<PAGE>
                             Nextel Partners, Inc.
                                       to
                              The Bank of New York
                                    Trustee

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

                                   Indenture
                           Dated as of July 27, 2000

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

                           11% Senior Notes due 2010
<PAGE>
                             Nextel Partners, Inc.

               Reconciliation and tie between Trust Indenture Act
                of 1939 and Indenture, dated as of July 27, 2000

<TABLE>
<CAPTION>
TRUST INDENTURE ACT SECTION                                                INDENTURE SECTION
---------------------------                                                -----------------
<S>          <C>                                                           <C>
Section 310  (a)(1)......................................................  6.09
             (a)(2)......................................................  6.09
             (a)(3)......................................................  Not Applicable
             (a)(4)......................................................  Not Applicable
             (a)(5)......................................................  6.09
             (b).........................................................  6.08, 6.10
Section 311  (a).........................................................  6.13
             (b).........................................................  6.13
             (c).........................................................  6.13
Section 312  (a).........................................................  7.01, 7.02
             (b).........................................................  7.02(b)
             (c).........................................................  7.02(c)
Section 313  (a).........................................................  7.03
             (b).........................................................  7.03
             (c).........................................................  7.03
             (d).........................................................  7.03(b)
Section 314  (a)(1)-(3)..................................................  7.04
             (a)(4)......................................................  10.17
             (b).........................................................  Not Applicable
             (c)(1)......................................................  1.02, 4.01, 12.04
             (c)(2)......................................................  1.02, 4.01, 12.04
             (c)(3)......................................................  12.04
             (d).........................................................  Not Applicable
             (e).........................................................  1.02
Section 315  (a).........................................................  6.01, 6.03
             (b).........................................................  6.02
             (c).........................................................  6.01
             (d).........................................................  6.01
             (e).........................................................  5.14
Section 316  (a)(1)(A)...................................................  5.12
             (a)(1)(B)...................................................  5.13
             (a)(2)......................................................  Not Applicable
             (b).........................................................  5.08
             (c).........................................................  1.04
Section 317  (a)(1)......................................................  5.03
             (a)(2)......................................................  5.04
             (b).........................................................  10.03
Section 318  (a).........................................................  1.07
</TABLE>
<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                      PAGE
                                                                                    --------
<S>                   <C>                                                           <C>
ARTICLE 1.  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION...............      1
    Section 1.01.     Definitions.................................................      1
    Section 1.02.     Compliance Certificates and Opinions........................     26
    Section 1.03.     Form of Documents Delivered to Trustee......................     27
    Section 1.04.     Acts of Holders; Record Dates...............................     27
    Section 1.05.     Notices, etc., to Trustee and Company.......................     29
    Section 1.06.     Notice to Holders; Waiver...................................     29
    Section 1.07.     Conflict with Trust Indenture Act...........................     30
    Section 1.08.     Effect of Headings and Table of Contents....................     30
    Section 1.09.     Successors and Assigns......................................     30
    Section 1.10.     Separability Clause.........................................     30
    Section 1.11.     Benefits of Indenture.......................................     30
    Section 1.12.     Governing Law...............................................     30
    Section 1.13.     Legal Holidays..............................................     31
    Section 1.14.     No Recourse Against Others..................................     31

ARTICLE 2.  SECURITY FORMS........................................................     31
    Section 2.01.     Forms Generally.............................................     31
    Section 2.02.     Form of Face of Security....................................     32
    Section 2.03.     Form of Reverse of Security.................................     34
    Section 2.04.     Form of Trustee's Certificate of Authentication.............     40
    Section 2.05.     Restrictive Legends.........................................     40

ARTICLE 3.  THE SECURITIES........................................................     42
    Section 3.01.     Title and Terms.............................................     42
    Section 3.02.     Denominations...............................................     43
    Section 3.03.     Execution, Authentication, Delivery and Dating..............     43
    Section 3.04.     Temporary Securities........................................     43
    Section 3.05.     Registration, Registration of Transfer and Exchange.........     44
    Section 3.06.     Book-Entry Provisions for Global Security...................     45
    Section 3.07.     Special Transfer Provisions.................................     46
    Section 3.08.     Mutilated, Destroyed, Lost and Stolen Securities............     49
    Section 3.09.     Payment of Interest; Interest Rights Preserved..............     50
    Section 3.10.     Persons Deemed Owners.......................................     51
    Section 3.11.     Cancellation................................................     51
    Section 3.12.     Computation of Interest.....................................     51
    Section 3.13.     CUSIP, CINS and ISIN Numbers................................     51

ARTICLE 4.  SATISFACTION AND DISCHARGE............................................     52
    Section 4.01.     Satisfaction and Discharge of Indenture.....................     52
    Section 4.02.     Application of Trust Money..................................     53

ARTICLE 5.  REMEDIES..............................................................     53
    Section 5.01.     Events of Default...........................................     53
    Section 5.02.     Acceleration of Maturity; Rescission and Annulment..........     55
    Section 5.03.     Collection of Indebtedness and Suits for Enforcement by
                      Trustee.....................................................     56
    Section 5.04.     Trustee May File Proofs of Claim............................     56
    Section 5.05.     Trustee May Enforce Claims Without Possession of
                      Securities..................................................     57
    Section 5.06.     Application of Money Collected..............................     57
    Section 5.07.     Limitation on Suits.........................................     58
</TABLE>

                                       ii
<PAGE>

<TABLE>
<CAPTION>
                                                                                      PAGE
                                                                                    --------
<S>                   <C>                                                           <C>
    Section 5.08.     Unconditional Right of Holders to Receive Principal, Premium
                      and Interest................................................     58
    Section 5.09.     Restoration of Rights and Remedies..........................     58
    Section 5.10.     Rights and Remedies Cumulative..............................     59
    Section 5.11.     Delay or Omission Not Waiver................................     59
    Section 5.12.     Control by Holders..........................................     59
    Section 5.13.     Waiver of Past Defaults.....................................     59
    Section 5.14.     Undertaking for Costs.......................................     60
    Section 5.15.     Wavier of Stay of Extension Laws............................     60

ARTICLE 6.  THE TRUSTEE...........................................................     60
    Section 6.01.     Certain Duties and Responsibilities.........................     60
    Section 6.02.     Notice of Defaults..........................................     60
    Section 6.03.     Certain Rights of Trustee...................................     61
    Section 6.04.     Not Responsible for Recitals or Issuance of Securities......     62
    Section 6.05.     May Hold Securities.........................................     62
    Section 6.06.     Money Held in Trust.........................................     62
    Section 6.07.     Compensation and Reimbursement..............................     62
    Section 6.08.     Conflicting Interests.......................................     63
    Section 6.09.     Corporate Trustee Required; Eligibility.....................     63
    Section 6.10.     Resignation and Removal; Appointment of Successor...........     64
    Section 6.11.     Acceptance of Appointment by Successor......................     65
    Section 6.12.     Merger, Conversion, Consolidation or Succession to
                      Business....................................................     65
    Section 6.13.     Preferential Collection of Claims Against Company...........     65
    Section 6.14.     Appointment of Authenticating Agent.........................     66

ARTICLE 7.  HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY.....................     68
    Section 7.01.     Company to Furnish Trustee Names and Addresses of Holders...     68
    Section 7.02.     Preservation of Information; Communications to Holders......     68
    Section 7.03.     Reports by Trustee..........................................     68
    Section 7.04.     Reports by Company..........................................     69

ARTICLE 8.  CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE..................     69
    Section 8.01.     Company May Consolidate, Etc. Only on Certain Terms.........     69
    Section 8.02.     Successor Substituted.......................................     70

ARTICLE 9.  SUPPLEMENTAL INDENTURES...............................................     70
    Section 9.01.     Supplemental Indentures Without Consent of Holders..........     70
    Section 9.02.     Supplemental Indenture With Consent of Holders..............     71
    Section 9.03.     Execution of Supplemental Indentures........................     72
    Section 9.04.     Effect of Supplemental Indentures...........................     72
    Section 9.05.     Conformity with Trust Indenture Act.........................     72
    Section 9.06.     Reference in Securities to Supplemental Indentures..........     72

ARTICLE 10.  COVENANTS............................................................     73
    Section 10.01.    Payment of Principal, Premium and Interest..................     73
    Section 10.02.    Maintenance of Office or Agency.............................     73
    Section 10.03.    Money for Security Payments to be Held in Trust.............     73
    Section 10.04.    Existence...................................................     74
    Section 10.05.    Maintenance of Properties...................................     74
    Section 10.06.    Payment of Taxes and Other Claims...........................     75
    Section 10.07.    Maintenance of Insurance....................................     75
</TABLE>

                                      iii
<PAGE>

<TABLE>
<CAPTION>
                                                                                      PAGE
                                                                                    --------
<S>                   <C>                                                           <C>
    Section 10.08.    Limitation on Consolidated Debt.............................     75
    Section 10.09.    Limitation on Restricted Payments...........................     75
    Section 10.10.    Restricted Subsidiaries.....................................     79
    Section 10.11.    Transactions with Affiliates................................     80
    Section 10.12.    Liens.......................................................     80
    Section 10.13.    Change of Control...........................................     80
    Section 10.14.    Dividend and Other Payment Restrictions Affecting
                      Subsidiaries................................................     81
    Section 10.15.    Activities of the Company and Restricted Subsidiaries.......     82
    Section 10.16.    Provision of Financial Information..........................     82
    Section 10.17.    Statement by Officers as to Default: Compliance
                      Certificates................................................     82
    Section 10.18.    Waiver of Certain Covenants.................................     82
    Section 10.19.    Limitation on Issuances and Sales of Equity Interests in
                      Wholly Owned Subsidiaries...................................     83
    Section 10.20.    Payments for Consent........................................     83
    Section 10.21.    Asset Sales.................................................     83

ARTICLE 11.  REDEMPTION OF SECURITIES.............................................     84
    Section 11.01.    Right of Redemption.........................................     84
    Section 11.02.    Applicability of Article....................................     85
    Section 11.03.    Election to Redeem; Notice to Trustee.......................     85
    Section 11.04.    Selection by Trustee of Securities to be Redeemed...........     85
    Section 11.05.    Notice of Redemption........................................     86
    Section 11.06.    Deposit of Redemption Price.................................     86
    Section 11.07.    Securities Payable on Redemption Date.......................     87
    Section 11.08.    Securities Redeemed in Part.................................     87

ARTICLE 12.  DEFEASANCE AND COVENANT DEFEASANCE...................................     87
    Section 12.01.    Company's Option to Effect Defeasance or Covenant
                      Defeasance..................................................     87
    Section 12.02.    Defeasance and Discharge....................................     87
    Section 12.03.    Covenant Defeasance.........................................     88
    Section 12.04.    Conditions to Defeasance or Covenant Defeasance.............     88
    Section 12.05.    Deposited Money and U.S. Government Obligations to be Held
                      in Trust; Miscellaneous provisions..........................     90
    Section 12.06.    Reinstatement...............................................     90
</TABLE>

<TABLE>
<S>        <C>
                               EXHIBITS

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

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

EXHIBIT C  Form of Certificate to Be Delivered in Connection with
           Transfers Pursuant to Regulation S
</TABLE>

                                       iv
<PAGE>
    INDENTURE, dated as of July 27, 2000, between Nextel Partners, Inc., a
Delaware corporation (herein called the "Company"), having its principal office
at 4500 Carillon Point, Kirkland, Washington 98033 and The Bank of New York, as
Trustee (herein called the "Trustee").

                            RECITALS OF THE COMPANY

    The Company has duly authorized the creation of an issue of its Senior Notes
due 2010 of substantially the tenor and amount hereinafter set forth, and to
provide therefor the Company has duly authorized the execution and delivery of
this Indenture.

    All things necessary to make the Securities, when executed by the Company
and authenticated and delivered hereunder and duly issued by the Company, the
valid obligations of the Company, and to make this Indenture a valid agreement
of the Company, in accordance with their and its terms, have been done.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE 1.

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

Section 1.01. DEFINITIONS.

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

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

        (2) all other terms used herein which are defined in the Trust Indenture
    Act, either directly or by reference therein, have the meanings assigned to
    them therein;

        (3) whenever this Indenture requires that a particular ratio or amount
    be calculated with respect to a specified period after giving effect to
    certain transactions or events on a PRO FORMA basis, such calculation will
    be made as if the transactions or events occurred on the first day of such
    period, unless otherwise specified herein, and all accounting terms not
    otherwise defined herein have the meanings assigned to them in accordance
    with generally accepted accounting principles (whether or not such is
    indicated herein), and, except as otherwise herein expressly provided, the
    term "generally accepted accounting principles" with respect to any
    computation required or permitted hereunder shall mean such accounting
    principles as are generally accepted at the date of such computation;

        (4) unless the context otherwise requires, any reference to an "Article"
    or a "Section" refers to an Article or Section, as the case may be, of this
    Indenture;

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

        (6) each reference herein to a rule or form of the Commission shall mean
    such rule or form and any rule or form successor thereto, in each case as
    amended from time to time.

    Certain terms, used principally in Article 6, are defined in that Article.

    Whenever this Indenture requires that a particular ratio or amount be
calculated with respect to a specified period after giving effect to certain
transactions or events on a PRO FORMA basis, such calculation shall be made as
if the transactions or events occurred on the first day of such period, unless
otherwise specified.
<PAGE>
    "Acquired Debt" means Debt of a Person (i) existing at the time such Person
becomes a Restricted Subsidiary or assumed by the Company or a Restricted
Subsidiary in connection with the acquisition of assets from such Person and
(ii) secured by a Lien encumbering any asset of such specified Person.

    "Act", when used with respect to any Holder, has the meaning specified in
Section 1.04.

    "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such Person. "Affiliate" shall be deemed to include, but only for
purposes of Section 10.11 and without limiting the application of the preceding
sentence for the purpose of such or any other Section, any Person owning,
directly or indirectly, (i) 10% or more of the Company's outstanding Common
Stock or (ii) securities having 10% or more of the total voting power of the
Company's Voting Stock. For the purposes of this definition, "control" when used
with respect to any specified Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing. No
individual shall be deemed to be controlled by or under common control with any
specified Person solely by virtue of his or her status as an employee or officer
of such specified Person or of any other Person controlled by or under common
control with such specified Person.

    "Additional Securities" means up to $200.0 million aggregate principal
amount at Stated Maturity of Securities (other than the Initial Securities)
issued under this Indenture in accordance with Sections 3.03 and 10.08, as part
of the same series as the Initial Securities.

    "Agent Members" has the meaning provided in Section 3.06(a).

    "Annualized Operating Cash Flow" means, for any fiscal quarter, the
Operating Cash Flow for such fiscal quarter multiplied by four.

    "Asset Sale" means (i) the sale, lease, conveyance or other disposition of
any assets or rights (including, without limitation, by way of a sale and
leaseback) other than sales of inventory and obsolete equipment in the ordinary
course of business (provided that the sale, conveyance or other disposition of
all or substantially all of the assets of the Company and its Restricted
Subsidiaries taken as a whole will be governed by the provisions of
Section 10.13 and/or the provisions of Section 8.01 and not by the provisions of
Section 10.21), and (ii) the issue or sale by the Company or any of its
Restricted Subsidiaries of Capital Stock of any of the Company's Subsidiaries,
in the case of either clause (i) or (ii), whether in a single transaction or a
series of related transactions (a) that have a fair market value in excess of
$5.0 million or (b) for net proceeds in excess of $5.0 million. Notwithstanding
the foregoing, the following items shall not be deemed to be Asset Sales: (i) a
transfer of assets by the Company to a Wholly Owned Restricted Subsidiary or by
a Wholly Owned Restricted Subsidiary to the Company or to another Wholly Owned
Restricted Subsidiary, (ii) an issuance of Capital Stock by a Wholly Owned
Restricted Subsidiary to the Company or to another Wholly Owned Restricted
Subsidiary, (iii) a Restricted Payment that is permitted by Section 10.09,
(iv) Permitted Joint Ventures and (v) any License Exchange.

    "Authenticating Agent" means any Person authorized by the Trustee pursuant
to Section 6.14 hereof to act on behalf of the Trustee to authenticate
Securities.

    "Average Life" means, at any date of determination with respect to any Debt,
the quotient obtained by dividing (i) 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 and (b) the amount of such principal
payment by (ii) the sum of all such principal payments.

    "Beneficial Owner" means a beneficial owner as defined in Rules 13d-3 and
13d-5 under the Exchange Act (or any successor rules), including the provision
of such Rules that a person shall be deemed to have beneficial ownership of all
securities that such person has a right to acquire within 60 days, PROVIDED that
a person shall not be deemed a beneficial owner of, or to own beneficially, any
securities if

                                       2
<PAGE>
such beneficial ownership (1) arises solely as a result of a revocable proxy
delivered in response to a proxy or consent solicitation made pursuant to, and
in accordance with, the Exchange Act and the applicable rules and regulations
thereunder and (2) is not also then reportable on Schedule 13D (or any successor
schedule) under the Exchange Act.

    "Board of Directors" means the board of directors of the Company.

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

    "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in the Borough of Manhattan,
The City of New York are authorized or obligated by law or executive order to
close.

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

    "Capital Stock" of any Person means any and all shares, interests,
participations or other equivalents (however designated) of stock of, or other
ownership interests in, such Person.

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

        (a) any person or group of persons (as such term is used in
    Section 13(d)(3) of the Exchange Act and the regulations thereunder) other
    than a Permitted Holder is or becomes the Beneficial Owner, directly or
    indirectly, of more than 50% of the total Voting Stock or Total Common
    Equity of the Company; PROVIDED that no Change of Control shall be deemed to
    occur pursuant to this clause (a) if the person is a corporation with
    outstanding debt securities having a maturity at original issuance of at
    least one year and if such 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 such debt securities is under publicly
    announced consideration for possible downgrading by the applicable rating
    agency);

        (b) the Company consolidates with, or merges with or into, another
    Person other than a Permitted Holder or sells, assigns, conveys, transfers,
    leases or otherwise disposes of all or substantially all of its assets to
    any Person other than a Permitted Holder, or any Person other than a
    Permitted Holder consolidates with, or merges with or into, the Company, in
    any such event pursuant to a transaction in which the outstanding Voting
    Stock of the Company is converted into or exchanged for cash, securities or
    other property, other than any such transaction where (i) the outstanding
    Voting Stock of the Company is converted into or exchanged for (1) Voting
    Stock (other than Redeemable Stock) of the surviving or transferee Person or
    (2) cash, securities and other property in an amount which could be paid by
    the Company as a Restricted Payment under this Indenture and
    (ii) immediately after such transaction no person or group of persons (as
    such term is used in Section 13(d)(3) of the Exchange Act and the
    regulations thereunder) is the Beneficial Owner, directly or indirectly, of
    more than 50% of the total Voting Stock or Total Common Equity of the
    surviving or transferee Person; PROVIDED that no Change of Control shall be
    deemed to occur pursuant to this clause (b), if the surviving or transferee
    Person or the person referred to in clause (b)(ii) is a

                                       3
<PAGE>
    corporation with outstanding debt securities having a maturity at original
    issuance of at least one year and if such 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 such debt securities is
    under publicly announced consideration for possible downgrading by the
    applicable rating agency);

        (c) during any consecutive two-year period, individuals who at the
    beginning of such period constituted the Board of Directors (together with
    (i) any directors who are members of the Board of Directors on the date
    hereof, (ii) any new directors whose election by such Board of Directors or
    whose nomination for election by the stockholders of the Company was
    approved by a vote of 66 2/3% of the directors then still in office who were
    either directors at the beginning of such period or whose election or
    nomination for election was previously so approved, and (iii) any new
    directors appointed or selected by a Permitted Holder, whether pursuant to a
    transaction of a type described in either of the preceding paragraphs
    (a) and (b), pursuant to a contractual right or pursuant to a right granted
    under the Company's certificate of incorporation or by-laws) cease for any
    reason to constitute a majority of the Board of Directors then in office; or

        (d) the adoption of a plan relating to the liquidation or dissolution of
    the Company.

    Any event that would constitute a Change of Control pursuant to clause (a)
or (b) above but for the proviso thereto shall not be deemed to be a Change of
Control until such time (if any) as the conditions described in such proviso
cease to have been met.

    "Closing Date" means the date on which the Securities are originally issued
hereunder.

    "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 the Company for that
purpose.

    "Code" means the Internal Revenue Code, as amended from time to time, and
the rules and regulations thereunder.

    "Committed Capital Contribution" means the irrevocable cash commitments
pursuant to those certain Subscription and Contribution Agreements by and among
the Company, Nextel WIP Corp., Motorola and the Cash Equity Investors (as
defined therein) as in effect on the date hereof.

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

                                       4
<PAGE>
    "Common Stock" of any Person means Capital Stock of such Person that does
not rank prior, as to the payment of dividends or as to the distribution of
assets upon any voluntary or involuntary liquidation, dissolution or winding up
of such Person, to shares of Capital Stock of any other class of such Person.

    "Company" means the Person named as the "Company" in the first paragraph of
this instrument until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture and thereafter "Company" shall mean such
successor Person.

    "Company Request" or "Company Order" means a written request or order signed
in the name of the Company by its Chairman of the Board, its President or a Vice
President, and by its Treasurer, an Assistant Treasurer, its Secretary or an
Assistant Secretary, and delivered to the Trustee.

    "Consolidated Debt" means the aggregate amount of Debt of the Company and
its Restricted Subsidiaries on a Consolidated basis, outstanding at the date of
determination.

    "Consolidated Debt to Annualized Operating Cash Flow Ratio" means, as at any
date of determination, the ratio of (i) Consolidated Debt to (ii) the Annualized
Operating Cash Flow of the Company for the most recently completed fiscal
quarter of the Company for which financial statements are available.

    "Consolidated Interest Expense" of any Person means, for any period,
(i) the aggregate interest expense and fees and other financing costs in respect
of Debt (including amortization of original issue discount and non-cash interest
payments and accruals), (ii) the interest component in respect of Capital Lease
Obligations and any deferred payment obligations of such Person and its
Restricted Subsidiaries, determined on a Consolidated basis in accordance with
generally accepted accounting principles, (iii) all commissions, discounts,
other fees and charges owed with respect to letters of credit and bankers'
acceptance financing and net costs (including amortizations of discounts)
associated with interest rate swap and similar agreements and with foreign
currency hedge, exchange and similar agreements and (iv) the product of (a) all
dividend payments, whether or not in cash, on any series of Preferred Capital
Stock of such Person or any of its Restricted Subsidiaries, other than dividend
payments on Capital Stock payable solely in Capital Stock of the Company (other
than Redeemable Stock) or to the Company or a Restricted Subsidiary of the
Company, times (b) a fraction, the numerator of which is one and the denominator
of which is one minus the then current combined federal, state and local
statutory tax rate of such Person, expressed as a decimal, in each case, on a
Consolidated basis in accordance with generally accepted accounting principles.

    "Consolidated Net Income" and "Consolidated Net Loss" mean, for any period,
the net income or net loss, as the case may be, of the Company and its
Restricted Subsidiaries for such period, all as determined on a Consolidated
basis in accordance with generally accepted accounting principles, adjusted, to
the extent included in calculating such net income or net loss, as the case may
be, by excluding without duplication (a) any after-tax gain or loss attributable
to the sale, conversion or other disposition of assets other than in the
ordinary course of business, (b) any after-tax gains resulting from the write-up
of assets and any loss resulting from the write-down of assets, (c) any
after-tax gain or loss on the repurchase or redemption of any securities
(including in connection with the early retirement or defeasance of any Debt),
(d) any foreign exchange gain or loss, (e) all payments in respect of dividends
on shares of Preferred Capital Stock of the Company, (f) any other
extraordinary, non-recurring or unusual items incurred by the Company or any of
its Restricted Subsidiaries, (g) the net income (or loss) of any Person acquired
by the Company or any Restricted Subsidiary in a pooling-of-interests
transaction for any period prior to the date of such transaction, (h) all income
or losses of Unrestricted Subsidiaries and Persons (other than Subsidiaries)
accounted for by the Company using the equity method of accounting and (i) the
net income (but not net loss) of any Restricted Subsidiary which is subject to
any judgment, decree, order or governmental regulation which prevent the payment
of dividends or the making of distributions to the Company but only to the
extent of such restrictions.

                                       5
<PAGE>
    "Consolidated Net Income (Loss)" means, for any period, the Company's
Consolidated Net Income or Consolidated Net Loss for such period, as applicable.

    "Consolidated Net Worth" of any Person means the consolidated stockholders'
equity of such Person, determined on a consolidated basis in accordance with
generally accepted accounting principles, less amounts attributable to
Redeemable Stock of such Person; PROVIDED that, with respect to the Company, no
effect shall be given to adjustments following the Closing Date to the
accounting books and records of the Company in accordance with Accounting
Principles Board Opinions Nos. 16 and 17 (or successor opinions thereto) or
otherwise resulting from the acquisition of control of the Company by another
Person.

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

    "Corporate Trust Office" means the principal office of the Trustee at which
at any particular time its corporate trust business shall be administered, which
address as of the Closing Date is located at 101 Barclay Street, New York, New
York 10286, Attention: Corporate Trust Administration.

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

    "Covenant Defeasance" has the meaning specified in Section 12.03.

    "Credit Facility" means any credit facility (whether a term or revolving
type or both, including New Credit Facility) or letter of credit facility of the
type customarily entered into with banks or Hedging Agreement (as defined),
between the Company and/or any of its Restricted Subsidiaries, on the one hand,
and any banks or other lenders or affiliates thereof, on the other hand (and any
renewals, refundings, extensions or replacements of any such credit facility),
which credit facility is designated by the Company as a "Credit Facility" for
purposes of this Indenture and shall include all such credit facilities in
existence on the Closing Date whether or not so designated.

    "Debt" means (without duplication), with respect to any Person, whether
recourse is to all or a portion of the assets of such Person and whether or not
contingent, (i) every obligation of such Person for money borrowed, including
without limitation, in each case, premium, interest (including interest accruing
subsequent to the filing of, or which would have accrued but for the filing of,
a petition for bankruptcy, whether or not such interest is an allowable claim in
such bankruptcy proceeding), fees and expenses relating thereto, (ii) every
obligation of such Person evidenced by bonds, debentures, notes or other similar
instruments, including obligations Incurred in connection with the acquisition
of property, assets or businesses, (iii) every reimbursement obligation of such
Person with respect to letters of credit, bankers' acceptances or similar
facilities issued for the account of such Person, (iv) every obligation of such
Person issued or assumed as the deferred purchase price of property or services
(but excluding trade accounts payable or accrued liabilities arising in the
ordinary course of business which are not overdue or which are being contested
in good faith), (v) every Capital Lease Obligation of such Person, (vi) the
maximum fixed redemption or repurchase price of Redeemable Stock of such Person
at the time of determination plus accrued but unpaid dividends, (vii) every
obligation of such Person under interest rate swap or similar agreements or
foreign currency hedge, exchange or similar agreements of such Person
(collectively, "Hedging Agreements"), and (viii) every obligation of the type
referred to in clauses (i) through (vii) of another Person and all dividends of
another Person the payment of which, in either case, such Person has Guaranteed
or is liable, directly or indirectly, as obligor, Guarantor or otherwise. The
amount of Debt of any Person issued with original issue discount is the face
amount of such Debt less the unamortized portion of the original issue discount
of such Debt at the time of its issuance as determined in conformity with
generally accepted accounting principles, and money borrowed at the time of the
Incurrence of any Debt

                                       6
<PAGE>
in order to pre-fund the payment of interest on such Debt shall be deemed not to
be Debt. The amount of Debt represented by an obligation under an agreement
referred to in clause (vii) shall be equal to (x) zero if such obligation has
been Incurred under clause (v)(B) of the definition of Permitted Debt and
(y) the notional amount of such obligation if it is not so Incurred.

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

    "Default Amount" has the meaning specified in Section 5.02.

    "Defaulted Interest" has the meaning specified in Section 3.09.

    "Defeasance" has the meaning specified in Section 12.02.

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

    "Directed Investment" by the Company or any of its Restricted Subsidiaries
means any Investment for which the cash or property used for such Investment is
received by the Company from the issuance and sale (other than to a Restricted
Subsidiary) on or after February 24, 2000 of shares of its Capital Stock (other
than any of the Preferred Stock), or any options, warrants or other rights to
purchase such Capital Stock (other than any of the Preferred Stock) designated
by the Board of Directors as a "Directed Investment" to be used for one or more
specified investments in the telecommunications business (including related
activities and services) and is so designated and used at any time within
365 days after the receipt thereof; PROVIDED that the aggregate amount of any
such Directed Investments may not at any time exceed fifty percent (50%) of the
aggregate amount of such cash or property received by the Company on or after
the date hereof from any such issuance and sale or capital contribution; and
PROVIDED FURTHER that any proceeds from any such issuance or sale may not be
used for such an Investment if such proceeds were, prior to being designated for
use as a Directed Investment, used to make a Restricted Payment.

    "Disinterested Director" means, with respect to any proposed transaction
between the Company and an Affiliate thereof, a member of the Board of Directors
who is not an officer or employee of the Company, would not be a party to, or
have a financial interest in, such transaction and is not an officer, director
or employee of, and does not have a financial interest in, such Affiliate. For
purposes of this definition, no person would be deemed not to be a Disinterested
Director solely because such person holds Capital Stock of the Company.

    "DLJMB" means DLJ Merchant Banking Partners II, L.P. and its Affiliates.

    "Event of Default" has the meaning specified in Section 5.01.

    "Exchange Securities" means the new securities of the Company containing
terms identical to the Securities initially issued hereunder (except that such
Securities shall have been registered under the Securities Act) that are issued
and exchanged for the Securities pursuant to the Registration Rights Agreement.

    "Exchange Act" refers to the Securities Exchange Act of 1934 and any statute
successor thereto, in each case as amended from time to time.

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

    "Fair Market Value" means, for purposes of clause (i) of Section 10.08, 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 (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

                                       7
<PAGE>
sale of Capital Stock and (y) in the event the aggregate Fair Market Value of
any other property received by the Company exceeds $10 million, the Fair Market
Value of such property shall be determined in good faith by the Board of
Directors, including a majority of the Disinterested Directors who are then
members of such Board of Directors, which determination shall be conclusive if
evidenced by a Board Resolution.

    "FCC" means the Federal Communications Commission.

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

    "Guarantee" by any Person means any obligation, contingent or otherwise, of
such Person guaranteeing any Debt of any other Person (the "primary obligor") in
any manner, whether directly or indirectly, and including any obligation of such
Person, (i) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Debt or to purchase (or to advance or supply funds for the
purchase of) any security for the payment of such Debt, (ii) to purchase
property, securities or services for the purpose of assuring the holder of such
Debt of the payment of such Debt, or (iii) to maintain working capital, equity
capital or other financial statement condition or liquidity of the primary
obligor so as to enable the primary obligor to pay such Debt (and "Guaranteed",
"Guaranteeing" and "Guarantor" shall have meanings correlative to the
foregoing); PROVIDED, HOWEVER, that the Guarantee by any Person shall not
include endorsements by such Person for collection or deposit, in either case,
in the ordinary course of business.

    "Holder" means a Person in whose name a Security is registered in the
Security Register.

    "Incur" means, with respect to any Debt or other obligation of any Person,
to create, issue, incur (by conversion, exchange or otherwise), assume (pursuant
to a merger, consolidation, acquisition or other transaction), Guarantee or
otherwise become liable in respect of such Debt or other obligation or the
recording, as required pursuant to generally accepted accounting principles or
otherwise, of any such Debt or other obligation on the balance sheet of such
Person (and "Incurrence" and "Incurred" shall have meanings correlative to the
foregoing); PROVIDED, HOWEVER, that a change in generally accepted accounting
principles that results in an obligation of such Person that exists at such time
becoming Debt shall not be deemed an Incurrence of such Debt; PROVIDED FURTHER,
HOWEVER, that the accretion of original issue discount on Debt shall not be
deemed to be an Incurrence of Debt. Debt otherwise Incurred by a Person before
it becomes a Subsidiary of the Company shall be deemed to have been Incurred at
the time it becomes such a Subsidiary.

    "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, including, for
all purposes of this instrument and any such supplemental indenture, the
provisions of the Trust Indenture Act that are deemed to be a part of and govern
this instrument and any such supplemental indenture, respectively.

    "Initial Securities" means the first $200,000,000 aggregate principal amount
at Stated Maturity of Securities issued under this Indenture on the date hereof.

    "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 the Stated Maturity of an installment of
interest on the Securities.

    "Investment" by any Person means any direct or indirect loan, advance or
other extension of credit or capital contribution to (by means of transfers of
cash or other property to others or payments for property or services for the
account or use of others, or otherwise), or purchase or acquisition of Capital
Stock, bonds, notes, debentures or other securities or evidence of Debt issued
by, any other Person or the designation of a Subsidiary as an Unrestricted
Subsidiary; PROVIDED that a transaction will not be an Investment to the extent
it involves (i) the issuance or sale by the Company of its Capital Stock (other
than Redeemable Stock), including options, warrants or other rights to acquire
such Capital Stock (other than Redeemable Stock), (ii) a transfer, assignment or
contribution by the Company of shares of Capital Stock

                                       8
<PAGE>
(or any options, warrants or rights to acquire Capital Stock), or all or
substantially all of the assets of, any Unrestricted Subsidiary of the Company
to another Unrestricted Subsidiary of the Company or (iii) extensions of trade
credit by the Company and its Restricted Subsidiaries on commercially reasonable
terms in the ordinary course of business and consistent with their normal
practice.

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

    "Itemized Executive" means any of the following individuals: (i) John
Chapple; (ii) John Thompson; (iii) David Thaler; (iv) David Aas; (v) Perry
Satterlee; and (vi) Mark Fanning.

    "License Exchange" means (A) any exchange of Licenses between the Company
and Nextel Communications, Inc. or any Affiliates of Nextel
Communications, Inc. which the Board of Directors of the Company determines in
good faith, on the date of such exchange, are, in the aggregate, of at least
equivalent value; PROVIDED, HOWEVER, that the aggregate value of all such
balances exchanged pursuant to this clause (A) shall not exceed $25.0 million,
or (B) any transaction pursuant to which the Company transfers certain of its
Licenses to Nextel Communications, Inc. or any Affiliates of Nextel
Communications, Inc. in exchange for Licenses from a third party, the purchase
price for which was funded by Nextel or any Affiliates of Nextel
Communications, Inc.; PROVIDED, HOWEVER that the aggregate value of all such
Licenses exchanged pursuant to this clause (B) shall not exceed $25.0 million.

    "Licenses" means SMR licenses granted by the FCC that entitle the holder to
use the radio channels covered thereby, subject to compliance with FCC rules and
regulations, in connection with its SMR business.

    "Lien" means, with respect to any property or assets, any mortgage or deed
of trust, pledge, hypothecation, assignment, deposit arrangement, security
interest, lien, charge, easement, encumbrance, preference, priority or other
security agreement or preferential arrangement of any kind or nature whatsoever
on or with respect to such property or assets (including any conditional sale or
other title retention agreement having substantially the same economic effect as
any of the foregoing).

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

    "Marketable Securities" means:

        (1) securities either issued directly or fully guaranteed or insured by
    the government of the United States of America or any agency or
    instrumentality thereof having maturities of not more than one year;

        (2) time deposits and certificates of deposit, having maturities of not
    more than six months from the date of deposit, of any domestic commercial
    bank having capital and surplus in excess of $500 million and having
    outstanding long-term debt rated A or better (or the equivalent thereof) by
    S&P or Aaa or better (or the equivalent thereof) by Moody's;

        (3) commercial paper rated A-1 or the equivalent thereof by S&P or P-1
    or the equivalent thereof by Moody's, and in each case maturing within one
    year;

        (4)  repurchase obligations with a term of not more than 30 days for
    underlying securities of the types described in clause (1) above; and

        (5)  investments in money market funds substantially all of whose assets
    comprise securities of the types described in clauses (1) through (4).

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

                                       9
<PAGE>
    "Memorandum" means the offering memorandum dated February 29, 2000 in
connection with the offering of the Securities.

    "Moody's" means Moody's Investors Service, Inc. or, if Moody's Investors
Service, Inc. shall cease rating debt securities having a maturity at original
issuance of at least one year and such ratings business shall have been
transferred to a successor Person, such successor Person; PROVIDED, HOWEVER,
that if Moody's Investors Service, Inc. ceases rating debt securities having a
maturity at original issuance of at least one year and its ratings business with
respect thereto shall not have been transferred to any successor Person, then
"Moody's" shall mean any other national recognized rating agency (other than
S&P) that rates debt securities having a maturity at original issuance of at
least one year and that shall have been designated by the Company by a written
notice given to the Trustee.

    "Net Proceeds" means the aggregate cash proceeds received by the Company or
any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of (a) the direct costs
relating to such Asset Sale (including, without limitation, legal, accounting,
appraisal, investment banking fees, and sales and brokerage commissions),
(b) any relocation expenses incurred as a result thereof, (c) taxes paid or
payable as a result thereof, (d) amounts required to be applied to the repayment
of Debt secured by a Lien on the asset or assets that were the subject of such
Asset Sale, (e) amounts required to be paid in order to obtain a necessary
consent to such Asset Sale, (f) distributions made to minority interest holders,
based on their pro rata ownership, in Subsidiaries or Permitted Joint Ventures
of such Person as a result of an Asset Sale by such Subsidiaries or Permitted
Joint Ventures, and (g) appropriate amounts to be provided by such Person or any
Subsidiary thereof, as the case may be, as a reserve in accordance with
generally accepted accounting principles against any liabilities associated with
such assets that are subject thereof, as the case may be, after such Asset Sale,
including liabilities under any indemnification obligations and severance and
other employee termination costs associated with such Asset Sale, in each case,
as conclusively determined by the board of directors of such Person.

    "New Credit Facility" means that certain credit agreement, dated as of
January 29, 1999, as amended and restated in September 1999, by and among a
subsidiary of the Company and a syndicate of banks and other financial
institutions led by Donaldson, Lufkin & Jenrette Securities Corporation, as
arranger, DLJ Capital Funding, as syndication agent and the Bank of Montreal, as
administrative agent, governing a $175.0 million term loan facility, a
$150 million term loan facility and a $100.0 million revolving credit facility,
and Hedging Agreements with Persons that were lenders under the New Credit
Facility (or were affiliates of such lenders) at the time such Hedging
Agreements were entered into, including any related notes, guarantees,
collateral documents, instruments and agreements executed in connection
therewith, as such credit agreement, Hedging Agreements and/or related documents
may be amended, restated, supplemented, renewed, replaced or otherwise modified
from time to time whether or not with the same agent or lenders and irrespective
of any changes in the terms and conditions thereof.

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

    "Notice of Default" means a written notice of the kind specified in
Section 5.01(5).

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

    "Offer to Purchase" means a written offer (the "Offer") sent by the Company
by first class mail, postage prepaid, to each Holder at his address appearing in
the Security Register on the date of the Offer offering to purchase the
Securities at the purchase price specified in such Offer (as determined pursuant
to this Indenture). Unless otherwise required by applicable law, the Offer shall
specify an expiration date (the "Expiration Date") of the Offer to Purchase
which shall be, subject to any contrary requirements of applicable law, not less
than 30 days or more than 45 days after the date of such Offer and a settlement
date (the "Purchase Date") for purchase of Securities within five Business Days
after the Expiration Date. The Company shall notify the Trustee at least
15 days (or such shorter period as is acceptable to the

                                       10
<PAGE>
Trustee) prior to the mailing of the Offer of the Company's obligation to make
an Offer to Purchase, and the Offer shall be mailed by the Company or, at the
Company's request, by the Trustee, in the name and at the expense of the
Company. The Offer shall contain information concerning the business of the
Company and its Subsidiaries which, at a minimum, shall include (i) the most
recent annual and quarterly financial statements and "Management's Discussion
and Analysis of Financial Condition and Results of Operations" contained in the
documents required to be filed with the Trustee pursuant to this Indenture
(which requirements may be satisfied by delivery of such documents together with
the Offer), (ii) a description of material developments in the Company's
business subsequent to the date of the latest of such financial statements
referred to in clause (i) (including a description of the events requiring the
Company to make the Offer to Purchase), (iii) if required under applicable law,
PRO FORMA financial information concerning, among other things, the Offer to
Purchase and the events requiring the Company to make the Offer to Purchase and
(iv) any other information required by applicable law to be included therein.
The Offer shall contain all instructions and materials necessary to enable such
Holders to tender their Securities pursuant to the Offer to Purchase. The Offer
shall also state:

        (1)  the section of this Indenture pursuant to which the Offer to
    Purchase is being made;

        (2)  the Expiration Date and the Purchase Date;

        (3)  the aggregate principal amount at Stated Maturity of the
    Outstanding Securities offered to be purchased by the Company pursuant to
    the Offer to Purchase (the "Purchase Amount");

        (4)  the purchase price to be paid by the Company for each $1,000
    principal amount at Stated Maturity of Securities accepted for payment (as
    specified pursuant to this Indenture) (the "Purchase Price");

        (5)  that the Holder may tender all or any portion of the Securities
    registered in the name of such Holder and that any portion of Securities
    tendered must be tendered in an integral multiple of $1,000 of principal
    amount at Stated Maturity;

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

        (7)  that interest, if any, on any Securities not tendered or tendered
    but not purchased by the Company pursuant to the Offer to Purchase will
    continue to accrue;

        (8)  that on the Purchase Date the Purchase Price will become due and
    payable upon each Security being accepted for payment pursuant to the Offer
    to Purchase;

        (9)  that each Holder electing to tender Securities pursuant to the
    Offer to Purchase will be required to surrender such Securities at the place
    or places the Company or the Trustee so requires, duly endorsed by, or
    accompanied by a written instrument of transfer in form satisfactory to the
    Company and the Trustee duly executed by the Holder thereof or his attorney
    duly authorized in writing;

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

        (11)  that the Company shall purchase all such Securities duly tendered
    and not withdrawn pursuant to the Offer to Purchase, and

        (12)  that in the case of any Holder whose Securities are purchased only
    in part, the Company shall execute, and the Trustee shall authenticate and
    deliver to the Holder of such Securities without service charge, new
    Securities of any authorized denomination as requested by such Holder, in an

                                       11
<PAGE>
    aggregate principal amount at Stated Maturity equal to and in exchange for
    the unpurchased portion of the aggregate principal amount at Stated Maturity
    of the Securities so tendered.

    Any Offer to Purchase shall be governed by and effected in accordance with
the Offer for such Offer to Purchase.

    "Officers' Certificate" means a certificate signed by the Chairman of the
Board, the President or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Company, and
delivered to the Trustee. One of the officers signing an Officers' Certificate
given pursuant to Section 10.17 shall be the principal executive, financial or
accounting officer of the Company.

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

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

    "Operating Cash Flow" means, for any fiscal quarter, (i) the Company's
Consolidated Net Income (Loss) plus depreciation, amortization and other
non-cash charges in respect thereof for such fiscal quarter, plus (ii) all
amounts deducted in calculating Consolidated Net Income (Loss) for such fiscal
quarter in respect of Consolidated Interest Expense, and all income taxes,
whether or not deferred, applicable to such income period, all as determined on
a Consolidated basis in accordance with generally accepted accounting
principles. For purposes of calculating Operating Cash Flow for the fiscal
quarter most recently completed for which financial statements are available
prior to any date on which an action is taken that requires a calculation of the
Operating Cash Flow to Consolidated Interest Expense Ratio or Consolidated Debt
to Annualized Operating Cash Flow Ratio, (1) any Person that is a Restricted
Subsidiary on such date (or would become a Restricted Subsidiary in connection
with the transaction that requires the determination of such ratio) will be
deemed to have been a Restricted Subsidiary at all times during such fiscal
quarter, (2) any Person that is not a Restricted Subsidiary on such date (or
would cease to be a Restricted Subsidiary in connection with the transaction
that requires the determination of such ratio) will be deemed not to have been a
Restricted Subsidiary at any time during such fiscal quarter and (3) if the
Company or any Restricted Subsidiary shall have in any manner acquired
(including through commencement of activities constituting such operating
business) or disposed (including through termination or discontinuance of
activities constituting such operating business) of any operating business
during or subsequent to the most recently completed fiscal quarter, such
calculation will be made on a PRO FORMA basis on the assumption that such
acquisition or disposition had been completed on the first day of such completed
fiscal quarter and may give effect to projected quantifiable improvements in
operating results (on a annualized basis) due to cost reductions calculated in
accordance with Regulation S-X of the Securities Act and evidenced by (A) in the
case of cost reductions of less than $10.0 million, an Officers' Certificate
delivered to the Trustee and (B) in the case of cost reductions of
$10.0 million or more, a resolution of the Board of Directors set forth in an
Officers' Certificate delivered to the Trustee.

    "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for the Company.

    "Outstanding", when used with respect to Securities, means, as of the date
of determination, all Securities theretofore authenticated and delivered under
this Indenture, EXCEPT:

        (i)  Securities theretofore canceled by the Trustee or delivered to the
    Trustee for cancellation;

        (ii)  Securities for whose payment or redemption money in the necessary
    amount has been theretofore deposited with the Trustee or any Paying Agent
    (other than the Company) in trust or set aside and segregated in trust by
    the Company (if the Company shall act as its own Paying Agent) for the
    Holders of such Securities; PROVIDED that, if such Securities are to be
    redeemed, notice of such redemption has been duly given pursuant to this
    Indenture or provision therefor satisfactory to the Trustee has been made;

        (iii)  Securities which have been paid pursuant to Section 3.08 or in
    exchange for or in lieu of which other Securities have been authenticated
    and delivered pursuant to this Indenture, other than

                                       12
<PAGE>
    any such Securities in respect of which there shall have been presented to
    the Trustee proof satisfactory to it that such Securities are held by a bona
    fide purchaser in whose hands such Securities are valid obligations of the
    Company; and

        (iv)  Securities as to which Defeasance has been effected pursuant to
    Section 12.02;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, Securities owned by the Company or any other
obligor upon the Securities 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, waiver or other
action, only Securities which the a Responsible Officer of the Trustee actually
knows to be so owned shall be so disregarded. Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.

    "PARI PASSU", when used with respect to the ranking of any Debt of any
Person in relation to other Debt of such Person, means that each such Debt
(a) either (i) is not subordinated in right of payment to any other Debt of such
Person or (ii) is subordinate in right of payment to the same Debt of such
Person as is the other and is so subordinate to the same extent and (b) is not
subordinate in right of payment to the other or to any Debt of such Person as to
which the other is not so subordinate.

    "Paying Agent" means any Person authorized by the Company to pay the
principal of (and premium, if any) or interest on any Securities on behalf of
the Company.

    "Permitted Debt" means:

        (i)  any Debt (including Guarantees thereof) outstanding on the Closing
    Date (including the Securities issued on the Closing Date) and any accretion
    of original issue discount and accrual of interest with respect to such
    Debt;

        (ii)  any additional Debt outstanding under a Credit Facility in
    aggregate principal amount at any one time outstanding under this
    clause (ii) not to exceed $325.0 million in aggregate for all such Credit
    Facilities, LESS permanent repayments of Debt under such Credit Facilities
    made by the Company or any of its Restricted Subsidiaries pursuant to
    Section 10.21;

        (iii)  any Vendor Financing Debt in an aggregate principal amount
    outstanding at any time not to exceed $100.0 million;

        (iv)  Debt (A) to the Company or (B) to any Restricted Subsidiary;
    PROVIDED that any event which results in any such Restricted Subsidiary
    ceasing to be a Restricted Subsidiary or any subsequent transfer of such
    Debt (other than to the Company or another Restricted Subsidiary) shall be
    deemed, in each case, to constitute an Incurrence of such Debt not permitted
    by this clause (iv);

        (v)  Debt (A) in respect of performance, surety or appeal bonds or
    bankers' acceptances provided in the ordinary course of business, (B) under
    foreign currency hedge, foreign currency exchange, interest rate swap or
    similar agreements; PROVIDED that such agreements (a) are designed solely to
    protect the Company or its Restricted Subsidiaries against fluctuations in
    foreign currency exchange rates or interest rates and (b) do not increase
    the Debt 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 Subsidiary pursuant to such agreements, in any
    case Incurred in connection with the

                                       13
<PAGE>
    disposition of any business, assets or Restricted Subsidiary (other than
    Guarantees of Debt Incurred by any Person acquiring all or any portion of
    such business, assets or Restricted Subsidiary for the purpose of financing
    such acquisition), in a principal amount not to exceed the gross proceeds
    actually received by the Company or any Restricted Subsidiary in connection
    with such disposition;

        (vi)  renewals, refundings or extensions of any Debt referred to in
    clause (i) or (iii) above or (viii) below or Incurred pursuant to
    clause (b) of Section 10.08 and any renewals, refundings or extensions
    thereof, plus (A) the amount of any premium reasonably determined by the
    Company as necessary to accomplish such renewal, refunding or extension and
    (B) such other fees and expenses of the Company reasonably incurred in
    connection with the renewal, refunding or extension, PROVIDED that such
    renewal, refunding or extension shall constitute Permitted Debt only (a) to
    the extent that it does not result in an increase in the aggregate principal
    amount (or, if such Debt provides for an amount less than the principal
    amount thereof to be due and payable upon a declaration of acceleration of
    the maturity thereof, in an amount not greater than such lesser amount) of
    such Debt (except as permitted by clause (A) or (B) above), and (b) to the
    extent such renewed, refunded or extended Debt does not have a mandatory
    redemption date prior to the mandatory redemption date of the Debt being
    renewed, refunded or extended or have an Average Life shorter than the
    remaining Average Life of the Debt being renewed, refunded or extended; and

        (vii)  Debt payable solely in, or mandatorily convertible into, Capital
    Stock (other than Redeemable Stock) of the Company;

        (viii)  all Exchange Securities issued pursuant to the terms of the
    Registration Rights Agreement for the Securities;

        (ix)  Debt (in addition to Debt permitted under clauses (i) through
    (viii) above) in an aggregate principal amount outstanding at any time not
    to exceed $50.0 million.

    In the event that an item of Indebtedness meets the criteria of more than
one of the types of Indebtedness specified in the above clauses (i) through
(ix), the Company shall have the right, at any time in its sole discretion, to
classify such item as one of the types and shall only be required to include
such item under the clause permitting such Indebtedness as so classified.

    "Permitted Distribution" of a Person means (x) the exchange by such Person
of Capital Stock (other than Redeemable Stock) for outstanding Capital Stock;
and (y) the redemption, repurchase, defeasance or other acquisition or
retirement for value of Debt of the Company that is subordinate in right of
payment to the Securities, in exchange for (including any such exchange pursuant
to the exercise of a conversion right or privilege in connection with which cash
is paid in lieu of the issuance of fractional shares or scrip), or out of the
proceeds of a substantially concurrent issue and sale (other than to a
Restricted Subsidiary) of, either (a) Capital Stock of the Company (other than
Redeemable Stock) or (b) Debt of the Company that is subordinate in right of
payment to the Securities on subordination terms no less favorable to the
Holders of the Securities in their capacities as such than the subordination
terms (or other arrangement) applicable to the Debt that is redeemed,
repurchased, defeased or otherwise acquired or retired for value, PROVIDED that,
in the case of this clause (b), such new Debt does not mature prior to the
Stated Maturity or have a mandatory redemption date prior to the mandatory
redemption date of the Debt being redeemed, repurchased, defeased or otherwise
acquired or retired for value or have an Average Life shorter than the remaining
Average Life of the Debt being redeemed, repurchased, defeased or otherwise
acquired or retired for value.

    "Permitted Holder" means each of (a)(i) Nextel Communications, Inc., and any
entity or entities controlled by, directly or indirectly, Nextel
Communications, Inc. (ii) Craig O. McCaw and any entity or entities
(A) controlled, directly or indirectly, by Craig O. McCaw or the estate of Craig
O. McCaw and (B) a majority of the equity interests of which are owned, directly
or indirectly, by Craig O. McCaw and his family, his brothers and estates of, or
trusts for the primary benefit of, the foregoing persons,

                                       14
<PAGE>
(iii) Motorola, Inc., (iv) DLJMB, and any of their respective Affiliates and the
respective successors (by merger, consolidation, transfer or otherwise) to all
or substantially all of the respective businesses and assets of any of the
foregoing and (b) any "person" or "group" (as such terms are used in
Section 13(d) and 14(d) of the Exchange Act) controlled by one or more persons
identified in clauses (i) through (iv) of this definition.

    "Permitted Investment" means any Investment in (i) Marketable Securities or
(ii) a Permitted Joint Venture.

    "Permitted Joint Venture" means any joint venture entered into by the
Company or any of its Restricted Subsidiaries with a third party (a) for the
purpose of financing the acquisition or lease of telecommunications towers for
use in the Company's markets; PROVIDED that the aggregate value of all assets
contributed by the Company or any of its Restricted Subsidiaries to any joint
venture pursuant to this clause (a) shall not exceed $15.0 million (as
determined in good faith by the Board of Directors) or (b) in which the Company
or any of its Restricted Subsidiaries (i) is responsible for the managerial
control of such joint venture and (ii) owns at least 40% of the outstanding
Capital Stock of such joint venture; PROVIDED that such joint venture, together
with all other Permitted Joint Ventures described in this clause (b), does not
cover or service more than 10% of the POPs (computed by including only a
percentage of the total POPs equal to the Company's percentage ownership in that
joint venture) covered by the Company at the date of determination (as
determined in good faith by the board of directors).

    "Permitted Liens" means (i) Liens securing Debt or other monetary
obligations under a Credit Facility to the extent the principal amount of such
obligations is permitted by the terms of this Indenture to be incurred;
(ii) Liens in favor of the Company or a Wholly Owned Restricted Subsidiary;
(iii) Liens on property of a Person existing at the time such Person is merged
with or into or consolidated with the Company or any Subsidiary of the Company;
provided that such Liens were in existence prior to the contemplation of such
merger or consolidation and do not extend to any assets other than those of the
Person merged into or consolidated with the Company; (iv) Liens on property
existing at the time of acquisition thereof by the Company or any Subsidiary of
the Company, provided that such Liens were in existence prior to the
contemplation of such acquisition; (v) Liens to secure the performance of
statutory obligations, surety or appeal bonds, performance bonds or other
obligations of a like nature incurred in the ordinary course of business;
(vi) Liens to secure Indebtedness (including Capital Lease Obligations)
permitted by clause (iii) of the definition of "Permitted Debt"; (vii) Liens on
the date hereof; (viii) Liens for taxes, assessments or governmental charges or
claims that are not yet delinquent or that are being contested in good faith by
appropriate proceedings promptly instituted and diligently concluded, provided
that any reserve or other appropriate provision as shall be required in
conformity with generally accepted account principles shall have been made
therefor; (ix) Liens (including zoning restrictions, servitudes, easements and
rights-of-way) incurred in the ordinary course of business of the Company or any
Subsidiary of the Company that (a) are not incurred in connection with the
borrowing of money or the obtaining of advances or credit (other than trade
credit in the ordinary course of business) and (b) do not in the aggregate
materially detract from the value of the property or materially impair the use
thereof in the operation of business by the Company or such Subsidiary;
(x) Liens of a lessor under a lease (other than a capitalized lease);
(xi) Liens not otherwise permitted by the foregoing clauses (i) through
(vii) securing Debt in an aggregate amount not to exceed 5% of the Company's
consolidated tangible assets; and (xii) Liens to secure Debt incurred to
refinance, in whole or in part, Debt secured by any Lien referred to in the
foregoing clauses (i), (iii), (iv), (v) or this clause (xii) so long as such
Lien does not extend to any other property (other than improvements and
accessions to the original property) and the principal amount of Debt so secured
is not increased except as otherwise permitted by this Indenture.

    "Permitted Transaction" means (i) any written agreements existing on the
Closing Date and described in or incorporated by reference into the Memorandum
and (ii) any transaction or transactions with any vendor or vendors (other than
Motorola, Inc.) of property or materials used in the telecommunications business
(including related activities and services) of the Company or any Restricted
Subsidiary, PROVIDED

                                       15
<PAGE>
(x) such transactions are in the ordinary course of business and (y) such vendor
does not beneficially own more than 10% of the voting power of the Voting Stock
of the Company, (iii) any amendment, modification or other change to the
purchase agreement between the Company and Motorola, Inc., dated as of
January 29, 1999 and as amended on September 9, 1999, or any other similar
agreement with Motorola, Inc. that has been approved by a majority of the
Disinterested Directors of the Company, (iv) agreements and transactions
contemplated by the joint venture agreement entered into by and among the
Company and Nextel Communications, Inc. and their respective Subsidiaries as of
January 29, 1999, as amended, (v) any License Exchange and (vi) any issuance of
equity by the Company (other than Redeemable Stock).

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

    "POP" means the population equivalents as estimated by the Company by
extrapolation from the 1990 or 2000 U.S. Census and other publicly available
information.

    "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.08 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

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

    "Preferred Stock" means the Company's Series B Redeemable Preferred Stock.

    "Private Placement Legend" means the legend initially set forth on the
Securities in the form set forth in Section 2.05.

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

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

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

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

    "Record Expiration Date" has the meaning specified in Section 1.04.

    "Redeemable Stock" of any Person means any Capital Stock of such Person that
by its terms or otherwise is (i) required to be redeemed prior to the Stated
Maturity of the Securities, (ii) redeemable at the option of the holder thereof
at any time prior to the Stated Maturity of the Securities or (iii) convertible
into or exchangeable for Capital Stock referred to in clause (i) or (ii) above
or Debt having a scheduled maturity prior to the Stated Maturity of the
Securities; PROVIDED that any Capital Stock that would not constitute 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 a
"change of control" occurring prior to the Stated Maturity of the Securities
shall not constitute Redeemable Stock if the "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 10.13 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
Securities as are required to be repurchased pursuant to Section 10.13.

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

                                       16
<PAGE>
    "Redemption Price", when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture.

    "Registration Rights Agreement" means the Registration Rights Agreement
dated the Closing Date, among the Company, Donaldson, Lufkin & Jenrette
Securities Corporation, Deutsche Bank Securities Inc. and CIBC World Markets
Corp., as such agreement may be amended, modified or supplemented from time to
time and, with respect to any Additional Securities, one or more registration
rights agreements between the Company and the other parties thereto, as such
agreement(s) may be amended, modified or supplemented from time to time,
relating to rights given by the Company to the purchasers of Additional
Securities to register such Additional Securities under the Securities Act.

    "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 March 1 or September 1 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date.

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

    "Required Consent" means, except as otherwise expressly provided in this
Indenture with respect to matters requiring the consent of each holder of
Securities affected thereby, the consent of holders of not less than a majority
in aggregate principal amount at Stated Maturity of the Securities.

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

    "Restricted Payments" has the meaning specified in Section 10.09.

    "Restricted Subsidiary" means any Subsidiary of the Company, whether
existing on the Closing Date or created subsequent thereto, designated from time
to time by the Board of Directors as (or otherwise deemed to be) a "Restricted
Subsidiary" in accordance with Section 10.10.

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

    "S&P" means Standard & Poor's Ratings Services or, if Standard & Poor's
Ratings Services shall cease rating debt securities having a maturity at
original issuance of at least one year and such ratings business shall have been
transferred to a successor Person, such successor Person; PROVIDED, HOWEVER,
that if Standard & Poor's Ratings Services ceases rating debt securities having
a maturity at original issuance of at least one year and its ratings business
with respect thereto shall not have been transferred to any successor Person,
then "S&P" shall mean any other nationally recognized rating agency (other than
Moody's) that rates debt securities having a maturity at original issuance of at
least one year and that shall have been designated by the Company by a written
notice given to the Trustee.

    "Securities" means securities designated in the first paragraph of the
RECITALS OF THE COMPANY that are authenticated and delivered under this
Indenture. For all purposes of this Indenture, the term "Securities" shall
include the Initial Securities issued on the Closing Date, any Exchange
Securities to be issued and exchanged for any Securities pursuant to the
Registration Rights Agreement and any other Securities (including Additional
Securities) issued after the Closing Date under this Indenture. For purposes of
this Indenture all Securities shall vote together as one series of Securities
under this Indenture and shall be treated as a single class for all other
purposes under this Indenture.

    "Securities Act" means the Securities Act of 1933 and any statute successor
thereto, in each case as amended from time to time.

                                       17
<PAGE>
    "Security Register" and "Security Registrar" have the respective meanings
specified in Section 3.05.

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

    "Special Record Date" for the payment of any Defaulted Interest means a date
fixed by the Trustee pursuant to Section 3.09.

    "Specialized Mobile Radio" or "SMR" means a mobile radio communications
system that is operated as described in the Memorandum.

    "Stated Maturity" when used with respect to any Debt security or any
installment of interest thereon, means the date specified in such Debt security
as the fixed date on which the principal of such Debt security or such
installment of interest is due and payable.

    "Subsidiary" of any Person means (i) a corporation more than 50% of the
outstanding Voting Stock of which is owned, directly or indirectly, by such
Person or by one or more other Subsidiaries of such Person or by such Person and
one or more Subsidiaries thereof or (ii) any other Person (other than a
corporation) in which such Person, or one or more other Subsidiaries of such
Person or such Person and one or more other Subsidiaries thereof, directly or
indirectly, has at least a majority ownership and power to direct the policies,
management and affairs thereof.

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

    "Total Invested Capital" means at any time of determination, the sum of,
without duplication, (i) the total amount of equity contributed to the Company
as of January 29, 1999 (being $183.2 million), PLUS (ii) the aggregate net cash
proceeds received by the Company from capital contributions or the issuance or
sale of Capital Stock (other than Redeemable Stock but including Capital Stock
issued upon the conversion of convertible Debt or from the exercise of options,
warrants or rights to purchase Capital Stock (other than Redeemable Stock)),
including cash payments under the Committed Capital Contribution, subsequent to
January 29, 1999, other than to a Restricted Subsidiary, PLUS (iii) the
aggregate net cash proceeds received by the Company or any Restricted Subsidiary
from the sale, disposition or repayment of any Investment made after
January 29, 1999 and constituting a Restricted Payment in an amount equal to the
lesser of (a) the return of capital with respect to such Investment and (b) the
initial amount of such Investment, in either case, less the cost of the
disposition of such Investment, PLUS (iv) an amount equal to the Consolidated
net Investment (as of the date of determination) the Company and/or any of the
Restricted Subsidiaries has made in any Subsidiary that has been designated as
an Unrestricted Subsidiary after January 29, 1999 upon its redesignation as a
Restricted Subsidiary in accordance with Section 10.10, PLUS (v) Consolidated
Debt MINUS (vi) the aggregate amount of all Restricted Payments declared or made
on or after January 29, 1999.

    "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.

    "Trustee" means the Person named as the "Trustee" in the first paragraph of
this instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean
such successor Trustee.

                                       18
<PAGE>
    "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at
the date as of which this instrument was executed; PROVIDED, HOWEVER, that in
the event the Trust Indenture Act of 1939 is amended after such date, "Trust
Indenture Act" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.

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

    "U.S. Government Obligation" has the meaning specified in Section 12.04.

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

    "Unrestricted Subsidiary" means any Subsidiary that is not a Restricted
Subsidiary and includes any Restricted Subsidiary that becomes an Unrestricted
Subsidiary in accordance with Section 10.10.

    "Vendor Financing Debt" means any Debt owed to (i) a vendor or supplier of
any property or materials used by the Company or its Restricted Subsidiaries in
their telecommunications business, (ii) any Affiliate of such a vendor or
supplier, (iii) any assignee of such a vendor, supplier or Affiliate of such a
vendor or supplier, or (iv) a bank or other financial institution that has
financed or refinanced the purchase of such property or materials from such a
vendor, supplier, Affiliate of such a vendor or supplier or assignee of such a
vendor or supplier; PROVIDED that the aggregate amount of such Debt does not
exceed the sum of (w) the purchase price of such property or materials
(including transportation, installation, warranty and testing charges, as well
as applicable taxes paid, in respect of such property or materials), (x) the
cost of design, development, site acquisition and construction, (y) any interest
or other financing costs accruing or otherwise payable in respect of the
foregoing, and (z) the cost of any services provided by such vendor, supplier or
Affiliate of such vendor or supplier.

    "Vice President", when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president".

    "Voting Stock" of any Person means Capital Stock of such Person which
ordinarily has voting power for the election of directors (or persons performing
similar functions) of such Person, whether at all times or only so long as no
senior class of securities has such voting power by reason of any contingency.

    "Wholly Owned Restricted Subsidiary" of the Company means a Restricted
Subsidiary all of the outstanding Capital Stock of which (other than directors'
qualifying shares) shall at the time be owned by the Company or by one or more
Wholly Owned Restricted Subsidiaries or by the Company and one or more Wholly
Owned Restricted Subsidiaries.

Section 1.02.  COMPLIANCE CERTIFICATES AND OPINIONS.

    Upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture (except, for any actions in
connection with the original issuance of Securities hereunder), the Company
shall furnish to the Trustee such certificates and opinions as may be required
under the Trust Indenture Act. Each such certificate or opinion shall be given
in the form of an Officers' Certificate, if to be given by an officer of the
Company, or an Opinion of Counsel, if to be given by counsel, and shall comply
with the requirements of the Trust Indenture Act and any other requirement set
forth in this Indenture.

    Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include

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

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

                                       19
<PAGE>
        (3) a statement that, in the opinion of each such individual, he has
    made such examination or investigation as is necessary to enable him to
    express an informed opinion as to whether or not such covenant or condition
    has been complied with; and

        (4) a statement as to whether, in the opinion of each such individual,
    such condition or covenant has been complied with.

Section 1.03.  FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

    Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or opinion of counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

    Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

Section 1.04.  ACTS OF HOLDERS; RECORD DATES.

    Any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

    The fact and date of the execution by any Person of any such instrument or
writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which the Trustee deems sufficient.

    The ownership of Securities shall be proved by the Security Register.

    Any request, demand, authorization, direction, notice, consent, waiver or
other Act of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security issued

                                       20
<PAGE>
upon the registration of transfer thereof or in exchange therefor or in lieu
thereof in respect of anything done, omitted or suffered to be done by the
Trustee or the Company in reliance thereon, whether or not notation of such
action is made upon such Security.

    The Company may set any day as a record date for the purpose of determining
the Holders of Outstanding Securities entitled to give or take any request,
demand, authorization, direction, notice, consent, waiver or other action
provided or permitted by this Indenture to be given or taken by Holders of
Securities, PROVIDED that the Company may not set a record date for, and the
provisions of this paragraph shall not apply with respect to, the giving or
making of any notice, declaration, request or direction referred to in the next
paragraph. If any record date is set pursuant to this paragraph, the Holders of
Outstanding Securities on such record date, and no other Holders, shall be
entitled to take the relevant action, whether or not such Holders remain Holders
after such record date; PROVIDED that no such action shall be effective
hereunder unless taken on or prior to the applicable Record Expiration Date by
Holders of the requisite principal amount of Outstanding Securities on such
record date; and PROVIDED, FURTHER, that for the purpose of determining whether
Holders of the requisite principal amount of such Securities have taken such
action, no Security shall be deemed to have been Outstanding on such record date
unless it is also Outstanding on the date such action is to become effective.
Nothing in this paragraph shall prevent the Company from setting a new record
date for any action for which a record date has previously been set pursuant to
this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be canceled and of no effect), nor shall anything
in this paragraph be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities on the date such
action is taken. Promptly after any record date is set pursuant to this
paragraph, the Company. at its own expense, shall cause notice of such record
date, the proposed action by Holders and the applicable Record Expiration Date
to be given to the Trustee in writing and to each Holder of Securities in the
manner set forth in Section 1.06.

    The Trustee may set any day as a record date for the purpose of determining
the Holders of Outstanding Securities entitled to join in the giving or making
of (i) any Notice of Default, (ii) any declaration of acceleration referred to
in Section 5.02, (iii) any request to institute proceedings referred to in
Section 5.07(2), (iv) any direction referred to in Section 5.12 or (v) the
Required Consent. If any record date is set pursuant to this paragraph, the
Holders of Outstanding Securities on such record date, and no other Holders,
shall be entitled to join in such notice, declaration, request or direction,
whether or not such Holders remain Holders after such record date; PROVIDED that
no such action shall be effective hereunder unless taken on or prior to the
applicable Record Expiration Date by Holders of the requisite principal amount
of Outstanding Securities on such record date; and PROVIDED, FURTHER, that for
the purpose of determining whether Holders of the requisite principal amount of
such Securities have taken such action, no Security shall be deemed to have been
Outstanding on such record date unless it is also Outstanding on the date such
action is to become effective. Nothing in this paragraph shall be construed to
prevent the Trustee from setting a new record date for any action (whereupon the
record date previously set shall automatically and without any action by any
Person be canceled and of no effect), nor shall anything in this paragraph be
construed to render ineffective any action taken by Holders of the requisite
principal amount of Outstanding Securities on the date such action is taken.
Promptly after any record date is set pursuant to this paragraph, the Trustee,
at the Company's expense, shall cause notice of such record date, the matter(s)
to be submitted for potential action by Holders and the applicable Record
Expiration Date to be given to the Company in writing and to each Holder of
Securities in the manner set forth in Section 1.06.

    With respect to any record date set pursuant to this Section, the party
hereto that sets such record date may designate any day as the "Record
Expiration Date" and from time to time may change the Record Expiration Date to
any earlier or later day, provided that no such change shall be effective unless
notice of the proposed new Record Expiration Date is given to the other party
hereto in writing, and to each Holder of Securities in the manner set forth in
Section 1.06, on or before the existing Record

                                       21
<PAGE>
Expiration Date. If a Record Expiration Date is not designated with respect to
any record date set pursuant to this Section, the party hereto that set such
record date shall be deemed to have initially designated the 180th day after
such record date as the Record Expiration Date with respect thereto, subject to
its right to change the Record Expiration Date as provided in this paragraph.
Notwithstanding the foregoing, no Record Expiration Date shall be later than the
180th day after the applicable record date.

    Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.

Section 1.05.  NOTICES, ETC., TO TRUSTEE AND COMPANY.

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

        (1) the Trustee by any Holder or by the Company shall be sufficient for
    every purpose hereunder if made, given, furnished or filed in writing and
    mailed, first-class postage prepaid, to or with the Trustee at its Corporate
    Trust Office, Attention: Corporate Trust Administration, or

        (2) the Company by the Trustee or by any Holder shall be sufficient for
    every purpose hereunder (unless otherwise herein expressly provided) if in
    writing and mailed, first-class postage prepaid, to the Company addressed to
    it at the address of its principal office specified in the first paragraph
    of this instrument or at any other address previously furnished in writing
    to the Trustee by the Company.

Section 1.06.  NOTICE TO HOLDERS; WAIVER.

    Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders. Where this Indenture provides for notice
in any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.

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

Section 1.07.  CONFLICT WITH TRUST INDENTURE ACT.

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

Section 1.08.  EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

                                       22
<PAGE>
Section 1.09.  SUCCESSORS AND ASSIGNS.

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

Section 1.10.  SEPARABILITY CLAUSE.

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

Section 1.11.  BENEFITS OF INDENTURE.

    Nothing in this Indenture or in the Securities, express or implied, shall
give to any Person, other than the parties hereto and their successors hereunder
and the Holders of Securities, any benefit or any legal or equitable right,
remedy or claim under this Indenture.

Section 1.12.  GOVERNING LAW.

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

Section 1.13.  LEGAL HOLIDAYS.

    In any case where any Interest Payment Date, Redemption Date, Purchase Date
or Stated Maturity of any Security shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or of the Securities)
payment of interest or principal (and premium, if any) need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect (including with respect to the accrual of interest) as if made on the
Interest Payment Date, Redemption Date or Purchase Date, or at the Stated
Maturity.

Section 1.14.  NO RECOURSE AGAINST OTHERS.

    No recourse for the payment of the principal of, premium, if any, or
interest on any of the Securities, 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
Securities, 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 equity holder, 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
Securities.

                                   ARTICLE 2.
                                 SECURITY FORMS

Section 2.01.  FORMS GENERALLY.

    The Securities and the Trustee's certificates of authentication shall be in
substantially the forms set forth in this Article, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any

                                       23
<PAGE>
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution thereof.

    Securities offered and sold in reliance on Rule 144A shall be issued
initially in the form of one or more permanent global Securities in registered
form, substantially in the form set forth in Section 2.02 (the "U.S. Global
Securities"), deposited with the Trustee, as custodian for the Depository, duly
executed by the Company and authenticated by the Trustee as hereinafter
provided. The aggregate principal amount of the Global Securities may from time
to time be increased or decreased by adjustments made on the records of the
Trustee as custodian for the Depository or its nominee, as hereinafter provided.

    Securities offered and sold in offshore transactions in reliance on
Regulation S shall be issued initially in the form of one or more permanent
Global Securities in registered form substantially in the form set forth in
Section 2.02 (the "Offshore Global Securities") 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 Securities may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for the Depositary,
as hereinafter provided.

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

    Securities offered and sold in reliance on Regulation D under the Securities
Act shall be issued in the form of permanent certificated Securities in
registered form in substantially the form set forth in Section 2.02 (the "U.S.
Physical Securities"). Securities issued pursuant to Section 3.07 in exchange
for interests in the Global Securities shall be in the form of permanent
certificated Securities in registered form substantially in the form set forth
in Section 2.02 (the "Offshore Physical Securities").

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

Section 2.02.  FORM OF FACE OF SECURITY.

                               Nextel Partners, Inc.
                           11% Senior Notes due 2010

<TABLE>
<C>                              <C>                                      <S>
No.                                                                       $
            -------------------                                            -----------------------
                                                                          CUSIP NO.
                                                                                    ------------
                                                                          CINS NO.
                                                                                   -------------
</TABLE>

    Nextel Partners, Inc., a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company", which term includes
any successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to ____________, or registered assigns, the
principal amount of ______ Dollars on March 15, 2010 and to pay cash interest
thereon from July 27, 2000 or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semiannually in arrears on
March 15 and September 15 in each year, commencing September 15, 2000 at the
rate of 11% per annum, until the principal hereof is paid or duly provided for,
PROVIDED that any principal and premium, and any such installment of interest,
which is overdue shall bear interest at the rate of 11% per annum (to the extent
that the payment of such interest shall be legally enforceable), from the dates
such amounts are due until they are paid or duly provided for, and such interest
shall be payable on demand. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security (or one or more

                                       24
<PAGE>
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the March 1 or September 1
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities not less than
10 days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.

    In accordance with the terms of the Registration Rights Agreement (i) if the
Company fails to file an Exchange Offer Registration Statement with the
Commission on or prior to November 24, 2000, (ii) if the Exchange Offer
Registration Statement is not declared effective by the Commission on or prior
to January 23, 2001, (iii) if the Exchange Offer is not consummated on or before
the 30th business day after the Exchange Offer Registration Statement is
declared effective, (iv) if obligated to file the Shelf Registration Statement
and the Company fails to file the Shelf Registration Statement with the
Commission on or prior to the 60th day after such filing obligation arises,
(v) if obligated to file a Shelf Registration Statement and the Shelf
Registration Statement is not declared effective on or prior to the 90th day
after the obligation to file a Shelf Registration Statement arises, or (vi) if
the Exchange Offer Registration Statement or the Shelf Registration Statement,
as the case may be, is declared effective but thereafter ceases to be effective
or useable in connection with resales of the Transfer Restricted Securities, for
such time of non-effectiveness or non-usability (each, a "Registration
Default"), the Company agrees to pay to each Holder of Transfer Restricted
Securities affected thereby liquidated damages ("Liquidated Damages") in an
amount equal to $0.05 per week per $1,000 in principal amount of Transfer
Restricted Securities held by such Holder for each week or portion thereof that
the Registration Default continues for the first 90 day period immediately
following the occurrence of such Registration Default. The amount of the
Liquidated Damages shall increase by an additional $0.05 per week per $1,000 in
principal amount of Transfer Restricted Securities with respect to each
subsequent 90 day period until all Registration Defaults have been cured, up to
a maximum amount of Liquidated Damages of $0.50 per week per $1,000 in principal
amount of Transfer Restricted Securities. The Company shall not be required to
pay Liquidated Damages for more than one Registration Default at any given time.
Following the cure of all Registration Defaults, the accrual of Liquidated
Damages will cease.

    All accrued Liquidated Damages shall be paid by the Company to Holders
entitled thereto by wire transfer to the accounts specified by them or by
mailing checks to their registered address if no such accounts have been
specified.

    The Holder of this Security is entitled to the benefits of such Registration
Rights Agreement.

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

    Nextel Partners, Inc. promises to pay to _________ or registered assigns,
the principal amount at maturity of ______ Dollars on March 15, 2010. Reference
is hereby made to the further provisions of this Security set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.

<TABLE>
<S>                      <C>
Interest Payment Dates:  March 15 and September 15, commencing September 15, 2000.
Record Dates:            March 1 and September 1.
</TABLE>

                                       25
<PAGE>
    Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

    IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

<TABLE>
<S>                                                    <C>  <C>
                                                       NEXTEL PARTNERS, INC.

                                                       By:
                                                            -----------------------------------------
                                                            Title:
</TABLE>

Section 2.03.  FORM OF REVERSE OF SECURITY.

    This Security is one of a duly authorized issue of Securities of the Company
designated as its Senior Notes due 2010 (herein called the "Securities"),
limited in aggregate principal amount at Stated Maturity to $400,000,000, issued
and to be issued under an Indenture, dated as of July 27, 2000 (herein called
the "Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and The Bank of New York, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered.

    The Securities may be redeemed at any time on or after March 15, 2005, at
the Company's option, in whole or in part, upon not less than 30 nor more than
60 days' prior written notice mailed by first class mail to each Holder's last
address as it appears in the Security Register, at the Redemption Prices
(expressed as a percentage of the principal amount at maturity thereof) set
forth below, plus an amount in cash equal to all accrued and unpaid interest and
Liquidated Damages, if any, to the Redemption Date, if redeemed during the
twelve-month period beginning March 15 of each of the years set forth below.

<TABLE>
<CAPTION>
YEAR                                                          PERCENTAGE
----                                                          ----------
<S>                                                           <C>
2005........................................................  105.5000%
2006........................................................  103.6667%
2007........................................................  101.8333%
2008 and thereafter.........................................  100.0000%
</TABLE>

    In addition, in the event of one or more sales by the Company on or prior to
March 15, 2003 of at least $75.0 million of its Capital Stock (other than
Redeemable Stock), the Company may redeem up to 35% of the aggregate principal
amount of the Securities originally issued with the proceeds of such sale at a
Redemption Price equal to 111% of such principal amount on the Redemption Date,
plus accrued and unpaid interest and Liquidated Damages, if any thereon, to the
Redemption Date; provided that at least 65% of the aggregate principal amount of
the Securities originally issued remain outstanding immediately after the
occurrence of any such redemption (excluding Securities held by the Company and
its Restricted Subsidiaries); and provided, further, that such redemption occurs
within 60 days after consummation of any such sale.

    The Securities do not have the benefit of any sinking fund obligations.

    In the event of redemption, or purchase pursuant to an Offer to Purchase, of
this Security in part only, a new Security or Securities for the unredeemed or
unpurchased portion hereof will be issued in the name of the Holder hereof upon
the cancellation hereof.

                                       26
<PAGE>
    The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with certain
conditions set forth in the Indenture.

    If an Event of Default shall occur and be continuing, there may be declared
due and payable the Default Amount of the Securities, in the manner and with the
effect provided in the Indenture. The Default Amount in respect of this Security
as of any particular date shall equal 100% of the principal amount payable in
respect of this Security at the Stated Maturity hereof. Upon payment of (i) the
Default Amount so declared due and payable and any overdue installment of
interest in respect of this Security, (ii) any overdue principal or premium
payable on redemption or repurchase of this Security and (iii) as provided on
the face hereof, any interest on any overdue Default Amount, principal, premium
or interest in respect of this Security (to the extent that the payment of such
interest shall be legally enforceable), all of the Company's obligations in
respect of the payment of the principal of and any premium and interest on this
Security shall terminate.

    The Indenture provides that, subject to certain conditions, if a Change of
Control occurs, the Company shall be required to make an Offer to Purchase for
all of the Securities.

    Unless the context otherwise requires, references herein to the principal
amount of any Security mean, as of any day, (i) with respect to any portion
thereof required hereunder to be redeemed or repurchased on any redemption or
repurchase date on or prior to such day, the amount due and payable in respect
of such portion upon such redemption or repurchase date (excluding premium and
interest), (ii) with respect to any portion thereof not required to be so
redeemed or repurchased, but which has been declared due and payable prior to
the Stated Maturity thereof as provided in the Indenture, the Default Amount in
respect of such portion as of such day and (iii) with respect to any portion
thereof not required so to be redeemed or repurchased and not so declared due
and payable, such portion of the principal amount of such Security payable at
Stated Maturity thereof.

    The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee after having received the Required
Consent (defined as follows). The Indenture also contains provisions permitting
those Persons giving the Required Consent, on behalf of the Holders of all the
Securities, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.

    As used herein, "Required Consent" means, except as otherwise expressly
provided in the Indenture with respect to matters requiring the consent of each
holder of Securities (including Additional Securities) affected thereby, the
consent of holders of not less than a majority in aggregate principal amount at
Stated Maturity of the Securities (including Additional Securities).

    As provided in and subject to the provisions of the Indenture, the Holder of
this Security shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver or trustee or for any
other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities, the Holders of not less than a majority in principal amount at
Stated Maturity of the Securities at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee indemnity satisfactory to the
Trustee and the Trustee shall not have received from the Holders of a majority
in principal amount at Stated Maturity of Securities at the time Outstanding a
direction inconsistent with such request, and shall have failed to institute any
such proceeding, within 60 days after receipt of such notice, request and offer
of indemnity. The foregoing shall

                                       27
<PAGE>
not apply to certain suits described in the Indenture, including any suit
instituted by the Holder of this Security for the enforcement of any payment of
principal hereof or any premium or interest hereon on or after the respective
due dates expressed herein (or, in the case of redemption, on or after the
Redemption Date or, in the case of any purchase of this Security required to be
made pursuant to an Offer to Purchase, on or after the Purchase Date.)

    No reference herein to the Indenture and no provision of this Security or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

    As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in the Borough of Manhattan, The City of New York, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

    The Securities are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Securities
are exchangeable for a like aggregate principal amount of Securities of like
tenor of a different authorized denomination, as requested by the Holder
surrendering the same.

    No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

    Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

    Interest on this Security shall be computed on the basis of a 360-day year
of twelve 30-day months.

    All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

    The Indenture and this Security shall be governed by and construed in
accordance with the laws of the State of New York, without regard to principles
of conflicts of laws.

                                       28
<PAGE>
                           [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 Security on the books
of the Company with full power of substitution in the premises.

                    [THE FOLLOWING PROVISION TO BE INCLUDED

                ON ALL SECURITIES OTHER THAN EXCHANGE SECURITIES

            AND UNLEGENDED OFFSHORE PHYSICAL AND GLOBAL SECURITIES]

    In connection with any transfer of this Security occurring prior to the date
which is the earlier of (i) the date the Shelf Registration Statement with
respect to resales of the Securities 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]

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

[  ] (b)     this Security 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
             Security and the Indenture.
</TABLE>

If none of the foregoing boxes is checked, the Trustee shall not be obligated to
register this Security 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 3.07 of the Indenture shall have been satisfied.

<TABLE>
<S>    <C>                                     <C>
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.
</TABLE>

                                       29
<PAGE>
TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

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

<TABLE>
<S>    <C>                                     <C>
Date:
       ----------------------                  -------------------------------------------------------
                                               NOTICE: To be executed by an executive officer.
</TABLE>

                                       30
<PAGE>
                       OPTION OF HOLDER TO ELECT PURCHASE

    If you want to elect to have this Security purchased in its entirety by the
Company pursuant to Section 10.13 or 10.21 of the Indenture, check the
appropriate box:

                 / / 10.13                            / / 10.21

    If you want to elect to have only a part of the principal amount at Stated
Maturity of this Security purchased by the Company pursuant to Section 10.13 or
10.21 of the Indenture, state the portion of such amount: $         .

<TABLE>
<S>     <C>                                     <C>              <C>
Dated:                                          Your Signature:
                                                                 ------------------------------------
                                                                 (Sign exactly as name appears
                                                                 on the other side of this Security)
</TABLE>

Signature Guarantee: ________________________________________________

(Signature must be guaranteed by a financial institution that is a member of the
Securities Transfer Agent Medallion Program ("STAMP"), the Stock Exchange
Medallion Program ("SEMP"), the New York Stock Exchange, Inc. Medallion
Signature Program ("MSP") or such other signature guarantee program as may be
determined by the Security Registrar in addition to, or in substitution for,
STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934,
as amended.)

Section 2.04.  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

Dated:

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

                                          The Bank of New York,
                                          as Trustee

                                         By ____________________________________
                                          Authorized Signatory

Section 2.05.  RESTRICTIVE LEGENDS.

    Unless and until a Security is exchanged for an Exchange Security or sold in
connection with an effective Shelf Registration Statement pursuant to the
Registration Rights Agreement, (i) each U.S. Global Security and each U.S.
Physical Security shall bear the legend set forth below on the reverse thereof
and (ii) each Offshore Physical Security and each Offshore Global Security shall
bear the legend set forth below on the reverse 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 A hereto:

        "THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S.
    SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY,
    MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED
    STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.

                                       31
<PAGE>
    PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF
    OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

           (1)  REPRESENTS THAT, IF IT PURCHASED THIS NOTE DIRECTLY FROM AN
       INITIAL PURCHASER IN AN EXEMPT RESALE, (i) IT IS A "QUALIFIED
       INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
       (A "QIB") OR (ii) IT HAS ACQUIRED THIS NOTE IN AN OFFSHORE TRANSACTION IN
       COMPLIANCE WITH REGULATION S UNDER THE ACT;

           (2)  AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE
       EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON
       WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN
       ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE
       REQUIREMENTS OF RULE 144A, (C) IN A OFFSHORE TRANSACTION MEETING THE
       REQUIREMENTS OF RULE 903 OR 904 OF THE SECURITIES ACT, (D) IN A
       TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES
       ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE
       501(A) (1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT
       THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER
       CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
       TRANSFER OF THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM THE
       TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL
       AMOUNT AT MATURITY OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL
       ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
       SECURITIES ACT, (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
       REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN
       OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY) OR (G) PURSUANT TO AN
       EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH
       THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
       OTHER APPLICABLE JURISDICTION AND

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

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

        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
    THE DEPOSITORY TRUST COMPANY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION
    OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
    IN THE NAME OF CEDE & CO. OR 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.

                                       32
<PAGE>
    TRANSFERS OF THIS GLOBAL SECURITY 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 SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
SECTION 3.07 OF THE INDENTURE.

                                   ARTICLE 3.
                                 THE SECURITIES

Section 3.01.  TITLE AND TERMS.

    The aggregate principal amount at Stated Maturity of Securities which may be
authenticated and delivered under this Indenture is limited to $400,000,000 of
which $200,000,000 will be issued on the date hereof, except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities pursuant to Section 3.04, 3.05, 3.08, 9.06
or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13.

    The Securities shall be known and designated as the "Senior Notes due 2010"
of the Company. Their Stated Maturity shall be March 15, 2010 and they shall
bear cash interest at the rate of 11% per annum, from July 27, 2000 or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, as the case may be, payable semi-annually on March 15 and
September 15, commencing September 15, 2000 until the principal thereof is paid
or made available for payment.

    The principal of (and premium, if any) and interest on the Securities shall
be payable at the office or agency of the Company in the Borough of Manhattan,
The City of New York maintained for such purpose and at any other office or
agency maintained by the Company for such purpose; PROVIDED, HOWEVER, that at
the option of the Company, payment of interest may be made by check mailed to
the address of the Person entitled thereto as such address shall appear in the
Security Register.

    The Company may be required to make an Offer to Purchase the Securities as
provided in Section 10.13.

    The Securities shall be redeemable as provided in Article 2 and Article 11.

    The Securities shall be subject to Defeasance and/or Covenant Defeasance as
provided in Article 12.

Section 3.02.  DENOMINATIONS.

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

Section 3.03.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

    The Securities shall be executed on behalf of the Company by its Chairman of
the Board, its President or one of its Vice Presidents. The signature of any of
these officers on the Securities may be manual or facsimile.

    Securities bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

    At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities executed by the Company to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Securities; and the Trustee in accordance with

                                       33
<PAGE>
such Company Order shall authenticate and deliver such Securities as in this
Indenture provided and not otherwise.

    Each Security shall be dated the date of its authentication.

    No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder.

Section 3.04.  TEMPORARY SECURITIES.

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

    If temporary Securities are issued, the Company will cause definitive
Securities to be prepared without unreasonable delay. After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at any office
or agency of the Company designated pursuant to Section 10.02, without charge to
the Holder. Upon surrender for cancellation of any one or more temporary
Securities the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Securities of
authorized denominations and of a like tenor. Until so exchanged the temporary
Securities shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities.

Section 3.05.  REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

    The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency designated pursuant to Section 10.02 being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. The Trustee is hereby
appointed "Security Registrar" for the purpose of registering Securities and
transfers of Securities as herein provided.

    Upon surrender for registration of transfer of any Security at an office or
agency of the Company designated pursuant to Section 10.02 for such purpose, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of
any authorized denominations and of a like aggregate principal amount and tenor.
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 Security Registrar in the Security 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
Security is registered as the owner thereof for all purposes whether or not the
Security 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 Security shall, by acceptance of such Global Security, agree that
transfers of beneficial interests in such Global Security may be effected only
through a book entry system maintained by the Holder of such Global Security (or
its agent) and that ownership of a beneficial interest in the Security shall be
required to be reflected in a book entry.

                                       34
<PAGE>
    At the option of the Holder, Securities may be exchanged for other
Securities (including an exchange of securities for Exchange Securities) of any
authorized denominations and of a like aggregate principal amount and tenor,
upon surrender of the Securities to be exchanged at such office or agency
PROVIDED, that no exchange of Securities for Exchange Securities shall occur
until a Registration Statement shall have been declared effective by the
Commission and that Securities that are exchanged for Exchange Securities
pursuant to such Registration Statement shall be canceled by the Trustee.
Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive.

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

    Every Security presented or surrendered for registration of transfer or for
exchange shall (if so required by the Company or the Trustee) be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed, by the Holder thereof or
his attorney duly authorized in writing.

    No service charge shall be made for any registration of transfer or exchange
of Securities, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 3.04, 9.06 or 11.08 or in accordance with any Offer to
Purchase pursuant to Section 10.13, and in any such case not involving any
transfer.

    The Company shall not be required (i) to issue, register the transfer of or
exchange any Security during a period beginning at the opening of business
15 days before the day of the mailing of a notice of redemption of Securities
selected for redemption under Section 11.04 and ending at the close of business
on the day of such mailing, or (ii) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part.

Section 3.06.  BOOK-ENTRY PROVISIONS FOR GLOBAL SECURITY.

    (a)  The Global Security initially shall (i) be registered in the name of
the Depository for such Global Security or the nominee of such Depository;
(ii) be delivered to the Trustee as custodian for such Depository; and
(iii) bear legends as set forth in Section 2.05.

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

    (b)  Transfers of a Global Security shall be limited to transfers of such
Global Security in whole, but not in part, to the Depository, its successors or
their respective nominees. Interests of beneficial owners in a Global Security
may be transferred in accordance with the rules and procedures of the Depository
and the provisions of Section 3.07. In addition, U.S. Physical Securities and
Offshore Physical Securities shall be transferred to all beneficial owners in
exchange for their beneficial interests in the U.S. Global Securities or
Offshore Global Securities, respectively, if (i) the Depository notifies the
Company that it is unwilling or unable to continue as Depository for the U.S.
Global Securities or Offshore Global Securities, as the case may be, and a
successor depository is not appointed by the Company within 90 days of such

                                       35
<PAGE>
notice, (ii) an Event of Default has occurred and is continuing and the Security
Registrar has received a request therefor from the Depository or (iii) in
accordance with the rules and procedures of the Depository and the provisions of
Section 3.07.

    (c)  In connection with any transfer of a portion of the beneficial
interests in the Global Security to beneficial owners pursuant to paragraph (b)
of this Section, the Security Registrar shall reflect on the Security Register
the date and a decrease in the principal amount of the Global Security in an
amount equal to the principal amount of the beneficial interest in the Global
Security to be transferred, and the Company shall execute, and the Trustee shall
authenticate and deliver, one or more Physical Securities of like tenor and
amount.

    (d)  In connection with the transfer of an entire U.S. Global Security or
Offshore Global Security to beneficial owners pursuant to paragraph (b) of this
Section, such U.S. Global Security or Offshore Global Security 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 Depository in exchange for its beneficial interest in
such U.S. Global Security or Offshore Global Security, as the case may be, an
equal aggregate principal amount of U.S. Physical Securities or Offshore
Physical Securities of authorized denominations.

    (e)  Any Physical Security delivered in exchange for an interest in the
Global Security pursuant to paragraph (b), (c) or (d) of this Section shall,
except as otherwise provided by paragraph (d) of Section 3.07 bear the legend
regarding transfer restrictions applicable to the Physical Securities set forth
in Section 2.05.

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

Section 3.07.  SPECIAL TRANSFER PROVISIONS.

    Unless and until a Security is exchanged for an Exchange Security or sold in
connection with an effective Shelf Registration Statement pursuant to the
Registration Rights Agreement, the following provisions shall apply:

    (a)  TRANSFERS TO QIBS. The following provisions shall apply with respect to
the registration of any proposed transfer of a Physical Security or an interest
in the Global Security prior to the removal of the Private Placement Legend to a
QIB (excluding Non-U.S. Persons):

        (i)  If the Security to be transferred consists of (x) (A) U.S. Physical
    Securities or (B) an interest in an Offshore Global Security prior to the
    removal of the Private Placement Legend, the Security 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 security
    stating, or has otherwise advised the Company and the Security 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 Security stating, or has otherwise advised the Company and the
    Security Registrar in writing, that it is purchasing the Security for its
    own account or an account with respect to which it exercises sole investment
    discretion and that it and any such account is a 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 a U.S. Global
    Security, the transfer of such interest may be effected only through the
    book entry system maintained by the Depository.

                                       36
<PAGE>
        (ii)  If the proposed transferee is an Agent Member, and the Security to
    be transferred consists of U.S. Physical Securities, upon receipt by the
    Security Registrar of the documents referred to in clause (i) and
    instructions given in accordance with the Depository's and the Security
    Registrar's procedures, the Security Registrar shall reflect in the Security
    Register the date and an increase in the principal amount at maturity of the
    U.S. Global Security in an amount equal to the principal amount at maturity
    of the U.S. Physical Securities to be transferred, and the Trustee shall
    cancel the U.S. Physical Securities so transferred.

    (b)  TRANSFERS TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS. The following
provisions shall apply with respect to the registration of any proposed transfer
of a Security to any Institutional Accredited Investor which is not a QIB
(excluding Non-U.S. Persons):

        (i)  The Security Registrar shall register the transfer of any Security,
    whether or not such Security 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 as in effect with respect to such transfer or (y) the
    proposed transferee has delivered to the Security Registrar (A) a
    certificate substantially in the form of EXHIBIT B hereto and (B) if the
    aggregate principal amount of the Securities being transferred is less than
    $250,000 at the time of such transfer, an Opinion of Counsel acceptable to
    the Company that such transfer is in compliance with the Securities Act.

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

    (c)  TRANSFERS OF INTERESTS IN THE OFFSHORE GLOBAL SECURITIES OR OFFSHORE
PHYSICAL SECURITIES. The following provisions shall apply with respect to any
transfer of interests in the Offshore Global Securities or Offshore Physical
Securities:

        (i)  prior to removal of the Private Placement Legend from an Offshore
    Global Security or Offshore Physical Security pursuant to Section 2.05, the
    Security Registrar shall refuse to register such transfer unless such
    transfer complies with Section 3.07(a) or Section 3.07(d), as the case may
    be; and

        (ii)  after such removal, the Security Registrar shall register the
    transfer of any such Security 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 Security to a Non-U.S. Person:

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

        (ii)  (A) If the proposed Transferor is an Agent Member holding a
    beneficial interest in a U.S. Global Security, upon receipt by the Security
    Registrar of (x) the documents required by paragraph (i) and
    (y) instructions in accordance with the Depositary's and the Security
    Registrar's procedures, the Security Registrar shall reflect on its books
    and records the date and a decrease in the principal amount of such U.S.
    Global Security in an amount equal to the principal amount of the beneficial
    interest in the U.S. Global Security to be transferred, and (B) if the
    proposed transferee is an Agent Member, upon receipt by the Security
    Registrar of instructions given in accordance with the Depositary's and the
    Security Registrar's procedures, the Security Registrar shall reflect on its
    books and

                                       37
<PAGE>
    records the date and an increase in the principal amount of the Offshore
    Global Security in an amount equal to the principal amount of the U.S.
    Physical Securities or the U.S. Global Security, as the case may be, to be
    transferred, and the Trustee shall cancel the Physical Security, if any, so
    transferred or decrease the amount of the U.S. Global Security.

    (e)  PRIVATE PLACEMENT LEGEND. Upon the transfer, exchange or replacement of
Securities not bearing the Private Placement Legend, the Security Registrar
shall deliver Securities that do not bear the Private Placement Legend. Upon the
transfer, exchange or replacement of securities bearing the Private Placement
Legend, the Security Registrar shall deliver only Securities that bear the
Private Placement Legend unless either (i) the circumstances contemplated by
Section 2.05 exist or (ii) there is delivered to the Trustee an Opinion of
Counsel reasonably satisfactory to the Company and the Trustee to the effect
that neither such legend nor the related restrictions on transfer are required
in order to maintain compliance with the provisions of the Securities Act.

    (f)  GENERAL. By its acceptance of any Security bearing the Private
Placement Legend, each Holder of such a Security acknowledges the restrictions
on transfer of such Security set forth in this Indenture and in the Private
Placement Legend and agrees that it will transfer such Security only as provided
in this Indenture. The Security Registrar shall not register a transfer of any
Security unless such transfer complies with the restrictions on transfer of such
Security set forth in the Private Placement Legend and in this Indenture. In
connection with any transfer of Securities, each Holder agrees by its acceptance
of the Securities to furnish the Trustee 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 Trustee 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 Trustee shall retain copies of all letters, notices and other written
communications received pursuant to Section 3.06 or this Section 3.07. 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 Trustee.

Section 3.08.  MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

    If any mutilated Security is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Security of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

    If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and
(ii) such security or indemnity as may be required by them to save each of them
and any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of like tenor and principal amount and Bearing a number
not contemporaneously outstanding.

    In case any such mutilated, destroyed, lost or stolen Security has become or
is about to become due and payable, the Company in its discretion may, instead
of issuing a new Security, pay such Security.

    Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.

    Every new Security issued pursuant to this Section in lieu of any destroyed,
lost or stolen Security shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost

                                       38
<PAGE>
or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities duly issued hereunder.

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

Section 3.09.  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

    Interest on any Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest.

    Any interest on any Security which is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date (herein called "Defaulted
Interest") shall forthwith cease to be payable to the Holder on the relevant
Regular Record Date by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Company, at its election in each case, as provided
in Clause (1) or (2) below:

        (1)  The Company may elect to make payment of any Defaulted Interest to
    the Persons in whose names the Securities (or their respective Predecessor
    Securities) are registered at the close of business on a Special Record Date
    for the payment of such Defaulted Interest, which shall be fixed in the
    following manner. The Company shall notify the Trustee in writing of the
    amount of Defaulted Interest proposed to be paid on each Security and the
    date of the proposed payment, and at the same time the Company shall deposit
    with the Trustee an amount of money equal to the aggregate amount proposed
    to be paid in respect of such Defaulted Interest or shall make arrangements
    satisfactory to the Trustee for such deposit prior to the date of the
    proposed payment, such money when deposited to be held in trust for the
    benefit of the Persons entitled to such Defaulted Interest as in this Clause
    provided. Thereupon the Trustee shall fix a Special Record Date for the
    payment of such Defaulted Interest which shall be not more than 15 days and
    not less than 10 days prior to the date of the proposed payment and not less
    than 10 days after the receipt by the Trustee of the notice of the proposed
    payment. The Trustee shall promptly notify the Company of such Special
    Record Date and, in the name and at the expense of the Company, shall cause
    notice of the proposed payment of such Defaulted Interest and the Special
    Record Date therefor to be given to each Holder in the manner specified in
    Section 1.06, not less than 10 days prior to such Special Record Date.
    Notice of the proposed payment of such Defaulted Interest and the Special
    Record Date therefor having been so mailed, such Defaulted Interest shall be
    paid to the Persons in whose names the Securities (or their respective
    Predecessor Securities) are registered at the close of business on such
    Special Record Date and shall no longer be payable pursuant to the following
    Clause (2).

        (2)  The Company may make payment of any Defaulted Interest in any other
    lawful manner not inconsistent with the requirements of any securities
    exchange on which the Securities may be listed, and upon such notice as may
    be required by such exchange, if, after notice given by the Company to the
    Trustee of the proposed payment pursuant to this Clause, such manner of
    payment shall be deemed practicable by the Trustee.

    Subject to the foregoing provisions of this Section, each Security delivered
under this Indenture upon registration of transfer of or in exchange for or in
lieu of any other Security shall carry the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Security.

Section 3.10.  PERSONS DEEMED OWNERS.

    Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered as the owner of such Security
for the purpose of receiving payment of principal of (and premium, if any) and
(subject to Section 3.09) interest on such Security and for all other purposes
whatsoever, whether or not

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<PAGE>
such Security be overdue, and neither the Company, the Trustee nor any agent of
the Company or the Trustee shall be affected by notice to the contrary.

Section 3.11.  CANCELLATION.

    All Securities surrendered for payment, redemption, registration of transfer
or exchange or for credit against any Offer to Purchase pursuant to
Section 10.13 shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee and shall be promptly canceled by it. The Company may
at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and all Securities so delivered shall be promptly canceled by
the Trustee. No Securities shall be authenticated in lieu of or in exchange for
any Securities canceled as provided in this Section, except as expressly
permitted by this Indenture. All canceled Securities held by the Trustee shall
be disposed of as directed by a Company Order; PROVIDED, HOWEVER, that the
Trustee shall not be required to destroy canceled Securities.

Section 3.12.  COMPUTATION OF INTEREST.

    Interest on the Securities shall be computed on the basis of a 360-day year
of twelve 30-day months.

Section 3.13.  CUSIP, CINS AND ISIN NUMBERS.

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

                                       40
<PAGE>
                                   ARTICLE 4.
                           SATISFACTION AND DISCHARGE

Section 4.01.  SATISFACTION AND DISCHARGE OF INDENTURE.

    This Indenture shall cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of Securities herein
expressly provided for), and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

        (1) either

           (A) all Securities theretofore authenticated and delivered (other
       than (i) Securities which have been destroyed, lost or stolen and which
       have been replaced or paid as provided in Section 3.08 and
       (ii) Securities for whose payment money has theretofore been deposited in
       trust or segregated and held in trust by the Company and thereafter
       repaid to the Company or discharged from such trust, as provided in
       Section 10.03) have been delivered to the Trustee for cancellation; or

           (B) all such Securities not theretofore delivered to the Trustee for
       cancellation

               (i) have become due and payable, or

               (ii) will become due and payable at their Stated Maturity within
           one year, or

               (iii) are to be called for redemption within one year under
           arrangements satisfactory to the Trustee for the giving of notice of
           redemption by the Trustee in the name, and at the expense, of the
           Company,

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

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

        (3) the Company has delivered to the Trustee an Officers' Certificate
    and an Opinion of Counsel, each stating that all conditions precedent herein
    provided for relating to the satisfaction and discharge of this Indenture
    have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture pursuant to
this Article 4, the obligations of the Company to the Trustee under
Section 6.07, the obligations of the Trustee to any Authenticating Agent under
Section 6.14 and, if money shall have been deposited with the Trustee pursuant
to subclause (B) of Clause (1) of this Section, the obligations of the Trustee
under Section 4.02 and the last paragraph of Section 10.03 shall survive.

Section 4.02.  APPLICATION OF TRUST MONEY.

    Subject to the provisions of the last paragraph of Section 10.03, all money
deposited with the Trustee pursuant to Section 4.01 shall be held in trust and
applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of

                                       41
<PAGE>
the principal (and premium, if any) and interest for whose payment such money
has been deposited with the Trustee.

                                   ARTICLE 5.
                                    REMEDIES

Section 5.01.  EVENTS OF DEFAULT.

    "Event of Default", wherever used herein, means any one of the following
events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

        (1) failure to pay principal of (or premium, if any, on) any Security at
    its Maturity; or

        (2) failure to pay any interest upon any Security when due, continued
    for 30 days; or

        (3) default, on the applicable Purchase Date, in the purchase of
    Securities required to be purchased by the Company pursuant to an Offer to
    Purchase as to which an Offer has been mailed to Holders or failure to make
    an Offer to Purchase as required hereunder; or

        (4) default in the performance, or breach, of Section 8.01; or

        (5) default in the performance, or breach, of any covenant or warranty
    of the Company in this Indenture (other than a covenant or warranty a
    default whose performance or whose breach is elsewhere in this Section
    specifically dealt with) or in the Securities, and continuance of such
    default or breach for a period of 60 days after there has been given to the
    Company by the Trustee or to the Company and the Trustee by the Holders of
    at least 25% in aggregate principal amount at Stated Maturity of the
    Outstanding Securities a written notice specifying such default or breach
    and requiring it to be remedied and stating that such notice is a "Notice of
    Default" hereunder; or

        (6) a default or defaults under any bond(s), debenture(s), note(s) or
    other evidence(s) of Debt for money borrowed by the Company or any
    Restricted Subsidiary (or under any mortgage(s), indenture(s) or
    instrument(s) under which there may be issued or by which there may be
    secured or evidenced any Debt for money borrowed by the Company or any
    Restricted Subsidiary) having, individually or in the aggregate, a principal
    or similar amount outstanding of at least $25,000,000, whether such Debt now
    exists or shall hereafter be created, which default or defaults shall
    constitute a failure to pay any portion of the principal or similar amount
    of such Debt when due and payable after the expiration of any applicable
    grace period with respect thereto or shall have resulted in such Debt
    becoming or being declared due and payable; or

        (7) a final judgment or final judgments for the payment of money are
    entered against the Company or any Restricted Subsidiary in an aggregate
    amount in excess of $25,000,000 by a court or courts of competent
    jurisdiction, which judgments remain undischarged or unbonded for a period
    (during which execution shall not be effectively stayed) of 60 days after
    the right to appeal all such judgments has expired; or

        (8) the entry by a court having jurisdiction in the premises of (A) a
    decree or order for relief in respect of the Company or any Restricted
    Subsidiary in an involuntary case or proceeding under any applicable Federal
    or State bankruptcy, insolvency, reorganization or other similar law or
    (B) a decree or order adjudging the Company or any Restricted Subsidiary a
    bankrupt or insolvent, or approving as properly filed a petition seeking
    reorganization, arrangement, adjustment or composition of or in respect of
    the Company or any Restricted Subsidiary under any applicable Federal or
    State law, or appointing a custodian, receiver, liquidator, assignee,
    trustee, sequestrator or other similar official of

                                       42
<PAGE>
    the Company or any Restricted Subsidiary or of any substantial part of the
    property of the Company or any Restricted Subsidiary, or ordering the
    winding up or liquidation of the affairs of the Company or any Restricted
    Subsidiary, and the continuance of any such decree or order for relief or
    any such other decree or order unstayed and in effect for a period of 60
    consecutive days; or

        (9) the commencement by the Company or any Restricted Subsidiary of a
    voluntary case or proceeding under any applicable Federal or State
    bankruptcy, insolvency, reorganization or other similar law or of any other
    case or proceeding to be adjudicated a bankrupt or insolvent, or the consent
    by the Company or any Restricted Subsidiary to the entry of a decree or
    order for relief in respect of the Company or any Restricted Subsidiary in
    an involuntary case or proceeding under any applicable Federal or State
    bankruptcy, insolvency, reorganization or other similar law or to the
    commencement of any bankruptcy or insolvency case or proceeding against the
    Company or any Restricted Subsidiary, or the filing by the Company or any
    Restricted Subsidiary of a petition or answer or consent seeking
    reorganization or relief under any applicable Federal or State law, or the
    consent by the Company or any Restricted Subsidiary to the filing of such
    petition or to the appointment of or taking possession by a custodian,
    receiver, liquidator, assignee, trustee, sequestrator or similar official of
    the Company or any Restricted Subsidiary or of any substantial part of the
    property of the Company or any Restricted Subsidiary, or the making by the
    Company or any Restricted Subsidiary of an assignment for the benefit of
    creditors, or the admission by the Company or any Restricted Subsidiary in
    writing of its inability to pay its debts generally as they become due, or
    the taking of corporate action by the Company or any Restricted Subsidiary
    in furtherance of any such action.

Section 5.02.  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

    If an Event of Default (other than an Event of Default specified in
Section 5.01(8) or (9)) occurs and is continuing, then and in every such case
the Trustee or the Holders of not less than 25% in aggregate principal amount at
Stated Maturity of the Outstanding Securities may declare the Default Amount of
all the Securities to be due and payable immediately, by a notice in writing to
the Company (and to the Trustee if given by Holders), and upon any such
declaration such Default Amount and any accrued interest shall become
immediately due and payable. If an Event of Default specified in
Section 5.01(8) or (9) occurs, the Default Amount of and any accrued interest on
the Securities then Outstanding shall IPSO FACTO become immediately due and
payable without any declaration or other Act on the part of the Trustee or any
Holder.

    The Default Amount in respect of any particular Security as of any
particular date shall equal 100% of the principal amount payable in respect of
the Security at the Stated Maturity thereof.

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

        (1) the Company has paid or deposited with the Trustee a sum sufficient
    to pay

           (A) all overdue interest on all Securities (without duplication of
       any amount thereof paid or deposited pursuant to Clause (B) or
       (C) below),

           (B) the principal of (and premium, if any, on) any Securities which
       have become due otherwise than by such declaration of acceleration
       (including any Securities required to have been purchased on the Purchase
       Date pursuant to an Offer to Purchase made by the Company) and, to the
       extent that payment of such interest is lawful, interest thereon at the
       rate provided by the Securities (without duplication of any amount
       thereof paid or deposited pursuant to Clause (A) above or Clause (C)
       below),

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<PAGE>
           (C) to the extent that payment of such interest is lawful, interest
       upon overdue interest at the rate provided by the Securities (without
       duplication of any amount thereof paid or deposited pursuant to
       Clause (A) or (B) above), and

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

    and

        (2) all Events of Default, other than the non-payment of the principal
    of Securities which have become due solely by such declaration of
    acceleration, have been cured or waived as provided in Section 5.13.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

    Unless the context otherwise requires, references in this Indenture to the
principal amount of any Security mean, as of any day, (i) with respect to any
portion thereof required thereunder to be redeemed or repurchased on any
redemption or repurchase date on or prior to such day, the amount due and
payable in respect of such portion upon such redemption or repurchase date
(excluding premium and interest), (ii) with respect to any portion thereof not
required to be so redeemed or repurchased, but which has been declared due and
payable prior to the Stated Maturity thereof, the Default Amount in respect of
such portion as of such day and (iii) with respect to any portion thereof not
required so to be redeemed or repurchased and not so declared due and payable,
such portion of the principal amount of such Security payable at Stated Maturity
thereof.

Section 5.03.  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

    The Company covenants that if

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

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

the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities, the whole amount then due and payable
on such Securities for principal (and premium, if any) and interest, and, to the
extent that payment of such interest shall be legally enforceable, interest on
any overdue principal (and premium, if any) and on any overdue interest, at the
rate provided by the Securities, and, in addition thereto, such further amount
as shall be sufficient to cover the costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel.

    If an Event of Default occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the
Holders by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

Section 5.04.  TRUSTEE MAY FILE PROOFS OF CLAIM.

    In case of any judicial proceeding relative to the Company (or any other
obligor upon the Securities), its property or its creditors, the Trustee shall
be entitled and empowered, by intervention in such proceeding or otherwise, to
take any and all actions authorized under the Trust Indenture Act in order to
have claims of the Holders and the Trustee allowed in any such proceeding. In
particular, the Trustee shall

                                       44
<PAGE>
be authorized to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 6.07.

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

Section 5.05.  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

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

Section 5.06.  APPLICATION OF MONEY COLLECTED.

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

        FIRST:  To the payment of all amounts due the Trustee under
    Section 6.07; and

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

Section 5.07.  LIMITATION ON SUITS.

    No Holder of any Security shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless

        (1) such Holder has previously given written notice to a Responsible
    Officer of the Trustee of a continuing Event of Default;

        (2) the Holders of a majority in aggregate principal amount at Stated
    Maturity of the Outstanding Securities shall have made written request to a
    Responsible Officer of the Trustee to institute proceedings in respect of
    such Event of Default in its own name as Trustee hereunder;

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

                                       45
<PAGE>
        (4) the Trustee for 60 days after its receipt of such notice, request
    and offer of indemnity has failed to institute any such proceeding; and

        (5) no direction inconsistent with such written request has been given
    to the Trustee during such 60-day period by the Holders of a majority in
    principal amount at Stated Maturity of the Outstanding Securities;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture to affect, disturb or prejudice the rights of any other Holders,
or to obtain or to seek to obtain priority or preference over any other Holders
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all the Holders.

Section 5.08.  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND
  INTEREST.

    Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of (and premium, if any) and (subject to Section 3.09)
interest on such Security on the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date or in the case
of an Offer to Purchase made by the Company and required to be accepted as to
such Security, on the Purchase Date) and to institute suit for the enforcement
of any such payment, and such rights shall not be impaired without the consent
of such Holder.

Section 5.09.  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 Trustee and the Holders shall continue as though
no such proceeding had been instituted.

Section 5.10.  RIGHTS AND REMEDIES CUMULATIVE.

    Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 3.08, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

Section 5.11.  DELAY OR OMISSION NOT WAIVER.

    No delay or omission of the Trustee or of any Holder of any Security to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.

                                       46
<PAGE>
Section 5.12.  CONTROL BY HOLDERS.

    By giving the Required Consent, those Persons giving the Required Consent
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee, provided that

        (1) such direction shall not be in conflict with any rule of law or with
    this Indenture, and

        (2) the Trustee may take any other action deemed proper by the Trustee
    which is not inconsistent with such direction.

Section 5.13.  WAIVER OF PAST DEFAULTS.

    By giving the Required Consent, those Persons giving the Required Consent
may, on behalf of the Holders of all the Securities, waive any past default
hereunder and its consequences, except a default

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

        (2) in respect of a covenant or provision hereof which under Article 9
    cannot be modified or amended without the consent of the Holder of each
    Outstanding Security affected.

    Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.

Section 5.14.  UNDERTAKING FOR COSTS.

    In any suit for the enforcement of any right or remedy under this Indenture,
or in any suit against the Trustee for any action taken, suffered or omitted by
it as Trustee, a court may require any party litigant in such suit to file an
undertaking to pay the costs of such suit, and may assess costs against any such
party litigant, in the manner and to the extent provided in the Trust Indenture
Act; PROVIDED, that neither this Section nor the Trust Indenture Act shall be
deemed to authorize any court to require such an undertaking or to make such an
assessment in any suit instituted by the Company.

Section 5.15.  WAVIER OF STAY OF EXTENSION 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 usury, stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it 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.

                                       47
<PAGE>
                                   ARTICLE 6.
                                  THE TRUSTEE

Section 6.01.  CERTAIN DUTIES AND RESPONSIBILITIES.

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

Section 6.02.  NOTICE OF DEFAULTS.

    The Trustee shall give the Holders notice of any Default hereunder as and to
the extent provided by the Trust Indenture Act; PROVIDED, HOWEVER, that in the
case of any Default of the character specified in Section 5.01(5), no such
notice to Holders shall be given until at least 30 days after a Responsible
Officer has actual knowledge of the occurrence thereof.

Section 6.03.  CERTAIN RIGHTS OF TRUSTEE.

    Subject to the provisions of Section 6.01:

        (a) 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 indebtedness or other paper or
    document believed by it to be genuine and to have been signed or presented
    by the proper party or parties;

        (b) any request or direction of the Company mentioned herein shall be
    sufficiently evidenced by a Company Request or Company Order and any
    resolution of the Board of Directors may be sufficiently evidenced by a
    Board Resolution;

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

        (d) the Trustee may consult with counsel of its selection and the advice
    of such counsel or any Opinion of Counsel shall be full and complete
    authorization and protection in respect of any action taken, suffered or
    omitted by it hereunder in good faith and in reliance thereon;

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

        (f) the Trustee shall not be bound to make any investigation into the
    facts or matters stated in any resolution, certificate, statement,
    instrument, opinion, report, notice, request, direction, consent, order,
    bond, debenture, note, other evidence of indebtedness or other paper or
    document, 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

                                       48
<PAGE>
    entitled (subject to reasonable confidentiality arrangements as may be
    proposed by the Company) to examine the books, records and premises of the
    Company, personally or by agent or attorney;

        (g) the Trustee may execute any of the trusts or powers hereunder or
    perform any duties hereunder either directly or by or through agents or
    attorneys and the Trustee shall not be responsible for any misconduct or
    negligence on the part of any agent or attorney appointed with due care by
    it hereunder;

        (h) the Trustee shall not be liable for any action taken, suffered, or
    omitted to be taken by it in good faith and reasonably believed by it to be
    authorized or within the discretion or rights or powers conferred upon it by
    this Indenture;

        (i) the Trustee shall not be deemed to have notice of any Default or
    Event of Default unless a Responsible Officer of the Trustee has actual
    knowledge thereof or unless written notice of any event which is in fact
    such a default is received by the Trustee at the Corporate Trust Office of
    the Trustee, and such notice references the Securities and this Indenture;

        (j) the rights, privileges, protections, immunities and benefits given
    to the Trustee, including, without limitation, its right to be indemnified,
    are extended to, and shall be enforceable by, the Trustee in each of its
    capacities hereunder, and to each agent, custodian and other Person employed
    to act hereunder; and

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

Section 6.04.  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

    The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Securities. The Trustee shall not be accountable for the use or
application by the Company of Securities or the proceeds thereof.

Section 6.05.  MAY HOLD SECURITIES.

    The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
6.08 and 6.13, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.

Section 6.06.  MONEY HELD IN TRUST.

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

Section 6.07.  COMPENSATION AND REIMBURSEMENT.

    The Company agrees:

        (1) to pay to the Trustee from time to time such compensation as the
    Company and the Trustee shall from time to time agree in writing for all
    services rendered by it hereunder (which compensation

                                       49
<PAGE>
    shall not be limited by any provision of law in regard to the compensation
    of a trustee of an express trust);

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

        (3) to indemnify the Trustee and any predecessor Trustee for, and to
    hold it harmless against, any and all loss, damage, claim, liability or
    expense incurred without negligence or bad faith on its part, including
    taxes (other than taxes based upon, measured by or determined by the revenue
    or income of the Trustee), arising out of or in connection with the
    acceptance or administration of this trust, including the costs and expenses
    of defending itself against any claim or liability in connection with the
    exercise or performance of any of its powers or duties hereunder.

    The Trustee shall have a lien prior to the Securities as to all property and
funds held by it hereunder for any amount owing to it pursuant to this
Section 6.07, except with respect to funds held in trust for the benefit of the
Holders of particular Securities.

    When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 5.01(8) or Section 5.01(9), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or
other similar law.

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

Section 6.08.  CONFLICTING INTERESTS.

    If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.

Section 6.09.  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

    There shall at all times be a Trustee hereunder which shall be a Person that
is eligible pursuant to the Trust Indenture Act to act as such and has a
combined capital and surplus of at least $50,000,000 and its Corporate Trust
Office in the Borough of Manhattan, The City of New York. If such Person
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section and to the extent permitted by the Trust Indenture Act, the
combined capital and surplus of such Person shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

Section 6.10.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

    (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.11.

    (b) The Trustee may resign at any time by giving written notice thereof to
the Company. If an instrument of acceptance by a successor Trustee in accordance
with the applicable requirements of Section 6.11 shall not have been delivered
to the Trustee within 30 days after the giving of such notice of

                                       50
<PAGE>
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

    (c) The Trustee may be removed at any time by Act of the Holders of a
majority in principal amount at Stated Maturity of the Outstanding Securities,
delivered to the Trustee and to the Company. If an instrument of acceptance by a
successor Trustee in accordance with the applicable requirements of
Section 6.11 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of removal, the Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

    (d) If at any time:

        (2) the Trustee shall fail to comply with Section 6.08 after written
    request therefor by the Company or by any Holder who has been a bona fide
    Holder of a Security for at least six months, or

        (3) the Trustee shall cease to be eligible under Section 6.09 and shall
    fail to resign after written request therefor by the Company or by any such
    Holder, or

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

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee, or (ii) subject to Section 5.14, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.

    (a) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, the Company,
by a Board Resolution, shall promptly appoint a successor Trustee. If, within
one year after such resignation, removal or incapability, or the occurrence of
such vacancy, a successor Trustee shall be appointed by Act of the Holders of a
majority in principal amount at Stated Maturity of the Outstanding Securities
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 6.11, become the successor Trustee
and supersede the successor Trustee appointed by the Company. If no successor
Trustee shall have been so appointed by the Company or the Holders and accepted
appointment in accordance with the applicable requirements of Section 6.11, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee.

    (b) The Company shall give notice of each resignation and each removal of
the Trustee and each appointment of a successor Trustee to all Holders in the
manner provided in Section 1.06. Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.

Section 6.11.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

    Every successor Trustee appointed hereunder shall execute, acknowledge and
deliver to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder. Upon request of any such

                                       51
<PAGE>
successor Trustee, the Company shall execute any and all instruments for more
fully and certainly vesting in and confirming to such successor Trustee all such
rights, powers and trusts.

    No successor Trustee shall accept its appointment unless at the time of such
acceptance such successor Trustee shall be qualified and eligible under this
Article.

Section 6.12.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

    Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

Section 6.13.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

    If and when the Trustee shall be or become a creditor of the Company (or any
other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).

Section 6.14.  APPOINTMENT OF AUTHENTICATING AGENT.

    The Trustee may appoint an Authenticating Agent or Agents which shall be
authorized to act on behalf of the Trustee to authenticate Securities (including
Additional Securities) issued upon original issue and upon exchange,
registration of transfer or partial redemption or partial purchase or pursuant
to Section 3.08, and Securities so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes as
if authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

    Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all the
corporate agency or corporate trust business of an Authenticating Agent, shall
continue to be an Authenticating Agent, provided such corporation shall be
otherwise eligible under this Section, without the execution or filing of any
paper or any further act on the part of the Trustee or the Authenticating Agent.

                                       52
<PAGE>
    An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 1.06, to all Holders as their
names and addresses appear in the Security Register. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with
like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.

    The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section.

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

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

Dated:

<TABLE>
<S>                                                    <C>  <C>
                                                       The Bank of New York,
                                                       as Trustee

                                                       By
                                                            -----------------------------------------
                                                            As Authenticating Agent

                                                       By
                                                            -----------------------------------------
                                                            Authority Signatory
</TABLE>

                                       53
<PAGE>
                                   ARTICLE 7.
               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.01.  COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

    The Company will furnish or cause to be furnished to the Trustee

        (a) semi-annually, not more than 15 days after each March 1 and
    September 1, commencing September 15, 2000 a list, in such form as the
    Trustee may reasonably require, of the names and addresses of the Holders as
    of such Regular Record Date, and

        (b) at such other times as the Trustee may request in writing, within
    30 days after the receipt by the Company of any such request, a list of
    similar form and content as of a date not more than 15 days prior to the
    time such list is furnished;

EXCLUDING from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

Section 7.02.  PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

        (a) The Trustee shall preserve, in as current a form as is reasonably
    practicable, the names and addresses of Holders contained in the most recent
    list furnished to the Trustee as provided in Section 7.01 and the names and
    addresses of Holders received by the Trustee in its capacity as Security
    Registrar. The Trustee may destroy any list furnished to it as provided in
    Section 7.01 upon receipt of a new list so furnished.

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

        (c) Every Holder of Securities, by receiving and holding the same,
    agrees with the Company and the Trustee that neither the Company nor the
    Trustee nor any agent of either of them shall be held accountable by reason
    of any disclosure of information as to the names and addresses of Holders
    made pursuant to the Trust Indenture Act.

Section 7.03.  REPORTS BY TRUSTEE.

        (a) Within 60 days after March 1 of each year commencing March 1, 2001,
    the Trustee shall transmit to Holders such reports concerning the Trustee
    and its actions under this Indenture as may be required pursuant to the
    Trust Indenture Act at the times and in the manner provided pursuant
    thereto.

        (b) A copy of each such report shall, at the time of such transmission
    to Holders, be filed by the Trustee with each stock exchange upon which the
    Securities are listed, with the Commission and with the Company. The Company
    will promptly notify the Trustee when the Securities are listed on any stock
    exchange.

Section 7.04.  REPORTS BY COMPANY.

    The Company shall file with the Trustee and the Commission, and transmit to
Holders, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times and
in the manner provided pursuant to such Act; provided that any such information,
documents or reports required to be filed with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within
15 days after the same is so required to be filed with the Commission. The
Trustee's receipt of such reports, information and documents shall not

                                       54
<PAGE>
constitute constructive notice of any information contained therein or
determinable from information contained therein.

                                   ARTICLE 8.
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 8.01.  COMPANY MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS.

    The Company (x) shall not, in any transaction or series of related
transactions, merge or consolidate with or into, or sell, assign, convey,
transfer or otherwise dispose of its properties and assets substantially as an
entirety to, any Person, and (y) shall not permit any of its Restricted
Subsidiaries to enter into any such transaction or series of transactions if
such transaction or series of transactions, in the aggregate, would result in a
sale, assignment, conveyance, transfer or other disposition of the properties
and assets of the Company and its Restricted Subsidiaries, taken as a whole,
substantially as an entirety to any Person, unless, in each case (x) or (y), at
the time and after giving effect thereto

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

        (ii) immediately before and immediately after giving effect to such
    transaction or series of transactions on a PRO FORMA basis (including any
    Debt Incurred or anticipated to be Incurred in connection with or in respect
    of such transaction or series of transactions), no Default or Event of
    Default shall have occurred and be continuing, and

        (iii) the Company or the Surviving Entity will, at the time of such
    transaction and after giving PRO FORMA effect thereto as if such transaction
    had occurred at the beginning of the applicable period, (A) have
    Consolidated Net Worth immediately after the transaction equal to or greater
    than the Consolidated Net Worth of the Company immediately preceding the
    transaction and (B) be permitted to Incur at least $1.00 of additional Debt
    pursuant to clause (a) of Section 10.08;

PROVIDED, HOWEVER, that the foregoing requirements shall not apply to any
transaction or series of transactions involving the sale, assignment,
conveyance, transfer or other disposition of the properties and assets by any
Restricted Subsidiary to any other Restricted Subsidiary, or the merger or
consolidation of any Restricted Subsidiary with or into any other Restricted
Subsidiary. The Company shall not, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more related
transactions, to any other Person.

    In connection with any consolidation, merger, sale, assignment, conveyance,
transfer or other disposition contemplated by the foregoing provisions, the
Company shall deliver, or cause to be delivered, to the Trustee, in form and
substance reasonably satisfactory to the Trustee, an Officers' Certificate
stating that such consolidation, merger, sale, assignment, conveyance, transfer,
or other disposition and the supplemental indenture in respect thereof (required
under clause (i)(B) of the preceding paragraph) comply with the requirements of
this Indenture and an Opinion of Counsel that the conditions of this Article 8
have

                                       55
<PAGE>
been complied with. Each such Officers' Certificate shall set forth the manner
of determination of the Company's compliance in accordance with clause (iii) of
the preceding paragraph.

    For all purposes of this Indenture and the Securities (including the
provisions described in the two immediately preceding paragraphs and
Section 10.08 and Section 10.10), Subsidiaries of any Surviving Entity will,
upon such transaction or series of transactions, become Restricted Subsidiaries
or Unrestricted Subsidiaries as provided pursuant to Section 10.10 and all Debt
of the Surviving Entity and its Subsidiaries that was not Debt of the Company
and its Subsidiaries immediately prior to such transaction or series of
transactions shall be deemed to have been Incurred upon such transaction or
series of transactions.

Section 8.02.  SUCCESSOR SUBSTITUTED.

    Upon any transaction or series of transactions that are of the type
described in clause (x) or (y) of, and are effected in accordance with,
Section 8.01, the Surviving Entity 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 Surviving Entity had been named as the Company herein,
and thereafter the predecessor Person shall be relieved of all obligations and
covenants under this Indenture and the Securities.

                                   ARTICLE 9.
                            SUPPLEMENTAL INDENTURES

Section 9.01.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

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

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

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

        (3) to comply with any requirements of the Commission in order to effect
    and maintain the qualification of this Indenture under the Trust Indenture
    Act; or

        (4) to cure any ambiguity, to correct or supplement any provision herein
    which may be defective or inconsistent with any other provision herein, or

        (5) to make any other provisions with respect to matters or questions
    arising under this Indenture which shall not be inconsistent with the
    provisions of this Indenture, provided such action pursuant to this
    Clause (5) shall not adversely affect the interests of the Holders in any
    material respect (as determined in good faith by the Board of Directors); or

        (6) to provide for the issuance of Additional Securities in accordance
    with the limitations set forth in this Indenture as of the date hereof.

Section 9.02.  SUPPLEMENTAL INDENTURE WITH CONSENT OF HOLDERS.

    After receipt of the Required Consent, given by Act of those Persons giving
the Required Consent delivered to the Company and the Trustee, the Company, when
authorized by a Board Resolution, and the Trustee may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of modifying in any manner the rights of the Holders under this Indenture;
PROVIDED, HOWEVER, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Security affected thereby,

                                       56
<PAGE>
        (1) change the Stated Maturity of the principal of, or any installment
    of interest on, any Security, or reduce the principal amount thereof or the
    rate of interest thereon or any premium payable thereon, or reduce the
    Default Amount that would be due and payable on acceleration of the Maturity
    thereof pursuant to Section 5.02, or change the place of payment where, or
    the coin or currency in which, any Security or any premium or interest
    thereon is payable, or impair the right to institute suit for the
    enforcement of any such payment on or after the Stated Maturity thereof (or,
    in the case of redemption, on or after the Redemption Date or, in the case
    of any Security required to be purchased pursuant to an Offer to Purchase,
    on or after the applicable Purchase Date), or

        (2) reduce the percentage in principal amount at Stated Maturity of the
    Outstanding Securities, the consent of whose Holders is required for any
    such supplemental indenture, or the consent of whose Holders is required for
    any waiver (of compliance with certain provisions of this Indenture or
    certain defaults hereunder and their consequences) provided for in this
    Indenture, or

        (3) modify any of the provisions of this Section, Section 5.13 or
    Section 10.18, except to increase any such percentage or to provide that
    certain other provisions of this Indenture cannot be modified or waived
    without the consent of the Holder of each Outstanding Security affected
    thereby, or

        (4) following the mailing of an Offer with respect to an Offer to
    Purchase pursuant to Section 10.13, modify the provisions of this Indenture
    with respect to such Offer to Purchase in a manner adverse to such Holder.

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

Section 9.03.  EXECUTION OF SUPPLEMENTAL INDENTURES.

    In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall receive, and (subject to
Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel
stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise.

Section 9.04.  EFFECT OF SUPPLEMENTAL INDENTURES.

    Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

Section 9.05.  CONFORMITY WITH TRUST INDENTURE ACT.

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

Section 9.06.  REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

    Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities so modified as to conform, in the opinion of the Trustee and the
Company, to any such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities.

                                       57
<PAGE>
                                  ARTICLE 10.
                                   COVENANTS

Section 10.01.  PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

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

Section 10.02.  MAINTENANCE OF OFFICE OR AGENCY.

    The Company will maintain in the Borough of Manhattan, The City of New York,
an office or agency where Securities may be presented or surrendered for
payment, where Securities may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Securities 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 Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands. In the event any such notice or demands are so made or
served on the Trustee, the Trustee will promptly forward copies thereof to the
Company.

    The Company may also from time to time designate one or more other offices
or agencies (in or outside the Borough of Manhattan, The City of New York) where
the Securities may be presented or surrendered for any or all such purposes and
may from time to time rescind such designations; PROVIDED, HOWEVER, that no such
designation or rescission shall in any manner relieve the 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.

Section 10.03.  MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST.

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

    Whenever the Company shall have one or more Paying Agents, it will, prior to
each due date of the principal of (and premium, if any) or interest on any
Securities, deposit with a Paying Agent a sum sufficient to pay the principal
(and premium, if any) or interest so becoming due, such sum to be held as
provided by the Trust Indenture Act, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure
so to act.

    The Company will cause each Paying Agent other than the Trustee to execute
and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section, that such Paying
Agent will: (i) comply with the provisions of the Trust Indenture Act applicable
to it as Paying Agent and (ii) during the continuance of any default by the
Company (or any other obligor upon the Securities) in the making of any payment
in respect of the Securities, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent as such.

    The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the

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Trustee all sums held in trust by the Company or such Paying Agent, such sums to
be held by the Trustee upon the same trusts as those upon which such sums were
held by the Company or such Paying Agent; and, upon such payment by any Paying
Agent to the Trustee, such Paying Agent shall be released from all further
liability with respect to such money.

    Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of (and premium, if any)
or interest on any Security and remaining unclaimed for two years after such
principal (and premium, if any) or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease.

Section 10.04.  EXISTENCE.

    Subject to Article 8, the Company will do or cause to be done all things
necessary to preserve and keep in full force and effect its existence, rights
(charter and statutory) and material franchises; PROVIDED, HOWEVER, that the
Company shall not be required to preserve any such right or franchise if the
Board of Directors in good faith shall determine that the preservation thereof
is no longer desirable in the conduct of the business of the Company and that
the loss thereof is not disadvantageous in any material respect to the Holders.

Section 10.05.  MAINTENANCE OF PROPERTIES.

    The Company will cause all material properties used or useful in the conduct
of its business or the business of any Restricted Subsidiary 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 and advantageously conducted at all times; PROVIDED,
HOWEVER, that nothing in this Section shall prevent the Company from
discontinuing the operation or maintenance of any of such material properties if
such discontinuance is, as determined by the Board of Directors in good faith,
desirable in the conduct of its business or the business of any Restricted
Subsidiary and not disadvantageous in any material respect to the Holders.

Section 10.06.  PAYMENT OF TAXES AND OTHER CLAIMS.

    The Company will pay or discharge or cause to be paid or discharged, before
the same shall become delinquent, (1) all taxes, assessments and governmental
charges levied or imposed upon the Company or any of its Restricted Subsidiaries
or upon the income, profits or property of the Company or any of its Restricted
Subsidiaries, and (2) all lawful claims for labor, materials and supplies which,
if unpaid, might by law become a lien upon the property of the Company or any of
its Restricted Subsidiaries; PROVIDED, HOWEVER, 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 whose amount, applicability or validity is being
contested in good faith by appropriate proceedings.

Section 10.07.  MAINTENANCE OF INSURANCE.

    The Company shall, and shall cause its Restricted Subsidiaries to, keep at
all times all of their properties which are of an insurable nature insured
against loss or damage with insurers believed by the Company to be responsible
to the extent that property of similar character is usually so insured by
corporations similarly situated and owning like properties in accordance with
good business practice.

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Section 10.08.  LIMITATION ON CONSOLIDATED DEBT.

    The Company shall not, and shall not permit any Restricted Subsidiary to,
Incur any Debt (including Acquired Debt), other than Permitted Debt, unless
immediately after giving effect to the Incurrence of such Debt and the receipt
and application of the net proceeds therefrom (including, without limitation,
the application or use of the net proceeds therefrom to repay Debt or make any
Restricted Payment) (a) the Consolidated Debt to Annualized Operating Cash Flow
Ratio would be less than 7.0 to 1.0, or (b) in the case of any incurrence of
Debt prior to January 1, 2005 only, Consolidated Debt would be equal to or less
than 80% of Total Invested Capital.

Section 10.09.  LIMITATION ON RESTRICTED PAYMENTS.

    The Company shall not, directly or indirectly:

        (i)  declare or pay any dividend on, or make any distribution to the
    holders of, any shares of its Capital Stock (other than dividends or
    distributions payable solely in its Capital Stock (other than Redeemable
    Stock) or in options, warrants or other rights to purchase any such Capital
    Stock (other than Redeemable Stock));

        (ii)  purchase, redeem or otherwise acquire or retire for value, or
    permit any Restricted Subsidiary to, directly or indirectly, purchase,
    redeem or otherwise acquire or retire for value (other than value consisting
    solely of Capital Stock of the Company that is not Redeemable Stock or
    options, warrants or other rights to acquire such Capital Stock that is not
    Redeemable Stock), any Capital Stock of the Company (including options,
    warrants or other rights to acquire such Capital Stock);

        (iii)  redeem, repurchase, defease or otherwise acquire or retire for
    value, or permit any Restricted Subsidiary to, directly or indirectly,
    redeem, repurchase, defease or otherwise acquire or retire for value (other
    than value consisting solely of Capital Stock of the Company that is not
    Redeemable Stock or options, warrants or other rights to acquire such
    Capital Stock that is not Redeemable Stock), prior to any scheduled
    maturity, scheduled repayment or scheduled sinking fund payment, any Debt
    that is subordinate (whether pursuant to its terms or by operation of law)
    in right of payment to the Securities; or

        (iv)  make, or permit any Restricted Subsidiary, directly or indirectly,
    to make, any Investment (other than any Permitted Investment) in any Person
    (other than in a Restricted Subsidiary or a Person that becomes a Restricted
    Subsidiary as a result of such Investment);

(each of the foregoing actions set forth in clauses (i) through (iv), other than
any such action that is a Permitted Investment or a Permitted Distribution,
being referred to as a "Restricted Payment") unless, at the time of such
Restricted Payment, and after giving effect thereto:

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

        (b)  the Company would, at the time of such Restricted Payment and after
    giving PRO FORMA effect thereto as if such Restricted Payment had been made
    at the beginning of the applicable period, have been permitted to Incur at
    least $1.00 of additional Debt pursuant to clause (a) of Section 10.08; and

        (c)  after giving effect to such Restricted Payment on a PRO FORMA
    basis, the aggregate amount of all Restricted Payments made on or after the
    date hereof shall not exceed:

           (1)  the amount of (x) the Operating Cash Flow of the Company after
       December 31, 2002 through the end of the latest full fiscal quarter for
       which consolidated financial statements of the Company are available
       preceding the date of such Restricted Payment (treated as a single
       accounting period) less (y) 150% of the cumulative Consolidated Interest
       Expense of the Company after December 31, 2002 through the end of the
       latest full fiscal quarter for which

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       consolidated financial statements are available preceding the date of
       such Restricted Payment (treated as a single accounting period), plus

           (2)  the aggregate net proceeds (other than proceeds from a Committed
       Capital Contribution), including the fair market value of property other
       than cash (as determined, (A) in the case of any property other than cash
       with a value less than $25.0 million, by the Board of Directors, whose
       good faith determination shall be conclusive and as evidenced by a Board
       Resolution, or (B) in the case of any property other than cash with a
       value equal to or greater than $25.0 million, by an accounting, appraisal
       or investment banking firm of national standing and evidenced by a
       written opinion of such firm), received by the Company from the issuance
       and sale (other than to a Restricted Subsidiary) on or after
       February 24, 2000 of shares of its Capital Stock (other than Redeemable
       Stock), or any options, warrants or other rights to purchase such Capital
       Stock (other than Redeemable Stock), other than shares of Capital Stock
       or options, warrants or other rights to purchase Capital Stock (or shares
       issuable upon exercise thereof), the proceeds of the issuance of which is
       used to make a Directed Investment (unless such designation has been
       revoked by the Board of Directors and the Company is able to make such
       Investment pursuant to this Section 10.09 (other than as a Directed
       Investment)), plus

           (3)  the aggregate net proceeds, including the fair market value of
       property other than cash (as determined, (A) in the case of any property
       other than cash with a value less than $25.0 million, by the Board of
       Directors, whose good faith determination shall be conclusive and as
       evidenced by a Board Resolution, or (B) in the case of any property other
       than cash with a value equal to or greater than $25.0 million, by an
       accounting, appraisal or investment banking firm of national standing and
       evidenced by a written opinion of such firm), received by the Company
       from the issuance or sale (other than to a Restricted Subsidiary) after
       February 24, 2000 of any Capital Stock of the Company (other than
       Redeemable Stock), or any options, warrants or other rights to purchase
       such Capital Stock (other than Redeemable Stock), upon the conversion of,
       or exchange for, Debt of the Company or a Restricted Subsidiary.

    The foregoing limitations in this Section 10.09 do not limit or restrict the
making of any Permitted Distribution, Permitted Investment or Directed
Investment, and neither a Permitted Distribution nor a Permitted Investment
shall be counted as a Restricted Payment for purposes of clause (c) above. In
addition, the foregoing limitations do not prevent the Company from (I) paying a
dividend on Capital Stock of the Company within 60 days after the declaration
thereof if, on the date when the dividend was declared, the Company could have
paid such dividend in accordance with the provisions of this Indenture,
(II) repurchasing Capital Stock of the Company (including options, warrants or
other rights to acquire such Capital Stock) from former employees or Directors
of the Company or any Subsidiary thereof for consideration not to exceed (A) in
the case of all such employees or directors (other than Itemized Executives),
$500,000 in the aggregate in any fiscal year, with amounts not used in any given
fiscal year being carried over into subsequent fiscal years, and (B) in the case
of any Itemized Executive, $2.0 million per Itemized Executive (plus the amount
of any proceeds of any key man life insurance received by the Company in respect
of such Itemized Executive) in any fiscal year, with the aggregate amount of
such repurchases under this clause (II)(B) not to exceed $5.0 million in any
fiscal year; PROVIDED that the aggregate amount of all such repurchases made
pursuant to this clause (II) does not exceed $17.0 million in the aggregate (not
including the amount of any proceeds of key man life insurance received by the
Company in respect to any Itemized Executive), (III) 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, (IV) making a loan in the aggregate principal amount of
approximately $2.2 million to certain officer(s) of the Company as described in
the Memorandum (with Restricted Payments pursuant to this clause not being
counted as Restricted Payments for purposes of clause (c) above), (V) the
redemption, repurchase, defeasance or other acquisition or retirement for value
of Indebtedness that is

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subordinated in right of payment to the Securities, including premium, if any,
and accrued and unpaid interest, with the proceeds of, or in exchange for,
(a) the proceeds of a capital contribution or a substantially concurrent
offering of, shares of Capital Stock (other than Redeemable Stock) of the
Company (or options, warrants or other rights to acquire such Capital Stock) the
proceeds of which are not designated as a Directed Investment, or (b) Debt that
is at least as subordinated in right of payment to the Securities, including
premium, if any, and accrued and unpaid interest, as the Debt being purchased,
(with Restricted Payments pursuant to this clause not being counted as
Restricted Payments for purposes of clause (c) above), (VI) 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 capital contribution or a substantially concurrent offering
of, shares of Common Stock (other than Redeemable Stock) of the Company (or
options, warrants or other rights to acquire such Capital Stock) the proceeds of
which are not designated as a Directed Investment or (VII) other Restricted
Payments not to exceed $5.0 million in the aggregate at any time outstanding
(with Restricted Payments pursuant to this clause not being counted as
Restricted Payments for purposes of clause (c) above).

    Notwithstanding the foregoing, no Investment in a Person that immediately
thereafter would be a Restricted Subsidiary will be a Restricted Payment. In
addition, if any Person in which an Investment is made, which Investment
constitutes a Restricted Payment when made, thereafter becomes a Restricted
Subsidiary, all such Investments previously made in such Person shall no longer
be counted as Restricted Payments for purposes of calculating the aggregate
amount of Restricted Payments pursuant to clause (c) of the third preceding
paragraph or the aggregate amount of Investments pursuant to clause (V)(a) of
the immediately preceding paragraph, in each case to the extent such Investments
would otherwise be so counted.

    For purposes of clause (c)(3) above, the net proceeds received by the
Company from the issuance or sale of its Capital Stock either upon the
conversion of, or exchange for, Debt of the Company or any Restricted Subsidiary
shall be deemed to be an amount equal to (a) the sum of (i) the principal amount
or accreted value (whichever is less) of such Debt on the date of such
conversion or exchange and (ii) the additional cash consideration, if any,
received by the Company upon such conversion or exchange, less any payment on
account of fractional shares, MINUS (b) all expenses incurred in connection with
such issuance or sale. In addition, for purposes of clause (c)(3) above, the net
proceeds received by the Company from the issuance or sale of its Capital Stock
upon the exercise of any options or warrants of the Company or any Restricted
Subsidiary shall be deemed to be an amount equal to (a) the additional cash
consideration, if any, received by the Company upon such exercise, MINUS
(b) all expenses incurred in connection with such issuance or sale.

    For purposes of this Section 10.09, if a particular Restricted Payment
involves a non-cash payment, including a distribution of assets, then such
Restricted Payment shall be deemed to be an amount equal to the cash portion of
such Restricted Payment, if any, plus an amount equal to the fair market value
of the non-cash portion of such Restricted Payment, as determined by the Board
of Directors (whose good faith determination shall be conclusive and evidenced
by a Board Resolution).

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

Section 10.10.  RESTRICTED SUBSIDIARIES.

    Subject to compliance with Section 10.09, the Board of Directors may
designate any Restricted Subsidiary as an Unrestricted Subsidiary.

    The designation by the Board of Directors of a Restricted Subsidiary as an
Unrestricted Subsidiary shall, for all purposes of Section 10.09 (including
clause (b) thereof), be deemed to be a Restricted

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Payment of an amount equal to the fair market value of the Company's ownership
interest in such Subsidiary (including, without duplication, such indirect
ownership interest in all Subsidiaries of such Subsidiary), as determined by the
Board of Directors in good faith and evidenced by a Board Resolution.

    Notwithstanding the foregoing provisions of this Section 10.10, the Board of
Directors may not designate a Subsidiary of the Company to be an Unrestricted
Subsidiary if, after such designation, (a) the Company or any of its other
Restricted Subsidiaries (i) provides credit support for, or a Guarantee of, any
Debt of such Subsidiary (including any undertaking, agreement or instrument
evidencing such Debt) or (ii) is directly or indirectly liable for any Debt of
such Subsidiary, (b) a default with respect to any Debt of such Subsidiary
(including any right which the holders thereof may have to take enforcement
action against such Subsidiary) would permit (upon notice, lapse of time or
both) any holder of any other Debt of the Company or any Restricted Subsidiary
to declare a default on such other Debt or cause the payment thereof to be
accelerated or payable prior to its final scheduled maturity or (c) such
Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property
of, any Restricted Subsidiary which is not a Subsidiary of the Subsidiary to be
so designated.

    The Board of Directors, from time to time, may designate any Person that is
about to become a Subsidiary of the Company as an Unrestricted Subsidiary, and
may designate any newly-created Subsidiary of the Company as an Unrestricted
Subsidiary, if at the time such Subsidiary is created it contains no assets
(other than such DE MINIMIS amount of assets then required by law for the
formation of corporations) and no Debt. Subsidiaries of the Company that are not
designated by the Board of Directors as Restricted or Unrestricted Subsidiaries
shall be deemed to be Restricted Subsidiaries. Notwithstanding any provisions of
this Section 10.10, all Subsidiaries of an Unrestricted Subsidiary shall be
Unrestricted Subsidiaries.

Section 10.11.  TRANSACTIONS WITH AFFILIATES.

    The Company shall not, and shall not permit any Restricted Subsidiary to,
directly or indirectly, enter into any transaction (including the purchase,
sale, lease or exchange of any property or the rendering of any service) or
series of related transactions with any Affiliate of the Company on terms that
are less favorable to the Company or such Restricted Subsidiary, as the case may
be, than those which might be obtained at the time of such transaction from a
Person that is not such an Affiliate; PROVIDED, HOWEVER, that this
Section 10.11 shall not limit, or be applicable to, (i) any transaction between
Unrestricted Subsidiaries not involving the Company or any Restricted
Subsidiary, (ii) any transaction between the Company and any Restricted
Subsidiary or between Restricted Subsidiaries or (iii) any Permitted
Transactions. In addition, any transaction or series of related transactions,
other than Permitted Transactions, between the Company or any Restricted
Subsidiary and any Affiliate of the Company (other than a Restricted Subsidiary)
involving an aggregate consideration of $5 million or more must be approved in
good faith by a majority of the Company's Disinterested Directors (of which
there must be at least one) and evidenced by a Board Resolution, or if there is
no Disinterested Director at such time or such transaction involves aggregate
consideration of $25.0 million or more, by an opinion as to fairness ("Fairness
Opinion") to the Company or such Subsidiary from a financial point of view
issued by an accounting, appraisal or investment banking firm of national
standing. For purposes of this Section 10.11, any transaction or series of
related transactions between the Company or any Restricted Subsidiary and an
Affiliate of the Company that is approved by a majority of the Disinterested
Directors (of which there must be at least one to utilize this method of
approval) and evidenced by a Board Resolution or for which a Fairness Opinion
has been issued shall be deemed to be on terms as favorable as those that might
be obtained at the time of such transaction (or series of transactions) from a
Person that is not such an Affiliate and thus shall be permitted under this
Section 10.11.

Section 10.12.  LIENS.

    The Company shall not and shall not permit any of its Restricted
Subsidiaries to create, incur, assume or otherwise cause or suffer to exist or
become effective any Lien of any kind (other than Permitted Liens)

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upon any of their property or assets, now owned or hereafter acquired, unless
all payments due under this Indenture and the Securities are secured on an equal
and ratable basis with the obligations so secured until such time as such
obligations are no longer secured by a Lien.

Section 10.13.  CHANGE OF CONTROL.

    Upon the occurrence of a Change of Control, the Company shall be required to
make an Offer to Purchase all or any part of Outstanding Securities at a cash
purchase price equal to 101% of the aggregate principal amount thereof, plus
accrued and unpaid interest and Liquidated Damages, if any, to the Purchase
Date. The Offer to Purchase must be made within 30 days following a Change of
Control, must remain open for at least 30 and not more than 180 days and must
comply with the requirements of Rule 14e-1 under the Exchange Act and any other
applicable securities laws and regulations.

Section 10.14.  DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES.

    The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any encumbrance or restriction on the ability of any
Restricted Subsidiary to (i)(a) pay dividends or make any other distributions to
the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or
(2) with respect to any other interest or participation in, or measured by, its
profits, or (b) pay any indebtedness owed to the Company or any of its
Restricted Subsidiaries, (ii) make loans or advances to the Company or any of
its Restricted Subsidiaries or (iii) transfer any of its properties or assets to
the Company or any of its Restricted Subsidiaries. However, the foregoing
restrictions will not apply to encumbrances or restrictions existing under or by
reason of (a) existing Debt as in effect on the date hereof, (b) any Credit
Facility as in effect as of the date hereof (or in the case of the New Credit
Facility, as initially executed by the parties thereto), and any amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings thereof, provided that such amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings are no more restrictive, taken as a whole, with
respect to such dividend and other payment restrictions than those contained in
such Credit Facility as in effect on the date hereof (as conclusively determined
in good faith by the Board of Directors and set forth in a Board Resolution),
(c) this Indenture and the Securities, (d) applicable law, (e) any instrument
governing Debt (and any amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacements or refinancings thereof,
provided that such amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacement or refinancings are no more restrictive,
taken as a whole, with respect to such dividend and other payment restrictions
than those contained in such Debt as in effect on the date of its incurrence by
the Company or any Restricted Subsidiary (as conclusively determined in good
faith by an executive officer of the Company)) or Capital Stock of a Person
acquired by the Company or any of its Restricted Subsidiaries as in effect at
the time of such acquisition (except to the extent such Debt was incurred in
connection with or in contemplation of such acquisition), which encumbrance or
restriction is not applicable to any Person, or the properties or assets of any
Person, other than the Person, or the property or assets of the Person, so
acquired, provided that, in the case of Debt, such Debt was permitted by the
terms of this Indenture to be incurred, (f) customary non-assignment provisions
in leases entered into in the ordinary course of business, (g) purchase money
obligations for property acquired in the ordinary course of business that impose
restrictions of the nature described in clause (iii) above on the property so
acquired, (h) any agreement for the sale or other disposition of a Restricted
Subsidiary that restricts distributions by that Subsidiary pending its sale or
other disposition, (i) Liens securing Debt otherwise permitted to be incurred
pursuant to the provisions of the covenant described above under Section 10.12
that limit the right of the Company or any of its Restricted Subsidiaries to
dispose of the assets subject to such Lien, (j) provisions with respect to the
disposition or distribution of assets or property in joint venture agreements
and other similar agreements entered into in the ordinary course of business and
(k) restrictions on cash or other deposits or net worth imposed by customers
under contracts entered into in the ordinary course of business.

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Section 10.15.  ACTIVITIES OF THE COMPANY AND RESTRICTED SUBSIDIARIES.

    The Company shall not, and shall not permit any Restricted Subsidiary to,
engage in any business other than the telecommunications business and related
activities and services, including such businesses, activities and services as
the Company and the Restricted Subsidiaries are engaged in on the Closing Date.

Section 10.16.  PROVISION OF FINANCIAL INFORMATION.

    Whether or not the Company is subject to Section 13(a) or 15(d) of the
Exchange Act, or any successor provision thereto, the Company shall file with
the Commission the annual reports, quarterly reports and other documents which
the Company would have been required to file with the Commission pursuant to
such Section 13(a) or 15(d) or any successor provision thereto if the Company
were subject thereto, such documents to be filed with the Commission on or prior
to the respective dates (the "Required Filing Dates") by which the Company would
have been required to file them. The Company shall also in any event (a) within
15 days of each Required Filing Date (i) transmit by mail to all Holders, as
their names and addresses appear in the Security Register, without cost to such
Holders, and (ii) file with the Trustee copies of the annual reports, quarterly
reports and other documents which the Company would have been required to file
with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act or
any successor provisions thereto if the Company were subject thereto and (b) if
filing such documents by the Company with the Commission is not permitted under
the Exchange Act, promptly upon written request supply copies of such documents
to any prospective Holder. The Trustee's receipt of such reports, information
and documents shall not constitute constructive notice of any information
contained therein or determinable from information contained therein.

    In addition, for so long as any Securities remain outstanding, the Company
shall furnish to the Holders and to securities analysts and prospective
investors, upon their request, the information required to be delivered pursuant
to Rule 144A under the Securities Act.

Section 10.17.  STATEMENT BY OFFICERS AS TO DEFAULT: COMPLIANCE CERTIFICATES.

    (a)  The Company shall deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date hereof an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder), and if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.

    (b)  The Company shall deliver to a Responsible Officer of the Trustee, as
soon as possible and in any event within 10 days after the Company becomes aware
of the occurrence of a Default or an Event of Default, an Officers' Certificate
setting forth the details of such Default or Event of Default, and the action
which the Company proposes to take with respect thereto.

Section 10.18.  WAIVER OF CERTAIN COVENANTS.

    The Company may omit in any particular instance to comply with any covenant
or condition set forth in Section 8.01, provided pursuant to Section 9.01(2) and
set forth in Sections 10.04 to 10.16, inclusive, if before the time for such
compliance the Holders of at least a majority in principal amount at Stated
Maturity of the Outstanding Securities shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such covenant or condition shall remain in full
force and effect; PROVIDED, HOWEVER, with respect to an Offer to Purchase as to
which an Offer has been mailed, no such waiver may be made or shall be effective
against

                                       65
<PAGE>
any Holder tendering Securities pursuant to such Offer, and the Company may not
omit to comply with the terms of such Offer as to such Holder.

Section 10.19.  LIMITATION ON ISSUANCES AND SALES OF EQUITY INTERESTS IN WHOLLY
  OWNED SUBSIDIARIES.

    The Company (i) shall not, and shall not permit any Restricted Subsidiary of
the Company to, transfer, convey, sell or otherwise dispose ("Transfer") of any
Capital Stock in any Wholly Owned Restricted Subsidiary of the Company to any
Person (other than the Company or a Wholly Owned Restricted Subsidiary of the
Company) unless (a) such Transfer is of all the Capital Stock in such Wholly
Owned Restricted Subsidiary and (b) the cash Net Proceeds from such Transfer are
applied in accordance with the covenant described below under Section 10.21 and
(ii) will not permit any Wholly Owned Restricted Subsidiary of the Company to
issue any of its Capital Stock (other than, if necessary, shares of its Capital
Stock constituting directors' qualifying shares) to any Person other than to the
Company or a Wholly Owned Restricted Subsidiary of the Company. The foregoing
restrictions shall not apply to (i) the creation of Permitted Joint Ventures;
(ii) any Transfer required by applicable law or regulation, (iii) the issuance
of Redeemable Stock that is otherwise permitted to be issued pursuant to the
terms of this Indenture, and (iv) Transfers in which the Company or a Restricted
Subsidiary acquired at the same time not less than its proportionate share in
such issuance of Capital Stock.

Section 10.20.  PAYMENTS FOR CONSENT.

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

Section 10.21.  ASSET SALES.

    The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless (i) the Company (or the
Restricted Subsidiary, as the case may be) receives consideration at the time of
such Asset Sale at least equal to the fair market value (which shall be
conclusively evidenced by a resolution of the Board of Directors set forth in an
Officers' Certificate delivered to the Trustee) of the assets or Capital Stock
issued or sold or otherwise disposed of and (ii) at least 80% of the
consideration therefor received by the Company or such Subsidiary is in the form
of cash; provided that the amount of (x) any liabilities (as shown on the
Company's or such Restricted Subsidiary's most recent balance sheet), of the
Company or any Restricted Subsidiary (other than contingent liabilities and
liabilities that are by their terms subordinated to the Securities or any
guarantee thereof) that are assumed by the transferee of any such assets and
(y) any securities, notes or other obligations received by the Company or any
such Restricted Subsidiary from such transferee that are contemporaneously
(subject to ordinary settlement periods) converted by the Company or such
Subsidiary into cash (to the extent of the cash received), shall be deemed to be
cash for purposes of this provision.

    Within 360 days after the receipt of any Net Proceeds from an Asset Sale,
the Company may apply such Net Proceeds, at its option, (a) to repay Debt under
a Credit Facility or any Vendor Financing Debt or (b) to make a capital
expenditure in the same or similar line of business as the Company is engaged in
on the date hereof or in a business reasonably related thereto, or (c) to
acquire (i) Capital Stock of an entity that is or becomes a Restricted
Subsidiary or (ii) other long-term assets that are used or useful in the same or
similar line of business as the Company or such Restricted Subsidiaries were
engaged in on the date hereof or in businesses reasonably related thereto.
Pending the final application of any such Net Proceeds, the Company may
temporarily reduce revolving credit borrowings or otherwise invest such Net
Proceeds in any manner that is not prohibited by this Indenture. Any Net
Proceeds from Asset Sales that are not

                                       66
<PAGE>
applied or invested as provided in the first sentence of this paragraph will be
deemed to constitute "Excess Proceeds." When the aggregate amount of Excess
Proceeds exceeds $5.0 million, the Company will be required to make an offer (an
"Asset Sale Offer") to all Holders of Securities and all holders of other Debt
that is PARI PASSU with the Securities containing provisions similar to those
set forth in this Indenture with respect to offers to purchase or redeem with
the proceeds of sales of assets to purchase the maximum principal amount at
maturity of Securities and such other PARI PASSU Debt that may be purchased out
of the Excess Proceeds. The offer price for such Asset Sale Offer shall be an
amount in cash equal to 100% of the principal amount thereof plus accrued and
unpaid interest thereon, if any, to the date of purchase, in accordance with the
procedures set forth in this Indenture and the instrument or instruments
governing such other PARI PASSU Debt, respectively. To the extent that any
Excess Proceeds remain after consummation of an Asset Sale Offer, the Company
may use such Excess Proceeds for any purpose not otherwise prohibited by this
Indenture. If the aggregate principal amount of Securities tendered into such
Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess
Proceeds, the Trustee shall select the Securities to be purchased on a pro rata
basis. Upon completion of such offer to purchase, the amount of Excess Proceeds
shall be reset at zero.

                                  ARTICLE 11.
                            REDEMPTION OF SECURITIES

Section 11.01.  RIGHT OF REDEMPTION.

    The Securities may be redeemed at any time on or after March 15, 2005, at
the Company's option, in whole or in part, upon not less than 30 or more than
60 days' prior written notice mailed by first class mail to each Holder's last
address as it appears in the Security Register, at the Redemption Prices
(expressed as a percentage of the principal amount at maturity thereof) set
forth below, plus an amount in cash equal to all accrued and unpaid interest and
Liquidated Damages, if any, to the Redemption Date, if redeemed during the
twelve-month period beginning March 15 of each of the years set forth below.

<TABLE>
<CAPTION>
YEAR                                                          PERCENTAGE
----                                                          ----------
<S>                                                           <C>
2005........................................................  105.5000 %
2006........................................................  103.6667 %
2007........................................................  101.8333 %
2008 and thereafter.........................................  100.0000 %
</TABLE>

    In addition, in the event of one or more sales by the Company on or prior to
March 15, 2003 of at least $75.0 million of its Capital Stock (other than
Redeemable Stock), the Company may redeem up to 35% of the aggregate principal
amount of the Securities originally issued with the proceeds of such sale at a
Redemption Price equal to 111% of such principal amount on the Redemption Date,
plus Liquidated Damages, if any thereon, to the Redemption Date; provided that
at least 65% of the aggregate principal amount of the Securities originally
issued remain outstanding immediately after the occurrence of any such
redemption (excluding Securities held by the Company and its Restricted
Subsidiaries); and PROVIDED, FURTHER, that such redemption occurs within
60 days after consummation of any such sale.

Section 11.02.  APPLICABILITY OF ARTICLE.

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

Section 11.03.  ELECTION TO REDEEM; NOTICE TO TRUSTEE.

    The election of the Company to redeem any Securities pursuant to
Section 11.01 shall be evidenced by a Board Resolution. In case of any
redemption at the election of the Company pursuant to Section 11.01,

                                       67
<PAGE>
the Company shall, at least 45 days prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee), notify
the Trustee of such Redemption Date and of the principal amount of Securities to
be redeemed.

Section 11.04.  SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

    In the case of any partial redemption, selection of the Securities for
redemption will be made by the Trustee in compliance with the requirements of
the principal national securities exchange, if any, on which the Securities are
listed or, if the Securities are not listed on a national securities exchange,
on a PRO RATA basis, by lot or by such other method as the Trustee shall deem to
be fair and appropriate; PROVIDED that no Security of $1,000 in principal amount
or less shall be redeemed in part.

    The Trustee shall promptly notify the Company and each Security Registrar in
writing of the Securities selected for redemption and, in the case of any
Securities selected for partial redemption, the principal amount thereof to be
redeemed.

    For all purposes of this Indenture and of the Securities, unless the context
otherwise requires, all provisions relating to the redemption of Securities
shall relate, in the case of any Securities redeemed or to be redeemed only in
part, to the portion of the principal amount of such Securities which has been
or is to be redeemed.

Section 11.05.  NOTICE OF REDEMPTION.

    Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not less than 30 nor more than 45 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, at his address appearing in the
Security Register.

    All notices of redemption shall state (including CUSIP, CINS and ISIN
numbers, if any):

        (1)  the Redemption Date,

        (2)  the Redemption Price,

        (3)  if less than all the Outstanding Securities are to be redeemed, the
    identification (and, in the case of partial redemption, the principal
    amounts) of the particular Securities to be redeemed, including CUSIP, CINS
    and ISIN numbers,

        (4)  that on the Redemption Date the Redemption Price will become due
    and payable upon each such Security to be redeemed and that cash interest
    thereon will cease to accrue on and after said Redemption Date,

        (5)  the place or places where such Securities are to be surrendered for
    payment of the Redemption Price, and

        (6)  if the redemption is being made pursuant to the provisions of the
    Securities set forth in the third paragraph of Section 2.03, a brief
    description of the nature and amount of Capital Stock sold by the Company,
    the aggregate purchase price thereof and the net cash proceeds therefrom
    available for such redemption, the date or dates on which such sale was
    completed and the percentage of the aggregate principal amount of
    Outstanding Securities being redeemed.

    Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company and shall be irrevocable.

                                       68
<PAGE>
Section 11.06.  DEPOSIT OF REDEMPTION PRICE.

    On or before 10:00 a.m. New York time on any Redemption Date, the Company
shall deposit with the Trustee or with a Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided in
Section 10.03) an amount of money sufficient to pay the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date) any applicable
accrued interest on, all the Securities which are to be redeemed on that date.

Section 11.07.  SECURITIES PAYABLE ON REDEMPTION DATE.

    Notice of redemption having been given as aforesaid, the Securities so to be
redeemed shall, on the Redemption Date, become due and payable at the Redemption
Price therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and any applicable accrued
interest) such Securities shall not bear interest. Upon surrender of any such
Security for redemption in accordance with said notice, such Security shall be
paid by the Company at the Redemption Price, together with any applicable
accrued and unpaid interest to the Redemption Date; PROVIDED, HOWEVER, that
installments of interest whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of
Section 3.09.

    If any Security called for redemption in accordance with the election of the
Company made pursuant to Section 11.01 shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid,
bear interest from the Redemption Date at the rate provided by the Security.

Section 11.08.  SECURITIES REDEEMED IN PART.

    Any Security which is to be redeemed only in part shall be surrendered at an
office or agency of the Company designated for that purpose pursuant to
Section 10.02 (with, if the Company or the Trustee so requires, due endorsement
by, or a written instrument of transfer in form satisfactory to the Company and
the Trustee duly executed by, the Holder thereof or his attorney duly authorized
in writing), and the Company shall execute, and the Trustee shall authenticate
and deliver to the Holder of such Security without service charge, a new
Security or Securities, of any authorized denomination as requested by such
Holder, in aggregate principal amount at Stated Maturity equal to and in
exchange for the unredeemed portion of the principal amount at Stated Maturity
of the Security so surrendered.

                                  ARTICLE 12.
                       DEFEASANCE AND COVENANT DEFEASANCE

Section 12.01.  COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.

    The Company may elect, at its option at any time, to have Section 12.02 or
Section 12.03 applied to the Outstanding Securities (as a whole and not in part)
upon compliance with the conditions set forth below in this Article. Any such
election shall be evidenced by a Board Resolution.

Section 12.02.  DEFEASANCE AND DISCHARGE.

    Upon the Company's exercise of its option to have this Section applied to
the Outstanding Securities (as a whole and not in part), the Company shall be
deemed to have been discharged from its obligations with respect to such
Securities as provided in this Section on and after the date the conditions set
forth in Section 12.04 are satisfied (hereinafter called "Defeasance"), and
thereafter such Securities shall not be subject to redemption pursuant thereto.
For this purpose, such Defeasance means that the Company shall be deemed to have
paid and discharged the entire indebtedness represented by such Securities and
to have satisfied all its other obligations under such Securities and this
Indenture insofar as such Securities are

                                       69
<PAGE>
concerned (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), subject to the following which shall
survive until otherwise terminated or discharged hereunder: (1) the rights of
Holders of such Securities to receive, solely from the trust fund described in
Section 12.04 and as more fully set forth in such Section, payments in respect
of the principal of and any premium and interest on such Securities when
payments are due, (2) the Company's obligations with respect to such Securities
under Sections 3.04, 3.05, 3.08, 10.02 and 10.03, (3) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (4) this Article.
Subject to compliance with this Article, the Company may exercise its option to
have this Section applied to the Outstanding Securities (as a whole and not in
part) notwithstanding the prior exercise of its option to have Section 12.03
applied to such Securities.

Section 12.03.  COVENANT DEFEASANCE.

    Upon the Company's exercise of its option to have this Section applied to
the Outstanding Securities (as a whole and not in part), (1) the Company shall
be released from its obligations under Section 8.01(iii), Sections 10.05 through
10.16, inclusive, and 10.19 through 10.21, inclusive and any covenant provided
pursuant to Section 9.01(2) and (2) the occurrence of any event specified in
Section 5.01(4) (with respect to Section 8.01(iii)), Section 5.01(5) (with
respect to any of Sections 10.05 through 10.16, inclusive and 10.19 through
10.21, inclusive, and any such covenants provided pursuant to Section 9.01(2)),
Section 5.01(6) or Section 5.01(7) shall be deemed not to be or result in an
Event of Default, in each case with respect to such Securities as provided in
this Section on and after the date the conditions set forth in Section 12.04 are
satisfied (hereinafter called "Covenant Defeasance"). For this purpose, such
Covenant Defeasance means that, with respect to such Securities, the Company may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such specified Section (to the extent
so specified in the case of Sections 5.01(4) and 5.01(5)), whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or by
reason of any reference in any such Section to any other provision herein or in
any other document, but the remainder of this Indenture and such Securities
shall be unaffected thereby.

Section 12.04.  CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

    The following shall be the conditions to the application of Section 12.02 or
Section 12.03 to the Outstanding Securities:

        (1)  The Company shall irrevocably have deposited or caused to be
    deposited with the Trustee (or another trustee which satisfies the
    requirements contemplated by Section 6.09 and agrees to comply with the
    provisions of this Article applicable to it) as trust funds in trust for the
    purpose of making the following payments, specifically pledged as security
    for, and dedicated solely to, the benefits of the Holders of such
    Securities, (A) money in an amount, or (B) U.S. Government Obligations which
    through the scheduled payment of principal and interest in respect thereof
    in accordance with their terms will provide, not later than one day before
    the due date of any payment, money in an amount, or (C) a combination
    thereof, in each case sufficient, in the opinion of a nationally recognized
    firm of independent public accountants expressed in a written certification
    thereof delivered to the Trustee, to pay and discharge, and which shall be
    applied by the Trustee (or any such other qualifying trustee) to pay and
    discharge, the principal of and any installment of interest on such
    Securities on the respective Stated Maturities thereof, in accordance with
    the terms of this Indenture and such Securities. As used herein, "U.S.
    Government Obligation" means (x) any security which is (i) a direct
    obligation of the United States of America for the payment of which the full
    faith and credit of the United States of America is pledged or (ii) an
    obligation of a Person controlled or supervised by and acting as an agency
    or instrumentality of the United States of America the payment of which is
    unconditionally guaranteed as a full faith and credit obligation by the
    United States of America, which, in either case (i) or (ii), is not callable
    or redeemable at the option of the issuer

                                       70
<PAGE>
    thereof, and (y) any depository receipt issued by a bank (as defined in
    Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S.
    Government Obligation which is specified in Clause (x) above and held by
    such bank for the account of the holder of such depository receipt, or with
    respect to any specific payment of principal of or interest on any U.S.
    Government Obligation which is so specified and held, PROVIDED that (except
    as required by law) such custodian is not authorized to make any deduction
    from the amount payable to the holder of such depository receipt from any
    amount received by the custodian in respect of the U.S. Government
    Obligation or the specific payment of principal or interest evidenced by
    such depository receipt.

        (2)  In the event of an election to have Section 12.02 apply to the
    Outstanding Securities, the Company shall have delivered to the Trustee an
    Opinion of Counsel stating that (A) the Company has received from, or there
    has been published by, the Internal Revenue Service a ruling or (B) since
    the Closing Date there has been a change in the applicable Federal income
    tax law, in either case (A) or (B) to the effect that, and based thereon
    such opinion shall confirm that, the Holders of such Securities will not
    recognize gain or loss for Federal income tax purposes as a result of the
    deposit, Defeasance and discharge to be effected with respect to such
    Securities and will be subject to Federal income tax on the same amount, in
    the same manner and at the same times as would be the case if such deposit,
    Defeasance and discharge were not to occur.

        (3)  In the event of an election to have Section 12.03 apply to the
    Outstanding Securities, the Company shall have delivered to the Trustee an
    Opinion of Counsel to the effect that the Holders of such Securities will
    not recognize gain or loss for Federal income tax purposes as a result of
    the deposit and Covenant Defeasance to be effected with respect to such
    Securities and will be subject to Federal income tax on the same amount, in
    the same manner and at the same times as would be the case if such deposit
    and Covenant Defeasance were not to occur.

        (4)  No Default with respect to the Outstanding Securities shall have
    occurred and be continuing at the time of such deposit or, with regard to
    any such event specified in Sections 5.01(8) and (9), at any time on or
    prior to the 90th day after the date of such deposit (it being understood
    that this condition shall not be deemed satisfied until after such 90th
    day).

        (5)  Such Defeasance or Covenant Defeasance shall not cause the Trustee
    to have a conflicting interest within the meaning of the Trust Indenture Act
    (assuming all Securities are in default within the meaning of such Act).

        (6)  Such Defeasance or Covenant Defeasance shall not result in a breach
    or violation of, or constitute a default under, any other agreement or
    instrument to which the Company is a party or by which it is bound.

        (7)  Such Defeasance or Covenant Defeasance shall not result in the
    trust arising from such deposit constituting an investment company within
    the meaning of the Investment Company Act unless such trust shall be
    registered under such Act or exempt from registration thereunder.

        (8)  The Company shall have delivered to the Trustee an Officers'
    Certificate and an Opinion of Counsel, each stating that all conditions
    precedent with respect to such Defeasance or Covenant Defeasance have been
    complied with.

Section 12.05.  DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN
                TRUST; MISCELLANEOUS PROVISIONS.

    Subject to the provisions of the last paragraph of Section 10.03, all money
and U.S. Government Obligations (including the proceeds thereof) deposited with
the Trustee or other qualifying trustee (solely for purposes of this Section and
Section 12.06, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 12.04 in respect of the
Outstanding Securities shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this

                                       71
<PAGE>
Indenture, to the payment, either directly or through any such Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities, of all sums due and to become due
thereon in respect of principal and any premium and interest, but money so held
in trust 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 12.04 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 Securities.

    Anything in this Article to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon Company Request any money
or U.S. Government Obligations held by it as provided in Section 12.04 which, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect the Defeasance or Covenant Defeasance, as the case may be, with respect
to the Outstanding Securities.

Section 12.06.  REINSTATEMENT.

    If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 12.02 or 12.03 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 12.05 with respect to such
Securities in accordance with this Article; PROVIDED, HOWEVER, that if the
Company makes any payment of principal of or any premium or interest on any such
Security following such reinstatement of its obligations, the Company shall be
subrogated to the rights (if any) of the Holders of such Securities to receive
such payment from the money so held in trust.

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

    This instrument may be executed in any number of counterparts, each of which
so executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.

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

<TABLE>
<S>                                                    <C>     <C>
                                                       NEXTEL PARTNERS, INC.

                                                       By:
                                                               ----------------------------------------

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

                                                       THE BANK OF NEW YORK, Trustee

                                                       By:
                                                               ----------------------------------------

                                                       Title:
                                                               ----------------------------------------
</TABLE>

                            INDENTURE SIGNATURE PAGE
<PAGE>
                                                                       EXHIBIT A

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

                                                                          ,

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

Nextel Partners, Inc.
4500 Carillon Point
Kirkland, Washington 98033

<TABLE>
<S>               <C>  <C>
                  Re:  Nextel Partners, Inc. (the "Company")
                       11% Senior Notes Due 2010 (the "Notes")
</TABLE>

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 2.05 of
the Indenture dated as of July 27, 2000 (the "Indenture") 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.

<TABLE>
<S>                                                    <C>  <C>
                                                       Very truly yours,
                                                       [Name of Holder]

                                                       By:
                                                            -----------------------------------------
                                                            Authorized Signature
</TABLE>

                                      A-1
<PAGE>
                                                                       EXHIBIT B

                      FORM OF CERTIFICATE TO BE DELIVERED
                        IN CONNECTION WITH TRANSFERS TO
                   NON-QIB INSTITUTIONAL ACCREDITED INVESTORS

                                                                        ,

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

Nextel Partners, Inc.
4500 Carillon Point
Kirkland, Washington 98033

    Re: Nextel Partners, Inc. (the "Company")
       11% Senior Notes due 2010 (the "Notes")

Dear Sirs:

    In connection with our proposed purchase of U.S. $            aggregate
principal amount at stated maturity 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
July 27, 2000 (the "Indenture"), relating to the Notes, and we agree 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 offer or 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) pursuant to the exemption from registration provided by Rule 144 under the
Securities Act, (E) pursuant to an effective registration statement under the
Securities Act, or (F) outside the United States in accordance with Rule 904 of
Regulation S 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.

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<PAGE>
    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

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<PAGE>
                                                                       EXHIBIT C

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

                                                                          ,

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

Nextel Partners, Inc.
4500 Carillon Point
Kirkland, Washington 98033

    Re:  Nextel Partners, Inc. (the "Company")

Dear Sirs:

    In connection with our proposed sale of U.S. $            aggregate
principal amount at maturity 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 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 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.

<TABLE>
<S>                                                    <C>  <C>
                                                       Very truly yours,

                                                       [Name of Transferor]

                                                       By:
                                                            -----------------------------------------
                                                                       Authorized Signature
</TABLE>

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