as if such asset dispositions or asset acquisitions were Asset
       Dispositions or Asset Acquisitions that occurred on the first day of such
       Reference Period;

provided that to the extent that clause (B) or (C) of this sentence requires
that pro forma effect be given to an Asset Acquisition or Asset Disposition,
such pro forma calculation shall be based upon the full fiscal quarter
immediately preceding the Transaction Date of the person, or division or line of
business of the person, that is acquired or disposed of for which financial
information is available, multiplied by four.


              "Consolidated Net Worth" means, at any date of determination,
stockholders' equity as set forth on the most recently available quarterly or
annual consolidated balance sheet of the Company and its Restricted Group
Members (which shall be as of a date not more than 90 days prior to the date of
such computation, and which shall not take into account Unrestricted
Subsidiaries or Unrestricted Affiliates), less any amounts attributable to
Redeemable Stock or any equity security convertible into or exchangeable for
Indebtedness, the cost of treasury stock and the principal amount of any
promissory notes receivable from the sale of the Capital Stock of the Company or
any Restricted Group Member, each item to be determined in conformity with GAAP.

              "Corporate Trust Office" means the office of the Trustee at which
the corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date of this Indenture,
located at 101 Barclay Street, 21 West, New York, New York 10286, Attention:
Corporate Trust Trustee Administration.

              "Credit Facility" means a debt facility or commercial paper
facility, in each case with one or more banks, vendors or other lenders,
providing for revolving credit loans, term loans, receivables financing
(including through the sale of receivables to such lenders or to special purpose
entities formed to borrower from such lenders against such receivables) or
letters


                                       8
<PAGE>   15

of credit, in each case, as amended, restated, modified, renewed, refunded,
replaced or refinanced in whole or in part from time to time.

              "Currency Agreement" means any foreign exchange contract, currency
swap agreement or other similar agreement or arrangement.

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

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

              "Event of Default" has the meaning provided in Section 6.01.

              "Excess Proceeds" has the meaning provided in Section 4.10.

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

              "Exchange Notes" means any securities of the Company containing
terms identical to the Notes (except that such Exchange Notes shall be
registered under the Securities Act) that are issued and exchanged for the Notes
pursuant to the Registration Rights Agreement and this Indenture.

              "Existing Stockholders" means Craig O. McCaw and Nextel.

              "fair market value" means the price that would be paid in an
arm's-length transaction between an informed and willing seller under no
compulsion to sell and an informed and willing buyer under no compulsion to buy,
as determined in good faith by the Board of Directors, whose determination shall
be conclusive if evidenced by a Board Resolution; provided that for purposes of
clause (8) of the second paragraph of Section 4.03:

              (x) the fair market value of any security registered under the
       Exchange Act shall be the average of the closing prices, regular way, of
       such security for the 20 consecutive trading days immediately preceding
       the capital contribution or sale of Capital Stock; and

              (y) in the event the aggregate fair market value of any other
       property received by the Company exceeds $50 million, the fair market
       value of such property shall be determined by a nationally recognized
       investment banking firm and set forth in their written opinion which
       shall be delivered to the Trustee.

              "GAAP" means generally accepted accounting principles in the
United States of America as in effect as of the Closing Date, including, without
limitation, those set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as approved by a significant segment
of the accounting profession. Except as specifically provided, all ratios and
computations contained or referred to in this Indenture shall be computed in
conformity with GAAP applied on a consistent basis, except that calculations
made for purposes of determining


                                       9
<PAGE>   16

compliance with the terms of the covenants and with other provisions of this
Indenture shall be made without giving effect to the amortization of any
expenses incurred in connection with the offering of the Notes.

              "Global Notes" has the meaning provided in Section 2.01.

              "Guarantee" means any obligation, contingent or otherwise, of any
person directly or indirectly guaranteeing any Indebtedness of any other person
and, without limiting the generality of the foregoing, any obligation, direct or
indirect, contingent or otherwise, of such person (1) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness of
such other person (whether arising by virtue of partnership arrangements, or by
agreements to keep-well, to purchase assets, goods, securities or services
(unless such purchase arrangements are on arm's-length terms and are entered
into in the ordinary course of such person's business), to take-or-pay, or to
maintain financial statement conditions or otherwise) or (2) entered into for
purposes of assuring in any other manner the obligee of such Indebtedness of the
payment thereof or to protect such obligee against loss in respect thereof (in
whole or in part); provided that the term "Guarantee" shall not include
endorsements for collection or deposit in the ordinary course of business. The
term "Guarantee" used as a verb has a corresponding meaning.

              "Guaranteed Indebtedness" has the meaning provided in Section
4.07.

              "Holder" or "Noteholder" means the registered holder of any Note.

              "Incur" means, with respect to any Indebtedness, to incur, create,
issue, assume, Guarantee or otherwise become liable for or with respect to, or
become responsible for, the payment of, contingently or otherwise, such
Indebtedness, including an "Incurrence" of Indebtedness by reason of a person
becoming a Restricted Group Member; provided that neither the accrual of
interest nor the accretion of original issue discount shall be considered an
Incurrence of Indebtedness.

              "Indebtedness" means, with respect to any person at any date of
determination (without duplication):

              (1) all indebtedness of such person for borrowed money;

              (2) all obligations of such person evidenced by bonds, debentures,
       notes or other similar instruments;

              (3) all obligations of such person in respect of letters of credit
       or other similar instruments (including reimbursement obligations with
       respect thereto, but excluding obligations (including reimbursement
       obligations) with respect to (x) letters of credit (including trade
       letters of credit) securing obligations (other than obligations described
       in (1) or (2) above or (5), (6) or (7) below) entered into in the
       ordinary course of business of such person to the extent such letters of
       credit are not drawn upon or, if drawn upon, to the extent such drawing
       is reimbursed no later than the third Business Day following receipt by
       such person of a demand for reimbursement and (y) letters of credit
       secured by cash collateral, to the extent secured thereby);


                                       10
<PAGE>   17

              (4) all obligations of such person to pay the deferred and unpaid
       purchase price of property or services, which purchase price is due more
       than six months after the date of placing such property in service or
       taking delivery and title thereto or the completion of such services,
       except Trade Payables;

              (5) all obligations of such person as lessee under Capitalized
       Leases;

              (6) all Indebtedness of other persons secured by a Lien on any
       asset of such person, whether or not such Indebtedness is assumed by such
       person; provided that the amount of such Indebtedness shall be the lesser
       of (A) the fair market value of such asset at such date of determination
       and (B) the amount of such Indebtedness;

              (7) all Indebtedness of other persons Guaranteed by such person to
       the extent such Indebtedness is Guaranteed by such person; and

              (8) to the extent not otherwise included in this definition,
       obligations under Currency Agreements and Interest Rate Agreements.

The amount of Indebtedness of any person at any date shall be the outstanding
balance at such date of all unconditional obligations as described above and,
with respect to contingent obligations, the maximum liability upon the
occurrence of the contingency giving rise to the obligation, provided (A) that
the amount outstanding at any time of any Indebtedness issued with original
issue discount is the face amount of such Indebtedness less the unamortized
portion of the original issue discount of such Indebtedness at the time of its
issuance as determined in conformity with GAAP, (B) that the amount of
Indebtedness at any time of any Restricted Group Member shall be reduced by an
amount that corresponds to the percentage ownership interest in the assets of
such Restricted Group Member not owned on the date of determination, directly or
indirectly, by the Company, (C) money borrowed at the time of the Incurrence of
any Indebtedness in order to pre-fund the payment of interest on such
Indebtedness shall be deemed not to be "Indebtedness" and (D) that Indebtedness
shall not include any liability for federal, state, local or other taxes.


              "Indenture" means this Indenture as originally executed or as it
may be amended or supplemented from time to time by one or more indentures
supplemental to this Indenture entered into pursuant to the applicable
provisions of this Indenture.

              "Institutional Accredited Investor" means an institution that is
an "accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) or
(7) under the Securities Act.

              "Interest Payment Date" means each semiannual interest payment
date on February 1 and August 1, of each year, commencing February 1, 2001.

              "Interest Rate Agreement" means any interest rate protection
agreement, interest rate future agreement, interest rate option agreement,
interest rate swap agreement, interest rate cap agreement, interest rate collar
agreement, interest rate hedge agreement or other similar agreement or
arrangement.


                                       11
<PAGE>   18

              "Investment" in any person means any direct or indirect advance,
loan or other extension of credit (including, without limitation, by way of
Guarantee or similar arrangement; but excluding advances to customers in the
ordinary course of business that are, in conformity with GAAP, recorded as
accounts receivable on the balance sheet of the Company or its Restricted Group
Members) or capital contribution to (by means of any transfer of cash or other
property to others or any payment for property or services for the account or
use of others), or any purchase or acquisition of Capital Stock, bonds, notes,
debentures or other similar instruments issued by, such person and shall
include:

              (1) the designation of a Restricted Subsidiary of the Company as
       an Unrestricted Subsidiary;

              (2) the designation of a Restricted Affiliate as an Unrestricted
       Affiliate; and

              (3) the fair market value of the Capital Stock (or any other
       Investment), held by the Company or any Restricted Group Member, of (or
       in) any person that has ceased to be a Restricted Group Member, including
       without limitation, by reason of any transaction permitted by clause (3)
       or (4) of Section 4.06 or an Investment ceasing to be a Permitted
       Investment pursuant to clause (2)(y) of the definition of "Permitted
       Investment"; provided that the fair market value of the Investment
       remaining in any person that has ceased to be a Restricted Group Member
       shall not exceed (x) the value of the aggregate amount of Investments
       previously made in such person valued at the time such Investments were
       made less (y) the net reduction of such Investments.

For purposes of the definition of "Unrestricted Affiliate" and "Unrestricted
Subsidiary" and Section 4.04:

              (1) "Investment" shall include the fair market value of the assets
       (net of liabilities (other than liabilities to the Company or any of its
       Subsidiaries)) of any Restricted Group Member at the time that such
       Restricted Group Member is designated an Unrestricted Subsidiary or
       Unrestricted Affiliate;

              (2) the fair market value of the assets (net of liabilities (other
       than liabilities to the Company or any of its Subsidiaries)) of any
       Unrestricted Subsidiary or Unrestricted Affiliate at the time that such
       Unrestricted Subsidiary or Unrestricted Affiliate is designated a
       Restricted Subsidiary or Restricted Affiliate shall be considered a
       reduction in outstanding Investments; and

              (3) any property transferred to or from an Unrestricted Subsidiary
       or Unrestricted Affiliate shall be valued at its fair market value at the
       time of such transfer; provided that the amount of any Investment made by
       a Restricted Group Member shall be reduced by an amount that corresponds
       to the percentage ownership interest in the assets of such Restricted
       Group Member not owned on the date of determination, directly or
       indirectly, by the Company.


              "Involuntary Event" has the meaning specified in the definition of
"Permitted Investments."


                                       12
<PAGE>   19

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

              "Lien" means any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including, without limitation, any conditional sale
or other title retention agreement or lease in the nature thereof or any
agreement to give any security interest); provided that the amount of assets of
a Restricted Group Member subject to a Lien shall be reduced by an amount that
corresponds to the percentage ownership interest in the assets of such
Restricted Group Member not owned on the date of determination, directly or
indirectly, by the Company.

              "Minority Owned Affiliate," of any specified person, means any
other person in which an Investment in the Capital Stock of such person has been
made by such specified person other than a direct or indirect Subsidiary of such
specified person.

              "Moody's" means Moody's Investors Service, Inc. and its
successors.

              "Net Cash Proceeds" means:

              (1)    with respect to any Asset Sale, the proceeds of such Asset
       Sale in the form of cash or cash equivalents, including payments in
       respect of deferred payment obligations (to the extent corresponding to
       the principal, but not interest, component thereof) when received in the
       form of cash or cash equivalents (except to the extent such obligations
       are financed or sold with recourse to the Company or any Restricted Group
       Member) and proceeds from the conversion of other property received when
       converted to cash or cash equivalents, net of

                     (a) brokerage commissions and other fees and expenses
              (including fees and expenses of counsel and investment bankers)
              related to such Asset Sale,

                     (b) provisions for all taxes (whether or not such taxes
              will actually be paid or are payable) as a result of such Asset
              Sale without regard to the consolidated results of operations of
              the Company and its Restricted Group Members, taken as a whole,

                     (c) payments made to repay Indebtedness or any other
              obligation outstanding at the time of such Asset Sale that either
              (x) is secured by a Lien on the property or assets sold or (y) is
              required to be paid as a result of such sale, and

                     (d) appropriate amounts to be provided by the Company or
              any Restricted Group Member as a reserve against any liabilities
              associated with such Asset Sale, including, without limitation,
              pension and other post-employment benefit liabilities, liabilities
              related to environmental matters and liabilities under any
              indemnification obligations associated with such Asset Sale, all
              as determined in conformity with GAAP;

       provided that with respect to any Asset Sale by a Restricted Group
       Member, Net Cash Proceeds shall be reduced by an amount that corresponds
       to the percentage ownership


                                       13
<PAGE>   20

       interest in the assets of such Restricted Group Member not owned on the
       date of such Asset Sale, directly or indirectly, by the Company; and

              (2) with respect to any capital contribution or issuance or sale
       of Capital Stock, the proceeds of such capital contribution or issuance
       or sale in the form of cash or cash equivalents, including payments in
       respect of deferred payment obligations (to the extent corresponding to
       the principal, but not interest, component thereof) when received in the
       form of cash or cash equivalents (except to the extent such obligations
       are financed or sold with recourse to the Company or any Restricted Group
       Member) and proceeds from the conversion of other property received when
       converted to cash or cash equivalents, net of attorney's fees,
       accountants' fees, underwriters' or placement agents' fees, discounts or
       commissions and brokerage, consultant and other fees incurred in
       connection with such capital contribution or issuance or sale and net of
       taxes paid or payable as a result thereof.

              "Nextel" means Nextel Communications, Inc.

              "Non-Compete Agreement" means the Right of First Opportunity
Agreement, dated March 6, 1997, as amended, between the Company and Nextel.

              "Non-Compete Notice" has the meaning provided in Section 10.14.

              "Non-U.S. person" means a person who is not a U.S. person, as
defined in Regulation S.

              "Note Register" has the meaning provided in Section 2.04.

              "Notes" means any of the securities, as defined in the first
paragraph of the recitals hereof, that are authenticated and delivered under
this Indenture. For all purposes of this Indenture, the term "Notes" shall
include the Notes initially issued on the Closing Date, any Exchange Notes to be
issued and exchanged for any Notes pursuant to the Registration Rights Agreement
and this Indenture and any other Notes issued after the Closing Date under this
Indenture. For purposes of this Indenture, all Notes shall vote together as one
series of Notes under this Indenture.

              "Offer to Purchase" means an offer to purchase Notes by the
Company from the Holders commenced by mailing a notice to the Trustee and each
Holder stating:

              (1) the covenant pursuant to which the offer is being made and
       that all Notes validly tendered will be accepted for payment on a pro
       rata basis;

              (2) the purchase price and the date of purchase (which shall be a
       Business Day no earlier than 30 days nor later than 60 days from the date
       such notice is mailed) (the "Payment Date");

              (3) that any Note not tendered will continue to accrue interest
       pursuant to its terms;


                                       14
<PAGE>   21

              (4) that, unless the Company defaults in the payment of the
       purchase price, any Note accepted for payment pursuant to the Offer to
       Purchase shall cease to accrue interest on and after the Payment Date;

              (5) that Holders electing to have a Note purchased pursuant to the
       Offer to Purchase will be required to surrender the Note, together with
       the form entitled "Option of the Holder to Elect Purchase" on the reverse
       side of the Note completed, to the Paying Agent at the address specified
       in the notice prior to the close of business on the Business Day
       immediately preceding the Payment Date;

              (6) that Holders will be entitled to withdraw their election if
       the Paying Agent receives, not later than the close of business on the
       third Business Day immediately preceding the Payment Date, a telegram,
       facsimile transmission or letter setting forth the name of such Holder,
       the principal amount of Notes delivered for purchase and a statement that
       such Holder is withdrawing his election to have such Notes purchased; and

              (7) that Holders whose Notes are being purchased only in part will
       be issued new Notes equal in principal amount to the unpurchased portion
       of the Notes surrendered; provided that each Note purchased and each new
       Note issued shall be in a principal amount of $1,000 or integral
       multiples thereof. On the Payment Date, the Company shall (A) accept for
       payment on a pro rata basis Notes or portions thereof tendered pursuant
       to an Offer to Purchase; (B) deposit with the Paying Agent money
       sufficient to pay the purchase price of all Notes or portions thereof so
       accepted; and (C) deliver, or cause to be delivered, to the Trustee all
       Notes or portions thereof so accepted together with an Officers'
       Certificate specifying the Notes or portions thereof accepted for payment
       by the Company. The Paying Agent shall promptly mail to the Holders of
       Notes so accepted payment in an amount equal to the purchase price, and
       the Trustee shall promptly authenticate and mail to such Holders a new
       Note equal in principal amount to any unpurchased portion of the Note
       surrendered; provided that each Note purchased and each new Note issued
       shall be in a principal amount of $1,000 or integral multiples thereof.
       The Company will publicly announce the results of an Offer to Purchase as
       soon as practicable after the Payment Date. The Trustee shall act as the
       Paying Agent for an Offer to Purchase. The Company will comply with Rule
       14e-1 under the Exchange Act and any other securities laws and
       regulations thereunder to the extent such laws and regulations are
       applicable, in the event that the Company is required to repurchase Notes
       pursuant to an Offer to Purchase.

              "Officer" means, with respect to the Company, (i) the Chairman of
the Board, the President, any Vice President, the Chief Financial Officer, and
(ii) the Treasurer or any Assistant Treasurer, or the Secretary or any Assistant
Secretary.

              "Officers' Certificate" means a certificate signed by one Officer
listed in clause (i) of the definition thereof and one Officer listed in clause
(ii) of the definition thereof. Each Officers' Certificate (other than
certificates provided pursuant to TIA Section 314(a)(4)) shall include the
statements provided for in TIA Section 314(e).

              "Offshore Global Note" has the meaning provided in Section 2.01.


                                       15
<PAGE>   22

              "Offshore Physical Notes" has the meaning provided in Section
2.01.

              "Opinion of Counsel" means a written opinion signed by legal
counsel who may be an employee of or counsel to the Company. Each such Opinion
of Counsel shall include the statements provided for in TIA Section 314(e).

              "Overhead Services Agreement" means the Overhead Services
Agreement, dated as of March 3, 1997, between the Company and Nextel and any
amendment or successor agreement thereto.

              "Paying Agent" has the meaning provided in Section 2.04, except
that, for the purposes of Article Eight, the Paying Agent shall not be the
Company or a Subsidiary of the Company or an Affiliate of any of them. The term
"Paying Agent" includes any additional Paying Agent.

              "Permitted Investment" means:

              (1) an Investment in the Company or a Restricted Subsidiary of the
       Company or a person which will, upon the making of such Investment,
       become a Restricted Subsidiary of the Company or be merged or
       consolidated with or into or transfer or convey all or substantially all
       its assets to, the Company or a Restricted Subsidiary of the Company;
       provided that such person's primary business is related, ancillary or
       complementary to the businesses of the Company and its Restricted
       Subsidiaries on the date of such Investment;

              (2) an Investment by the Company or a Restricted Group Member in a
       Restricted Affiliate or a person which will, upon the making of such
       Investment, become a Restricted Affiliate or be merged or consolidated
       with or into or transfer or convey all or substantially all its assets
       to, a Restricted Affiliate; provided that (x) such person's primary
       business is related, ancillary or complementary to the businesses of the
       Company and its Restricted Group Members on the date of such Investment
       and (y) any such Investment shall cease to be a Permitted Investment in
       the event such Restricted Affiliate shall cease to be a Restricted
       Affiliate or shall cease to observe any of the provisions of the
       covenants that are applicable to such Restricted Affiliate, provided that
       in the event such Restricted Affiliate ceases to be a Restricted
       Affiliate or such Restricted Affiliate ceases to observe any of the
       provisions of the covenants applicable to it solely as a result of
       circumstances, developments or conditions beyond the control of the
       Company (such failure to be a Restricted Affiliate or failure to observe
       a covenant as a result of any such circumstance, development or
       condition, being an "Involuntary Event") any such Investment previously
       made in such Restricted Affiliate will not cease to be a Permitted
       Investment unless such Involuntary Event continues for 90 days;

              (3) an Investment by a Restricted Affiliate in a Restricted
       Subsidiary of such Restricted Affiliate or a person which will, upon the
       making of such Investment, become a Restricted Subsidiary of such
       Restricted Affiliate or be merged or consolidated with or into or
       transfer or convey all or substantially all its assets to, such
       Restricted Affiliate or a Restricted Subsidiary of such Restricted
       Affiliate; provided that such person's primary


                                       16
<PAGE>   23

       business is related, ancillary or complementary to the businesses of the
       Company and its Restricted Group Members on the date of such Investment;

              (4) Temporary Cash Investments;

              (5) payroll, travel and similar advances to cover matters that are
       expected at the time of such advances ultimately to be treated as
       expenses in accordance with GAAP; and

              (6) stock, obligations or securities received in satisfaction of
       judgments or as part of or in connection with the bankruptcy, winding up
       or liquidation of a person, except if such stock, obligations or
       securities are received in consideration for an Investment made in such
       person in connection with or anticipation of such bankruptcy, winding up
       or liquidation.

              "Permitted Liens" means:

              (1) Liens for taxes, assessments, governmental charges or claims
       that are being contested in good faith by appropriate legal proceedings
       promptly instituted and diligently conducted and for which a reserve or
       other appropriate provision, if any, as shall be required in conformity
       with GAAP shall have been made;

              (2) statutory and common law Liens of landlords and carriers,
       warehousemen, mechanics, suppliers, materialmen, repairmen or other
       similar Liens arising in the ordinary course of business and with respect
       to amounts not yet delinquent or being contested in good faith by
       appropriate legal proceedings promptly instituted and diligently
       conducted and for which a reserve or other appropriate provision, if any,
       as shall be required in conformity with GAAP shall have been made;

              (3) Liens incurred or deposits made in the ordinary course of
       business in connection with workers' compensation, unemployment insurance
       and other types of social security;

              (4) Liens incurred or deposits made to secure the performance of
       tenders, bids, leases, statutory or regulatory obligations, bankers'
       acceptances, surety and appeal bonds, government contracts, performance
       and return-of-money bonds and other obligations of a similar nature
       incurred in the ordinary course of business (exclusive of obligations for
       the payment of borrowed money);

              (5) easements, rights-of-way, municipal and zoning ordinances and
       similar charges, encumbrances, title defects or other irregularities that
       do not materially interfere with the ordinary course of business of the
       Company or any Restricted Group Member;

              (6) Liens (including extensions and renewals thereof) upon real or
       personal property acquired after the Closing Date; provided that (a) such
       Lien is created solely for the purpose of securing Indebtedness Incurred,
       in accordance with Section 4.03, (1) to finance the cost (including the
       cost of design, development, construction, improvement, installation or
       integration) of the item of property or assets subject thereto and such
       Lien


                                       17
<PAGE>   24

       is created prior to, at the time of or within six months after the later
       of the acquisition, the completion of construction or the commencement of
       full operation of such property, or (y) to refinance any Indebtedness
       previously so secured, (b) the principal amount of the Indebtedness
       secured by such Lien does not exceed 100% of the cost of that property
       and (c) any such Lien shall not extend to or cover any property or assets
       other than such item of property or assets and any improvements on such
       item;

              (7) leases or subleases granted to others that do not materially
       interfere with the ordinary course of business of the Company and its
       Restricted Group Members, taken as a whole;

              (8) Liens encumbering property or assets under construction
       arising from progress or partial payments by a customer of the Company or
       its Restricted Group Members relating to such property or assets;

              (9) any interest or title of a lessor in the property subject to
       any Capitalized Lease or operating lease;

              (10) Liens arising from filing Uniform Commercial Code financing
       statements (or substantially equivalent filings outside the United
       States) regarding leases;

              (11) Liens on property of, or on shares of Capital Stock or
       Indebtedness of, any person existing at the time such person becomes, or
       becomes a part of, any Restricted Group Member; provided that such Liens
       do not extend to or cover any property or assets of the Company or any
       Restricted Group Member other than the property or assets acquired;

              (12) Liens in favor of the Company or any Restricted Group Member;

              (13) Liens arising from the rendering of a final judgment or order
       against the Company or any Restricted Group Member that does not give
       rise to an Event of Default;

              (14) Liens securing reimbursement obligations with respect to
       letters of credit that encumber documents and other property relating to
       such letters of credit and the products and proceeds thereof;

              (15) Liens in favor of customs and revenue authorities arising as
       a matter of law to secure payment of customs duties in connection with
       the importation of goods;

              (16) Liens encumbering customary initial deposits and margin
       deposits, and other Liens that are either within the general parameters
       customary in the industry and incurred in the ordinary course of
       business, in each case, securing Indebtedness under Interest Rate
       Agreements and Currency Agreements and forward contracts, options, future
       contracts, futures options or similar agreements or arrangements designed
       solely to protect the Company or any of its Restricted Group Members from
       fluctuations in interest rates, currencies or the price of commodities;


                                       18
<PAGE>   25

              (17) Liens arising out of conditional sale, title retention,
       consignment or similar arrangements for the sale of goods entered into by
       the Company or any Restricted Group Member in the ordinary course of
       business in accordance with the past practices of the Company and its
       Restricted Group Members prior to the Closing Date;

              (18) Liens on or sales of receivables;

              (19) Liens on the Capital Stock of Unrestricted Subsidiaries and
       Unrestricted Affiliates; and

              (20) Liens securing Indebtedness in an amount not to exceed at any
       one time outstanding 10% of Adjusted Consolidated Net Tangible Assets.

              "person" means an individual, a corporation, a partnership, a
limited liability company, an association, a trust or any other entity or
organization, including a government or political subdivision or an agency or
instrumentality thereof.

              "Physical Notes" has the meaning provided in Section 2.01.

              "Preferred Stock" means, with respect to any person, any and all
shares, interests, participations or other equivalents (however designated,
whether voting or non-voting) of such person's preferred or preference stock,
whether now outstanding or issued after the date of this Indenture, including,
without limitation, all series and classes of such preferred or preference
stock.

              "principal" of a debt security, including the Notes, means the
principal amount due on the Stated Maturity as shown on such debt security.

              "Private Placement Legend" means the legend initially set forth on
the Notes in the form set forth in Section 2.02.

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

              A "Public Market" shall be deemed to exist if (1) a Public Equity
Offering has been consummated and (2) at least 15% of the total issued and
outstanding Common Stock of the Company has been distributed by means of an
effective registration statement under the Securities Act or sales pursuant to
Rule 144 under the Securities Act.

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

              "Redeemable Stock" means any class or series of Capital Stock of
any person that by its terms or otherwise is (1) required to be redeemed prior
to the Stated Maturity of the Notes; (2) redeemable at the option of the holder
of such class or series of Capital Stock at any time prior to the Stated
Maturity of the Notes; or (3) convertible into or exchangeable for Capital Stock
referred to in clause (1) or (2) above or Indebtedness having a scheduled
maturity prior to the Stated Maturity of the Notes; provided that any Capital
Stock that would not constitute


                                       19
<PAGE>   26

Redeemable Stock but for 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 Notes shall not constitute Redeemable 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 provisions
contained in Section 4.10 and Section 4.11 and such Capital Stock specifically
provides that such person will not repurchase or redeem any such stock pursuant
to such provision prior to the Company's repurchase of such Notes as are
required to be repurchased pursuant to Section 4.10 and Section 4.11.

              "Redemption Date", when used with respect to any Note to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

              "Redemption Price", when used with respect to any Note to be
redeemed, means the price at which such Note is to be redeemed pursuant to this
Indenture.

              "Registrar" has the meaning provided in Section 2.04.

              "Registration Rights Agreement" means the Registration Rights
Agreement, dated August 1, 2000, among the Company and Morgan Stanley & Co.
Incorporated, Banc of America Securities LLC, Barclays Capital Inc., Chase
Securities Inc., Credit Suisse First Boston Corporation, Deutsche Bank
Securities Inc. and Goldman, Sachs & Co. and certain permitted assigns specified
therein.

              "Registration Statement" means the Registration Statement as
defined and described in the Registration Rights Agreement.

              "Regular Record Date" for the interest payable on any Interest
Payment Date means the January 15 or July 15 (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date.

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

              "Repurchase Offer" has the meaning specified in the Warrant
Agreement, dated as of March 6, 1997, between the Company and The Bank of New
York.

              "Required Consent" means, except as otherwise expressly provided
in this Indenture with respect to matters requiring the consent of each Holder
of Notes affected thereby,

              (1) the consent of Holders of not less than a majority in
       aggregate principal amount at Stated Maturity of the outstanding Notes
       for any action to (x) direct the time, method and place of conducting any
       proceeding for any remedy available to the Trustee, or exercising any
       power conferred upon such Trustee, or (y) consent to or waive, on behalf
       of the Holders of all the Notes, any past default and its consequences,
       and

              (2) with respect to all other actions requiring the consent of
       Holders of the Notes, the consent of either (x) a majority in aggregate
       principal amount at Stated Maturity of the outstanding Notes or (y) a
       majority in aggregate principal amount at Stated Maturity


                                       20
<PAGE>   27

       of (I) the Notes, (II) the 13% Senior Discount Notes due 2007 issued by
       the Company under an Indenture dated March 3, 1997, (III) the 12?% Senior
       Discount Notes due 2008 issued by the Company under an Indenture dated
       March 12, 1998 and (IV) any other issue of unsubordinated, unsecured
       notes issued by the Company, if such notes or the indenture pursuant to
       which such notes were issued both (A) require the consent of the holders
       of such notes to such action and (B) provide that the holders thereof
       will vote with the Holders of the Notes with respect to such action.

              "Responsible Officer", when used with respect to the Trustee,
means any vice president, any assistant vice president, any assistant secretary,
any assistant treasurer, any trust officer or assistant trust officer, the
controller or any assistant controller or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his or her
knowledge of and familiarity with the particular subject.

              "Restricted Affiliate" means any direct or indirect Minority Owned
Affiliate of the Company or a Restricted Subsidiary of the Company that has been
designated by the Board of Directors as a Restricted Affiliate based on a
determination by the Board of Directors that the Company has, directly or
indirectly, the requisite control over such Minority Owned Affiliate to prevent
it from Incurring Indebtedness, or taking any other action at any time, in
contravention of any of the provisions of this Indenture that are applicable to
Restricted Affiliates; provided that immediately after giving effect to such
designation (x) the Liens and Indebtedness of such Minority Owned Affiliate
outstanding immediately after such designation would, if Incurred at such time,
have been permitted to be Incurred for all purposes of this Indenture and (y) no
Default or Event of Default shall have occurred and be continuing. The Company
will be required to deliver an Officers' Certificate to the Trustee upon
designating any Minority Owned Affiliate as a Restricted Affiliate.

              "Restricted Group Members" means collectively, each Restricted
Subsidiary of the Company, each Restricted Affiliate and each Restricted
Subsidiary of a Restricted Affiliate.

              "Restricted Payments" has the meaning provided in Section 4.04.

              "Restricted Subsidiary" means any Subsidiary other than an
Unrestricted Subsidiary.

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

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

              "Series A Preferred Stock" means the Series A Redeemable
Exchangeable Preferred Stock, par value $10.00 per share, of the Company.

              "Significant Group Member" means, at any date of determination,
any Restricted Group Member that, together with its Restricted Subsidiaries and
Restricted Affiliates, (1) for the most recent fiscal year of the Company,
accounted for more than 10% of the consolidated revenues of the Company and its
Restricted Group Members or (2) as of the end of such fiscal


                                       21
<PAGE>   28

year, was the owner of more than 10% of the consolidated assets of the Company
and its Restricted Group Members, all as set forth on the most recently
available consolidated financial statements of the Company for such fiscal year.

              "S&P" means Standard & Poor's Ratings Services and its successors.

              "Stated Maturity" means, (1) with respect to any debt security,
the date specified in such debt security as the fixed date on which the final
installment of principal of such debt security is due and payable and (2) with
respect to any scheduled installment of principal of or interest on any debt
security, the date specified in such debt security as the fixed date on which
such installment is due and payable.

              "Subsidiary" means, with respect to any person, any corporation,
association or other business entity of which more than 50% of the voting power
of the outstanding Voting Stock is owned, directly or indirectly, by such person
and one or more other Subsidiaries of such person.

              "Temporary Cash Investment" means any of the following: (1) direct
obligations of the United States of America or any agency thereof or obligations
fully and unconditionally guaranteed by the United States of America or any
agency thereof, (2) time deposit accounts, certificates of deposit and money
market deposits maturing within 180 days of the date of acquisition thereof
issued by a bank or trust company which is organized under the laws of the
United States of America, any state thereof or any foreign country recognized by
the United States, and which bank or trust company has capital, surplus and
undivided profits aggregating in excess of $50 million (or the foreign currency
equivalent thereof) and has outstanding debt which is rated "A" (or such similar
equivalent rating) or higher by at least one nationally recognized statistical
rating organization (as defined in Rule 436 under the Securities Act) or any
money-market fund sponsored by a registered broker dealer or mutual fund
distributor, (3) repurchase obligations with a term of not more than 30 days for
underlying securities of the types described in clause (1) above entered into
with a bank meeting the qualifications described in clause (2) above, (4)
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, any state thereof
or any foreign country recognized by 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, and (5) securities
with maturities of six months or less from the date of acquisition issued or
fully and unconditionally guaranteed by any state, commonwealth or territory of
the United States of America, or by any political subdivision or taxing
authority thereof, and rated at least "A" by S&P or Moody's.

              "TIA" or "Trust Indenture Act" means the Trust Indenture Act of
1939, as amended (15 U.S. Code Sections 77aaa-77bbb), as in effect on the date
this Indenture was executed, except as provided in Section 9.06.

              "Total Common Equity" of any person means, as of any day of
determination (and as modified for purposes of the definition of "Change of
Control"), the product of (1) the aggregate number of outstanding primary shares
of Common Stock of such person on that day


                                       22
<PAGE>   29

(which will not include any options or warrants on, or securities convertible or
exchangeable into, shares of Common Stock of that person) and (2) the average
Closing Price of that Common Stock over the 20 consecutive Trading Days
immediately preceding that day. If no Closing Price exists with respect to
shares of the class, the value of those shares for purposes of clause (2) of the
preceding sentence shall be determined by the Board of Directors in good faith
and evidenced by a Board Resolution.

              "Total Market Value of Equity" of the Company means, as of any day
of determination, the sum of (1) the product of (a) the aggregate number of
outstanding primary shares of Common Stock of the Company on such day (which
shall include any options or warrants on, or securities convertible or
exchangeable into, shares of Common Stock of the Company) and (b) the average
Closing Price of such Common Stock over the 20 consecutive Trading Days
immediately preceding such day, plus (2) the liquidation value of any
outstanding shares of Preferred Stock (other than Redeemable Stock) of the
Company on such day.

              "Trade Payables" means, with respect to any person, any accounts
payable or any other indebtedness or monetary obligation to trade creditors
created, assumed or Guaranteed by such person or any of its Subsidiaries arising
in the ordinary course of business in connection with the acquisition of goods
or services, including by way of example and not limitation, the deferred and
unpaid purchase price of subscriber units so long as the purchase price is due
no later than 365 days after taking delivery and title thereto.

              "Trading Day" with respect to a securities exchange or automated
quotation system means a day on which such exchange or system is open for a full
day of trading.

              "Transaction Date" means, with respect to the Incurrence of any
Indebtedness by the Company or any Restricted Group Member, the date such
Indebtedness is to be Incurred and, with respect to any Restricted Payment, the
date such Restricted Payment is to be made.

              "Trustee" means The Bank of New York until a successor replaces it
in accordance with the provisions of this Indenture and thereafter means such
successor.

              "United States Bankruptcy Code" means the Bankruptcy Reform Act of
1978, as amended and as codified in Title 11 of the United States Code, as
amended from time to time hereafter, or any successor federal bankruptcy law.

              "U.S. Global Note" has the meaning provided in Section 2.01.

              "U.S. Government Obligations" means securities that are (1) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (2) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof at any time prior
to the Stated Maturity of the Notes, and shall also include a depository receipt
issued by a bank or trust company as custodian with respect to any such U.S.
Government Obligation or a specific payment of interest on or principal of any
such U.S. Government Obligation held by such custodian for the account of the
holder of a depository receipt; provided that (except as required by law) such
custodian is not


                                       23
<PAGE>   30

authorized to make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in respect of the
U.S. Government Obligation or the specific payment of interest on or principal
of the U.S. Government Obligation evidenced by such depository receipt.

              "U.S. Physical Notes" has the meaning provided in Section 2.01.

              "Unrestricted Affiliate" means any Minority Owned Affiliate of the
Company other than a Restricted Affiliate. The Board of Directors may designate
any Restricted Affiliate to be an Unrestricted Affiliate unless such Minority
Owned Affiliate owns any Capital Stock of, or owns or holds any Lien on any
property of, the Company or any Restricted Group Member; provided that: (1) any
Guarantee by the Company or any Restricted Group Member of any Indebtedness of
the Minority Owned Affiliate being so designated shall be deemed an "Incurrence"
of such Indebtedness and an "Investment" by the Company or such Restricted Group
Member (or both, if applicable) at the time of such designation; (2) either (A)
the Minority Owned Affiliate to be so designated has total assets of $1,000 or
less or (B) if such Minority Owned Affiliate has assets greater than $1,000,
such designation would be permitted under Section 4.04; and (3) if applicable,
the Incurrence of Indebtedness and the Investment referred to in clause (1) of
this proviso would be permitted under Section 4.03. Any such designation by the
Board of Directors shall be evidenced to the Trustee by promptly filing with the
Trustee a copy of the Board Resolution giving effect to such designation and an
Officers' Certificate certifying that such designation complied with the
foregoing provisions.

              "Unrestricted Subsidiary" means (1) any Subsidiary of the Company
that at the time of determination shall be designated an Unrestricted Subsidiary
by the Board of Directors in the manner provided below and (2) any Subsidiary of
an Unrestricted Subsidiary. The Board of Directors may designate any Restricted
Subsidiary (including any newly acquired or newly formed Subsidiary of the
Company) to be an Unrestricted Subsidiary unless such Subsidiary owns any
Capital Stock of, or owns or holds any Lien on any property of, the Company or
any Restricted Subsidiary; provided that (A) any Guarantee by the Company or any
Restricted Subsidiary of any Indebtedness of the Subsidiary being so designated
shall be deemed an "Incurrence" of such Indebtedness and an "Investment" by the
Company or such Restricted Subsidiary (or both, if applicable) at the time of
such designation; (B) either (x) the Subsidiary to be so designated has total
assets of $1,000 or less or (y) if such Subsidiary has assets greater than
$1,000, such designation would be permitted under Section 4.04; and (C) if
applicable, the Incurrence of Indebtedness and the Investment referred to in
clause (A) of this proviso would be permitted under Section 4.03. The Board of
Directors may designate any Unrestricted Subsidiary to be a Restricted
Subsidiary; provided that immediately after giving effect to such designation
(x) the Liens and Indebtedness of such Unrestricted Subsidiary outstanding
immediately after such designation would, if Incurred at such time, have been
permitted to be Incurred for all purposes of this Indenture and (y) no Default
or Event of Default shall have occurred and be continuing. Any such designation
by the Board of Directors shall be evidenced to the Trustee by promptly filing
with the Trustee a copy of the Board Resolution giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the foregoing provisions.


                                       24
<PAGE>   31

              "Voting Stock" means with respect to any person, Capital Stock of
any class or kind ordinarily having the power to vote for the election of
directors, managers or other voting members of the governing body of such
person.

              "Wholly Owned" means, with respect to any Subsidiary of any
person, the ownership of all of the outstanding Capital Stock of such Subsidiary
(other than any director's qualifying shares or Investments by foreign nationals
mandated by applicable law) by such person or one or more Wholly Owned
Subsidiaries of such person.

              SECTION 1.02. Incorporation by Reference of Trust Indenture
ActWhenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

              "indenture notes" means the Notes;

              "indenture note holder" means a Holder or a Noteholder;

              "indenture to be qualified" means this Indenture;

              "indenture trustee" or "institutional trustee" means the Trustee;
and

              "obligor" on the indenture securities means the Company or any
other obligor on the Notes.

              All other TIA terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by a rule of the
Commission and not otherwise defined herein have the meanings assigned to them
therein.

              SECTION 1.03. Rules of ConstructionUnless the context otherwise
requires:

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

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

              (3)    "or" is not exclusive;

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

              (5)    provisions apply to successive events and transactions;

              (6)    "herein," "hereof" and other words of similar import refer
       to this Indenture as a whole and not to any particular Article, Section
       or other subdivision;

              (7)    all ratios and computations based on GAAP contained in this
       Indenture shall be computed in accordance with the definition of GAAP set
       forth in Section 1.01; and


                                       25
<PAGE>   32

              (8)    all references to Sections or Articles refer to Sections or
       Articles of this Indenture unless otherwise indicated.

                                   ARTICLE TWO
                                    THE NOTES

              SECTION 2.01. Form and Dating. The Notes and the Trustee's
certificate of authentication shall be substantially in the form annexed hereto
as Exhibit A with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture. The Notes may
have notations, legends or endorsements required by law, stock exchange or
securities depository agreements to which the Company is subject or usage. The
Company shall approve the form of the Notes and any notation, legend or
endorsement on the Notes. Each Note shall be dated the date of its
authentication.

              The terms and provisions contained in the form of the Notes
annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a
part of this Indenture. To the extent applicable, the Company and the Trustee,
by their execution and delivery of this Indenture, expressly agree to such terms
and provisions and to be bound thereby.

              Notes offered and sold in reliance on Rule 144A shall be issued
initially in the form of one or more permanent global Notes in registered form,
substantially in the form set forth in Exhibit A (collectively, the "U.S. Global
Notes"), deposited with the Trustee, as custodian for the Depositary, duly
executed by the Company and authenticated by the Trustee as hereinafter
provided. The aggregate principal amount of the U.S. Global Notes may from time
to time be increased or decreased by adjustments made on the records of the
Trustee, as custodian for the Depositary or its nominee, as hereinafter
provided.

              Notes offered and sold in offshore transactions in reliance on
Regulation S shall be issued initially in the form of one or more permanent
global Notes in registered form substantially in the form set forth in Exhibit A
(the "Offshore Global Notes") deposited with the Trustee, as custodian for the
Depositary, duly executed by the Company and authenticated by the Trustee as
hereinafter provided. The aggregate principal amount of the Offshore Global
Notes may from time to time be increased or decreased by adjustments made on the
records of the Trustee, as custodian for the Depositary or its nominee, as
hereinafter provided.

              Notes transferred to Institutional Accredited Investors pursuant
to Section 2.08(a) shall be issued in the form of permanent certificated Notes
in registered form in substantially the form set forth in Exhibit A (the "U.S.
Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for
interests in the Offshore Global Note shall be in the form of permanent
certificated Notes in registered form substantially in the form set forth in
Exhibit A (the "Offshore Physical Notes").

              The Offshore Physical Notes and U.S. Physical Notes are sometimes
collectively herein referred to as the "Physical Notes". The U.S. Global Notes
and the Offshore Global Notes are sometimes collectively referred to herein as
the "Global Notes".

              The definitive Notes shall be typed, printed, lithographed or
engraved or produced by any combination of these methods or may be produced in
any other manner permitted by the


                                       26
<PAGE>   33

rules of any securities exchange on which the Notes may be listed, all as
determined by the Officers executing such Notes, as evidenced by their execution
of such Notes.

              SECTION 2.02. Restrictive Legends. Unless and until a Note is
exchanged for an Exchange Note or sold in connection with an effective
Registration Statement pursuant to the Registration Rights Agreement, (i) each
U.S. Global Note and each U.S. Physical Note shall bear the legend, set forth
below on the face thereof and (ii) each Offshore Physical Note and each Offshore
Global Note shall bear the legend set forth below on the face thereof until at
least the 41st day after the Closing Date and receipt by the Company and the
Trustee of a certificate substantially in the form of Exhibit B hereto:

       THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933,
       AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND,
       ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
       WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
       PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION
       HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED
       INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT),
       OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE
       501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN
       "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND
       IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
       REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT,
       WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(k) UNDER THE SECURITIES
       ACT AS IN EFFECT ON THE DATE OF SUCH TRANSFER, RESELL OR OTHERWISE
       TRANSFER THIS NOTE EXCEPT (A) TO NEXTEL INTERNATIONAL, INC. OR ANY OF ITS
       SUBSIDIARIES, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH
       RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN
       INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES
       TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
       AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE
       FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH
       TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES OF LESS
       THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO NEXTEL INTERNATIONAL,
       INC. THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (D) TO
       A PERSON OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
       COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (E) PURSUANT TO
       THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
       ACT (IF AVAILABLE) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
       UNDER THE SECURITIES ACT, AND (3) AGREES THAT IT WILL DELIVER TO EACH
       PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
       EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE
       WITHIN


                                       27
<PAGE>   34

       THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE
       BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH
       TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. IF THE PROPOSED
       TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER MUST,
       PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND NEXTEL INTERNATIONAL
       INC. SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER
       OF THEM MAY REASONABLY REQUIRE 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. AS USED HEREIN, THE
       TERMS "OFFSHORE TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE THE
       MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE
       INDENTURE CONTAINS PROVISIONS REQUIRING THE TRUSTEE TO REFUSE TO REGISTER
       ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS.

              Each Global Note, whether or not an Exchange Note, shall also bear
the following legend on the face thereof:

       UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
       THE DEPOSITORY TRUST COMPANY, TO NEXTEL INTERNATIONAL, INC. OR ITS AGENT
       FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
       ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS
       IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
       COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR
       SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
       DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR
       TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
       THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
       FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
       REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

       TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
       NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH
       SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL
       BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
       FORTH IN SECTION 2.08 OF THE INDENTURE.

              SECTION 2.03. Execution, Authentication and Denominations. The
Notes shall be executed by an Officer of the Company. The signature of any
Officer on the Notes may be by facsimile or manual signature in the name and on
behalf of the Company.


                                       28
<PAGE>   35

              If the Officer whose signature is on a Note no longer holds that
office at the time the Trustee or authenticating agent authenticates the Note,
the Note shall be valid nevertheless.

              A Note shall not be valid until the Trustee or authenticating
agent manually signs the certificate of authentication on the Note. The
signature shall be conclusive evidence that the Note has been authenticated
under this Indenture.

              At any time and from time to time after the execution of this
Indenture, the Trustee or an authenticating agent shall upon receipt of a
Company Order authenticate for original issue Notes in the aggregate principal
amount specified in such Company Order; provided that the Trustee shall be
entitled to receive an Officers' Certificate and an Opinion of Counsel of the
Company in connection with such authentication of Notes. Such Company Order
shall specify the amount of Notes to be authenticated and the date on which the
original issue of Notes is to be authenticated and in case of an issuance of
Notes pursuant to Section 2.15, shall certify that such issuance is in
compliance with Article Four.

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

              The Notes shall be issuable only in registered form without
coupons and only in denominations of $1,000 in principal amount and any integral
multiple of $1,000 in excess thereof.

              SECTION 2.04. Registrar and Paying Agent. The Company shall
maintain an office or agency where Notes may be presented for registration of
transfer or for exchange (the "Registrar"), an office or agency where Notes may
be presented for payment (the "Paying Agent") and an office or agency where
notices and demands to or upon the Company in respect of the Notes and this
Indenture may be served, which shall be in the Borough of Manhattan, The City of
New York. The Company shall cause the Registrar to keep a register of the Notes
and of their transfer and exchange (the "Note Register"). The Company may have
one or more co-Registrars and one or more additional Paying Agents.

              The Company shall enter into an appropriate agency agreement with
any Agent not a party to this Indenture. The agreement shall implement the
provisions of this Indenture that relate to such Agent. The Company shall give
prompt written notice to the Trustee of the name and address of any such Agent
and any change in the address of such Agent. If the Company fails to maintain a
Registrar, Paying Agent and/or agent for service of notices and demands, the
Trustee shall act as such Registrar, Paying Agent and/or agent for service of
notices and demands. The Company may remove any Agent upon written notice to
such Agent and the Trustee; provided that no such removal shall become effective
until (i) the acceptance of an appointment by a successor Agent to such Agent as
evidenced by an appropriate agency agreement entered into by the Company and
such successor Agent and delivered to the Trustee or (ii) notification to the
Trustee that the Trustee shall serve as such Agent until the appointment of a
successor Agent in accordance with clause (i) of this proviso. The Company, any
Subsidiary


                                       29
<PAGE>   36

of the Company, or any Affiliate of any of them may act as Paying Agent,
Registrar or co-Registrar, and/or agent for service of notice and demands.

              The Company initially appoints the Trustee as Registrar, Paying
Agent, authenticating agent and agent for service of notice and demands. If, at
any time, the Trustee is not the Registrar, the Registrar shall make available
to the Trustee on or before each Interest Payment Date and at such other times
as the Trustee may reasonably request, the names and addresses of the Holders as
they appear in the Note Register.

              SECTION 2.05. Paying Agent to Hold Money in Trust. Not later than
each due date of the principal, premium, if any, and interest on any Notes, the
Company shall deposit with the Paying Agent money in immediately available funds
sufficient to pay such principal, premium, if any, and interest so becoming due.
The Company shall require each Paying Agent other than the Trustee to agree in
writing that such Paying Agent shall hold in trust for the benefit of the
Holders or the Trustee all money held by the Paying Agent for the payment of
principal of, premium, if any, and interest on the Notes (whether such money has
been paid to it by the Company or any other obligor on the Notes), and such
Paying Agent shall promptly notify the Trustee of any default by the Company (or
any other obligor on the Notes) in making any such payment. The Company at any
time may require a Paying Agent to pay all money held by it to the Trustee and
account for any funds disbursed, and the Trustee may at any time during the
continuance of any payment default, upon written request to a Paying Agent,
require such Paying Agent to pay all money held by it to the Trustee and to
account for any funds disbursed. Upon doing so, the Paying Agent shall have no
further liability for the money so paid over to the Trustee. If the Company or
any Subsidiary of the Company or any Affiliate of any of them acts as Paying
Agent, it will, on or before each due date of any principal of, premium, if any,
or interest on the Notes, segregate and hold in a separate trust fund for the
benefit of the Holders a sum of money sufficient to pay such principal, premium,
if any, or interest so becoming due until such sum of money shall be paid to
such Holders or otherwise disposed of as provided in this Indenture, and will
promptly notify the Trustee of its action or failure to act.

              SECTION 2.06. Transfer and Exchange. The Notes are issuable only
in registered form. A Holder may transfer a Note only by written application to
the Registrar stating the name of the proposed transferee and otherwise
complying with the terms of this Indenture. No such transfer shall be effected
until, and such transferee shall succeed to the rights of a Holder only upon,
final acceptance and registration of the transfer by the Registrar in the Note
Register. Prior to the registration of any transfer by a Holder as provided
herein, the Company, the Trustee, and any agent of the Company shall treat the
person in whose name the Note is registered as the owner thereof for all
purposes whether or not the Note shall be overdue, and neither the Company, the
Trustee, nor any such agent shall be affected by notice to the contrary.
Furthermore, any Holder of a Global Note shall, by acceptance of such Global
Note, agree that transfers of beneficial interests in such Global Note may be
effected only through a book entry system maintained by the Holder of such
Global Note (or its agent) and that ownership of a beneficial interest in the
Note shall be required to be reflected in a book entry. When Notes are presented
to the Registrar or a co-Registrar with a request to register the transfer or to
exchange them for an equal principal amount of Notes of other authorized
denominations (including an exchange of Notes for Exchange Notes), the Registrar
shall register the transfer or make the exchange as requested if its
requirements for such transactions are met; provided that


                                       30
<PAGE>   37

no exchanges of Notes for Exchange Notes shall occur until a Registration
Statement shall have been declared effective by the Commission and that any
Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee.
To permit registrations of transfers and exchanges, the Company shall execute
and the Trustee shall authenticate Notes at the Registrar's request. No service
charge shall be made for any registration of transfer or exchange or redemption
of the Notes, but the Company may require payment of a sum sufficient to cover
any transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer taxes or other similar governmental charge payable
upon exchanges pursuant to Section 2.11, 3.08 or 9.04).

              The Registrar shall not be required (i) to issue, register the
transfer of or exchange any Note during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of
Notes selected for redemption under Section 3.03 and ending at the close of
business on the day of such mailing, or (ii) to register the transfer of or
exchange any Note so selected for redemption in whole or in part, except the
unredeemed portion of any Note being redeemed in part.

              SECTION 2.07. Book-Entry Provisions for Global Notes. (a) The U.S.
Global Note and Offshore Global Note initially shall (i) be registered in the
name of the Depositary for such Global Notes or the nominee of such Depositary,
(ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear
legends as set forth in Section 2.02.

              Members of, or participants in, the Depositary ("Agent Members")
shall have no rights under this Indenture with respect to any Global Note held
on their behalf by the Depositary, or the Trustee as its custodian, or under the
Global Note, 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
Note 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 governing the
exercise of the rights of a holder of any Note.

              (b)    Transfers of a Global Note shall be limited to transfers of
such Global Note in whole, but not in part, to the Depositary, its successors or
their respective nominees. Interests of beneficial owners in a Global Note may
be transferred in accordance with the rules and procedures of the Depositary and
the provisions of In addition, U.S. Physical Notes and Offshore Physical Notes
shall be transferred to all beneficial owners in exchange for their beneficial
interests in the U.S. Global Note or the Offshore Global Note, respectively, if
(i) the Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for the U.S. Global Note or the Offshore Global Note, as
the case may be, and a successor depositary is not appointed by the Company
within 90 days of such notice, (ii) an Event of Default has occurred and is
continuing and the Registrar has received a request therefor from the Depositary
or (iii) in accordance with the rules and procedures of the Depositary and the
provisions of Section 2.08.

              (c)    Any beneficial interest in one of the Global Notes that is
transferred to a person who takes delivery in the form of an interest in the
other Global Note will, upon transfer,


                                       31
<PAGE>   38

cease to be an interest in such Global Note and become an interest in the other
Global Note and, accordingly, will thereafter be subject to all transfer
restrictions, if any, and other procedures applicable to beneficial interests in
such other Global Note for as long as it remains such an interest.

              (d)    In connection with any transfer of a portion of the
beneficial interests in the U.S. Global Note or Offshore Global Note to
beneficial owners pursuant to paragraph (b) of this Section, the Registrar shall
reflect on its books and records the date and a decrease in the principal amount
of the U.S. Global Note or Offshore Global Note in an amount equal to the
principal amount of the beneficial interest in the U.S. Global Note or Offshore
Global Note to be transferred, and the Company shall execute, and the Trustee
shall authenticate and deliver, one or more U.S. Physical Notes or Offshore
Physical Notes, as the case may be, of like tenor and amount.

              (e)    In connection with the transfer of the entire U.S. Global
Note or Offshore Global Note to beneficial owners pursuant to paragraph (b) of
this Section, the U.S. Global Note or Offshore Global Note, as the case may be,
shall be deemed to be surrendered to the Trustee for cancellation, and the
Company shall execute, and the Trustee shall authenticate and deliver, to each
beneficial owner identified by the Depositary in exchange for its beneficial
interest in the U.S. Global Note or Offshore Global Note, as the case may be, an
equal aggregate principal amount of U.S. Physical Notes or Offshore Physical
Notes, as the case may be, of authorized denominations.

              (f)    Any U.S. Physical Note delivered in exchange for an
interest in the U.S. Global Note pursuant to paragraph (b), (d) or (e) of this
Section shall, except as otherwise provided by paragraph (e) of Section 2.08,
bear the legend regarding transfer restrictions applicable to the U.S. Physical
Note set forth in Section 2.02.

              (g)    Any Offshore Physical Note delivered in exchange for an
interest in the Offshore Global Note pursuant to paragraph (b), (d) or (e) of
this Section shall, except as otherwise provided by paragraph (e) of Section
2.08, bear the legend regarding transfer restrictions applicable to the Offshore
Physical Note set forth in Section 2.02.

              (h)    The registered holder of a Global Note 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 Notes.

              SECTION 2.08. Special Transfer Provisions. Unless and until a Note
is exchanged for an Exchange Note or sold in connection with an effective
Registration Statement pursuant to the Registration Rights Agreement, the
following provisions shall apply:

              (a)    Transfers to Non-QIB Institutional Accredited Investors.
       The following provisions shall apply with respect to the registration of
       any proposed transfer of a Note to any Institutional Accredited Investor
       which is not a QIB (excluding Non-U.S. Persons):


                                       32
<PAGE>   39

                     (1) The Registrar shall register the transfer of any Note,
              whether or not such Note bears the Private Placement Legend, if
              (x) the requested transfer is after the time period referred to in
              Rule 144(k) under the Securities Act or (y) the proposed
              transferee has delivered to the Registrar (A) a certificate
              substantially in the form of Exhibit C hereto and (B) if the
              aggregate principal amount of the Notes at the time of transfer is
              less than $250,000, an opinion of counsel acceptable to the
              Company that such transfer is in compliance with the Securities
              Act.

                     (2) If the proposed transferor is an Agent Member holding a
              beneficial interest in the U.S. Global Note, upon receipt by the
              Registrar of (x) the documents, if any, required by paragraph (i)
              and (y) instructions given in accordance with the Depositary's and
              the Registrar's procedures, the Registrar shall reflect on its
              books and records the date and a decrease in the principal amount
              of the U.S. Global Note in an amount equal to the principal amount
              of the beneficial interest in the U.S. Global Note to be
              transferred, and the Company shall execute, and the Trustee shall
              authenticate and deliver, one or more U.S. Physical Certificates
              of like tenor and amount.

              (b)    Transfers to QIBs. The following provisions shall apply
       with respect to the registration of any proposed transfer of a U.S.
       Physical Note, an interest in the U.S. Global Note or an interest in an
       Offshore Global Note prior to the removal of the Private Placement Legend
       to a QIB (excluding Non-U.S. Persons):

                     (1) If the Note to be transferred consists of (x) either
              (A) an interest in an Offshore Global Note prior to the removal of
              the Private Placement Legend or (B) U.S. Physical Notes, the
              Registrar shall register the transfer if such transfer is being
              made by a proposed transferor who has checked the box provided for
              on the form of Note stating, or has otherwise advised the Company
              and the Registrar in writing, that the sale has been made in
              compliance with the provisions of Rule 144A to a transferee who
              has signed the certification provided for on the form of Note
              stating, or has otherwise advised the Company and the Registrar in
              writing, that it is purchasing the Note 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 QIB within the
              meaning of Rule 144A, and is aware that the sale to it is being
              made in reliance on Rule 144A and acknowledges that it has
              received such information regarding the Company as it 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 its foregoing representations in order to claim the
              exemption from registration provided by Rule 144A or (y) an
              interest in the U.S. Global Note, the transfer of such interest
              may be effected only through the book entry system maintained by
              the Depositary.

                     (2) If the proposed transferee is an Agent Member, and the
              Note to be transferred consists of U.S. Physical Notes, upon
              receipt by the Registrar of the documents referred to in paragraph
              (1) and instructions given in accordance with the Depositary's and
              the Registrar's procedures, the Registrar shall reflect on its


                                       33
<PAGE>   40

              books and records the date and an increase in the principal amount
              of the U.S. Global Note in an amount equal to the principal amount
              of the U.S. Physical Notes, to be transferred, and the Trustee
              shall cancel the U.S. Physical Note so transferred.

              (c)    Transfers of Interests in the Offshore Global Note or
       Offshore Physical Notes. The following provisions shall apply with
       respect to registration of any proposed transfer of interests in the
       Offshore Global Note or Offshore Physical Notes:

                     (1) prior to the removal of the Private Placement Legend
              from a Offshore Global Note or Offshore Physical Note pursuant to
              Section 2.02, the Registrar shall refuse to register such transfer
              unless such transfer complies with Section 2.08(b) or Section
              2.08(d), as the case may be; and

                     (2) after such removal, the Registrar shall register the
              transfer of any such Note without requiring any additional
              certification.

              (d)    Transfers to Non-U.S. Persons at Any Time. The following
       provisions shall apply with respect to any transfer of a Note to a
       Non-U.S. Person:

                     (1) The Registrar shall register any proposed transfer to
              any Non-U.S. Person if the Note to be transferred is a U.S.
              Physical Note or an interest in the U.S. Global Note, upon receipt
              of a certificate substantially in the form of Exhibit D from the
              proposed transferor.

                     (2) (a) If the proposed transferor is an Agent Member
              holding a beneficial interest in the U.S. Global Note, upon
              receipt by the Registrar of (x) the documents, if any, required by
              paragraph (1) and (y) instructions in accordance with the
              Depositary's and the Registrar's procedures, the Registrar shall
              reflect on its books and records the date and a decrease in the
              principal amount of the U.S. Global Note in an amount equal to the
              principal amount of the beneficial interest in the U.S. Global
              Note to be transferred, and (b) if the proposed transferee is an
              Agent Member, upon receipt by the Registrar of instructions given
              in accordance with the Depositary's and the Registrar's
              procedures, the Registrar shall reflect on its books and records
              the date and an increase in the principal amount of the Offshore
              Global Note in an amount equal to the principal amount of the U.S.
              Physical Notes or the U.S. Global Note, as the case may be, to be
              transferred, and the Trustee shall cancel the Physical Note, if
              any, so transferred or decrease the amount of the U.S. Global
              Note.

              (e)    Private Placement Legend. Upon the transfer, exchange or
       replacement of Notes not bearing the Private Placement Legend, the
       Registrar shall deliver Notes that do not bear the Private Placement
       Legend. Upon the transfer, exchange or replacement of Notes bearing the
       Private Placement Legend, the Registrar shall deliver only Notes that
       bear the Private Placement Legend unless either (i) the circumstances
       contemplated by paragraphs (a)(1)(x) or (c)(2) of this Section 2.08 exist
       or (ii) there is delivered to the Registrar an Opinion of Counsel
       reasonably satisfactory to the Company and the Trustee


                                       34
<PAGE>   41

       to the effect that neither such legend nor the related restrictions on
       transfer are required in order to maintain compliance with the provisions
       of the Securities Act.

              (f)    General. By its acceptance of any Note bearing the Private
       Placement Legend, each Holder of such a Note acknowledges the
       restrictions on transfer of such Note set forth in this Indenture and in
       the Private Placement Legend and agrees that it will transfer such Note
       only as provided in this Indenture. The Registrar shall not register a
       transfer of any Note unless such transfer complies with the restrictions
       on transfer of such Note set forth in this Indenture. In connection with
       any transfer of Notes, each Holder agrees by its acceptance of the Notes
       to furnish the Registrar or the Company such certifications, legal
       opinions or other information as either of them may reasonably require to
       confirm that such transfer is being made pursuant to an exemption from,
       or a transaction not subject to, the registration requirements of the
       Securities Act; provided that the Registrar shall not be required to
       determine (but may rely on a determination made by the Company with
       respect to) the sufficiency of any such certifications, legal opinions or
       other information.

              The Registrar shall retain copies of all letters, notices and
other written communications received pursuant to Section 2.07 or this Section
2.08. The Company shall have the right to inspect and make copies of all such
letters, notices or other written communications at any reasonable time upon the
giving of reasonable written notice to the Registrar.

              SECTION 2.09. Replacement Notes. If a mutilated Note is
surrendered to the Trustee or if the Holder claims that the Note has been lost,
destroyed or wrongfully taken, the Company shall issue and the Trustee shall
authenticate a replacement Note of like tenor and amount and bearing a number
not contemporaneously outstanding; provided that the requirements of this
Section 2.09 are met. If required by the Trustee or the Company, an indemnity
bond must be furnished that is sufficient in the judgment of both the Trustee
and the Company to protect the Company, the Trustee or any Agent from any loss
that any of them may suffer if a Note is replaced. The Company may charge such
Holder for its expenses and the expenses of the Trustee in replacing a Note. In
case any such mutilated, lost, destroyed or wrongfully taken Note has become or
is about to become due and payable, the Company in its discretion may pay such
Note instead of issuing a new Note in replacement thereof.

              Every replacement Note is an additional obligation of the Company
and shall be entitled to the benefits of this Indenture.

              SECTION 2.10. Outstanding Notes. Notes outstanding at any time are
all Notes that have been authenticated by the Trustee except for those cancelled
by it, those delivered to it for cancellation and those described in this
Section 2.10 as not outstanding.

              If a Note is paid pursuant to Section 2.09, it ceases to be
outstanding. If a Note is replaced pursuant to Section 2.09, it ceases to be
outstanding unless and until the Trustee and the Company receive proof
satisfactory to them that the replaced Note is held by a bona fide purchaser.


                                       35
<PAGE>   42

              If the Paying Agent (other than the Company or an Affiliate of the
Company) holds on the maturity date money sufficient to pay Notes payable on
that date, then on and after that date such Notes cease to be outstanding and
interest on them shall cease to accrue.

              A Note does not cease to be outstanding because the Company or one
of its Affiliates holds such Note, provided, however, that, in determining
whether the Holders of the requisite principal amount of the outstanding Notes
have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, Notes owned by the Company or any other obligor upon the Notes
or any Affiliate of the Company or of such other obligor shall be disregarded
and deemed not to be outstanding, except that, in determining whether the
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Notes which a
Responsible Officer of the Trustee knows to be so owned shall be so disregarded.
Notes so owned which have been pledged in good faith may be regarded as
outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Notes and that the pledgee is not
the Company or any other obligor upon the Notes or any Affiliate of the Company
or of such other obligor.

              SECTION 2.11. Temporary Notes. Until definitive Notes are ready
for delivery, the Company may prepare and the Trustee shall authenticate
temporary Notes. Temporary Notes shall be substantially in the form of
definitive Notes but may have insertions, substitutions, omissions and other
variations determined to be appropriate by the Officers executing the temporary
Notes, as evidenced by their execution of such temporary Notes. If temporary
Notes are issued, the Company will cause definitive Notes to be prepared without
unreasonable delay. After the preparation of definitive Notes, the temporary
Notes shall be exchangeable for definitive Notes upon surrender of the temporary
Notes at the office or agency of the Company designated for such purpose
pursuant to Section 4.02, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Notes the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Notes of authorized denominations. Until so exchanged, the
temporary Notes shall be entitled to the same benefits under this Indenture as
definitive Notes.

              SECTION 2.12. Cancellation. The Company at any time may deliver to
the Trustee for cancellation any Notes previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee for cancellation any Notes previously authenticated
hereunder which the Company has not issued and sold. The Registrar and the
Paying Agent shall forward to the Trustee any Notes surrendered to them for
transfer, exchange or payment. The Trustee shall cancel all Notes surrendered
for transfer, exchange, payment or cancellation in accordance with its normal
procedure.

              SECTION 2.13. CUSIP Numbers. The Company in issuing the Notes may
use "CUSIP," "CINS" or "ISIN" numbers (if then generally in use), and the
Trustee shall use CUSIP, CINS or ISIN numbers, as the case may be, in notices of
redemption or exchange as a convenience to Holders; provided that any such
notice shall state that no representation is made as to the correctness of such
numbers either as printed on the Notes or as contained in any notice of
redemption or exchange and that reliance may be placed only on the other
identification


                                       36
<PAGE>   43

numbers printed on the Notes. The Company shall promptly notify the Trustee of
any change in any of such numbers.

              SECTION 2.14. Defaulted Interest. If the Company defaults in a
payment of interest on the Notes, it shall pay, or shall deposit with the Paying
Agent money in immediately available funds sufficient to pay the defaulted
interest, plus (to the extent lawful) any interest payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record date. A
special record date, as used in this Section 2.14 with respect to the payment of
any defaulted interest, shall mean the 15th day next preceding the date fixed by
the Company for the payment of defaulted interest, whether or not such day is a
Business Day. At least 15 days before the subsequent special record date, the
Company shall mail to each Holder and to the Trustee a notice that states the
subsequent special record date, the payment date and the amount of defaulted
interest to be paid.

              SECTION 2.15. Issuance of Additional Notes. The Company may,
subject to Article Four of this Indenture, issue additional Notes under this
Indenture. The Notes issued on the Closing Date and any additional Notes
subsequently issued shall be treated as a single class for all purposes under
this Indenture. In addition, the Company's 13% Senior Discount Notes due 2007,
the Company's 12?% Senior Discount Notes due 2008 and any other issue of
unsubordinated, unsecured notes shall vote together with the Notes as a single
class to the extent provided in the definition of "Required Consents."

                                 ARTICLE THREE
                                   REDEMPTION

              SECTION 3.01. Right of Redemption. (a) The Notes may be redeemed,
at the Company's option, in whole or in part, at any time or from time to time,
on or after August 1, 2005 and prior to maturity, upon not less than 30 nor more
than 60 days' prior notice mailed by first class mail to each Holder's last
address as it appears in the Note Register, at the following Redemption Prices
(expressed in percentages of principal amount), plus accrued and unpaid
interest, to the Redemption Date (subject to the right of Holders of record on
the relevant Regular Record Date that is on or prior to the Redemption Date to
receive interest due on an Interest Payment Date), if redeemed during the
12-month period commencing August 1 of the years set forth below:

<TABLE>
<CAPTION>
       Year                                  Redemption Price
       ----                                  ----------------
<S>                                             <C>
       2005                                      106.375%
       2006                                      104.250%
       2007                                      102.125%
       2008 and thereafter                       100.000%

</TABLE>

              (b)    In addition, at any time prior to August 1, 2003, the
Company may redeem up to 35% of the principal amount of the Notes with the Net
Cash Proceeds of one or more sales by the Company of its Capital Stock (other
than Redeemable Stock), at any time as a whole or from time to time in part, at
a Redemption Price of 112.750% of their principal amount, plus accrued and
unpaid interest, if any, to the Redemption Date (subject to the right of Holders
of record on the relevant Regular Record Date that is on or prior to the
Redemption Date to receive


                                       37
<PAGE>   44

interest due on an Interest Payment Date); provided that at least $422.5 million
aggregate principal amount of Notes remains outstanding after each such
redemption and notice of such redemption is mailed to Holders of the Notes
within 60 days after the consummation of such sale or sales.

              SECTION 3.02. Notices to Trustee. If the Company elects to redeem
Notes pursuant to Section 3.01(a) or 3.01(b), it shall notify the Trustee in
writing of the Redemption Date and the principal amount of Notes to be redeemed.

              The Company shall give each notice provided for in this Section
3.02 in an Officers' Certificate at least 45 days before the Redemption Date
(unless a shorter period shall be satisfactory to the Trustee).

              SECTION 3.03. Selection of Notes to Be Redeemed. If less than all
of the Notes are to be redeemed at any time, the Trustee shall select the Notes
to be redeemed in compliance with the requirements, as certified to it by the
Company, of the principal national securities exchange, if any, on which the
Notes are listed or, if the Notes are not listed on a national securities
exchange, by lot or by such other method as the Trustee in its sole discretion
shall deem fair and appropriate; provided that no Notes of $1,000 in principal
amount or less shall be redeemed in part.

              The Trustee shall make the selection from the Notes outstanding
and not previously called for redemption. Notes in denominations of $1,000 in
principal amount may only be redeemed in whole. The Trustee may select for
redemption portions (equal to $1,000 in principal amount or any integral
multiple thereof) of Notes that have denominations larger than $1,000 in
principal amount. Provisions of this Indenture that apply to Notes called for
redemption also apply to portions of Notes called for redemption. The Trustee
shall notify the Company and the Registrar promptly in writing of the Notes or
portions of Notes to be called for redemption.

              SECTION 3.04. Notice of Redemption. With respect to any redemption
of Notes pursuant to Section 3.01(a) or 3.01(b), at least 30 days but not more
than 60 days before a Redemption Date, the Company shall mail a notice of
redemption by first class mail to each Holder whose Notes are to be redeemed.

              The notice shall identify the Notes (including CUSIP, CINS or ISIN
number(s)) 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 Notes called for redemption must be surrendered to the
       Paying Agent in order to collect the Redemption Price;


                                       38
<PAGE>   45

              (5)    that, unless the Company defaults in making the redemption
       payment, interest on Notes called for redemption ceases to accrue on and
       after the Redemption Date and the only remaining right of the Holders is
       to receive payment of the Redemption Price plus accrued interest to the
       Redemption Date upon surrender of the Notes to the Paying Agent;

              (6)    that, if any Note is being redeemed in part, the portion of
       the principal amount (equal to $1,000 in principal amount or any integral
       multiple thereof) of such Note to be redeemed and that, on and after the
       Redemption Date, upon surrender of such Note, a new Note or Notes in
       principal amount equal to the unredeemed portion thereof will be
       reissued; and

              (7)    that, if any Note contains a CUSIP, CINS or ISIN number as
       provided in Section 2.13, no representation is being made as to the
       correctness of the CUSIP, CINS or ISIN number either as printed on the
       Notes or as contained in the notice of redemption and that reliance may
       be placed only on the other identification numbers printed on the Notes.

              At the Company's request (which request may be revoked by the
Company at any time prior to the time at which the Trustee shall have given such
notice to the Holders), made in writing to the Trustee at least 30 days (or such
shorter period as shall be satisfactory to the Trustee) before a Redemption
Date, the Trustee shall give the notice of redemption in the name and at the
expense of the Company. If, however, the Company gives such notice to the
Holders, the Company shall concurrently deliver to the Trustee an Officers'
Certificate stating that such notice has been given.

              SECTION 3.05. Effect of Notice of Redemption. Once notice of
redemption is mailed, Notes called for redemption become due and payable on the
Redemption Date and at the Redemption Price. Upon surrender of any Notes to the
Paying Agent, such Notes shall be paid at the Redemption Price, plus accrued
interest to the Redemption Date.

              Notice of redemption shall be deemed to be given when mailed,
whether or not the Holder receives the notice. In any event, failure to give
such notice, or any defect therein, shall not affect the validity of the
proceedings for the redemption of Notes held by Holders to whom such notice was
properly given.

              SECTION 3.06. Deposit of Redemption Price. On or prior to any
Redemption Date, the Company shall deposit with the Paying Agent (or, if the
Company is acting as its own Paying Agent, shall segregate and hold in trust as
provided in Section 2.05) money sufficient to pay the Redemption Price of and
accrued interest on all Notes to be redeemed on that date other than Notes or
portions thereof called for redemption on that date that have been delivered by
the Company to the Trustee for cancellation.

              SECTION 3.07. Payment of Notes Called for Redemption. If notice of
redemption has been given in the manner provided above, the Notes or portion of
Notes specified in such notice to be redeemed shall become due and payable on
the Redemption Date at the Redemption Price stated therein, together with
accrued interest to such Redemption Date, and on


                                       39
<PAGE>   46

and after such date (unless the Company shall default in the payment of such
Notes at the Redemption Price and accrued interest to the Redemption Date, in
which case the principal, until paid, shall bear interest from the Redemption
Date at the rate prescribed in the Notes), such Notes shall cease to accrue
interest. Upon surrender of any Note for redemption in accordance with a notice
of redemption, such Note shall be paid and redeemed by the Company at the
Redemption Price, together with accrued interest, if any, to the Redemption
Date; provided that installments of interest whose Stated Maturity is on or
prior to the Redemption Date shall be payable to the Holders registered as such
at the close of business on the relevant Regular Record Date.

              SECTION 3.08. Notes Redeemed in Part. Upon surrender of any Note
that is redeemed in part, the Company shall execute and the Trustee shall
authenticate and deliver to the Holder a new Note equal in principal amount to
the unredeemed portion of such surrendered Note.

                                  ARTICLE FOUR
                                    COVENANTS

              SECTION 4.01. Payment of Notes. The Company shall pay the
principal of, premium, if any, and interest on the Notes on the dates and in the
manner provided in the Notes and this Indenture. An installment of principal,
premium, if any, or interest shall be considered paid on the date due if the
Trustee or Paying Agent (other than the Company, a Subsidiary of the Company, or
any Affiliate of any of them) holds on that date money designated for and
sufficient to pay the installment. If the Company or any Subsidiary of the
Company or any Affiliate of any of them, acts as Paying Agent, an installment of
principal, premium, if any, or interest shall be considered paid on the due date
if the entity acting as Paying Agent complies with the last sentence of As
provided in Section 6.09, upon any bankruptcy or reorganization procedure
relative to the Company, the Trustee shall serve as the Paying Agent and
conversion agent, if any, for the Notes.

              The Company shall pay interest on overdue principal, premium, if
any, and interest on overdue installments of interest, to the extent lawful, at
the rate per annum specified in the Notes.

              SECTION 4.02. Maintenance of Office or Agency. The Company will
maintain in the Borough of Manhattan, The City of New York an office or agency
where Notes may be surrendered for registration of transfer or exchange or for
presentation for payment and where notices and demands to or upon the Company in
respect of the Notes and this Indenture may be served. The Company will give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the address of the Trustee set forth in Section 10.02.

              The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided
that no such designation or rescission shall


                                       40
<PAGE>   47

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

              The Company hereby initially designates the Corporate Trust Office
of the Trustee, located in the Borough of Manhattan, The City of New York, as
such office of the Company in accordance with Section 2.04.

              SECTION 4.03. Limitation on Indebtedness. (a) The Company will
not, and will not permit any Restricted Group Member to, Incur any Indebtedness
(other than the Notes and Indebtedness existing on the Closing Date); provided
that the Company and any Restricted Group Member may Incur Indebtedness, if,
after giving effect to the Incurrence of such Indebtedness and the receipt and
application of the proceeds therefrom, the Consolidated Leverage Ratio would be
less than 7 to 1.

              Notwithstanding the foregoing, the Company and any Restricted
Group Member (except as specified below) may Incur each and all of the
following:

              (1)    Indebtedness outstanding at any time in an aggregate
       principal amount not to exceed $300 million, less any amount of such
       Indebtedness permanently repaid as provided under Section 4.10;

              (2)    Indebtedness (A) to the Company evidenced by an
       unsubordinated promissory note or (B) to any Restricted Group Member;
       provided that any event which results in any such Restricted Group Member
       ceasing to be a Restricted Group Member or any subsequent transfer of
       such Indebtedness (other than to the Company or another Restricted Group
       Member) shall be deemed, in each case, to constitute an Incurrence of
       such Indebtedness not permitted by this clause (2);

              (3)    Indebtedness issued in exchange for, or the net proceeds of
       which are used to refinance or refund, then outstanding Indebtedness
       (other than Indebtedness Incurred under clause (1), (2), (4), (5) or (9)
       of this paragraph) or any refinancings thereof in an amount not to exceed
       the amount so refinanced or refunded (plus premiums, accrued interest,
       fees and expenses); provided that Indebtedness the proceeds of which are
       used to refinance or refund the Notes or Indebtedness that is pari passu
       with, or subordinated in right of payment to, the Notes shall only be
       permitted under this clause (3) if (a) in case the Notes are refinanced
       in part or the Indebtedness to be refinanced is pari passu with the
       Notes, such new Indebtedness, by its terms or by the terms of any
       agreement or instrument pursuant to which such new Indebtedness is
       outstanding, is expressly made pari passu with, or subordinate in right
       of payment to, the remaining Notes, (b) in case the Indebtedness to be
       refinanced is subordinated in right of payment to the Notes, such new
       Indebtedness, by its terms or by the terms of any agreement or instrument
       pursuant to which such new Indebtedness is issued or remains outstanding,
       is expressly made subordinate in right of payment to the Notes at least
       to the extent that the Indebtedness to be refinanced is subordinated to
       the Notes and (c) such new Indebtedness, determined as of the date of
       Incurrence of such new Indebtedness, does not mature prior to the Stated


                                       41
<PAGE>   48

       Maturity of the Indebtedness to be refinanced or refunded, and the
       Average Life of such new Indebtedness is at least equal to the remaining
       Average Life of the Indebtedness to be refinanced or refunded; provided
       further that in no event may Indebtedness of the Company be refinanced by
       means of any Indebtedness of a Restricted Group Member pursuant to this
       clause (3).

              (4)    Indebtedness (a) in respect of performance, surety or
       appeal bonds provided in the ordinary course of business, (b) under
       Currency Agreements and Interest Rate Agreements; provided that such
       agreements (x) are designed solely to protect the Company or its
       Restricted Group Members against fluctuations in foreign currency
       exchange rates or interest rates and (y) do not increase the Indebtedness
       of the obligor outstanding at any time other than as a result of
       fluctuations in foreign currency exchange rates or interest rates or by
       reason of fees, indemnities and compensation payable thereunder; and (c)
       arising from agreements providing for indemnification, adjustment of
       purchase price or similar obligations, or from Guarantees or letters of
       credit, surety bonds or performance bonds securing any obligations of the
       Company or any Restricted Group Member pursuant to such agreements, in
       any case Incurred in connection with the disposition of any business,
       assets or Restricted Group Member (other than Guarantees of Indebtedness
       Incurred by any Person acquiring all or any portion of such business,
       assets or Restricted Group Member for the purpose of financing such
       acquisition), in a principal amount not to exceed the gross proceeds
       actually received by the Company or any Restricted Group Member in
       connection with such disposition;

              (5)    Indebtedness of the Company, to the extent the net proceeds
       thereof are promptly (a) used to purchase Notes tendered in an Offer to
       Purchase made as a result of a Change in Control or (b) deposited to
       defease the Notes as set forth in Article Eight;

              (6)    Guarantees of the Notes and Guarantees of Indebtedness of
       the Company by any Restricted Group Member provided the Guarantee of such
       Indebtedness is permitted by and made in accordance with Section 4.07;

              (7)    Indebtedness Incurred to finance the cost (including the
       cost of design, development, construction, improvement, installation or
       integration and all import duties) of telecommunications network assets,
       equipment or inventory acquired by the Company or a Restricted Group
       Member after the Closing Date;

              (8)    Indebtedness of the Company not to exceed, at any one time
       outstanding, two times, or Indebtedness of a Restricted Group Member not
       to exceed at any one time outstanding, one times (x) the Net Cash
       Proceeds received by the Company after March 12, 1998 from contributions
       of capital or the issuance and sale of its Capital Stock (other than
       Redeemable Stock) to a Person that is not a Subsidiary of the Company or
       a Restricted Affiliate, to the extent such Net Cash Proceeds have not
       been used pursuant to clause (c)(y) of the first paragraph, or clause (9)
       of the second paragraph, of Section 4.04 to make a Restricted Payment
       plus (y) 80% of the fair market value of property other than cash
       received by the Company after March 12, 1998 from contributions of
       capital or the issuance and sale of its Capital Stock (other than
       Redeemable Stock) to a Person that is not a Subsidiary of the Company or
       a Restricted Affiliate; and


                                       42
<PAGE>   49

              (9)    Indebtedness of any Restricted Group Member arising from
       obligations to its shareholders; provided that the aggregate amount does
       not exceed $75 million at any time outstanding and such obligations are
       owed to all shareholders on a pro rata basis.

              Notwithstanding the foregoing, the securities transferred to the
Company as part of the Clearnet Transaction will be deemed received by the
Company after the March 12, 1998.

              (b)    Notwithstanding any other provision of this Section 4.03,
the maximum amount of Indebtedness that the Company or a Restricted Group Member
may Incur pursuant to this Section 4.03 shall not be deemed to be exceeded, with
respect to any outstanding Indebtedness due solely to the result of fluctuations
in the exchange rates of currencies.

              (c)    For purposes of determining any particular amount of
Indebtedness under this Section 4.03, (1) Guarantees of, Liens securing or
obligations with respect to letters of credit supporting Indebtedness otherwise
included in the determination of such particular amount shall not be included
and (2) any Liens granted pursuant to the equal and ratable provisions referred
to in Section 4.09 shall not be treated as Indebtedness. For purposes of
determining compliance with this Section 4.03, in the event that an item of
Indebtedness meets the criteria of more than one of the types of Indebtedness
described above, the Company, in its sole discretion, shall classify such item
of Indebtedness and only be required to include the amount and type of such
Indebtedness in one of such clauses and may reclassify the Indebtedness from
time to time.

              SECTION 4.04. Limitation on Restricted Payments. The Company will
not, and will not permit any Restricted Group Member to, directly or indirectly:

              (1)    declare or pay any dividend or make any distribution on or
       with respect to its Capital Stock (other than (x) dividends or
       distributions payable solely in shares of its Capital Stock (other than
       Redeemable Stock) or in options, warrants or other rights to acquire
       shares of such Capital Stock and (y) pro rata dividends or distributions
       on Capital Stock of Restricted Group Members held by Persons other than
       the Company or other Restricted Group Members, provided that the Company
       or any other Restricted Group Members holding shares of Capital Stock of
       such dividend or distribution paying Restricted Group Member shall
       receive such pro rata dividends or distributions as may be due to such
       other Restricted Group Members or the Company at or prior to the payment
       of such pro rata dividends or distributions to such other Persons) held
       by Persons other than the Company or any Restricted Group Member;

              (2)    purchase, redeem, retire or otherwise acquire for value any
       shares of Capital Stock of (a) the Company or an Unrestricted Subsidiary
       (including options, warrants or other rights to acquire such shares of
       Capital Stock) held by any Person or (b) a Restricted Group Member
       (including options, warrants or other rights to acquire such shares of
       Capital Stock) held by any Affiliate of the Company (other than a
       Restricted Group Member) or any holder (or any Affiliate of such holder)
       of 5% or more of the Capital Stock of the Company;

              (3)    make any voluntary or optional principal payment, or
       voluntary or optional redemption, repurchase, defeasance, or other
       acquisition or retirement for value,


                                       43
<PAGE>   50

       of Indebtedness of the Company that is subordinated in right of payment
       to the Notes (other than the purchase, repurchase or the acquisition of
       Indebtedness in anticipation of satisfying a sinking fund obligation,
       principal installment or final maturity, in any case due within one year
       of the date of acquisition); or

              (4)    make any Investment, other than a Permitted Investment, in
       any Person (such payments or any other actions described in clauses (1)
       through (4) being collectively, "Restricted Payments"),

if, at the time of, and after giving effect to, the proposed Restricted Payment:

       (a) Default or Event of Default shall have occurred and be continuing,
(b) except with respect to Investments, the Company could not Incur at least
$1.00 of Indebtedness under the first paragraph of Section 4.03 or (c) the
aggregate amount of all Restricted Payments (the amount, if other than in cash,
to be determined in good faith by the Board of Directors, whose determination
shall be conclusive and evidenced by a Board Resolution) made after the March
12, 1998 shall exceed the sum of (x) 50% of the aggregate amount of the Adjusted
Consolidated Net Income (or, if the Adjusted Consolidated Net Income is a loss,
minus 100% of the amount of such loss) (determined by excluding income resulting
from transfers of assets by the Company or a Restricted Group Member to an
Unrestricted Subsidiary or Unrestricted Affiliate) accrued on a cumulative basis
during the period (taken as one accounting period) beginning on the first day of
the fiscal quarter immediately following March 12, 1998 and ending on the last
day of the last fiscal quarter preceding the Transaction Date for which reports
have been filed pursuant to Section 4.17 plus (y) the aggregate Net Cash
Proceeds received by the Company after March 12, 1998 from the issuance and sale
permitted by this Indenture of its Capital Stock (other than Redeemable Stock)
to a Person who is not a Subsidiary or Restricted Affiliate of the Company
(except to the extent such Net Cash Proceeds are used to Incur Indebtedness
outstanding pursuant to clause (8) of the second paragraph of Section 4.03) or
from the issuance to a Person who is not a Subsidiary or Restricted Affiliate of
the Company of any options, warrants or other rights to acquire Capital Stock of
the Company (in each case, exclusive of any Redeemable Stock or any options,
warrants or other rights that are redeemable at the option of the holder, or are
required to be redeemed, prior to the Stated Maturity of the Notes) plus (z) an
amount equal to the net reduction in Investments (other than reductions in
Permitted Investments or reductions in Investments made pursuant to clause (9)
of the following paragraph) in any Person resulting from payments of interest on
Indebtedness, dividends, repayments of loans or advances, or other transfers of
assets, in each case to the Company or any Restricted Group Member or from the
Net Cash Proceeds from the sale of any such Investment (except, in each case, to
the extent any such payment or proceeds are included in Adjusted Consolidated
Net Income), or from redesignations of Unrestricted Subsidiaries as Restricted
Subsidiaries of the Company or a Restricted Affiliate or from redesignations of
Unrestricted Affiliates as Restricted Affiliates (valued in each case as
provided in the definition of "Investments"), not to exceed, in each case, the
amount of Investments previously made by the Company or any Restricted Group
Member in such Person, Unrestricted Subsidiary or Unrestricted Affiliate.

              The foregoing provision shall not be violated by reason of:


                                       44
<PAGE>   51

              (1)    the payment of any dividend within 60 days after the date
       of declaration thereof if, at said date of declaration, such payment
       would comply with the foregoing paragraph;

              (2)    the redemption, repurchase, defeasance or other acquisition
       or retirement for value of Indebtedness that is subordinated in right of
       payment to the Notes including premium, if any, and accrued and unpaid
       interest, with the proceeds of, or in exchange for, Indebtedness Incurred
       under clause (3) of the second paragraph of part (a) of Section 4.03;

              (3)    the repurchase, redemption or other acquisition of Capital
       Stock of the Company (or options, warrants or other rights to acquire
       such Capital Stock) in exchange for, or out of the proceeds of a
       substantially concurrent offering of, shares of Capital Stock (other than
       Redeemable Stock) of the Company;

              (4)    the making of any principal payment or the repurchase,
       redemption, retirement, defeasance or other acquisition for value of
       Indebtedness of the Company which is subordinated in right of payment to
       the Notes in exchange for, or out of the proceeds of, a substantially
       concurrent offering of, shares of the Capital Stock of the Company (other
       than Redeemable Stock);

              (5)    the declaration or payment of dividends on Capital Stock
       (other than Redeemable Stock) of the Company in an aggregate annual
       amount not to exceed 6% of the Net Cash Proceeds received by the Company
       after the Closing Date from the sale of such Capital Stock;

              (6)    payments or distributions, to dissenting stockholders
       pursuant to applicable law, pursuant to or in connection with a
       consolidation, merger or transfer of assets that complies with Article
       Five of this Indenture;

              (7)    Investments acquired as a capital contribution to the
       Company or in exchange for Capital Stock (other than Redeemable Stock) of
       the Company or Capital Stock of Nextel or any of its subsidiaries (other
       than the Company and its Subsidiaries);

              (8)    the repurchase, redemption or other acquisition for value
       of Capital Stock of the Company to the extent necessary to prevent the
       loss or secure the renewal or reinstatement of any license or franchise
       held by the Company or any of its Subsidiaries from any governmental
       agency;

              (9)    Investments in an aggregate amount not to exceed the
       greatest of (a) $100 million, (b) 2% of the Total Market Value of Equity
       of the Company as of such time or (c) the Net Cash Proceeds received by
       the Company after the Closing Date from the issuance and sale of its
       Capital Stock (other than Redeemable Stock) to a person who is not a
       Subsidiary or Restricted Affiliate of the Company (except to the extent
       such Net Cash Proceeds are used to Incur Indebtedness outstanding
       pursuant to clause (8) of Section 4.03 or to make a Restricted Payment
       under clause (c)(y) of the first paragraph of this Section 4.04), plus
       reductions in such Investments (except to the extent any such


                                       45
<PAGE>   52

       reduction is included in Adjusted Consolidated Net Income) not to exceed
       the amount of the Investments previously made;

              (10)   Investments in a Person which has ceased to be a Restricted
       Affiliate or ceases to observe any of the provisions of the covenants
       applicable to it as a result of an Involuntary Event; provided (x) such
       Investment is made with the proceeds of a substantially concurrent
       capital contribution to, or sale of Capital Stock (other than Redeemable
       Stock) of, the Company and (y) after such Investment such Involuntary
       Event shall no longer continue and such person shall be a Restricted
       Affiliate; or

              (11)   repurchases of warrants pursuant to a Repurchase Offer
       under the Warrant Agreement, dated as of March 6, 1997, between the
       Company and The Bank of New York;

provided that, except in the case of clauses (1) and (3), no Default or Event of
Default shall have occurred and be continuing or occur as a consequence of the
actions or payments set forth therein, other than with respect to clause (10), a
Default or Event of Default that will cease to exist substantially
contemporaneously with such Investment.

              Each Restricted Payment permitted pursuant to the preceding
paragraph (other than the Restricted Payment referred to in clause (2) thereof
and an exchange of Capital Stock for Capital Stock or Indebtedness referred to
in clause (3) or (4) thereof or Investments acquired as a capital contribution
or in exchange for Capital Stock referred to in clause (7) thereof), and the Net
Cash Proceeds from any issuance of Capital Stock referred to in clauses (3), (4)
and (9), shall be included in calculating whether the conditions of clause (c)
of the first paragraph of this Section 4.04 have been met with respect to any
subsequent Restricted Payments.

              SECTION 4.05. Limitation on Dividend and Other Payment
Restrictions Affecting Restricted Group Members. The Company will not, and will
not permit any Restricted Group Member to, create or otherwise cause or suffer
to exist or become effective any consensual encumbrance or restriction of any
kind on the ability of any Restricted Group Member to (a) pay dividends or make
any other distributions permitted by applicable law on any Capital Stock of such
Restricted Group Member owned by the Company or any other Restricted Group
Member, (b) pay any Indebtedness owed to the Company or any other Restricted
Group Member, (c) make loans or advances to the Company or any other Restricted
Group Member or (d) transfer any of its property or assets to the Company or any
other Restricted Group Member.

              The foregoing provisions shall not restrict any encumbrances or
restrictions:

              (1)    existing on the Closing Date in this Indenture or any other
       agreements in effect on the Closing Date, and any extensions,
       refinancings, renewals or replacements of such agreements; provided that
       the encumbrances and restrictions in any such extensions, refinancings,
       renewals or replacements are no less favorable in any material respect to
       the Holders than those encumbrances or restrictions that are then in
       effect and that are being extended, refinanced, renewed or replaced;

              (2)    existing under or by reason of applicable law;


                                       46
<PAGE>   53

              (3)    existing with respect to any Person or the property or
       assets of such Person acquired by the Company or any Restricted Group
       Member, existing at the time of such acquisition and not incurred in
       contemplation thereof, which encumbrances or restrictions are not
       applicable to any Person or the property or assets of any Person other
       than such Person or the property or assets of such Person so acquired;

              (4)    in the case of clause (d) of the first paragraph of this
       Section 4.05,

                     (A) that restrict in a customary manner the subletting,
              assignment or transfer of any property or asset that is a lease,
              license, conveyance or contract or similar property or asset,

                     (B) existing by virtue of any transfer of, agreement to
              transfer, option or right with respect to, or Lien on, any
              property or assets of the Company or any Restricted Group Member
              not otherwise prohibited by this Indenture or

                     (C) arising or agreed to in the ordinary course of
              business, not relating to any Indebtedness, and that do not,
              individually or in the aggregate, detract from the value of
              property or assets of the Company or any Restricted Group Member
              in any manner material to the Company or any Restricted Group
              Member;

              (5)    with respect to a Restricted Group Member and imposed
       pursuant to an agreement that has been entered into for the sale or
       disposition of all or substantially all of the Capital Stock of, or
       property and assets of, such Restricted Group Member;

              (6)    contained in the terms of any Indebtedness or any agreement
       pursuant to which such Indebtedness was issued if the encumbrance or
       restriction applies only in the event of a default with respect to a
       financial covenant contained in such Indebtedness or agreement, is not
       materially more disadvantageous to the Holders of the Notes than is
       customary in comparable financings (as determined by the Company) and the
       Company determines that any such encumbrance or restriction will not
       materially affect the Company's ability to make principal or interest
       payments on the Notes;

              (7)    contained in any stockholders or similar agreement, so long
       as such encumbrance or restriction is not materially more disadvantageous
       to the Holders of the Notes than the encumbrances and restrictions
       contained in comparable agreements entered into in the past by the
       Company or a Restricted Group Member; or

              (8)    contained in any agreement entered into after the Closing
       Date, so long as such encumbrance or restriction is not materially more
       disadvantageous to the Holders of the Notes than the encumbrances and
       restrictions set forth in any Credit Facility existing on the Closing
       Date.

Nothing contained in this Section 4.05 shall prevent the Company or any
Restricted Group Member from (1) creating, incurring, assuming or suffering to
exist any Liens otherwise permitted in Section 4.09 or (2) restricting the sale
or other disposition of property or assets of the Company or any Restricted
Group Member that secure Indebtedness of the Company or any Restricted Group
Member.


                                       47
<PAGE>   54

              SECTION 4.06. Limitation on the Issuance and Sale of Capital Stock
of Restricted Group Members. The Company will not sell, and will not permit any
Restricted Group Member, directly or indirectly, to issue or sell, any shares of
Capital Stock of a Restricted Group Member (including options, warrants or other
rights to purchase shares of such Capital Stock) except:

              (1)    to the Company or a Wholly Owned Restricted Subsidiary of
       the Company;

              (2)    issuances of director's qualifying shares or sales to
       foreign nationals of shares of Capital Stock of a foreign Restricted
       Group Member, to the extent required by applicable law;

              (3)    if, immediately after giving effect to such issuance or
       sale, such Restricted Group Member would no longer constitute a
       Restricted Group Member, provided any Investment in such Person remaining
       after giving effect to such issuance or sale would have been permitted to
       be made under Section 4.04, if made on the date of such issuance or sale;
       and

              (4)    issuances or sales of Common Stock (including options,
       warrants or other rights to purchase Common Stock) of a Restricted Group
       Member, provided the Net Cash Proceeds, if any, of such sale are applied
       in accordance with Section 4.10 or such sales are excluded from the
       definition of "Asset Sale."

              SECTION 4.07. Limitation on Issuances of Guarantees by Restricted
Group Members. The Company will not permit any Restricted Group Member, directly
or indirectly, to Guarantee any Indebtedness of the Company which is pari passu
with or subordinate in right of payment to the Notes ("Guaranteed
Indebtedness"), unless:

              (1)    such Restricted Group Member simultaneously executes and
       delivers a supplemental indenture to this Indenture providing for a
       Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such
       Restricted Group Member; and

              (2)    such Restricted Group Member waives and will not in any
       manner whatsoever claim or take the benefit or advantage of, any rights
       of reimbursement, indemnity or subrogation or any other rights against
       the Company or any other Restricted Group Member as a result of any
       payment by such Restricted Group Member under its Subsidiary Guarantee;

provided that this paragraph shall not be applicable to (x) any Guarantee of any
Restricted Group Member that existed at the time such Person became a Restricted
Group Member and was not Incurred in connection with, or in contemplation of,
such Person becoming a Restricted Group Member or (y) any Guarantee of any
Restricted Group Member of Indebtedness Incurred (I) under a revolving credit,
vendor financing, working capital facility or Credit Facility pursuant to clause
(1) of the second paragraph of Section 4.03 or (II) pursuant to clause (7) of
the second paragraph of Section 4.03. If the Guaranteed Indebtedness is (A) pari
passu with the Notes, then the Guarantee of such Guaranteed Indebtedness shall
be pari passu with, or subordinated to, the Subsidiary Guarantee or (B)
subordinated to the Notes, then the Guarantee of such Guaranteed


                                       48
<PAGE>   55

Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the
extent that the Guaranteed Indebtedness is subordinated to the Notes.


              Notwithstanding the foregoing, any Subsidiary Guarantee by a
Restricted Group Member may provide by its terms that it shall be automatically
and unconditionally released and discharged upon (1) any sale, exchange or
transfer, to any Person not an Affiliate of the Company, of all of the Company's
and each Restricted Group Member's Capital Stock in, or all or substantially all
the assets of, such Restricted Group Member (which sale, exchange or transfer is
not prohibited by this Indenture) or (2) the release or discharge of the
Guarantee which resulted in the creation of such Subsidiary Guarantee, except a
discharge or release by or as a result of payment under such Guarantee.

              SECTION 4.08. Limitation on Transactions with Shareholders and
Affiliates. The Company will not, and will not permit any Restricted Group
Member to, directly or indirectly, enter into, renew or extend any transaction
(including, without limitation, the purchase, sale, lease or exchange of
property or assets, or the rendering of any service) with any holder (or any
Person known by the Company to be an Affiliate of such holder) of 5% or more of
any class of Capital Stock of the Company or with any Affiliate of the Company
or any Restricted Group Member, except upon fair and reasonable terms no less
favorable to the Company or such Restricted Group Member than could be obtained,
at the time of such transaction or, if such transaction is pursuant to a written
agreement, at the time of the execution of the agreement providing therefor, in
a comparable arm's-length transaction with a Person that is not such a holder or
an Affiliate.

              The foregoing limitation does not limit, and shall not apply to:

              (1)    transactions (a) approved by a majority of the
       disinterested members of the Board of Directors of the Company or (b) for
       which the Company or a Restricted Group Member delivers to the Trustee a
       written opinion of a nationally recognized investment banking firm
       stating that the transaction is fair to the Company or such Restricted
       Group Member from a financial point of view;

              (2)    any transaction solely between the Company and any of its
       Wholly Owned Restricted Subsidiaries or solely between Wholly Owned
       Restricted Subsidiaries of the Company;

              (3)    the payment of reasonable and customary regular fees to
       directors of the Company who are not employees of the Company;

              (4)    any payments or other transactions pursuant to any
       tax-sharing agreement between the Company and any other Person with which
       the Company files a consolidated tax return or with which the Company is
       part of a consolidated group for tax purposes;

              (5)    any Restricted Payments not prohibited by Section 4.04;

              (6)    any payments or other transactions pursuant to the Overhead
       Services Agreement as in effect on the Closing Date;


                                       49
<PAGE>   56


              (7)    any transaction between the Company or any Restricted Group
       Member and Nextel; provided that such transaction is on an arm's-length
       basis and in the ordinary course of business; or

              (8)    any transaction or series of related transactions involving
       consideration or payments of less than $10 million.

Notwithstanding the foregoing, any transaction covered by the first paragraph of
this Section 4.08 and not covered by clauses (2) through (8) of this paragraph,
the aggregate amount of which exceeds $10 million in value, must be approved or
determined to be fair in the manner provided for in clause (1)(a) or (b) above.

              SECTION 4.09. Limitation on Liens. The Company will not, and will
not permit any Restricted Group Member to, create, incur, assume or suffer to
exist any Lien on any of its assets or properties of any character, or any
shares of Capital Stock or Indebtedness of any Restricted Group Member, without
making effective provision for all of the Notes and all other amounts due under
this Indenture to be directly secured equally and ratably with (or, if the
obligation or liability to be secured by such Lien is subordinated in right of
payment to the Notes, prior to) the obligation or liability secured by such
Lien.

              The foregoing limitation does not apply to:

              (1)    Liens existing on the Closing Date;

              (2)    Liens granted after the Closing Date on any assets or
       Capital Stock of the Company or its Restricted Group Members created in
       favor or for the benefit of the Holders;

              (3)    Liens with respect to the assets of a Restricted Group
       Member granted by such Restricted Group Member to the Company or another
       Restricted Group Member to secure Indebtedness owing to the Company or
       such other Restricted Group Member;

              (4)    Liens securing Indebtedness which is Incurred to refinance
       secured Indebtedness which is permitted to be Incurred under clause (3)
       of the second paragraph of Section 4.03; provided that such Liens do not
       extend to or cover any property or assets of the Company or any
       Restricted Group Member other than the property or assets securing the
       Indebtedness being refinanced;

              (5)    Liens securing Indebtedness Incurred under clause (1) or
       clause (7) of the second paragraph of Section 4.03; or

              (6)    Permitted Liens.

              SECTION 4.10. Limitation on Asset Sales. The Company will not, and
will not permit any Restricted Group Member to, consummate any Asset Sale,
unless: (1) the consideration received by the Company or such Restricted Group
Member is at least equal to the fair market value of the assets sold or disposed
of and (2) at least 75% of the consideration received consists of (x) cash or
Temporary Cash Investments or (y) the assumption of


                                       50
<PAGE>   57

Indebtedness of the Company or any Restricted Group Member relating to such
assets, provided that the Company or such Restricted Group Member is irrevocably
released and discharged from such Indebtedness, or any combination of the types
of consideration described in (x) and (y).

              In the event and to the extent that the Net Cash Proceeds received
by the Company or any Restricted Group Member from one or more Asset Sales
occurring on or after the Closing Date in any period of 12 consecutive months
exceed $25 million, then the Company shall or shall cause the relevant
Restricted Group Member to:

              (a) within twelve months after the date Net Cash Proceeds so
       received exceed $25 million (x) apply an amount equal to such excess Net
       Cash Proceeds to permanently repay unsubordinated Indebtedness of the
       Company or any Restricted Group Member, in each case owing to a person
       other than the Company or any Restricted Group Member, provided that in
       the event Indebtedness of a Restricted Group Member is repaid, only the
       Company's pro rata portion (determined as provided in the definition of
       "Indebtedness") of such repaid Indebtedness shall be deemed to have been
       repaid in accordance with this clause (x), or (y) invest an equal amount,
       or the amount not so applied pursuant to clause (x) (or enter into a
       definitive agreement committing to so invest within twelve months after
       the date of such agreement), in property or assets (other than current
       assets) of a nature or type or that are used in a business (or in a
       company having property and assets of a nature or type, or engaged in a
       business) similar or related to the nature or type of the property and
       assets of, or the business of, the Company and its Restricted Group
       Members existing on the date of such investment: and

              (b) apply (no later than the end of the twelve-month period
       referred to in clause (a)) such excess Net Cash Proceeds (to the extent
       not applied pursuant to clause (a)) as provided in the last paragraph of
       this Section 4.10. The amount of such excess Net Cash Proceeds required
       to be applied (or to be committed to be applied) during such twelve-month
       period as set forth in clause (a) of the preceding sentence and not
       applied as so required by the end of such period shall constitute "Excess
       Proceeds."

              Notwithstanding the foregoing, to the extent that any or all of
the Net Cash Proceeds of any Asset Sale of assets based outside the United
States are prohibited or delayed by applicable local law from being repatriated
to the United States and such Net Cash Proceeds are not actually applied in
accordance with the foregoing paragraph, the Company shall not be required to
apply the portion of such Net Cash Proceeds so affected but may permit the
applicable Restricted Group Members to retain such portion of the Net Cash
Proceeds so long, but only so long, as the applicable local law will not permit
repatriation to the United States (the Company hereby agreeing to cause the
applicable Restricted Group Member to promptly take all actions required by the
applicable local law to permit such repatriation) and once such repatriation of
any such affected Net Cash Proceeds is permitted under the applicable local law,
such repatriation will be immediately effected and such repatriated Net Cash
Proceeds will be applied in the manner set forth in this covenant as if the
Asset Sale had occurred on such date; provided that to the extent that the
Company has determined in good faith that repatriation of any or all of the Net
Cash Proceeds of such Asset Sale would have a material adverse tax cost
consequence, the Net Cash Proceeds so affected may be retained by the applicable
Restricted Group Member for so long as such material adverse tax cost event
would continue.


                                       51
<PAGE>   58

              If, as of the first day of any calendar month, the aggregate
amount of Excess Proceeds not theretofore subject to an Offer to Purchase
pursuant to this Section 4.10 totals at least $25 million, the Company must
commence, not later than the fifteenth Business Day of such month, and
consummate an Offer to Purchase from the Holders on a pro rata basis an
aggregate principal amount of Notes equal to the Excess Proceeds on such date,
at a purchase price equal to 101% of the principal amount of the Notes, plus, in
each case, accrued interest to the Payment Date.

              SECTION 4.11. Repurchase of Notes upon a Change of Control. The
Company must commence, within 30 days of the occurrence of a Change of Control,
and consummate an Offer to Purchase for all Notes then outstanding, at a
purchase price equal to 101% of the principal amount thereof, plus accrued
interest to the Payment Date.

              SECTION 4.12. Existence. Subject to Articles Four and Five of this
Indenture, the Company will do or cause to be done all things necessary to
preserve and keep in full force and effect its existence and the existence of
each Restricted Group Member in accordance with the respective organizational
documents of the Company and each Restricted Group Member and the rights
(whether pursuant to charter, partnership certificate, agreement, statute or
otherwise), material licenses and franchises of the Company and each Restricted
Group Member; provided that the Company shall not be required to preserve any
such right, license or franchise, or the existence of any Restricted Group
Member, if the maintenance or preservation thereof is no longer desirable in the
conduct of the business of the Company and its Restricted Group Members taken as
a whole.

              SECTION 4.13. Payment of Taxes and Other Claims. The Company will
pay or discharge and shall cause each of its Restricted Group Members to pay or
discharge, or cause to be paid or discharged, before the same shall become
delinquent (i) all material taxes, assessments and governmental charges levied
or imposed upon (a) the Company or any such Restricted Group Member, (b) the
income or profits of any such Restricted Group Member which is a corporation or
(c) the property of the Company or any such Restricted Group Members and (ii)
all material lawful claims for labor, materials and supplies that, if unpaid,
might by law become a lien upon the property of the Company or any such
Restricted Group Member; provided that the Company shall not be required to pay
or discharge, or cause to be paid or discharged, any such tax, assessment,
charge or claim the amount, applicability or validity of which is being
contested in good faith by appropriate proceedings and for which adequate
reserves have been established.

              SECTION 4.14. Maintenance of Properties and Insurance. The Company
will cause all properties used or useful in the conduct of its business or the
business of any of its Restricted Group Members, to be maintained and kept in
good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly conducted at all times; provided that nothing in this
Section 4.14 shall prevent the Company or any such Restricted Group Member from
discontinuing the use, operation or maintenance of any of such properties or
disposing of any of them, if such discontinuance or


                                       52
<PAGE>   59

disposal is, in the judgment of the Company, desirable in the conduct of the
business of the Company or such Restricted Group Member.

              The Company will provide or cause to be provided, for itself and
its Restricted Group Members, insurance (including appropriate self-insurance)
against loss or damage of the kinds customarily insured against by corporations
similarly situated and owning like properties, with reputable insurers or with
the government of the United States of America, or an agency or instrumentality
thereof, in such amounts, with such deductibles and by such methods as shall be
customary for corporations similarly situated in the industry in which the
Company or such Restricted Group Member, as the case may be, is then conducting
business.

              SECTION 4.15. Notice of Defaults. In the event that the Company
becomes aware of any Default or Event of Default the Company, promptly after it
becomes aware thereof, will give written notice thereof to the Trustee.

              SECTION 4.16. Compliance Certificates. (a) The Company shall
deliver to the Trustee, within 45 days after the end of each fiscal quarter (90
days after the end of the last fiscal quarter of each year), an Officers'
Certificate stating whether or not the signers know of any Default or Event of
Default that occurred during such fiscal quarter. In the case of the Officers'
Certificate delivered within 90 days of the end of the Company's fiscal year,
such certificate shall contain a certification from the principal executive
officer, principal financial officer or principal accounting officer that a
review has been conducted of the activities of the Company and its Restricted
Group Members and the Company's and its Restricted Group Members' performance
under this Indenture and that, to the knowledge of such Officers, the Company
has complied with all conditions and covenants under this Indenture. For
purposes of this Section 4.16, such compliance shall be determined without
regard to any period of grace or requirement of notice provided under this
Indenture. If they do know of such a Default or Event of Default, the
certificate shall describe any such Default or Event of Default and its status.
The first certificate to be delivered pursuant to this Section 4.16(a) shall be
for the first fiscal quarter beginning after the execution of this Indenture.

              (b)    So long as (and to the extent) not prohibited by the then
current recommendations of the American Institute of Certified Public
Accountants, the Company shall deliver to the Trustee, within 90 days after the
end of the Company's fiscal year, a certificate signed by the Company's
independent certified public accountants stating (i) that their audit
examination has included a review of the terms of this Indenture and the Notes
as they relate to accounting matters, (ii) that they have read the most recent
Officers' Certificate delivered to the Trustee pursuant to paragraph (a) of this
Section 4.16 and (iii) whether, in connection with their audit examination,
anything came to their attention that caused them to believe that the Company
was not in compliance with any of the terms, covenants, provisions or conditions
of and Section 5.01 of this Indenture as they pertain to accounting matters and,
if any Default or Event of Default has come to their attention, specifying the
nature and period of existence thereof; provided that such independent certified
public accountants shall not be liable in respect of such statement by reason of
any failure to obtain knowledge of any such Default or Event of Default that
would not be disclosed in the course of an audit examination conducted in
accordance with generally accepted auditing standards in effect at the date of
such examination.


                                       53
<PAGE>   60

              (c)    Within 90 days of the end of each of the Company's fiscal
years, the Company shall deliver to the Trustee a list of all Significant Group
Members. The Trustee shall have no duty with respect to any such list except to
keep it on file and available for inspection by the Holders.

              SECTION 4.17. Commission Reports and Reports to Holders. Whether
or not the Company is required to file reports with the Commission, for so long
as any Notes are outstanding the Company shall file with the Commission all such
reports and other information as it would be required to file with the
Commission by Sections 13(a) or 15(d) under the Securities Exchange Act of 1934
if it were subject thereto. The Company shall supply the Trustee and each Holder
or shall supply to the Trustee for forwarding to each such Holder, without cost
to such Holder, copies of such reports and other information. Delivery of such
reports, information and documents to the Trustee is for informational purposes
only and the Trustee's receipt of such shall not constitute constructive notice
of any information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers'
Certificates). The Company also shall comply with the other provisions of TIA
Section 314(a).

              SECTION 4.18. Waiver of Stay, Extension or Usury Laws. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury law or other law
that would prohibit or forgive the Company from paying all or any portion of the
principal of, premium, if any, or interest on the Notes as contemplated herein,
wherever enacted, now or at any time hereafter in force, or that may affect the
covenants or the performance of this Indenture; and (to the extent that it may
lawfully do so) the Company hereby expressly waives all benefit or advantage of
any such law and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.

              SECTION 4.19. Limitation on Sale-Leaseback Transactions. The
Company will not, and will not permit any Restricted Group Member to, enter into
any sale-leaseback transaction involving any of its assets or properties whether
now owned or hereafter acquired, whereby the Company or a Restricted Group
Member sells or transfers such assets or properties and then or thereafter
leases such assets or properties or any part thereof or any other assets or
properties which the Company or such Restricted Group Member, as the case may
be, intends to use for substantially the same purpose or purposes as the assets
or properties sold or transferred.

              The foregoing restriction does not apply to any sale-leaseback
transaction if:

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

              (2)    the lease secures or relates to industrial revenue or
       pollution control bonds;


                                       54
<PAGE>   61

              (3)    the transaction is solely between the Company and any
       Wholly Owned Restricted Subsidiary of the Company or solely between
       Wholly Owned Restricted Subsidiaries of the Company; or

              (4)    the Company or such Restricted Group Member, within twelve
       months after the sale or transfer of any assets or properties is
       completed, applies an amount not less than the net proceeds received from
       such sale in accordance with clause (A) or (B) of the first paragraph of
       Section 4.10.

                                  ARTICLE FIVE
                              SUCCESSOR CORPORATION

              SECTION 5.01. When Company May Merge, Etc. The Company shall not
consolidate with, merge with or into, or sell, convey, transfer, lease or
otherwise dispose of all or substantially all of its property and assets (as an
entirety or substantially an entirety in one transaction or a series of related
transactions) to, any Person or permit any Person to merge with or into the
Company unless:

              (1)    the Company shall be the continuing Person, or the Person
       (if other than the Company) formed by such consolidation or into which
       the Company is merged or that acquired or leased such property and assets
       of the Company shall expressly assume, by a supplemental indenture,
       executed and delivered to the Trustee, all of the obligations of the
       Company on all of the Notes and under this Indenture;

              (2)    immediately after giving effect to such transaction, no
       Default or Event of Default shall have occurred and be continuing;

              (3)    immediately after giving effect to such transaction on a
       pro forma basis, the Company or any Person becoming the successor obligor
       of the Notes shall have a Consolidated Net Worth equal to or greater than
       the Consolidated Net Worth of the Company immediately prior to such
       transaction;

              (4) immediately after giving effect to such transaction on a pro
       forma basis the Company, or any Person becoming the successor obligor of
       the Notes, as the case may be, shall have a Consolidated Leverage Ratio
       not greater than 110% of the Consolidated Leverage Ratio of the Company
       immediately prior to the transaction; and

              (5)    the Company delivers to the Trustee an Officers'
       Certificate (attaching the arithmetic computations (which the Trustee
       shall have no obligation whatsoever to verify) to demonstrate compliance
       with clauses (3) and (4)) and Opinion of Counsel, in each case stating
       that such consolidation, merger or transfer and such supplemental
       indenture complies with this provision, that all conditions precedent
       provided for herein relating to such transaction have been complied with
       and, in the event that the continuing Person is organized under the laws
       of any jurisdiction other than the United States of America or any
       jurisdiction thereof, that the indenture and the Notes constitute legal,
       valid and binding obligations of the continuing Person, enforceable in
       accordance with their terms;


                                       55
<PAGE>   62

provided, however, that clauses (3) and (4) above do not apply if, in the good
faith determination of the Board of Directors of the Company, whose
determination shall be evidenced by a Board Resolution, the principal purpose of
such transaction is to change the state of incorporation of the Company; and
provided further that any such transaction shall not have as one of its purposes
the evasion of the foregoing limitations.

              SECTION 5.02. Successor Substituted. Upon any consolidation or
merger, or any sale, conveyance, transfer, lease or other disposition of all or
substantially all of the property and assets of the Company in accordance with
Section 5.01 of this Indenture, the successor Person formed by such
consolidation or into which the Company is merged or to which such sale,
conveyance, transfer, lease or other disposition is made shall succeed to, and
be substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person had been named
as the Company herein and thereafter the predecessor corporation shall be
relieved of all obligations and covenants under this Indenture and the Notes;
provided that the Company shall not be released from its obligation to pay the
principal of, premium, if any, or interest on the Notes in the case of a lease
of all or substantially all of its property and assets.

                                  ARTICLE SIX
                              DEFAULT AND REMEDIES

              SECTION 6.01. Events of Default. An "Event of Default" shall occur
with respect to the Notes if:

              (a)    the Company defaults in the payment of principal of (or
       premium, if any, on) any Note when the same becomes due and payable, upon
       acceleration, redemption or otherwise;

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

              (c)    the Company defaults in the performance or breach of the
       provisions of or the failure to make or consummate an Offer to Purchase
       in accordance with Section 4.10 or Section 4.11; provided that a default
       or breach of Section 4.10 arising from an Involuntary Event shall not
       constitute an Event of Default unless such Involuntary Event continues
       for 90 days;

              (d)    the Company defaults in the performance of or breaches any
       other covenant or agreement of the Company in this Indenture or under the
       Notes (other than a default specified in clause (a), (b) or (c) above)
       and such default or breach continues for a period of 60 consecutive days
       after written notice by the Trustee or the Holders of 25% or more in
       aggregate principal amount of the Notes, provided that a default or
       breach of a covenant or agreement arising from a Restricted Affiliate
       ceasing to observe any covenant applicable to it resulting from an
       Involuntary Event shall not constitute an Event of Default unless such
       Involuntary Event continues for 90 days;

              (e)    there occurs with respect to any issue or issues of
       Indebtedness of the Company or any Significant Group Member having an
       outstanding principal amount of


                                       56
<PAGE>   63

       $10 million or more in the aggregate for all such issues of all such
       Persons, whether such Indebtedness now exists or shall hereafter be
       created, (I) an event of default that has caused the holder thereof to
       declare such Indebtedness to be due and payable prior to its Stated
       Maturity and such Indebtedness has not been discharged in full or such
       acceleration has not been rescinded or annulled within 30 days of such
       acceleration and/or (II) the failure to make a principal payment at the
       final (but not any interim) fixed maturity and such defaulted payment
       shall not have been made, waived or extended within 30 days of such
       payment default; provided that an acceleration or payment default arising
       from an Involuntary Event shall not constitute an Event of Default unless
       such Involuntary Event continues for 90 days;

              (f)    any final judgment or order (not covered by insurance) for
       the payment of money in excess of $10 million in the aggregate for all
       such final judgments or orders against all such Persons (treating any
       deductibles, self-insurance or retention as not so covered) shall be
       rendered against the Company or any Significant Group Member and shall
       not be paid or discharged, and there shall be any period of 30
       consecutive days following entry of the final judgment or order that
       causes the aggregate amount for all such final judgments or orders
       outstanding and not paid or discharged against all such Persons to exceed
       $10 million during which a stay of enforcement of such final judgment or
       order, by reason of a pending appeal or otherwise, shall not be in
       effect; provided that a final judgment or order arising from an
       Involuntary Event shall not constitute an Event of Default unless such
       Involuntary Event continues for 90 days;

              (g)    a court having jurisdiction in the premises enters a decree
       or order for (A) relief in respect of the Company or any Significant
       Group Member in an involuntary case under any applicable bankruptcy,
       insolvency or other similar law now or hereafter in effect, (B)
       appointment of a receiver, liquidator, assignee, custodian, trustee,
       sequestrator or similar official of the Company or any Significant Group
       Member or for all or substantially all of the property and assets of the
       Company or any Significant Group Member or (C) the winding up or
       liquidation of the affairs of the Company or any Significant Group Member
       and, in each case, such decree or order shall remain unstayed and in
       effect for a period of 60 consecutive days; or

              (h)    the Company or any Significant Group Member (A) commences a
       voluntary case under any applicable bankruptcy, insolvency or other
       similar law now or hereafter in effect, or consents to the entry of an
       order for relief in an involuntary case under any such law, (B) consents
       to the appointment of or taking possession by a receiver, liquidator,
       assignee, custodian, trustee, sequestrator or similar official of the
       Company or any Significant Group Member or for all or substantially all
       of the property and assets of the Company or any Significant Group Member
       or (C) effects any general assignment for the benefit of creditors.

              SECTION 6.02. Acceleration. If an Event of Default (other than an
Event of Default specified in clause (g) or (h) above that occurs with respect
to the Company) occurs and is continuing under this Indenture, the Trustee or
the Holders of at least 25% in aggregate principal amount of the Notes, then
outstanding, by written notice to the Company (and to the Trustee if such notice
is given by the Holders), may, and the Trustee at the request of such


                                       57
<PAGE>   64

Holders shall, declare the principal of, premium, if any, and accrued interest
on the Notes to be immediately due and payable. Upon a declaration of
acceleration, such principal of, premium, if any, and accrued interest shall be
immediately due and payable. In the event of a declaration of acceleration
because an Event of Default set forth in clause (e) above has occurred and is
continuing, such declaration of acceleration shall be automatically rescinded
and annulled if the event of default triggering such Event of Default pursuant
to clause (e) shall be remedied or cured by the Company or the relevant
Significant Group Member or waived by the holders of the relevant Indebtedness
within 60 days after the declaration of acceleration with respect thereto. If an
Event of Default specified in clause (g) or (h) above occurs with respect to the
Company, the principal of, premium, if any, and accrued interest on the Notes
then outstanding shall automatically become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any Holder.

              At any time after such a declaration of acceleration, but before a
judgment or decree for the payment of the money due has been obtained by the
Trustee, the Holders of at least a majority in principal amount of the
outstanding Notes by written notice to the Company and to the Trustee, may waive
all past Defaults and rescind and annul such declaration of acceleration and its
consequences if (i) all existing Events of Default, other than the non-payment
of the principal of, premium, if any, and accrued interest on the Notes that
have become due solely by such declaration of acceleration, have been cured or
waived and (ii) the rescission would not conflict with any judgment or decree of
a court of competent jurisdiction.

              SECTION 6.03. Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy by proceeding at law or
in equity to collect the payment of principal of, premium, if any, or interest
on the Notes or to enforce the performance of any provision of the Notes or this
Indenture.

              The Trustee may maintain a proceeding even if it does not possess
any of the Notes or does not produce any of them in the proceeding.

              SECTION 6.04. Waiver of Past Defaults. Subject to Sections 6.02,
6.07 and 9.02, the Holders, by the Required Consent, by written notice to the
Company and the Trustee, may waive an existing Default or Event of Default and
its consequences, except a Default in the payment of principal of, premium, if
any, or interest on any Note as specified in clause (a) or (b) of Section 6.01
or in respect of a covenant or provision of this Indenture which cannot be
modified or amended without the consent of the holder of each outstanding Note
affected. Upon any such waiver, such Default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or Event of Default or impair any right consequent thereto.

              SECTION 6.05. Control by Majority. The Holders, by the Required
Consent, may direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee or exercising any trust or power conferred
on the Trustee. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture, that may involve the Trustee in personal
liability, or that the Trustee determines in good faith may be unduly
prejudicial to the rights of Holders of Notes not joining in the giving of such
direction and may


                                       58
<PAGE>   65

take any other action it deems proper that is not inconsistent with any such
direction received from Holders of Notes.

              SECTION 6.06. Limitation on Suits. A Holder may not institute any
proceeding, judicial or otherwise, with respect to this Indenture or the Notes,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder unless:

              (i)    such Holder has previously given the Trustee written notice
       of a continuing Event of Default;

              (ii)   the Holders of at least 25% in aggregate principal amount
       of outstanding Notes shall have made a written request to the Trustee to
       institute proceedings in respect of such Event of Default in its own name
       as Trustee hereunder;

              (iii)  such Holder or Holders have offered the Trustee indemnity
       reasonably satisfactory to the Trustee against any costs, liabilities or
       expenses to be incurred in compliance with such request;

              (iv)   the Trustee does not comply with the request within 60 days
       after receipt of the request and the offer of indemnity and has failed to
       institute any such proceeding; and

              (v)    during such 60-day period, the Holders of a majority in
       aggregate principal amount of the outstanding Notes do not give the
       Trustee a direction that is inconsistent with such written request.

              For purposes of Section 6.05 of this Indenture and this Section
6.06, the Trustee shall comply with TIA Section 316(a) in making any
determination of whether the Holders of the required aggregate principal amount
of outstanding Notes have concurred in any request or direction of the Trustee
to pursue any remedy available to the Trustee or the Holders with respect to
this Indenture or the Notes or otherwise under the law.

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

              SECTION 6.07. Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
of a Note to receive payment of the principal of, premium, if any, or interest
on, such Note or to bring suit for the enforcement of any such payment, on or
after the due date expressed in the Notes, shall not be impaired or affected
without the consent of such Holder.

              SECTION 6.08. Collection Suit by Trustee. If an Event of Default
in payment of principal, premium or interest specified in clause (a), (b) or (c)
of Section 6.01 occurs and is continuing, the Trustee may recover judgment in
its own name and as trustee of an express trust against the Company or any other
obligor of the Notes for the whole amount of principal, premium, if any, and
accrued interest remaining unpaid, together with interest on overdue principal,
premium, if any, and, to the extent that payment of such interest is lawful,
interest on overdue installments of interest, in each case at the rate specified
in the Notes, and such further


                                       59
<PAGE>   66

amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

              SECTION 6.09. 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 (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07) and the Holders allowed in any judicial proceedings relative to
the Company (or any other obligor of the Notes), its creditors or its property
and shall be entitled and empowered to collect and receive any monies,
securities or other property payable or deliverable upon conversion or exchange
of the Notes or upon any such claims and to distribute the same, and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agent and counsel, and any other
amounts due the Trustee under Nothing herein contained shall be deemed to
empower the Trustee to authorize or consent to, or accept or adopt on behalf of
any Holder, any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

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

              First: to the Trustee for all amounts due under Section 7.07;

              Second: to Holders for amounts then due and unpaid for principal
       of, premium, if any, and interest on the Notes in respect of which or for
       the benefit of which such money has been collected, ratably, without
       preference or priority of any kind, according to the amounts due and
       payable on such Notes for principal, premium, if any, and interest,
       respectively; and

              Third: to the Company or any other obligors of the Notes, as their
       interests may appear, or as a court of competent jurisdiction may direct.

              The Trustee, upon prior written notice to the Company, may fix a
record date and payment date for any payment to Holders pursuant to this Section
6.10.

              SECTION 6.11. Undertaking for Costs. In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court may
require any party litigant in such suit to file an undertaking to pay the costs
of the suit, and the court may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit having due regard to the
merits and good faith of the claims or defenses made by the party litigant. This
Section 6.11 does not apply to a


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<PAGE>   67

suit by the Trustee, a suit by a Holder pursuant to Section 6.07 of this
Indenture, or a suit by Holders of more than 10% in principal amount of the
outstanding Notes.

              SECTION 6.12. Restoration of Rights and Remedies. If the Trustee
or any Holder has instituted any proceeding to enforce any right or remedy under
this Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such Holder, then,
and in every such case, subject to any determination in such proceeding, the
Company, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and
remedies of the Company, Trustee and the Holders shall continue as though no
such proceeding had been instituted.

              SECTION 6.13. Rights and Remedies Cumulative. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or wrongfully taken Notes in Section 2.09, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

              SECTION 6.14. Delay or Omission Not Waiver. No delay or omission
of the Trustee or of any Holder to exercise any right or remedy accruing upon
any Event of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein. Every right and
remedy given by this or by law to the Trustee or to the Holders may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee or by
the Holders, as the case may be.

                                 ARTICLE SEVEN
                                     TRUSTEE

              SECTION 7.01. General. The duties and responsibilities of the
Trustee shall be as provided by the TIA and as set forth herein. Notwithstanding
the foregoing, no provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it. Whether or not therein expressly so provided,
every provision of this Indenture relating to the conduct or affecting the
liability of or affording protection to the Trustee shall be subject to the
provisions of this Article Seven.

              SECTION 7.02. Certain Rights of Trustee. Subject to TIA Sections
315(a) through (d):

              (1)    the Trustee may conclusively rely and shall be protected in
       acting or refraining from acting upon any resolution, certificate,
       statement, instrument, opinion, report, notice, request, direction,
       consent, order, bond, debenture, note, other evidence of


                                       61
<PAGE>   68

       indebtedness or other paper or 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;

              (2)    before the Trustee acts or refrains from acting, it may
       require an Officers' Certificate or an Opinion of Counsel, which shall
       conform to The Trustee shall not be liable for any action it takes or
       omits to take in good faith in reliance on such certificate or opinion;

              (3)    the Trustee may act through its attorneys and agents and
       shall not be responsible for the misconduct or negligence of any agent
       appointed with due care;

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

              (5)    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 or for any action it takes or omits to take in
       accordance with the direction of the Holders of a majority in principal
       amount of the outstanding Notes relating to the time, method and place of
       conducting any proceeding for any remedy available to the Trustee, or
       exercising any trust or power conferred upon the Trustee, under this
       Indenture; provided that the Trustee's conduct does not constitute gross
       negligence or bad faith;

              (6)    whenever in the administration of this Indenture the
       Trustee shall deem it desirable that a making be proved or established
       prior to taking, suffering or omitting any action hereunder, the Trustee
       (unless other evidence be herein specifically prescribed) may, in the
       absence of bad faith on its part, rely upon an Officers' Certificate; and

              (7)    the Trustee shall not be bound to make any investigation
       into the facts or matters stated in any resolution, certificate,
       statement, instrument, opinion, report, notice, request, direction,
       consent, order, bond, debenture, note, other evidence of indebtedness or
       other paper or document, but the Trustee, in its discretion, may make
       such further inquiry or investigation into such facts or matters as it
       may see fit, and, if the Trustee shall determine to make such further
       inquiry or investigation, it shall be entitled to examine the books,
       records and premises of the Company personally or by agent or attorney.

              SECTION 7.03. Individual Rights of Trustee. The Trustee, in its
individual or any other capacity, may become the owner or pledgee of Notes and
may otherwise deal with the Company or its Affiliates with the same rights it
would have if it were not the Trustee. Any Agent may do the same with like
rights. However, the Trustee is subject to TIA Sections 310(b) and 311.

              SECTION 7.04. Trustee's Disclaimer. The Trustee (i) makes no
representation as to the validity or adequacy of this Indenture or the Notes,
(ii) shall not be accountable for the


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<PAGE>   69

Company's use or application of the proceeds from the Notes and (iii) shall not
be responsible for any statement in the Notes other than its certificate of
authentication.

              SECTION 7.05. Notice of Default. If any Default or any Event of
Default occurs and is continuing and if such Default or Event of Default is
known to the Trustee, the Trustee shall mail to each Holder in the manner and to
the extent provided in TIA Section 313(c) notice of the Default or Event of
Default within 45 days after it occurs, unless such Default or Event of Default
has been cured; provided, however, that, except in the case of a default in the
payment of the principal of, premium, if any, or interest on any Note, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors
and/or Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interest of the Holders.

              SECTION 7.06. Reports by Trustee to Holders. Within 60 days after
each March 1, beginning with March 1, 2001, the Trustee shall mail to each
Holder as provided in TIA Section 313(c) a brief report dated as of such March
1, if required by TIA Section 313(a).

              SECTION 7.07. Compensation and Indemnity. The Company shall pay to
the Trustee such compensation as shall be agreed upon in writing for its
services. The compensation of the Trustee 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 and advances
incurred or made by the Trustee. Such expenses shall include the reasonable
compensation and expenses of the Trustee's agents and counsel.

              The Company shall indemnify the Trustee for, and hold it harmless
against, any loss or liability or expense, including taxes (other than taxes
based upon, measured by or determined by the income of the Trustee) incurred by
it without negligence or bad faith on its part in connection with the acceptance
or administration of this Indenture and its duties under this Indenture and the
Notes, including the costs and expenses of defending itself against any claim or
liability and of complying with any process served upon it or any of its
officers in connection with the exercise or performance of any of its powers or
duties under this Indenture and the Notes.

              To secure the Company's payment obligations in this Section 7.07,
the Trustee shall have a lien prior to the Notes on all money or property held
or collected by the Trustee, in its capacity as Trustee, except money or
property held in trust to pay principal of, premium, if any, and interest on
particular Notes.

              If the Trustee incurs expenses or renders services after the
occurrence of an Event of Default specified in clause (g) or (h) of Section
6.01, the expenses and the compensation for the services will be intended to
constitute expenses of administration under Title 11 of the United States
Bankruptcy Code or any applicable federal or state law for the relief of
debtors.

              The provisions of this Section shall survive the termination of
this Indenture.

              SECTION 7.08. Replacement of Trustee. A resignation or removal of
the Trustee and appointment of a successor Trustee shall become effective only
upon the successor Trustee's acceptance of appointment as provided in this
Section 7.08.


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<PAGE>   70

              The Trustee may resign at any time by so notifying the Company in
writing at least 30 days prior to the date of the proposed resignation. The
Holders of a majority in principal amount of the outstanding Notes may remove
the Trustee by so notifying the Trustee in writing and may appoint a successor
Trustee with the consent of the Company. The Company may at any time prior to
the occurrence and continuation of an Event of Default remove the Trustee, by
Company Order given at least 30 days prior to the date of the proposed removal.

              If the Trustee resigns or is removed, or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the
Holders of a majority in principal amount of the outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company. If
the successor Trustee does not deliver its written acceptance required by the
next succeeding paragraph of this Section 7.08 within 30 days after the retiring
Trustee resigns or is removed, the retiring Trustee, the Company or the Holders
of a majority in principal amount of the outstanding Notes may petition, at the
expense of the Company, any court of competent jurisdiction for the appointment
of a successor Trustee.

              A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after the
delivery of such written acceptance, subject to the lien provided in Section
7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee
to the successor Trustee, (ii) the resignation or removal of the retiring
Trustee shall become effective and (iii) the successor Trustee shall have all
the rights, powers and duties of the Trustee under this Indenture. A successor
Trustee shall mail notice of its succession to each Holder.

              If the Trustee is no longer eligible under Section 7.10, any
Holder who satisfies the requirements of TIA Section 310(b) may petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

              The Company shall give notice of any resignation and any removal
of the Trustee and each appointment of a successor Trustee to all Holders. Each
notice shall include the name of the successor Trustee and the address of its
Corporate Trust Office.

              Notwithstanding replacement of the Trustee pursuant to this
Section 7.08, the Company's obligation under Section 7.07 shall continue for the
benefit of the retiring Trustee.

              SECTION 7.09. Successor Trustee by Merger, Etc. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all of its corporate trust business to, another corporation or national banking
association, the resulting, surviving or transferee corporation or national
banking association without any further act shall be the successor Trustee with
the same effect as if the successor Trustee had been named as the Trustee
herein.

              SECTION 7.10. Eligibility. This Indenture shall always have a
Trustee who satisfies the requirements of TIA Section 310(a)(1). The Trustee
shall have a combined capital and surplus of at least $25,000,000 as set forth
in its most recent published annual report of condition.


                                       64
<PAGE>   71

              SECTION 7.11. Money Held in Trust. The Trustee shall not be liable
for interest on any money received by it except as the Trustee may agree in
writing with the Company. Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by law and except for
money held in trust under of this Indenture.

              SECTION 7.12. Withholding Taxes. The Trustee, as agent for the
Company, shall exclude and withhold from each payment of principal and interest
and other amounts due hereunder or under the Notes any and all withholding taxes
applicable thereto as required by law. The Trustee agrees to act as such
withholding agent and, in connection therewith, whenever any present or future
taxes or similar charges are required to be withheld with respect to any amounts
payable in respect of the Notes, to withhold such amounts and timely pay the
same to the appropriate authority in the name of and on behalf of the holders of
the Notes, that it will file any necessary withholding tax returns or statements
when due. The Company or the Trustee shall, as promptly as possible after the
payment of the taxes described above, deliver to each holder of a Note
appropriate documentation showing the payment thereof, together with such
additional documentary evidence as such holders may reasonably request from time
to time.

                                 ARTICLE EIGHT
                             DISCHARGE OF INDENTURE

              SECTION 8.01. Termination of Company's Obligations. Except as
otherwise provided in this Section 8.01, the Company may terminate its
obligations under the Notes and this Indenture if:

              (1)    all Notes previously authenticated and delivered (other
       than destroyed, lost or stolen Notes that have been replaced or Notes
       that are paid pursuant to Section 4.01 or Notes for whose payment money
       or securities have theretofore been held in trust and thereafter repaid
       to the Company, as provided in Section 8.05) have been delivered to the
       Trustee for cancellation and the Company has paid all sums payable by it
       hereunder; or

              (2)    (A) the Notes mature within one year or all of them are to
       be called for redemption within one year under arrangements satisfactory
       to the Trustee for giving the notice of redemption, (B) the Company
       irrevocably deposits in trust with the Trustee during such one-year
       period, under the terms of an irrevocable trust agreement in form and
       substance satisfactory to the Trustee, as trust funds solely for the
       benefit of the Holders for that purpose, money or U.S. Government
       Obligations sufficient (in the opinion of a nationally recognized firm of
       independent public accountants expressed in a written certification
       thereof delivered to the Trustee), without consideration of any
       reinvestment of any interest thereon, to pay principal, premium, if, any,
       and interest on the Notes to maturity or redemption, as the case may be,
       and to pay all other sums payable by it hereunder, (C) no Default or
       Event of Default with respect to the Notes shall have occurred and be
       continuing on the date of such deposit, (D) such deposit will not result
       in a breach or violation of, or constitute a default under, this
       Indenture or any other agreement or instrument to which the Company is a
       party or by which it is bound and (E) the Company has delivered to the
       Trustee an Officers' Certificate and an Opinion of Counsel, in each case
       stating that all conditions precedent provided for herein relating to the
       satisfaction and discharge of this Indenture have been complied with.


                                       65
<PAGE>   72

              With respect to the foregoing clause (1), the Company's
obligations under Section 7.07 shall survive. With respect to the foregoing
clause (2), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06,
2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall
survive until the Notes are no longer outstanding. Thereafter, only the
Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. After any
such irrevocable deposit, the Trustee upon request shall acknowledge in writing
the discharge of the Company's obligations under the Notes and this Indenture
except for those surviving obligations specified above.

              SECTION 8.02. Defeasance and Discharge of Indenture. The Company
will be deemed to have paid and will be discharged from any and all obligations
in respect of the Notes on the 123rd day after the date of the deposit referred
to in clause (A) of this Section 8.02, and the provisions of this Indenture will
no longer be in effect with respect to the Notes, and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the same,
except as to (i) rights of registration of transfer and exchange, (ii)
substitution of apparently mutilated, defaced, destroyed, lost or stolen Notes,
(iii) rights of Holders to receive payments of principal thereof and interest
thereon, (iv) the Company's obligations under Section 4.02, (v) the rights,
obligations and immunities of the Trustee hereunder and (vi) the rights of the
Holders as beneficiaries of this Indenture with respect to the property so
deposited with the Trustee payable to all or any of them; provided that the
following conditions shall have been satisfied:

              (A)    with reference to this Section 8.02, the Company has
       irrevocably deposited or caused to be irrevocably deposited with the
       Trustee (or another trustee satisfying the requirements of Section 7.10
       of this Indenture) and conveyed all right, title and interest for the
       benefit of the Holders, under the terms of an irrevocable trust agreement
       in form and substance satisfactory to the Trustee as trust funds in
       trust, specifically pledged to the Trustee for the benefit of the Holders
       as security for payment of the principal of, premium, if any, and
       interest, if any, on the Notes, and dedicated solely to, the benefit of
       the Holders, in and to (1) money in an amount, (2) U.S. Government
       Obligations that, through the payment of interest, premium, if any, and
       principal in respect thereof in accordance with their terms, will
       provide, not later than one day before the due date of any payment
       referred to in this clause (A), money in an amount or (3) a combination
       thereof in an amount sufficient, in the opinion of a nationally
       recognized firm of independent public accountants expressed in a written
       certification thereof delivered to the Trustee, to pay and discharge,
       without consideration of the reinvestment of such interest and after
       payment of all federal, state and local taxes or other charges and
       assessments in respect thereof payable by the Trustee, the principal of,
       premium, if any, and accrued interest on the outstanding Notes at the
       Stated Maturity of such principal or interest; provided that the Trustee
       shall have been irrevocably instructed to apply such money or the
       proceeds of such U.S. Government Obligations to the payment of such
       principal, premium, if any, and interest with respect to the Notes;

              (B)    such deposit will not result in a breach or violation of,
       or constitute a default under, this Indenture or any other agreement or
       instrument to which the Company is a party or by which it is bound;


                                       66
<PAGE>   73

              (C)    immediately after giving effect to such deposit on a pro
       forma basis, no Default or Event of Default shall have occurred and be
       continuing on the date of such deposit or during the period ending on the
       123rd day after such date of deposit;

              (D)    the Company shall have delivered to the Trustee (1) either
       (x) a ruling directed to the Trustee received from the Internal Revenue
       Service to the effect that the Holders will not recognize income, gain or
       loss for federal income tax purposes as a result of the Company's
       exercise of its option under this Section 8.02 and will be subject to
       federal income tax on the same amount and in the same manner and at the
       same times as would have been the case if such option had not been
       exercised or (y) an Opinion of Counsel to the same effect as the ruling
       described in clause (x) above accompanied by a ruling to that effect
       published by the Internal Revenue Service, unless there has been a change
       in the applicable federal income tax law since the date of this Indenture
       such that a ruling from the Internal Revenue Service is no longer
       required and (2) an Opinion of Counsel to the effect that (x) the
       creation of the defeasance trust does not violate the Investment Company
       Act of 1940 and (y) after the passage of 123 days following the deposit
       (except, with respect to any trust funds for the account of any Holder
       who may be deemed to be an "insider" for purposes of the United States
       Bankruptcy Code, after one year following the deposit), the trust funds
       will not be subject to the effect of Section 547 of the United States
       Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law in
       a case commenced by or against the Company under either such statute, and
       either (I) the trust funds will no longer remain the property of the
       Company (and therefore will not be subject to the effect of any
       applicable bankruptcy, insolvency, reorganization or similar laws
       affecting creditors' rights generally) or (II) if a court were to rule
       under any such law in any case or proceeding that the trust funds
       remained property of the Company, (a) assuming such trust funds remained
       in the possession of the Trustee prior to such court ruling to the extent
       not paid to the Holders, the Trustee will hold, for the benefit of the
       Holders, a valid and perfected security interest in such trust funds that
       is not avoidable in bankruptcy or otherwise except for the effect of
       Section 552(b) of the United States Bankruptcy Code on interest on the
       trust funds accruing after the commencement of a case under such statute
       and (b) the Holders will be entitled to receive adequate protection of
       their interests in such trust funds if such trust funds are used in such
       case or proceeding;

              (E)    if the Notes are then listed on a national securities
       exchange, the Company shall have delivered to the Trustee an Opinion of
       Counsel to the effect that such deposit defeasance and discharge will not
       cause the Notes to be delisted; and

              (F)    the Company has delivered to the Trustee an Officers'
       Certificate and an Opinion of Counsel, in each case stating that all
       conditions precedent provided for herein relating to the defeasance
       contemplated by this Section 8.02 have been complied with.

              Notwithstanding the foregoing, prior to the end of the 123-day (or
one year) period referred to in clause (D)(2)(y) of this Section 8.02, none of
the Company's obligations under this Indenture shall be discharged. Subsequent
to the end of such 123-day (or one year) period with respect to this Section
8.02, the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07,
2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06 shall survive until the



                                       67
<PAGE>   74

Notes are no longer outstanding. Thereafter, only the Company's obligations in
Sections 7.07, 8.05 and 8.06 shall survive. If and when a ruling from the
Internal Revenue Service or an Opinion of Counsel referred to in clause (D)(1)
of this Section 8.02 is able to be provided specifically without regard to, and
not in reliance upon, the continuance of the Company's obligations under Section
4.01, then the Company's obligations under such Section 4.01 shall cease upon
delivery to the Trustee of such ruling or Opinion of Counsel and compliance with
the other conditions precedent provided for herein relating to the defeasance
contemplated by this Section 8.02.

              After any such irrevocable deposit, the Trustee upon request shall
acknowledge in writing the discharge of the Company's obligations under the
Notes and this Indenture except for those surviving obligations in the
immediately preceding paragraph.

              SECTION 8.03. Defeasance of Certain Obligations. The Company may
omit to comply with any term, provision or condition set forth in clauses (3)
and (4) under Section 5.01 and Sections 4.03 through 4.17 and Section 4.19,
clauses (c) and (d) under Section 6.01 with respect to such clauses (3) and (4)
under Section 5.01 and Sections 4.03 through 4.17 and Section 4.19, and clauses
(e) and (f) under Section 6.01 shall be deemed not to be Events of Default, in
each case with respect to the outstanding Notes if:

              (1)    with reference to this Section 8.03, the Company has
       irrevocably deposited or caused to be irrevocably deposited with the
       Trustee (or another trustee satisfying the requirements of Section 7.10)
       and conveyed all right, title and interest to the Trustee for the benefit
       of the Holders, under the terms of an irrevocable trust agreement in form
       and substance satisfactory to the Trustee as trust funds in trust,
       specifically pledged to the Trustee for the benefit of the Holders as
       security for payment of the principal of, premium, if any, and interest,
       if any, on the Notes, and dedicated solely to, the benefit of the
       Holders, in and to (A) money in an amount, (B) U.S. Government
       Obligations that, through the payment of interest and principal in
       respect thereof in accordance with their terms, will provide, not later
       than one day before the due date of any payment referred to in this
       clause (1), money in an amount or (C) a combination thereof in an amount
       sufficient, in the opinion of a nationally recognized firm of independent
       public accountants expressed in a written certification thereof delivered
       to the Trustee, to pay and discharge, without consideration of the
       reinvestment of such interest and after payment of all federal, state and
       local taxes or other charges and assessments in respect thereof payable
       by the Trustee, the principal of, premium, if any, and interest on the
       outstanding Notes on the Stated Maturity of such principal or interest;
       provided that the Trustee shall have been irrevocably instructed to apply
       such money or the proceeds of such U.S. Government Obligations to the
       payment of such principal, premium, if any, and interest with respect to
       the Notes;

              (2)    such deposit will not result in a breach or violation of,
       or constitute a default under, this Indenture or any other agreement or
       instrument to which the Company is a party or by which it is bound;

              (3)    no Default or Event of Default shall have occurred and be
       continuing on the date of such deposit;


                                       68
<PAGE>   75

              (4)    the Company has delivered to the Trustee an Opinion of
       Counsel to the effect that (A) the creation of the defeasance trust does
       not violate the Investment Company Act of 1940, (B) the Holders have a
       valid first-priority security interest in the trust funds, (C) the
       Holders will not recognize income, gain or loss for federal income tax
       purposes as a result of such deposit and defeasance of certain
       obligations and will be subject to federal income tax on the same amount
       and in the same manner and at the same times as would have been the case
       if such deposit and defeasance had not occurred and (D) after the passage
       of 123 days following the deposit (except, with respect to any trust
       funds for the account of any Holder who may be deemed to be an "insider"
       for purposes of the United States Bankruptcy Code, after one year
       following the deposit), the trust funds will not be subject to the effect
       of Section 547 of the United States Bankruptcy Code or Section 15 of the
       New York Debtor and Creditor Law in a case commenced by or against the
       Company under either such statute, and either (1) the trust funds will no
       longer remain the property of the Company (and therefore will not be
       subject to the effect of any applicable bankruptcy, insolvency,
       reorganization or similar laws affecting creditors' rights generally) or
       (2) if a court were to rule under any such law in any case or proceeding
       that the trust funds remained property of the Company, (x) assuming such
       trust funds remained in the possession of the Trustee prior to such court
       ruling to the extent not paid to the Holders, the Trustee will hold, for
       the benefit of the Holders, a valid and perfected security interest in
       such trust funds that is not avoidable in bankruptcy or otherwise (except
       for the effect of Section 552(b) of the United States Bankruptcy Code on
       interest on the trust funds accruing after the commencement of a case
       under such statute), (y) the Holders will be entitled to receive adequate
       protection of their interests in such trust funds if such trust funds are
       used in such case or proceeding and (z) no property, rights in property
       or other interests granted to the Trustee or the Holders in exchange for,
       or with respect to, such trust funds will be subject to any prior rights
       of holders of other Indebtedness of the Company or any of its
       Subsidiaries;

              (5)    if the Notes are then listed on a national securities
       exchange, the Company shall have delivered to the Trustee an Opinion of
       Counsel to the effect that such deposit defeasance and discharge will not
       cause the Notes to be delisted; and

              (6)    the Company has delivered to the Trustee an Officers'
       Certificate and an Opinion of Counsel, in each case stating that all
       conditions precedent provided for herein relating to the defeasance
       contemplated by this Section 8.03 have been complied with.

              SECTION 8.04. Application of Trust Money; Miscellaneous. Subject
to Section 8.06, the Trustee or Paying Agent shall hold in trust money or U.S.
Government Obligations deposited with it pursuant to Section 8.01, 8.02 or 8.03,
as the case may be, and shall apply the deposited money and the money from U.S.
Government Obligations in accordance with the Notes and this Indenture to the
payment of principal of, premium, if any, and interest on the Notes; but such
money need not be segregated from other funds except to the extent required by
law. The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 8.01, 8.02 or 8.03 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of outstanding Notes.


                                       69
<PAGE>   76

              SECTION 8.05. Repayment to Company. Subject to Sections 7.07,
8.01, 8.02 and 8.03, the Trustee and the Paying Agent shall promptly pay to the
Company upon request set forth in an Officers' Certificate any excess money held
by them at any time and thereupon shall be relieved from all liability with
respect to such money. The Trustee and the Paying Agent shall pay to the Company
upon written request any money held by them for the payment of principal,
premium, if any, or interest that remains unclaimed for two years; provided that
the Trustee or such Paying Agent before being required to make any payment may
cause to be published at the expense of the Company once in a newspaper of
general circulation in the City of New York or mail to each Holder entitled to
such money at such Holder's address (as set forth in the Note Register) notice
that such money remains unclaimed and that after a date specified therein (which
shall be at least 30 days from the date of such publication or mailing) any
unclaimed balance of such money then remaining will be repaid to the Company.
After payment to the Company, Holders entitled to such money must look to the
Company for payment as general creditors unless an applicable law designates
another Person, and all liability of the Trustee and such Paying Agent with
respect to such money shall cease.

              SECTION 8.06. Reinstatement. If the Trustee or Paying Agent is
unable to apply any money or U.S. Government Obligations in accordance with
Section 8.01, 8.02 or 8.03, as the case may be, 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 Notes shall be revived and
reinstated as though no deposit had occurred pursuant to Section 8.01, 8.02 or
8.03, as the case may be, until such time as the Trustee or Paying Agent is
permitted to apply all such money or U.S. Government Obligations in accordance
with Section 8.01, 8.02 or 8.03, as the case may be; provided that, if the
Company has made any payment of principal of, premium, if any, or interest on
any Notes because of the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Notes to receive such payment
from the money or U.S. Government Obligations held by the Trustee or Paying
Agent.

                                  ARTICLE NINE
                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

              SECTION 9.01. Without Consent of Holders. The Company, when
authorized by a resolution of its Board of Directors, and the Trustee may amend
or supplement this Indenture or the Notes without notice to or the consent of
any Holder:

              (1)    to cure any ambiguity, defect or inconsistency in this
       Indenture; provided that such amendments or supplements shall not
       adversely affect the interests of the Holders in any material respect;

              (2)    to comply with Article Five;

              (3)    to comply with any requirements of the Commission in
       connection with the qualification of this Indenture under the TIA;

              (4)    to evidence and provide for the acceptance of appointment
       hereunder by a successor Trustee; or


                                       70
<PAGE>   77

              (5)    to make any change that, in the good faith opinion of the
       Board of Directors as evidenced by a Board Resolution, does not
       materially and adversely affect the rights of any Holder.

              SECTION 9.02. With Consent of Holders. Subject to Sections 6.04
and 6.07 and without prior notice to the Holders, the Company, when authorized
by its Board of Directors (as evidenced by a Board Resolution), and the Trustee
may amend this Indenture and the Notes with the Required Consent.

              Notwithstanding the provisions of this Section 9.02, without the
consent of each Holder affected, an amendment or waiver, including a waiver
pursuant to Section 6.04, may not:

              (1)    change the Stated Maturity of the principal of, or any
       installment of interest on, any Note,

              (2)    reduce the principal of, or premium, if any, or interest
       on, any Note,

              (3)    change the place or currency of payment of principal of, or
       premium, if any, or interest on, any Note or adversely affect any right
       of repayment at the option of any Holder of any Note,

              (4)    impair the right to institute suit for the enforcement of
       any payment on or after the Stated Maturity (or, in the case of a
       redemption, on or after the Redemption Date) of any Note,

              (5)    reduce the above-stated percentage of outstanding Notes the
       consent of whose Holders is necessary to modify or amend this Indenture,

              (6)    waive a Default in the payment of principal of, premium, if
       any, or interest on the Notes,

              (7)    modify any of the provisions of this Section 9.02, except
       to increase any such percentage or to provide that certain other
       provisions of this Indenture cannot be modified or waived without the
       consent of the Holder of each outstanding Note affected thereby or

              (8)    reduce the percentage or aggregate principal amount of
       outstanding Notes the consent of whose Holders is necessary for waiver of
       compliance with certain provisions of this Indenture or for waiver of
       certain defaults.

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

              After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Company shall mail to the Holders affected thereby a
notice briefly describing the amendment, supplement or waiver. The Company will
mail supplemental indentures to Holders


                                       71
<PAGE>   78

upon request. Any failure of the Company to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any
such supplemental indenture or waiver.

              SECTION 9.03. Revocation and Effect of Consent. Until an amendment
or waiver becomes effective, a consent to it by a Holder is a continuing consent
by the Holder and every subsequent Holder of a Note or portion of a Note that
evidences the same debt as the Note of the consenting Holder, even if notation
of the consent is not made on any Note. However, any such Holder or subsequent
Holder may revoke the consent as to its Note or portion of its Note. Such
revocation shall be effective only if the Trustee receives the notice of
revocation before the date the amendment, supplement or waiver becomes
effective. An amendment, supplement or waiver shall become effective on receipt
by the Trustee of written consents from the Holders of the requisite percentage
in principal amount of the outstanding Notes.

              The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver. If a record date is fixed, then, notwithstanding the last
two sentences of the immediately preceding paragraph, those persons who were
Holders at such record date (or their duly designated proxies) and only those
persons shall be entitled to consent to such amendment, supplement or waiver or
to revoke any consent previously given, whether or not such persons continue to
be Holders after such record date. No such consent shall be valid or effective
for more than 90 days after such record date.

              After an amendment, supplement or waiver becomes effective, it
shall bind every Holder unless it is of the type described in any of clauses (1)
through (8) of Section 9.02. In case of an amendment or waiver of the type
described in clauses (1) through (8) of Section 9.02, the amendment or waiver
shall bind each Holder who has consented to it and every subsequent Holder of a
Note that evidences the same indebtedness as the Note of the consenting Holder.

              SECTION 9.04. Notation on or Exchange of Notes. If an amendment,
supplement or waiver changes the terms of a Note, the Trustee may require the
Holder to deliver it to the Trustee. The Trustee may place an appropriate
notation on the Note about the changed terms and return it to the Holder and the
Trustee may place an appropriate notation on any Note thereafter authenticated.
Alternatively, if the Company or the Trustee so determines, the Company in
exchange for the Note shall issue and the Trustee shall authenticate a new Note
that reflects the changed terms.

              SECTION 9.05. Trustee to Sign Amendments, Etc. The Trustee shall
be entitled to receive, and shall be fully protected in relying upon, an Opinion
of Counsel stating that the execution of any amendment, supplement or waiver
authorized pursuant to this is authorized or permitted by this Indenture.
Subject to the preceding sentence, the Trustee shall sign such amendment,
supplement or waiver if the same does not adversely affect the rights of the
Trustee. The Trustee may, but shall not be obligated to, execute any such
amendment, supplement or waiver that affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.


                                       72
<PAGE>   79

              SECTION 9.06. Conformity with Trust Indenture Act. Every
supplemental indenture executed pursuant to this shall conform to the
requirements of the TIA as then in effect.

                                  ARTICLE TEN
                                  MISCELLANEOUS

              SECTION 10.01. Trust Indenture Act of 1939. Prior to the
effectiveness of the Registration Statement, this Indenture shall incorporate
and be governed by the provisions of the TIA that are required to be part of and
to govern indentures qualified under the TIA. After the effectiveness of the
Registration Statement, this Indenture shall be subject to the provisions of the
TIA that are required to be a part of this Indenture and shall, to the extent
applicable, be governed by such provisions.

              SECTION 10.02. Notices. Any notice or communication shall be
sufficiently given if in writing and delivered in person or mailed by first
class mail addressed as follows:

              if to the Company:

                     Nextel International, Inc.
                     10700 Parkridge Blvd.
                     Suite 600
                     Reston, Virginia  20191
                     Attention:  President

              if to the Trustee:

                     The Bank of New York
                     101 Barclay Street
                     21 West
                     New York, New York  10286
                     Attention:  Corporate Trust Trustee Administration

              The Company 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 Holder shall be mailed to
such Holder at such person's address as it appears on the Note Register by first
class mail and shall be sufficiently given to such person if so mailed within
the time prescribed. Copies of any such communication or notice to a Holder
shall also be mailed to the Trustee and each Agent at the same time.

              Failure to mail a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other Holders.
Except for a notice to the Trustee, which is deemed given only when received,
and except as otherwise provided in this Indenture, if a notice or communication
is mailed in the manner provided in this Section 10.02, it is duly given,
whether or not the addressee receives it.


                                       73
<PAGE>   80

              Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

              In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

              SECTION 10.03. Certificate and Opinion as to Conditions Precedent.
Except for the initial issuance of Notes hereunder, upon any request or
application by the Company to the Trustee to take any action under this
Indenture, the Company shall furnish to the Trustee:

              (1)    an Officers' Certificate 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 stating that, in the opinion of such
       Counsel, all such conditions precedent have been complied with.

              SECTION 10.04. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:

              (1)    a statement that each person signing such certificate or
       opinion has read such covenant or condition and the definitions herein
       relating thereto;

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

              (3)    a statement that, in the opinion of each such person, 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 each
       such person, such condition or covenant has been complied with; provided,
       however, that, with respect to matters of fact, an Opinion of Counsel may
       rely on an Officers' Certificate or certificates of public officials.

              SECTION 10.05. Rules by Trustee, Paying Agent or Registrar. The
Trustee may make reasonable rules for action by or at a meeting of Holders. The
Paying Agent or Registrar may make reasonable rules for its functions.

              SECTION 10.06. Payment Date Other Than a Business Day. If an
Interest Payment Date, Redemption Date, Payment Date, Stated Maturity or date of
maturity of any Note


                                       74
<PAGE>   81

shall not be a Business Day, then payment of principal of, premium, if any, or
interest on such Note, as the case may be, need not be made on such date, but
may be made on the next succeeding Business Day with the same force and effect
as if made on the Interest Payment Date, Payment Date, or Redemption Date, or at
the Stated Maturity or date of maturity of such Note; provided that no interest
shall accrue for the period from and after such Interest Payment Date, Payment
Date, Redemption Date, Stated Maturity or date of maturity, as the case may be.

              SECTION 10.07. Governing Law. The laws of the State of New York
shall govern this Indenture and the Notes. The Trustee, the Company and the
Holders agree to submit to the jurisdiction of the courts of the State of New
York in any action or proceeding arising out of or relating to this Indenture or
the Notes.

              SECTION 10.08. No Adverse Interpretation of Other Agreements. This
Indenture may not be used to interpret another indenture, loan or debt agreement
of the Company or any Subsidiary of the Company. Any such indenture, loan or
debt agreement may not be used to interpret this Indenture.

              SECTION 10.09. No Recourse Against Others. No recourse for the
payment of the principal of, premium, if any, or interest on any of the Notes,
or for any claim based thereon or otherwise in respect thereof, and no recourse
under or upon any obligation, covenant or agreement of the Company contained in
this Indenture, or in any of the Notes, or because of the creation of any
Indebtedness represented thereby, shall be had against any incorporator or
against any past, present or future partner, shareholder, other equityholder,
officer, director, employee or controlling person, as such, of the Company or of
any successor Person, either directly or through the Company or any successor
Person, whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly
understood that all such liability is hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this Indenture and
the issue of the Notes.

              SECTION 10.10. Successors. All agreements of the Company in this
Indenture and the Notes shall bind its successors. All agreements of the Trustee
in this Indenture shall bind its successor.

              SECTION 10.11. Duplicate Originals. The parties may sign any
number of copies of this Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement.

              SECTION 10.12. Separability. In case any provision in this
Indenture or in the Notes shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

              SECTION 10.13. Table of Contents, Headings, Etc. The Table of
Contents, Cross-Reference Table and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not to
be considered a part hereof and shall in no way modify or restrict any of the
terms and provisions hereof.

              SECTION 10.14. Non-Compete Agreement. The Company agrees not to
amend the Non-Compete Agreement in any respect material and adverse to the
Holders of the Notes. If


                                       75
<PAGE>   82

the Company proposes to amend the Non-Compete Agreement, it shall notify the
Trustee in writing 30 days prior to the effectiveness of such amendment of such
proposal to amend and such notice shall include a written copy of the contents
of such proposed amendment (the "Non-Compete Notice").

              Within five days of receipt of a Non-Compete Notice, the Trustee
shall give written notice to the Holders of the Non-Compete Notice. Such notice
by the Trustee shall include a copy of the Non-Compete Notice.


                                       76
<PAGE>   83


                                  SIGNATURES

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

                                        NEXTEL INTERNATIONAL, INC.


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



                                        THE BANK OF NEW YORK


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


<PAGE>   84

                                                                       EXHIBIT A


                                 [FACE OF NOTE]

                           NEXTEL INTERNATIONAL, INC.

                       12 3/4% Senior Serial Note Due 2010

                                                       [CUSIP] [CINS] __________


No.    $_________

              NEXTEL INTERNATIONAL, INC., a Washington corporation (the
"Company", which term includes any successor under the Indenture hereinafter
referred to), for value received, promises to pay to _______, or its registered
assigns, the principal sum of ________ ($ ) on August 1, 2010.

              Interest Payment Dates: February 1 and August 1, commencing
February 1, 2001.

              Regular Record Dates: January 15 and July 15.

              Reference is hereby made to the further provisions of this Note
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


<PAGE>   85


              IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officer.


                                            NEXTEL INTERNATIONAL, INC.


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



                    (Trustee's Certificate of Authentication)

              This is one of the 12 3/4% Senior Serial Notes due 2010 described
in the within-mentioned Indenture.

Date:


                                            THE BANK OF NEW YORK,
                                            as Trustee


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


                                      A-2
<PAGE>   86

                                                          [REVERSE SIDE OF NOTE]

                           NEXTEL INTERNATIONAL, INC.

                       12 3/4% Senior Serial Note due 2010


1.     Principal and Interest.

              The Company will pay the principal of this Note on August 1, 2010.

              The Company promises to pay interest on the principal amount of
this Note on each Interest Payment Date, as set forth below, at the rate per
annum shown above.

              Interest will be payable semiannually (to the holders of record of
the Notes at the close of business on the January 15 and July 15 immediately
preceding the Interest Payment Date) on each Interest Payment Date, commencing
February 1, 2001.

              If an exchange offer registered under the Securities Act is not
consummated and a shelf registration statement under the Securities Act with
respect to resales of the Notes is not declared effective by the Commission, on
or before February 1, 2001 in accordance with the terms of the Registration
Rights Agreement dated August 1, 2000 among the Company and Morgan Stanley & Co.
Incorporated, Banc of America Securities LLC, Barclays Capital Inc., Chase
Securities Inc., Credit Suisse First Boston Corporation, Deutsche Bank
Securities Inc. and Goldman, Sachs & Co., interest (in addition to the interest
otherwise due on the Notes) will accrue, at a rate of 0.5% per annum of the
principal amount of the Notes, from February 1, 2001, and be payable in cash,
semi-annually in arrears, commencing August 1, 2001, until the earliest of the
date that (i) the exchange offer is consummated, (ii) the shelf registration
statement is declared effective or (iii) the date that the Notes become freely
tradeable without registration under the Securities Act, provided that upon the
request of any Holder of the Notes, the Company will deliver to such Holder
certificates evidencing such Holder's Notes without the legends restricting the
transfer thereof. The Holder of this Note is entitled to the benefits of such
Registration Rights Agreement.

              Interest on the Notes will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from August 1,
2000; provided that, if there is no existing default in the payment of interest
and this Note is authenticated between a Regular Record Date referred to on the
face hereof and the next succeeding Interest Payment Date, interest shall accrue
from such Interest Payment Date. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

              The Company shall pay interest on overdue principal and premium,
if any, and interest on overdue installments of interest, to the extent lawful,
at a rate per annum that is 2% in excess of the rate otherwise payable.


                                      A-3
<PAGE>   87

2.     Method of Payment.

              The Company will pay interest (except defaulted interest) on the
principal amount of the Notes as provided above on each February 1 and August 1
to the persons who are Holders (as reflected in the Note Register at the close
of business on such January 15 and July 15 immediately preceding the Interest
Payment Date), in each case, even if the Note is cancelled on registration of
transfer or registration of exchange after such record date; provided that, with
respect to the payment of principal, the Company will make payment to the Holder
that surrenders this Note to a Paying Agent on or after August 1, 2010.

              The Company will pay principal, premium, if any, and as provided
above, interest in money of the United States that at the time of payment is
legal tender for payment of public and private debts. However, the Company may
pay principal, premium, if any, and interest by its check payable in such money.
It may mail an interest check to a Holder's registered address (as reflected in
the Note Register). If a payment date is a date other than a Business Day at a
place of payment, payment may be made at that place on the next succeeding day
that is a Business Day and no interest shall accrue for the intervening period.

3.     Paying Agent and Registrar.

              Initially, the Trustee will act as authenticating agent, Paying
Agent and Registrar. The Company may change any authenticating agent, Paying
Agent or Registrar without notice. The Company, any Subsidiary or any Affiliate
of any of them may act as Paying Agent, Registrar or co-Registrar.

4.     Indenture; Limitations.

              The Company issued the Notes under an Indenture dated as of August
1, 2000 (the "Indenture"), between the Company and The Bank of New York (the
"Trustee"). Capitalized terms herein are used as defined in the Indenture unless
otherwise indicated. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act. The Notes are subject to all such terms, and Holders are referred
to the Indenture and the Trust Indenture Act for a statement of all such terms.
To the extent permitted by applicable law, in the event of any inconsistency
between the terms of this Note and the terms of the Indenture, the terms of the
Indenture shall control.

              The Notes are general unsecured obligations of the Company.

5.     Redemption.

              The Notes will be redeemable, at the Company's option, in whole or
in part, at any time on or after August 1, 2005 and prior to maturity, upon not
less than 30 nor more than 60 days' prior notice mailed by first-class mail to
each Holder's last address as it appears in the Note Register, at the following
Redemption Prices (expressed in percentages of their principal amount), plus
accrued and unpaid interest to the Redemption Date (subject to the right of
Holders of record on the relevant Regular Record Date to receive interest due on
an Interest Payment Date that is on or prior to the Redemption Date) if redeemed
during the 12-month period commencing on August 1 of the applicable year set
forth below:

                                      A-4
<PAGE>   88


<TABLE>
<CAPTION>
          Year                                  Redemption Price
          ----                                  ----------------
<S>                                                 <C>
          2005                                      106.375%
          2006                                      104.250%
          2007                                      102.125%
          2008 and thereafter                       100.000%
</TABLE>

              In addition, at any time prior to August 1, 2003, the Company may
redeem up to 35% of the principal amount of the Notes with the Net Cash Proceeds
of one or more sales by the Company of its Capital Stock (other than Redeemable
Stock) at any time as a whole or from time to time in part, at a Redemption
Price of 112.750%, plus accrued and unpaid interest, if any, to the Redemption
Date (subject to the right of Holders of record on the relevant Regular Record
Date to receive interest due on an Interest Payment Date); provided that at
least $422.5 million aggregate principal amount of Notes remains outstanding
after each such redemption and notice of such redemption is mailed to Holders of
the Notes within 60 days after the consummation of such sale or sales.

              Notice of any optional redemption will be mailed at least 30 days
but not more than 60 days before the Redemption Date to each Holder of Notes to
be redeemed at his last address as it appears in the Note Register. Notes in
original denominations larger than $1,000 may be redeemed in part. On and after
the Redemption Date, interest ceases to accrue on Notes or portions of Notes
called for redemption, unless the Company defaults in the payment of the
Redemption Price.

6.     Repurchase upon Change in Control.

              Upon the occurrence of any Change of Control, each Holder shall
have the right to require the repurchase of its Notes by the Company in cash
pursuant to the offer described in the Indenture at a purchase price equal to
101% of their principal amount plus accrued and unpaid interest to the date of
purchase (the "Change of Control Payment").

              A notice of such Change of Control will be mailed within 30 days
after any Change of Control occurs to each Holder at his last address as it
appears in the Note Register. Notes in original denominations larger than $1,000
may be sold to the Company in part. On and after the Change of Control Payment
Date, interest ceases to accrue on Notes or portions of Notes surrendered for
purchase by the Company, unless the Company defaults in the payment of the
Change of Control Payment.

7.     Denominations; Transfer; Exchange.

              The Notes are in registered form without coupons in denominations
of $1,000 of principal amount and multiples of $1,000 in excess thereof. A
Holder may register the transfer or exchange of Notes in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. The Registrar need not register
the transfer or exchange of any Notes selected for redemption. Also, it need not
register the transfer or exchange of any Notes for a period of 15 days before
the mailing of a notice of redemption of Notes to be redeemed is made.

                                      A-5
<PAGE>   89

8.     Persons Deemed Owners.

              A Holder shall be treated as the owner of a Note for all purposes.

9.     Unclaimed Money.

              If money for the payment of principal, premium, if any, or
interest remains unclaimed for two years, the Trustee and the Paying Agent will
pay the money back to the Company at its written request. After that, Holders
entitled to the money must look to the Company for payment, unless an abandoned
property law designates another Person, and all liability of the Trustee and
such Paying Agent with respect to such money shall cease.

10.    Discharge Prior to Redemption or Maturity.

              If the Company deposits with the Trustee money or U.S. Government
Obligations sufficient to pay the then outstanding principal of, premium, if
any, and accrued interest on the Notes (a) to redemption or maturity, the
Company will be discharged from the Indenture and the Notes, except in certain
circumstances for certain sections thereof, and (b) to the Stated Maturity, the
Company will be discharged from certain covenants set forth in the Indenture.

11.    Amendment; Supplement; Waiver.

              Subject to certain exceptions, the Indenture or the Notes may be
amended or supplemented with the Required Consent, and any existing default or
compliance with any provision may be waived with the consent of the Holders of
at least a majority in principal amount of the Notes then outstanding. Without
notice to or the consent of any Holder, the parties thereto may amend or
supplement the Indenture or the Notes to, among other things, cure any
ambiguity, defect or inconsistency and make any change that does not materially
and adversely affect the rights of any Holder.

              "Required Consent" means, except as otherwise expressly provided
in this Indenture with respect to matters requiring the consent of each Holder
of Notes affected thereby, (1) the consent of Holders of not less than a
majority in aggregate principal amount at Stated Maturity of the outstanding
Notes for any action to (x) direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any power
conferred upon such Trustee, or (y) consent to or waive, on behalf of the
Holders of all the Notes, any past default and its consequences, and (2) with
respect to all other actions requiring the consent of Holders of the Notes, the
consent of either (x) a majority in aggregate principal amount at Stated
Maturity of the outstanding Notes or (y) a majority in aggregate principal
amount at Stated Maturity of (I) the Notes, (II) the 13% Senior Discount Notes
due 2007 issued by the Company under an Indenture dated March 3, 1997, (III) the
12?% Senior Discount Notes due 2008 issued by the Company under an Indenture
dated March 12, 1998 and (IV) any other issue of unsubordinated, unsecured notes
issued by the Company, if such notes or the indenture pursuant to which such
notes were issued both (A) require the consent of the holders of such notes to
such action and (B) provide that the holders thereof will vote with the Holders
of the Notes with respect to such action


                                      A-6
<PAGE>   90

12.    Restrictive Covenants.

              The Indenture imposes certain limitations on the ability of the
Company and its Restricted Group Members, among other things, to Incur
additional Indebtedness, make Restricted Payments, use the proceeds from Asset
Sales, engage in transactions with Affiliates or merge, consolidate or transfer
substantially all of its assets. Within 45 days after the end of each fiscal
quarter (90 days after the end of the last fiscal quarter of each year), the
Company must report to the Trustee on compliance with such limitations.

13.    Successor Persons.

              When a successor person or other entity assumes all the
obligations of its predecessor under the Notes and the Indenture, the
predecessor person will be released from those obligations.

14.    Defaults and Remedies.

              The following events constitute "Events of Default" under the
Indenture: (a) default in the payment of principal of (or premium, if any, on)
any Note when the same becomes due and payable, upon acceleration, redemption or
otherwise; (b) default in the payment of interest on any Note when the same
becomes due and payable, and such default continues for a period of 30 days; (c)
default in the performance or breach of the provisions of or the failure to make
or consummate an Offer to Purchase in accordance with Section 4.10 or Section
4.11; provided that a default or breach of Section 4.10 arising from an
Involuntary Event shall not constitute an Event of Default unless such
Involuntary Event continues for 90 days; (d) the Company defaults in the
performance of or breaches any other covenant or agreement of the Company in
this Indenture or under the Notes (other than a default specified in clause (a),
(b) or (c) above) and such default or breach continues for a period of 60
consecutive days after written notice by the Trustee or the Holders of 25% or
more in aggregate principal amount of the Notes, provided that a default or
breach of a covenant or agreement arising from a Restricted Affiliate ceasing to
observe any covenant applicable to it resulting from an Involuntary Event shall
not constitute an Event of Default unless such Involuntary Event continues for
90 days; (e) there occurs with respect to any issue or issues of Indebtedness of
the Company or any Significant Group Member having an outstanding principal
amount of $10 million or more in the aggregate for all such issues of all such
Persons, whether such Indebtedness now exists or shall hereafter be created, (I)
an event of default that has caused the holder thereof to declare such
Indebtedness to be due and payable prior to its Stated Maturity and such
Indebtedness has not been discharged in full or such acceleration has not been
rescinded or annulled within 30 days of such acceleration and/or (II) the
failure to make a principal payment at the final (but not any interim) fixed
maturity and such defaulted payment shall not have been made, waived or extended
within 30 days of such payment default; provided that an acceleration or payment
default arising from an Involuntary Event shall not constitute an Event of
Default unless such Involuntary Event continues for 90 days; (f) any final
judgment or order (not covered by insurance) for the payment of money in excess
of $10 million in the aggregate for all such final judgments or orders against
all such Persons (treating any deductibles, self-insurance or retention as not
so covered) shall be rendered against the Company or any Significant Group
Member and shall not be paid or discharged, and there shall be any period of 30
consecutive days following entry of the


                                      A-7
<PAGE>   91

final judgment or order that causes the aggregate amount for all such final
judgments or orders outstanding and not paid or discharged against all such
Persons to exceed $10 million during which a stay of enforcement of such final
judgment or order, by reason of a pending appeal or otherwise, shall not be in
effect; provided that a final judgment or order arising from an Involuntary
Event shall not constitute an Event of Default unless such Involuntary Event
continues for 90 days; (g) a court having jurisdiction in the premises enters a
decree or order for (A) relief in respect of the Company or any Significant
Group Member in an involuntary case under any applicable bankruptcy, insolvency
or other similar law now or hereafter in effect, (B) appointment of a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official of
the Company or any Significant Group Member or for all or substantially all of
the property and assets of the Company or any Significant Group Member or (C)
the winding up or liquidation of the affairs of the Company or any Significant
Group Member and, in each case, such decree or order shall remain unstayed and
in effect for a period of 60 consecutive days; or (h) the Company or any
Significant Group Member (A) commences a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or
consents to the entry of an order for relief in an involuntary case under any
such law, (B) consents to the appointment of or taking possession by a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official of
the Company or any Significant Group Member or for all or substantially all of
the property and assets of the Company or any Significant Group Member or (C)
effects any general assignment for the benefit of creditors.

              If an Event of Default, as defined in the Indenture, occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the Notes may declare all the Notes to be due and payable. If a bankruptcy or
insolvency default with respect to the Company occurs and is continuing, the
Notes automatically become due and payable. Holders may not enforce the
Indenture or the Notes except as provided in the Indenture. The Trustee may
require indemnity satisfactory to it before it enforces the Indenture or the
Notes. Subject to certain limitations, Holders of at least a majority in
principal amount of the Notes then outstanding may direct the Trustee in its
exercise of any trust or power.

15.    Trustee Dealings with Company.

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

16.    No Recourse Against Others.

              No incorporator or any past, present or future partner,
shareholder, other equity holder, officer, director, employee or controlling
person as such, of the Company or of any successor Person shall have any
liability for any obligations of the Company under the Notes or the Indenture or
for any claim based on, in respect of or by reason of, such obligations or their
creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.


                                      A-8
<PAGE>   92

17.    Authentication.

              This Note shall not be valid until the Trustee or authenticating
agent signs the certificate of authentication on the other side of this Note.

18.    Abbreviations.

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

              The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture. Requests may be made to Nextel
International, Inc., 10700 Parkridge Blvd., Suite 600, Reston, Virginia 20191,
Attention: President.


                                      A-9
<PAGE>   93



                            [FORM OF TRANSFER NOTICE]


              FOR VALUE RECEIVED the undersigned registered holder hereby
sell(s), assign(s) and transfer(s) unto

Insert Taxpayer Identification No.


---------------------------------------------------------------------
Please print or typewrite name and address including zip code of assignee

------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing_______________________________________________________ attorney to
transfer said Note on the books of the Company with full power of substitution
in the premises.

                     [THE FOLLOWING PROVISION TO BE INCLUDED
                     ON ALL NOTES OTHER THAN EXCHANGE NOTES,
                      UNLEGENDED OFFSHORE GLOBAL NOTES AND
                       UNLEGENDED OFFSHORE PHYSICAL NOTES]

              In connection with any transfer of this Note occurring prior to
the date which is the earlier of (i) the date the shelf registration statement
with respect to resales of the Notes is declared effective or (ii) the end of
the period referred to in Rule 144(k) under the Securities Act, the undersigned
confirms that without utilizing any general solicitation or general advertising
that:

                                   [Check One]

[ ] (a) this Note is being transferred in compliance with the exemption from
        registration under the Securities Act of 1933, as amended, provided by
        Rule 144A thereunder.

                                       or

[ ] (b) this Note is being transferred other than in accordance with (a) above
        and documents are being furnished which comply with the conditions of
        transfer set forth in this Note and the Indenture.


                                      A-10
<PAGE>   94


If none of the foregoing boxes is checked, the Trustee or other Registrar shall
not be obligated to register this Note in the name of any Person other than the
Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 2.08 of the Indenture shall have
been satisfied.

Date:
       --------------             ----------------------------------------------
                                  NOTICE:  The signature to this assignment must
                                  correspond with the name as written upon the
                                  face of the within-mentioned instrument in
                                  every particular, without alteration or any
                                  change whatsoever.

TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

              The undersigned represents and warrants that it is purchasing this
Note for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended, 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.

Date:  --------------             ----------------------------------------------
                                  NOTICE: The signature to this assignment must
                                  correspond with the name as written upon the
                                  face of the within-mentioned instrument in
                                  every particular, without alteration or any
                                  change whatsoever.


                                      A-11
<PAGE>   95


                       OPTION OF HOLDER TO ELECT PURCHASE

              If you wish to have this Note purchased by the Company pursuant to
Section 4.10 or Section 4.11 of the Indenture, check the Box:

              If you wish to have a portion of this Note purchased by the
Company pursuant to Section 4.10 or Section 4.11 of the Indenture, state the
principal amount: $___________________.

Date:

Your Signature:
               ----------------------------------------------------------------
               Sign exactly as your name appears on the other side of this Note)

Signature Guarantee:
                     ----------------------------------


                                      A-12
<PAGE>   96


                                                                       EXHIBIT B


                               Form of Certificate


The Bank of New York
101 Barclay Street
21 West
New York, New York  10286
Attention:  Corporate Trust Trustee Administration

Nextel International, Inc.
10700 Parkridge Blvd.
Suite 600
Reston, Virginia  20191
Attention:  President

                     Re: Nextel International, Inc.  (the "Company")
                         12 3/4% Senior Serial Notes
                         due 2010 (the "Notes")

Dear Sirs:

              This letter relates to U.S. $______ principal amount of Notes
represented by a Note (the "Legended Note") which bears a legend outlining
restrictions upon transfer of such Legended Note. Pursuant to Section 2.01 of
the Indenture (the "Indenture") dated as of August 1, 2000 relating to the
Notes, we hereby certify that we are (or we will hold such securities on behalf
of) a person outside the United States to whom the Notes could be transferred in
accordance with Rule 904 of Regulation S promulgated under the U.S. Securities
Act of 1933, as amended. Accordingly, you are hereby requested to exchange the
legended certificate for an unlegended certificate representing an identical
principal amount of Notes, all in the manner provided for in the Indenture.

              You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Terms used in this certificate have the
meanings set forth in Regulation S.

                                Very truly yours,

                                [Name of Holder]


                                By:
                                    ---------------------------------------
                                    Authorized Signature


<PAGE>   97

                                                                       EXHIBIT C


                            Form of Certificate to Be
                          Delivered in Connection with
                    Transfers to Non-QIB Accredited Investors


The Bank of New York
101 Barclay Street
21 West
New York, NY  10286
Attention:  Corporate Trust Trustee Administration

Nextel International, Inc.
10700 Parkridge Blvd.
Suite 600
Reston, Virginia  20191
Attention:  President

                     Re: Nextel International, Inc.  (the "Company")
                         12 3/4% Senior Serial Notes due 2010 (the "Notes")

Dear Sirs:

              In connection with our proposed purchase of $ ____________
aggregate principal amount of the Notes, we confirm that:

              1.     We understand that any subsequent transfer of the Notes is
       subject to certain restrictions and conditions set forth in the Indenture
       dated as of August 1, 2000, relating to the Notes (the "Indenture") and
       the undersigned agrees to be bound by, and not to resell, pledge or
       otherwise transfer the Notes except in compliance with, such restrictions
       and conditions and the Securities Act of 1933, as amended (the
       "Securities Act").

              2.     We understand that the offer and sale of the Notes have not
       been registered under the Securities Act, and that the Notes may not be
       offered or sold except as permitted in the following sentence. We agree,
       on our own behalf and on behalf of any accounts for which we are acting
       as hereinafter stated, that if we should sell any Notes, we will do so
       only (A) to the Company or any subsidiary thereof, (B) in accordance with
       Rule 144A under the Securities Act to a "qualified institutional buyer"
       (as defined therein), (C) to an institutional "accredited investor" (as
       defined below) that, prior to such transfer, furnishes (or has furnished
       on its behalf by a U.S. broker-dealer) to you and to the Company a signed
       letter substantially in the form of this letter, (D) outside the United
       States in accordance with Rule 904 of Regulation S under the Securities
       Act,


<PAGE>   98

       (E) pursuant to the exemption from registration provided by Rule 144
       under the Securities Act, or (F) pursuant to an effective registration
       statement under the Securities Act, and we further agree to provide to
       any person purchasing any of the Notes from us a notice advising such
       purchaser that resales of the Notes are restricted as stated herein.

              3.     We understand that, on any proposed resale of any Notes, we
       will be required to furnish to you and the Company such certifications,
       legal opinions and other information as you and the Company may
       reasonably require to confirm that the proposed sale complies with the
       foregoing restrictions. We further understand that the Notes purchased by
       us will bear a legend to the foregoing effect.

              4.     We are an institutional "accredited investor" (as defined
       in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
       Act) and have such knowledge and experience in financial and business
       matters as to be capable of evaluating the merits and risks of our
       investment in the Notes, and we and any accounts for which we are acting
       are each able to bear the economic risk of our or its investment.

              5.    We are acquiring the Notes purchased by us for our own
       account or for one or more accounts (each of which is an institutional
       "accredited investor") as to each of which we exercise sole investment
       discretion.

              You and the Company are entitled to rely upon this letter and are
       irrevocably authorized to produce this letter or a copy hereof to any
       interested party in any administrative or legal proceedings or official
       inquiry with respect to the matters covered hereby.

                                            Very truly yours,

                                            [Name of Transferee]


                                            By:
                                               -------------------------------
                                            Authorized Signature


                                      C-2
<PAGE>   99


                                                                       EXHIBIT D



                       Form of Certificate to Be Delivered
                          in Connection with Transfers
                            Pursuant to Regulation S


The Bank of New York
101 Barclay Street
21 West
New York, New York  10286
Attention:  Corporate Trust Trustee Administration

Nextel International, Inc.
10700 Parkridge Blvd.
Suite 600
Reston, Virginia  20191
Attention:  President

                     Re: Nextel International, Inc.  (the "Company")
                         12 3/4% Senior Serial Notes due 2010 (the "Notes")

Dear Sirs:

              In connection with our proposed sale of U.S.$ ________ aggregate
principal amount of the Notes, we confirm that such sale has been effected
pursuant to and in accordance with Regulation S under the Securities Act of
1933, as amended, and, accordingly, we represent that:

              (1)    the offer of the Notes was not made to a person in the
       United States;

              (2)    at the time the buy order was originated, the transferee
       was outside the United States or we and any person acting on our behalf
       reasonably believed that the transferee was outside the United States;

              (3)    no directed selling efforts have been made by us in the
       United States in contravention of the requirements of Rule 903(b) or Rule
       904(b) of Regulation S, as applicable; and

              (4)    the transaction is not part of a plan or scheme to evade
       the registration requirements of the U.S. Securities Act of 1933.

              You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or



<PAGE>   100

legal proceedings or official inquiry with respect to the matters covered
hereby. Terms used in this certificate have the meanings set forth in Regulation
S.

                                           Very truly yours,

                                           [Name of Transferor]


                                           By:
                                              --------------------------------
                                                    Authorized Signature


                                      D-2