<PAGE>

                                                                     Exhibit 4.1

                                                                  EXECUTION COPY

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                               Tritel PCS, Inc.

                  10 3/8% Senior Subordinated Notes due 2011


                                   _________


                                   INDENTURE


                         Dated as of January 24, 2001


                                   _________


                              Firstar Bank, N.A.,

                                    Trustee

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                               TABLE OF CONTENTS

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ARTICLE 1

     Definitions and Incorporation by Reference
     ------------------------------------------
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     SECTION 1.01. Definitions.............................................    1
     SECTION 1.02. Other Definitions.......................................   23
     SECTION 1.03. Incorporation by Reference of Trust Indenture Act.......   23
     SECTION 1.04. Rules of Construction...................................   23

ARTICLE 2

     The Securities
     --------------

     SECTION 2.01. Form and Dating.........................................   24
     SECTION 2.02. Execution and Authentication............................   24
     SECTION 2.03. Registrar and Paying Agent..............................   25
     SECTION 2.04. Paying Agent To Hold Money in Trust.....................   25
     SECTION 2.05. Securityholder Lists....................................   25
     SECTION 2.06. Transfer and Exchange...................................   25
     SECTION 2.07. Replacement Securities..................................   26
     SECTION 2.08. Outstanding Securities..................................   27
     SECTION 2.09. Temporary Securities....................................   27
     SECTION 2.10. Cancelation.............................................   27
     SECTION 2.11. Defaulted Interest......................................   27
     SECTION 2.12. CUSIP Numbers...........................................   27

ARTICLE 3

     Redemption
     ----------

     SECTION 3.01. Notices to Trustee......................................   28
     SECTION 3.02. Selection of Securities To Be Redeemed..................   28
     SECTION 3.03. Notice of Redemption....................................   28
     SECTION 3.04. Effect of Notice of Redemption..........................   29
     SECTION 3.05. Deposit of Redemption Price.............................   29
     SECTION 3.06. Securities Redeemed in Part.............................   29

ARTICLE 4

     Covenants
     ---------

     SECTION 4.01. Payment of Securities...................................   29
     SECTION 4.02. Provision of Financial Information......................   30
     SECTION 4.03. Limitation on Incurrence of Indebtedness................   30
     SECTION 4.04. Limitation on Restricted Payments.......................   32
     SECTION 4.05. Limitation on Restrictions Affecting Restricted
                   Subsidiaries............................................   35
     SECTION 4.06. Limitation on Certain Asset Dispositions................   36
     SECTION 4.07. Limitation on Transactions with Affiliates..............   38
     SECTION 4.08. Change of Control.......................................   39
     SECTION 4.09. Compliance Certificate..................................   40
     SECTION 4.10. Further Instruments and Acts............................   40
     SECTION 4.11. Future Subsidiary Guarantors............................   40
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     SECTION 4.12. Limitation on Activities of the Company and the
                   Restricted Subsidiaries.....................................  40
     SECTION 4.13. Limitation on Designations of Unrestricted Subsidiaries.....  40
     SECTION 4.14. Limitation on Layered Indebtedness..........................  41
     SECTION 4.15. Limitations on Liens........................................  41

ARTICLE 5

     Successor Company
     -----------------

     SECTION 5.01. Merger, Consolidation and Certain Sales of Assets...........  42

ARTICLE 6

     Defaults and Remedies
     ---------------------

     SECTION 6.01. Events of Default...........................................  43
     SECTION 6.02. Acceleration................................................  44
     SECTION 6.03. Other Remedies..............................................  45
     SECTION 6.04. Waiver of Past Defaults.....................................  45
     SECTION 6.05. Control by Majority.........................................  45
     SECTION 6.06. Limitation on Suits.........................................  45
     SECTION 6.07. Rights of Holders To Receive Payment........................  46
     SECTION 6.08. Collection Suit by Trustee..................................  46
     SECTION 6.09. Trustee May File Proofs of Claim............................  46
     SECTION 6.10. Priorities..................................................  46
     SECTION 6.11. Undertaking for Costs.......................................  46
     SECTION 6.12. Waiver of Stay or Extension Laws............................  47


 ARTICLE 7

     Trustee
     -------

     SECTION 7.01. Duties of Trustee...........................................  47
     SECTION 7.02. Rights of Trustee...........................................  48
     SECTION 7.03. Individual Rights of Trustee................................  48
     SECTION 7.04. Trustee's Disclaimer........................................  48
     SECTION 7.05. Notice of Defaults..........................................  49
     SECTION 7.06. Reports by Trustee to Holders...............................  49
     SECTION 7.07. Compensation and Indemnity..................................  49
     SECTION 7.08. Replacement of Trustee......................................  50
     SECTION 7.09. Successor Trustee by Merger.................................  50
     SECTION 7.10. Eligibility; Disqualification...............................  51
     SECTION 7.11. Preferential Collection of Claims Against Company...........  51
     SECTION 7.12. Trustee Acting as Paying Agent or Registrar.................  51

 ARTICLE 8

     Discharge of Indenture; Defeasance
     ----------------------------------

     SECTION 8.01. Discharge of Liability on Securities; Defeasance............  51
     SECTION 8.02. Conditions to Defeasance....................................  52
     SECTION 8.03. Application of Trust Money..................................  53
     SECTION 8.04. Repayment to Company........................................  53
     SECTION 8.05. Indemnity for Government Obligations........................  53
     SECTION 8.06. Reinstatement...............................................  53
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ARTICLE 9

     Amendments
     ----------

     SECTION 9.01.  Without Consent of Holders............................................. 53
     SECTION 9.02.  With Consent of Holders................................................ 54
     SECTION 9.03.  Compliance with Trust Indenture Act.................................... 55
     SECTION 9.04.  Revocation and Effect of Consents and Waivers.......................... 55
     SECTION 9.05.  Notation on or Exchange of Securities.................................. 55
     SECTION 9.06.  Trustee To Sign Amendments............................................. 55
     SECTION 9.07.  Payment for Consent.................................................... 56

ARTICLE 10

     Subordination
     -------------

     SECTION 10.01. Securities Subordinate to Senior Indebtedness.......................... 56
     SECTION 10.02. Payment by the Company of Proceeds upon Dissolution, Etc............... 56
     SECTION 10.03. Suspension of Payment on Securities When Senior Indebtedness of the
                    Company in Default..................................................... 57
     SECTION 10.04. Payment Over by Guarantors of Proceeds upon Dissolution,............... 58
     SECTION 10.05. Suspension of Payment on Guarantees When Senior Indebtedness of
                    Guarantor in Default................................................... 58
     SECTION 10.06. Payment Permitted If No Default........................................ 59
     SECTION 10.07. Subrogation to Rights of Holders of Senior Indebtedness................ 59
     SECTION 10.08. Provisions Solely to Define Relative Rights............................ 59
     SECTION 10.09. Trustee to Effectuate Subordination.................................... 60
     SECTION 10.10. No Waiver of Subordination Provisions.................................. 60
     SECTION 10.11. Notice to Trustee. .................................................... 60
     SECTION 10.12. Reliance on Judicial order or Certificate of Liquidating Agent......... 61
     SECTION 10.13. Rights of Trustee As a Holder of Senior Indebtedness; Preservation of
                    Trustee's Rights....................................................... 61
     SECTION 10.14. Article Applicable to Paying Agents.................................... 61
     SECTION 10.15. No Suspension of Remedies.............................................. 61
     SECTION 10.16. Trust Moneys Not Subordinated.......................................... 61
     SECTION 10.17. Trustee Not Fiduciary for Holders of Senior Indebtedness............... 62
     SECTION 10.18. Notice to Holders of Senior Indebtedness............................... 62
     SECTION 10.19. Distribution or Notice to Representative............................... 62
     SECTION 10.20. Article 10 Not To Prevent Events of Default or Limit Right To
                    Accelerate............................................................. 62
     SECTION 10.21. Reliance by Holders of Senior Indebtedness on Subordination
                    Provisions............................................................. 62
     SECTION 10.22. Trustee's Compensation Not Prejudiced.................................. 62

ARTICLE 11

     Guarantees
     ----------

     SECTION 11.01. Guarantees............................................................. 62
     SECTION 11.02. Limitation on Liability................................................ 64
     SECTION 11.03. Successors and Assigns................................................. 65
     SECTION 11.04. No Waiver.............................................................. 65
     SECTION 11.05. Modification........................................................... 65
     SECTION 11.06. Execution of Supplemental Indenture for Future Subsidiary Guarantors... 65
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ARTICLE 12

     Intentionally deleted

ARTICLE 13

     Satisfaction and Discharge
     --------------------------

     SECTION 13.01. Satisfaction and Discharge of Indenture...............    65
     SECTION 13.02. Application of Trust Money............................    66

ARTICLE 14

     Miscellaneous
     -------------

     SECTION 14.01. Trust Indenture Act Controls..........................    66
     SECTION 14.02. Notices...............................................    67
     SECTION 14.03. Communication by Holders with Other Holders...........    67
     SECTION 14.04. Certificate and Opinion as to Conditions Precedent....    67
     SECTION 14.05. Statements Required in Certificate or Opinion.........    68
     SECTION 14.06. When Securities Disregarded...........................    68
     SECTION 14.07. Rules by Trustee, Paying Agent and Registrar..........    68
     SECTION 14.08. Legal Holidays........................................    68
     SECTION 14.09. GOVERNING LAW.........................................    68
     SECTION 14.10. No Recourse Against Others............................    68
     SECTION 14.11. Successors............................................    68
     SECTION 14.12. Multiple Originals....................................    69
     SECTION 14.13. Table of Contents; Headings...........................    69
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     Appendix A     - Provisions Relating to Initial Securities, Private
                      Exchange Securities and Exchange Securities
     Exhibit A      - Form of Face of Initial Security
     Exhibit B      - Form of Face of Exchange Security
     Exhibit C      - Form of Supplemental Indenture
     Exhibit D      - Form of Transferee Letter of Representation
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               INDENTURE dated as of January 24, 2001, among Tritel PCS, Inc., a
               Delaware corporation (the "Company"), Tritel, Inc. (the "Parent
               Guarantor"), Tritel Communications, Inc. and Tritel Finance, Inc.
               (collectively, the "Subsidiary Guarantors"), and Firstar Bank,
               N.A., a national association under the laws of the United States,
               as trustee (the "Trustee").

          Each party agrees as follows for the benefit of the other parties and
for the equal and ratable benefit of the Holders of (i) the Company's 10 3/8%
Senior Subordinated Notes due 2011 issued on the date hereof (the "Initial
Securities"), (ii) if and when issued as provided in the Registration Agreement
(as defined in Appendix A hereto (the "Appendix")), the Company's 10 3/8% Senior
Subordinated Notes due 2011 issued in the Registered Exchange Offer (as defined
in the Appendix) in exchange for any Initial Securities (the "Exchange
Securities") and (iii) if and when issued as provided in the Registration
Agreement, the Private Exchange Securities (as defined in the Appendix, and
together with the Initial Securities and any Exchange Securities issued
hereunder, the "Securities") issued in the Private Exchange (as defined in the
Appendix). Except as otherwise provided herein, the Securities shall be limited
to $450,000,000 in aggregate principal amount outstanding.

                                   ARTICLE 1

                  Definitions and Incorporation by Reference
                  ------------------------------------------

          SECTION 1.01.  Definitions.
                         -----------
          "Acquired Indebtedness" means, with respect to any Person,
Indebtedness of such Person:

          (1)  existing at the time such Person becomes a Restricted Subsidiary;
     or

          (2)  assumed in connection with the acquisition of assets from another
     Person, including Indebtedness Incurred in connection with, or in
     contemplation of, such Person becoming a Restricted Subsidiary or such
     acquisition, as the case may be.

          "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by, or under direct or indirect common
control with, any specified Person. For purposes of this definition, "control"
when used with respect to any Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

          "Annualized Pro Forma Consolidated Operating Cash Flow" means
Consolidated Cash Flow for the latest two full fiscal quarters for which
consolidated financial statements of the Company are available multiplied by
two. For purposes of calculating "Consolidated Cash Flow" for any period for
purposes of this definition only:

          (1)  any Subsidiary of the Company that is a Restricted Subsidiary on
     the date of the transaction giving rise to the need to calculate
     "Annualized Pro Forma Consolidated Operating Cash Flow" (the "Transaction
     Date") shall be deemed to have been a Restricted Subsidiary at all times
     during such period; and
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                                                                               2



          (2) any Subsidiary of the Company that is not a Restricted Subsidiary
     on the Transaction Date shall be deemed not to have been a Restricted
     Subsidiary at any time during such period.

In addition to and without limitation of the foregoing, for purposes of this
definition only, "Consolidated Cash Flow" shall be calculated after giving
effect on a pro forma basis for the applicable period to, without duplication,
any Asset Dispositions or Asset Acquisitions (including, without limitation, any
Asset Acquisition giving rise to the need to make such calculation as a result
of the Company or one of the Restricted Subsidiaries (including any Person who
becomes a Restricted Subsidiary as a result of the Asset Acquisition) Incurring,
assuming or otherwise being liable for Acquired Indebtedness) occurring during
the period commencing on the first day of such two-fiscal-quarter period to and
including the Transaction Date (the "Reference Period"), as if such Asset Sale
or Asset Acquisition occurred on the first day of the Reference Period.

          "Asset Acquisition" means:

          (1) any purchase or other acquisition (by means of transfer of cash,
     Indebtedness or other property to others or payment for property or
     services for the account or use of others or otherwise) of Capital Stock of
     any Person by the Company or any Restricted Subsidiary, in either case,
     pursuant to which such Person shall become a Restricted Subsidiary or shall
     be merged with or into the Company or any Restricted Subsidiary; or

          (2) any acquisition by the Company or any Restricted Subsidiary of the
     property or assets of any Person which constitute all or substantially all
     of an operating unit or line of business of such Person.

          "Asset Disposition" means any sale, transfer or other disposition
(including, without limitation, by merger, consolidation or Sale/Leaseback
Transaction) of:

          (1) shares of Capital Stock of a Subsidiary of the Company (other than
     directors' qualifying shares);

          (2) any License for the provision of wireless telecommunications
     services held by the Company or any Restricted Subsidiary (whether by sale
     of Capital Stock or otherwise); or

          (3) any other property or assets of the Company or any Subsidiary of
     the Company other than in the ordinary course of business;

provided, however, that an Asset Disposition shall not include:
--------  -------

          (A) any sale, transfer or other disposition of shares of Capital
     Stock, property or assets by a Restricted Subsidiary to the Company or to
     any other Restricted Subsidiary or by the Company to any Restricted
     Subsidiary;

          (B) any sale, transfer or other disposition of defaulted receivables
     for collection;

          (C) the sale, lease, conveyance or disposition or other transfer of
     all or substantially all of the assets of the Company as permitted under
     Article 5;

          (D) any disposition that constitutes a Change of Control; or

          (E) any sale, transfer or other disposition of shares of Capital Stock
     of any Marketing Affiliate; provided that such Marketing Affiliate is not
                                 --------
     engaged in any activity
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                                                                               3

     other than the registration, holding, maintenance or protection of
     trademarks and the licensing thereof; or

          (F) any sale, transfer or other disposition that does not (together
     with all related sales, transfers or dispositions) involve aggregate
     consideration in excess of $15,000,000.

          "AT&T Wireless" means AT&T Wireless Services, Inc., a Delaware
corporation.

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

          (1) the sum of the products of the number of years from the date of
     determination to the dates of each successive scheduled principal or
     liquidation value payments of such Indebtedness or Preferred Stock,
     respectively, and the amount of such principal or liquidation value
     payments by

          (2) the sum of all such principal or liquidation value payments.

          "Bank Indebtedness" means any and all amounts payable under or in
respect of the Credit Agreement and any Refinancing Indebtedness with respect
thereto, as amended from time to time, including principal, premium (if any),
interest (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company whether or not a claim
for post-filing interest is allowed in such proceedings), fees, charges,
expenses, reimbursement obligations, guarantees and all other amounts payable
thereunder or in respect thereof.

          "Bankruptcy Law" means Title 11, United States Code, or any similar
                                           ------------------
federal or state law for the relief of debtors.

          "board of directors" of any Person means the board of directors,
management committee or other governing body of such Person.

          "Business Day" means any date which is not a Legal Holiday.

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

          "Capital Stock" of any Person means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) of corporate stock or other equity
participations, including partnership interests, whether general or limited, of
such Person.

          "Cash Equity Investors" means CB Capital Investors, L.P.; Equity-
Linked Investors-II; Private Equity Investors III, L.P.; Hoak Communications
Partners, L.P.; HCP Capital Fund, L.P.; Whitney Equity Partners, L.P.; J.H.
Whitney III, L.P.; Whitney Strategic Partners III, L.P.; Media/Communications
Partners III Limited Partnership; Media/Communications Investors Limited
Partnership; One Liberty Fund III, L.P.; One Liberty
<PAGE>

                                                                               4

Fund IV, L.P.; One Liberty Advisors Fund, IV, L.P.; Gilde International B.V.;
Toronto Dominion Investments, Inc.; Northwood Ventures LLC; Northwood Capital
Partners LLC; Telecorp Investment Corp., L.L.C.; Telecorp Investment Corp. II,
L.L.C.; Gerald T. Vento; Thomas H. Sullivan; Wireless 2000, Inc.; CIHC,
Incorporated; Trillium PCS, LLC; Dresdner Kleinwort Benson Private Equity
Partners LP; Triune PCS, LLC; JG Funding, LLC; Saunders Capital Group, LLC; Mon-
Cre Wireless, Inc.; Ragland Wireless, Inc.; Cablevision Services, Inc.;
Hayneville Wireless, Inc.; Moundville Communications, Inc.; James E. Campbell;
William M. Mounger II; and E. B. Martin, Jr.

          "Cash Equivalents" means:

          (1) direct obligations of, or obligations the principal of and
     interest on which are unconditionally guaranteed by, the United States of
     America (or by any agency thereof to the extent such obligations are backed
     by the full faith and credit of the United States of America), in each case
     maturing within one year from the date of acquisition thereof;

          (2) investments in commercial paper maturing within 365 days from the
     date of acquisition thereof and having, at such date of acquisition, the
     highest credit rating obtainable from Standard & Poor's Corporation or from
     Moody's Investors Service;

          (3) investments in certificates of deposit, banker's acceptance and
     time deposits maturing within 365 days from the date of acquisition thereof
     issued or guaranteed by or placed with, and money market deposit accounts
     issued or offered by, any domestic office of any commercial bank organized
     under the laws of the United States of America or any State thereof which
     has a combined capital and surplus and undivided profits of not less than
     $500,000,000;

          (4) fully collateralized repurchase agreements with a term of not more
     than 30 days for securities described in clause (1) above and entered into
     with a financial institution satisfying the criteria described in clause
     (3) above; and

          (5) money market funds substantially all of whose assets comprise
     securities of the type described in clauses (1) through (3) above.

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

          (1) any "person" or "group" (as such terms are used in Sections 13(d)
     and 14(d) of the Exchange Act), other than a Permitted Holder or Permitted
     Holders or a person or group controlled by a Permitted Holder or Permitted
     Holders, becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-
     5 under the Exchange Act, except that a person shall be deemed to have
     "beneficial ownership" of all such securities that such person has the
     right to acquire within one year, upon the happening of an event or
     otherwise) directly or indirectly (including, after the Merger, through
     ownership of Holdings), of securities of the Company representing 50% or
     more of the combined voting power of the Company's then outstanding Voting
     Stock;

          (2) the following individuals cease for any reason to constitute more
     than a majority of the number of directors then serving on the board of
     directors of the Company: individuals who, on the date of this Indenture,
     constitute the board of directors of the Company and any new director
     (other than a director whose initial assumption of office is in connection
     with an actual or threatened election contest, including, but not limited
     to, a consent solicitation relating to the election of directors of the
     Company) whose appointment or election by the board of directors of the
     Company or nomination for election by the Company's stockholders was
     approved by the vote of at least two-thirds of the directors then still in
     office or whose appointment, election or
<PAGE>

                                                                               5

     nomination was previously so approved or recommended or made in accordance
     with the terms of the Stockholders' Agreement; or

          (3) the stockholders of the Company shall approve any Plan of
     Liquidation (whether or not otherwise in compliance with the provisions of
     this Indenture).

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

          "Commission" means the Securities and Exchange Commission.

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

          "Communications Act" means the Communications Act of 1934, and any
similar or successor Federal statute, and the rules and regulations and
published policies of the FCC thereunder, all as amended and as the same may be
in effect from time to time.

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

          "Consolidated Cash Flow" of any Person means, for any period, the
Consolidated Net Income of such Person for such period:

          (1) increased (to the extent Consolidated Net Income for such period
     has been reduced thereby) by the sum of (without duplication):

                 (A) Consolidated Interest Expense of such Person for such
          period; plus

                 (B) Consolidated Income Tax Expense of such Person for such
          period; plus

                 (C) the consolidated depreciation and amortization expense of
          such Person and its Restricted Subsidiaries for such period; plus

                 (D) any other non-cash charges of such Person and its
          Restricted Subsidiaries for such period except for any non-cash
          charges that represent accruals of, or reserves for, cash
          disbursements to be made in any future accounting period; and

          (2) decreased (to the extent Consolidated Net Income for such period
     has been increased thereby) by any non-cash gains from Asset Dispositions.

          "Consolidated Income Tax Expense" of any Person means, for any period,
the consolidated provision for income taxes of such Person and its Restricted
Subsidiaries for such period calculated on a consolidated basis in accordance
with GAAP.

          "Consolidated Interest Expense" for any Person means, for any period,
without duplication:

          (1) the consolidated interest expense included in a consolidated
     income statement (without deduction of interest or finance charge income)
     of such Person and its Restricted Subsidiaries for such period calculated
     on a consolidated basis in accordance
<PAGE>

                                                                               6

     with GAAP (including, without limitation, (a) any amortization of debt
     discount, (b) the net costs under Hedging Agreements, (c) all capitalized
     interest, (d) the interest portion of any deferred payment obligation and
     (e) all amortization of any premiums, fees and expenses payable in
     connection with the Incurrence of any Indebtedness); plus

          (2) the interest component of Capital Lease Obligations paid, accrued
     and/or scheduled to be paid or accrued, by such Person and its Restricted
     Subsidiaries during such period as determined on a consolidated basis in
     accordance with GAAP.

          "Consolidated Net Income" of any Person means for any period the
consolidated net income (or loss) of such Person and its Restricted Subsidiaries
for such period determined on a consolidated basis in accordance with GAAP;
provided, however, that there shall be excluded therefrom:
--------  -------

          (1) the net income (or loss) of any Person acquired by such Person or
     a Restricted Subsidiary of such Person in a pooling-of-interests
     transaction for any period prior to the date of such transaction;

          (2) the net income (but not loss) of any Restricted Subsidiary of such
     Person which is subject to restrictions which prevent or limit the payment
     of dividends or the making of distributions to such Person to the extent of
     such restrictions (regardless of any waiver thereof);

          (3) the net income of any Person that is not a Restricted Subsidiary
     of such Person, except to the extent of the amount of dividends or other
     distributions representing such Person's proportionate share of such other
     Person's net income for such period actually paid in cash to such Person by
     such other Person during such period;

          (4) gains or losses (other than for purposes of calculating
     Consolidated Net Income under clause (C) of paragraph (a) of Section 4.04)
     on Asset Dispositions by such Person or its Restricted Subsidiaries;

          (5) all extraordinary gains (but not, other than for purposes of
     calculating Consolidated Net Income under clause (C) of paragraph (a) under
     Section 4.04, losses) determined in accordance with GAAP; and

          (6) in the case of a successor to such Person by consolidation or
     merger or as a transferee of such Person's assets, any earnings (or losses)
     of the successor corporation prior to such consolidation, merger or
     transfer of assets.

          "Credit Agreement" means the amended and restated loan agreement dated
as of March 31, 1999, as amended, waived or otherwise modified from time to
time, among the Company, the financial institutions named therein as lenders,
Toronto Dominion (Texas), Inc., as administrative agent for itself and on behalf
of the lenders and the issuing bank (except to the extent that any such
amendment, waiver or other modification thereto would be prohibited by the terms
of this Indenture, unless otherwise agreed to by the holders of at least a
majority in aggregate principal amount of the Securities at the time
outstanding).

          "Custodian" means any receiver, trustee, assignee, liquidator,
custodian or similar official under any Bankruptcy Law.

          "Default" means any event that is, or after notice or lapse of time or
both would become, an Event of Default.
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                                                                               7

          "Designated Senior Indebtedness" of the Company means:

          (1) so long as outstanding, Bank Indebtedness; and

          (2) so long as outstanding, any other Senior Indebtedness which has at
     the time of initial issuance an aggregate outstanding principal amount in
     excess of $25,000,000 and which has been so designated as Designated Senior
     Indebtedness by the board of directors of the Company at the time of its
     initial issuance in a resolution delivered to the Trustee. "Designated
     Senior Indebtedness" of a Subsidiary Guarantor has a correlative meaning.

          "Discount Notes" means the 12 3/4% Senior Subordinated Discount Notes
due 2009 of the Company.

          "Disqualified Stock" of any Person means any Capital Stock of such
Person which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or is redeemable at the option of the holder thereof,
in whole or in part, on or prior to the first anniversary of the Stated Maturity
of the Securities; provided, however, that any Capital Stock that would not
                   --------  -------
constitute Disqualified Stock but for provisions thereof giving holders thereof
the right to require such Person to repurchase or redeem such Capital Stock upon
the occurrence of an "asset sale" or "change of control" occurring prior to the
first anniversary of the Stated Maturity of the Securities shall not constitute
Disqualified Stock if the "asset sale" or "change of control" provisions
applicable to such Capital Stock are no more favorable to the holders of such
Capital Stock than the provisions of Section 4.08.

          "Domestic Restricted Subsidiary" means any Restricted Subsidiary of
the Company other than a Foreign Restricted Subsidiary.

          "Equity Offering" means any public or private sale of Qualified Stock
made on a primary basis by the Company after the date of this Indenture,
including through the issuance or sale of Qualified Stock to one or more
Strategic Equity Investors; provided, however, that a sale to Holdings will
                            --------  -------
constitute an Equity Offering only if funded by a substantially concurrent
Equity Offering by Holdings.

          "Equity Interests" means Capital Stock and all warrants, options and
other rights to acquire Capital Stock but excluding any debt security that is
convertible into or exchangeable for, Capital Stock.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated by the Commission thereunder.

          "Exchange and Registration Rights Agreement" means the Exchange and
Registration Rights Agreement, to be dated the date of this Indenture, among the
Company, the Subsidiary Guarantor and the Initial Purchasers.

          "Exchange Offer" means a registered exchange offer for the Securities
undertaken by the Company pursuant to the Exchange and Registration Rights
Agreement.

          "Exchange Securities" means, collectively, debt securities of the
Company that are identical in all material respects to the Securities, except
for transfer restrictions relating to the Securities, issued in a like aggregate
principal amount of the Securities originally issued pursuant to the Exchange
and Registration Rights Agreement.
<PAGE>

                                                                               8

          "Expiration Date" means the expiration date with respect to any Offer
to Purchase.

          "Fair Market Value" means, with respect to any asset or property, the
price that could be negotiated in an arm's-length free market transaction, for
cash, between a willing seller and a willing buyer, neither of which is under
pressure or compulsion to complete the transaction. Unless otherwise specified
in this Indenture, Fair Market Value shall be determined by the board of
directors of the Company acting in good faith.

          "FCC" means the Federal Communications Commission, or any other
similar or successor agency of the Federal government administering the
Communications Act.

          "FCC Debt" means Indebtedness owed to the United States Treasury
Department or the FCC that is Incurred in connection with the acquisition of a
License.

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

          "GAAP" means generally accepted accounting principles, consistently
applied, as in effect from time to time in the United States of America, as 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 is approved by a significant segment of the
accounting profession in the United States.

          "Guarantees" means the Parent Guarantee and the Subsidiary Guarantees.

          "Guarantors" means the Parent Guarantor and the Subsidiary Guarantors.

          "Hedging Agreement" means any interest rate, currency or commodity
swap agreement, interest rate, currency or commodity future agreement, interest
rate cap or collar agreement, interest rate, currency or commodity hedge
agreement and any put, call or other agreement designed to protect against
fluctuations in interest rates, currency exchange rates or commodity prices.

          "Holder" or "Securityholder" means the Person in whose name a Security
is registered on the registrar's books.

          "Holdings" means TeleCorp PCS, Inc., a Delaware corporation, the
indirect parent of the Company and the direct parent of the Parent Guarantor,
until a successor replaces it and thereafter, means the successor.

          "Incur" means, with respect to any Indebtedness or other obligation of
any Person, to create, issue, incur (including by conversion, exchange or
otherwise), assume, guarantee or otherwise become liable in respect of such
Indebtedness or other obligation or the recording, as required pursuant to GAAP
or otherwise, of any such Indebtedness or other obligation on the balance sheet
of such Person (and "Incurrence," "Incurred" and "Incurring" shall have meanings
correlative to the foregoing). Indebtedness of any Person or any of its
Restricted Subsidiaries existing at the time such Person becomes a Restricted
Subsidiary (or is merged into, or consolidates with, the Company or any
Restricted Subsidiary), whether or not such Indebtedness was Incurred in
connection with, or in contemplation of, such Person becoming a Restricted
Subsidiary (or being merged into, or consolidated with, the Company or any
Restricted Subsidiary), shall be deemed Incurred at the time any such Person
becomes a
<PAGE>

                                                                               9

Restricted Subsidiary or merges into, or consolidates with, the Company or any
Restricted Subsidiary.

          "Indebtedness" means (without duplication), with respect to any
Person, whether recourse is to all or a portion of the assets of such Person and
whether or not contingent:

          (1) every obligation of such Person for money borrowed;

          (2) every obligation of such Person evidenced by bonds, debentures,
     notes or other similar instruments, including obligations Incurred in
     connection with the acquisition of property, assets or businesses;

          (3) every reimbursement obligation of such Person with respect to
     letters of credit, bankers' acceptances or similar facilities issued for
     the account of such Person;

          (4) every obligation of such Person issued or assumed as the deferred
     purchase price of property or services (but excluding trade accounts
     payable or accrued liabilities arising in the ordinary course of business
     which are not overdue or which are being contested in good faith);

          (5) every Capital Lease Obligation of such Person;

          (6) every net obligation under Hedging Agreements or similar
     agreements of such Person; and

          (7) every obligation of the type referred to in clauses (1) through
     (6) of another Person and all dividends of another Person the payment of
     which, in either case, such Person has guaranteed or is responsible or
     liable for, directly or indirectly, as obligor, guarantor or otherwise.

          Indebtedness shall:

          (1) include the liquidation preference and any mandatory redemption
     payment obligations in respect of any Disqualified Stock of the Company and
     any Restricted Subsidiary and any Preferred Stock of a Subsidiary of the
     Company;

          (2) never be calculated taking into account any cash and Cash
     Equivalents held by such Persons;

          (3) not include obligations arising from agreements of the Company or
     a Restricted Subsidiary to provide for indemnification, adjustment of
     purchase price, earn-out or other similar obligations, in each case,
     Incurred or assumed in connection with the disposition of any business or
     assets of a Restricted Subsidiary.

The amount of any Indebtedness outstanding as of any date shall be:

          (1) the accreted value thereof, in the case of any Indebtedness issued
     with original issue discount;

          (2) the principal amount thereof, in the case of any Indebtedness
     other than Indebtedness issued with original issue discount; and

          (3) the greater of the maximum repurchase or redemption price or
     liquidation preference thereof, in the case of any Disqualified Stock or
     Preferred Stock.
<PAGE>

                                                                              10

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

          "Ineligible Subsidiary" means:

          (1) any Special Purpose Subsidiary;

          (2) any Subsidiary Guarantor;

          (3) any Subsidiary of the Company that, directly or indirectly, owns
     any Capital Stock or Indebtedness of, or owns or holds any Lien on any
     property of, the Company or any other Subsidiary of the Company that is not
     a Subsidiary of the Subsidiary to be so designated; and

          (4) any Subsidiary of the Company that, directly or indirectly, owns
     any Capital Stock or Indebtedness of, or owns or holds any Lien on any
     property of, any other Subsidiary of the Company that is not eligible to be
     designated as an Unrestricted Subsidiary.

          "Initial Purchasers" means Salomon Smith Barney Inc., Lehman Brothers
Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America
Securities LLC and TD Securities (USA) Inc.

          "Initial Security" or "Initial Securities" means any Security or
Securities issued on the date of this Indenture.

          "Investment" in any Person means any direct or indirect loan, advance,
guarantee or other extension of credit or capital contribution to (by means of
transfers of cash or other property to others or payments for property or
services for the account or use of others or otherwise), or purchase or
acquisition of Capital Stock, bonds, notes, debentures or other securities or
evidence of Indebtedness issued by, any other Person.

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

          "Legal Holiday" means a Saturday, Sunday or other day on which banking
institutions in the State of New York are authorized or required by law to
close.

          "License" means any broadband Personal Communications Services license
issued by the FCC in connection with the operation of a System.

          "License Subsidiary" means Tritel A/B Holding Corp., Tritel C/F
Holding Corp., and any other Wholly Owned Subsidiary of the Company designated
as a License Sub under the Credit Agreement.

          "Lien" means, with respect to any property or assets, any mortgage or
deed of trust, pledge, hypothecation, assignment, security interest, lien,
charge, easement (other than any easement not materially impairing usefulness or
marketability), encumbrance, preference, priority or other security agreement
with respect to such property or assets (including, without limitation, any
conditional sale or other title retention agreement having substantially the
same economic effect as any of the foregoing).

          "liquidated damages" means any liquidated damages payable under the
Exchange and Registration Rights Agreement.

          "Management Stockholders" means Gerald Vento and Thomas Sullivan.
<PAGE>

                                                                              11


          "Marketing Affiliate" means any Person which engages in no activity
other than the registration, holding, maintenance or protection of trademarks
and the licensing thereof.

          "Material Indebtedness" means Indebtedness having an aggregate
principal amount (or accreted value) of $50 million or more at the time
outstanding.

          "Net Available Proceeds" from any Asset Disposition by any Person
means cash or readily marketable Cash Equivalents received (including by way of
sale or discounting of a note, installment receivable or other receivable, but
excluding any other consideration received in the form of assumption by the
acquiror of Indebtedness or other obligations relating to such properties or
assets or received in any other non-cash form) therefrom by such Person,
including any cash received by way of deferred payment or upon the monetization
or other disposition of any non-cash consideration (including notes or other
securities) received in connection with such Asset Disposition, net of

          (1) all legal, title and recording tax expenses, commissions and other
     fees and expenses Incurred and all federal, state, foreign and local taxes
     accrued as a liability as a consequence of such Asset Disposition;

          (2) all payments made by such Person or any of its Restricted
     Subsidiaries on any Indebtedness which is secured by such assets in
     accordance with the terms of any Lien upon or with respect to such assets
     or which must by the terms of such Lien, or in order to obtain a necessary
     consent to such Asset Disposition or by applicable law, be repaid out of
     the proceeds from such Asset Disposition;

          (3) all payments made with respect to liabilities associated with the
     assets which are the subject of the Asset Disposition, including, without
     limitation, trade payables and other accrued liabilities;

          (4) appropriate amounts to be provided by such Person or any
     Restricted Subsidiary thereof, as the case may be, as a reserve in
     accordance with GAAP against any liabilities associated with such assets
     and retained by such Person or any Restricted Subsidiary thereof, as the
     case may be, after such Asset Disposition, including, without limitation,
     liabilities under any indemnification obligations and severance and other
     employee termination costs associated with such Asset Disposition, until
     such time as such amounts are no longer reserved or such reserve is no
     longer necessary (at which time any remaining amounts will become Net
     Available Proceeds to be allocated in accordance with the provisions of
     clause (a)(3) of Section 4.06); and

          (5) all distributions and other payments made to minority interest
     holders in Restricted Subsidiaries of such Person or joint ventures as a
     result of such Asset Disposition.

          "Net Investment" means the excess of:

          (1) the aggregate amount of all Investments made in any Unrestricted
     Subsidiary or joint venture by the Company or any Restricted Subsidiary on
     or after the date of this Indenture (in the case of an Investment made
     other than in cash, the amount shall be the Fair Market Value of such
     Investment as determined in good faith by the Board of the

     Company or such Restricted Subsidiary); over

          (2) the aggregate amount returned in cash on or with respect to such
     Investments whether through interest payments, principal payments,
     dividends or other distributions or payments; provided, however, that such
                                                   --------  -------
     payments or distributions shall not be (and have not been) included in
     clause (C) of the paragraph (a) of Section 4.04; provided
                                                      --------
<PAGE>

                                                                              12

     further that, with respect to all Investments made in any Unrestricted
     -------
     Subsidiary or joint venture, the amounts referred to in clause (1) above
     with respect to such Investments shall not exceed the aggregate amount of
     all such Investments made in such Unrestricted Subsidiary or joint venture.

          "Offer" means any written offer sent by the Company that is the
subject of an Offer to Purchase.

          "Offer to Purchase" means an Offer sent by first class mail, postage
prepaid, to each holder of Securities at such holder's address appearing in the
register for the Securities on the date of the Offer offering to purchase up to
the principal amount of the Securities specified in such Offer at the purchase
price specified in such Offer (as determined pursuant to this Indenture). Unless
otherwise required by applicable law, the Offer shall specify an Expiration Date
of the Offer to Purchase which shall be not less than 30 days nor more than 60
days after the date of such Offer and a Purchase Date for purchase of Securities
within five Business Days after the Expiration Date. The Company shall notify
the Trustee at least 15 Business Days (or such shorter period as is acceptable
to the Trustee) prior to the mailing of the Offer of the Company's obligation to
make an Offer to Purchase, and the Offer shall be mailed by the Company or, at
the Company's request, by the Trustee in the name and at the expense of the
Company. The Offer shall contain all the information required by applicable law
to be included therein. The Offer shall contain all instructions and materials
necessary to enable holders of Securities to tender their Securities pursuant to
the Offer to Purchase. The Offer shall also state:

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

          (2)  the Expiration Date and the Purchase Date; (3) the Purchase
     Amount; (4) the Purchase Price;

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

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

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

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

          (9)  that each holder electing to tender all or any portion of a
     Security pursuant to the Offer to Purchase shall be required to surrender
     such Security at the place or places specified in the Offer prior to the
     close of business on the Expiration Date (such Security being, if the
     Company or the Trustee so requires, duly endorsed by, or accompanied by a
     written instrument of transfer in form satisfactory to the Company and the
     Trustee duly executed by, the holder thereof or such holder's attorney duly
     authorized in writing);

          (10) that holders will be entitled to withdraw all or any portion of
     Securities tendered if the Company (or its paying agent) receives, not
     later than the close of
<PAGE>

                                                                              13

     business on the fifth Business Day next preceding the Expiration Date, a
     telegram, telex, facsimile transmission or letter setting forth the name of
     the holder, the principal amount of the Security the holder tendered, the
     certificate number of the Security the holder tendered and a statement that
     such holder is withdrawing all or a portion of such holder's tender;

          (11) that (a) if Securities in an aggregate principal amount less than
     or equal to the Purchase Amount are duly tendered and not withdrawn
     pursuant to the Offer to Purchase, the Company shall purchase all such
     Securities and (b) if Securities in an aggregate principal amount in excess
     of the Purchase Amount are tendered and not withdrawn pursuant to the Offer
     to Purchase, the Company shall purchase Securities having an aggregate
     principal amount equal to the Purchase Amount on a pro rata basis (with
     such adjustments as may be deemed appropriate so that only Securities in
     denominations of $1,000 of principal amount or integral multiples thereof
     shall be purchased); and

          (12) that in the case of any holder whose Security is purchased only
     in part, the Company shall execute and the Trustee shall authenticate and
     deliver to the holder of such Security without service charge, a new
     Security or Securities, of any authorized denomination as requested by such
     holder, in an aggregate principal amount equal to and in exchange for the
     unpurchased portion of the Security so tendered.

An Offer to Purchase shall be governed by and effected in accordance with the
provisions above pertaining to any Offer.

          "Officer" means the Chief Executive Officer, the Executive Vice
President, the Chief Financial Officer, the Chief Operating Officer, the
President, any Vice President, the Treasurer or any Secretary of the Company or
a Subsidiary of the Company, as the case may be.

          "Officers' Certificate" means a certificate signed by two Officers.

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

          "Parent Guarantee" means the guarantee of the obligations with respect
to the Securities issued by the Parent Guarantor pursuant to the terms of this
Indenture, such Parent Guarantee having subordination provisions equivalent to
those contained in this Indenture with respect to the Securities and being
substantially in the form prescribed in this Indenture.

          "Parent Guarantor" means Tritel, Inc. and any successors or assigns
permitted under this Indenture.

          "Permitted Asset Swap" means any exchange of assets by the Company or
a Restricted Subsidiary where the Company and/or its Restricted Subsidiaries
receive consideration at least 75% of which consists of (1) cash, (2) assets
that are used or useful in a Permitted Business or (3) any combination thereof.

          "Permitted Business" means:

          (1) the delivery or distribution of telecommunications, voice, data or
     video services; or

          (2) any business or activity reasonably related or ancillary thereto,
     including, without limitation, any business conducted by the Company or any
     Restricted Subsidiary
<PAGE>

                                                                              14

     on the date of this Indenture and the acquisition, holding or exploitation
     of any license relating to the delivery of the services described in clause
     (1) above.

          "Permitted Holder" means:

          (1)  each of AT&T Wireless, TWR Cellular, the Cash Equity Investors,
     the Management Stockholders, Digital PCS, L.L.C, Wireless 2000, Inc. and
     any of their respective Affiliates and the respective successors (by
     merger, consolidation, transfer or otherwise) to all or substantially all
     of the respective businesses and assets of any of the foregoing; provided
                                                                      --------
     that Triton PCS, Inc. shall be deemed an Affiliate of AT&T Wireless so long
     as AT&T Wireless owns at least 10% of the equity interests of Triton PCS,
     Inc.; and

          (2)  any "person" or "group" (as such terms are used in Sections 13(d)
     and 14(d) of the Exchange Act) controlled by one or more persons identified
     in clause (1) above.

          "Permitted Investments" means:

          (1)  Investments in Cash Equivalents;

          (2)  Investments representing Capital Stock or obligations issued to
     the Company or any Restricted Subsidiary in the course of the good faith
     settlement of claims against any other Person or by reason of a composition
     or readjustment of debt or a reorganization of any debtor of the Company or
     any Restricted Subsidiary;

          (3)  deposits including interest-bearing deposits, maintained in the
     ordinary course of business in banks;

          (4)  any Investment in any Person; provided, however, that, after
                                             --------  -------
     giving effect to such Investment, such Person is or becomes a Restricted
     Subsidiary or such Person is merged, consolidated or amalgamated with or
     into, or transfers or conveys substantially all of its assets to, or is
     liquidated into, the Company or a Restricted Subsidiary;

          (5)  trade receivables and prepaid expenses, in each case arising in
     the ordinary course of business; provided, however, that such receivables
                                      --------  -------
     and prepaid expenses would be recorded as assets of such Person in
     accordance with GAAP;

          (6)  endorsements for collection or deposit in the ordinary course of
     business by such Person of bank drafts and similar negotiable instruments
     of such other Person received as payment for ordinary course of business
     trade receivables;

          (7)  any interest rate agreements with an unaffiliated Person
     otherwise permitted by clause (5) or (6) of paragraph (a) of Section 4.03;

          (8)  Investments received as consideration for an Asset Disposition in
     compliance with the provisions of this Indenture described under Section
     4.06;

          (9)  loans or advances to employees of the Company or any Restricted
     Subsidiary in the ordinary course of business in an aggregate amount not to
     exceed $5,000,000 in the aggregate at any one time outstanding;

          (10) any Investment acquired by the Company or any of its Restricted
     Subsidiaries as a result of a foreclosure by the Company or any of its
     Restricted Subsidiaries or in connection with the settlement of any
     outstanding Indebtedness or trade payable;
<PAGE>

                                                                              15

          (11) loans and advances to officers, directors and employees for
     business-related travel expense, moving expense and other similar expenses,
     each Incurred in the ordinary course of business;

          (12) any Investment for which the sole consideration is Qualified
          Stock; and

          (13) other Investments (with each such Investment being valued as of
     the date made and without giving effect to subsequent changes in value) in
     an aggregate amount not to exceed $15,000,000 at any one time outstanding.

          "Permitted Junior Securities" means (1) Equity Interests in the
Company or any Guarantor; or (2) debt securities that are subordinated to all
Senior Indebtedness and to any debt securities issued in exchange for Senior
Indebtedness, to substantially the same extent as, or to a greater extent than,
the Securities and the Guarantees are subordinated to Senior Indebtedness under
this Indenture.

          "Permitted Liens" means:
           ---------------

          (a) Liens to secure Indebtedness permitted to be Incurred under clause
(2) of Section 4.03(a);

          (b) Liens to secure Indebtedness permitted to be Incurred under clause
(3) of Section 4.03(a); provided that any such Lien may not extend to any
                        --------
property of the Company or any Restricted Subsidiary, other than the property
acquired, constructed or leased with the proceeds of such Indebtedness and any
improvements or accessions to such property;

          (c) Liens to secure FCC Debt permitted to be Incurred under clause (9)
of Section 4.03(a) and any interest or title of a lessor in the property subject
to a Capitalized Lease Obligation permitted to be Incurred under clause (8) of
Section 4.03(a);

          (d) Liens consisting of the interests of other Persons under operating
leases entered into in the ordinary course of business by the Company or a
Restricted Subsidiary;

          (e) Liens granted by a Restricted Subsidiary to secure Indebtedness
owing to the Company or another Restricted Subsidiary;

          (f) Liens securing Hedging Agreements so long as such Hedging
Agreements relate to Indebtedness that is, and is permitted to be Incurred under
Section 4.03, secured by a Lien on the same property covered by such Hedging
Agreements;

          (g) Liens arising from the rendering of a final judgment or order that
does not at the time constitute an Event of Default;

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

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

                                                                              16

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

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

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

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

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

          (o) Liens existing on the date of issue of the Securities not
otherwise described in clauses (a) through (n) above;

          (p) Liens not otherwise described in clauses (a) through (o) above on
the property of any Restricted Subsidiary that is not a Subsidiary Guarantor to
secure any Indebtedness permitted to be Incurred by such Restricted Subsidiary
pursuant to Section 4.03; and

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

          (1) the outstanding principal amount, or, if greater, the committed
     amount, of the Indebtedness secured by Liens described under clause (b),
     (c), (k), (l), (o) or (p) above, as the case may be, at the time the
     original Lien became a Permitted Lien under this Indenture, and
<PAGE>

                                                                              17

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

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

          "Plan of Liquidation" means, with respect to any Person, a plan
(including by operation of law) that provides for, contemplates, or the
effectuation of which is preceded or accompanied by (whether or not
substantially contemporaneously):

          (1) the sale, lease, conveyance or other disposition of all or
     substantially all of the assets of such Person; and

          (2) the distribution of all or substantially all of the proceeds of
     such sale, lease, conveyance or other disposition and all or substantially
     all of the remaining assets of such Person to holders of Capital Stock of
     such Person.

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

          "principal" of a Security means the principal of the Security plus the
premium, if any, payable on the Security which is due or overdue or is to become
due at the relevant time.

          "Private Exchange Securities" means, collectively, debt securities of
the Company that are identical in all material respects to the Exchange
Securities, except for transfer restrictions relating to such Private Exchange
Securities, issued by the Company (under the same indenture as the Exchange
Securities) simultaneously with the delivery of the Exchange Securities in the
Exchange Offer to any Securityholder that holds any Securities acquired by it
that have, or that are reasonably likely to be determined to have, the status of
an unsold allotment in an initial distribution, or to any Securityholder that is
not entitled to participate in the Exchange Offer, upon the request of any such
holder, in exchange for a like aggregate principal amount of Securities held by
such holder.

          "Public Sale" means any underwritten public offering, made on a
primary basis pursuant to a registration statement filed with, and declared
effective by, the Commission in accordance with the Securities Act.

          "Purchase Amount" means the aggregate principal amount of the
outstanding Securities offered to be purchased by the Company pursuant to any
Offer to Purchase (including, if less than 100%, the manner by which such amount
has been determined pursuant to a specified provision of this Indenture
requiring such Offer to Purchase).

          "Purchase Date" means the settlement date with respect to any Offer to
Purchase.

          "Purchase Money Indebtedness" means any Indebtedness (including,
without limitation, Capital Lease Obligations); provided that the net proceeds
                                                --------
of such Indebtedness are utilized solely for the purpose of financing the cost
(including, without limitation, the cost of design, development, site
acquisition, construction, integration, handset manufacture or
<PAGE>

                                                                              18

acquisition or microwave relocation) of assets used or usable in a Permitted
Business (including, without limitation, through the acquisition of Capital
Stock of an entity engaged in a Permitted Business).

          "Purchase Price" means, with respect to any Offer to Purchase, the
purchase price to be paid by the Company for each $1,000 aggregate principal
amount of Securities accepted for payment (as specified pursuant to this
Indenture).

          "Qualified License" means, as of the date of determination, any
License covering or adjacent to any geographical area in respect of which the
Company or any Restricted Subsidiary owns, as of the Business Day immediately
prior to such date of determination, at least one other License covering a
substantial portion of such area.

          "Qualified Stock" means any Capital Stock of the Company other than
Disqualified Stock.

          "Refinance" means refinance, renew, extend, replace or refund; and
"Refinancing" and "Refinanced" have correlative meanings.

          "Refinancing Indebtedness" means Indebtedness that is Incurred to
refund, refinance, replace, renew, repay or extend (including pursuant to any
defeasance or discharge mechanism) any Indebtedness of the Company or any
Restricted Subsidiary existing on the date of this Indenture or Incurred in
compliance with this Indenture (including Indebtedness of the Company that
Refinances Refinancing Indebtedness); provided, however, that:
                                      --------  -------

          (1) the Refinancing Indebtedness has a Stated Maturity no earlier than
     the Stated Maturity of the Indebtedness being Refinanced;

          (2) the Refinancing Indebtedness has an Average Life at the time such
     Refinancing Indebtedness is Incurred that is equal to or greater than the
     Average Life of the Indebtedness being Refinanced;

          (3) such Refinancing Indebtedness is Incurred in an aggregate
     principal amount (or if issued with original issue discount, an aggregate
     issue price) that is equal to or less than the aggregate principal amount
     (or if issued with original issue discount, the aggregate accreted value)
     then outstanding of the Indebtedness being Refinanced plus the amount of
     any premium required to be paid in connection with such Refinancing
     pursuant to the terms of the Indebtedness being Refinanced or the amount of
     any premium reasonably determined by the issuer of such Indebtedness as
     necessary to accomplish such Refinancing by means of a tender offer,
     exchange offer or privately negotiated repurchase, plus the expenses of
     such issuer reasonably Incurred in connection therewith; and

          (4) if the Indebtedness being Refinanced is pari passu with the
                                                      ---- -----
     Securities, such Refinancing Indebtedness is made pari passu with, or
                                                       ---- -----
     subordinate in right of payment to, the Securities, and, if the
     Indebtedness being Refinanced is subordinate in right of payment to the
     Securities, such Refinancing Indebtedness is subordinate in right of
     payment to the Securities on terms no less favorable to the holders of
     Securities than those contained in the Indebtedness being Refinanced;

provided further, however, that Refinancing Indebtedness shall not include
-------- -------  -------

          (A) Indebtedness of a Restricted Subsidiary that Refinances
     Indebtedness of the Company; or
<PAGE>

                                                                              19

          (B) Indebtedness of the Company or a Restricted Subsidiary that
     Refinances Indebtedness of an Unrestricted Subsidiary.

          "Representative" means the trustee, agent or representative (if any)
for an issue of Senior Indebtedness.

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

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

          "Secured Indebtedness" means any Indebtedness of the Company secured
by a Lien. "Secured Indebtedness" of a Guarantor has a correlative meaning.

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

          "Security" or "Securities" means any Security or Securities issued
under this Indenture, including any Initial Security or Initial Securities or
any Exchange Security or Exchange Securities or any Private Exchange Security or
Private Exchange Securities issued in exchange therefor in connection with an
Exchange Offer undertaken pursuant to the Exchange and Registration Rights
Agreement.

          "Securityholder" or "Holder" means the Person in whose name a Security
is registered on the registrar's books.

          "Senior Indebtedness" of the Company means the principal of, premium
(if any) and accrued and unpaid interest (including interest accruing on or
after the filing of any petition in bankruptcy or for reorganization of the
Company, regardless of whether or not a claim for post-filing interest is
allowed in such proceedings) on, and fees and other amounts owing in respect of
Bank Indebtedness and all other Indebtedness of the Company, including FCC Debt,
whether outstanding on the date of this Indenture or thereafter Incurred, unless
in the instrument creating or evidencing the same or pursuant to which the same
is outstanding it is provided that such obligations are not superior in right of
payment to the Securities; provided, however, that Senior Indebtedness shall not
                           --------  -------
include:

          (1)  any obligation of the Company to any Subsidiary of the Company;

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

          (3)  any accounts payable or other liability to trade creditors
     arising in the ordinary course of business (including guarantees thereof or
     instruments evidencing such liabilities);

          (4)  any Indebtedness or obligation of the Company, and any accrued
     and unpaid interest in respect thereof, that by its terms is subordinate or
     junior in any respect to any other Indebtedness or obligation of the
     Company, including any Senior Subordinated Indebtedness of the Company and
     any Subordinated Indebtedness of the Company;

          (5)  any obligations with respect to any Capital Stock; or
<PAGE>

                                                                              20

          (6) any Indebtedness Incurred in violation of this Indenture.

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

          "Senior Subordinated Indebtedness" of the Company means the
Securities, the Discount Notes and any other Indebtedness of the Company that
specifically provides that such Indebtedness is to rank pari passu with the
                                                        ---- -----
Securities in right of payment and is not subordinated by its terms in right of
payment to any Indebtedness or other obligation of the Company which is not
Senior Indebtedness. "Senior Subordinated Indebtedness" of a Guarantor has a
correlative meaning.

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

          "Special Purpose Subsidiary" means any License Subsidiary.

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

          "Stockholders' Agreement" means the Stockholders' Agreement dated as
of November 13, 2000, among AT&T Wireless, the Cash Equity Investors, the
Management Stockholders, E. B. Martin, Jr., William M. Mounger II and Holdings,
as such agreement may be amended from time to time in accordance with the
provisions of such agreement, so long as the terms of any such amendment are no
less favorable to the Securityholders than the terms of the Stockholders'
Agreement in effect on the date of this Indenture.

          "Strategic Equity Investor" means any of the Cash Equity Investors,
any Affiliate thereof, any other Person engaged in a Permitted Business whose
Total Equity Market Capitalization exceeds $500,000,000 or any other Person who
has at least $100,000,000 total funds under management and who has issued an
irrevocable, unconditional commitment to purchase Qualified Stock of the Company
for an aggregate purchase price that does not exceed 20% of the value of the
funds under management by such Person.

          "Subordinated Indebtedness" means any Indebtedness of the Company or
any Guarantor (whether outstanding on the date of this Indenture or thereafter
Incurred) which is by its terms expressly subordinate or junior in right of
payment to the Securities or the Guarantee of such Guarantor, as the case may
be.

          "Subsidiary" of any Person means:

          (1) a corporation more than 50% of the outstanding Voting Stock of
     which is owned, directly or indirectly, by such Person or by one or more
     other Subsidiaries of such Person or by such Person and one or more other
     Subsidiaries thereof; or

          (2) any other Person (other than a corporation) in which such Person,
     or one or more other Subsidiaries of such Person or such Person and one or
     more other Subsidiaries thereof, directly or indirectly, has at least a
     majority ownership and voting power relating to the policies, management
     and affairs thereof.
<PAGE>

                                                                              21

          "Subsidiary Guarantee" means each guarantee of the obligations with
respect to the Securities issued by a Subsidiary of the Company pursuant to the
terms of this Indenture, each such Subsidiary Guarantee having subordination
provisions equivalent to those contained in this Indenture with respect to the
Securities and being substantially in the form prescribed in this Indenture.

          "Subsidiary Guarantor" means any Subsidiary of the Company that has
issued a Subsidiary Guarantee.

          "System" means, as to any Person, assets constituting a radio
communications system authorized under the rules for wireless communications
services (including any license and the network, marketing, distribution, sales,
customer interface and operations and functions relating thereof) owned and
operated by such Person.

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

          "Total Assets" means the total assets of the Company, as shown on the
most recent quarterly balance sheet of the Company.

          "Total Consolidated Indebtedness" means, at any date of determination,
an amount equal to:

          (1) the accreted value of all Indebtedness, in the case of any
     Indebtedness issued with original issue discount; plus

          (2) the principal amount of all Indebtedness, in the case of any other
     Indebtedness,

of the Company and its Restricted Subsidiaries outstanding as of the date of
determination.

          "Total Equity Market Capitalization" of any Person means, as of any
day of determination, the sum of (a) the product of (1) the aggregate number of
outstanding primary shares of common stock of such Person on such day (which
shall not include any options or warrants on, or securities convertible or
exchangeable into, shares of common stock of such Person) multiplied by (2) the
average closing price of such common stock listed on a national securities
exchange or the Nasdaq National Market System over the 20 consecutive Business
Days immediately preceding such day plus (b) the liquidation value of any
outstanding shares of Preferred Stock of such Person on such day.

          "Total Invested Capital" means, as of any date of determination, the
sum of, without duplication:

          (1) the total amount of equity contributed to the Company as of
     September 30, 2000 as set forth on the September 30, 2000 consolidated
     balance sheet of the Company; plus

          (2) irrevocable, unconditional commitments from any Strategic Equity
     Investor to purchase Capital Stock of the Company (other than Disqualified
     Stock) within 36 months of the date of issuance of such commitment, but in
     any event not later than the Stated Maturity of the Securities; provided,
                                                                     --------
     however, that such commitments shall exclude commitments related to any
     -------
     Investment in any Person incorporated, formed or created for the purpose of
     acquiring one or more Qualified Licenses unless such Person shall become a
     Restricted Subsidiary; plus
<PAGE>

                                                                              22

          (3) the aggregate net cash proceeds received by the Company from
     capital contributions or the issuance or sale of Capital Stock of the
     Company (other than Disqualified Stock, but including Qualified Stock
     issued upon the conversion of convertible Indebtedness or upon the exercise
     of options, warrants or rights to purchase Qualified Stock) subsequent to
     the date of this Indenture, other than issuances or sales of Capital Stock
     to a Restricted Subsidiary and other than capital contributions from, or
     issuances or sales of Capital Stock to, any Strategic Equity Investor in
     connection with (a) any Investment in any Person incorporated, formed or
     created for the purpose of acquiring one or more Qualified Licenses and (b)
     any Investment in any Person engaged in a Permitted Business, unless, in
     either case, such Person shall become a Restricted Subsidiary; provided,
                                                                    --------
     however, such aggregate net cash proceeds shall exclude any amounts
     -------
     included as commitments to purchase Capital Stock in the preceding clause
     (2); plus

          (4) the Fair Market Value of assets that are used or useful in a
     Permitted Business or of the Capital Stock of a Person engaged in a
     Permitted Business received by the Company as a capital contribution or in
     exchange for Capital Stock of the Company (other than Disqualified Stock)
     subsequent to September 30, 2000, other than (x) capital contributions from
     a Restricted Subsidiary or issuance or sales of Capital Stock of the
     Company to a Restricted Subsidiary or (y) the proceeds from the sale of
     Qualified Stock to an employee stock ownership plan or other trust
     established by the Company or any of its subsidiaries; plus

          (5) the aggregate net cash proceeds received by the Company or any
     Restricted Subsidiary from the sale, disposition or repayment of any
     Investment made after the date of this Indenture and constituting a
     Restricted Payment in an amount equal to the lesser of (a) the return of
     capital with respect to such Investment and (b) the initial amount of such
     Investment, in either case, less the cost of the disposition of such
     Investment; plus

          (6) an amount equal to the consolidated Net Investment of the Company
     and/or any of its Restricted Subsidiaries in any Subsidiary that has been
     designated as an Unrestricted Subsidiary after the date of this Indenture
     upon its redesignation as a Restricted Subsidiary in accordance with
     Section 4.13; plus

          (7) Total Consolidated Indebtedness; minus

          (8) the aggregate amount of all Restricted Payments (including any
     Designation Amount, but other than a Restricted Payment of the type
referred to in clause (3)(b) of paragraph (c) of Section 4.04) declared or made
on or after the date of this Indenture.

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

          "Trust Officer" means the Chairman of the Board of Directors, the
President or any other officer or assistant officer of the Trustee assigned by
the Trustee to administer its corporate trust matters.

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

          "Unrestricted Subsidiary" means (1) any Subsidiary of the Company
(other than an Ineligible Subsidiary) designated after the date of this
Indenture as such pursuant to, and in compliance with, Section 4.13 and (2) any
Marketing Affiliate. Any such designation of any Subsidiary of the Company may
be revoked by a resolution of the board of directors of the
<PAGE>

                                                                              23


Company delivered to the Trustee certifying compliance with Section 4.13,
subject to the provisions of Section 4.13.

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

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

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

          SECTION 1.02. Other Definitions
                        -----------------

<TABLE>
<CAPTION>
                                                              Defined in
                      Term                                      Section
                      ----                                   -------------
<S>                                                          <C>
"Change of Control Offer"..................................       4.04(b)
"covenant defeasance option"...............................       8.01(b)
"cross acceleration provision".............................       6.01
"Designation Amount".......................................       4.13
"Event of Default".........................................       6.01
"Guaranteed Obligations"...................................      11.01
"judgment default provision"...............................       6.01
"legal defeasance option"..................................       8.01(b)
"Non-Payment Event of Default".............................      10.03
"Notice of Default"........................................       6.01
"Paying Agent".............................................       2.03
"Payment Blockage Notice"..................................      10.03
"Payment Event of Default".................................      10.03
"protected purchaser"......................................       2.07
"Registrar"................................................       2.03
"Revocation"...............................................       4.13
"Surviving Entity".........................................       5.01(a)
</TABLE>


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

          "indenture securities" means the Securities and the Guarantees.

          "indenture security holder" means a Holder or Securityholder.

          "indenture to be qualified" means this Indenture.

          "indenture trustee" or "institutional trustee" means the Trustee.
<PAGE>

                                                                              24

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

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

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

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

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

          (3) "or" is not exclusive;

          (4) "including" means including without limitation;

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

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

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

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

                                   ARTICLE 2

                                The Securities
                                --------------

          SECTION 2.01. Form and Dating. Provisions relating to the Initial
                        ---------------
Securities, the Private Exchange Securities and the Exchange Securities are set
forth in the Appendix, which is hereby incorporated in and expressly made a part
of this Indenture. The (i) Initial Securities and the Trustee's certificate of
authentication and (ii) Private Exchange Securities and the Trustee's
certificate of authentication shall each be substantially in the form of Exhibit
A hereto, which is hereby incorporated in and expressly made a part of this
Indenture. The Exchange Securities and the Trustee's certificate of
authentication shall each be substantially in the form of Exhibit B hereto,
which is hereby incorporated in and expressly made a part of this Indenture. The
Securities may have notations, legends or endorsements required by law, stock
exchange rule, agreements to which the Company or any Guarantor is subject, if
any, or usage (provided that any such notation, legend or endorsement is in a
form acceptable to the Company). Each Security shall be dated the date of its
authentication. The Securities shall be issuable only in registered form without
interest coupons and only in denominations of $1,000 of principal amount and
integral multiples thereof.

          SECTION 2.02. Execution and Authentication. One or more Officers shall
                        ----------------------------
sign the Securities for the Company by manual or facsimile signature.
<PAGE>

                                                                              25

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

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

          The Trustee shall authenticate and make available for delivery
Securities for original issue in an aggregate principal amount of $450,000,000
and otherwise as set forth in the Appendix.

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

          SECTION 2.03. Registrar and Paying Agent. The Company shall maintain
                        --------------------------
an office or agency where Securities may be presented for registration of
transfer or for exchange (the "Registrar") and an office or agency where
Securities may be presented for payment (the "Paying Agent"). The Registrar
shall keep a register of the Securities and of their transfer and exchange. The
Company may have one or more co-registrars and one or more additional paying
agents. The term "Paying Agent" includes any additional paying agent, and the
term "Registrar" includes any co-registrars. The Company initially appoints the
Trustee as (i) Registrar and Paying Agent in connection with the Securities and
(ii) the Securities Custodian (as defined in the Appendix) with respect to the
Global Securities (as defined in the Appendix).

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

          The Company may remove any Registrar or Paying Agent upon written
notice to such Registrar or Paying Agent and to the Trustee; provided, however,
                                                             --------  -------
that no such removal shall become effective until (1) acceptance of an
appointment by a successor as evidenced by an appropriate agreement entered into
by the Company and such successor Registrar or Paying Agent, as the case may be,
and delivered to the Trustee or (2) notification to the Trustee that the Company
or the Trustee shall serve as Registrar or Paying Agent until the appointment of
a successor in accordance with clause (1) above. The Registrar or Paying Agent
may resign at any time upon written notice; provided, however, that the Trustee
                                            --------  -------
may resign as Registrar or Paying Agent only if the Trustee also resigns as
Trustee in accordance with Section 7.08.

          SECTION 2.04. Paying Agent To Hold Money in Trust. Prior to each due
                        -----------------------------------
date of the principal and interest on any Security, the Company shall deposit
with the Paying Agent (or if the Company or a Subsidiary is acting as Paying
Agent, segregate and hold in trust for the benefit of the Persons entitled
thereto) a sum sufficient to pay such principal and interest then so becoming
due. The Company shall require each Paying Agent (other than the Company or the
Trustee) to agree in writing that the Paying Agent shall hold in trust for the
benefit of Securityholders or the Trustee all money held by the Paying Agent for
the payment of principal of or interest on the Securities and shall notify the
Trustee of any default by the Company in
<PAGE>

                                                                              26

making any such payment. If the Company or a Subsidiary of the Company acts as
Paying Agent, it shall segregate the money held by it as Paying Agent and hold
it as a separate trust fund. The Company at any time may require a Paying Agent
to pay all money held by it to the Trustee and to account for any funds
disbursed by the Paying Agent. Upon complying with this Section, the Paying
Agent shall have no further liability for the money delivered to the Trustee.

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

          SECTION 2.06. Transfer and Exchange. The Securities shall be issued in
                        ---------------------
registered form and shall be transferable only upon the surrender of a Security
for registration of transfer and in compliance with the Appendix. When a
Security is presented to the Registrar with a request to register a transfer,
the Registrar shall register the transfer as requested if the requirements of
Section 8-401(a)(l) of the Uniform Commercial Code are met. When Securities are
presented to the Registrar with a request to exchange them for an equal
principal amount of Securities of other denominations, the Registrar shall make
the exchange as requested if the same requirements are met. To permit
registration of transfers and exchanges, the Company shall execute and the
Trustee shall authenticate Securities (in the form of Exhibit A or Exhibit B, as
appropriate) at the Registrar's request. The Company may require payment of a
sum sufficient to pay all taxes, assessments or other governmental charges in
connection with any transfer or exchange pursuant to this Section 2.06. The
Company shall not be required to make and the Registrar need not register
transfers or exchanges of Securities selected for redemption (except, in the
case of Securities to be redeemed in part, the portion thereof not to be
redeemed) or any Securities for a period of 15 days before a selection of
Securities to be redeemed.

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

          Any Holder of a Global Security shall, by acceptance of such Global
Security, agree that transfers of beneficial interest in such Global Security
may be effected only through a book-entry system maintained by (i) the Holder of
such Global Security (or its agent) or (ii) any Holder of a beneficial interest
in such Global Security, and that ownership of a beneficial interest in such
Global Security shall be required to be reflected in a book entry.

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

          SECTION 2.07. Replacement Securities. If a mutilated Security is
                        ----------------------
surrendered to the Registrar or if the Holder of a Security claims that the
Security has been lost, destroyed or wrongfully taken, the Company shall issue
and the Trustee shall authenticate a replacement Security if the requirements of
Section 8-405 of the Uniform Commercial Code are met, such that the Holder (i)
satisfies the Company and the Trustee within a reasonable time after such Holder
has notice of such loss, destruction or wrongful taking and the Registrar does
not register a transfer prior to receiving such notification, (ii) makes such
request to the Company or the Trustee prior to the Security being acquired by a
protected purchaser as defined in Section 8-303
<PAGE>

                                                                              27

of the Uniform Commercial Code (a "protected purchaser") and (iii) satisfies any
other reasonable requirements of the Trustee. If required by the Company or the
Trustee, such Holder shall furnish an indemnity bond sufficient in the judgment
of the Company and the Trustee to protect the Company, the Trustee, the Paying
Agent and the Registrar from any loss that any of them may suffer if a Security
is replaced. The Company and the Trustee may charge the Holder for their
expenses in replacing a Security. In the event any such mutilated, lost,
destroyed or wrongfully taken Security has become or is about to become due and
payable, the Company in its discretion may pay such Security instead of issuing
a new Security in replacement thereof.

          Every replacement Security is an additional obligation of the Company.

          The provisions of this Section 2.07 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, lost, destroyed or wrongfully taken
Securities.

          SECTION 2.08. Outstanding Securities. Securities outstanding at any
                        ----------------------
time are all Securities authenticated by the Trustee except for those canceled
by it, those delivered to it for cancelation and those described in this Section
2.08 as not outstanding. Subject to Section 14.06, a Security does not cease to
be outstanding because the Company or an Affiliate of the Company holds the
Security.

          If a Security is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee and the Company receive proof satisfactory to
them that the replaced Security is held by a protected purchaser.

          If the Paying Agent segregates and holds in trust, in accordance with
this Indenture, on a redemption date or maturity date money sufficient to pay
all principal and interest and liquidated damages payable on that date with
respect to the Securities (or portions thereof) to be redeemed or maturing, as
the case may be, and the Paying Agent is not prohibited from paying such money
to the Securityholders on that date pursuant to the terms of this Indenture,
then on and after that date such Securities (or portions thereof) cease to be
outstanding and interest on them ceases to accrue.

          SECTION 2.09. Temporary Securities. In the event that Definitive
                        --------------------
Securities (as defined in the Appendix) are to be issued under the terms of this
Indenture, until such Definitive Securities are ready for delivery, the Company
may prepare and the Trustee shall authenticate temporary Securities. Temporary
Securities shall be substantially in the form of Definitive Securities but may
have variations that the Company considers appropriate for temporary Securities.
Without unreasonable delay, the Company shall prepare and the Trustee shall
authenticate Definitive Securities and deliver them in exchange for temporary
Securities upon surrender of such temporary Securities at the office or agency
of the Company, without charge to the Holder.

          SECTION 2.10. Cancelation. The Company at any time may deliver
                        -----------
Securities to the Trustee for cancelation. The Registrar and the Paying Agent
shall forward to the Trustee any Securities surrendered to them for registration
of transfer, exchange or payment. The Trustee and no one else shall cancel all
Securities surrendered for registration of transfer, exchange, payment or
cancelation and deliver canceled Securities to the Company pursuant to written
direction by an Officer. The Company may not issue new Securities to replace
Securities it has redeemed, paid or delivered to the Trustee for cancelation.
The Trustee shall not authenticate Securities in place of canceled Securities
other than pursuant to the terms of this Indenture.

          SECTION 2.11. Defaulted Interest. If the Company defaults in a payment
                        ------------------
of interest on the Securities, the Company shall pay the defaulted interest
(plus interest on such
<PAGE>

                                                                              28

defaulted interest to the extent lawful) in any lawful manner. The Company may
pay the defaulted interest to the Persons who are Securityholders on a
subsequent special record date. The Company shall fix or cause to be fixed any
such special record date and payment date to the reasonable satisfaction of the
Trustee and shall promptly mail or cause to be mailed to each Securityholder a
notice that states the special record date, the payment date and the amount of
defaulted interest to be paid.

          SECTION 2.12. CUSIP Numbers. The Company in issuing the Securities may
                        -------------
use CUSIP numbers (if then generally in use) and, if so, the Trustee shall use
CUSIP numbers in notices of redemption solely as a convenience to Holders;
provided, however, that any such notice may state that (i) none of the Company,
--------  -------
any Subsidiary Guarantor, the Trustee or the Paying Agent shall be responsible
for selection or use of such CUSIP numbers, (ii) no representation is made as to
the correctness of such CUSIP numbers either as printed on the Securities or as
contained in any notice of a redemption and (iii) reliance may be placed only on
the other identification numbers printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.

                                   ARTICLE 3

                                  Redemption
                                  ----------

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

          The Company shall give each notice to the Trustee provided for in this
Section 3.01 at least 60 days before the redemption date unless the Trustee
consents to a shorter period. Such notice shall be accompanied by an Officers'
Certificate (which Officers' Certificate shall comply with the requirements of
Section 14.04(1) and 14.05) and an Opinion of Counsel (which Opinion of Counsel
shall comply with the requirements of Section 14.04(2) and 14.05) from the
Company to the effect that such redemption will comply with the conditions
herein. If fewer than all the Securities are to be redeemed, the record date
relating to such redemption shall be selected by the Company and given to the
Trustee, which record date shall be not fewer than 15 days after the date of
notice to the Trustee. Any such notice may be canceled at any time prior to
notice of such redemption being mailed to any Holder and shall thereby be void
and of no effect.

          SECTION 3.02. Selection of Securities To Be Redeemed. If fewer than
                        --------------------------------------
all the Securities are to be redeemed, the Trustee shall select the Securities
to be redeemed pro rata or by lot or by a method that complies with applicable
legal and securities exchange requirements, if any, and that the Trustee in its
sole discretion shall deem to be fair and appropriate and in accordance with
methods generally used at the time of selection by fiduciaries in similar
circumstances. The Trustee shall make the selection from outstanding Securities
not previously called for redemption. The Trustee may select for redemption
portions of the principal amount of Securities that have denominations larger
than $1,000. Securities and portions thereof the Trustee selects shall be in
amounts of $1,000 of principal amount or a whole multiple of $1,000 thereof.
Provisions of this Indenture that apply to Securities called for redemption also
apply to portions of Securities called for redemption. The Trustee shall notify
the Company promptly of the Securities or portions of Securities to be redeemed.

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

                                                                              29

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

          (1) the redemption date;

          (2) the redemption price and the amount of accrued interest to the
     redemption

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

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

          (5) if fewer than all the outstanding Securities are to be redeemed,
     the certificate numbers of certificated securities and principal amounts of
     the particular Securities to be redeemed;

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

          (7) the CUSIP number, if any, printed on the Securities being
     redeemed; and

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

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

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

          SECTION 3.05. Deposit of Redemption Price. Prior to 10:00 a.m. on the
                        ---------------------------
redemption date, the Company shall deposit with the Paying Agent (or, if the
Company or a Subsidiary is the Paying Agent, shall segregate and hold in trust)
money sufficient to pay the redemption price of and accrued interest and
liquidated damages (if any) on all Securities to be redeemed on that date other
than Securities or portions of Securities called for redemption that have been
delivered by the Company to the Trustee for cancelation. On and after the
redemption date, interest will cease to accrue on Securities or portions thereof
called for redemption so long as the Company has deposited with the Paying Agent
funds sufficient to pay the principal of, plus accrued and unpaid interest and
liquidated damages (if any) on, the Securities to be redeemed.

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

                                                                              30

                                   ARTICLE 4

                                   Covenants
                                   ---------

          SECTION 4.01. Payment of Securities. The Company shall promptly pay
                        ---------------------
the principal of and interest on the Securities on the dates and in the manner
provided in the Securities and in this Indenture. Principal and interest shall
be considered paid on the date due if on such date the Trustee or the Paying
Agent holds in accordance with this Indenture money sufficient to pay all
principal and interest then due and the Trustee or the Paying Agent, as the case
may be, is not prohibited from paying such money to the Securityholders on that
date pursuant to the terms of this Indenture.

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

          SECTION 4.02. Provision of Financial Information. (a) Whether or not
                        ----------------------------------
required by the rules and regulations of the Commission, so long as any
Securities are outstanding, the Company shall furnish to the holders of
Securities:

          (1) all quarterly and annual financial information that would be
     required to be contained in a filing with the Commission on Forms 10-Q and
     10-K if the Company were required to file such forms, including a section
     entitled "Management's Discussion and Analysis of Financial Condition and
     Results of Operations" that describes the financial condition and results
     of operations of the Company and its consolidated Subsidiaries and, with
     respect to annual information only, a report thereon by the Company's
     certified independent accountants; and

          (2) all current reports that would be required to be filed with the
     Commission on Form 8-K if the Company were required to file such reports,
     in each case within the time period specified in the Commission's rules and
     regulations.

          (b) Following the consummation of the Exchange Offer contemplated by
the Exchange and Registration Rights Agreement, whether or not required by the
rules and regulations of the Commission, the Company shall file a copy of all
such information and reports specified in Sections 4.02(a)(1) and 4.02(a)(2)
with the Commission for public availability within the time periods specified in
the Commission's rules and regulations (unless the Commission will not accept
such a filing) and make such information available to prospective investors upon
request. In addition, the Company shall, for so long as any Securities remain
outstanding, furnish to the holders of Securities, upon request, the information
required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
The Company shall also comply with Section 314(a) of the TIA.

          SECTION 4.03. Limitation on Incurrence of Indebtedness. (a) The
                        ----------------------------------------
Company shall not, and shall not cause or permit any Restricted Subsidiary to,
directly or indirectly, Incur any Indebtedness (including Acquired
Indebtedness), except:

          (1) Indebtedness of the Company or any Subsidiary Guarantor if,
     immediately after giving effect to the Incurrence of such Indebtedness and
     the receipt and application of the net proceeds therefrom (including,
     without limitation, the application or use of the net proceeds therefrom to
     repay Indebtedness, consummate an Asset Acquisition or make any Restricted
     Payment):

               (a) the ratio of (x) Total Consolidated Indebtedness to (y)
          Annualized Pro Forma Consolidated Operating Cash Flow would be less
          than: 7.0 to 1.0; or
<PAGE>

                                                                              31

               (b) in the case of any Incurrence of Indebtedness prior to May
          15, 2004 only, Total Consolidated Indebtedness would be equal to or
          less than 75% of Total Invested Capital;

          (2)  Bank Indebtedness of the Company and its Restricted Subsidiaries
     in an aggregate principal amount not to exceed $1,000,000,000 at any time
     outstanding;

          (3)  Purchase Money Indebtedness;

          (4)  Indebtedness owed by the Company to any Restricted Subsidiary or
     Indebtedness owed by a Restricted Subsidiary to the Company or another
     Restricted Subsidiary; provided, however, that, upon either (a) the
                            --------  -------
     transfer or other disposition by such Restricted Subsidiary or the Company
     of any Indebtedness so permitted under this clause (4) to a Person other
     than the Company or another Restricted Subsidiary or (b) the issuance
     (other than of directors' qualifying shares), sale, transfer or other
     disposition of shares of Capital Stock or other ownership interests
     (including by consolidation or merger) of such Restricted Subsidiary to a
     Person other than the Company or another such Restricted Subsidiary, the
     exception provided by this clause (4) shall no longer be applicable to such
     Indebtedness and such Indebtedness shall be deemed to have been Incurred at
     the time of any such issuance, sale, transfer or other disposition, as the
     case may be;

          (5)  Indebtedness of the Company or any Restricted Subsidiary under
     any Hedging Agreement to the extent entered into to protect the Company or
     such Restricted Subsidiary from fluctuations in interest rates on any other
     Indebtedness permitted under this Indenture (including the Securities),
     currency exchange rates or commodity prices and not for speculative
     purposes;

          (6)  Refinancing Indebtedness Incurred to Refinance any Indebtedness
     Incurred under the prior clause (1) or (3) above, or (12) below, the
     Discount Notes, guarantees of the Discount Notes, the Securities, the
     Subsidiary Guarantees, Indebtedness existing on the date of this Indenture,
     or any Refinancing Indebtedness in respect of Refinancing Indebtedness
     Incurred pursuant to this clause (6);

          (7)  Indebtedness of the Company under the Securities and Indebtedness
     of the Subsidiary Guarantors under the Subsidiary Guarantees, in each case
     Incurred in accordance with this Indenture;

          (8)  Capital Lease Obligations of the Company or any Restricted
     Subsidiary in an aggregate principal amount not in excess of the greater of
     $50,000,000 or 5.0% of Total Assets at any time outstanding;

          (9)  FCC Debt assumed in connection with any acquisition after the
     date of this Indenture;

          (10) Indebtedness of the Company or any Restricted Subsidiary
     consisting of a guarantee of Indebtedness of the Company or a Restricted
     Subsidiary that was permitted to be Incurred by another provision of this
     Section 4.03;

          (11) Indebtedness of the Company or any Restricted Subsidiary in
     respect of statutory obligations, performance, surety or appeal bonds or
     other obligations of a like nature Incurred in the ordinary course of
     business;

          (12) Indebtedness of a Restricted Subsidiary existing at the time such
     Restricted Subsidiary was acquired by the Company (other than Indebtedness
     Incurred in
<PAGE>

                                                                              32

     connection with, or in contemplation of, the transaction or series of
     related transactions pursuant to which such Restricted Subsidiary was
     acquired by the Company); provided, however, that on the date such
                               --------  -------
     Restricted Subsidiary is acquired by the Company, the Company would have
     been able to Incur $1.00 of additional Indebtedness pursuant to clause (1)
     above after giving effect to the Incurrence of such Indebtedness pursuant
     to this clause (12) and the acquisition of such Restricted Subsidiary; and

          (13) Indebtedness of the Company not otherwise permitted to be
     Incurred pursuant to clauses (1) through (12) above which, together with
     any other outstanding Indebtedness Incurred pursuant to this clause (13),
     has an aggregate principal amount not in excess of $75,000,000 at any time
     outstanding.

          (b) Indebtedness of a Person existing at the time such Person becomes
a Restricted Subsidiary or which is secured by a Lien on an asset acquired by
the Company or a Restricted Subsidiary (whether or not such Indebtedness is
assumed by the acquiring person) shall be deemed Incurred at the time the Person
becomes a Restricted Subsidiary or at the time of the asset acquisition, as the
case may be.

          (c) For purposes of determining compliance with this Section 4.03:

          (1) in the event that an item of Indebtedness meets the criteria of
     more than one of the categories of Indebtedness permitted pursuant to
     clauses (1) through (13) above, the Company shall, in its sole discretion,
     be permitted to classify such item of Indebtedness in any manner that
     complies with this Section 4.03 and may from time to time reclassify such
     items of Indebtedness in any manner that would comply with this Section
     4.03 at the time of such reclassification;

          (2) Indebtedness permitted by this Section 4.03 need not be permitted
     solely by reference to one provision permitting such Indebtedness but may
     be permitted in part by one such provision and in part by one or more other
     provisions of this Section 4.03 permitting such Indebtedness;

          (3) in the event that Indebtedness meets the criteria of more than one
     of the types of Indebtedness described in this Section 4.03, the Company,
     in its sole discretion, shall classify such Indebtedness and only be
     required to include the amount of such Indebtedness in one of such clauses;
     and

          (4) accrual of interest (including interest paid-in-kind) and the
     accretion of accreted value shall not be deemed to be an Incurrence of
     Indebtedness for purposes of this Section 4.03.

          (d) Notwithstanding any other provision of this Section 4.03:

          (1) the maximum amount of Indebtedness that the Company or any
     Restricted Subsidiary may Incur pursuant to this Section 4.03 shall not be
     deemed to be exceeded solely as a result of fluctuations in the exchange
     rates of currencies; and

          (2) Indebtedness Incurred pursuant to the Credit Agreement prior to or
     on the date of this Indenture shall be treated as Incurred pursuant to
     clause (2) of paragraph (a) of this Section 4.03.
<PAGE>

                                                                              33

          SECTION 4.04. Limitation on Restricted Payments. (a) The Company shall
                        ----------------------------------
not, and shall not cause or permit any Restricted Subsidiary to, directly or
indirectly, on or prior to December 31, 2002;

          (1)  declare or pay any dividend, or make any distribution of any kind
     or character (whether in cash, property or securities), in respect of any
     class of Capital Stock of the Company, excluding any dividends or
     distributions payable solely in shares of Qualified Stock of the Company or
     in options, warrants or other rights to acquire Qualified Stock of the
     Company;

          (2)  purchase, redeem or otherwise acquire or retire for value any
     shares of Capital Stock of the Company, any options, warrants or rights to
     purchase or acquire such shares or any securities convertible or
     exchangeable into such shares (other than any such shares of Capital Stock,
     options, warrants, rights or securities that are owned by the Company or a
     Restricted Subsidiary);

          (3)  make any Investment (other than a Permitted Investment) in any
     Person other than the Company or a Restricted Subsidiary; or

          (4)  redeem, defease, repurchase, retire or otherwise acquire or
     retire for value, prior to its scheduled maturity, repayment or any sinking
     fund payment, Subordinated Indebtedness,

each of the transactions described in clauses (1) through (4) (other than any
exception to any such clause) being a "Restricted Payment"; and at any time
after December 31, 2002, the Company shall not, and shall not cause or permit
any Restricted Subsidiary to, directly or indirectly, make a Restricted Payment
if, at the time thereof:

          (A)  a Default or an Event of Default shall have occurred and be
     continuing at the time of or after giving effect to such Restricted
     Payment;

          (B)  immediately after giving effect to such Restricted Payment, the
     Company could not Incur at least $1.00 of additional Indebtedness pursuant
     to clause (1) of Section 4.03; and

          (C)  immediately upon giving effect to such Restricted Payment, the
     aggregate amount of all Restricted Payments declared or made on or after
     the date of this Indenture (including any Designation Amount) exceeds the
     sum (without duplication) of:

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

               (2)  the aggregate net cash proceeds received by the Company as a
          capital contribution in respect of Qualified Stock or from the
          proceeds of a sale of Qualified Stock made after the date of this
          Indenture (excluding in each case (x) the proceeds from a sale of
          Qualified Stock to a Restricted Subsidiary and (y) the proceeds from a
          sale of Qualified Stock to an employee stock ownership plan or other
          trust established by the Company or any of its Subsidiaries); plus
<PAGE>

                                                                              34

               (3)  the aggregate net cash proceeds received by the Company or
          any Restricted Subsidiary from the sale, disposition or repayment
          (other than to the Company or a Restricted Subsidiary) of any
          Investment made after the date of this Indenture and constituting a
          Restricted Payment in an amount equal to the lesser of (x) the return
          of capital with respect to such Investment and (y) the initial amount
          of such Investment, in either case, less the cost of disposition of
          such Investment; plus

               (4)  an amount equal to the consolidated Net Investment on the
          date of Revocation made by the Company and/or any Restricted
          Subsidiary in any Subsidiary of the Company that has been designated
          as an Unrestricted Subsidiary after the date of this Indenture upon
          its redesignation as a Restricted Subsidiary in accordance with
          Section 4.13.

          (b)  For purposes of:

          (1)  the preceding clause (a)(C)(2), the value of the aggregate net
     cash proceeds received by the Company from, or as a capital contribution in
     connection with, the issuance of Qualified Stock either upon the conversion
     of convertible Indebtedness of the Company or any of its Restricted
     Subsidiaries or in exchange for outstanding Indebtedness of the Company or
     any of its Restricted Subsidiaries or upon the exercise of options,
     warrants or rights shall be the net cash proceeds received by the Company
     or any Restricted Subsidiary upon the issuance of such Indebtedness,
     options, warrants or rights plus the incremental amount received by the
     Company or any Restricted Subsidiary upon the conversion, exchange or
     exercise thereof;

          (2)  the preceding clause (a)(C)(4), the value of the consolidated Net
     Investment on the date of Revocation shall be equal to the Fair Market
     Value of the aggregate amount of the Company's and/or any Restricted
     Subsidiary's Investments in such Subsidiary of the Company on the
     applicable date of Designation; and

          (3)  determining the amount expended for Restricted Payments, cash
     distributed shall be valued at the face amount thereof and property other
     than cash shall be valued at its Fair Market Value on the date such
     Restricted Payment is made by the Company or a Restricted Subsidiary, as
     the case may be.

          (c)  The provisions of this Section 4.04 shall not prohibit:

          (1)  the payment of any dividend or distribution within 60 days after
     the date of declaration thereof, if at such date of declaration such
     payment would comply with the provisions of this Indenture;

          (2)  so long as no Default or Event of Default shall have occurred and
     be continuing, the purchase, redemption, retirement or other acquisition of
     any Capital Stock of the Company out of the net cash proceeds of the
     substantially concurrent capital contribution to the Company in connection
     with Qualified Stock or out of the net cash proceeds received by the
     Company from the substantially concurrent issue or sale (other than to a
     Restricted Subsidiary or to an employee stock ownership plan or other trust
     established by the Company or any of its Subsidiaries) of Qualified Stock;
     provided that any such net cash proceeds shall be excluded from clause
     --------
     (a)(C)(2);

          (3)  so long as no Default or Event of Default shall have occurred and
     be continuing, the purchase, redemption, retirement, defeasance or other
     acquisition of Subordinated Indebtedness of the Company made by exchange
     for or conversion into, or out of the net cash proceeds received by the
     Company, or out of a capital contribution to
<PAGE>

                                                                              35

     the Company in connection with a substantially concurrent issue and sale
     (other than to a Restricted Subsidiary) of, (a) Qualified Stock (provided
     that (x) any such net cash proceeds are excluded from clause (a)(C)(2), and
     (y) such proceeds, if from a sale other than a Public Sale, are not applied
     to optionally redeem Securities on or prior to December 31, 2002) or (b)
     other Subordinated Indebtedness of the Company that has an Average Life
     equal to or greater than the Average Life of the Subordinated Indebtedness
     being purchased, redeemed, retired, defeased or otherwise acquired and that
     is subordinated in right of payment to the Securities at least to the same
     extent as the Subordinated Indebtedness being purchased, redeemed, retired,
     defeased or otherwise acquired;

          (4)  so long as no Default or Event of Default shall have occurred and
     be continuing, the making of a direct or indirect Investment constituting a
     Restricted Payment in an amount not to exceed the amount of the net cash
     proceeds of capital contributions in respect of Qualified Stock or from the
     issue or sale (other than to a Restricted Subsidiary) of Qualified Stock of
     the Company, in each case made no more than one year prior to the date of
     such investment; provided that (a) any such net cash proceeds are excluded
                      --------
     from clause (a)(C)(2), and (b) such proceeds, if from a sale other than a
     Public Sale, are not applied to optionally redeem Securities on or prior to
     December 31, 2002;

          (5)  so long as no Default or Event of Default has occurred and is
     continuing, the repurchase, redemption, acquisition or retirement for value
     of any Capital Stock of the Holdings held by any member of management of
     the Company or any of its Subsidiaries pursuant to any management equity
     subscription agreement, stock option agreement, restricted stock agreement
     or other similar agreement; provided that (a) the aggregate amount of such
                                 --------
     dividends or distributions shall not exceed $10,000,000 in any twelve-month
     period, (b) any unused amount in any twelve-month period may be carried
     forward to one or more future twelve-month periods and (c) the aggregate of
     all unused amounts that may be carried forward to any future twelve-month
     period shall not exceed $20,000,000.

          (6)  payments to the Parent Guarantor to reimburse the Parent
     Guarantor for its out-of-pocket operating and administrative expenses
     attributable to the Company, provided this reimbursement shall not exceed
     $10,000,000 in any fiscal year;

          (7)  payments to Holdings pursuant to a tax sharing agreement so long
     as such payments in the aggregate do not exceed the lesser of (A) the
     aggregate amount of taxes that would be payable by the Company and its
     Subsidiaries if they were filing on a separate return basis as a
     consolidated entity and (B) the aggregate amount of taxes paid by Holdings
     and its consolidated subsidiaries;

          (8)  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;

          (9)  the repurchase, redemption or other acquisition or retirement for
     value of the Company's Capital Stock to the extent necessary in the good
     faith judgment of the board of directors of the Company evidenced by a
     board resolution delivered to the Trustee to prevent the loss or secure the
     renewal or reinstatement of any material license or franchise held by the
     Company or any Restricted Subsidiary from any government agency; provided
                                                                      --------
     that no Capital Stock shall be repurchased, redeemed or otherwise acquired
     from any Permitted Holder pursuant to this clause (9); or
<PAGE>

                                                                              36

          (10) the repurchase of Indebtedness subordinated to the Securities at
     a purchase price not greater than 101% of the principal amount thereof
     (plus accrued and unpaid interest) pursuant to a mandatory offer to
     repurchase made upon the occurrence of a Change of Control; provided that
                                                                 --------
     the Company first make an Offer to Purchase the Securities (and repurchase
     all tendered notes) under this Indenture pursuant to the provisions of
     Section 4.08 of this Indenture.

          (d)  Restricted Payments made pursuant to clauses (1), (5), (6), (8)
and (10) of paragraph (c) shall be included in making the determination of
available amounts under clause (C) of paragraph (a) and Restricted Payments made
pursuant to clauses (2), (3), (4), (7), and (9) of paragraph (c) shall not be
included in making the determination of available amounts under clause (C) of
paragraph (a).

          SECTION 4.05. Limitation on Restrictions Affecting Restricted
                        -----------------------------------------------
Subsidiaries. The Company shall not, and shall not cause or permit any
------------
Restricted Subsidiary to, directly or indirectly, create or otherwise cause or
suffer to exist any consensual encumbrances or restrictions of any kind on the
ability of any Restricted Subsidiary to:

          (1)  pay, directly or indirectly, dividends, in cash or otherwise, or
     make any other distributions in respect of its Capital Stock or pay any
     Indebtedness or other obligation owed to the Company or any other
     Restricted Subsidiary;

          (2)  make any Investment in the Company or any other Restricted
     Subsidiary; or

          (3)  transfer any of its property or assets to the Company or any
     other Restricted Subsidiary,

except for such encumbrances or restrictions existing under or by reason of:

          (A)  any agreement in effect on the date of this Indenture as any such
     agreement is in effect on such date;

          (B)  any agreement relating to any Indebtedness Incurred by such
     Restricted Subsidiary prior to the date on which such Restricted Subsidiary
     was acquired by the Company and outstanding on such date and not Incurred
     in anticipation or contemplation of becoming a Restricted Subsidiary;
     provided, however, that such encumbrance or restriction shall not apply to
     --------  -------
     any property or assets of the Company or any Restricted Subsidiary other
     than such Restricted Subsidiary;

          (C)  customary provisions contained in an agreement which has been
     entered into for the sale or disposition of all or substantially all of the
     Capital Stock or assets of a Restricted Subsidiary;

     provided, however, that such encumbrance or restriction is applicable only
     --------  -------
     to such Restricted Subsidiary or its property and assets;

          (D)  any agreement effecting a Refinancing or amendment of
     Indebtedness Incurred pursuant to any agreement referred to in clause (A)
     or (B) above; provided, however, that the provisions contained in such
                   --------  -------
     Refinancing or amendment agreement relating to such encumbrance or
     restriction are no more restrictive in any material respect than the
     provisions contained in the agreement that is the subject thereof in the
     reasonable judgment of the board of directors of the Company;

          (E)  this Indenture;
<PAGE>

                                                                              37

          (F)  applicable law or any applicable rule, regulation or order;

          (G)  customary provisions restricting subletting or assignment of any
     lease governing any leasehold interest of any Restricted Subsidiary;

          (H)  purchase money obligations for property acquired in the ordinary
     course of business that impose restrictions of the type referred to in
     clause (3) of this Section 4.05; and

          (I)  restrictions of the type referred to in clause (3) of this
     Section 4.05 contained in security agreements securing Indebtedness of a
     Restricted Subsidiary to the extent that such Liens restrict the transfer
     of property subject to such agreements.

          SECTION 4.06. Limitation on Certain Asset Dispositions. (a) The
                        -----------------------------------------
Company shall not, and shall not cause or permit any Restricted Subsidiary to,
directly or indirectly, make any Asset Disposition unless:

          (1)  the Company or such Restricted Subsidiary, as the case may be,
     receives consideration for such Asset Disposition at least equal to the
     Fair Market Value of the assets sold or disposed of as determined by the
     board of directors of the Company in good faith and evidenced by a
     resolution of such board of directors filed with the Trustee;

          (2)  other than in the case of a Permitted Asset Swap, not less than
     75% of the consideration received by the Company or such Restricted
     Subsidiary from the disposition consists of:

               (A)  cash or Cash Equivalents;

               (B)  the assumption of Indebtedness (other than non-recourse
          Indebtedness or any Subordinated Indebtedness) of the Company or such
          Restricted Subsidiary or other obligations relating to such assets
          (accompanied by an irrevocable and unconditional release of the
          Company or such Restricted Subsidiary from all liability on the
          Indebtedness or other obligations assumed); or

               (C)  notes, other obligations or common stock received by the
          Company or such Restricted Subsidiary from such transferee that are
          converted by the Company or such Restricted Subsidiary into cash or
          Cash Equivalents concurrently with the receipt of such notes or other
          obligations (to the extent of the cash actually received by the
          Company); and

          (3)  all Net Available Proceeds, less any amounts invested within 365
     days of such Asset Disposition to acquire all or substantially all of the
     assets of, or a majority of the Voting Stock of, an entity primarily
     engaged in a Permitted Business, to make a capital expenditure or to
     acquire other long-term assets that are used or useful in a Permitted
     Business, are applied, on or prior to the 365th day after such Asset
     Disposition, unless and to the extent that the Company shall determine to
     make an Offer to Purchase, to the permanent reduction and prepayment of any
     Senior Indebtedness of the Company then outstanding (including a permanent
     reduction of the commitments in respect thereof).

          (b)  Any Net Available Proceeds from any Asset Disposition which is
subject to the immediately preceding sentence that are not applied as provided
in the immediately preceding sentence shall be used promptly after the
expiration of the 365th day after such Asset
<PAGE>

                                                                              38

Disposition (or earlier if the Company so elects) to make an Offer to Purchase
outstanding Securities at a purchase price in cash equal to 100% of the
principal amount on the Purchase Date, plus accrued and unpaid interest to the
Purchase Date; provided, however, that if the Company elects (or is required by
               --------  -------
the terms of any other Senior Subordinated Indebtedness) an offer may be made
ratably to purchase the Securities and such other Senior Subordinated
Indebtedness. Notwithstanding the foregoing, the Company may defer making any
Offer to Purchase outstanding Securities (and any offer to purchase other Senior
Subordinated Indebtedness ratably) until there are aggregate unutilized Net
Available Proceeds from Asset Dispositions otherwise subject to the two
immediately preceding sentences equal to or in excess of $15,000,000 (at which
time the entire unutilized Net Available Proceeds from Asset Dispositions
otherwise subject to the two immediately preceding sentences, and not just the
amount in excess of $15,000,000, shall be applied as required pursuant to this
paragraph). Any remaining Net Available Proceeds following the completion of the
required Offer to Purchase (and any offer to purchase other Senior Subordinated
Indebtedness ratably) may be used by the Company for any other purpose (subject
to the other provisions of this Indenture), and the amount of Net Available
Proceeds then required to be otherwise applied in accordance with this Section
4.06 shall be reset to zero. These provisions shall not apply to a transaction
consummated in compliance with the provisions of Section 5.01.

          (c)  Pending application as set forth above, the Net Available
Proceeds of any Asset Disposition may be invested in cash or Cash Equivalents or
used to reduce temporarily Indebtedness outstanding under any revolving credit
agreement to which the Company is a party and pursuant to which it has Incurred
Indebtedness.

          (d)  The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Securities pursuant to this
Section 4.06. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section 4.06, the Company shall be
required to comply with the applicable securities laws and regulations and shall
not be deemed to have breached its obligations under this Section 4.06 by virtue
thereof.

          SECTION 4.07. Limitation on Transactions with Affiliates. (a) The
                        ------------------------------------------
Company shall not, and shall not cause or permit any Restricted Subsidiary to,
directly or indirectly, conduct any business or enter into, renew or extend any
transaction with any of their respective Affiliates, including, without
limitation, the purchase, sale, lease or exchange of property, the rendering of
any service or the making of any guarantee, loan, advance or Investment, either
directly or indirectly, unless the terms of such transaction are at least as
favorable as the terms that could be obtained at such time by the Company or
such Restricted Subsidiary, as the case may be, in a comparable transaction made
on an arm's-length basis with a Person that is not such an Affiliate; provided,
                                                                      --------
however, that:
-------

          (1)  in any transaction involving aggregate consideration in excess of
     $10,000,000, the Company shall deliver an Officers' Certificate to the
     Trustee stating that a majority of the disinterested directors of the board
     of directors of the Company or such Restricted Subsidiary, as the case may
     be, have determined, in their good faith judgment, that the terms of such
     transaction are at least as favorable as the terms that could be obtained
     by the Company or such Restricted Subsidiary, as the case may be, in a
     comparable transaction made on an arm's-length basis between unaffiliated
     parties; and

          (2)  if the aggregate consideration is in excess of $25,000,000, the
     Company shall also deliver to the Trustee, prior to the consummation of the
     transaction, the favorable written opinion of a nationally recognized
     accounting, appraisal or investment banking firm as to the fairness of the
     transaction to the holders of the Securities, from a financial point of
     view; provided, however, that the requirements set forth in this clause (2)
           --------  -------
     shall not apply in the case of exchanges of licenses and related assets
     between the Company or
<PAGE>

                                                                              39

     any of its Subsidiaries and AT&T Corp. or AT &T Wireless or any of their
     respective Subsidiaries so long as the Fair Market Value of licenses and
     related assets exchanged by the Company or any of its Subsidiaries shall
     not exceed $50,000,000.

          (b)  Notwithstanding the foregoing, the restrictions set forth in this
Section 4.07 shall not apply to:

          (1)  transactions between or among the Company and/or any Restricted
     Subsidiaries;

          (2)  any Restricted Payment or Permitted Investment permitted by
     Section 4.04;

          (3)  directors' fees, indemnification and similar arrangements,
     officers' indemnification, employment agreements, employee stock option or
     employee benefit plans and employee salaries and bonuses paid or created in
     the ordinary course of business;

          (4)  any transactions pursuant to agreements existing on the date of
     this Indenture and described in the offering memorandum dated January 19,
     2001, on terms substantially consistent with those set forth in such
     offering memorandum;

          (5)  transactions with AT&T or any of its Affiliates relating to the
     marketing or provision of telecommunication services or related hardware,
     software or equipment on terms that are no less favorable (when taken as a
     whole) to the Company or such Restricted Subsidiary, as applicable, than
     those available from unaffiliated third parties;

          (6)  transactions involving the leasing or sharing or other use by the
     Company or any Restricted Subsidiary of communications network facilities
     (including, without limitation, cable or fiber lines, equipment or
     transmission capacity) of any Affiliate of the Company (such Affiliate
     being a "Related Party") on terms that are no less favorable (when taken as
     a whole) to the Company or such Restricted Subsidiary, as applicable, than
     those available from such Related Party to unaffiliated third parties;

          (7)  transactions involving the provision of telecommunication
     services by a Related Party in the ordinary course of its business to the
     Company or any Restricted Subsidiary, or by the Company or any Restricted
     Subsidiary to a Related Party, on terms that are no less favorable (when
     taken as a whole) to the Company or such Restricted Subsidiary, as
     applicable, than those available from such Related Party to unaffiliated
     third parties;

          (8)  any sales agency agreements pursuant to which an Affiliate has
     the right to market any or all of the products or services of the Company
     or any of the Restricted Subsidiaries;

          (9)  transactions involving the sale, transfer or other disposition of
     any shares of Capital Stock of any Marketing Affiliate; provided that such
                                                             --------
     Marketing Affiliate is not engaged in any activity other than the
     registration, holding, maintenance or protection of trademarks and the
     licensing thereof; and

          (10) customary commercial banking, investment banking, underwriting,
     placement agent or financial advisory fees paid in connection with services
     rendered to the Company and its subsidiaries in the ordinary course.

          SECTION 4.08. Change of Control. (a) Upon the occurrence of a Change
                        -----------------
of Control, each holder of Securities shall have the right to require the
Company to repurchase all or
<PAGE>

                                                                              40

any part of such holder's Securities at a purchase price in cash equal to 101%
of the principal amount on the Purchase Date, plus accrued and unpaid interest,
if any, to the Purchase Date (subject to the right of holders of record on the
relevant record date to receive interest due on the relevant interest payment
date).

          (b)  Within 30 days following any Change of Control, the Company shall
be required to mail a notice to each holder of Securities, with a copy to the
Trustee (the "Change of Control Offer"), stating that the Company is commencing
an Offer to Purchase all outstanding Securities at a purchase price in cash
equal to 101% of the principal amount on the Purchase Date, plus accrued and
unpaid interest, if any, to the Purchase Date (subject to the right of holders
of record on the relevant record date to receive interest due on the relevant
interest payment date).

          (c)  The Company shall not be required to make a Change of Control
Offer upon a Change of Control if a third party makes the Change of Control
Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Indenture applicable to a Change of Control Offer
made by the Company. The Company's obligation to make a Change of Control Offer
will be reinstated unless such third party purchases all Securities validly
tendered and not withdrawn under such Change of Control Offer in accordance with
its terms.

          (d)  The Company shall be required to comply, to the extent
applicable, with the requirements of Section 14(e) of the Exchange Act and any
other securities laws or regulations in connection with the repurchase of
Securities pursuant to this Section 4.08. To the extent that the provisions of
any securities laws or regulations conflict with provisions of this Section
4.08, the Company shall be required to comply with the applicable securities
laws and regulations and shall not be deemed to have breached its obligations
under this Section 4.08 by virtue thereof.

          (e)  In the event that, at the time of a Change of Control, the terms
of the Bank Indebtedness restrict or prohibit the repurchase of Securities
pursuant to this Section 4.08, then, prior to the mailing of the notice to
holders of Securities as provided in the immediately following paragraph, but in
any event within 30 days following any Change of Control, the Company shall be
required to:

          (1)  repay in full all Bank Indebtedness; or

          (2)  obtain the requisite consent under the agreements governing such
     Bank Indebtedness to permit the repurchase of the Securities as required by
     this Section 4.08.

          SECTION 4.09. Compliance Certificate. The Company shall deliver to the
                        ----------------------
Trustee within 120 days after the end of each fiscal year of the Company an
Officers' Certificate stating that in the course of the performance by the
signers of their duties as Officers of the Company they would normally have
knowledge of any Default and whether or not the signers know of any Default that
occurred during such period. If they do, the certificate shall describe the
Default, its status and what action the Company is taking or proposes to take
with respect thereto. The Company also shall comply with Section 314(a)(4) of
the TIA (including the making of all representations and warranties mandated
thereby).

          SECTION 4.10. Further Instruments and Acts. Upon request of the
                        ----------------------------
Trustee, the Company shall execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

          SECTION 4.11. Future Subsidiary Guarantors. The Company shall cause
                        ----------------------------
(1) each Domestic Restricted Subsidiary that Incurs Indebtedness and (2) each
Foreign Restricted Subsidiary that Incurs Material Indebtedness to become a
Subsidiary Guarantor, and, if applicable, execute and deliver to the Trustee a
supplemental indenture in the form set forth in
<PAGE>

                                                                              41

Exhibit C pursuant to which such Restricted Subsidiary will guarantee payment of
the Securities; provided that the Company shall not cause any Special Purpose
                --------
Subsidiary to become a Subsidiary Guarantor unless such Special Purpose
Subsidiary Incurs Indebtedness other than Indebtedness in respect of the Credit
Agreement (or any Refinancing Indebtedness Incurred to Refinance such
Indebtedness) or FCC Debt; provided further that in the event that a Subsidiary
                           ----------------
Guarantor no longer has outstanding, other than the Subsidiary Guarantee, any
Indebtedness (in the case of a Domestic Restricted Subsidiary) or Material
Indebtedness (in the case of a Foreign Restricted Subsidiary), the Subsidiary
Guarantee of that Subsidiary Guarantor shall terminate. Each Subsidiary
Guarantee will be limited to an amount not to exceed the maximum amount that can
be guaranteed by that Restricted Subsidiary without rendering the Subsidiary
Guarantee, as it relates to such Restricted Subsidiary, voidable under
applicable law relating to fraudulent conveyance or fraudulent transfer or
similar laws affecting the rights of creditors generally.

          SECTION 4.12. Limitation on Activities of the Company and the
                        -----------------------------------------------
Restricted Subsidiaries. The Company shall not, and shall not permit any
-----------------------
Restricted Subsidiary to, engage in any business other than a Permitted
Business, except to such extent as is not material to the Company and its
Restricted Subsidiaries, taken as a whole.

          SECTION 4.13. Limitation on Designations of Unrestricted Subsidiaries.
                        -------------------------------------------------------
(a) The Company may designate any Subsidiary of the Company (other than an
Ineligible Subsidiary) as an "Unrestricted Subsidiary" under this Indenture (a
"Designation") only if:

          (1)  no Default or Event of Default shall have occurred and be
     continuing at the time of or after giving effect to such Designation;

          (2)  the Company would be permitted under this Indenture to make an
     Investment at the time of Designation (assuming the effectiveness of such
     Designation) in an amount (the "Designation Amount") equal to the Fair
     Market Value of the aggregate amount of its Investments in such Subsidiary
     on such date; and

          (3)  except in the case of a Subsidiary of the Company in which an
     Investment is being made pursuant to, and as permitted by, paragraph (c) of
     Section 4.04, the Company would be permitted to Incur $1.00 of additional
     Indebtedness pursuant to clause (a)(1) of Section 4.03 at the time of
     Designation (assuming the effectiveness of such Designation).

          (b)  In the event of any such Designation, the Company shall be deemed
to have made an Investment constituting a Restricted Payment pursuant to Section
4.04 for all purposes of this Indenture in the Designation Amount.

          (c)  The Company may revoke any Designation of a Subsidiary as an
Unrestricted Subsidiary (a "Revocation"), whereupon such Subsidiary shall then
constitute a Restricted Subsidiary, if no Default shall have occurred and be
continuing at the time of and after giving effect to such Revocation. In the
event of any such Revocation, the Company shall be deemed to continue to have a
permanent Investment in an Unrestricted Subsidiary constituting a Restricted
Payment pursuant Section 4.04 for all purposes under this Indenture in an amount
(if positive) equal to:

          (1)  the Fair Market Value of the aggregate amount of the Company's
     Investments in such Subsidiary at the time of such Revocation; less

          (2)  the portion (proportionate to the Company's equity interest in
     such Subsidiary) of the Fair Market Value of the net assets of such
     Subsidiary at the time of such Revocation.
<PAGE>

                                                                              42

          (d)  All Designations and Revocations must be evidenced by a
resolution of the board of directors of the Company delivered to the Trustee
certifying compliance with the foregoing provisions.

          SECTION 4.14. Limitation on Layered Indebtedness. The Company shall
                        ----------------------------------
not:

          (1)  directly or indirectly Incur any Indebtedness that by its terms
     would expressly rank senior in right of payment to the Securities and rank
     subordinate in right of payment to any other Indebtedness of the Company;
     or

          (2)  cause or permit any Subsidiary Guarantor to, and no Subsidiary
     Guarantor shall, directly or indirectly, Incur any Indebtedness that by its
     terms would expressly rank senior in right of payment to the Subsidiary
     Guarantee of such Subsidiary Guarantor and rank subordinate in right of
     payment to any other Indebtedness of such Subsidiary Guarantor;

provided that no Indebtedness shall be deemed to be subordinated solely by
--------
virtue of being unsecured.

          SECTION 4.15. Limitations on Liens. The Company shall not, and shall
                        --------------------
not permit any Subsidiary Guarantor to, create, Incur, assume or otherwise cause
or suffer to exist or become effective any Lien of any kind securing
Indebtedness that is pari passu with the Securities or the applicable Guarantee,
                     ---- -----
as the case may be, or is Subordinated Indebtedness, upon any of their property
or assets, now owned or hereafter acquired (other than Permitted Liens), unless
all payments due under this Indenture and the Securities are secured equally and
ratably with (or prior to, in the case of Subordinated Indebtedness) the
obligations so secured until such time as such obligations are no longer secured
by such Lien; provided that this restriction shall not apply to any Lien
              --------
securing Acquired Indebtedness created prior to the Incurrence of such
Indebtedness by the Company or any Subsidiary Guarantor (and to successive
extensions or refinancings thereof), where such Lien only extends to the assets
that were subject to such Lien prior to the related acquisition by the Company
or the Subsidiary Guarantor.

                                   ARTICLE 5

                               Successor Company
                               -----------------

          SECTION 5.01. Merger, Consolidation and Certain Sales of Assets. (a)
                        -------------------------------------------------
The Company shall not consolidate or merge with or into any Person, or sell,
assign, lease, convey or otherwise dispose of (or cause or permit any Restricted
Subsidiary to consolidate or merge with or into any Person, or to sell, assign,
lease, convey or otherwise dispose of) all or substantially all of the Company's
assets (determined on a consolidated basis for the Company and the Restricted
Subsidiaries), whether as an entirety or substantially an entirety in one
transaction or a series of related transactions, including by way of liquidation
or dissolution, to any Person unless, in each such case:

          (1)  the entity formed by or surviving any such consolidation or
     merger (if other than the Company or such Restricted Subsidiary, as the
     case may be), or to which such sale, assignment, lease, conveyance or other
     disposition shall have been made (the "Surviving Entity"), is a corporation
     organized and existing under the laws of the United States, any state
     thereof or the District of Columbia;

          (2)  the Surviving Entity assumes by supplemental indenture all of the
     obligations of the Company on the Securities and under this Indenture;
<PAGE>

                                                                              43

          (3)  immediately after giving effect to such transaction and the use
     of any net proceeds therefrom on a pro forma basis, the Company or the
     Surviving Entity, as the case may be, could Incur at least $1.00 of
     Indebtedness pursuant to clause (1) of Section 4.03; provided, however that
                                                          --------  -------
     this clause (3) shall not apply in the case of a merger between TeleCorp
     Wireless PCS, Inc. (or any successor entity) and the Company;

          (4)  immediately after giving effect to such transaction and treating
     any Indebtedness which becomes an obligation of the Company or any of its
     Restricted Subsidiaries as a result of such transactions as having been
     Incurred by the Company or such Restricted Subsidiary, as the case may be,
     at the time of the transaction, no Default or Event of Default shall have
     occurred and be continuing; and

          (5)  the Company delivers to the Trustee an Officers' Certificate and
     an Opinion of Counsel, each stating that such merger, consolidation or sale
     of assets and such supplemental indenture, if any, comply with this
     Indenture.

          (b)  The Company shall not permit any Guarantor to consolidate or
merge with or into any Person, or sell, assign, lease, convey or otherwise
dispose of all or substantially all of such Guarantor's assets, whether as an
entirety or substantially an entirety in one transaction or a series of related
transactions, including by way of liquidation or dissolution, to any Person
unless, in each such case:

          (1)  the entity formed by or surviving any such consolidation or
     merger (if other than such Guarantor), or to which such sale, assignment,
     lease, conveyance or other disposition shall have been made, is a
     corporation organized and existing under the laws of the United States, any
     state thereof or the District of Columbia;

          (2)  such corporation assumes by supplemental indenture all of the
     obligations of the Guarantor, if any, under its Guarantee;

          (3)  in the case of a Subsidiary Guarantor only, immediately after
     giving effect to such transaction and treating any Indebtedness which
     becomes an obligation of such Guarantor as a result of such transactions as
     having been Incurred by such Guarantor at the time of the transaction, no
     Default or Event of Default shall have occurred and be continuing; and

          (4)  the Company delivers to the Trustee an Officers' Certificate and
     an Opinion of Counsel, each stating that such merger, consolidation or sale
     of assets and such supplemental indenture, if any, comply with this
     Indenture.

          (c)  The provisions of Section 5.01(a) and 5.01(b) shall not apply to
any merger of a Restricted Subsidiary with or into the Company or a Wholly Owned
Subsidiary, the release of any Guarantor in accordance with the terms of its
Guarantee and this Indenture in connection with any transaction complying with
the provisions of Section 4.06.
<PAGE>

                                                                              44

                                   ARTICLE 6

                             Defaults and Remedies
                             ---------------------

          SECTION 6.01.  Events of Default. An Event of Default occurs under
                         ------------------
this Indenture if:

          (1)  the Company defaults in any payment of interest on any Security
     when due and payable, whether or not such payment shall be prohibited by
     Article 10, continued for 30 days;

          (2)  the Company defaults in the payment of the principal of any
     Security when due and payable at its Stated Maturity, upon required
     redemption or repurchase, upon declaration or otherwise, whether or not
     such payment shall be prohibited by Article 10;

          (3)  the Company fails to comply with its obligations under Section
     5.01;

          (4)  the Company fails to comply for 30 days after notice with any of
     its obligations under Section 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08,
     4.11, 4.12, 4.13, 4.14 or 4.15 (in each case, other than a failure to
     purchase Securities);

          (5)  the Company fails to comply for 60 days after notice with its
     other agreements contained in this Indenture or the Securities;

          (6)  the Company or any Significant Subsidiary fails to pay any
     Indebtedness within any applicable grace period after final maturity or the
     acceleration of any such Indebtedness by the holders thereof because of a
     default if the total amount of such Indebtedness unpaid or accelerated
     exceeds $15,000,000 or its foreign currency equivalent (the "cross
     acceleration provision") and such failure continues for 10 days after
     receipt of the notice specified below;

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

                    (A)  commences a voluntary case;

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

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

                    (D)  makes a general assignment for the benefit of its
          creditors or takes any comparable action under any foreign laws
          relating to insolvency;

          (8)  a court of competent jurisdiction renders a final judgment or
     decree (not subject to appeal) for the payment of money in excess of
     $15,000,000 or its foreign currency equivalent at the time it is entered
     against the Company or a Significant Subsidiary and such judgment or decree
     is not discharged, waived or stayed if:

                    (A)  an enforcement proceeding thereon is commenced by any
          creditor; or
<PAGE>

                                                                              45

               (B)  such judgment or decree remains outstanding for a period of
          60 days following such judgment and is not discharged, waived or
          stayed (the "judgment default provision"); or

          (9)  any Guarantee ceases to be in full force and effect (except as
     contemplated by the terms thereof) or any Guarantor or Person acting by or
     on behalf of such Guarantor denies or disaffirms such Guarantor's
     obligations under this Indenture or any Guarantee and such Default
     continues for 10 days after receipt of the notice specified below.

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

          A Default under clause (4), (5), and (6) shall not constitute an Event
of Default until the Trustee or the holders of at least 25% in aggregate
principal amount of the outstanding Securities notify the Company of the Default
and the Company does not cure such Default within the time specified in clauses
(4), (5) or (6) after receipt of such notice. Such notice must specify the
Default, demand that it be remedied and state that such notice is a "Notice of
Default".

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

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

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

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

                                                                              46

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

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

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

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

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

          (3)  such Holder or Holders offer to the Trustee security or indemnity
     reasonably satisfactory to the Trustee against any loss, liability or
     expense;

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

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

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

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

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

                                                                              47

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

          SECTION 6.10.  Priorities. If the Trustee collects any money or
                         ----------
property pursuant to this Article 6, it shall pay out the money or property in
the following order:

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

          SECOND: to holders of Senior Indebtedness of the Company to the extent
     required by Article 10;

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

          FOURTH: to the Company.

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

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

          SECTION 6.12.  Waiver of Stay or Extension Laws. Neither the Company
                         --------------------------------
nor any Subsidiary Guarantor (to the extent it may lawfully do so) shall at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Company and each Subsidiary Guarantor (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of
any such law, and shall not hinder, delay or impede the execution of any power
herein granted to the Trustee, but shall suffer and permit the execution of
every such power as though no such law had been enacted.
<PAGE>

                                                                              48

                                   ARTICLE 7

                                    Trustee
                                    -------

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

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

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

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

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

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

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

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

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

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

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

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

          (h)  Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section 7.01 and to the provisions of the TIA.

          SECTION 7.02.  Rights of Trustee. (a) The Trustee may conclusively
                         ------------------
rely and shall be fully protected in acting or refraining from acting upon any
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture
<PAGE>

                                                                              49

or other paper or document believed to be genuine and to have been signed or
presented by the proper party or parties.

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

          (c)  The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through, agents,
attorneys, custodians or nominees and the Trustee shall not be responsible for
any misconduct or negligence on the part of any agent, attorney, custodian or
nominee appointed with due care by it hereunder.

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

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

          (f)  The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond, debenture,
note or other paper or document unless requested in writing to do so by the
Holders of not less than a majority in principal amount of the Securities at the
time outstanding, but the Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit, and, if
the Trustee shall determine 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.

          (g)  The Trustee shall not be accountable for the use by the Company
of the proceeds of the Securities.

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

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

          SECTION 7.05.  Notice of Defaults. If a Default occurs and is
                         ------------------
continuing and if it is actually known to a Trust Officer, the Trustee shall
mail to each Securityholder notice of the Default within the earlier of 90 days
after it occurs or 30 days after it actually becomes known to a Trust Officer.
Except in the case of a Default in payment of principal of, premium (if any) or
interest on any Security (including payments pursuant to the mandatory
redemption provisions of such Security, if any), the Trustee may withhold the
notice if and so long as a committee of its Trust Officers in good faith
determines that withholding the notice is in the interests of Securityholders.
<PAGE>

                                                                              50

          SECTION 7.06.  Reports by Trustee to Holders. As promptly as
                         -----------------------------
practicable after each May 15 beginning with the May 15 following the date of
this Indenture, and in any event prior to July 15 in each year, the Trustee
shall mail to each Securityholder a brief report dated as of May 15 that
complies with Section 313(a) of the TIA. The Trustee shall also comply with
Section 313(b) of the TIA.

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

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

          To secure the Company's payment obligations in this Section 7.07, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee other than money or property held in trust to pay
principal of and interest and any liquidated damages on particular Securities.

          The Company's payment obligations pursuant to this Section 7.07 shall
survive the satisfaction or discharge of this Indenture, any rejection or
termination of this Indenture under any Bankruptcy Law or the resignation or
removal of the Trustee. When the Trustee Incurs expenses after the occurrence of
a Default specified in clause (7) or (8) of Section 6.01 with respect to the
Company, the expenses are intended to constitute expenses of administration
under the Bankruptcy Law.

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

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

          (2)  the Trustee is adjudged bankrupt or insolvent;
<PAGE>

                                                                              51

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

          (4)  the Trustee otherwise becomes incapable of acting; or

          (5)  the Trustee increases its fees (exclusive of fees for
               extraordinary services) by more than 10% in any twelve month
               period.

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

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

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

          If the Trustee fails to comply with Section 7.10, any Securityholder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

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

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

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

          SECTION 7.10.  Eligibility; Disqualification. The Trustee shall at all
                         -----------------------------
times satisfy the requirements of Section 310(a) of the TIA. The Trustee shall
have a combined capital and surplus of at least $100,000,000 as set forth in its
most recent published annual report of condition. The Trustee shall comply with
Section 3.10(b) of the TIA; provided, however, that there shall be excluded from
                            --------  -------
the operation of Section 3.10(b)(1) of the TIA any indenture or indentures under
which other securities or certificates of interest or participation in other
securities of the Company are outstanding if the requirements for such exclusion
set forth in Section 3.10(b)(1) of the TIA are met.
<PAGE>

                                                                              52

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

          SECTION 7.12.  Trustee Acting as Paying Agent or Registrar. In the
                         -------------------------------------------
event that the Trustee is also acting as a Paying Agent or Registrar hereunder,
the rights and protections afforded to the Trustee pursuant to this Article 7
shall also be afforded to such Paying Agent or Registrar.

                                   ARTICLE 8

                      Discharge of Indenture; Defeasance
                      ----------------------------------

          SECTION 8.01.  Discharge of Liability on Securities; Defeasance. (a)
                         ------------------------------------------------
When (i) the Company delivers to the Trustee all outstanding Securities (other
than Securities replaced pursuant to Section 2.07) for cancelation or (ii) all
outstanding Securities have become due and payable, whether at maturity or as a
result of the mailing of a notice of redemption pursuant to Article 3, and the
Company irrevocably deposits with the Trustee funds or U.S. Government
Obligations on which payment of principal and interest when due will be
sufficient to pay at maturity or upon redemption all outstanding Securities,
including interest thereon to maturity or such redemption date (other than
Securities replaced pursuant to Section 2.07), and if in either case the Company
pays all other sums payable hereunder by the Company, then this Indenture shall,
subject to Section 8.01(c), cease to be of further effect. The Trustee shall
acknowledge satisfaction and discharge of this Indenture on demand of the
Company accompanied by an Officers' Certificate and an Opinion of Counsel and at
the cost and expense of the Company.

          (b)  Subject to Sections 8.01(c) and 8.02, the Company at any time may
terminate (i) all of its obligations under the Securities and this Indenture
("legal defeasance option") or (ii) its obligations under Sections 4.02, 4.03,
4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 and
the operation of Section 5.01(a)(3), 5.01(a)(4), 5.01(a)(5), 6.01(4), 6.01(6),
6.01(7) (with respect to Significant Subsidiaries of the Company only), 6.01(8)
(with respect to Significant Subsidiaries of the Company only), ("covenant
defeasance option"). The Company may exercise its legal defeasance option
notwithstanding its prior exercise of its covenant defeasance option. In the
event that the Company terminates all of its obligations under the Securities
and this Indenture by exercising its legal defeasance option or its covenant
defeasance option, the obligations under the Guarantees shall each be terminated
simultaneously with the termination of such obligations.

          If the Company exercises its legal defeasance option, payment of the
Securities may not be accelerated because of an Event of Default. If the Company
exercises its covenant defeasance option, payment of the Securities may not be
accelerated because of an Event of Default specified in Section 6.01(4),
6.01(6), 6.01(7) (with respect to Significant Subsidiaries of the Company only),
6.01(8) (with respect to Significant Subsidiaries of the Company only), and
6.01(9), or because of the failure of the Company to comply with clauses (3),
(4) and (5) of Section 5.01(a).

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

          (c)  Notwithstanding clauses (a) and (b) above, the Company's
obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and
in this Article 8 shall survive until
<PAGE>

                                                                              53

the Securities have been paid in full. Thereafter, the Company's obligations in
Sections 7.07, 8.04 and 8.05 shall survive.

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

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

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

          (3)  123 days pass after the deposit is made and during the 123-day
     period no Default specified in clause (7) or (8) of Section 6.01 with
     respect to the Company occurs which is continuing at the end of the period;

          (4)  the deposit does not constitute a default under any other
     agreement binding on the Company and is not prohibited by Article 10;

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

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

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

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

          Before or after a deposit, the Company may make arrangements
satisfactory to the Trustee for the redemption of Securities at a future date in
accordance with Article 3.

          SECTION 8.03.  Application of Trust Money. The Trustee shall hold in
                         --------------------------
trust money or U.S. Government Obligations deposited with it pursuant to this
Article 8. It shall apply the deposited money and the money from U.S. Government
Obligations through the Paying
<PAGE>

                                                                              54

Agent and in accordance with this Indenture to the payment of principal of and
interest on the Securities. Money and securities so held in trust are not
subject to Article 10.

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

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

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

          SECTION 8.06.  Reinstatement. If the Trustee or Paying Agent is unable
                         -------------
to apply any money or U.S. Government Obligations in accordance with this
Article 8 by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to this Article 8 until such time as the Trustee
or Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with this Article 8; provided, however, that, if the
                                               --------  -------
Company has made any payment of interest on or principal of any Securities
because of the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Securities to receive such payment from the
money or U.S. Government Obligations held by the Trustee or Paying Agent.

                                   ARTICLE 9

                                  Amendments
                                  ----------

          SECTION 9.01.  Without Consent of Holders. (a) Without the consent of
                         --------------------------
any Holder of Securities, the Company, the Guarantors and the Trustee may amend
this Indenture to:

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

          (2)  comply with Article 5;

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

          (4)  make any change in Article 10 that would limit or terminate the
     benefits available to any holder of Senior Indebtedness of the Company (or
     any Representative thereof) under Article 10;

          (5)  add additional guarantees with respect to the Securities;

          (6)  secure the Securities;

          (7)  add to the covenants of the Company for the benefit of the
     Securityholders;
<PAGE>

                                                                              55

          (8)  surrender any right or power herein conferred upon the Company;

          (9)  make any change that does not adversely affect the rights of any
     Securityholder;

          (10) provide for the issuance of the Exchange Securities or Private
     Exchange Securities, subject to the provisions of this Indenture; or

          (11) comply with any requirement of the Commission in connection with
     the qualification of this Indenture under the TIA.

          (b)  No amendment may be made under this Section 9.01, that adversely
affects the rights under Article 10 of any holder of Senior Indebtedness of the
Company then outstanding unless the holders of such Senior Indebtedness (or any
group or representative thereof authorized to give a consent) consent to such
change.

          (c)  After an amendment under this Section 9.01 becomes effective, the
Company shall mail to Securityholders a notice briefly describing such
amendment. The failure to give such notice to all Securityholders, or any defect
therein, shall not impair or affect the validity of the amendment.

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

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

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

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

          (4)  reduce the premium payable upon the redemption of any Security or
     change the time at which any Security may be redeemed in accordance with
     Article 3;

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

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

          (7)  make any change in the amendment provisions which require the
     consent of each Holder of Securities or in the waiver provisions; and

          (b)  without the consent of the holders of 66 2/3% in aggregate
principal amount of the Securities then outstanding, no amendment may:

          (1)  make any change to the subordination provisions of this Indenture
     that adversely affects the rights of any holder of Securities; or
<PAGE>

                                                                              56

          (2)  modify a Guarantee in any manner adverse to the holders of
     Securities.

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

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

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

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

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

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

          SECTION 9.06. Trustee To Sign Amendments. The Trustee shall sign any
                        --------------------------
amendment authorized pursuant to this Article 9 if the amendment does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may but need not sign it. In signing such amendment the
Trustee shall be entitled to receive indemnity reasonably satisfactory to it and
to receive, and (subject to Section 7.01) shall be fully protected in relying
upon, an Officers' Certificate and an Opinion of Counsel stating that such
amendment is authorized or permitted by this Indenture and that such amendment
is the legal, valid and binding obligation of the Company and the Guarantors
enforceable against them in accordance with its terms, subject to customary
exceptions, and complies with the provisions hereof (including Section 9.03).
<PAGE>

                                                                              57

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

                                  ARTICLE 10

                                 Subordination
                                 -------------

          SECTION 10.01. Securities Subordinate to Senior Indebtedness. (a) The
                         ---------------------------------------------
Company covenants and agrees, and each Holder, by its acceptance thereof,
likewise covenants and agrees, for the benefit of the Holders, from time to
time, of Senior Indebtedness that, to the extent and in the manner hereinafter
set forth in this Article, the Indebtedness represented by the Securities and
the payment of the principal of (and premium and liquidated damages, if any) and
interest on each and all of the Securities are hereby expressly made subordinate
and subject in right of payment as provided in this Article to the prior payment
in full in cash of all Senior Indebtedness, whether outstanding on the date of
this Indenture or thereafter Incurred; provided, however, that the Securities,
                                       --------  -------
the Indebtedness represented thereby and the payment of the principal of (and
premium and liquidated damages, if any) and interest on the Securities in all
respects shall rank pari passu with, or prior to, all existing and future
                    ---- -----
unsecured indebtedness (including, without limitation, Indebtedness) of the
Company that is subordinated to Senior Indebtedness. The Securities shall in all
respects rank pari passu with all other Senior Subordinated Indebtedness of the
              ---- -----
Company, including the Discount Notes, and only Indebtedness of the Company that
is Senior Indebtedness of the Company shall rank senior to the Securities in
accordance with the provisions set forth herein. For purposes of this Article
10, the Indebtedness evidenced by the Securities shall be deemed to include the
liquidated damages payable pursuant to the provisions set forth in the
Securities and the Registration Agreement. All provisions of this Article 10
shall be subject to Section 10.16.

          (b)  Each Guarantor agrees, and each Securityholder by accepting a
Security agrees, that the obligations of a Guarantor hereunder are subordinated
in right of payment, to the extent and in the manner provided in this Article
10, to the prior payment in full of all existing and future Senior Indebtedness
of such Guarantor and that the subordination is for the benefit of and
enforceable by the holders of such Senior Indebtedness of such Guarantor. The
obligations hereunder with respect to a Guarantor shall in all respects rank
pari passu with all other Senior Subordinated Indebtedness of such Guarantor,
---- -----
including the guarantees in respect of the Discount Notes, and shall rank senior
to all existing and future Subordinated Indebtedness of such Guarantor; and only
Indebtedness of such Guarantor that is Senior Indebtedness of such Guarantor
shall rank senior to the obligations of such Guarantor in accordance with the
provisions set forth herein.

          SECTION 10.02. Payment by the Company of Proceeds upon Dissolution,
                         ----------------------------------------------------
Etc. Upon any distribution to creditors of the Company in a liquidation or
---
dissolution of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property, an
assignment for the benefit of creditors or any marshaling of the Company's
assets and liabilities:

          (1)  the holders of Senior Indebtedness of the Company shall be
     entitled to receive payment in full in cash of all obligations due in
     respect of such Senior Indebtedness (including interest after the
     commencement of any such proceeding, whether or not allowed, at the rate
     specified in the applicable Senior Indebtedness) before the Holders will be
     entitled to receive any payment with respect to the Securities
<PAGE>

                                                                              58

     (except that Holders may receive and retain Permitted Junior Securities and
     payments made from the trust described in Section 8.02 hereof); and

          (2)  in the event that, notwithstanding the foregoing provisions of
     this Section, the Trustee or any Holder shall have received any payment in
     respect of the Securities (other than a payment in Permitted Junior
     Securities and from the trust described in Section 8.02 hereof) when (i)
     the payment is prohibited by this Article, and (ii) the Trustee or the
     Holder has actual knowledge or otherwise receives notice that such payment
     is prohibited, the Trustee or the Holder, as the case may be, shall hold
     the payment in trust for the benefit of the holder of Senior Indebtedness
     of the Company, and upon the written request of the holders of Senior
     Indebtedness of the Company, the Trustee or the Holder, as the case may be,
     shall deliver the amounts in trust to the holders of Senior Indebtedness of
     the Company or their proper Representative.

          The consolidation of the Company with, or the merger of the Company
into, another Person or the liquidation or dissolution of the Company following
the conveyance, transfer or lease of its properties and assets substantially as
an entirety to another Person upon the terms and conditions set forth in Article
5 shall not be deemed a dissolution, winding up, liquidation, reorganization,
assignment for the benefit of creditors or marshaling of assets and liabilities
of the Company for the purposes of this Section if the Person formed by such
consolidation or into which the Company is merged or the Person which acquires
by conveyance, transfer or lease such properties and assets substantially as an
entirety, as the case may be, shall, as a part of such consolidation, merger,
conveyance, transfer or lease, comply with the conditions set forth in Article
5.

          SECTION 10.03. Suspension of Payment on Securities When Senior
                         -----------------------------------------------
Indebtedness of the Company in Default. (a) Unless Section 10.02 shall be
--------------------------------------
applicable, the Company shall not make any payment upon or in respect of the
Securities (except in Permitted Junior Securities and from the trust described
in Section 8.02 hereof) if:

          (i)  a default in the payment (including any such default following
     acceleration of maturity) of the principal of, premium, if any, or interest
     on Designated Senior Indebtedness occurs and is continuing beyond any
     applicable period of grace (a "Payment Event of Default"), or

          (ii) any other default occurs and is continuing (a "Non-Payment Event
     of Default") on any series of Designated Senior Indebtedness which permits
     holders of that series of Designated Senior Indebtedness to accelerate its
     maturity and the Trustee receives a written notice of such default (a
     "Payment Blockage Notice") from the Company or the holders of any
     Designated Senior Indebtedness.

          (b)  Payments on the Securities may and shall be resumed: (i) in the
case of a Payment Event of Default, upon the date on which such default is cured
or waived; and (ii) in case of a Non-Payment Event of Default, the earlier of
the date on which such Non-Payment Event of Default is cured or waived or 179
days after the date on which the applicable Payment Blockage Notice is received,
unless the maturity of any Designated Senior Indebtedness has been accelerated.

          No new period of payment blockage may be commenced by a Payment
Blockage Notice unless and until 360 days have elapsed since the delivery of the
immediately prior Payment Blockage Notice and all scheduled payments of
principal, interest and premium and liquidated damages, if any, on the
Securities that have come due have been paid in full in cash. No Non-Payment
Event of Default that existed or was continuing on the date of delivery of any
Payment Blockage Notice to the Trustee shall be, or be made, the basis for a
subsequent Payment
<PAGE>

                                                                              59

Blockage Notice, unless such default has been cured or waived for a period of
not less than 90 days.

          SECTION 10.04. Payment Over by Guarantors of Proceeds upon
                         -------------------------------------------
Dissolution, Etc. Upon any distribution to creditors of any Guarantor in a
----------------
liquidation or dissolution of such Guarantor or in a bankruptcy, reorganization,
insolvency, receivership or similar proceeding relating to such Guarantor or its
property, an assignment for the benefit of creditors or any marshaling of such
Guarantor's assets and liabilities:

          (1)  the holders of Senior Indebtedness of such Guarantor shall be
     entitled to receive indefeasible payment in full in cash of all obligations
     due in respect of such Senior Indebtedness (including interest after the
     commencement of any such proceeding, whether nor not allowed, at the rate
     specified in the applicable Senior Indebtedness) before the Holders will be
     entitled to receive any payment with respect to the respective Guarantee,
     and until all obligations with respect to Senior Indebtedness of such
     Guarantor and Senior Indebtedness of the Company are paid in full in cash,
     any distribution to which the Holders would be entitled shall be made to
     the holders of such Senior Indebtedness (except that Holders may receive
     and retain Permitted Junior Securities and payments made from the trust
     described in Section 8.02 hereof); and

          (2)  in the event that, notwithstanding the foregoing provisions of
     this Section, the Trustee or any Holder shall have received any payment in
     respect of the Securities (other than a payment in Permitted Junior
     Securities and from the trust described in Section 8.02 hereof) when (i)
     the payment is prohibited by this Article, and (ii) the Trustee or the
     Holder has actual knowledge or otherwise receives notice that such payment
     is prohibited, the Trustee or the Holder, as the case may be, shall hold
     the payment in trust for the benefit of the holder of Senior Indebtedness
     of such Guarantor, and upon the written request of the holders of Senior
     Indebtedness of such Guarantor, the Trustee or the Holder, as the case may
     be, shall deliver the amounts in trust to the holders of Senior
     Indebtedness of such Guarantor or their proper Representative.

          The consolidation of any Guarantor with, or the merger of any
Guarantor into, another Person or the liquidation or dissolution of any
Guarantor following the conveyance, transfer or lease of its properties and
assets substantially as an entirety to another Person upon the terms and
conditions set forth in Article 5 shall not be deemed a dissolution, winding up,
liquidation, reorganization, assignment for the benefit of creditors or
marshaling of assets and liabilities of such Guarantor for the purposes of this
Section if the Person formed by such consolidation or into which such Guarantor
is merged or the Person which acquires by conveyance, transfer or lease such
properties and assets substantially as an entirety, as the case may be, shall,
as a part of such consolidation, merger, conveyance, transfer or lease, comply
with the conditions set forth in Article 5.

          SECTION 10.05. Suspension of Payment on Guarantees When Senior
                         -----------------------------------------------
Indebtedness of Guarantor in Default. (a) Unless Section 10.04 shall be
------------------------------------
applicable, a Guarantor shall not make any payment upon or in respect of such
Guarantor's Guarantee (except in such Permitted Junior Securities) if:

          (i)  a Payment Event of Default on Designated Senior Indebtedness of
     such Guarantor or Designated Senior Indebtedness of the Company occurs and
     is continuing beyond any applicable period of grace from Indebtedness, or

          (ii) any Non-Payment Event of Default occurs and is continuing with
     respect to Designated Senior Indebtedness of such Guarantor or Designated
     Senior Indebtedness of the Company which permits holders of the Designated
     Senior Indebtedness of such Guarantor or Designated Senior Indebtedness of
     the Company as to which such default
<PAGE>

                                                                              60

     relates to accelerate its maturity and the Trustee receives a Payment
     Blockage Notice from the Company or the respective holders of such
     Designated Senior Indebtedness.

          (b)  Payments on the Guarantees may and shall be resumed: (i) in the
case of a Payment Event of Default, upon the date on which such default is cured
or waived; and (ii) in case of a Non-Payment Event of Default, the earlier of
the date on which such Non-Payment Event of Default is cured or waived or 179
days after the date on which the applicable Payment Blockage Notice is received,
unless the maturity of any Designated Senior Indebtedness has been accelerated.

          No new period of payment blockage may be commenced by a Payment
Blockage Notice unless and until 360 days have elapsed since the delivery of the
immediately prior Payment Blockage Notice. No Non-Payment Event of Default that
existed or was continuing on the date of delivery of any Payment Blockage Notice
to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage
Notice, unless such default has been cured or waived for a period of not less
than 90 days.

          SECTION 10.06. Payment Permitted If No Default. Nothing contained in
                         -------------------------------
this Article or elsewhere in this Indenture, in any of the Securities or in any
Guarantee shall prevent the Company or any Guarantors, as applicable, at any
time except during the pendency of any case, proceeding, dissolution,
liquidation or other winding up, assignment for the benefit of creditors or
other marshaling of assets and liabilities of the Company or any Guarantor
referred to in Section 10.02 or 10.04 under the conditions described in Section
10.03 or 10.05, from making payments at any time of principal of (and premium
and liquidated damages, if any, on) or interest on the Securities or under a
Guarantee, as applicable.

          SECTION 10.07. Subrogation to Rights of Holders of Senior
                         ------------------------------------------
Indebtedness. Subject to the payment in full of all Senior Indebtedness, the
------------
Holders shall be subrogated (equally and ratably with the holders of all
indebtedness of the Company or any Guarantor which by its express terms is
subordinated to Senior Indebtedness of the Company or such Guarantor to the same
extent as the Securities or the Guarantees are subordinated and which is
entitled to like rights of subrogation) to the rights of the holders of such
Senior Indebtedness to receive payments and distributions of cash, property and
securities applicable to the Senior Indebtedness until the principal of (and
premium, if any) and interest on the Securities shall be paid in full. For
purposes of such subrogation, no payments or distributions to the holders of
Senior Indebtedness of any cash, property or securities to which the Holders or
the Trustee would be entitled except for the provisions of this Article, and no
payments over pursuant to the provisions of this Article to the holders of
Senior Indebtedness by Holders or the Trustee, shall, as among the Company, the
Guarantors, their respective creditors other than holders of Senior
Indebtedness, and the Holders of the Securities, be deemed to be a payment or
distribution by the Company or any Guarantor to or on account of the Senior
Indebtedness.

          SECTION 10.08. Provisions Solely to Define Relative Rights. The
                         -------------------------------------------
provisions of this Article are and are intended solely for the purpose of
defining the relative rights of the Holders of the Securities on the one hand
and the holders of Senior Indebtedness on the other hand. Nothing contained in
this Article or elsewhere in this Indenture or in the Securities is intended to
or shall (a) impair, as between the Company, or any Guarantor as applicable, and
the Holders, the obligation of the Company or such Guarantor, which is absolute
and unconditional, to pay to the Holders the principal of (and premium and
liquidated damages, if any) and interest on the Securities as and when the same
shall become due and payable in accordance with their terms; or (b) affect the
relative rights against the Company or any Guarantor of the Holders and
creditors of the Company or such Guarantor other than the holders of Senior
Indebtedness; or (c) prevent the Trustee or any Holder from exercising all
remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article of the holders of
Senior Indebtedness.
<PAGE>

                                                                              61

          SECTION 10.09. Trustee to Effectuate Subordination. Each Holder of a
                         -----------------------------------
Security by his acceptance thereof authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to effectuate the
subordination provided in this Article and appoints the Trustee his attorney-in-
fact for any and all such purposes.

          SECTION 10.10. No Waiver of Subordination Provisions. (a) No right of
                         -------------------------------------
any present or future holder of any Senior Indebtedness to enforce subordination
as herein provided shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Company or any Guarantor, or by any act
or failure to act, in good faith, by any such holder, or by any non-compliance
by the Company or any Guarantor with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof any such holder may have or be
otherwise charged with.

          (b)  Without in any way limiting the generality of paragraph (a) of
this Section, the holders of Senior Indebtedness may, at any time and from time
to time, without the consent of or notice to the Trustee or the Holders of the
         ---------------------------------------------------------------------
Securities, without Incurring responsibility to the Holders and without
----------
impairing or releasing the subordination provided in this Article or the
obligations hereunder of the Holders to the holders of Senior Indebtedness, do
any one or more of the following: (1) change the manner, place or terms of
payment or extend the time of payment of, or renew or alter, Senior Indebtedness
or any instrument evidencing the same or any agreement under which Senior
Indebtedness is outstanding; (2) sell, exchange, release or otherwise deal with
any property pledged, mortgaged or otherwise securing Senior Indebtedness; (3)
release any Person liable in any manner for the collection of Senior
Indebtedness; and (4) exercise or refrain from exercising any rights against the
Company, any Guarantor and any other Person.

          SECTION 10.11. Notice to Trustee. (a) The Company shall give prompt
                         -----------------
written notice to the Trustee of any fact known to the Company which would
prohibit the making of any payment to or by the Trustee in respect of the
Securities. Notwithstanding the provisions of this Article or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts which would prohibit the making of any payment to or
by the Trustee in respect of the Securities, unless and until the Trustee shall
have received written notice thereof from the Company or the representative
therefor; and, prior to the receipt of any such written notice, the Trustee,
subject to TIA Sections 315(a) through 315(d), shall be entitled in all respects
to assume that no such facts exist; provided, however, that, if the Trustee
shall not have received the notice provided for in this Section at least three
Business Days prior to the date upon which by the terms hereof any money may
become payable for any purpose (including, without limitation, the payment of
the principal of (and premium and liquidated damages, if any) or interest on any
Security), then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to receive such money and to apply
the same to the purpose for which such money was received and shall not be
affected by any notice to the contrary which may be received by it within three
Business Days prior to such date. A Guarantor, the Registrar or co-registrar,
the Paying Agent, a Representative or a holder of Senior Indebtedness of the
Company or a Guarantor may give the notice; provided, however, that if an issue
                                            --------  -------
of Senior Indebtedness of the Company or a Guarantor has a Representative, only
the Representative may give the notice.

          (b)  Subject to TIA Sections 315(a) through 315(d), the Trustee shall
be entitled to conclusively rely on the delivery to it of a written notice by a
Person representing himself to be a holder of Senior Indebtedness (or a
Representative therefor) to establish that such notice has been given by a
holder of Senior Indebtedness (or a Representative therefor). In the event that
the Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a holder of Senior Indebtedness to
participate in any payment or distribution pursuant to this Article, the Trustee
may request such Person to furnish evidence to the reasonable satisfaction of
the Trustee as to the amount of Senior Indebtedness held by such Person, the
<PAGE>

                                                                              62

extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such Person under
this Article and, if such evidence is not furnished, the Trustee may defer any
payment to such Person pending judicial determination as to the right of such
Person to receive such payment.

          SECTION 10.12. Reliance on Judicial order or Certificate of
                         --------------------------------------------
Liquidating Agent.  Upon any payment or distribution of assets of the Company
-----------------
referred to in this Article, the Trustee, subject to TIA Sections 315(a) through
315(d), and the Holders shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquidation, reorganization, dissolution, winding up
or similar case or proceeding is pending, or a certificate of the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit
of creditors, agent or other Person making such payment or distribution,
delivered to the Trustee or to the Holders, for the purpose of ascertaining the
Persons entitled to participate in such payment or distribution, the holders of
Senior Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article.

          SECTION 10.13. Rights of Trustee As a Holder of Senior Indebtedness;
                         -----------------------------------------------------
Preservation of Trustee's Rights. The Trustee in its individual capacity shall
--------------------------------
be entitled to all the rights set forth in this Article with respect to any
Senior Indebtedness which may at any time be held by it, to the same extent as
any other holder of Senior Indebtedness, and nothing in this Indenture shall
deprive the Trustee of any of its rights as such holder. The Registrar and co-
registrar and the Paying Agent may do the same with like rights. The Trustee
shall be entitled to all the rights set forth in this Article 10 with respect to
any Senior Indebtedness of a Guarantor which may at any time be held by it, to
the same extent as any other holder of Senior Indebtedness of such Guarantor;
and nothing in this Indenture shall deprive the Trustee of any of its rights as
such holder. Nothing in this Article 10 shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 7.07.

          SECTION 10.14. Article Applicable to Paying Agents. In case at any
                         -----------------------------------
time any Paying Agent other than the Trustee shall have been appointed by the
Company and be then acting hereunder, the term "Trustee" as used in this Article
shall in such case (unless the context otherwise requires) be construed as
extending to and including such Paying Agent within its meaning as fully for all
intents and purposes as if such Paying Agent were named in this Article in
addition to or in place of the Trustee; provided, however, that Section 10.13
shall not apply to the Company or any Affiliate of the Company if it or such
Affiliate acts as Paying Agent.

          SECTION 10.15. No Suspension of Remedies. Nothing contained in this
                         -------------------------
Article shall limit the right of the Trustee or the Holders to take any action
to accelerate the maturity of the Securities pursuant to Article 6 or to pursue
any rights or remedies hereunder or under applicable law, except as provided in
Article 6.

          SECTION 10.16. Trust Moneys Not Subordinated. Notwithstanding anything
                         -----------------------------
contained herein to the contrary, payments from cash or the proceeds of U.S.
Government Obligations held in trust under Article 8 hereof by the Trustee (or
other qualifying trustee) and which were deposited in accordance with the terms
of Article 8 hereof and not in violation of Section 10.03 hereof for the payment
of principal of (and premium, if any) and interest on the Securities shall not
be subordinated to the prior payment of any Senior Indebtedness or subject to
the restrictions set forth in this Article, and none of the Holders shall be
obligated to pay over any such amount to the Company or any holder of Senior
Indebtedness or any other creditor of the Company.

          SECTION 10.17. Trustee Not Fiduciary for Holders of Senior
                         -------------------------------------------
Indebtedness. The Trustee shall not be deemed to owe any fiduciary duty to the
------------
holders of Senior Indebtedness
<PAGE>

                                                                              63

and shall not be liable to any such holders if it shall in good faith mistakenly
pay over or distribute to Holders or to the Company or to any other Person cash,
property or securities to which any holders of Senior Indebtedness shall be
entitled by virtue of this Article or otherwise. With respect to the holders of
Senior Indebtedness, the Trustee undertakes to perform or to observe only such
of its covenants or obligations as are specifically set forth in this Article
and no implied covenants or obligations with respect to holders of Senior
Indebtedness shall be read into this Indenture against the Trustee.

          SECTION 10.18. Notice to Holders of Senior Indebtedness. The Company
                         ----------------------------------------
shall promptly notify holders of its Senior Indebtedness if payment of the
Securities is accelerated in accordance with Article 6 because of an Event of
Default.

          SECTION 10.19. Distribution or Notice to Representative. Whenever a
                         ----------------------------------------
distribution is to be made or a notice given to holders of Senior Indebtedness
of the Company or a Guarantor, the distribution may be made and the notice given
to their Representative (if any).

          SECTION 10.20. Article 10 Not To Prevent Events of Default or Limit
                         ----------------------------------------------------
Right To Accelerate. The failure to make a payment pursuant to the Securities by
-------------------
reason of any provision in this Article 10 shall not be construed as preventing
the occurrence of a Default. Nothing in this Article 10 shall have any effect on
the right of the Securityholders or the Trustee to accelerate the maturity of
the Securities.

          The failure of a Guarantor to make a payment on any of its obligations
by reason of any provision in this Article 10 shall not be construed as
preventing the occurrence of a default by such Guarantor under such obligations.
Except as expressly provided herein, nothing in this Article 10 shall have any
effect on the right of the Securityholders or the Trustee to make a demand for
payment on a Guarantor pursuant to Article 11.

          SECTION 10.21. Reliance by Holders of Senior Indebtedness on
                         ---------------------------------------------
Subordination Provisions. Each Securityholder by accepting a Security
------------------------
acknowledges and agrees that the foregoing subordination provisions are, and are
intended to be, an inducement and a consideration to each holder of any Senior
Indebtedness of the Company, whether such Senior Indebtedness was created or
acquired before or after the issuance of the Securities, to acquire and continue
to hold, or to continue to hold, such Senior Indebtedness and such holder of
such Senior Indebtedness shall be deemed conclusively to have relied on such
subordination provisions in acquiring and continuing to hold, or in continuing
to hold, such Senior Indebtedness.

          SECTION 10.22. Trustee's Compensation Not Prejudiced. Nothing in this
                         -------------------------------------
Article shall apply to amounts due to the Trustee pursuant to other sections of
this Indenture.

                                  ARTICLE 11

                                  Guarantees
                                  ----------

          SECTION 11.01. Guarantees. Subject to the release provisions of this
                         ----------
Indenture, each Guarantor hereby jointly and severally irrevocably and
unconditionally guarantees, as a primary obligor and not merely as a surety, to
each Holder and to the Trustee and its successors and assigns (a) the full and
punctual payment when due, whether at Stated Maturity, by acceleration, by
redemption or otherwise, of all obligations of the Company under this Indenture
(including obligations to the Trustee) and the Securities, whether for payment
of principal of, interest on or liquidated damages in respect of, the Securities
and all other monetary obligations of the Company under this Indenture and the
Securities and (b) the full and punctual performance within applicable grace
periods of all other obligations of the Company whether for expenses,
indemnification or otherwise under this Indenture and the Securities (all the
foregoing
<PAGE>

                                                                              64

being hereinafter collectively called the "Guaranteed Obligations") by executing
a Guarantee. Each Guarantor further agrees that the Guaranteed Obligations may
be extended or renewed, in whole or in part, without notice or further assent
from each such Guarantor, and that each such Guarantor shall remain bound under
this Article 11 notwithstanding any extension or renewal of any Guaranteed
Obligation.

          Each Guarantor waives presentation to, demand of, payment from and
protest to the Company of any of the Guaranteed Obligations and also waives
notice of protest for non-payment. Each Guarantor waives notice of any default
under the Securities or the Guaranteed Obligations. The obligations of each
Guarantor hereunder shall not be affected by (a) the failure of any Holder or
the Trustee to assert any claim or demand or to enforce any right or remedy
against the Company or any other Person under this Indenture, the Securities or
any other agreement or otherwise; (b) any extension or renewal of any thereof;
(c) any rescission, waiver, amendment or modification of any of the terms or
provisions of this Indenture, the Securities or any other agreement; (d) the
release of any security held by any Holder or the Trustee for the Guaranteed
Obligations or any of them; (e) the failure of any Holder or Trustee to exercise
any right or remedy against any other guarantor of the Guaranteed Obligations;
or (f) any change in the ownership of such Guarantor, except as provided in
Section 11.02(b).

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

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

          The Guarantee of each Guarantor is, to the extent and in the manner
set forth in Article 10, subordinated and subject in right of payment to the
prior payment in full of the principal of and premium, if any, and interest on
all Senior Indebtedness of the relevant Guarantor and is made subject to such
provisions of this Indenture.

          Except as expressly set forth in Sections 8.01(b), 11.02 and 11.06,
the obligations of each Guarantor hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason, including any
claim of waiver, release, surrender, alteration or compromise, and shall not be
subject to any defense of setoff, counterclaim, recoupment or termination
whatsoever or by reason of the invalidity, illegality or unenforceability of the
Guaranteed Obligations or otherwise. Without limiting the generality of the
foregoing, the obligations of each Guarantor herein shall not be discharged or
impaired or otherwise affected by the failure of any Holder or the Trustee to
assert any claim or demand or to enforce any remedy under this Indenture, the
Securities or any other agreement, by any waiver or modification of any thereof,
by any default, failure or delay, wilful or otherwise, in the performance of the
obligations, or by any other act or thing or omission or delay to do any other
act or thing which may or might in any manner or to any extent vary the risk of
any Guarantor or would otherwise operate as a discharge of any Guarantor as a
matter of law or equity.

          Each Guarantor agrees that its Guarantee shall remain in full force
and effect until payment in full of all the Guaranteed Obligations (except as
otherwise provided in Section 8.01(b)). Each Guarantor further agrees that its
Guarantee herein shall continue to be
<PAGE>

                                                                              65

effective or be reinstated, as the case may be, if at any time payment, or
any part thereof, of principal of or interest on any Guaranteed Obligation is
rescinded or must otherwise be restored by any Holder or the Trustee upon the
bankruptcy or reorganization of the Company or otherwise.

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

          Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any Guaranteed Obligations
guaranteed hereby until payment in full of all Guaranteed Obligations and all
obligations to which the Guaranteed Obligations are subordinated as provided in
Article 10. Each Guarantor further agrees that, as between it, on the one hand,
and the Holders and the Trustee, on the other hand, (x) the maturity of the
Guaranteed Obligations guaranteed hereby may be accelerated as provided in
Article 6 for the purposes of any Guarantee herein, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
Guaranteed Obligations guaranteed hereby, and (y) in the event of any
declaration of acceleration of such Guaranteed Obligations as provided in
Article 6, such Guaranteed Obligations (whether or not due and payable) shall
forthwith become due and payable by such Guarantor for the purposes of this
Section 11.01.

          Each Guarantor also agrees to pay any and all costs and expenses
(including reasonable attorneys' fees and expenses) Incurred by the Trustee or
any Holder in enforcing any rights under this Section 11.01.

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

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

          (b)  A Guarantee as to any Guarantor shall terminate and be of no
further force or effect and such Guarantor shall be deemed to be released from
all obligations under this Article 11 (i) in the event that such Guarantor no
longer has outstanding, other than the Guarantee, any Indebtedness (in the case
of a Domestic Restricted Subsidiary) or Material Indebtedness (in the case of a
Foreign Restricted Subsidiary) or (ii) upon (x) the merger or consolidation of
such Guarantor with or into any Person other than the Company or a Subsidiary or
Affiliate of the Company where such Guarantor is not the surviving entity of
such consolidation or merger or (y) the sale by the Company or any Subsidiary of
the Company (or any pledgee of the Company) of a majority of the Capital Stock
of such Guarantor, where, after such sale, such Guarantor is no longer a
Subsidiary of the Company; provided, however, that each such merger,
                           --------  -------
consolidation or sale (or, in the case of a sale by such a pledgee, the
disposition of the proceeds of such sale) shall comply with Section 4.06 and
Section 5.01(b). At
<PAGE>

                                                                              66

the written request of the Company, the Trustee shall execute and deliver an
appropriate instrument evidencing such release.

          SECTION 11.03. Successors and Assigns. This Article 11 shall be
                         ----------------------
binding upon each Guarantor and its successors and assigns and shall inure to
the benefit of the successors and assigns of the Trustee and the Holders and, in
the event of any transfer or assignment of rights by any Holder or the Trustee,
the rights and privileges conferred upon that party in this Indenture and in the
Securities shall automatically extend to and be vested in such transferee or
assignee, all subject to the terms and conditions of this Indenture.

          SECTION 11.04. No Waiver. Neither a failure nor a delay on the part of
                         ---------
either the Trustee or the Holders in exercising any right, power or privilege
under this Article 11 shall operate as a waiver thereof, nor shall a single or
partial exercise thereof preclude any other or further exercise of any right,
power or privilege. The rights, remedies and benefits of the Trustee and the
Holders herein expressly specified are cumulative and not exclusive of any other
rights, remedies or benefits which either may have under this Article 11 at law,
in equity, by statute or otherwise.

          SECTION 11.05. Modification. No modification, amendment or waiver of
                         ------------
any provision of this Article 11, nor the consent to any departure by any
Guarantor therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Trustee, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. No
notice to or demand on any Guarantor in any case shall entitle such Guarantor to
any other or further notice or demand in the same, similar or other
circumstances.

          SECTION 11.06. Execution of Supplemental Indenture for Future
                         ----------------------------------------------
Subsidiary Guarantors. Each Subsidiary which is required to become a Subsidiary
---------------------
Guarantor pursuant to Section 4.11 shall promptly execute and deliver to the
Trustee a supplemental indenture in the form of Exhibit C hereto pursuant to
which such Subsidiary shall become a Subsidiary Guarantor under this Article 11
and shall guarantee the Guaranteed Obligations. Concurrently with the execution
and delivery of such supplemental indenture, the Company shall deliver to the
Trustee an Opinion of Counsel and an Officers' Certificate to the effect that
such supplemental indenture has been duly authorized, executed and delivered by
such Subsidiary and that, subject to the application of bankruptcy, insolvency,
moratorium, fraudulent conveyance or transfer and other similar laws relating to
creditors' rights generally and to the principles of equity, whether considered
in a proceeding at law or in equity, the Subsidiary Guarantee of such Subsidiary
Guarantor is a legal, valid and binding obligation of such Subsidiary Guarantor,
enforceable against such Subsidiary Guarantor in accordance with its terms.

                                  ARTICLE 12

                             Intentionally deleted

                                  ARTICLE 13

                          Satisfaction and Discharge
                          --------------------------

          SECTION 13.01. Satisfaction and Discharge of Indenture. This Indenture
                         ---------------------------------------
shall be discharged and shall cease to be of further effect (except as to
surviving rights of registration of transfer or exchange of Securities as
expressly provided for herein) as to all outstanding Securities hereunder, and
the Trustee, upon Company Request and at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when
<PAGE>

                                                                              67

          (a)  either (1) all such Securities theretofore authenticated and
delivered (other than lost, stolen or destroyed Securities which have been
replaced or paid as provided in Section 2.07) have been delivered to the Trustee
for cancellation; or (2) all Securities not theretofore delivered to the Trustee
for cancellation (x) have become due and payable, (y) will become due and
payable at their Stated Maturity within one year, or (z) are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption by the Trustee, acting reasonably, in the
name, and at the expense, of the Company; and the Company or any Guarantor has
irrevocably deposited or caused to be deposited with the Trustee as trust funds
in trust an amount in United States dollars or direct obligations of, or
obligations the principal of and interest on which are unconditionally
guaranteed by, the United States of America (or by any agency thereof to the
extent such obligations are backed by the full faith and credit of the United
States of America), in each case maturing prior to the date the Securities have
become due and payable, the Stated Maturity of the Securities or the relevant
redemption date for the Securities, as the case may be, sufficient to pay and
discharge the entire Indebtedness on the Securities not theretofore delivered to
the Trustee for cancellation, including the principal of, premium, if any, and
accrued interest at maturity, Stated Maturity or redemption date;

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

          (c)  the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that (i) all conditions precedent herein
relating to the satisfaction and discharge hereof have been complied with and
(ii) such satisfaction and discharge will not result in a breach or violation
of, or constitute a default under, this Indenture or any other material
agreement or instrument to which the Company, any Guarantor or any Subsidiary is
a party or by which the Company, any Guarantor or any of the Company's
Subsidiaries is bound.

          Notwithstanding the satisfaction and discharge hereof, the obligations
of the Company to the Trustee under Section 7.07 and, if United States dollars
shall have been deposited with the Trustee pursuant to subclause (2) of
subsection (a) of this Section 13.01, the obligations of the Trustee under
Section 13.02 shall survive.

          SECTION 13.02. Application of Trust Money. Subject to the provisions
                         --------------------------
of the last paragraph of Section 2.04, all United States dollars deposited with
the Trustee pursuant to Section 13.1 shall be held in trust and applied by it,
in accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal of, premium, if any, and interest on, the
Securities for whose payment such United States dollars have been deposited with
the Trustee.

                                  ARTICLE 14

                                 Miscellaneous
                                 -------------

          SECTION 14.01. Trust Indenture Act Controls. If any provision of this
                         ----------------------------
Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control.
<PAGE>

                                                                              68

          SECTION 14.02. Notices. Any notice or communication shall be in
                         -------
writing and delivered in person or mailed by first-class mail addressed as
follows:

                    if to the Company:

                    Tritel PCS, Inc.
                    1010 N. Glebe Road, Suite 800
                    Arlington, VA 22201
                    (703) 236-1100

                    Attention of: Thomas H. Sullivan

                    if to the Trustee:

                    Firstar Bank, N.A.
                    101 East Fifth Street
                    St. Paul, Minnesota 55101
                    (651) 229-2600

                    Attention of: Corporate Trust Department

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

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

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

          SECTION 14.03. Communication by Holders with Other Holders.
                         -------------------------------------------
Securityholders may communicate pursuant to Section 312(b) of the TIA with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and anyone else shall have
the protection of Section 312(c) of the TIA.

          SECTION 14.04. Certificate and Opinion as to Conditions Precedent.
                         --------------------------------------------------
Upon any request or application by the Company to the Trustee to take or refrain
from taking any action under this Indenture, the Company shall furnish to the
Trustee:

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

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

                                                                              69

          SECTION 14.05. Statements Required in Certificate or Opinion. Each
                         ---------------------------------------------
certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture shall include:

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

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

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

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

          SECTION 14.06. When Securities Disregarded. In determining whether the
                         ---------------------------
Holders of the required principal amount of Securities have concurred in any
direction, waiver or consent, Securities owned by the Company, any Guarantor or
by any Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company or any Guarantor shall be
disregarded and deemed not to be outstanding, except that, for the purpose of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Securities which the Trustee knows are so
owned shall be so disregarded. Subject to the foregoing, only Securities
outstanding at the time shall be considered in any such determination.

          SECTION 14.07. Rules by Trustee, Paying Agent and Registrar. The
                         --------------------------------------------
Trustee may make reasonable rules for action by or a meeting of Securityholders.
The Registrar and the Paying Agent may make reasonable rules for their
functions.

          SECTION 14.08. Legal Holidays. If a payment date is a Legal Holiday,
                         --------------
payment shall be made on the next succeeding day that is not a Legal Holiday,
and no interest shall accrue for the intervening period. If a regular record
date is a Legal Holiday, the record date shall not be affected.

          SECTION 14.09. GOVERNING LAW. THIS INDENTURE AND THE SECURITIES SHALL
                         -------------
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO
THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.

          SECTION 14.10. No Recourse Against Others. A director, officer,
                         --------------------------
employee or stockholder, as such, of the Company shall not have any liability
for any obligations of the Company under the Securities or this Indenture or for
any claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Securityholder shall waive and release
all such liability. The waiver and release shall be part of the consideration
for the issue of the Securities.

          SECTION 14.11. Successors. All agreements of the Company and each
                         ----------
Guarantor in this Indenture and the Securities shall bind its successors. All
agreements of the Trustee in this Indenture shall bind its successors.
<PAGE>

                                                                              70

          SECTION 14.12. Multiple Originals. The parties may sign any number of
                         ------------------
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. One signed copy is enough to prove this
Indenture.

          SECTION 14.13. Table of Contents; Headings. The table of contents,
                         ---------------------------
cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not intended
to be considered a part hereof and shall not modify or restrict any of the terms
or provisions hereof.
<PAGE>

                                                                              71

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

                                   TRITEL PCS, INC.,

                                   by /s/ Thomas H. Sullivan
                                      --------------------------------
                                      Name: Thomas H. Sullivan
                                      Title: Executive Vice President -
                                             Chief Financial Officer and
                                             Treasurer

                                   TRITEL, INC.,

                                   by /s/ Thomas H. Sullivan
                                      --------------------------------
                                      Name: Thomas H. Sullivan
                                      Title: Executive Vice President -
                                             Chief Financial Officer and
                                             Treasurer

                                   TRITEL COMMUNICATIONS, INC.,

                                   by /s/ Thomas H. Sullivan
                                      --------------------------------
                                      Name: Thomas H. Sullivan
                                      Title: Executive Vice President -
                                             Chief Financial Officer and
                                             Treasurer

                                   TRITEL FINANCE, INC.,

                                   by /s/ Thomas H. Sullivan
                                      --------------------------------
                                      Name: Thomas H. Sullivan
                                      Title: Executive Vice President -
                                             Chief Financial Officer and
                                             Treasurer

                                   FIRSTAR BANK, N.A., as Trustee,

                                   by /s/ Frank P. Leslie III
                                      --------------------------------
                                      Name: Frank P. Leslie III
                                      Title: Vice President
<PAGE>

                                                                      APPENDIX A

                  PROVISIONS RELATING TO INITIAL SECURITIES,
                  ------------------------------------------
                          PRIVATE EXCHANGE SECURITIES
                          ---------------------------
                            AND EXCHANGE SECURITIES
                            -----------------------

     1. Definitions
        -----------

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

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

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

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

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

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

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

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

          "Initial Purchasers" means Salomon Smith Barney Inc., Lehman Brothers
Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America
Securities LLC and TD Securities (USA) Inc.

          "Private Exchange" means an offer by the Company, pursuant to the
Registration Agreement, to issue and deliver to certain purchasers, in exchange
for the Initial Securities held by such purchasers as part of their initial
distribution, a like aggregate principal amount of Private Exchange Securities.

          "Private Exchange Securities" means the Securities of the Company
issued in exchange for Initial Securities pursuant to this Indenture in
connection with the Private Exchange pursuant to the Registration Agreement.

          "Purchase Agreement" means the Purchase Agreement dated January 19,
2001, among the Company, the Guarantors and the Initial Purchasers.

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

          "Registered Exchange Offer" means the offer by the Company, pursuant
to the Registration Agreement, to certain Holders of Initial Securities, to
issue and deliver to such
<PAGE>

                                                                               2



Holders, in exchange for their Initial Securities, a like aggregate principal
amount of Exchange Securities registered under the Securities Act.

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

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

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

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

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

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

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

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

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

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

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

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

    1.2  Other Definitions
         -----------------

<TABLE>
<CAPTION>
    Term:                                                   Defined in Section:
    ----                                                    ------------------
<S>                                                         <C>
"Agent Members"..................................................   2.1(b)
"IAI Global Security"............................................   2.1(a)
"Global Security"................................................   2.1(a)
"Regulation S Global Security"...................................   2.1(a)
"Rule 144A Global Security"......................................   2.1(a)
</TABLE>
<PAGE>

                                                                               3

2. The Securities
   --------------

2.1 Form and Dating
    ---------------
<PAGE>

                                                                               4

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

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

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

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

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

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

                                                                               5

    2.2 Authentication. The Trustee shall authenticate and make available for
        --------------
delivery upon a written order of the Company signed by two Officers (1) Initial
Securities for original issue on the date hereof in an aggregate principal
amount of $450,000,000 and (2) the (A) Exchange Securities for issue only in a
Registered Exchange Offer and (B) Private Exchange Securities for issue only a
Private Exchange, in the case of each of (A) and (B) pursuant to the
Registration Agreement and for a like principal amount of Initial Securities
exchanged pursuant thereto. Such order shall specify the amount of the
Securities to be authenticated, the date on which the original issue of
Securities is to be authenticated and whether the Securities are to be Initial
Securities, Exchange Securities or Private Exchange Securities. The aggregate
principal amount of Securities outstanding at any time may not exceed
$450,000,000 except as provided in Section 2.07 of this Indenture.

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

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

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

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

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

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

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

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

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

               (b) Restrictions on Transfer of a Definitive Security for a
                   -------------------------------------------------------
Beneficial Interest in a Global Security. A Definitive Security may not be
-----------------------------------------
exchanged for a beneficial interest in a Global Security except upon
satisfaction of the requirements set forth below. Upon receipt by
<PAGE>

                                                                               6

the Trustee of a Definitive Security, duly endorsed or accompanied by a written
instrument of transfer in form reasonably satisfactory to the Company and the
Registrar, together with:

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

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

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

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

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

                                                                               7

records the date and a corresponding decrease in the principal amount of Global
Security from which such interest is being transferred.

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

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

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

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

          (e)   Legend.
                ------

          (i)   Except as permitted by the following paragraphs (ii), (iii) or
(iv), each Security certificate evidencing the Global Securities and the
Definitive Securities (and all
<PAGE>

                                                                               8

    Securities issued in exchange therefor or in substitution thereof) shall
    bear a legend in substantially the following form (each defined term in the
    legend being defined as such for purposes of the legend only):

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

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

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

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

Each Definitive Security shall bear the following additional legend:

    "IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR
AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION
<PAGE>

                                                                               9

AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER
COMPLIES WITH THE FOREGOING RESTRICTIONS."

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

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

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

         (v)   Upon the consummation of a Private Exchange with respect to the
    Initial Securities pursuant to which Holders of such Initial Securities are
    offered Private Exchange Securities in exchange for their Initial
    Securities, all requirements pertaining to such Initial Securities that
    Initial Securities be issued in global form shall continue to apply, and
    Private Exchange Securities in global form with the Restricted Securities
    Legend shall be available to Holders that exchange such Initial Securities
    in such Private Exchange.

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

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

                                                                              10

         (g)   Obligations with Respect to Transfers and Exchanges of
               ------------------------------------------------------
Securities.
----------
<PAGE>

                                                                              11

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

     (ii)  No service charge shall be made for any registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
transfer tax, assessments, or similar governmental charge payable in connection
therewith (other than any such transfer taxes, assessments or similar
governmental charge payable upon exchange or transfer pursuant to Sections 3.06,
4.06, 4.08 and 9.05 of the Indenture).

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

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

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

           (h)  No Obligation of the Trustee.
                ----------------------------

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

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

                                                                              12



    2.4  Definitive Securities
         ---------------------

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

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

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

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

                                                                       EXHIBIT A

                      [FORM OF FACE OF INITIAL SECURITY]

                          [Global Securities Legend]

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

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

                        [Restricted Securities Legend]

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

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

          THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO
LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS
AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION
S UNDER THE SECURITIES ACT, (E) TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7)
<PAGE>

UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING
THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE
SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR
OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES
ACT OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR
(F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE
REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

                      [Legend for Definitive Securities]

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

No.                                                                          $

                   10 3/8% Senior Subordinated Note due 2011

                                                                     CUSIP No.

          Tritel PCS, Inc., a Delaware corporation, promises to pay to Cede &
Co., or registered assigns, the principal sum listed on the Schedule of
Increases or Decreases in Global Security attached hereto on January 15, 2011.

          Interest Payment Dates: January 15 and July 15.

          Record Dates: January 1 and July 1.
<PAGE>

                                                                               2

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

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

Dated:

                                             TRITEL PCS, INC.,

                                             by
                                               ________________________________
                                               Name:
                                               Title:

                                             by
                                               ________________________________
                                               Name:
                                               Title:
<PAGE>

                                                                               3

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities
referred to in the Indenture.

Dated:

                                           FIRSTAR BANK, N.A., as Trustee

                                           by
                                              _________________________________
                                                    Authorized Signatory
<PAGE>

                                                                               4

                  [FORM OF REVERSE SIDE OF INITIAL SECURITY]

                   10 3/8% Senior Subordinated Note due 2011

1.   Interest
     --------

          (a) Tritel PCS, Inc., a Delaware corporation (such corporation, and
its successors and assigns under the Indenture hereinafter referred to, being
herein called the "Company"), promises to pay interest on the principal amount
of this Security at the rate per annum shown above. The Company shall pay
interest semiannually on January 15 and July 15 of each year commencing on July
15, 2001. Interest on the Securities shall accrue from the most recent date to
which interest has been paid or, if no interest has been paid or duly provided
for, from January 24, 2001, until the principal hereof is due. Interest shall be
computed on the basis of a 360-day year of twelve 30-day months. The Company
shall pay cash interest on overdue principal at the rate borne by the Securities
plus 1% per annum, and it shall pay interest on overdue installments of interest
at the same rate to the extent lawful.

          (b) Liquidated Damages. The holder of this Security is entitled to the
              ------------------
benefits of an Exchange and Registration Rights Agreement, dated as of January
24, 2001, among the Company, Tritel, Inc. ("Tritel"), Tritel Communications,
Inc. and Tritel Finance, Inc. (together with Tritel, the "Guarantors") and the
Initial Purchasers named therein (the "Registration Agreement"). Capitalized
terms used in this paragraph (b) but not defined herein have the meanings
assigned to them in the Registration Agreement. If (i) the Shelf Registration
Statement or Exchange Offer Registration Statement, as applicable under the
Registration Agreement, is not filed with the Commission on or prior to 90 days
after the Issue Date, (ii) the Exchange Offer Registration Statement or the
Shelf Registration Statement, as the case may be, is not declared effective
within 210 days after the Issue Date, (iii) the Registered Exchange Offer is not
consummated on or prior to 240 days after the Issue Date, or (iv) the Shelf
Registration Statement is filed and declared effective within 210 days after the
Issue Date but shall thereafter cease to be effective (at any time that the
Company is obligated to maintain the effectiveness thereof) without being
succeeded within 45 days by an additional Registration Statement filed and
declared effective (each such event referred to in clauses (i) through (iv), a
"Registration Default"), the Company shall pay liquidated damages to each holder
of Transfer Restricted Securities, during the period of such Registration
Default, in an amount equal to $0.192 per week per $1,000 of principal amount of
the Securities constituting Transfer Restricted Securities held by such holder
until the applicable Registration Statement is filed or declared effective, the
Registered Exchange Offer is consummated or the Shelf Registration Statement
again becomes effective, as the case may be. All accrued liquidated damages
shall be paid to holders in the same manner as interest payments on the
Securities on semi-annual payment dates which correspond to interest payment
dates for the Securities. Following the cure of all Registration Defaults, the
accrual of liquidated damages shall cease. The Trustee shall have no
responsibility with respect to the determination of the amount of any such
liquidated damages. For purposes of the foregoing, "Transfer Restricted
Securities" means (i) each Initial Security until the date on which such Initial
Security has been exchanged for a freely transferable Exchange Security in the
Registered Exchange Offer, (ii) each Initial Security or Private Exchange
Security until the date on which such Initial Security or Private Exchange
Security has been effectively registered under the Securities Act and disposed
of in accordance with a Shelf Registration Statement or (iii) each Initial
Security or Private Exchange Security until the date on which such Initial
Security or Private Exchange Security is distributed to the public pursuant to
Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under
the Securities Act.

2.   Method of Payment
     -----------------
<PAGE>

                                                                               5

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

3.   Paying Agent and Registrar
     --------------------------

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

4.   Indenture
     ---------

          The Company issued the Securities under an Indenture dated as of
January 24, 2001, (the "Indenture"), among the Company, the Guarantors and the
Trustee. The terms of the Securities include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S.C. (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the
    -----
"TIA"). Terms defined in the Indenture and not defined herein have the meanings
ascribed thereto in the Indenture. The Securities are subject to all terms and
provisions of the Indenture, and Securityholders are referred to the Indenture
and the TIA for a statement of such terms and provisions.

          The Securities are senior subordinated unsecured obligations of the
Company limited to $450,000,000 aggregate principal amount at any one time
outstanding (subject to Sections 2.01 and 2.08 of the Indenture). This Security
is one of the Initial Securities referred to in the Indenture. The Securities
include the Initial Securities and any Exchange Securities and Private Exchange
Securities issued in exchange for Initial Securities. The Initial Securities,
the Exchange Securities and the Private Exchange Securities are treated as a
single class of securities under the Indenture. The Indenture imposes certain
limitations on the ability of the Company and its Restricted Subsidiaries to,
among other things, make certain Investments and other Restricted Payments, pay
dividends and other distributions, Incur Indebtedness, enter into consensual
restrictions upon the payment of certain dividends and distributions by
Restricted Subsidiaries, enter into or permit certain transactions with
Affiliates Asset Dispositions. The Indenture also imposes limitations on the
ability of the Company to consolidate or merge with or into any other Person or
convey, transfer or lease all or substantially all of the property of the
Company.

          To guarantee the due and punctual payment of the principal and
interest on the Securities and all other amounts payable by the Company under
the Indenture and the Securities when and as the same shall be due and payable,
whether, by acceleration or otherwise, according
<PAGE>

                                                                               6

to the terms of the Securities and the Indenture, the Guarantors jointly and
severally, unconditionally guarantee the Guaranteed Obligations on a senior
subordinated basis pursuant to the terms of the Indenture.

5.   Optional Redemption
     -------------------

          Except as set forth in the following paragraph, the Securities will
not be redeemable at the option of the Company prior to January 15, 2006.
Thereafter, the Securities will be redeemable at the option of the Company, in
whole or in part, on not less than 30 nor more than 60 days' prior notice, at
the following redemption prices (expressed as percentages of principal amount),
plus accrued and unpaid interest, if any, to the redemption date (subject to the
right of holders of record on the relevant record date to receive interest, if
any, due on the relevant interest payment date), if redeemed during the 12-month
period commencing on January 15 of the years set forth below:

                                                                Redemption
          Year                                                     Price
          ----------------------------------------------------------------

          2006                                                   105.188%
          2007                                                   103.458%
          2008                                                   101.729%
          2009 and thereafter                                    100.000%

          In addition, at any time and from time to time prior to January 15,
2004, the Company may redeem up to a maximum of 35% of the original aggregate
principal amount of the Securities with the proceeds of one or more Equity
Offerings (1) by the Company, (2) Tritel, Inc. or (3) by Holdings to the extent
that the proceeds thereof are contributed to the Company, at a redemption price
equal to 110.375% of the principal amount on the redemption date; provided,
                                                                  --------
however, that, after giving effect to any such redemption at least 65% of the
-------
original aggregate principal amount of the Securities remains outstanding. In
addition, any such redemption shall be made within 180 days of such Equity
Offering upon not less than 30 nor more than 60 days' notice mailed to each
holder of Securities being redeemed and otherwise in accordance with the
procedures set forth in the Indenture.

          At any time on or prior to January 15, 2006, the Securities may be
redeemed as a whole but not in part at the option of the Company, upon not less
than 30 or more than 60 days' prior notice mailed by first-class mail to each
Holder's registered address, at a redemption price equal to 100% of the
principal amount thereof plus the Make Whole Premium as of, and accrued but
unpaid interest, if any, to, the redemption date, subject to the right of
Holders on the relevant record date to receive interest due on the relevant
interest payment date.

          "Make Whole Premium" means with respect to a Security at any
redemption date, the greater of (i) 1.0% of the principal amount of such
Security or (ii) the excess of (A) the present value of (1) the redemption price
of such Security at January 15, 2006 (such redemption price being set forth in
the table above) plus (2) all required interest payments due on such Security
through January 15, 2006, computed using a discount rate equal to the Treasury
Rate plus 50 basis points, over (B) the then-outstanding principal amount of
such Security.

          "Treasury Rate" means the yield to maturity at the time of computation
of United States Treasury securities with a constant maturity (as compiled and
published in the most recent Federal Reserve Statistical Release H. 15(519)
which has become publicly available at least two Business Days prior to the
redemption date (or, if such Statistical Release is no longer published, any
publicly available source or similar market data) most nearly equal to the
period from the redemption date to January 15, 2006; provided, however, that if
                                                     --------  -------
the period from the redemption date to January 15, 2006 is not equal to the
constant maturity of a United States Treasury security
<PAGE>

                                                                               7

for which a weekly average yield is given, the Treasury Rate shall be obtained
by linear interpolation (calculated to the nearest one-twelfth of a year) from
the weekly average yields of United States Treasury securities for which such
yields are given, except that if the period from the redemption date to January
15, 2006 is less than one year, the weekly average yield on actually traded
United States Treasury securities adjusted to a constant maturity of one year
shall be used.

6.   Sinking Fund
     ------------

          The Securities are not subject to any sinking fund.

7.   Notice of Redemption
     --------------------

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

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

          Upon a Change of Control, each Holder of Securities will have the
right, subject to certain conditions specified in the Indenture, to require the
Company to repurchase all or any part of such holder's Securities at a purchase
price in cash equal to 101% of the principal amount on the Purchase Date, plus
accrued and unpaid interest, if any, to the Purchase Date (subject to the right
of Holders of record on the relevant record date to receive interest due on the
relevant interest payment date), as provided in, and subject to the terms of,
the Indenture.

9.   Subordination
     -------------

          The Securities are subordinated to Senior Indebtedness, as defined in
the Indenture. To the extent provided in the Indenture, Senior Indebtedness must
be paid before the Securities may be paid. The Company and each Guarantor
agrees, and each Securityholder by accepting a Security agrees, to the
subordination provisions contained in the Indenture and authorizes the Trustee
to give it effect and appoints the Trustee as attorney-in-fact for such purpose.

10.  Denominations; Transfer; Exchange
     ---------------------------------

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

                                                                               8

11.  Persons Deemed Owners
     ---------------------

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

12.  Unclaimed Money
     ---------------

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

13.  Discharge and Defeasance
     ------------------------

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

14.  Amendment, Waiver
     -----------------

          Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended without prior notice to any
Securityholder but with the written consent of the Holders of at least a
majority in aggregate principal amount of the outstanding Securities and (ii)
any default or noncompliance with any provision may be waived with the written
consent of the Holders of at least a majority in principal amount of the
outstanding Securities. Subject to certain exceptions set forth in the
Indenture, without the consent of any Holder of Securities, the Company and the
Trustee may amend the Indenture or the Securities (i) to cure any ambiguity,
omission, defect or inconsistency; (ii) to comply with Article 5 of the
Indenture; (iii) to provide for uncertificated Securities in addition to or in
place of certificated Securities (provided that the uncertificated Securities
are issued in registered form for purposes of Section 163(f) of the Code, or in
a manner such that the uncertificated Securities are described in Section
163(f)(2)(B) of the Code); (iv) to add Guarantees with respect to the
Securities; (v) to secure the Securities; (vi) to add additional covenants or to
surrender rights and powers conferred on the Company; (vii) to comply with the
requirements of the Commission in order to effect or maintain the qualification
of the Indenture under the TIA; (viii) to make any change that does not
adversely affect the rights of any Securityholder; (ix) to make any change in
the subordination provisions of the Indenture that would limit or terminate the
benefits available to any holder of Senior Indebtedness of the Company (or any
representative thereof) under such subordination provisions; or (x) to provide
for the issuance of the Exchange Securities or Private Exchange Securities.

15.  Defaults and Remedies
     ---------------------

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

                                                                               9

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

16.  Trustee Dealings with the Company
     ---------------------------------

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

17.  No Recourse Against Others
     --------------------------

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

18.  Authentication
     --------------

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

19.  Abbreviations
     -------------

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

20.  Governing Law
     -------------

          THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT
<PAGE>

                                                                              11

GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

21. CUSIP Numbers
    -------------

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

22. Holders' Compliance with Registration Agreement.
    ------------------------------------------------

          Each Holder of a Security, by acceptance hereof, acknowledges and
agrees to the provisions of the Registration Agreement, including, without
limitation, the obligations of the Holders with respect to a registration and
the indemnification of the Company to the extent provided therein.

          The Company will furnish to any Holder of Securities upon written
request and without charge to the Holder a copy of the Indenture which has in it
the text of this Security.
<PAGE>

                                                                              12

                                ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

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

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

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

Date: ______________________ Your Signature: __________________________

_______________________________________________________________________
     Sign exactly as your name appears on the other side of this Security.
<PAGE>

                                                                              13

         CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF
                        TRANSFER RESTRICTED SECURITIES

This certificate relates to $_________ principal amount of Securities held in
(check applicable space) ____ book-entry or _____ definitive form by the
undersigned.

The undersigned (check one box below):

[_]  has requested the Trustee by written order to deliver in exchange for its
     beneficial interest in the Global Security held by the Depositary a
     Security or Securities in definitive, registered form of authorized
     denominations and an aggregate principal amount equal to its beneficial
     interest in such Global Security (or the portion thereof indicated above);

[_]  has requested the Trustee by written order to exchange or register the
     transfer of a Security or Securities.

In connection with any transfer of any of the Securities evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act, the undersigned confirms that such Securities
are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

     (1)  [_]   to the Company; or

     (2)  [_]   pursuant to an effective registration statement under the
                Securities Act of 1933; or

     (3)  [_]   inside the United States to a "qualified institutional buyer"
                (as defined in Rule 144A under the Securities Act of 1933) that
                purchases for its own account or for the account of a qualified
                institutional buyer to whom notice is given that such transfer
                is being made in reliance on Rule 144A, in each case pursuant to
                and in compliance with Rule 144A under the Securities Act of
                1933; or

     (4)  [_]   outside the United States in an offshore transaction within the
                meaning of Regulation S under the Securities Act in compliance
                with Rule 904 under the Securities Act of 1933; or

     (5)  [_]   to an institutional "accredited investor" (as defined in Rule
                501(a)(1), (2), (3) or (7) under the Securities Act of 1933)
                that has furnished to the Trustee a signed letter containing
                certain representations and agreements; or

     (6)  [_]   pursuant to another available exemption from registration
                provided by Rule 144 under the Securities Act of 1933.

     Unless one of the boxes is checked, the Trustee will refuse to register any
     of the Securities evidenced by this certificate in the name of any Person
     other than the registered holder thereof; provided, however, that if box
                                               --------  -------
     (4), (5) or (6) is checked, the Trustee may require, prior to registering
     any such transfer of the Securities, such legal opinions, certifications
     and other information as the Company has reasonably requested
<PAGE>

                                                                              14

     to confirm that such transfer is being made pursuant to an exemption from,
     or in a transaction not subject to, the registration requirements of the
     Securities Act of 1933.

                                        _________________________________
                                        Your Signature


Signature Guarantee:

Date: ___________________               _________________________________
Signature must be guaranteed            Signature of Signature Guarantee
by a participant in a
recognized signature guaranty
medallion program or other
signature guarantor acceptable
to the Trustee



____________________________________________________________

             TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

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

 Dated: ________________                __________________________________
                                        NOTICE: To be executed by
                                                an executive officer
<PAGE>

                                                                              15

                     [TO BE ATTACHED TO GLOBAL SECURITIES]

             SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

          The initial principal amount of this Global Security is $ . The
following increases or decreases in this Global Security have been made:

<TABLE>
<S>         <C>                         <C>                            <C>                            <C>
Date of     Amount of decrease in       Amount of increase in          Principal Amount of this       Signature of authorized
Exchange    Principal Amount of this    Principal Amount of this       Global Security following      signatory of Trustee or
            Global Security             Global Security                such decrease or increase      Securities Custodian
</TABLE>
<PAGE>

                                                                              16

                      OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Security purchased by the Company
pursuant to Section 4.06 (Asset Disposition) or 4.08 (Change of Control) of the
Indenture, check the box:

     Asset Disposition [_]                            Change of Control [_]

          If you want to elect to have only part of this Security purchased by
the Company pursuant to Section 4.06 or 4.08 of the Indenture, state the
principal amount: $___________

Date: __________________ Your Signature:______________________________________
                                        (Sign exactly as your name appears on
                                        the other side of the Security)

Signature Guarantee:__________________________________________________________
                    Signature must be guaranteed by a participant in a
                    recognized signature guaranty medallion program or other
                    signature guarantor acceptable to the Trustee
<PAGE>

                                                                       EXHIBIT B

                      [FORM OF FACE OF EXCHANGE SECURITY]

No.                                                                          $

                   10 3/8% Senior Subordinated Note due 2011

                                                                      CUSIP No.

          Tritel PCS, Inc., a Delaware corporation, promises to pay to Cede &
Co., or registered assigns, the principal sum listed on the Schedule of
Increases or Decreases in Global Security attached hereto on January 15, 2011

          Interest Payment Dates: January 15 and July 15.

          Record Dates: January 1 and July 1.
<PAGE>

                                                                               2

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

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

Dated:

                                                  TRITEL PCS, INC.,

                                                  by
                                                    ___________________________
                                                    Name:
                                                    Title:

                                                  by
                                                    ___________________________
                                                    Name:
                                                    Title:
<PAGE>

                                                                               3

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities
referred to in the Indenture.

Dated:

                              FIRSTAR BANK, N.A., as Trustee

                              by
                                 _________________________________
                                        Authorized Signatory
<PAGE>

                                                                               4

                  [FORM OF REVERSE SIDE OF EXCHANGE SECURITY]

                   10 3/8% Senior Subordinated Note due 2011

1. Interest.
   --------
          Tritel PCS, Inc., a Delaware corporation (such corporation, and its
successors and assigns under the Indenture hereinafter referred to, being herein
called the "Company"), promises to pay interest on the principal amount of this
Security at the rate per annum shown above. The Company shall pay interest
semiannually on January 15 or July 15 of each year. Interest on the Securities
shall accrue from the most recent date to which interest has been paid or, if no
interest has been paid or duly provided for, from January 24, 2001 until the
principal hereof is due. Interest shall be computed on the basis of a 360-day
year of twelve 30-day months. The Company shall pay cash interest on overdue
principal at the rate borne by the Securities plus 1% per annum, and it shall
pay interest on overdue installments of interest at the same rate to the extent
lawful.

2. Method of Payment
   -----------------

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

3. Paying Agent and Registrar
   --------------------------

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

4. Indenture
   ---------

          The Company issued the Securities under an Indenture dated as of
January 24, 2001 (the "Indenture"), among the Company, the Guarantors and the
Trustee. The terms of the Securities include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S.C. (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the
    -----
"TIA"). Terms defined in the Indenture and not defined herein have the meanings
ascribed thereto in the Indenture. The Securities are subject to all terms and
provisions of the
<PAGE>

                                                                               5
Indenture, and Securityholders are referred to the Indenture and the TIA for a
statement of such terms and provisions.

          The Securities are senior subordinated unsecured obligations of the
Company limited to $450,000,000 principal amount at any one time outstanding
(subject to Sections 2.01 and 2.08 of the Indenture). This Security is one of
the Initial Securities referred to in the Indenture. The Securities include the
Original Securities and any Exchange Securities and Private Exchange Securities
issued in exchange for the Initial Securities pursuant to the Indenture. The
Initial Securities, the Exchange Securities and the Private Exchange Securities
are treated as a single class of securities under the Indenture. The Indenture
imposes certain limitations on the ability of the Company and its Restricted
Subsidiaries to, among other things, make certain Investments and other
Restricted Payments, pay dividends and other distributions, Incur Indebtedness,
enter into consensual restrictions upon the payment of certain dividends and
distributions by Restricted Subsidiaries, enter into or permit certain
transactions with Affiliates, and make Asset Dispositions. The Indenture also
imposes limitations on the ability of the Company to consolidate or merge with
or into any other Person or convey, transfer or lease all or substantially all
of the property of the Company.

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

5. Optional Redemption
   -------------------

          Except as set forth in the following paragraph, the Securities will
not be redeemable at the option of the Company prior to January 15, 2006.
Thereafter, the Securities will be redeemable at the option of the Company, in
whole or in part, on not less than 30 nor more than 60 days' prior notice, at
the following redemption prices (expressed as percentages of principal amount ),
plus accrued and unpaid interest, if any, to the redemption date (subject to the
right of holders of record on the relevant record date to receive interest, if
any, due on the relevant interest payment date), if redeemed during the 12-month
period commencing on January 15 of the years set forth below:

                                                      Redemption
          Year                                          Price
          ------------------------------------------------------
          2006                                         105.188%
          2007                                         103.458%
          2008                                         101.729%
          2009 and thereafter                          100.000%


          In addition, at any time and from time to time prior to January 15,
2004, the Company may redeem up to a maximum of 35% of the original aggregate
principal amount of the Securities with the proceeds of one or more Equity
Offerings (1) by the Company, (2) Tritel, Inc. or (3) by Holdings to the extent
that the proceeds thereof are contributed to the Company, at a redemption price
equal to 110.375% of the principal amount on the redemption date; provided,
                                                                  --------
however, that, after giving effect to any such redemption at least 65% of the
-------
original aggregate principal amount of the Securities remains outstanding. In
addition, any such redemption shall be made within 180 days of such Equity
Offering upon not less than 30 nor more than 60 days' notice mailed to each
holder of Securities being redeemed and otherwise in accordance with the
procedures set forth in the Indenture.
<PAGE>

                                                                               6
          At any time on or prior to January 15, 2006, the Securities may be
redeemed as a whole but not in part at the option of the Company, upon not less
than 30 or more than 60 days' prior notice mailed by first-class mail to each
Holder's registered address, at a redemption price equal to 100% of the
principal amount thereof plus the Make Whole Premium as of, and accrued but
unpaid interest, if any, to, the redemption date, subject to the right of
Holders on the relevant record date to receive interest due on the relevant
interest payment date.

          "Make Whole Premium" means with respect to a Security at any
redemption date, the greater of (i) 1.0% of the principal amount of such
Security or (ii) the excess of (A) the present value of (1) the redemption price
of such Security at January 15, 2006 (such redemption price being set forth in
the table above) plus (2) all required interest payments due on such Security
through January 15, 2006, computed using a discount rate equal to the Treasury
Rate plus 50 basis points, over (B) the then-outstanding principal amount of
such Security.

          "Treasury Rate" means the yield to maturity at the time of computation
of United States Treasury securities with a constant maturity (as compiled and
published in the most recent Federal Reserve Statistical Release H. 15(519)
which has become publicly available at least two Business Days prior to the
redemption date (or, if such Statistical Release is no longer published, any
publicly available source or similar market data) most nearly equal to the
period from the redemption date to January 15, 2006; provided, however, that if
                                                     --------  -------
the period from the redemption date to January 15, 2006 is not equal to the
constant maturity of a United States Treasury security 8 for which a weekly
average yield is given, the Treasury Rate shall be obtained by linear
interpolation (calculated to the nearest one-twelfth of a year) from the weekly
average yields of United States Treasury securities for which such yields are
given, except that if the period from the redemption date to January 15, 2006 is
less than one year, the weekly average yield on actually traded United States
Treasury securities adjusted to a constant maturity of one year shall be used.

6.  Sinking Fund
    ------------

          The Securities are not subject to any sinking fund.

7.  Notice of Redemption
    --------------------

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

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

          Upon a Change of Control, each Holder of Securities will have the
right, subject to certain conditions specified in the Indenture, to require the
Company to repurchase all or any part of such holder's Securities at a purchase
price in cash equal to 101% of the principal amount on the Purchase Date, plus
accrued and unpaid interest, if any, to the Purchase Date (subject to the right
of Holders of record on the relevant record date to receive interest due on the
relevant interest payment date), as provided in, and subject to the terms of,
the Indenture.
<PAGE>

                                                                               7

9.  Subordination
    -------------

          The Securities are subordinated to Senior Indebtedness, as defined in
the Indenture. To the extent provided in the Indenture, Senior Indebtedness must
be paid before the Securities may be paid. The Company and each Guarantor
agrees, and each Securityholder by accepting a Security agrees, to the
subordination provisions contained in the Indenture and authorizes the Trustee
to give it effect and appoints the Trustee as attorney-in-fact for such purpose.

10. Denominations; Transfer; Exchange
    ---------------------------------

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

11. Persons Deemed Owners
    ---------------------

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

12. Unclaimed Money
    ---------------

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

13. Discharge and Defeasance
    ------------------------

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

14. Amendment, Waiver
    -----------------

          Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended without prior notice to any
Securityholder but with the written consent of the Holders of at least a
majority in aggregate principal amount of the outstanding Securities and (ii)
any default or noncompliance with any provision may be waived with the written
consent of the Holders of at least a majority in principal amount of the
outstanding Securities. Subject to certain exceptions set forth in the
Indenture, without the consent of any Holder of Securities, the Company and the
Trustee may amend the Indenture or the Securities (i) to cure any ambiguity,
omission, defect or inconsistency; (ii) to comply with Article 5 of the
Indenture; (iii) to provide for uncertificated Securities in addition to or in
place of certificated Securities (provided that the uncertificated Securities
are issued in registered form for purposes of Section 163(f) of the Code, or in
a manner such that the uncertificated Securities are described in Section
163(f)(2)(B) of the Code); (iv) to add Guarantees with respect to the
Securities; (v) to secure the Securities; (vi) to add additional covenants or to
surrender rights and
<PAGE>

                                                                               8

powers conferred on the Company; (vii) to comply with the requirements of the
Commission in order to effect or maintain the qualification of the Indenture
under the TIA; (viii) to make any change that does not adversely affect the
rights of any Securityholder; (ix) to make any change in the subordination
provisions of the Indenture that would limit or terminate the benefits available
to any holder of Senior Indebtedness of the Company (or any representative
thereof) under such subordination provisions; or (x) to provide for the issuance
of the Exchange Securities or Private Exchange Securities.

15. Defaults and Remedies
    ---------------------

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

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

16. Trustee Dealings with the Company
    ---------------------------------

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

17. No Recourse Against Others
    --------------------------

          A director, officer, employee or stockholder, as such, of the Company
or any Guarantor shall not have any liability for any obligations of the Company
under the Securities or
<PAGE>

                                                                               9

the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each Securityholder
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.

18. Authentication
    --------------

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

19. Abbreviations
    -------------

          Customary abbreviations may be used in the name of a Securityholder or
an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST

20. Governing Law
    -------------

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

21. CUSIP Numbers
    -------------

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

          The Company will furnish to any Holder of Securities upon written
request and without charge to the Holder a copy of the Indenture which has in it
the text of this Security.
<PAGE>

                                                                              10

                                ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

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

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

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

Date: ______________________ Your Signature: _________________________

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

                                                                              11

                      OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Security purchased by the Company
pursuant to Section 4.06 (Asset Disposition) or 4.08 (Change of Control) of the
Indenture, check the box:

                 Asset Sale [_]              Change of Control [_]

          If you want to elect to have only part of this Security purchased by
the Company pursuant to Section 4.06 or 4.08 of the Indenture, state the
principal amount: $___________

Date: __________________ Your Signature:____________________________
                                          (Sign exactly as your name appears on
                                           the other side of the Security)

Signature
Guarantee:_____________________________________________________________
          Signature must be guaranteed by a participant in a recognized
          signature guaranty medallion program or other signature guarantor
          acceptable to the Trustee
<PAGE>

                                                                       EXHIBIT C

                        FORM OF SUPPLEMENTAL INDENTURE

                            SUPPLEMENTAL INDENTURE (this "Supplemental
                        Indenture") dated as of  , among [GUARANTOR] (the "New
                        Guarantor"), a subsidiary of TRITEL PCS, INC. (or its
                        successor), a Delaware corporation (the "Company"),
                        TRITEL, INC., TRITEL COMMUNICATIONS, INC., TRITEL
                        FINANCE, INC. and FIRSTAR BANK, N.A., a national
                        association under the laws of the United States, as
                        trustee under the indenture referred to below (the
                        "Trustee").

                             W I T N E S S E T H :

          WHEREAS the Company and Tritel, Inc., Tritel Communications, Inc. and
Tritel Finance, Inc. (the "Existing Guarantors") have heretofore executed and
delivered to the Trustee an Indenture (the "Indenture") dated as of January 24,
2001, providing for the issuance of an aggregate principal amount of up to
$450,000,000 of 10d% Senior Subordinated Notes due 2011 (the "Securities");

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

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

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

          1. Agreement to Guarantee. The New Guarantor hereby agrees, jointly
             ----------------------
and severally with the Existing Guarantors, to unconditionally guarantee the
Company's obligations under the Securities on the terms and subject to the
conditions set forth in Article 10 of the Indenture and to be bound by all other
applicable provisions of the Indenture and the Securities.

          2. Ratification of IndentEXHIBIT C FORM OF SUPPLEMENTAL INDENTURE
             --------------------------------------------------------------
SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated as of , among
[GUARANTOR] (the "New Guarantor"), a subsidiary of TRITEL PCS, INC. (or its
successor), a Delaware corporation (the "Company"), TRITEL, INC., TRITEL
COMMUNICATIONS, INC., TRITEL FINANCE, INC. and FIRSTAR BANK, N.A., a national
association under the laws of the United States, as trustee under the indenture
referred to below (the "Trustee").

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

                                                                               2

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

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

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

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

                                              [NEW GUARANTOR],

                                              by
                                                ________________________________
                                                Name:
                                                Title:

                                              TRITEL PCS, INC.,

                                              by
                                                ________________________________
                                                Name:
                                                Title:

                                              TRITEL, INC.,

                                               by
                                                ________________________________
                                                Name:
                                                Title:

                                              TRITEL COMMUNICATIONS, INC.,

                                              by
                                                ________________________________
                                                Name:
                                                Title:

                                              TRITEL FINANCE, INC.,

                                              by
                                                ________________________________
                                                Name:
                                                Title:
<PAGE>

                                                                               3

                                           FIRSTAR BANK, N.A., as Trustee

                                           by
                                             _________________________________
                                             Name:
                                             Title:
<PAGE>

                                                                       EXHIBIT D

                                    Form of
                      Transferee Letter of Representation

Tritel PCS, Inc.

In care of
Firstar Bank, N.A.
101 East Fifth Street
St. Paul, Minnesota 55101

Ladies and Gentlemen:

     This certificate is delivered to request a transfer of $ principal amount
of the 10 3/8% Senior Subordinated Notes due 2011 (the "Securities") of Tritel
PCS, Inc. ("Tritel").

     Upon transfer, the Securities would be registered in the name of the new
beneficial owner as follows:

Name:________________________

Address:_____________________

Taxpayer ID Number:__________

     The undersigned represents and warrants to you that:

     1. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the
"Securities Act")), purchasing for our own account or for the account of such an
institutional "accredited investor" at least $250,000 principal amount of the
Securities, and we are acquiring the Securities not with a view to, or for offer
or sale in connection with, any distribution in violation of the Securities Act.
We have such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of our investment in the Securities,
and we invest in or purchase securities similar to the Securities in the normal
course of our business. We, and any accounts for which we are acting, are each
able to bear the economic risk of our or its investment.

     2. We understand that the Securities have not been registered under the
Securities Act and, unless so registered, may not be sold except as permitted in
the following sentence. We agree on our own behalf and on behalf of any investor
account for which we are purchasing the Securities to offer, sell or otherwise
transfer such Securities prior to the date that is two years after the later of
the date of original issue and the last date on which Tritel or any affiliate of
Tritel was the owner of such Securities (or any predecessor thereto) (the
"Resale Restriction Termination Date") only (a) to Tritel, (b) pursuant to a
registration statement that has been declared effective under the Securities
Act, (c) in a transaction complying with the requirements of Rule 144A under the
Securities Act ("Rule 144A"), to a person we reasonably believe is a qualified
institutional buyer under Rule 144A (a "QIB") that is purchasing for its own
account or for the account of a QIB and to whom notice is given that the
transfer is being made in reliance on Rule 144A, (d) in an offshore transaction
within the meaning of, and in compliance with, Regulation S under the Securities
Act, (e) to an institutional "accredited investor" within the meaning of Rule
501(a)(1), (2), (3) or (7) under the Securities Act that is purchasing for its
own account or for the account of such an institutional "accredited investor",
in each case in a minimum principal amount of Securities of $250,000, or (f)
pursuant to any other available exemption from the registration requirements of
the Securities Act, subject in each of the
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                                                                               2

foregoing cases to any requirement of law that the disposition of our property
or the property of such investor account or accounts be at all times within our
or their control and in compliance with any applicable state securities laws.
The foregoing restrictions on resale will not apply subsequent to the Resale
Restriction Termination Date. If any resale or other transfer of the Securities
is proposed to be made pursuant to clause (e) above prior to the Resale
Restriction Termination Date, the transferor shall deliver a letter from the
transferee substantially in the form of this letter to Tritel and the Trustee,
which shall provide, among other things, that the transferee is an institutional
"accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7)
under the Securities Act and that it is acquiring such Securities for investment
purposes and not for distribution in violation of the Securities Act. Each
purchaser acknowledges that Tritel and the Trustee reserve the right prior to
the offer, sale or other transfer prior to the Resale Restriction Termination
Date of the Securities pursuant to clause (d), (e) or (f) above to require the
delivery of an opinion of counsel, certifications or other information
satisfactory to Tritel and the Trustee.

                              TRANSFEREE:___________________________

                               by:__________________________________