EXHIBIT 4.4






                          ALAMOSA (DELAWARE), INC.

                       12 1/2% Senior Notes due 2011




                                 INDENTURE



                        Dated as of January 31, 2001




                     WELLS FARGO BANK MINNESOTA, N.A.,

                                  Trustee





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                             TABLE OF CONTENTS

                                                                       Page


                                 ARTICLE I

                 Definitions and Incorporation by Reference

SECTION 1.01.  Definitions.............................................1
SECTION 1.02.  Other Definitions......................................32
SECTION 1.03.  Incorporation by Reference of Trust Indenture
                    Act...............................................33
SECTION 1.04.  Rules of Construction..................................33


                                 ARTICLE II

                               The Securities

SECTION 2.01.  Form and Dating........................................34
SECTION 2.02.  Execution and Authentication...........................34
SECTION 2.03.  Registrar and Paying Agent.............................35
SECTION 2.04.  Paying Agent To Hold Money in Trust....................35
SECTION 2.05.  Securityholder Lists...................................36
SECTION 2.06.  Replacement Securities.................................36
SECTION 2.07.  Outstanding Securities.................................36
SECTION 2.08.  Temporary Securities...................................37
SECTION 2.09.  Cancelation............................................37
SECTION 2.10.  Defaulted Interest.....................................37
SECTION 2.11.  CUSIP Numbers..........................................37


                                ARTICLE III

                                 Redemption

SECTION 3.01.  Notices to Trustee.....................................38
SECTION 3.02.  Selection of Securities To Be Redeemed.................38
SECTION 3.03.  Notice of Redemption...................................38
SECTION 3.04.  Effect of Notice of Redemption.........................39
SECTION 3.05.  Deposit of Redemption Price............................39
SECTION 3.06.  Securities Redeemed in Part............................39


                                 ARTICLE IV

                                 Covenants

SECTION 4.01.  Payment of Securities..................................39
SECTION 4.02.  SEC Reports............................................40
SECTION 4.03.  Limitation on Debt.....................................40
SECTION 4.04.  Limitation on Restricted Payments......................42
SECTION 4.05.  Limitation on Liens....................................46
SECTION 4.06.  Limitation on Issuance or Sale of Capital
                    Stock of Restricted Subsidiaries..................46
SECTION 4.07.  Limitation on Asset Sales..............................47
SECTION 4.08.  Limitation on Restrictions on Distributions
                    from Restricted Subsidiaries......................51
SECTION 4.09.  Limitation on Transactions with Affiliates.............52
SECTION 4.10.  Limitation on Layered Debt.............................54
SECTION 4.11.  Designation of Restricted and Unrestricted
                    Subsidiaries......................................54
SECTION 4.12.  Limitation on Sale and Leaseback
                    Transactions......................................55
SECTION 4.13.  Limitation on Company's Business.......................56
SECTION 4.14.  Change of Control......................................56
SECTION 4.15.  Future Subsidiary Guarantors...........................58
SECTION 4.16.  Compliance Certificate.................................58
SECTION 4.17.  Further Instruments and Acts...........................58


                                 ARTICLE V

                             Successor Company

SECTION 5.01.  When Company May Merge or Transfer Assets..............58
SECTION 5.02.  When a Subsidiary Guarantor May Merge or
                    Transfer Assets...................................60


                                 ARTICLE VI

                           Defaults and Remedies

SECTION 6.01.  Events of Default......................................61
SECTION 6.02.  Acceleration...........................................63
SECTION 6.03.  Other Remedies.........................................63
SECTION 6.04.  Waiver of Past Defaults................................64
SECTION 6.05.  Control by Majority....................................64
SECTION 6.06.  Limitation on Suits....................................64
SECTION 6.07.  Rights of Holders To Receive Payment...................65
SECTION 6.08.  Collection Suit by Trustee.............................65
SECTION 6.09.  Trustee May File Proofs of Claim.......................65
SECTION 6.10.  Priorities.............................................65
SECTION 6.11.  Undertaking for Costs..................................66
SECTION 6.12.  Waiver of Stay or Extension Laws.......................66


                                ARTICLE VII

                                  Trustee

SECTION 7.01.  Duties of Trustee......................................66
SECTION 7.02.  Rights of Trustee......................................68
SECTION 7.03.  Individual Rights of Trustee...........................68
SECTION 7.04.  Trustee's Disclaimer...................................69
SECTION 7.05.  Notice of Defaults.....................................69
SECTION 7.06.  Reports by Trustee to Holders..........................69
SECTION 7.07.  Compensation and Indemnity.............................69
SECTION 7.08.  Replacement of Trustee.................................70
SECTION 7.09.  Successor Trustee by Merger............................71
SECTION 7.10.  Eligibility; Disqualification..........................71
SECTION 7.11.  Preferential Collection of Claims Against
                    Company...........................................72


                                ARTICLE VIII

                     Discharge of Indenture; Defeasance

SECTION 8.01.  Discharge of Liability on Securities;
                    Defeasance........................................72
SECTION 8.02.  Conditions to Defeasance...............................73
SECTION 8.03.  Application of Trust Money.............................74
SECTION 8.04.  Repayment to Company...................................74
SECTION 8.05.  Indemnity for Government Obligations...................75
SECTION 8.06.  Reinstatement..........................................75


                                 ARTICLE IX

                                 Amendments

SECTION 9.01.  Without Consent of Holders.............................75
SECTION 9.02.  With Consent of Holders................................76
SECTION 9.03.  Compliance with Trust Indenture Act....................77
SECTION 9.04.  Revocation and Effect of Consents and
                  Waivers.............................................77
SECTION 9.05.  Notation on or Exchange of Securities..................78
SECTION 9.06.  Trustee To Sign Amendments.............................78
SECTION 9.07.  Payment for Consent....................................78


                                 ARTICLE X

                           Subsidiary Guarantees

SECTION 10.01.  Subsidiary Guarantees.................................79
SECTION 10.02.  Contribution..........................................81
SECTION 10.03.  Successors and Assigns................................81
SECTION 10.04.  No Waiver.............................................81
SECTION 10.05.  Modification..........................................81
SECTION 10.06.  Execution of Supplemental Indenture for
                    Future Subsidiary Guarantors......................82


                                 ARTICLE XI

                   Subordination of Subsidiary Guarantees

SECTION 11.01.  Agreement To Subordinate..............................82
SECTION 11.02.  Liquidation, Dissolution, Bankruptcy..................82
SECTION 11.03.  Default on Designated Senior Debt of
                    Subsidiary Guarantor..............................83
SECTION 11.04.  Demand for Payment....................................84
SECTION 11.05.  When Distribution Must Be Paid Over...................84
SECTION 11.06.  Subrogation...........................................84
SECTION 11.07.  Relative Rights.......................................84
SECTION 11.08.  Subordination May Not Be Impaired by
                    Subsidiary Guarantor..............................85
SECTION 11.09.  Rights of Trustee and Paying Agent....................85
SECTION 11.10.  Distribution or Notice to Representative..............85
SECTION 11.11.  Article XI Not To Prevent Events of Default
                    Under a Subsidiary Guaranty or Limit Right
                    To Demand Payment.................................85
SECTION 11.12.  Trustee Entitled To Rely..............................86
SECTION 11.13.  Trustee To Effectuate Subordination...................86
SECTION 11.14.  Trustee Not Fiduciary for Holders of
                    Designated Senior Debt of Subsidiary
                    Guarantor.........................................86
SECTION 11.15.  Reliance by Holders of Designated Senior
                    Debt on Subordination Provisions..................87


                                ARTICLE XII

                               Miscellaneous

SECTION 12.01.  Trust Indenture Act Controls..........................87
SECTION 12.02.  Notices...............................................87
SECTION 12.03.  Communication by Holders with Other Holders...........88
SECTION 12.04.  Certificate and Opinion as to Conditions
                    Precedent.........................................88
SECTION 12.05.  Statements Required in Certificate or
                    Opinion...........................................88
SECTION 12.06.  When Securities Disregarded...........................89
SECTION 12.07.  Rules by Trustee, Paying Agent and
                    Registrar.........................................89
SECTION 12.08.  Legal Holidays........................................89
SECTION 12.09.  Governing Law.........................................89
SECTION 12.10.  No Recourse Against Others............................90
SECTION 12.11.  Successors............................................90
SECTION 12.12.  Multiple Originals....................................90
SECTION 12.13.  Table of Contents; Headings...........................90


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




                           CROSS-REFERENCE TABLE


  TIA                                                             Indenture
Section                                                            Section
                                                                   -------

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

                       N.A. Means Not Applicable.

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



                        INDENTURE dated as of January 31, 2001, among,
                  Alamosa (Delaware), Inc. a Delaware corporation (the
                  "Company"), the Subsidiary Guarantors party hereto
                  (collectively, the "Subsidiary Guarantors") and Wells
                  Fargo Bank Minnesota, N.A., a national banking
                  association, as Trustee (the "Trustee").


            The Company has duly authorized the creation of an issue of
12-1/2% Senior Notes due 2011 and, to provide therefor, the Company has
duly authorized the execution and delivery of this Indenture. Each party
agrees as follows for the benefit of the other parties and for the equal
and ratable benefit of the Holders of the Securities (as defined):


                                 ARTICLE I

                 Definitions and Incorporation by Reference


            SECTION 1.01.  Definitions.

            "Additional Assets" means:

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

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

            "Affiliate" of any specified Person means:

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

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

                         (1) such specified Person,

                  (2) any Subsidiary of such specified Person, or

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

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

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

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

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

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

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

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

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

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

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

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

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

            (b) in all other instances, the present value (discounted at
      the interest rate borne by the Securities, compounded annually) of
      the total obligations of the lessee for rental payments during the
      remaining term of the lease included in such Sale and Leaseback
      Transaction (including any period for which such lease has been
      extended).

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

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

            (b) the sum of all such payments.

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

            (c) capitalized interest,

            (d) non-cash interest expense,

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

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

            (g) Preferred Stock Dividends,

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

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

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


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

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

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

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

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

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

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

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

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

            (e) any extraordinary gain or loss,

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            "Disqualified Stock" means, with respect to any Person, any
Capital Stock that by its terms (or by the terms of any security into which
it is convertible or for which it is exchangeable, in either case at the
option of the holder thereof) or otherwise:

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

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

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

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

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

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

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

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

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

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

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

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

                  (2) Consolidated Interest Expense,

                  (3) depreciation,

                  (4) amortization of intangibles, and

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

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

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

            "Eligible Receivables" means, at any time, net Receivables of
the Company and its Restricted Subsidiaries, as evidenced on the most
recent quarterly consolidated balance sheet of the Company as at a date at
least 45 days prior to such time, arising in the ordinary course of
business of the Company or any Restricted Subsidiary.

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

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

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

            "Fair Market Value" means, with respect to any Property, the
price that could be negotiated in an arm's-length free market transaction,
for cash, between a willing seller and a willing buyer, neither of whom is
under undue pressure or compulsion to complete the transaction. Fair Market
Value shall be determined, except as otherwise provided,

            (a) if such Property has a Fair Market Value equal to
      or less than $15 million, by any Officer of the Company, or

            (b) if such Property has a Fair Market Value in excess of $15
      million, by a majority of the Board of Directors and evidenced by a
      Board Resolution, dated within 30 days of the relevant transaction,
      delivered to the Trustee.

            "Foreign Restricted Subsidiary" means any Restricted Subsidiary
which is not organized under the laws of the United States of America or
any State thereof or the District of Columbia.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            "Investment" by any Person means any direct or indirect loan
(other than advances to customers in the ordinary course of business that
are recorded as accounts receivable on the balance sheet of such Person),
advance or other extension of credit or capital contribution (by means of
transfers of cash or other Property to others or payments for Property or
services for the account or use of others, or otherwise) to, or Incurrence
of a Guarantee of any obligation of, or purchase or acquisition of Capital
Stock, bonds, Securities, debentures or other securities or evidence of
Debt issued by, any other Person, except that the acquisition of the
Capital Stock of another Person in exchange for the Capital Stock of the
Company, other than Disqualified Stock, shall not be considered an
Investment by the Company. For purposes of Sections 4.04 and 4.11 and the
definition of "Restricted Payment", "Investment" shall include the portion
(proportionate to the Company's equity interest in such Subsidiary) of the
Fair Market Value of the net assets of any Subsidiary of the Company at the
time that such Subsidiary is designated an Unrestricted Subsidiary;
provided, however, that upon a redesignation of such Subsidiary as a
Restricted Subsidiary, the Company shall be deemed to continue to have a
permanent "Investment" in an Unrestricted Subsidiary of an amount (if
positive) equal to:

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

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

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

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

            "Leverage Ratio" means the ratio of:

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

            (b) the Annualized Pro Forma EBITDA.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            "Permitted Holders" means Rosewood Telecommunications, L.L.C.,
Caroline Hunt Trust Estate, South Plains Advanced Communications &
Electronics, Inc., West Texas PCS, LLC, Taylor Telecommunications, Inc.,
Tregan International Corp. and Plateau Telecommunications Incorporated, any
individual who controls any of the foregoing as of February 8, 2000 and
their respective estates, spouses, ancestors and lineal descendants, the
legal representatives of any of the foregoing and the trustees of any bona
fide trusts of which the foregoing are the sole beneficiaries or the
grantors, or any Person of which the foregoing "beneficially owns" (as
defined in Rule 13d-3 under the Exchange Act), individually or collectively
with any of the foregoing, at least 662/3% of the total voting power of the
Voting Stock of such Person, or any group (as such term is used in Sections
13(d) and 14(d) of the Exchange Act or any successor provisions) consisting
entirely of the foregoing Persons.

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

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

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

            (c) Temporary Cash Investments;

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

            (e) payroll, travel and similar advances to cover matters that
      are expected at the time of such advances ultimately to be treated as
      expenses for accounting purposes and that are made in the ordinary
      course of business;

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

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

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

            "Permitted Liens" means:

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

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

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

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

            (e) Liens on the Property of the Company or any Restricted
      Subsidiary Incurred in the ordinary course of business to secure
      performance of obligations with respect to statutory or regulatory
      requirements, performance or return-of-money bonds, surety bonds or
      other obligations of a like nature and Incurred in a manner
      consistent with industry practice, in each case which are not
      Incurred in connection with the borrowing of money, the obtaining of
      advances or credit or the payment of the deferred purchase price of
      Property and which do not in the aggregate impair in any material
      respect the use of Property in the operation of the business of the
      Company and the Restricted Subsidiaries taken as a whole;

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

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

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

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

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

            (k) Liens on the Property of the Company or any Restricted
      Subsidiary to secure any Refinancing, in whole or in part, of any
      Debt secured by Liens referred to in clause (b), (f), (g) or (j)
      above; provided, however, that any such Lien shall be limited to all
      or part of the same Property that secured the original Lien (together
      with improvements and accessions to such Property) and the aggregate
      principal amount of Debt that is secured by such Lien shall not be
      increased to an amount greater than the sum of:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            if:

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

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

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

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

            "Property" means, with respect to any Person, any interest of
such Person in any kind of property or asset, whether real, personal or
mixed, or tangible or intangible, including Capital Stock in, and other
securities of, any other Person. For purposes of any calculation required
pursuant to this Indenture, the value of any Property shall be its Fair
Market Value.

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

            "Purchase Money Debt" means Debt:

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

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

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

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

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

            "Registration Rights Agreement" means the Registration Rights
Agreement among the Company, the Initial Purchasers (as defined in Appendix
A) and the Subsidiary Guarantors dated as of January 24, 2001.

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

            "Restricted Payment" means:

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

            (b) the purchase, repurchase, redemption, acquisition or
      retirement for value of any Capital Stock of the Company (other than
      from the Company or a Restricted Subsidiary) or any securities
      exchangeable for or convertible into any such Capital Stock,
      including the exercise of any option to exchange any Capital Stock
      (other than for or into Capital Stock of the Company that is not
      Disqualified Stock);

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

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

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

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

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

            "SEC" means the Securities and Exchange Commission.

            "Securities" means, collectively, the Company's 12- 1/2% Senior
Notes due 2011 issued hereunder (whether on the Issue Date or thereafter),
including any New Securities, treated as a single class of securities under
this Indenture, as amended or supplemented from time to time in accordance
with the terms of this Indenture.

            "Securities Act" means the Securities Act of 1933.

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

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

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

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

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

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

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

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

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

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

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

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

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

            (a) such Person,

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

            (c) one or more Subsidiaries of such Person.

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

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

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

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

            "Temporary Cash Investments" means any of the following:

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

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

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

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

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

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

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

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

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

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

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

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

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

            (c) Capital Stock Sale Proceeds, plus

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

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

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

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

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

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

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

            "Unrestricted Subsidiary" means:

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

            (b) any Subsidiary of an Unrestricted Subsidiary.

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

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

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

            SECTION 1.02.  Other Definitions.


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

"Affiliate Transaction"...................................              4.09
"Allocable Excess Proceeds"...............................              4.07
"Bankruptcy Law"..........................................              6.01
"Change of Control Offer".................................              4.14
"Change of Control Payment Date"..........................              4.14
"Change of Control Purchase Price"........................              4.14
"Claiming Guarantor"......................................             10.02
"Contributing Party"......................................             10.02
"covenant defeasance option"..............................              8.01
"Custodian"...............................................              6.01
"Event of Default"........................................              6.01
"Excess Proceeds".........................................              4.07
"Global Security".........................................           Appendix A
"legal defeasance option".................................              8.01
"Legal Holiday"...........................................             12.08
"Obligations".............................................             10.01
"Offer Amount"............................................              4.07
"Offer Period"............................................              4.07
"pay its Subsidiary Guaranty".............................             11.03
"Paying Agent"............................................              2.03
"Payment Blockage Notice".................................             11.03
"Payment Blockage Period".................................             11.03
"Prepayment Offer"........................................              4.07
"Registrar"...............................................              2.03
"Surviving Person"........................................              5.01

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

            "Commission" means the SEC.

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

            "indenture security holder" means a Securityholder.

            "indenture to be qualified" means this Indenture.

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

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

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

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

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

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

            (3) "or" is not exclusive;

            (4) "including" means including without limitation;

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

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

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

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


                                 ARTICLE II

                               The Securities

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

            SECTION 2.02. Execution and Authentication. Two Officers shall
sign the Securities for the Company by manual or facsimile signature. The
Company's seal shall be impressed, affixed, imprinted or reproduced on the
Securities and may be in facsimile form.

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

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

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

            The Trustee may appoint an authenticating agent reasonably
acceptable to the Company to authenticate the Securities. Unless limited by
the terms of such appointment, an authenticating agent may authenticate
Securities whenever the Trustee may do so. Each reference in this Indenture
to authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as any Registrar, Paying Agent or
agent for service of notices and demands.

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

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

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

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

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

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

            Every replacement Security is an additional obligation of the
Company.

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

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

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

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

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

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

            SECTION 2.11. CUSIP Numbers. The Company in issuing the
Securities may use "CUSIP" numbers (if then generally in use) and, if so,
the Trustee shall use "CUSIP" numbers in notices of redemption as a
convenience to Holders; provided, however, that neither the Company nor the
Trustee shall have any responsibility for any defect in the "CUSIP" number
that appears on any Security, check, advice of payment or redemption
notice, and any such notice may state that no representation is made as to
the correctness of such numbers either as printed on the Securities or as
contained in any notice of a redemption and that reliance may be placed
only on the other identification numbers printed on the Securities, and any
such redemption shall not be affected by any defect in or omission of such
numbers.


                                ARTICLE III

                                 Redemption

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

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

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

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

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

            (1) the redemption date;

            (2) the redemption price;

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

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

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

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

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

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

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

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

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


                                 ARTICLE IV

                                 Covenants

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

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

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

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

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

            (2) such Debt is Debt of the Company or a Subsidiary Guarantor
      and is Incurred prior to January 1, 2004, provided that after giving
      effect to the Incurrence of such Debt and the application of the
      proceeds thereof, the total Debt of the Company and its Restricted
      Subsidiaries on a consolidated basis would be equal to or less than
      75% of Total Invested Capital; or

            (3) such Debt is Permitted Debt.

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

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

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

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

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

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

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

            (e) Debt under Interest Rate Agreements entered into by the
      Company or a Restricted Subsidiary for the purpose of limiting
      interest rate risk in the ordinary course of the financial management
      of the Company or such Restricted Subsidiary and not for speculative
      purposes, provided, however, that the obligations under such
      agreements are related to payment obligations on Debt otherwise
      permitted by the terms of this Section 4.03;

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

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

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

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

            For purposes of determining compliance with this
      Section 4.03,

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

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

            Notwithstanding anything to the contrary contained in
this Section 4.03,

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

            (b) the Company shall not permit any Restricted Subsidiary that
      is not a Subsidiary Guarantor to Incur any Debt pursuant to this
      Section 4.03 if the proceeds thereof are used, directly or
      indirectly, to Refinance any Debt of the Company or any Subsidiary
      Guarantor.

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

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

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

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

                  (1) the result of:

                        (A) Cumulative EBITDA, minus

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

                  (2) Capital Stock Sale Proceeds, plus

                  (3) the sum of:

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

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

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

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

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

            plus

                  (4) an amount equal to the sum of:

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

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

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

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

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

            (b) purchase, repurchase, redeem, legally defease, acquire or
      retire for value Capital Stock of the Company or Subordinated
      Obligations in exchange for, or out of the proceeds of the
      substantially concurrent sale of, Capital Stock of the Company (other
      than Disqualified Stock and other than Capital Stock issued or sold
      to a Subsidiary of the Company or an employee stock ownership plan or
      trust established by the Company or any such Subsidiary for the
      benefit of their employees); provided, however, that:

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

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

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

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

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

                  (1) the aggregate amount of such repurchases shall not
            exceed $3 million in any calendar year, although any unused
            amount in any calendar year may be carried forward to one or
            more future calendar years, and

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

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

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

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

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

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

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

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

            (1) directors' qualifying shares,

            (2) to the Company or a Restricted Subsidiary,

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

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

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

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

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

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

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

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

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

            (b) at least 75% of the consideration paid to the Company or
      such Restricted Subsidiary in connection with such Asset Sale is in
      the form of cash or cash equivalents or Telecommunications Assets or
      the assumption by the purchaser of liabilities of the Company or any
      Restricted Subsidiary (other than liabilities that are by their terms
      subordinated to the Securities or the applicable Subsidiary Guaranty)
      as a result of which the Company and the Restricted Subsidiaries are
      no longer obligated with respect to such liabilities; and

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

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

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

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

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

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

            (a) the Excess Proceeds and

            (b) a fraction,

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

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

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

            (2) Not later than the date upon which written notice of a
Prepayment Offer is delivered to the Trustee as provided above, the Company
shall deliver to the Trustee an Officers' Certificate as to (i) the amount
of the Prepayment Offer (the "Offer Amount"), (ii) the allocation of the
Net Available Cash from the Asset Sales pursuant to which such Prepayment
Offer is being made and (iii) the compliance of such allocation with the
provisions of the second paragraph of this Section 4.07. On or before the
Purchase Date, the Company shall also irrevocably deposit with the Trustee
or with the Paying Agent (or, if the Company or a Wholly Owned Subsidiary
is the Paying Agent, shall segregate and hold in trust) in Temporary Cash
Investments (other than in those enumerated in clause (b) of the definition
of Temporary Cash Investments), maturing on the last day prior to the
Purchase Date or on the Purchase Date if funds are immediately available by
open of business, an amount equal to the Offer Amount to be held for
payment in accordance with the provisions of this Section. Upon the
expiration of the period for which the Prepayment Offer remains open (the
"Offer Period"), the Company shall deliver to the Trustee for cancelation
the Securities or portions thereof that have been properly tendered to and
are to be accepted by the Company. The Trustee or the Paying Agent shall,
on the Purchase Date, mail or deliver payment to each tendering Holder in
the amount of the purchase price. In the event that the aggregate purchase
price of the Securities delivered by the Company to the Trustee is less
than the Offer Amount, the Trustee or the Paying Agent shall deliver the
excess to the Company immediately after the expiration of the Offer Period
for application in accordance with this Section.

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

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

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

            SECTION 4.08. Limitation on Restrictions on Distributions from
Restricted Subsidiaries. The Company shall not, and shall not permit any
Restricted Subsidiary to, directly or indirectly, create or otherwise cause
or suffer to exist any consensual restriction on the right of any
Restricted Subsidiary to:

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

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

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

The foregoing limitations will not apply:

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

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

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

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

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

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

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

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

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

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

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

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

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

            SECTION 4.09. Limitation on Transactions with Affiliates. The
Company shall not, and shall not permit any Restricted Subsidiary to,
directly or indirectly, conduct any business or enter into or suffer to
exist any transaction or series of transactions (including the purchase,
sale, transfer, assignment, lease, conveyance or exchange of any Property
or the rendering of any service) with, or for the benefit of, any Affiliate
of the Company (an "Affiliate Transaction"), unless:

            (a) the terms of such Affiliate Transaction are:

                        (1) set forth in writing and

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

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

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

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

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

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

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

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

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

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

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

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

            (b) either:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  (3) that any Security (or portion thereof) accepted for
            payment (and duly paid on the Change of Control Payment Date)
            pursuant to the Change of Control Offer shall cease to accrete
            interest after the Change of Control Payment Date;

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

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

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

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

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

            The Company will comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities
laws or regulations in connection with the purchase of Securities pursuant
to this Section 4.14. To the extent that the provisions of any securities
laws or regulations conflict with the provisions of this Section 4.14, the
Company will comply with the applicable securities laws and regulations and
will not be deemed to have breached its obligations under this Section 4.14
by virtue thereof.

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

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

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


                                 ARTICLE V

                             Successor Company

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

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

            (b) the Surviving Person (if other than the Company) expressly
      assumes, by supplemental indenture in form satisfactory to the
      Trustee, executed and delivered to the Trustee by such Surviving
      Person, the due and punctual payment of the principal of, and
      premium, if any, and interest on, all the Securities, according to
      their tenor, and the due and punctual performance and observance of
      all the covenants and conditions of this Indenture to be performed by
      the Company;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            (b) a lease,

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


                               ARTICLE VI

                         Defaults and Remedies

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

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

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

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

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

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

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

                  (A) commences a voluntary case;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            THIRD:  to the Company.

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

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

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


                                ARTICLE VII

                                  Trustee

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            SECTION 7.02.  Rights of Trustee.  (a)  The Trustee
may rely on any document believed by it to be genuine and to have
been signed or presented by the proper person. The Trustee need not
investigate any fact or matter stated in the document. The Trustee may,
however, in its discretion make such further inquiry or investigation into
such facts or matters as it may see fit and, if the Trustee shall determine
to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company, personally or by
agent or attorney.

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

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

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

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

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

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

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

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

            SECTION 7.06. Reports by Trustee to Holders. As promptly as
practicable after each December 31 beginning with December 31, 2000, and in
any event prior to March 31 in each year, the Trustee shall mail to each
Securityholder a brief report dated as of December 31 each year that
complies with TIA ss. 313(a), if and to the extent required by such
subsection. The Trustee shall also comply with TIA ss. 313(b).

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

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

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

            The Company's payment obligations pursuant to this Section
shall survive the resignation or removal of the Trustee and the discharge
of this Indenture. When the Trustee incurs expenses after the occurrence of
a Default specified in Section 6.01(6) or (7) with respect to the Company,
the expenses are intended to constitute expenses of administration under
the Bankruptcy Law.

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

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

            (2) the Trustee is adjudged bankrupt or insolvent;

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

            (4) the Trustee otherwise becomes incapable of acting.

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

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

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

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

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

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

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

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

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


                                ARTICLE VIII

                     Discharge of Indenture; Defeasance

            SECTION 8.01. Discharge of Liability on Securities; Defeasance.
(a) When (i) the Company delivers to the Trustee all outstanding Securities
(other than Securities replaced pursuant to Section 2.06) for cancelation
or (ii) all outstanding Securities have become due and payable, whether at
maturity or as a result of the mailing of a notice of redemption pursuant
to Article III and the Company irrevocably deposits with the Trustee funds
sufficient to pay at maturity or upon redemption all outstanding
Securities, including interest thereon to maturity or such redemption date
(other than Securities replaced pursuant to Section 2.06), and if in either
case the Company pays all other sums payable hereunder by the Company, then
this Indenture shall, subject to Section 8.01(c), cease to be of further
effect. The Trustee shall acknowledge satisfaction and discharge of this
Indenture on demand of the Company accompanied by an Officers' Certificate
and an Opinion of Counsel and at the cost and expense of the Company.

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

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

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

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

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

            (1) the Company irrevocably deposits in trust with
      the Trustee money or U.S. Government Obligations for the
      payment of principal of and premium, if any, and interest on
      the Securities to maturity or redemption, as the case may
      be;

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                 ARTICLE IX

                                 Amendments

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

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

            (2) to comply with Article V;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                 ARTICLE X

                           Subsidiary Guarantees

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

            Each Subsidiary Guarantor waives presentation to, demand of,
payment from and protest to the Company of any of the Obligations and also
waives notice of protest for nonpayment. Subject to Article XI, each
Subsidiary Guarantor waives notice of any default under the Securities or
the Obligations. The obligations of each Subsidiary Guarantor hereunder
shall not be affected by (a) the failure of any Holder or the Trustee to
assert any claim or demand or to enforce any right or remedy against the
Company or any other Person under this Indenture, the Securities or any
other agreement or otherwise; (b) any extension or renewal of any thereof;
(c) any rescission, waiver, amendment or modification of any of the terms
or provisions of this Indenture, the Securities or any other agreement; (d)
the release of any security held by any Holder or the Trustee for the
Obligations or any of them; (e) the failure of any Holder or the Trustee to
exercise any right or remedy against any other guarantor of the
Obligations; or (f) any change in the ownership of such Subsidiary
Guarantor.

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

            Each Subsidiary Guaranty is, to the extent and in the manner
set forth in Article XI, subordinated and subject in right of payment to
the prior payment in full of all Designated Senior Debt of the Subsidiary
Guarantor giving such Subsidiary Guaranty and is made subject to such
provisions of this Indenture.

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

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

            In furtherance of the foregoing and not in limitation of any
other right which any Holder or the Trustee has at law or in equity against
any Subsidiary Guarantor by virtue hereof, and subject in all instances to
Article XI hereof, upon the failure of the Company to pay the principal of
or premium, if any, or interest on any Obligation when and as the same
shall become due, whether at maturity, by acceleration, by redemption or
otherwise, or to perform or comply with any other Obligation, each
Subsidiary Guarantor hereby promises to and will, upon receipt of written
demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the
Holders or the Trustee an amount equal to the sum of (i) the unpaid amount
of such Obligations, (ii) accrued and unpaid premium, if any, and interest
on such Obligations (but only to the extent not prohibited by law) and
(iii) all other monetary Obligations of the Company to the Holders and the
Trustee.

            Each Subsidiary Guarantor agrees that it shall not be entitled
to any right of subrogation in respect of any Obligations guaranteed hereby
until payment in full in cash of all Obligations and all obligations to
which the Obligations are subordinated as provided in Article XI. Each
Subsidiary Guarantor further agrees that, as between it, on the one hand,
and the Holders and the Trustee, on the other hand, (x) the maturity of the
Obligations guaranteed hereby may be accelerated as provided in Article VI
for the purposes of such Subsidiary Guarantor's Subsidiary Guaranty herein,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Obligations guaranteed hereby, and (y) in
the event of any declaration of acceleration of such Obligations as
provided in Article VI, such Obligations (whether or not due and payable)
shall, subject to Article XI hereof, forthwith become due and payable by
such Subsidiary Guarantor for the purposes of this Section.

            Each Subsidiary Guarantor also agrees to pay any and all costs
and expenses (including reasonable attorneys' fees) incurred by the Trustee
or any Holder in enforcing any rights under this Section 10.01.

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

            SECTION 10.03. Successors and Assigns. This Article X shall be
binding upon each Subsidiary Guarantor and its successors and assigns and
shall inure to the benefit of the successors and assigns of the Trustee and
the Holders and, in the event of any transfer or assignment of rights by
any Holder or the Trustee, the rights and privileges conferred upon that
party in this Indenture and in the Securities shall automatically extend to
and be vested in such transferee or assignee, all subject to the terms and
conditions of this Indenture.

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

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

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


                                 ARTICLE XI

                   Subordination of Subsidiary Guarantees

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

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

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

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

            SECTION 11.03. Default on Designated Senior Debt of Subsidiary
Guarantor. No Subsidiary Guarantor may make any payment pursuant to any of
its Obligations or repurchase, redeem or otherwise retire or defease any
Securities or other Obligations (collectively, "pay its Subsidiary
Guaranty") if (i) any principal, premium or interest in respect of the
Designated Senior Debt of such Subsidiary Guarantor is not paid when due
(including at maturity) or (ii) any other default on Designated Senior Debt
of such Subsidiary Guarantor occurs and the maturity of such Designated
Senior Debt is accelerated in accordance with its terms unless, in either
case, (x) the default has been cured or waived and any such acceleration
has been rescinded or (y) such Designated Senior Debt has been paid in full
in cash; provided, however, that any Subsidiary Guarantor may pay its
Subsidiary Guaranty without regard to the foregoing if such Subsidiary
Guarantor and the Trustee receive written notice approving such payment
from the holders of such Designated Senior Debt (or the authorized
representative therefor) of such Subsidiary Guarantor. In addition, during
the continuance of any default (other than a default described in clause
(i) or (ii) of the preceding sentence) with respect to any Designated
Senior Debt pursuant to which the maturity thereof may be accelerated
immediately without further notice (except any notice required to effect
the acceleration) or the expiration of any applicable grace period, no
Subsidiary Guarantor may pay its Subsidiary Guaranty for a period (a
"Payment Blockage Period") commencing upon the receipt by such Subsidiary
Guarantor and the Trustee of written notice of such default from a
representative under the Credit Facilities specifying an election to effect
a Payment Blockage Period (a "Payment Blockage Notice") and ending 179 days
thereafter (unless such Payment Blockage Period is earlier terminated (a)
by written notice to the Trustee and such Subsidiary Guarantor from such
authorized representative or the holders of such Designated Senior Debt,
(b) because such default is no longer continuing or (c) because all such
Designated Senior Debt has been repaid in full in cash). Unless the holders
of Designated Senior Debt shall have accelerated the maturity of such
Designated Senior Debt and not rescinded such acceleration, any Subsidiary
Guarantor may (unless otherwise prohibited as described in Section 11.02 or
the first or second sentences of this paragraph) resume payments pursuant
to its Subsidiary Guaranty after such Payment Blockage Period. Not more
than one Payment Blockage Notice may be given in any consecutive 360-day
period, irrespective of the number of defaults during such period.

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

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

            SECTION 11.06. Subrogation. After all Designated Senior Debt of
a Subsidiary Guarantor is paid in full in cash and until the Securities are
paid in full in cash, Securityholders shall be subrogated to the rights of
holders of Designated Senior Debt to receive distributions applicable to
Designated Senior Debt. A distribution made under this Article XI to
holders of such Designated Senior Debt that otherwise would have been made
to Securityholders is not, as between the relevant Subsidiary Guarantor and
Securityholders, a payment by such Subsidiary Guarantor on such Designated
Senior Debt.

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

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

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

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

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

            The Trustee in its individual or any other capacity may hold
Designated Senior Debt with the same rights it would have if it were not
Trustee. The Registrar and co-registrar and the Paying Agent may do the
same with like rights. The Trustee shall be entitled to all the rights set
forth in this Article XI with respect to any Designated Senior Debt of any
Subsidiary Guarantor that may at any time be held by it, to the same extent
as any other holder of Designated Senior Debt; and nothing in Article VII
shall deprive the Trustee of any of its rights as such holder. Nothing in
this Article XI shall apply to claims of, or payments to, the Trustee under
or pursuant to Section 7.07.

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

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

            SECTION 11.12. Trustee Entitled To Rely. Upon any payment or
distribution pursuant to this Article XI, the Trustee and the
Securityholders shall be entitled to rely, except to the extent such
reliance would constitute gross negligence or bad faith, (i) upon any order
or decree of a court of competent jurisdiction in which any proceedings of
the nature referred to in Section 11.02 are pending, (ii) upon a
certificate of the liquidating trustee or agent or other Person making such
payment or distribution to the Trustee or to the Securityholders or (iii)
upon the authorized representative, if any, for the holders of Designated
Senior Debt of any Subsidiary Guarantor for the purpose of ascertaining the
Persons entitled to participate in such payment or distribution, the
holders of Designated Senior Debt and other Debt of such Subsidiary
Guarantor, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to
this Article XI. In the event that the Trustee determines, in good faith,
that evidence is required with respect to the right of any Person as a
holder of Designated Senior Debt of any Subsidiary Guarantor to participate
in any payment or distribution pursuant to this Article XI, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of
the Trustee as to the amount of Designated Senior Debt of such Subsidiary
Guarantor held by such Person, the extent to which such Person is entitled
to participate in such payment or distribution and other facts pertinent to
the rights of such Person under this Article XI, and, if such evidence is
not furnished, the Trustee may defer any payment to such Person pending
judicial determination as to the right of such Person to receive such
payment. The provisions of Sections 7.01 and 7.02 shall be applicable to
all actions or omissions of actions by the Trustee pursuant to this Article
XI. Notwithstanding anything to the contrary contained in this Section
11.12, the provisions of this Section 11.12 shall not change, modify or
otherwise affect the rights of the holders of Designated Senior Debt.

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

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

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


                                ARTICLE XII

                               Miscellaneous

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

            SECTION 12.02. Notices. Any notice or communication shall be in
writing and delivered in person or mailed by first- class mail or sent by
facsimile (with a hard copy delivered in person or by mail promptly
thereafter) and addressed as follows:

                        if to the Company:

                        Alamosa (Delaware), Inc.
                        4403 Brownfield Highway
                        Lubbock, Texas 79407

                        Attention of:  Kendall W. Cowan


                        if to any Subsidiary Guarantor, to such
                        Subsidiary Guarantor:

                        In care of Alamosa (Delaware), Inc.
                        4403 Brownfield Highway
                        Lubbock, Texas 79407

                        Attention of:  Kendall W. Cowan


                        if to the Trustee:

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

                        Attention of:
                        Corporate Trust Services

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



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


                                    ALAMOSA (DELAWARE), INC.,


                                      by    /s/ David Sharbutt
                                          ---------------------------

                                          Name:  David E. Sharbutt
                                          Title: Chairman of the
                                                 Board and CEO

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

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


                                      by    /s/ David Sharbutt
                                          ---------------------------

                                          Name:  David E. Sharbutt
                                          Title: Chairman of the
                                                 Board and CEO


                                    ALAMOSA LIMITED, LLC

                                      by    /s/ Barry A. Crozier
                                          ---------------------------

                                          Name:  Barry A. Crozier
                                          Title: Manager and Vice
                                                 President



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


                                     by     /s/ Timothy P. Mowdy
                                          ---------------------------

                                          Name:  Timothy P. Mowdy
                                          Title: Corporate Trust
                                                 Officer



                                                              SCHEDULE I






                           Subsidiary Guarantors


Alamosa PCS, Inc.

Texas Telecommunications, LP

Alamosa Wisconsin Limited Partnership

Alamosa Delaware GP, LLC

Alamosa Wisconsin GP, LLC

Alamosa Finance, LLC

Alamosa Limited, LLC



                                                              APPENDIX A






                     PROVISIONS RELATING TO SECURITIES
                             AND NEW SECURITIES

      1.  Definitions

      1.1  Definitions

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

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

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

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

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

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

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

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

            "Initial Purchasers" means Salomon Smith Barney Inc.,
TD Securities (USA) Inc., First Union Securities Inc., Credit
Suisse First Boston Corporation, Lehman Brothers Inc. and Scotia
Capital (USA) Inc.

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

            "Purchase Agreement" means the Purchase Agreement dated January
24, 2001 among the Company, the Subsidiary Guarantors and the Initial
Purchasers.

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

            "Registered Exchange Offer" means the offer by the Company,
pursuant to the Registration Agreement, to certain Holders of Securities,
to issue and deliver to such Holders, in exchange for their Securities, a
like aggregate principal amount of New Securities registered under the
Securities Act.

            "Registration Agreement" means the Exchange and Registration
Rights Agreement dated January 24, 2001 , among the Company, the Subsidiary
Guarantors, and the Initial Purchasers.

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

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

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

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

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

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

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

            "Securities" means the 12 1/2% Senior Notes due 2011 of the
Company.

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

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

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

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

      1.2  Other Definitions

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

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


      2.  The Securities

      2.1  Form and Dating

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

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

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

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

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

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

      2.2 Authentication. The Trustee shall authenticate and make available
for delivery upon a written order of the Company signed by two Officers (1)
Securities for original issue on the date hereof in an aggregate principal
amount of $250,000,000 and (2) the New Securities for issue only in a
Registered Exchange Offer pursuant to the Registration Agreement and for a
like principal amount of Securities exchanged pursuant thereto. Such order
shall specify the amount of the Securities to be authenticated, the date on
which the original issue of Securities is to be authenticated and whether
the Securities are to be Securities or New Securities. The aggregate
principal amount of Securities outstanding at any time may not exceed
$250,000,000 except as provided in Section 2.07 of this Indenture.

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


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

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

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

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

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

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

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

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

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

            (i)  certification (in the form set forth on the
      reverse side of the Security) that such Definitive Security
      is being transferred (A) to a QIB in accordance with Rule 144A, (B)
      to an IAI that has furnished to the Trustee a signed letter
      substantially in the form of Exhibit D or (C) outside the United
      States in an offshore transaction within the meaning of Regulation S
      and in compliance with Rule 904 under the Securities Act; and

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

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

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

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

            (iii) Notwithstanding any other provisions of this Appendix
      (other than the provisions set forth in Section 2.4), a Global
      Security may not be transferred as a whole except by the Depositary
      to a nominee of the Depositary or by a nominee of the Depositary to
      the Depositary or another nominee of the Depositary or by the
      Depositary or any such nominee to a successor Depositary or a nominee
      of such successor Depositary.

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

            (d) Restrictions on Transfer of Regulation S Global Security.
(i) Prior to the expiration of the Restricted Period, interests in the
Regulation S Global Security may only be held through Euroclear or Cedel.
During the Restricted Period, beneficial ownership interests in the
Regulation S Global Security may only be sold, pledged or transferred
through Euroclear or Cedel in accordance with the Applicable Procedures and
only (A) to the Company, (B) so long as such security is eligible for
resale pursuant to Rule 144A, to a person whom the selling holder
reasonably believes is a QIB that purchases for its own account or for the
account of a QIB to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144A, (C) in an offshore
transaction in accordance with Regulation S, (D) pursuant to an exemption
from registration under the Securities Act provided by Rule 144 (if
applicable) under the Securities Act, (E) to an IAI purchasing for its own
account, or for the account of such an IAI, in a minimum principal amount
of Securities of $250,000 or (F) pursuant to an effective registration
statement under the Securities Act, in each case in accordance with any
applicable securities laws of any state of the United States. Prior to the
expiration of the Restricted Period, transfers by an owner of a beneficial
interest in the Regulation S Global Security to a transferee who takes
delivery of such interest through the Rule 144A Global Security or the IAI
Global Security shall be made only in accordance with Applicable Procedures
and upon receipt by the Trustee of a written certification from the
transferor of the beneficial interest in the form provided on the reverse
of the Security to the effect that such transfer is being made to (i) a
person whom the transferor reasonably believes is a QIB within the meaning
of Rule 144A in a transaction meeting the requirements of Rule 144A or (ii)
an IAI purchasing for its own account, or for the account of such an IAI,
in a minimum principal amount of the Securities of $250,000. Such written
certification shall no longer be required after the expiration of the
Restricted Period. In the case of a transfer of a beneficial interest in
the Regulation S Global Security for an interest in the IAI Global
Security, the transferee must furnish a signed letter substantially in the
form of Exhibit D to the Trustee.

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

            (e)  Legend.

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


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

            THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE
"RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER
OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR
ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY
PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A
REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON
IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT
OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER
THE SECURITIES ACT, (E) TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN
INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN
EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR
INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN
CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F)
PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE
TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS
LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE."

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

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

Each Definitive Security shall bear the following additional legend:

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

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

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

            (iv) Upon the consummation of a Registered Exchange Offer with
      respect to the Securities pursuant to which Holders of such
      Securities are offered New Securities in exchange for their
      Securities, all requirements pertaining to Securities that Securities
      be issued in global form shall continue to apply, and New Securities
      in global form without the Restricted Securities Legend shall be
      available to Holders that exchange such Securities in such Registered
      Exchange Offer.

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

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

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

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

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

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

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

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

            (h)  No Obligation of the Trustee.

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

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

      2.4  Definitive Securities

            (a) A Global Security deposited with the Depositary or with the
Trustee as Securities Custodian pursuant to Section 2.1 shall be
transferred to the beneficial owners thereof in the form of Definitive
Securities in an aggregate principal amount equal to the principal amount
of such Global Security, in exchange for such Global Security, only if such
transfer complies with Section 2.3 and (i) the Depositary notifies the
Company that it is unwilling or unable to continue as a Depositary for such
Global Security or if at any time the Depositary ceases to be a "clearing
agency" registered under the Exchange Act, and a successor depositary is
not appointed by the Company within 90 days of such notice, or (ii) an
Event of Default has occurred and is continuing or (iii) the Company, in
its sole discretion, notifies the Trustee in writing that it elects to
cause the issuance of certificated Securities under this Indenture.

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

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

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



                                                               EXHIBIT A










                       [FORM OF FACE OF SECURITY]

                       [Global Securities Legend]

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

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


                     [Restricted Securities Legend]

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

            THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE
"RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER
OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR
ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY
PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A
REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON
IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT
OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER
THE SECURITIES ACT, (E) TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN
INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN
EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR
INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN
CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F)
PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE
TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS
LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE.

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

                   [Legend for Definitive Securities]

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


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




No.                                                [up to]***$__________

                    12 1/2% Senior Discount Note due 2011

                                                           CUSIP No. [ ]

            Alamosa (Delaware), Inc., a Delaware corporation, promises to
pay to [Cede & Co.]***, or registered assigns, on February 1, 2011, the
principal amount [of Dollars]** [as set forth on the Schedule of Increases
or Decreases annexed hereto]***.

            Interest Payment Dates: February 1 and August 1.

            Record Dates: January 15 and July 15.
--------
**    Insert for Definitive Securities
***   Insert for Global Securities


            Additional provisions of this Security are set forth on the
back of this Security.

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


                                    ALAMOSA (DELAWARE), INC.,

                                       by
                                          ------------------------------
                                          Name:  David E. Sharbutt
                                          Title:


                                       by
                                          ------------------------------
                                          Name:
                                          Title:


[CORPORATE SEAL]


TRUSTEE'S CERTIFICATE OF
      AUTHENTICATION

Dated:  [   ], [   ]

WELLS FARGO BANK MINNESOTA, N.A.,

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



by:
      ------------------------------
      Authorized Signatory





*/ If the Security is to be issued in global form, add the Global
Securities Legend and the attachment captioned "TO BE ATTACHED TO GLOBAL
SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY".



                         [FORM OF BACK OF SECURITY]

                        12 1/2% Senior Note due 2011


1.  Interest

            (a) Alamosa (Delaware), Inc., a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest
on the principal amount of this Security at the rate per annum shown above.
The Company will pay interest semiannually on February 1 and August 1 of
each year, commencing August 1, 2001. Interest shall be computed on the
basis of a 360-day year of twelve 30-day months. The Company shall pay
interest on overdue principal at the rate borne by the Securities plus 1%
per annum, and it shall pay interest on overdue installments of interest at
the rate borne by the Securities to the extent lawful.

            (b) Liquidated Damages. The holder of this Security is entitled
to the benefits of an Exchange and Registration Rights Agreement, dated as
of January 31, 2001, among the Company, the Subsidiary Guarantors and the
Initial Purchasers named therein (the "Registration Agreement").
Capitalized terms used in this paragraph (b) but not defined herein have
the meanings assigned to them in the Registration Agreement. If (i) on or
prior to the 90th day following the date of original issuance of the notes,
neither the Exchange Offer Registration Statement nor the Shelf
Registration Statement has been filed with the Commission, (ii) on or prior
to the 180th day following the date of original issuance of the notes,
neither the Exchange Offer Registration Statement nor the Shelf
Registration Statement has been declared effective, (iii) on or prior to
the 210th day following the date of original issuance of the notes, neither
the Registered Exchange Offer has been consummated nor the Shelf
Registration Statement has been declared effective, or (iv) after the Shelf
Registration Statement has been declared effective, such Registration
Statement ceases to be effective or usable in connection with resales of
notes in accordance with and during the periods specified in the
Registration Rights Agreement (each such event referred to in clauses (i)
through (iv) a "Registration Default"), interest ("Special Interest") will
accrue (in addition to the stated interest on the notes and the Exchange
Notes) on the principal amount from and including the date on which any
such Registration Default shall occur to but excluding the date on which
all Registration Defaults have been cured. Special Interest will accrue on
the principal amount of the Securities constituting Transfer Restricted
Securities held by such holder at a rate of 0.25% per annum until the
applicable Registration Statement is filed or declared effective, the
Registered Exchange Offer is consummated or the Shelf Registration
Statement again becomes effective, as the case may be. All accrued
liquidated damages shall be paid to holders in the same manner as interest
payments on the Securities on semi- annual payment dates which correspond
to interest payment dates for the Securities. Following the cure of all
Registration Defaults, the accrual of liquidated damages shall cease. The
Trustee shall have no responsibility with respect to the determination of
the amount of any such liquidated damages. For purposes of the foregoing,
"Transfer Restricted Securities" means (i) each Security until the date on
which such Security has been exchanged for a freely transferable New
Security in the Registered Exchange Offer, (ii) each Security until the
date on which such Security has been effectively registered under the
Securities Act and disposed of in accordance with a Shelf Registration
Statement or (iii) each Security until the date on which such Security is
distributed to the public pursuant to Rule 144 under the Securities Act or
is saleable pursuant to Rule 144(k) under the Securities Act.

2.  Method of Payment

            The Company will pay interest on the Securities (except
defaulted interest) to the Persons who are registered holders of Securities
at the close of business on January 15 or July 15 next preceding the
interest payment date even if Securities are canceled after the record date
and on or before the interest payment date. Holders must surrender
Securities to a Paying Agent to collect principal payments. The Company
will pay principal and interest in money of the United States of America
that at the time of payment is legal tender for payment of public and
private debts. Payments in respect of the Securities represented by a
Global Security (including principal, premium and interest) will be made by
wire transfer of immediately available funds to the accounts specified by
The Depository Trust Company. The Company will make all payments in respect
of a Definitive Security (including principal, premium and interest), by
mailing a check to the registered address of each Holder thereof; provided,
however, that payments on the Securities may also be made, in the case of a
Holder of at least $1,000,000 aggregate principal amount of Securities, by
wire transfer to a U.S. dollar account maintained by the payee with a bank
in the United States if such Holder elects payment by wire transfer by
giving written notice to the Trustee or the Paying Agent to such effect
designating such account no later than 30 days immediately preceding the
relevant due date for payment (or such other date as the Trustee may accept
in its discretion).

3.  Paying Agent and Registrar

            Initially, Wells Fargo Bank Minnesota, N.A., a national banking
association (the "Trustee"), will act as Paying Agent and Registrar. The
Company may appoint and change any Paying Agent, Registrar or co-registrar
without notice. The Company or any of its domestically incorporated Wholly
Owned Subsidiaries may act as Paying Agent, Registrar or co-registrar.

4.  Indenture

            The Company issued the Securities under an Indenture dated as
of January 31, 2001 (the "Indenture"), among the Company, the Subsidiary
Guarantors and the Trustee. The terms of the Securities include those
stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939 (15 U.S.C. ss.ss. 77aaa-77bbbb) as in
effect on the date of the Indenture (the "TIA"). Terms defined in the
Indenture and not defined herein have the meanings ascribed thereto in the
Indenture. The Securities are subject to all such terms, and
Securityholders are referred to the Indenture and the TIA for a statement
of those terms.

            The Securities are senior unsecured obligations of the Company
limited to $250,000,000 aggregate principal amount (subject to Section 2.07
of the Indenture). The Indenture imposes certain limitations on the ability
of the Company and its Restricted Subsidiaries to, among other things, make
certain Investments and other Restricted Payments, pay dividends and other
distributions, incur Debt, enter into consensual restrictions upon the
payment of certain dividends and distributions by such Restricted
Subsidiaries, issue or sell shares of capital stock of such Restricted
Subsidiaries, enter into or permit certain transactions with Affiliates,
create or incur Liens and make Asset Sales. The Indenture also imposes
limitations on the ability of the Company and the Subsidiary Guarantors to
consolidate or merge with or into any other Person or sell, transfer,
assign, lease, convey or otherwise dispose of all or substantially all of
the Property of the Company or any such Subsidiary Guarantor.

            Pursuant to the terms of the Indenture, the Subsidiary
Guarantors have, jointly and severally, guaranteed the due and punctual
payment of the principal and interest on the Securities and all other
amounts payable by the Company under the Indenture and the Securities when
and as the same shall be due and payable, whether at maturity, by
acceleration or otherwise, according to the terms of the Securities and the
Indenture. The Subsidiary Guaranties are subordinated in right of payment
to each Subsidiary Guarantor's obligations with respect to Designated
Senior Debt.

5.  Optional Redemption

            Except as set forth below, the Securities are not redeemable
prior to February 1, 2004. On and after that date, the Company may redeem
the Securities in whole at any time or in part from time to time at the
following redemption prices (expressed in percentages of principal amount),
plus accrued and unpaid interest, if any, to the redemption date (subject
to the right of Holders of record on the relevant record date to receive
interest due on the relevant interest payment date that is on or prior to
the date of redemption), if redeemed during the 12-month period beginning
on or after February 1 of the years set forth below:



Period                                          Redemption
------                                          Price
                                                ------


2006............................................106.250%
2007............................................104.167%
2008 ...........................................102.083%
2009 and thereafter.............................100.000%


            Notwithstanding the foregoing, on or prior to February 1, 2004
the Company may redeem up to 35% of the original aggregate principal amount
of the Securities issued with the proceeds from one or more Public Equity
Offerings, at a redemption price equal to 112.5% of the principal amount
thereof, plus accrued and unpaid interest thereon, if any, to the
redemption date (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date
that is on or prior to the date of redemption); provided, however, that
after giving effect to any such redemption, at least 65% of the original
aggregate principal amount of the Securities remains outstanding. Any such
redemption shall be made within 90 days of such Public Equity Offering.

6.  Sinking Fund

            The Securities are not subject to any sinking fund.

7.  Notice of Redemption

            Notice of redemption will be mailed by first-class mail at
least 30 days but not more than 60 days before the redemption date to each
Holder of Securities to be redeemed at his or her registered address.
Securities in denominations larger than $1,000 may be redeemed in part but
only in whole multiples of $1,000. If money sufficient to pay the
redemption price of and accrued interest on all Securities (or portions
thereof) to be redeemed on the redemption date is deposited with the Paying
Agent on or before the redemption date and certain other conditions are
satisfied, on and after such date interest ceases to accrue on such
Securities (or such portions thereof) called for redemption.

8.    Repurchase of Securities at the Option of Holders upon
      Change of Control

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

9.  Denominations; Transfer; Exchange

            The Securities are in registered form without coupons in
denominations of $1,000 and whole multiples of $1,000. A Holder may
transfer or exchange Securities in accordance with the Indenture. Upon any
transfer or exchange, the Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements or transfer
documents and to pay any taxes required by law or permitted by the
Indenture. The Registrar need not register the transfer of or exchange any
Securities selected for redemption (except, in the case of a Security to be
redeemed in part, the portion of the Security not to be redeemed) or to
transfer or exchange any Securities for a period of 15 days prior to a
selection of Securities to be redeemed or 15 days before an interest
payment date.

10.  Persons Deemed Owners

            The registered Holder of this Security may be treated as the
owner of it for all purposes.

11.  Unclaimed Money

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

12.  Discharge and Defeasance

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

13.  Amendment, Waiver

            Subject to certain exceptions set forth in the Indenture, (i)
the Indenture or the Securities may be amended without prior notice to any
Securityholder but with the written consent of the Holders of at least a
majority in aggregate principal amount of the outstanding Securities and
(ii) any default or noncompliance with any provision may be waived with the
written consent of the Holders of at least a majority in principal amount
of the outstanding Securities. Subject to certain exceptions set forth in
the Indenture, without the consent of any Holder of Securities, the Company
and the Trustee may amend the Indenture or the Securities (i) to cure any
ambiguity, omission, defect or inconsistency; (ii) to comply with Article V
of the Indenture; (iii) to provide for uncertificated Securities in
addition to or in place of certificated Securities; (iv) to make certain
changes in the subordination provisions; (v) to add Guarantees with respect
to the Securities or to release Subsidiary Guarantors from Subsidiary
Guaranties as provided in the Indenture; (vi) to secure the Securities;
(vii) to add additional covenants or to surrender rights and powers
conferred on the Company; (viii) to comply with the requirements of the SEC
in order to effect or maintain the qualification of the Indenture under the
TIA; or (ix) to make any change that does not adversely affect the rights
of any Securityholder.

14.  Defaults and Remedies

            If an Event of Default occurs and is continuing, the Trustee or
the Holders of at least 25% in aggregate principal amount of the Securities
then outstanding, subject to certain limitations, may declare all the
Securities to be immediately due and payable. Certain events of bankruptcy
or insolvency are Events of Default and shall result in the Securities
being immediately due and payable upon the occurrence of such Events of
Default without any further act of the Trustee or any Holder.

            Holders of Securities may not enforce the Indenture or the
Securities except as provided in the Indenture. The Trustee may refuse to
enforce the Indenture or the Securities unless it receives reasonable
indemnity or security. Subject to certain limitations, Holders of a
majority in aggregate principal amount of the Securities then outstanding
may direct the Trustee in its exercise of any trust or power under the
Indenture. The Holders of a majority in aggregate principal amount of the
Securities then outstanding, by written notice to the Company and the
Trustee, may rescind any declaration of acceleration and its consequences
if the rescission would not conflict with any judgment or decree, and if
all existing Events of Default have been cured or waived except nonpayment
of principal or interest that has become due solely because of the
acceleration.

15.  Trustee Dealings with the Company

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

16.  No Recourse Against Others

            A director, officer, employee or stockholder, as such, of the
Company or any Subsidiary Guarantor shall not have any liability for any
obligations of the Company or any Subsidiary Guarantor under the Securities
or the Indenture or for any claim based on, in respect of or by reason of
such obligations or their creation. By accepting a Security, each
Securityholder waives and releases all such liability. The waiver and
release are part of the consideration for the issue of the Securities.

17.  Authentication

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

18.  Abbreviations

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

19.  Governing Law

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

20.  CUSIP Numbers

            Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP
numbers to be printed on the Securities and has directed the Trustee to use
CUSIP numbers in notices of redemption as a convenience to Securityholders.
No representation is made as to the accuracy of such numbers either as
printed on the Securities or as contained in any notice of redemption and
reliance may be placed only on the other identification numbers placed
thereon.

            THE COMPANY WILL FURNISH TO ANY HOLDER OF SECURITIES UPON
WRITTEN REQUEST AND WITHOUT CHARGE TO THE HOLDER A COPY OF THE INDENTURE
WHICH HAS IN IT THE TEXT OF THIS SECURITY. REQUESTS MAY BE MADE TO:


                        ALAMOSA (DELAWARE), INC.
                         4403 BROWNFIELD HIGHWAY
                          LUBBOCK, TEXAS 79407
                      TELECOPIER NO: (806) 722-1157



                              ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to


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

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


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


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

Date: ________________ Your Signature: _____________________


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



                     OPTION OF HOLDER TO ELECT PURCHASE

                  IF YOU WANT TO ELECT TO HAVE THIS SECURITY PURCHASED BY
THE COMPANY PURSUANT TO SECTION 4.07 (ASSET SALE) OR 4.14 (CHANGE OF
CONTROL) OF THE INDENTURE, CHECK THE BOX:
       ---                                       ---
      /  / SECTION 4.07                         /  / SECTION 4.14
      ---                                       ---

                  IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SECURITY
PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.07 OR 4.14 OF THE INDENTURE,
STATE THE AMOUNT THAT YOU ELECT TO HAVE PURCHASED:

$


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


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



        CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF
                       TRANSFER RESTRICTED SECURITIES

This certificate relates to $_________ principal amount of Securities held
in (check applicable space) ____ book-entry or _____ definitive form by the
undersigned.

The undersigned (check one box below):

o     has requested the Trustee by written order to deliver in exchange for
      its beneficial interest in the Global Security held by the Depositary
      a Security or Securities in definitive, registered form of authorized
      denominations and an aggregate principal amount equal to its
      beneficial interest in such Global Security (or the portion thereof
      indicated above);

o     has requested the Trustee by written order to exchange or
      register the transfer of a Security or Securities.

In connection with any transfer of any of the Securities evidenced by this
certificate occurring prior to the expiration of the period referred to in
Rule 144(k) under the Securities Act, the undersigned confirms that such
Securities are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

      (1)   |_|   to the Company; or

      (2)   |_|   pursuant to an effective registration statement
                  under the Securities Act of 1933; or

      (3)   |_|   inside the United States to a "qualified
                  institutional buyer" (as defined in Rule 144A
                  under the Securities Act of 1933) that purchases
                  for its own account or for the account of a
                  qualified institutional buyer to whom notice is
                  given that such transfer is being made in
                  reliance on Rule 144A, in each case pursuant to
                  and in compliance with Rule 144A under the
                  Securities Act of 1933; or

      (4)   |_|   outside the United States in an offshore transaction
                  within the meaning of Regulation S under the Securities
                  Act in compliance with Rule 904 under the Securities Act
                  of 1933; or

      (5)   |_|   to an institutional "accredited investor" (as defined
                  in Rule 501(a)(1), (2), (3) or (7) under the Securities
                  Act of 1933) that has furnished to the Trustee a signed
                  letter containing certain representations and agreements;
                  or

      (6)   |_|   pursuant to another available exemption from
                  registration provided by Rule 144 under the Securities
                  Act of 1933.

      Unless one of the boxes is checked, the Trustee will refuse to
      register any of the Securities evidenced by this certificate in the
      name of any Person other than the registered holder thereof;
      provided, however, that if box (4), (5) or (6) is checked, the
      Trustee may require, prior to registering any such transfer of the
      Securities, such legal opinions, certifications and other information
      as the Company has reasonably requested to confirm that such transfer
      is being made pursuant to an exemption from, or in a transaction not
      subject to, the registration requirements of the Securities Act of
      1933.


                                    --------------------------
                                    Your Signature

Signature Guarantee:

Date: ___________________           __________________________
Signature must be guaranteed              Signature of Signature
by a participant in a                     Guarantee
recognized signature guaranty
medallion program or other
signature guarantor acceptable
to the Trustee

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



           TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

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


Dated: ________________

                                    NOTICE:  To be executed by
                                             an executive officer



                   [TO BE ATTACHED TO GLOBAL SECURITIES]

           SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

            The initial principal amount of this Global Security is $ . The
following increases or decreases in this Global Security have been made:

<TABLE>
<CAPTION>

<S>         <C>                 <C>                  <C>                   <C>
Date of     Amount of decrease  Amount of increase   Principal Amount of   Signature of
Exchange    in Principal Amount in Principal Amount  this Global Security  authorized signatory
            of this Global      of this Global       following such        of Trustee or
            Security            Security             decrease or increase  Securities Custodian

</TABLE>



                                                                  EXHIBIT B










                       [FORM OF FACE OF NEW SECURITY]

No. []                                                               $ []

                        12 1/2% Senior Note due 2011

                                                            CUSIP No. []

            Alamosa (Delaware), Inc., a Delaware corporation,
promises to pay to Cede & Co., or registered assigns, the
principal sum listed on the Schedule of Increases or Decreases in
Global Security attached hereto on February 1, 2011

            Interest Payment Dates:  February 1 and August 1

            Record Dates:  January 15 and July 15

            Additional provisions of this Security are set forth on the
back of this Security.

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


                                    ALAMOSA (DELAWARE), INC.,

                                       by
                                          ------------------------------
                                          Name:
                                          Title:


                                     by
                                          ------------------------------
                                          Name:
                                          Title:


[CORPORATE SEAL]


TRUSTEE'S CERTIFICATE OF
      AUTHENTICATION

Dated:  [     ], [    ]

WELLS FARGO BANK MINNESOTA, N.A.,

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



by:
      ------------------------------
      Authorized Signatory





*/ If the Security is to be issued in global form, add the Global
Securities Legend and the attachment captioned "TO BE ATTACHED TO GLOBAL
SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY".




                       [FORM OF BACK OF NEW SECURITY]

                        12 1/2% Senior Note due 2011


1.  Interest

            Alamosa (Delaware), Inc., a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest
on the principal amount of this Security at the rate per annum shown above.
The Company will pay interest semiannually on February 1 and August 1 of
each year, commencing August 1, 2001. Interest shall be computed on the
basis of a 360-day year of twelve 30-day months. The Company shall pay
interest on overdue principal at the rate borne by the Securities plus 1%
per annum, and it shall pay interest on overdue installments of interest at
the rate borne by the Securities to the extent lawful.

2.  Method of Payment

            The Company will pay interest on the Securities (except
defaulted interest) to the Persons who are registered holders of Securities
at the close of business on the January 15 or July 15 next preceding the
interest payment date even if Securities are canceled after the record date
and on or before the interest payment date. Holders must surrender
Securities to a Paying Agent to collect principal payments. The Company
will pay principal and interest in money of the United States of America
that at the time of payment is legal tender for payment of public and
private debts. Payments in respect of the Securities represented by a
Global Security (including principal, premium and interest) will be made by
wire transfer of immediately available funds to the accounts specified by
The Depository Trust Company. The Company will make all payments in respect
of a Definitive Security (including principal, premium and interest), by
mailing a check to the registered address of each Holder thereof; provided,
however, that payments on the Securities may also be made, in the case of a
Holder of at least $1,000,000 aggregate principal amount of Securities, by
wire transfer to a U.S. dollar account maintained by the payee with a bank
in the United States if such Holder elects payment by wire transfer by
giving written notice to the Trustee or the Paying Agent to such effect
designating such account no later than 30 days immediately preceding the
relevant due date for payment (or such other date as the Trustee may accept
in its discretion).

3.  Paying Agent and Registrar

            Initially, Wells Fargo Bank Minnesota, N.A., a national banking
association (the "Trustee"), will act as Paying Agent and Registrar. The
Company may appoint and change any Paying Agent, Registrar or co-registrar
without notice. The Company or any of its domestically incorporated Wholly
Owned Subsidiaries may act as Paying Agent, Registrar or co-registrar.

4.  Indenture

            The Company issued the Securities under an Indenture dated as
of January 31, 2001 (the "Indenture"), among the Company, the Subsidiary
Guarantors and the Trustee. The terms of the Securities include those
stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939 (15 U.S.C. ss.ss. 77aaa-77bbbb) as in
effect on the date of the Indenture (the "TIA"). Terms defined in the
Indenture and not defined herein have the meanings ascribed thereto in the
Indenture. The Securities are subject to all such terms, and
Securityholders are referred to the Indenture and the TIA for a statement
of those terms.

            The Securities are senior unsecured obligations of the Company
limited to $250,000,000 aggregate principal amount (subject to Section 2.07
of the Indenture). The Indenture imposes certain limitations on the ability
of the Company and its Restricted Subsidiaries to, among other things, make
certain Investments and other Restricted Payments, pay dividends and other
distributions, incur Debt, enter into consensual restrictions upon the
payment of certain dividends and distributions by such Restricted
Subsidiaries, issue or sell shares of capital stock of such Restricted
Subsidiaries, enter into or permit certain transactions with Affiliates,
create or incur Liens and make Asset Sales. The Indenture also imposes
limitations on the ability of the Company and the Subsidiary Guarantors to
consolidate or merge with or into any other Person or sell, transfer,
assign, lease, convey or otherwise dispose of all or substantially all of
the Property of the Company or any such Subsidiary Guarantor.

            Pursuant to the terms of the Indenture, the Subsidiary
Guarantors have, jointly and severally, guaranteed the due and punctual
payment of the principal and interest on the Securities and all other
amounts payable by the Company under the Indenture and the Securities when
and as the same shall be due and payable, whether at maturity, by
acceleration or otherwise, according to the terms of the Securities and the
Indenture. The Subsidiary Guaranties are subordinated in right of payment
to each Subsidiary Guarantor's obligations with respect to Designated
Senior Debt.

5.  Optional Redemption

            Except as set forth below, the Securities are not redeemable
prior to February 1, 2004. On and after that date, the Company may redeem
the Securities in whole at any time or in part from time to time at the
following redemption prices (expressed in percentages of principal amount),
plus accrued and unpaid interest, if any, to the redemption date (subject
to the right of Holders of record on the relevant record date to receive
interest due on the relevant interest payment date that is on or prior to
the date of redemption), if redeemed during the 12-month period beginning
on or after February 1 of the years set forth below:


Period
Redemption
Price


2006.................................................................106.250%
2007.................................................................104.167%
2008 ................................................................102.083%
2009 and thereafter..................................................100.000%

            Notwithstanding the foregoing, on or prior to February 1, 2004
the Company may redeem up to 35% of the original aggregate principal amount
of the Securities issued with the proceeds from one or more Public Equity
Offerings at a redemption price equal to 112.5% of the principal amount
thereof, plus accrued and unpaid interest thereon, if any, to the
redemption date (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date
that is on or prior to the date of redemption); provided, however, that
after giving effect to any such redemption, at least 65% of the original
aggregate principal amount of the Securities remains outstanding. Any such
redemption shall be made within 90 days of such Public Equity Offering.

6.  Sinking Fund

            The Securities are not subject to any sinking fund.

7.  Notice of Redemption

            Notice of redemption will be mailed by first-class mail at
least 30 days but not more than 60 days before the redemption date to each
Holder of Securities to be redeemed at his or her registered address.
Securities in denominations larger than $1,000 may be redeemed in part but
only in whole multiples of $1,000. If money sufficient to pay the
redemption price of and accrued interest on all Securities (or portions
thereof) to be redeemed on the redemption date is deposited with the Paying
Agent on or before the redemption date and certain other conditions are
satisfied, on and after such date interest ceases to accrue on such
Securities (or such portions thereof) called for redemption.

8.    Repurchase of Securities at the Option of Holders upon
      Change of Control

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

9.  Denominations; Transfer; Exchange

            The Securities are in registered form without coupons in
denominations of $1,000 and whole multiples of $1,000. A Holder may
transfer or exchange Securities in accordance with the Indenture. Upon any
transfer or exchange, the Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements or transfer
documents and to pay any taxes required by law or permitted by the
Indenture. The Registrar need not register the transfer of or exchange any
Securities selected for redemption (except, in the case of a Security to be
redeemed in part, the portion of the Security not to be redeemed) or to
transfer or exchange any Securities for a period of 15 days prior to a
selection of Securities to be redeemed or 15 days before an interest
payment date.

10.  Persons Deemed Owners

            The registered Holder of this Security may be treated as the
owner of it for all purposes.

11.  Unclaimed Money

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

12.  Discharge and Defeasance

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

13.  Amendment, Waiver

            Subject to certain exceptions set forth in the Indenture, (i)
the Indenture or the Securities may be amended without prior notice to any
Securityholder but with the written consent of the Holders of at least a
majority in aggregate principal amount of the outstanding Securities and
(ii) any default or noncompliance with any provision may be waived with the
written consent of the Holders of at least a majority in principal amount
of the outstanding Securities. Subject to certain exceptions set forth in
the Indenture, without the consent of any Holder of Securities, the Company
and the Trustee may amend the Indenture or the Securities (i) to cure any
ambiguity, omission, defect or inconsistency; (ii) to comply with Article V
of the Indenture; (iii) to provide for uncertificated Securities in
addition to or in place of certificated Securities; (iv) to make certain
changes in the subordination provisions; (v) to add Guarantees with respect
to the Securities or to release Subsidiary Guarantors from Subsidiary
Guaranties as provided in the Indenture; (vi) to secure the Securities;
(vii) to add additional covenants or to surrender rights and powers
conferred on the Company; (viii) to comply with the requirements of the SEC
in order to effect or maintain the qualification of the Indenture under the
TIA; or (ix) to make any change that does not adversely affect the rights
of any Securityholder.

14.  Defaults and Remedies

            If an Event of Default occurs and is continuing, the Trustee or
the Holders of at least 25% in aggregate principal amount of the Securities
then outstanding, subject to certain limitations, may declare all the
Securities to be immediately due and payable. Certain events of bankruptcy
or insolvency are Events of Default and shall result in the Securities
being immediately due and payable upon the occurrence of such Events of
Default without any further act of the Trustee or any Holder.

            Holders of Securities may not enforce the Indenture or the
Securities except as provided in the Indenture. The Trustee may refuse to
enforce the Indenture or the Securities unless it receives reasonable
indemnity or security. Subject to certain limitations, Holders of a
majority in aggregate principal amount of the Securities then outstanding
may direct the Trustee in its exercise of any trust or power under the
Indenture. The Holders of a majority in aggregate principal amount of the
Securities then outstanding, by written notice to the Company and the
Trustee, may rescind any declaration of acceleration and its consequences
if the rescission would not conflict with any judgment or decree, and if
all existing Events of Default have been cured or waived except nonpayment
of principal or interest that has become due solely because of the
acceleration.

15.  Trustee Dealings with the Company

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

16.  No Recourse Against Others

            A director, officer, employee or stockholder, as such, of the
Company or any Subsidiary Guarantor shall not have any liability for any
obligations of the Company or any Subsidiary Guarantor under the Securities
or the Indenture or for any claim based on, in respect of or by reason of
such obligations or their creation. By accepting a Security, each
Securityholder waives and releases all such liability. The waiver and
release are part of the consideration for the issue of the Securities.

17.  Authentication

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

18.  Abbreviations

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

19.  Governing Law

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

20.  CUSIP Numbers

            Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP
numbers to be printed on the Securities and has directed the Trustee to use
CUSIP numbers in notices of redemption as a convenience to Securityholders.
No representation is made as to the accuracy of such numbers either as
printed on the Securities or as contained in any notice of redemption and
reliance may be placed only on the other identification numbers placed
thereon.

            THE COMPANY WILL FURNISH TO ANY HOLDER OF SECURITIES UPON
WRITTEN REQUEST AND WITHOUT CHARGE TO THE HOLDER A COPY OF THE INDENTURE
WHICH HAS IN IT THE TEXT OF THIS SECURITY. REQUESTS MAY BE MADE TO:



                        ALAMOSA (DELAWARE), INC.
                         4403 BROWNFIELD HIGHWAY
                          LUBBOCK, TEXAS 79407
                      TELECOPIER NO: (806) 722-1157



                              ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to


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

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


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


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

Date: ________________ Your Signature: _____________________


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



                     OPTION OF HOLDER TO ELECT PURCHASE

                  IF YOU WANT TO ELECT TO HAVE THIS SECURITY PURCHASED BY
THE COMPANY PURSUANT TO SECTION 4.07 (ASSET SALE) OR 4.14 (CHANGE OF
CONTROL) OF THE INDENTURE, CHECK THE BOX:
       ---                                       ---
      /  / SECTION 4.07                         /  / SECTION 4.14
      ---                                       ---

                  IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SECURITY
PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.07 OR 4.14 OF THE INDENTURE,
STATE THE AMOUNT THAT YOU ELECT TO HAVE PURCHASED:

$


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


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



                                                               EXHIBIT C










                     FORM OF SUPPLEMENTAL INDENTURE


                        SUPPLEMENTAL INDENTURE (this "Supplemental
                  Indenture") dated as of , among [GUARANTOR] (the "New
                  Subsidiary Guarantor"), a subsidiary of ALAMOSA
                  (DELAWARE), INC. (or its successor), a Delaware
                  corporation (the "Company"), ALAMOSA (DELAWARE), INC., on
                  behalf of itself and the Subsidiary Guarantors (the
                  "Existing Subsidiary Guarantors") under the indenture
                  referred to below, and Wells Fargo BANK MINNESOTA, N.A.,
                  a national banking association, as trustee under the
                  indenture referred to below (the "Trustee").


                           W I T N E S S E T H :


            WHEREAS the Company and the Existing Subsidiary Guarantors have
heretofore executed and delivered to the Trustee an Indenture (the
"Indenture") dated as of January 31, 2001, providing for the issuance of an
aggregate principal amount of up to $250,000,000 of 12 1/2% Senior Notes
due 2011 (the "Securities");

            WHEREAS Section 4.15 of the Indenture provides that under
certain circumstances the Company is required to cause the New Subsidiary
Guarantor to execute and deliver to the Trustee a supplemental indenture
pursuant to which the New Subsidiary Guarantor shall unconditionally
guarantee all the Company's obligations under the Securities pursuant to a
Subsidiary Guaranty on the terms and conditions set forth herein; and

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


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

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

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

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

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

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

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

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


                                    [NEW SUBSIDIARY GUARANTOR],

                                    by
                                      -----------------------------
                                      Name:
                                      Title:


                                    ALAMOSA (DELAWARE), INC., on behalf of
                                    itself and the Existing Subsidiary
                                    Guarantors,

                                    by
                                      -----------------------------
                                      Name:
                                      Title:


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

                                    by
                                      -----------------------------
                                      Name:
                                      Title:



                                                                  EXHIBIT D










                                  Form of
                    Transferee Letter of Representation


Alamosa (Delaware), Inc.

In care of
Wells Fargo Bank Minnesota, N.A.
[address]

Ladies and Gentlemen:


      This certificate is delivered to request a transfer of $ principal
amount of the 12 1/2% Senior Notes due 2011 (the "Securities") of Alamosa
(Delaware), Inc. (the "Company").

      Upon transfer, the Securities would be registered in the name of the
new beneficial owner as follows:

Name:________________________

Address:_____________________

Taxpayer ID Number:__________

      The undersigned represents and warrants to you that:

      1. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended
(the "Securities Act")), purchasing for our own account or for the account
of such an institutional "accredited investor" at least $250,000 principal
amount of the Securities, and we are acquiring the Securities not with a
view to, or for offer or sale in connection with, any distribution in
violation of the Securities Act. We have such knowledge and experience in
financial and business matters as to be capable of evaluating the merits
and risks of our investment in the Securities, and we invest in or purchase
securities similar to the Securities in the normal course of our business.
We, and any accounts for which we are acting, are each able to bear the
economic risk of our or its investment.

      2. We understand that the Securities have not been registered under
the Securities Act and, unless so registered, may not be sold except as
permitted in the following sentence. We agree on our own behalf and on
behalf of any investor account for which we are purchasing the Securities
to offer, sell or otherwise transfer such Securities prior to the date that
is two years after the later of the date of original issue and the last
date on which the Company or any affiliate of the Company was the owner of
such Securities (or any predecessor thereto) (the "Resale Restriction
Termination Date") only (a) to the Company, (b) pursuant to a registration
statement that has been declared effective under the Securities Act, (c) in
a transaction complying with the requirements of Rule 144A under the
Securities Act ("Rule 144A"), to a person we reasonably believe is a
qualified institutional buyer under Rule 144A (a "QIB") that is purchasing
for its own account or for the account of a QIB and to whom notice is given
that the transfer is being made in reliance on Rule 144A, (d) in an
offshore transaction within the meaning of, and in compliance with,
Regulation S under the Securities Act, (e) to an institutional "accredited
investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the
Securities Act that is purchasing for its own account or for the account of
such an institutional "accredited investor", in each case in a minimum
principal amount of Securities of $250,000, or (f) pursuant to any other
available exemption from the registration requirements of the Securities
Act, subject in each of the foregoing cases to any requirement of law that
the disposition of our property or the property of such investor account or
accounts be at all times within our or their control and in compliance with
any applicable state securities laws. The foregoing restrictions on resale
will not apply subsequent to the Resale Restriction Termination Date. If
any resale or other transfer of the Securities is proposed to be made
pursuant to clause (e) above prior to the Resale Restriction Termination
Date, the transferor shall deliver a letter from the transferee
substantially in the form of this letter to the Company and the Trustee,
which shall provide, among other things, that the transferee is an
institutional "accredited investor" within the meaning of Rule 501(a)(1),
(2), (3) or (7) under the Securities Act and that it is acquiring such
Securities for investment purposes and not for distribution in violation of
the Securities Act. Each purchaser acknowledges that the Company and the
Trustee reserve the right prior to the offer, sale or other transfer prior
to the Resale Restriction Termination Date of the Securities pursuant to
clause (d), (e) or (f) above to require the delivery of an opinion of
counsel, certifications or other information satisfactory to the Company
and the Trustee.



                                    TRANSFEREE:_________________

                                      by:___________________________