<PAGE>   1
                                                                     EXHIBIT 4.1



                              VOICESTREAM WIRELESS
                                   as Issuer



                                      and



                                 HSBC BANK USA,
                                   as Trustee



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

                                    INDENTURE

                        Dated as of ____________ __, 2000

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



                          11 1/2% Senior Notes due 2009


<PAGE>   2
                              CROSSREFERENCE TABLE

<TABLE>
<CAPTION>
TIA SECTIONS                                                         INDENTURE SECTIONS
------------                                                         ------------------
<S>                                                                  <C>
Section 310(a)(1)..................................................................7.9
         (a)(2)....................................................................7.9
            (b)...............................................................7.2; 7.7
 Section 311(a)....................................................................7.2
            (b)....................................................................7.2
 Section 312(a)....................................................................2.3
            (b)...................................................................10.2
            (c)...................................................................10.2
 Section 313(a)....................................................................7.5
            (c).........................................................7.4; 7.5; 10.2
            (d)....................................................................7.5
 Section 314(a)........................................................4.18; 7.4; 10.2
         (a)(4).............................................................4.17; 10.2
         (c)(1)...................................................................10.3
         (c)(2)...................................................................10.3
            (e).............................................................4.17; 10.4
 Section 315(a)....................................................................7.1
            (b)..............................................................7.4; 10.2
            (c)....................................................................7.1
            (d)....................................................................7.1
            (e)...................................................................6.11
Section 316(a)(1)(A)...............................................................6.5
      (a)(1)(B)....................................................................6.4
            (b)....................................................................6.7
            (c)....................................................................9.3
Section 317(a)(1)..................................................................6.8
         (a)(2)....................................................................6.9
            (b)....................................................................2.4
 Section 318(a)...................................................................10.1
            (c)...................................................................10.1
</TABLE>


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



                                    i

<PAGE>   3
<TABLE>
<S>                                                                                 <C>
ARTICLE I         Definitions and Incorporation by Reference.........................1

        Section 1.1   Definitions....................................................1

        Section 1.2   Incorporation by Reference of Trust Indenture Act.............21

        Section 1.3   Rules of Construction.........................................22

ARTICLE II        The Notes.........................................................22

        Section 2.1   Form and Dating...............................................22

        Section 2.2   Execution, Authentication and Denominations...................23

        Section 2.3   Registrar and Paying Agent....................................23

        Section 2.4   Paying Agent to Hold Money in Trust...........................24

        Section 2.5   Holder Lists..................................................24

        Section 2.6   Transfer and Exchange.........................................24

        Section 2.7   Replacement Notes.............................................37

        Section 2.8   Outstanding Notes.............................................38

        Section 2.9   Temporary Notes...............................................39

        Section 2.10  Cancellation..................................................39

        Section 2.11  CUSIP Numbers.................................................39

        Section 2.12  Defaulted Interest............................................39

ARTICLE III       Optional Redemption...............................................40

        Section 3.1   Right of Redemption...........................................40

        Section 3.2   Notices to Trustee............................................40

        Section 3.3   Selection of Notes to Be Redeemed.............................41

        Section 3.4   Notice of Redemption..........................................41

        Section 3.5   Effect of Notice of Redemption................................42

        Section 3.6   Deposit of Redemption Price...................................42

        Section 3.7   Payment of Notes Called for Redemption........................42

        Section 3.8   Notes Redeemed in Part........................................43

ARTICLE IV        Covenants.........................................................43

        Section 4.1   Payment of Notes..............................................43

        Section 4.2   Maintenance of Office or Agency...............................43

        Section 4.3   Limitation on Indebtedness....................................44

        Section 4.4   Limitation on Restricted Payments.............................46
</TABLE>




                                        i
<PAGE>   4
<TABLE>
<S>                                                                                 <C>
        Section 4.5   Limitation on Dividend and Other Payment Restrictions
                      Affecting Restricted Subsidiaries.............................48

        Section 4.6   Limitation on the Issuance and Sale of Capital Stock of
                      Restricted Subsidiaries.......................................50

        Section 4.7   Limitation on Issuances of Guarantees by Restricted
                      Subsidiaries..................................................50

        Section 4.8   Limitation on Transactions with Stockholders and
                      Affiliates....................................................51

        Section 4.9   Limitation on Liens...........................................52

        Section 4.10  Limitation on Sale-Leaseback Transactions.....................53

        Section 4.11  Limitation on Asset Sales.....................................53

        Section 4.12  Repurchase of Notes upon a Change of Control..................54

        Section 4.13  Limitation on Use of Proceeds.................................54

        Section 4.14  Existence.....................................................54

        Section 4.15  Payment of Taxes and Other Claims.............................54

        Section 4.16  Maintenance of Properties and Insurance.......................55

        Section 4.17  Compliance Certificates.......................................55

        Section 4.18  Commission Reports and Reports to Holders.....................56

        Section 4.19  Waiver of Stay, Extension or Usury Laws.......................56

        Section 4.20  Limitation on Mirror Indebtedness.............................56

        Section 4.21  Limitation on Activities of the Special Subsidiary............57

ARTICLE V         Successor Corporation.............................................57

        Section 5.1   When Company May Merge, Etc...................................57

ARTICLE VI        Default and Remedies..............................................57

        Section 6.1   Events of Default.............................................57

        Section 6.2   Acceleration..................................................59

        Section 6.3   Other Remedies................................................59

        Section 6.4   Waiver of Past Defaults.......................................60

        Section 6.5   Control by Majority...........................................60

        Section 6.6   Limitation on Suits...........................................60

        Section 6.7   Rights of Holders to Receive Payment..........................60

        Section 6.8   Collection Suit by Trustee....................................61

        Section 6.9   Trustee May File Proofs of Claim..............................61
</TABLE>



                                       ii
<PAGE>   5
<TABLE>
<S>                                                                                 <C>
        Section 6.10  Priorities....................................................61

        Section 6.11  Undertaking for Costs.........................................62

        Section 6.12  Restoration of Rights and Remedies............................62

        Section 6.13  Rights and Remedies Cumulative................................62

        Section 6.14  Delay or Omission Not Waiver..................................62

ARTICLE VII       Trustee...........................................................63

        Section 7.1   Rights of Trustee.............................................63

        Section 7.2   Individual Rights of Trustee..................................65

        Section 7.3   Trustee's Disclaimer..........................................65

        Section 7.4   Notice of Default.............................................65

        Section 7.5   Reports by Trustee to Holders.................................65

        Section 7.6   Compensation and Indemnity....................................66

        Section 7.7   Replacement of Trustee........................................67

        Section 7.8   Successor Trustee by Merger, Etc..............................68

        Section 7.9   Eligibility...................................................68

        Section 7.10  Money Held in Trust...........................................68

ARTICLE VIII      Discharge of Indenture............................................68

        Section 8.1   Termination of Company's Obligations..........................68

        Section 8.2   Defeasance and Discharge of Indenture.........................69

        Section 8.3   Defeasance of Certain Obligations.............................70

        Section 8.4   Application of Trust Money....................................71

        Section 8.5   Repayment to Company..........................................71

        Section 8.6   Reinstatement.................................................72

ARTICLE IX        Amendments, Supplements and Waivers...............................72

        Section 9.1   Without Consent of Holders....................................72

        Section 9.2   With Consent of Holders.......................................72

        Section 9.3   Revocation and Effect of Consent..............................73

        Section 9.4   Notation on or Exchange of Notes..............................74

        Section 9.5   Trustee to Sign Amendments, Etc...............................74

        Section 9.6   Conformity with Trust Indenture Act...........................74

ARTICLE X         Miscellaneous.....................................................75

        Section 10.1  Trust Indenture Act...........................................75
</TABLE>



                                      iii
<PAGE>   6
<TABLE>
<S>                                                                                 <C>
        Section 10.2  Notices.......................................................75

        Section 10.3  Certificate and Opinion as to Conditions Precedent............76

        Section 10.4  Statements Required in Certificate or Opinion.................76

        Section 10.5  Acts of Holders...............................................77

        Section 10.6  Rules by Trustee, Paying Agent or Registrar...................77

        Section 10.7  Payment Date Other Than a Business Day........................77

        Section 10.8  Governing Law.................................................77

        Section 10.9  No Adverse Interpretation of Other Agreements.................77

        Section 10.10 No Recourse Against Others....................................78

        Section 10.11 Successors....................................................78

        Section 10.12 Duplicate Originals...........................................78

        Section 10.13 Separability..................................................78

        Section 10.14 Table of Contents, Headings, Etc..............................78
</TABLE>



                                       iv
<PAGE>   7
               INDENTURE, dated as of September 23, 1999, between VOICESTREAM
WIRELESS CORPORATION, a Delaware corporation, as Issuer (the "Company"), and
HSBC BANK USA, a New York banking corporation and trust company, as trustee (the
"Trustee").

                             RECITALS OF THE COMPANY

               The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance of up to $205 million aggregate
principal amount of the Company's 11 1/2% Senior Notes due 2009 issuable as
provided in this Indenture. All things necessary to make this Indenture a valid
agreement of the Company, in accordance with its terms, have been done, and the
Company has done all things necessary to make the Notes, when executed by the
Company and authenticated and delivered by the Trustee hereunder and duly issued
by the Company, the valid obligations of the Company as hereinafter provided.

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

                      AND THIS INDENTURE FURTHER WITNESSETH

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

                                    ARTICLE I

                   Definitions and Incorporation by Reference

        Section 1.1 Definitions.

                "Acquired Debt" means, with respect to any specified Person,
Indebtedness of any other Person existing at the time such other Person merged
with or into or became a Subsidiary of such specified Person, including
Indebtedness incurred in connection with, or in contemplation of, such other
Person merging with or into or becoming a Subsidiary of such specified Person.

                "Adjusted Consolidated Net Income" means, for any period, the
aggregate net income (or loss) of the Company and its Restricted Subsidiaries
for such period determined in conformity with GAAP; provided that the following
items shall be excluded in computing Adjusted Consolidated Net Income (without
duplication): (i) the net income of any Person (other than net income
attributable to a Restricted Subsidiary) in which any Person (other than the
Company or any of its Restricted Subsidiaries) has a majority interest and the
net income of any Unrestricted Subsidiary, except to the extent of the amount of
dividends or other distributions actually paid to the Company or any of its
Restricted Subsidiaries by such other Person or such Unrestricted Subsidiary
during such period; (ii) the net income of any Restricted Subsidiary to the
extent that the declaration or payment of dividends or similar distributions by



                                       1
<PAGE>   8
such Restricted Subsidiary of such net income is not at the time permitted by
the operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule or governmental regulation applicable to
such Restricted Subsidiary; (iii) any gains or losses (on an after-tax basis)
attributable to Asset Sales; and (iv) all extraordinary gains and extraordinary
losses.

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

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

               "Annualized Consolidated EBITDA" means, with respect to any
Person, such Person's Consolidated EBITDA for the latest two fiscal quarters for
which financial statements are available multiplied by two.

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

               "Asset Acquisition" means (i) an Investment by the Company or any
of its Restricted Subsidiaries in any other Person pursuant to which such Person
shall become a Restricted Subsidiary of the Company or shall be merged into or
consolidated with the Company or any of its Restricted Subsidiaries, provided
that such Person's primary business is a Telecommunications Business or (ii) an
acquisition by the Company or any of its Restricted Subsidiaries of the property
and assets of any Person other than the Company or any of its Restricted
Subsidiaries that constitute all or substantially all of the assets of such
Person or a division or line of business of such Person, provided that the
property and assets acquired are Telecommunications Assets.

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

               "Asset Sale" means any sale, transfer or other disposition
(including by way of merger, consolidation, and any sale and leaseback
transaction) in one transaction or a series of related transactions by the
Company or any of its Restricted Subsidiaries to any Person other than the
Company or any of its Restricted Subsidiaries of (i) all or any of the Capital
Stock of any Restricted Subsidiary, (ii) all or substantially all of the
property and assets of an operating unit or business of the Company or any of
its Restricted Subsidiaries or (iii) any other property



                                       2
<PAGE>   9
and assets of the Company or any of its Restricted Subsidiaries disposed of
outside the ordinary course of business of the Company or such Restricted
Subsidiary and, in each case, that is not governed by the provisions of this
Indenture applicable to mergers, consolidations and sales of all or
substantially all of the assets of the Company, provided that "Asset Sale" shall
not include (i) sales or other dispositions of inventory, receivables and other
current assets, (ii) Permitted Asset Swaps, (iii) Restricted Payments permitted
by Section 4.4, (iv) Permitted Investments, (v) sales or other dispositions of
assets with a fair market value (as certified in an Officers' Certificate) not
in excess of $1 million, (vi) any sale or other disposition of any or all the
Capital Stock of an Unrestricted Subsidiary, (vii) any sale or other disposition
of Temporary Cash Investments or (viii) any transaction subject to Section 5.1.
Additionally, the contribution of Telecommunications Assets to an Unrestricted
Subsidiary whereby the Company or a Restricted Subsidiary receives Capital Stock
of an Unrestricted Subsidiary shall be deemed a Restricted Payment only and
shall not be deemed an Asset Sale.

               "Attributable Debt" means in respect of a sale and leaseback
transaction, at the time of determination, the present value of the lessee for
the net 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 or may, at the option of the lessor, be extended. Such present
value shall be calculated using a discount rate equal to the rate of interest
implicit in such transaction, determined in accordance with GAAP.

               "Authentication Order" has the meaning provided in Section
2.2(c).

               "Average Life" means, at any date of determination with respect
to any Indebtedness, the number of years obtained by dividing (i) the sum of the
products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment, by (ii) the then outstanding principal
amount of such Indebtedness.

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

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

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

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



                                       3
<PAGE>   10
               "Capitalized Lease" means, as applied to any Person, any lease of
any property (whether real, personal or mixed) of which the discounted present
value of the rental obligations of such Person as lessee, in conformity with
GAAP, is required to be capitalized on the balance sheet of such Person.

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

               "Cedel" means Cedel Bank, S.A.

               "Change of Control" means (a) the sale, lease, transfer,
conveyance or other disposition of all or substantially all of the assets of the
Company to any "person" or "group" (within the meaning of Sections 13(d)(3) and
14(d)(2) of the Exchange Act or any successor provision to either of the
foregoing, including any group acting for the purpose of acquiring, holding or
disposing of securities within the meaning of Rule 13d-5(b)(1) under the
Exchange Act) other than Existing Shareholders (except in connection with a
liquidation or dissolution of the Company that does not constitute a Change of
Control under clause (b) below), (b) the approval by the requisite shareholders
of the Company of a plan of liquidation or statutory dissolution (which shall
not be construed to include a plan of merger or consolidation) of the Company,
Holdings or such Subsidiary of Holdings, as the case may be, unless Existing
Shareholders "beneficially own" (as defined in Rule 13d-3 under the Exchange
Act) at least the same percentage of voting power after the consummation of such
plan as before or otherwise retain the right or ability, by voting power, to
control the Person that acquires the proceeds of such liquidation or
dissolution, (c) any "person" or "group" (within the meaning of Sections
13(d)(3) and 14(d)(2) of the Exchange Act or any successor provision to either
of the foregoing, including any group acting for the purpose of acquiring,
holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under
the Exchange Act), other than Existing Shareholders, becomes the "beneficial
owner" (as so defined) of more than 50% of the total voting power of all classes
of the Voting Stock of the Company and/or warrants or options to acquire such
Voting Stock, calculated on a fully diluted basis, provided that Existing
Shareholders "beneficially own" (as so defined) in the aggregate a percentage of
such Voting Stock or warrants having a lesser percentage of voting power than
such other "person" or "group" and do not have the right or ability by voting
power, contract or otherwise to elect or designate for election a majority of
the Company's Board of Directors, or (d) during any period of two consecutive
years, individuals who at the beginning of such period constituted the Company's
Board of Directors (together with any new directors whose election or
appointment by such board or whose nomination for election by the stockholders
of the Company was approved by a vote of the Existing Shareholders or 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 Company's Board
of Directors then in office. Notwithstanding anything herein to the contrary,
the pledge of (but not the foreclosure upon) the Capital Stock of the Company or
any of its Restricted Subsidiaries to secure a Guarantee entered into pursuant
to clause (x) of the second paragraph of Section 4.3 shall not be deemed to
constitute a Change of Control.



                                       4
<PAGE>   11
               "Change of Control Event" means the occurrence of both a Change
of Control and a Rating Decline.

               "CIRI Transactions" means the transactions contemplated by the
Purchase Agreement, dated as of June 23, 1999, between the Company and Cook
Inlet/VoiceStream GSM II PCS, LLC, a Delaware limited liability company, and the
Purchase Agreement, dated as of June 23, 1999, between the Company and Cook
Inlet/VoiceStream GSM III PCS, LLC , a Delaware limited liability company, each
as described in the Offering Memorandum.

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

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

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

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

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

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



                                       5
<PAGE>   12
to (A) the amount of Consolidated EBITDA attributable to such Restricted
Subsidiary multiplied by (B) the quotient of (1) the number of shares of
outstanding Common Stock of such Restricted Subsidiary not owned on the last day
of such period by the Company or any of its Restricted Subsidiaries divided by
(2) the total number of shares of outstanding Common Stock of such Restricted
Subsidiary on the last day of such period.

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

               "Consolidated Leverage Ratio" means, on any date of
determination, the ratio of (i) the aggregate amount of Indebtedness of the
Company and its Restricted Subsidiaries on a consolidated basis as of the end of
the two most recent fiscal quarters for which financial statements of the
Company have become available prior to such date (the "Reference Period") to
(ii) the aggregate amount of Annualized Consolidated EBITDA. In making the
foregoing calculation, (A) Indebtedness shall be calculated after giving pro
forma effect to (x) any Indebtedness (including, if applicable, the Notes)
Incurred subsequent to the end of the Reference Period and on or prior to such
date of determination, in each case as if such Indebtedness had been Incurred
and the proceeds thereof had been applied on the last day of such Reference
Period and (y) any Indebtedness that was outstanding during such Reference
Period or thereafter but that is not outstanding or is to be repaid on such date
in each case as if such Indebtedness was repaid on the last day of such
Reference Period; (B) pro forma effect shall be given to Asset Dispositions and
Asset Acquisitions (including giving pro forma effect to the application of
proceeds of any Asset Disposition) that occurred in such Reference Period or
thereafter and on or prior to such date of determination as if they had occurred
and such proceeds had been applied on the first day of such Reference Period;
and (C) pro forma effect shall be given to asset dispositions and asset
acquisitions (including giving pro forma effect to the application of proceeds
of any asset disposition) that have been made by any Person that has become a
Restricted Subsidiary or has been merged with or into the Company or any
Restricted Subsidiary during such Reference Period or subsequent to such period
and on or prior to such date and that would have constituted Asset Dispositions
or Asset Acquisitions had such transactions occurred when such Person was a
Restricted Subsidiary as if such asset dispositions



                                       6
<PAGE>   13
or asset acquisitions were Asset Dispositions or Asset Acquisitions that
occurred on the first day of such Reference Period.

               "Consolidated Net Worth" means, at any date of determination,
stockholders' equity as set forth on the most recently available consolidated
balance sheet, whether quarterly or annual, of the Company and its Restricted
Subsidiaries, less any amounts attributable to Redeemable Stock or any equity
security convertible into or exchangeable for Indebtedness, the cost of treasury
stock and the principal amount of any promissory notes receivable from the sale
of the Capital Stock of the Company or any of its Restricted Subsidiaries, each
item to be determined in conformity with GAAP.

               "Corporate Trust Office" means the office of the Trustee at which
the corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date of this Indenture,
located at 140 Broadway, New York, New York 10005, Attention: Corporate Trust
Administration.

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

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

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

               "Definitive Note" means a certificated Note registered in the
name of the Holder thereof and issued in accordance with Section 2.6 hereof, in
substantially the form of Exhibit A hereto except that such Note shall not bear
the Global Note Legend and shall not have the "Schedule of Exchanges of
Interests in the Global Note" attached thereto.

               "Depositary" means, with respect to the Global Notes issuable or
issued in whole or in part, the Person specified in Section 2.3 hereof as the
Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

               "Distribution Compliance Period" means the 40-day distribution
compliance period as defined in Rule 903(b)(2) of Regulation S.

               "Euroclear" means Morgan Guaranty Trust Company of New York,
Brussels office, as operator of the Euroclear systems.

               "Event of Default" has the meaning provided in Section 6.1.

               "Excess Proceeds" has the meaning provided in Section 4.11.

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



                                       7
<PAGE>   14
               "Existing Shareholders" means (i) Douglas G. Smith, Madison
Dearborn Capital Partners, L.P., Allen & Company Incorporated and Chatterjee
Management Company and their respective Affiliates at the Closing Date and (ii)
any Wholly Owned Subsidiary of the Company, Hutchison Whampoa, John W. Stanton
and Providence Equity Partners Inc., and, in each case above, their respective
Affiliates as of February 25, 2000.

               "FCC" means the Federal Communications Commission.

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

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

               "Global Notes" means, individually and collectively, each of the
Global Notes, substantially in the form of Exhibit A hereto issued in accordance
with Article 2 hereof.

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

               "Holder" means the registered holder of any Note.

               "Incur" means, with respect to any Indebtedness, to incur,
create, issue, assume, Guarantee or otherwise become liable for or with respect
to, or become responsible for, the payment of, contingently or otherwise, such
Indebtedness, including an Incurrence of Indebtedness by reason of the
acquisition of more than 50% of the Capital Stock of any Person; provided that
neither the accrual of interest nor the accretion of original issue discount
shall be considered an Incurrence of Indebtedness.

               "Indebtedness" means, with respect to any Person at any date of
determination (without duplication), (i) all indebtedness of such Person for
borrowed money, (ii) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments, (iii) all obligations of such
Person in respect of letters of credit or other similar instruments (including



                                       8
<PAGE>   15
reimbursement obligations with respect thereto), (iv) all obligations of such
Person to pay the deferred and unpaid purchase price of property or services,
except Trade Payables, (v) all Capitalized Lease Obligations of such Person,
(vi) all Indebtedness of other Persons secured by a Lien on any asset of such
Person, whether or not such Indebtedness is assumed by such Person, provided
that the amount of such Indebtedness shall be the lesser of (A) the fair market
value of such asset at such date of determination and (B) the amount of such
Indebtedness, (vii) all Indebtedness of other Persons Guaranteed by such Person
to the extent such Indebtedness is Guaranteed by such Person, (viii) the maximum
fixed redemption price of Redeemable Stock of such Person at the time of
determination, provided, however, if such Redeemable Stock is not permitted to
be redeemed at the date of determination, the price shall be the book value of
such Redeemable Stock and (ix) Acquired Debt. The amount of Indebtedness of any
Person at any date shall be the outstanding balance at such date of all
unconditional obligations as described above and, with respect to contingent
obligations, the maximum liability upon the occurrence of the contingency giving
rise to the obligation, provided (i) that the amount outstanding at any time of
any Indebtedness issued with original issue discount is the face amount of such
Indebtedness and (ii) that Indebtedness shall not include any liability for
federal, state, local or other taxes. Notwithstanding the foregoing, solely for
purposes of clause (iv) of the second paragraph of Section 4.3, in the case of a
revolving credit or other similar facility, the total amount of funds
outstanding at the Closing Date shall be deemed to include the total amount of
committed funds available on the Closing Date; provided, that, the Company from
time to time may designate less than all of the committed borrowing capacity
under such revolving credit or similar facilities as being outstanding under
such clause (iv), it being understood that if the Company designates a lesser
amount, it may not subsequently redesignate a greater amount under that clause
(iv).

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

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

               "Interest Payment Date" means each semiannual interest payment
date on March 15 and September 15 of each year, commencing March 15, 2000.

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

               "Investment" in any Person means any direct or indirect advance,
loan or other extension of credit (including, without limitation, by way of
Guarantee or similar arrangement; but excluding advances to customers in the
ordinary course of business that are, in conformity with GAAP, recorded as
accounts receivable on the balance sheet of the Company or its Restricted
Subsidiaries) or capital contribution to (by means of any transfer of cash or
other property to others or any payment for property or services for the account
or use of others), or



                                       9
<PAGE>   16
any purchase or acquisition of Capital Stock, bonds, notes, debentures or other
similar instruments issued by, such Person (whether purchased or acquired from
the issuer or from a third party) and shall include the designation of a
Restricted Subsidiary as an Unrestricted Subsidiary.

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

               "Mirror Indebtedness" means Indebtedness, which may be
subordinated in right of payment to Indebtedness of the Restricted Subsidiaries
permitted to be Incurred pursuant to Section 4.3, in the form of either (i) a
demand note or (ii) a term note having a final maturity no later than the final
maturity of the Notes, in each case owed by a Restricted Subsidiary to the
Company or another Restricted Subsidiary having interest payment or accrual
dates and an interest rate (whether current pay or accrual) equal to, or more
frequent than or greater than, the Notes.

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

               "Net Cash Proceeds" means (a) with respect to any Asset Sale, the
proceeds of such Asset Sale in the form of cash or Temporary Cash Investments
net of (i) brokerage commissions and other fees and expenses (including fees and
expenses of counsel and investment bankers) related to such Asset Sale, (ii)
provisions for all taxes (whether or not paid or payable) as a result of such
Asset Sale without regard to the consolidated results of operations of the
Company and its Subsidiaries, taken as a whole, (iii) payments made to repay
Indebtedness or any other obligation outstanding at the time of such Asset Sale
that either (A) is secured by a Lien on the property or assets sold or (B) is
required to be paid as a result of such sale and (iv) appropriate amounts to be
provided by the Company or any Restricted Subsidiary of the Company as a reserve
against any liabilities associated with such Asset Sale, including, without
limitation, pension and other post-employment benefit liabilities, liabilities
related to environmental matters and liabilities under any indemnification
obligations associated with such Asset Sale, all as determined in conformity
with GAAP and (b) with respect to any issuance or sale of Capital Stock, the
proceeds of such issuance or sale in the form of cash or cash equivalents,
including payments in respect of deferred payment obligations (to the extent
corresponding to the principal, but not interest, component thereof) when
received in the form of cash or cash equivalents (except to the extent such
obligations are financed or sold with recourse to the Company or any Restricted
Subsidiary of the Company) and proceeds from the conversion of other property
received when converted to cash or cash equivalents, net of attorney's fees,
accountants' fees, underwriters' or placement agents' fees, discounts or
commissions and brokerage, consultant and other fees incurred in connection with
such issuance or sale and net of taxes paid or payable as a result thereof.

               "Non - U.S. Person" means a Person who is not a U.S. Person.



                                       10
<PAGE>   17
               "Notes" means, the Notes that are issued pursuant to this
Indenture.

               "Offer to Purchase" means an offer by the Company to purchase
Notes from the Holders commenced by mailing a notice to the Trustee and each
Holder stating: (i) the covenant pursuant to which the offer is being made and
that all Notes validly tendered will be accepted for payment on a pro rata
basis; (ii) the purchase price and the date of purchase (which shall be a
Business Day no earlier than 30 days nor later than 60 days from the date such
notice is mailed) (the "Payment Date"); (iii) that any Note not tendered will
continue to accrue interest pursuant to its terms; (iv) that, unless the Company
defaults in the payment of the purchase price, any Note accepted for payment
pursuant to the Offer to Purchase shall cease to accrue interest on and after
the Payment Date; (v) that Holders electing to have a Note purchased pursuant to
the Offer to Purchase will be required to surrender the Note, together with the
form entitled "Option of the Holder to Elect Purchase" on the reverse side of
the Note completed, to the Paying Agent at the address specified in the notice
prior to the close of business on the Business Day immediately preceding the
Payment Date; (vi) that Holders will be entitled to withdraw their election if
the Paying Agent receives, not later than the close of business on the third
Business Day immediately preceding the Payment Date, a telegram, facsimile
transmission or letter setting forth the name of such Holder, the principal
amount of Notes delivered for purchase and a statement that such Holder is
withdrawing his election to have such Notes purchased; and (vii) that Holders
whose Notes are being purchased only in part will be issued new Notes equal in
principal amount to the unpurchased portion of the Notes surrendered, provided
that each Note purchased and each new Note issued shall be in a principal amount
of $1,000 or integral multiples thereof. On the Payment Date, the Company shall
(i) accept for payment on a pro rata basis Notes or portions thereof tendered
pursuant to an Offer to Purchase; (ii) deposit with the Paying Agent money
sufficient to pay the purchase price of all Notes or portions thereof so
accepted; and (iii) deliver, or cause to be delivered, to the Trustee all Notes
or portions thereof so accepted together with an Officers' Certificate
specifying the Notes or portions thereof accepted for payment by the Company.
The Paying Agent shall promptly mail to the Holders of Notes so accepted payment
in an amount equal to the purchase price, and the Trustee shall promptly
authenticate and mail to such Holders a new Note equal in principal amount to
the unpurchased portion of the Note surrendered, provided that each Note
purchased and each new Note issued shall be in a principal amount of $1,000 or
integral multiples thereof. The Company will publicly announce the results of an
Offer to Purchase as soon as practicable after the Payment Date. The Trustee
shall act as the Paying Agent for an Offer to Purchase. The Company will comply
with Rule 14e-l under the Exchange Act and any other securities laws and
regulations thereunder to the extent such laws and regulations are applicable,
in the event that the Company is required to repurchase Notes pursuant to an
Offer to Purchase.

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

               "Officers' Certificate" means a certificate signed by two
Officers and delivered to the Trustee. Each Officers' Certificate (other than
certificates provided pursuant to TIA Section 314(a)(4)) shall include the
statements provided for in TIA Section 314(e).



                                       11
<PAGE>   18
               "Opinion of Counsel" means a written opinion signed by legal
counsel who is acceptable to the Trustee and delivered to the Trustee. Such
counsel may be an employee of or counsel to the Company or the Trustee. Each
such Opinion of Counsel shall include the statements provided for in TIA Section
314(e). Opinions of Counsel required to be delivered may have qualifications
customary for opinions of the type required.

               "Participant" means, with respect to the Depositary, Euroclear or
Cedel, a Person who has an account with the Depositary, Euroclear or Cedel,
respectively, and, with respect to the Depository Trust Company, shall include
Euroclear and Cedel.

               "Paying Agent" has the meaning provided in Section 2.3, except
that, for the purposes of Article VIII, the Paying Agent shall not be the
Company or a Subsidiary of the Company or an Affiliate of any of them. The term
"Paying Agent" includes any additional Paying Agent.

               "Permitted Asset Swaps" means any exchange of Telecommunications
Assets by the Company or a Restricted Subsidiary of the Company where the
Company and/or its Restricted Subsidiaries receive aggregate consideration
consisting of Telecommunications Assets, cash and other assets (or any
combination thereof) having an aggregate value at least equal to the fair market
value of the Telecommunications Assets being disposed of by the Company or such
Restricted Subsidiary (as determined by the Board of Directors whose good faith
determination shall be conclusive and evidenced by the Board of Resolution);
provided that (i) at least 75% of the consideration received in such Permitted
Asset Swap that does not consist of Telecommunications Assets shall be in the
form of cash or Temporary Cash Investments and (ii) 100% of the consideration
received in such transaction that does not consist of Telecommunications Assets
shall be treated as having been received in an Asset Sale otherwise permitted
by, but subject to, the terms of Section 4.11.

               "Permitted Investment" means (i) an Investment in the Company or
a Restricted Subsidiary or a Person which will, upon the making of such
Investment, become a Restricted Subsidiary or be merged or consolidated with or
into or transfer or convey all or substantially all its assets to, the Company
or a Restricted Subsidiary; provided that such Person's primary business is a
Telecommunications Business; (ii) a Temporary Cash Investment; (iii) stock,
obligations or securities received in satisfaction of judgments; (iv) any
repurchase of stock, stock options, or warrants from employees pursuant to
agreements entered by the Company or any Restricted Subsidiary for consideration
not to exceed $2 million in any fiscal year; (v) any Investment, together with
all other Investments under this clause (v), less any previous Investments in
Persons pursuant to this clause (v) who subsequently become Restricted
Subsidiaries, not to exceed two times the Net Cash Proceeds received by the
Company after September 23, 1999 from the issuance and sale of its Capital Stock
(other than (A) Redeemable Stock, and (B) Preferred Stock that provides for the
payment of dividends in cash and (C) other than Net Cash Proceeds to the extent
used to Incur Indebtedness pursuant to clause (ii)(B) of the first paragraph of
Section 4.3) to a Person that is not a Subsidiary of the Company, in a Person in
a Telecommunications Business; (vi) the CIRI Transactions; (vii) any Investment
in any Person to the extent such Investment represents the non-cash portion of
the consideration received in an



                                       12
<PAGE>   19
Asset Sale as permitted by Section 4.11 or in a Permitted Asset Swap, (viii)
Investments (including acquisitions of other Telecommunications Businesses) made
with Capital Stock or options, warrants or rights to acquire Capital Stock, (ix)
customary loans and advances made in the ordinary course of business to
officers, directors or employees of the Company or any of its Restricted
Subsidiaries for travel, entertainment, and moving and relocation expenses; (x)
any Investments outstanding as of the Closing Date; and (xi) any Investment or
Investments not to exceed $50 million in the aggregate.

               "Permitted Liens" means (i) Liens for taxes, assessments,
governmental charges or claims that are being contested in good faith by
appropriate legal proceedings promptly instituted and diligently conducted and
for which a reserve or other appropriate provision, if any, as shall be required
in conformity with GAAP shall have been made, (ii) statutory Liens of landlords
and carriers, warehousemen, mechanics, suppliers, materialmen, repairmen or
other similar Liens arising in the ordinary course of business and with respect
to amounts not yet delinquent or being contested in good faith by appropriate
legal proceedings promptly instituted and diligently conducted and for which a
reserve or other appropriate provision, if any, as shall be required in
conformity with GAAP shall have been made; (iii) Liens incurred or deposits made
in the ordinary course of business in connection with workers' compensation,
unemployment insurance and other types of social security, (iv) Liens incurred
or deposits made to secure the performance of tenders, bids, leases, statutory
or regulatory obligations, bankers' acceptances, surety and appeal bonds,
government contracts, performance and return of money bonds and other
obligations of a similar nature incurred in the ordinary course of business
(exclusive of obligations for the payment of borrowed money); (v) easements,
rights-of-way, municipal and zoning ordinances and similar charges,
encumbrances, title defects or other irregularities that do not materially
interfere with the ordinary course of business of the Company or any of its
Restricted Subsidiaries; (vi) Liens (including extensions and renewals thereof)
upon real or personal property; provided that (a) such Lien is created solely
for the purpose of securing Indebtedness Incurred in accordance with Section 4.3
(1) to finance the cost (including the cost of improvement or construction) of
the item of property or assets subject thereto and such Lien is created prior
to, at the time of or within six months after the later of the acquisition, the
completion of construction or the commencement of full operation of such
property or (2) to refinance any Indebtedness previously so secured, (b) the
principal amount of the Indebtedness secured by such Lien does not exceed 100%
of such cost, and (c) any such Lien shall not extend to or cover any property or
assets other than such item of property or assets and any improvements on such
item; (vii) leases or subleases granted to others that do not materially
interfere with the ordinary course of business of the Company and its Restricted
Subsidiaries, taken as a whole; (viii) Liens encumbering property or assets
under construction arising from progress or partial payments by a customer of
the Company or its Restricted Subsidiaries relating to such property or assets;
(ix) any interest or title of a lessor in the property subject to any
Capitalized Lease or operating lease; (x) Liens arising from filing Uniform
Commercial Code financing statements regarding leases; (xi) Liens in favor of
the Company or any Restricted Subsidiary; (xii) Liens arising from the rendering
of a final judgment or order against the Company or any Restricted Subsidiary of
the Company that does not give rise to an Event of Default; (xiii) Liens
securing reimbursement obligations with respect to letters of credit that
encumber documents and other property relating to such letters of credit and the
products and



                                       13
<PAGE>   20
proceeds thereof; (xiv) Liens in favor of customs and revenue authorities
arising as a matter of law to secure payment of customs duties in connection
with the importation of goods; (xv) Liens encumbering customary initial deposits
and margin deposits, and other Liens that are either within the general
parameters customary in the industry and incurred in the ordinary course of
business, in each case securing Indebtedness under Interest Rate Agreements and
Currency Agreements and forward contracts, options, future contracts, futures
options or similar agreements or arrangements designed solely to protect the
Company or any of its Restricted Subsidiaries from fluctuations in interest
rates or the price of commodities; (xvi) Liens arising out of conditional sale,
title retention, consignment or similar arrangements, or the sale of goods
entered into by the Company or any of its Restricted Subsidiaries in the
ordinary course of business in accordance with the past practices of the Company
and its Restricted Subsidiaries prior to the Closing Date; and (xvii) Liens on
or sales of receivables.

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

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

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

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

               "Rating Agency" means each of S&P and Moody's.

               "Rating Category" means (i) with respect to S&P, any of the
following categories: AAA, AA, A, BBB, BB, B, CCC, CC, C and D (or equivalent
successor categories) and (ii) with respect to Moody's any of the following
categories: Aaa, Aa, A, Baa, Ba, B, Caa, Ca and C (or equivalent successor
categories). In determining whether the rating of the Notes has decreased by one
or more gradations, gradations within Rating Categories (+ and -- for S&P: 1, 2
and 3 for Moody's) shall be taken into account (e.g., with respect to S&P, a
decline in a rating from BB+ to BB, as well as from BB-- to B+, will constitute
a decrease of one gradation).

               "Rating Decline" means (i) a decrease of one or more gradations,
including gradations within Rating Categories as well as between Rating
Categories, in the rating of the Notes from the rating previously assigned to
the Notes by either Rating Agency or (ii) a withdrawal of the rating of the
Notes by either Rating Agency; provided that the decrease or withdrawal occurs
on, or within 90 days after, the date of public notice of the occurrence of a
Change of Control or of the intention by the Company to effect a Change of
Control, which



                                       14
<PAGE>   21
period shall be extended so long as the rating of the Notes is under publicly
announced consideration for possible downgrade by either Rating Agency.

               "Redeemable Stock" means any class or series of Capital Stock of
any Person that by its terms or otherwise is (i) required to be redeemed prior
to the Stated Maturity of the Notes, (ii) redeemable at the option of the holder
of such class or series of Capital Stock at an time prior to the Stated Maturity
of the Notes or (iii) convertible into or exchangeable for Capital Stock
referred to in clause (i) or (ii) above or Indebtedness having a scheduled
maturity prior to the Stated Maturity of the Notes, provided that any Capital
Stock that would not constitute Redeemable Stock but for provisions thereof
giving holders thereof the right to require such Person to repurchase or redeem
such Capital Stock upon the occurrence of an "asset sale" or "change of control"
occurring prior to the Stated Maturity of the Notes shall not constitute
Redeemable Stock if the "asset sale" or "change of control" provisions
applicable to such Capital Sock are no more favorable to the holders of such
Capital Stock than the provisions contained in Sections 4.11 and 4.12 and such
Capital Stock specifically provides that such Person will not repurchase or
redeem any such stock pursuant to such provision prior to the Company's
repurchase of such Notes as are required to be repurchased pursuant to Sections
4.11 and 4.12.

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

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

               "Registrar" has the meaning provided in Section 2.3.

               "Regular Record Date" for the interest payable on any Interest
Payment Date means March 1 or September 1 (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date.

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

               "Restricted Investment" means an Investment other than a
Permitted Investment.

               "Restricted Payments" has the meaning provided in Section 4.4.

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

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

               "S&P" means Standard & Poor's Rating Group, a division of McGraw
Hill, Inc., or any successor to the rating agency business thereof.



                                       15
<PAGE>   22
               "Securities Act" means the Securities Act of 1933, as amended.

               "Security Register" has the meaning provided in Section 2.3.

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

               "Special Subsidiary" means a direct Wholly Owned Subsidiary of
the Company designated as such by an Officers' Certificate, which designation
may not be revoked, and subject to Section 4.20.

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

               "Strategic Equity Investor" means a corporation or other entity
with an equity market capitalization, a net asset value or annual revenues of at
least $2 billion which is a Telecommunications Business.

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

               "Telecommunications Assets" means, with respect to any Person,
any asset that is utilized by such Person, directly or indirectly, for the
design, development, construction, installation, integration, operation,
management or provision of telecommunications equipment, inventory, systems
and/or services, including without limitation, any mobile telephone, PCS,
microwave or paging assets. Telecommunications Assets shall include stock, joint
venture or partnership interests of an entity principally engaged in a
Telecommunications Business.

               "Telecommunications Business" means a business primarily involved
in the ownership, design, development, construction, acquisition, installation,
integration, management and/or provision of Telecommunications Assets.

               "Temporary Cash Investment" means any of the following: (i)
direct obligations of the United States of America or any agency thereof or
obligations fully and unconditionally guaranteed by the United States of America
or any agency thereof not having a maturity of more than two years from the date
of acquisition, (ii) time deposit accounts, certificates of deposit and money
market deposits maturing within 180 days of the date of acquisition thereof
issued by a



                                       16
<PAGE>   23
bank or trust company which is organized under the laws of the United States of
America or any state thereof, and which bank or trust company has capital
surplus and undivided profits aggregating in excess of $50 million and has
outstanding debt which is rated "A" (or such similar equivalent rating) or
higher by at least one nationally recognized statistical rating organizing (as
defined in Rule 436 under the Securities Act) or any money market fund sponsored
by a registered broker dealer or mutual fund distributor, (iii) repurchase
obligations with a term of not more than 30 days for underlying securities of
the types described in clause (ii) above entered into with a bank meeting the
qualifications described in clause (ii) above, (iv) commercial paper maturing
not more than 90 days after the date of acquisition, issued by a corporation
(other than an Affiliate of the Company) organized and in existence under the
laws of the United States of America or any state thereof with a rating at the
time as of which any investment therein is made of "P-1" (or higher) according
to Moody's or "A-1" (or higher) according to S&P and (v) securities with
maturities of six months or less from the date of acquisition issued or fully
and unconditionally guaranteed by any state, commonwealth or territory of the
United States of America, or by any political subdivision or taxing authority
thereof and rated at least "A" by S&P or Moody's.

               "TIA" or "Trust Indenture Act" means the Trust Indenture Act of
1939, as amended (15 U.S. Code Sections 77aaa - 77bbb), as in effect on the date
this Indenture was executed, except as provided in Section 9.6; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after such
date, "TIA" or "Trust Indenture Act" shall mean, to the extent required by such
amendment, the Trust Indenture Act of 1939, as so amended.

               "Total Consolidated Indebtedness" means, at any date of
determination, an amount equal to (a) the accreted value of all Indebtedness, in
the case of any Indebtedness issued with original issue discount, plus (b) the
principal amount (or other amount referred to in the definition of Indebtedness)
of all other Indebtedness of the Company and its Restricted Subsidiaries
outstanding as of the date of determination.

               "Trade Payables" means any accounts payable or any other
indebtedness or monetary obligation to trade creditors created, assumed or
Guaranteed by the Company or any of its Restricted Subsidiaries arising in the
ordinary course of business in connection with the acquisition of goods or
services, except for payables that are more than 60 days past due and not
contested in good faith.

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

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

               "Unrestricted Subsidiary" means (i) any Subsidiary of the Company
that at the time of determination shall be designated an Unrestricted Subsidiary
by the Board of Directors in



                                       17
<PAGE>   24
the manner provided below and (ii) any Subsidiary of an Unrestricted Subsidiary.
The Board of Directors may designate any Restricted Subsidiary of the Company
(including any newly acquired or newly formed Subsidiary of the Company) to be
an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of or
owns or holds any Lien on any property of the Company or any Restricted
Subsidiary, provided that either (A) the Subsidiary to be so designated has
total assets of $1,000 or less or (B) if such Subsidiary has assets greater than
$1,000 that such designation would be permitted under Section 4.4. The Board of
Directors may designate any Unrestricted Subsidiary to be a Restricted
Subsidiary of the Company, provided that immediately after giving effect to such
designation (x) the Company could incur $1.00 of additional Indebtedness under
the first paragraph of Section 4.3 and (y) no Default or Event of Default shall
have occurred and be continuing. Any such designation by the Board of Director
shall be evidenced to the Trustee by promptly filing with the Trustee a copy of
the Board Resolution giving effect to such designation and an Officers'
Certificate that such designation complied with the foregoing provisions.

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

               "U.S. Person" means a U.S. person as defined in Rule 902(k) under
the Securities Act.

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

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

        Section 1.2 Incorporation by Reference of Trust Indenture Act. Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made



                                       18
<PAGE>   25
a part of this Indenture. The following TIA terms used in this Indenture have
the following meanings:

               "indenture securities" means the Notes;

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

               "indenture to be qualified" means this Indenture;

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

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

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

        Section 1.3 Rules of Construction. Unless the context otherwise
requires:

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

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

                      (iii) "or" is not exclusive;

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

                      (v) provisions apply to successive events and
transactions;

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

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

                                   ARTICLE II

                                    The Notes

        Section 2.1 Form and Dating. (a) The Notes and the Trustee's certificate
of authentication shall be substantially in the form of Exhibit A hereto. The
Notes may have notations, legends or endorsements required by law, stock
exchange rule or usage. Each Note shall be dated the date of its authentication.
The Notes shall be in denominations of $1,000 and integral multiples thereof.
The terms and provisions contained in the Notes shall constitute, and



                                       19
<PAGE>   26
are hereby expressly made, a part of this Indenture, and the Company and the
Trustee, by their execution and delivery of this Indenture, expressly agree to
such terms and provisions and to be bound thereby. However, to the extent any
provision of any Note conflicts with the express provisions of this Indenture,
the provisions of this Indenture shall govern and be controlling.

               (b) Global Notes. Notes issued in global form shall be
substantially in the form of Exhibit A attached hereto (including the Global
Note Legend thereon and the "Schedule of Exchanges of Interests in the Global
Note" attached thereto). Note issued in definitive form shall be substantially
in the form of Exhibit A attached hereto (but without the Global Note Legend
thereon and without the "Schedule of Exchanges of Interests in the Global Note"
attached thereto). Each Global Note shall represent such of the outstanding
Notes as shall be specified therein and each shall provide that it shall
represent the aggregate principal amount of outstanding Notes from time to time
endorsed thereon and that the aggregate principal amount of outstanding Notes
represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global
Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby shall be made by the
Trustee or the Custodian, at the direction of the Trustee, in accordance with
instructions given by the Holder thereof as required by Section 2.6 hereof.

               (c) Euroclear and Cedel Procedures Applicable. The provisions of
the "Operating Procedures of the Euroclear System" and "Terms and Conditions
Governing Use of Euroclear" and the "General Terms and Conditions of Cedel Bank"
and "Customer Handbook" of Cedel shall be applicable to transfers of beneficial
interests in Global Notes that are held by Participants through Euroclear or
Cedel.


        Section 2.2 Execution, Authentication and Denominations. (a) Two
Officers shall sign the Notes for the Company by manual or facsimile signature.
The Company's seal may be reproduced on the Notes and may be in facsimile form.

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

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

               (d) The Trustee shall, upon a written order of the Company signed
by at least one Officer (an "Authentication Order"), authenticate up to
$205,000,000 in aggregate principal amount of Notes for original issue. The
aggregate principal amount of Notes outstanding at any time may not exceed such
amount except as provided in Section 2.7 hereof.

               (e) The Trustee may appoint an authenticating agent acceptable to
the Company to authenticate Notes. An authenticating agent may authenticate
Notes whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes



                                       20
<PAGE>   27
authentication by such agent. An authenticating agent has the same rights as an
Agent to deal with Holders or an Affiliate of the Company.

        Section 2.3 Registrar and Paying Agent.

               (a) The Company shall maintain an office or agency where Notes
may be presented for registration of transfer or for exchange ("Registrar") and
an office or agency where Notes may be presented for payment ("Paying Agent").
The Registrar shall keep a register of the Notes and of their transfer and
exchange (the "Security Register"). The Company may appoint one or more
co-registrars and one or more additional paying agents. The term "Registrar"
includes any co-registrar and the term "Paying Agent" includes any additional
paying agent. The Company may change any Paying Agent or Registrar without
notice to any Holder. The Company shall notify the Trustee in writing of the
name and address of any Agent not a party to this Indenture. If the Company
fails to appoint or maintain another entity as Registrar or Paying Agent, the
Trustee shall act as such. The Company or any of its Subsidiaries may act as
Paying Agent or Registrar.

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

               (c) The Company initially appoints the Trustee to act as the
Registrar and Paying Agent and to act as Custodian with respect to the Global
Notes and as agent for service of notice and demands. At the option of the
Company, payment of interest may be made by check mailed to the address of the
Holders as such address appears in the Security Register.

        Section 2.4 Paying Agent to Hold Money in Trust. Not later than each due
date of the principal, premium and interest on any Notes, the Company shall
deposit with the Paying Agent money in immediately available funds sufficient to
pay such principal, premium and interest so becoming due. The Company shall
require each Paying Agent other than the Trustee to agree in writing that such
Paying Agent shall hold in trust for the benefit of the Holders or the Trustee
all money held by the Paying Agent for the payment of principal of, premium and
interest on the Notes (whether such money has been paid to it by the Company or
any other obligor on the Notes), and such Paying Agent shall promptly notify the
Trustee of any default by the Company (or any other obligor on the Notes) in
making any such payment. The Company at any time may require a Paying Agent to
pay all money held by it to the Trustee and account for any funds disbursed, and
the Trustee may at any time during the continuance of any payment default, upon
written request to a Paying Agent, require such Paying Agent to pay all money
held by it to the Trustee and to account for any funds disbursed. Upon doing so,
the Paying Agent (if other than the Company or a Subsidiary) shall have no
further liability for the money so paid over to the Trustee. If the Company or a
Subsidiary Acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of the Holders all money held by it as Paying Agent. Upon
any bankruptcy or reorganization proceedings relating to the Company, the
Trustee shall serve as Paying Agent for the Notes.



                                       21
<PAGE>   28
        Section 2.5 Holder Lists. The Trustee shall preserve in as current a
form as is reasonably practicable the most recent list available to it of the
names and addresses of all Holders and shall otherwise comply with TIA Section
312(a). If the Trustee is not the Registrar, the Company shall furnish to the
Trustee at least seven Business Days before each interest payment date and at
such other times as the Trustee may request in writing, a list in such form and
as of such date or such shorter time as the Trustee may allow, as the Trustee
may reasonably require of the names and addresses of the Holders of Notes and
the Company shall otherwise comply with TIA Section 312(a).

        Section 2.6 Transfer and Exchange.

               (a) Transfer and Exchange of Global Notes. A Global Note may not
be transferred as a whole except by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or to another
nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. All Global Notes
shall be exchanged by the Company for Definitive Notes if (i) the Company
delivers to the Trustee notice from the Depositary that it is unwilling or
unable to continue to act as Depositary or that it is no longer a clearing
agency registered under the Exchange Act and, in either case, a successor
Depositary is not appointed by the Company within 120 days after the date of
such notice from the Depositary or (ii) the Company in its sole discretion
determines that the Global Notes (in whole but not in part) should be exchanged
for Definitive Notes and delivers a written notice to such effect to the
Trustee. Upon the occurrence of either of the preceding events in (i) or (ii)
above, Definitive Notes shall be issued in such names as the Depositary shall
instruct the Trustee. Global Notes also may be exchanged or replaced, in whole
or in part, as provided in Sections 2.6, 2.7 or 2.10 hereof. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or any
portion thereof, pursuant to this Section 2.6 or Section 2.7 or 2.10 hereof,
shall be authenticated and delivered in the form of, and shall be, a Global
Note. A Global Note may not be exchanged for another Note other than as provided
in this Section 2.6(a), although beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.6(b), (c) or (f) hereof.

               (b) Transfer and Exchange of Beneficial Interests in the Global
Notes. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of
this Indenture and the Applicable Procedures. Transfers of beneficial interests
in the Global Notes also shall require compliance with either subparagraph (i)
or (ii) below, as applicable, as well as one or more of the other following
subparagraphs, as applicable:

                      (i) Transfer of Beneficial Interests in the Same Global
Note. Beneficial interests in any Global Note may be transferred to Persons who
take delivery thereof in the form of a beneficial interest in the Global Note.
No written orders or instructions shall be required to be delivered to the
Registrar to effect the transfers described in this Section 2.6(b)(i).

                      (ii) All Other Transfers and Exchanges of Beneficial
Interests in Global Notes. In connection with all transfers and exchanges of
beneficial interests that are not



                                       22
<PAGE>   29
subject to Section 2.6(b)(i) above, the transferor of such beneficial interest
must deliver to the Registrar either (A) (1) a written order from a Participant
or an Indirect Participant given to the Depositary in accordance with the
Applicable Procedures directing the Depositary to credit or cause to be credited
a beneficial interest in another Global Note in an amount equal to the
beneficial interest to be transferred or exchanged and (2) instructions given in
accordance with the Applicable Procedures containing information regarding the
Participant account to be credited with such increase or (B) (1) a written order
from a Participant or an Indirect Participant given to the Depositary in
accordance with the Applicable Procedures directing the Depositary to cause to
be issued a Definitive Note in an amount equal to the beneficial interest to be
transferred or exchanged and (2) instructions given by the Depositary to the
Registrar containing information regarding the Person in whose name such
Definitive Note shall be registered to effect the transfer or exchange referred
to in (B)(1) above. Upon satisfaction of all of the requirements for transfer or
exchange of beneficial interests in Global Notes contained in this Indenture and
the Notes or otherwise applicable under the Securities Act, the Trustee shall
adjust the principal amount of the relevant Global Note(s) pursuant to Section
2.6(h) hereof.

               (c) Transfer or Exchange of Beneficial Interests for Definitive
Notes.

                      (i) Global Notes and beneficial interests therein shall be
exchangeable for Definitive Notes if (i) the Depositary (x) notifies the Company
that it is unwilling or unable to continue as depositary for the Global Notes
and the Company thereupon fails to appoint a successor depositary or (y) has
ceased to be a clearing agency registered under the Exchange Act and the Company
fails to appoint a successor, (ii) the Company, at its option, notifies the
Trustee in writing that it elects to cause the issuance of the Definitive Notes
or (iii) there shall have occurred and be continuing a Default with respect to
the Notes. In all cases, Definitive Notes delivered in exchange for any Global
Note or beneficial interests therein shall be registered in the names, and
issued in any approved denominations, requested by or on behalf of the
Depositary (in accordance with the Applicable Procedures). In such event, the
Trustee shall cause the Global Notes to be canceled accordingly pursuant to
Section 2.10 hereof, and the Company shall execute and the Trustee shall
authenticate and deliver to the Person designated in the instructions a
Definitive Note in the appropriate principal amount. Any Definitive Note issued
in exchange for a beneficial interest pursuant to this Section 2.6(c) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the
Persons in whose names such Notes are so registered.

               (d) Transfer and Exchange of Definitive Notes for Beneficial
Interests.

                      (i) A Holder of a Definitive Note may exchange such Note
for a beneficial interest in a Global Note or transfer such Definitive Notes to
a Person who takes delivery thereof in the form of a beneficial interest in a
Global Note at any time. Upon receipt of a request for such an exchange or the
registration of such a transfer, the Trustee shall cancel the applicable
Definitive Note and increase or cause to be increased the aggregate principal
amount of one of the Global Notes.



                                       23
<PAGE>   30
               If any such exchange or registration of transfer from a
Definitive Note to a beneficial interest is effected pursuant to subparagraphs
(ii)(B), (ii)(D) or (iii) above at a time when a Global Note has not yet been
issued, the Company shall issue and, upon receipt of an Authentication Order in
accordance with Section 2.2 hereof, the Trustee shall authenticate one or more
Global Notes in an aggregate principal amount equal to the principal amount of
Definitive Notes so transferred.

               (e) Transfer and Exchange of Definitive Notes for Definitive
Notes. Upon request by a Holder of Definitive Notes and such Holder's compliance
with the provisions of this Section 2.6(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by his attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.6(e).

                      (i) A Holder of Unrestricted Definitive Notes may transfer
such Notes to a Person who takes delivery thereof in the form of an Unrestricted
Definitive Note. Upon receipt of a request to register such a transfer, the
Registrar shall register the Unrestricted Definitive Notes pursuant to the
instructions from the Holder thereof.

               (f) [Reserved]

               (g) Legends. The following legends shall appear on the face of
all Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

               "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
               INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
               BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE
               TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE
               MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO
               SECTION 2.6 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
               EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF
               THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE
               TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.10 OF THE
               INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
               SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF OMNIPOINT
               CORPORATION.

               UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
               DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A
               WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE



                                       24
<PAGE>   31
               DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
               ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
               SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
               SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN
               AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55
               WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS
               AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
               CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
               SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED
               REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
               SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
               REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
               FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
               AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
               HEREIN."

               (h) Cancellation or Adjustment of Global Notes. At such time as
all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
cancelled in whole and not in part, each such Global Note shall be returned to
or retained and cancelled by the Trustee in accordance with Section 2.10 hereof.
At any time prior to such cancellation, if any beneficial interest in a Global
Note is exchanged for or transferred to a Person who shall take delivery thereof
in the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who shall take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

               (i) General Provisions Relating to Transfers and Exchanges.

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

                      (ii)   No service charge shall be made to a holder of a
beneficial interest in a Global Note or to a Holder of a Definitive Note for any
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable
in connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchange or transfer pursuant to Sections 2.9,
3.8, 4.11, 4.12 and 9.4 hereof).



                                       25
<PAGE>   32
                      (iii) The Registrar shall not be required to register the
transfer of or exchange any Note selected for redemption in whole or in part,
except the unredeemed portion of any Note being redeemed in part.

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

                      (v) The Company shall not be required (A) to issue, to
register the transfer of or to exchange any Notes during a period beginning at
the opening of business 15 days before the day of any selection of Notes for
redemption under Section 3.3 hereof and ending at the close of business on the
day of selection, (B) to register the transfer of or to exchange any Note so
selected for redemption in whole or in part, except the unredeemed portion of
any Note being redeemed in part or (c) to register the transfer of or to
exchange a Note between a record date and the next succeeding Interest Payment
Date.

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

                      (vii) The Trustee shall authenticate Global Notes and
Definitive Notes in accordance with the provisions of Section 2.2 hereof.

                      (viii) All certifications, certificates and Opinions of
Counsel required to be submitted pursuant to this Section 2.6 to effect a
registration of transfer or exchange may be submitted by facsimile.

        Section 2.7 Replacement Notes. If a mutilated Note is surrendered to the
Trustee or if the Holder claims that the Note has been lost, destroyed or
wrongfully taken, then, in the absence of notice to the Company or the Trustee
that such Note has been acquired by a protected purchaser, the Company shall
issue and the Trustee shall authenticate a replacement Note of like tenor and
principal amount; provided that the requirements of this Section 2.7 are met. If
required by the Trustee or the Company, an indemnity bond must be furnished that
is sufficient in the judgment of both the Trustee and the Company to protect the
Company, the Trustee or any Agent from any loss that any of them may suffer if a
Note is replaced. The Company may charge such Holder for the expenses of the
Company and the Trustee in replacing a Note. In case any such mutilated, lost,
destroyed or wrongfully taken Note has become or is about to become due and
payable, the Company in its discretion may pay such Note instead of issuing a
new Note in replacement thereof.

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



                                       26
<PAGE>   33
               The provisions of this Section 2.7 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies against the
Company and the Trustee with respect to the replacement or payment of mutilated,
destroyed, lost or wrongfully taken Notes.

        Section 2.8 Outstanding Notes. Notes outstanding at any time are all
Notes that have been authenticated by the Trustee, except for those cancelled by
it, those delivered to it for cancellation, those reductions in the interest in
a Global Note effected by the Trustee in accordance with the provisions hereof,
and those described in this Section 2.8 as not outstanding.

               If a Note is replaced pursuant to Section 2.7, it ceases to be
outstanding unless and until the Trustee and the Company receive proof
satisfactory to each of them that the replaced Note is held by a protected
purchaser.

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

               Notes, or portions thereof, for the payment or redemption of
which moneys or U.S. Government Obligations (as provided for in Article VIII) in
the necessary amount shall have been deposited in trust with the Trustee or with
any Paying Agent (other than the Company) or shall have been set aside,
segregated and held in trust by the Company for the Holders of such Notes (if
the Company shall act as its own Paying Agent), on and after that time shall
cease to be outstanding and, in the case of redemption, interest on such Notes
shall cease to accrue, provided that if such Notes, or portions thereof, are to
be redeemed prior to the maturity thereof, notice of such redemption shall have
been given as herein provided, or provision satisfactory to the Trustee shall
have been made for giving such notice.

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

        Section 2.9 Temporary Notes. Until definitive Notes are ready for
delivery, the Company may prepare and the Trustee shall authenticate temporary
Notes. Temporary Notes shall be substantially in the form of definitive Notes
but may have insertions, substitutions, omissions and other variations
determined to be appropriate by the Officer or Officers executing



                                       27
<PAGE>   34
the temporary Notes, as evidenced by the execution of such temporary Notes. If
temporary Notes are issued, the Company will cause definitive Notes to be
prepared without unreasonable delay. After the preparation of definitive Notes,
the temporary Notes shall be exchangeable for definitive Notes upon surrender of
the temporary Notes at the office or agency of the Company designated for such
purpose pursuant to Section 4.2, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Notes the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a like
principal amount of definitive Notes of authorized denominations. Until so
exchanged, the temporary Notes shall be entitled to the same benefits under this
Indenture as definitive Notes.

        Section 2.10 Cancellation. The Company at any time may deliver, or cause
to be delivered, Notes to the Trustee for cancellation. The Registrar and the
Paying Agent shall forward to the Trustee any Notes surrendered to them for
transfer, exchange or payment. The Trustee (and no one else) shall cancel all
Notes surrendered for registration of transfer, exchange, payment, replacement
or cancellation and shall destroy them in accordance with its normal procedure.

        Section 2.11 CUSIP Numbers. The Company in issuing the Notes may use
"CUSIP" numbers (if then generally in use), and the Company and the Trustee
shall use CUSIP numbers in notices of redemption or exchange as a convenience to
Holders; provided that any such notice shall state that no representation is
made as to the correctness of such CUSIP numbers either as printed on the Notes
or as contained in any notice of redemption or exchange and that reliance may be
placed only on the other identification numbers printed on the Notes; and
provided further that failure to use CUSIP numbers in any notice of redemption
or exchange shall not affect the validity or sufficiency of such notice. The
Company shall promptly notify the Trustee of any change in CUSIP numbers.

        Section 2.12 Defaulted Interest. If the Company defaults in a payment of
interest on the Notes, it shall pay, or shall deposit with the Paying Agent
money in immediately available funds sufficient to pay the defaulted interest,
plus (to the extent lawful) any interest payable on the defaulted interest, to
the Persons who are Holders on a subsequent special record date. A special
record date, as used in this Section 2.12 with respect to the payment of any
defaulted interest, shall mean the 15th day next preceding the date fixed by the
Company for the payment of defaulted interest, whether or not such day is a
Business Day. At least 15 days before the subsequent special record date, the
Company shall mail to each Holder and to the Trustee a notice that states the
subsequent special record date, the payment date and the amount of defaulted
interest to be paid.

                                   ARTICLE III

                               Optional Redemption

        Section 3.1 Right of Redemption. (a) The Notes will be redeemable, at
the Company's option, in whole or in part, at any time or from time to time, on
or after September 15, 2004 and prior to maturity, upon not less than 30 nor
more than 60 days' prior notice mailed



                                       28
<PAGE>   35
by first class mail to each Holder's last address as it appears in the Security
Register, at the Redemption Prices (expressed in percentages of principal
amount) set forth below, plus accrued and unpaid interest, to the Redemption
Date (subject to the right of Holders of record on the relevant Regular Record
Date that is prior to the Redemption Date to receive interest due on an Interest
Payment Date), if redeemed during the 12 month period commencing September 15,
of the years set forth below:


<TABLE>
<CAPTION>
                         Redemption
       Year                 Price
       ----              -----------
<S>                      <C>
2004                      105.750%
2005                      103.833%
2006                      101.917%
2007 and thereafter       100.000%
</TABLE>


               (a) In addition, at any time prior to September 15, 2002, the
Company may redeem up to 35% of the aggregate principal amount of the Notes
originally issued, at any time as a whole or from time to time in part, with the
proceeds of one or more Public Equity Offerings or sales of Capital Stock (other
than Redeemable Stock) to one or more Strategic Equity Investors, each such
Public Equity Offering or sale to Strategic Equity Investors resulting in Net
Cash Proceeds of $50 million or more, at a redemption price (expressed as a
percentage of principal amount) of 111.50%, plus accrued and unpaid interest to
the Redemption Date, provided that after any such redemption at least 65% of the
aggregate principal amount of Notes originally outstanding remains outstanding
and each such redemption is effected not more than 60 days after the
consummation of such Public Equity Offering or sale to Strategic Equity
Investors.

        Section 3.2 Notices to Trustee. If the Company elects to redeem Notes
pursuant to Section 3.1, it shall notify the Trustee in writing of the
Redemption Date, the principal amount of Notes to be redeemed and the clause of
this Indenture pursuant to which the redemption shall occur.

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

        Section 3.3 Selection of Notes to Be Redeemed. If less than all of the
Notes are to be redeemed at any time, the Trustee will select the Notes, or
portions thereof, for redemption in compliance with the requirements of the
principal national securities exchange, if any, on which the Notes are listed
or, if the Notes are not listed on a national securities exchange, on a pro rata
basis, by lot or by such other method as the Trustee in its sole discretion
shall deem to be fair and appropriate; provided that no Note of $1,000 in
principal amount or less shall be redeemed in part.

               The Trustee shall make the selection from the Notes outstanding
and not previously called for redemption. Notes in denominations of $1,000 in
principal amount may



                                       29
<PAGE>   36
only be redeemed in whole. The Trustee may select for redemption portions (equal
to $1,000 in principal amount or any integral multiple thereof) of Notes that
have denominations larger than $1,000 in principal amount. Provisions of this
Indenture that apply to Notes called for redemption also apply to portions of
Notes called for redemption. The Trustee shall notify the Company and the
Registrar promptly in writing of the Notes or portions of Notes to be called for
redemption.

        Section 3.4 Notice of Redemption. At least 30 days but not more than 60
days before a Redemption Date, the Company shall mail or cause to be mailed a
notice of redemption by first class mail to each Holder whose Notes are to be
redeemed.

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

                      (i) the Redemption Date;

                      (ii) the Redemption Price;

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

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

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

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

                      (vii) that, if any Note contains a CUSIP number as
provided in Section 2.10, no representation is being made as to the correctness
of the CUSIP number either as printed on the Notes or as contained in the notice
of redemption and that reliance may be placed only on the other identification
numbers printed on the Notes; and

                      (viii) the aggregate principal amount of Notes being
redeemed.

               At the Company's request (which request may be revoked by the
Company at any time prior to the time at which the Trustee shall have given such
notice to the Holders), made in writing to the Trustee at least 45 days (or such
shorter period as shall be satisfactory to the Trustee) before a Redemption
Date, the Trustee shall give the notice of redemption in the name and at the
expense of the Company. If, however, the Company gives such notice to the
Holders,



                                       30
<PAGE>   37
the Company shall concurrently deliver to the Trustee an Officers' Certificate
stating that such notice has been given.

        Section 3.5 Effect of Notice of Redemption. Once notice of redemption is
mailed, Notes called for redemption become due and payable on the Redemption
Date and at the Redemption Price. Upon surrender of any Notes to the Paying
Agent, such Notes shall be paid at the Redemption Price, plus accrued and unpaid
interest to the Redemption Date.

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

        Section 3.6 Deposit of Redemption Price. On or prior to 10:00 a.m. New
York City time on any Redemption Date, the Company shall deposit with the Paying
Agent (or, if the Company is acting as its own Paying Agent, shall segregate and
hold in trust as provided in Section 2.4) money in immediately available funds
sufficient to pay the Redemption Price of and accrued and unpaid interest, on
all Notes to be redeemed on that date other than Notes or portions thereof
called for redemption on that date that have been delivered by the Company to
the Trustee for cancellation.

        Section 3.7 Payment of Notes Called for Redemption. If notice of
redemption has been given in the manner provided under Section 3.4, the Notes or
portion of Notes specified in such notice to be redeemed shall become due and
payable on the Redemption Date at the Redemption Price stated therein, together
with accrued and unpaid interest to such Redemption Date, and on and after such
date (unless the Company shall default in the payment of such Notes at the
Redemption Price and accrued and unpaid interest to the Redemption Date, in
which case the principal, until paid, shall bear interest from the Redemption
Date at the rate prescribed in the Notes shall continue to accrue), such Notes
shall cease to accrue interest . Upon surrender of any Note for redemption in
accordance with a notice of redemption, such Note shall be paid and redeemed by
the Company at the Redemption Price, together with accrued and unpaid interest
to the Redemption Date; provided that installments of interest whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
registered as such at the close of business on the relevant Regular Record Date;
provided, further, that if a Redemption Date is after a Regular Record Date and
on or prior to the relevant Interest Payment Date, the accrued interest will be
payable to the Holder of the redeemed Notes registered on the relevant Regular
Record Date.

        Section 3.8 Notes Redeemed in Part. Upon surrender of any Note that is
redeemed in part, the Trustee shall authenticate for the Holder a new Note equal
in principal amount to the unredeemed portion of such surrendered Note.



                                       31
<PAGE>   38
                                   ARTICLE IV

                                    Covenants

        Section 4.1 Payment of Notes. The Company shall pay the principal of,
premium and interest on the Notes on the dates and in the manner provided in the
Notes and this Indenture. An installment of principal, premium or interest shall
be considered paid on the date due if the Trustee or Paying Agent (other than
the Company, a Subsidiary of the Company, or any Affiliate of any of them) holds
on that date money deposited by the Company in immediately available funds and
designated for and sufficient to pay the installment. As provided in Section
6.9, upon any bankruptcy or reorganization procedure relative to the Company,
the Trustee shall serve as the Paying Agent and conversion agent, if any, for
the Notes.

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

        Section 4.2 Maintenance of Office or Agency. The Company will maintain
an office or agency in the Borough of Manhattan, the City of New York where
Notes may be surrendered for registration of transfer or exchange or for
presentation for payment and where notices and demands to or upon the Company in
respect of the Notes and this Indenture may be served. The Company will give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the address of the Trustee set forth in Section 10.2.

               The Company may also from time to time designate one or more
other offices or agencies where the Notes may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations.
The Company shall give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.

               The Company hereby initially designates the Corporate Trust
Office of the Trustee as such office of the Company in accordance with Section
2.3 for the purposes described in this Section 4.2.

        Section 4.3 Limitation on Indebtedness. (a) The Company will not, and
will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness
(including Acquired Debt), provided, however, that the Company may Incur
Indebtedness and any of its Restricted Subsidiaries may issue shares of
Redeemable Stock if (i) no Default or Event of Default shall have occurred and
be continuing, and (ii) (A) the Consolidated Leverage Ratio is no greater than 7
to 1, for any Incurrence from the Closing Date through the fifth anniversary of
the Closing Date, or 6 to 1 thereafter or (B) with respect to Indebtedness
Incurred under this clause (B), the aggregate principal amount of all
Indebtedness so Incurred and outstanding is in an aggregate principal amount
that does not exceed 1.4 times the aggregate Net Cash Proceeds received by the



                                       32
<PAGE>   39
Company after September 23, 1999 from the issuance and sale (other than to a
Subsidiary) of Capital Stock (other than Redeemable Stock), other than (x)
proceeds to the extent relied upon to permit the making of one or more
Restricted Payments in compliance with Section 4.4 and (y) proceeds to the
extent relied upon to permit the making of one or more Permitted Investments
pursuant to clause (v) of the definition of that term.

               Notwithstanding the foregoing, as long as no Default or Event of
Default shall have occurred and be continuing, the Company and (except as
specified below) any Restricted Subsidiary may issue or Incur each and all of
the following:

                      (i) Indebtedness due and owing to government entities in
connection with telecommunications license fees or Indebtedness Incurred to
finance the payment of deposits with and license fees to the FCC in connection
with FCC license auctions;

                      (ii) Indebtedness Incurred by the Company or any
Restricted Subsidiary the proceeds of which are (or the credit support provided
by any such Indebtedness is) used to finance the development, construction,
expansion or operation of Telecommunications Assets;

                      (iii) Indebtedness Incurred by the Company or any
Restricted Subsidiary the proceeds of which are (or the credit support provided
by any such Indebtedness is) used to finance the acquisition of
Telecommunications Assets or the Capital Stock of a Telecommunications Business;

                      (iv) Indebtedness outstanding as of the Closing Date;

                      (v) Indebtedness under one or more revolving credit or
working capital facilities in an aggregate principal amount outstanding or
available at any time not to exceed $500 million;

                      (vi) Indebtedness owed to the Company or any of its
Restricted Subsidiaries, provided that any subsequent issuance or transfer of
any Capital Stock which results in any such Restricted Subsidiary owed such
Indebtedness ceasing to be a Restricted Subsidiary or any subsequent transfer of
such Indebtedness (other than to the Company or another Restricted Subsidiary)
shall be deemed, in each case, to constitute the Incurrence of such
Indebtedness;

                      (vii) Indebtedness issued in exchange for, or the net
proceeds of which are used to refinance or refund, then outstanding
Indebtedness, other than Indebtedness Incurred under clauses (v) and (viii) of
this Section 4.3 and any refinancing thereof in an amount not to exceed the
amount so refinanced or refunded (plus premiums, accrued interest, fees and
expenses), provided that (x) Indebtedness Incurred to refinance or refund the
Notes or other Indebtedness does not have a higher relative seniority to the
Notes than the Indebtedness being refinanced or refunded, (y) the Average Life
of such new Indebtedness is at least equal to the remaining Average Life of the
Indebtedness to be refinanced or refunded and (z) Indebtedness



                                       33
<PAGE>   40
Incurred to refinance Indebtedness of the Company may not be Incurred by any
Restricted Subsidiary;

                      (viii) Indebtedness (A) in respect of performance, surety
or appeal bonds provided in the ordinary course of business, (B) under Currency
Agreements and Interest Rate Agreements, provided that such agreements do not
increase the Indebtedness of the obligor outstanding at any time other than as a
result of fluctuation or interest rates or by reason of fees, indemnities and
compensation payable thereunder or (C) arising from agreements providing for
indemnification, adjustment of purchase price or similar obligations Incurred in
connection with the disposition of any business, assets or Restricted Subsidiary
of the Company in a principal amount not to exceed the gross proceeds actually
received by the Company or any Restricted Subsidiary in connection with such
disposition;

                      (ix) Indebtedness represented by the Notes.

               (b) Notwithstanding any other provision of this Section 4.3, the
maximum amount of Indebtedness that the Company or a Restricted Subsidiary may
Incur pursuant to this Section 4.3 shall not be deemed to be exceeded due solely
to the result of fluctuations in the exchange rates of currencies.

               (c) For purposes of determining any particular amount of
Indebtedness under this Section 4.3, (i) Guarantees, Liens or obligations with
respect to letters of credit supporting Indebtedness otherwise included in the
determination of such particular amount shall not be included and (ii) any Liens
granted pursuant to the equal and ratable provisions referred to in Section 4.9
below shall not be treated as Indebtedness. For purposes of determining
compliance with this Section 4.3, in the event that an item of Indebtedness
meets the criteria of more than one of the types of Indebtedness described in
this Section 4.3 or would be entitled to be Incurred pursuant to the first
paragraph of Section 4.3(a), the Company, in its sole discretion, shall
classify, and from time to time may reclassify (in whole or in part), such item
of Indebtedness and only be required to include the amount and type of such
Indebtedness in one of such clauses.

               (d) Accrual of interest, accretion of accreted value and the
payment of interest in kind or the payment of dividends on Redeemable Stock in
kind will not be deemed an Incurrence of Indebtedness or the issuance of
Redeemable Stock for the purpose of this Section 4.3

        Section 4.4 Limitation on Restricted Payments. The Company will not, and
will not permit any Restricted Subsidiary to, directly or indirectly, (i)
declare or pay any dividend or make any distribution on its Capital Stock (other
than dividends or distributions payable solely in shares of its or such
Restricted Subsidiary's Capital Stock (other than Redeemable Stock) or in
options, warrants or other rights to acquire such shares of Capital Stock) held
by Persons other than (a) the Company, (b) any of its Restricted Subsidiaries,
or (c) any other shareholder of such Restricted Subsidiaries (so long as the
Company and its Restricted Subsidiaries receive their pro rata share of such
dividend or distribution based on their ownership of such class or series of
such Restricted Subsidiaries Capital Stock on which such dividend or
distribution is being made), (ii) purchase, redeem, retire or otherwise acquire
for value any shares of Capital Stock of



                                       34
<PAGE>   41
the Company or an Unrestricted Subsidiary (including options, warrants or other
rights to acquire such shares of Capital Stock) held by any Person (other than
the Company or a Restricted Subsidiary), (iii) purchase, redeem, defease, retire
or otherwise acquire for value any Indebtedness subordinate to the Notes prior
to any scheduled maturity, repayment or sinking fund payment, or (iv) make any
Investment, other than a Permitted Investment, in any Person (such payments or
any other actions described in clauses (i) through (iv) being collectively
"Restricted Payments") unless, at the time of, and after giving effect to, the
proposed Restricted Payment: (A) no Default or Event of Default shall have
occurred and be continuing, (B) the Company would be permitted to incur
additional indebtedness pursuant to the first paragraph of Section 4.3, and (C)
the aggregate amount expended for all Restricted Payments (the amount so
expended, if other than in cash, to be determined in good faith by the Board of
Directors, whose determination shall be conclusive and evidenced by a Board
Resolution) after the date hereof shall not exceed the sum of (1) the amount by
which Consolidated EBITDA exceeds 1.5 times Consolidated Interest Expense for
the period from the Closing Date through the end of the last completed fiscal
quarter for which financial statements are available plus (2) 100% of the
aggregate Net Cash Proceeds received by the Company on or after the Closing Date
from the issuance and sale permitted by this Indenture of its Capital Stock
(other than Redeemable Stock) to a Person who is not a Subsidiary of the
Company, or from the issuance to a Person who is not a Subsidiary of the Company
of any options, warrants or other rights to acquire Capital Stock (other than
Redeemable Stock) of the Company, or from the issuance and sale of convertible
debt securities of the Company to the extent converted into Capital Stock (other
than Redeemable Stock of the Company) (except, in any of the foregoing cases, to
the extent such Net Cash Proceeds are used to Incur Indebtedness pursuant to
clause (ii)(B) of the first paragraph of Section 4.3), plus (3) an amount equal
to the net reduction in Investments made by the Company or a Restricted
Subsidiary after the Closing Date in any Person resulting from (x) payments of
interest on debt, dividends, repayment of loans or advances, or other transfers
or distributions of property, in each case to the Company or any Restricted
Subsidiary from any Person, (y) to the extent that an Investment is sold for
cash or otherwise liquidated or repaid for cash, the after-tax cash return of
capital with respect to such Investment (less the cost of disposition, if any)
and (z) the redesignation of any Unrestricted Subsidiary as a Restricted
Subsidiary, provided that in each of the foregoing cases, the aggregate amount
of the net reduction in Investments will not be deemed to exceed the amount of
such Investments previously made by the Company and its Restricted Subsidiaries
in such Person or Unrestricted Subsidiary which were treated as Restricted
Payments.

               The foregoing provision shall not be violated by reason of:

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

                      (ii) the redemption, repurchase, defeasance or other
acquisition or retirement for value of Indebtedness that is subordinated in
right of payment to the Notes (including, premium if any, and accrued and unpaid
interest) with the proceeds of, or in exchange for, Indebtedness incurred under
clause (vii) of the second paragraph of Section 4.3;



                                       35
<PAGE>   42
                      (iii) the repurchase, redemption or other acquisition of
Capital Stock (or any options, warrants or other rights to acquire, or out of
the proceeds of a substantially concurrent offering of, shares of Capital Stock)
of the Company or any Restricted Subsidiary or any other Person in exchange for
shares of Capital Stock (other than Redeemable Stock) of the Company;

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

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

                      (vi) the distribution to shareholders of the Company or
any Restricted Subsidiary of shares of Capital Stock of any Unrestricted
Subsidiary or the distribution to shareholders of the Company of shares of
Capital Stock of any Subsidiary holding only the assets of the Company's
technology business, provided that in such latter case, after giving effect to
such transaction on a pro forma basis, (x) the Company would be permitted to
incur additional indebtedness pursuant to the first paragraph of Section 4.3, or
(y) the Company's Annualized Consolidated EBITDA would not decrease, provided,
further, in such latter case, that such Subsidiary has working capital not in
excess of $5 million;

                      (vii) the purchase, redemption. acquisition, cancellation
or other retirement for value of shares of Capital Stock of the Company to the
extent required by FCC rules in order to prevent the loss or secure the renewal
or reinstatement of any license or franchise held by the Company or any
Restricted Subsidiary

                      (viii) the repurchase of Indebtedness subordinated to the
Notes at a purchase price not greater than 101% of the principal (or accreted)
amount thereof, plus accrued and unpaid interest, if any, pursuant to a
mandatory offer to repurchase made after a Change of Control provided that the
Company shall first have made any Offer to Purchase (and repurchased all
tendered Notes) pursuant to Section 4.12; and

                      (ix) to the extent that Indebtedness Guaranteed pursuant
to clause (x) of the second paragraph of Section 4.3 has been contributed to the
capital of or loaned to the Company, the payment of dividends or distributions
by the Company in an amount sufficient to repay such Indebtedness (to the extent
of the Guarantee) in accordance with its terms; provided that except in the case
of clauses (i) and (ix) of this paragraph no Default or Event of Default shall
have occurred and be continuing or occur as a consequence of the actions or
payments set forth therein. Each Restricted Payment permitted pursuant to this
paragraph (other than the Restricted Payment referred to in clauses (ii) and
(ix) hereof) and each payment pursuant to clause (vi) of the definition of
Permitted Investment shall be included in calculating the



                                       36
<PAGE>   43
aggregate amount of Restricted Payments for purposes of clause (C) of the first
paragraph of this Section 4.4.

               Any Investment in a Subsidiary that becomes an Unrestricted
Subsidiary shall become a Restricted Payment made on such date in the amount of
the greater of (x) the book value of such Subsidiary on the date such Subsidiary
becomes an Unrestricted Subsidiary and (y) the fair market value of such
Subsidiary on such date as determined (A) in good faith by the Board of
Directors if such fair market value is determined to be less than $10 million
and (B) by an investment banking firm of national standing with high yield
underwriting expertise if such fair market value is determined to be in excess
of $10 million. Any Restricted Payment made by contribution or transfer of
assets shall be valued in the amount of the greater of (x) the book value of
such asset on the date of transfer or (y) the fair market value on such date as
determined (A) in good faith by the Board of Directors if such fair market value
is determined to be less than $10 million and (B) by an investment banking firm
of national standing with high yield underwriting expertise if such fair market
value is determined to be in excess of $10 million.

               Not later than the date of making any Restricted Payment, the
Company shall deliver to the Trustee an Officers' Certificate stating that such
Restricted Payment is permitted and setting forth the basis upon which any
calculations required by this Section 4.4 were computed, which calculations may
be based upon the Company's latest available financial statements.

        Section 4.5 Limitation on Dividend and Other Payment Restrictions
Affecting Restricted Subsidiaries. The Company will not, and will not permit any
Restricted Subsidiary to, create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or restriction of any kind on the ability
of any Restricted Subsidiary to (i) pay dividends or make any other
distributions permitted by applicable law on any Capital Stock of such
Restricted Subsidiary owned by the Company or any other Restricted Subsidiary,
(ii) pay any Indebtedness owed to the Company or any other Restricted
Subsidiary, (iii) make loans or advances to the Company or any other Restricted
Subsidiary or (iv) transfer any of its property or assets to the Company or any
other Restricted Subsidiary.

               The foregoing provisions shall not restrict any encumbrances or
restrictions:

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

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

                      (iii) existing with respect to any Person or the property
or assets of such Person acquired by the Company or any Restricted Subsidiary
and existing at the time of such acquisition, which encumbrances or restrictions
are not applicable to any Person or the property



                                       37
<PAGE>   44
or assets of any Person other than such Person or the property or assets of such
Person so acquired;

                      (iv) in the case of clause (iv) of the first paragraph of
this Section 4.5, (A) that restrict in a customary manner the subletting,
assignment or transfer of any property or asset that is a license or contract or
(B) existing by virtue of any transfer of, agreement to transfer, option or
right with respect to, or Lien on, any property or assets of the Company or any
Restricted Subsidiary not otherwise prohibited by this Indenture; or

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

               Nothing contained in this Section 4.5 shall prevent the Company
        or any Restricted Subsidiary from (1) creating. incurring, assuming or
        suffering to exist any Liens otherwise permitted in Section 4.9, (2)
        restricting the sale or other disposition of property or assets of the
        Company or any of its Restricted Subsidiaries that secure Indebtedness
        of the Company or any of its Restricted Subsidiaries, or (3) restricting
        the payment of dividends or distributions or other disposition of
        property or assets of or the making of loans by any Restricted
        Subsidiary in connection with any financing for the Telecommunications
        Business of such Restricted Subsidiary, provided that in the case of
        clause (3) such restriction may be entered into only if at such time the
        total amount, without duplication, of (i) Mirror Indebtedness owed by
        Restricted Subsidiaries, less (ii) proceeds of such Mirror Indebtedness
        that are invested in another Person, other than (x) Investments in other
        Restricted Subsidiaries conducting no operations other than the holding
        of government licenses or (y) Investments in Mirror Indebtedness of
        other Restricted Subsidiaries, plus (iii) capital contributions to the
        Special Subsidiary, plus (iv) the cash and Temporary Cash Investments
        held by the Company (not on a consolidated basis), equals or exceeds the
        outstanding principal amount of the Notes and all other Indebtedness
        outstanding on the Closing Date that ranks equally with the Notes.

        Section 4.6 Limitation on the Issuance and Sale of Capital Stock of
Restricted Subsidiaries. The Company (a) will not permit any Restricted
Subsidiary to issue any Capital Stock (other than to the Company or a Restricted
Subsidiary) and (b) will not permit any Person (other than the Company or a
Restricted Subsidiary) to own any Capital Stock of any Restricted Subsidiary,
provided, however, that this Section 4.6 will not prohibit (i) the sale or other
disposition of all of the issued and outstanding Capital Stock of any Restricted
Subsidiary owned by the Company or any Restricted Subsidiary in compliance with
the other provisions of this Indenture; (ii) the ownership by directors of
director's qualifying shares of Capital Stock of any Restricted Subsidiary, to
the extent mandated by applicable law; (iii) the ownership of Capital Stock of a
Restricted Subsidiary issued and outstanding either (A) as of the Closing Date
or (B) 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 of the Company or otherwise being acquired by
the Company; (iv) the issuance of Capital Stock of a Restricted Subsidiary
pursuant to an employee stock option plan approved by the Boards of



                                       38
<PAGE>   45
Directors of the Restricted Subsidiary and the Company; or (v) the issuance or
sale of Capital Stock of a Restricted Subsidiary in a transaction not prohibited
by Section 4.11, provided that such Restricted Subsidiary will remain a
Restricted Subsidiary, and only if at the time of such sale, the total amount,
without duplication, of (i) Mirror Indebtedness owed by Restricted Subsidiaries,
less (ii) proceeds of such Mirror Indebtedness that are invested in another
Person, other than (x) Investments in other Restricted Subsidiaries conducting
no operations other than the holding of government licenses or (y) Investments
in Mirror Indebtedness of other Restricted Subsidiaries, plus (iii) capital
contributions to the Special Subsidiary, plus (iv) the cash and Temporary Cash
Investments held by the Company (not on a consolidated basis), equals or exceeds
the outstanding principal amount of the Notes.

        Section 4.7 Limitation on Issuances of Guarantees by Restricted
Subsidiaries. The Company will not permit any Restricted Subsidiary to Guarantee
or assume the payment of any Indebtedness of the Company (other than
Indebtedness described in clause (x) of the second paragraph of Section 4.3)
unless (i) (A) such Restricted Subsidiary simultaneously executes and delivers a
supplemental indenture providing for a Guarantee of payment of the Notes by such
Restricted Subsidiary and (B) with respect to any Guarantee of Subordinated
Indebtedness of the Company by such Restricted Subsidiary, any such Guarantee
shall be subordinated to such Restricted Subsidiary's Guarantee with respect to
the Notes at least to the same extent as such Subordinated Indebtedness is
subordinated to the Notes and (ii) such Restricted Subsidiary waives any rights
of reimbursement, indemnity or subrogation or any other rights against the
Company or any other Restricted Subsidiary as a result of any payment by such
Restricted Subsidiary under its Guarantee until the Notes have been paid in
full. The incurrence by a Restricted Subsidiary as a primary obligor of any
Indebtedness that is guaranteed by the Company will not be deemed a Guarantee of
the Company's Indebtedness for purposes of this Section 4.7.

               Notwithstanding the foregoing, any Guarantee of the Notes or
waiver of rights created pursuant to the provisions described in the foregoing
paragraph will provide by their terms that they will be automatically and
unconditionally released and discharged upon the release by the holders of the
Indebtedness of the Company described in the preceding paragraph of their
Guarantee by such Restricted Subsidiary (including any deemed release upon
payment in full of all obligations under such Indebtedness, except by or as a
result of payment under such Guarantee), at a time when (A) no other
Indebtedness of the Company has been Guaranteed by such Restricted Subsidiary or
(B) the holders of all such other Indebtedness which is Guaranteed by such
Restricted Subsidiary also release their Guarantee by such Restricted Subsidiary
(including any deemed release upon payment in full of all obligations under such
Indebtedness, except by or as a result of payment under such Guarantee).

        Section 4.8 Limitation on Transactions with Stockholders and Affiliates.
Except for any agreement entered into on or before the Closing Date, the Company
will not, and will not permit any Restricted Subsidiary to, directly or
indirectly, enter into, renew or extend any transaction (including, without
limitation, the purchase, sale, lease or exchange of property or assets, or the
rendering of any service) with any holder (or any Affiliate of such holder) of
10% or more of any Voting Stock of the Company or with any Affiliate of the
Company or any



                                       39
<PAGE>   46
Restricted Subsidiary, except upon fair and reasonable terms no less favorable
to the Company or such Restricted Subsidiary than could be obtained, at the time
of such transaction or at the time of the execution of the agreement providing
therefor, in a comparable arm's length transaction with a Person that is not
such a holder or an Affiliate.

               In addition to the foregoing, transactions with any holder (or
any Affiliate of such holder) of 10% or more of any Voting Stock (i) having a
fair market value or involving payments equal to or in excess of $5 million
shall be approved by a majority of the disinterested members of the Board of
Directors and (ii) having a fair market value or involving payments equal to or
in excess of $10 million shall require the Company or a Restricted Subsidiary to
deliver to the Trustee a written opinion of a nationally recognized investment
banking firm stating that the transaction is fair to the Company or such
Restricted Subsidiary from a financial point of view. The foregoing limitation
shall not apply to (i) any transaction between the Company and any of its
Restricted Subsidiaries or between Restricted Subsidiaries; (ii) the payment of
reasonable and customary regular fees to directors of the Company who are not
employees of the Company and any employment agreement entered into by the
Company or any Restricted Subsidiary in the ordinary course of business; (iii)
any Restricted Payments not prohibited by Section 4.4; (iv) any transaction
pursuant to an agreement to which the Company or any Restricted Subsidiary is a
party and in effect on the Closing Date; (v) commercial or technical agreements
customary in the industry (as determined by the Board of Directors) in which the
Company and its Restricted Subsidiaries are engaged and entered into in the
ordinary course of business between the Company and any joint venture
(regardless of organizational form) in which the Company has a substantial
economic interest, (vi) solely with respect to the requirement that the Company
obtain a fairness opinion, Guarantees of Indebtedness pursuant to clause (x) of
the second paragraph of Section 4.3, (vii) loans or advances to officers or
employees of the Company or any of its Restricted Subsidiaries to pay business
related travel expenses or reasonable relocation costs of such officers or
employees in connection with their employment by the Company or any of its
Restricted Subsidiaries, and (viii) payments and other transactions required
under or contemplated by any agreement in effect on the Closing Date and
disclosed in the Company's (or its predessor's) filings with the Commission
before the Closing Date (or that were not required to be disclosed therein
pursuant to the rules and regulations of the Commission) or any ordinary course
commercial agreement in effect at the time an entity becomes a Restricted
Subsidiary or is merged into the Company (and not entered into in anticipation
of such acquisition) or any amendment thereto or replacement of such agreement
so long as any such amendment or replacement is not disadvantageous to the
Holders of the Notes in any material respect.

        Section 4.9 Limitation on Liens. The Company will not, and will not
permit any Restricted Subsidiary to, create, Incur, assume or suffer to exist
any Lien on any of its assets or properties of any character, or any shares of
Capital Stock or Indebtedness of any Restricted Subsidiary, without making
effective provision for all of the Notes and all other amounts due under this
Indenture to be directly secured equally and ratably with (or, if the obligation
or liability to be secured by such Lien is subordinated in right of payment to
the Notes, prior to) the obligation or liability secured by such Lien.

               The foregoing limitation does not apply to:



                                       40
<PAGE>   47
                      (i) Liens existing on the Closing Date;

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

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

                      (iv) Liens securing obligations under revolving credit or
working capital facilities under clause (v) of the second paragraph of Section
4.3, provided that the aggregate amount of Indebtedness secured by any such
Liens shall not at any time exceed the amount of Indebtedness permitted to be
Incurred under clause (v) of the second paragraph of Section 4.3;

                      (v) Liens securing Indebtedness under clauses (i), (ii),
(iii) or (x) of the second paragraph of Section 4.3 granted on or after the
Closing Date on the Capital Stock or assets of any Restricted Subsidiary,
including any Lien granted in connection with a refinancing thereof;

                      (vi) Liens on telecommunications licenses securing
obligations to government entities;

                      (vii) Liens on property of a person existing at the time
such person is merged into, or the assets of such person are acquired by, the
Company or any Restricted Subsidiary, provided that such Liens were in existence
prior to the contemplation of such merger or acquisition and do not secure any
property or assets of the Company or any of its Restricted Subsidiaries other
than the property or assets subject to the Liens prior to such merger or
acquisition;

                      (viii) Permitted Liens; or

                      (ix) Liens in addition to those set forth above, provided
that such Liens secure only Indebtedness of the Company and its Restricted
Subsidiaries and, at the time of determination, the aggregate amount of such
Indebtedness then outstanding shall not exceed 5% of the Company's consolidated
total assets as reflected on its most recent publicly available consolidated
balance sheet.

        Section 4.10 Limitation on Sale-Leaseback Transactions. The Company will
not, and will not permit any Restricted Subsidiary to, enter into any sale and
leaseback transactions (except between or among the Company and one or more of
its direct or indirect Wholly Owned Restricted Subsidiaries) unless (A) the
Company or that Restricted Subsidiary could have (x) incurred Indebtedness in an
amount equal to the Attributable Debt relating to such sale and leaseback
transaction under Section 4.3 and (y) incurred a Lien to secure such
Indebtedness under Section 4.9; (B) the gross cash proceeds of that sale and
leaseback transaction are at least equal to the fair market value, as determined
in good faith by the Board of Directors and set forth



                                       41
<PAGE>   48
in an Officer's Certificate delivered to the Trustee, of the property that is
the subject of the sale and leaseback transaction; and (z) the Company applies
the proceeds of the sale and leaseback transaction in compliance with Section
4.11.

        Section 4.11 Limitation on Asset Sales. The Company will not, and will
not permit any Restricted Subsidiary to, consummate any Asset Sale, unless (i)
the consideration received by the Company or such Restricted Subsidiary is at
least equal to the fair market value of the assets sold or disposed of and (ii)
at least 75% of the consideration received consists of cash or Temporary Cash
Investments, provided, however, that the amount of (x) any liabilities of the
Company or any Restricted Subsidiary that are assumed by the transferee of any
such assets and (y) any notes or other obligations received by the Company or
any such Restricted Subsidiary from such transferee that are immediately
converted by the Company or such Restricted Subsidiary into cash, shall be
deemed to be Temporary Cash Investments (to the extent of the Temporary Cash
Investments received in such conversion) for the purposes of this clause (ii).
In the event and to the extent that the Net Cash Proceeds received by the
Company or any of its Restricted Subsidiaries from one or more Asset Sales
occurring after the Closing Date in any period of twelve consecutive months
exceed $5 million, then the Company shall or shall cause the relevant Restricted
Subsidiary to (1) within twelve months after the date Net Cash Proceeds so
received exceed such an amount (a) apply an amount equal to such excess Net Cash
Proceeds to permanently repay Indebtedness of the Company or any Restricted
Subsidiary or (b) invest an equal amount, or the amount not so applied pursuant
to clause (a) (or enter into a definitive agreement committing to so invest
within twelve months after the date of such agreement), in Telecommunications
Assets (or in a company engaged in a Telecommunications Business) and/or (2)
apply (no later than the end of the twelve month period referred to in clause
(1)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause
(1)) as provided in the following paragraph of this Section 4.11. The amount of
such excess Net Cash Proceeds required to be applied (or to be committed to be
applied) during such twelve month period as set forth in clause (1) of the
preceding sentence and not applied as so required by the end of such period
shall constitute "Excess Proceeds."

               If, as of the first day of any calendar month, the aggregate
amount of Excess Proceeds not theretofore subject to an Offer to Purchase
pursuant to this Section 4.11 equals or exceeds $5 million, the Company must
commence, not later than the fifteenth Business Day of such month, and
consummate an Offer to Purchase from the Holders on a pro rata basis with the
holders of any other Indebtedness of the Company ranking equally with the Notes
and entitled at the time to receive a comparable Offer to Purchase an aggregate
principal amount of Notes and such other Indebtedness equal to the Excess
Proceeds on such date, at a purchase price equal to 100% of the principal amount
of the Notes, plus, in each case accrued interest (if any) to the Payment Date.
Notwithstanding the foregoing, to the extent that any amount of Excess Proceeds
remains after completion of any such Offer to Purchase, the Company may use such
remaining amount for general corporate purposes and the amount of Excess
Proceeds shall be reset to zero.

        Section 4.12 Repurchase of Notes upon a Change of Control. The Company
shall commence within 30 days of the occurrence of a Change of Control and
consummate an Offer to



                                       42
<PAGE>   49
Purchase for all Notes then outstanding, at a purchase price equal to 101% of
the principal amount thereof, plus accrued interest to the Payment Date.

        Section 4.13 [Reserved]

        Section 4.14 Existence. Subject to Articles IV and V of this Indenture,
the Company will do or cause to be done all things necessary to preserve and
keep in full force and effect its existence and the existence of each of its
Restricted Subsidiaries in accordance with the respective organizational
documents of the Company and each such Subsidiary and the rights (whether
pursuant to charter, partnership certificate, agreement, statute or otherwise),
licenses and franchises of the Company and each such Subsidiary; provided that
the Company shall not be required to preserve any such right, license or
franchise, or the existence of any Restricted Subsidiary, if the maintenance or
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Restricted Subsidiaries taken as a whole; and provided
further that any Restricted Subsidiary may consolidate with, merge into, or
sell, convey, transfer, lease or otherwise dispose of all or part of its
property and assets to the Company or any Wholly Owned Restricted Subsidiary.

        Section 4.15 Payment of Taxes and Other Claims. The Company will pay or
discharge and shall cause each of its Subsidiaries to pay or discharge, or cause
to be paid or discharged, before the same shall become delinquent (i) all
material taxes, assessments and governmental charges levied or imposed upon (a)
the Company or any such Subsidiary, (b) the income or profits of any such
Subsidiary which is a corporation or (c) the property of the Company or any such
Subsidiary and (ii) all material lawful claims for labor, materials and supplies
that, if unpaid, might by law become a lien upon the property of the Company or
any such Subsidiary; provided that the Company shall not be required to pay or
discharge, or cause to be paid or discharged, any such tax, assessment, charge
or claim the amount, applicability or validity of which is being contested in
good faith by appropriate proceedings and for which adequate reserves have been
established.

        Section 4.16 Maintenance of Properties and Insurance. The Company will
cause all properties used or useful in the conduct of its business or the
business of any Restricted Subsidiary and material to the Company and its
Restricted Subsidiaries taken as a whole, to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
adequate for the level or stage of the Company's or any Restricted Subsidiary's
business and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided
that nothing in this Section 4.16 shall prevent the Company or any such
Restricted Subsidiary from discontinuing the use, operation or maintenance of
any of such properties or disposing of any of them, if such discontinuance or
disposal is, in the judgment of the Board of Directors or the board of directors
of such Restricted Subsidiary having managerial responsibility for any such
property, desirable in the conduct of the business of the Company or such
Restricted Subsidiary.



                                       43
<PAGE>   50
               The Company will provide or cause to be provided, for itself and
its Restricted Subsidiaries, insurance against loss or damage of the kinds
customarily insured against by corporations similarly situated and owning like
properties, including, but not limited to, products liability insurance and
public liability insurance, with reputable insurers or with the government of
the United States of America, or an agency or instrumentality thereof, in such
amounts, with such deductibles and by such methods as the Company in good faith
shall determine to be reasonable and appropriate in the circumstances.

        Section 4.17 Compliance Certificates. (a) The Company shall deliver to
the Trustee, within 90 days after the end of the last fiscal quarter of each
year, an Officers' Certificate stating whether or not the signers know of any
Default or Event of Default that occurred during such fiscal year. Such
certificate shall comply with the applicable provisions of the TIA. If any of
the signers of the Officers' Certificate have knowledge of such a Default or
Event of Default, the certificate shall describe any such Default or Event of
Default and its status. The first certificate to be delivered pursuant to this
Section 4.17(a) shall be for the first fiscal year ending after the execution of
this Indenture.

               (a) The Company shall deliver to the Trustee, within 90 days
after the end of the Company's fiscal year, a certificate signed by the
Company's independent certified public accountants stating (i) that their audit
examination has included a review of the terms of this Indenture and the Notes
as they relate to accounting matters, (ii) that they have read the most recent
Officers' Certificate delivered to the Trustee pursuant to paragraph (a) of this
Section 4.17 and (iii) whether, in connection with their audit examination,
anything came to their attention that caused them to believe that the Company
was not in compliance with any of the terms, covenants, provisions or conditions
of Article IV and Section 5.1 of this Indenture as they pertain to accounting
matters and, if any Default or Event of Default has come to their attention,
specifying the nature and period of existence thereof; provided that such
independent certified public accountants shall not be liable in respect of such
statement by reason of any failure to obtain knowledge of any such Default or
Event of Default that would not be disclosed in the course of an audit
examination conducted in accordance with generally accepted auditing standards
in effect at the date of such examination.

               (b) The Company shall, so long as any of the Notes are
outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware
of any Default or Event of Default, an Officers' Certificate specifying such
Default or Event of Default and which action the Company is taking or proposes
to take with respect thereto.

        Section 4.18 Commission Reports and Reports to Holders. The Company
shall file with the Commission the annual, quarterly and other reports and other
information required by Section 13(a) or 15(d) of the Exchange Act, regardless
of whether such sections of the Exchange Act are applicable to the Company. If
the Commission will not accept such filings, the Company shall mail or cause to
be mailed copies of such reports to Holders and the Trustee within 15 days after
the date it would have been required to file such reports with the Commission
had it been subject to such sections; provided, however, that the copies of such
reports mailed to Holders may omit exhibits, which the Company will supply to
any Holder at such Holder's request.



                                       44
<PAGE>   51
        Section 4.19 Waiver of Stay, Extension or Usury Laws. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury law or other law
that would prohibit or forgive the Company from paying all or any portion of the
principal of, premium or interest on the Notes as contemplated herein, wherever
enacted, now or at any time hereafter in force, or that may affect the covenants
or the performance of this Indenture; and (to the extent that it may lawfully do
so) the Company hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

        Section 4.20 Limitation on Mirror Indebtedness. The Company will not
forgive principal of or interest on Mirror Indebtedness, or reduce the interest
payable thereon, unless the remaining principal amount of Mirror Indebtedness
owed by Restricted Subsidiaries to the Company, plus cash and Temporary Cash
Investments held by the Company (not on a consolidated basis), equals or exceeds
the outstanding principal amount of the Notes. The Company shall not need to
maintain Mirror Indebtedness if the conditions requiring Mirror Indebtedness no
longer exist.

        Section 4.21 Limitation on Activities of the Special Subsidiary. The
Company shall not permit the Special Subsidiary to conduct any business or
operations other than the making of Temporary Cash Investments and investments
in Mirror Indebtedness of Restricted Subsidiaries, the holding of Temporary Cash
Investments, Mirror Indebtedness and cash and payment of dividends or
distributions to the Company. Without limiting the foregoing, the Company shall
not permit the Special Subsidiary to make any Investment (other than Temporary
Cash Investments and investments in Mirror Indebtedness of Restricted
Subsidiaries), make any Restricted Payment, Incur any Indebtedness, or issue any
Equity Interest or Capital Stock except to the Company. The Company shall not
sell any Equity Interest or Capital Stock of the Special Subsidiary or designate
the Special Subsidiary an Unrestricted Subsidiary.

                                    ARTICLE V

                              Successor Corporation

        Section 5.1 When Company May Merge, Etc. The Company shall not
consolidate with, merge with or into, or sell, convey, transfer, lease or
otherwise dispose of all or substantially all of its property and assets (as an
entirety or substantially an entirety in one transaction or a series of related
transactions) to, any Person or permit any Person to merge with or into the
Company unless: (i) the Company shall be the continuing Person or the Person (if
other than the Company) formed by such consolidation or into which the Company
is merged or that acquired or leased such property and assets of the Company
shall be a corporation organized and validly existing under the laws of the
United States of America or any jurisdiction thereof and shall expressly assume
by a supplemental indenture, executed and delivered to the Trustee, all of the
obligations of the Company on all of the Notes and under this Indenture; (ii)
immediately after giving effect to such transaction, no Default or Event of
Default shall have



                                       45
<PAGE>   52
occurred and be continuing; (iii) immediately after giving effect to such
transaction on a pro forma basis, either (A) the Consolidated Net Worth of the
Company or any entity or Person formed by or surviving any such consolidation or
merger, or to which such sale, assignment, transfer, lease, conveyance or other
disposition will have been made will be at least equal to the Consolidated Net
Worth of the Company before such transaction or (B) the Company would be able to
incur $1.00 of Indebtedness under the first paragraph of Section 4.3; and (iv)
the Company shall have furnished to the Trustee an Officers' Certificate and an
Opinion of Counsel, each to the effect that such and the supplemental indenture
(if any) comply with this Section 5.1.

                                   ARTICLE VI

                              Default and Remedies

        Section 6.1 Events of Default. An "Event of Default" shall occur with
respect to the Notes if:

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

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

               (c) defaults in the performance or breach of the provisions of
Article V hereof or the failure to make or consummate an Offer to Purchase in
accordance with Section 4.11 or Section 4.12;

               (d) defaults in the performance of or breaches of any covenant or
agreement of the Company in this Indenture or under the Notes (other than a
default specified in clause (a), (b) or (c) of this Section 6.1) and such
default or breach continues for a period of 30 consecutive days after written
notice to the Company by the Trustee or to the Company and the Trustee by the
Holders of 25% or more in aggregate principal amount of the Notes;

               (e) there occurs with respect to any issue or issues of
Indebtedness of the Company or any Significant Subsidiary having an outstanding
principal amount greater than $10 million in the aggregate for all such issues
of all such Persons, whether such Indebtedness now exists or shall hereafter be
created, (A) an event of default that has caused the holder thereof to declare
such Indebtedness to be due and payable prior to its Stated Maturity and/or (B)
the failure to make a principal payment and such defaulted payment shall not
have been made, waived or extended within 30 days of such payment default;

               (f) any final judgment or order (not covered by insurance or
indemnification by a Person other than the Company or a Restricted Subsidiary,
which indemnity party is solvent and has acknowledged responsibility) (treating
any deductibles, self-insurance or retention as not so covered) for the payment
of money greater than $10 million in the aggregate for all such final judgments
or orders shall be rendered against the Company or any Significant Subsidiary
and



                                       46
<PAGE>   53
shall not be paid or discharged or bonded over, and there shall be any period of
30 consecutive days following entry of the final judgment or order that causes
the aggregate amount for all such final judgments or orders outstanding and not
paid or discharged or bonded over to exceed $10 million during which a stay of
enforcement of such final judgment or order by reason of a pending appeal or
otherwise shall not be in effect;

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

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

        Section 6.2 Acceleration. If an Event of Default (other than an Event of
Default specified in clause (g) or (h) of Section 6.1 that occurs with respect
to the Company) occurs and is continuing under this Indenture, the Trustee or
the Holders of at least 25% in aggregate principal amount of the Notes then
outstanding by written notice to the Company (and to the Trustee if such notice
is given by the Holders), may, and the Trustee at the request of such Holders
shall, declare the principal amount of, premium and accrued interest on the
Notes to be immediately due and payable. Upon a declaration of acceleration,
such principal amount of, premium and accrued interest shall be immediately due
and payable. In the event of a declaration of acceleration because an Event of
Default set forth in clause (e) of Section 6.1 has occurred and is continuing,
such declaration of acceleration shall be automatically rescinded and annulled
if the event of default triggering such Event of Default pursuant to clause (e)
shall be remedied or cured by the Company or the relevant Significant Subsidiary
or waived by the holders of the relevant Indebtedness within 60 days after the
declaration of acceleration with respect thereto. If an Event of Default
specified in clause (g) or (h) of this Section 6.2 occurs with respect to the
Company, the principal amount of, premium and accrued interest on the Notes then
outstanding shall ipso facto become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Holder.

               At any time after such a declaration of acceleration, but before
a judgment or decree for the payment of the money due has been obtained by the
Trustee, the Holders of at least a majority in principal amount of the
outstanding Notes, by written notice to the Company and to the Trustee may waive
all past Defaults and rescind and annul such declaration of



                                       47
<PAGE>   54
acceleration and its consequences if (i) all existing Events of Default, other
than the nonpayment of the principal amount of, premium and interest on the
Notes that have become due solely by such declaration of acceleration have been
cured or waived and (ii) the rescission would not conflict with any judgment or
decree of a court of competent jurisdiction.

        Section 6.3 Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy by proceeding at law or
in equity to collect the payment of principal of, premium or interest on the
Notes or to enforce the performance of any provision of the Notes or this
Indenture.

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

        Section 6.4 Waiver of Past Defaults. Subject to Section 6.2, 6.7 and
9.2, the Holders of at least a majority in aggregate principal amount of the
outstanding Notes, by notice to the Trustee, may waive an existing Default or
Event of Default and its consequences, except a Default in the payment of
principal of, premium or interest on any Note as specified in clause (a) or (b)
of Section 6.1 (including in connection with an Offer to Purchase) or in respect
of a covenant or provision of this Indenture which cannot be modified or amended
without the consent of the Holder of each outstanding Note affected. Upon any
such waiver, such Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or
Event of Default or impair any right consequent thereto.

        Section 6.5 Control by Majority. The Holders of at least a majority in
aggregate principal amount of the outstanding Notes, by notice to the Trustee,
may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee; provided that the Trustee may refuse to follow any
direction that conflicts with law or this Indenture, that may involve the
Trustee in personal liability, or that the Trustee determines in good faith may
be unduly prejudicial to the rights of Holders not joining in the giving of such
direction; and provided further that the Trustee may take any other action it
deems proper that is not inconsistent with any directions received from Holders
of Notes pursuant to this Section 6.5.

        Section 6.6 Limitation on Suits. A Holder may not institute any
proceedings, judicial or otherwise, with respect to this Indenture or the Notes,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless:

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

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



                                       48
<PAGE>   55
                      (iii) such Holder or Holders have offered the Trustee
indemnity reasonably satisfactory to the Trustee against any costs, liabilities
or expenses to be incurred in compliance with such request;

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

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

        Section 6.7 Rights of Holders to Receive Payment. Notwithstanding any
other provision of this Indenture, the right of any Holder of a Note to receive
payment of the principal of, premium or interest on such Holder's Note on or
after the respective due dates expressed on such Note (including in a notice
with respect to an Offer to Purchase), 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 6.8 Collection Suit by Trustee. If an Event of Default in
payment of principal, premium or interest specified in clause (a) or (b) of
Section 6.1 occurs and is continuing, the Trustee may recover judgment in its
own name and as trustee of an express trust against the Company or any other
obligor of the Notes for the whole amount of principal, premium and accrued
interest remaining unpaid, together with interest on overdue principal, premium
and, to the extent that payment of such interest is lawful, interest on overdue
installments of interest, in each case at the rate specified in the Notes, and
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel and all other amounts due to the
Trustee pursuant to Section 7.6 hereof.

        Section 6.9 Trustee May File Proofs of Claim. The Trustee may file such
proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 7.6)
and the Holders allowed in any judicial proceedings relative to the Company (or
any other obligor of the Notes), its creditors or its property and shall be
entitled and empowered to collect and receive any monies, securities or other
property payable or deliverable upon conversion or exchange of the Notes or upon
any such claims and to distribute the same, and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agent and counsel, and any other amounts due the
Trustee under Section 7.6. Nothing herein contained shall be deemed to empower
the Trustee to authorize or consent to, or accept or adopt on behalf of any
Holder, any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights



                                       49
<PAGE>   56
of any Holder thereof, or to authorize the Trustee to vote in respect of the
claim of any Holder in any such proceeding.

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

                      First: to the Trustee for amounts due under Section 7.6,
               including payment of all compensation, expense and liabilities
               incurred, and all advances made, by the Trustee and the
               reasonable costs and expenses of collection;

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

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

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

        Section 6.11 Undertaking for Costs. In any suit for the enforcement of
any right or remedy under this Indenture or in any suit against the Trustee for
any action taken or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys' fees, against any party litigant in the
suit having due regard to the merits and good faith of the claims or defenses
made by the party litigant. This Section 6.11 does not apply to a suit by the
Trustee, a suit by a Holder pursuant to Section 6.7 of this Indenture, or a suit
by Holders of more than 10% in principal amount of the outstanding Notes.

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

        Section 6.13 Rights and Remedies Cumulative. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or wrongfully taken Notes in Section 2.6, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The



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<PAGE>   57
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.

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

                                   ARTICLE VII

                                     Trustee

        Section 7.1 Rights of Trustee. (a) Except during the continuance of an
Event of Default,

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

                      (ii) in the absence of bad faith on its part, the Trustee
may conclusively rely, as to the truth and correctness of the statements and
certificates or opinions furnished to it and conforming to the requirements of
this Indenture; but in the case of any such certificates or opinions which by
any provision hereof are specifically required to be furnished to the Trustee,
the Trustee shall be under a duty to examine the same to determine whether or
not they conform to the requirements of this Indenture.

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

               (c) No provision of this Indenture shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:

                      (i) this Subsection shall not be construed to limit the
effect of Subsection (a) of this Section;

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

                      (iii) the Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of a




                                       51
<PAGE>   58

majority in aggregate principal amount of the outstanding Notes, relating to the
time, method and place of conducting any proceeding for exercising any remedy
available to the Trustee, or exercising any trust or power conferred upon the
Trustee, under this Indenture with respect to the Notes.

               (d) Subject to TIA Sections 315(a) through (d):

                      (i) the Trustee may rely upon 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;

                      (ii) before the Trustee acts or refrains from acting, it
may require an Officers' Certificate or an Opinion of Counsel, which shall
conform to Section 10.4. The Trustee shall not be liable for any action it takes
or omits to take in good faith in reliance on such certificate or opinion;

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

                      (iv) 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 that the Trustee's conduct does not constitute
negligence or bad faith;

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

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

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

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



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<PAGE>   59
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;

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

                      (x) the Trustee may conclusively rely as to the identity
and addresses of Holders and other matters contained therein on the Security
Register maintained by the Registrar pursuant to Section 2.3 hereof and shall
not be affected by notice to the contrary; and

                      (xi) unless otherwise specifically provided in this
Indenture, any demand, request, direction or notice from the Company shall be
sufficient if signed by an Officer of the Company.

        Section 7.2 Individual Rights of Trustee. The Trustee, in its individual
or any other capacity, may become the owner or pledgee of Notes and may
otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not the Trustee. Any Agent may do the same with like rights.
However, the Trustee is subject to TIA Sections 310(b) and 311.

        Section 7.3 Trustee's Disclaimer. The Trustee (i) shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Notes, (ii) shall not be accountable for the Company's use
of the proceeds from the Notes, (iii) shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee,
and (iv) shall not be responsible for any statement in this Indenture, including
the recitals contained herein, or in any document issued in connection with the
sale of the Notes or in the Notes other than its certificate of authentication.

        Section 7.4 Notice of Default. If any Default or any Event of Default
occurs and is continuing and if such Default or Event of Default is known to the
Trustee, the Trustee shall mail to each Holder in the manner and to the extent
provided in TIA Section 313(c) notice of the Default or Event of Default within
90 days after it occurs, unless such Default or Event of Default has been cured
or waived; provided, however, that, except in the case of a default in the
payment of the principal of, premium or interest on any Note, the Trustee shall
be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors and/or
Responsible Officers of the Trustee in good faith determine that the withholding
of such notice is in the interest of the Holders.

               The Trustee shall not be deemed to have knowledge of any Default
or Event of Default except (i) a default described in Section 6.1(a) or (b) so
long as the Trustee is the Paying Agent or (ii) any Default or Event of Default
of which the Trustee shall have received written notification or a Responsible
Officer shall have obtained actual knowledge.



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<PAGE>   60
        Section 7.5 Reports by Trustee to Holders. Within 60 days after each
June 30, beginning with June 30, 2000, the Trustee shall mail to each Holder as
provided in TIA Section 313(c) a brief report dated as of such June 30, if
required by TIA Section 313(a).

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

        Section 7.6 Compensation and Indemnity. The Company shall pay to the
Trustee such compensation as shall be agreed upon in writing for its services
hereunder. The compensation of the Trustee shall not be limited by any law on
compensation of a trustee of an express trust. The Company shall reimburse the
Trustee promptly upon request for all reasonable disbursements, expenses and
advances incurred or made by it in addition to compensation for its services.
Such expenses shall include the reasonable compensation, disbursements and
expenses of the Trustee's agents and counsel.

               The Company shall indemnify the Trustee for, and hold it harmless
against, any loss or liability or expense (including, without limitation,
reasonable attorneys' fees) incurred by it without negligence or bad faith on
its part in connection with the acceptance or administration of this Indenture
and its duties under this Indenture and the Notes, including the costs and
expenses of defending itself against any claim or liability and of complying
with any process served upon it or any of its officers in connection with the
exercise or performance of any of its powers or duties under this Indenture and
the Notes. The Trustee shall notify the Company promptly of any claim asserted
against the Trustee for which it may seek indemnity. The Company shall defend
the claim and the Trustee shall cooperate in the defense. The Trustee may have
separate counsel and the Company shall pay reasonable fees and expenses of such
counsel. The Company need not pay for any settlements made without its consent;
provided that such consent shall not be unreasonably withheld. The Company need
not reimburse any expense or indemnity against any loss or liability incurred by
the Trustee through negligence or bad faith.

               The Trustee shall have a lien prior to the Notes on all money or
property held or collected by the Trustee, in its capacity as Trustee, for any
amount owing it pursuant to this Section 7.6, except money or property held in
trust to pay principal of, premium and interest on particular Notes.

               If the Trustee incurs expenses or renders services after the
occurrence of an Event of Default specified in clause (g) or (h) of Section 6.1,
the expenses and the compensation for the services (including the reasonable
fees and expenses of its agents and counsel) will be intended to constitute
expenses of administration under Title 11 of the United States Bankruptcy Code
or any applicable federal or state law for the relief of debtors.

               To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under this Section 7.6 out of the estate in
any such proceeding, shall be denied for



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<PAGE>   61
any reason, other than solely because of the misconduct of the Trustee or its
Agents, payment of the same shall be secured by a Lien on, and shall be paid out
of, any and all distributions, dividends, money, securities and other properties
that the Holders may be entitled to receive in such proceeding whether in
liquidation or under any plan of reorganization or arrangement or otherwise.

               The provisions of this Section 7.6 shall survive the resignation
or removal of the Trustee and the termination of this Indenture.

               The Trustee shall comply with the provisions of TIA Section
313(b)(2) to the extent applicable.

        Section 7.7 Replacement of Trustee. A resignation or removal of the
Trustee and appointment of a successor Trustee shall become effective only upon
the successor Trustee's acceptance of appointment as provided in this Section
7.7.

               The Trustee may resign by so notifying the Company in writing at
least 30 days prior to the date of the proposed resignation. The Holders of a
majority in aggregate principal amount of the outstanding Notes may remove the
Trustee by so notifying the Trustee in writing and may appoint a successor
Trustee with the consent of the Company. The Company may remove the Trustee if:

                      (i) the Trustee fails to comply with Section 7.9;

                      (ii) the Trustee is adjudged a bankrupt or an insolvent;

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

                      (iv) the Trustee becomes incapable of acting.

               If the Trustee resigns or is removed, or if a vacancy exists in
the office of the Trustee for any reason, the Company shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the
Holders of a majority in aggregate principal amount of the outstanding Notes may
appoint a successor Trustee to replace the successor Trustee appointed by the
Company. If the successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of a majority in aggregate principal amount of the outstanding Notes may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

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



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<PAGE>   62
of the Trustee under this Indenture. A successor Trustee shall mail notice of
its succession to each Holder.

               If the Trustee fails to comply with Section 7.9, any Holder who
satisfies the requirements of TIA Section 310(b) may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect provided in this Section.

               Notwithstanding replacement of the Trustee pursuant to this
Section 7.7, the Company's obligation under Section 7.6 shall continue for the
benefit of the retiring Trustee.

        Section 7.8 Successor Trustee by Merger, Etc. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all of its corporate trust business to, another corporation or national banking
association, the resulting, surviving or transferee corporation or national
banking association without any further act shall be the successor Trustee with
the same effect as if the successor Trustee had been named as the Trustee
herein.

        Section 7.9 Eligibility. Any Trustee serving hereunder shall be a bank
or trust company, within or without the state, which is authorized by law to
perform all of the duties imposed upon it hereby and which either (i) has a
reported capital and surplus aggregating at least $25,000,000 or (ii) is a
Wholly Owned Subsidiary of a bank, a trust company or a bank holding company
having a reported capital and surplus aggregating at least $25,000,000, and
shall at all times satisfy the requirements of TIA Section 310(a)(1).

        Section 7.10 Money Held in Trust. The Trustee shall not be liable for
interest on any money received by it except as the Trustee may agree with the
Company. Money held in trust by the Trustee need not be segregated from other
funds except to the extent required by law and except for money held in trust
under Article VIII of this Indenture.

                                  ARTICLE VIII

                             Discharge of Indenture

        Section 8.1 Termination of Company's Obligations. Except as otherwise
provided in this Section 8.1, the Company may terminate its obligations under
the Notes and this Indenture if:

                      (i) all Notes previously authenticated and delivered
(other than destroyed, lost or stolen Notes that have been replaced) have been
delivered to the Trustee for cancellation and the Company has paid all sums
payable by it hereunder; or

                      (ii) (A) the Notes have become due and payable, mature
within one year or all of them are to be called for redemption within one year
under arrangements satisfactory to the Trustee for giving the notice of
redemption, (B) the Company irrevocably deposits in trust with the Trustee
during such one-year period, under the terms of an irrevocable



                                       56
<PAGE>   63
trust agreement in form and substance satisfactory to the Trustee, as trust
funds solely for the benefit of the Holders for that purpose, money or U.S.
Government Obligations sufficient (in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee), without consideration of any reinvestment of
any interest thereon, to pay principal, premium and interest on the Notes to
maturity or redemption, as the case may be, and to pay all other sums payable by
it hereunder, (C) no Default or Event of Default with respect to the Notes shall
have occurred and be continuing on the date of such deposit, (D) such deposit
will not result in a breach or violation of, or constitute a default under, this
Indenture or any other agreement or instrument to which the Company is a party
or by which it is bound and (E) the Company has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, in each case stating that all
conditions precedent provided for herein relating to the satisfaction and
discharge of this Indenture have been complied with.

               With respect to the foregoing clause (i), the Company's
obligations under Section 7.6 shall survive. With respect to the foregoing
clause (ii), the Company's obligations in Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7,
2.12, 4.1, 4.2, 7.6, 7.7, 8.4, 8.5 and 8.6 shall survive until the Notes are no
longer outstanding. Thereafter, only the Company's obligations in Sections 7.6,
8.4, 8.5 and 8.6 shall survive. After any such irrevocable deposit, the Trustee
upon request shall acknowledge in writing the discharge of the Company's
obligations under the Notes and this Indenture except for those surviving
obligations specified in this Section 8.1.

        Section 8.2 Defeasance and Discharge of Indenture. The Company will be
deemed to have paid and will be discharged from any and all obligations in
respect of the Notes on the 123rd day after the date of the deposit referred to
in clause (A) of this Section 8.2, and the provisions of this Indenture will no
longer be in effect with respect to the Notes, and the Trustee, at the expense
of the Company, shall execute proper instruments acknowledging the same, except
as to (i) rights of registration of transfer and exchange, (ii) substitution of
apparently mutilated, defaced, destroyed, lost or stolen Securities, (iii) the
Company's obligations under Section 4.2, (iv) the rights, obligations and
immunities of the Trustee hereunder and (v) the rights of the Holders as
beneficiaries of this Indenture with respect to the property so deposited with
the Trustee payable to all or any of them, provided that the following
conditions shall have been satisfied:

                             (A) the Company has deposited with the Trustee,
in trust, money and/or U.S. Government Obligations that through the payment of
interest and principal in respect thereof in accordance with their terms will
provide, not later than one day before the due date of any payment referred to
in this clause (A), money in an amount sufficient in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee to pay the principal of, premium
and accrued interest on the Notes on the Stated Maturity of such payments in
accordance with the terms of this Indenture and the Notes and shall have
irrevocably instructed the Trustee to apply such money to the payment of such
principal, premium and interest;



                                       57
<PAGE>   64
                             (B) the Company has delivered to the Trustee
(i) either (x) an Opinion of Counsel to the effect that Holders will not
recognize income, gain or loss for federal income tax purposes as a result of
the Company's exercise of its option under this Section 8.2 and will be subject
to federal income tax on the same amount and in the same manner and at the same
times as would have been the case if such deposit, defeasance and discharge had
not occurred, which Opinion of Counsel must be based upon (and accompanied by a
copy of) a ruling of the Internal Revenue Service to the same effect unless
there has been a change in applicable federal income tax law after the date
hereof such that a ruling is no longer required or (y) a ruling directed to the
Trustee received from the Internal Revenue Service to the same effect as the
aforementioned Opinion of Counsel and (ii) an Opinion of Counsel to the effect
that the creation of the defeasance trust does not violate the Investment
Company Act of 1940 and after the passage of 123 days following the deposit, the
trust fund will not be subject to the effect of Section 547 of the United States
Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case
commenced by or against the Company under either such statute;

                             (C) immediately after giving effect to such
deposit on a pro forma basis no Event of Default, or event that after the giving
of notice or lapse of time or both would become an Event of Default, shall have
occurred and be continuing on the date of such deposit or during the period
ending on the 123rd day after the date of such deposit, and such deposit shall
not result in a breach or violation of, or constitute a default under, any other
agreement or instrument to which the Company or any of its Subsidiaries is a
party or by which the Company or any of its Subsidiaries is bound;

                             (D) if at such time the Notes are listed on a
national securities exchange, the Company has delivered to the Trustee an
Opinion of Counsel to the effect that the Notes will not be delisted as a result
of such deposit, defeasance and discharge; and

                             (E) the Company has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, in each case stating that all
conditions precedent provided for herein relating to the defeasance contemplated
by this Section 8.2 have been complied with.

        Section 8.3 Defeasance of Certain Obligations. The Company may omit to
comply with any term, provision or condition set forth in clause (iii) of
Section 5.1 and Sections 4.3 through 4.17, in each case with respect to the
outstanding Notes if:

                      (i) the Company has deposited with the Trustee, in trust,
money and/or U.S. Government Obligations that through the payment of interest
and principal in respect thereof in accordance with their terms will provide,
not later than one day before the due date of any payment referred to in this
clause (i), money in an amount sufficient in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee to pay the principal of, premium
and accrued interest on the



                                       58
<PAGE>   65
Notes on the Stated Maturity of such payments in accordance with the terms of
this Indenture and the Notes and shall have irrevocably instructed the Trustee
to apply such money to the payment of such principal, premium and interest;

                      (ii) immediately after giving effect to such deposit on a
pro forma basis no Event of Default, or event that after the giving of notice or
lapse of time or both would become an Event of Default, shall have occurred and
be continuing on the date of such deposit or during the period ending on the
123rd day after the date of such deposit, and such deposit shall not result in a
breach or violation of, or constitute a default under, any other agreement or
instrument to which the Company or any of its Subsidiaries is a party or by
which the Company or any of its Subsidiaries is bound;

                      (iii) the Company has delivered to the Trustee an Opinion
of Counsel to the effect that (A) the creation of the defeasance trust does not
violate the Investment Company Act of 1940, (B) the Holders will not recognize
income, gain or loss for federal income tax purposes as a result of such deposit
and defeasance of certain obligations and will be subject to federal income tax
on the same amount and in the same manner and at the same times as would have
been the case if such deposit and defeasance had not occurred and (C) after the
passage of 123 days following the deposit, the trust funds will not be subject
to the effect of Section 547 of the United States Bankruptcy Code or Section 15
of the New York Debtor and Creditor Law in a case commenced by or against the
Company under either such statute;

                      (iv) at such times the Notes are listed on a national
securities exchange, the Company has delivered to the Trustee an Opinion of
Counsel to the effect that the Notes will not be delisted as a result of such
deposit, defeasance and discharge; and

                      (v) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, in each case stating that all conditions
precedent provided for herein relating to the defeasance contemplated by this
Section 8.3 have been complied with.

        Section 8.4 Application of Trust Money. Subject to Sections 8.5 and 8.6,
the Trustee or Paying Agent shall hold in trust money or U.S. Government
Obligations deposited with it pursuant to Section 8.1, 8.2 or 8.3, as the case
may be, and shall apply the deposited money and the money from U.S. Government
Obligations in accordance with the Notes and this Indenture to the payment of
principal of, premium and interest on the Notes; but such money need not be
segregated from other funds except to the extent required by law.

        Section 8.5 Repayment to Company. Subject to Sections 7.6, 8.1, 8.2 and
8.3, the Trustee and the Paying Agent shall promptly pay to the Company upon
request set forth in an Officers' Certificate any excess money held by them at
any time and thereupon shall be relieved from all liability with respect to such
money. The Trustee and the Paying Agent shall pay to the Company upon written
request any money held by them for the payment of principal, premium or interest
that remains unclaimed for two years; provided that the Trustee or such Paying
Agent before being required to make any payment may cause to be published at the
expense of the Company once in a newspaper of general circulation in the City of
New York or mail to each



                                       59
<PAGE>   66
Holder entitled to such money at such Holder's address (as set forth in the
Security Register) notice that such money remains unclaimed and that after a
date specified therein (which shall be at least 30 days from the date of such
publication or mailing) any unclaimed balance of such money then remaining will
be repaid to the Company. After payment to the Company, Holders entitled to such
money must look to the Company for payment as general creditors unless an
applicable law designates another Person, and all liability of the Trustee and
such Paying Agent with respect to such money shall cease.

        Section 8.6 Reinstatement. If the Trustee or Paying Agent is unable to
apply any money or U.S. Government Obligations in accordance with Section 8.1,
8.2 or 8.3, as the case may be, by reason of any legal proceeding or by reason
of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Company's obligations
under this Indenture and the Notes shall be revived and reinstated as though no
deposit had occurred pursuant to Section 8.1, 8.2 or 8.3, as the case may be,
until such time as the Trustee or Paying Agent is permitted to apply all such
money or U.S. Government Obligations in accordance with Section 8.1, 8.2 or 8.3,
as the case may be; provided that, if the Company has made any payment of
principal of, premium or interest on any Notes because of the reinstatement of
its obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money or U.S. Government Obligations
held by the Trustee or Paying Agent.

                                   ARTICLE IX

                       Amendments, Supplements and Waivers

        Section 9.1 Without Consent of Holders. The Company, when authorized by
a Board Resolution of its Board of Directors, and the Trustee may amend or
supplement this Indenture or the Notes without notice to or the consent of any
Holder:

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

               (2) to comply with Article V;

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

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

               (5) to provide for uncertificated Notes in addition to or in
place of certificated Notes;

               (6) to add one or more Subsidiary guarantees on the terms
required by this Indenture; or

               (7) to make any change that does not adversely affect the rights
of any Holder.



                                       60
<PAGE>   67
        Section 9.2 With Consent of Holders. Subject to Sections 6.4 and 6.7 and
without prior notice to the Holders, the Company, when authorized by its Board
of Directors (as evidenced by a Board Resolution), and the Trustee may amend
this Indenture and the Notes with the written consent of the Holders of not less
than a majority of the aggregate principal amount of the Notes then outstanding,
and the Holders of not less than a majority of the aggregate principal amount of
the Notes then outstanding by written notice to the Trustee may waive future
compliance by the Company with any provision of this Indenture or the Notes.

               Notwithstanding the provisions of this Section 9.2, without the
consent of each Holder affected, an amendment of waiver, including a waiver
pursuant to Section 6.4, may not:

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

                      (ii) reduce the principal amount or premium or interest
on, any Note;

                      (iii) change the place or currency of payment of principal
of, or premium or interest on, any Note;

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

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

                      (vi) waive a default in the payment of principal of,
premium or interest on the Notes;

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

                      (viii) modify any of the provisions of this Section 9.2,
except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent of
the Holder of each outstanding Note affected thereby.

               It shall not be necessary for the consent of the Holders under
this Section 9.2 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

               After an amendment, supplement or waiver under this Section 9.2
becomes effective, the Company shall mail to the Holders affected thereby a
notice briefly describing the amendment, supplement or waiver. The Company will
mail supplemental indentures to Holders upon request. Any failure of the Company
to mail such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such supplemental indenture or waiver.



                                       61
<PAGE>   68
        Section 9.3 Revocation and Effect of Consent. Until an amendment or
waiver becomes effective, a consent to it by a Holder is an continuing consent
by the Holder and every subsequent Holder of a Note or portion of a Note that
evidences the same debt as the Note of the consenting Holder, even if notation
of the consent is not made on any Note. However, any such Holder or subsequent
Holder may revoke the consent as to its Note or portion of its Note. Such
revocation shall be effective only if the Trustee receives the notice of
revocation before the date the amendment, supplement or waiver becomes
effective. An amendment, supplement or waiver shall become effective on receipt
by the Trustee of written consents from the Holders of the requisite percentage
of aggregate principal amount of the outstanding Notes.

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

               After an amendment, supplement or waiver becomes effective, it
shall bind every Holder unless it is of the type described in any of clauses (i)
through (vi) of Section 9.2. In case of an amendment or waiver of the type
described in clauses (i) through (vi) of Section 9.2, the amendment or waiver
shall bind each Holder who has consented to it and every subsequent Holder of a
Note that evidences the same indebtedness as the Note of the consenting Holder.

        Section 9.4 Notation on or Exchange of Notes. If an amendment,
supplement or waiver changes the terms of a Note, the Trustee may require the
Holder to deliver it to the Trustee. The Trustee may place an appropriate
notation on the Note about the changed terms and return it to the Holder and the
Trustee may place an appropriate notation on any Note thereafter authenticated.
Alternatively, if the Company or the Trustee so determines, the Company in
exchange for the Note shall issue and the Trustee shall authenticate a new Note
that reflects the changed terms. Failure to make the appropriate notation or
issue a new Note shall not affect the validity and effect of such amendment,
supplement or waiver.

        Section 9.5 Trustee to Sign Amendments, Etc. The Trustee shall be
entitled to receive, and shall be fully protected in relying upon, in addition
to the documents required by Section 10.3 hereof, an Opinion of Counsel stating
that the execution of any amendment, supplement or waiver authorized pursuant to
this Article IX is authorized or permitted by this Indenture. Subject to the
preceding sentence, the Trustee shall sign such amendment, supplement or waiver
if the same does not adversely affect the rights of the Trustee. The Trustee
may, but shall not be obligated to, execute any such amendment, supplement or
waiver that affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.



                                       62
<PAGE>   69
        Section 9.6 Conformity with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article IX shall conform to the requirements
of the TIA as then in effect.

                                    ARTICLE X

                                  Miscellaneous

        Section 10.1 Trust Indenture Act. This Indenture is subject to the
provisions of the TIA that are required to be a part of this Indenture and
shall, to the extent applicable, be governed by such provisions.

        Section 10.2 Notices. Any notice or communication shall be sufficiently
given if in writing and delivered in person or mailed by first class mail
(registered or certified, return receipt requested), telex, telecopier or
overnight air courier guaranteeing next day delivery addressed as follows:

               if to the Company:

                      VoiceStream Wireless Corporation
                      3650 131st Avenue S.E.
                      Bellevue, Washington 98006
                      Fax:  (425) 586-8080
                      Attn:  Alan R. Bender, Esq.

                with (in the case of any notice under Article VI) a copy to:
                (which shall not constitute notice)

                      Friedman Kaplan & Seiler LLP
                      875 Third Avenue
                      New York, NY  10022
                      Fax:  (212) 355-6401
                      Attention:  D. Roger Glenn, Esq.

               if to the Trustee:

                      HSBC Bank USA
                      140 Broadway, 12th Floor
                      New York, NY 10005
                      Fax:  (212) 658-6425
                      Attention:  Corporate Trust Administration

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

               All notices and communications (other than those sent to Holders)
shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; five



                                       63
<PAGE>   70
Business Days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt acknowledged, if telecopied; and
the next Business Day after timely delivery to the courier, if sent by overnight
air courier guaranteeing next day delivery.

               Any notice or communication to a Holder shall be mailed by first
class mail (certified or registered, return receipt requested) to its address
shown on the register kept by the Registrar and shall be sufficiently given to
such Holder if so mailed or delivered within the time presented. Any notice or
communication shall also be so mailed to any Person described in TIA Section
313(c), to the extent required by the TIA.

               Failure to mail a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other Holders.
Except for a notice to the Trustee, which is deemed given only when received,
and except as otherwise provided in this Indenture, if a notice or communication
is mailed in the manner provided in this Section 10.2, it is duly given, whether
or not the addressee receives it.

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

        Section 10.3 Certificate and Opinion as to Conditions Precedent. Upon
any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:

                      (i) an Officers' Certificate 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

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

        Section 10.4 Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:

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

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

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



                                       64
<PAGE>   71
                      (iv) a statement as to whether or not, in the opinion of
such person, such condition or covenant has been complied with, and such other
opinions as the Trustee may reasonably request; provided, however, that, with
respect to matters of fact, an Opinion of Counsel may rely on an Officers'
Certificate or certificates of public officials.

        Section 10.5 Acts of Holders. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by an agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required, to the
Company. Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Indenture and
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section.

               (a) The ownership of Notes shall be proved by the Security
Register.

               (b) Any request, demand, authorization, direction, notice,
consent, waiver or other action by the Holder of any Note shall bind every
future Holder of the same Note or the Holder of every Note issued upon the
transfer thereof or in exchange therefor or in lieu thereof, in respect of
anything done, suffered or omitted to be done by the Trustee, any Paying Agent
or the Company in reliance thereon, whether or not notation of such action is
made upon such Note.

        Section 10.6 Rules by Trustee, Paying Agent or Registrar. The Trustee
may make reasonable rules for action by or at a meeting of Holders. The Paying
Agent or Registrar may make reasonable rules for is functions.

        Section 10.7 Payment Date Other Than a Business Day. If an Interest
Payment Date, Redemption Date, Payment Date for an Offer to Purchase, Stated
Maturity or date of maturity of any Note shall not be a Business Day at any
place of payment, then payment of principal of, premium or interest on such
Note, as the case may be, need not be made on such date, but may be made on the
next succeeding Business Day at such place of payment with the same force and
effect as if made on the Interest Payment Date, Payment Date for an Offer to
Purchase, or Redemption Date, or at the Stated Maturity or date of maturity of
such Note; provided that no interest shall accrue for the period from and after
such Interest Payment Date, Payment Date for an Offer to Purchase, Redemption
Date, Stated Maturity or date of maturity, as the case may be.

        Section 10.8 Governing Law. This Indenture and the Notes shall be
governed by the laws of the State of New York. The Trustee, the Company and the
Holders agree to submit to the jurisdiction of the courts of the State of New
York in any action or proceeding arising out of or relating to this Indenture or
the Notes.

        Section 10.9 No Adverse Interpretation of Other Agreements. This
Indenture may not be used to interpret another indenture, loan or debt agreement
of the Company or any Subsidiary of the Company. Any such indenture, loan or
debt agreement may not be used to interpret this Indenture.



                                       65
<PAGE>   72
        Section 10.10 No Recourse Against Others. No recourse for the payment of
the principal of, premium or interest on any of the Notes, or for any claim
based thereon or otherwise in respect thereof, and no recourse under or upon any
obligation, covenant or agreement of the Company contained in this Indenture, or
in any of the Notes, or because of the creation of any Indebtedness represented
thereby, shall be had against any incorporator or against any past, present or
future partner, shareholder, other equityholder, officer, director, employee or
controlling person, as such, of the Company or of any successor Person, either
directly or through the Company or any successor Person, whether by virtue of
any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that all such
liability is hereby expressly waived and released as a condition of, and a
consideration for, the execution of this Indenture and the issue of the Notes.

        Section 10.11 Successors. All agreements of the Company in this
Indenture and the Notes shall bind its successors. All agreements of the Trustee
in this Indenture shall bind its successor.

        Section 10.12 Duplicate Originals. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

        Section 10.13 Separability. In case any provision in this Indenture or
in the Notes shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

        Section 10.14 Table of Contents, Headings, Etc. The Table of Contents,
Cross Reference Table and headings of the Article and Sections of this Indenture
have been inserted for convenience of reference only, are not to be considered a
part hereof and shall in no way modify or restrict any of the terms and
provisions hereof.



                                       66
<PAGE>   73
                                   SIGNATURES

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

                                            VOICESTREAM WIRELESS CORPORATION
                                              as Issuer


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


                                            HSBC BANK USA,
                                              as Trustee


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


                                       67
<PAGE>   74
                                                               Title:  EXHIBIT A


                                    [FACE OF NOTE]

        THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
        GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
        BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER
        ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS
        HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.6 OF THE INDENTURE, (II)
        THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO
        SECTION 2.6 OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO
        THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.10 OF THE INDENTURE
        AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY
        WITH THE PRIOR WRITTEN CONSENT OF OMNIPOINT CORPORATION.

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


<PAGE>   75
                        VOICESTREAM WIRELESS CORPORATION

                          11 1/2% SENIOR NOTES DUE 2009

                                                                    CUSIP ______

                                                                    $___________


               VOICESTREAM WIRELESS CORPORATION, a Delaware corporation (the
"Company", which term includes any successor under the Indenture hereinafter
referred to), for value received, promises to pay to ________, or its registered
assigns, the principal sum of ________________ Dollars ($______) on September
15, 2009.

               Interest Payment Dates:  March 15 and September 15, commencing
March 15, 2000.

               Regular Record Dates:  March 1 and September 1.

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



                                      A-2
<PAGE>   76
               IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officers.



Date:                                       VOICESTREAM WIRELESS CORPORATION,
                                               as Issuer

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


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


                (Form of Trustee's Certificate of Authentication)



This is one of the 11 1/2% Senior Notes due 2009 described in the
within mentioned Indenture.

                                            HSBC BANK USA,
                                              as Trustee


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


                                      A-3
<PAGE>   77
                             [REVERSE SIDE OF NOTE]



                        VOICESTREAM WIRELESS CORPORATION

                          11 1/2% SENIOR NOTE DUE 2009



               (1) Principal and Interest. The Company promises to pay the
principal of this Note on September 15, 2009.

               The Company promises to pay interest on the principal amount of
this Note on each Interest Payment Date, as set forth below, at 11 1/2% per
annum until maturity.

               Interest will be payable semiannually in arrears (to the holders
of record of the Notes, as reflected in the Security Register at the close of
business on the March 1 or September 1 immediately preceding the Interest
Payment Date) on each Interest Payment Date, commencing March 15, 2000.

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

               The Company shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue principal and premium and
interest on overdue installments of interest, to the extent lawful, at the rate
borne by the Notes.

               (2) Method of Payment. The Company will pay interest (except
defaulted interest) on the principal amount of the Notes as provided above on
each March 15 and September 15 to the Persons who are Holders (as reflected in
the Security Register at the close of business on the March 1 and September 1
immediately preceding the Interest Payment Date), in each case, even if the Note
is cancelled on registration of transfer, registration of exchange, redemption
or repurchase after such Regular Record Date. With respect to the payment of
principal, the Company will make payment to the Holder that surrenders this Note
to a Paying Agent on or after September 15, 2009.

               The Company will pay principal, premium and interest in money of
the United States that at the time of payment is legal tender for payment of
public and private debts at the office or agency of the Company maintained for
such purposes in the Borough of Manhattan, City of New York. The Company, at its
option, may pay principal, premium and interest by its check payable in such
money mailed to a Holder's registered address (as reflected in the Security
Register), provided that payment by wire transfer of immediately available funds
will be required



                                      A-4
<PAGE>   78
with respect to principal, premium and interest on all Global Notes and all
other Notes the Holders of which shall have provided wire transfer instructions
to the Company or the Paying Agent. If an Interest Payment Date is a date other
than a Business Day, payment may be made on the next succeeding day that is a
Business Day with the same force and effect as if made on the day such payment
was due and in the case of such payment no interest shall accrue for the
intervening period.

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

               (4) Indenture; Limitations. The Company issued the Notes under an
Indenture, dated as of _______ __, 2000 (the "Indenture"), between the Company
and HSBC Bank USA, as trustee (the "Trustee"). Capitalized terms herein are used
as defined in the Indenture unless otherwise indicated. Reference is made to the
Indenture and the Trust Indenture Act for a full, complete and detailed
statement of the purposes for which the Notes are issued, the terms on which the
Notes are issued, a description of the security pledged and assigned for payment
of the Notes and the terms, provisions and conditions governing payment of the
Notes and the provisions, among others, with respect to the nature and extent of
the rights, duties and obligations of the Trustee, the Paying Agent, the
Registrar, the authenticating agent, Holders and the Company. The holder of this
Note, by acceptance of this Note, is deemed to have agreed and consented to the
terms and provisions of the Indenture. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act. The Notes are subject to all such terms, and Holders are
referred to the Indenture and the Trust Indenture Act for a statement of all
such terms. If any provision of this Note conflicts with the Indenture, the
terms of the Indenture control.

               The Notes are general unsecured obligations of the Company. The
Indenture limits the original aggregate principal amount of the Notes to
$205,000,000.



                                      A-5
<PAGE>   79
               (5) Optional Redemption. The Notes will be redeemable, at the
Company's option, in whole or in part, at any time or from time to time, on or
after September 15, 2004 and prior to maturity, upon not less than 30 nor more
than 60 days' prior notice mailed by first class mail to each Holder's last
address as it appears in the Security Register, at the Redemption Prices
(expressed in percentages of principal amount) set forth below, plus accrued and
unpaid interest to the Redemption Date (subject to the right of Holders of
record on the relevant Regular Record Date that is prior to the Redemption Date
to receive interest due on an Interest Payment Date), if redeemed during the 12
month period commencing September 15, of the years set forth below:

<TABLE>
<CAPTION>
                                     Redemption
        Year                           Price
        ----                         ----------
<S>                                  <C>
2004                                 105.750%
2005                                 103.833%
2006                                 101.917%
2007 and thereafter                  100.000%
</TABLE>

               In addition, at any time prior to September 15, 2002, the Company
may redeem up to 35% of the aggregate principal amount of the Notes originally
issued, at any time as a whole or from time to time in part, with the proceeds
of one or more Public Equity Offerings or sales of Capital Stock (other than
Redeemable Stock) to one or more Strategic Equity Investors, each such Public
Equity Offering or sale to Strategic Equity Investors resulting in Net Cash
Proceeds of $50 million or more, at a redemption price (expressed as a
percentage of principal amount) of 111.50%, plus accrued and unpaid interest to
the Redemption Date, provided that after any such redemption at least 65% of the
aggregate principal amount of Notes originally outstanding remains outstanding
and each such redemption is effected not more than 60 days after the
consummation of such Public Equity Offering or sale to Strategic Equity
Investors.

               If less than all of the Notes are to be redeemed at any time, the
Trustee will select the Notes, or portions thereof, for redemption in compliance
with the requirements of the principal national securities exchange, if any, on
which the Notes are listed or, if the Notes are not listed on a national
securities exchange, on a pro rata basis, by lot or by such other method as the
Trustee in its sole discretion shall deem to be fair and appropriate, provided
that no Note of $1,000 in principal amount or less shall be redeemed in part.
Notes in denominations larger than $1,000 may be redeemed in part. If any Note
is to be redeemed in part only, the notice of redemption relating to such Note
shall state the portion of the principal amount thereof to be redeemed. Any
notice mailed as provided herein and in the Indenture will be conclusively
presumed to have been given whether or not actually received by any Holder. On
and after the Redemption Date, interest ceases to accrue on Notes or portions of
Notes called for redemption, unless the Company defaults in the payment of the
Redemption Price. A new Note in original amount equal to the unredeemed portion
thereof will be issued in the name of the Holder thereof upon cancellation of
the original Note.

               (6) Repurchase upon Change of Control and Asset Sale. The Company
shall commence, within 30 days of the occurrence of a Change of Control Event,
and consummate an Offer to Purchase for all Notes then outstanding at a purchase
price equal to 101% of the principal amount thereof, plus accrued interest to
the Payment Date. The Notes may also be



                                      A-6
<PAGE>   80
subject to an Offer to Purchase in connection with an Asset Sale. Any Note
delivered for payment of a purchase price shall be accompanied by an instrument
in the form of the Option of the Holder to Elect Purchase below.

               (7) Denominations; Transfer; Exchange. The Notes are in
registered form without coupons in denominations of $1,000 of principal amount
and multiples of $1,000 in excess thereof. A Holder may register the transfer or
exchange of Notes in accordance with the Indenture. The Registrar may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents (including a certificate in the form of the Certificate to be
Delivered upon Exchange or Registration of Transfer of Securities below) and to
pay any taxes, fees and/or other governmental charges required by law or
permitted by the Indenture. The Registrar need not register the transfer or
exchange of any Notes selected for redemption. Also, it need not register the
transfer or exchange of any Notes for a period of 15 days before the day of the
mailing of a notice of redemption of Notes selected for redemption.

               (8) Persons Deemed Owners. A Holder shall be treated as the owner
of a Note for all purposes.

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

               (10) Defeasance and Discharge Prior to Redemption or Maturity. If
the Company deposits with the Trustee money or U.S. Government Obligations
sufficient to pay the then outstanding principal of, premium and accrued
interest on the Notes to redemption or maturity, and complies with certain other
provisions of the Indenture relating thereto, (i) the Company will be deemed to
have paid and will be discharged from any and all obligations in respect of the
Notes or (ii) certain provisions set forth in the Indenture will no longer be in
effect with respect to the Notes.

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

               (12) Restrictive Covenants. The Indenture imposes certain
limitations on the ability of the Company and its Restricted Subsidiaries, among
other things, to (a) Incur additional Indebtedness, (b) make Restricted
Payments, (c) use the proceeds from Asset Sales, (d) suffer to exist
restrictions on the ability of Restricted Subsidiaries to make certain payments
to the Company, (e) issue Capital Stock of Restricted Subsidiaries, (f) engage
in transactions



                                      A-7
<PAGE>   81
with certain stockholders and Affiliates, (g) suffer to exist or incur Liens,
(h) Guarantee Indebtedness of the Company or (i) merge, consolidate or transfer
substantially all of its assets. Within 90 days after the end of the last fiscal
quarter of each year, the Company shall deliver to the Trustee an Officers'
Certificate stating whether or not the signers know of any Default or Event of
Default under such restrictive covenants.

               (13) Successor Persons. When a successor Person or other entity
assumes all the obligations of its predecessor under the Notes and the
Indenture, the predecessor Person will be released from those obligations.

               (14) Defaults and Remedies. An Event of Default is: (a) defaults
in the payment of principal of (or premium, if any, on) any Note when the same
becomes due and payable at Stated Maturity, upon acceleration, redemption or
otherwise; (b) defaults in the payment of interest on any Note when the same
becomes due and payable, and such default continues for a period of 30 days; (c)
defaults in the performance or breach of the provisions of Article V of the
Indenture or the failure to make or consummate an Offer to Purchase in
accordance with Sections 4.11 or 4.12 of the Indenture; (d) defaults in the
performance of or breaches of any covenant or agreement of the Company in the
Indenture or under the Notes (other than a default specified in clause (a), (b)
or (c) above) and such default or breach continues for a period of 30
consecutive days after written notice to the Company by the Trustee or to the
Company and the Trustee by the Holders of 25% or more in aggregate principal
amount of the Notes; (e) there occurs with respect to any issue or issues of
Indebtedness of the Company or any Significant Subsidiary having an outstanding
principal amount greater than $10 million in the aggregate for all such issues
of all such Persons, whether such Indebtedness now exists or shall hereafter be
created, (i) an event of default that has caused the holder thereof to declare
such Indebtedness to be due and payable prior to its Stated Maturity and/or (ii)
the failure to make a principal payment and such defaulted payment shall not
have been made, waived or extended within 30 days of such payment default; (f)
any final judgment or order (not covered by insurance or indemnification by a
Person other than the Company or a Restricted Subsidiary, which indemnity party
is solvent and has acknowledged responsibility) (treating any deductibles,
self-insurance or retention as not so covered) for the payment of money greater
than $10 million in the aggregate for all such final judgments or orders shall
be rendered against the Company or any Significant Subsidiary and shall not be
paid or discharged or bonded over, and there shall be any period of 30
consecutive days following entry of the final judgment or order that causes the
aggregate amount for all such final judgments or orders outstanding and not paid
or discharged or bonded over to exceed $10 million during which a stay of
enforcement of such final judgment or order by reason of a pending appeal or
otherwise shall not be in effect; (g) a court having jurisdiction in the
premises enters a decree or order for (i) relief in respect of the Company or
any Significant Subsidiary in an involuntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, (ii)
appointment of a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of the Company or any Significant Subsidiary or
for all or substantially all of the property and assets of the Company or any
Significant Subsidiary or (iii) the winding up or liquidation of the affairs of
the Company or any Significant Subsidiary and, in each case, such decree or
order shall remain unstayed and in effect for a period of 60 consecutive days;
or (h) the Company or any Significant Subsidiary (i) commences a voluntary case
under any applicable bankruptcy, insolvency or other similar law now or



                                      A-8
<PAGE>   82
hereafter in effect, or consents to the entry of an order for relief in an
involuntary case under any such law, (ii) consents to the appointment of or
taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of the Company or any Significant Subsidiary or
for all or substantially all of the property and assets of the Company or any
Significant Subsidiary or (iii) effects any general assignment for the benefit
of creditors.

        If an Event of Default (other than an Event of Default specified in
clause (g) or (h) above that occurs with respect to the Company) occurs and is
continuing under the Indenture, the Trustee or the Holders of at least 25% in
aggregate principal amount of the Notes then outstanding by written notice to
the Company (and to the Trustee if such notice is given by the Holders), may,
and the Trustee at the request of such Holders shall, declare the principal
amount of, premium and accrued interest on the Notes to be immediately due and
payable. Upon a declaration of acceleration, such principal amount of, premium
and accrued interest shall be immediately due and payable. In the event of a
declaration of acceleration because an Event of Default set forth in clause (e)
above has occurred and is continuing, such declaration of acceleration shall be
automatically rescinded and annulled if the event of default triggering such
Event of Default pursuant to clause (e) shall be remedied or cured by the
Company or the relevant Significant Subsidiary or waived by the holders of the
relevant Indebtedness within 60 days after the declaration of acceleration with
respect thereto. If an Event of Default specified in clause (g) or (h) above
occurs with respect to the Company, the principal amount of, premium and accrued
interest on the Notes then outstanding shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder. At any time after such declaration of acceleration,
but before a judgment or decree for the payment of the money due has been
obtained by the Trustee, the Holders of at least a majority in principal amount
of the outstanding Notes, by written notice to the Company and to the Trustee
may waive all past defaults and rescind and annul a declaration of acceleration
and its consequences if (i) all existing Events of Default, other than the
nonpayment of the principal amount of, premium and interest on the Notes that
have become due solely by such declaration of acceleration have been cured or
waived and (ii) the rescission would not conflict with any judgment or decree of
a court of competent jurisdiction.

        The Holders of at least a majority in aggregate principal amount of the
outstanding Notes, by notice to the Trustee, may direct the time, method and
place of conducting any proceeding for exercising any remedy available to the
Trustee or exercising any trust or power conferred on the Trustee; provided that
the Trustee may refuse to follow any direction that conflicts with law or the
Indenture, that may involve the Trustee in personal liability, or that the
Trustee determines in good faith may be unduly prejudicial to the rights of
Holders of Notes not joining in the giving of such direction; and provided
further, that the Trustee may take any other action it deems proper that is not
inconsistent with any such direction received from Holders of Notes. A Holder
may not pursue any remedy with respect to the Indenture or the Notes unless: (i)
the Holder gives the Trustee written notice of a continuing Event of Default;
(ii) the Holders of at least 25% in aggregate principal amount of outstanding
Notes make a written request to the Trustee to pursue the remedy, (iii) such
Holder or Holders offer the Trustee indemnity satisfactory to the Trustee
against any costs, liability or expense; (iv) the Trustee does not comply with
the request within 60 days after receipt of the request and the offer of
indemnity, and (v) during such 60-day period, the Holders of a majority in
aggregate principal amount of the outstanding Notes do not give the



                                      A-9
<PAGE>   83
Trustee a direction that is inconsistent with the request. However, such
limitations do not apply to the right of any Holder of a Note to receive payment
of the principal amount of, premium or interest on, such Note or to bring suit
for the enforcement of any such payment, on or after the due date expressed in
the Notes, which right shall not be impaired or affected without the consent of
the Holder.

        The Indenture requires certain officers of the Company to certify, on or
before a date not more than 90 days after the end of each fiscal year, that a
review has been conducted of the activities of the Company and its Restricted
Subsidiaries and the Company's and its Restricted Subsidiaries' performance
under the Indenture and that the Company has fulfilled all obligations
thereunder, or, if there has been a default in the fulfillment of any such
obligation, specifying each such default and the nature and status thereof. The
Company is also obligated to notify the Trustee of any default or defaults in
the performance of any covenants or agreements under the Indenture.

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

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

               (17) Authentication. This Note shall not be entitled to any right
or benefit under the Indenture, or be valid, or become obligatory for any
purpose, until the Trustee or authenticating agent signs the certificate of
authentication on the other side of this Note.

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

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

               (20) Governing Law. The Indenture and the Notes shall be governed
by the laws of the State of New York. The Trustee, the Company and the Holders
agree to submit to



                                      A-10
<PAGE>   84
the jurisdiction of the courts of the State of New York in any action or
proceeding arising out of or relating to the Indenture or the Notes.

               The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture. Requests may be made to VoiceStream
Wireless Corporation, 3650 131st Avenue S.E., Bellevue, Washington 98006,
Attention: Investor Relations.



                                      A-11
<PAGE>   85
                                 ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to



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

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

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

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


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

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


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

Date:
     -------------------
                                      Your Signature:
                                                     ---------------------------
                                      (Sign exactly as your name appears
                                      on the face of this Note)


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



                                      A-12
<PAGE>   86
                       OPTION OF HOLDER TO ELECT PURCHASE

               If you want to elect to have this Note purchased by the Company
pursuant to Section 4.11 or 4.12 of the Indenture, check the box below:

            [ ] Section 4.11             [ ] Section 4.12

               If you want to elect to have only part of the Note purchased by
the Company pursuant to Section 4.11 or Section 4.12 of the Indenture, state the
amount you elect to have purchased: $________





Date:                               Your Signature:
     ----------                                    -----------------------------
                                    (Sign exactly as your name appears
                                    on the Note)

                                    Signature Guarantee:
                                                        ------------------------
                                    Tax Identification No:
                                                          ----------------------


                                      A-13
<PAGE>   87

              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

               The following exchanges of a part of this Global Note for an
interest in another Global Note or for a Definitive Note, or exchanges of a part
of another Global Note or Definitive Note for an interest in this Global Note,
have been made:

<TABLE>
<CAPTION>
                                                           Principal Amount
                   Amount of decrease      Amount of           of this         Signature of
                           in             increase in        Global Note        authorized
                    Principal Amount    Principal Amount    following such      officer of
                         of this            of this          decrease (or       Trustee or
 Date of Exchange      Global Note        Global Note         increase)          Custodian
 --------------------------------------------------------------------------------------------
<S>                <C>                  <C>                <C>                 <C>
</TABLE>



                                      A-14