<PAGE>

                                                                  EXECUTION COPY

                              Nextel Partners, Inc.

                                       to

                              The Bank of New York
                                     Trustee


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

                                    Indenture
                           Dated as of March 10, 2000


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

                           11% Senior Notes due 2010

<PAGE>

                             Nextel Partners, Inc.

               Reconciliation and tie between Trust Indenture Act
               of 1939 and Indenture, dated as of March 10, 2000

<TABLE>
<CAPTION>
 Trust Indenture                                                        Indenture
   Act Section                                                           Section
------------------                                                ---------------------

<S>                                                               <C>
Section 310(a)(1)    .......................................      6.09
           (a)(2)    .......................................      6.09
           (a)(3)    .......................................      Not Applicable
           (a)(4)    .......................................      Not Applicable
           (a)(5)    .......................................      6.09
           (b)       .......................................      6.08, 6.10
Section 311(a)       .......................................      6.13
           (b)       .......................................      6.13
           (c)       .......................................      6.13
Section 312(a)       .......................................      7.01, 7.02
           (b)       .......................................      7.02(b)
           (c)       .......................................      7.02(c)
Section 313(a)       .......................................      7.03
           (b)       .......................................      7.03
           (c)       .......................................      7.03
           (d)       .......................................      7.03(b)
Section 314(a)(1)-(3).......................................      7.04
           (a)(4)    .......................................      10.17
           (b)       .......................................      Not Applicable
           (c)(1)    .......................................      1.02, 4.01, 12.04
           (c)(2)    .......................................      1.02, 4.01, 12.04
           (c)(3)    .......................................      12.04
           (d)       .......................................      Not Applicable
           (e)       .......................................      1.02
Section 315(a)       .......................................      6.01, 6.03
           (b)       .......................................      6.02
           (c)       .......................................      6.01
           (d)       .......................................      6.01
           (e)       .......................................      5.14
Section 316(a)(1)(A) .......................................      5.12
           (a)(1)(B) .......................................      5.13
           (a)(2)    .......................................      Not Applicable
           (b)       .......................................      5.08
           (c)       .......................................      1.04
Section 317(a)(1)    .......................................      5.03
           (a)(2)    .......................................      5.04
           (b)       .......................................      10.03
Section 318(a)       .......................................      1.07
</TABLE>

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                     Page
                                                                                     ----

<S>                                                                                  <C>
ARTICLE 1. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION .................   1

         Section 1.01. Definitions .................................................   1
         Section 1.02. Compliance Certificates and Opinions ........................  27
         Section 1.03. Form of Documents Delivered to Trustee ......................  27
         Section 1.04. Acts of Holders; Record Dates ...............................  28
         Section 1.05. Notices, Etc., to Trustee and Company .......................  30
         Section 1.06. Notice to Holders; Waiver ...................................  30
         Section 1.07. Conflict with Trust Indenture Act ...........................  31
         Section 1.08. Effect of Headings and Table of Contents ....................  31
         Section 1.09. Successors and Assigns ......................................  31
         Section 1.10. Separability Clause .........................................  31
         Section 1.11. Benefits of Indenture .......................................  31
         Section 1.12. Governing Law ...............................................  31
         Section 1.13. Legal Holidays ..............................................  31
         Section 1.14. No Recourse Against Others ..................................  32

ARTICLE 2. SECURITY FORMS ..........................................................  32

         Section 2.01. Forms Generally .............................................  32
         Section 2.02. Form of Face of Security ....................................  33
         Section 2.03. Form of Reverse of Security .................................  35
         Section 2.04. Form of Trustee's Certificate of Authentication .............  41
         Section 2.05. Restrictive Legends .........................................  41

ARTICLE 3. THE SECURITIES...........................................................  43

         Section 3.01. Title and Terms .............................................  43
         Section 3.02. Denominations ...............................................  44
         Section 3.03. Execution, Authentication, Delivery and Dating ..............  44
         Section 3.04. Temporary Securities ........................................  44
         Section 3.05. Registration, Registration of Transfer and Exchange .........  45
         Section 3.06. Book-Entry Provisions for Global Security ...................  46
         Section 3.07. Special Transfer Provisions .................................  48
         Section 3.08. Mutilated, Destroyed, Lost and Stolen Securities ............  50
         Section 3.09. Payment of Interest; Interest Rights Preserved ..............  51
         Section 3.10. Persons Deemed Owners .......................................  52
         Section 3.11. Cancellation ................................................  52
         Section 3.12. Computation of Interest .....................................  53
         Section 3.13. CUSIP, CINS and ISIN Numbers ................................  53


                                       ii
<PAGE>

ARTICLE 4. SATISFACTION AND DISCHARGE ..............................................  53

         Section 4.01. Satisfaction and Discharge of Indenture .....................  53
         Section 4.02. Application of Trust Money ..................................  54

ARTICLE 5. REMEDIES ................................................................  54

         Section 5.01. Events of Default ...........................................  54
         Section 5.02. Acceleration of Maturity; Rescission and Annulment ..........  56
         Section 5.03. Collection of Indebtedness and Suits for Enforcement by
                       Trustee .....................................................  57
         Section 5.04. Trustee May File Proofs of Claim ............................  58
         Section 5.05. Trustee May Enforce Claims Without Possession of
                       Securities ..................................................  59
         Section 5.06. Application of Money Collected ..............................  59
         Section 5.07. Limitation on Suits .........................................  59
         Section 5.08. Unconditional Right of Holders to Receive Principal,
                       Premium and Interest ........................................  60
         Section 5.09. Restoration of Rights and Remedies ..........................  60
         Section 5.10. Rights and Remedies Cumulative ..............................  60
         Section 5.11. Delay or Omission Not Waiver ................................  60
         Section 5.12. Control by Holders ..........................................  61
         Section 5.13. Waiver of Past Defaults .....................................  61
         Section 5.14. Undertaking for Costs .......................................  61
         Section 5.15. Wavier of Stay of Extension Laws ............................  62

ARTICLE 6. THE TRUSTEE .............................................................  62

         Section 6.01. Certain Duties and Responsibilities .........................  62
         Section 6.02. Notice of Defaults ..........................................  62
         Section 6.03. Certain Rights of Trustee ...................................  62
         Section 6.04. Not Responsible for Recitals or Issuance of Securities ......  64
         Section 6.05. May Hold Securities .........................................  64
         Section 6.06. Money Held in Trust .........................................  64
         Section 6.07. Compensation and Reimbursement ..............................  64
         Section 6.08. Conflicting Interests .......................................  65
         Section 6.09. Corporate Trustee Required; Eligibility .....................  65
         Section 6.10. Resignation and Removal; Appointment of Successor ...........  66
         Section 6.11. Acceptance of Appointment by Successor ......................  67
         Section 6.12. Merger, Conversion, Consolidation or Succession to
                       Business ....................................................  67
         Section 6.13. Preferential Collection of Claims Against Company ...........  67
         Section 6.14. Appointment of Authenticating Agent .........................  68

  ARTICLE 7. HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY .....................  70

         Section 7.01. Company to Furnish Trustee Names and Addresses of
                       Holders .....................................................  70
         Section 7.02. Preservation of Information; Communications to Holders ......  70


                                      iii
<PAGE>

         Section 7.03. Reports by Trustee ..........................................  70
         Section 7.04. Reports by Company ..........................................  71

ARTICLE 8. CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE ....................  71

         Section 8.01. Company May Consolidate, Etc. Only on Certain Terms .........  71
         Section 8.02. Successor Substituted .......................................  72

ARTICLE 9. SUPPLEMENTAL INDENTURES..................................................  73

         Section 9.01. Supplemental Indentures Without Consent of Holders ..........  73
         Section 9.02. Supplemental Indenture with Consent of Holders ..............  73
         Section 9.03. Execution of Supplemental Indentures ........................  74
         Section 9.04. Effect of Supplemental Indentures ...........................  74
         Section 9.05. Conformity with Trust Indenture Act .........................  74
         Section 9.06. Reference in Securities to Supplemental Indentures ..........  75

ARTICLE 10. COVENANTS...............................................................  75

         Section 10.01. Payment of Principal, Premium and Interest .................  75
         Section 10.02. Maintenance of Office or Agency ............................  75
         Section 10.03. Money for Security Payments to be Held in Trust ............  76
         Section 10.04. Existence ..................................................  76
         Section 10.05. Maintenance of Properties ..................................  77
         Section 10.06. Payment of Taxes and Other Claims ..........................  77
         Section 10.07. Maintenance of Insurance ...................................  77
         Section 10.08. Limitation on Consolidated Debt ............................  77
         Section 10.09. Limitation on Restricted Payments ..........................  78
         Section 10.10. Restricted Subsidiaries ....................................  81
         Section 10.11. Transactions with Affiliates ...............................  82
         Section 10.12. Liens ......................................................  83
         Section 10.13. Change of Control ..........................................  83
         Section 10.14. Dividend and Other Payment Restrictions Affecting
                         Subsidiaries ..............................................  83
         Section 10.15. Activities of the Company and Restricted Subsidiaries ......  84
         Section 10.16. Provision of Financial Information .........................  84
         Section 10.17. Statement by Officers as to Default: Compliance
                         Certificates ..............................................  85
         Section 10.18. Waiver of Certain Covenants ................................  85
         Section 10.19. Limitation on Issuances and Sales of Equity Interests in
                        Wholly Owned Subsidiaries ..................................  85
         Section 10.20. Payments for Consent .......................................  86
         Section 10.21. Asset Sales ................................................  86

ARTICLE 11. REDEMPTION OF SECURITIES ...............................................  87

         Section 11.01. Right of Redemption ........................................  87
         Section 11.02. Applicability of Article ...................................  88
         Section 11.03. Election to Redeem; Notice to Trustee ......................  88


                                       iv
<PAGE>

         Section 11.04. Selection by Trustee of Securities to Be Redeemed ..........  88
         Section 11.05. Notice of Redemption .......................................  88
         Section 11.06. Deposit of Redemption Price ................................  89
         Section 11.07. Securities Payable on Redemption Date ......................  89
         Section 11.08. Securities Redeemed in Part ................................  90

ARTICLE 12. DEFEASANCE AND COVENANT DEFEASANCE .....................................  90

         Section 12.01. Company's Option to Effect Defeasance or Covenant
                        Defeasance .................................................  90
         Section 12.02. Defeasance and Discharge....................................  90
         Section 12.03. Covenant Defeasance ........................................  91
         Section 12.04. Conditions to Defeasance or Covenant Defeasance.............  91
         Section 12.05. Deposited Money and U.S. Government Obligations to Be
                        Held in Trust; Miscellaneous Provisions ....................  93
         Section 12.06. Reinstatement ..............................................  93
</TABLE>

                                    EXHIBITS

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

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

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


                                       v
<PAGE>

                  INDENTURE, dated as of March 10, 2000, between Nextel
Partners, Inc., a Delaware corporation (herein called the "Company"), having
its principal office at 4500 Carillon Point, Kirkland, Washington 98033 and
The Bank of New York, as Trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

                  The Company has duly authorized the creation of an issue of
its Senior Notes due 2010 of substantially the tenor and amount hereinafter set
forth, and to provide therefor the Company has duly authorized the execution and
delivery of this Indenture.

                  All things necessary to make the Securities, when executed by
the Company and authenticated and delivered hereunder and duly issued by the
Company, the valid obligations of the Company, and to make this Indenture a
valid agreement of the Company, in accordance with their and its terms, have
been done.

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE 1.

                        Definitions and Other Provisions
                             of General Application

Section 1.01. DEFINITIONS.

                  For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:

                  (1) the terms defined in this Article have the meanings
         assigned to them in this Article and include the plural as well as the
         singular;

                  (2) all other terms used herein which are defined in the Trust
         Indenture Act, either directly or by reference therein, have the
         meanings assigned to them therein;

                  (3) whenever this Indenture requires that a particular ratio
         or amount be calculated with respect to a specified period after giving
         effect to certain transactions or events on a PRO FORMA basis, such
         calculation will be made as if the transactions or events occurred on
         the first day of such period, unless otherwise specified herein, and
         all accounting terms not otherwise defined herein have the meanings
         assigned to them in accordance with generally accepted accounting
         principles (whether or not such is indicated herein), and, except as
         otherwise herein expressly provided, the term "generally accepted
         accounting principles" with respect to any computation required or
         permitted


<PAGE>

         hereunder shall mean such accounting principles as are generally
         accepted at the date of such computation;

                  (4) unless the context otherwise requires, any reference to an
         "Article" or a "Section" refers to an Article or Section, as the case
         may be, of this Indenture;

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

                  (6) each reference herein to a rule or form of the Commission
         shall mean such rule or form and any rule or form successor thereto, in
         each case as amended from time to time.

                  Certain terms, used principally in Article 6, are defined in
         that Article.

                  Whenever this Indenture requires that a particular ratio or
amount be calculated with respect to a specified period after giving effect to
certain transactions or events on a PRO FORMA basis, such calculation shall be
made as if the transactions or events occurred on the first day of such period,
unless otherwise specified.

                  "Acquired Debt" means Debt of a Person (i) existing at the
         time such Person becomes a Restricted Subsidiary or assumed by the
         Company or a Restricted Subsidiary in connection with the acquisition
         of assets from such Person and (ii) secured by a Lien encumbering any
         asset of such specified Person.

                  "Act", when used with respect to any Holder, has the meaning
         specified in Section 1.04.

                  "Affiliate" of any specified Person means any other Person
         directly or indirectly controlling or controlled by or under direct or
         indirect common control with such Person. "Affiliate" shall be deemed
         to include, but only for purposes of Section 10.11 and without
         limiting the application of the preceding sentence for the purpose of
         such or any other Section, any Person owning, directly or indirectly,
         (i) 10% or more of the Company's outstanding Common Stock or (ii)
         securities having 10% or more of the total voting power of the
         Company's Voting Stock. For the purposes of this definition, "control"
         when used with respect to any specified 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. No individual shall be
         deemed to be controlled by or under common control with any specified
         Person solely by virtue of his or her status as an employee or officer
         of such specified Person or of any other Person controlled by or under
         common control with such specified Person.

                  "Agent Members" has the meaning provided in Section 3.06(a).


                                       2
<PAGE>

                  "Annualized Operating Cash Flow" means, for any fiscal
         quarter, the Operating Cash Flow for such fiscal quarter multiplied by
         four.

                  "Asset Sale" means (i) the sale, lease, conveyance or other
         disposition of any assets or rights (including, without limitation, by
         way of a sale and leaseback) other than sales of inventory and obsolete
         equipment in the ordinary Course of business (provided that the sale,
         conveyance or other disposition of all or substantially all of the
         assets of the Company and its Restricted Subsidiaries taken as a whole
         will be governed by the provisions of Section 10.13 and/or the
         provisions of Section 8.01 and not by the provisions of Section 10.21),
         and (ii) the issue or sale by the Company or any of its Restricted
         Subsidiaries of Capital Stock of any of the Company's Subsidiaries, in
         the case of either clause (i) or (ii), whether in a single transaction
         or a series of related transactions (a) that have a fair market
         value in excess of $5.0 million or (b) for net proceeds in excess of
         $5.0 million. Notwithstanding the foregoing, the following items shall
         not be deemed to be Asset Sales: (i) a transfer of assets by the
         Company to a Wholly Owned Restricted Subsidiary or by a Wholly Owned
         Restricted Subsidiary to the Company or to another Wholly Owned
         Restricted Subsidiary, (ii) an issuance of Capital Stock by a Wholly
         Owned Restricted Subsidiary to the Company or to another Wholly Owned
         Restricted Subsidiary, (iii) a Restricted Payment that is permitted by
         Section 10.09, (iv) Permitted Joint Ventures and (v) any License
         Exchange.

                  "Authenticating Agent" means any Person authorized by the
         Trustee pursuant to Section 6.14 hereof to act on behalf of the Trustee
         to authenticate Securities.

                  "Average Life" means, at any date of determination with
         respect to any Debt, the quotient obtained by dividing (i) the sum of
         the products of (a) the number of years from such date of determination
         to the dates of each successive scheduled principal payment of such
         Debt and (b) the amount of such principal payment by (ii) the sum of
         all such principal payments.

                  "Beneficial Owner" means a beneficial owner as defined in
         Rules l3d-3 and 13d-5 under the Exchange Act (or any successor rules),
         including the provision of such Rules that a person shall be deemed to
         have beneficial ownership of all securities that such person has a
         right to acquire within 60 days, PROVIDED that a person shall not be
         deemed a beneficial owner of, or to own beneficially, any securities if
         such beneficial ownership (1) arises solely as a result of a revocable
         proxy delivered in response to a proxy or consent solicitation made
         pursuant to, and in accordance with, the Exchange Act and the
         applicable rules and regulations thereunder and (2) is not also then
         reportable on Schedule 13D (or any successor schedule) under the
         Exchange Act.

                  "Board of Directors" means the board of directors of the
         Company.

                  "Board Resolution" means a copy of a resolution certified by
         the Secretary or an Assistant Secretary of the Company to have been
         duly adopted by the Board of Directors (unless the context specifically
         requires that such resolution be adopted by a majority of


                                       3
<PAGE>

         the Disinterested Directors, in which case by a majority of such
         directors) and to be in full force and effect on the date of such
         certification and delivered to the Trustee.

                  "Business Day" means each Monday, Tuesday, Wednesday, Thursday
         and Friday which is not a day on which banking institutions in the
         Borough of Manhattan, The City of New York are authorized or obligated
         by law or executive order to close.

                  "Capital Lease Obligations" of any Person means the
         obligations to pay rent or other amounts under lease of (or other Debt
         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 a liability on the face of a balance sheet of such
         Person determined in accordance with generally accepted accounting
         principles and the amount of such obligations shall be the capitalized
         amount thereof in accordance with generally accepted accounting
         principles 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, participations or other equivalents (however designated) of
         stock of, or other ownership interests in, such Person.

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

                  (a) any person or group of persons (as such term is used in
         Section 13(d)(3) of the Exchange Act and the regulations thereunder)
         other than a Permitted Holder is or becomes the Beneficial Owner,
         directly or indirectly, of more than 50% of the total Voting Stock or
         Total Common Equity of the Company; PROVIDED that no Change of Control
         shall be deemed to occur pursuant to this clause (a) if the person is a
         corporation with outstanding debt securities having a maturity at
         original issuance of at least one year and if such debt securities are
         rated Investment Grade by S&P or Moody's for a period of at least 90
         consecutive days, beginning on the date of such event (which period
         will be extended up to 90 additional days for as long as the rating of
         such debt securities is under publicly announced consideration for
         possible downgrading by the applicable rating agency);

                  (b) the Company consolidates with, or merges with or into,
         another Person other than a Permitted Holder or sells, assigns,
         conveys, transfers, leases or otherwise disposes of all or
         substantially all of its assets to any Person other than a Permitted
         Holder, or any Person other than a Permitted Holder consolidates with,
         or merges with or into, the Company, in any such event pursuant to a
         transaction in which the outstanding Voting Stock of the Company is
         converted into or exchanged for cash, securities or other property,
         other than any such transaction where (i) the outstanding Voting Stock
         of the Company is converted into or exchanged for (1) Voting Stock
         (other than redeemable stock) of the surviving or transferee Person or
         (2) cash, securities and other property in an amount which


                                       4
<PAGE>

         could be paid by the Company as a Restricted Payment under this
         Indenture and (ii) immediately after such transaction no person or
         group of persons (as such term is used in Section 13(d)(3) of the
         Exchange Act and the regulations thereunder) is the Beneficial Owner,
         directly or indirectly, of more than 50% of the total Voting Stock or
         Total Common Equity of the surviving or transferee Person; PROVIDED
         that no Change of Control shall be deemed to occur pursuant to this
         clause (b), if the surviving or transferee Person or the person
         referred to in clause (b)(ii) is a corporation with outstanding debt
         securities having a maturity at original issuance of at least one year
         and if such debt securities are rated Investment Grade by S&P or
         Moody's for a period of at least 90 consecutive days, beginning on the
         date of such event (which period will be extended up to 90 additional
         days for as long as the rating of such debt securities is under
         publicly announced consideration for possible downgrading by the
         applicable rating agency);

                  (c) during any consecutive two-year period, individuals who at
         the beginning of such period constituted the Board of Directors
         (together with (i) any directors who are members of the Board of
         Directors on the date hereof, (ii) any new directors whose election by
         such Board of Directors or whose nomination for election by the
         stockholders of the Company was approved by a vote of 66 2/3% of the
         directors then still in office who were either directors at the
         beginning of such period or whose election or nomination for election
         was previously so approved, and (iii) any new directors appointed or
         selected by a Permitted Holder, whether pursuant to a transaction of a
         type described in either of the preceding paragraphs (a) and (b),
         pursuant to a contractual right or pursuant to a right granted under
         the Company's certificate of incorporation or by-laws) cease for any
         reason to constitute a majority of the Board of Directors then in
         office; or

                  (d) the adoption of a plan relating to the liquidation or
         dissolution of the Company.

         Any event that would constitute a Change of Control pursuant to
clause (a) or (b) above but for the proviso thereto shall not be deemed to be
a Change of Control until such time (if any) as the conditions described in
such proviso cease to have been met.

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

         "Closing Price" on any Trading Day with respect to the per share
price of any shares of Capital Stock means the last reported sale price
regular way or, in case no such reported sale takes place on such day, the
average of the reported closing bid and asked prices regular way, in either
case on the New York Stock Exchange or, if such shares of Capital Stock are
not listed or admitted to trading on such exchange, on the principal national
securities exchange on which such shares are listed or admitted to trading
or, if not listed or admitted to trading on any national securities exchange,
on the Nasdaq Stock


                                       5
<PAGE>

Market or, if such shares are not listed or admitted to trading on any
national securities exchange or quoted on the Nasdaq Stock Market but the
issuer is a Foreign Issuer (as defined in Rule 3b-4(b) under the Exchange
Act) and the principal securities exchange on which such shares are listed
or admitted to trading is a Designated Offshore Securities Market (as defined
in Rule 902(a) under the Securities Act), the average of the reported closing
bid and asked prices regular way on such principal exchange, or, if such
shares are not listed or admitted to trading on any national securities
exchange or quoted on the Nasdaq Stock Market and the issuer and principal
securities exchange do not meet such requirements, the average of the closing
bid and asked prices in the over-the-counter market as furnished by any New
York Stock Exchange member firm of national standing that is selected from
time to time by the Company for that purpose.

         "Code" means the Internal Revenue Code, as amended from time to
time, and the rules and regulations thereunder.

         "Committed Capital Contribution" means the irrevocable cash
commitments pursuant to those certain Subscription and Contribution
Agreements by and among the Company, Nextel WIP Corp., Motorola and the Cash
Equity Investors (as defined therein) as in effect on the date hereof.

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

         "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.

         "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture and thereafter
"Company" shall mean such successor Person.

         "Company Request" or "Company Order" means a written request or
order signed in the name of the Company by its Chairman of the Board, its
President or a Vice President, and by its Treasurer, an Assistant Treasurer,
its Secretary or an Assistant Secretary, and delivered to the Trustee.

         "Consolidated Debt" means the aggregate amount of Debt of the
Company and its Restricted Subsidiaries on a Consolidated basis, outstanding
at the date of determination.

         "Consolidated Debt to Annualized Operating Cash Flow Ratio" means,
as at any date of determination, the ratio of (i) Consolidated Debt to (ii)
the Annualized Operating


                                       6
<PAGE>

Cash Flow of the Company for the most recently completed fiscal quarter of
the Company for which financial statements are available.

         "Consolidated Interest Expense" of any Person means, for any period,
(i) the aggregate interest expense and fees and other financing costs in
respect of Debt (including amortization of original issue discount and
non-cash interest payments and accruals), (ii) the interest component in
respect of Capital Lease Obligations and any deferred payment obligations of
such Person and its Restricted Subsidiaries, determined on a Consolidated
basis in accordance with generally accepted accounting principles, (iii) all
commissions, discounts, other fees and charges owed with respect to letters
of credit and bankers' acceptance financing and net costs (including
amortizations of discounts) associated with interest rate swap and similar
agreements and with foreign currency hedge, exchange and similar agreements
and (iv) the product of (a) all dividend payments, whether or not in cash, on
any series of Preferred Capital Stock of such Person or any of its Restricted
Subsidiaries, other than dividend payments on Capital Stock payable solely in
Capital Stock of the Company (other than Redeemable Stock) or to the Company
or a Restricted Subsidiary of the Company, times (b) a fraction, the
numerator of which is one and the denominator of which is one minus the then
current combined federal, state and local statutory tax rate of such Person,
expressed as a decimal, in each case, on a Consolidated basis in accordance
with generally accepted accounting principles.

         "Consolidated Net Income" and "Consolidated Net Loss" mean, for any
period, the net income or net loss, as the case may be, of the Company and
its Restricted Subsidiaries for such period, all as determined on a
Consolidated basis in accordance with generally accepted accounting
principles, adjusted, to the extent included in calculating such net income
or net loss, as the case may be, by excluding without duplication (a) any
after-tax gain or loss attributable to the sale, conversion or other
disposition of assets other than in the ordinary course of business, (b) any
after-tax gains resulting from the write-up of assets and any loss resulting
from the write-down of assets, (c) any after-tax gain or loss on the
repurchase or redemption of any securities (including in connection with the
early retirement or defeasance of any Debt), (d) any foreign exchange gain or
loss, (e) all payments in respect of dividends on shares of Preferred Capital
Stock of the Company, (f) any other extraordinary, non-recurring or unusual
items incurred by the Company or any of its Restricted Subsidiaries, (g) the
net income (or loss) of any Person acquired by the Company or any Restricted
Subsidiary in a pooling-of-interests transaction for any period prior to the
date of such transaction, (h) all income or losses of Unrestricted
Subsidiaries and Persons (other than Subsidiaries) accounted for by the
Company using the equity method of accounting and (i) the net income (but not
net loss) of any Restricted Subsidiary which is subject to any judgment,
decree, order or governmental regulation which prevent the payment of
dividends or the making of distributions to the Company but only to the
extent of such restrictions.

         "Consolidated Net Income (Loss)" means, for any period, the
Company's Consolidated Net Income or Consolidated Net Loss for such period,
as applicable.


                                       7
<PAGE>

         "Consolidated Net Worth" of any Person means the consolidated
stockholders' equity of such Person, determined on a consolidated basis in
accordance with generally accepted accounting principles, less amounts
attributable to Redeemable Stock of such Person; PROVIDED that, with respect
to the Company, no effect shall be given to adjustments following the Closing
Date to the accounting books and records of the Company in accordance with
Accounting Principles Board Opinions Nos. 16 and 17 (or successor opinions
thereto) or otherwise resulting from the acquisition of control of the
Company by another Person.

         "Consolidation" means the consolidation of the accounts of each of
the Restricted Subsidiaries with those of the Company, if and to the extent
that the accounts of each such Restricted Subsidiary would normally be
consolidated with those of the Company in accordance with generally accepted
accounting principles; PROVIDED, HOWEVER, that "Consolidation" shall not
include consolidation of the accounts of any Unrestricted Subsidiary, but the
interest of the Company or any Restricted Subsidiary in any Unrestricted
Subsidiary shall be accounted for as an investment. The term "Consolidated"
has a correlative meaning.

         "Corporate Trust Office" means the principal office of the Trustee
at which at any particular time its corporate trust business shall be
administered, which address as of the Closing Date is located at 101 Barclay
Street, New York, New York 10286, Attention: Corporate Trust Administration.

         "Corporation" means a corporation, association, company, joint-stock
company or business trust.

         "Covenant Defeasance" has the meaning specified in Section 12.03.

         "Credit Facility" means any credit facility (whether a term or
revolving type or both, including New Credit Facility) or letter of credit
facility of the type customarily entered into with banks or Hedging Agreement
(as defined), between the Company and/or any of its Restricted Subsidiaries,
on the one hand, and any banks or other lenders or affiliates thereof, on the
other hand (and any renewals, refundings, extensions or replacements of any
such credit facility), which credit facility is designated by the Company as
a "Credit Facility" for purposes of this Indenture and shall include all such
credit facilities in existence on the Closing Date whether or not so
designated.

         "Debt" 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, (i) every obligation of such Person for money
borrowed, including without limitation, in each case, premium, interest
(including interest accruing subsequent to the filing of, or which would have
accrued but for the filing of, a petition for bankruptcy, whether or not such
interest is an allowable claim in such bankruptcy proceeding), fees and
expenses relating thereto, (ii) 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, (iii) every reimbursement obligation of such Person with


                                       8
<PAGE>

respect to letters of credit, bankers' acceptances or similar facilities
issued for the account of such Person, (iv) 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), (v) every Capital Lease Obligation of such Person,
(vi) the maximum fixed redemption or repurchase price of Redeemable Stock of
such Person at the time of determination plus accrued but unpaid dividends,
(vii) every obligation of such Person under interest rate swap or similar
agreements or foreign currency hedge, exchange or similar agreements of such
Person (collectively, "Hedging Agreements"), and (viii) every obligation of
the type referred to in clauses (i) through (vii) of another Person and all
dividends of another Person the payment of which, in either case, such Person
has Guaranteed or is liable, directly or indirectly, as obligor, Guarantor or
otherwise. The amount of Debt of any Person issued with original issue
discount is the face amount of such Debt less the unamortized portion of the
original issue discount of such Debt at the time of its issuance as
determined in conformity with generally accepted accounting principles, and
money borrowed at the time of the Incurrence of any Debt in order to pre-fund
the payment of interest on such Debt shall be deemed not to be Debt. The
amount of Debt represented by an obligation under an agreement referred to in
clause (vii) shall be equal to (x) zero if such obligation has been Incurred
under clause (v)(B) of the definition of Permitted Debt and (y) the notional
amount of such obligation if it is not so Incurred.

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

         "Default Amount" has the meaning specified in Section 5.02.

         "Defaulted Interest" has the meaning specified in Section 3.09.

         "Defeasance" has the meaning specified in Section 12.02.

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

         "Directed Investment" by the Company or any of its Restricted
Subsidiaries means any Investment for which the cash or property used for
such Investment is received by the Company from the issuance and sale (other
than to a Restricted Subsidiary) on or after February 24, 2000 of shares of
its Capital Stock (other than any of the Preferred Stock), or any options,
warrants or other rights to purchase such Capital Stock (other than any of
the Preferred Stock) designated by the Board of Directors as a "Directed
Investment" to be used for one or more specified investments in the
telecommunications business (including related activities and services) and
is so designated and used at any time within 365 days after the receipt
thereof; PROVIDED that the aggregate amount of any such Directed Investments
may not at any time exceed fifty percent (50%) of the aggregate amount of such
cash or property received by the Company on or after the date hereof from any
such issuance and sale or capital contribution; and


                                       9


<PAGE>

PROVIDED FURTHER that any proceeds from any such issuance or sale may not be
used for such an Investment if such proceeds were, prior to being designated
for use as a Directed Investment, used to make a Restricted Payment.

         "Disinterested Director" means, with respect to any proposed
transaction between the Company and an Affiliate thereof, a member of the
Board of Directors who is not an officer or employee of the Company, would
not be a party to, or have a financial interest in, such transaction and is
not an officer, director or employee of, and does not have a financial
interest in, such Affiliate. For purposes of this definition, no person would
be deemed not to be a Disinterested Director solely because such person holds
Capital Stock of the Company.

         "DLJMB" means DLJ Merchant Banking Partners II, L.P. and its
Affiliates.

         "Event of Default" has the meaning specified in Section 5.01.

         "Exchange Securities" means the new securities of the Company
containing terms identical to the Securities initially issued hereunder
(except that such Securities shall have been registered under the Securities
Act) that are issued and exchanged for the Securities pursuant to the
Registration Rights Agreement.

         "Exchange Act" refers to the Securities Exchange Act of 1934 and any
statute successor thereto, in each case as amended from time to time.

         "Expiration Date" has the meaning specified in the definition of
Offer to Purchase.

         "Fair Market Value" means, for purposes of clause (i) of Section
10.08, the price that would be paid in an arm's-length transaction between an
informed and willing seller under no compulsion to sell and an informed and
willing buyer under no compulsion to buy, as determined in good faith by the
Board of Directors, whose determination shall be conclusive if evidenced by a
Board Resolution; PROVIDED that (x) the Fair Market Value of any security
registered under the Exchange Act shall be the average of the closing prices,
regular way, of such security for the 20 consecutive trading days immediately
preceding the sale of Capital Stock and (y) in the event the aggregate Fair
Market Value of any other property received by the Company exceeds $10
million, the Fair Market Value of such property shall be determined in good
faith by the Board of Directors, including a majority of the Disinterested
Directors who are then members of such Board of Directors, which
determination shall be conclusive if evidenced by a Board Resolution.

         "FCC" means the Federal Communications Commission.

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

         "Guarantee" by any Person means any obligation, contingent or
otherwise, of such Person guaranteeing any Debt of any other Person (the
"primary obligor") in any

                                      10
<PAGE>

manner, whether directly or indirectly, and including any obligation of such
Person, (i) to purchase or pay (or advance or supply funds for the purchase
or payment of) such Debt or to purchase (or to advance or supply funds for
the purchase of) any security for the payment of such Debt, (ii) to purchase
property, securities or services for the purpose of assuring the holder of
such Debt of the payment of such Debt, or (iii) to maintain working capital,
equity capital or other financial statement condition or liquidity of the
primary obligor so as to enable the primary obligor to pay such Debt (and
"Guaranteed", "Guaranteeing" and "Guarantor" shall have meanings correlative
to the foregoing); PROVIDED, HOWEVER, that the Guarantee by any Person shall
not include endorsements by such Person for collection or deposit, in either
case, in the ordinary course of business.

         "Holder" means a Person in whose name a Security is registered in
the Security Register.

         "Incur" means, with respect to any Debt or other obligation of any
Person, to create, issue, incur (by conversion, exchange or otherwise),
assume (pursuant to a merger, consolidation, acquisition or other
transaction), Guarantee or otherwise become liable in respect of such Debt or
other obligation or the recording, as required pursuant to generally accepted
accounting principles or otherwise, of any such Debt or other obligation on
the balance sheet of such Person (and "Incurrence" and "Incurred" shall have
meanings correlative to the foregoing); PROVIDED, HOWEVER, that a change in
generally accepted accounting principles that results in an obligation of
such Person that exists at such time becoming Debt shall not be deemed an
Incurrence of such Debt; PROVIDED FURTHER, HOWEVER, that the accretion of
original issue discount on Debt shall not be deemed to be an Incurrence of
Debt. Debt otherwise Incurred by a Person before it becomes a Subsidiary of
the Company shall be deemed to have been Incurred at the time it becomes such
a Subsidiary.

         "Indenture" means this instrument as originally executed or as it
may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions
hereof, including, for all purposes of this instrument and any such
supplemental indenture, the provisions of the Trust Indenture Act that are
deemed to be a part of and govern this instrument and any such supplemental
indenture, respectively.

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

         "Interest Payment Date" means the Stated Maturity of an installment
of interest on the Securities.

         "Investment" by any Person means any direct or indirect loan,
advance 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 Debt issued by, any other Person or the designation of a

                                      11
<PAGE>

Subsidiary as an Unrestricted Subsidiary; PROVIDED that a transaction will
not be an Investment to the extent it involves (i) the issuance or sale by
the Company of its Capital Stock (other than Redeemable Stock), including
options, warrants or other rights to acquire such Capital Stock (other than
Redeemable Stock), (ii) a transfer, assignment or contribution by the Company
of shares of Capital Stock (or any options, warrants or rights to acquire
Capital Stock), or all or substantially all of the assets of, any
Unrestricted Subsidiary of the Company to another Unrestricted Subsidiary of
the Company or (iii) extensions of trade credit by the Company and its
Restricted Subsidiaries on commercially reasonable terms in the ordinary
course of business and consistent with their normal practice.

         "Investment Grade" means a rating of at least BBB-, in the case of
S&P, or Baa3, in the case of Moody's.

         "Itemized Executive" means any of the following individuals: (i)
John Chapple; (ii) John Thompson; (iii) David Thaler; (iv) David Aas; (v)
Perry Satterlee; and (vi) Mark Fanning

         "License Exchange" means (A) any exchange of Licenses between the
Company and Nextel Communications, Inc. or any Affiliates of Nextel
Communications, Inc. which the Board of Directors of the Company determines
in good faith, on the date of such exchange, are, in the aggregate, of at
least equivalent value; PROVIDED, HOWEVER, that the aggregate value of all
such balances exchanged pursuant to this clause (A) shall not exceed $25.0
million, or (B) any transaction pursuant to which the Company transfers
certain of its Licenses to Nextel Communications, Inc. or any Affiliates of
Nextel Communications, Inc. in exchange for Licenses from a third party, the
purchase price for which was funded by Nextel or any Affiliates of Nextel
Communications, Inc.; PROVIDED, HOWEVER that the aggregate value of all such
Licenses exchanged pursuant to this clause (B) shall not exceed $25.0 million.

         "Licenses" means SMR licenses granted by the FCC that entitle the
holder to use the radio channels covered thereby, subject to compliance with
FCC rules and regulations, in connection with its SMR business.

         "Lien" means, with respect to any property or assets, any mortgage
or deed of trust, pledge, hypothecation, assignment, deposit arrangement,
security interest, lien, charge, easement, encumbrance, preference, priority
or other security agreement or preferential arrangement of any kind or nature
whatsoever on or with respect to such property or assets (including any
conditional sale or other title retention agreement having substantially the
same economic effect as any of the foregoing).

         "Liquidated Damages" means all liquidated damages then owing
pursuant to section 5 of the Registration Rights Agreement.

         "Marketable Securities" means:

                                      12
<PAGE>

         (1)      securities either issued directly or fully guaranteed or
insured by the government of the United States of America or any agency or
instrumentality thereof having maturities of not more than one year;

         (2)      time deposits and certificates of deposit, having
maturities of not more than six months from the date of deposit, of any
domestic commercial bank having capital and surplus in excess of $500 million
and having outstanding long-term debt rated A or better (or the equivalent
thereof) by S&P or Aaa or better (or the equivalent thereof) by Moody's;

         (3)      commercial paper rated A-1 or the equivalent thereof by S&P
or P-1 or the equivalent thereof by Moody's, and in each case maturing within
one year;

         (4)      repurchase obligations with a term of not more than 30 days
for underlying securities of the types described in clause (1) above; and

         (5)      investments in money market funds substantially all of
whose assets comprise securities of the types described in clauses (1)
through (4).

         "Maturity", when used with respect to any Security, means the date
on which the principal of such Security becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption, offer to purchase or otherwise.

         "Memorandum" means the offering memorandum dated February 29, 2000
in connection with the offering of the Securities.

         "Moody's" means Moody's Investors Service, Inc. or, if Moody's
Investors Service, Inc. shall cease rating debt securities having a maturity
at original issuance of at least one year and such ratings business shall
have been transferred to a successor Person, such successor Person; PROVIDED,
HOWEVER, that if Moody's Investors Service, Inc. ceases rating debt
securities having a maturity at original issuance of at least one year and
its ratings business with respect thereto shall not have been transferred to
any successor Person, then "Moody's" shall mean any other national recognized
rating agency (other than S&P) that rates debt securities having a maturity
at original issuance of at least one year and that shall have been designated
by the Company by a written notice given to the Trustee.

         "Net Proceeds" means the aggregate cash proceeds received by the
Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of
(a) the direct costs relating to such Asset Sale (including, without
limitation, legal, accounting, appraisal, investment banking fees, and sales
and brokerage commissions), (b) any relocation expenses incurred as a result
thereof, (c) taxes paid or payable as a result thereof, (d) amounts required
to be applied to the repayment of Debt secured by a Lien on the asset or
assets that were the subject of

                                       13

<PAGE>

such Asset Sale, (e) amounts required to be paid in order to obtain a
necessary consent to such Asset Sale, (f) distributions made to minority
interest holders, based on their pro rata ownership, in Subsidiaries or
Permitted Joint Ventures of such Person as a result of an Asset Sale by such
Subsidiaries or Permitted Joint Ventures, and (g) appropriate amounts to be
provided by such Person or any Subsidiary thereof, as the case may be, as a
reserve in accordance with generally accepted accounting principles against
any liabilities associated with such assets that are subject thereof, as the
case may be, after such Asset Sale, including liabilities under any
indemnification obligations and severance and other employee termination
costs associated with such Asset Sale, in each case, as conclusively
determined by the board of directors of such Person.

         "New Credit Facility" means that certain credit agreement, dated as
of January 29, 1999, as amended and restated in September 1999, by and among
a subsidiary of the Company and a syndicate of banks and other financial
institutions led by Donaldson, Lufkin & Jenrette Securities Corporation, as
arranger, DLJ Capital Funding, as syndication agent and the Bank of Montreal,
as administrative agent, governing a $175.0 million term loan facility, a
$150 million term loan facility and a $100.0 million revolving credit
facility, and Hedging Agreements with Persons that were lenders under the New
Credit Facility (or were affiliates of such lenders) at the time such Hedging
Agreements were entered into, including any related notes, guarantees,
collateral documents, instruments and agreements executed in connection
therewith, as such credit agreement, Hedging Agreements and/or related
documents may be amended, restated, supplemented, renewed, replaced or
otherwise modified from time to time whether or not with the same agent or
lenders and irrespective of any changes in the terms and conditions thereof.

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

         "Notice of Default" means a written notice of the kind specified in
Section 5.01(5).

         "Offer" has the meaning specified in the definition of Offer to
Purchase.

         "Offer to Purchase" means a written offer (the "Offer") sent by the
Company by first class mail, postage prepaid, to each Holder at his address
appearing in the Security Register on the date of the Offer offering to
purchase the Securities 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 (the "Expiration
Date") of the Offer to Purchase which shall be, subject to any contrary
requirements of applicable law, not less than 30 days or more than 45 days
after the date of such Offer and a settlement date (the "Purchase Date") for
purchase of Securities within five Business Days after the Expiration Date.
The Company shall notify the Trustee at least 15 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

                                      14

<PAGE>

Company or, at the Company's request, by the Trustee, in the name and at the
expense of the Company. The Offer shall contain information concerning the
business of the Company and its Subsidiaries which, at a minimum, shall
include (i) the most recent annual and quarterly financial statements and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" contained in the documents required to be filed with the Trustee
pursuant to this Indenture (which requirements may be satisfied by delivery
of such documents together with the Offer), (ii) a description of material
developments in the Company's business subsequent to the date of the latest
of such financial statements referred to in clause (i) (including a
description of the events requiring the Company to make the Offer to
Purchase), (iii) if required under applicable law, PRO FORMA financial
information concerning, among other things, the Offer to Purchase and the
events requiring the Company to make the Offer to Purchase and (iv) any
other information required by applicable law to be included therein. The
Offer shall contain all instructions and materials necessary to enable such
Holders to tender their Securities pursuant to the Offer to Purchase. The
Offer shall also state:

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

         (2) the Expiration Date and the Purchase Date;

         (3) the aggregate principal amount at Stated Maturity of the
Outstanding Securities offered to be purchased by the Company pursuant to the
Offer to Purchase (the "Purchase Amount");

         (4) the purchase price to be paid by the Company for each $1,000
principal amount at Stated Maturity of Securities accepted for payment (as
specified pursuant to this Indenture) (the "Purchase Price");

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

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

         (7) that interest, if any, on any Securities 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;

         (9) that each Holder electing to tender Securities pursuant to the
Offer to Purchase will be required to surrender such Securities at the place
or places the Company or the Trustee so requires, duly endorsed by, or
accompanied by a written instrument of


                                      15
<PAGE>

transfer in form satisfactory to the Company and the Trustee duly executed by
the Holder thereof or his attorney duly authorized in writing;

         (10) that Holders will be entitled to withdraw all or any portion of
the Securities tendered if the Company (or its Paying Agent) receives, not
later than the close of business on the Expiration Date, a facsimile
transmission or letter setting forth the name of the Holder, the principal
amount at Stated Maturity of the Securities the Holder tendered, the
certificate number of the Securities the Holder tendered and a statement that
such Holder is withdrawing all or a portion of his tender;

         (11) that the Company shall purchase all such Securities duly
tendered and not withdrawn pursuant to the Offer to Purchase, and

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

         Any Offer to Purchase shall be governed by and effected in
accordance with the Offer for such Offer to Purchase.

         "Officers' Certificate" means a certificate signed by the Chairman
of the Board, the President or a Vice President, and by the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company,
and delivered to the Trustee. One of the officers signing an Officers'
Certificate given pursuant to Section 10.17 shall be the principal
executive, financial or accounting officer of the Company.

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

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

         "Operating Cash Flow" means, for any fiscal quarter, (i) the
Company's Consolidated Net Income (Loss) plus depreciation, amortization and
other non-cash charges in respect thereof for such fiscal quarter, plus (ii)
all amounts deducted in calculating Consolidated Net Income (Loss) for such
fiscal quarter in respect of Consolidated Interest Expense, and all income
taxes, whether or not deferred, applicable to such income period, all as
determined on a Consolidated basis in accordance with generally accepted
accounting principles. For purposes of calculating Operating Cash Flow for
the fiscal quarter most recently completed for which financial statements are
available prior to any date on which an action is taken that requires a
calculation of the Operating Cash Flow to Consolidated Interest Expense Ratio
or Consolidated Debt to Annualized Operating Cash Flow Ratio, (1) any Person
that is a Restricted Subsidiary on such date (or would become a Restricted
Subsidiary in connection with the transaction that requires the determination
of such ratio) will be deemed to have been a Restricted


                                      16
<PAGE>

Subsidiary at all times during such fiscal quarter, (2) any Person that is
not a Restricted Subsidiary on such date (or would cease to be a Restricted
Subsidiary in connection with the transaction that requires the
determination of such ratio) will be deemed not to have been a Restricted
Subsidiary at any time during such fiscal quarter and (3) if the Company or
any Restricted Subsidiary shall have in any manner acquired (including
through commencement of activities constituting such operating business) or
disposed (including through termination or discontinuance of activities
constituting such operating business) of any operating business during or
subsequent to the most recently completed fiscal quarter, such calculation
will be made on a PRO FORMA basis on the assumption that such acquisition or
disposition had been completed on the first day of such completed fiscal
quarter and may give effect to projected quantifiable improvements in
operating results (on a annualized basis) due to cost reductions calculated
in accordance with Regulation S-X of the Securities Act and evidenced by (A)
in the case of cost reductions of less than $10.0 million, an Officers'
Certificate delivered to the Trustee and (B) in the case of cost reductions
of $10.0 million or more, a resolution of the Board of Directors set forth
in an Officers' Certificate delivered to the Trustee.

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company.

         "Outstanding", when used with respect to Securities, means, as of
the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, EXCEPT:

              (i) Securities theretofore canceled by the Trustee or delivered
to the Trustee for cancellation;

              (ii) Securities for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Trustee or any
Paying Agent (other than the Company) in trust or set aside and segregated in
trust by the Company (if the Company shall act as its own Paying Agent) for
the Holders of such Securities; PROVIDED that, if such Securities are to be
redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made;

              (iii) Securities which have been paid pursuant to Section 3.08
or in exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this Indenture, other than any such
Securities in respect of which there shall have been presented to the Trustee
proof satisfactory to it that such Securities are held by a bona fide
purchaser in whose hands such Securities are valid obligations of the
Company; and

              (iv) Securities as to which Defeasance has been effected
pursuant to Section 12.02;


                                      17
<PAGE>

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, Securities owned by the Company or any other
obligor upon the Securities or any Affiliate of the Company or of such other
obligor shall be disregarded and deemed not to be Outstanding, except that,
in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent, waiver or
other action, only Securities which the a Responsible Officer of the Trustee
actually knows to be so owned shall be so disregarded. Securities so owned
which have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee's right so
to act with respect to such Securities and that the pledgee is not the
Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor.

         "PARI PASSU", when used with respect to the ranking of any Debt of
any Person in relation to other Debt of such Person, means that each such
Debt (a) either (i) is not subordinated in right of payment to any other Debt
of such Person or (ii) is subordinate in right of payment to the same Debt of
such Person as is the other and is so subordinate to the same extent and (b)
is not subordinate in right of payment to the other or to any Debt of such
Person as to which the other is not so subordinate.

         "Paying Agent" means any Person authorized by the Company to pay the
principal of (and premium, if any) or interest on any Securities on behalf of
the Company.

         "Permitted Debt" means:

                  (i) any Debt (including Guarantees thereof) outstanding on the
         Closing Date (including the Securities) and any accretion of original
         issue discount and accrual of interest with respect to such Debt;

                  (ii) any additional Debt outstanding under a Credit Facility
         in aggregate principal amount at any one time outstanding under this
         clause (ii) not to exceed $325.0 million in aggregate for all such
         Credit Facilities, LESS permanent repayments of Debt under such Credit
         Facilities made by the Company or any of its Restricted Subsidiaries
         pursuant to Section 10.21;

                  (iii) any Vendor Financing Debt in an aggregate principal
         amount outstanding at any time not to exceed $100.0 million;

                  (iv) Debt (A) to the Company or (B) to any Restricted
         Subsidiary; PROVIDED that any event which results in any such
         Restricted Subsidiary ceasing to be a Restricted Subsidiary or any
         subsequent transfer of such Debt (other than to the Company or another
         Restricted Subsidiary) shall be deemed, in each case, to constitute an
         Incurrence of such Debt not permitted by this clause (iv);


                                      18
<PAGE>

                  (v) Debt (A) in respect of performance, surety or appeal bonds
         or bankers' acceptances provided in the ordinary course of business,
         (B) under foreign currency hedge, foreign currency exchange, interest
         rate swap or similar agreements; PROVIDED that such agreements (a) are
         designed solely to protect the Company or its Restricted Subsidiaries
         against fluctuations in foreign currency exchange rates or interest
         rates and (b) do not increase the Debt of the obligor outstanding at
         any time other than as a result of fluctuations in foreign currency
         exchange rates or interest rates or by reason of fees, indemnities and
         compensation payable thereunder; and (C) arising from agreements
         providing for indemnification, adjustment of purchase price or similar
         obligations, or from Guarantees or letters of credit, surety bonds or
         performance bonds securing any obligations of the Company or any
         Restricted Subsidiary pursuant to such agreements, in any case Incurred
         in connection with the disposition of any business, assets or
         Restricted Subsidiary (other than Guarantees of Debt Incurred by any
         Person acquiring, all or any portion of such business, assets or
         Restricted Subsidiary for the purpose of financing such acquisition),
         in a principal amount not to exceed the gross proceeds actually
         received by the Company or any Restricted Subsidiary in connection with
         such disposition;

                  (vi) renewals, refundings or extensions of any Debt referred
         to in clause (i) or (iii) above or (viii) below or Incurred pursuant to
         clause (ii) of Section 10.08 and any renewals, refundings or extensions
         thereof, plus (A) the amount of any premium reasonably determined by
         the Company as necessary to accomplish such renewal, refunding or
         extension and (B) such other fees and expenses of the Company
         reasonably incurred in connection with the renewal, refunding or
         extension, PROVIDED that such renewal, refunding or extension shall
         constitute Permitted Debt only (a) to the extent that it does not
         result in an increase in the aggregate principal amount (or, if such
         Debt provides for an amount less than the principal amount thereof to
         be due and payable upon a declaration of acceleration of the maturity
         thereof, in an amount not greater than such lesser amount) of such Debt
         (except as permitted by clause (A) or (B) above), and (b) to the extent
         such renewed, refunded or extended Debt does not have a mandatory
         redemption date prior to the mandatory redemption date of the Debt
         being renewed, refunded or extended or have an Average Life shorter
         than the remaining Average Life of the Debt being renewed, refunded or
         extended; and

                  (vii) Debt payable solely in, or mandatorily convertible into,
         Capital Stock (other than Redeemable Stock) of the Company;

                  (viii) all Exchange Notes issued pursuant to the terms of the
         Registration Rights Agreement for the Notes;

                  (ix) Debt (in addition to Debt permitted under clauses (i)
         through (viii) above) in an aggregate principal amount outstanding at
         any time not to exceed $50.0 million.


                                      19


<PAGE>

         Company or any of its Restricted Subsidiaries (i) is responsible for
         the managerial control of such joint venture and (ii) owns at least 40%
         of the outstanding Capital Stock of such joint venture; PROVIDED that
         such joint venture, together with all other Permitted Joint Ventures
         described in this clause (b), does not cover or service more than 10%
         of the POPs (computed by including only a percentage of the total POPs
         equal to the Company's percentage ownership in that joint venture)
         covered by the Company at the date of determination (as determined in
         good faith by the board of directors).

                  "Permitted Liens" means (i) Liens securing Debt or other
         monetary obligations under a Credit Facility to the extent the
         principal amount of such obligations is permitted by the terms of this
         Indenture to be incurred; (ii) Liens in favor of the Company or a
         Wholly Owned Restricted Subsidiary; (iii) Liens on property of a Person
         existing at the time such Person is merged with or into or consolidated
         with the Company or any Subsidiary of the Company; provided that such
         Liens were in existence prior to the contemplation of such merger or
         consolidation and do not extend to any assets other than those of the
         Person merged into or consolidated with the Company; (iv) Liens on
         property existing at the time of acquisition thereof by the Company or
         any Subsidiary of the Company, provided that such Liens were in
         existence prior to the contemplation of such acquisition; (v) Liens to
         secure the performance of statutory obligations, surety or appeal
         bonds, performance bonds or other obligations of a like nature incurred
         in the ordinary course of business; (vi) Liens to secure Indebtedness
         (including Capital Lease Obligations) permitted by clause (iii) of the
         definition of "Permitted Debt"; (vii) Liens on the date hereof, (viii)
         Liens for taxes, assessments or governmental charges or claims that are
         not yet delinquent or that are being contested in good faith by
         appropriate proceedings promptly instituted and diligently concluded,
         provided that any reserve or other appropriate provision as shall be
         required in conformity with generally accepted account principles shall
         have been made therefor; (ix) Liens (including zoning restrictions,
         servitudes, easements and rights-of-way) incurred in the ordinary
         course of business of the Company or any Subsidiary of the Company that
         (a) are not incurred in connection with the borrowing of money or the
         obtaining of advances or credit (other than trade credit in the
         ordinary course of business) and (b) do not in the aggregate materially
         detract from the value of the property or materially impair the use
         thereof in the operation of business by the Company or such Subsidiary;
         (x) Liens of a lessor under a lease (other than a capitalized lease);
         (xi) Liens not otherwise permitted by the foregoing clauses (i) through
         (vii) securing Debt in an aggregate amount not to exceed 5% of the
         Company's consolidated tangible assets; and (xii) Liens to secure Debt
         incurred to refinance, in whole or in part, Debt secured by any Lien
         referred to in the foregoing clauses (i), (iii), (iv), (v) or this
         clause (xii) so long as such Lien does not extend to any other property
         (other than improvements and accessions to the original property) and
         the principal amount of Debt so secured is not increased except as
         otherwise permitted by this Indenture.

                  "Permitted Transaction" means (1) any written agreements
         existing on the Closing Date and described in or incorporated by
         reference into the Memorandum and (ii) any transaction or transactions
         with any vendor or vendors (other than Motorola, Inc.) of


                                      21
<PAGE>

         property or materials used in the telecommunications business
         (including related activities and services) of the Company or any
         Restricted Subsidiary, PROVIDED (x)such transactions are in the
         ordinary course of business and (y) such vendor does not beneficially
         own more than 10% of the voting power of the Voting Stock of the
         Company, (iii) any amendment, modification or other change to the
         purchase agreement between the Company and Motorola, Inc., dated as of
         January 29, 1999 and as amended on September 9, 1999, or any other
         similar agreement with Motorola, Inc. that has been approved by a
         majority of the Disinterested Directors of the Company, (iv)
         agreements and transactions contemplated by the joint venture agreement
         entered into by and among the Company and Nextel Communications, Inc.
         and their respective Subsidiaries as of January 29, 1999, as amended,
         (v) any License Exchange and (vi) any issuance of equity by the Company
         (other than Redeemable Stock).

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

                  "POP" means the population equivalents as estimated by the
         Company by extrapolation from the 1990 or 2000 U.S. Census and other
         publicly available information.

                  "Predecessor Security" of any particular Security means every
         previous Security evidencing all or a portion of the same debt as that
         evidenced by such particular Security; and, for the purposes of this
         definition, any Security authenticated and delivered under Section 3.08
         in exchange for or in lieu of a mutilated, destroyed, lost or stolen
         Security shall be deemed to evidence the same debt as the mutilated,
         destroyed, lost or stolen Security.

                  "Preferred Capital 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.

                  "Preferred Stock" means the Company's Series B Redeemable
         Preferred Stock.

                  "Private Placement Legend" means the legend initially set
         forth on the Securities in the form set forth in Section 2.05.

                  "Purchase Amount" has the meaning specified in the definition
         of Offer to Purchase.

                  "Purchase Date" has the meaning specified in the definition of
         Offer to Purchase.

                  "Purchase Price" has the meaning specified in the definition
         of Offer to Purchase.


                                      22
<PAGE>

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

                  "Record Expiration Date" has the meaning specified in Section
         1.04.

                  "Redeemable Stock" of any Person means any Capital Stock of
         such Person that by its terms or otherwise is (1) required to be
         redeemed prior to the Stated Maturity of the Securities, (ii)
         redeemable at the option of the holder thereof at any time prior to the
         Stated Maturity of the Securities or (iii) convertible into or
         exchangeable for Capital Stock referred to in clause (i) or (ii) above
         or Debt having a scheduled maturity prior to the Stated Maturity of the
         Securities; PROVIDED that any Capital Stock that would not constitute
         Redeemable Stock but for provisions thereof giving holders thereof the
         right to require such Person to repurchase or redeem such Capital Stock
         upon the occurrence of a "change of control" occurring prior to the
         Stated Maturity of the Securities shall not constitute Redeemable Stock
         if the "change of control" provisions applicable to such Capital Stock
         are no more favorable to the holders of such Capital Stock than the
         provisions contained in Section 10.13 and such Capital Stock
         specifically provides that such Person will not repurchase or redeem
         any such stock, pursuant to such provision prior to the Company's
         repurchase of such Securities as are required to be repurchased
         pursuant to Section 10.13.

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

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

                  "Registration Rights Agreement" means the Registration Rights
         Agreement dated the Closing Date, between the Company and the Initial
         Purchasers.

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

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

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

                  "Required Consent" means, except as otherwise expressly
         provided in this Indenture with respect to matters requiring the
         consent of each holder of Securities affected thereby, the consent of
         holders of not less than a majority in aggregate principal amount at
         Stated Maturity of the Securities.

                  "Responsible Officer" when used with respect to the Trustee,
         means any officer within the Corporate Trust Administration of the
         Trustee (or any successor group of the Trustee) with direct
         responsibility for the administration of this Indenture and also means,


                                      23
<PAGE>

         with respect to a particular corporate trust matter, any other officer
         to whom such matter is referred because of his or her knowledge of and
         familiarity with the particular subject.

                  "Restricted Payments" has the meaning specified in Section
         10.09.

                  "Restricted Subsidiary" means any Subsidiary of the Company,
         whether existing on the Closing Date or created subsequent thereto,
         designated from time to time by the Board of Directors as (or
         otherwise deemed to be) a "Restricted Subsidiary" in accordance with
         Section 10.10.

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

                  "S&P" means Standard & Poor's Ratings Services or, if Standard
         & Poor's Ratings Services shall cease rating debt securities having a
         maturity at original issuance of at least one year and such ratings
         business shall have been transferred to a successor Person, such
         successor Person; PROVIDED, HOWEVER, that if Standard & Poor's Ratings
         Services ceases rating debt securities having a maturity at original
         issuance of at least one year and its ratings business with respect
         thereto shall not have been transferred to any successor Person, then
         "S&P" shall mean any other nationally recognized rating agency (other
         than Moody's) that rates debt securities having a maturity at original
         issuance of at least one year and that shall have been designated by
         the Company by a written notice given to the Trustee.

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

                  "Securities Act" means the Securities Act of 1933 and any
         statute successor thereto, in each case as amended from time to time.

                  "Security Register" and "Security Registrar" have the
         respective meanings specified in Section 3.05.

                  "Shelf Registration Statement" means the Shelf Registration
         Statement as defined in the Registration Rights Agreement.

                  "Special Record Date" for the payment of any Defaulted
         Interest means a date fixed by the Trustee pursuant to Section 3.09.

                  "Specialized Mobile Radio" or "SMR" means a mobile radio
         communications system that is operated as described in the Memorandum.


                                      24
<PAGE>

                  "Stated Maturity" when used with respect to any Debt security
         or any installment of interest thereon, means the date specified in
         such Debt Security as the fixed date on which the principal of such
         Debt Security or such installment of interest is due and payable.

                  "Subsidiary" of any Person means (i) 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 Subsidiaries thereof or (ii)
         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 power to direct the policies, management and
         affairs thereof.

                  "Total Common Equity" of any Person means, as of any day of
         determination (and as modified for purposes of the definition of
         "Change of Control"), the product of (i) 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) and (ii) the average Closing Price of such Common Stock over
         the 20 consecutive Trading Days immediately preceding such day. If no
         such Closing Price exists with respect to shares of any such class, the
         value of such shares for purposes of clause (ii) of the preceding
         sentence shall be determined by the Board of Directors in good faith
         and evidenced by a Board Resolution.

                  "Total Invested Capital" means at any time of determination,
         the sum of, without duplication, (i) the total amount of equity
         contributed to the Company as of January 29, 1999 (being $183.2
         million), PLUS (ii) the aggregate net cash proceeds received by the
         Company from capital contributions or the issuance or sale of Capital
         Stock (other than Redeemable Stock but including Capital Stock issued
         upon the conversion of convertible Debt or from the exercise of
         options, warrants or rights to purchase Capital Stock (other than
         Redeemable Stock)), including cash payments under the Committed Capital
         Contribution, subsequent to January 29, 1999, other than to a
         Restricted Subsidiary, PLUS (iii) the aggregate net cash proceeds
         received by the Company or any Restricted Subsidiary from the sale,
         disposition or repayment of any Investment made after January 29, 1999
         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 (iv) an amount equal to the
         Consolidated net Investment (as of the date of determination) the
         Company and/or any of the Restricted Subsidiaries has made in any
         Subsidiary that has been designated as an Unrestricted Subsidiary after
         January 29, 1999 upon its redesignation as a Restricted Subsidiary in
         accordance with Section 10.10, PLUS (v) Consolidated Debt MINUS (vi)
         the aggregate amount of all Restricted Payments declared or made on or
         after January 29, 1999.


                                      25

<PAGE>

                  "Trading Day" with respect to a securities exchange or
         automated quotation system means a day on which such exchange or system
         is open for a full day of trading.

                  "Trustee" means the Person named as the "Trustee" in the
         first paragraph of this instrument until a successor Trustee shall have
         become such pursuant to the applicable provisions of this Indenture,
         and thereafter "Trustee" shall mean such successor Trustee.

                  "Trust Indenture Act" means the Trust Indenture Act of 1939
         as in force at the date as of which this instrument was executed;
         PROVIDED, HOWEVER, that in the event the Trust Indenture Act of 1939
         is amended after such date, "Trust Indenture Act" means, to the extent
         required by any such amendment, the Trust Indenture Act of 1939 as so
         amended.

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

                  "U.S. Government Obligation" has the meaning specified in
         Section 12.04.

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

                  "Unrestricted Subsidiary" means any Subsidiary that is not a
         Restricted Subsidiary and includes any Restricted Subsidiary that
         becomes an Unrestricted Subsidiary in accordance with Section 10.10.

                  "Vendor Financing Debt" means any Debt owed to (i) a vendor or
         supplier of any property or materials used by the Company or its
         Restricted Subsidiaries in their telecommunications business, (ii) any
         Affiliate of such a vendor or supplier, (iii) any assignee of such a
         vendor, supplier or Affiliate of such a vendor or supplier, or (iv) a
         bank or other financial institution that has financed or refinanced the
         purchase of such property or materials from such a vendor, supplier,
         Affiliate of such a vendor or supplier or assignee of such a vendor or
         supplier; PROVIDED that the aggregate amount of such Debt does not
         exceed the sum of (w) the purchase price of such property or materials
         (including transportation, installation, warranty and testing charges,
         as well as applicable taxes paid, in respect of such property or
         materials), (x) the cost of design, development, site acquisition and
         construction, (y) any interest or other financing costs accruing or
         otherwise payable in respect of the foregoing, and (z) the cost of any
         services provided by such vendor, supplier or Affiliate of such vendor
         or supplier.

                  "Vice President", when used with respect to the Company or
         the Trustee, means any vice president, whether or not designated by a
         number or a word or words added before or after the title "vice
         president".

                  "Voting Stock" of any Person means 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.


                                      26
<PAGE>

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

Section 1.02. COMPLIANCE CERTIFICATES AND OPINIONS.

                  Upon any application or request by the Company to the
Trustee to take any action under any provision of this Indenture (except, for
any actions in connection with the original issuance of Securities
hereunder), the Company shall furnish to the Trustee such certificates and
opinions as may be required under the Trust Indenture Act. Each such
certificate or opinion shall be given in the form of an Officers'
Certificate, if to be given by an officer of the Company, or an Opinion of
Counsel, if to be given by counsel, and shall comply with the requirements of
the Trust Indenture Act and any other requirement set forth in this
Indenture.

                  Every certificate or opinion with respect to compliance
with a condition or covenant provided for in this Indenture shall include

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

                  (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 each 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, in the opinion of each such
         individual, such condition or covenant has been complied with.

Section 1.03. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

                  In any case where several matters are required to be
certified by, or covered by an opinion of, any specified Person, it is not
necessary that all such matters be certified by, or covered by the opinion
of, only one such Person, or that they be so certified or covered by only one
document, but one such Person may certify or give an opinion with respect to
some matters and one or more other such Persons as to other matters, and any
such Person may certify or give an opinion as to such matters in one or
several documents.

                  Any certificate or opinion of an officer of the Company may
be based, insofar as it relates to legal matters, upon a certificate or
opinion of, or representations by, counsel, unless such officer knows, or in
the exercise of reasonable care should know, that the certificate or opinion
or representations with respect to the matters upon which his certificate or
opinion is


                                      27
<PAGE>

based are erroneous. Any such certificate or opinion of counsel may be based,
insofar as it relates to factual matters, upon a certificate or opinion of,
or representations by, an officer or officers of the Company stating that
the information with respect to such factual matters is in the possession of
the Company, unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect
to such matters are erroneous.

                  Where any Person is required to make, give or execute two
or more applications, requests, consents, certificates, statements, opinions
or other instruments under this Indenture, they may, but need not, be
consolidated and form one instrument.

Section 1.04. ACTS OF HOLDERS; RECORD DATES.

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

                  The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness of
such execution or by a certificate of a notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the
execution thereof. Where such execution is by a signer acting in a capacity
other than his individual capacity, such certificate or affidavit shall also
constitute sufficient proof of his authority. The fact and date of the
execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner which the Trustee
deems sufficient.

                  The ownership of Securities shall be proved by the Security
Register.

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

                  The Company may set any day as a record date for the
purpose of determining the Holders of Outstanding Securities entitled to give
or take any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by this Indenture to be given or
taken by Holders of Securities, PROVIDED that the Company may not set a
record date for,


                                      28
<PAGE>

and the provisions of this paragraph shall not apply with respect to, the
giving or making of any notice, declaration, request or direction referred to
in the next paragraph. If any record date is set pursuant to this paragraph,
the Holders of Outstanding Securities on such record date, and no other
Holders, shall be entitled to take the relevant action, whether or not such
Holders remain Holders after such record date; PROVIDED that no such action
shall be effective hereunder unless taken on or prior to the applicable
Record Expiration Date by Holders of the requisite principal amount of
Outstanding Securities on such record date; and PROVIDED, FURTHER, that for
the purpose of determining whether Holders of the requisite principal amount
of such Securities have taken such action, no Security shall be deemed to
have been Outstanding on such record date unless it is also Outstanding on
the date such action is to become effective. Nothing in this paragraph shall
prevent the Company from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any
Person be canceled and of no effect), nor shall anything in this paragraph be
construed to render ineffective any action taken by Holders of the requisite
principal amount of Outstanding Securities on the date such action is taken.
Promptly after any record date is set pursuant to this paragraph, the
Company at its own expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Record Expiration Date to be
given to the Trustee in writing and to each Holder of Securities in the
manner set forth in Section 1.06.

                  The Trustee may set any day as a record date for the
purpose of determining the Holders of Outstanding Securities entitled to join
in the giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 5.02, (iii) any request to institute
proceedings referred to in Section 5.07(2), (iv) any direction referred to in
Section 5.12 or (v) the Required Consent. If any record date is set pursuant
to this paragraph, the Holders of Outstanding Securities on such record date,
and no other Holders, shall be entitled to join in such notice, declaration,
request or direction, whether or not such Holders remain Holders after such
record date; PROVIDED that no such action shall be effective hereunder unless
taken on or prior to the applicable Record Expiration Date by Holders of the
requisite principal amount of Outstanding Securities on such record date; and
PROVIDED, FURTHER, that for the purpose of determining whether Holders of the
requisite principal amount of such Securities have taken such action, no
Security shall be deemed to have been Outstanding on such record date unless
it is also Outstanding on the date such action is to become effective.
Nothing in this paragraph shall be construed to prevent the Trustee from
setting a new record date for any action (whereupon the record date
previously set shall automatically and without any action by any Person be
canceled and of no effect), nor shall anything in this paragraph be construed
to render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Securities on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Trustee, at the
Company's expense, shall cause notice of such record date, the matter(s) to
be submitted for potential action by Holders and the applicable Record
Expiration Date to be given to the Company in writing and to each Holder of
Securities in the manner set forth in Section 1.06.

                  With respect to any record date set pursuant to this
Section, the party hereto that sets such record date may designate any day as
the "Record Expiration Date" and from time to time may change the Record
Expiration Date to any earlier or later day, PROVIDED that no such


                                      29
<PAGE>

change shall be effective unless notice of the proposed new Record Expiration
Date is given to the other party hereto in writing, and to each Holder of
Securities in the manner set forth in Section 1.06, on or before the
existing Record Expiration Date. If a Record Expiration Date is not
designated with respect to any record date set pursuant to this Section, the
party hereto that set such record date shall be deemed to have initially
designated the 180th day after such record date as the Record Expiration Date
with respect thereto, subject to its right to change the Record Expiration
Date as provided in this paragraph. Notwithstanding the foregoing, no Record
Expiration Date shall be later than the 180th day after the applicable record
date.

                  Without limiting the foregoing, a Holder entitled hereunder
to take any action hereunder with regard to any particular Security may do so
with regard to all or any part of the principal amount of such Security or by
one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such principal amount.

Section 1.05. NOTICES, ETC., TO TRUSTEE AND COMPANY.

                  Any request, demand, authorization, direction, notice,
consent, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with,

                  (1) the Trustee by any Holder or by the Company shall be
         sufficient for every purpose hereunder if made, given, furnished or
         filed in writing and mailed, first-class postage prepaid, to or with
         the Trustee at its Corporate Trust Office, Attention: Corporate Trust
         Administration, or

                  (2) the Company by the Trustee or by any Holder shall be
         sufficient for every purpose hereunder (unless otherwise herein
         expressly provided) if in writing and mailed, first-class postage
         prepaid, to the Company addressed to it at the address of its principal
         office specified in the first paragraph of this instrument or at any
         other address previously furnished in writing to the Trustee by the
         Company.

Section 1.06. NOTICE TO HOLDERS; WAIVER.

                  Where this Indenture provides for notice to Holders of any
event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each Holder affected by such event, at his address as it appears in the Security
Register, not later than the latest date (if any), and not earlier than the
earliest date (if any), prescribed for the giving of such notice. In any case
where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders. Where this
Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.


                                      30


<PAGE>

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

Section 1.07. CONFLICT WITH TRUST INDENTURE ACT.

                  If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under such Act to be part
of and govern this Indenture, the latter provision shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall be
deemed to apply to this Indenture as so modified or to be excluded, as the case
may be.

Section 1.08. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

                  The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction
hereof.

Section 1.09. SUCCESSORS AND ASSIGNS.

                  All covenants and agreements in this Indenture by the Company
shall bind its successors and assigns, whether so expressed or not.

Section 1.10. SEPARABILITY CLAUSE.

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

Section 1.11. BENEFITS OF INDENTURE.

                  Nothing in this Indenture or in the Securities, express or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder and the Holders of Securities, any benefit or any legal or
equitable right, remedy or claim under this Indenture.

Section 1.12. GOVERNING LAW.

                  This Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to principles of conflicts of laws.

Section 1.13. LEGAL HOLIDAYS.

                  In any case where any Interest Payment Date, Redemption Date,
Purchase Date or Stated Maturity of any Security shall not be a Business Day,
then (notwithstanding any other provision of this Indenture or of the
Securities) payment of interest or principal (and premium, if any) need not be
made on such date, but may be made on the next succeeding Business Day with


                                       31
<PAGE>

the same force and effect (including with respect to the accrual of interest) as
if made on the Interest Payment Date, Redemption Date or Purchase Date, or at
the Stated Maturity.

Section 1.14. NO RECOURSE AGAINST OTHERS.

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

                                   ARTICLE 2.

                                 Security Forms

Section 2.01. FORMS GENERALLY.

                  The Securities and the Trustee's certificates of
authentication shall be in substantially the forms set forth in this Article,
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities exchange
or as may, consistently herewith, be determined by the officers executing such
Securities, as evidenced by their execution thereof.

                  Securities offered and sold in reliance on Rule 144A shall be
issued initially in the form of one or more permanent global Securities in
registered form, substantially in the form set forth in Section 2.02 (the "U.S.
Global Securities"), deposited with the Trustee, as custodian for the
Depository, duly executed by the Company and authenticated by the Trustee as
hereinafter provided. 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 as custodian for the Depository or its nominee, as
hereinafter provided.

                  Securities offered and sold in offshore transactions in
reliance on Regulation S shall be issued initially in the form of one or more
permanent Global Securities in registered form substantially in the form set
forth in Section 2.02 (the "Offshore Global Securities") deposited with the
Trustee, as custodian for the Depositary, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The aggregate principal
amount of the Offshore Global Securities may from time to time be increased or
decreased by adjustments made on the records of the Trustee, as custodian for
the Depositary, as hereinafter provided.


                                       32
<PAGE>

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

                  Securities offered and sold in reliance on Regulation D under
the Securities Act shall be issued in the form of permanent certificated
Securities in registered form in substantially the form set forth in Section
2.02 (the "U.S. Physical Securities"). Securities issued pursuant to Section
3.07 in exchange for interests in the Global Securities shall be in the form
of permanent certificated Securities in registered form substantially in the
form set forth in Section 2.02 (the "Offshore Physical Securities").

                  The definitive Securities shall be printed, lithographed or
engraved or produced by any combination of these methods on steel engraved
borders or may be produced in any other manner permitted by the rules of any
securities exchange on which the Securities may be listed, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.

Section 2.02. FORM OF FACE OF SECURITY.

                             Nextel Partners, Inc.
                           11% Senior Notes due 2010

No.___________                                                    $_____________
                                                          CUSIP NO._____________
                                                           CINS NO._____________

                  Nextel Partners, Inc., a corporation duly organized and
existing under the laws of the State of Delaware (herein called the
"Company", which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
_________, or registered assigns, the principal amount of _________ Dollars
on March 15, 2010 and to pay cash interest thereon from September 15, 2000 or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semiannually in arrears on March 15 and September 15 in
each year, commencing September 15, 2000 at the rate of 11% per annum, until
the principal hereof is paid or duly provided for, PROVIDED that any
principal and premium, and any such installment of interest, which is overdue
shall bear interest at the rate of 11% per annum (to the extent that the
payment of such interest shall be legally enforceable), from the dates such
amounts are due until they are paid or duly provided for, and such interest
shall be payable on demand. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the March 1 or September 1
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in

                                       33
<PAGE>

whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities not less than 10 days prior to such Special Record Date,
or be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.

                  In accordance with the terms of the Registration Rights
Agreement (i) if the Company fails to file an Exchange Offer Registration
Statement with the Commission on or prior to July 10, 2000, (ii) if the Exchange
Offer Registration Statement is not declared effective by the Commission on or
prior to September 10, 2000, (iii) if the Exchange Offer is not consummated on
or before the 30th business day after the Exchange Offer Registration Statement
is declared effective, (iv) if obligated to file the Shelf Registration
Statement and the Company fails to file the Shelf Registration Statement with
the Commission on or prior to the 60th day after such filing obligation arises,
(v) if obligated to file a Shelf Registration Statement and the Shelf
Registration Statement is not declared effective on or prior to the 90th day
after the obligation to file a Shelf Registration Statement arises, or (vi) if
the Exchange Offer Registration Statement or the Shelf Registration Statement,
as the case may be, is declared effective but thereafter ceases to be effective
or useable in connection with resales of the Transfer Restricted Securities, for
such time of non-effectiveness or non-usability (each, a "Registration
Default"), the Company agrees to pay to each Holder of Transfer Restricted
Securities affected thereby liquidated damages ("Liquidated Damages") in an
amount equal to $0.05 per week per $ 1,000 in principal amount of Transfer
Restricted Securities held by such Holder for each week or portion thereof that
the Registration Default continues for the first 90 day period immediately
following the occurrence of such Registration Default. The amount of the
Liquidated Damages shall increase by an additional $0.05 per week per $ 1,000 in
principal amount of Transfer Restricted Securities with respect to each
subsequent 90 day period until all Registration Defaults have been cured, up to
a maximum amount of Liquidated Damages of $0.50 per week per $ 1,000 in
principal amount of Transfer Restricted Securities. The Company shall not be
required to pay Liquidated Damages for more than one Registration Default at any
given time. Following the cure of all Registration Defaults, the accrual of
Liquidated Damages will cease.

                  All accrued Liquidated Damages shall be paid by the Company to
Holders entitled thereto by wire transfer to the accounts specified by them or
by mailing checks to their registered address if no such accounts have been
specified.

                  The Holder of this Security is entitled to the benefits of
such Registration Rights Agreement.

                  Payment of the principal of (and premium, if any) and any
interest on this Security will be made at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York,
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts; PROVIDED,
HOWEVER, that at the option of the Company payment of interest may be made by
check


                                       34
<PAGE>

mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register.

                  Nextel Partners, Inc. promises to pay to ____________, or
registered assigns, the principal amount at maturity of Two Hundred Million
Dollars on March 15, 2010. Reference is hereby made to the further provisions
of this Security set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth at this place.

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

Record Dates: March 1 and September 1.

                  Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.

                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.

                                            NEXTEL PARTNERS, INC.

                                            By:_________________________________
                                               Title:

Section 2.03. FORM OF REVERSE OF SECURITY.

                  This Security is one of a duly authorized issue of Securities
of the Company designated as its Senior Notes due 2010 (herein called the
"Securities"), limited in aggregate principal amount at Stated Maturity to
$200,000,000, issued and to be issued under an Indenture, dated as of March 10,
2000 (herein called the "Indenture", which term shall have the meaning assigned
to it in such instrument), between the Company and The Bank of New York, as
Trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture), and reference is hereby made to the Indenture for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and of
the terms upon which the Securities are, and are to be, authenticated and
delivered.

                  The Securities may be redeemed at any time on or after March
15, 2005, at the Company's option, in whole or in part, upon not less than 30
nor more than 60 days' prior written notice mailed by first class mail to each
Holder's last address as it appears in the Security Register, at the Redemption
Prices (expressed as a percentage of the principal amount at maturity thereof)
set forth below, plus an amount in cash equal to all accrued and unpaid interest
and Liquidated Damages, if any, to the Redemption Date, if redeemed during the
twelve-month period beginning March 15 of each of the years set forth below.


                                       35
<PAGE>

<TABLE>
<CAPTION>

                   YEAR                               PERCENTAGE
                   ----                               ----------
<S>                                                   <C>
                   2005...........................    105.5000%
                   2006...........................    103.6667%
                   2007...........................    101.8333%
                   2008 and thereafter............    100.0000%
</TABLE>

                  In addition, in the event of one or more sales by the
Company on or prior to March 15, 2003 of at least $75.0 million of its
Capital Stock (other than Redeemable Stock), the Company may redeem up to 35%
of the aggregate principal amount of the Notes originally issued with the
proceeds of such sale at a Redemption Price equal to 111% of such principal
amount on the Redemption Date, plus accrued and unpaid interest and
Liquidated Damages, if any thereon, to the Redemption Date; provided that at
least 65% of the aggregate principal amount of the Notes originally issued
remain outstanding immediately after the occurrence of any such redemption
(excluding Notes held by the Company and its Restricted Subsidiaries); and
provided, further, that such redemption occurs within 60 days after
consummation of any such sale.

                  The Securities do not have the benefit of any sinking fund
obligations.

                  In the event of redemption, or purchase pursuant to an Offer
to Purchase, of this Security in part only, a new Security or Securities for the
unredeemed or unpurchased portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.

                  The Indenture contains provisions for defeasance at any time
of the entire indebtedness of this Security or certain restrictive covenants and
Events of Default with respect to this Security, in each case upon compliance
with certain conditions set forth in the Indenture.

                  If an Event of Default shall occur and be continuing, there
may be declared due and payable the Default Amount of the Securities, in the
manner and with the effect provided in the Indenture. The Default Amount in
respect of this Security as of any particular date shall equal 100% of the
principal amount payable in respect of this Security at the Stated Maturity
hereof. Upon payment of (i) the Default Amount so declared due and payable and
any overdue installment of interest in respect of this Security, (ii) any
overdue principal or premium payable on redemption or repurchase of this
Security and (iii) as provided on the face hereof, any interest on any overdue
Default Amount, principal, premium or interest in respect of this Security (to
the extent that the payment of such interest shall be legally enforceable), all
of the Company's obligations in respect of the payment of the principal of and
any premium and interest on this Security shall terminate.

                  The Indenture provides that, subject to certain conditions, if
a Change of Control occurs, the Company shall be required to make an Offer to
Purchase for all of the Securities.

                  Unless the context otherwise requires, references herein to
the principal amount of any Security mean, as of any day, (i) with respect to
any portion thereof required hereunder to be redeemed or repurchased on any
redemption or repurchase date on or prior to such day, the amount due and
payable in respect of such portion upon such redemption or repurchase date


                                       36
<PAGE>

(excluding premium and interest), (ii) with respect to any portion thereof not
required to be so redeemed or repurchased, but which has been declared due and
payable prior to the Stated Maturity thereof as provided in the Indenture, the
Default Amount in respect of such portion as of such day and (iii) with respect
to any portion thereof not required so to be redeemed or repurchased and not so
declared due and payable, such portion of the principal amount of such Security
payable at Stated Maturity thereof.

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities under
the Indenture at any time by the Company and the Trustee after having received
the Required Consent (defined as follows). The Indenture also contains
provisions permitting those Persons giving the Required Consent, on behalf of
the Holders of all the Securities, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

                  As used herein, "Required Consent" means, except as otherwise
expressly provided in the Indenture with respect to matters requiring the
consent of each holder of Securities affected thereby, the consent of holders of
not less than a majority in aggregate principal amount at Stated Maturity of the
Securities.

                  As provided in and subject to the provisions of the
Indenture, the Holder of this Security shall not have the right to institute
any proceeding with respect to the Indenture or for the appointment of a
receiver or trustee or for any other remedy thereunder, unless such Holder
shall have previously given the Trustee written notice of a continuing Event
of Default with respect to the Securities, the Holders of not less than a
majority in principal amount at Stated Maturity of the Securities at the time
Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee indemnity satisfactory to the Trustee and the Trustee shall not have
received from the Holders of a majority in principal amount at Stated
Maturity of Securities at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, within
60 days after receipt of such notice, request and offer of indemnity. The
foregoing shall not apply to certain suits described in the Indenture,
including any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest
hereon on or after the respective due dates expressed herein (or, in the case
of redemption, on or after the Redemption Date or, in the case of any
purchase of this Security required to be made pursuant to an Offer to
Purchase, on or after the Purchase Date.)

                  No reference herein to the Indenture and no provision of
this Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Security at the times, place and rate,
and in the coin or currency, herein prescribed.

                                       37
<PAGE>

                  As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable
in the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in the Borough of Manhattan,
The City of New York, duty endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Securities, of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.

                  The Securities are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set
forth, the Securities are exchangeable for a like aggregate principal amount
of Securities of like tenor of a different authorized denomination, as
requested by the Holder surrendering the same.

                  No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

                  Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

                  Interest on this Security shall be computed on the basis of a
360-day year of twelve 30-day months.

                  All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

                  The Indenture and this Security shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to principles of conflicts of laws.


                                       38
<PAGE>

                           [FORM OF TRANSFER NOTICE]

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

INSERT TAXPAYER IDENTIFICATION NO.

________________________________________________________________________________
Please print or typewrite name and address including zip code of assignee

________________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing ________________________ attorney to transfer said Security on the
books of the Company with full power of substitution in the premises.



                     [THE FOLLOWING PROVISION TO BE INCLUDED
                ON ALL SECURITIES OTHER THAN EXCHANGE SECURITIES
             AND UNLEGENDED OFFSHORE PHYSICAL AND GLOBAL SECURITIES]

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

                                   [Check One]

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

[](b)    this Security is being transferred other than in accordance with (a)
         above and documents are being furnished which comply with the
         conditions of transfer set forth in this Security and the Indenture.

If none of the foregoing boxes is checked, the Trustee shall not be obligated to
register this Security in the name of any Person other than the Holder hereof
unless and until the conditions to any such transfer of registration set forth
herein and in Section 3.07 of the Indenture shall have been satisfied.

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


                                       39
<PAGE>

TO BE COMPLETED BY PURCHASER IF (a) 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, as amended, and is aware that the sale to it is being
made in reliance on Rule 144A and acknowledges that it has received such
information regarding the Company as the undersigned has requested pursuant to
Rule 144A or has determined not to request such information and that it is aware
that the transferor is relying upon the undersigned's foregoing representations
in order to claim the exemption from registration provided by Rule 144A.

Date:____________________           _________________________________
                                    NOTICE: To be executed by an executive
                                    officer.


                                       40
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

              If you want to elect to have this Security purchased in its
entirety by the Company pursuant to Section 10.13 or 10.21 of the Indenture,
check the appropriate box:

              / / 10.13                                  / / 10.21

              If you want to elect to have only a part of the principal
amount at Stated Maturity of this Security purchased by the Company pursuant
to Section 10.13 or 10.21 of the Indenture, state the portion of such amount:
$____________________


Dated:                      Your Signature:__________________________________
                                           (Sign exactly as name appears
                                           on the other side of this Security)


Signature Guarantee:___________________________________

(Signature must be guaranteed by a financial institution that is a member of
the Securities Transfer Agent Medallion Program ("STAMP"), the Stock Exchange
Medallion Program ("SEMP"), the New York Stock Exchange, Inc. Medallion
Signature Program ("MSP") or such other signature guarantee program as may be
determined by the Security Registrar in addition to, or in substitution for,
STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of
1934, as amended.)

Section 2.04. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

Dated:

              This is one of the Securities referred to in the
within-mentioned Indenture.

                                                The Bank of New York,
                                                as Trustee

                                                By__________________________
                                                Authorized Signatory

Section 2.05. RESTRICTIVE LEGENDS.

              Unless and until a Security is exchanged for an Exchange
Security or sold in connection with an effective Shelf Registration Statement
pursuant to the Registration Rights Agreement, (i) each U.S. Global Security
and each U.S. Physical Security shall bear the legend set forth below on the
reverse thereof and (ii) each Offshore Physical Security and each Offshore
Global Security shall bear the legend set forth below on the reverse thereof,
until at least the 41st

                                      41
<PAGE>

day after the Closing Date and receipt by the Company and the Trustee of a
certificate substantially in the form of EXHIBIT A hereto:

              "THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND,
ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF
OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

     (1)      REPRESENTS THAT, IF IT PURCHASED THIS NOTE DIRECTLY FROM AN
              INITIAL PURCHASER IN AN EXEMPT RESALE, IT IS A "QUALIFIED
              INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
              SECURITIES ACT) (A "QIB"),

     (2)      AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE
              EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A
              PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING
              FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A
              TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN A
              OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR
              904 OF THE SECURITIES ACT, (D) IN A TRANSACTION MEETING THE
              REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (E) TO AN
              INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)
              (1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT
              THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED
              LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
              RELATING TO THE TRANSFER OF THIS NOTE (THE FORM OF WHICH CAN
              BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN
              RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT AT MATURITY OF NOTES
              LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE
              COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
              SECURITIES ACT, (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM
              THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED
              UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY) OR (G)
              PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH
              CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY
              STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
              JURISDICTION AND

     (3)      AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE
              OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO
              THE EFFECT OF THIS LEGEND.

                                      42
<PAGE>

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

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

              TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO., OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN SECTION 3.07 OF THE INDENTURE.

                                   ARTICLE 3.

                                 The Securities

Section 3.01. TITLE AND TERMS.

              The aggregate principal amount at Stated Maturity of Securities
which may be authenticated and delivered under this Indenture is limited to
$200,000,000 of which $200,000,000 will be issued on the date hereof, except
for Securities authenticated and delivered upon registration of transfer of,
or in exchange for, or in lieu of, other Securities pursuant to Section 3.04,
3.05, 3.08, 9.06 or 11.08 or in connection with an Offer to Purchase
pursuant to Section 10.13.

              The Securities shall be known and designated as the "Senior
Notes due 2010" of the Company. Their Stated Maturity shall be March 15, 2010
and they shall bear cash interest at the rate of 11% per annum, from
September 15, 2000 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, as the case may be, payable
semi-annually on March 15 and September 15, commencing September 15, 2000
until the principal thereof is paid or made available for payment.

              The principal of (and premium, if any) and interest on the
Securities shall be payable at the office or agency of the Company in the
Borough of Manhattan, The City of New

                                      43
<PAGE>

York maintained for such purpose and at any other office or agency maintained
by the Company for such purpose; PROVIDED, HOWEVER, that at the option of the
Company, payment of interest may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register.

              The Company may be required to make an Offer to Purchase the
Securities as provided in Section 10.13.

              The Securities shall be redeemable as provided in Article 2 and
Article 11.

              The Securities shall be subject to Defeasance and/or Covenant
Defeasance as provided in Article 12.

Section 3.02. DENOMINATIONS.

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

Section 3.03. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

              The Securities shall be executed on behalf of the Company by
its Chairman of the Board, its President or one of its Vice Presidents. The
signature of any of these officers on the Securities may be manual or
facsimile.

              Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall
bind the Company, notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the authentication and delivery of such
Securities or did not hold such offices at the date of such Securities.

              At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities executed by
the Company to the Trustee for authentication, together with a Company Order
for the authentication and delivery of such Securities; and the Trustee in
accordance with such Company Order shall authenticate and deliver such
Securities as in this Indenture provided and not otherwise.

              Each Security shall be dated the date of its authentication.

              No Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on
such Security a certificate of authentication substantially in the form
provided for herein executed by the Trustee by manual signature, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder.

Section 3.04. TEMPORARY SECURITIES.

              Pending the preparation of definitive Securities, the Company
may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities which are

                                      44
<PAGE>

printed, lithographed, typewritten, mimeographed or otherwise produced, in
any authorized denomination, substantially of the tenor of the definitive
Securities in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as evidenced by their execution of
such Securities.

              If temporary Securities are issued, the Company will cause
definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities upon surrender of the temporary
Securities at any office or agency of the Company designated pursuant to
Section 10.02, without charge to the Holder. Upon surrender for cancellation
of any one or more temporary Securities the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Securities of authorized denominations and of a like
tenor. Until so exchanged the temporary Securities shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities.

Section 3.05. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

              The Company shall cause to be kept at the Corporate Trust
Office of the Trustee a register (the register maintained in such office and
in any other office or agency designated pursuant to Section 10.02 being
herein sometimes collectively referred to as the "Security Register") in
which, subject to such reasonable regulations as it may prescribe, the
Company shall provide for the registration of Securities and of transfers of
Securities. The Trustee is hereby appointed "Security Registrar" for the
purpose of registering Securities and transfers of Securities as herein
provided.

              Upon surrender for registration of transfer of any Security at
an office or agency of the Company designated. pursuant to Section 10.02 for
such purpose, the Company shall execute, and the Trustee shall authenticate
and deliver, in the name of the designated transferee or transferees, one or
more new Securities of any authorized denominations and of a like aggregate
principal amount and tenor. No such transfer shall be effected until, and
such transferee shall succeed to the rights of a Holder only upon, final
acceptance and registration of the transfer by the Security Registrar in the
Security Register. Prior to the registration of any transfer by a Holder as
provided herein, the Company, the Trustee and any agent of the Company shall
treat the person in whose name the Security is registered as the owner
thereof for all purposes whether or not the Security shall be overdue, and
neither the Company, the Trustee, nor any such agent shall be affected by
notice to the contrary. Furthermore, any Holder of a Global Security shall,
by acceptance of such Global Security, agree that transfers of beneficial
interests in such Global Security may be effected only through a book entry
system maintained by the Holder of such Global Security (or its agent) and
that ownership of a beneficial interest in the Security shall be required to
be reflected in a book entry.

              At the option of the Holder, Securities may be exchanged for
other Securities (including an exchange of securities for Exchange
Securities) of any authorized denominations and of a like aggregate principal
amount and tenor, upon surrender of the Securities to be

                                      45
<PAGE>

exchanged at such office or agency PROVIDED, that no exchange of Securities for
Exchange Securities shall occur until a Registration Statement shall have been
declared effective by the Commission and that Securities that are exchanged for
Exchange Securities pursuant to such Registration Statement shall be canceled by
the Trustee. Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

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

                  Every Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or the Trustee) be
duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing.

                  No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 3.04, 9.06 or 11.08 or in accordance with any
Offer to Purchase pursuant to Section 10.13, and in any such case not involving
any transfer.

                  The Company shall not be required (i) to issue, register the
transfer of or exchange any Security during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of
Securities selected for redemption under Section 11.04 and ending at the close
of business on the day of such mailing, or (ii) to register the transfer of or
exchange any Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part.

Section 3.06. BOOK-ENTRY PROVISIONS FOR GLOBAL SECURITY.

                  (a) The Global Security initially shall (i) be registered in
the name of the Depository for such Global Security or the nominee of such
Depository; (ii) be delivered to the Trustee as custodian for such Depository;
and (iii) bear legends as set forth in Section 2.05.

                  Members of, or participants in, the Depository ("Agent
Members") shall have no rights under this Indenture with respect to any Global
Security held on their behalf by the Depository, or the Trustee as its
custodian, or under the Global Security and the Depository 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

                                      46
<PAGE>

furnished by the Depository or impair, as between the Depository and its Agent
Members, the operation of customary practices governing the exercise of the
rights of a holder of any Security.

                  (b)   Transfers of a Global Security shall be limited to
transfers of such Global Security in whole, but not in part, to the Depository,
its successors or their respective nominees. Interests of beneficial owners in a
Global Security may be transferred in accordance with the rules and procedures
of the Depository and the provisions of Section 3.07. In addition, U.S.
Physical Securities and Offshore Physical Securities shall be transferred to all
beneficial owners in exchange for their beneficial interests in the U.S. Global
Securities or Offshore Global Securities, respectively, if (i) the Depository
notifies the Company that it is unwilling or unable to continue as Depository
for the U.S. Global Securities or Offshore Global Securities, as the case may
be, and a successor depository is not appointed by the Company within 90 days of
such notice, (ii) an Event of Default has occurred and is continuing and the
Security Registrar has received a request therefor from the Depository or (iii)
in accordance with the rules and procedures of the Depository and the provisions
of Section 3.07.

                  (c)   In connection with any transfer of a portion of the
beneficial interests in the Global Security to beneficial owners pursuant to
paragraph (b) of this Section, the Security Registrar shall reflect on the
Security Register the date and a decrease in the principal amount of the Global
Security in an amount equal to the principal amount of the beneficial interest
in the Global Security to be transferred, and the Company shall execute, and the
Trustee shall authenticate and deliver, one or more Physical Securities of like
tenor and amount.

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

                  (e)   Any Physical Security delivered in exchange for an
interest in the Global Security pursuant to paragraph (b), (c) or (d) of this
Section shall, except as otherwise provided by paragraph (d) of Section 3.07
bear the legend regarding transfer restrictions applicable to the Physical
Securities set forth in Section 2.05.

                  (f) 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.

                                      47
<PAGE>

Section 3.07. SPECIAL TRANSFER PROVISIONS.

                  Unless and until a Security is exchanged for an Exchange
Security or sold in connection with an effective Shelf Registration Statement
pursuant to the Registration Rights Agreement, the following provisions shall
apply:

                  (a)   TRANSFERS TO QIBS. The following provisions shall apply
with respect to the registration of any proposed transfer of a Physical Security
or an interest in the Global Security prior to the removal of the Private
Placement Legend to a QIB (excluding Non-U.S. Persons):

                  (i)   If the Security to be transferred consists of (x) (A)
         U.S. Physical Securities or (B) an interest in an Offshore Global
         Security prior to the removal of the Private Placement Legend, the
         Security Registrar shall register the transfer if such transfer is
         being made by a proposed transferor who has checked the box provided
         for on the form of security stating, or has otherwise advised the
         Company and the Security Registrar in writing, that the sale has been
         made in compliance with the provisions of Rule 144A, to a transferee
         who has signed the certification provided for on the form of Security
         stating, or has otherwise advised the Company and the Security
         Registrar in writing, that it is purchasing the 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 QIB within
         the meaning of Rule 144A, and is aware that the sale to it is being
         made in reliance on Rule 144A and acknowledges that it has received
         such information regarding the Company as it has requested pursuant to
         Rule 144A or has determined not to request such information and that it
         is aware that the transferor is relying upon its foregoing
         representations in order to claim the exemption from registration
         provided by Rule 144A or (y) an interest in a U.S. Global Security, the
         transfer of such interest may be effected only through the book entry
         system maintained by the Depository.

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

                  (b)   TRANSFERS TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS.
The following provisions shall apply with respect to the registration of any
proposed transfer of a Security to any Institutional Accredited Investor which
is not a QIB (excluding Non-U.S. Persons):

                  (i)   The Security Registrar shall register the transfer of
         any Security, whether or not such Security bears the Private Placement
         Legend, if (x) the requested transfer is after the time period referred
         to in Rule 144(k) under the Securities Act as in effect with respect to
         such transfer or (y) the proposed transferee has delivered to the
         Security

                                      48
<PAGE>

         Registrar (A) a certificate substantially in the form of EXHIBIT B
         hereto and (B) if the aggregate principal amount of the Notes being
         transferred is less than $250,000 at the time of such transfer, an
         Opinion of Counsel acceptable to the Company that such transfer is in
         compliance with the Securities Act.

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

                  (c)   TRANSFERS OF INTERESTS IN THE OFFSHORE GLOBAL SECURITIES
OR OFFSHORE PHYSICAL SECURITIES. The following provisions shall apply with
respect to any transfer of interests in the Offshore Global Securities or
Offshore Physical Securities:

                  (i)   prior to removal of the Private Placement Legend from an
         Offshore Global Security or Offshore Physical Security pursuant to
         Section 2.05, the Security Registrar shall refuse to register such
         transfer unless such transfer complies with Section 3.07(a) or Section
         3.07(d), as the case may be; and

                  (ii)  after such removal, the Security Registrar shall
         register the transfer of any such Security without requiring any
         additional certification.

                  (d)   TRANSFERS TO NON-U.S. PERSONS AT ANY TIME. The following
provisions shall apply with respect to any transfer of a Security to a Non-U.S.
Person:

                  (i)   The Security Registrar shall register any proposed
         transfer to any Non-U.S. Person if the Security to be transferred is a
         U.S. Physical Security or an interest in a U.S. Global Security only
         upon receipt of a certificate substantially in the form of EXHIBIT C
         hereto from the proposed transferor.

                  (ii)  (A) If the proposed Transferor is an Agent Member
         holding a beneficial interest in a U.S. Global Security, upon receipt
         by the Security Registrar of (x) the documents required by paragraph
         (i) and (y) instructions in accordance with the Depositary's and the
         Security Registrar's procedures, the Security Registrar shall reflect
         on its books and records the date and a decrease in the principal
         amount of such U.S. Global Security in an amount equal to the principal
         amount of the beneficial interest in the U.S. Global Security to be
         transferred, and (B) if the proposed transferee is an Agent Member,
         upon receipt by the Security Registrar of instructions given in
         accordance with the Depositary's and the Security Registrar's
         procedures, the Security Registrar shall reflect on its books and
         records the date and an increase in the principal amount of the
         Offshore Global Security in an amount equal to the principal amount
         of the U.S. Physical

                                      49
<PAGE>

         Securities or the U.S. Global Security, as the case may be, to be
         transferred, and the Trustee shall cancel the Physical Security, if
         any, so transferred or decrease the amount of the U.S. Global
         Security.

                  (e)   PRIVATE PLACEMENT LEGEND. Upon the transfer, exchange or
replacement of Securities not bearing the Private Placement Legend, the Security
Registrar shall deliver Securities that do not bear the Private Placement
Legend. Upon the transfer, exchange or replacement of securities bearing the
Private Placement Legend, the Security Registrar shall deliver only Securities
that bear the Private Placement Legend unless either (i) the circumstances
contemplated by Section 2.05 exist or (ii) there is delivered to the Trustee an
Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the
effect that neither such legend nor the related restrictions on transfer are
required in order to maintain compliance with the provisions of the Securities
Act.

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

                  The Trustee shall retain copies of all letters, notices and
other written communications received pursuant to Section 3.06 or this Section
3.07. The Company shall have the right to inspect and make copies of all such
letters, notices or other written communications at any reasonable time upon the
giving of reasonable written notice to the Trustee.

Section 3.08. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

                  If any mutilated Security is surrendered to the Trustee, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

                  If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
and (ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of like tenor and principal amount and Bearing a number
not contemporaneously outstanding.

                                      50

<PAGE>

                  In case any such mutilated, destroyed, lost or stolen
Security has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay such Security.

                  Upon the issuance of any new Security under this Section,
the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee) connected
therewith.

                  Every new Security issued pursuant to this Section in lieu
of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Security shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally
and proportionately with any and all other Securities duly issued hereunder.

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

Section 3.09. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

                  Interest on any Security which is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the
Person in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest.

                  Any interest on any Security which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Securities (or their
         respective Predecessor Securities) are registered at the close of
         business on a Special Record Date for the payment of such Defaulted
         Interest, which shall be fixed in the following manner. The Company
         shall notify the Trustee in writing of the amount of Defaulted Interest
         proposed to be paid on each Security and the date of the proposed
         payment, and at the same time the Company shall deposit with the
         Trustee an amount of money equal to the aggregate amount proposed to be
         paid in respect of such Defaulted Interest or shall make arrangements
         satisfactory to the Trustee for such deposit prior to the date of the
         proposed payment, such money when deposited to be held in trust for the
         benefit of the Persons entitled to such Defaulted Interest as in this
         Clause provided. Thereupon the Trustee shall fix a Special Record Date
         for the payment of such Defaulted Interest which shall be not more than
         15 days and not less than 10 days prior to the date of the proposed
         payment and not less than 10 days after the receipt by the Trustee of
         the notice of the proposed payment.

                                      51
<PAGE>

         The Trustee shall promptly notify the Company of such Special Record
         Date and, in the name and at the expense of the Company, shall cause
         notice of the proposed payment of such Defaulted Interest and the
         Special Record Date therefor to be given to each Holder in the manner
         specified in Section 1.06, not less than 10 days prior to such Special
         Record Date. Notice of the proposed payment of such Defaulted Interest
         and the Special Record Date therefor having been so mailed, such
         Defaulted Interest shall be paid to the Persons in whose names the
         Securities (or their respective Predecessor Securities) are registered
         at the close of business on such Special Record Date and shall no
         longer be payable pursuant to the following Clause (2):

                  (2) The Company may make payment of any Defaulted Interest in
         any other lawful manner not inconsistent with the requirements of any
         securities exchange on which the Securities may be listed, and upon
         such notice as may be required by such exchange, if, after notice given
         by the Company to the Trustee of the proposed payment pursuant to this
         Clause, such manner of payment shall be deemed practicable by the
         Trustee.

                  Subject to the foregoing provisions of this Section, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

Section 3.10.     PERSONS DEEMED OWNERS.

                  Prior to due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name such Security is registered as the
owner of such Security for the purpose of receiving payment of principal of
(and premium, if any) and (subject to Section 3.09) interest on such Security
and for all other purposes whatsoever, whether or not such Security be
overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.

Section 3.11.     CANCELLATION.

                  All Securities surrendered for payment, redemption,
registration of transfer or exchange or for credit against any Offer to
Purchase pursuant to Section 10.13 shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee and shall be promptly canceled
by it. The Company may at any time deliver to the Trustee for cancellation
any Securities previously authenticated and delivered hereunder which the
Company may have acquired in any manner whatsoever, and all Securities so
delivered shall be promptly canceled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as
provided in this Section, except as expressly permitted by this Indenture.
All canceled Securities held by the Trustee shall be disposed of as directed
by a Company Order; PROVIDED, HOWEVER, that the Trustee shall not be required
to destroy canceled Securities.

                                      52
<PAGE>

Section 3.12.     COMPUTATION OF INTEREST.

                  Interest on the Securities shall be computed on the basis of
a 360-day year of twelve 30-day months.

Section 3.13      CUSIP, CINS AND ISIN NUMBERS.

                  The Company in issuing the Securities may use "CUSIP,"
"CINS" and "ISIN" numbers (if then generally in use), and, if so, the Trustee
shall use the "CUSIP," "CINS" and "ISIN" numbers in notices of redemption or
repurchase as a convenience to Holders; PROVIDED that any such notice may state
that no representation is made as to the correctness of such numbers either as
printed on the Securities or as contained in any notice of a redemption or
repurchase and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption or repurchase shall
not be affected by any defect in or omission of such numbers.

                                   ARTICLE 4.

                           Satisfaction and Discharge

Section 4.01. SATISFACTION AND DISCHARGE OF INDENTURE.

                  This Indenture shall cease to be of further effect (except as
to any surviving rights of registration of transfer or exchange of Securities
herein expressly provided for), and the Trustee, on demand of and at the expense
of the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

                  (1)      either

                           (A) all Securities theretofore authenticated and
                  delivered (other than (i) Securities which have been
                  destroyed, lost or stolen and which have been replaced or paid
                  as provided in Section 3.08 and (ii) Securities for whose
                  payment money has theretofore been deposited in trust or
                  segregated and held in trust by the Company and thereafter
                  repaid to the Company or discharged from such trust, as
                  provided in Section 10.03) have been delivered to the Trustee
                  for cancellation; or

                           (B) all such Securities not theretofore delivered to
                  the Trustee for cancellation

                                    (i) have become due and payable, or

                                    (ii) will become due and payable at their
                           Stated Maturity within one year, or

                                    (iii) are to be called for redemption within
                           one year under arrangements satisfactory to the
                           Trustee for the giving of notice of

                                      53
<PAGE>

                           redemption by the Trustee in the name, and at the
                           expense, of the Company,

                  and the Company, in the case of ( i ), (ii) or (iii) above,
                  has deposited or caused to be deposited with the Trustee as
                  trust funds in trust for the purpose an amount sufficient to
                  pay and discharge the entire indebtedness on such Securities
                  not theretofore delivered to the Trustee for cancellation, for
                  principal (and premium, if any) and interest to the date of
                  such deposit (in the case of Securities which have become due
                  and payable) or to the Stated Maturity or Redemption Date, as
                  the case may be;

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

                  (3)   the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent herein provided for relating to the satisfaction and
         discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture pursuant to
this Article 4, the obligations of the Company to the Trustee under Section
6.07, the obligations of the Trustee to any Authenticating Agent under Section
6.14 and, if money shall have been deposited with the Trustee pursuant to
subclause (B) of Clause (1) of this Section, the obligations of the Trustee
under Section 4.02 and the last paragraph of Section 10.03 shall survive.

Section 4.02.     APPLICATION OF TRUST MONEY.

                  Subject to the provisions of the last paragraph of Section
10.03, all money deposited with the Trustee pursuant to Section 4.01 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 (and
premium, if any) and interest for whose payment such money has been deposited
with the Trustee.

                                   ARTICLE 5.

                                    Remedies

Section 5.01.     EVENTS OF DEFAULT.

                  "Event of Default", wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be 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):

                  (1)   failure to pay principal of (or premium, if any, on) any
         Security at its Maturity; or

                                      54

<PAGE>

                  (2)   failure to pay any interest upon any Security when due,
         continued for 30 days; or

                  (3)   default, on the applicable Purchase Date, in the
         purchase of Securities required to be purchased by the Company pursuant
         to an Offer to Purchase as to which an Offer has been mailed to Holders
         or failure to make an Offer to Purchase as required hereunder; or

                  (4)   default in the performance or breach, of Section 8.01;
         or

                  (5)   default in the performance, or breach, of any covenant
         or warranty of the Company in this Indenture (other than a covenant or
         warranty a default whose performance or whose breach is elsewhere in
         this Section specifically dealt with) or in the Securities, and
         continuance of such default or breach for a period of 60 days after
         there has been given to the Company by the Trustee or to the Company
         and the Trustee by the Holders of at least 25% in aggregate principal
         amount at Stated Maturity of the outstanding Securities a written
         notice specifying such default or breach and requiring it to be
         remedied and stating that Such notice is a "Notice of Default"
         hereunder; or

                  (6)   a default or defaults under any bond(s), debenture(s),
         note(s) or other evidence(s) of Debt for money borrowed by the Company
         or any Restricted Subsidiary (or under any mortgage(s), indenture(s) or
         instrument(s) under which there may be issued or by which there may be
         secured or evidenced any Debt for money borrowed by the Company or any
         Restricted Subsidiary) having, individually or in the aggregate, a
         principal or similar amount outstanding of at least $25,000,000,
         whether such Debt now exists or shall hereafter be created, which
         default or defaults shall constitute a failure to pay any portion of
         the principal or similar amount of such Debt when due and payable after
         the expiration of any applicable grace period with respect thereto or
         shall have resulted in such Debt becoming or being declared due and
         payable; or

                  (7)   a final judgment or final judgments for the payment of
         money are entered against the Company or any Restricted Subsidiary in
         an aggregate amount in excess of $25,000,000 by a court or courts of
         competent jurisdiction, which judgments remain undischarged or unbonded
         for a period (during which execution shall not be effectively stayed)
         of 60 days after the right to appeal all such judgments has expired; or

                  (8)   the entry by a court having jurisdiction in the premises
         of (A) a decree or order for relief in respect of the Company or any
         Restricted Subsidiary in an involuntary case or proceeding under any
         applicable Federal or State bankruptcy, insolvency, reorganization or
         other similar law or (B) a decree or order adjudging the Company or any
         Restricted Subsidiary a bankrupt or insolvent, or approving as properly
         filed a petition seeking reorganization, arrangement, adjustment or
         composition of or in respect of the Company or any Restricted
         Subsidiary under any applicable Federal or State law, or appointing a
         custodian, receiver, liquidator, assignee, trustee, sequestrator or
         other similar official of the Company or any Restricted Subsidiary or
         of any substantial part of the property of the Company or any
         Restricted Subsidiary, or ordering the winding up or

                                      55
<PAGE>

         liquidation of the affairs of the Company or any Restricted Subsidiary,
         and the continuance of any such decree or order for relief or any such
         other decree or order unstayed and in effect for a period of 60
         consecutive days; or

                  (9) the commencement by the Company or any Restricted
         Subsidiary of a voluntary case or proceeding under any applicable
         Federal or State bankruptcy, insolvency, reorganization or other
         similar law or of any other case or proceeding to be adjudicated a
         bankrupt or insolvent, or the consent by the Company or any Restricted
         Subsidiary to the entry of a decree or order for relief in respect of
         the Company or any Restricted Subsidiary in an involuntary case or
         proceeding under any applicable Federal or State bankruptcy,
         insolvency, reorganization or other similar law or to the commencement
         of any bankruptcy or insolvency case or proceeding against the Company
         or any Restricted Subsidiary, or the filing by the Company or any
         Restricted Subsidiary of a petition or answer or consent seeking
         reorganization or relief under any applicable Federal or State law, or
         the consent by the Company or any Restricted Subsidiary to the filing
         of such petition or to the appointment of or taking possession by a
         custodian, receiver, liquidator, assignee, trustee, sequestrator or
         similar official of the Company or any Restricted Subsidiary or of any
         substantial part of the property of the Company or any Restricted
         Subsidiary, or the making by the Company or any Restricted Subsidiary
         of an assignment for the benefit of creditors, or the admission by the
         Company or any Restricted Subsidiary in writing of its inability to pay
         its debts generally as they become due, or the taking of corporate
         action by the Company or any Restricted Subsidiary in furtherance of
         any such action.

Section 5.02. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

                  If an Event of Default (other than an Event of Default
specified in Section 5.01(8) or (9)) occurs and is continuing, then and in every
such case the Trustee or the Holders of not less than 25% in aggregate principal
amount at Stated Maturity of the Outstanding Securities may declare the Default
Amount of all the Securities to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such Default Amount and any accrued interest shall become
immediately due and payable. If an Event of Default specified in Section 5.01(8)
or (9) occurs, the Default Amount of and any accrued interest on the Securities
then Outstanding shall IPSO FACTO become immediately due and payable without any
declaration or other Act on the part of the Trustee or any Holder.

                  The Default Amount in respect of any particular Security as of
any particular date shall equal 100% of the principal amount payable in respect
of the Security at the Stated Maturity thereof.

                  At any time after such a declaration of acceleration has been
made and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter in this Article provided, the Holders of
a majority in principal amount at Stated Maturity of the Outstanding Securities,
by written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if


                                       56
<PAGE>

                  (1) the Company has paid or deposited with the Trustee a sum
sufficient to pay

                           (A) all overdue interest on all Securities (without
                  duplication of any amount thereof paid or deposited pursuant
                  to Clause (B) or (C) below),

                           (B) the principal of (and premium, if any, on) any
                  Securities which have become due otherwise than by such
                  declaration of acceleration (including any Securities required
                  to have been purchased on the Purchase Date pursuant to an
                  Offer to Purchase made by the Company) and, to the extent that
                  payment of such interest is lawful, interest thereon at the
                  rate provided by the Securities (without duplication of any
                  amount thereof paid or deposited pursuant to Clause (A) above
                  or Clause (C) below),

                           (C) to the extent that payment of such interest is
                  lawful, interest upon overdue interest at the rate provided by
                  the Securities (without duplication of any amount thereof paid
                  or deposited pursuant to Clause (A) or (B) above), and

                           (D) all sums paid or advanced by the Trustee
                  hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel;

         and

                  (2) all Events of Default, other than the non-payment of the
         principal of Securities which have become due solely by such
         declaration of acceleration, have been cured or waived as provided in
         Section 5.13.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

                  Unless the context otherwise requires, references in this
Indenture to the principal amount of any Security mean, as of any day, (i) with
respect to any portion thereof required thereunder to be redeemed or repurchased
on any redemption or repurchase date on or prior to such day, the amount due and
payable in respect of such portion upon such redemption or repurchase date
(excluding premium and interest), (ii) with respect to any portion thereof not
required to be so redeemed or repurchased, but which has been declared due and
payable prior to the Stated Maturity thereof, the Default Amount in respect of
such portion as of such day and (iii) with respect to any portion thereof not
required so to be redeemed or repurchased and not so declared due and payable,
such portion of the principal amount of such Security payable at Stated Maturity
thereof

Section 5.03. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

                  The Company covenants that if

                                       57
<PAGE>

                  (1) default is made in the payment of any interest on any
         Security when such interest becomes due and payable and such default
         continues for a period of 30 days, or

                  (2) default is made in the payment of the principal of (or
         premium, if any, on) any Security at the Maturity thereof or, with
         respect to any Security required to have been purchased pursuant to an
         Offer to Purchase made by the Company, at the Purchase Date thereof,

the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities, the whole amount then due and payable
on such Securities for principal (and premium, if any) and interest, and, to the
extent that payment of such interest shall be legally enforceable, interest on
any overdue principal (and premium, if any) and on any overdue interest, at the
rate provided by the Securities, and, in addition thereto, such further amount
as shall be sufficient to cover the costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel.

                  If an Event of Default occurs and is continuing, the Trustee
may in its discretion proceed to protect and enforce its rights and the rights
of the Holders by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in aid of
the exercise of any power granted herein, or to enforce any other proper remedy.

Section 5.04. TRUSTEE MAY FILE PROOFS OF CLAIM.

                  In case of any judicial proceeding relative to the Company (or
any other obligor upon the Securities), its property or its creditors, the
Trustee shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 6.07.

                  No provision of this Indenture shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or the rights of any Holder thereof or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding;
provided, however, that the Trustee may, on behalf of the Holders, vote for the
election of a trustee in bankruptcy or similar official and be a member of a
creditors' or other similar committee.


                                       58
<PAGE>

Section 5.05. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

                  All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

Section 5.06. APPLICATION OF MONEY COLLECTED.

                  Any money collected by the Trustee pursuant to this Article
shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal
(or premium, if any) or interest, upon presentation of the Securities and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

                  FIRST: To the payment of all amounts due the Trustee under
         Section 6.07; and

                  SECOND: To the payment of the amounts then due and unpaid for
         principal of (and premium, if any) and interest on the Securities in
         respect of which or for the benefit of which such money has been
         collected, ratably, without preference or priority of any kind,
         according to the amounts due and payable on such Securities for
         principal (and premium, if any) and interest, respectively.

Section 5.07. LIMITATION ON SUITS.

                  No Holder of any Security shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy hereunder,
unless

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

                  (2) the Holders of a majority in aggregate principal amount at
         Stated Maturity of the Outstanding Securities shall have made written
         request to a Responsible Officer of the Trustee to institute
         proceedings in respect of such Event of Default in its own name as
         Trustee hereunder;

                  (3) such Holder or Holders have offered to the Trustee
         reasonable indemnity against the costs, expenses and liabilities to be
         incurred in compliance with such request;

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


                                       59
<PAGE>

                  (5) no direction inconsistent with such written request has
         been given to the Trustee during such 60-day period by the Holders of a
         majority in principal amount at Stated Maturity of the Outstanding
         Securities;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other
Holders, or to obtain or to seek to obtain priority or preference over any
other Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all the
Holders.

Section 5.08. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND
INTEREST.

                  Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any) and
(subject to Section 3.09) interest on such Security on the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on the
Redemption Date or in the case of an Offer to Purchase made by the Company and
required to be accepted as to such Security, on the Purchase Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

Section 5.09. RESTORATION OF RIGHTS AND REMEDIES.

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

Section 5.10. RIGHTS AND REMEDIES CUMULATIVE.

                  Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities in the last
paragraph of Section 3.08, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

Section 5.11. DELAY OR OMISSION NOT WAIVER.

                  No delay or omission of the Trustee or of any Holder of any
Security to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. Every right and


                                       60
<PAGE>

remedy given by this Article or by law to the Trustee or to the Holders may
be exercised from time to time, and as often as may be deemed expedient, by
the Trustee or by the Holders, as the case may be.

Section 5.12. CONTROL BY HOLDERS.

                  By giving the Required Consent, those Persons giving the
Required Consent shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee, PROVIDED that

                  (1)  such direction shall not be in conflict with any rule of
         law or with this Indenture, and

                  (2)  the Trustee may take any other action deemed proper by
         the Trustee which is not inconsistent with such direction.

Section 5.13. WAIVER OF PAST DEFAULTS.

                  By giving the Required Consent, those Persons giving the
Required Consent may, on behalf of the Holders of all the Securities, waive
any past default hereunder and its consequences, except a default

                  (1)  in the payment of the principal of (or premium, if any)
         or interest on any Security (including any Security which is required
         to have been purchased pursuant to an Offer to Purchase which has been
         made by the Company), or

                  (2)  in respect of a covenant or provision hereof which
         under Article 9 cannot be modified or amended without the consent of
         the Holder of each Outstanding Security affected.

                  Upon any such waiver, such default shall cease to exist,
and any Event of Default arising therefrom shall be deemed to have been
cured, for every purpose of this Indenture; but no such waiver shall extend
to any subsequent or other default or impair any right consequent thereon.

Section 5.14. 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, suffered or omitted by it as Trustee, a court may require any party
litigant in such suit to file an undertaking to pay the costs of such suit,
and may assess costs against any such party litigant, in the manner and to
the extent provided in the Trust Indenture Act; PROVIDED, that neither this
Section nor the Trust Indenture Act shall be deemed to authorize any court to
require such an undertaking or to make such an assessment in any suit
instituted by the Company.


                                      61
<PAGE>

Section 5.15. WAVIER OF STAY OF EXTENSION LAWS.

                  The Company covenants (to the extent that it may lawfully
do so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any usury, 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 (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law and covenants that it will not
hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

                                   ARTICLE 6.

                                   The Trustee

Section 6.01. CERTAIN DUTIES AND RESPONSIBILITIES.

                  The duties and responsibilities of the Trustee shall be as
provided by the Trust Indenture Act. Notwithstanding the foregoing, no
provision of this Indenture shall require the Trustee to expend or, risk its
own funds or otherwise incur any financial liability in the performance of
any of its duties hereunder, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that repayment of
such funds or adequate indemnity against such risk or liability is not
reasonably assured to it. Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the
liability of or affording protection to the Trustee shall be subject to the
provisions of this Section.

Section 6.02. NOTICE OF DEFAULTS.

                  The Trustee shall give the Holders notice of any Default
hereunder as and to the extent provided by the Trust Indenture Act; PROVIDED,
HOWEVER, that in the case of any Default of the character specified in
Section 5.01(5), no such notice to Holders shall be given until at least 30
days after a Responsible Officer has actual knowledge of the occurrence
thereof.

Section 6.03. CERTAIN RIGHTS OF TRUSTEE.

                  Subject to the provisions of Section 6.01:

                  (a)  the Trustee may conclusively rely and shall be protected
         in acting or refraining from acting upon any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, note, other evidence of indebtedness
         or other paper or document believed by it to be genuine and to have
         been signed or presented by the proper party or parties;


                                      62
<PAGE>

                  (b)  any request or direction of the Company mentioned herein
         shall be sufficiently evidenced by a Company Request or Company Order
         and any resolution Of the Board of Directors may be sufficiently
         evidenced by a Board Resolution;

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

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

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

                  (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, direction,
         consent, order, bond, debenture, note, other evidence of indebtedness
         or other paper or document, but the Trustee, in its discretion, may
         make such further inquiry or investigation into such facts or matters
         as it may see fit, and, if the Trustee shall determine to make such
         further inquiry or investigation, it shall be entitled (subject to
         reasonable confidentiality arrangements as may be proposed by the
         Company) to examine the books, records and premises of the Company,
         personally or by agent or attorney;

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

                  (h)  the Trustee shall not be liable for any action taken,
         suffered, or omitted to be taken by it in good faith and reasonably
         believed by it to be authorized or within the discretion or rights or
         powers conferred upon it by this Indenture;

                  (i)  the Trustee shall not be deemed to have notice of any
         Default or Event of Default unless a Responsible Officer of the Trustee
         has actual knowledge thereof or unless written notice of any event
         which is in fact such a default is received by the Trustee at the
         Corporate Trust Office of the Trustee, and such notice references the
         Securities and this Indenture;


                                      63
<PAGE>

              (j)  the rights, privileges, protections, immunities and
         benefits given to the Trustee, including, without limitation, its
         right to be indemnified are extended to, and shall be enforceable
         by, the Trustee in each of its capacities hereunder, and to each
         agent, Custodian and other Person employed to act hereunder; and

              (k)  tile Trustee may request that the Company deliver an
         Officers' Certificate setting forth the names of individuals and/or
         titles of officers authorized at such time to take specified actions
         pursuant to this Indenture, which Officers' Certificate may be signed
         by any person authorized to sign an Officers' Certificate, including
         any person specified as so authorized in any such certificate
         previously delivered and not superseded.

Section 6.04. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

              The recitals contained herein and in the Securities, except
the Trustee's certificates of authentication, shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities. The Trustee shall not be
accountable for the use or application by the Company of Securities or the
proceeds thereof.

Section 6.05. MAY HOLD SECURITIES.

              The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other a gent of the Company, in its individual or
any other capacity, may become the owner or pledgee of Securities and,
subject to Sections 6.08 and 6.13, may otherwise deal with the Company with
the same rights it would have if it were not Trustee, Authenticating Agent,
Paying Agent, Security Registrar or such other agent.

Section 6.06. MONEY HELD IN TRUST.

              Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it
hereunder except as otherwise agreed in writing with the Company.

Section 6.07. COMPENSATION AND REIMBURSEMENT.

              The Company agrees:

              (1)     to pay to the Trustee from time to time such compensation
         as the Company and the Trustee shall from time to time agree in writing
         for all services rendered by it hereunder (which compensation shall not
         be limited by any provision of law in regard to the compensation of a
         trustee of an express trust);

              (2)     except as otherwise expressly provided herein, to
         reimburse the Trustee upon its request for all reasonable expenses,
         disbursements and advances incurred or made by the Trustee in
         accordance with any provision of this Indenture (including the
         reasonable compensation and the expenses and disbursements of its
         agents and counsel),


                                      64
<PAGE>

         except any such expense, disbursement or advance as may be attributable
         to its negligence or bad faith; and

              (3)     to indemnify the Trustee and any predecessor Trustee for,
         and to hold it harmless against, any and all loss, damage, claim,
         liability or expense incurred without negligence or bad faith on its
         part, including taxes (other than taxes based upon measured by or
         determined by the revenue or income of the Trustee), arising out of or
         in connection with the acceptance or administration of this trust
         including the costs and expenses of defending itself against any claim
         or liability in connection with the exercise or performance of any of
         its powers or duties hereunder.

              The Trustee shall have a lien prior to the Securities as to all
property and funds held by it hereunder for any amount owing to it pursuant
to this Section 6.07, except with respect to funds held in trust for the
benefit of the Holders of particular Securities.

              When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 5.01(8) or Section
5.01(9), the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable Federal or state bankruptcy,
insolvency or other similar law.

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

Section 6.08. CONFLICTING INTERESTS.

              If the Trustee has or shall acquire a conflicting interest
within the meaning of the Trust Indenture Act, the Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided
by, and subject to the provisions of, the Trust Indenture Act and this
Indenture.

Section 6.09. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

              There shall at all times be a Trustee hereunder which shall be
a Person that is eligible pursuant to the Trust Indenture Act to act as such
and has a combined capital and surplus of at least $50,000,000 and its
Corporate Trust Office in the Borough of Manhattan, The City of New York. If
such Person publishes reports of condition at least annually, pursuant to law
or to the requirements of said supervising or examining authority, then for
the purposes of this Section and to the extent permitted by the Trust
Indenture Act, the combined capital and surplus of such Person shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to
be eligible in accordance with the provisions of this Section, it shall
resign immediately in the manner and with the effect hereinafter specified in
this Article.


                                      65


<PAGE>

Section 6.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

              (a)     No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 6.11.

              (b)     The Trustee may resign at any time by giving written
notice thereof to the Company. If an instrument of acceptance by a successor
Trustee in accordance with the applicable requirements of Section 6.11 shall
not have been delivered to the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

              (c)     The Trustee may be removed at any time by Act of the
Holders of a majority in principal amount at Stated Maturity of the
Outstanding Securities, delivered to the Trustee and to the Company. If an
instrument of acceptance by a successor Trustee in accordance with the
applicable requirements of Section 6.11 shall not have been delivered to the
Trustee within 30 days after the giving of such notice of removal, the
Trustee may petition any court of competent jurisdiction for the appointment
of a successor Trustee.

              (d)     If at any time:

              (2)     the Trustee shall fail to comply with Section 6.08 after
         written request therefor by the Company or by any Holder who has been a
         bona fide Holder of a Security for at least six months, or

              (3)     the Trustee shall cease to be eligible under Section 6.09
         and shall fail to resign after written request therefor by the Company
         or by any such Holder, or

              (4)     the Trustee shall become incapable of acting or shall be
         adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
         property shall be appointed or any public officer shall take charge or
         control of the Trustee or of its property or affairs for the purpose of
         rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee, or (ii) subject to Section 5.14, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor Trustee.

              (a)     If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, the Company, by a Board Resolution, shall promptly appoint a
successor Trustee. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee shall be
appointed by Act of the Holders of a majority in principal amount at Stated
Maturity of the Outstanding Securities delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon
its acceptance of such appointment in accordance with the


                                      66
<PAGE>

applicable requirements of Section 6.11, become the Successor Trustee and
supersede the Successor Trustee appointed by the Company. If no successor
Trustee shall have been so appointed by the Company or the Holders and
accepted appointment in accordance with the applicable requirements of
Section 6.11, any Holder who has been a bona fide Holder of a Security for at
least six months may, on behalf of himself and all others similarly situated,
petition any Court of competent jurisdiction for the appointment of a
Successor Trustee.

              (b)     The Company shall give notice of each resignation and
each removal of the Trustee and each appointment of a successor Trustee to
all Holders in the manner provided in Section 1.06. Each notice shall include
the name of the successor Trustee and the address of its Corporate Trust
Office.

Section 6.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

              Every successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or
removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested
with all the rights, powers, trusts and duties of the retiring Trustee; but,
on request of the Company or the successor Trustee, such retiring Trustee
shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of
the retiring Trustee and shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee
hereunder. Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such Successor Trustee all such rights, powers and trusts.

              No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and
eligible under this Article.

Section 6.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

              Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all the
corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided such corporation shall be otherwise qualified and
eligible under this Article, without the execution or filing of any paper or
any further act on the part of any of the parties hereto. In case any
Securities shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the
Securities so authenticated with the same effect as if such successor Trustee
had itself authenticated such Securities.

Section 6.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

              If and when the Trustee shall be or become a creditor of the
Company (or any other obligor upon the Securities), the Trustee shall be
subject to the provisions of the Trust


                                      67
<PAGE>

Indenture Act regarding the collection of claims against the Company (or any
such other obligor).

Section 6.14. APPOINTMENT OF AUTHENTICATING AGENT.

              The Trustee may appoint an Authenticating Agent or Agents which
shall be authorized to act on behalf of the Trustee to authenticate
Securities issued upon original issue and upon exchange, registration of
transfer or partial redemption or partial purchase or pursuant to Section
3.08, and Securities so authenticated shall be entitled to the benefits of
this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or
the Trustee's certificate of authentication, such reference shall be deemed
to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf
of the Trustee by an Authenticating Agent. Each Authenticating Agent shall
be acceptable to the Company and shall at all times be a corporation
organized and doing business under the laws of the United States of America,
any State thereof or the District of Columbia, authorized under such laws to
act as Authenticating Agent, having a combined capital and surplus of not
less than $50,000,000 and subject to supervision or examination by Federal or
State authority. If such Authenticating Agent publishes reports of condition
at least annually, pursuant to law or to the requirements of said supervising
or examining authority, then for the purposes of this Section, the combined
capital and surplus of such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to
be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.

              Any corporation into which an Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation succeeding to all
or substantially all the corporate agency or corporate trust business of an
Authenticating Agent, shall continue to be an Authenticating Agent, provided
such corporation shall be otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part of the
Trustee or the Authenticating Agent.

              An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and to the Company. The Trustee may at
any time terminate the agency of an Authenticating Agent by giving written
notice thereof to such Authenticating Agent and to the Company. Upon
receiving such a notice of resignation or upon such a termination, or in case
at any time such Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, the Trustee may appoint a
successor Authenticating Agent which shall be acceptable to the Company and
shall give notice of such appointment in the manner provided in Section 1.06,
to all Holders as their names and addresses appear in the Security Register.
Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if


                                      68
<PAGE>

originally named as an Authenticating Agent. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section.

              The Company agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section.

              If an appointment is made pursuant to this Section, the
Securities may have endorsed thereon, in addition to the Trustee's
certificate of authentication, an alternative certificate of authentication
in the following form:

              This is one of the Securities described in the within-mentioned
Indenture.


Dated:

                                             The Bank of New York,
                                             as Trustee

                                             By
                                               --------------------------------,
                                                As Authenticating Agent

                                             By
                                               --------------------------------,
                                                Authority Signatory


                                      69
<PAGE>

                                   ARTICLE 7.

                Holders' Lists and Reports by Trustee and Company

Section 7.01. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

              The Company will furnish or cause to be furnished to the Trustee

              (a)     semi-annually, not more than 15 days after each March 1
         and September 1, commencing September 15, 2000 a list, in such form as
         the Trustee may reasonably require, of the names and addresses of the
         Holders as of such Regular Record Date, and

              (b)     at such other times as the Trustee may request in writing,
         within 30 days after the receipt by the Company of any such request, a
         list of similar form and content as of a date not more than 15 days
         prior to the time such list is furnished;

EXCLUDING from any such list names and addresses received by the Trustee in
its capacity as Security Registrar.

Section 7.02. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

              (a)     The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the
most recent list furnished to the Trustee as provided in Section 7.01 and the
names and addresses of Holders received by the Trustee in its capacity as
Security Registrar. The Trustee may destroy any list furnished to it as
provided in Section 7.01 upon receipt of a new list so furnished.

              (b)     The rights of Holders to communicate with other Holders
with respect to their rights under this Indenture or under the Securities,
and the corresponding rights and duties of the Trustee, shall be as provided
by the Trust Indenture Act.

              (c)     Every Holder of Securities, by receiving and holding
the same, agrees with the Company and the Trustee that neither the Company
nor the Trustee nor any agent of either of them shall be held accountable by
reason of any disclosure of information as to the names and addresses of
Holders made pursuant to the Trust Indenture Act.

Section 7.03. REPORTS BY TRUSTEE.

              (a)     Within 60 days after March 1 of each year commencing
March 1, 2001, the Trustee shall transmit to Holders such reports concerning
the Trustee and its actions under this Indenture as may be required pursuant
to the Trust Indenture Act at the times and in the manner provided pursuant
thereto.

              (b)     A copy of each such report shall, at the time of such
transmission to Holders, be tiled by the Trustee with each stock exchange
upon which the Securities are listed,


                                    70


<PAGE>

with the Commission and with the Company. The Company will promptly notify
the Trustee when the Securities are listed on any stock exchange.

Section 7.04. REPORTS BY COMPANY.

              The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at
the times and in the manner provided pursuant to such Act; provided that any
such information, documents or reports required to be filed with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed
with the Trustee within 15 days after the same is so required to be filed
with the Commission. The Trustee's receipt of such reports, information and
documents shall not constitute constructive notice of any information
contained therein or determinable from information contained therein.

                                   ARTICLE 8.

              Consolidation, Merger, Conveyance, Transfer or Lease

Section 8.01. COMPANY MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS.

              The Company (x) shall not, in any transaction or series of
related transactions, merge or consolidate with or into, or sell, assign,
convey, transfer or otherwise dispose of its properties and assets
substantially as an entirety to, any Person, and (y) shall not permit any of
its Restricted Subsidiaries to enter into any such transaction or series of
transactions if such transaction or series of transactions, in the aggregate,
would result in a sale, assignment, conveyance, transfer or other disposition
of the properties and assets of the Company and its Restricted Subsidiaries,
taken as a whole, substantially as an entirety to any Person, unless, in each
case (x) or (y), at the time and after giving effect thereto

              (i)     either: (A) if the transaction or series of transactions
         is a consolidation of the Company with or a merger of the Company with
         or into any other Person, the Company shall be the surviving Person of
         such merger or consolidation, or (B) the Person formed by any
         consolidation with or merger with or into the Company, or to which the
         properties and assets of the Company or the Company and its Restricted
         Subsidiaries, taken as a whole, as the case may be, substantially as an
         entirety are sold, assigned, conveyed or otherwise transferred (any
         such surviving Person or transferee Person referred to in this clause
         (B) being the "Surviving Entity"), shall be a corporation, partnership,
         limited liability company or trust organized and existing under the
         laws of the United States of America, any state thereof or the District
         of Columbia and shall expressly assume by a supplemental indenture
         executed and delivered to the Trustee, in form satisfactory to the
         Trustee, all the obligations of the Company under the Securities and
         this Indenture and, in each case, this Indenture, as so supplemented,
         shall remain in full force and effect, and

              (ii)     immediately before and immediately after giving effect to
         such transaction or series of transactions on a PRO FORMA basis
         (including any Debt Incurred or anticipated


                                      71
<PAGE>

         to be Incurred in connection with or in respect of such transaction or
         series of transactions), no Default or Event of Default shall have
         Occurred and be continuing, and

              (iii)    the Company or the Surviving Entity will, at the time of
         such transaction and after giving PRO FORMA effect thereto as if such
         transaction had occurred at the beginning of the applicable period, (A)
         have Consolidated Net Worth immediately after the transaction equal to
         or greater than the Consolidated Net Worth of the Company immediately
         preceding the transaction and (B) be permitted to Incur at least $1.00
         of additional Debt pursuant to clause (a) of Section 10.08;

PROVIDED, HOWEVER , that the foregoing requirements shall not apply to any
transaction or series of transactions involving the sale, assignment,
conveyance, transfer or other disposition of the properties and assets by any
Restricted Subsidiary to any other Restricted Subsidiary, or the merger or
consolidation of any Restricted Subsidiary with or into any other Restricted
Subsidiary. The Company shall not, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more related
transactions, to any other Person.

              In connection with any consolidation, merger, sale, assignment,
conveyance, transfer or other disposition contemplated by the foregoing
provisions, the Company shall deliver, or cause to be delivered, to the
Trustee, in form and substance reasonably satisfactory to the Trustee, an
Officers' Certificate stating that such consolidation, merger, sale,
assignment, conveyance, transfer, or other disposition and the Supplemental
indenture in respect thereof (required under clause (i)(B) of the preceding
paragraph) comply with the requirements of this Indenture and an Opinion of
Counsel that the conditions of this Article 8 have been complied with. Each
such Officers' Certificate shall set forth the manner of determination of the
Company's compliance in accordance with clause (iii) of the preceding
paragraph.

              For all purposes of this Indenture and the Securities
(including the provisions described in the two immediately preceding,
paragraphs and Section 10.08 and Section 10.10), Subsidiaries of any
Surviving Entity will, upon such transaction or series of transactions,
become Restricted Subsidiaries or Unrestricted Subsidiaries as provided
pursuant to Section 10.10 and all Debt of the Surviving Entity and its
Subsidiaries that was not Debt of the Company and its Subsidiaries
immediately prior to such transaction or series of transactions shall be
deemed to have been Incurred upon such transaction or series of transactions.

Section 8.02. SUCCESSOR SUBSTITUTED.

              Upon any transaction or series of transactions that are of the
type described in clause (x) or (y) of, and are effected in accordance with,
Section 8.01, the Surviving Entity shall succeed to, and be substituted for,
and may exercise every right and power of, the Company under this Indenture
with the same effect as if such Surviving Entity had been named as the
Company herein, and thereafter the predecessor Person shall be relieved of
all obligations and covenants under this Indenture and the Securities.


                                      72
<PAGE>

                                   ARTICLE 9.

                             Supplemental Indentures

Section 9.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

              Without the consent of any Holders, the Company, when
authorized by a Board Resolution, and the Trustee, at any time and from time
to time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

              (1)     to evidence the succession of another Person to the
         Company and the assumption by any such successor of the covenants of
         the Company herein and in the Securities; or

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

              (3)     to comply with any requirements of the Commission in order
         to effect and maintain the qualification of this Indenture under the
         Trust Indenture Act; or

              (4)     to cure any ambiguity, to correct or supplement any
         provision herein which may be defective or inconsistent with any other
         provision herein, or

              (5)     to make any other provisions with respect to matters or
         questions arising under this Indenture which shall not be inconsistent
         with the provisions of this Indenture, PROVIDED such action pursuant to
         this Clause (5) shall not adversely affect the interests of the Holders
         in any material respect (as determined in good faith by the Board of
         Directors).

Section 9.02. SUPPLEMENTAL INDENTURE WITH CONSENT OF HOLDERS.

              After receipt of the Required Consent, given by Act of those
Persons giving the Required Consent delivered to the Company and the Trustee,
the Company, when authorized by a Board Resolution, and the Trustee may enter
into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders under this Indenture; PROVIDED, HOWEVER, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding
Security affected thereby,

              (1)     change the Stated Maturity of the principal of, or any
         installment of interest on, any Security, or reduce the principal
         amount thereof or the rate of interest thereon or any premium payable
         thereon, or reduce the Default Amount that would be due and payable on
         acceleration of the Maturity thereof pursuant to Section 5.02, or
         change the place of payment where, or the coin or currency in which,
         any Security or any premium or interest thereon is payable, or impair
         the right to institute suit for the


                                      73
<PAGE>

         enforcement of any such payment on or after the Stated Maturity thereof
         (or, in the case of redemption, on or after the Redemption Date or, in
         the case of any Security required to be purchased pursuant to an Offer
         to Purchase, on or after the applicable Purchase Date), or

              (2)     reduce the percentage in principal amount at Stated
         Maturity of the Outstanding Securities, the consent of whose Holders
         is required for any such Supplemental indenture, or the consent of
         whose Holders is required for any waiver (of compliance with certain
         provisions of this Indenture or certain defaults hereunder and their
         consequences) provided for in this Indenture, or

              (3)     modify any of the provisions of this Section, Section 5.13
         or Section 10.18, except to increase any such percentage or to provide
         that certain other provisions of this Indenture cannot be modified or
         waived without the consent of the Holder of each Outstanding Security
         affected thereby, or

              (4)     following the mailing of an Offer with respect to an
         Offer to Purchase pursuant to Section 10.13, modify the provisions of
         this Indenture with respect to such Offer to Purchase in a manner
         adverse to Such Holder.

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

Section 9.03. EXECUTION OF SUPPLEMENTAL INDENTURES.

              In executing, or accepting the additional trusts created by,
any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall receive,
and (subject to Section 6.01) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture. The Trustee may, but shall not
be obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

Section 9.04. EFFECT OF SUPPLEMENTAL INDENTURES.

              Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes;
and every Holder of Securities theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby.

Section 9.05. CONFORMITY WITH TRUST INDENTURE ACT.

              Every supplemental indenture executed pursuant to this Article
shall conform to the requirements of the Trust Indenture Act.


                                      74
<PAGE>

Section 9.06. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

              Securities authenticated and delivered after the execution of
any supplemental indenture pursuant to this Article may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company
shall so determine, new Securities so modified as to conform, in the opinion
of the Trustee and the Company, to any such supplemental indenture may be
prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities.

                                   ARTICLE 10.

                                    Covenants

Section 10.01. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

               The Company will duly and punctually pay the principal of (and
premium, if any) and interest on the Securities in accordance with the terms
of the Securities and this Indenture.

Section 10.02. MAINTENANCE OF OFFICE OR AGENCY.

               The Company will maintain in the Borough of Manhattan, The
City of New York, an office or agency where Securities may be presented or
surrendered for payment, where Securities may be surrendered for registration
of transfer or exchange and where notices and demands to or upon the Company
in respect of the Securities and this Indenture may be served. The Company
will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of
the Trustee, and the Company hereby appoints the Trustee as its agent to
receive all such presentations, surrenders, notices and demands. In the event
any such notice or demands are so made or served on the Trustee, the Trustee
will promptly forward copies thereof to the Company.

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

                                      75


<PAGE>

Section 10.03. MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST.

                  If the Company shall at any time act as its own Paying
Agent, it will, on or before each due date of the principal of (and premium,
if any) or interest on any of the Securities, segregate and hold in trust for
the benefit of the Persons entitled thereto a sum sufficient to pay the
principal (and premium, if any) or interest so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided and
will promptly notify the Trustee of its action or failure so to act.

                  Whenever the Company shall have one or more Paying Agents,
it will, prior to each due date of the principal of (and premium, if any) or
interest on any Securities, deposit with a Paying Agent a sum sufficient to
pay the principal (and premium, if any) or interest so becoming due, such sum
to be held as provided by the Trust Indenture Act, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its
action or failure so to act.

                  The Company will cause each Paying Agent other than the
Trustee to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee, subject to the provisions of this
Section, that such Paying Agent will: (i) comply with the provisions of the
Trust Indenture Act applicable to it as Paying Agent and (ii) during the
continuance of any default by the Company (or any other obligor upon the
Securities) in the making of any payment in respect of the Securities, upon
the written request of the Trustee, forthwith pay to the Trustee all sums
held in trust by such Paying Agent as such.

                  The Company may at any time, for the purpose of obtaining
the satisfaction and discharge of this Indenture or for any other purpose,
pay, or by Company Order direct any Paying Agent to pay, to the Trustee all
sums held in trust by the Company or such Paying Agent, such sums to be held
by the Trustee upon the same trusts as those upon which such sums were held
by the Company or such Paying Agent; and, upon such payment by any Paying
Agent to the Trustee, such Paying Agent shall be released from all further
liability with respect to such money.

                  Any money deposited with the Trustee or any Paying Agent,
or then held by the Company, in trust for the payment of the principal of
(and premium, if any) or interest on any Security and remaining unclaimed for
two years after such principal (and premium, if any) or interest has become
due and payable shall be paid to the Company on Company Request, or (if then
held by the Company) shall be discharged from such trust; and the Holder of
such Security shall thereafter, as an unsecured general creditor, look only
to the Company for payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease.

Section 10.04. EXISTENCE.

                  Subject to Article 8, the Company will do or cause to be
done all things necessary to preserve and keep in full force and effect its
existence, rights (charter and statutory) and material franchises; PROVIDED,
HOWEVER, that the Company shall not be required to preserve any

                                       76
<PAGE>

such right or franchise if the Board of Directors in good faith shall
determine that the preservation thereof is no longer desirable in the conduct
of the business of the Company and that the loss thereof is not
disadvantageous in any material respect to the Holders.

Section 10.05. MAINTENANCE OF PROPERTIES.

                  The Company will cause all material properties used or
useful in the conduct of its business or the business of any Restricted
Subsidiary to be maintained and kept in good condition, repair and working
order and supplied with all necessary equipment and will cause to be made all
necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company may be necessary so that the
business carried on in connection therewith may be properly and
advantageously conducted at all times; PROVIDED, HOWEVER, that nothing in
this Section shall prevent the Company from discontinuing the operation or
maintenance of any of such material properties if such discontinuance is, as
determined by the Board of Directors in good faith, desirable in the conduct
of its business or the business of any Restricted Subsidiary and not
disadvantageous in any material respect to the Holders.

Section 10.06. PAYMENT OF TAXES AND OTHER CLAIMS.

                  The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (1) all taxes,
assessments and governmental charges levied or imposed upon the Company or
any of its Restricted Subsidiaries or upon the income, profits or property of
the Company or any of its Restricted Subsidiaries, and (2) all lawful claims
for labor, materials and supplies which, if unpaid, might by law become a
lien upon the property of the Company or any of its Restricted Subsidiaries;
PROVIDED, HOWEVER, that the Company shall not be required to pay or discharge
or cause to be paid or discharged any such tax, assessment, charge or claim
whose amount, applicability or validity is being contested in good faith by
appropriate proceedings.

Section 10.07. MAINTENANCE OF INSURANCE.

                  The Company shall, and shall cause its Restricted
Subsidiaries to, keep at all times all of their properties which are of an
insurable nature insured against loss or damage with insurers believed by the
Company to be responsible to the extent that property of similar character is
usually so insured by corporations similarly situated and owning like
properties in accordance with good business practice.

Section 10.08. LIMITATION ON CONSOLIDATED DEBT.

                  The Company shall not, and shall not permit any Restricted
Subsidiary to, Incur any Debt (including Acquired Debt), other than Permitted
Debt, unless immediately after giving effect to the Incurrence of such Debt
and the receipt and application of the net proceeds therefrom (including,
without limitation, the application or use of the net proceeds therefrom to
repay Debt or make any Restricted Payment) (a) the Consolidated Debt to
Annualized Operating Cash Flow Ratio would be less than 7.0 to 1.0, or (b) in
the case of any incurrence of Debt prior

                                       77
<PAGE>

to January 1, 2005 only, Consolidated Debt would be equal to or less than 80%
of Total Invested Capital.

Section 10.09. LIMITATION ON RESTRICTED PAYMENTS.

                  The Company shall not, directly or indirectly:

                           (i) declare or pay any dividend on, or make any
                  distribution to the holders of, any shares of its Capital
                  Stock (other than dividends or distributions payable solely in
                  its Capital Stock (other than Redeemable Stock) or in options,
                  warrants or other rights to purchase any such Capital Stock
                  (other than Redeemable Stock));

                           (ii) purchase, redeem or otherwise acquire or retire
                  for value, or permit any Restricted Subsidiary to, directly or
                  indirectly, purchase, redeem or otherwise acquire or retire
                  for value (other than value consisting solely of Capital Stock
                  of the Company that is not Redeemable Stock or options,
                  warrants or other rights to acquire such Capital Stock that is
                  not Redeemable Stock), any Capital Stock of the Company
                  (including options, warrants or other rights to acquire such
                  Capital Stock);

                           (iii) redeem, repurchase, defease or otherwise
                  acquire or retire for value, or permit any Restricted
                  Subsidiary to, directly or indirectly, redeem, repurchase,
                  defease or otherwise acquire or retire for value (other than
                  value consisting solely of Capital Stock of the Company that
                  is not Redeemable Stock or options, warrants or other rights
                  to acquire such Capital Stock that is not Redeemable Stock),
                  prior to any scheduled maturity, scheduled repayment or
                  scheduled sinking fund payment, any Debt that is subordinate
                  (whether pursuant to its terms or by operation of law) in
                  right of payment to the Securities; or

                           (iv) make, or permit any Restricted Subsidiary,
                  directly or indirectly, to make, any Investment (other than
                  any Permitted Investment) in any Person (other than in a
                  Restricted Subsidiary or a Person that becomes a Restricted
                  Subsidiary as a result of such Investment);

(each of the foregoing actions set forth in clauses (i) through (iv), other
than any such action that is a Permitted Investment or a Permitted
Distribution, being referred to as a "Restricted Payment") unless, at the
time of such Restricted Payment, and after giving effect thereto:

                           (a) no Default or Event of Default shall have
                  occurred and be continuing;

                           (b) the Company would, at the time of such Restricted
                  Payment and after giving PRO FORMA effect thereto as if such
                  Restricted Payment had been made at the beginning of the
                  applicable period, have been permitted to Incur at least $1.00
                  of additional Debt pursuant to clause (a) of Section 10.08;
                  and


                                       78
<PAGE>

                           (c) after giving effect to such Restricted Payment on
                  a PRO FORMA basis, the aggregate amount of all Restricted
                  Payments made on or after the date hereof shall not exceed:

                                    (1) the amount of (x) the Operating 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 are available
                           preceding the date of such Restricted Payment
                           (treated as a single accounting period), plus

                                    (2) the aggregate net proceeds (other than
                           proceeds from a Committed Capital Contribution),
                           including the fair market value of property other
                           than cash (as determined, (A) in the case of any
                           property other than cash with a value less than $25.0
                           million, by the Board of Directors, whose good faith
                           determination shall be conclusive and as evidenced by
                           a Board Resolution, or (B) in the case of any
                           property other than cash with a value equal to or
                           greater than $25.0 million, by an accounting,
                           appraisal or investment banking firm of national
                           standing and evidenced by a written opinion of such
                           firm), received by the Company from the issuance and
                           sale (other than to a Restricted Subsidiary) on or
                           after February 24, 2000 of shares of its Capital
                           Stock (other than Redeemable Stock), or any options,
                           warrants or other rights to purchase such Capital
                           Stock (other than Redeemable Stock), other than
                           shares of Capital Stock or options, warrants or other
                           rights to purchase Capital Stock (or shares issuable
                           upon exercise thereof), the proceeds of the issuance
                           of which is used to make a Directed Investment
                           (unless such designation has been revoked by the
                           Board of Directors and the Company is able to make
                           such Investment pursuant to this Section 10.09 (other
                           than as a Directed Investment)), plus

                                    (3) the aggregate net proceeds, including
                           the fair market value of property other than cash (as
                           determined, (A) in the case of any property other
                           than cash with a value less than $25.0 million, by
                           the Board of Directors, whose good faith
                           determination shall be conclusive and as evidenced by
                           a Board Resolution, or (B) in the case of any
                           property other than cash with a value equal to or
                           greater than $25.0 million, by an accounting,
                           appraisal or investment banking firm of national
                           standing and evidenced by a written opinion of such
                           firm), received by the Company from the issuance or
                           sale (other than to a Restricted Subsidiary) after
                           February 24, 2000 of any Capital Stock of the Company
                           (other than Redeemable Stock), or any options,
                           warrants or other rights to purchase


                                       79
<PAGE>

                           such Capital Stock (other than Redeemable Stock),
                           upon the conversion of, or exchange for, Debt of the
                           Company or a Restricted Subsidiary.

                  The foregoing limitations in this Section 10.09 do not
limit or restrict the making of any Permitted Distribution, Permitted
Investment or Directed Investment, and neither a Permitted Distribution nor a
Permitted Investment shall be counted as a Restricted Payment for purposes of
clause (c) above. In addition, the foregoing limitations do not prevent the
Company from (I) paying a dividend on Capital Stock of the Company within 60
days after the declaration thereof if, on the date when the dividend was
declared, the Company could have paid such dividend in accordance with the
provisions of this Indenture, (II) repurchasing Capital Stock of the Company
(including options, warrants or other rights to acquire such Capital Stock)
from former employees or Directors of the Company or any Subsidiary thereof
for consideration not to exceed (A) in the case of all such employees or
directors (other than Itemized Executives), $500,000 in the aggregate in any
fiscal year, with amounts not used in any given fiscal year being carried
over into subsequent fiscal years, and (B) in the case of any Itemized
Executive, $2.0 million per Itemized Executive (plus the amount of any
proceeds of any key man life insurance received by the Company in respect of
such Itemized Executive) in any fiscal year, with the aggregate amount of
such repurchases under this clause (II)(B) not to exceed $5.0 million in any
fiscal year; PROVIDED that the aggregate amount of all such repurchases made
pursuant to this clause (II) does not exceed $17.0 million in the aggregate
(not including the amount of any proceeds of key man life insurance received
by the Company in respect to any Itemized Executive), (III) the repurchase,
redemption or other acquisition for value of Capital Stock of the Company to
the extent necessary to prevent the loss or secure the renewal or
reinstatement of any license or franchise held by the Company or any of its
Subsidiaries from any governmental agency, (IV) making a loan in the
aggregate principal amount of approximately $2.2 million to certain
officer(s) of the Company as described in the Memorandum (with Restricted
Payments pursuant to this clause not being counted as Restricted Payments for
purposes of clause (c) above), (V) the redemption, repurchase, defeasance or
other acquisition or retirement for value of Indebtedness that is
subordinated in right of payment to the Securities, including premium, if
any, and accrued and unpaid interest, with the proceeds of, or in exchange
for, (a) the proceeds of a capital contribution or a substantially concurrent
offering of, shares of Capital Stock (other than Redeemable Stock) of the
Company (or options, warrants or other rights to acquire such Capital Stock)
the proceeds of which are not designated as a Directed Investment, or (b)
Debt that is at least as subordinated in right of payment to the Securities,
including premium, if any, and accrued and unpaid interest, as the Debt being
purchased, (with Restricted Payments pursuant to this clause not being
counted as Restricted Payments for purposes of clause (c) above), (VI) the
repurchase, redemption or other acquisition of Capital Stock of the Company
(or options, warrants or other rights to acquire such Capital Stock) in
exchange for, or out of the proceeds of a capital contribution or a
substantially concurrent offering of, shares of Common Stock (other than
Redeemable Stock) of the Company (or options, warrants or other rights to
acquire such Capital Stock) the proceeds of which are not designated as a
Directed Investment or (VII) other Restricted Payments not to exceed $5.0
million in the aggregate at any time outstanding (with Restricted Payments
pursuant to this clause not being counted as Restricted Payments for purposes
of clause (c) above).

                                       80
<PAGE>

                  Notwithstanding the foregoing, no Investment in a Person that
immediately thereafter would be a Restricted Subsidiary will be a Restricted
Payment. In addition, if any Person in which an Investment is made, which
Investment constitutes a Restricted Payment when made, thereafter becomes a
Restricted Subsidiary, all such Investments previously made in such Person shall
no longer be counted as Restricted Payments for purposes of calculating the
aggregate amount of Restricted Payments pursuant to clause (c) of the third
preceding paragraph or the aggregate amount of Investments pursuant to clause
(V)(a) of the immediately preceding paragraph, in each case to the extent such
Investments would otherwise be so counted.

                  For purposes of clause (c)(3) above, the net proceeds received
by the Company from the issuance or sale of its Capital Stock either upon the
conversion of, or exchange for, Debt of the Company or any Restricted Subsidiary
shall be deemed to be an amount equal to (a) the sum of (i) the principal amount
or accreted value (whichever is less) of such Debt on the date of such
conversion or exchange and (ii) the additional cash consideration, if any,
received by the Company upon such conversion or exchange, less any payment on
account of fractional shares, MINUS (b) all expenses incurred in connection with
such issuance or sale. In addition, for purposes of clause (c)(3) above, the net
proceeds received by the Company from the issuance or sale of its Capital Stock
upon the exercise of any options or warrants of the Company or any Restricted
Subsidiary shall be deemed to be an amount equal to (a) the additional cash
consideration, if any, received by the Company upon such exercise, MINUS (b) all
expenses incurred in connection with such issuance or sale.

                  For purposes of this Section 10.09, if a particular Restricted
Payment involves a non-cash payment, including a distribution of assets, then
such Restricted Payment shall be deemed to be an amount equal to the cash
portion of such Restricted Payment, if any, plus an amount equal to the fair
market value of the non-cash portion of such Restricted Payment, as determined
by the Board of Directors (whose good faith determination shall be conclusive
and evidenced by a Board Resolution).

                  The amount of any Investment outstanding at any time shall be
deemed to be equal to the amount of such Investment on the date made, less the
return of capital, repayment of loans and return on capital (including interest
and dividends), in each case, received in cash, up to the amount of such
Investment on the date made.

Section 10.10.    RESTRICTED SUBSIDIARIES.

                  Subject to compliance with Section 10.09, the Board of
Directors may designate any Restricted Subsidiary as an Unrestricted Subsidiary.

                  The designation by the Board of Directors of a Restricted
Subsidiary as an Unrestricted Subsidiary shall, for all purposes of Section
10.09 (including clause (b) thereof), be deemed to be a Restricted Payment of an
amount equal to the fair market value of the Company's ownership interest in
such Subsidiary (including, without duplication, such indirect ownership
interest in all Subsidiaries of such Subsidiary), as determined by the Board of
Directors in good faith and evidenced by a Board Resolution.

                                      81
<PAGE>

                  Notwithstanding the foregoing provisions of this Section
10.10, the Board of Directors may not designate a Subsidiary of the Company
to be an Unrestricted Subsidiary if, after such designation, (a) the Company
or any of its other Restricted Subsidiaries (i) provides credit support for,
or a Guarantee of, any Debt of such Subsidiary (including any undertaking,
agreement or instrument evidencing such Debt) or (ii) is directly or
indirectly liable for any Debt of such Subsidiary, (b) a default with respect
to any Debt of such Subsidiary (including any right which the holders thereof
may have to take enforcement action against such Subsidiary) would permit
(upon notice, lapse of time or both) any holder of any other Debt of the
Company or any Restricted Subsidiary to declare a default on such other Debt
or cause the payment thereof to be accelerated or payable prior to its final
scheduled maturity or (c) such Subsidiary owns any Capital Stock of, or owns
or holds any Lien on any property of, any Restricted Subsidiary which is not
a Subsidiary of the Subsidiary to be so designated.

                  The Board of Directors, from time to time, may designate any
Person that is about to become a Subsidiary of the Company as an Unrestricted
Subsidiary, and may designate any newly-created Subsidiary of the Company as an
Unrestricted Subsidiary, if at the time such Subsidiary is created it contains
no assets (other than such DE MINIMIS amount of assets then required by law for
the formation of corporations) and no Debt. Subsidiaries of the Company that are
not designated by the Board of Directors as Restricted or Unrestricted
Subsidiaries shall be deemed to be Restricted Subsidiaries. Notwithstanding any
provisions of this Section 10.10, all Subsidiaries of an Unrestricted Subsidiary
shall be Unrestricted Subsidiaries.

Section 10.11.    TRANSACTIONS WITH AFFILIATES.

                  The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, enter into any transaction (including the
purchase, sale, lease or exchange of any property or the rendering of any
service) or series of related transactions with any Affiliate of the Company on
terms that are less favorable to the Company or such Restricted Subsidiary, as
the case may be, than those which might be obtained at the time of such
transaction from a Person that is not such an Affiliate; PROVIDED, HOWEVER, that
this Section 10.11 shall not limit, or be applicable to, (i) any transaction
between Unrestricted Subsidiaries not involving the Company or any Restricted
Subsidiary, (ii) any transaction between the Company and any Restricted
Subsidiary or between Restricted Subsidiaries or (iii) any Permitted
Transactions. In addition, any transaction or series of related transactions,
other than Permitted Transactions, between the Company or any Restricted
Subsidiary and any Affiliate of the Company (other than a Restricted Subsidiary)
involving an aggregate consideration of $5 million or more must be approved in
good faith by a majority of the Company's Disinterested Directors (of which
there must be at least one) and evidenced by a Board Resolution, or if there is
no Disinterested Director at such time or such transaction involves aggregate
consideration of $25.0 million or more, by an opinion as to fairness ("Fairness
Opinion") to the Company or such Subsidiary from a financial point of view
issued by an accounting, appraisal or investment banking firm of national
standing. For purposes of this Section 10.11, any transaction or series of
related transactions between the Company or any Restricted Subsidiary and an
Affiliate of the Company that is approved by a majority of the Disinterested
Directors (of which there must be at least one to utilize this method of
approval) and evidenced by a Board Resolution or for which a Fairness Opinion
has been

                                      82
<PAGE>

issued shall be deemed to be on terms as favorable as those that might be
obtained at the time of such transaction (or series of transactions) from a
Person that is not such an Affiliate and thus shall be permitted under this
Section 10.11.

Section 10.12.    LIENS.

                  The Company shall not and shall not permit any of its
Restricted Subsidiaries to create, incur, assume or otherwise cause or suffer to
exist or become effective any Lien of any kind (other than Permitted Liens) upon
any of their property or assets, now owned or hereafter acquired, unless all
payments due under this Indenture and the Securities are secured on an equal and
ratable basis with the obligations so secured until such time as such
obligations are no longer secured by a Lien.

Section 10.13.    CHANGE OF CONTROL.

                  Upon the occurrence of a Change of Control, the Company shall
be required to make an Offer to Purchase all or any part of Outstanding
Securities at a cash purchase price equal to 101% of the aggregate principal
amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any,
to the Purchase Date. The Offer to Purchase must be made within 30 days
following a Change of Control, must remain open for at least 30 and not more
than 180 days and must comply with the requirements of Rule 14e-1 under the
Exchange Act and any other applicable securities laws and regulations.

Section 10.14.    DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING
SUBSIDIARIES.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
suffer to exist or become effective any encumbrance or restriction on the
ability of any Restricted Subsidiary to (i)(a) pay dividends or make any other
distributions to the Company or any of its Restricted Subsidiaries (1) on its
Capital Stock or (2) with respect to any other interest or participation in, or
measured by, its profits, or (b) pay any indebtedness owed to the Company or any
of its Restricted Subsidiaries, (ii) make loans or advances to the Company or
any of its Restricted Subsidiaries or (iii) transfer any of its properties or
assets to the Company or any of its Restricted Subsidiaries. However, the
foregoing restrictions will not apply to encumbrances or restrictions existing
under or by reason of (a) existing Debt as in effect on the date hereof, (b) any
Credit Facility as in effect as of the date hereof (or in the case of the New
Credit Facility, as initially executed by the parties thereto), and any
amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings thereof, provided that such amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings are no more restrictive, taken as a whole, with
respect to such dividend and other payment restrictions than those contained in
such Credit Facility as in effect on the date hereof (as conclusively determined
in good faith by the Board of Directors and set forth in a Board Resolution),
(c) this Indenture and the Securities, (d) applicable law, (e) any instrument
governing Debt (and any amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacements or refinancings thereof,
provided that such amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacement or refinancings are no

                                      83
<PAGE>

more restrictive, taken as a whole, with respect to such dividend and other
payment restrictions than those contained in such Debt as in effect on the
date of its incurrence by the Company or any Restricted Subsidiary (as
conclusively determined in good faith by an executive officer of the
Company)) or Capital Stock of a Person acquired by the Company or any of its
Restricted Subsidiaries as in effect at the time of such acquisition (except
to the extent such Debt was incurred in connection with or in contemplation
of such acquisition), which encumbrance or restriction is not applicable to
any Person, or the properties or assets of any Person, other than the Person,
or the property or assets of the Person, so acquired, provided that, in the
case of Debt, such Debt was permitted by the terms of this Indenture to be
incurred, (f) customary nonassignment provisions in leases entered into in
the ordinary course of business, (g) purchase money obligations for property
acquired in the ordinary course of business that impose restrictions of the
nature described in clause (iii) above on the property so acquired, (h) any
agreement for the sale or other disposition of a Restricted Subsidiary that
restricts distributions by that Subsidiary pending its sale or other
disposition, (i) Liens securing Debt otherwise permitted to be incurred
pursuant to the provisions of the covenant described above under Section
10.12 that limit the right of the Company or any of its Restricted
Subsidiaries to dispose of the assets subject to such Lien, (j) provisions
with respect to the disposition or distribution of assets or property in
joint venture agreements and other similar agreements entered into in the
ordinary course of business and (k) restrictions on cash or other deposits or
net worth imposed by customers under contracts entered into in the ordinary
course of business.

Section 10.15.    ACTIVITIES OF THE COMPANY AND RESTRICTED SUBSIDIARIES.

                  The Company shall not, and shall not permit any Restricted
Subsidiary to, engage in any business other than the telecommunications business
and related activities and services, including such businesses, activities and
services as the Company and the Restricted Subsidiaries are engaged in on the
Closing Date.

Section 10.16.    PROVISION OF FINANCIAL INFORMATION.

                  Whether or not the Company is subject to Section 13(a) or
15(d) of the Exchange Act, or any successor provision thereto, the Company shall
file with the Commission the annual reports, quarterly reports and other
documents which the Company would have been required to file with the Commission
pursuant to such Section 13(a) or 15(d) or any successor provision thereto if
the Company were subject thereto, such documents to be filed with the Commission
on or prior to the respective dates (the "Required Filing Dates") by which the
Company would have been required to file them. The Company shall also in any
event (a) within 15 days of each Required Filing Date (i) transmit by mail to
all Holders, as their names and addresses appear in the Security Register,
without cost to such Holders, and (ii) file with the Trustee copies of the
annual reports, quarterly reports and other documents which the Company would
have been required to file with the Commission pursuant to Section 13(a) or
15(d) of the Exchange Act or any successor provisions thereto if the Company
were subject thereto and (b) if filing such documents by the Company with the
Commission is not permitted under the Exchange Act, promptly upon written
request supply copies of such documents to any prospective Holder. The

                                      84
<PAGE>

Trustee's receipt of such reports, information and documents shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein.

                  In addition, for so long as any Securities remain outstanding,
the Company shall furnish to the Holders and to securities analysts and
prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A under the Securities Act.

Section 10.17.    STATEMENT BY OFFICERS AS TO DEFAULT: COMPLIANCE CERTIFICATES.

                  (a)   The Company shall deliver to the Trustee, within 120
days after the end of each fiscal year of the Company ending after the date
hereof an Officers' Certificate, stating whether or not to the best knowledge of
the signers thereof the Company is in default in the performance and observance
of any of the terms, provisions and conditions of this Indenture (without regard
to any period of grace or requirement of notice provided hereunder), and if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.

                  (b)   The Company shall deliver to a Responsible Officer of
the Trustee, as soon as possible and in any event within 10 days after the
Company becomes aware of the occurrence of a Default or an Event of Default, an
Officers' Certificate setting forth the details of such Default or Event of
Default, and the action which the Company proposes to take with respect thereto.

Section 10.18.    WAIVER OF CERTAIN COVENANTS.

                  The Company may omit in any particular instance to comply with
any covenant or condition set forth in Section 8.01, provided pursuant to
Section 9.01(2) and set forth in Sections 10.04 to 10.16, inclusive, if before
the time for such compliance the Holders of at least a majority in principal
amount at Stated Maturity of the Outstanding Securities shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such covenant or condition, but no such waiver shall extend to
or affect such covenant or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the Company
and the duties of the Trustee in respect of any such covenant or condition shall
remain in full force and effect; PROVIDED, HOWEVER, with respect to an Offer to
Purchase as to which an Offer has been mailed, no such waiver may be made or
shall be effective against any Holder tendering Securities pursuant to such
Offer, and the Company may not omit to comply with the terms of such Offer as to
such Holder.

Section 10.19.    LIMITATION ON ISSUANCES AND SALES OF EQUITY INTERESTS IN
WHOLLY OWNED SUBSIDIARIES.

                  The Company (i) shall not, and shall not permit any Restricted
Subsidiary of the Company to, transfer, convey, sell or otherwise dispose
("Transfer") of any Capital Stock in any Wholly Owned Restricted Subsidiary of
the Company to any Person (other than the Company or a Wholly Owned Restricted
Subsidiary of the Company) unless (a) such Transfer is of all the Capital Stock
in such Wholly Owned Restricted Subsidiary and (b) the cash Net Proceeds from

                                      85
<PAGE>

such Transfer are applied in accordance with the covenant described below
under Section 10.21 and (ii) will not permit any Wholly Owned Restricted
Subsidiary of the Company to issue any of its Capital Stock (other than, if
necessary, shares of its Capital Stock constituting directors' qualifying
shares) to any Person other than to the Company or a Wholly Owned Restricted
Subsidiary of the Company. The foregoing restrictions shall not apply to (i)
the creation of Permitted Joint Ventures; (ii) any Transfer required by
applicable law or regulation, (iii) the issuance of Redeemable Stock that is
otherwise permitted to be issued pursuant to the terms of this Indenture, and
(iv) Transfers in which the Company or a Restricted Subsidiary acquired at
the same time not less than its proportionate share in such issuance of
Capital Stock.

Section 10.20. PAYMENTS FOR CONSENT.

               Neither the Company nor any of its Restricted Subsidiaries
shall, directly or indirectly, pay or cause to be paid any consideration,
whether by way of interest, fee or otherwise, to any Holder of any Securities
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 or is paid to all Holders of the
Securities that consent, waive or agree to amend in the time frame set forth
in the solicitation documents relating to such consent, waiver or agreement.

Section 10.21. ASSET SALES.

               The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company
(or the Restricted Subsidiary, as the case may be) receives consideration at
the time of such Asset Sale at least equal to the fair market value (which
shall be conclusively evidenced by a resolution of the Board of Directors set
forth in an Officers' Certificate delivered to the Trustee) of the assets or
Capital Stock issued or sold or otherwise disposed of and (ii) at least 80%
of the consideration therefor received by the Company or such Subsidiary is
in the form of cash; provided that the amount of (x) any liabilities (as
shown on the Company's or such Restricted Subsidiary's most recent balance
sheet), of the Company or any Restricted Subsidiary (other than contingent
liabilities and liabilities that are by their terms subordinated to the Notes
or any guarantee thereof) that are assumed by the transferee of any such
assets and (y) any securities, notes or other obligations received by the
Company or any such Restricted Subsidiary from such transferee that are
contemporaneously (subject to ordinary settlement periods) converted by the
Company or such Subsidiary into cash (to the extent of the cash received),
shall be deemed to be cash for purposes of this provision.

               Within 360 days after the receipt of any Net Proceeds from an
Asset Sale, the Company may apply such Net Proceeds, at its option, (a) to
repay Debt under a Credit Facility or any Vendor Financing Debt or (b) to
make a capital expenditure in the same or similar line of business as the
Company is engaged in on the date hereof or in a business reasonably related
thereto, or (c) to acquire (i) Capital Stock of an entity that is or becomes
a Restricted Subsidiary or (ii) other long-term assets that are used or
useful in the same or similar line of business as the Company or such
Restricted Subsidiaries were engaged in on the date hereof or in businesses
reasonably related thereto. Pending the final application of any such Net
Proceeds, the Company


                                       86
<PAGE>

may temporarily reduce revolving credit borrowings or otherwise invest such
Net Proceeds in any manner that is not prohibited by this Indenture. Any Net
Proceeds from Asset Sales that are not applied or invested as provided in the
first sentence of this paragraph will be deemed to constitute "Excess
Proceeds." When the aggregate amount of Excess Proceeds exceeds $5.0 million,
the Company will be required to make an offer (an "Asset Sale Offer") to all
Holders of Notes and all holders of other Debt that is pari passu with the
Notes containing provisions similar to those set forth in this Indenture with
respect to offers to purchase or redeem with the proceeds of sales of assets
to purchase the maximum principal amount at maturity of Notes and such other
pari passu Debt that may be purchased out of the Excess Proceeds. The offer
price for such Asset Sale Offer shall be an amount in cash equal to 100% of
the principal amount thereof plus accrued and unpaid interest thereon, if
any, to the date of purchase, in accordance with the procedures set forth in
this Indenture and the instrument or instruments governing such other pari
passu Debt, respectively. To the extent that any Excess Proceeds remain after
consummation of an Asset Sale Offer, the Company may use such Excess Proceeds
for any purpose not otherwise prohibited by this Indenture. If the aggregate
principal amount of Notes tendered into such Asset Sale Offer surrendered by
Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall
select the Notes to be purchased on a pro rata basis. Upon completion of such
offer to purchase, the amount of Excess Proceeds shall be reset at zero.

                                  ARTICLE 11.

                            Redemption of Securities

Section 11.01.  RIGHT OF REDEMPTION.

                The Securities may be redeemed at any time on or after March
15, 2005, at the Company's option, in whole or in part, upon not less than 30
or more than 60 days' prior written notice mailed by first class mail to each
Holder's last address as it appears in the Security Register, at the
Redemption Prices (expressed as a percentage of the principal amount at
maturity thereof) set forth below, plus an amount in cash equal to all
accrued and unpaid interest and Liquidated Damages, if any, to the Redemption
Date, if redeemed during the twelve-month period beginning March 15 of each
of the years set forth below.

<TABLE>
<CAPTION>

              YEAR                                           PERCENTAGE
              ----                                           ----------
              <S>                                            <C>
              2005 .......................................   105.5000%
              2006 .......................................   103.6667%
              2007 .......................................   101.8333%
              2008 and thereafter ........................   100.0000%
</TABLE>

                In addition, in the event of one or more sales by the Company
on or prior to March 15, 2003 of at least $75.0 million of its Capital Stock
(other than Redeemable Stock), the Company may redeem up to 35% of the
aggregate principal amount of the Notes originally issued with the proceeds
of such sale at a Redemption Price equal to 111% of such principal amount on
the Redemption Date, plus Liquidated Damages, if any thereon, to the
Redemption Date; PROVIDED that at least 65% of the aggregate principal amount
of the Notes originally issued


                                       87
<PAGE>

remain outstanding immediately after the occurrence of any such redemption
(excluding Notes held by the Company and its Restricted Subsidiaries); and
PROVIDED, FURTHER, that such redemption occurs within 60 days after
consummation of any such sale.

Section 11.02. APPLICABILITY OF ARTICLE.

               Redemption of Securities at the election of the Company, as
permitted by this Indenture and the provisions of the Securities, shall be
made in accordance with such provisions and this Article.

Section 11.03. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

               The election of the Company to redeem any Securities pursuant
to Section 11.01 shall be evidenced by a Board Resolution. In case of any
redemption at the election of the Company pursuant to Section 11.01, the
Company shall, at least 45 days prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date and of the principal amount of
Securities to be redeemed.

Section 11.04. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

               In the case of any partial redemption, selection of the
Securities for redemption will be made by the Trustee in compliance with the
requirements of the principal national securities exchange, if any, on which
the Securities are listed or, if the Securities are not listed on a national
securities exchange, on a PRO RATA basis, by lot or by such other method as
the Trustee shall deem to be fair and appropriate; PROVIDED that no Security
of $1,000 in principal amount or less shall be redeemed in part.

               The Trustee shall promptly notify the Company and each
Security Registrar in writing of the Securities selected for redemption and,
in the case of any Securities selected for partial redemption, the principal
amount thereof to be redeemed.

               For all purposes of this Indenture and of the Securities,
unless the context otherwise requires, all provisions relating to the
redemption of Securities shall relate, in the case of any Securities redeemed
or to be redeemed only in part, to the portion of the principal amount of
such Securities which has been or is to be redeemed.

Section 11.05. NOTICE OF REDEMPTION.

               Notice of redemption shall be given by first-class mail,
postage prepaid, mailed not less than 30 nor more than 45 days prior to the
Redemption Date, to each Holder of Securities to be redeemed, at his address
appearing in the Security Register.

               All notices of redemption shall state (including CUSIP, CINS
and ISIN numbers, if any):

               (1)   the Redemption Date,


                                       88
<PAGE>

               (2)   the Redemption Price,

               (3)   if less than all the Outstanding Securities are to be
redeemed, the identification (and, in the case of partial redemption, the
principal amounts) of the particular Securities to be redeemed, including
CUSIP, CINS and ISIN numbers,

               (4)   that on the Redemption Date the Redemption Price will
become due and payable upon each such Security to be redeemed and that cash
interest thereon will cease to accrue on and after said Redemption Date,

               (5)   the place or places where such Securities are to be
surrendered for payment of the Redemption Price, and

               (6)   if the redemption is being made pursuant to the provisions
of the Securities set forth in the third paragraph of Section 2.03, a brief
description of the nature and amount of Capital Stock sold by the Company,
the aggregate purchase price thereof and the net cash proceeds therefrom
available for such redemption, the date or dates on which such sale was
completed and the percentage of the aggregate principal amount of Outstanding
Securities being redeemed.

                Notice of redemption of Securities to be redeemed at the
election of the Company shall be given by the Company or, at the Company's
request, by the Trustee in the name and at the expense of the Company and shall
be irrevocable.

Section 11.06. DEPOSIT OF REDEMPTION PRICE.

               On or before 10:00 a.m. New York time on any Redemption Date,
the Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.03) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) any applicable accrued interest on, all the Securities which
are to be redeemed on that date.

Section 11.07. SECURITIES PAYABLE ON REDEMPTION DATE.

               Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such
date (unless the Company shall default in the payment of the Redemption Price
and any applicable accrued interest) such Securities shall not bear interest.
Upon surrender of any such Security for redemption in accordance with said
notice, such Security shall be paid by the Company at the Redemption Price,
together with any applicable accrued and unpaid interest to the Redemption
Date; PROVIDED, HOWEVER, that installments of interest whose Stated Maturity
is on or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and
the provisions of Section 3.09.


                                       89
<PAGE>

               If any Security called for redemption in accordance with the
election of the Company made pursuant to Section 11.01 shall not be so paid
upon surrender thereof for redemption, the principal (and premium, if any)
shall, until paid, bear interest from the Redemption Date at the rate
provided by the Security.

Section 11.08. SECURITIES REDEEMED IN PART.

               Any Security which is to be redeemed only in part shall be
surrendered at an office or agency of the Company designated for that purpose
pursuant to Section 10.02 (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory
to the Company and the Trustee duly executed by, the Holder thereof or his
attorney duly authorized in writing), and 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 aggregate principal amount at Stated Maturity
equal to and in exchange for the unredeemed portion of the principal amount
at Stated Maturity of the Security so surrendered.

                                  ARTICLE 12.

                       Defeasance and Covenant Defeasance

Section 12.01. COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.

               The Company may elect, at its option at any time, to have
Section 12.02 or Section 12.03 applied to the Outstanding Securities (as a
whole and not in part) upon compliance with the conditions set forth below in
this Article. Any such election shall be evidenced by a Board Resolution.

Section 12.02. DEFEASANCE AND DISCHARGE.

               Upon the Company's exercise of its option to have this Section
applied to the Outstanding Securities (as a whole and not in part), the
Company shall be deemed to have been discharged from its obligations with
respect to such Securities as provided in this Section on and after the date
the conditions set forth in Section 12.04 are satisfied (hereinafter called
"Defeasance"), and thereafter such Securities shall not be subject to
redemption pursuant thereto. For this purpose, such Defeasance means that the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by such Securities and to have satisfied all its other
obligations under such Securities and this Indenture insofar as such
Securities are concerned (and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging the same), subject to the
following which shall survive until otherwise terminated or discharged
hereunder: (1) the rights of Holders of such Securities to receive, solely
from the trust fund described in Section 12.04 and as more fully set forth in
such Section, payments in respect of the principal of and any premium and
interest on such Securities when payments are due, (2) the Company's
obligations with respect to such Securities under Sections 3.04, 3.05, 3.08,
10.02 and 10.03, (3) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (4) this Article. Subject to compliance with this
Article, the Company may


                                       90

<PAGE>

exercise its option to have this Section applied to the Outstanding
Securities (as a whole and not in part) notwithstanding the prior exercise
of its option to have Section 12.03 applied to such Securities.

Section 12.03. COVENANT DEFEASANCE.

               Upon the Company's exercise of its option to have this Section
applied to the Outstanding Securities (as a whole and not in part), (1) the
Company shall be released from its obligations under Section 8.01 (iii),
Sections 10.05 through 10.16, inclusive, and 10.19 through 10.21,
inclusive and any covenant provided pursuant to Section 9.01(2) and (2) the
occurrence of any event specified in Section 5.01(4) (with respect to Section
8.01(iii)), Section 5.01(5) (with respect to any of Sections 10.05 through
10.16, inclusive and 10.19 through 10.21, inclusive, and any such
covenants provided pursuant to Section 9.01(2)), Section 5.01(6) or Section
5.01(7) shall be deemed not to be or result in an Event of Default, in each
case with respect to such Securities as provided in this Section on and after
the date the conditions set forth in Section 12.04 are satisfied (hereinafter
called "Covenant Defeasance"). For this purpose, such Covenant Defeasance
means that, with respect to such Securities, the Company may omit to comply
with and shall have no liability in respect of any term, condition or
limitation set forth in any such specified Section (to the extent so
specified in the case of Sections 5.01(4) and 5.01(5)), whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or
by reason of any reference in any such Section to any other provision herein
or in any other document, but the remainder of this Indenture and such
Securities shall be unaffected thereby.

Section 12.04. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

               The following shall be the conditions to the application of
Section 12.02 or Section 12.03 to the Outstanding Securities:

               (1)    The Company shall irrevocably have deposited or caused to
         be deposited with the Trustee (or another trustee which satisfies the
         requirements contemplated by Section 6.09 and agrees to comply with the
         provisions of this Article applicable to it) as trust funds in trust
         for the purpose of making the following payments, specifically pledged
         as security for, and dedicated solely to, the benefits of the Holders
         of such Securities, (A) money in an amount, or (B) U.S. Government
         Obligations which through the scheduled payment of principal and
         interest in respect thereof in accordance with their terms will
         provide, not later than one day before the due date of any payment,
         money in an amount, or (C) a combination thereof, in each case
         sufficient, in the opinion of a nationally recognized firm of
         independent public accountants expressed in a written certification
         thereof delivered to the Trustee, to pay and discharge, and which shall
         be applied by the Trustee (or any such other qualifying trustee) to pay
         and discharge, the principal of and any installment of interest on such
         Securities on the respective Stated Maturities thereof, in accordance
         with the terms of this Indenture and such Securities. As used herein,
         "U.S. Government Obligation" means (x) any security which is (i) a
         direct obligation of the United States of America for the payment of
         which the full faith and credit of the United States of America is
         pledged or (ii) an obligation of a Person


                                       91
<PAGE>

         controlled or supervised by and acting as an agency or instrumentality
         of the United States of America the payment of which is unconditionally
         guaranteed as a full faith and credit obligation by the United States
         of America, which, in either case (i) or (ii), is not callable or
         redeemable at the option of the issuer thereof, and (y) any depository
         receipt issued by a bank (as defined in Section 3(a)(2) of the
         Securities Act) as custodian with respect to any U.S. Government
         Obligation which is specified in Clause (x) above and held by such bank
         for the account of the holder of such depository receipt, or with
         respect to any specific payment of principal of or interest on any U.S.
         Government Obligation which is so specified and held, PROVIDED that
         (except as required by law) such custodian is not authorized to make
         any deduction from the amount payable to the holder of such depository
         receipt from any amount received by the custodian in respect of the
         U.S. Government Obligation or the specific payment of principal or
         interest evidenced by such depository receipt.

               (2)    In the event of an election to have Section 12.02 apply to
         the Outstanding Securities, the Company shall have delivered to the
         Trustee an Opinion of Counsel stating that (A) the Company has received
         from, or there has been published by, the Internal Revenue Service a
         ruling or (B) since the Closing Date there has been a change in the
         applicable Federal income tax law, in either case (A) or (B) to the
         effect that, and based thereon such opinion shall confirm that, the
         Holders of such Securities will not recognize gain or loss for Federal
         income tax purposes as a result of the deposit, Defeasance and
         discharge to be effected with respect to such Securities and will be
         subject to Federal income tax on the same amount, in the same manner
         and at the same times as would be the case if such deposit, Defeasance
         and discharge were not to occur.

               (3)    In the event of an election to have Section 12.03 apply to
         the Outstanding Securities, the Company shall have delivered to the
         Trustee an Opinion of Counsel to the effect that the Holders of such
         Securities will not recognize gain or loss for Federal income tax
         purposes as a result of the deposit and Covenant Defeasance to be
         effected with respect to such Securities and will be subject to Federal
         income tax on the same amount, in the same manner and at the same times
         as would be the case if such deposit and Covenant Defeasance were not
         to occur.

               (4)    No Default with respect to the Outstanding Securities
         shall have occurred and be continuing at the time of such deposit or,
         with regard to any such event specified in Sections 5.01(8) and (9), at
         any time on or prior to the 90th day after the date of such deposit (it
         being understood that this condition shall not be deemed satisfied
         until after such 90th day).

               (5)    Such Defeasance or Covenant Defeasance shall not cause the
         Trustee to have a conflicting interest within the meaning of the Trust
         Indenture Act (assuming all Securities are in default within the
         meaning of such Act).


                                       92
<PAGE>

               (6)    Such Defeasance or Covenant Defeasance shall not result in
         a breach or violation of, or constitute a default under, any other
         agreement or instrument to which the Company is a party or by which it
         is bound.

               (7)    Such Defeasance or Covenant Defeasance shall not result
         in the trust arising from such deposit constituting an investment
         company within the meaning of the Investment Company Act unless such
         trust shall be registered under such Act or exempt from registration
         thereunder.

               (8)    The Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent with respect to such Defeasance or Covenant
         Defeasance have been complied with.

Section 12.05. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN
               TRUST; MISCELLANEOUS PROVISIONS.

               Subject to the provisions of the last paragraph of Section
10.03, all money and U.S. Government Obligations (including the proceeds
thereof) deposited with the Trustee or other qualifying trustee (solely for
purposes of this Section and Section 12.06, the Trustee and any such other
trustee are referred to collectively as the "Trustee") pursuant to Section
12.04 in respect of the Outstanding Securities shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Securities
and this Indenture, to the payment, either directly or through any such
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of such Securities, of all sums due and
to become due thereon in respect of principal and any premium and interest,
but money so held in trust need not be segregated from other funds except to
the extent required by law.

               The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 12.04 or the principal and interest
received in respect thereof other than any such tax, fee or other charge
which by law is for the account of the Holders of Outstanding Securities.

               Anything in this Article to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in
Section 12.04 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would
then be required to be deposited to effect the Defeasance or Covenant
Defeasance, as the case may be, with respect to the Outstanding Securities.

Section 12.06. REINSTATEMENT.

               If the Trustee or the Paying Agent is unable to apply any
money in accordance with this Article with respect to any Securities by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
obligations under this Indenture and such Securities from which the Company
has been


                                       93
<PAGE>

discharged or released pursuant to Section 12.02 or 12.03 shall be revived
and reinstated as though no deposit had occurred pursuant to this Article
with respect to such Securities, until such time as the Trustee or Paying
Agent is permitted to apply all money held in trust pursuant to Section 12.05
with respect to such Securities in accordance with this Article; PROVIDED,
HOWEVER, that if the Company makes any payment of principal of or any premium
or interest on any such Security following such reinstatement of its
obligations, the Company shall be subrogated to the rights (if any) of the
Holders of such Securities to receive such payment from the money so held in
trust.



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


                  This instrument may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.


                                       94
<PAGE>

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


                                       NEXTEL PARTNERS, INC.

                                       By:  /s/  John D. Thompson
                                          -------------------------------------
                                       Title:   Vice President
                                             ----------------------------------
                                       THE BANK OF NEW YORK, Trustee

                                       By:  /s/
                                          -------------------------------------
                                       Title:
                                             ----------------------------------

<PAGE>

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


                                       NEXTEL PARTNERS, INC.

                                       By:
                                          -------------------------------------

                                       Title:
                                             ----------------------------------

                                       THE BANK OF NEW YORK, Trustee

                                       By: /s/ Michele L. Russo
                                          -------------------------------------

                                       Title: Assistant Treasurer
                                             ----------------------------------


<PAGE>

                                                                       EXHIBIT A

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

                                                           ______________,______

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

Nextel Partners, Inc.
4500 Carillon Point
Kirkland, Washington 98033

         Re:      Nextel Partners, Inc. (the "Company")
                  11% Senior Notes Due 2010 (the "Notes")
                  ---------------------------------------

Dear Sirs:

                  This letter relates to U.S. $_______________ principal amount
of Notes represented by a Note (the "Legended Note" which bears a legend
outlining restrictions upon transfer of such Legended Note. Pursuant to Section
2.05 of the Indenture dated as of March 10, 2000 (the "Indenture") relating to
the Notes, we hereby certify that we are (or we will hold such securities on
behalf of) a person outside the United States to whom the Notes could be
transferred in accordance with Rule 904 of Regulation S promulgated under the
U.S. Securities Act of 1933, as amended. Accordingly, you are hereby requested
to exchange the legended certificate for an unlegended certificate representing
an identical principal amount of Notes, all in the manner provided for in the
Indenture.

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

                                        Very truly yours,

                                        [Name of Holder]


                                        By:_____________________________________
                                               Authorized Signature


                                      A-1
<PAGE>

                                                                       EXHIBIT B

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

                                                           ______________,______

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

Nextel Partners, Inc.
4500 Carillon Point
Kirkland, Washington 98033

         Re:      Nextel Partners, Inc. (the "Company")
                  11% Senior Notes due 2010 (the "Notes")
                  ---------------------------------------

Dear Sirs:

                  In connection with our proposed purchase of U.S. $_______
aggregate principal amount at stated maturity of the Notes, we confirm that:

                  1. We understand that any subsequent transfer of the Notes is
subject to certain restrictions and conditions set forth in the Indenture dated
as of March 10, 2000 (the "Indenture"), relating to the Notes, and we agree to
be bound by, and not to resell, pledge or otherwise transfer the Notes except in
compliance with, such restrictions and conditions and the Securities Act of
1933, as amended (the "Securities Act").

                  2. We understand that the offer and sale of the Notes have
not been registered under the Securities Act, and that the Notes may not be
offered or sold except as permitted in the following sentence. We agree, on
our own behalf and on behalf of any accounts for which we are acting as
hereinafter stated, that if we should offer or sell any Notes, we will do so
only (A) to the Company or any subsidiary thereof, (B) in accordance with
Rule 144A under the Securities Act to a "qualified institutional buyer" (as
defined therein), (C) to an institutional "accredited investor" (as defined
below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter, (D) pursuant to the exemption from
registration provided by Rule 144 under the Securities Act, (E) pursuant to
an effective registration statement under the Securities Act, or (F) outside
the United States in accordance with Rule 904 of Regulation S under the
Securities Act, and we further agree to provide to any person purchasing any
of the Notes from us a notice advising such purchaser that resales of the
Notes are restricted as stated herein.

                                      A-2
<PAGE>

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

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

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

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

                                        Very truly yours,

                                        [Name of Transferee]

                                              By:
                                              ----------------------------------

                                                            Authorized Signature
                                                         -----------------------


                                      A-3
<PAGE>

                                                                       EXHIBIT C

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

                                                           ______________,______

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

Nextel Partners, Inc.
4500 Carillon Point
Kirkland, Washington 98033

         Re:      Nextel Partners, Inc. (the "Company")
                  11% Senior Notes due 2010 (the "Notes")
                  ---------------------------------------

Dear Sirs:

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


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

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

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

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

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


                                      A-4
<PAGE>

                                        Very truly yours,

                                        [Name of Transferor]

                                        By:_____________________________________
                                               Authorized Signature


                                      A-5