<PAGE>
                                                                   EXHIBIT 4.1.1


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

                          CRICKET COMMUNICATIONS, INC.

                  13% SENIOR SECURED PAY-IN-KIND NOTES DUE 2011

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

                                    INDENTURE

                           DATED AS OF AUGUST 16, 2004

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

                     WELLS FARGO BANK, NATIONAL ASSOCIATION,

                                   AS TRUSTEE

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

<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Trust Indenture Act Section                                                       Indenture Section
<S>                                                                              <C>
310(a)(1).................................................................               7.10
   (a)(2).................................................................               7.10
   (a)(3).................................................................               N.A.
   (a)(4).................................................................               N.A.
   (a)(5).................................................................               7.10
   (b)....................................................................               7.10
   (c)....................................................................               N.A.
311(a)....................................................................               7.11
   (b)....................................................................               7.11
   (c)....................................................................               N.A.
312(a)....................................................................               2.05
   (b)....................................................................              12.03
   (c)....................................................................              12.03
313(a)....................................................................               7.06
   (b)(1).................................................................              10.03
   (b)(2).................................................................            7.06; 7.07
   (c)....................................................................        7.06; 10.03; 12.02
   (d)....................................................................               7.06
314(a)....................................................................        4.02;12.02; 12.05
   (b)....................................................................              10.02
   (c)(1).................................................................              12.04
   (c)(2).................................................................              12.04
   (c)(3).................................................................               N.A.
   (d)....................................................................       10.03; 10.04; 10.05
   (e)....................................................................              12.05
   (f)....................................................................               N.A.
315(a)....................................................................               7.01
   (b)....................................................................           7.05; 12.02
   (c)....................................................................               7.01
   (d)....................................................................               7.01
   (e)....................................................................               6.11
316(a) (last sentence)....................................................               2.09
   (a)(1)(A)..............................................................               6.05
   (a)(1)(B)..............................................................               6.04
   (a)(2).................................................................               N.A.
   (b)....................................................................               6.07
   (c)....................................................................               2.12
317(a)(1).................................................................               6.08
   (a)(2).................................................................               6.09
   (b)....................................................................               2.04
318(a)....................................................................              12.01
   (b)....................................................................               N.A.
   (c)....................................................................              12.01
</TABLE>

N.A. means not applicable.

* This Cross Reference Table is not part of the Indenture.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                    <C>
                                    ARTICLE I

                   Definitions and Incorporation by Reference

1.01.  Definitions.................................................................     1
1.02.  Other Definitions...........................................................    19
1.03.  Incorporation by Reference of Trust Indenture Act...........................    20
1.04.  Rules of Construction.......................................................    20

                                   ARTICLE II

                                    The Notes

2.01.  Form and Dating.............................................................    21
2.02.  Execution and Authentication................................................    22
2.03.  Registrar and Paying Agent..................................................    22
2.04.  Paying Agent to Hold Money in Trust.........................................    23
2.05.  Holder Lists................................................................    23
2.06.  Transfer and Exchange.......................................................    23
2.07.  Replacement Notes...........................................................    28
2.08.  Outstanding Notes...........................................................    28
2.09.  Treasury Notes..............................................................    28
2.10.  Temporary Notes.............................................................    29
2.11.  Cancellation................................................................    29
2.12.  Payment of Interest; Defaulted Interest.....................................    29

                                   ARTICLE III

                                   Redemption

3.01.  Notices to Trustee..........................................................    30
3.02.  Selection of Notes To Be Redeemed...........................................    30
3.03.  Notice of Redemption........................................................    30
3.04.  Effect of Notice of Redemption..............................................    31
3.05.  Deposit of Redemption Price.................................................    31
3.06.  Notes Redeemed in Part......................................................    32
3.07.  Optional Redemption.........................................................    32

                                   ARTICLE IV

                                    Covenants

4.01.  Payment of Notes............................................................    32
4.02.  Reports to Holders..........................................................    33
4.03.  Limitation on Indebtedness and Issuance of Disqualified Stock...............    33
4.04.  Limitation on Restricted Payments...........................................    36
</TABLE>

                                      -i-
<PAGE>

<TABLE>
<S>                                                                                    <C>
4.05.  Limitation on Dividend and Other Payment Restrictions
Affecting Restricted Subsidiaries..................................................    39
4.06.  Limitation on Asset Sales...................................................    40
4.07.  Limitation on Transactions with Affiliates..................................    41
4.08.  Repurchase of Notes at the Option of the Holder Upon a Change of Control....    42
4.09.  Compliance Certificate......................................................    43
4.10.  Limitation on Issuances of Guarantees by Restricted Subsidiaries............    43
4.11.  Additional Guarantees and Liens.............................................    43
4.12.  Maintenance of Properties; Insurance........................................    45
4.13.  Taxes and Claims............................................................    45
4.14.  Limitation on Liens.........................................................    45
4.15.  Sale/Leaseback Transactions.................................................    45
4.16.  Compliance with Laws, Etc...................................................    46
4.17.  Corporate Existence.........................................................    46
4.18.  Impairment of Rights........................................................    46
4.19.  Interests in Non-Owned Real Property; Cell Tower Leases.....................    47
4.20.  Further Assurances..........................................................    47

                                    ARTICLE V

                                Successor Company

5.01.  When Parent, Company and Guarantors May Merge or Transfer Assets ...........    47

                                   ARTICLE VI

                         Events of Defaults and Remedies

6.01.  Events of Default...........................................................    50
6.02.  Acceleration................................................................    51
6.03.  Other Remedies..............................................................    52
6.04.  Waiver of Past Defaults.....................................................    52
6.05.  Control by Majority.........................................................    52
6.06.  Limitation on Suits.........................................................    53
6.07.  Rights of Holders to Receive Payment........................................    53
6.08.  Collection Suit by Trustee..................................................    53
6.09.  Trustee May File Proofs of Claim............................................    53
6.10.  Priorities..................................................................    54
6.11.  Undertaking for Costs.......................................................    54
6.12.  Waiver of Stay, Extension or Usury Laws.....................................    54

                                   ARTICLE VII

                                     Trustee

7.01.  Duties of Trustee...........................................................    54
7.02.  Rights of Trustee...........................................................    55
</TABLE>

                                      -ii-
<PAGE>

<TABLE>
<S>                                                                                    <C>
7.03.  Individual Rights of Trustee................................................    56
7.04.  Trustee's Disclaimer........................................................    56
7.05.  Notice of Defaults..........................................................    57
7.06.  Reports by Trustee to Holders...............................................    57
7.07.  Compensation and Indemnity..................................................    57
7.08.  Replacement of Trustee......................................................    58
7.09.  Successor Trustee by Merger.................................................    59
7.10.  Eligibility; Disqualification...............................................    59
7.11.  Preferential Collection of Claims Against the Company.......................    59

                                  ARTICLE VIII

                       Discharge of Indenture; Defeasance

8.01.  Discharge of Liability on Notes; Defeasance.................................    59
8.02.  Conditions to Defeasance....................................................    60
8.03.  Application of Trust Money..................................................    62
8.04.  Repayment to the Company....................................................    62
8.05.  Indemnity for Government Obligations........................................    62
8.06.  Reinstatement...............................................................    62

                                   ARTICLE IX

                                   Amendments

9.01.  Without Consent of Holders..................................................    63
9.02.  With Consent of Holders.....................................................    63
9.03.  Compliance with Trust Indenture Act.........................................    64
9.04.  Revocation and Effect of Consents and Waivers...............................    64
9.05.  Notation on or Exchange of Notes............................................    65
9.06.  Trustee to Sign Amendments..................................................    65
9.07.  Payment for Consent.........................................................    65

                                    ARTICLE X

                             Collateral and Security

10.01. Security Documents..........................................................    65
10.02. Recording and Opinions......................................................    66
10.03. Release of Collateral.......................................................    67
10.04. Certificates and Opinions of Counsel........................................    68
10.05. Certificates of the Trustee.................................................    68
10.06. Authorization of Actions to Be Taken by the Trustee Under the
Security Documents.................................................................    68
10.07. Authorization of Receipt and Distribution of Funds by the
Trustee Under the Security Documents...............................................    69
10.08. Termination of Security Interest............................................    69
</TABLE>

                                     -iii-
<PAGE>

<TABLE>
<S>                                                                                    <C>
10.09. Trustee Serving as Collateral Agent; Amendments or Supplements to, or
Replacements of, the Security Documents............................................    69

                                   ARTICLE XI

                                   Guarantees

11.01. Guarantees..................................................................    70
11.02. Limitation on Liability.....................................................    72
11.03. Releases of Guarantees......................................................    72
11.04. Successors and Assigns......................................................    72
11.05. No Waiver...................................................................    73
11.06. Modification................................................................    73
11.07. Execution of Supplemental Indenture for Future Guarantors...................    73
11.08. Non-Impairment..............................................................    73

                                   ARTICLE XII

                                  Miscellaneous

12.01. Trust Indenture Act Controls................................................    73
12.02. Notices.....................................................................    73
12.03. Communication by Holders with Other Holders.................................    74
12.04. Certificate and Opinion as to Conditions Precedent..........................    74
12.05. Statements Required in Certificate or Opinion...............................    75
12.06. Rules by Trustee, Paying Agent and Registrar................................    75
12.07. Legal Holidays..............................................................    75
12.08. GOVERNING LAW...............................................................    75
12.09. No Recourse Against Others..................................................    75
12.10. Successors..................................................................    76
12.11. Counterpart Originals.......................................................    76
12.12. Table of Contents; Headings.................................................    76
</TABLE>

Exhibit A  - Form of Note
Exhibit B  - Form of Supplemental Indenture

                                      -iv-
<PAGE>

            INDENTURE dated as of August 16, 2004, among CRICKET COMMUNICATIONS,
INC., a Delaware corporation (the "Company"), LEAP WIRELESS INTERNATIONAL, INC.,
a Delaware corporation, as guarantor (the "Parent"), the Guarantors (as defined
herein), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking
association, as trustee (the "Trustee").

            Each party agrees as follows for the benefit of the other parties
and for the equal and ratable benefit of the Holders (as defined herein) of (a)
the Company's 13% Senior Secured Pay-in-Kind Notes due 2011 issued on the date
hereof (the "Original Notes"), and (b) any PIK Notes (as defined herein) that
may be issued under this Indenture (all such Notes in clauses (a) and (b) being
referred to collectively as the "Notes"). On the date hereof, $350,000,000 in
aggregate principal amount of Original Notes will be initially issued. The
Company may issue PIK Notes from time to time hereunder in payment of interest
on the Notes pursuant to the terms hereof.

                                   ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

            1.01. Definitions.

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

            (i) the net income of any other Person that is not a Restricted
Subsidiary, except to the extent of the amount of dividends or other
distributions actually paid to the Parent, the Company or any of the Restricted
Subsidiaries by such other Person during such period;

            (ii) solely for the purposes of calculating the amount of Restricted
Payments that may be made pursuant to Section 4.04(a)(4)(C) (and in such case,
except to the extent includable pursuant to clause (i) above), the net income
(or loss) of any other Person accrued prior to the date it becomes a Restricted
Subsidiary or is merged into or consolidated with the Parent, the Company or any
of the Restricted Subsidiaries or all or substantially all of the property and
assets of the other Person are acquired by the Parent, the Company or any of the
Restricted Subsidiaries;

            (iii) the net income of any Restricted Subsidiary to the extent that
the declaration or payment of dividends or similar distributions by such
Restricted Subsidiary of such net income is not at the time of determination
permitted by the operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to such Restricted Subsidiary;

            (iv) any gains or losses (on an after-tax basis) attributable to
sales of assets of the Parent, the Company or any of the Restricted Subsidiaries
other than in the ordinary course of business;

<PAGE>

            (v) solely for purposes of calculating the amount of Restricted
Payments that may be made pursuant to Section 4.04(a)(4)(C), any amount paid or
accrued as dividends on Preferred Stock of the Parent, the Company or any of the
Restricted Subsidiaries owned by Persons other than the Parent, the Company or
any of the Restricted Subsidiaries;

            (vi) all extraordinary gains and extraordinary losses, including
charges resulting from impairments of indefinite-lived or long-lived assets of
the Parent, the Company or any of the Restricted Subsidiaries;

            (vii) any compensation expense paid or payable solely with Capital
Stock (other than Disqualified Stock) of the Parent or any options, warrants or
other rights to acquire Capital Stock (other than Disqualified Stock) of the
Parent; and

            (viii) the cumulative effect of a change in accounting principles.

            "Adjusted Consolidated Net Tangible Assets" means the total amount
of assets of the Parent, the Company and the Restricted Subsidiaries (less
applicable depreciation, amortization and other valuation reserves), excluding
write-ups of capital assets (other than write-ups of tangible assets in
connection with accounting for acquisitions made in conformity with GAAP), after
deducting therefrom (i) all current liabilities of the Parent, the Company and
the Restricted Subsidiaries (excluding intercompany items) and (ii) all
goodwill, trade names, trademarks, patents, copyrights, organizational and
developmental expenses, unamortized debt discount and expense, unamortized
deferred charges and other like intangibles (other than FCC license acquisition
costs), all as set forth on the most recent quarterly or annual consolidated
balance sheet information of the Parent, the Company and the Restricted
Subsidiaries, prepared in conformity with GAAP.

            "Affiliate" means, as applied to any Person, any other Person
directly or indirectly controlling, controlled by, or under direct or indirect
common control with, such Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as applied to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise. For purposes of
Section 4.07 only, "Affiliate" shall also mean any beneficial owner of shares
representing more than 10% of the total voting power of the Voting Stock (on a
fully diluted basis) of the Parent or the Company or of rights or warrants to
purchase such Voting Stock (whether or not currently exercisable) and any Person
who would be an Affiliate of any such beneficial owner pursuant to the first
sentence hereof.

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

            "Asset Sale" means any sale, transfer or other disposition
(including by way of merger, consolidation or Sale/Leaseback Transaction) in one
transaction or a series of related transactions by the Parent, the Company or
any of the Restricted Subsidiaries to any Person (other than the Parent, the
Company or any of the Restricted Subsidiaries) of (i) all or any of the

                                      -2-
<PAGE>

Capital Stock of the Company or any Restricted Subsidiary, (ii) all or
substantially all of the property and assets of an operating unit or business of
the Parent, the Company or any of the Restricted Subsidiaries or (iii) any other
property and assets of the Parent, the Company or any of the Restricted
Subsidiaries outside the ordinary course of business of the Parent, the Company
or such Restricted Subsidiary and, in each case, that is not governed by the
provisions of Section 5.01; provided that "Asset Sale" shall not include (a)
sales or other dispositions of inventory in the ordinary course of business, (b)
sales, transfers or other dispositions of assets constituting a Restricted
Payment permitted to be made under Section 4.04, (c) sales or other dispositions
of assets or Capital Stock by the Parent, the Company or a Restricted Subsidiary
to the Parent, the Company or another Restricted Subsidiary, (d) sales or other
dispositions of assets, not to exceed $25.0 million in fair market value in any
calendar year, for consideration at least equal to the fair market value of the
assets sold or disposed of (as determined in good faith by the Board of
Directors of the Parent, whose good faith determination shall be conclusive and
evidenced by a Board Resolution), provided that at least 75% of the fair market
value of the consideration received (as determined in good faith by the Board of
Directors of the Parent, whose good faith determination shall be conclusive and
evidenced by a Board Resolution) consists of property or assets (other than
current assets) of a nature or type that are used in a business, or a company
having property or assets or engaged in a business, similar or related to the
nature or type of the property or assets of, or business of, the Parent, the
Company and the Restricted Subsidiaries, or (e) sales or other dispositions of
obsolete or excess assets with a fair market value not in excess of $5.0 million
per calendar year (as certified in an Officer's Certificate). Notwithstanding
the foregoing, the sale, lease, conveyance or other disposition of all or
substantially all of the assets of the Company and its Subsidiaries taken as a
whole will be governed by the provisions of Sections 4.08 and/or 5.01 and not by
the provisions of Section 4.06.

            "Attributable Debt" in respect of a Sale/Leaseback Transaction
means, as at the time of determination, the present value (discounted at the
interest rate implicit in such transaction, determined in accordance with GAAP)
of the total obligations of the lessee for rental payments during the remaining
term of the lease included in such Sale/Leaseback Transaction (including any
period for which such lease has been extended or may be, at the option of the
lessor, extended).

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

            "Board of Directors" means the board of directors (for a
corporation) or similar governing body (for other entities) of a Person, or any
committee thereof duly authorized to act on behalf of such Board of Directors.

            "Board Resolution" means a copy of a resolution certified by a
secretary or assistant secretary of a Person to have been duly adopted by the
Board of Directors of such Person and to be in full force and effect on the date
of such certification and delivered to the Trustee.

                                      -3-
<PAGE>

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

            "Capital Expenditures" means any expense or charge incurred by a
Person that would be classified under GAAP as a capital expenditure.

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

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

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

            "Cash Equivalents" means:

            (i) United States dollars;

            (ii) securities issued or directly and fully guaranteed or insured
by the United States government or any agency or instrumentality of the United
States government (provided that the full faith and credit of the United States
is pledged in support of those securities) having maturities of not more than
six months from the date of acquisition;

            (iii) certificates of deposit and eurodollar time deposits with
maturities of six months or less from the date of acquisition, bankers'
acceptances with maturities not exceeding six months and overnight bank
deposits, in each case, with any domestic commercial bank having capital and
surplus in excess of $250.0 million and a Thomson Bank Watch Rating of "B" or
better;

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

            (v) commercial paper having the highest rating obtainable from
Moody's Investors Service, Inc. or Standard & Poor's Corporation and, in each
case, maturing within six months after the date of acquisition; and

            (vi) money market funds at least 95% of the assets of which
constitute Cash Equivalents of the kinds described in clauses (i) through (v) of
this definition.

            "Change of Control" means such time as (i) a "person" or "group"
(within the meaning of Section 13(d) or 14(d)(2) under the Exchange Act) becomes
the ultimate "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act) of more than 35% of the total voting

                                      -4-
<PAGE>

power of the Voting Stock of the Parent or the Company on a fully diluted basis;
or (ii) individuals who on the Closing Date constitute the Board of Directors of
the Parent or the Company (together with any new directors whose election by
such Board of Directors or whose nomination for election by the Parent's or the
Company's stockholders, as applicable, was approved by a vote of at least a
majority of the members of the Board of Directors of the Parent or the Company,
as applicable, then in office who either were members of the Board of Directors
of the Parent or the Company, as applicable, on the Closing Date or whose
election or nomination for election was previously so approved) cease for any
reason to constitute a majority of the members of the Board of Directors of the
Parent or the Company, as applicable, then in office; or (ii) the Company ceases
to be a Subsidiary of the Parent.

            "Closing Date" means the date of this Indenture, on which date the
Original Notes were originally issued hereunder.

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

            "Collateral" means all property and assets of the Company or any
Guarantor with respect to which from time to time a Lien is granted as security
for the Notes or the Guarantees pursuant to the applicable Security Documents.

            "Collateral Agent" means Wells Fargo Bank, National Association, in
its capacity as collateral agent under the Security Documents, or any successor
thereto.

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

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

            "Consolidated EBITDA" means, for any period, Adjusted Consolidated
Net Income for such period plus, to the extent such amount was deducted in
calculating Adjusted Consolidated Net Income (i) Consolidated Interest Expense,
(ii) income taxes (other than income taxes (either positive or negative)
attributable to extraordinary and non-recurring gains or losses or sales of
assets), (iii) depreciation expense, (iv) amortization expense, and (v) all
other non-cash items reducing Adjusted Consolidated Net Income (other than items
that will require cash payments and for which an accrual or reserve is, or is
required by GAAP to be, made), less all non-cash items increasing Adjusted
Consolidated Net Income, all as determined on a consolidated basis in conformity
with GAAP; provided that, if any Restricted Subsidiary is not a Wholly Owned
Restricted Subsidiary, Consolidated EBITDA shall be reduced (to the extent not
otherwise reduced in accordance with GAAP) by an amount equal to (a) the amount
of the Adjusted Consolidated Net Income attributable to such Restricted
Subsidiary multiplied by (b) the percentage ownership interest in the income of
such Restricted Subsidiary not owned on the last day of such period by the
Parent, the Company or any of the Restricted Subsidiaries.

                                      -5-
<PAGE>

            "Consolidated Indebtedness" means the consolidated Indebtedness of
the Parent, the Company and the Restricted Subsidiaries determined in accordance
with GAAP consistently applied, but not including consolidation of Indebtedness
of Unrestricted Subsidiaries.

            "Consolidated Interest Expense" means, for any period, the total
consolidated interest expense of the Parent, the Company and the Restricted
Subsidiaries, plus, to the extent not included in such interest expense: (i)
interest expense attributable to Capitalized Lease Obligations and Attributable
Debt; (ii) amortization of debt discount and debt issuance cost; (iii)
capitalized interest; (iv) non-cash interest payments; (v) commissions,
discounts and other fees and charges owed with respect to letters of credit and
bankers' acceptance financing; (vi) net costs under Interest Rate Agreements
(including amortization of fees); (vii) dividends in respect of any Disqualified
Stock held by Persons other than the Parent, the Company or a Restricted
Subsidiary; (viii) interest expense attributable to deferred payment
obligations; and (ix) interest expense on Indebtedness of another Person to the
extent that such Indebtedness is guaranteed by the Parent, the Company or a
Restricted Subsidiary.

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

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

            "Debt to Consolidated EBITDA Ratio" means, as of any date of
determination (the "Calculation Date"), the ratio of (a) Consolidated
Indebtedness as of the Calculation Date to (b) Consolidated EBITDA for the four
most recent full fiscal quarters ending immediately prior to the Calculation
Date and for which financial statements have been delivered to the Trustee and
the Holders in accordance with Section 4.02, determined on a pro forma basis
after giving effect to all acquisitions or dispositions of assets made by the
Parent, the Company and any of the Restricted Subsidiaries from the beginning of
such four-quarter period through and including such Calculation Date (including
any related financing transactions) as if such acquisitions and dispositions had
occurred at the beginning of such four-quarter period. In addition, for purposes
of making the computation referred to above, (i) acquisitions that have been
made by the Parent, the Company or any of the Restricted Subsidiaries, including
through mergers or consolidations and including any related financing
transactions, during the four-quarter reference period or subsequent to such
reference period and on or prior to the Calculation Date shall be deemed to have
occurred on the first day of the four-quarter reference period and Consolidated
EBITDA for such reference period shall be calculated without giving effect to
clause (viii) of the proviso set forth in the definition of Adjusted
Consolidated Net Income, and (ii) the Consolidated EBITDA attributable to
discontinued operations, as determined in accordance with GAAP, and operations
or businesses disposed of prior to the Calculation Date, shall be excluded.

            "Debt to Consolidated EBITDA less Capital Expenditures Ratio" means,
as of any date of determination (the "Calculation Date"), the ratio of (a)
Consolidated Indebtedness as of the Calculation Date to (b) Consolidated EBITDA
less any Capital Expenditures by the Parent, the Company and the Restricted
Subsidiaries for the four most recent full fiscal quarters ending immediately
prior to the Calculation Date and for which financial statements have been
delivered to the Trustee and the Holders in accordance with Section 4.02,
determined on a pro

                                      -6-
<PAGE>

forma basis after giving effect to all acquisitions or dispositions of assets
made by the Parent, the Company and any of the Restricted Subsidiaries from the
beginning of such four-quarter period through and including such Calculation
Date (including any related financing transactions) as if such acquisitions and
dispositions had occurred at the beginning of such four-quarter period. In
addition, for purposes of making the computation referred to above, (i)
acquisitions that have been made by the Parent, the Company or any of the
Restricted Subsidiaries, including through mergers or consolidations and
including any related financing transactions, during the four-quarter reference
period or subsequent to such reference period and on or prior to the Calculation
Date shall be deemed to have occurred on the first day of the four-quarter
reference period and Consolidated EBITDA for such reference period shall be
calculated without giving effect to clause (viii) of the proviso set forth in
the definition of Adjusted Consolidated Net Income, and (ii) the Consolidated
EBITDA attributable to discontinued operations, as determined in accordance with
GAAP, and operations or businesses disposed of prior to the Calculation Date,
shall be excluded.

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

            "Definitive Notes" means one or more certificated Notes registered
in the name of the Holder thereof and issued in accordance with Section 2.06
hereof, substantially in the form of Exhibit A hereto, except that such Note
shall not bear the Global Note Legend and shall not have the "Schedule of
Exchanges of Interests in the Global Note" attached thereto.

            "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof as
the Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provisions of this Indenture.

            "Disinterested Director" means, with respect to any transaction,
including an acquisition of FCC wireless licenses, a member of the Board of
Directors of the Parent who is not an officer or employee of the Parent, the
Company or a Subsidiary and would not be a party to, or have a financial
interest in, such transaction. 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 Parent.

            "Disqualified Stock" means any class or series of Capital Stock of
any Person that by its terms or otherwise is (i) required to be redeemed prior
to the Stated Maturity of the Notes, (ii) redeemable at the option of the Holder
of such class or series of Capital Stock at any time prior to the Stated
Maturity of the Notes or (iii) convertible into or exchangeable for Capital
Stock referred to in clause (i) or (ii) above or Indebtedness having a scheduled
maturity prior to the Stated Maturity of the Notes; provided that any Capital
Stock that would not constitute Disqualified Stock but for provisions thereof
giving Holders thereof the right to require such Person to repurchase or redeem
such Capital Stock upon the occurrence of an "asset sale" or "change of control"
occurring prior to the Stated Maturity of the Notes shall not constitute
Disqualified Stock if the "asset sale" or "change of control" provisions
applicable to such Capital Stock are no more favorable to the Holders of such
Capital Stock than the provisions contained in Sections 4.06 and 4.08 and such
Capital Stock specifically provides that such Person will not

                                      -7-
<PAGE>

repurchase or redeem any such stock pursuant to such provision prior to the
Company's repurchase of such Notes as are required to be repurchased pursuant to
Sections 4.06 and 4.08.

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

            "fair market value" means the price that would be paid in an
arm's-length transaction between an informed and willing seller under no
compulsion to sell and an informed and willing buyer under no compulsion to buy,
as determined in good faith by the Board of Directors of the Parent, whose
determination shall be conclusive if evidenced by a Board Resolution.

            "FCC" means the Federal Communications Commission.

            "GAAP" means generally accepted accounting principles in the United
States of America, including, without limitation, those set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as approved by a significant segment of the accounting profession,
as in effect from time to time.

            "Global Notes" means, individually and collectively, each of the
permanent global Note substantially in the form of Exhibit A hereto that bears
the Global Note Legend and that has the "Schedule of Exchanges of Interests in
the Global Note" attached thereto, and that is deposited with or on behalf of
and registered in the name of the Depositary.

            "Global Note Legend" means the legend set forth in Section 2.06(f),
which is required to be placed on the Global Note issued under this Indenture.

            "Guarantees" mean any guarantees by the Guarantors of the Guaranteed
Obligations.

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

            "Guarantor" means the Parent, all Restricted Subsidiaries of the
Parent (other than the Company), and all Restricted Subsidiaries of the Company,
each of which shall execute a

                                      -8-
<PAGE>

Guarantee in accordance with the provisions of this Indenture, and their
respective successors and assigns.

            "Hedging Obligations" of any Person means the obligations of such
Person pursuant to any Interest Rate Agreement or Currency Agreement.

            "Holder" means the Person in whose name a Note is registered on the
Registrar's books.

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

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

            (i) all indebtedness of such Person for borrowed money;

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

            (iii) all obligations of such Person in respect of letters of credit
or other similar instruments (including reimbursement obligations with respect
thereto), other than standby letters of credit and performance bonds entered
into in the ordinary course of business of such Person to the extent such
letters of credit are not drawn upon or, if drawn upon, to the extent such
drawing is reimbursed no later than the third Business Day following receipt by
such Person of a demand for reimbursement;

            (iv) all obligations of such Person to pay the deferred and unpaid
purchase price of property or services, except Trade Payables;

            (v) all Capitalized Lease Obligations and all Attributable Debt;

            (vi) all Indebtedness of other Persons secured by a Lien on any
asset of such Person, whether or not such Indebtedness is assumed by such
Person; provided that the amount of such Indebtedness shall be the lesser of (a)
the fair market value of such asset at such date of determination and (b) the
amount of such Indebtedness;

            (vii) all Indebtedness of other Persons guaranteed by such Person to
the extent such Indebtedness is guaranteed by such Person;

            (viii) Disqualified Stock; and

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

                                      -9-
<PAGE>

            For purposes of clause (viii), Disqualified Stock shall be valued at
the maximum fixed redemption, repayment or repurchase price, which shall be
calculated in accordance with the terms of such Disqualified Stock as if such
Disqualified Stock were repurchased on any date on which Indebtedness shall be
required to be determined under this Indenture; provided, however, that if such
Disqualified Stock is not then permitted to be redeemed, repaid or repurchased,
the redemption, repayment or repurchase price shall be the book value of such
Disqualified Stock. The amount of Indebtedness of any Person at any date shall
be the outstanding balance at such date (or in the case of a revolving credit or
other similar facility, the total amount of funds outstanding and/or available
on the date of determination) of all unconditional obligations as described
above and, with respect to contingent obligations, the maximum liability upon
the occurrence of the contingency giving rise to the obligation, provided (1)
that the amount outstanding at any time of any Indebtedness issued with original
issue discount is the face amount of such Indebtedness less the unamortized
portion of the original issue discount of such Indebtedness at the time of its
issuance as determined in conformity with GAAP, (2) money borrowed at the time
of the Incurrence of any Indebtedness in order to pre-fund the payment of
interest on such Indebtedness shall be deemed not to be "Indebtedness" so long
as such money is held to secure the payment of such interest, (3) contingent
obligations arising in connection with the acquisition of any business or
Person, based on the future performance of such business or Person, shall not
constitute Indebtedness except to the extent such obligations are not paid
within seven Business Days of the date such contingency is resolved under GAAP
and are recorded as a liability on the books of the Parent, the Company and
their Subsidiaries and (4) liabilities for federal, state, local or other taxes
shall not constitute Indebtedness.

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

            "Indenture Documents" means (a) this Indenture, the Notes and the
Security Documents and (b) any other related document or instrument executed and
delivered pursuant to any Indenture Document described in clause (a) of this
definition evidencing or governing Obligations.

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

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

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

                                      -10-
<PAGE>

Subsidiary and (ii) the fair market value of the Capital Stock (or any other
Investment), held by the Parent, the Company or any of the Restricted
Subsidiaries, of (or in) any Person that has ceased to be a Restricted
Subsidiary. For purposes of the definition of "Unrestricted Subsidiary" and
Section 4.04, (a) the amount of or a reduction in an Investment shall be equal
to the fair market value thereof at the time such Investment is made or reduced
and (b) in the event the Parent, the Company or any Restricted Subsidiary makes
an Investment by transferring assets to any Person and as part of such
transaction receives Net Cash Proceeds, the amount of such Investment shall be
the fair market value of the assets less the amount of Net Cash Proceeds so
received, provided that the Net Cash Proceeds are applied in accordance with
Section 4.06(b)(i) or (ii).

            "Leverage Ratios" means the Debt to Consolidated EBITDA Ratio and
the Debt to Consolidated EBITDA less Capital Expenditures Ratio.

            "Lien" means any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including, without limitation, any conditional sale
or other title retention agreement or lease in the nature thereof or any
agreement to give any security interest).

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

            "Mortgaged Property" includes each parcel of real property and the
improvements thereto with respect to which a Mortgage is granted pursuant to
Section 4.11.

            "Mortgages" means a mortgage, deed of trust, assignment of leases
and rents, leasehold mortgage or other security document granting a Lien on any
Mortgaged Property to secure the Obligations.

            "Net Cash Proceeds" means, (i) with respect to any Asset Sale, the
proceeds of such Asset Sale in the form of cash or Cash Equivalents, including
payments in respect of deferred payment obligations (to the extent corresponding
to the principal, but not interest, component thereof) when received in the form
of cash or Cash Equivalents (except to the extent such obligations are financed
or sold with recourse to the Parent, the Company or any Restricted Subsidiary)
and proceeds from the conversion of other property received when converted to
cash or Cash Equivalents, net of (a) brokerage commissions and other fees and
expenses (including fees and expenses of counsel and investment bankers) related
to such Asset Sale, (b) provisions for all taxes as a result of such Asset Sale,
(c) payments made to repay Indebtedness outstanding at the time of such Asset
Sale that is secured by a Lien on the property or assets sold and (d)
appropriate amounts to be provided by the Parent, the Company or any Restricted
Subsidiary as a reserve against any liabilities associated with such Asset Sale,
including, without limitation, pension and other post-employment benefit
liabilities, liabilities related to environmental matters and liabilities under
any indemnification obligations associated with such Asset Sale, all as
determined in conformity with GAAP and (ii) with respect to any issuance or sale
of Capital Stock, the proceeds of such issuance or sale in the form of cash or
Cash Equivalents, including payments in respect of deferred payment obligations
(to the extent corresponding to the principal, but not interest, component
thereof) when received in the form of cash or Cash Equivalents (except to the
extent such obligations are financed or sold with recourse to the Parent, the
Company or any Restricted Subsidiary) and proceeds from the conversion of other

                                      -11-
<PAGE>

property received when converted to cash or Cash Equivalents, net of attorney's
fees, accountants' fees, underwriters' or placement agents' fees, discounts or
commissions and brokerage, consultant and other fees incurred in connection with
such issuance or sale and net of taxes paid or payable as a result thereof.

            "Notes" means the Notes issued under this Indenture, and includes
the Original Notes and the PIK Notes.

            "Obligations" means all obligations of the Company and the
Guarantors under the Indenture, the Notes and the other Indenture Documents,
including obligations to the Trustee and the Collateral Agent whether for
payment of principal of, premium, if any, or interest on the Notes and all other
monetary obligations of the Company and the Guarantors under the Indenture, the
Notes and the other Indenture Documents, whether for fees, expenses,
indemnification or otherwise.

            "Offer to Purchase" means an offer by the Company to purchase Notes
from the Holders under Section 4.06(b) or 4.08(a), which shall be commenced by
mailing a notice to the Trustee and each Holder stating:

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

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

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

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

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

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

            (vii) that Holders whose Notes are being purchased only in part will
be issued new Notes equal in principal amount to the unpurchased portion of the
Notes surrendered; provided that each Note purchased shall be in an integral
multiple of $100 of the principal

                                      -12-
<PAGE>

amount at maturity of the Notes and each new Note issued shall be in a principal
amount at maturity of $100 or integral multiples thereof.

            On the Payment Date, the Company shall: (a) accept for payment on a
pro rata basis Notes or portions thereof validly tendered pursuant to an Offer
to Purchase; (b) deposit with the Paying Agent money sufficient to pay the
purchase price of all Notes or portions thereof so accepted; and (c) deliver, or
cause to be delivered, to the Trustee all Notes or portions thereof so accepted
together with an Officer's Certificate specifying the Notes or portions thereof
accepted for payment by the Company. The Paying Agent shall promptly mail to the
Holders of Notes so accepted payment in an amount equal to the purchase price,
and the Trustee shall promptly authenticate and mail to such Holders a new Note
equal in principal amount to any unpurchased portion of the Note surrendered;
provided that each Note purchased shall be in an integral multiple of $100 of
the principal amount at maturity of the Notes and each new Note issued shall be
in a principal amount at maturity of $100 or integral multiples thereof. If,
pursuant to an Offer to Purchase, a Note is purchased on or after an interest
record date but on or prior to the related interest payment date, then any
accrued and unpaid interest shall be paid to the Person in whose name such Note
was registered at the close of business on such record date. The Parent and the
Company will publicly announce the results of an Offer to Purchase as soon as
practicable after the Payment Date. The Trustee shall act as the Paying Agent
for an Offer to Purchase. The Company will comply with Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable, in the event that the Company
is required to repurchase Notes pursuant to an Offer to Purchase. To the extent
that the provisions of any applicable federal or state securities laws or
regulations conflict with the provision of this Indenture relating to an Offer
to Purchase, the Company will comply with such laws or regulations and will not
be deemed to have breached such provisions of this Indenture by virtue thereof.

            "Officer" means the Chairman of the Board, the Chief Executive
Officer, the Chief Financial Officer, the President, any Vice President, the
Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of
the Company. "Officer" of a Guarantor has a correlative meaning.

            "Officer's Certificate" of any Person means a certificate signed on
behalf of such Person by the principal executive officer, the principal
accounting officer or the principal financial officer of such Person.

            "Opinion of Counsel" means a written opinion (subject to customary
assumptions and exclusions) from legal counsel who is reasonably acceptable to
the Trustee. The counsel may be an employee of or counsel to the Company, a
Guarantor or the Trustee.

            "Original Notes" means the $350,000,000 original principal amount of
13% Senior Secured Pay-in-Kind Notes due 2011, issued on the Closing Date under
the terms of this Indenture.

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

                                      -13-
<PAGE>

            "Participant" means, with respect to the Depositary, a Person who
has an account with the Depositary.

            "Permitted Investment" means:

            (i) an Investment in the Company, any Restricted Subsidiary or a
Person that, as a result of such Investment becomes a Restricted Subsidiary,
provided that such Person's primary business is related, ancillary or
complementary to the businesses of the Parent, the Company and the Restricted
Subsidiaries on the date of such Investment;

            (ii) Temporary Cash Investments;

            (iii) payroll, travel and similar advances in the ordinary course of
business to cover matters that are expected at the time of such advances
ultimately to be treated as expenses in accordance with GAAP that do not in the
aggregate exceed $3.0 million at any time outstanding;

            (iv) stock, obligations or securities received in satisfaction of
judgments;

            (v) Investments in prepaid expenses, negotiable instruments held for
collection, and lease, utility and worker's compensation, performance and other
similar deposits made in the ordinary course of business;

            (vi) Interest Rate Agreements and Currency Agreements designed
solely to protect the Parent, the Company and the Restricted Subsidiaries
against fluctuations in interest rates or foreign currency exchange rates;

            (vii) loans or advances to officers or employees of the Parent, the
Company or any Restricted Subsidiary that do not in the aggregate exceed $1.0
million at any time outstanding;

            (viii) Investments existing on the Closing Date;

            (ix) Investments made as a result of the receipt of non-cash
consideration from an Asset Sale that was made in compliance with Section 4.06;
and

            (x) Investments in securities received in satisfaction of accounts
receivable pursuant to any plan of reorganization or similar arrangement upon
the bankruptcy of the obligor on such accounts receivable.

            "Permitted Liens" means:

            (i) Liens for taxes, assessments, governmental charges or claims
that are not yet due and payable or that are being contested in good faith by
appropriate legal proceedings promptly instituted and diligently conducted and
for which a reserve or other appropriate provision, if any, as shall be required
in conformity with GAAP shall have been made;

                                      -14-
<PAGE>

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

            (iii) Liens (other than any Lien imposed by ERISA) incurred or
deposits made in the ordinary course of business in connection with workers'
compensation, unemployment insurance and other types of social security;

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

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

            (vi) Liens (including extensions and renewals thereof and including
any interest or title of a lessor in the property subject to any Capitalized
Lease) upon real or personal property acquired after the Closing Date; provided
that (a) such Lien is created solely for the purpose of securing Indebtedness
(including any Capitalized Lease) Incurred, in accordance with clause (v) of the
definition of Permitted Debt, and is created prior to, at the time of or within
six months after the later of the acquisition, the completion of construction or
the commencement of full operation of such property or is granted to secure
indebtedness incurred to Refinance any Indebtedness previously so secured, and
(b) any such Lien shall not extend to or cover any property or assets other than
such item of property or assets and any improvements on such item;

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

            (viii) Liens on property of any Person existing at the time such
Person becomes, or becomes a part of, any Restricted Subsidiary; provided that
such Liens were not created or incurred in connection with, or in contemplation
of, such Person becoming a Restricted Subsidiary and do not extend to or cover
any property or assets of the Parent, the Company or any Restricted Subsidiary
other than the property or assets acquired;

            (ix) Liens in favor of the Parent, the Company or any Restricted
Subsidiary;

            (x) Liens arising from the rendering of a final judgment or order
against the Parent, the Company or any Restricted Subsidiary that does not give
rise to an Event of Default;

            (xi) Liens arising by reason of deposits necessary to obtain standby
letters of credit in the ordinary course of business (including deposits
necessary to obtain standby letters of credit);

                                      -15-
<PAGE>

            (xii) Liens in favor of customs and revenue authorities arising as a
matter of law to secure payment of customs duties not yet due and payable in
connection with the importation of goods;

            (xiii) Liens encumbering customary initial deposits and margin
deposits, and other Liens that are within the general parameters customary in
the industry and incurred in the ordinary course of business, in each case,
securing Indebtedness under Interest Rate Agreements and Currency Agreements
designed solely to protect the Parent, the Company or any of the Restricted
Subsidiaries from fluctuations in interest rates or foreign currency exchange
rates;

            (xiv) Liens on wireless licenses issued by the FCC to secure
obligations in favor of the FCC;

            (xv) Liens existing on the Closing Date;

            (xvi) Liens on any assets or Capital Stock of the Parent, the
Company or the Restricted Subsidiaries created in favor of the Holders; and

            (xvii) Liens securing Indebtedness which is Incurred to Refinance
secured Indebtedness which is permitted to be Incurred under Section
4.03(b)(ii); provided that such Liens do not extend to or cover any property or
assets of the Parent, the Company or any Restricted Subsidiary other than the
property or assets securing the Indebtedness being Refinanced; and provided
further, that if the property or assets securing the Indebtedness being
Refinanced consist of one or more FCC wireless licenses, such Liens may also
extend to or cover the outstanding Capital Stock of one or more corporations
that (A) own such licenses and (B) do not own any other material assets.

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

            "PIK Notes" means any 13% Senior Secured Pay-in-Kind Notes due 2011,
issued in lieu of cash payment of interest on the Notes under the terms of this
Indenture.

            "Pledge Agreement" means the Pledge Agreement dated August 16, 2004
among the Company, the Grantors (as defined therein) and the Collateral Agent.

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

            "Qualified Proceeds" means the Net Cash Proceeds received by the
Parent on or after the Closing Date from the issuance and sale of its Capital
Stock (other than Disqualified Stock) to a Person that is not a Subsidiary of
the Parent.

                                      -16-
<PAGE>

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

            "Restricted Subsidiary" means any Subsidiary of the Parent (other
than the Company) or the Company other than an Unrestricted Subsidiary.

            "Sale/Leaseback Transaction" means an arrangement relating to
property now owned or hereafter acquired by the Parent, the Company or a
Restricted Subsidiary whereby the Parent, the Company or a Restricted Subsidiary
transfers such property to a Person and the Parent, the Company or a Restricted
Subsidiary leases it from such Person, other than leases between the Company and
a Wholly Owned Restricted Subsidiary or between Wholly Owned Restricted
Subsidiaries.

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

            "Security Agreement" means the Security Agreement dated August 16,
2004, among the Company, the Grantors (as defined therein) and the Collateral
Agent.

            "Security Documents" means the Security Agreement, the Pledge
Agreement, the Mortgages and any other document or instrument pursuant to which
a Lien is granted by the Company or any Guarantor to secure any Obligations or
under which rights or remedies with respect to such Lien are governed, as such
agreements may be amended, modified or supplemented from time to time.

            "S&P" means Standard & Poor's Ratings Group, a division of the
McGraw-Hill Companies.

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

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

            "Temporary Cash Investment" means any of the following:

            (i) direct obligations of the United States of America or any agency
thereof or obligations fully and unconditionally guaranteed by the United States
of America or any agency thereof, in each case maturing within one year after
the date of acquisition;

            (ii) demand deposit accounts, time deposit accounts, certificates of
deposit and money market deposits maturing within 180 days of the date of
acquisition thereof issued by

                                      -17-
<PAGE>

a bank or trust company which is organized under the laws of the United States
of America, any state thereof or any foreign country recognized by the United
States, and which bank or trust company has capital, surplus and undivided
profits aggregating in excess of $50 million (or the foreign currency equivalent
thereof) and has outstanding debt which is rated "A" (or such similar equivalent
rating) or higher by at least one nationally recognized statistical rating
organization (as defined in Rule 436 under the Securities Act) or any
moneymarket fund sponsored by a registered broker dealer or mutual fund
distribution;

            (iii) repurchase obligations with a term of not more than 30 days
for underlying securities of the types described in clause (i) above entered
into with a bank meeting the qualifications described in clause (ii) above;

            (iv) commercial paper, maturing not more than 270 days after the
date of acquisition, issued by a corporation (other than an Affiliate of the
Company) organized and in existence under the laws of the United States of
America, any state thereof or any foreign country recognized by the United
States of America with a rating at the time as of which any investment therein
is made of "P-1" (or higher) according to Moody's or "A-1" (or higher) according
to S&P; and

            (v) securities with maturities of six months or less from the date
of acquisition issued or fully and unconditionally guaranteed by any state,
commonwealth or territory of the United States of America, or by any political
subdivision or taxing authority thereof, and rated at least "A" by S&P or
Moody's.

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

            "Trade Payables" means, with respect to any Person, any accounts
payable or any other indebtedness or monetary obligation to trade creditors
created, assumed or guaranteed by such Person or any of its Subsidiaries arising
in the ordinary course of business in connection with the acquisition of goods
or services.

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

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

            "Trust Officer" means any vice president, assistant vice president
or trust officer of the Trustee assigned by the Trustee to administer its
corporate trust matters.

            "Unrestricted Subsidiary" means (i) each of Leap Wireless Mexico
S.A. de C.V., formed under the laws of Mexico, and Orrengrove Investments
Limited, formed under the laws of Cyprus; (ii) any Subsidiary of the Parent or
the Company that at the time of determination shall be designated an
Unrestricted Subsidiary by the Board of Directors of the Parent or the Company,

                                      -18-
<PAGE>

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

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

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

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

            1.02. Other Definitions. The following terms have the definitions
set forth in the Sections listed below.

<TABLE>
<CAPTION>
                                                       Defined in
                    Term                                Section
                    ----                               ----------
<S>                                                    <C>
"Affiliate Transaction"...........................      4.07(a)
"Asset Sale Offer"................................      4.06(b)
"Authentication Order"............................      2.02
</TABLE>

                                      -19-
<PAGE>

<TABLE>
<CAPTION>
                                                       Defined in
                    Term                                Section
                    ----                               ----------
<S>                                                    <C>
"Change of Control Offer" ........................       4.08(b)
"covenant defeasance option"......................       8.01(b)
"DTC" ............................................       2.03
"Event of Default" ...............................       6.01
"Excess Proceeds" ................................       4.06(b)
"Guaranteed Indebtedness" ........................       4.10
"Guaranteed Obligations" .........................      11.01
"incorporated provision" .........................      12.01
"legal defeasance option" ........................       8.01(b)
"Legal Holiday" ..................................      12.07
"MD&A" ...........................................       4.02
"Notice of Default" ..............................       6.01
"Paying Agent" ...................................       2.03
"Permitted Debt" .................................       4.03(b)
"Registrar" ......................................       2.03
"Restricted Payments" ............................       4.04(a)
</TABLE>

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

            "Commission" means the Securities and Exchange Commission.

            "indenture securities" means the Notes and the Guarantees.

            "indenture security holder" means a Holder.

            "indenture to be qualified" means this Indenture.

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

            "obligor" on the indenture securities means the Company, the
Guarantors and any other obligor on the indenture securities.

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

            1.04 Rules of Construction. Unless the context otherwise requires:

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

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

                                      -20-
<PAGE>

            (c) "or" is not exclusive;

            (d) "including" means including without limitation;

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

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

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

            (h) "will" shall be interpreted to express a command;

            (i) references to sections of or rules under the Securities Act will
be deemed to include substitute, replacement of successor sections or rules
adopted by the Commission from time to time; and

            (j) references to Sections and Articles are to Sections and Articles
of this Indenture unless otherwise specified.

                                   ARTICLE II

                                    THE NOTES

            2.01 Form and Dating.

            (a) General. The Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A hereto. The Notes
may have notations, legends or endorsements required by law, stock exchange rule
or usage. Each Note shall be dated the date of its authentication. The Notes
shall be issued only in registered form without coupons. Original Notes shall be
issued only in minimum denominations of $100 and larger integral multiples of
$100. Any Note issued thereafter (including on any exchange or transfer or any
issuance of PIK Notes in accordance with Section 2.12) shall be issued only in
minimum denominations of $100 and larger integral multiples of $100.

            The terms and provisions contained in the Notes shall constitute,
and are hereby expressly made, a part of this Indenture and the Company, the
Guarantors and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby. However,
to the extent any provision of any Note conflicts with the express provisions of
this Indenture, the provisions of this Indenture shall govern and be
controlling.

            (b) Global Note. The Note issued in global form shall be
substantially in the form of Exhibit A hereto (including the Global Note Legend
thereon and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Notes issued in definitive form

                                      -21-
<PAGE>

shall be issued substantially in the form of Exhibit A hereto (but without the
Global Note Legend thereon and without the "Schedule of Exchanges of Interests
in the Global Note" attached thereto). The Global Note shall represent such of
the outstanding Notes as shall be specified therein and shall provide that it
represents the aggregate principal amount at maturity of outstanding Notes from
time to time endorsed thereon and that the aggregate principal amount at
maturity of outstanding Notes represented thereby may be increased through the
issuance of PIK Notes as provided herein and may from time to time be reduced or
increased, as appropriate, to reflect exchanges and redemptions. Any endorsement
of the Global Note to reflect the amount of any increase or decrease in the
aggregate principal amount at maturity of outstanding Notes represented thereby
shall be made by the Trustee or the Custodian in accordance with the terms
hereof and of the Global Note as to increases due to the issuance of PIK Notes
and otherwise in accordance with instructions given by the Holder thereof as
required by Section 2.06.

            2.02 Execution and Authentication. One Officer shall sign the Notes
for the Company by manual or facsimile signature.

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

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

            The Trustee shall, upon a written order of the Company signed by one
Officer of the Company (an "Authentication Order"), authenticate the Notes for
original issue of up to $350,000,000 aggregate principal amount at maturity, and
may thereafter authenticate PIK Notes issuable pursuant to the terms hereof. The
aggregate principal amount at maturity of Notes outstanding at any time may not
exceed such amount except as provided in Section 2.07.

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

            2.03. Registrar and Paying Agent. The Company shall maintain in the
Borough of Manhattan, the City of New York, an office or agency where Notes may
be presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). The
Registrar shall keep a register of the Notes and of their transfer and exchange.
The Company may appoint one or more co-registrars and one or more additional
paying agents. The term "Registrar" includes any co-registrar and the term
"Paying Agent" includes any additional paying agent. The Company may change any
Paying Agent or Registrar without notice to any Holder. The Company shall notify
the Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such to the extent that it
determines that it may do so. The Parent, the Company or any domestically
incorporated Wholly Owned Restricted Subsidiary may act as Paying Agent or
Registrar.

                                      -22-
<PAGE>

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

            The Company initially appoints the Trustee to act as the Registrar
and Paying Agent and to act as Custodian with respect to the Notes.

            2.04. Paying Agent to Hold Money in Trust. The Company shall require
each Paying Agent other than the Trustee to agree in writing that the Paying
Agent will hold in trust for the benefit of Holders or the Trustee all money
held by the Paying Agent for the payment of principal, premium, if any, or
interest on the Notes, and will notify the Trustee in writing of any default by
the Company in making any such payment. While any such default continues, the
Trustee may require a Paying Agent to pay all money held by it to the Trustee.
The Company at any time may require a Paying Agent to pay all money held by it
to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other
than the Parent, the Company, or one of the Restricted Subsidiaries) shall have
no further liability for the money. If the Parent, the Company or one of the
Restricted Subsidiaries acts as Paying Agent, it shall segregate and hold in a
separate trust fund for the benefit of the Holders all money held by it as
Paying Agent with respect to the Notes. Upon any bankruptcy or reorganization
proceedings relating to the Parent, the Company or any Restricted Subsidiary,
the Trustee shall serve as Paying Agent for the Notes.

            2.05. Holder Lists. The Trustee shall preserve in as current a form
as is reasonably practicable the most recent list available to it of the names
and addresses of all Holders and shall otherwise comply with TIA Section 312(a).
If the Trustee is not the Registrar, the Company shall furnish to the Trustee at
least seven Business Days before each interest payment date and at such other
times as the Trustee may request in writing, a list in such form and as of such
date as the Trustee may reasonably require of the names and addresses of the
Holders of the Notes and the Company shall otherwise comply with TIA Section
312(a).

            2.06. Transfer and Exchange.

            (a) Transfer and Exchange of the Global Note. The Global Note may
not be transferred as a whole except by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary, or to another
nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. The Global Note
will be exchanged by the Company for Definitive Notes only if (i) the Company
delivers to the Trustee written notice from the Depositary that it is unwilling
or unable to continue to act as Depositary or that it is no longer a clearing
agency registered under the Exchange Act and, in either case, a successor
Depositary is not appointed by the Company within 120 days after the date of
such notice from the Depositary; or (ii) the Company in its sole discretion
determines that the Global Note (in whole but not in part) should be exchanged
for Definitive Notes and delivers a written notice to such effect to the
Trustee; or (iii) there has occurred and is continuing a Default or Event of
Default with respect to the Notes. Upon the occurrence of any of the preceding
events in clause (i), (ii) or (iii) above, Definitive Notes shall be issued in
such names as the Depositary shall instruct the Trustee. Every Note
authenticated and delivered in exchange for, or in lieu of, the Global Note or
any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10, that
is not a Definitive Note shall be authenticated and delivered in the form of,
and shall be, the Global Note. The Global Note may not be exchanged

                                      -23-
<PAGE>

for another Note other than as provided in this Section 2.06(a); however,
beneficial interests in the Global Note may be transferred and exchanged as
provided in Section 2.06(b) or (c).

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

                  (i) Transfer of Beneficial Interests in the Global Note.
            Beneficial interests in the Global Note may be transferred to
            Persons who take delivery thereof in the form of a beneficial
            interest in the Global Note. No written orders or instructions shall
            be required to be delivered to the Registrar to effect the transfers
            described in this Section 2.06(b)(i).

                  (ii) All Other Transfers and Exchanges of Beneficial Interests
            in the Global Note. In connection with all transfers and exchanges
            of beneficial interests that are not subject to Section 2.06(b)(i),
            the transferor of such beneficial interest must deliver to the
            Registrar either (A) both (1) a written order from a Participant or
            an Indirect Participant given to the Depositary in accordance with
            the Applicable Procedures directing the Depositary to credit or
            cause to be credited a beneficial interest in the Global Note in an
            amount equal to the beneficial interest to be transferred or
            exchanged; and (2) instructions given in accordance with the
            Applicable Procedures containing information regarding the
            Participant account to be credited with such increase; or (B) both
            (1) a written order from a Participant or an Indirect Participant
            given to the Depositary in accordance with the Applicable Procedures
            directing the Depositary to cause to be issued a Definitive Note in
            an amount equal to the beneficial interest to be transferred or
            exchanged; and (2) instructions given by the Depositary to the
            Registrar containing information regarding the Person in whose name
            such Definitive Note shall be registered to effect the transfer or
            exchange referred to in clause (1) above. Upon satisfaction of all
            of the requirements for transfer or exchange of beneficial interests
            in the Global Note contained in this Indenture and the Notes or
            otherwise applicable under the Securities Act, the Trustee shall
            adjust the principal amount at maturity of the Global Note pursuant
            to Section 2.06(g).

            (c) Transfer or Exchange of Beneficial Interests for Definitive
Notes. If any holder of a beneficial interest in the Global Note proposes to
exchange such beneficial interest for a Definitive Note or to transfer such
beneficial interest to a Person who takes delivery thereof in the form of a
Definitive Note, then, upon satisfaction of the conditions set forth in Section
2.06(b)(ii), the Trustee shall cause the aggregate principal amount at maturity
of the Global Note to be reduced accordingly pursuant to Section 2.06(g), and
the Company shall execute and the Trustee shall authenticate and deliver to the
Person designated in the instructions a Definitive Note in the appropriate
principal amount at maturity. Any Definitive Note issued in

                                      -24-
<PAGE>

exchange for a beneficial interest pursuant to this Section 2.06(c) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the
Persons in whose names such Notes are so registered.

            (d) Transfer and Exchange of Definitive Notes for Beneficial
Interests. A Holder of a Definitive Note may exchange such Note for a beneficial
interest in the Global Note or transfer such Definitive Notes to a Person who
takes delivery thereof in the form of a beneficial interest in the Global Note
at any time. Upon receipt of a request for such an exchange or transfer, the
Trustee shall cancel the applicable Definitive Note and increase or cause to be
increased the aggregate principal amount at maturity of the Global Note,
pursuant to Section 2.06(g).

            (e) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.06(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. A Holder of Definitive Notes may
transfer such Notes to a Person who takes delivery thereof in the form of a
Definitive Note. Upon receipt of a request to register such a transfer, the
Registrar shall register the Definitive Notes pursuant to the instructions from
the Holder thereof.

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

            "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
            INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
            BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
            ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY
            MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION
            2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN
            WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
            (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
            CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS
            GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE
            PRIOR WRITTEN CONSENT OF THE COMPANY.

            UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
            DEFINITIVE FORM, THIS NOTE MAY

                                      -25-
<PAGE>

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

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

            (h) General Provisions Relating to Transfers and Exchanges.

                  (i) To permit registrations of transfers and exchanges, the
            Company shall execute and the Trustee shall authenticate the Global
            Note and Definitive Notes upon receipt of an Authentication Order in
            accordance with Section 2.02 or at the Registrar's request.

                                      -26-
<PAGE>

                  (ii) No service charge shall be made to a holder of a
            beneficial interest in the Global Note or to a Holder of a
            Definitive Note for any registration of transfer or exchange, but
            the Company may require payment of a sum sufficient to cover any
            transfer tax or similar governmental charge payable in connection
            therewith (other than any such transfer taxes or similar
            governmental charge payable upon exchange or transfer pursuant to
            Sections 2.10, 3.06, 4.06 and 9.05).

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

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

                  (v) The Company shall not be required (A) to issue, to
            register the transfer of or to exchange any Notes during a period
            beginning at the opening of business 15 days before the day of any
            selection of Notes for redemption under Section 3.02 and ending at
            the close of business on the day of selection, (B) to register the
            transfer of or to exchange any Note so selected for redemption in
            whole or in part, except the unredeemed portion of any Note being
            redeemed in part or (C) to register the transfer of or to exchange a
            Note between a record date and the next succeeding interest payment
            date.

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

                  (vii) The Trustee shall authenticate the Global Note and
            Definitive Notes in accordance with the provisions of Section 2.02.

                  (viii) All certifications, certificates and Opinions of
            Counsel required to be submitted to the Registrar pursuant to this
            Section 2.06 to effect a registration of transfer or exchange may be
            submitted by facsimile.

                  (ix) Each Holder of a Note agrees to indemnify the Company and
            the Trustee to their reasonable satisfaction against any liability
            that may result from the transfer, exchange or assignment of such
            Holder's Note in violation of any provision of this Indenture or
            applicable United States Federal or state securities law.

                  (x) The Trustee shall have no obligation or duty to monitor,
            determine or inquire as to compliance with any restrictions on
            transfer imposed under this

                                      -27-
<PAGE>

            Indenture or under applicable law with respect to any transfer of
            any interest in any Note (including any transfers between or among
            Depositary participants or beneficial owners of interest in the
            Global Note) other than to require delivery of such certificates and
            other documentation or evidence as are expressly required by, and to
            do so if and when expressly required by the terms of, this
            Indenture, and to examine the same to determine substantial
            compliance as to form with the express requirements hereof.

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

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

            2.08. Outstanding Notes. The Notes outstanding at any time are all
the Notes authenticated by the Trustee except for those canceled by it, those
delivered to it for cancellation, those reductions in the interest in the Global
Note effected by the Trustee in accordance with the provisions hereof, and those
described in this Section 2.08 as not outstanding. Except as set forth in
Section 2.09, a Note does not cease to be outstanding because the Company or an
Affiliate of the Company holds the Note.

            If a Note is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

            If the principal amount at maturity of any Note is considered paid
under Section 4.01, it ceases to be outstanding and interest on it ceases to
accrue.

            If the Paying Agent (other than the Parent, the Company, a
Subsidiary or an Affiliate of any of the foregoing) holds, by no later than
12:00 noon Eastern Time on a redemption date or maturity date, money sufficient
to pay Notes payable on that date, and the Paying Agent is not prohibited from
paying such money to the Holders on that date pursuant to the terms of this
Indenture, then on and after that date such Notes shall be deemed to be no
longer outstanding and shall cease to accrue interest.

            2.09. Treasury Notes. In determining whether the Holders of the
required principal amount of Notes have concurred in any direction, waiver or
consent, Notes owned by the Company or any Guarantor, or by any Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with the Company or any Guarantor, shall be

                                      -28-
<PAGE>

considered as though not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes that a Responsible Officer of the
Trustee actually knows are so owned shall be so disregarded.

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

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

            2.11. Cancellation. The Company at any time may deliver Notes to the
Trustee for cancellation. The Registrar and Paying Agent shall forward to the
Trustee any Notes surrendered to them for registration of transfer, exchange or
payment. The Trustee and no one else shall cancel all Notes surrendered for
registration of transfer, exchange, payment, replacement or cancellation and
shall dispose of canceled Notes in accordance with its procedures for the
disposition of canceled securities in effect as of the date of such disposition
(subject to the record retention requirement of the Exchange Act). Certification
of the disposition of all canceled Notes shall be delivered to the Company. The
Company may not issue new Notes to replace Notes that have redeemed or paid or
that have been delivered to the Trustee for cancellation.

            2.12. Payment of Interest; Defaulted Interest.

            (a) Each of the Notes shall bear interest at 13% per annum from
August 16, 2004 or from the most recent date to which interest has been paid or
duly provided for in accordance with Section 4.01 or, if no interest has been
paid or duly provided for, from the date of original issuance, until the
principal amount thereof is paid.

            (b) Interest shall be payable in cash, provided that on each of the
first four regularly scheduled interest payment dates set forth in the Notes
occurring after the Closing Date, the Company may, at its option, pay up to 12%
interest by issuing PIK Notes in a principal amount equal to the amount of
interest not paid in cash on such regularly scheduled interest payment date. PIK
Notes will be issued in denominations of $100 principal amount and integral
multiples thereof. The amount of PIK Notes issued will be rounded down to the
nearest $100, with any fractional amount paid in cash.

            (c) If the Company defaults in a payment of interest on the Notes
when due, the Company shall pay the defaulted interest in any lawful manner
plus, to the extent lawful, interest payable on the defaulted interest, to the
Persons who are Holders on a subsequent special record date or, in the case of
the payment of non-cash defaulted interest, to the Persons who are Holders on
the date of such payment, in each case at the rate provided in the Notes. The
Company shall notify the Trustee in writing of the amount of defaulted interest
proposed to be

                                      -29-
<PAGE>

paid on each Note and the date of the proposed payment. The Company shall fix or
cause to be fixed each such special record date and payment date; provided, that
no such special record date shall be less than 10 days prior to the related
payment date for such defaulted interest. At least 15 days before the special
record date, the Company (or, upon the written request of the Company, the
Trustee in the name and at the expense of the Company) shall mail or cause to be
mailed to Holders a notice that states the special record date, the related
payment date and the amount of such cash interest to be paid.

                                  ARTICLE III

                                   REDEMPTION

            3.01. Notices to Trustee. If the Company elects to redeem Notes
pursuant to Section 3.07, it shall notify the Trustee in writing of the
redemption date and the principal amount of Notes to be redeemed.

            The Company shall give each notice to the Trustee provided for in
this Section 3.01 at least 15 days but not more than 60 days before the
redemption date unless the Trustee consents to a shorter period; provided, that
if fewer than all the Notes are to be redeemed, the Company shall provide to the
Trustee notice of such redemption at least five Business Days prior to notice of
such redemption being mailed to any Holder. Such notice shall be accompanied by
an Officer's Certificate from the Company to the effect that such redemption
will comply with the conditions herein. Any such notice may be canceled at any
time prior to notice of such redemption being mailed to any Holder and shall
thereby be void and of no effect.

            3.02. Selection of Notes To Be Redeemed. If fewer than all the Notes
are to be redeemed, the Trustee shall select the Notes to be redeemed pro rata
or by lot or by a method that the Trustee in its sole discretion shall deem to
be fair and appropriate. The Trustee shall make the selection from outstanding
Notes not previously called for redemption. The Trustee may select for
redemption portions of the principal of Notes that have denominations larger
than $100. Notes and portions of them the Trustee selects shall be in amounts of
$100 or a whole multiple of $100. Provisions of this Indenture that apply to
Notes called for redemption also apply to portions of Notes called for
redemption. The Trustee shall notify the Company promptly of the Notes or
portions of Notes to be redeemed.

            3.03. Notice of Redemption. (a) At least 15 days but not more than
60 days before a date for redemption of Notes, the Company shall mail a notice
of redemption by first-class mail to each Holder of Notes to be redeemed at such
Holder's registered address.

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

                  (i) the redemption date;

                  (ii) the redemption price and the amount of accrued interest
            to the redemption date;

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

                                      -30-
<PAGE>

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

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

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

                  (vii) the CUSIP number, if any, printed on the Notes being
            redeemed; and

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

            (b) At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense. In such event,
the Company shall provide the Trustee with the information required by this
Section 3.03 at least two (2) Business Days prior to the date the Trustee is to
give the notice of redemption.

            3.04. Effect of Notice of Redemption. Once notice of redemption is
mailed in accordance with Section 3.03, Notes called for redemption become due
and payable on the redemption date and at the redemption price stated in the
notice. Upon surrender to the Paying Agent, such Notes shall be paid at the
redemption price stated in the notice, plus accrued interest to the redemption
date; provided, however, that if the redemption date is after a regular record
date and on or prior to the related interest payment date, the accrued interest
shall be payable to the Holder of the redeemed Notes registered on the relevant
record date. Failure to give notice or any defect in the notice to any Holder
shall not affect the validity of the notice to any other Holder. A notice of
redemption may not be conditional.

            3.05. Deposit of Redemption Price. Prior to 12:00 noon (New York
time) on the redemption date, the Company shall deposit with the Paying Agent
(or, if the Parent, the Company or a Restricted Subsidiary is the Paying Agent,
shall segregate and hold in trust) money sufficient to pay the redemption price
of and accrued interest on all Notes to be redeemed on that date other than
Notes or portions of Notes called for redemption that have been delivered by the
Company to the Trustee for cancellation. On and after the redemption date,
interest will cease to accrue on Notes or portions thereof called for redemption
in accordance with Section 2.08. The Paying Agent shall promptly return to the
Company upon its written request any money deposited with the Paying Agent by
the Company that is in excess of the amounts necessary to pay the redemption
price of and accrued interest on all Notes to be redeemed.

            If a Note is redeemed on or after an interest record date but on or
prior to the related interest payment date, then any accrued and unpaid interest
shall be paid to the Person in whose name such Note was registered at the close
of business on such record date. If any Note called for redemption is not so
paid upon surrender for redemption or purchase because of the failure of the
Company to comply with the preceding paragraph, interest shall be paid on the

                                      -31-
<PAGE>

unpaid principal, from the redemption until such principal is paid, and to the
extent lawful on any interest not paid on such unpaid principal, in each case at
the rate provided in the Notes and in Section 4.01.

            3.06. Notes Redeemed in Part. Upon surrender of a Note that is
redeemed in part, the Company shall issue, and upon receipt of an Authentication
Order, the Trustee shall authenticate for the Holder (at the Company's expense)
a new Note equal in principal amount to the unredeemed portion of the Note
surrendered.

            3.07. Optional Redemption. The Notes shall be redeemable at the
option of the Company, in whole or in part, on one or more occasions, in
accordance with this Article III at the following redemption prices (expressed
as percentages of principal amount at maturity), plus accrued and unpaid
interest to the redemption date (subject to the right of Holders of record on
the relevant record date to receive interest due on the relevant interest
payment date), if redeemed during the 12-month period commencing on August 16 of
the years set forth below:

<TABLE>
<CAPTION>
         YEAR                           REDEMPTION PRICE
         ----                           ----------------
<S>                                     <C>
         2004                               106.50%

         2005                               104.88%

         2006                               103.25%

         2007                               101.63%

2008 and thereafter                         100.00%
</TABLE>

                                   ARTICLE IV

                                    COVENANTS

            4.01. Payment of Notes. The Company shall pay the principal of,
premium, if any, and interest on the Notes on the dates and in the manner
provided in the Notes and in this Indenture. Principal, premium, if any, and
interest shall be considered paid on the date due if as of 12:00 noon Eastern
Time on such date the Trustee or the Paying Agent (if other than the Parent, the
Company or one of their Subsidiaries or Affiliates) holds in accordance with
this Indenture money (and, in the case of interest, PIK Notes to the extent
permitted hereunder) sufficient to pay all principal, premium and interest then
due and the Trustee or the Paying Agent, as the case may be, is not prohibited
from paying such money (and, in the case of interest, PIK Notes to the extent
permitted hereunder) to the Holders on that date pursuant to the terms of this
Indenture.

            The Company shall pay interest on overdue principal at the rate
specified therefor in the Notes, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful. Notwithstanding
anything to the contrary contained in this Indenture, the Company may, to the
extent it is required to do so by law, deduct or withhold income or other
similar taxes imposed by the United States of America from principal, premium or
interest payments hereunder.

                                      -32-
<PAGE>

            4.02. Reports to Holders.

            So long as any Notes are outstanding, the Parent will furnish to the
Trustee and to Holders unaudited quarterly consolidated financial statements
prepared in accordance with GAAP, consistently applied, together with
management's discussion and analysis of financial condition and results of
operations providing the information described in Item 303(a) of Regulation S-K
under the Securities Act, and any successor rules ("MD&A"), not later than 45
days after the end of each of the first three fiscal quarters of each fiscal
year; and (2) audited annual consolidated financial statements prepared in
accordance with GAAP, consistently applied, together with a report on the
financial statements from the Parent's independent accountants and MD&A, not
later than 90 days after the end of each fiscal year. In addition, the Parent
agrees that, for so long as any Notes remain outstanding, it will furnish to the
Holders and to securities analysts and prospective investors, upon their
request, the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act.

            4.03. Limitation on Indebtedness and Issuance of Disqualified Stock.
(a) The Parent, will not, and will not permit any of its Restricted Subsidiaries
to, and the Company will not and will not permit any of its Restricted
Subsidiaries to, Incur any Indebtedness, and the Parent will not issue any
Disqualified Stock, the Company will not issue any Disqualified Stock, and
neither the Parent nor the Company will permit any Restricted Subsidiary to
issue any Disqualified Stock; provided that the Parent, the Company or any
Restricted Subsidiary may Incur Indebtedness or issue Disqualified Stock if,
after giving effect to the Incurrence of such Indebtedness or the issuance of
such Disqualified Stock and the receipt and application of the proceeds
therefrom, the Debt to Consolidated EBITDA Ratio would have been no greater than
3.5 to 1 and the Debt to Consolidated EBITDA less Capital Expenditures Ratio
would have been no greater than 7.0 to 1.

            (b) Notwithstanding the foregoing, the Parent, the Company and any
Restricted Subsidiary (except as specified below) may Incur each and all of the
following items of Indebtedness (collectively, "Permitted Debt"):

                  (i) Indebtedness owed (a) by the Parent to the Company, (b) by
            the Company to the Parent, (c) by a Restricted Subsidiary to the
            Parent or the Company, or (d) by the Parent or the Company or a
            Restricted Subsidiary to any Restricted Subsidiary; provided that
            (1) such Indebtedness shall be evidenced by a promissory note
            expressly subordinated to the Notes and any Guarantees, and (2) any
            event which results in any Restricted Subsidiary to which such
            Indebtedness is owed ceasing to be a Restricted Subsidiary or any
            subsequent transfer of such Indebtedness (other than to the Parent,
            the Company or another Restricted Subsidiary) shall be deemed, in
            each case, to constitute an Incurrence of such Indebtedness not
            permitted by this Section 4.03(b)(i);

                  (ii) Indebtedness of the Parent, the Company or a Restricted
            Subsidiary issued in exchange for, or the net proceeds of which are
            used to Refinance, then outstanding Indebtedness of the Parent, the
            Company or a Restricted Subsidiary (other than Indebtedness Incurred
            under Sections 4.03(b)(i), (iii), (iv), (v) or (vi)) and any
            Refinancings thereof in an amount not to exceed the

                                      -33-
<PAGE>

            amount so Refinanced (plus premiums, accrued interest, fees and
            expenses); provided that Indebtedness the proceeds of which are used
            to Refinance the Notes or Indebtedness that is pari passu with, or
            subordinated in right of payment to, the Notes or the Guarantees
            shall only be permitted under this Section 4.03(b)(ii) if (A) in
            case the Notes are Refinanced in part or the Indebtedness to be
            Refinanced is pari passu with the Notes or any Guarantees, such new
            Indebtedness, by its terms or by the terms of any agreement or
            instrument pursuant to which such new Indebtedness is outstanding,
            is expressly made pari passu with, or subordinate in right of
            payment to, the remaining Notes or such Guarantees, (B) in case the
            Indebtedness to be Refinanced is subordinated in right of payment to
            the Notes and the Guarantees, such new Indebtedness, by its terms or
            by the terms of any agreement or instrument pursuant to which such
            new Indebtedness is issued or remains outstanding, is expressly made
            subordinate in right of payment to the Notes and the Guarantees at
            least to the extent that the Indebtedness to be Refinanced is
            subordinated to the Notes and the Guarantees and (C) such new
            Indebtedness, determined as of the date of Incurrence of such new
            Indebtedness, does not mature prior to the Stated Maturity of the
            Indebtedness to be Refinanced, and the Average Life of such new
            Indebtedness is at least equal to the remaining Average Life of the
            Indebtedness to be Refinanced;

                  (iii) Indebtedness (A) in respect of performance, surety or
            appeal bonds provided in the ordinary course of business, (B) under
            Currency Agreements and Interest Rate Agreements; provided that such
            agreements (1) are designed solely to protect the Parent, the
            Company or the Restricted Subsidiaries against fluctuations in
            foreign currency exchange rates or interest rates and (2) do not
            increase the Indebtedness of the obligor outstanding at any time
            other than as a result of fluctuations in foreign currency exchange
            rates or interest rates or by reason of fees, indemnities and
            compensation payable thereunder; or (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 of the obligations of the
            Parent, the Company or those of any of the Restricted Subsidiaries
            pursuant to such agreements, in any case Incurred in connection with
            the disposition of any business, assets or Restricted Subsidiary of
            the Parent or the Company (other than guarantees of Indebtedness
            Incurred by any Person acquiring all or any portion of such
            business, assets or Restricted Subsidiary of the Parent or the
            Company for the purpose of financing such acquisition), in a
            principal amount not to exceed the gross proceeds actually received
            by the Parent, the Company or any Restricted Subsidiary in
            connection with such disposition;

                  (iv) Guarantees of the Notes and guarantees of Indebtedness of
            the Parent or the Company by any Restricted Subsidiary provided the
            guarantee of such Indebtedness is permitted by and made in
            accordance with Section 4.10;

                  (v) Indebtedness (including guarantees of such indebtedness)
            Incurred to finance the cost (including the cost of design,
            development, site acquisition, construction, installation,
            integration or improvement) of equipment, inventory or

                                      -34-
<PAGE>

            telecommunications network assets acquired (including by way of
            Capital Lease and acquisitions of Capital Stock of a Person that
            becomes a Restricted Subsidiary to the extent of the fair market
            value of the equipment, inventory or network assets so acquired) by
            the Parent, the Company or any Restricted Subsidiary after the
            Closing Date, provided that (A) such Indebtedness is incurred prior
            to or within six months after such acquisition or the completion of
            such construction or improvement and (B) any such Indebtedness
            incurred in connection with any particular acquisition, construction
            or improvement shall not exceed the cost of such acquisition,
            construction or improvement, and provided further that the aggregate
            principal amount of such Indebtedness shall not exceed $50.0 million
            at any time outstanding;

                  (vi) Indebtedness Incurred by the Parent or the Company not
            otherwise permitted to be Incurred pursuant to Sections 4.03(b)(i)
            through (v) above, which together with all other Indebtedness
            Incurred pursuant to this Section 4.03(b)(vi), has an aggregate
            principal amount not in excess of $10.0 million at any time
            outstanding;

                  (vii) the Notes issued on the Closing Date;

                  (viii) Indebtedness of the Parent, the Company or any of the
            Restricted Subsidiaries existing on the Closing Date;

                  (ix) any PIK Notes issued under this Indenture; and

                  (x) Indebtedness of a Person existing at the time such Person
            becomes a Restricted Subsidiary of the Parent, the Company or any of
            the Restricted Subsidiaries to the extent that, on the date of such
            acquisition and after giving pro forma effect thereto, the Company
            could have Incurred such Indebtedness in accordance with paragraph
            (a) of this Section 4.03 on the date such Person becomes a
            Restricted Subsidiary.

            (c) Neither the Parent nor the Company will Incur any Indebtedness
(including Permitted Debt) that is contractually subordinated in right of
payment to any other Indebtedness of the Parent or the Company, as applicable,
unless such Indebtedness is also contractually subordinated in right of payment
to the Notes and the Guarantees on substantially identical terms, provided,
however, that no Indebtedness of the Parent or the Company will be deemed to be
contractually subordinated in right of payment to any other Indebtedness of the
Parent or the Company solely by virtue of being unsecured.

            (d) For purposes of determining compliance with this Section 4.03,
in the event that an item of Indebtedness meets the criteria of more than one of
the types of Indebtedness described in the above clauses comprising Permitted
Debt, the Company, in its sole discretion, will classify and from time to time
may reclassify such item of Indebtedness and will only be required to include
the amount and type of such Indebtedness in one of such clauses.

                                      -35-

<PAGE>

            4.04. Limitation on Restricted Payments. (a) The Parent will not and
will not permit any Restricted Subsidiary to, and the Company will not and will
not permit any Restricted Subsidiary to, directly or indirectly:

            (1) declare or pay any dividend or make any distribution on or with
      respect to the Parent's, the Company's or such Restricted Subsidiaries'
      Capital Stock (other than (a) dividends or distributions payable solely in
      shares of the Parent's Capital Stock (other than Disqualified Stock) or in
      options, warrants or other rights to acquire shares of such Capital Stock
      and (b) pro rata dividends or distributions on Common Stock of any
      Restricted Subsidiary held by minority interest holders) held by Persons
      other than the Parent, the Company or any of the Restricted Subsidiaries;
      or

            (2) purchase, call for redemption or redeem, retire or otherwise
      acquire for value any shares of Capital Stock of the Parent, the Company
      or any Subsidiary (including options, warrants or other rights to acquire
      such shares of Capital Stock) held by any Person other than the Parent,
      the Company or any of the Restricted Subsidiaries; or

            (3) make any voluntary or optional principal payment, or voluntary
      or optional redemption, repurchase, defeasance, or other acquisition or
      retirement for value, of Indebtedness of the Company or that of any
      Guarantor that is subordinated in right of payment to the Notes or any
      Guarantee; or

            (4) make any Investment, other than a Permitted Investment, in any
      Person (such payments or any other actions described in clauses (i)
      through (iv) above being collectively "Restricted Payments") if, at the
      time of, and after giving effect to, the proposed Restricted Payment:

                  (A) a Default or Event of Default shall have occurred and be
            continuing, or would result from such Restricted Payment;

                  (B) after giving pro forma effect to such Restricted Payment
            as if such Restricted Payment had been made at the beginning of the
            applicable four-fiscal quarter period, the Company could not Incur
            at least $1.00 of Indebtedness under Section 4.03(a); or

                  (C) the aggregate amount of all Restricted Payments (the
            amount, if other than in cash, to be determined in good faith by the
            Board of Directors of the Parent, whose determination shall be
            conclusive and evidenced by a Board Resolution) made after the
            Closing Date shall exceed the sum of:

                        (i) 50% of the aggregate amount of the Adjusted
                  Consolidated Net Income (or, if the Adjusted Consolidated Net
                  Income is a loss, minus 100% of the amount of such loss)
                  (determined by excluding income resulting from transfers of
                  assets by the Parent, the Company or a Restricted Subsidiary
                  to an Unrestricted Subsidiary) accrued on a cumulative basis
                  during the period (taken as one accounting period) beginning
                  on the first day of the fiscal quarter immediately following
                  the

                                      -36-

<PAGE>

                  Closing Date and ending on the last day of the last fiscal
                  quarter preceding the Transaction Date for which financial
                  statements have been delivered to the Trustee and the Holders
                  pursuant to Section 4.02; plus;

                        (ii) the aggregate Qualified Proceeds received by the
                  Parent and the aggregate Net Cash Proceeds received by the
                  Parent from the issuance to a Person who is not a Subsidiary
                  of the Parent or the Company of any options, warrants or other
                  rights to acquire the Capital Stock of the Parent (in each
                  case, exclusive of any Disqualified Stock or any options,
                  warrants or other rights that are redeemable at the option of
                  the Holder, or are required to be redeemed, prior to the
                  Stated Maturity of the Notes); plus;

                        (iii) an amount equal to the net reduction in
                  Investments (other than reductions in Permitted Investments)
                  in any Person resulting from payments of dividends, repayments
                  of loans or advances, or other transfers of assets, in each
                  case to the Parent, the Company or any Restricted Subsidiary
                  or from the Net Cash Proceeds from the sale of any such
                  Investment (except, in each case, to the extent any such
                  payment or proceeds are included in the calculation of
                  Adjusted Consolidated Net Income), or from redesignations of
                  Unrestricted Subsidiaries as Restricted Subsidiaries (valued
                  in each case as provided in the definition of "Investments"),
                  not to exceed, in each case, the amount of Investments
                  previously made by the Parent, the Company or any Restricted
                  Subsidiary in such Person or Unrestricted Subsidiary.

            (b) The foregoing provision shall not be violated by reason of:

                  (i) the payment of any dividend within 60 days after the date
            of declaration thereof if, at said date of declaration, such payment
            would comply with Section 4.04(a);

                  (ii) the redemption, repurchase, defeasance or other
            acquisition or retirement for value of Indebtedness that is
            subordinated in right of payment to the Notes and the Guarantees
            including premium, if any, and accrued and unpaid interest, with the
            proceeds of, or in exchange for, Indebtedness Incurred under Section
            4.03(b)(ii);

                  (iii) the purchase, call for redemption, redemption,
            retirement, or other acquisition of the Capital Stock of the Parent,
            the Company or any Subsidiary (or options, warrants or other rights
            to acquire such Capital Stock) in exchange for, or out of the
            proceeds of a substantially concurrent offering of, shares of the
            Capital Stock of the Parent (other than Disqualified Stock) other
            than to a Subsidiary of the Parent or the Company;

                  (iv) the making of any principal payment or the repurchase,
            redemption, retirement, defeasance or other acquisition for value of
            Indebtedness

                                      -37-

<PAGE>

            of the Company or that of any Guarantor which is subordinated in
            right of payment to the Notes or the Guarantees in exchange for, or
            out of the proceeds of a substantially concurrent offering of,
            shares of the Capital Stock of the Parent (other than Disqualified
            Stock) or Indebtedness subordinated in right of payment to the Notes
            and the Guarantees;

                  (v) payments or distributions to dissenting stockholders that
            are not Affiliates of the Parent, the Company or any of their
            Subsidiaries pursuant to applicable law pursuant to or in connection
            with a consolidation, merger or transfer of assets that complies
            with the provisions of Section 5.01;

                  (vi) the purchase, redemption, acquisition, cancellation or
            other retirement for value of shares of the Capital Stock of the
            Parent to the extent necessary in the good faith judgment of the
            Board of Directors of the Parent, to prevent the loss or secure the
            renewal or reinstatement of any material license or franchise held
            by the Parent, the Company or any Restricted Subsidiary from any
            governmental agency, provided that the aggregate amount of
            Restricted Payments that may be made under this Section 4.04(b)(vi)
            shall not exceed $10.0 million;

                  (vii) the purchase, redemption, retirement or other
            acquisition for value of the Capital Stock of the Parent or options
            to purchase such shares, held by the Parent's, the Company's or any
            Restricted Subsidiary's directors, employees or former directors or
            employees (or their donees, trusts for their benefit or the benefit
            of their family members, their estates or beneficiaries under their
            estates) upon death, disability, retirement, termination of
            employment or pursuant to the terms of any agreement under which
            such shares of Capital Stock or options were issued; provided that
            the aggregate consideration paid for such purchase, redemption,
            acquisition, cancellation or other retirement of such shares of
            Capital Stock or options after the Closing Date does not exceed (A)
            $2.0 million in any fiscal year or (B) $10.0 million in the
            aggregate, plus in the case of each of clause (A) and clause (B),
            the aggregate of Net Cash Proceeds the Parent received from the
            issuance of Capital Stock of the Parent to such directors, employees
            or former directors or employees, provided that the amount of any
            such Net Cash Proceeds that are utilized for any such purchase,
            redemption, retirement or other acquisition shall be excluded from
            Section 4.04(a)(4)(C)(ii);

                  (viii) Investments in any Person that is primarily engaged in
            a business that is related, ancillary or complementary to the
            business of the Parent, the Company and the Restricted Subsidiaries
            on the date of such Investment; provided that the aggregate amount
            of such Investments (after taking into account the amount of all
            other Investments made pursuant to this Section 4.04(b)(viii)) does
            not exceed the sum of (A) $10.0 million and (B) the amount of
            Qualified Proceeds received by the Parent, except to the extent such
            Qualified Proceeds are used to make Restricted Payments pursuant to
            Section 4.04(a)(4)(C)(ii), or Sections 4.04(b)(iii) or (iv);

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<PAGE>

                  (ix) Investments acquired in exchange for the Capital Stock of
            the Parent (other than Disqualified Stock);

                  (x) repurchases of Capital Stock deemed to occur upon the
            exercise of stock options or warrants if such Capital Stock
            represents a portion of the exercise price thereof; and

                  (xi) other Restricted Payments in an aggregate amount not to
            exceed $10.0 million;

provided that, except in the case of Sections 4.04(b)(i), (iii), (viii) and
(xi), no Default or Event of Default will have occurred and be continuing or
occur as a consequence of the actions or payments set forth therein.

            Each Restricted Payment permitted pursuant to the preceding clauses,
other than the Restricted Payment referred to in Section 4.04(b)(ii), an
exchange of Capital Stock for Capital Stock or Indebtedness referred to in
Section 4.04(b)(iii) or (iv), an Investment referred to in Section 4.04(b)(ix)
or repurchases of Capital Stock referred to in Section 4.04(b)(x), shall be
included in calculating whether the conditions of Section 4.04(a)(4)(C) have
been met with respect to any subsequent Restricted Payments. In the event the
proceeds of an issuance of the Capital Stock of the Parent are used for the
redemption, repurchase or other acquisition of the Notes, or Indebtedness that
is pari passu with the Notes, then the Qualified Proceeds of such issuance shall
be included in Section 4.04(a)(4)(C) only to the extent such proceeds are not
used for such redemption, repurchase or other acquisition of Indebtedness.

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

            (b) The foregoing provisions shall not restrict any encumbrances or
restrictions:

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

                                      -39-

<PAGE>

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

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

                  (iv) in the case of clause (iv) of Section 4.05(a), (A) that
            restrict in a customary manner the subletting, assignment or
            transfer of any property or asset that is a lease, license,
            conveyance or contract or similar property or asset, (B) existing by
            virtue of any transfer of, agreement to transfer, option or right
            with respect to, or Lien on, any property or assets of the Parent,
            the Company or any Restricted Subsidiary not otherwise prohibited by
            this Indenture or (C) arising or agreed to in the ordinary course of
            business, not relating to any Indebtedness, and that do not,
            individually or in the aggregate, detract from the value of property
            or assets of the Parent, the Company or any Restricted Subsidiary in
            any manner material to the Parent, the Company or any Restricted
            Subsidiary;

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

                  (vi) contained in the terms of any Indebtedness of a
            Restricted Subsidiary, or any agreement pursuant to which such
            Indebtedness was issued, if the encumbrance or restriction applies
            only in the event of a payment default or a default with respect to
            a financial covenant contained in such Indebtedness or agreement, if
            the encumbrance or restriction is not materially more
            disadvantageous to the Holders of the Notes than is customary in
            comparable financings (as determined by the Board of Directors of
            the Parent) and if the Board of Directors of the Parent determines
            that any such encumbrance or restriction will not materially affect
            the ability of the Company to make principal, premium or interest
            payments on the Notes or the Parent's ability to satisfy its
            obligations under its Guarantee.

            Nothing contained in this Section 4.05 shall prevent the Parent, the
Company or any Restricted Subsidiary from (1) creating, incurring, assuming or
suffering to exist any Liens otherwise permitted by Section 4.14 or (2)
restricting the sale or other disposition of property or assets of the Parent,
the Company or any of the Restricted Subsidiaries that secure Indebtedness of
the Parent, the Company or any of the Restricted Subsidiaries.

            4.06. Limitation on Asset Sales. (a) The Parent will not, and will
not permit any Restricted Subsidiary to, and the Company will not, and will not
permit any Restricted Subsidiary to, consummate any Asset Sale, unless (i) the
consideration received by the Parent, the Company or such Restricted Subsidiary
is at least equal to the fair market value of the assets

                                      -40-

<PAGE>

sold or disposed of as evidenced by a Board Resolution of the Parent, and (ii)
at least 75% of the consideration received consists of cash or Temporary Cash
Investments, provided that the amount of any liabilities (as shown on the
Parent's most recent balance sheet, the Company's most recent balance sheet or
such Restricted Subsidiary's most recent balance sheet) of the Parent, the
Company or any Restricted Subsidiary (other than contingent liabilities,
liabilities to the Parent, the Company or a Restricted Subsidiary, and
liabilities that are by their terms subordinated to the Notes or any Guarantee)
that are assumed by the transferee of any such assets pursuant to a customary
novation agreement that releases the Parent, the Company or such Restricted
Subsidiary from further liability, shall be deemed to be cash for purposes of
this provision.

            (b) Within 180 days after the receipt of any Net Proceeds from an
Asset Sale, the Parent, the Company or any such Restricted Subsidiary may apply
such Net Proceeds to (i) permanently repay the principal of any secured
Indebtedness (to the extent of the fair value of the assets securing such
Indebtedness, as determined by the Board of Directors of the Parent), or (ii)
acquire assets used in the Parent's, the Company's or the Restricted
Subsidiaries' principal business. Any Net Proceeds that are applied to the
acquisition of such assets pursuant to any binding agreement shall be deemed to
have been applied for such purpose within such 180-day period so long as they
are so applied within one year after the date of receipt of such Net Proceeds.
Pending the final application of any such Net Proceeds, the Parent, the Company
or any such Restricted Subsidiary may temporarily invest such Net Proceeds in
any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset
Sales that are not applied as provided in clause (i) or (ii) above will be
deemed to constitute "Excess Proceeds."

            (c) Within 30 days following the date on which the aggregate amount
of Excess Proceeds exceeds $10.0 million, the Company shall make an Offer to
Purchase (an "Asset Sale Offer") to all holders of the Notes to purchase the
maximum principal amount of Notes that may be purchased out of the Excess
Proceeds. The offer price in any Asset Sale Offer will be equal to 101% of the
principal amount thereof, plus accrued and unpaid interest, to the date of
purchase and payable in cash, in accordance with the procedures set forth in
this Indenture for an Offer to Purchase. To the extent that the aggregate
principal amount of Notes tendered pursuant to an Asset Sale Offer is less than
the amount that the Company is required to repurchase, the Company may use any
remaining Excess Proceeds for purposes not otherwise prohibited by this
Indenture. If the aggregate principal amount of Notes surrendered by holders
thereof exceeds the amount that the Company is required to repurchase, the
trustee shall select the Notes 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.

            4.07. Limitation on Transactions with Affiliates. (a) The Parent
will not, and will not permit any of its Restricted Subsidiaries to, and the
Company will not, and will not permit any of its Restricted Subsidiaries to,
make any payment to, or sell, lease, transfer or otherwise dispose of any of its
properties or assets to, or purchase any property or assets from, or enter into
or make or amend any transaction, contract, agreement, understanding, loan,
advance or guarantee with, or for the benefit of, any Affiliate (each of the
foregoing, an "Affiliate Transaction"), unless:

                                      -41-

<PAGE>

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

                  (ii) the Company delivers to the trustee:

                  (A) with respect to any Affiliate Transaction or series of
            related Affiliate Transactions involving aggregate consideration in
            excess of $1.0 million, a Board Resolution of the Parent certifying
            that such Affiliate Transaction complies with clause (i) above and
            that such Affiliate Transaction has been approved by a majority of
            the Disinterested Directors; and

                  (B) with respect to any Affiliate Transaction or series of
            related Affiliate Transactions involving aggregate consideration in
            excess of $10.0 million, a favorable opinion as to the fairness to
            the Parent, the Company or the relevant Subsidiary of such Affiliate
            Transaction from a financial point of view issued by an accounting,
            appraisal or investment banking firm that is, in the judgment of the
            Board of Directors of the Parent, qualified to render such opinion
            and is independent with respect to the Parent, the Company and the
            Restricted Subsidiaries.

            (b) Notwithstanding the preceding, the following shall not be deemed
to be Affiliate Transactions:

                  (i) any employment agreement or other employee compensation
            plan or arrangement entered into by the Parent, the Company or any
            of the Restricted Subsidiaries and approved by a majority of the
            Disinterested Directors of Parent;

                  (ii) transactions between or among the Parent, the Company and
            the Wholly Owned Restricted Subsidiaries;

                  (iii) Permitted Investments and Restricted Payments that are
            permitted by the provisions of this Indenture;

                  (iv) indemnities of officers, directors and employees of the
            Parent, the Company or any Restricted Subsidiary permitted by its
            charter, by-laws or statutory provisions; and

                  (v) the payment of reasonable and customary regular fees to
            directors of the Parent, the Company or any of the Restricted
            Subsidiaries.

            4.08. Repurchase of Notes at the Option of the Holder Upon a Change
of Control.

                                      -42-

<PAGE>

                  (a) Within 30 days following any Change of Control, the
Company shall make an Offer to Purchase (a "Change of Control Offer") all or any
part (equal to $100 or an integral multiple thereof) of each Holder's Notes at a
purchase price in cash equal to 101% of the principal amount thereof plus
accrued and unpaid interest thereon, if any, to the date of repurchase (subject
to the right of Holders of record on the relevant record date to receive
interest due on the relevant interest payment date) in accordance with the
procedures set forth in this Indenture for an Offer to Purchase.

                  (b) Notwithstanding the foregoing provisions of Section
4.08(a), the Company will not be required to make a Change of Control Offer upon
a Change of Control if (i) a third party makes the Change of Control Offer in
the manner, at the times and otherwise in compliance with the requirements set
forth in Section 4.08(a) applicable to a Change of Control Offer made by the
Company and purchases all Notes validly tendered and not withdrawn under such
Change of Control Offer or (ii) the Company has exercised its right to redeem
all of the Notes under paragraph 5 of the Notes.

                  4.09. Compliance Certificate. The Company and the Parent shall
each deliver to the Trustee within 90 days after the end of each fiscal year of
the Company an Officer's Certificate stating that in the course of the
performance by the signers of their duties as Officers of the Company or the
Parent they would normally have knowledge of any Default and whether or not the
signers know of any Default that occurred during such period. If they do, the
certificate shall describe the Default, its status and what action the Company
or the Parent is taking or propose to take with respect thereto. The Company
also shall comply with Section 314(a)(4) of the TIA.

                  4.10. Limitation on Issuances of Guarantees by Restricted
Subsidiaries. Neither the Parent nor the Company will permit any Restricted
Subsidiary, directly or indirectly, to guarantee any Indebtedness of the Company
or that of any Guarantor ("Guaranteed Indebtedness"), unless such Restricted
Subsidiary waives, and will not in any manner whatsoever claim or take the
benefit or advantage of, any rights of reimbursement, indemnity or subrogation
or any other rights against the Parent, the Company or any other Restricted
Subsidiary as a result of any payment by such Restricted Subsidiary under its
Guarantee; provided that this paragraph shall not be applicable to any guarantee
of any Restricted Subsidiary that existed at the time such Person became a
Restricted Subsidiary and was not Incurred in connection with, or in
contemplation of, such Person becoming a Restricted Subsidiary. If the
Guaranteed Indebtedness is pari passu with the Notes or any Guaranty, then the
guarantee of such Guaranteed Indebtedness shall be pari passu with, or
subordinated to, the Guarantee. If the Guaranteed Indebtedness is subordinated
to the Notes or any Guaranty, then the guarantee of such Guaranteed Indebtedness
shall be subordinated to the Guarantee at least to the extent that the
Guaranteed Indebtedness is subordinated to the Notes.

                  4.11. Additional Guarantees and Liens.

                  (a) The Parent and the Company shall cause any entity that
becomes a Restricted Subsidiary after the Closing Date, within 10 Business Days
after such entity becomes a Restricted Subsidiary, to (i) execute a Guarantee of
the obligations of the Company under the Notes by executing and delivering a
Supplemental Indenture substantially in the form set forth in

                                      -43-

<PAGE>

Exhibit B hereto, and (ii) execute any and all further Security Documents,
financing statements, agreements and instruments, upon substantially the same
terms as the Security Documents and in a form reasonably satisfactory to the
Trustee, that grants the Collateral Agent a first-priority Lien upon the
personal property and owned real property of such Restricted Subsidiary for the
benefit of the Holders, subject to Permitted Liens and the exceptions and
limitations set forth in the Security Documents, and take all such actions
(including the filing and recording of financing statements, fixture filings,
Mortgages and other documents) that may be required under any applicable law, or
which the Trustee or Collateral Agent may reasonably request to create such
first-priority Lien (subject to Permitted Liens and the exceptions and
limitations set forth in the Security Documents), all at the expense of the
Company, including all reasonable fees and expenses of counsel incurred by the
Trustee in connection therewith and (iii) deliver to the Trustee an Opinion of
Counsel, reasonably satisfactory to the Trustee, that such Guarantee and any
such Security Documents, as the case may be, are valid, binding and enforceable
obligations of such Subsidiary, subject to customary exceptions for bankruptcy,
fraudulent conveyance and equitable principles.

                  (b) The Parent and the Company shall, with respect to each
parcel of real property owned by the Company or any Guarantor, deliver to the
Collateral Agent, for the benefit of or addressed to the Trustee or the
Collateral Agent, as applicable, subject to Permitted Liens, the following:

                        (i) a fully executed, acknowledged, and recorded
                  Mortgage that secures the Notes, the Guarantees and any other
                  Obligations on a first-priority basis;

                        (ii) an opinion of local counsel reasonably acceptable
                  to the Collateral Agent, and the Trustee;

                        (iii) a fully-paid title insurance policy with no
                  exceptions other than Permitted Liens;

                        (iv) the most recent survey of each property together
                  with either (i) an updated survey certification from the
                  applicable surveyor stating that, based on a visual inspection
                  of the property and the knowledge of the surveyor, there has
                  been no change in the facts depicted in the survey or (ii) an
                  affidavit from the Company stating that there has been no
                  change, other than, in each case, changes reasonably
                  acceptable to the Collateral Agent, in the facts depicted in
                  the survey; and

                        (v) such other related deliveries and deliverables as
                  the Collateral Agent or the Trustee shall reasonably require.

                  The Company shall provide each of the foregoing described in
clauses (b)(i) through (b)(v) above at its own expense and shall pay all
reasonable fees and expenses of counsel incurred by the Trustee and the
Collateral Agent in connection with each of the foregoing.

                                      -44-

<PAGE>

                  4.12. Maintenance of Properties; Insurance. Subject to Article
V, the Parent and the Company shall, so long as any Notes are outstanding,
maintain or cause to be maintained in good repair, working order and condition
all material properties used or useful in the business of the Parent, the
Company and the Restricted Subsidiaries, subject to reasonable wear and tear,
and from time to time will make or cause to be made all appropriate repairs,
renewals and replacements thereof; provided, however, that nothing in this
Section 4.12 shall prevent the Parent, the Company or any Restricted Subsidiary
from discontinuing the use, operation or maintenance of any of such properties,
or disposing of them, if such discontinuance or disposal is desirable in the
conduct of the business of the Parent, the Company or any of the Restricted
Subsidiaries. The Parent and the Company will maintain or cause to be
maintained, with financially sound and reputable insurers, insurance with
respect to their properties and business and the properties and business of the
Restricted Subsidiaries against loss or damage of the kinds customarily insured
against by entities of established reputation engaged in the same or similar
businesses and similarly situated, of such types and in such amounts as are
customarily carried under similar circumstances by such other entities and shall
deliver to the Trustee no less often than once in each calendar year a certified
report from an independent insurance agent evidence of such insurance.

                  4.13. Taxes and Claims. The Parent and the Company shall pay,
and cause each of the Restricted Subsidiaries to pay, all material taxes,
assessments and other governmental charges imposed upon them or any of their
properties or assets or in respect of any of their franchises, business, income
or property before the same shall become delinquent, and all lawful claims
(including, without limitation, claims for labor, services, materials and
supplies) for sums which have become due and payable and which by law have or
may become a lien upon any of its properties or assets, prior to the time when
any penalty or fine shall be incurred with respect thereto; provided, however,
that no such tax, assessment, charge or claim need be paid if being contested in
good faith by appropriate proceedings promptly instituted and diligently
conducted and if such reserve or other appropriate provision, if any, as shall
be required in conformity with GAAP shall have been made therefor.

                  4.14. Limitation on Liens. The Parent will not, and will not
permit any Restricted Subsidiary to, and the Company will not, and will not
permit any Restricted Subsidiary to, create, incur, assume or suffer to exist
any Lien on any of the assets or properties of the Parent, the Company or any
Restricted Subsidiary of any character, other than Permitted Liens.

                  4.15. Sale/Leaseback Transactions. (a) The Parent will not,
and will not permit any Restricted Subsidiary to, and the Company will not, and
will not permit any Restricted Subsidiary to, enter into any Sale/Leaseback
Transaction involving any assets or properties of the Parent, the Company or any
Restricted Subsidiary; provided that the Parent, the Company or any of the
Restricted Subsidiaries may enter into a Sale/Leaseback Transaction if:

                        (i) The Parent, the Company or the Restricted
                  Subsidiary, as applicable, could have (a) Incurred
                  Indebtedness in an amount equal to the Attributable Debt
                  relating to such Sale/Leaseback Transaction under Section
                  4.03(a) or (b) and (b) incurred a Lien to secure such
                  Indebtedness pursuant to Section 4.14;

                                      -45-

<PAGE>

                        (ii) the gross cash proceeds of that Sale/Leaseback
                  Transaction are at least equal to the fair market value, as
                  determined in good faith by the Board of Directors of the
                  Parent and set forth in an Officer's Certificate delivered to
                  the Trustee, of the property that is subject of such
                  Sale/Leaseback Transaction; and

                        (iii) the transfer of assets in that Sale/Leaseback
                  Transaction is permitted by, and the Parent, the Company or
                  the Restricted Subsidiary, as the case may be, applies the
                  proceeds of such transactions in compliance with Section 4.06.

                  (b) The foregoing restriction shall not apply to any
Sale/Leaseback Transaction if (i) the lease secures tower assets or tower
equipment, and (ii) such Sale/Leaseback Transaction is made in compliance with
Section 4.06; provided that the aggregate Net Proceeds in excess of $10.0
million from all such tower Sale/Leaseback Transactions shall be deemed Excess
Proceeds for the purposes of Section 4.06.

                  4.16. Compliance with Laws, Etc. The Parent and the Company
shall, so long as any Notes are outstanding, and shall cause each of their
Subsidiaries to, comply with the requirements of all applicable laws, rules,
regulations and orders of any governmental authority, including, without
limitation, all environmental laws, rules, regulations and orders, except for
such non-compliances as are not in the aggregate reasonably likely to have a
material adverse effect on the financial condition or results of operations of
the Parent, the Company and the Restricted Subsidiaries taken as a whole.

                  4.17. Corporate Existence. Subject to Article V, the Parent
and the Company shall do or cause to be done all things necessary to preserve
and keep in full force and effect (i) their corporate existence and the
corporate, partnership or other existence, as the case may be, of each of the
Restricted Subsidiaries, in accordance with the respective organizational
documents (as the same may be amended from time to time) of each of the Parent,
the Company and any such Restricted Subsidiary and (ii) the rights (charter and
statutory), licenses and franchises of each of the Parent, the Company and the
Restricted Subsidiaries; provided, however, that the Parent and the Company
shall not be required to preserve any such right, license or franchise, or the
corporate, partnership or other existence of any of the Restricted Subsidiaries
if the Board of Directors of the Parent shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Parent, the
Company and the Restricted Subsidiaries, taken as a whole, and that the loss
thereof is not adverse in any material respect to the Holders of the Notes.

                  4.18. Impairment of Rights. The Parent and the Company agree,
on their behalf and on behalf of each of the Restricted Subsidiaries, that the
Parent, the Company and the Restricted Subsidiaries shall not, directly or
indirectly, (a) subject to applicable law, create or permit to exist or become
effective any restriction of any kind on the ability of the Parent, the Company
or any of the Restricted Subsidiaries, as applicable, to vote the Capital Stock
held by the Parent, the Company or such Restricted Subsidiary in any of the
Restricted Subsidiaries to amend such Restricted Subsidiary's organizational
documents or remove or replace any member of such Restricted Subsidiary's Board
of Directors or (b) in any way impair the security interest granted pursuant to
the Security Documents or the ability of the Trustee, the Collateral Agent or

                                      -46-

<PAGE>

the Holders to exercise their rights and remedies under this Indenture, the
Notes, the Guarantees or the Security Documents.

                  4.19. Interests in Non-Owned Real Property; Cell Tower Leases.
Notwithstanding any other provision of this Indenture, none of the Company or
any Guarantor shall obtain, possess, hold, acquire or otherwise maintain any
interest in real property (including but not limited to leasehold interests in
cell towers), other than fee ownership interests in real property, unless all of
the Capital Stock of such entity is pledged as security for the Notes pursuant
to the Pledge Agreement.

                  4.20. Further Assurances. The Parent shall and shall cause its
Restricted Subsidiaries to, and the Company shall and shall cause its Restricted
Subsidiaries to, execute, acknowledge, deliver, record, re-record, file,
re-file, register and re-register, as applicable, any and all such further acts,
deeds, conveyances, security agreements, mortgages, assignments, estoppel
certificates, financing statements and continuations thereof, termination
statements, notices of assignment, transfers, certificates, assurances and other
instruments as may be required under applicable law from time to time in order
to:

                  (a) carry out more effectively the purposes of this Indenture,
the Notes, and the Security Documents;

                  (b) subject to the Liens created by any of the Security
Documents any of the properties, rights or interests required to be encumbered
thereby, subject only to Permitted Liens;

                  (c) perfect and maintain the validity, effectiveness and
priority of any of the Security Documents and the Liens intended to be created
thereby; and

                  (d) better assure, convey, grant, assign, transfer, preserve,
protect and confirm to the Collateral Agent or the Trustee any of the rights
granted now or hereafter intended by the parties thereto to be granted to the
Collateral Agent or the Trustee under any other instrument executed in
connection with the Indenture Documents.

                                   ARTICLE V

                                SUCCESSOR COMPANY

                  5.01. When Parent, Company and Guarantors May Merge or
Transfer Assets. (a) The Parent will not consolidate with, merge with or into,
or sell, convey, transfer, lease or otherwise dispose of all or substantially
all of its property and assets (as an entirety or substantially an entirety in
one transaction or a series of related transactions) to, any Person (other than
the Company or a Restricted Subsidiary) or permit any Person (other than the
Company or a Restricted Subsidiary) to merge with or into the Parent unless:

                        (i) the Parent shall be the surviving or continuing
                  Person, or the Person (if other than the Parent) formed by
                  such consolidation or into which the Parent is merged or that
                  acquired or leased such property and assets of the Parent
                  shall be a corporation organized and validly existing under
                  the laws of the United States of America or any jurisdiction
                  thereof and shall expressly assume, by a

                                      -47-

<PAGE>

                  supplemental indenture, executed and delivered to the Trustee,
                  all of the obligations of the Parent under the Guarantee;

                        (ii) immediately after giving effect to such transaction
                  on a pro forma basis, no Default or Event of Default shall
                  have occurred and be continuing;

                        (iii) immediately after giving effect to such
                  transaction on a pro forma basis the Parent, or any Person
                  becoming the successor obligor, as the case may be, shall show
                  an improvement in the Leverage Ratios as set forth under
                  Section 4.03(a);

                        (iv) if the Parent is not the surviving or continuing
                  Person, each Guarantor shall have delivered a written
                  instrument in form satisfactory to the Trustee confirming its
                  Guarantee; and

                        (v) the Company delivers to the Trustee an Officer's
                  Certificate (attaching the arithmetic computations to
                  demonstrate compliance with clause (iii)) and an Opinion of
                  Counsel, in each case stating that such consolidation, merger
                  or transfer and such supplemental indenture, if any, complies
                  with this provision and that all conditions precedent provided
                  for herein relating to such transaction have been complied
                  with;

                  provided, however, that clause (iii) above shall not apply if,
                  in the good faith determination of the Board of Directors of
                  the Parent, whose determination shall be evidenced by a Board
                  Resolution, the sole purpose of such transaction is to change
                  the state of incorporation of the Parent.

                  (b) The Company will not consolidate with, merge with or into,
or sell, convey, transfer, lease or otherwise dispose of all or substantially
all of its property and assets (as an entirety or substantially an entirety in
one transaction or a series of related transactions) to, any Person (other than
the Parent or a Restricted Subsidiary) or permit any Person (other than the
Parent or a Restricted Subsidiary) to merge with or into the Company unless:

                        (i) the Company shall be the surviving or continuing
                  Person, or the Person (if other than the Company) formed by
                  such consolidation or into which the Company is merged or that
                  acquired or leased such property and assets of the Company
                  shall be a corporation organized and validly existing under
                  the laws of the United States of America or any jurisdiction
                  thereof and shall expressly assume, by a supplemental
                  indenture, executed and delivered to the Trustee, all of the
                  obligations of the Company on all of the Notes and under this
                  Indenture;

                        (ii) immediately after giving effect to such transaction
                  on a pro forma basis, no Default or Event of Default shall
                  have occurred and be continuing;

                        (iii) immediately after giving effect to such
                  transaction on a pro forma basis the Company, or any Person
                  becoming the successor obligor of the Notes, as the case may
                  be, shall show an improvement in the Leverage Ratios as set
                  forth under Section 4.03(a);

                                      -48-

<PAGE>

                        (iv) if the Company is not the surviving or continuing
                  Person, each Guarantor shall have delivered a written
                  instrument in form satisfactory to the Trustee confirming its
                  Guarantee; and

                        (v) the Company delivers to the Trustee an Officer's
                  Certificate (attaching the arithmetic computations to
                  demonstrate compliance with clause (iii)) and an Opinion of
                  Counsel, in each case stating that such consolidation, merger
                  or transfer and such supplemental indenture, if any, complies
                  with this provision and that all conditions precedent provided
                  for herein relating to such transaction have been complied
                  with; provided, however, that clause (iii) above shall not
                  apply if, in the good faith determination of the Board of
                  Directors of the Parent, whose determination shall be
                  evidenced by a Board Resolution, the sole purpose of such
                  transaction is to change the state of incorporation of the
                  Company.

                  (c) The Company will not permit any Guarantor (other than any
Guarantor whose Guarantee is to be released in accordance with the terms of the
Guarantee and this Indenture in connection with any transaction complying with
the provisions of Section 4.06, or the Parent (transactions with respect to the
Parent being governed by Section 5.01(a))) to, in a single transaction or a
series of related transactions, (x) consolidate with or merge with or into any
other Person (other than the Parent, the Company or a Guarantor which is a
Wholly Owned Restricted Subsidiary) or (y) directly or indirectly, transfer,
sell, lease or otherwise dispose of all or substantially all of its assets,
unless:

                        (i) the Guarantor shall be the surviving or continuing
                  Person, or the Person (if other than the Guarantor) formed by
                  such consolidation or into which the Guarantor is merged or
                  that acquired or leased such property and assets of the
                  Guarantor shall be organized under the laws of the United
                  States of America or any jurisdiction thereof and shall
                  expressly assume, by a supplemental indenture, executed and
                  delivered to the Trustee, all of the Guarantor's obligations
                  under this Indenture;

                        (ii) immediately after giving effect to such transaction
                  on a pro forma basis, no Default or Event of Default shall
                  have occurred and be continuing;

                        (iii) immediately after giving effect to such
                  transaction on a pro forma basis, the Company or any Person
                  becoming a successor obligor on the Notes, as the case may be,
                  shall show an improvement in the Leverage Ratios under Section
                  4.03(a); and

                        (iv) the Company shall have delivered to the Trustee an
                  Officer's Certificate (attaching the arithmetic computations
                  to demonstrate compliance with clause (iii)) and an Opinion of
                  Counsel, in each case stating that such consolidation, merger
                  or transfer and such supplemental indenture, if any, complies
                  with this provision and that all conditions precedent provided
                  for herein relating to such transaction have been complied
                  with.

                                      -49-

<PAGE>

                                   ARTICLE VI

                         EVENTS OF DEFAULTS AND REMEDIES

                  6.01. Events of Default. An "Event of Default" occurs if:

                  (a) the Company or any Guarantor (i) defaults in the payment
of the principal of (or premium, if any, on) any Note when the same becomes due
and payable at its Stated Maturity, upon required redemption or repurchase, upon
declaration or otherwise, or (ii) fails to redeem or purchase Notes when
required pursuant to this Indenture or the Notes;

                  (b) the Company or any Guarantor defaults in any payment of
interest on any Note and such default continues for a period of 30 days;

                  (c) the Company or any Guarantor fails to comply with Section
5.01 or fails to make or consummate an Offer to Purchase in accordance with
Section 4.06 or 4.08;

                  (d) the Company or any Guarantor fails to comply with any of
its agreements in the Notes or this Indenture, any Guarantee or any Security
Document (other than those referred to in (a), (b) or (c) above) and such
failure continues for 30 days after the notice specified below;

                  (e) there occurs with respect to any issue or issues of
Indebtedness of the Parent, the Company or any of the Restricted Subsidiaries
having an outstanding principal amount of $10.0 million or more in the aggregate
for all such issues of all such Persons, whether such Indebtedness now exists or
shall hereafter be created, (1) an event of default that entitles the holder
thereof to declare such Indebtedness to be due and payable prior to its Stated
Maturity and/or (2) a default in any payment when due at final maturity of any
such Indebtedness;

                  (f) any final judgment or order (not covered by insurance) for
the payment of money in excess of $10.0 million in the aggregate for all such
final judgments or orders against all such Persons (treating any deductibles,
self-insurance or retention as not so covered) shall be rendered against the
Parent, the Company or any of the Restricted Subsidiaries and shall not be paid
or discharged, and there shall be any period of 30 consecutive days following
entry of the final judgment or order that causes the aggregate amount for all
such final judgments or orders outstanding and not paid or discharged against
all such Persons to exceed $10.0 million during which a stay of enforcement of
such final judgment or order, by reason of a pending appeal or otherwise, shall
not be in effect;

                  (g) a court having jurisdiction in the premises enters a
decree or order for (1) relief in respect of the Parent, the Company or any of
the Restricted Subsidiaries in an involuntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, (2)
appointment of a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of the Parent, the Company or any of the
Restricted Subsidiaries or for all or substantially all of the property and
assets of the Parent, the Company or any of the Restricted Subsidiaries or (3)
the winding up or liquidation of the affairs of the Parent, the Company or any
of the Restricted Subsidiaries and, in each case, such decree or order shall
remain unstayed and in effect for a period of 30 consecutive days;

                                      -50-

<PAGE>

                  (h) the Parent, the Company or any Restricted Subsidiary (1)
commences a voluntary case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect, or consents to the entry of an order for
relief in an involuntary case under any such law, (2) consents to the
appointment of or taking possession by a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official of the Parent, the Company
or any of the Restricted Subsidiaries or for all or substantially all of the
property and assets of the Parent, the Company or any of the Restricted
Subsidiaries or (3) effects any general assignment for the benefit of creditors;

                  (i) any Security Document shall cease to be in full force and
effect or enforceable in accordance with its terms, other than in accordance
with its terms;

                  (j) except upon the release of any Guarantee in accordance
with this Indenture, (1) any Guarantee ceases to be in full force and effect or
is declared null and void or (2) any Guarantor denies that it has any further
liability under the Guarantee or gives notice to that effect; or

                  (k) there shall have occurred any loss, suspension, revocation
or non-renewal of the wireless licenses of the Parent, the Company and those of
the Restricted Subsidiaries covering 50% or more of the total potential
customers covered by all of the wireless licenses of the Parent, the Company and
those of the Restricted Subsidiaries.

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

                  A Default under clause (d) above is not an Event of Default
until the Trustee notifies the Company or the Holders of at least 25% in
principal amount of the outstanding Notes notify the Company and the Trustee of
the Default and the Company or the relevant Guarantor, as applicable, do not
cure such Default within the time specified after receipt of such notice. Such
notice must specify the Default, demand that it be remedied and state that such
notice is a "Notice of Default".

                  The Company shall deliver to the Trustee, within 30 days after
the occurrence thereof, written notice in the form of an Officer's Certificate
of any event which with the giving of notice or the lapse of time would become
an Event of Default under this Section 6.01, its status and what action the
Company is taking or proposes to take with respect thereto.

                  6.02. Acceleration. If an Event of Default (other than an
Event of Default specified in Section 6.01(g) or (h) with respect to the
Company) occurs and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of the Notes then outstanding, by written notice to
the Company (and to the Trustee if such notice is given by the Holders), may,
and the Trustee at the request of such Holders shall, declare the principal of
all outstanding Notes, together with premium, if any, and all accrued and unpaid
interest thereon, to be immediately due and payable. Upon a declaration of
acceleration, such principal of, premium, if any, and accrued interest shall be
immediately due and payable. In the event of a declaration of

                                      -51-

<PAGE>

acceleration because an Event of Default specified in Section 6.01(e) has
occurred and is continuing, such declaration of acceleration shall be
automatically rescinded and annulled if the event of default triggering such
Event of Default pursuant to Section 6.01(e) shall be remedied or cured by the
Company or the relevant Subsidiary or waived by the Holders of the relevant
Indebtedness within 30 days after the occurrence thereof. If an Event of Default
specified in Section 6.01(g) or (h) above occurs with respect to the Parent or
the Company, the principal of, premium, if any, and accrued interest on the
Notes then outstanding shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder. At any time after declaration of acceleration, but before a judgment or
decree for the payment of the money due has been obtained by the Trustee, the
Holders of at least a majority in principal amount of the outstanding Notes by
written notice to the Company and to the Trustee, may waive all past defaults
and rescind and annul a declaration of acceleration and its consequences if (i)
all existing Events of Default, other than the nonpayment of the principal of,
premium, if any, and interest on the Notes that have become due solely by such
declaration of acceleration, have been cured or waived and (ii) the rescission
would not conflict with any judgment or decree of a court of competent
jurisdiction. No such rescission shall affect any subsequent Default or impair
any right consequent thereto.

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

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

                  6.04. Waiver of Past Defaults. The Holders of a majority in
principal amount of the Notes by notice to the Trustee may waive on behalf of
the Holders of all of the Notes an existing Default and its consequences except
(a) a Default in the payment of the principal of, premium, if any, or interest
on a Note, (b) a Default arising from the failure to redeem or purchase any Note
when required pursuant to the terms of this Indenture or (c) a Default in
respect of a provision that under Section 9.02 cannot be amended without the
consent of each Holder affected. When a Default is waived, it is deemed cured,
but no such waiver shall extend to any subsequent or other Default or impair any
consequent right.

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

                                      -52-

<PAGE>

                  6.06. Limitation on Suits. (a) Except to enforce the right to
receive payment of principal, premium (if any) or interest when due, no Holder
may pursue any remedy with respect to this Indenture or the Notes unless:

                        (i) the Holder gives to the Trustee written notice
                  stating that an Event of Default is continuing;

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

                        (iii) such Holder or Holders offer to the Trustee
                  reasonable security or indemnity against any costs, liability
                  or expense;

                        (iv) the Trustee does not comply with the request within
                  60 days after receipt of the request and the offer of security
                  or indemnity; and

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

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

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

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

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

                                      -53-

<PAGE>

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

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

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

                  THIRD: to the Company.

                  The Trustee may fix a record date and payment date for any
payment to Holders pursuant to this Section 6.10. At least 15 days before such
record date, the Trustee shall mail to each Holder and the Company a notice that
states the record date, the payment date and amount to be paid.

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

                  6.12. Waiver of Stay, Extension or Usury Laws. Neither the
Company nor any Guarantor (to the extent it may lawfully do so) shall at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay, extension or usury 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 and each Guarantor (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of
any such law, and shall not hinder, delay or impede the execution of any power
herein granted to the Trustee, but shall suffer and permit the execution of
every such power as though no such law had been enacted.

                                   ARTICLE VII

                                     TRUSTEE

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

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

                                      -54-

<PAGE>

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

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

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

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

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

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

                        (iv) No provision of this Indenture shall require the
                  Trustee to expend or risk its own funds or otherwise incur
                  financial liability in the performance of any of its duties
                  hereunder or in the exercise of any of its rights or powers,
                  if it shall have reasonable grounds to believe that repayment
                  of such funds or adequate indemnity against such risk or
                  liability is not reasonably assured to it.

                  (d) Every provision of this Indenture that in any way relates
to the Trustee is subject to Sections 7.01(a), (b) and (c).

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

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

                  (g) 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 7.01 and to the provisions of the TIA.

                  7.02. Rights of Trustee. (a) The Trustee may rely on any
document believed by it to be genuine and to have been signed or presented by
the proper person. The Trustee need not investigate any fact or matter stated in
the document.

                                      -55-

<PAGE>

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

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

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

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

                  (f) The Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond,
debenture, note or other paper or document unless requested in writing to do so
by the Holders of not less than a majority in principal amount of the Notes at
the time outstanding, but the Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit, and, if
the Trustee shall determine (in good faith in furtherance of its rights and
powers expressly set forth in this Indenture) to make such further inquiry or
investigation, it shall be entitled upon written notice to examine the books,
records and premises of the Company, personally or by agent or attorney, during
regular business hours and subject to a customary confidentiality agreement
between the Company and the Trustee and its agent and attorney.

                  7.03. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may otherwise deal with the Company or its Affiliates with the same rights it
would have if it were not Trustee. However, in the event that the Trustee
acquires any conflicting interest it must eliminate such conflict within 90
days, apply to the Commission for permission to continue as trustee or resign.
Any Paying Agent, Registrar or co-paying agent may do the same with like rights.
However, the Trustee must comply with Sections 7.10 and 7.11.

                  7.04. Trustee's Disclaimer. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture, any Guarantee or the Notes, including the validity,
effectiveness or perfection of the security interests in the Collateral granted
pursuant to Article 10 hereof, it shall not be accountable for the Company's use
of the proceeds from the Notes, and it shall not be responsible for any
statement of the Company or any Guarantor in this Indenture or in any document
issued in connection with the sale of the Notes or in the Notes other than the
Trustee's certificate of authentication. The Trustee shall not be charged with
knowledge of any Default or Event of Default under Sections 6.01(c), (d), (e),
(f), (i), (j) or (k) unless either (a) a Trust Officer shall have actual
knowledge thereof or (b) the

                                      -56-

<PAGE>

Trustee shall have received notice thereof in accordance with Section 12.02 from
the Company, any Guarantor or any Holder.

                  7.05. Notice of Defaults. If a Default occurs and is
continuing and if it is known to the Trustee, the Trustee shall mail to each
Holder notice of the Default within 90 days after it occurs, provided that in
the event that the Trustee first becomes aware of a Default after 90 days
subsequent to its occurrence, the Trustee shall mail to each Holder notice of
the Default as soon thereafter as practicable. Except in the case of a Default
in payment of principal of, premium, if any, or interest on any Note (including
payments pursuant to the redemption provisions of such Note, if any), the
Trustee may withhold the notice if and so long as a committee of its Trust
Officers in good faith determines that withholding the notice is in the
interests of Holders.

                  7.06. Reports by Trustee to Holders. Within 60 days after each
May 15 beginning with May 15, 2004, the Trustee shall mail to each Holder a
brief report dated as of such May 15 that complies with Section 313(a) of the
TIA (but if no event described in Section 313(a) of the TIA has occurred within
the 12 months preceding the reporting date, no report need be transmitted). The
Trustee shall also comply with Section 313(b) of the TIA. The Trustee will also
transmit by mail all reports required by Section 313(c) of the TIA.

                  A copy of each report at the time of its mailing to Holders
shall be mailed by the Trustee to the Company and shall be filed with the
Commission and each stock exchange (if any) on which the Notes are listed in
accordance with Section 313(d) of the TIA. The Company agrees to notify promptly
the Trustee whenever the Notes become listed on any stock exchange and of any
delisting thereof.

                  7.07. Compensation and Indemnity. The Company shall pay to the
Trustee from time to time reasonable compensation for its services hereunder as
the Company and the Trustee shall from time to time agree in writing. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee upon
request for all reasonable out-of-pocket expenses incurred or made by it,
including costs of collection, in addition to the compensation for its services.
Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Trustee's agents, counsel, accountants and
experts. The Company and each Guarantor, jointly and severally shall indemnify
the Trustee against any and all loss, liability or expense (including reasonable
attorneys' fees) incurred by or in connection with the administration of this
trust and the performance of its duties hereunder. The Trustee shall notify the
Company of any claim for which it may seek indemnity promptly upon obtaining
actual knowledge thereof; provided, however, that any failure so to notify the
Company shall not relieve the Company or any Guarantor of its indemnity
obligations hereunder. The Company shall defend the claim and the Trustee shall
provide reasonable cooperation at the Company's expense in the defense. The
Trustee may have separate counsel and the Company and the Guarantors, as
applicable, shall pay the reasonable fees and expenses of such counsel;
provided, however, that the Company and the Guarantors shall not be required to
pay such fees and expenses if they assume the Trustee's defense and, in the
reasonable judgment of the Trustee's outside counsel, there is no conflict of
interest between the Company and the Guarantors, on the one hand, and the
Trustee, on the other hand, in connection with such defense. The Company need
not reimburse any expense or

                                      -57-

<PAGE>

indemnify against any loss, liability or expense incurred by the Trustee through
its own willful misconduct, negligence or bad faith.

                  To secure the Company's payment obligations in this Section
7.07, the Trustee shall have a lien prior to the Notes on all money or property
held or collected by the Trustee, provided that such lien shall not apply to
money or property held in trust to pay principal of, premium, if any, and
interest on particular Notes on a non pro rata basis.

                  The Company's payment obligations pursuant to this Section
7.07 shall survive the satisfaction or discharge of this Indenture, any
rejection or termination of this Indenture under any bankruptcy law or the
resignation or removal of the Trustee. Without prejudice to any other rights
available to the Trustee under applicable law, when the Trustee incurs expenses
after the occurrence of a Default specified in Section 6.01(g) or (h) with
respect to the Company, the expenses are intended to constitute expenses of
administration under any bankruptcy law.

                  7.08. Replacement of Trustee. (a) The Trustee may resign at
any time by so notifying the Company. The Holders of a majority in principal
amount of the Notes may remove the Trustee by so notifying the Trustee and may
appoint a successor Trustee. The Company shall remove the Trustee if:

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

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

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

                        (iv) the Trustee otherwise becomes incapable of acting.

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

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

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

                                      -58-

<PAGE>

                  (e) If the Trustee fails to comply with Section 7.10, unless
the Trustee's duty to resign is stayed as provided in TIA Section 310(b), any
Holder who has been a bona fide holder of a Note for at least six months may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

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

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

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

                  7.10. Eligibility; Disqualification. The Trustee shall at all
times satisfy the requirements of TIA Section 310(a). The Trustee shall have a
combined capital and surplus of at least $100,000,000 as set forth in its most
recent published annual report of condition. The Trustee shall comply with TIA
Section 310(b), subject to its right to apply for a stay of its duty to resign
under the penultimate paragraph of TIA Section 310(b); provided, however, that
there shall be excluded from the operation of TIA Section 310(b)(1) any
indenture or indentures under which other securities or certificates of interest
or participation in other securities of the Company are outstanding if the
requirements for such exclusion set forth in TIA Section 310(b)(1) are met.

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

                                  ARTICLE VIII

                       DISCHARGE OF INDENTURE; DEFEASANCE

                  8.01. Discharge of Liability on Notes; Defeasance. (a) Subject
to Section 8.01(c), when (i) all outstanding Notes (other than Notes replaced or
paid pursuant to Section 2.07) have been canceled or delivered to the Trustee
for cancellation or (ii) all outstanding Notes not previously delivered for
cancellation have become due and payable at maturity or, as a result

                                      -59-

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of the mailing of a notice of redemption pursuant to Article III, have become or
will become due and payable on the redemption date specified in such notice of
redemption, and the Company irrevocably deposits with the Trustee funds in an
amount sufficient or U.S. Government Obligations, the principal of and interest
on which will be sufficient, or a combination thereof sufficient, in the written
opinion of a nationally recognized firm of independent public accountants
delivered to the Trustee (which delivery shall only be required if U.S.
Government Obligations have been so deposited) to pay the principal of, premium,
if any, and interest on the outstanding Notes when due at maturity or upon
redemption of, including interest thereon to maturity or such redemption date
(other than Notes replaced or paid pursuant to Section 2.07) and if in either
case the Company pays all other sums payable hereunder by the Company, then this
Indenture shall, subject to Section 8.01(c), cease to be of further effect. The
Trustee shall acknowledge satisfaction and discharge of this Indenture on demand
of the Company accompanied by an Officer's Certificate and an Opinion of Counsel
and at the cost and expense of the Company.

                  (b) Subject to Sections 8.01(c) and 8.02, the Company at any
time may terminate (i) all of its obligations under the Notes and this Indenture
("legal defeasance option") and (ii) its obligations under Sections 4.02, 4.03,
4.04, 4.05, 4.06, 4.07, 4.08, 4.10 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17
(with respect to the Parent and the Restricted Subsidiaries only) or 4.18 and
the operation of Section 5.01(a), 5.01(b)(iii), 5.01(c), 6.01(c) (with respect
to Offers to Purchase only), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (with respect to
the Parent and the Restricted Subsidiaries only), 6.01(h) (with respect to the
Parent and the Restricted Subsidiaries only), 6.01(i), 6.01(j) and 6.01(k)
("covenant defeasance option"). The Company may exercise its legal defeasance
option notwithstanding its prior exercise of its covenant defeasance option. In
the event that the Company terminates all of its obligations under the Notes and
this Indenture by exercising its legal defeasance option, the obligations under
the Guarantees shall each be terminated simultaneously with the termination of
such obligations.

                  If the Company exercises its legal defeasance option, payment
of the Notes may not be accelerated because of an Event of Default. If the
Company exercises its covenant defeasance option, payment of the Notes may not
be accelerated because of an Event of Default specified in Section 6.01(c) (with
respect to Offers to Purchase only), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (with
respect to the Parent and the Restricted Subsidiaries only), 6.01(h) (with
respect to the Parent and the Restricted Subsidiaries only), 6.01(i) 6.01(j) or
6.01(k) or because of the failure of the Company to comply with Section 5.01(a),
5.01(b)(iii) or 5.01(c).

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

                  (c) Notwithstanding the provisions of Sections 8.01(a) and
8.01(b), the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07,
2.08, 2.09, 7.07, 7.08 and in this Article VIII shall survive until the Notes
have been paid in full. Thereafter, the Company's obligations in Sections 7.07,
8.04 and 8.05 shall survive.

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

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                        (i) the Company irrevocably deposits in trust with the
                  Trustee money in an amount sufficient or U.S. Government
                  Obligations, the principal of and interest on which will be
                  sufficient, or a combination thereof sufficient, to pay the
                  principal, premium (if any) and interest on the Notes when due
                  at maturity or redemption, as the case may be, including
                  interest thereon to maturity or such redemption date;

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

                        (iii) 91 days pass after the deposit is made and during
                  the 91-day period no Default specified in Section 6.01(g) or
                  (h) with respect to the Company occurs which is continuing at
                  the end of the period;

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

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

                        (vi) in the case of the legal defeasance option, the
                  Company shall have delivered to the Trustee an Opinion of
                  Counsel stating that (1) the Company has received from, or
                  there has been published by, the Internal Revenue Service a
                  ruling, or (2) since the date of this Indenture there has been
                  a change in the applicable federal income tax law, in either
                  case to the effect that, and based thereon such Opinion of
                  Counsel shall confirm that, the Holders will not recognize
                  income, gain or loss for federal income tax purposes as a
                  result of such defeasance and will be subject to federal
                  income tax on the same amounts, in the same manner and at the
                  same times as would have been the case if such defeasance had
                  not occurred;

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

                        (viii) the Company delivers to the Trustee an Officer's
                  Certificate and an Opinion of Counsel, each stating that all
                  conditions precedent to the defeasance

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<PAGE>

                  and discharge of the Notes as contemplated by this Article
                  VIII have been complied with.

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

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

                  8.04. Repayment to the Company. The Trustee and the Paying
Agent shall promptly turn over to the Company upon request any money or U.S.
Government Obligations held by either of them as provided in this Article VIII
which, in the written opinion of a nationally recognized firm of independent
public accountants delivered to the Trustee (which delivery shall only be
required if U.S. Government Obligations have been so deposited), are in excess
of the amount thereof which would then be required to be deposited to effect an
equivalent discharge or defeasance in accordance with this Article VIII.

                  Subject to any applicable abandoned property law, the Trustee
and the Paying Agent shall pay to the Company upon written request any money
held by them for the payment of principal, premium, if any, or interest that
remains unclaimed for two years, and, thereafter, Holders entitled to the money
must look to the Company for payment as general creditors and the Trustee and
the Paying Agent shall have no further liability with respect to such monies.

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

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

                                      -62-

<PAGE>

                                   ARTICLE IX

                                   AMENDMENTS

                  9.01. Without Consent of Holders. The Company, the Guarantors
and the Trustee may amend or supplement this Indenture, the Notes, the
Guarantees or the Security Documents without notice to or consent of any Holder:

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

                        (ii) to comply with Article V or Article XI;

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

                        (iv) to add additional Guarantees with respect to the
                  Notes (including the execution of a supplemental indenture);

                        (v) 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;

                        (vi) to make any change that does not adversely affect
                  the rights of any Holder, subject to the provisions of this
                  Indenture;

                        (vii) to comply with any requirement of the Commission
                  in connection with qualifying, or maintaining the
                  qualification of, this Indenture under the TIA; or

                        (viii) if necessary, in connection with any addition or
                  release of Collateral permitted under the terms of this
                  Indenture or the Security Documents.

                  The Company shall also be entitled to releases of the
Collateral or the Guarantees as described in Sections 10.03 and 11.03.

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

                        (i) reduce the amount of Notes whose Holders must
                  consent to an amendment;

                        (ii) reduce the rate of or extend the time for payment
                  of interest on any Note;

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<PAGE>

                        (iii) reduce the principal of or extend the Stated
                  Maturity of any Note;

                        (iv) reduce the premium payable upon the redemption of
                  any Note or change the time at which any Note may be redeemed
                  in accordance with Article III;

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

                        (vi) impair the right of any Holder to receive payment
                  of principal of, premium, if any, and interest on, such
                  Holder's Notes on or after the due dates therefor or to
                  institute suit for the enforcement of any payment on or with
                  respect to such Holder's Notes;

                        (vii) make any change in Section 6.04 or 6.07 or the
                  second sentence of this Section 9.02; or

                        (viii) modify the Guarantees in any manner adverse to
                  the Holders.

                  The consent of the Holders under this Section 9.02 shall not
be necessary to approve the particular form of any proposed amendment. It shall
be sufficient if such consent approves the substance thereof.

                  (b) After an amendment under this Section 9.02 becomes
effective, the Company shall mail to Holders a notice briefly describing such
amendment. The failure to give such notice to all Holders, or any defect
therein, shall not impair or affect the validity of an amendment under this
Section 9.02.

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

                  9.04. Revocation and Effect of Consents and Waivers. (a) A
consent to an amendment or a waiver by a Holder of a Note shall bind the Holder
and every subsequent Holder of that Note or portion of the Note that evidences
the same debt as the consenting Holder's Note, even if notation of the consent
or waiver is not made on the Note. However, any such Holder or subsequent Holder
may revoke the consent or waiver as to such Holder's Note or portion of the Note
if the Trustee receives the notice of revocation before the date on which the
Trustee receives an Officer's Certificate from the Company certifying that the
requisite number of consents have been received. After an amendment or waiver
becomes effective, it shall bind every Holder. An amendment or waiver becomes
effective upon the (i) receipt by the Company or the Trustee of the requisite
number of consents, (ii) satisfaction of conditions to effectiveness as set
forth in this Indenture and any indenture supplemental hereto containing such
amendment or waiver and (iii) execution of such amendment or waiver (or
supplemental indenture) by the Company and the Trustee.

                  (b) The Company may, but shall not be obligated to, fix a
record date for the purpose of determining the Holders entitled to give their
consent or take any other action described above or required or permitted to be
taken pursuant to this Indenture. If a record date is fixed, then
notwithstanding the immediately preceding paragraph, those Persons who were

                                      -64-

<PAGE>

Holders at such record date (or their duly designated proxies), and only those
Persons, shall be entitled to give such consent or to revoke any consent
previously given or to take any such action, whether or not such Persons
continue to be Holders after such record date. No such consent shall be valid or
effective for more than 120 days after such record date.

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

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

                  9.07. Payment for Consent. None of the Company, any Guarantor
or any Affiliate of the Company or any Guarantor shall, directly or indirectly,
pay or cause to be paid any consideration, whether by way of interest, fee or
otherwise, to any Holder for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of this Indenture, the Notes, or any
other Indenture Document (including the Security Documents) unless such
consideration is offered to be paid to all Holders that so consent, waive or
agree to amend in the time frame set forth in solicitation documents relating to
such consent, waiver or agreement.

                                    ARTICLE X

                             COLLATERAL AND SECURITY

                  10.01. Security Documents. The due and punctual payment of the
principal of, premium, if any, and interest on the Notes when and as the same
shall be due and payable, whether on an interest payment date, at maturity, by
acceleration, repurchase, redemption or otherwise, and interest on the overdue
principal of, premium, if any, and interest on the Notes and performance of all
other Obligations of the Company and the Guarantors to the Holders or the
Trustee under this Indenture and the Notes, according to the terms hereunder or
thereunder, are secured as provided in the Security Documents which define the
terms of the Liens that secure the Obligations and provide that the Liens
granted thereunder secure the Obligations on a first-priority basis, but subject
to any Permitted Liens that may have priority over the Lien and security
interests created by the Security Documents. Each Holder, by its acceptance of a
Note,

                                      -65-

<PAGE>

consents and agrees to all of the terms of the Security Documents (including the
provisions providing for the exercise of remedies and release of Collateral) as
the same may be in effect or may be amended from time to time in accordance with
their terms, and authorizes and directs the Trustee to enter into the Security
Documents and to perform its obligations and exercise its rights thereunder in
accordance therewith. The Company shall deliver to the Trustee (if it is not
itself then the Collateral Agent) copies of all documents delivered to the
Collateral Agent pursuant to the Security Documents, and the Company and the
Parent will do or cause to be done all such acts and things as may be required
by the next sentence of this Section 10.01, to assure and confirm to the Trustee
the Liens upon the Collateral contemplated hereby, by the Security Documents or
any part thereof, as from time to time constituted, so as to render the same
available for the security and benefit of this Indenture and of the Obligations
secured hereby, according to the intent and purposes herein expressed. The
Company and the Parent shall take, and shall cause the Restricted Subsidiaries
to take, any and all actions reasonably required to cause the Security Documents
to create and maintain, as security for the Obligations of the Company and the
Guarantors hereunder, a valid and enforceable perfected first-priority Lien on
all the Collateral, in favor of the Collateral Agent for the ratable benefit of
the Holders, but subject to any Permitted Liens that may have priority over the
Lien and security interests created by the Security Documents. The Trustee and
the Company hereby acknowledge and agree that the Collateral Agent holds the
Collateral for the ratable benefit of the Holders and the Trustee pursuant to
the terms of the Indenture and the Security Documents.

                  10.02. Recording and Opinions. (a) The Company will furnish to
the Trustee on May 15 in each year (or the first Business Day immediately
thereafter if May 15 of such year is not a Business Day) beginning with May 15,
2004, an Opinion of Counsel, which may be rendered by internal counsel to the
Company, dated as of such date, either:

                        (i) (A) stating that, in the opinion of such counsel,
                  action has been taken with respect to the recording,
                  registering, filing, re-recording, re-registering and
                  re-filing of all supplemental indentures, financing
                  statements, continuation statements or other instruments of
                  further assurance as is necessary to maintain and perfect the
                  Lien of the Security Documents and reciting with respect to
                  the Liens on the Collateral the details of such action or
                  referring to prior Opinions of Counsel in which such details
                  are given, and (B) stating that, in the opinion of such
                  counsel, based on relevant laws as in effect on the date of
                  such Opinion of Counsel, all financing statements and
                  continuation statements have been executed and filed that are
                  necessary as of such date and during the succeeding 12 months
                  fully to preserve, perfect and protect, to the extent such
                  protection and preservation are possible by filing, the rights
                  of the Holders and the Trustee hereunder and the rights of the
                  Holders, the Trustee and the Collateral Agent under the
                  Security Documents with respect to the Liens on the
                  Collateral; or

                        (ii) stating that, in the opinion of such counsel, no
                  such action is necessary to maintain and perfect such Lien and
                  assignment.

                  (b) The Company will otherwise comply with the provisions of
TIA Section 314(b).

                                      -66-

<PAGE>

                  10.03. Release of Collateral. (a) Subject to Sections
10.03(b), (c), (d) and 10.08, Collateral may be released from the Lien and
security interest created by the Security Documents at any time or from time to
time in accordance with the provisions of the Security Documents or as provided
hereby. Upon the request of the Company pursuant to an Officer's Certificate
certifying that all conditions precedent hereunder have been met and without the
consent of any Holder, the Company and the Guarantors will be entitled to
releases of assets included in the Collateral from the Liens securing the Notes
under any one or more of the following circumstances:

                        (i) if such asset is sold, transferred, leased or
                  otherwise disposed of in a transaction that is permitted or
                  not prohibited by Section 4.06;

                        (ii) to enable the Company or any Guarantor to
                  consummate any sale, lease, conveyance or other disposition of
                  any assets or rights permitted or not prohibited under Section
                  4.06;

                        (iii) in respect of assets to the extent they are
                  subject to a Permitted Lien;

                        (iv) if all of the Capital Stock of any Subsidiary of
                  the Parent or the Company that is pledged to the Collateral
                  Agent is released in accordance with the terms of this
                  Indenture and the Security Documents, such Subsidiary's assets
                  will also be released;

                        (v) if any Restricted Subsidiary that is a Guarantor is
                  released from its Guarantee in accordance with the provisions
                  of this Indenture and the Security Documents, the Capital
                  Stock issued by such Subsidiary that is pledged to the
                  Collateral Agent and such Subsidiary's assets will also be
                  released;

                        (vi) if any Restricted Subsidiary is designated an
                  Unrestricted Subsidiary, or such Subsidiary otherwise ceases
                  to be a Restricted Subsidiary, in accordance with the
                  provisions of this Indenture, the Capital Stock issued by such
                  Subsidiary that is pledged to the Collateral Agent and such
                  Subsidiary's assets will be released; or

                        (vii) pursuant to an amendment, waiver or supplement in
                  accordance with Article IX.

                  Upon receipt of such Officer's Certificate, the Trustee shall,
if at such time it is the Collateral Agent, or otherwise shall direct the
Collateral Agent, to execute, deliver or acknowledge any necessary or proper
instruments of termination, satisfaction or release to evidence the release of
any Collateral permitted to be released pursuant to this Indenture and the
Security Documents.

                  (b) No Collateral may be released from the Lien and security
interest created by the Security Documents pursuant to the provisions of the
Security Documents unless the Officer's Certificate required by this Section
10.03 has been delivered to the Collateral Agent or such release is made in
accordance with Section 10.08.

                                      -67-

<PAGE>

                  (c) At any time when a Default or Event of Default has
occurred and is continuing and the maturity of the Notes has been accelerated
(whether by declaration or otherwise), no release of Collateral pursuant to the
provisions of the Security Documents will be effective as against the Holders
unless consented to by each of the Holders.

                  (d) The release of any Collateral from the terms of this
Indenture and the Security Documents shall not be deemed to impair the security
under this Indenture in contravention of the provisions hereof if and to the
extent the Collateral is released pursuant to the terms of the Security
Documents and this Indenture. To the extent applicable, the Company will cause
TIA Section 313(b), relating to reports, and TIA Section 314(d), relating to the
release of property or securities from the Lien and security interest of the
Security Documents and relating to the substitution therefor of any property or
securities to be subjected to the Lien and security interest of the Security
Documents, to be complied with. Any certificate or opinion required by TIA
Section 314(d) may be made by an Officer of the Company except in cases where
TIA Section 314(d) requires that such certificate or opinion be made by an
independent Person, which Person will be an independent engineer, appraiser or
other expert selected or approved by the Trustee and the Collateral Agent in the
exercise of reasonable care.

                  10.04. Certificates and Opinions of Counsel. To the extent
applicable, the Company will furnish to the Trustee and the Collateral Agent,
prior to each proposed release of Collateral pursuant to the Security Documents:

                  (a) all documents required by TIA Section 314(d); and

                  (b) an Opinion of Counsel, which may be rendered by internal
counsel to the Company, to the effect that such accompanying documents
constitute all documents required by TIA Section 314(d).

The Trustee may, to the extent permitted by Sections 7.01 and 7.02, accept as
conclusive evidence of compliance with the foregoing provisions the appropriate
statements contained in such documents and such Opinion of Counsel.

                  10.05. Certificates of the Trustee. In the event that the
Company wishes to release Collateral in accordance with the Security Documents
at a time when the Trustee is not itself also the Collateral Agent and have
delivered the certificates and documents required by the Security Documents and
Sections 10.03 and 10.04, the Trustee will determine whether it has received all
documentation required by TIA Section 314(d) in connection with such release
and, based on such determination and the Opinion of Counsel delivered pursuant
to Section 10.04(b), will deliver a certificate to the Collateral Agent setting
forth such determination.

                  10.06. Authorization of Actions to Be Taken by the Trustee
Under the Security Documents. Subject to the provisions of Section 7.01 and
7.02, the Trustee may, in its sole discretion and without the consent of the
Holders, take, on behalf of the Holders, or direct, on behalf of the Holders,
the Collateral Agent to take, all actions it deems necessary or appropriate in
order to:

                  (a) enforce any of the terms of the Security Documents; and

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<PAGE>

                  (b) collect and receive any and all amounts payable in respect
of the Obligations of the Company and the Guarantors hereunder

The Trustee will have power to institute and maintain such suits and proceedings
as it may deem expedient to prevent any impairment of the Collateral by any acts
that may be unlawful or in violation of the Security Documents or this
Indenture, and such suits and proceedings as the Trustee may deem expedient to
preserve or protect its interests and the interests of the Holders in the
Collateral (including power to institute and maintain suits or proceedings to
restrain the enforcement of or compliance with any legislative or other
governmental enactment, rule or order that may be unconstitutional or otherwise
invalid if the enforcement of, or compliance with, such enactment, rule or order
would impair the security interest hereunder or be prejudicial to the interests
of the Holders or of the Trustee).

                  10.07. Authorization of Receipt and Distribution of Funds by
the Trustee Under the Security Documents. The Trustee is authorized to receive
any funds for the benefit of the Holders distributed under the Security
Documents, and to make further distributions of such funds to the Holders
according to the provisions of this Indenture.

                  10.08. Termination of Security Interest. The Trustee will, at
the request of the Company, deliver a certificate to the Collateral Agent
stating that such Obligations have been paid in full, and instruct the
Collateral Agent to release the Liens securing the Obligations pursuant to this
Indenture and the Security Documents upon (1) payment in full of the principal
of, premium, if any, accrued and unpaid interest on the Notes and all other
Obligations under this Indenture, the Guarantees and the Security Documents that
are due and payable at or prior to the time such principal, premium, accrued and
unpaid interest are paid, (2) a satisfaction and discharge of this Indenture as
described in Article VIII or (3) a legal defeasance or covenant defeasance as
described in Article VIII. Notwithstanding the provisions of Section 10.03(b),
upon receipt of such instruction, the Trustee, if it is the Collateral Agent,
shall, or, if it is not the Collateral Agent, shall request the Collateral Agent
to, execute, deliver or acknowledge any necessary or proper instruments of
termination, satisfaction or release to evidence the release of all such Liens.

                  10.09. Trustee Serving as Collateral Agent; Amendments or
Supplements to, or Replacements of, the Security Documents. (a) If the Trustee
shall become the Collateral Agent, it shall be authorized to appoint
co-Collateral Agents as necessary in its sole discretion. Except as otherwise
explicitly provided herein or in the Security Documents, neither the Trustee nor
any of its respective officers, directors, employees or agents shall be liable
for failure to demand, collect or realize upon any of the Collateral or for any
delay in doing so or shall be under any obligation to sell or otherwise dispose
of any Collateral upon the request of any other Person or to take any other
action whatsoever with regard to the Collateral or any part thereof. The Trustee
shall be accountable only for amounts that it actually receives as a result of
the exercise of such powers, and neither the Trustee nor any of its officers,
directors, employees or agents shall be responsible for any act or failure to
act hereunder, except for its own willful misconduct, negligence or bad faith.

                  (b) The Trustee, is authorized and directed to (i) if the
Trustee shall become the Collateral Agent, enter into the Security Documents,
(ii) bind the Holders on the terms as set

                                      -69-

<PAGE>

forth in the Security Documents and (iii) perform and observe its obligations
under the Security Documents.

                                   ARTICLE XI

                                   GUARANTEES

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

                  (b) Each Guarantor waives presentation to, demand of payment
from and protest to the Company of any of the Guaranteed Obligations and also
waives notice of protest for nonpayment. Each Guarantor waives notice of any
default under the Notes or the Guaranteed Obligations. The obligations of each
Guarantor hereunder shall not be affected by (i) the failure of any Holder or
the Trustee to assert any claim or demand or to enforce any right or remedy
against the Company or any other Person under this Indenture, the Notes or any
other agreement or otherwise; (ii) any extension or renewal of any thereof;
(iii) any rescission, waiver, amendment or modification of any of the terms or
provisions of this Indenture, the Notes or any other agreement; (iv) the release
of any security held by any Holder or the Trustee for the Guaranteed Obligations
or any of them; (v) the failure of any Holder or Trustee to exercise any right
or remedy against any other Guarantor; or (vi) any change in the ownership of
such Guarantor, except as provided in Section 11.03.

                  (c) Each Guarantor hereby waives any right to which it may be
entitled to have its obligations hereunder divided among the Guarantors, such
that such Guarantor's obligations would be less than the full amount claimed.
Each Guarantor hereby waives any right to which it may be entitled to have the
assets of the Company first be used and depleted as payment of the Company's or
such Guarantor's obligations hereunder prior to any amounts being claimed from
or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to
which it may be entitled to require that the Company be sued prior to an action
being initiated against such Guarantor.

                  (d) Each Guarantor further agrees that its Guarantee herein
constitutes a guarantee of payment when due (and not a guarantee of collection)
and waives any right to require that any resort be had by any Holder or the
Trustee to any security held for payment of the Guaranteed Obligations.

                                      -70-

<PAGE>

                  (e) Except as expressly set forth in Sections 8.01(b), 11.02
and 11.03, the obligations of each Guarantor hereunder shall not be subject to
any reduction, limitation, impairment or termination for any reason (other than
payment of the Guaranteed Obligations in full), including any claim of waiver,
release, surrender, alteration or compromise, and shall not be subject to any
defense of setoff, counterclaim, recoupment or termination whatsoever or by
reason of the invalidity, illegality or unenforceability of the Guaranteed
Obligations or otherwise. Without limiting the generality of the foregoing, the
obligations of each Guarantor herein shall not be discharged or impaired or
otherwise affected by the failure of any Holder or the Trustee to assert any
claim or demand or to enforce any remedy under this Indenture, the Notes or any
other agreement, by any waiver or modification of any thereof, by any default,
failure or delay, willful or otherwise, in the performance of the Guaranteed
Obligations, or by any other act or thing or omission or delay to do any other
act or thing which may or might in any manner or to any extent vary the risk of
any Guarantor or would otherwise operate as a discharge of any Guarantor as a
matter of law or equity.

                  (f) Each Guarantor agrees that its Guarantee shall remain in
full force and effect until payment in full of all the Guaranteed Obligations.
Each Guarantor further agrees that its Guarantee herein shall continue to be
effective or be reinstated, as the case may be, if at any time payment, or any
part thereof, of principal of, premium, if any, or interest on any Guaranteed
Obligation is rescinded or must otherwise be restored by any Holder or the
Trustee upon the bankruptcy or reorganization of the Company or otherwise.

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

                  (h) Each Guarantor agrees that it shall not be entitled to any
right of subrogation in relation to the Holders in respect of any Guaranteed
Obligations guaranteed hereby until payment in full of all Guaranteed
Obligations. Each Guarantor further agrees that, as between it, on the one hand,
and the Holders and the Trustee, on the other hand, (i) the maturity of the
Guaranteed Obligations guaranteed hereby may be accelerated as provided in
Article VI for the purposes of any Guarantee herein, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
Guaranteed Obligations guaranteed hereby, and (ii) in the event of any
declaration of acceleration of such Guaranteed Obligations as provided in
Article VI, such Guaranteed Obligations (whether or not due and payable) shall
forthwith become due and payable by such Guarantor for the purposes of this
Section 11.01.

                  (i) Each Guarantor also agrees to pay any and all reasonable
costs and expenses (including reasonable attorneys' fees and expenses) incurred
by the Trustee or any Holder in enforcing any rights under this Section 11.01;
provided that the Guarantors shall not be obligated to pay for more than one
primary counsel and one local counsel for the Trustee and the Holders
collectively.

                                      -71-

<PAGE>

                  (j) Upon request of the Trustee, each Guarantor shall execute
and deliver such further instruments and do such further acts as may be
reasonably necessary or proper to carry out more effectively the purpose of this
Indenture.

                  11.02. Limitation on Liability. Any term or provision of this
Indenture to the contrary notwithstanding, the maximum aggregate amount of the
Guaranteed Obligations guaranteed hereunder by any Guarantor shall not exceed
the maximum amount that can be hereby guaranteed without rendering this
Indenture, as it relates to such Guarantor, voidable under applicable law
relating to fraudulent conveyance or fraudulent transfer or similar laws
affecting the rights of creditors generally.

                  11.03. Releases of Guarantees. A Guarantee may be released
without any action required on the part of the Trustee or any Holder as provided
hereby. Upon the request of the Company pursuant to an Officer's Certificate
certifying that all conditions precedent hereunder have been met and without the
consent of any Holder, a Guarantee may be released under any one of the
following circumstances:

                  (a) (i) if all of the Capital Stock of, or other equity
interests in, or all or substantially all of the assets of such Guarantor is
sold or otherwise disposed of (including by way of merger or consolidation) to a
Person other than any of the Company, the Parent, or another Guarantor or (ii)
if such Guarantor ceases to be a Restricted Subsidiary, and the Company
otherwise complies, to the extent applicable, with Sections 4.06 and 5.01; or

                  (b) if the Parent or the Company designates such Guarantor as
an Unrestricted Subsidiary in accordance with the provisions of this Indenture;
or

                  (c) if the Capital Stock of such Guarantor (that owns one or
more FCC wireless licenses and does not own any other material assets) becomes
subject to a Permitted Lien pursuant to clause (xvii) of the definition of
"Permitted Liens."

                  Upon delivery by the Company to the Trustee of an Officer's
Certificate and an Opinion of Counsel, which may be rendered by internal counsel
to the Company, to the effect that such release was made by the Company in
accordance with the provisions of this Indenture, the Trustee will execute any
documents reasonably required in order to evidence the release of any Guarantor
from its obligations under its Guarantee.

                  Any Guarantor not released from its obligations under its
Guarantee will remain liable for the full amount of principal of, premium, if
any, and interest on the Notes and for the other obligations of any Guarantor
under this Indenture as provided in this Article XI.

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

                                      -72-

<PAGE>

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

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

                  11.07. Execution of Supplemental Indenture for Future
Guarantors. Each Subsidiary which is required to become a Guarantor pursuant to
Section 4.11 shall promptly execute and deliver to the Trustee a supplemental
indenture in the form of Exhibit B hereto pursuant to which such Subsidiary
shall become a Guarantor under this Article XI and shall guarantee the
Guaranteed Obligations. Concurrently with the execution and delivery of such
supplemental indenture, the Company shall deliver to the Trustee an Opinion of
Counsel, which may be rendered by internal counsel to the Company, and an
Officer's Certificate to the effect that such supplemental indenture has been
duly authorized, executed and delivered by such Subsidiary and that, subject to
the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or
transfer and other similar laws relating to creditors' rights generally and to
the principles of equity, whether considered in a proceeding at law or in
equity, the Guarantee of such Guarantor is a legal, valid and binding obligation
of such Guarantor, enforceable against such Guarantor in accordance with its
terms and as to such other matters as the Trustee may reasonably request.

                  11.08. Non-Impairment. The failure to endorse a Guarantee on
any Note shall not affect or impair the validity thereof.

                                   ARTICLE XII

                                  MISCELLANEOUS

                  12.01. Trust Indenture Act Controls. If and to the extent that
any provision of this Indenture limits, qualifies or conflicts with the duties
imposed by, or with another provision (an "incorporated provision") included in
this Indenture by operation of, TIA Sections 310 to 318, inclusive, such imposed
duties or incorporated provision shall control.

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

                                      -73-
<PAGE>

            if to the Company:

            Cricket Communications, Inc.
            10307 Pacific Center Court
            San Diego, CA 92121
            Attention:General Counsel

            with a copy to:

            Latham & Watkins LLP
            12636 High Bluff Drive, Suite 300
            San Diego, CA 92130
            Facsimile: (858) 523-5450
            Attention: Barry M. Clarkson

            if to the Trustee:

            Wells Fargo Bank, National Association
            Corporate Trust Services
            Sixth St. and Marquette Ave.
            MAC N9303-120
            Minneapolis, MN 55479
            Attention: Cricket Communications Administrator
            Facsimile: (612) 667-9825

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

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

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

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

            12.04. Certificate and Opinion as to Conditions Precedent. Upon any
request or application by the Company to the Trustee to take or refrain from
taking any action under this Indenture (other than a request to authenticate the
Original Notes in accordance with this Indenture), the Company shall furnish to
the Trustee:

                                      -74-
<PAGE>

            (a) an Officer's Certificate in form reasonably satisfactory to the
Trustee (which must include the statements set forth in Section 12.05) stating
that, in the opinion of the signer, all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with;
and

            (b) an Opinion of Counsel, which may be rendered by internal counsel
to the Company, in form reasonably satisfactory to the Trustee stating that, in
the opinion of such counsel, all such conditions precedent have been complied
with.

            12.05. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture (other than pursuant to Section 4.09) shall
include:

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

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

            (c) a statement that, in the opinion of such 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

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

In giving such Opinion of Counsel, counsel may rely as to factual matters on an
Officer's Certificate or on certificates of public officials.

            12.06. Rules by Trustee, Paying Agent and Registrar. The Trustee may
make reasonable rules for action by or a meeting of Holders. The Registrar and
the Paying Agent may make reasonable rules for their functions.

            12.07. Legal Holidays. A "Legal Holiday" is a Saturday, a Sunday or
other day on which banking institutions are not required by law or regulation to
be open in the State of New York or the state where the principal office of the
Trustee is located. If a payment date is a Legal Holiday, payment shall be made
on the next succeeding day that is not a Legal Holiday, and no interest shall
accrue for the intervening period. If a regular record date is a Legal Holiday,
the record date shall not be affected.

            12.08. GOVERNING LAW. THIS INDENTURE AND THE NOTES SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

            12.09. No Recourse Against Others. No past, present or future
director, officer, employee, stockholder, incorporator or member, as such, of
the Company or any of the Guarantors, shall have any liability for any
obligations of the Company or any of the Guarantors

                                      -75-
<PAGE>

under the Notes, this Indenture, the Guarantees, or the Security Documents or
for any claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Note, each Holder shall waive and release all such
liability. The waiver and release shall be part of the consideration for the
issue of the Notes. The waiver may not be effective to waive liabilities under
the federal securities laws.

            12.10. Successors. All agreements of the Company and each Guarantor
in this Indenture and the Notes shall bind its successors, except as otherwise
provided in Section 11.03 hereof with respect to the Guarantors. All agreements
of the Trustee in this Indenture shall bind its successors.

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

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

                                      -76-
<PAGE>

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

                           CRICKET COMMUNICATIONS, INC.

                           By: /s/ S. Douglas Hutcheson
                              -----------------------------------------
                           Name: S. Douglas Hutcheson
                           Title: Executive Vice President and Chief
                                  Financial Officer

                           LEAP WIRELESS INTERNATIONAL, INC.

                           By: /s/ S. Douglas Hutcheson
                              ----------------------------------------
                           Name: S. Douglas Hutcheson
                           Title: Executive Vice President and Chief
                                  Financial Officer

                           WELLS FARGO BANK,
                           NATIONAL ASSOCIATION,
                           as Trustee

                           By: /s/ Jane Y. Schweiger
                              -----------------------------------------
                           Name: Jane Y. Schweiger
                           Title: Vice President

                          [Signature Page to Indenture]

                                      -77-
<PAGE>

                        BACKWIRE.COM, INC.
                        CHASETEL LICENSEE CORPORATION
                        CRICKET LICENSEE (ALBANY), INC.
                        CRICKET LICENSEE (COLUMBUS), INC.
                        CRICKET LICENSEE (DENVER), INC.
                        CRICKET LICENSEE (LAKELAND), INC.
                        CRICKET LICENSEE (MACON), INC.
                        CRICKET LICENSEE (NORTH CAROLINA), INC.
                        CRICKET LICENSEE (PITTSBURGH), INC.
                        CRICKET LICENSEE (REAUCTION), INC.
                        CRICKET LICENSEE I, INC.
                        CRICKET LICENSEE II, INC.
                        CRICKET LICENSEE III, INC.
                        CRICKET LICENSEE IV, INC.
                        CRICKET LICENSEE V, INC.
                        CRICKET LICENSEE VI, INC.
                        CRICKET LICENSEE VII, INC.
                        CRICKET LICENSEE VIII, INC.
                        CRICKET LICENSEE IX, INC.
                        CRICKET LICENSEE X, INC.
                        CRICKET LICENSEE XII, INC.
                        CRICKET LICENSEE XIII, INC.
                        CRICKET LICENSEE XIV, INC.
                        CRICKET LICENSEE XV, INC.
                        CRICKET LICENSEE XVI, INC.
                        CRICKET LICENSEE XVII, INC.
                        CRICKET LICENSEE XVIII, INC.
                        CRICKET LICENSEE XIX, INC.
                        CRICKET LICENSEE XX, INC.
                        CRICKET HOLDINGS DAYTON, INC.
                        MCG PCS LICENSEE CORPORATION, INC.
                        CHASETEL REAL ESTATE HOLDING COMPANY, INC.
                        CRICKET ALABAMA PROPERTY COMPANY
                        CRICKET ARIZONA PROPERTY COMPANY
                        CRICKET ARKANSAS PROPERTY COMPANY
                        CRICKET CALIFORNIA PROPERTY COMPANY
                        CRICKET COLORADO PROPERTY COMPANY
                        CRICKET FLORIDA PROPERTY COMPANY
                        CRICKET GEORGIA PROPERTY COMPANY, INC.
                        CRICKET IDAHO PROPERTY COMPANY
                        CRICKET ILLINOIS PROPERTY COMPANY
                        CRICKET INDIANA PROPERTY COMPANY
                        CRICKET KANSAS PROPERTY COMPANY
                        CRICKET KENTUCKY PROPERTY COMPANY
                        CRICKET MICHIGAN PROPERTY COMPANY

                                      -78-
<PAGE>

                        CRICKET MINNESOTA PROPERTY COMPANY
                        CRICKET MISSISSIPPI PROPERTY COMPANY
                        CRICKET NEBRASKA PROPERTY COMPANY
                        CRICKET NEVADA PROPERTY COMPANY
                        CRICKET NEW MEXICO PROPERTY COMPANY
                        CRICKET NEW YORK PROPERTY COMPANY, INC.
                        CRICKET NORTH CAROLINA PROPERTY COMPANY
                        CRICKET OHIO PROPERTY COMPANY
                        CRICKET OKLAHOMA PROPERTY COMPANY
                        CRICKET OREGON PROPERTY COMPANY
                        CRICKET PENNSYLVANIA PROPERTY COMPANY
                        CRICKET TEXAS PROPERTY COMPANY
                        CRICKET UTAH PROPERTY COMPANY
                        CRICKET WASHINGTON PROPERTY COMPANY
                        CRICKET WISCONSIN PROPERTY COMPANY
                        LEAP PCS MEXICO, INC.

                        By:   /s/ S. Douglas Hutcheson
                           -----------------------------------------
                        Name: S. Douglas Hutcheson
                        Title: Executive Vice President and Chief
                               Financial Officer

                        TELEPHONE ENTERTAINMENT NETWORK, INC.

                        By:   /s/ S. Douglas Hutcheson
                           -----------------------------------------
                        Name: S. Douglas Hutcheson
                        Title: Senior Vice President

                         [Signature Page to Indenture]

                                      -79-
<PAGE>

                                                                       EXHIBIT A

THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT UNDER SECTION 1272, 1273 AND
1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. YOU MAY CONTACT THE CHIEF
FINANCIAL OFFICER OF THE COMPANY AT 10307 PACIFIC CENTER COURT, SAN DIEGO,
CALIFORNIA 92121, (858) 882-6000, WHO WILL PROVIDE YOU WITH ANY REQUIRED
INFORMATION REGARDING THE ORIGINAL ISSUE DISCOUNT.

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

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

                                      A-1
<PAGE>

No. 1        $350,000,000

                  13% Senior Secured Pay-in-Kind Note due 2011

                                                           CUSIP No. 226566 AA 5

      Cricket Communications, Inc., a Delaware corporation, promises to pay to
Cede & Co., or registered assigns, the principal sum listed on the Schedule of
Increases or Decreases in Global Note attached hereto on August 16, 2011.

      Interest Payment Dates: February 16 and August 16.

      Record Dates: February 2 and August 2.

      Additional provisions of this Note are set forth on the other side of
this Note.

      IN WITNESS WHEREOF, the parties have caused this instrument to be duly
executed.

                           CRICKET COMMUNICATIONS, INC.

                           By: ________________________________________________
                           Name: S. Douglas Hutcheson
                           Title: Executive Vice President and Chief
                                  Financial Officer

Dated: August 16, 2004

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

WELLS FARGO BANK,
NATIONAL ASSOCIATION,

      as Trustee, certifies that this is one of
      the Notes referred to in the Indenture.

      By: ________________________________________________
          Authorized Signatory

                                      A-2
<PAGE>

                  13% SENIOR SECURED PAY-IN-KIND NOTE DUE 2011

      1. INTEREST

      Cricket Communications, Inc., a Delaware corporation (such entity and its
successors and assigns under the Indenture hereinafter referred to, being herein
called the "Company"), promises to pay interest on the principal amount of this
Note at the rate per annum shown above. The Company shall pay interest
semiannually on February 16 and August 16 of each year, commencing on February
16, 2005. Interest on the Notes shall accrue from the most recent date to which
interest has been paid or duly provided for or, if no interest has been paid or
duly provided for, from August 16, 2004 until the principal hereof is due.
Interest shall be computed on the basis of a 360-day year comprised of twelve
30-day months.

      2. METHOD OF PAYMENT

      The Company shall pay interest on the Notes (except defaulted interest) to
the Persons who are registered Holders of Notes at the close of business on
February 2 or August 2 next preceding the interest payment date even if Notes
are canceled after the record date and on or before the interest payment date.
Holders must surrender Notes to a Paying Agent to collect principal payments.
The Company shall pay principal, premium and interest, in money of the United
States of America that at the time of payment is legal tender for payment of
public and private debts; provided, however, that interest of up to 12% per
annum may, at the Company's election, be paid, on each of the first four
regularly scheduled Interest Payment Dates only, by issuing additional Notes
("PIK Notes") as set forth in the Indenture described below. Payments payable in
cash in respect of the Notes represented by a Global Note (including principal,
premium and interest) shall be made by wire transfer of immediately available
funds to the accounts specified by The Depository Trust Company. The Company
will make all payments payable in cash in respect of a certificated Note
(including principal, premium and interest) by mailing a check to the registered
address of each Holder thereof; provided, however, that payments payable in cash
on the Notes may also be made, in the case of a Holder of at least $1,000,000
aggregate principal amount of Notes, by wire transfer to a U.S. dollar account
maintained by the payee with a bank in the United States if such Holder elects
payment by wire transfer by giving written notice to the Trustee or the Paying
Agent to such effect designating such account no later than 30 days immediately
preceding the relevant due date for payment (or such other date as the Trustee
may accept in its discretion).

      3. PAYING AGENT AND REGISTRAR

      Initially, WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking
association (the "Trustee"), will act as Paying Agent and Registrar. The Company
may appoint and change any Paying Agent, Registrar or co-registrar without
notice. The Company or any of its domestically incorporated Wholly Owned
Restricted Subsidiaries may act as Paying Agent, Registrar or co-registrar.

                                      A-3
<PAGE>

      4. INDENTURE

      The Company issued the Notes under an Indenture dated as of August 16,
2004 (the "Indenture"), among the Company, Leap Wireless International, Inc., a
Delaware corporation, as guarantor (the "Parent"), the subsidiaries of the
Company and the Parent listed on the signature page to the Indenture, as
guarantors (collectively with the Parent, the "Guarantors") and the Trustee. The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA").
Terms defined in the Indenture and not defined herein have the meanings ascribed
thereto in the Indenture. The Notes are subject to all terms and provisions of
the Indenture, and Holders are referred to the Indenture and the TIA for a
statement of such terms and provisions.

      The Notes are senior secured obligations of the Company. The Notes include
the Original Notes and any PIK Notes issued pursuant to the Indenture. The
Original Notes and the PIK Notes are treated as a single class of securities
under the Indenture. The Indenture imposes certain limitations on the ability of
the Company and its Restricted Subsidiaries to, among other things, make certain
Investments and other Restricted Payments, pay dividends and other
distributions, incur Indebtedness, enter into consensual restrictions upon the
payment of certain dividends and distributions by such Restricted Subsidiaries,
suffer or grant Liens, enter into or permit certain transactions with Affiliates
and make asset dispositions. The Indenture also imposes limitations on the
ability of the Company and each Guarantor to consolidate or merge with or into
any other Person or convey, transfer or lease all or substantially all of the
property of the Company.

      To guarantee the due and punctual payment of the principal, premium and
interest, if any, on the Notes and all other amounts payable by the Company
under the Indenture and the Notes when and as the same shall be due and payable,
whether at maturity, by acceleration or otherwise, according to the terms of the
Notes and the Indenture, the Guarantors have, jointly and severally,
unconditionally guaranteed the Guaranteed Obligations on a senior secured basis
pursuant to the terms of the Indenture.

      The Notes, the Guarantees and all other Obligations of the Company and the
Guarantors are secured on a first-priority basis (subject to Permitted Liens) by
the Liens created by the Security Documents pursuant to, and subject to the
terms of, the Indenture.

      5. OPTIONAL REDEMPTION

      The Notes shall be redeemable at the option of the Company, in whole or in
part, on one or more occasions, on not less than 15 days nor more than 60 days
prior notice, at the following redemption prices (expressed as percentages of
principal amount at maturity), plus accrued and unpaid interest to the
redemption date (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date), if
redeemed during the 12-month period commencing on August 16 of the years set
forth below:

                                      A-4
<PAGE>

<TABLE>
<CAPTION>
         YEAR                           REDEMPTION PRICE
         ----                           ----------------
<S>                                     <C>

         2004                               106.50%

         2005                               104.88%

         2006                               103.25%

         2007                               101.63%

2008 and thereafter                         100.00%
</TABLE>

      6. SINKING FUND

      The Notes are not subject to any sinking fund.

      7. NOTICE OF REDEMPTION

      Notice of redemption will be mailed by first-class mail at least 15 days
but not more than 60 days before the redemption date to each Holder of Notes to
be redeemed at his or her registered address. Notes in denominations larger than
$100 may be redeemed in part but only in whole multiples of $100. If money
sufficient to pay the redemption price of and accrued and unpaid interest on all
Notes (or portions thereof) to be redeemed on the redemption date is deposited
with the Paying Agent on or before the redemption date and certain other
conditions are satisfied, on and after such date interest ceases to accrue on
such Notes (or such portions thereof) called for redemption.

      8. REPURCHASE OF NOTES AT THE OPTION OF HOLDERS UPON CHANGE OF CONTROL OR
CERTAIN ASSET SALES

      Upon a Change of Control, any Holder of Notes will have the right, subject
to certain conditions specified in the Indenture, to cause the Company to
repurchase all or any part of the Notes of such Holder at a purchase price equal
to 101% of the principal amount of the Notes to be repurchased plus accrued and
unpaid interest to the date of repurchase (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment date that is on or prior to the date of purchase) as provided
in, and subject to the terms of, the Indenture.

      In accordance with Section 4.06 of the Indenture, the Company will be
required to offer to purchase Notes upon the occurrence of certain events
following Asset Sales.

      9. DENOMINATIONS; TRANSFER; EXCHANGE

      The Notes are in registered form without coupons. The Original Notes are
in denominations of $100 and whole multiples of $100, and the PIK Notes are in
denominations of $100 and whole multiples of $100. A Holder may transfer or
exchange Notes in accordance with the Indenture. Upon any transfer or exchange,
the Registrar and the Trustee may require a Holder, among other things, to
furnish appropriate endorsements or transfer documents and to

                                      A-5
<PAGE>

pay any taxes required by law or permitted by the Indenture. The Registrar need
not register the transfer of or exchange any Notes selected for redemption
(except, in the case of a Note to be redeemed in part, the portion of the Note
not to be redeemed) or to transfer or exchange any Notes for a period of 15 days
prior to a selection of Notes to be redeemed or 15 days before an interest
payment date.

      10. PERSONS DEEMED OWNERS

      Except as provided in paragraph 2 hereof, the registered Holder of this
Note may be treated as the owner of it for all purposes.

      11. UNCLAIMED MONEY

      If money for the payment of principal, premium or interest remains
unclaimed for two years, the Trustee or Paying Agent shall pay the money back to
the Company at its written request unless an abandoned property law designates
another Person. After any such payment, Holders entitled to the money must look
only to the Company and the Guarantors and not to the Trustee for payment.

      12. DISCHARGE AND DEFEASANCE

      Subject to certain conditions, the Company at any time may terminate some
of or all its obligations under the Notes and the Indenture if the Company
deposits with the Trustee money or U.S. Government Obligations for the payment
of principal, premium, if any, and interest on the Notes to redemption or
maturity, as the case may be.

      13. AMENDMENT, SUPPLEMENT AND WAIVER

      Subject to certain exceptions set forth in the Indenture, (a) the
Indenture, the Notes, the Guarantees or the Security Documents may be amended
without prior notice to any Holder but with the written consent of the Holders
of at least a majority in aggregate principal amount of the outstanding Notes
and (b) any default may be waived with the written consent of the Holders of at
least a majority in principal amount of the outstanding Notes. Subject to
certain exceptions set forth in the Indenture, without the consent of any
Holder, the Company and the Trustee may amend or supplement the Indenture, the
Notes, the Guarantees or the Security Documents (i) to cure any ambiguity,
omission, defect or inconsistency; (ii) to comply with Article V or Article XI
of the Indenture; (iii) to provide for uncertificated Notes in addition to or in
place of certificated Notes; provided, however, that the uncertificated Notes
are issued in registered form for purposes of Section 163(f) of the Code or in a
manner such that the uncertificated Notes are described in Section 163(f)(2)(B)
of the Code; (iv) to add additional Guarantees with respect to the Notes; (v) 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; (vi) to make any
change that does not adversely affect the rights of any Holder; (vii) to comply
with any requirement of the Commission in connection with qualifying, or
maintaining the qualification of, this Indenture under the TIA; or (vii) if
necessary, in connection with any addition or release of Collateral permitted
under the terms of the Indenture or the Security Documents.

                                      A-6
<PAGE>

      14. DEFAULTS AND REMEDIES

      If an Event of Default occurs (other than an Event of Default relating to
certain events of bankruptcy, insolvency or reorganization of the Company, the
Parent or a Restricted Subsidiary) and is continuing, the Trustee or the Holders
of at least 25% in principal amount of the outstanding Notes may declare the
principal of, premium, if any, and accrued but unpaid interest on all the Notes
to be due and payable. If an Event of Default relating to certain events of
bankruptcy, insolvency or reorganization of the Company, the Parent or a
Restricted Subsidiary occurs, the principal of and interest on all the Notes
shall become immediately due and payable without any declaration or other act on
the part of the Trustee or any Holders. Under certain circumstances, the Holders
of a majority in principal amount of the outstanding Notes may rescind any such
acceleration with respect to the Notes and its consequences.

      If an Event of Default occurs and is continuing, the Trustee shall be
under no obligation to exercise any of the rights or powers under the Indenture
at the request or direction of any of the Holders unless such Holders have
offered to the Trustee reasonable indemnity or security against any loss,
liability or expense and certain other conditions are complied with. Except to
enforce the right to receive payment of principal, premium (if any) or interest
when due, no Holder may pursue any remedy with respect to the Indenture or the
Notes unless (i) such Holder has previously given the Trustee notice that an
Event of Default is continuing, (ii) Holders of at least 25% in principal amount
of the outstanding Notes have requested the Trustee in writing to pursue the
remedy, (iii) such Holders have offered the Trustee reasonable security or
indemnity against any cost, liability or expense, (iv) the Trustee has not
complied with such request within 60 days after the receipt of the request and
the offer of security or indemnity and (v) the Holders of a majority in
principal amount of the outstanding Notes have not given the Trustee a direction
inconsistent with such request within such 60-day period. Subject to certain
restrictions, the Holders of a majority in principal amount of the outstanding
Notes are given the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or of exercising any trust or
power conferred on the Trustee. The Trustee, however, may refuse to follow any
direction that conflicts with law or the Indenture or that the Trustee
determines is unduly prejudicial to the rights of any other Holder or that would
involve the Trustee in personal liability. Prior to taking any action under the
Indenture, the Trustee shall be entitled to indemnification satisfactory to it
in its sole discretion against all losses and expenses caused by taking or not
taking such action.

      15. TRUSTEE DEALINGS WITH THE COMPANY

      Subject to certain limitations imposed by the TIA, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with and collect obligations owed to it
by the Company or its Affiliates and may otherwise deal with the Company or its
Affiliates with the same rights it would have if it were not Trustee.

      16. NO RECOURSE AGAINST OTHERS

      No past, present or future director, officer, employee, stockholder,
incorporator or member, as such, of the Company or any of the Guarantors, shall
have any liability for any obligations of the Company or any of the Guarantors
under the Notes, this Indenture, the

                                      A-7
<PAGE>

Guarantees or the Security Documents or for any claim based on, in respect of or
by reason of such obligations or their creation. By accepting a Note, each
Holder shall waive and release all such liability. The waiver and release shall
be part of the consideration for the issue of the Notes.

      17. AUTHENTICATION

      This Note shall not be valid until an authorized signatory of the Trustee
(or an authenticating agent) manually signs the certificate of authentication on
the other side of this Note.

      18. ABBREVIATIONS

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

      19. GOVERNING LAW

      THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.

      20. CUSIP NUMBERS

      The Company may have caused CUSIP numbers to be printed on the Notes and
directed the Trustee to use such CUSIP numbers in notices of redemption as a
convenience to Holders. No representation is made as to the accuracy of any such
numbers either as printed on the Notes or as contained in any notice of
redemption and reliance may be placed only on the other identification numbers
placed thereon.

      THE COMPANY WILL FURNISH TO ANY HOLDER OF NOTES UPON WRITTEN REQUEST AND
WITHOUT CHARGE TO THE HOLDER A COPY OF THE INDENTURE WHICH HAS IN IT THE TEXT OF
THIS NOTE.

                                      A-8
<PAGE>

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

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

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

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

_________________________________________________________________

Date: ________________ Your Signature: _____________________

_________________________________________________________________
Sign exactly as your name appears on the other side of this Note. Signature must
be guaranteed by a participant in a recognized signature guaranty medallion
program or other signature guarantor acceptable to the Trustee.

                                      A-9
<PAGE>

                SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The initial principal amount of this Global Note is $350,000,000. The following
increases or decreases in this Global Note have been made:

<TABLE>
<CAPTION>
                         Amount of decrease in        Amount of increase in
                          Principal Amount at          Principal Amount at        Principal Amount         Signature of
                        Maturity of this Global      Maturity of this Global     of Global Note at    Authorized Officer of
Date of Exchange                  Note                        Note                    Maturity         Trustee or Custodian
----------------        -----------------------      ------------------------    ------------------   ----------------------
<S>                     <C>                          <C>                         <C>                  <C>
</TABLE>

                                      A-10
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

      IF YOU WANT TO ELECT TO HAVE THIS NOTE PURCHASED BY THE COMPANY PURSUANT
TO SECTION 4.06 (ASSET DISPOSITION) OR 4.08 (CHANGE OF CONTROL) OF THE
INDENTURE, CHECK THE BOX:

                   ASSET DISPOSITION [ ] CHANGE OF CONTROL [ ]

      IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS NOTE PURCHASED BY THE
COMPANY PURSUANT TO SECTION 4.06 OR 4.08 OF THE INDENTURE, STATE THE AMOUNT
($100 OR AN INTEGRAL MULTIPLE THEREOF):

$

DATE: __________________ YOUR SIGNATURE: __________________
(SIGN EXACTLY AS YOUR NAME APPEARS
ON THE OTHER SIDE OF THE NOTE)

SIGNATURE
GUARANTEE:______________________________________________________________
SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY
MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR ACCEPTABLE TO THE TRUSTEE.

                                      A-11
<PAGE>

                                                                       EXHIBIT B

                         FORM OF SUPPLEMENTAL INDENTURE

      SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated as of
____________________, among [GUARANTOR] (the "New Guarantor"), a subsidiary of
Leap Wireless International, Inc., a Delaware corporation (the "Parent"),
Cricket Communications, Inc., a Delaware corporation (the "Company"), Parent, as
guarantor, the subsidiaries of the Company and the Parent listed on the
signature page to the Indenture, as guarantors (collectively with Parent, the
"Existing Guarantors") and Wells Fargo Bank, National Association, a national
banking association, as trustee under the indenture referred to below (the
"Trustee").

                              W I T N E S S E T H:

      WHEREAS the Company and the Existing Guarantors have heretofore executed
and delivered to the Trustee an Indenture (the "Indenture") dated as of August
16, 2004, providing for the issuance of 13% Senior Secured Pay-in-Kind Notes due
2011 (the "Notes");

      WHEREAS Section 4.11 of the Indenture provides that under certain
circumstances the Company is required to cause the New Guarantor to execute and
deliver to the Trustee a supplemental indenture pursuant to which the New
Guarantor shall unconditionally guarantee all the Company's obligations under
the Notes pursuant to a Guarantee on the terms and conditions set forth herein;
and

      WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the
Company and the Existing Guarantors are authorized to execute and deliver this
Supplemental Indenture;

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

      1. Agreement to Guarantee. The New Guarantor hereby agrees, jointly and
severally with all the Existing Guarantors, to unconditionally guarantee the
Company's obligations under the Notes on the terms and subject to the conditions
set forth in Article XI of the Indenture and to be bound by all other applicable
provisions of the Indenture and the Notes.

      2. Ratification of Indenture; Supplemental Indentures Part of Indenture.
Except as expressly amended hereby, the Indenture is in all respects ratified
and confirmed and all the terms, conditions and provisions thereof shall remain
in full force and effect. This Supplemental Indenture shall form a part of the
Indenture for all purposes, and every holder of Notes heretofore or hereafter
authenticated and delivered shall be bound hereby.

      3. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                                       B-1
<PAGE>

      4. Trustee Makes No Representation. The Trustee makes no representation as
to the validity or sufficiency of this Supplemental Indenture.

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

      6. Effect of Headings. The Section headings herein are for convenience
only and shall not effect the construction thereof.

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

                    [NEW GUARANTOR],

                    By: ________________________________________________________
                    Name:
                    Title:

                    CRICKET COMMUNICATIONS, INC.

                    By: ________________________________________________________
                    Name:
                    Title:

                    LEAP WIRELESS INTERNATIONAL, INC.

                    By: ________________________________________________________
                    Name:
                    Title:

                    [LIST EXISTING SUBSIDIARIES]

                    By: ________________________________________________________
                    Name:
                    Title:

                                      B-2