<PAGE>   1
                                                                    EXHIBIT 4.24


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





                           MCCAW INTERNATIONAL, LTD.,
                                   as Issuer


                                      and


                              THE BANK OF NEW YORK





                           _________________________

                                   Indenture

                           Dated as of March 6, 1997

                           _________________________


                       13% Senior Discount Notes due 2007




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

<PAGE>   2
                             CROSS-REFERENCE TABLE



<TABLE>
<CAPTION>
TIA Sections                                                    Indenture Sections
------------                                                     -----------------

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

Note:    The Cross-Reference Table shall not for any purpose be deemed to be a
         part of the Indenture.
<PAGE>   3
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                                              Page
                                                                                                                              ----
   <S>                                                                                                                         <C>
   RECITALS OF THE COMPANY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1

                                                                   ARTICLE ONE
                                                   DEFINITIONS AND INCORPORATION BY REFERENCE

   SECTION 1.01.  Definitions   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     2
   SECTION 1.02.  Incorporation by Reference of Trust Indenture Act   . . . . . . . . . . . . . . . . . . . . . . . . . . .    25
   SECTION 1.03.  Rules of Construction   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    25

                                                                   ARTICLE TWO
                                                                    THE NOTES

   SECTION 2.01.  Form and Dating   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    26
   SECTION 2.02.  Restrictive Legends   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    27
   SECTION 2.03.  Execution, Authentication and Denominations   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    30
   SECTION 2.04.  Registrar and Paying Agent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    30
   SECTION 2.05.  Paying Agent to Hold Money in Trust   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    31
   SECTION 2.06.  Transfer and Exchange   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    32
   SECTION 2.07.  Book-Entry Provisions for Global Notes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    33
   SECTION 2.08.  Special Transfer Provisions   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    34
   SECTION 2.09.  Replacement Notes   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    38
   SECTION 2.10.  Outstanding Notes   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    38
   SECTION 2.11.  Temporary Notes   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    39
   SECTION 2.12.  Cancellation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    39
   SECTION 2.13.  CUSIP Numbers   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    40
   SECTION 2.14.  Defaulted Interest  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    40
   SECTION 2.15.  Issuance of Additional Notes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    40

                                                                  ARTICLE THREE
                                                                   REDEMPTION

   SECTION 3.01.  Right of Redemption   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    40
   SECTION 3.02.  Notices to Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    41
   SECTION 3.03.  Selection of Notes to Be Redeemed   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    41
   SECTION 3.04.  Notice of Redemption  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    42
   SECTION 3.05.  Effect of Notice of Redemption  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    43
   SECTION 3.06.  Deposit of Redemption Price   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    43
   SECTION 3.07.  Payment of Notes Called for Redemption  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    43


</TABLE>



__________________________________

Note:    The Table of Contents shall not for any purposes be deemed to be a
         part of the Indenture.
<PAGE>   4
                                       ii

<TABLE>
   <S>            <C>                                                                                                         <C>
   SECTION 3.08.  Notes Redeemed in Part  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    43

                                                                  ARTICLE FOUR
                                                                    COVENANTS

   SECTION 4.01.  Payment of Notes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    44
   SECTION 4.02.  Maintenance of Office or Agency   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    44
   SECTION 4.03.  Limitation on Indebtedness  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    45
   SECTION 4.04.  Limitation on Restricted Payments   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    47
   SECTION 4.05.  Limitation on Dividend and Other Payment Restrictions Affecting
                            Restricted  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    50
   SECTION 4.06.  Limitation on the Issuance and Sale of Capital Stock of Restricted    . . . . . . . . . . . . . . . . . .    52
   SECTION 4.07.  Limitation on Issuances of Guarantees by Restricted Group Members   . . . . . . . . . . . . . . . . . . .    52
   SECTION 4.08.  Limitation on Transactions with Shareholders and Affiliates   . . . . . . . . . . . . . . . . . . . . . .    53
   SECTION 4.09.  Limitation on Liens   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    54
   SECTION 4.10.  Limitation on Asset Sales   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    55
   SECTION 4.11.  Repurchase of Notes upon a Change of Control  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    56
   SECTION 4.12.  Existence   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    57
   SECTION 4.13.  Payment of Taxes and Other Claims   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    57
   SECTION 4.14.  Maintenance of Properties and Insurance   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    57
   SECTION 4.15.  Notice of Defaults  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    58
   SECTION 4.16.  Compliance Certificates   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    58
   SECTION 4.17.  Commission Reports and Reports to Holders   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    59
   SECTION 4.18.  Waiver of Stay, Extension or Usury Laws   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    59
   SECTION 4.19.  Limitation on Sale-Leaseback Transactions   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    59
   SECTION 4.20.  Calculation of Original Issue Discount  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    60

                                                                  ARTICLE FIVE

                                                              SUCCESSOR CORPORATION

   SECTION 5.01.  When Company May Merge, Etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    60
   SECTION 5.02.  Successor Substituted   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    61

                                                                   ARTICLE SIX
                                                              DEFAULT AND REMEDIES

   SECTION 6.01.  Events of Default   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    62
   SECTION 6.02.  Acceleration  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    64
   SECTION 6.03.  Other Remedies  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    64
   SECTION 6.04.  Waiver of Past Defaults   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    64
   SECTION 6.05.  Control by Majority   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    65
</TABLE>
<PAGE>   5
                                      iii

<TABLE>
 <S>                                                                                                                          <C>
   SECTION 6.06.  Limitation on Suits   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    65
   SECTION 6.07.  Rights of Holders to Receive Payment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    66
   SECTION 6.08.  Collection Suit by Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    66
   SECTION 6.09.  Trustee May File Proofs of Claim  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    66
   SECTION 6.10.  Priorities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    67
   SECTION 6.11.  Undertaking for Costs   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    67
   SECTION 6.12.  Restoration of Rights and Remedies  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    67
   SECTION 6.13.  Rights and Remedies Cumulative  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    68
   SECTION 6.14.  Delay or Omission Not Waiver  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    68

                                                                  ARTICLE SEVEN
                                                                     TRUSTEE

   SECTION 7.01.  General   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    68
   SECTION 7.02.  Certain Rights of Trustee   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    68
   SECTION 7.03.  Individual Rights of Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    69
   SECTION 7.04.  Trustee's Disclaimer  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    70
   SECTION 7.05.  Notice of Default   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    70
   SECTION 7.06.  Reports by Trustee to Holders   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    70
   SECTION 7.07.  Compensation and Indemnity  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    70
   SECTION 7.08.  Replacement of Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    71
   SECTION 7.09.  Successor Trustee by Merger, Etc.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    72
   SECTION 7.10.  Eligibility   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    72
   SECTION 7.11.  Money Held in Trust   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    72
   SECTION 7.12.  Withholding Taxes   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    72

                                                                  ARTICLE EIGHT
                                                             DISCHARGE OF INDENTURE

   SECTION 8.01.  Termination of Company's Obligations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    73
   SECTION 8.02.  Defeasance and Discharge of Indenture   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    74
   SECTION 8.03.  Defeasance of Certain Obligations   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    76
   SECTION 8.04.  Application of Trust Money  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    78
   SECTION 8.05.  Repayment to Company  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    78
   SECTION 8.06.  Reinstatement   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    78

                                                                  ARTICLE NINE
                                                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

   SECTION 9.01.  Without Consent of Holders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    79
   SECTION 9.02.  With Consent of Holders   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    79
   SECTION 9.03.  Revocation and Effect of Consent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    81
</TABLE>
<PAGE>   6
                                       iv

<TABLE>
<S>                                                                                                                            <C>
   SECTION 9.04.  Notation on or Exchange of Notes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     81
   SECTION 9.05.  Trustee to Sign Amendments, Etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     82
   SECTION 9.06.  Conformity with Trust Indenture Act   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     82

                                                                   ARTICLE TEN
                                                                  MISCELLANEOUS

   SECTION 10.01.  Trust Indenture Act of 1939  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     82
   SECTION 10.02.  Notices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     82
   SECTION 10.03.  Certificate and Opinion as to Conditions Precedent   . . . . . . . . . . . . . . . . . . . . . . . . . .     83
   SECTION 10.04.  Statements Required in Certificate or Opinion  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     83
   SECTION 10.05.  Rules by Trustee, Paying Agent or Registrar  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     84
   SECTION 10.06.  Payment Date Other Than a Business Day   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     84
   SECTION 10.07.  Governing Law  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     84
   SECTION 10.08.  No Adverse Interpretation of Other Agreements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     84
   SECTION 10.09.  No Recourse Against Others   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     85
   SECTION 10.10.  Successors   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     85
   SECTION 10.11.  Duplicate Originals  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     85
   SECTION 10.12.  Separability   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     85
   SECTION 10.13.  Table of Contents, Headings, Etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     85
   SECTION 10.14.  Right of First Opportunity Agreement.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     85

EXHIBIT A        Form of Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    A-1
EXHIBIT B        Form of Certificate  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    B-1
EXHIBIT C        Form of Certificate to be Delivered in Connection with
                   Transfers to Non-QIB Accredited Investors  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    C-1
EXHIBIT D        Form of Certificate to be Delivered in Connection with
                   Transfers Pursuant to Regulation S . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    D-1
</TABLE>
<PAGE>   7
                 INDENTURE, dated as of March 6, 1997, between MCCAW
INTERNATIONAL, LTD., a Washington corporation, (the "Company"), and THE BANK OF
NEW YORK, a New York banking corporation, (the "Trustee").

                            RECITALS OF THE COMPANY

                 The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance initially of up to $951,463,000
aggregate principal amount at maturity of the Company's 13% Senior Discount
Notes due 2007 (the "Notes") issuable as provided in this Indenture.  Pursuant
to the terms of a Placement Agreement dated  March 3, 1997 between the Company
and Morgan Stanley & Co. Incorporated, as manager, for itself and the other
placement agents named therein (the "Placement Agreement"), the Company has
agreed to issue and sell 951,463 units (the "Units"), each Unit consisting of
one Note and one warrant ("Warrant") to purchase 0.10616 shares of common
stock, without par value, of the Company (the "McCaw Common Stock").  The Notes
and the Warrants included in each Unit will become separately transferable at
the close of business upon the earlier to occur of (i) the date that is six
months after the Closing Date, (ii) the commencement of an exchange offer with
respect to the Notes undertaken pursuant to the Registration Rights Agreement,
(iii) the effectiveness of a shelf registration statement with respect to
resales of the Notes and (iv) the commencement of an Offer to Purchase (the
"Separation Date").  All things necessary to make this Indenture a valid
agreement of the Company, in accordance with its terms, have been done, and the
Company has done all things necessary to make the Notes, when executed by the
Company and authenticated and delivered by the Trustee hereunder and duly
issued by the Company, the valid obligations of the Company as hereinafter
provided.

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

                     AND THIS INDENTURE FURTHER WITNESSETH

                 For and in consideration of the premises and the purchase of
the Notes by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders, as follows.
<PAGE>   8
                                       2



                                  ARTICLE ONE
                   DEFINITIONS AND INCORPORATION BY REFERENCE

                 SECTION 1.01.  Definitions.


         "Accreted Value" is defined to mean, for any Specified Date, the
amount calculated pursuant to (i), (ii), (iii) or (iv) for each $1,000
principal amount at maturity of Notes:

                 (i)      if the Specified Date occurs on one or more of the
         following dates (each a "Semi-Annual Accrual Date"), the Accreted
         Value will equal the amount set forth below for such Semi-Annual
         Accrual Date:

<TABLE>
<CAPTION>
                              SEMI-ANNUAL                        ACCRETED
                             ACCRUAL DATE                          VALUE
                              <S>                                <C>
                              October 15, 1997                   $   567.35
                              April 15, 1998                     $   604.23

                              October 15, 1998                   $   643.51
                              April 15, 1999                     $   685.33
                              October 15, 1999                   $   729.88
                              April 15, 2000                     $   777.32
                              October 15, 2000                   $   827.85

                              April 15, 2001                     $   881.66
                              October 15, 2001                   $   938.97
                              April 15, 2002                     $1,000.00

</TABLE>
                 (ii)     if the Specified Date occurs before the first
         Semi-Annual Accrual Date, the Accreted Value will equal the sum of (a)
         $525.51 and (b) an amount equal to the product of (1) the Accreted
         Value for the first Semi-Annual Accrual Date less $525.51 multiplied
         by (2) a fraction, the numerator of which is the number of days from
         the issue date of the Notes to the Specified Date, using a 360-day
         year of twelve 30-day months, and the denominator of which is the
         number of days elapsed from the issue date of the Notes to the first
         Semi-Annual Accrual Date, using a 360-day year of twelve 30-day
         months;

                 (iii)    if the Specified Date occurs between two Semi-Annual
         Accrual Dates, the Accreted Value will equal the sum of (a) the
         Accreted Value for the Semi-Annual Accrual Date immediately preceding
         such Specified Date and (b) an amount equal to the product of (1) the
         Accreted Value for the immediately following Semi-Annual Accrual Date
         less the Accreted Value for the immediately preceding Semi-Annual
         Accrual Date multiplied by (2) a fraction, the numerator of which is
         the number of days from the immediately preceding Semi-Annual Accrual
         Date to the Specified Date,
<PAGE>   9
                                       3


         using a 360-day year of twelve 30-day months, and the denominator of
         which is 180; or

                 (iv)     if the Specified Date occurs after the last
          Semi-Annual Accrual Date, the Accreted Value will equal $1,000.

         "Acquired Indebtedness" means Indebtedness of a Person existing at the
time such Person becomes a Restricted Group Member or assumed in connection
with an Asset Acquisition by a Restricted Group Member and not Incurred in
connection with, or in anticipation of, such Person becoming a Restricted Group
Member or such Asset Acquisition; provided that Indebtedness of such Person
which is redeemed, defeased, retired or otherwise repaid at the time of or
immediately upon consummation of the transactions by which such Person becomes
a Restricted Group Member or such Asset Acquisition shall not be Acquired
Indebtedness.

         "Adjusted Consolidated Net Income" means, for any period, the
aggregate net income (or loss) of the Company and its Restricted Group Members
for such period determined in conformity with GAAP; provided that the following
items shall be excluded in computing Adjusted Consolidated Net Income (without
duplication): (i) the net income (or loss) of any Unrestricted Subsidiary or
Unrestricted Affiliate, except (x) with respect to net income, to the extent of
the amount of dividends or other distributions actually paid to the Company or
any Restricted Group Member by such Unrestricted Subsidiary or Unrestricted
Affiliate during such period, and (y) with respect to net losses, to the extent
of the amount of cash contributed by the Company or any Restricted Group Member
to such Unrestricted Subsidiary or Unrestricted Affiliate during such period;
(ii) solely for the purposes of calculating the amount of Restricted Payments
that may be made pursuant to clause (C) of the first paragraph of Section 4.04
(and in such case, except to the extent includable pursuant to clause (i)
above), the net income (or loss) of any Person accrued prior to the date it
becomes a Restricted Group Member or is merged into or consolidated with the
Company or any Restricted Group Member or all or substantially all of the
property and assets of such Person are acquired by the Company or any
Restricted Group Member; (iii) the net income of any Restricted Group Member to
the extent that the declaration or payment of dividends or similar
distributions by such Restricted Group Member of such net income is not at the
time permitted by the operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to such Restricted Group Member; provided, in the case of
restrictions imposed in connection with outstanding Indebtedness, that the
amount of net income excluded during any period shall not exceed the aggregate
amount of such Indebtedness that would need to be repaid to enable such
Restricted Group Member to declare and pay dividends or similar distributions
of such net income; (iv) any gains or losses (on an after-tax basis)
attributable to Asset Sales; (v) except for purposes of calculating the amount
of Restricted Payments that may be made pursuant to clause (C) of the first
paragraph of Section 4.04, any amount paid or accrued as dividends on Preferred
Stock of the Company
<PAGE>   10
                                       4

or any Restricted Group Member owned by Persons other than the Company and any
Restricted Group Member; (vi) all extraordinary gains and extraordinary losses;
and (vii) to the extent not otherwise excluded in accordance with GAAP, the net
income (or loss) of any Restricted Group Member in an amount that corresponds
to the percentage ownership interest in the income of such Restricted Group
Member not owned on the last day of such period, directly or indirectly, by the
Company.

         "Adjusted Consolidated Net Tangible Assets" means the total amount of
assets of the Company and its Restricted Group Members (less applicable
depreciation, amortization and other valuation reserves), except to the extent
resulting from write-ups of capital assets (excluding write-ups in connection
with accounting for acquisitions in conformity with GAAP), after deducting
therefrom (i) all current liabilities of the Company and its Restricted Group
Members (excluding intercompany items) and (ii) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and other like
intangibles other than radio frequency licenses, all as set forth on the most
recent quarterly or annual consolidated balance sheet of the Company and its
Restricted Group Members, prepared in conformity with GAAP and filed with the
Commission pursuant to Section 4.17; provided that Adjusted Consolidated Net
Tangible Assets shall be reduced (to the extent not otherwise reduced in
accordance with GAAP) by an amount that corresponds to the percentage ownership
interest in the assets of each Restricted Group Member not owned on the date of
determination, directly or indirectly, by the Company.

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

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

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

         "Asset Acquisition" means (i) an investment by the Company or any
Restricted Group Member in any other Person pursuant to which such Person shall
become a Restricted Group Member or shall be merged into or consolidated with
the Company or any Restricted Group Member; provided that such Person's primary
business is related, ancillary or complementary to the businesses of the
Company and its Restricted Group Members on the date of such investment or (ii)
an acquisition by the Company or any Restricted Group Member of the property
and assets of any Person other than the Company or any Restricted Group Member
that constitute substantially all of a division or line of business of such
Person; provided that
<PAGE>   11
                                       5


the property and assets acquired are related, ancillary or complementary to the
businesses of the Company and its Restricted Group Members on the date of such
acquisition.

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

         "Asset Sale" means any sale, transfer or other disposition (including
by way of merger, consolidation or sale-leaseback transaction) in one
transaction or a series of related transactions by the Company or any
Restricted Group Member to any Person other than the Company or any Restricted
Group Member of (i) all or any of the Capital Stock of any Restricted Group
Member, (ii) all or substantially all of the property and assets of an
operating unit or business of the Company or any Restricted Group Member or
(iii) any other property and assets of the Company or any Restricted Group
Member outside the ordinary course of business of the Company or such
Restricted Group Member and, in the case of any of the foregoing clauses (i)
through (iii), that is not governed by the provisions of Article Five; provided
that "Asset Sale" shall not include (a) sales or other dispositions of
inventory, receivables and other current assets, (b) sales or other
dispositions of assets for consideration at least equal to the fair market
value of the assets sold or disposed of, provided that the consideration
received would satisfy clause (B) of Section 4.10, (c) sales or other
dispositions of obsolete equipment, (d) sales or other dispositions of the
Capital Stock of an Unrestricted Subsidiary or an Unrestricted Affiliate or (e)
sales or other distributions of assets with a fair market value (as certified
in an officers' certificate) not in excess of $1 million.

         "Average Life" means, at any date of determination with respect to any
debt security, the quotient obtained by dividing (i) the sum of the products of
(a) the number of years from such date of determination to the dates of each
successive scheduled principal payment of such debt security 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 of the Company or
any committee of such Board of Directors duly authorized to act under this
Indenture.

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

         "Business Day" means any day except a Saturday, Sunday or other day on
which commercial banks in The City of New York, or in the city of the Corporate
Trust Office of the Trustee, are authorized by law to close.
<PAGE>   12
                                       6


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

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

         "Change of Control" means such time as (i) (a) prior to the occurrence
of a Public Market, a "person" or "group" (within the meaning of Section 13(d)
or 14(d)(2) of the Exchange Act) becomes the ultimate "beneficial owner" (as
defined in Rule 13d-3 of the Exchange Act) of Voting Stock representing a
greater percentage of the total voting power of the Voting Stock of the
Company, on a fully diluted basis, than is held by the Existing Stockholders
and their Affiliates on such date and (b) after the occurrence of a Public
Market, a "person" or "group" (within the meaning of Sections 13(d) and
14(d)(2) of the Exchange Act) becomes the ultimate "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act) of more than 35% of the total
voting power of the Voting Stock of the Company on a fully diluted basis and
such ownership is greater than the amount of voting power of the Voting Stock,
on a fully diluted basis, held by the Existing Stockholders and their
Affiliates on such date; or (ii) individuals who on the Closing Date constitute
the Board of Directors (together with any new directors whose election by the
Board of Directors or whose nomination for election by the Company's
stockholders was approved by a vote of at least two-thirds of the members of
the Board of Directors then in office who either were members of the Board of
Directors on the Closing Date or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
members of the Board of Directors then in office.

         "Closing Date" means the date on which the Notes are originally issued
under this Indenture.

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

         "Common Stock" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated, whether
voting or non-voting) of such Person's common stock, whether now outstanding or
issued after the date of this Indenture, including, without limitation, all
series and classes of such common stock.
<PAGE>   13
                                       7


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

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

         "Consolidated EBITDA" means, for any period, the sum of the amounts
for such period of (i) Adjusted Consolidated Net Income, (ii) Consolidated
Interest Expense, to the extent such amount was deducted in calculating
Adjusted Consolidated Net Income, (iii) income taxes, to the extent such amount
was deducted in calculating Adjusted Consolidated Net Income (other than income
taxes (either positive or negative) attributable to extraordinary and
non-recurring gains or losses or sales of assets), (iv) depreciation expense as
determined in conformity with GAAP, to the extent such amount was deducted in
calculating Adjusted Consolidated Net Income, (v) amortization expense as
determined in conformity with GAAP, to the extent such amount was deducted in
calculating Adjusted Consolidated Net Income, and (vi) all other non-cash items
to the extent reducing Adjusted Consolidated Net Income (other than items that
will require cash payments and for which an accrual or reserve is, or is
required by GAAP to be, made), less all non-cash items to the extent increasing
Adjusted Consolidated Net Income, as determined in conformity with GAAP.

         "Consolidated Interest Expense" means, for any period, the aggregate
amount of interest in respect of Indebtedness (including, without limitation,
amortization of original issue discount on any Indebtedness and the interest
portion of any deferred payment obligation, calculated in accordance with the
effective interest method of accounting; all commissions, discounts and other
fees and charges owed with respect to letters of credit and bankers' acceptance
financing; the net costs associated with Interest Rate Agreements; and interest
in respect of any Indebtedness that is Guaranteed or secured by the Company or
any Restricted Group Member) and all but the principal component of rentals in
respect of Capitalized Lease Obligations paid, accrued or scheduled to be paid
or to be accrued by the Company and its Restricted Group Members during such
period; excluding, however, (i) any amount of such interest of any Restricted
Group Member if the net income of such Restricted Group Member is excluded in
the calculation of Adjusted Consolidated Net Income pursuant to clause (iii) or
(vii) of the definition thereof (but only in the same proportion as the net
income of such Restricted Group Member is excluded from the calculation of
Adjusted Consolidated Net Income pursuant to clause (iii) or (vii) of the
definition thereof) and (ii) any premiums, fees and expenses (and any
amortization thereof) payable in connection with the offering of the
<PAGE>   14
                                       8

Notes, all as determined (without taking into account Unrestricted Subsidiaries
or Unrestricted Affiliates) in conformity with GAAP.

         "Consolidated Leverage Ratio" means, on any Transaction Date, the
ratio of (i) the aggregate amount (determined as set forth in the definition of
"Indebtedness") of Indebtedness of the Company and its Restricted Group Members
as at such Transaction Date to (ii) the aggregate amount of Consolidated EBITDA
for the latest fiscal quarter for which financial statements of the Company
have been filed with the Commission pursuant to Section 4.17 (such fiscal
quarter being the "One Quarter Period"), multiplied by four; provided that (A)
pro forma effect shall be given to (x) any Indebtedness Incurred from the
beginning of the One Quarter Period through the Transaction Date (the
"Reference Period"), to the extent such Indebtedness is outstanding on the
Transaction Date and (y) any Indebtedness that was outstanding during such
Reference Period but that is not outstanding or is to be repaid on the
Transaction Date; (B) pro forma effect shall be given to Asset Dispositions and
Asset Acquisitions (including giving pro forma effect to the application of
proceeds of any Asset Disposition) that occur during such Reference Period, as
if they had occurred and such proceeds had been applied on the first day of
such Reference Period; and (C) pro forma effect shall be given to asset
dispositions and asset acquisitions (including giving pro forma effect to the
application of proceeds of any asset disposition) that have been made by any
Person that has become a Restricted Group Member or has been merged with or
into the Company or any Restricted Group Member during such Reference Period
and that would have constituted Asset Dispositions or Asset Acquisitions had
such transactions occurred when such Person was a Restricted Group Member as if
such asset dispositions or asset acquisitions were Asset Dispositions or Asset
Acquisitions that occurred on the first day of such Reference Period; provided
that to the extent that clause (B) or (C) of this sentence requires that pro
forma effect be given to an Asset Acquisition or Asset Disposition, such pro
forma calculation shall be based upon the full fiscal quarter immediately
preceding the Transaction Date of the Person, or division or line of business
of the Person, that is acquired or disposed of for which financial information
is available, multiplied by four.

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

         "Corporate Trust Office" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office
<PAGE>   15
                                       9


is, at the date of this Indenture, located at 101 Barclay Street, 21 West, New
York, New York 10286, Attention:  Corporate Trust Administration.

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

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

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

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

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

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

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

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

         "fair market value" means the price that would be paid in an
arm's-length transaction between an informed and willing seller under no
compulsion to sell and an informed and willing buyer under no compulsion to
buy, as determined in good faith by the Board of Directors, whose determination
shall be conclusive if evidenced by a Board Resolution; provided that for
purposes of clause (viii) of the second paragraph of Section 4.03, (x) the fair
market value of any security registered under the Exchange Act shall be the
average of the closing prices, regular way, of such security for the 20
consecutive trading days immediately preceding the capital contribution or sale
of Capital Stock and (y) in the event the aggregate fair market value of any
other property received by the Company exceeds $10 million, the fair market
value of such property shall be determined by a nationally recognized
investment banking firm and set forth in their written opinion which shall be
delivered to the Trustee.

         "GAAP" means generally accepted accounting principles in the United
States of America as in effect as of the Closing Date, including, without
limitation, those set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as approved by
a
<PAGE>   16
                                       10


significant segment of the accounting profession. Except as specifically
provided, all ratios and computations contained or referred to in this
Indenture shall be computed in conformity with GAAP applied on a consistent
basis, except that calculations made for purposes of determining compliance
with the terms of the covenants and with other provisions of this Indenture
shall be made without giving effect to the amortization of any expenses
incurred in connection with the offering of the Notes.

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

         "Guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness of any other Person
and, without limiting the generality of the foregoing, any obligation, direct
or indirect, contingent or otherwise, of such Person (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 such Person's 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 of
the payment thereof or to protect such obligee against loss in respect thereof
(in whole or in part); provided that the term "Guarantee" shall not include
endorsements for collection or deposit in the ordinary course of business. The
term "Guarantee" used as a verb has a corresponding meaning.

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

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

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

         "Indebtedness" means, with respect to any Person at any date of
determination (without duplication), (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, but excluding obligations
(including reimbursement obligations) with respect to (x) letters of credit
(including trade letters of credit) securing obligations (other than
obligations described in (i) or (ii) above or (v), (vi) or (vii) below) entered
into in the ordinary course of business of such Person to the extent such
<PAGE>   17
                                       11


letters of credit are not drawn upon or, if drawn upon, to the extent such
drawing is reimbursed no later than the third Business Day following receipt by
such Person of a demand for reimbursement and (y) letters of credit secured by
cash collateral, to the extent secured thereby), (iv) all obligations of such
Person to pay the deferred and unpaid purchase price of property or services,
which purchase price is due more than six months after the date of placing such
property in service or taking delivery and title thereto or the completion of
such services, except Trade Payables, (v) all obligations of such Person as
lessee under Capitalized Leases, (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 and (viii) to the extent not otherwise included in
this definition, obligations under Currency Agreements and Interest Rate
Agreements. The amount of Indebtedness of any Person at any date shall be the
outstanding balance at such date of all unconditional obligations as described
above and, with respect to contingent obligations, the maximum liability upon
the occurrence of the contingency giving rise to the obligation, provided (A)
that the amount outstanding at any time of any Indebtedness issued with
original issue discount is the face amount of such Indebtedness less the
unamortized portion of the original issue discount of such Indebtedness at the
time of its issuance as determined in conformity with GAAP, (B) that the amount
of Indebtedness at any time of any Restricted Group Member shall be reduced by
an amount that corresponds to the percentage ownership interest in the assets
of such Restricted Group Member not owned on the date of determination,
directly or indirectly, by the Company, (C) money borrowed at the time of the
Incurrence of any Indebtedness in order to pre-fund the payment of interest on
such Indebtedness shall be deemed not to be "Indebtedness" and (D) that
Indebtedness shall not include any liability for federal, state, local or other
taxes.

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

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

         "Interest Payment Date" means each semiannual interest payment date on
April 15 and October 15, of each year, commencing October 15, 2002.

         "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.
<PAGE>   18
                                       12


         "Investment" in any Person means any direct or indirect advance, loan
or other extension of credit (including, without limitation, by way of
Guarantee or similar arrangement; but excluding advances to customers in the
ordinary course of business that are, in conformity with GAAP, recorded as
accounts receivable on the balance sheet of the Company or its Restricted Group
Members) or capital contribution to (by means of any transfer of cash or other
property to others or any payment for property or services for the account or
use of others), or any purchase or acquisition of Capital Stock, bonds, notes,
debentures or other similar instruments issued by, such Person and shall
include (i) the designation of a Restricted Subsidiary of the Company as an
Unrestricted Subsidiary, (ii) the designation of a Restricted Affiliate as an
Unrestricted Affiliate and (iii) the fair market value of the Capital Stock (or
any other Investment), held by the Company or any Restricted Group Member, of
(or in) any Person that has ceased to be a Restricted Group Member, including
without limitation, by reason of any transaction permitted by clause (iii) of
Section 4.06 or an Investment ceasing to be a Permitted Investment pursuant to
clause (ii)(y) of the definition of "Permitted Investment"; provided that the
fair market value of the Investment remaining in any Person that has ceased to
be a Restricted Group Member shall not exceed (x) the value of the aggregate
amount of Investments previously made in such Person valued at the time such
Investments were made less (y) the net reduction of such Investments. For
purposes of the definition of "Unrestricted Affiliate" and "Unrestricted
Subsidiary" and Section 4.04, (i) "Investment" shall include the fair market
value of the assets (net of liabilities (other than liabilities to the Company
or any of its Subsidiaries)) of any Restricted Group Member at the time that
such Restricted Group Member is designated an Unrestricted Subsidiary or
Unrestricted Affiliate, (ii) the fair market value of the assets (net of
liabilities (other than liabilities to the Company or any of its Subsidiaries))
of any Unrestricted Subsidiary or Unrestricted Affiliate at the time that such
Unrestricted Subsidiary or Unrestricted Affiliate is designated a Restricted
Subsidiary or Restricted Affiliate shall be considered a reduction in
outstanding Investments and (iii) any property transferred to or from an
Unrestricted Subsidiary or Unrestricted Affiliate shall be valued at its fair
market value at the time of such transfer; provided that the amount of any
Investment made by a Restricted Group Member shall be reduced by an amount that
corresponds to the percentage ownership interest in the assets of such
Restricted Group Member not owned on the date of determination, directly or
indirectly, by the Company.

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

         "Lien" means any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including, without limitation, any conditional sale
or other title retention agreement or lease in the nature thereof or any
agreement to give any security interest); provided that the amount of assets of
a Restricted Group Member subject to a Lien shall be reduced by an amount that
corresponds to the percentage ownership interest in the assets of such
Restricted
<PAGE>   19
                                       13


Group Member not owned on the date of determination, directly or indirectly, by
the Company.

         "McCaw Common Stock" has the meaning specified in the recitals to this
Indenture.

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

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

         "Motorola Credit Agreement" means any credit agreement, loan or other
similar agreement entered into pursuant to the Motorola Vendor Financing
Template Memorandum of Understanding, together with all other agreements,
instruments and documents executed or delivered pursuant thereto or in
connection therewith, as such agreements, instruments or documents may be
amended, supplemented, extended, renewed, replaced or otherwise modified from
time to time.

         "Net Cash Proceeds" means, (a) with respect to any Asset Sale, the
proceeds of such Asset Sale in the form of cash or cash equivalents, including
payments in respect of deferred payment obligations (to the extent
corresponding to the principal, but not interest, component thereof) when
received in the form of cash or cash equivalents (except to the extent such
obligations are financed or sold with recourse to the Company or any Restricted
Group Member) and proceeds from the conversion of other property received when
converted to cash or cash equivalents, net of (i) brokerage commissions and
other fees and expenses (including fees and expenses of counsel and investment
bankers) related to such Asset Sale, (ii) provisions for all taxes (whether or
not such taxes will actually be paid or are payable) as a result of such Asset
Sale without regard to the consolidated results of operations of the Company
and its Restricted Group Members, taken as a whole, (iii) payments made to
repay Indebtedness or any other obligation outstanding at the time of such
Asset Sale that either (A) is secured by a Lien on the property or assets sold
or (B) is required to be paid as a result of such sale and (iv) appropriate
amounts to be provided by the Company or any Restricted Group Member as a
reserve against any liabilities associated with such Asset Sale, including,
without limitation, pension and other post-employment benefit liabilities,
liabilities related to environmental matters and liabilities under any
indemnification obligations associated with such Asset Sale, all as determined
in conformity with GAAP; provided that with respect to any Asset Sale by a
Restricted Group Member, Net Cash Proceeds shall be reduced by an amount that
corresponds to the percentage ownership interest in the assets of such
Restricted Group Member not owned on the date of such Asset Sale, directly or
indirectly, by the Company; and (b) with respect to any capital contribution or
issuance or sale of Capital Stock, the proceeds of such capital contribution or
issuance or sale in the form of cash or cash equivalents, including payments in
respect of deferred payment obligations (to the extent
<PAGE>   20
                                       14

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

         "Nextel" means Nextel Communications, Inc.

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

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

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

         "Offer to Purchase" means an offer to purchase Notes by the Company
from the Holders commenced by mailing a notice to the Trustee and each Holder
stating: (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 (or amortize original issue discount, as the case may be)
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 amortize original issue discount,
as the case may be) 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)
<PAGE>   21
                                       15

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

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

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

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

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

         "Offshore Notes Exchange Date" has the meaning provided in Section
2.01.

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

         "Overhead Services Agreement" means the Overhead Services Agreement,
to be dated as of the Closing Date, between the Company and Nextel.
<PAGE>   22
                                       16


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

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

         "Permitted Investment" means (i) an Investment in the Company or a
Restricted Subsidiary of the Company or a Person which will, upon the making of
such Investment, become a Restricted Subsidiary of the Company or be merged or
consolidated with or into or transfer or convey all or substantially all its
assets to, the Company or a Restricted Subsidiary of the Company; provided that
such Person's primary business is related, ancillary or complementary to the
businesses of the Company and its Restricted Subsidiaries on the date of such
Investment; (ii) an Investment by the Company or a Restricted Group Member in a
Restricted Affiliate or a Person which will, upon the making of such
Investment, become a Restricted Affiliate or be merged or consolidated with or
into or transfer or convey all or substantially all its assets to, a Restricted
Affiliate; provided that (x) such Person's primary business is related,
ancillary or complementary to the businesses of the Company and its Restricted
Group Members on the date of such Investment and (y) any such Investment shall
cease to be a Permitted Investment in the event such Restricted Affiliate shall
cease to be a Restricted Affiliate or shall cease to observe any of the
provisions of the covenants that are applicable to such Restricted Affiliate,
provided that in the event such Restricted Affiliate ceases to be a Restricted
Affiliate or such Restricted Affiliate ceases to observe any of the provisions
of the covenants applicable to it solely as a result of circumstances,
developments or conditions beyond the control of the Company (such failure to
be a Restricted Affiliate or failure to observe a covenant as a result of any
such circumstance, development or condition, being an "Involuntary Event") any
such Investment previously made in such Restricted Affiliate will not cease to
be a Permitted Investment unless such Involuntary Event continues for 90 days;
(iii) an Investment by a Restricted Affiliate in a Restricted Subsidiary of
such Restricted Affiliate or a Person which will, upon the making of such
Investment, become a Restricted Subsidiary of such Restricted Affiliate or be
merged or consolidated with or into or transfer or convey all or substantially
all its assets to, such Restricted Affiliate or a Restricted Subsidiary of such
Restricted Affiliate; provided that such Person's primary business is related,
ancillary or complementary to the businesses of the Company and its Restricted
Group Members on the date of such Investment; (iv) Temporary Cash Investments;
(v) payroll, travel and similar advances to cover matters that are expected at
the time of such advances ultimately to be treated as expenses in accordance
with GAAP; and (vi) stock, obligations or securities received in satisfaction
of judgments or as part of or in connection with the bankruptcy, winding up or
liquidation of a Person, except if such stock, obligations or securities are
received in consideration for an Investment made in such Person in connection
with or anticipation of such bankruptcy, winding up or liquidation.
<PAGE>   23
                                       17


         "Permitted Liens" means (i) Liens for taxes, assessments, governmental
charges or claims that are being contested in good faith by appropriate legal
proceedings promptly instituted and diligently conducted and for which a
reserve or other appropriate provision, if any, as shall be required in
conformity with GAAP shall have been made; (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 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 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 Company or any Restricted
Group Member; (vi) Liens (including extensions and renewals thereof) upon real
or personal property acquired after the Closing Date; provided that (a) such
Lien is created solely for the purpose of securing Indebtedness Incurred, in
accordance with Section 4.03, (1) to finance the cost (including the cost of
design, development, construction, improvement, installation or integration) of
the item of property or assets subject thereto and such Lien 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 (2) to refinance any Indebtedness previously so secured, (b) the
principal amount of the Indebtedness secured by such Lien does not exceed 100%
of such cost and (c) any such Lien shall not extend to or cover any property or
assets other than such item of property or assets and any improvements on such
item; (vii) leases or subleases granted to others that do not materially
interfere with the ordinary course of business of the Company and its
Restricted Group Members, taken as a whole; (viii) Liens encumbering property
or assets under construction arising from progress or partial payments by a
customer of the Company or its Restricted Group Members relating to such
property or assets; (ix) any interest or title of a lessor in the property
subject to any Capitalized Lease or operating lease; (x) Liens arising from
filing Uniform Commercial Code financing statements (or substantially
equivalent filings outside the United States) regarding leases; (xi) Liens on
property of, or on shares of Capital Stock or Indebtedness of, any Person
existing at the time such Person becomes, or becomes a part of, any Restricted
Group Member; provided that such Liens do not extend to or cover any property
or assets of the Company or any Restricted Group Member other than the property
or assets acquired; (xii) Liens in favor of the Company or any Restricted Group
Member; (xiii) Liens arising from the rendering of a final judgment or order
against the Company or any Restricted Group Member that does not give rise to
an Event of Default; (xiv) Liens securing reimbursement obligations
<PAGE>   24
                                       18

with respect to letters of credit that encumber documents and other property
relating to such letters of credit and the products and proceeds thereof; (xv)
Liens in favor of customs and revenue authorities arising as a matter of law to
secure payment of customs duties in connection with the importation of goods;
(xvi) Liens encumbering customary initial deposits and margin deposits, and
other Liens that are either within the general parameters customary in the
industry and incurred in the ordinary course of business, in each case,
securing Indebtedness under Interest Rate Agreements and Currency Agreements
and forward contracts, options, future contracts, futures options or similar
agreements or arrangements designed solely to protect the Company or any of its
Restricted Group Members from fluctuations in interest rates, currencies or the
price of commodities; (xvii) Liens arising out of conditional sale, title
retention, consignment or similar arrangements for the sale of goods entered
into by the Company or any Restricted Group Member in the ordinary course of
business in accordance with the past practices of the Company and its
Restricted Group Members prior to the Closing Date; (xviii) Liens on or sales
of receivables; (xix) Liens on the Capital Stock of Unrestricted Subsidiaries
and Unrestricted Affiliates; and (xx) Liens securing Indebtedness in an amount
not to exceed at any one time outstanding 10% of Adjusted Consolidated Net
Tangible Assets.

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

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

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

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

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

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

         A "Public Market" shall be deemed to exist if (i) a Public Equity
Offering has been consummated and (ii) at least 15% of the total issued and
outstanding Common Stock of the
<PAGE>   25
                                       19

Company has been distributed by means of an effective registration statement
under the Securities Act or sales pursuant to Rule 144 under the Securities
Act.

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

         "Redeemable Stock" means any class or series of Capital Stock of any
Person that by its terms or otherwise is (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 Redeemable Stock but for provisions
thereof giving holders thereof the right to require such Person to repurchase
or redeem such Capital Stock upon the occurrence of an "asset sale" or "change
of control" occurring prior to the Stated Maturity of the Notes shall not
constitute Redeemable Stock if the "asset sale" or "change of control"
provisions applicable to such Capital Stock are no more favorable to the
holders of such Capital Stock than the provisions contained in Section 4.10 and
Section 4.11 and such Capital Stock specifically provides that such Person will
not repurchase or redeem any such stock pursuant to such provision prior to the
Company's repurchase of such Notes as are required to be repurchased pursuant
to Section 4.10 and Section 4.11.

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

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

         "Registrar" has the meaning provided in Section 2.04.

         "Registration" has the meaning provided in Section 4.17.

         "Registration Rights Agreement" means the Registration Rights
Agreement, dated March 3, 1997, among the Company and Morgan Stanley & Co.
Incorporated, Chase Securities Inc., Lehman Brothers Inc. and NatWest Capital
Markets Limited and certain permitted assigns specified therein.

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

         "Regular Record Date" for the interest payable on any Interest Payment
Date means the April 1 or October 1 (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date.
<PAGE>   26
                                       20


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

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

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

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

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

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

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

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

         "Separation Date" has the meaning specified in the recitals to this
Indenture.

         "Shelf Registration Statement" means the Shelf Registration Statement
as defined in the Registration Rights Agreement.
<PAGE>   27
                                       21

         "Significant Group Member" means, at any date of determination, any
Restricted Group Member that, together with its Restricted Subsidiaries and
Restricted Affiliates, (i) for the most recent fiscal year of the Company,
accounted for more than 10% of the consolidated revenues of the Company and its
Restricted Group Members or (ii) as of the end of such fiscal year, was the
owner of more than 10% of the consolidated assets of the Company and its
Restricted Group Members, all as set forth on the most recently available
consolidated financial statements of the Company for such fiscal year.

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

         "Specified Date" means any Redemption Date, any Change of Control
Payment Date, Excess Proceeds Payment Date or any date on which the Notes first
become due and payable after an Event of Default.

         "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 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, (ii) time deposit accounts, certificates of
deposit and money market deposits maturing within 180 days of the date of
acquisition thereof issued by a bank or trust company which is organized under
the laws of the United States of America, any state thereof or any foreign
country recognized by the United States, and which bank or trust company has
capital, surplus and undivided profits aggregating in excess of $50 million (or
the foreign currency equivalent thereof) and has outstanding debt which is
rated "A" (or such similar equivalent rating) or higher by at least one
nationally recognized statistical rating organization (as defined in Rule 436
under the Securities Act) or any money-market fund sponsored by a registered
broker dealer or mutual fund distributor, (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
90 days after the date of acquisition, issued by a corporation (other than an
Affiliate of the Company) organized and in existence under the laws of the
United States of America, any state thereof or any foreign country recognized
by the United States of America
<PAGE>   28
                                       22

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.

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

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

         "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 Company or any Restricted Group Member, the date such
Indebtedness is to be Incurred and, with respect to any Restricted Payment, the
date such Restricted Payment is to be made.

         "Trustee" means the party named as such in the first paragraph of this
Indenture until a successor replaces it in accordance with the provisions of
Article Seven of this Indenture and thereafter means such successor.

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

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

         "U.S. Government Obligations" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States
of America the payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States of America, which, in either case,
are not callable or redeemable at the option of the issuer thereof at any time
prior to the Stated Maturity of the Notes, and shall also include a depository
receipt issued by a bank or trust company as custodian with respect to any such
U.S. Government Obligation or a specific payment of interest on or principal of
any such U.S. Government Obligation held by such custodian for the account of
the holder of a depository receipt; provided that (except as
<PAGE>   29
                                       23


required by law) such custodian is not authorized to make any deduction from
the amount payable to the holder of such depository receipt from any amount
received by the custodian in respect of the U.S. Government Obligation or the
specific payment of interest on or principal of the U.S. Government Obligation
evidenced by such depository receipt.

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

         "Units" has the meaning provided in the recitals to this Indenture.

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

         "Unrestricted Subsidiary" means (i) any Subsidiary of the Company that
at the time of determination shall be designated an Unrestricted Subsidiary by
the Board of Directors in the manner provided below and (ii) any Subsidiary of
an Unrestricted Subsidiary. The Board of Directors may designate any Restricted
Subsidiary (including any newly acquired or newly formed Subsidiary of the
Company) to be an Unrestricted Subsidiary unless such Subsidiary owns any
Capital Stock of, or owns or holds any Lien on any property of, the Company or
any Restricted Subsidiary; provided that (A) any Guarantee by the Company or
any Restricted Subsidiary of any Indebtedness of the Subsidiary being so
designated shall be deemed an "Incurrence" of such Indebtedness and an
"Investment" by the Company or such Restricted Subsidiary (or both, if
applicable) at the time of such designation; (B) either (I) the Subsidiary to
be so designated has total assets of $1,000 or less or (II) if such Subsidiary
has assets greater than $1,000, such designation would be permitted under
Section 4.04 and (C) if applicable, the Incurrence of Indebtedness and the
Investment referred to in clause (A) of this proviso would be permitted under
Section 4.03 and Section 4.04.  The Board of Directors may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided that
immediately after giving effect to such designation (x) the Liens and
Indebtedness of such
<PAGE>   30
                                       24


Unrestricted Subsidiary outstanding immediately after such designation would,
if Incurred at such time, have been permitted to be Incurred for all purposes
of this Indenture and (y) no Default or Event of Default shall have occurred
and be continuing. Any such designation by the Board of Directors shall be
evidenced to the Trustee by promptly filing with the Trustee a copy of the
Board Resolution giving effect to such designation and an Officers' Certificate
certifying that such designation complied with the foregoing provisions.

         "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.

         "Warrant Agreement" means the Warrant Agreement dated as of March 6,
1997 between the Company and The Bank of New York, as warrant agent.

         "Warrants" means the warrants issued under the Warrant Agreement, each
of which initially entitles the holder thereof to purchase 0.10616 shares of
McCaw Common Stock at $36.45 per share, subject to adjustment.

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

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

                 "indenture notes" means the Notes;

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

                 "indenture to be qualified" means this Indenture;

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

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

                 All other TIA terms used in this Indenture that are defined by
the TIA, defined by TIA reference to another statute or defined by a rule of
the Commission and not otherwise defined herein have the meanings assigned to
them therein.
<PAGE>   31
                                       25


                 SECTION 1.03.  Rules of Construction.  Unless the context
otherwise requires:

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

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

                 (iii)    "or" is not exclusive;

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

                 (v)      provisions apply to successive events and
         transactions;

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

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

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


                                  ARTICLE TWO
                                   THE NOTES

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

                 The terms and provisions contained in the form of the Notes
annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a
part of this Indenture.  To the extent applicable, the Company and the Trustee,
by their execution and delivery of this Indenture, expressly agree to such
terms and provisions and to be bound thereby.
<PAGE>   32
                                       26


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

                 Notes offered and sold in offshore transactions in reliance on
Regulation S shall be issued initially in the form of one or more temporary
global Notes in registered form substantially in the form set forth in Exhibit
A (the "Temporary Offshore Global Notes") deposited with the Trustee, as
custodian for the Depositary, duly executed by the Company and authenticated by
the Trustee as hereinafter provided. At any time following the later of the
Separation Date and April 15, 1997 (the "Offshore Notes Exchange Date"), upon
receipt by the Trustee and the Company of a certificate substantially in the
form of Exhibit B hereto, one or more permanent global Notes in registered form
substantially in the form set forth in Exhibit A (the "Permanent Offshore
Global Notes"; and together with the Temporary Offshore Global Notes, the
"Offshore Global Notes") duly executed by the Company and authenticated by the
Trustee as hereinafter provided shall be deposited with the Trustee, as
custodian for the Depositary, and the Registrar shall reflect on its books and
records the date and a decrease in the principal amount of the Temporary
Offshore Global Notes in an amount equal to the principal amount of the
beneficial interest in the Temporary Offshore Global Notes transferred.

                 Notes offered and sold in reliance on Regulation D under the
Securities Act shall be issued in the form of permanent certificated Notes in
registered form in substantially the form set forth in Exhibit A (the "U.S.
Physical Notes").  Notes issued pursuant to Section 2.07 in exchange for
interests in the Offshore Global Note shall be in the form of permanent
certificated Notes in registered form substantially in the form set forth in
Exhibit A (the "Offshore Physical Notes").

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

                 The definitive Notes shall be typed, printed, lithographed or
engraved or produced by any combination of these methods or may be produced in
any other manner permitted by the rules of any securities exchange on which the
Notes may be listed, all as determined by the Officers executing such Notes, as
evidenced by their execution of such Notes.
<PAGE>   33
                                       27

                 SECTION 2.02.  Restrictive Legends.  Unless and until a Note
is exchanged for an Exchange Note or sold in connection with an effective
Registration pursuant to the Registration Rights Agreement, the U.S. Global
Notes, Temporary Offshore Global Notes and each U.S.  Physical Note shall bear
the following legend on the face thereof:

         THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
         1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE
         OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
         BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING
         SENTENCE.  BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT
         (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A
         UNDER THE SECURITIES ACT), OR (B) IT IS AN INSTITUTIONAL "ACCREDITED
         INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
         D UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR")
         OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN
         OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
         SECURITIES ACT, (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD
         REFERRED TO IN RULE 144(k) UNDER THE SECURITIES ACT, RESELL OR
         OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO MCCAW INTERNATIONAL, LTD.
         (THE "COMPANY") OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED
         INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES
         ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED
         INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A
         SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
         RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF
         WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND IF SUCH TRANSFER IS
         IN RESPECT OF AN AGGREGATE ACCRETED VALUE OF NOTES AT THE TIME OF
         TRANSFER OF LESS THAN $100,000, AN OPINION OF COUNSEL ACCEPTABLE TO
         THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES
         ACT, (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
         COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE
         EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
         ACT (IF AVAILABLE) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION
         STATEMENT UNDER THE SECURITIES ACT, AND (3) AGREES THAT IT WILL
         DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE
         SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.  IN CONNECTION WITH ANY
         TRANSFER OF THIS NOTE WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE
         HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF
         RELATING TO
<PAGE>   34
                                       28


         THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE
         TRUSTEE.  IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED
         INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE
         TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
         INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT
         SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A
         TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
         SECURITIES ACT.  AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION",
         "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY
         REGULATION S UNDER THE SECURITIES ACT.  THE INDENTURE CONTAINS A
         PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF
         THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS.

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

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

         TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE,
         BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF
         OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
         NOTE  SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
         RESTRICTIONS SET FORTH IN SECTION 2.08 OF THE INDENTURE.
<PAGE>   35
                                       29


                 Prior to the Separation Date, each Note shall bear the
following legend on the face thereof:

         THIS NOTE IS INITIALLY ISSUED AS PART OF AN ISSUANCE OF UNITS, EACH OF
         WHICH CONSISTS OF ONE NOTE AND ONE WARRANT INITIALLY ENTITLING THE
         HOLDER THEREOF TO PURCHASE 0.10616 COMMON SHARES, WITHOUT PAR VALUE,
         OF MCCAW INTERNATIONAL, LTD (A "WARRANT").  PRIOR TO THE CLOSE OF
         BUSINESS UPON THE EARLIEST TO OCCUR OF (i) SEPTEMBER 6, 1997, (ii) THE
         COMMENCEMENT OF AN EXCHANGE OFFER WITH RESPECT TO THE NOTES, (iii) THE
         EFFECTIVENESS OF A SHELF REGISTRATION STATEMENT WITH RESPECT TO
         RESALES OF THE NOTES AND (iv) THE COMMENCEMENT OF AN OFFER TO PURCHASE
         THE NOTES, THE NOTES EVIDENCED BY THIS CERTIFICATE MAY NOT BE
         TRANSFERRED OR EXCHANGED SEPARATELY FROM, BUT MAY BE TRANSFERRED OR
         EXCHANGED ONLY TOGETHER WITH, THE WARRANTS.

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

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

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

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

                 The Trustee may appoint an authenticating agent to
authenticate Notes.  An authenticating agent may authenticate Notes whenever
the Trustee may do so.  Each reference in this Indenture to authentication by
the Trustee includes authentication by such
<PAGE>   36
                                       30

authenticating agent.  An authenticating agent has the same rights as an Agent
to deal with the Company or an Affiliate of the Company.

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

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

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

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

                 SECTION 2.05.  Paying Agent to Hold Money in Trust.  Not later
than each due date of the principal, premium, if any, and interest on any
Notes, the Company shall deposit with the Paying Agent money in immediately
available funds sufficient to pay such principal, premium, if any, and interest
so becoming due.  The Company shall require each
<PAGE>   37
                                       31


Paying Agent other than the Trustee to agree in writing that such Paying Agent
shall hold in trust for the benefit of the Holders or the Trustee all money
held by the Paying Agent for the payment of principal of, premium, if any, and
interest on the Notes (whether such money has been paid to it by the Company or
any other obligor on the Notes), and such Paying Agent shall promptly notify
the Trustee of any default by the Company (or any other obligor on the Notes)
in making any such payment.  The Company at any time may require a Paying Agent
to pay all money held by it to the Trustee and account for any funds disbursed,
and the Trustee may at any time during the continuance of any payment default,
upon written request to a Paying Agent, require such Paying Agent to pay all
money held by it to the Trustee and to account for any funds disbursed.  Upon
doing so, the Paying Agent shall have no further liability for the money so
paid over to the Trustee.  If the Company or any Subsidiary of the Company or
any Affiliate of any of them acts as Paying Agent, it will, on or before each
due date of any principal of, premium, if any, or interest on the Notes,
segregate and hold in a separate trust fund for the benefit of the Holders a
sum of money sufficient to pay such principal, premium, if any, or interest so
becoming due until such sum of money shall be paid to such Holders or otherwise
disposed of as provided in this Indenture, and will promptly notify the Trustee
of its action or failure to act.

                 SECTION 2.06.  Transfer and Exchange.  The Notes are issuable
only in registered form. The Notes shall initially be issued as part of an
issuance of Units, each of which consists of one Note and one Warrant.  Prior
to the Separation Date, the Notes may not be transferred or exchanged
separately from, but may be transferred or exchanged only together with the
Warrants issued in connection with such Notes.  A Holder may transfer a Note
only by written application to the Registrar stating the name of the proposed
transferee and otherwise complying with the terms of this Indenture.  No such
transfer shall be effected until, and such transferee shall succeed to the
rights of a Holder only upon, final acceptance and registration of the transfer
by the Registrar in the Note Register.  Prior to the registration of any
transfer by a Holder as provided herein, the Company, the Trustee, and any
agent of the Company shall treat the person in whose name the Note is
registered as the owner thereof for all purposes whether or not the Note shall
be overdue, and neither the Company, the Trustee, nor any such agent shall be
affected by notice to the contrary.  Furthermore, any Holder of a Global Note
shall, by acceptance of such Global Note, agree that transfers of beneficial
interests in such Global Note may be effected only through a book entry system
maintained by the Holder of such Global Note (or its agent) and that ownership
of a beneficial interest in the Note shall be required to be reflected in a
book entry.  When Notes are presented to the Registrar or a co-Registrar with a
request to register the transfer or to exchange them for an equal principal
amount of Notes of other authorized denominations (including an exchange of
Notes for Exchange Notes), the Registrar shall register the transfer or make
the exchange as requested if its requirements for such transactions are met;
provided that no exchanges of Notes for Exchange Notes shall occur until a
Registration Statement shall have been declared effective by the Commission and
that any Notes that are exchanged for Exchange Notes shall be cancelled by the
Trustee.  To permit registrations of transfers and
<PAGE>   38
                                       32


exchanges, the Company shall execute and the Trustee shall authenticate Notes
at the Registrar's request.  No service charge shall be made for any
registration of transfer or exchange or redemption of the Notes, but the
Company may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith (other than any
such transfer taxes or other similar governmental charge payable upon exchanges
pursuant to Section 2.11, 3.08 or 9.04).

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

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

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

                 (b)      Transfers of a Global Note shall be limited to
transfers of such Global Note in whole, but not in part, to the Depositary, its
successors or their respective nominees. Interests of beneficial owners in a
Global Note may be transferred in accordance with the rules and procedures of
the Depositary and the provisions of Section 2.08.  In addition, U.S. Physical
Notes and Offshore Physical Notes shall be transferred to all beneficial owners
in exchange for their beneficial interests in the U.S. Global Note or the
Offshore Global Note, respectively, if (i) the Depositary notifies the Company
that it is unwilling or unable to continue as Depositary for the U.S. Global
Note or the Offshore Global Note, as the case may be, and a successor
depositary is not appointed by the Company within 90 days of such notice, (ii)
an Event of Default has occurred and is continuing and the Registrar has
received a request therefor from the Depositary or (iii) in accordance with the
rules and procedures of the Depositary and the provisions of Section 2.08.
<PAGE>   39
                                       33


                 (c)      Any beneficial interest in one of the Global Notes
that is transferred to a person who takes delivery in the form of an interest
in the other Global Note will, upon transfer, cease to be an interest in such
Global Note and become an interest in the other Global Note and, accordingly,
will thereafter be subject to all transfer restrictions, if any, and other
procedures applicable to beneficial interests in such other Global Note for as
long as it remains such an interest.

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

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

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

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

                 (h)      The registered holder of a Global Note may grant
proxies and otherwise authorize any person, including Agent Members and persons
that may hold interests through Agent Members, to take any action which a
Holder is entitled to take under this Indenture or the Notes.
<PAGE>   40
                                       34


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

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

                 (i)      The Registrar shall register the transfer of any
         Note, whether or not such Note bears the Private Placement Legend, if
         (x) the requested transfer is after the time period referred to in
         Rule 144(k) under the Securities Act or (y) the proposed transferee
         has delivered to the Registrar (A) a certificate substantially in the
         form of Exhibit C hereto and (B) if the aggregate Accreted Value of
         the Notes at the time of transfer is less than $100,000, an opinion of
         counsel acceptable to the Company that such transfer is in compliance
         with the Securities Act.

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

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

                 (i)      If the Note to be transferred consists of (x) U.S.
         Physical Notes, the Registrar shall register the transfer if such
         transfer is being made by a proposed transferor who has checked the
         box provided for on the form of Note stating, or has otherwise advised
         the Company and the Registrar in writing, that the sale has been made
         in compliance with the provisions of Rule 144A to a transferee who has
         signed the certification provided for on the form of Note stating, or
         has otherwise advised the Company and the Registrar in writing, that
         it is purchasing the Note for its own account or an account with
         respect to which it exercises sole investment discretion and that it
         and any such account is a QIB within the meaning of Rule 144A, and is
         aware that the sale to it is being made in reliance on Rule 144A and
         acknowledges that it has received such information regarding the
         Company as it has requested pursuant to Rule 144A or has determined
         not to request such information and that it is aware that the
<PAGE>   41
                                       35


         transferor is relying upon its foregoing representations in order to
         claim the exemption from registration provided by Rule 144A or (y) an
         interest in the U.S. Global Note, the transfer of such interest may be
         effected only through the book entry system maintained by the
         Depositary.

                 (ii)     If the proposed transferee is an Agent Member, and
         the Note to be transferred consists of U.S. Physical Notes, upon
         receipt by the Registrar of the documents referred to in clause (i)
         and instructions given in accordance with the Depositary's and the
         Registrar's procedures, the Registrar shall reflect on its books and
         records the date and an increase in the principal amount at maturity
         of the U.S. Global Note in an amount equal to the principal amount at
         maturity of the U.S. Physical Notes, to be transferred, and the
         Trustee shall cancel the U.S. Physical Note so transferred.

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

                 (i)      The Registrar shall register the transfer of any Note
         (x) if the proposed transferee is a Non-U.S. Person and the proposed
         transferor has delivered to the Registrar a certificate substantially
         in the form of Exhibit D hereto or (y) if the proposed transferee is a
         QIB and the proposed transferor has checked the box provided for on
         the form of Note stating, or has otherwise advised the Company and the
         Registrar in writing, that the sale has been made in compliance with
         the provisions of Rule 144A to a transferee who has signed the
         certification provided for on the form of Note stating, or has
         otherwise advised the Company and the Registrar in writing, that it is
         purchasing the Note for its own account or an account with respect to
         which it exercises sole investment discretion and that it and any such
         account is a QIB within the meaning of Rule 144A, and is aware that
         the sale to it is being made in reliance on Rule 144A and acknowledges
         that it has received such information regarding the Company as it has
         requested pursuant to Rule 144A or has determined not to request such
         information and that it is aware that the transferor is relying upon
         its foregoing representations in order to claim the exemption from
         registration provided by Rule 144A.

                 (ii)     If the proposed transferee is an Agent Member, upon
         receipt by the Registrar of the documents referred to in clause (i)(y)
         above and instructions given in accordance with the Depositary's and
         the Registrar's procedures, the Registrar shall reflect on its books
         and records the date and an increase in the principal amount at
         maturity of the U.S. Global Note, in an amount equal to the principal
         amount at maturity of the Temporary Offshore Global Note to be
         transferred, and the Trustee shall decrease the amount of the
         Temporary Offshore Global Note in such an amount.
<PAGE>   42
                                       36


                 (d)      Transfers of Interests in the Permanent Offshore
Global Note or Unlegended Offshore Physical Notes.  The following provisions
shall apply with respect to any transfer of interests in the Permanent Offshore
Global Note or unlegended Offshore Physical Notes.  The Registrar shall
register the transfer of any such Note without requiring any additional
certification.

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

                 (i)      Prior to April 15, 1997, the Registrar shall register
         any proposed transfer of a Note to a Non-U.S. Person upon receipt of a
         certificate substantially in the form of Exhibit D hereto from the
         proposed transferor.

                 (ii)     On and after April 15, 1997, the Registrar shall
         register any proposed transfer to any Non-U.S. Person if the Note to
         be transferred is a U.S. Physical Note or an interest in the U.S.
         Global Note, upon receipt of a certificate substantially in the form
         of Exhibit D from the proposed transferor.

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

                 (f)      Private Placement Legend.  Upon the transfer,
exchange or replacement of Notes not bearing the Private Placement Legend, the
Registrar shall deliver Notes that do not bear the Private Placement Legend.
Upon the transfer, exchange or replacement of Notes bearing the Private
Placement Legend, the Registrar shall deliver only Notes that bear the Private
Placement Legend unless either (i) the circumstances contemplated by the second
sentence of the fourth paragraph of Section 2.01 or paragraphs (a)(i)(x) or
(e)(ii) of this Section 2.08 exist or (ii) there is delivered to the Registrar
an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to
the effect that neither such legend nor the
<PAGE>   43
                                       37


related restrictions on transfer are required in order to maintain compliance
with the provisions of the Securities Act.

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

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

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

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

                 SECTION 2.10.  Outstanding Notes.  Notes outstanding at any
time are all Notes that have been authenticated by the Trustee except for those
cancelled by it, those delivered to it for cancellation and those described in
this Section 2.10 as not outstanding.
<PAGE>   44
                                       38


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

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

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

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

                 SECTION 2.12.  Cancellation.  The Company at any time may
deliver to the Trustee for cancellation any Notes previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee for cancellation any Notes
previously authenticated hereunder which the Company has not issued and sold.
The Registrar and the Paying Agent shall forward to the Trustee any Notes
<PAGE>   45
                                       39

surrendered to them for transfer, exchange or payment.  The Trustee shall
cancel all Notes surrendered for transfer, exchange, payment or cancellation in
accordance with its normal procedure.

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

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

         SECTION 2.15.  Issuance of Additional Notes.  The Company may, subject
to Article Four of this Indenture, issue additional Notes under this Indenture.
The Notes issued on the Closing Date and any additional Notes subsequently
issued shall be treated as a single class for all purposes under this
Indenture.

                                 ARTICLE THREE
                                   REDEMPTION

                 SECTION 3.01.  Right of Redemption.  (a)  The Notes may be
redeemed, at the Company's option, in whole or in part, at any time or from
time to time, on or after April 15, 2002 and prior to maturity, upon not less
than 30 nor more than 60 days' prior notice mailed by first class mail to each
Holder's last address as it appears in the Note Register, at the following
Redemption Prices (expressed in percentages of principal amount at maturity),
plus accrued and unpaid interest, if any, to the Redemption Date (subject to
the right of Holders of record on the relevant Regular Record Date that is on
or prior to the Redemption
<PAGE>   46
                                       40

Date to receive interest due on an Interest Payment Date), if redeemed during
the 12-month period commencing April 15, of the years set forth below:

<TABLE>
<CAPTION>
                                                                    Redemption
                          Year                                        Price
                          ----                                    -------------
                          <S>                                       <C>
                          2002                                      106.500%
                          2003                                      103.250%
                          2004 and thereafter                       100.000%

</TABLE>
                 (b) In addition, at any time prior to April 15, 2000, the
Company may redeem up to 35% of the principal amount at maturity of the Notes
with the Net Cash Proceeds of one or more sales by the Company of its Capital
Stock (other than Redeemable Stock), at any time as a whole or from time to
time in part, at a Redemption Price (expressed as a percentage of Accreted
Value on the Redemption Date) of 113%, plus accrued and unpaid interest, if
any, to the Redemption Date (subject to the right of Holders of record on the
relevant Regular Record Date that is on or prior to the Redemption Date to
receive interest due on an Interest Payment Date); provided that at least
$618.5 million aggregate principal amount at maturity of Notes remains
outstanding after each such redemption.

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

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

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

                 The Trustee shall make the selection from the Notes
outstanding and not previously called for redemption.  Notes in denominations
of $1,000 in principal amount at maturity may only be redeemed in whole.  The
Trustee may select for redemption portions (equal to $1,000 in principal amount
at maturity or any integral multiple thereof) of Notes that have denominations
larger than $1,000 in principal amount at maturity.  Provisions of this
Indenture that apply to Notes called for
<PAGE>   47
                                       41


redemption also apply to portions of Notes called for redemption.  The Trustee
shall notify the Company and the Registrar promptly in writing of the Notes or
portions of Notes to be called for redemption.

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

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

                 (i)      the Redemption Date;

                 (ii)     the Redemption Price;

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

                 (iv)     that Notes called for redemption must be surrendered
         to the Paying Agent in order to collect the Redemption Price;

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

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

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

                 At the Company's request (which request may be revoked by the
Company at any time prior to the time at which the Trustee shall have given
such notice to the Holders), made in writing to the Trustee at least 30 days
(or such shorter period as shall be satisfactory to the Trustee) before a
Redemption Date, the Trustee shall give the notice of redemption in the name
and at the expense of the Company.  If, however, the Company gives such notice
to
<PAGE>   48
                                       42

the Holders, the Company shall concurrently deliver to the Trustee an Officers'
Certificate stating that such notice has been given.

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

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

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

                 SECTION 3.07.  Payment of Notes Called for Redemption.  If
notice of redemption has been given in the manner provided above, the Notes or
portion of Notes specified in such notice to be redeemed shall become due and
payable on the Redemption Date at the Redemption Price stated therein, together
with accrued interest to such Redemption Date, and on and after such date
(unless the Company shall default in the payment of such Notes at the
Redemption Price and accrued interest to the Redemption Date, in which case the
principal, until paid, shall bear interest from the Redemption Date at the rate
prescribed in the Notes), such Notes shall cease to accrue interest.  Upon
surrender of any Note for redemption in accordance with a notice of redemption,
such Note shall be paid and redeemed by the Company at the Redemption Price,
together with accrued interest, if any, to the Redemption Date; provided that
installments of interest whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders registered as such at the close of
business on the relevant Regular Record Date.

                 SECTION 3.08.  Notes Redeemed in Part.  Upon surrender of any
Note that is redeemed in part, the Company shall execute and the Trustee shall
authenticate and deliver to the Holder a new Note equal in principal amount to
the unredeemed portion of such surrendered Note.
<PAGE>   49
                                       43

                                  ARTICLE FOUR
                                   COVENANTS

                 SECTION 4.01.  Payment of Notes.  The Company shall pay the
principal of, premium, if any, and interest on the Notes on the dates and in
the manner provided in the Notes and this Indenture.  An installment of
principal, premium, if any, or interest shall be considered paid on the date
due if the Trustee or Paying Agent (other than the Company, a Subsidiary of the
Company, or any Affiliate of any of them) holds on that date money designated
for and sufficient to pay the installment.  If the Company or any Subsidiary of
the Company or any Affiliate of any of them, acts as Paying Agent, an
installment of principal, premium, if any, or interest shall be considered paid
on the due date if the entity acting as Paying Agent complies with the last
sentence of Section 2.05.  As provided in Section 6.09, upon any bankruptcy or
reorganization procedure relative to the Company, the Trustee shall serve as
the Paying Agent and conversion agent, if any, for the Notes.

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

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

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

                 The Company hereby initially designates the Corporate Trust
Office of the Trustee, located in the Borough of Manhattan, The City of New
York, as such office of the Company in accordance with Section 2.04.
<PAGE>   50
                                       44


                 SECTION 4.03.  Limitation on Indebtedness.  (a) The Company
will not, and will not permit any Restricted Group Member to, Incur any
Indebtedness (other than the Notes and Indebtedness existing on the Closing
Date); provided that the Company may Incur Indebtedness, and any Restricted
Group Member may Incur Acquired Indebtedness, if, after giving effect to the
Incurrence of such Indebtedness and the receipt and application of the proceeds
therefrom, the Consolidated Leverage Ratio would be less than 9 to 1, for
Indebtedness Incurred on or prior to December 31, 1999, or 7 to 1, for
Indebtedness Incurred thereafter.

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

                 (i)      Indebtedness outstanding at any time in an aggregate
         principal amount not to exceed $100 million, less any amount of such
         Indebtedness permanently repaid as provided under Section 4.10;

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

                 (iii)    Indebtedness of the Company or any Restricted Group
         Member issued in exchange for, or the net proceeds of which are used
         to refinance or refund, then outstanding Indebtedness of the same
         Person (other than Indebtedness Incurred under clause (i), (ii), (iv)
         or (vi) of this paragraph) or any refinancings thereof in an amount
         not to exceed the amount so refinanced or refunded (plus premiums,
         accrued interest, fees and expenses); provided that Indebtedness the
         proceeds of which are used to refinance or refund the Notes or
         Indebtedness that is pari passu with, or subordinated in right of
         payment to, the Notes shall only be permitted under this clause (iii)
         if (A) in case the Notes are refinanced in part or the Indebtedness to
         be refinanced is pari passu with the Notes, such new Indebtedness, by
         its terms or by the terms of any agreement or instrument pursuant to
         which such new Indebtedness is outstanding, is expressly made pari
         passu with, or subordinate in right of payment to, the remaining
         Notes, (B) in case the Indebtedness to be refinanced is subordinated
         in right of payment to the Notes, such new Indebtedness, by its terms
         or by the terms of any agreement or instrument pursuant to which such
         new Indebtedness is issued or remains outstanding, is expressly made
         subordinate in right of payment to the Notes at least to the extent
         that the Indebtedness to be refinanced is subordinated to the Notes
         and (C) such new Indebtedness, determined as of the date of Incurrence
         of such new Indebtedness, does not mature prior to the Stated Maturity
         of the Indebtedness to be
<PAGE>   51
                                       45


         refinanced or refunded, and the Average Life of such new Indebtedness
         is at least equal to the remaining Average Life of the Indebtedness to
         be refinanced or refunded;

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

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

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

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

                 (viii)   Indebtedness of the Company not to exceed, at any one
         time outstanding, two times, or Indebtedness of a Restricted Group
         Member not to exceed at any one time outstanding, one times (x) the
         Net Cash Proceeds received by the Company after the Closing Date from
         contributions of capital or the issuance and sale of its Capital Stock
         (other than Redeemable Stock) to a Person that is not a Subsidiary of
         the Company or a Restricted Affiliate, to the extent such Net Cash
         Proceeds have not been used pursuant to clause (C)(2) of the first
         paragraph of Section 4.04 to make
<PAGE>   52
                                       46


         a Restricted Payment and (y) 80% of the fair market value of property
         other than cash received by the Company after the Closing Date from
         contributions of capital or the issuance and sale of its Capital Stock
         (other than Redeemable Stock) to a Person that is not a Subsidiary of
         the Company or a Restricted Affiliate.

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

                 (c)      For purposes of determining any particular amount of
Indebtedness under this Section 4.03, (1) Indebtedness Incurred under the
Motorola Credit Agreement on or prior to the Closing Date shall be treated as
Incurred pursuant to clause (i) of the second paragraph of this Section 4.03,
(2) Guarantees of, Liens securing or obligations with respect to letters of
credit supporting Indebtedness otherwise included in the determination of such
particular amount shall not be included and (3) any Liens granted pursuant to
the equal and ratable provisions referred to in Section 4.09 shall not be
treated as Indebtedness. For purposes of determining compliance with this
Section 4.03, in the event that an item of Indebtedness meets the criteria of
more than one of the types of Indebtedness described in the above clauses
(other than Indebtedness referred to in clause (1) of the preceding sentence),
the Company, in its sole discretion, shall classify such item of Indebtedness
and only be required to include the amount and type of such Indebtedness in one
of such clauses.

                 SECTION 4.04.  Limitation on Restricted Payments.  The Company
will not, and will not permit any Restricted Group Member to, directly or
indirectly, (i) declare or pay any dividend or make any distribution on or with
respect to its Capital Stock (other than (x) dividends or distributions payable
solely in shares of its Capital Stock (other than Redeemable Stock) or in
options, warrants or other rights to acquire shares of such Capital Stock and
(y) pro rata dividends or distributions on Capital Stock of Restricted Group
Members held by Persons other than the Company or other Restricted Group
Members, provided that the Company or any other Restricted Group Members
holding shares of Capital Stock of such dividend or distribution paying
Restricted Group Member shall receive such pro rata dividends or distributions
as may be due to such other Restricted Group Members or the Company at or prior
to the payment of such pro rata dividends or distributions to such other
Persons) held by Persons other than the Company or any Restricted Group Member,
(ii) purchase, redeem, retire or otherwise acquire for value any shares of
Capital Stock of (A) the Company or an Unrestricted Subsidiary (including
options, warrants or other rights to acquire such shares of Capital Stock) held
by any Person or (B) a Restricted Group Member (including options, warrants or
other rights to acquire such shares of Capital Stock) held by any Affiliate of
the Company (other than a Restricted Group Member) or any holder (or any
Affiliate of such holder) of 5% or more of the Capital Stock of the Company,
(iii) make any voluntary or optional principal payment, or voluntary or
optional redemption, repurchase, defeasance, or other acquisition or retirement
for value, of Indebtedness
<PAGE>   53
                                       47

of the Company that is subordinated in right of payment to the Notes (other
than the purchase, repurchase or the acquisition of Indebtedness in
anticipation of satisfying a sinking fund obligation, principal installment or
final maturity, in any case due within one year of the date of acquisition) or
(iv) make any Investment, other than a Permitted Investment, in any Person
(such payments or any other actions described in clauses (i) through (iv) 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, (B) except with respect to Investments, the
Company could not Incur at least $1.00 of Indebtedness under the first
paragraph of Section 4.03 or (C) the aggregate amount of all Restricted
Payments (the amount, if other than in cash, to be determined in good faith by
the Board of Directors, whose determination shall be conclusive and evidenced
by a Board Resolution) made after the Closing Date shall exceed the sum of (1)
50% of the aggregate amount of the Adjusted Consolidated Net Income (or, if the
Adjusted Consolidated Net Income is a loss, minus 100% of the amount of such
loss) (determined by excluding income resulting from transfers of assets by the
Company or a Restricted Group Member to an Unrestricted Subsidiary or
Unrestricted Affiliate) accrued on a cumulative basis during the period (taken
as one accounting period) beginning on the first day of the fiscal quarter
immediately following the Closing Date and ending on the last day of the last
fiscal quarter preceding the Transaction Date for which reports have been filed
pursuant to Section 4.17 plus (2) the aggregate Net Cash Proceeds received by
the Company after the Closing Date from the issuance and sale permitted by this
Indenture of its Capital Stock (other than Redeemable Stock) to a Person who is
not a Subsidiary or Restricted Affiliate of the Company (except to the extent
such Net Cash Proceeds are used to Incur Indebtedness outstanding pursuant to
clause (viii) of the second paragraph of Section 4.03) or from the issuance to
a Person who is not a Subsidiary or Restricted Affiliate of the Company of any
options, warrants or other rights to acquire Capital Stock of the Company (in
each case, exclusive of any Redeemable Stock or any options, warrants or other
rights that are redeemable at the option of the holder, or are required to be
redeemed, prior to the Stated Maturity of the Notes) plus (3) an amount equal
to the net reduction in Investments (other than reductions in Permitted
Investments or reductions in Investments made pursuant to clause (ix) of the
following paragraph) in any Person resulting from payments of interest on
Indebtedness, dividends, repayments of loans or advances, or other transfers of
assets, in each case to the Company or any Restricted Group Member or from the
Net Cash Proceeds from the sale of any such Investment (except, in each case,
to the extent any such payment or proceeds are included in Adjusted
Consolidated Net Income), or from redesignations of Unrestricted Subsidiaries
as Restricted Subsidiaries of the Company or a Restricted Affiliate or from
redesignations of Unrestricted Affiliates as Restricted Affiliates (valued in
each case as provided in the definition of "Investments"), not to exceed, in
each case, the amount of Investments previously made by the Company or any
Restricted Group Member in such Person, Unrestricted Subsidiary or Unrestricted
Affiliate.

                 The foregoing provision shall not be violated by reason of:
<PAGE>   54
                                       48


                 (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 the foregoing paragraph;

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

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

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

                 (v)      the declaration or payment of dividends on the Common
         Stock of the Company following a Public Equity Offering of such Common
         Stock, of up to 6% per annum of the Net Cash Proceeds received by the
         Company in such Public Equity Offering;

                 (vi)     payments or distributions, to dissenting stockholders
         pursuant to applicable law, pursuant to or in connection with a
         consolidation, merger or transfer of assets that complies with the
         provisions of this Indenture applicable to mergers, consolidations and
         transfers of all or substantially all of the property and assets of
         the Company;

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

                 (viii)   the repurchase, redemption or other acquisition for
         value of Capital Stock of the Company to the extent necessary to
         prevent the loss or secure the renewal or reinstatement of any license
         or franchise held by the Company or any of its Subsidiaries from any
         governmental agency;
<PAGE>   55
                                       49


                 (ix)     Investments in an aggregate amount not to exceed $30
         million, plus reductions in such Investments (except to the extent any
         such reduction is included in Adjusted Consolidated Net Income) not to
         exceed the amount of the Investments previously made;


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

                 (xi)     repurchases of Warrants pursuant to a Repurchase
         Offer;

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

                 Each Restricted Payment permitted pursuant to the preceding
paragraph (other than the Restricted Payment referred to in clause (ii) thereof
and an exchange of Capital Stock for Capital Stock or Indebtedness referred to
in clause (iii) or (iv) thereof), and the Net Cash Proceeds from any issuance
of Capital Stock referred to in clauses (iii) and (iv), shall be included in
calculating whether the conditions of clause (C) of the first paragraph of this
Section 4.04 have been met with respect to any subsequent Restricted Payments.

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

                 The foregoing provisions shall not restrict any encumbrances
or restrictions:

                 (i)      existing on the Closing Date in this Indenture or any
         other agreements in effect on the Closing Date, and any extensions,
         refinancings, renewals or replacements of such agreements; provided
         that the encumbrances and restrictions in
<PAGE>   56
                                       50


         any such extensions, refinancings, renewals or replacements are no
         less favorable in any material respect to the Holders than those
         encumbrances or restrictions that are then in effect and that are
         being extended, refinanced, renewed or replaced;

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

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

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

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

                 (vii)    contained in any stockholders or similar agreement,
         so long as such encumbrance or restriction is not materially more
         disadvantageous to the Holders of the Notes than the encumbrances and
         restrictions contained in comparable agreements entered into in the
         past by the Company or a Restricted Group Member; or
<PAGE>   57
                                       51


                 (viii)   contained in any agreement entered into after the
         Closing Date, so long as such encumbrance or restriction is not
         materially more disadvantageous to the Holders of the Notes than the
         encumbrances and restrictions contained in the Motorola Credit
         Agreement.

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

                 SECTION 4.06.  Limitation on the Issuance and Sale of Capital
Stock of Restricted Group Members.  The Company will not sell, and will not
permit any Restricted Group Member, directly or indirectly, to issue or sell,
any shares of Capital Stock of a Restricted Group Member (including options,
warrants or other rights to purchase shares of such Capital Stock) except (i)
to the Company or a Wholly Owned Restricted Subsidiary of the Company; (ii)
issuances of director's qualifying shares or sales to foreign nationals of
shares of Capital Stock of a foreign Restricted Group Member, to the extent
required by applicable law; (iii) if, immediately after giving effect to such
issuance or sale, such Restricted Group Member would no longer constitute a
Restricted Group Member, provided any Investment in such Person remaining after
giving effect to such issuance or sale would have been permitted to be made
under Section 4.04, if made on the date of such issuance or sale; and (iv)
issuances or sales of Common Stock (including options, warrants or other rights
to purchase Common Stock) of a Restricted Group Member, provided the Net Cash
Proceeds, if any, of such sale are applied in accordance with clause (A) or (B)
of Section 4.10.

                 SECTION 4.07.  Limitation on Issuances of Guarantees by
Restricted Group Members.  The Company will not permit any Restricted Group
Member, directly or indirectly, to Guarantee any Indebtedness of the Company
which is pari passu with or subordinate in right of payment to the Notes
("Guaranteed Indebtedness"), unless (i) such Restricted Group Member
simultaneously executes and delivers a supplemental indenture to this Indenture
providing for a Guarantee (a "Subsidiary Guarantee") of payment of the Notes by
such Restricted Group Member and (ii) such Restricted Group Member waives and
will not in any manner whatsoever claim or take the benefit or advantage of,
any rights of reimbursement, indemnity or subrogation or any other rights
against the Company or any other Restricted Group Member as a result of any
payment by such Restricted Group Member under its Subsidiary Guarantee;
provided that this paragraph shall not be applicable to (x) any Guarantee of
any Restricted Group Member that existed at the time such Person became a
Restricted Group Member and was not Incurred in connection with, or in
contemplation of, such Person becoming a Restricted Group Member or (y) any
Guarantee of any Restricted Group Member of Indebtedness Incurred (I) under a
revolving credit, vendor financing or working capital facility pursuant to
clause (i) of the second paragraph of Section 4.03 or (II)
<PAGE>   58
                                       52


pursuant to clause (vii) of the second paragraph of Section 4.03.  If the
Guaranteed Indebtedness is (A) pari passu with the Notes, then the Guarantee of
such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the
Subsidiary Guarantee or (B) subordinated to the Notes, then the Guarantee of
such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee
at least to the extent that the Guaranteed Indebtedness is subordinated to the
Notes.

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

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

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

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

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

                 (iii)    the payment of reasonable and customary regular fees
         to directors of the Company who are not employees of the Company;
<PAGE>   59
                                       53


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

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

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

                 (vii)    any transaction or series of related transactions
        involving consideration or payments of less than $5 million.

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

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

                 The foregoing limitation does not apply to:

                 (i)      Liens existing on the Closing Date;

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

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

                 (iv)     Liens securing Indebtedness which is Incurred to
         refinance secured Indebtedness which is permitted to be Incurred under
         clause (iii) of the second paragraph of Section 4.03; provided that
         such Liens do not extend to or cover any
<PAGE>   60
                                       54


         property or assets of the Company or any Restricted Group Member other
         than the property or assets securing the Indebtedness being
         refinanced;

                 (v)      Liens securing Indebtedness Incurred under clause (i)
         or clause (vii) of the second paragraph of Section 4.03; or

                 (vi)     Permitted Liens.

                 SECTION 4.10.  Limitation on Asset Sales.  The Company will
not, and will not permit any Restricted Group Member to, consummate any Asset
Sale, unless (i) the consideration received by the Company or such Restricted
Group Member is at least equal to the fair market value of the assets sold or
disposed of and (ii) at least 75% of the consideration received consists of
cash or Temporary Cash Investments or the assumption of Indebtedness of the
Company or any Restricted Group Member relating to such assets, provided that
the Company or such Restricted Group Member is irrevocably released and
discharged from such Indebtedness. In the event and to the extent that the Net
Cash Proceeds received by the Company or any Restricted Group Member from one
or more Asset Sales occurring on or after the Closing Date in any period of 12
consecutive months exceed $5 million, then the Company shall or shall cause the
relevant Restricted Group Member to (i) within twelve months after the date Net
Cash Proceeds so received exceed $5 million (A) apply an amount equal to such
excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of
the Company or any Restricted Group Member providing a Subsidiary Guarantee
pursuant to Section 4.07 or Indebtedness of any other Restricted Group Member,
in each case owing to a Person other than the Company or any Restricted Group
Member, provided that in the event Indebtedness of a Restricted Group Member is
repaid, only the Company's pro rata portion (determined as provided in the
definition of "Indebtedness") of such repaid Indebtedness shall be deemed to
have been repaid in accordance with this clause (A), or (B) invest an equal
amount, or the amount not so applied pursuant to clause (A) (or enter into a
definitive agreement committing to so invest within twelve months after the
date of such agreement), in property or assets (other than current assets) of a
nature or type or that are used in a business (or in a company having property
and assets of a nature or type, or engaged in a business) similar or related to
the nature or type of the property and assets of, or the business of, the
Company and its Restricted Group Members existing on the date of such
investment and (ii) apply (no later than the end of the twelve-month period
referred to in clause (i)) such excess Net Cash Proceeds (to the extent not
applied pursuant to clause (i)) as provided in the last paragraph of this
Section 4.10. The amount of such excess Net Cash Proceeds required to be
applied (or to be committed to be applied) during such twelve-month period as
set forth in clause (i) of the preceding sentence and not applied as so
required by the end of such period shall constitute "Excess Proceeds."

                 Notwithstanding the foregoing, to the extent that any or all
of the Net Cash Proceeds of any Asset Sale of assets based outside the United
States are prohibited or delayed
<PAGE>   61
                                       55


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

                 If, as of the first day of any calendar month, the aggregate
amount of Excess Proceeds not theretofore subject to an Offer to Purchase
pursuant to this Section 4.10 totals at least $5 million, the Company must
commence, not later than the fifteenth Business Day of such month, and
consummate an Offer to Purchase from the Holders on a pro rata basis an
aggregate Accreted Value of Notes on the relevant Payment Date equal to the
Excess Proceeds on such date, at a purchase price equal to 101% of the Accreted
Value of the Notes on the relevant Payment Date, plus, in each case, accrued
interest (if any) to the Payment Date.

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

                 SECTION 4.12.  Existence.  Subject to Articles Four and Five
of this Indenture, the Company will do or cause to be done all things necessary
to preserve and keep in full force and effect its existence and the existence
of each Restricted Group Member in accordance with the respective
organizational documents of the Company and each Restricted Group Member and
the rights (whether pursuant to charter, partnership certificate, agreement,
statute or otherwise), material licenses and franchises of the Company and each
Restricted Group Member; provided that the Company shall not be required to
preserve any such right, license or franchise, or the existence of any
Restricted Group Member, if the maintenance or preservation thereof is no
longer desirable in the conduct of the business of the Company and its
Restricted Group Members taken as a whole.
<PAGE>   62
                                       56


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

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

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

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

                 SECTION 4.16.  Compliance Certificates.  (a)  The Company
shall deliver to the Trustee, within 45 days after the end of each fiscal
quarter (90 days after the end of the last fiscal quarter of each year), an
Officers' Certificate stating whether or not the signers know of any Default or
Event of Default that occurred during such fiscal quarter.  In the case of the
Officers' Certificate delivered within 90 days of the end of the Company's
fiscal year,
<PAGE>   63
                                       57


such certificate shall contain a certification from the principal executive
officer, principal financial officer or principal accounting officer that a
review has been conducted of the activities of the Company and its Restricted
Group Members and the Company's and its Restricted Group Members' performance
under this Indenture and that, to the knowledge of such Officers, the Company
has complied with all conditions and covenants under this Indenture.  For
purposes of this Section 4.16, such compliance shall be determined without
regard to any period of grace or requirement of notice provided under this
Indenture.  If they do know of such a Default or Event of Default, the
certificate shall describe any such Default or Event of Default and its status.
The first certificate to be delivered pursuant to this Section 4.16(a) shall be
for the first fiscal quarter beginning after the execution of this Indenture.

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

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

                 SECTION 4.17.  Commission Reports and Reports to Holders.  At
all times from and after the earlier of (i) the date of the commencement of a
registered exchange offer for the Notes by the Company or the effectiveness of
the Shelf Registration Statement pursuant to and in accordance with the terms
of the Registration Rights Agreement (the "Registration") and (ii) September 6,
1997, in either case, whether or not the Company is then required to file
reports with the Commission, the Company shall file with the Commission all
such reports and other information as it would be required to file with the
Commission by Sections 13(a) or 15(d) under the Securities Exchange Act of 1934
if it were subject thereto. The Company shall supply the Trustee and each
Holder or shall supply to the Trustee for
<PAGE>   64
                                       58


forwarding to each such Holder, without cost to such Holder, copies of such
reports and other information.  Delivery of such reports, information and
documents to the Trustee is for informational purposes only and the Trustee's
receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Company's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers' Certificates).  In
addition, at all times prior to the earlier of the date of the Registration and
September 6, 1997, the Company shall, at its cost, deliver to each Holder of
the Notes quarterly and annual reports substantially equivalent to those which
would be required by the Exchange Act.  In addition, at all times prior to the
Registration, upon the request of any Holder or any prospective purchaser of
the Notes designated by a Holder, the Company shall supply to such Holder or
such prospective purchaser the information required under Rule 144A under the
Securities Act.  The Company also shall comply with the other provisions of TIA
Section 314(a).

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

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

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

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

                 (ii)     the lease secures or relates to industrial revenue or
         pollution control bonds;
<PAGE>   65
                                       59


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

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

                 SECTION 4.20.  Calculation of Original Issue Discount.  The
Company shall file with the Trustee promptly at the end of each calendar year
(i) a written notice specifying the amount of original issue discount
(including daily rates and accrual periods) accrued on outstanding Notes as of
the end of such year and (ii) such other specific information relating to such
original issue discount as may then be relevant under the Internal Revenue Code
of 1986, as amended from time to time and requested by the Trustee.


                                  ARTICLE FIVE
                             SUCCESSOR CORPORATION

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

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

                 (ii)     immediately after giving effect to such transaction,
         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 shall have a Consolidated Net Worth equal to or
         greater than the Consolidated Net Worth of the Company immediately
         prior to such transaction;

                 (iv)     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
<PAGE>   66
                                       60


         may be, shall have a Consolidated Leverage Ratio not greater than 110%
         of the Consolidated Leverage Ratio of the Company immediately prior to
         the transaction; and

                 (v)      the Company delivers to the Trustee an Officers'
         Certificate (attaching the arithmetic computations to demonstrate
         compliance with clauses (iii) and (iv)) and Opinion of Counsel, in
         each case stating that such consolidation, merger or transfer and such
         supplemental indenture complies with this provision, that all
         conditions precedent provided for herein relating to such transaction
         have been complied with and, in the event that the continuing Person
         is organized under the laws of any jurisdiction other than the United
         States of America or any jurisdiction thereof, that the indenture and
         the Notes constitute legal, valid and binding obligations of the
         continuing Person, enforceable in accordance with their terms;

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

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


                                  ARTICLE SIX
                              DEFAULT AND REMEDIES

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

                 (a)      the Company defaults in the payment of principal of
         (or premium, if any, on) any Note when the same becomes due and
         payable at maturity, upon acceleration, redemption or otherwise;
<PAGE>   67
                                       61


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

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

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

                 (e)      there occurs with respect to any issue or issues of
         Indebtedness of the Company or any Significant Group Member having an
         outstanding principal amount of $5 million or more in the aggregate
         for all such issues of all such Persons, whether such Indebtedness now
         exists or shall hereafter be created, (I) an event of default that has
         caused the holder thereof to declare such Indebtedness to be due and
         payable prior to its Stated Maturity and such Indebtedness has not
         been discharged in full or such acceleration has not been rescinded or
         annulled within 30 days of such acceleration and/or (II) the failure
         to make a principal payment at the final (but not any interim) fixed
         maturity and such defaulted payment shall not have been made, waived
         or extended within 30 days of such payment default; provided that an
         acceleration or payment default arising from an Involuntary Event
         shall not constitute an Event of Default unless such Involuntary Event
         continues for 90 days;

                 (f)      any final judgment or order (not covered by
         insurance) for the payment of money in excess of $5 million in the
         aggregate for all such final judgments or orders against all such
         Persons (treating any deductibles, self-insurance or retention as not
         so covered) shall be rendered against the Company or any Significant
         Group Member and shall not be paid or discharged, and there shall be
         any period of 30 consecutive days following entry of the final
         judgment or order that causes the aggregate amount for all such final
         judgments or orders outstanding and not paid or discharged against all
         such Persons to exceed $5 million during which a stay of enforcement
         of such final judgment or order, by reason of a pending appeal or
         otherwise, shall not be in effect; provided that a final judgment or
         order arising from
<PAGE>   68
                                       62


         an Involuntary Event shall not constitute an Event of Default unless
         such Involuntary Event continues for 90 days;

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

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

                 SECTION 6.02.  Acceleration.  If an Event of Default (other
than an Event of Default specified in clause (g) or (h) above that occurs with
respect to the Company) occurs and is continuing under this Indenture, the
Trustee or the Holders of at least 25% in aggregate principal amount at
maturity 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 Accreted Value of, premium, if
any, and accrued interest on the Notes to be immediately due and payable. Upon
a declaration of acceleration, such Accreted Value of, premium, if any, and
accrued interest shall be immediately due and payable. In the event of a
declaration of acceleration because an Event of Default set forth in clause (e)
above has occurred and is continuing, such declaration of acceleration shall be
automatically rescinded and annulled if the event of default triggering such
Event of Default pursuant to clause (e) shall be remedied or cured by the
Company or the relevant Significant Group Member or waived by the holders of
the relevant Indebtedness within 60 days after the declaration of acceleration
with respect thereto. If an Event of Default specified in clause (g) or (h)
above occurs with respect to the Company, the Accreted Value 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.
<PAGE>   69
                                       63


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

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

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

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

                 SECTION 6.05.  Control by Majority.  The Holders of at least a
majority in aggregate principal amount at maturity of the outstanding Notes may
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee. However, the Trustee may refuse to follow any direction that conflicts
with law or this Indenture, that may involve the Trustee in personal liability,
or that the Trustee determines in good faith may be unduly prejudicial to the
rights of Holders of Notes not joining in the giving of such direction and may
take any other action it deems proper that is not inconsistent with any such
direction received from Holders of Notes.

                 SECTION 6.06.  Limitation on Suits.  A Holder may not
institute any proceeding, judicial or otherwise, with respect to this Indenture
or the Notes, or for the appointment of a receiver or trustee, or for any other
remedy hereunder unless:
<PAGE>   70
                                       64


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

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

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

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

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

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

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

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

                 SECTION 6.08.  Collection Suit by Trustee.  If an Event of
Default in payment of principal, premium or interest specified in clause (a),
(b) or (c) of Section 6.01 occurs and is continuing, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Company
or any other obligor of the Notes for the whole amount of principal, premium,
if any, and accrued interest remaining unpaid, together with interest on
overdue principal, premium, if any, and, to the extent that payment of such
interest is lawful, interest on overdue installments of interest, in each case
at the rate specified in the Notes, and such further amount as shall be
sufficient to cover the costs and expenses of collection,
<PAGE>   71
                                       65


including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

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

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

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

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

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

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

                 SECTION 6.11.  Undertaking for Costs.  In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or
<PAGE>   72
                                       66


omitted by it as Trustee, a court may require any party litigant in such suit
to file an undertaking to pay the costs of the suit, and the court may assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in the suit having due regard to the merits and good faith of the
claims or defenses made by the party litigant.  This Section 6.11 does not
apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 of
this Indenture, or a suit by Holders of more than 10% in principal amount of
the outstanding Notes.

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

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

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


                                 ARTICLE SEVEN
                                    TRUSTEE

                 SECTION 7.01.  General.  The duties and responsibilities of
the Trustee shall be as provided by the TIA and as set forth herein.
Notwithstanding the foregoing, no provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in
<PAGE>   73
                                       67


the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it.  Whether or not
therein expressly so provided, every provision of this Indenture relating to
the conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Article Seven.

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

                 (i)      the Trustee may rely and shall be protected in acting
         or refraining from acting upon any resolution, certificate, statement,
         instrument, opinion, report, notice, request, direction, consent,
         order, bond, debenture, note, other evidence of indebtedness or other
         paper or document believed by it to be genuine and to have been signed
         or presented by the proper person.  The Trustee need not investigate
         any fact or matter stated in the document;

                 (ii)     before the Trustee acts or refrains from acting, it
         may require an Officers' Certificate or an Opinion of Counsel, which
         shall conform to Section 10.04.  The Trustee shall not be liable for
         any action it takes or omits to take in good faith in reliance on such
         certificate or opinion;

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

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

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

                 (vi)     whenever in the administration of this Indenture the
         Trustee shall deem it desirable that a making be proved or established
         prior to taking, suffering or omitting any action hereunder, the
         Trustee (unless other evidence be herein specifically
<PAGE>   74
                                       68


         prescribed) may, in the absence of bad faith on its part, rely upon an
         Officer's Certificate; and

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

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

                 SECTION 7.04.  Trustee's Disclaimer.  The Trustee (i) makes no
representation as to the validity or adequacy of this Indenture or the Notes,
(ii) shall not be accountable for the Company's use or application of the
proceeds from the Notes and (iii) shall not be responsible for any statement in
the Notes other than its certificate of authentication.

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

                 SECTION 7.06.  Reports by Trustee to Holders.  Within 60 days
after each May 15, beginning with May 15, 1997, the Trustee shall mail to each
Holder as provided in TIA Section 313(c) a brief report dated as of such May
15, if required by TIA Section 313(a).

                 SECTION 7.07.  Compensation and Indemnity.  The Company shall
pay to the Trustee such compensation as shall be agreed upon in writing for its
services.  The
<PAGE>   75
                                       69


compensation of the Trustee shall not be limited by any law on compensation of
a trustee of an express trust.  The Company shall reimburse the Trustee upon
request for all reasonable out-of-pocket expenses and advances incurred or made
by the Trustee.  Such expenses shall include the reasonable compensation and
expenses of the Trustee's agents and counsel.

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

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

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

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

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

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

                 If the Trustee resigns or is removed, or if a vacancy exists
in the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee.  Within one year after the successor Trustee takes office,
the Holders of a majority in principal amount of the outstanding Notes may
appoint a successor Trustee to replace the successor Trustee
<PAGE>   76
                                       70


appointed by the Company.  If the successor Trustee does not deliver its
written acceptance required by the next succeeding paragraph of this Section
7.08 within 30 days after the retiring Trustee resigns or is removed, the
retiring Trustee, the Company or the Holders of a majority in principal amount
of the outstanding Notes may petition any court of competent jurisdiction for
the appointment of a successor Trustee.

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

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

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

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

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

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

                 SECTION 7.11.  Money Held in Trust.  The Trustee shall not be
liable for interest on any money received by it except as the Trustee may agree
with the Company. Money held in trust by the Trustee need not be segregated
from other funds except to the extent required by law and except for money held
in trust under Article Eight of this Indenture.
<PAGE>   77
                                       71


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


                                 ARTICLE EIGHT
                             DISCHARGE OF INDENTURE

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

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

                 (ii)     (A) the Notes mature within one year or all of them
         are to be called for redemption within one year under arrangements
         satisfactory to the Trustee for giving the notice of redemption, (B)
         the Company irrevocably deposits in trust with the Trustee during such
         one-year period, under the terms of an irrevocable trust agreement in
         form and substance satisfactory to the Trustee, as trust funds solely
         for the benefit of the Holders for that purpose, money or U.S.
         Government Obligations sufficient (in the opinion of a nationally
         recognized firm of independent public accountants expressed in a
         written certification thereof delivered to the Trustee), without
         consideration of any reinvestment of any interest thereon, to pay
         principal, premium, if any, and interest on the Notes to maturity or
         redemption, as the case may be, and to pay all other sums payable by
         it hereunder, (C) no Default or Event of Default with respect to the
         Notes shall have occurred and be continuing on the date of such
         deposit, (D) such deposit will not result in a breach or violation of,
         or constitute a default under, this Indenture or any other agreement
         or instrument to which the Company is a
<PAGE>   78
                                       72


         party or by which it is bound and (E) the Company has delivered to the
         Trustee an Officers' Certificate and an Opinion of Counsel, in each
         case stating that all conditions precedent provided for herein
         relating to the satisfaction and discharge of this Indenture have been
         complied with.

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

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

                 (A)      with reference to this Section 8.02, the Company has
         irrevocably deposited or caused to be irrevocably deposited with the
         Trustee (or another trustee satisfying the requirements of Section
         7.10 of this Indenture) and conveyed all right, title and interest for
         the benefit of the Holders, under the terms of an irrevocable trust
         agreement in form and substance satisfactory to the Trustee as trust
         funds in trust, specifically pledged to the Trustee for the benefit of
         the Holders as security for payment of the principal of, premium, if
         any, and interest, if any, on the Notes, and dedicated solely to, the
         benefit of the Holders, in and to (1) money in an amount, (2) U.S.
         Government Obligations that, through the payment of interest, premium,
         if any, and principal in respect thereof in accordance with their
         terms, will provide, not later than one day before the due date of any
         payment referred to in this clause (A), money in an amount or (3) a
         combination thereof in an amount sufficient, in the opinion of a
         nationally recognized firm of independent public accountants expressed
         in a written certification thereof delivered to the Trustee, to pay
         and discharge, without consideration of the reinvestment of such
         interest and after payment of all federal, state
<PAGE>   79
                                       73


         and local taxes or other charges and assessments in respect thereof
         payable by the Trustee, the principal of, premium, if any, and accrued
         interest on the outstanding Notes at the Stated Maturity of such
         principal or interest; provided that the Trustee shall have been
         irrevocably instructed to apply such money or the proceeds of such
         U.S. Government Obligations to the payment of such principal, premium,
         if any, and interest with respect to the Notes;

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

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

                 (D)      the Company shall have delivered to the Trustee (1)
         either (x) a ruling directed to the Trustee received from the Internal
         Revenue Service to the effect that the Holders will not recognize
         income, gain or loss for federal income tax purposes as a result of
         the Company's exercise of its option under this Section 8.02 and will
         be subject to federal income tax on the same amount and in the same
         manner and at the same times as would have been the case if such
         option had not been exercised or (y) an Opinion of Counsel to the same
         effect as the ruling described in clause (x) above accompanied by a
         ruling to that effect published by the Internal Revenue Service,
         unless there has been a change in the applicable federal income tax
         law since the date of this Indenture such that a ruling from the
         Internal Revenue Service is no longer required and (2) an Opinion of
         Counsel to the effect that (x) the creation of the defeasance trust
         does not violate the Investment Company Act of 1940 and (y) after the
         passage of 123 days following the deposit (except, with respect to any
         trust funds for the account of any Holder who may be deemed to be an
         "insider" for purposes of the United States Bankruptcy Code, after one
         year following the deposit), the trust funds will not be subject to
         the effect of Section 547 of the United States Bankruptcy Code or
         Section 15 of the New York Debtor and Creditor Law in a case commenced
         by or against the Company under either such statute, and either (I)
         the trust funds will no longer remain the property of the Company (and
         therefore will not be subject to the effect of any applicable
         bankruptcy, insolvency, reorganization or similar laws affecting
         creditors' rights generally) or (II) if a court were to rule under any
         such law in any case or proceeding that the trust funds remained
         property of the Company, (a) assuming such trust funds remained in the
         possession of the Trustee prior to such court ruling to the extent not
         paid to the Holders, the Trustee will hold, for the benefit of the
         Holders, a valid and perfected security interest in such trust funds
         that is not avoidable in bankruptcy or otherwise except for the effect
         of Section 552(b) of the United States Bankruptcy Code on interest on
         the trust funds accruing after the
<PAGE>   80
                                       74


         commencement of a case under such statute and (b) the Holders will be
         entitled to receive adequate protection of their interests in such
         trust funds if such trust funds are used in such case or proceeding;

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

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

                 Notwithstanding the foregoing, prior to the end of the 123-day
(or one year) period referred to in clause (D)(2)(y) of this Section 8.02, none
of the Company's obligations under this Indenture shall be discharged.
Subsequent to the end of such 123-day (or one year) period with respect to this
Section 8.02, the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05,
2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06 shall
survive until the Notes are no longer outstanding.  Thereafter, only the
Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive.  If and
when a ruling from the Internal Revenue Service or an Opinion of Counsel
referred to in clause (D)(1) of this Section 8.02 is able to be provided
specifically without regard to, and not in reliance upon, the continuance of
the Company's obligations under Section 4.01, then the Company's obligations
under such Section 4.01 shall cease upon delivery to the Trustee of such ruling
or Opinion of Counsel and compliance with the other conditions precedent
provided for herein relating to the defeasance contemplated by this Section
8.02.

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

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

                 (i)      with reference to this Section 8.03, the Company has
         irrevocably deposited or caused to be irrevocably deposited with the
         Trustee (or another trustee satisfying the requirements of Section
         7.10) and conveyed all right, title and interest to the Trustee for
         the benefit of the Holders, under the terms of an irrevocable trust
<PAGE>   81
                                       75


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

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

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

                 (iv)     the Company has delivered to the Trustee an Opinion
         of Counsel to the effect that (A) the creation of the defeasance trust
         does not violate the Investment Company Act of 1940, (B) the Holders
         have a valid first-priority security interest in the trust funds, (C)
         the Holders will not recognize income, gain or loss for federal income
         tax purposes as a result of such deposit and defeasance of certain
         obligations and will be subject to federal income tax on the same
         amount and in the same manner and at the same times as would have been
         the case if such deposit and defeasance had not occurred and (D) after
         the passage of 123 days following the deposit (except, with respect to
         any trust funds for the account of any Holder who may be deemed to be
         an "insider" for purposes of the United States Bankruptcy Code, after
         one year following the deposit), the trust funds will not be subject
         to the effect of Section 547 of the United States Bankruptcy Code or
         Section 15 of the New York Debtor and Creditor Law in a case commenced
         by or against the Company under either such statute, and either (1)
         the trust funds will no longer remain the property of the Company (and
         therefore will not be subject to the effect of any applicable
         bankruptcy, insolvency, reorganization or similar laws affecting
         creditors' rights generally) or (2) if a court were to rule under any
         such law in any case or proceeding that the trust funds
<PAGE>   82
                                       76


         remained property of the Company, (x) assuming such trust funds
         remained in the possession of the Trustee prior to such court ruling
         to the extent not paid to the Holders, the Trustee will hold, for the
         benefit of the Holders, a valid and perfected security interest in
         such trust funds that is not avoidable in bankruptcy or otherwise
         (except for the effect of Section 552(b) of the United States
         Bankruptcy Code on interest on the trust funds accruing after the
         commencement of a case under such statute), (y) the Holders will be
         entitled to receive adequate protection of their interests in such
         trust funds if such trust funds are used in such case or proceeding
         and (z) no property, rights in property or other interests granted to
         the Trustee or the Holders in exchange for, or with respect to, such
         trust funds will be subject to any prior rights of holders of other
         Indebtedness of the Company or any of its Subsidiaries;

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

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

                 SECTION 8.04.  Application of Trust Money.  Subject to Section
8.06, the Trustee or Paying Agent shall hold in trust money or U.S. Government
Obligations deposited with it pursuant to Section 8.01, 8.02 or 8.03, as the
case may be, and shall apply the deposited money and the money from U.S.
Government Obligations in accordance with the Notes and this Indenture to the
payment of principal of, premium, if any, and interest on the Notes; but such
money need not be segregated from other funds except to the extent required by
law.

                 SECTION 8.05.  Repayment to Company.  Subject to Sections
7.07, 8.01, 8.02 and 8.03, the Trustee and the Paying Agent shall promptly pay
to the Company upon request set forth in an Officers' Certificate any excess
money held by them at any time and thereupon shall be relieved from all
liability with respect to such money.  The Trustee and the Paying Agent shall
pay to the Company upon request any money held by them for the payment of
principal, premium, if any, or interest that remains unclaimed for two years;
provided that the Trustee or such Paying Agent before being required to make
any payment may cause to be published at the expense of the Company once in a
newspaper of general circulation in the City of New York or mail to each Holder
entitled to such money at such Holder's address (as set forth in the Note
Register) notice that such money remains unclaimed and that after a date
specified therein (which shall be at least 30 days from the date of such
publication or mailing) any unclaimed balance of such money then remaining will
be repaid to the Company.  After payment to the Company, Holders entitled to
such money must look to the Company for
<PAGE>   83
                                       77


payment as general creditors unless an applicable law designates another
Person, and all liability of the Trustee and such Paying Agent with respect to
such money shall cease.

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


                                  ARTICLE NINE
                      AMENDMENTS, SUPPLEMENTS AND WAIVERS

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

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

                 (2)      to comply with Article Five;

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

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

                 (5)      to make any change that, in the good faith opinion of
         the Board of Directors as evidenced by a Board Resolution, does not
         materially and adversely affect the rights of any Holder.
<PAGE>   84
                                       78


                 SECTION 9.02.  With Consent of Holders.  Subject to Sections
6.04 and 6.07 and without prior notice to the Holders, the Company, when
authorized by its Board of Directors (as evidenced by a Board Resolution), and
the Trustee may amend this Indenture and the Notes with the written consent of
the Holders of a majority in aggregate principal amount at maturity of the
Notes then outstanding, and the Holders of a majority in aggregate principal
amount at maturity of the Notes then outstanding by written notice to the
Trustee may waive future compliance by the Company with any provision of this
Indenture or the Notes.

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

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

                 (ii)     reduce the Accreted Value of, or premium, if any, or
         interest on, any Note,

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

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

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

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

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

                 (viii)   reduce the percentage or aggregate principal amount
         at maturity of outstanding Notes the consent of whose Holders is
         necessary for waiver of compliance with certain provisions of this
         Indenture or for waiver of certain defaults.
<PAGE>   85
                                       79


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

                 After an amendment, supplement or waiver under this Section
9.02 becomes effective, the Company shall mail to the Holders affected thereby
a notice briefly describing the amendment, supplement or waiver.  The Company
will mail supplemental indentures to Holders upon request.  Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture or waiver.

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

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

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

                 SECTION 9.04.  Notation on or Exchange of Notes.  If an
amendment, supplement or waiver changes the terms of a Note, the Trustee may
require the Holder to deliver it to the Trustee.  The Trustee may place an
appropriate notation on the Note about the changed terms and return it to the
Holder and the Trustee may place an appropriate
<PAGE>   86
                                       80


notation on any Note thereafter authenticated.  Alternatively, if the Company
or the Trustee so determines, the Company in exchange for the Note shall issue
and the Trustee shall authenticate a new Note that reflects the changed terms.

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

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


                                  ARTICLE TEN
                                 MISCELLANEOUS

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

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

                 if to the Company:

                          McCaw International, Ltd.
                          1191 Second Avenue, Suite 1600
                          Seattle, Washington  98101
                          Attention:  President
<PAGE>   87
                                       81


                 if to the Trustee:

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

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

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

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

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

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

                 SECTION 10.03.  Certificate and Opinion as to Conditions
Precedent.  Upon any request or application by the Company to the Trustee to
take any action under this Indenture, the Company shall furnish to the Trustee:

                 (i)      an Officers' Certificate stating that, in the opinion
         of the signers, all conditions precedent, if any, provided for in this
         Indenture relating to the proposed action have been complied with; and
<PAGE>   88
                                       82


                 (ii)     an Opinion of Counsel stating that, in the opinion of
         such Counsel, all such conditions precedent have been complied with.

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

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

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

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

                 (iv)     a statement as to whether or not, in the opinion of
         each such person, such condition or covenant has been complied with;
         provided, however, that, with respect to matters of fact, an Opinion
         of Counsel may rely on an Officers' Certificate or certificates of
         public officials.

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

                 SECTION 10.06.  Payment Date Other Than a Business Day.  If an
Interest Payment Date, Redemption Date, Payment Date, Stated Maturity or date
of maturity of any Note shall not be a Business Day, then payment of principal
of, premium, if any, or interest on such Note, as the case may be, need not be
made on such date, but may be made on the next succeeding Business Day with the
same force and effect as if made on the Interest Payment Date, Payment Date, or
Redemption Date, or at the Stated Maturity or date of maturity of such Note;
provided that no interest shall accrue for the period from and after such
Interest Payment Date, Payment Date, Redemption Date, Stated Maturity or date
of maturity, as the case may be.

                 SECTION 10.07.  Governing Law.  The laws of the State of New
York shall govern this Indenture and the Notes.  The Trustee, the Company and
the Holders agree to submit to the jurisdiction of the courts of the State of
New York in any action or proceeding arising out of or relating to this
Indenture or the Notes.
<PAGE>   89
                                       83


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

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

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

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

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

                 SECTION 10.13.  Table of Contents, Headings, Etc.  The Table
of Contents, Cross-Reference Table and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not to
be considered a part hereof and shall in no way modify or restrict any of the
terms and provisions hereof.
<PAGE>   90
                                       84


                 SECTION 10.14.  Right of First Opportunity Agreement.  The
Company agrees not to amend the Right of First Opportunity Agreement in any
respect material and adverse to the Holders of the Notes.  If the Company
proposes to amend the Right of First Opportunity Agreement, it shall notify the
Trustee in writing 30 days prior to the effectiveness of such amendment of such
proposal to amend and such notice shall include a written copy of the contents
of such proposed amendment (the "Right of First Opportunity Notice").

         Within five days of receipt of a Right of First Opportunity Notice,
the Trustee shall give written notice to the Holders of the Right of First
Opportunity Notice.  Such notice by the Trustee shall include a copy of the
Right of First Opportunity Notice.
<PAGE>   91
                                   SIGNATURES

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


                                        MCCAW INTERNATIONAL, LTD.


                                        By: /s/ KEITH D. GRINSTEIN
                                           ------------------------------

                                            Name: Keith D. Grinstein
                                            Title: President & CEO



                                        THE BANK OF NEW YORK


                                        By:  /s/ MARY JANE MORRISSEY
                                           ------------------------------
                                            Name: Mary Jane Morrissey
                                            Title: Vice President
<PAGE>   92
                                                                       EXHIBIT A


                                 [FACE OF NOTE]

                           MCCAW INTERNATIONAL, LTD.

                       13% Senior Discount Note Due 2007

                                                       [CUSIP] [CINS] __________


No.                                                                  $_________

                 The following information is supplied for purposes of Sections
1273 and 1275 of the Internal Revenue Code:

<TABLE>
<S>                                                         <C>
Issue Date:  March 6, 1997                                  Original issue discount under Section 1273 of the
                                                            Internal Revenue Code (for each $1,000 principal
Yield to maturity for period from Issue Date to             amount):   $1,140.09
April 15, 2007:  13.35524%, compounded semi-
annually on April 15 and October 15, commencing             Issue Price (for each $1,000 principal amount):
April 15, 1997 (computed without giving effect to           $509.91
the additional payments of interest in the event
the issuer fails to commence the exchange offer or
cause the registration statement to be declared
effective, each as described on the reverse
hereof)

</TABLE>

                 MCCAW INTERNATIONAL, LTD., a Washington corporation (the
"Company", which term includes any successor under the Indenture hereinafter
referred to), for value received, promises to pay to ________________, or its
registered assigns, the principal sum of ___________________ ($______) on April
15, 2007.

                 Interest Payment Dates:  April 15 and October 15, commencing
October 15, 2002.

                 Regular Record Dates: April 1 and October 1.

               Reference is hereby made to the further provisions of this Note
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
<PAGE>   93
                                      A-2


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


                                        MCCAW INTERNATIONAL, LTD.


                                        By: ______________________________
                                            Name:
                                            Title:

                                        By: ______________________________
                                            Name:
                                            Title:



                   (Trustee's Certificate of Authentication)

               This is one of the 13% Senior Discount Notes due 2007 described
in the within-mentioned Indenture.


Date:                                   THE BANK OF NEW YORK, as Trustee


                                        By:______________________________
                                           Authorized Signatory
<PAGE>   94
                                      A-3

                             [REVERSE SIDE OF NOTE]

                           MCCAW INTERNATIONAL, LTD.

                       13% Senior Discount Note due 2007



1.  Principal and Interest.

                 The Company will pay the principal of this Note on April 15,
2007.

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

                 Interest will be payable semiannually (to the holders of
record of the Notes at the close of business on the April 1 or October 1
immediately preceding the Interest Payment Date) on each Interest Payment Date,
commencing October 15, 2002; provided that no interest shall accrue on the
principal amount of this Note prior to April 15, 2002 and no interest shall be
paid on this Note prior to October 15, 2002, except as provided in the next
paragraph.

                 If an exchange offer registered under the Securities Act is
not consummated and a shelf registration statement under the Securities Act
with respect to resales of the Notes is not declared effective by the
Commission, on or before September 6, 1997 in accordance with the terms of the
Registration Rights Agreement dated March 3, 1997 among the Company and Morgan
Stanley & Co. Incorporated, Chase Securities Inc., Lehman Brothers Inc. and
NatWest Capital Markets Limited, interest (in addition to the accrual of
original issue discount during the period ending April 15, 2002 and in addition
to the interest otherwise due on the Notes after such date) will accrue, at an
annual rate of 0.5% of Accreted Value on the preceding Semiannual Accrual Date
on the Notes from September 6, 1997, payable in cash semiannually, in arrears,
on each April 15 and October 15, commencing October 15, 1997, until the
exchange offer is consummated or the shelf registration statement is declared
effective.  The Holder of this Note is entitled to the benefits of such
Registration Rights Agreement.

                 From and after April 15, 2002, interest on the Notes will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from April 15, 2002; provided that, if there is no
existing default in the payment of interest and this Note is authenticated
between a Regular Record Date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such Interest
Payment Date.  Interest will be computed on the basis of a 360-day year of
twelve 30-day months.
<PAGE>   95
                                      A-4

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

2.  Method of Payment.

                 The Company will pay interest (except defaulted interest) on
the principal amount of the Notes as provided above on each April 15 and
October 15 to the persons who are Holders (as reflected in the Note Register at
the close of business on such April 1 and October 1 immediately preceding the
Interest Payment Date), in each case, even if the Note is cancelled on
registration of transfer or registration of exchange after such record date;
provided that, with respect to the payment of principal, the Company will make
payment to the Holder that surrenders this Note to a Paying Agent on or after
April 15, 2007.

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

3.  Paying Agent and Registrar.

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

4.  Indenture; Limitations.

                 The Company issued the Notes under an Indenture dated as of
March 6, 1997 (the "Indenture"), between the Company and The Bank of New York
(the "Trustee").  Capitalized terms herein are used as defined in the Indenture
unless otherwise indicated.  The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act.  The Notes are subject to all such terms, and Holders are
referred to the Indenture and the Trust Indenture Act for a statement of all
such terms.  To the extent permitted by applicable law, in the event of any
inconsistency between the terms of this Note and the terms of the Indenture,
the terms of the Indenture shall control.

                 The Notes are general unsecured obligations of the Company.
<PAGE>   96
                                      A-5


5.  Redemption.

                 The Notes will be redeemable, at the Company's option, in
whole or in part, at any time on or after April 15, 2002 and prior to maturity,
upon not less than 30 nor more than 60 days' prior notice mailed by first-class
mail to each Holder's last address as it appears in the Note Register, at the
following Redemption Prices (expressed in percentages of their principal amount
at maturity), plus accrued and unpaid interest, if any, to the Redemption Date
(subject to the right of Holders of record on the relevant Regular Record Date
to receive interest due on an Interest Payment Date that is on or prior to the
Redemption Date) if redeemed during the 12-month period commencing on April 15
of the applicable year set forth below:

<TABLE>
<CAPTION>
                                                                    Redemption
                          Year                                          Price
                          ----                                      -------------
                          <S>                                         <C>
                          2002                                        106.500%
                          2003                                        103.250%
                          2004 and thereafter                         100.000%

</TABLE>
                 In addition, at any time prior to April 15, 2000, the Company
may redeem up to 35% of the principal amount at maturity of the Notes with the
Net Cash Proceeds of one or more sales by the Company of its Capital Stock
(other than Redeemable Stock) at any time as a whole or from time to time in
part, at a Redemption Price (expressed as a percentage of Accreted Value on the
Redemption Date) of 113%, plus accrued and unpaid interest, if any, to the
Redemption Date (subject to the right of Holders of record on the relevant
Regular Record Date to receive interest due on an Interest Payment Date);
provided that at least $618.5 million aggregate principal amount at maturity of
Notes remains outstanding after each such redemption.

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

6.  Repurchase upon Change in Control.

                 Upon the occurrence of any Change of Control, each Holder
shall have the right to require the repurchase of its Notes by the Company in
cash pursuant to the offer described in the Indenture at a purchase price equal
to 101% of the Accreted Value thereof plus accrued and unpaid interest, if any,
to the date of purchase (the "Change of Control Payment").
<PAGE>   97
                                      A-6


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

7.  Denominations; Transfer; Exchange.

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

8.  Persons Deemed Owners.

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

9.  Unclaimed Money.

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

10.  Discharge Prior to Redemption or Maturity.

                 If the Company deposits with the Trustee money or U.S.
Government Obligations sufficient to pay the then outstanding principal of,
premium, if any, and accrued interest on the Notes (a) to redemption or
maturity, the Company will be discharged from the Indenture and the Notes,
except in certain circumstances for certain sections thereof, and (b) to the
Stated Maturity, the Company will be discharged from certain covenants set
forth in the Indenture.
<PAGE>   98
                                      A-7


11.  Amendment; Supplement; Waiver.

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

12.  Restrictive Covenants.

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

13.  Successor Persons.

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

14.  Defaults and Remedies.

                 The following events constitute "Events of Default" under the
Indenture:  (a) default in the payment of principal of (or premium, if any, on)
any Note when the same becomes due and payable at maturity, upon acceleration,
redemption or otherwise; (b) default in the payment of interest on any Note
when the same becomes due and payable, and such default continues for a period
of 30 days; (c) default in the performance or breach of the provisions of
Article Five or the failure to make or consummate an Offer to Purchase in
accordance with Section 4.10 or Section 4.11; provided that a default or breach
of Section 4.10 arising from an Involuntary Event shall not constitute an Event
of Default unless such Involuntary Event continues for 90 days; (d) the Company
defaults in the performance of or breaches any other covenant or agreement of
the Company in this Indenture or under the Notes (other than a default
specified in clause (a), (b) or (c) above) and such default or breach continues
for a period of 60 consecutive days after written notice by the Trustee or the
Holders of 25% or more in aggregate principal amount at maturity of the Notes,
provided that a default or breach of a covenant or agreement arising from a
Restricted Affiliate ceasing to observe any
<PAGE>   99
                                      A-8


covenant applicable to it resulting from an Involuntary Event shall not
constitute an Event of Default unless such Involuntary Event continues for 90
days;  (e) there occurs with respect to any issue or issues of Indebtedness of
the Company or any Significant Group Member having an outstanding principal
amount of $5 million or more in the aggregate for all such issues of all such
Persons, whether such Indebtedness now exists or shall hereafter be created,
(I) an event of default that has caused the holder thereof to declare such
Indebtedness to be due and payable prior to its Stated Maturity and such
Indebtedness has not been discharged in full or such acceleration has not been
rescinded or annulled within 30 days of such acceleration and/or (II) the
failure to make a principal payment at the final (but not any interim) fixed
maturity and such defaulted payment shall not have been made, waived or
extended within 30 days of such payment default; provided that an acceleration
or payment default arising from an Involuntary Event shall not constitute an
Event of Default unless such Involuntary Event continues for 90 days;  (f) any
final judgment or order (not covered by insurance) for the payment of money in
excess of $5 million in the aggregate for all such final judgments or orders
against all such Persons (treating any deductibles, self-insurance or retention
as not so covered) shall be rendered against the Company or any Significant
Group Member and shall not be paid or discharged, and there shall be any period
of 30 consecutive days following entry of the final judgment or order that
causes the aggregate amount for all such final judgments or orders outstanding
and not paid or discharged against all such Persons to exceed $5 million during
which a stay of enforcement of such final judgment or order, by reason of a
pending appeal or otherwise, shall not be in effect; provided that a final
judgment or order arising from an Involuntary Event shall not constitute an
Event of Default unless such Involuntary Event continues for 90 days;  (g) a
court having jurisdiction in the premises enters a decree or order for (A)
relief in respect of the Company or any Significant Group Member in an
involuntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect, (B) appointment of a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar official of the Company
or any Significant Group Member or for all or substantially all of the property
and assets of the Company or any Significant Group Member or (C) the winding up
or liquidation of the affairs of the Company or any Significant Group Member
and, in each case, such decree or order shall remain unstayed and in effect for
a period of 60 consecutive days; or (h) the Company or any Significant Group
Member (A) commences a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or consents to the
entry of an order for relief in an involuntary case under any such law, (B)
consents to the appointment of or taking possession by a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar official of the Company
or any Significant Group Member or for all or substantially all of the property
and assets of the Company or any Significant Group Member or (C) effects any
general assignment for the benefit of creditors.

                 If an Event of Default, as defined in the Indenture, occurs
and is continuing, the Trustee or the Holders of at least 25% in principal
amount of the Notes may declare all the Notes to be due and payable.  If a
bankruptcy or insolvency default with respect to the Company occurs and is
continuing, the Notes automatically become due and payable.  Holders
<PAGE>   100
                                      A-9


may not enforce the Indenture or the Notes except as provided in the Indenture.
The Trustee may require indemnity satisfactory to it before it enforces the
Indenture or the Notes.  Subject to certain limitations, Holders of at least a
majority in principal amount of the Notes then outstanding may direct the
Trustee in its exercise of any trust or power.

15.  Trustee Dealings with Company.

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

16.  No Recourse Against Others.

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

17.  Authentication.

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

18.  Abbreviations.

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

                 The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture.  Requests may be made to McCaw
International, Ltd., 1191 Second Avenue, Suite 1600, Seattle, Washington 98101,
Attention:  President.
<PAGE>   101
                                      A-10

                           [FORM OF TRANSFER NOTICE]


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

Insert Taxpayer Identification No.

________________________________________________________________________________
Please print or typewrite name and address including zip code of assignee
________________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing
_________________________________________ attorney to transfer said Note on the
books of the Company with full power of substitution in the premises.


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

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

                                  [Check One]

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

                                       or

[  ] (b)         this Note is being transferred other than in accordance with
                 (a) above and documents are being furnished which comply with
                 the conditions of transfer set forth in this Note and the
                 Indenture.
<PAGE>   102
                                      A-11

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

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



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

         The undersigned represents and warrants that it is purchasing this
Note for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act
of 1933, as amended, and is aware that the sale to it is being made in reliance
on Rule 144A and acknowledges that it has received such information regarding
the Company as the undersigned has requested pursuant to Rule 144A or has
determined not to request such information and that it is aware that the
transferor is relying upon the undersigned's foregoing representations in order
to claim the exemption from registration provided by Rule 144A.

Dated:  ___________________________________       ______________________________
                                                  NOTICE:  To be executed by an
                                                  executive officer

<PAGE>   103
                                      A-12


                       OPTION OF HOLDER TO ELECT PURCHASE


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

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

Date:  _________________

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

Signature Guarantee:  ______________________________
<PAGE>   104
                                                                       EXHIBIT B


                              Form of Certificate

                                                          ________________, ____

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

McCaw International, Ltd.
1191 Second Avenue, Suite 1600
Seattle, Washington  98101
Attention:  President

                        Re:   McCaw International, Ltd. (the "Company")
                              13% Senior Discount Notes
                              due 2007 (the "Notes")

Dear Sirs:

               This letter relates to U.S. $_______________ principal amount at
maturity of Notes represented by a Note (the "Legended Note") which bears a
legend outlining restrictions upon transfer of such Legended Note.  Pursuant to
Section 2.01 of the Indenture (the "Indenture") dated as of March 6, 1997
relating to the Notes, we hereby certify that we are (or we will hold such
securities on behalf of) a person outside the United States to whom the Notes
could be transferred in accordance with Rule 904 of Regulation S promulgated
under the U.S. Securities Act of 1933, as amended.  Accordingly, you are hereby
requested to exchange the legended certificate for an unlegended certificate
representing an identical principal amount at maturity of Notes, all in the
manner provided for in the Indenture.

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

                                                        Very truly yours,

                                [Name of Holder]
<PAGE>   105
                                      B-2



                                        By: ____________________________
                                            Authorized Signature
<PAGE>   106
                                                                       EXHIBIT C



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


                               ____________, ____


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

McCaw International, Ltd.
1191 Second Avenue, Suite 1600
Seattle, Washington  98101


                        Re:  McCaw International, Ltd. (the "Company")
                             13%  Senior Discount Notes due 2007 (the "Notes")


Dear Sirs:

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

               1.  We understand that any subsequent transfer of the Notes is
subject to certain restrictions and conditions set forth in the Indenture dated
as of March 6, 1997, relating to the Notes (the "Indenture") and the
undersigned agrees to be bound by, and not to resell, pledge or otherwise
transfer the Notes except in compliance with, such restrictions and conditions
and the Securities Act of 1933, as amended (the "Securities Act").

               2.  We understand that the offer and sale of the Notes have not
been registered under the Securities Act, and that the Notes may not be offered
or sold except as permitted in the following sentence.  We agree, on our own
behalf and on behalf of any accounts for which we are acting as hereinafter
stated, that if we should sell any Notes, we will do so only (A) to the Company
or any subsidiary thereof, (B) in accordance with Rule 144A under the
Securities Act to a "qualified institutional buyer" (as defined therein), (C)
to an institutional
<PAGE>   107
                                      C-2


"accredited investor" (as defined below) that, prior to such transfer,
furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and
to the Company a signed letter substantially in the form of this letter, (D)
outside the United States in accordance with Rule 904 of Regulation S under the
Securities Act, (E) pursuant to the exemption from registration provided by
Rule 144 under the Securities Act, or (F) pursuant to an effective registration
statement under the Securities Act, and we further agree to provide to any
person purchasing any of the Notes from us a notice advising such purchaser
that resales of the Notes are restricted as stated herein.

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

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

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

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

                                             Very truly yours,

                                             [Name of Transferee]


                                             By:  ______________________________
                                                   Authorized Signature
<PAGE>   108
                                                                       EXHIBIT D



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


                               ____________, ____



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

McCaw International, Ltd.
1191 Second Avenue, Suite 1600
Seattle, Washington  98101


                        Re:     McCaw International, Ltd. (the "Company")
                                13% Senior Discount Notes due 2007 (the "Notes")


Dear Sirs:

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

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

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

               (3)  no directed selling efforts have been made by us in the
United States in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S, as applicable; and
<PAGE>   109
                                      D-2

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

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

                                        Very truly yours,

                                        [Name of Transferor]


                                        By:  ______________________________
                                             Authorized Signature