<PAGE>
================================================================================


                                AIRGATE PCS, INC.

                                    as ISSUER

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

                             SUBORDINATED INDENTURE

                     Dated as of ___________________________


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




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


                                [NAME OF TRUSTEE]

                                   as TRUSTEE

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


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




<PAGE>

                                TABLE OF CONTENTS

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ARTICLE 1  DEFINITIONS AND INCORPORATION BY REFERENCE ........................   1

Section 1.01.     Definitions ................................................   1
Section 1.02.     Incorporation by Reference of Trust Indenture Act ..........   7
Section 1.03.     Rules of Construction ......................................   8

ARTICLE 2  THE NOTES .........................................................   8

Section 2.01.     Issuable In Series .........................................   8
Section 2.02.     Execution and Authentication ...............................   9
Section 2.03.     Registrar and Paying Agent .................................   9
Section 2.04.     Paying Agent to Hold Money in Trust ........................   9
Section 2.05.     Holder Lists ...............................................   9
Section 2.06.     Transfer and Exchange ......................................  10
Section 2.07.     Replacement Notes ..........................................  10
Section 2.08.     Treasury Notes .............................................  12
Section 2.09.     Temporary Notes ............................................  13
Section 2.10.     Cancellation ...............................................  13
Section 2.11.     Defaulted Interest .........................................  13

ARTICLE 3  REDEMPTION AND PREPAYMENT .........................................  13

Section 3.01.     Notices to Trustee .........................................  13
Section 3.02.     Selection of Notes to Be Redeemed ..........................  14
Section 3.03.     Notice of Redemption .......................................  14
Section 3.04.     Effect of Notice of Redemption .............................  15
Section 3.05.     Deposit of Redemption Price ................................  15
Section 3.06.     Notes Redeemed in Part .....................................  15

ARTICLE 4  COVENANTS .........................................................  15

Section 4.01.     Payment of Notes ...........................................  15
Section 4.02.     Maintenance of Office or Agency ............................  16
Section 4.03.     Commission Reports and Reports to Holders ..................  16
Section 4.04.     Compliance Certificate .....................................  16
Section 4.05.     Taxes ......................................................  17
Section 4.06.     Stay, Extension and Usury Laws .............................  17
Section 4.07.     Corporate Existence ........................................  17

ARTICLE 5  SUCCESSORS ........................................................  17

Section 5.01.     Merger, Consolidation, or Sale of Assets ...................  17
Section 5.02.     Successor Corporation Substituted ..........................  18
ARTICLE 6 DEFAULTS AND REMEDIES ..............................................  18
Section 6.01.     Events of Default ..........................................  18
Section 6.02.     Acceleration ...............................................  19
Section 6.03.     Other Remedies .............................................  20
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                                       i

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Section 6.04.   Waiver of Past Defaults ......................................   20
Section 6.05.   Control by Majority ..........................................   20
Section 6.06.   Limitation on Suits ..........................................   20
Section 6.07.   Rights of Holders of Notes to Receive Payment ................   21
Section 6.08.   Collection Suit by Trustee ...................................   21
Section 6.09.   Trustee May File Proofs of Claim .............................   21
Section 6.10.   Priorities ...................................................   22
Section 6.11.   Undertaking for Costs ........................................   22

ARTICLE 7  TRUSTEE ...........................................................   22

Section 7.01.   Duties of Trustee ............................................   22
Section 7.02.   Rights of Trustee ............................................   23
Section 7.03.   Individual Rights of Trustee .................................   24
Section 7.04.   Trustee's Disclaimer .........................................   24
Section 7.05.   Notice of Defaults ...........................................   24
Section 7.06.   Reports by Trustee to Holders of the Notes ...................   25
Section 7.07.   Compensation and Indemnity ...................................   25
Section 7.08.   Replacement of Trustee .......................................   25
Section 7.09.   Successor Trustee by Merger, etc. ............................   26
Section 7.10.   Eligibility; Disqualification ................................   26
Section 7.11.   Preferential Collection of Claims Against Company ............   27

ARTICLE 8  LEGAL DEFEASANCE AND COVENANT DEFEASANCE ..........................   27

Section 8.01.   Option to Effect Legal Defeasance or Covenant Defeasance .....   27
Section 8.02.   Legal Defeasance and Discharge ...............................   27
Section 8.03.   Covenant Defeasance ..........................................   28
Section 8.04.   Conditions to Legal or Covenant Defeasance ...................   28
Section 8.05.   Deposited Money and Government Securities to be Held in
                Trust; Other Miscellaneous Provisions ........................   29
Section 8.06.   Repayment to Company .........................................   30
Section 8.07.   Reinstatement ................................................   30

ARTICLE 9  AMENDMENT, SUPPLEMENT AND WAIVER ..................................   30

Section 9.01.   Without Consent of Holders of Notes ..........................   30
Section 9.02.   With Consent of Holders of Notes .............................   31
Section 9.03.   Compliance with Trust Indenture Act ..........................   32
Section 9.04.   Revocation and Effect of Consents ............................   32
Section 9.05.   Notation on or Exchange of Notes .............................   33
Section 9.06.   Trustee to Sign Amendments, etc. .............................   33

ARTICLE 10 SUBORDINATION .....................................................   33

Section 10.01.  Agreement to Subordinate .....................................   33
Section 10.02.  Liquidation; Dissolution; Bankruptcy .........................   33
Section 10.03.  Default on Designated Senior Indebtedness ....................   34
Section 10.04.  Acceleration of Notes ........................................   34
Section 10.05.  When Distribution Must Be Paid Over ..........................   35
Section 10.06.  Notice by Company ............................................   35
Section 10.07.  Subrogation ..................................................   35
Section 10.08.  Relative Rights ..............................................   36
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                                       ii

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Section 10.09.   Subordination May Not Be Impaired by Company ...............    36
Section 10.10.   Distribution or Notice to Representative ...................    36
Section 10.11.   Rights of Trustee and Paying Agent .........................    36
Section 10.12.   Authorization to Effect Subordination ......................    37
Section 10.13.   Amendments .................................................    37

ARTICLE 11 SUBSIDIARY GUARANTEES ............................................    37

Section 11.01.   Subsidiary Guarantee .......................................    37
Section 11.02.   Subordination of Subsidiary Guarantee ......................    38
Section 11.03.   Limitation on Subsidiary Guarantor Liability ...............    38

ARTICLE 12 MISCELLANEOUS ....................................................    39

Section 12.01.   Trust Indenture Act Controls ...............................    39
Section 12.02.   Notices ....................................................    39
Section 12.03.   Communication by Holders of Notes with Other Holders of
                 Notes ......................................................    40
Section 12.04.   Certificate and Opinion as to Conditions Precedent .........    40
Section 12.05.   Statements Required in Certificate or Opinion ..............    40
Section 12.06.   Rules by Trustee and Agents ................................    41
Section 12.07.   No Personal Liability of Directors, Officers, Employees
                 and Stockholders ...........................................    41
Section 12.08.   Governing Law ..............................................    41
Section 12.09.   No Adverse Interpretation of Other Agreements ..............    41
Section 12.10.   Successors .................................................    41
Section 12.11.   Severability ...............................................    41
Section 12.12.   Counterpart Originals ......................................    42
Section 12.13.   Table of Contents, Headings, etc. ..........................    42
</TABLE>


                                       iii

<PAGE>

     SUBORDINATED INDENTURE dated as of _______________ among AirGate PCS, Inc.,
a Delaware corporation (the "Company"), the Subsidiary Guarantors listed on the
signature page hereto and [Name of Trustee], as trustee (the "Trustee").

     The Company and the Trustee agree as follows for the benefit of each other
and for the equal and ratable benefit of the Holders of the [Title of
Subordinated Debt Securities] (the "Notes"):

                                    ARTICLE 1
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

SECTION 1.01. DEFINITIONS.

     "Accreted Value" of any outstanding Note as of or to any date of
determination means an amount equal to the sum of (1) the issue price of such
Note as determined in accordance with Section 1273 of the Internal Revenue Code
of 1986, as amended (the "IRC") plus (2) the aggregate of the portions of the
original issue discount, i.e., the excess of the amounts considered as part of
the "stated redemption price at maturity" of such Note within the meaning of
Section 1273(a)(2) of the IRC or any successor provisions, whether denominated
as principal or interest, over the issue price of such Note, that shall
theretofore have accrued pursuant to Section 1272 of the IRC, without regard to
Section 1272(a)(7) of the IRC, from the date of issue of such Note (a) for each
six-month or shorter period ending April 1 or October 1 prior to the date of
determination and (b) for the shorter period, if any, from the end of the
immediately preceding six-month or shorter period, as the case may be, to the
date of determination plus (3) accrued and unpaid interest to the date such
Accreted Value is paid (without duplication of any amount set forth in (2)
above), minus all amounts theretofore paid in respect of such Note, which
amounts are considered as part of the "stated redemption price at maturity" of
such Note within the meaning of Section 1273(a)(2) of the IRC or any successor
provisions whether such amounts paid were denominated principal or interest.

     "Additional Notes" means additional Notes issued under this Indenture in
accordance with Article 2 hereof, as part of the same Series as a Series of
Outstanding Notes.

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

     "Agent" means any Registrar, Paying Agent or co-registrar.

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

     "Authentication Order" means the order of an officer of the Company as
described in Section 2.02 hereof.

<PAGE>

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

     "Board of Directors" means the Board of Directors of the Company, or any
authorized committee of the Board of Directors.

     "Business Day" means any day other than a Legal Holiday. "Legal Holiday"
means a Saturday, a Sunday or a day on which banking institutions in the City of
New York or at a place of payment are authorized by law, regulation or executive
order to remain closed. If a payment date is a Legal Holiday at a place of
payment, payment may be made at that place on the next succeeding day that is
not a Legal Holiday, and no interest shall accrue on such payment for the
intervening period.

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

     "Company" means AirGate PCS, Inc., a Delaware corporation, and its
successors and assigns as permitted pursuant to the terms of this Indenture.

     "Corporate Trust Office of the Trustee" means the address of the Trustee
specified in Section 12.02 hereof or such other address as to which the Trustee
may give notice to the Company.

     "Covenant Defeasance" has the meaning set forth in Section 8.03 hereof.

     "Credit Facility" means the Credit Agreement dated the date of the
Indenture, among the Company, the Subsidiary Guarantors, and [_________], as
administrative agent bank and the lenders referred to therein, together with any
agreements, instruments and documents executed or delivered pursuant to or in
connection with such Credit Facility (including, without limitation, any
Guarantees and security documents), in each case as such Credit Facility or such
agreements, instruments or documents may be amended, supplemented, extended,
renewed, refinanced or otherwise modified from time to time.

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

     "Custodian" means the Trustee, as custodian with respect to Global Notes or
any successor appointed to serve as Custodian for such Global Notes.

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

     "Definitive Note" means a certificated Note required to be registered in
fully registered form and issued in accordance with Article 2 hereof.

     "Depositary" means, with respect to Global Notes, the Person appointed as
the Depositary with respect to such Global Notes, and its successors and assigns
as permitted pursuant to the terms of this Indenture.

     "Designated Senior Indebtedness" means (i) any Indebtedness outstanding
under the Credit Facility (except that any Indebtedness which represents a
partial refinancing of Indebtedness theretofore outstanding pursuant to the
Credit Facility, rather than a complete refinancing thereof, shall only
constitute Designated Senior Indebtedness if such partial refinancing meets the
requirements of clause (ii) below) and

                                       2

<PAGE>

(ii) any other Senior Indebtedness that, at the date of determination, has an
aggregate principal amount outstanding of at least $__ million and that had been
specifically designated by the Company as "Designated Senior Indebtedness."

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

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

     "Fair Market Value" means the price that would be paid in an arm's-length
transaction between an informed and willing seller under no compulsion to sell
and an informed and willing buyer under no compulsion to buy, as determined in
good faith by the Board of Directors, whose determination shall be conclusive if
evidenced by a resolution of the Board of Directors.

     "GAAP" means generally accepted accounting principles in the United States
of America as in effect from time to time, including, without limitation, those
set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant segment of the
accounting profession. All ratios and computations contained or referred to in
the Indenture shall be computed in conformity with GAAP applied on a consistent
basis.

     "Global Notes" means, individually and collectively, the Global Notes
issued in accordance with Article 2 hereof.

     "Global Note Legend" means the legend set forth in Section 2.06(f), which
is required to be placed on all Global Notes issued under this Indenture.

     "Government Securities" means direct obligations of the United States of
America, the payment for which the United States pledges its full faith and
credit and obligations unconditionally guaranteed by the United States of
America.

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

     "Holder" means a Person in whose name a Note is registered.

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

                                        3

<PAGE>

thereto, but excluding obligations with respect to letters of credit (including
trade letters of credit) securing obligations (other than obligations described
in this definition) entered into in the ordinary course of business of such
Person to the extent such letters of credit are not drawn upon or, if drawn
upon, to the extent such drawing is reimbursed no later than the third Business
Day following receipt by such Persons of a demand for reimbursement following
payment on the letter of credit); (iv) all capitalized lease obligations; (v)
all Indebtedness of other Persons secured by a Lien on any asset of such Person,
whether or not such Indebtedness is assumed by such Person; provided that the
amount of such Indebtedness shall be the lesser of (A) the Fair Market Value of
such asset at such date of determination and (B) the amount of such
Indebtedness; (vi) 20% of Indebtedness of other Persons Guaranteed by such
Person, provided if there has been a default under the Indebtedness Guaranteed
or a payment has been made with respect to the Indebtedness Guaranteed by the
Company or a Subsidiary Guarantor, Indebtedness shall include 100% of the
Indebtedness Guaranteed; and (vii) to the extent not otherwise included in this
definition, obligations under Currency Agreements and Interest Rate Agreements.
The amount of Indebtedness of any Person at any date shall be the outstanding
balance at such date of all unconditional obligations as described above,
provided (A) that the amount outstanding at any time of any Indebtedness issued
with original issue discount is the face amount of such Indebtedness less the
remaining unamortized portion of the original issue discount of such
Indebtedness at such time as determined in conformity with GAAP, (B) that money
borrowed and set aside in order to prefund the payment of the interest on such
Indebtedness shall not be deemed to be "Indebtedness" so long as such money is
held to secure the payment of such interest or invested in Government
Obligations maturing at times and in amounts sufficient to pay such interest and
(C) that Indebtedness shall not include any liability for federal, state, local
or other taxes.

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

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

     "Interest Payment Date" means the date for payment of interest on any
series of Notes.

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

     "Legal Defeasance" has the meaning set forth in Section 8.02 hereof.

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

     "Notes" means the Notes of a particular Series and the Additional Notes of
that Series, which shall be treated as a single class for all purposes under
this Indenture.

     "Note Payment Date" means with respect to any Note, an Interest Payment
Date, Principal Payment Date and any other date on which the principal of,
premium, if any, and interest on such Note is to be paid to the Holder thereof,
whether upon redemption, at maturity or upon acceleration of maturity.

     "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

                                        4

<PAGE>

     "Officer" means, with respect to any Person, the Chairman of the Board, the
Chief Executive Officer, the President, the Chief Operating Officer, the Chief
Financial Officer, the Treasurer, the Secretary or any Vice-President of such
Person.

     "Officers' Certificate" means a certificate signed on behalf of the Company
by two Officers of the Company, one of whom must be the principal executive
officer, the principal financial officer, the treasurer or the principal
accounting officer of the Company, that meets the requirements of Section 12.05
hereof.

     "Opinion of Counsel" means an opinion from legal counsel who is reasonably
acceptable to the Trustee, that meets the requirements of Section 12.05 hereof.
The counsel may be an employee of or counsel to the Company, any Subsidiary of
the Company or the Trustee.

     "Outstanding" or "Notes Outstanding" or "Outstanding Notes" means, as of
any given date, all Notes which have been authenticated and delivered by the
Trustee under this Indenture, except:

          (a) Notes cancelled at or prior to such date or delivered to or
     acquired by the Trustee or Paying Agent on or prior to such date for
     cancellation;

          (b) Notes deemed to be paid in accordance with Section 4.01 of this
     Indenture or Notes for which the Trustee or a Paying Agent (other than the
     Company) holds in trust or the Company (if it acts as its own Paying Agent)
     sets aside and segregates in trust for the Holders of such Notes on the
     Stated Maturity an amount sufficient to pay the principal of such Notes at
     Stated Maturity and accrued interest, if any; and

          (c) Notes in lieu of which other Notes have been authenticated under
     Section 2.07 or 2.09 hereof; provided, however, that in determining whether
     the Holders of the requisite principal amount of the Outstanding Notes have
     given, made or taken any request, demand, authorization, direction, notice,
     consent, waiver or other action hereunder, or whether sufficient funds are
     available for redemption or for any other purpose, and for the purpose of
     making the calculations required by Section 313 of the TIA, (i) the
     principal amount of an original issue discount Note that shall be deemed to
     be Outstanding shall be the amount of the principal thereof that would be
     due and payable as of the date of such determination upon acceleration of
     the Stated Maturity thereof pursuant to this Indenture and (ii) except for
     the purpose of making the calculations required by Section 313 of the TIA,
     Notes owned by the Company or any other obligor upon the Notes or any
     Affiliate of the Company or of such other obligor shall be disregarded and
     deemed not to be Outstanding, except that, in determining whether the
     Trustee shall be protected in relying upon any such request, demand,
     authorization, direction, notice, consent, waiver or other action, only
     Notes which a Responsible Officer of the Trustee actually knows to be so
     owned shall be so disregarded. Notes so owned which have been pledged in
     good faith may be regarded as Outstanding if the pledgee establishes to the
     satisfaction of the Trustee the pledgee's right so to act with respect to
     such Notes and that the pledgee is not the Company or any other obligor
     upon the Notes or any Affiliate of the Company or of such other obligor.

                                        5

<PAGE>

          If at any time any Note Outstanding has a face amount that differs
     from the Accreted Value, then for purposes of determining the principal
     amount of then Outstanding Notes, the Accreted Value shall be used.

     "Participant" means, with respect to the Depositary, a Person who has an
account with the Depositary.

     "Paying Agent" means the Company or any other Person appointed by the
Company to pay principal of, and any premium, if any, or interest on, any series
of Notes.

     "Payment Blockage Notice" has the meaning set forth in Section 10.03
hereof.

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

     "Principal Payment Date" means, with respect to any Note, the Stated
Maturity thereof and any date for redemption of such Note pursuant to Article 3
hereof.

     "Registrar" means the Company or any other Person appointed to serve as
Registrar with respect to a series of Notes.

     "Representative" means the indenture trustee or other trustee, agent or
representative for any Senior Indebtedness.

     "Responsible Officer," when used with respect to the Trustee, means any
corporate trust officer or assistant corporate trust officer or any other
officer within the Trustee's corporate trust department customarily performing
functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.

     "SEC" means the Securities and Exchange Commission.

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

     "Senior Indebtedness" means the following obligations of the Company or a
Subsidiary Guarantor, whether outstanding on the Closing Date or thereafter
Incurred: (i) all Indebtedness and all other monetary obligations (including,
without limitation, expenses, fees, principal, interest reimbursement
obligations under letters of credit and indemnities payable in connection
therewith) of the Company or a Subsidiary Guarantor under (or in respect of) the
Credit Facility or any Interest Rate Agreement or Currency Agreement relating to
the Indebtedness under the Credit Facility and (ii) all other Indebtedness and
all other monetary obligations of the Company or a Subsidiary Guarantor (other
than the Notes), including principal and interest on such Indebtedness, unless
such Indebtedness, by its terms or by the terms of any agreement or instrument
pursuant to which such Indebtedness is issued, is on a parity with, or
subordinated in right of payment to, the Notes or any Subsidiary Guarantee.

     "Senior Subordinated Obligations" means any principal of, premium, if any,
or interest on, or the redemption or the acquisition of, the Notes payable
pursuant to the terms of the Notes or the Subsidiary Guarantees or upon
acceleration, including any amounts received upon the exercise of rights of
rescission or

                                       6

<PAGE>

other rights of action (including claims for damages) or otherwise, to the
extent relating to the redemption or purchase price of the Notes and the
Subsidiary Guarantees or amounts corresponding to such principal, premium, if
any, or interest on the Notes.

     "Series" means a particular series of Notes issued pursuant to this
Indenture that have substantially identical terms, except as to denomination and
except as may otherwise be provided in or pursuant to resolutions of the
Company's board of directors or in any supplemental Indenture hereto.

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

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

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

     "Subsidiary Guarantee" means any Guarantee by each Subsidiary Guarantor of
the Company's payment obligations under this Indenture and on the Notes,
executed pursuant to the provisions of this Indenture.

     "Subsidiary Guarantors" means any Subsidiary of the Company that guarantees
the Company's obligations with respect to the Notes or this Indenture.

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

     "Trustee" means [NAME OF TRUSTEE] and its successors and assigns as
permitted pursuant to the terms of this Indenture named as such above until a
successor replaces it in accordance with the applicable provisions of this
Indenture and thereafter means the successor serving hereunder.

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

SECTION 1.02. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

     Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.

     The following TIA terms used in this Indenture have the following meanings:

     "indenture securities" means the Notes;

     "indenture security Holder" means a Holder of a Note;


                                        7

<PAGE>

     "indenture to be qualified" means this Indenture;

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

     "obligor" on the Notes and the Subsidiary Guarantees means the Company and
the Subsidiary Guarantors, respectively, and any successor obligor upon the
Notes and the Subsidiary Guarantees, respectively.

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

SECTION 1.03. RULES OF CONSTRUCTION.

     Unless the context otherwise requires:

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

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

     (c) "or" is not exclusive;

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

     (e) provisions apply to successive events and transactions;

     (f) references to "he," "his" or "it", if necessary, shall refer to either
the female or male genders; and

     (g) references to sections of or rules under the Securities Act shall be
deemed to include substitute, replacement of successor sections or rules adopted
by the SEC from time to time.

                                    ARTICLE 2
                                    THE NOTES

SECTION 2.01. ISSUABLE IN SERIES.

     The aggregate principal amount of Notes that may be issued under this
Indenture is unlimited. The Notes shall rank equally and pari passu and may be
issued in one or more Series. All Notes shall be identical except as may be set
forth in a resolution of the Board of Directors of the Company, a supplemental
indenture of an Officers' Certificate detailing the adoption of the terms
thereof pursuant to the authority granted under a Board Resolution. In the case
of Notes to be issued from time to time in one or more Series, the Board
Resolution, Officers' Certificate or supplemental indenture may provide for the
method by which specified terms (such as interest rate, maturity date, record
date or date from which interest shall accrue) are to be determined.

     Each Global Note shall represent such of the outstanding Notes as shall be
specified therein and each shall provide that it shall represent the aggregate
principal amount of outstanding Notes from time

                                      8

<PAGE>

to time endorsed thereon and that the aggregate principal amount of outstanding
Notes represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global
Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby shall be made by the
Custodian in accordance with instructions given by the Holder thereof as
required by Section 2.06 hereof.

SECTION 2.02. EXECUTION AND AUTHENTICATION.

     The Notes shall be executed on behalf of the Company by manual or facsimile
signature of an Officer, and attested to by the manual or facsimile signature of
the Company's secretary or assistant secretary. The Company's seal shall be
reproduced on the Notes and may be in facsimile form. If an Officer whose
signature is on a Note no longer holds that office at the time a Note is
authenticated, the Note shall nevertheless be valid and sufficient for all
purposes. A Note shall not be valid until authenticated by the manual signature
of the Trustee. The signature shall be conclusive evidence that the Note has
been authenticated and delivered under this Indenture. The Trustee shall, upon a
written order of the Company signed by an Officer (an "Authentication Order"),
authenticate Notes for original issue. The Trustee may appoint an authenticating
agent acceptable to the Company to authenticate Notes. An authenticating agent
may authenticate Notes whenever the Trustee may do so. Each reference in this
Indenture to authentication by the Trustee includes authentication by such
agent. An authenticating agent has the same rights as an Agent to deal with
Holders or an Affiliate of the Company.

SECTION 2.03. REGISTRAR AND PAYING AGENT.

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

     The Company initially appoints The Depository Trust Company ("DTC") to act
as Depositary with respect to Global Notes issued in accordance with this
Article 2.

     The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Custodian with respect to Global Notes issued in
accordance with this Article 2.

SECTION 2.04. PAYING AGENT TO HOLD MONEY IN TRUST.

     The Company shall require each Paying Agent other than the Trustee to agree
in writing to hold in trust for the benefit of Holders all money held by the
Paying Agent for the payment of principal, premium, if any, or interest on the
Notes, and to notify the Trustee of any default by the Company in making any
such payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary) shall have no further liability for the money. If the Company or a
Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of the Holders all

                                       9

<PAGE>

money held by it as Paying Agent. Upon any bankruptcy or reorganization
proceedings relating to the Company, the Trustee shall serve as Paying Agent for
the Notes.

SECTION 2.05. HOLDER LISTS.

     The Registrar shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA ss. 312(a). If the Trustee is
not the Registrar, the Company shall furnish (or cause to be furnished) to the
Trustee at least seven Business Days before each Note Payment Date and at such
other times as the Trustee may request in writing, a list in such form and as of
such date as the Trustee may reasonably require of the names and addresses of
the Holders of Notes and the Company shall otherwise comply with TIA ss. 312(a).

SECTION 2.06. TRANSFER AND EXCHANGE.

     (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if (i) the Company delivers to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 120 days after the date of such notice from the Depositary or
(ii) the Company in its sole discretion determines that the Global Notes (in
whole but not in part) should be exchanged for Definitive Notes and delivers a
written notice to such effect to the Trustee. Upon the occurrence of either of
the preceding events in (i) or (ii) above, Definitive Notes shall be issued in
such names as the Depositary shall instruct the Trustee. Global Notes also may
be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and
2.09 hereof. Every Note authenticated and delivered in exchange for, or in lieu
of, a Global Note or any portion thereof, pursuant to this Section 2.06 or
Section 2.07 or 2.09 hereof, shall be authenticated and delivered in the form
of, and shall be, a Global Note. A Global Note may not be exchanged for another
Note other than as provided in this Section 2.06(a), however, beneficial
interests in a Global Note may be transferred and exchanged as provided in
Section 2.06(b), (c) or (f) hereof.

     (b) Transfer and Exchange of Beneficial Interests in the Global Notes. So
long as there are Outstanding any Global Notes, individual purchases of
beneficial interests in the Global Notes may be made only in book entry form and
purchasers of such beneficial interests shall not receive physical delivery of
Notes. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of
this Indenture and the Applicable Procedures.

     (c) Transfer of Beneficial Interests in Global Notes to Definitive Notes.
Except as set forth above in Section 2.06(a) with respect to the exchange of
Global Notes for Definitive Notes, no Holder of a beneficial interest in a
Global Note may exchange such beneficial interest for a Definitive Note or
transfer such beneficial interest to a Person who takes delivery thereof in the
form of a Definitive Note.

     (d) Transfer and Exchange of Definitive Notes for Beneficial Interests. A
Holder of a Definitive Note may not exchange such Note for a beneficial interest
in a Global Note or transfer such

                                       10

<PAGE>

Definitive Notes to a Person who takes delivery thereof in the form of a
beneficial interest in a Global Note at any time.

     (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon
request by a Holder of Definitive Notes and such Holder's compliance with the
provisions of this Section 2.06(e), the Registrar shall register the transfer or
exchange of Definitive Notes. Prior to registration of transfer or exchange, the
requesting Holder shall present or surrender to the Registrar the Definitive
Notes duly endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Registrar duly executed by such Holder or by its attorney,
duly authorized in writing, and with guarantee of signature. Upon satisfaction
of such conditions for transfer, the Registrar shall enter the name or names and
address of the transferee upon the registration books and shall deliver a new
fully authenticated and registered Note, in the name or names of the transferee,
of the same series, interest rate and principal amount as the Note transferred.
In addition, upon surrender of Notes to the Registrar, duly endorsed in blank,
the Registrar may, at the request of the Holder of such Note, exchange such Note
for a Note or Notes in an equal aggregate principal amount and of the same
series, form and tenor as the Note being exchanged.

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

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.06(g) OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED
TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF AIRGATE PCS, INC."

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

     (h) General Provisions Relating to Transfers and Exchanges.

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

                                       11

<PAGE>

          (ii) No service charge shall be made to a holder of a beneficial
     interest in a Global Note or to a Holder of a Definitive Note for any
     registration of transfer or exchange, but the Company may require payment
     of a sum sufficient to cover any transfer tax or similar governmental
     charge payable in connection therewith (other than any such transfer taxes
     or similar governmental charge payable upon exchange or transfer pursuant
     to Sections 2.09, 3.06, and 9.05 hereof).

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

          (iv) The Company and the Registrar shall not be required (A) to issue,
     to register the transfer of or to exchange any Notes during a period
     beginning at the opening of business 15 days before the day of any
     selection of Notes for redemption under Section 3.02 hereof and ending at
     the close of business on the day of selection, (B) to register the transfer
     of or to exchange any Note so selected for redemption in whole or in part,
     except the unredeemed portion of any Note being redeemed in part or (C) to
     register the transfer of or to exchange a Note between a record date and
     the next succeeding Interest Payment Date.

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

SECTION 2.07. REPLACEMENT NOTES.

     If any mutilated Note is surrendered to the Registrar and the Registrar
receives evidence to its satisfaction of the destruction, loss or theft of any
Note, the Company shall issue and the Trustee, upon receipt of an Authentication
Order, shall authenticate a replacement Note. If required by the Trustee, the
Company or the Registrar, an indemnity bond must be supplied by the Holder that
is sufficient in the judgment of the Trustee, the Company and the Registrar to
protect the Company, the Trustee, the Registrar, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge all expenses of the Company, the Registrar, or
any Agent in replacing a Note. In the event the Note to be replaced has matured
or been called for redemption, instead of issuing a replacement Note, the
Company may pay the same when due without issuing a replacement Note.

     Every replacement Note is an additional obligation of the Company and shall
be entitled to all of the benefits of this Indenture equally and proportionately
with all other Outstanding Notes duly issued hereunder.

SECTION 2.08. TREASURY NOTES.

     In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, amendment, supplement, waiver or consent,
Notes owned by the Company, or by any Affiliate of the Company, shall not be
considered as Outstanding, except that for the purposes of determining whether
the Trustee shall be protected in relying on any such direction, amendment,
supplement, waiver or consent, only Notes that the Trustee knows are so owned
shall be so disregarded.

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<PAGE>

SECTION 2.09. TEMPORARY NOTES.

     Until certificates representing Notes are ready for delivery, the Company
may prepare and the Trustee, upon receipt of an Authentication Order, shall
authenticate and deliver temporary Notes. Temporary Notes shall be in
substantially the form of certificated Notes but may have variations that the
Company considers appropriate for temporary Notes and as shall be reasonably
acceptable to the Trustee. Without unreasonable delay, the Company shall prepare
and the Trustee shall authenticate definitive Notes in exchange for temporary
Notes.

     Holders of temporary Notes shall be entitled to all of the benefits of this
Indenture.

SECTION 2.10. CANCELLATION.

     The Company at any time may deliver Notes to the Trustee for cancellation.
The Registrar and Paying Agent shall forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall destroy
canceled Notes (subject to the record retention requirement of the Exchange
Act). Certification of the destruction of all canceled Notes shall be delivered
to the Company. Subject to Section 2.07, the Company may not issue new Notes to
replace Notes that it has paid or that have been delivered to the Trustee for
cancellation.

SECTION 2.11. DEFAULTED INTEREST.

     If the Company defaults in a payment of interest on the Notes, it shall pay
the defaulted interest in any lawful manner plus, to the extent lawful, interest
payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company shall notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date
of the proposed payment. The Company shall fix or cause to be fixed each such
special record date and payment date, provided that no such special record date
shall be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the name and at the expense
of the Company) shall mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.

                                    ARTICLE 3
                            REDEMPTION AND PREPAYMENT

SECTION 3.01. NOTICES TO TRUSTEE.

     In addition to Section 3.07 hereof, the Company may, with respect to any
Note, reserve the right to redeem and pay the Notes or may covenant to redeem
and pay the Note or any part thereof prior to the Stated Maturity thereof at
such time and on such terms as provided for in such Note. If a Series of Notes
is redeemable and the Company has the right to redeem all or a part of such Note
prior to the Stated Maturity thereof, it shall notify the Trustee of the
redemption date and the principal amount of Notes to be redeemed. The Company
shall give the notice at least 45 days before the redemption date (or such
shorter notice as may be acceptable to the Trustee).

                                       13

<PAGE>

SECTION 3.02. SELECTION OF NOTES TO BE REDEEMED.

     If less than all of the Notes of a Series are to be redeemed at any time,
the Trustee shall select the Notes of such Series to be redeemed among the
Holders of the Notes in compliance with the requirements of the principal
national securities exchange, if any, on which the Notes are listed or, if the
Notes are not so listed, on a pro rata basis, by lot or in accordance with any
other method the Trustee considers fair and appropriate. In the event of partial
redemption by lot, the particular Notes to be redeemed shall be selected, unless
otherwise provided herein, not less than 30 nor more than 60 days prior to the
redemption date by the Trustee from the outstanding Notes of such Series not
previously called for redemption.

     The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of $1,000 or whole multiples of $1,000;
except that if all of the Notes of a Holder are to be redeemed, the entire
outstanding amount of Notes held by such Holder, even if not a multiple of
$1,000, shall be redeemed. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

SECTION 3.03. NOTICE OF REDEMPTION.

     At least 30 days but not more than 60 days before a redemption date, the
Company shall mail or cause to be mailed, by first class mail, postage prepaid,
a notice of redemption to each Holder whose Notes are to be redeemed at its
registered address.

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

     (a) the redemption date;

     (b) the redemption price;

     (c) if any Note is being redeemed in part, the portion of the principal
amount of such Note to be redeemed and that, after the redemption date upon
surrender of such Note, a new Note or Notes in principal amount equal to the
unredeemed portion shall be issued upon cancellation of the original Note;

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

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

     (f) that, unless the Company defaults in making such redemption payment,
interest on Notes called for redemption ceases to accrue on and after the
redemption date;

     (g) the paragraph of the Notes and/or Section of this Indenture pursuant to
which the Notes called for redemption are being redeemed; and

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

                                       14

<PAGE>

     At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at its expense; provided, however, that the Company
shall have delivered to the Trustee pursuant to Section 3.01, an Officers'
Certificate requesting that the Trustee give such notice and setting forth the
information to be stated in such notice as provided in the preceding paragraph.

SECTION 3.04. EFFECT OF NOTICE OF REDEMPTION.

     Once notice of redemption is mailed in accordance with Section 3.03 hereof,
Notes called for redemption become irrevocably due and payable on the redemption
date at the redemption price. A notice of redemption may not be conditional.

SECTION 3.05. DEPOSIT OF REDEMPTION PRICE.

     One Business Day prior to the redemption date, the Company shall deposit
with the Paying Agent money sufficient to pay the redemption price of and
accrued interest on all Notes to be redeemed on that date. The Paying Agent
shall promptly return to the Company any money deposited with the Paying Agent
by the Company in excess of the amounts necessary to pay the redemption price
of, and accrued interest on, all Notes to be redeemed.

     If the Company complies with the provisions of the preceding paragraph, on
and after the redemption date, interest shall cease to accrue on the Notes or
the portions of Notes called for redemption. If a Note is redeemed on or after a
record date but on or prior to the related Interest Payment Date, then any
accrued and unpaid interest shall be paid to the Person in whose name such Note
was registered at the close of business on such record date. If any Note called
for redemption shall not be so paid upon surrender for redemption because of the
failure of the Company to comply with the preceding paragraph, interest shall be
paid on the unpaid principal, from the redemption date until such principal is
paid, and to the extent lawful on any interest not paid on such unpaid
principal, in each case at the rate provided in the Notes and in Section 4.01
hereof.

SECTION 3.06. NOTES REDEEMED IN PART.

     Upon surrender of a Note that is redeemed in part, the Company shall issue
and the Trustee shall authenticate for the Holder at the expense of the Company
a new Note equal in principal amount to the unredeemed portion of the Note
surrendered.

                                    ARTICLE 4
                                    COVENANTS

SECTION 4.01. PAYMENT OF NOTES.

     The Company shall pay or cause to be paid the principal of, premium, if
any, and interest on the Notes on the dates and in the manner provided in the
Notes. Principal, premium, if any, and interest shall be considered paid on the
date due if the Paying Agent, if other than the Company or a Subsidiary thereof,
holds as of 10:00 a.m. Eastern Time on the due date money deposited by the
Company in immediately available funds and designated for and sufficient to pay
all principal, premium, if any, and interest then due.

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<PAGE>

SECTION 4.02. MAINTENANCE OF OFFICE OR AGENCY.

     The Company shall maintain in the place or places where the principal of,
and premium, if any, and interest, if any, on the Notes shall be payable, an
office or agency (which may be an office of the Trustee or an affiliate of the
Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange, presented for payment and where
notices and demands to or upon the Company in respect of the Notes and this
Indenture may be served. The Company shall 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.

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

     The Company hereby designates the Corporate Trust Office of the Trustee as
one such office or agency of the Company in accordance with Section 2.03.

SECTION 4.03. COMMISSION REPORTS AND REPORTS TO HOLDERS.

     At any time when the Company is not required to file periodic reports with
the SEC pursuant to the rules and regulations of the SEC, and so long as any
Notes are Outstanding, the Company shall furnish to the Holders of Notes (i) all
quarterly and annual financial information that would be required to be
contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were
required to file such forms, including a "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and, with respect to the
annual information only, a report thereon by the Company's certified independent
accountants and (ii) all current reports that would be required to be filed with
the SEC on Form 8-K if the Company were required to file such reports, in each
case, within the time periods specified in the SEC's rules and regulations.

SECTION 4.04. COMPLIANCE CERTIFICATE.

     (a) The Company shall deliver to the Trustee, within 90 days after the end
of each fiscal year, an Officers' Certificate stating that a review of the
activities of the Company and its Guarantor Subsidiaries during the preceding
fiscal year has been made under the supervision of the signing Officers with a
view to determining whether the Company has kept, observed, performed and
fulfilled its obligations under this Indenture, and further stating that to the
best of his or her knowledge the Company has kept, observed, performed and
fulfilled each and every covenant contained in this Indenture and is not in
default in the performance or observance of any of the terms, provisions and
conditions of this Indenture (or, if a Default or Event of Default shall have
occurred, describing all such Defaults or Events of Default of which he or she
may have knowledge and what action the Company is taking or proposes to take
with respect thereto).

     (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03 above shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for

                                       16

<PAGE>

certification of such financial statements, nothing has come to their attention
that would lead them to believe that the Company has violated any provisions of
Article 4 or Article 5 hereof or, if any such violation has occurred, specifying
the nature and period of existence thereof, it being understood that such
accountants shall not be liable directly or indirectly to any Person for any
failure to obtain knowledge of any such violation.

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

SECTION 4.05. TAXES.

     The Company shall pay, and shall cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies
except such as are contested in good faith and by appropriate proceedings or
where the failure to effect such payment is not adverse in any material respect
to the Holders of the Notes.

SECTION 4.06. STAY, EXTENSION AND USURY LAWS.

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

SECTION 4.07. CORPORATE EXISTENCE.

     Subject to Article 5 hereof, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect (i) its corporate
existence, and the corporate, partnership or other existence of each of its
Subsidiary Guarantors, in accordance with the respective organizational
documents (as the same may be amended from time to time) of the Company or any
such Subsidiary Guarantor and (ii) the rights (charter and statutory) and
franchises of the Company and its Subsidiary Guarantors; provided, however, that
the Company shall not be required to preserve any such right or franchise, or
the corporate, partnership or other existence of any of its Subsidiaries, if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and its Subsidiaries,
taken as a whole, and that the loss thereof is not adverse in any material
respect to the Holders of the Notes.

                                    ARTICLE 5
                                   SUCCESSORS

SECTION 5.01. MERGER, CONSOLIDATION, OR SALE OF ASSETS.

     The Company will not consolidate with, merge with or into, or sell, convey,
transfer, lease or otherwise dispose of all or substantially all of its property
and assets (as an entirety or substantially an

                                       17

<PAGE>

entirety in one transaction or a series of related transactions) to any Person
or permit any Person to merge with or into the Company unless: (i) the Company
shall be the continuing Person, or the Person (if other than the Company) formed
by such consolidation or into which the Company is merged or that acquired or
leased such property and assets of the Company shall be a corporation organized
and validly existing under the laws of the United States of America or any
jurisdiction thereof and shall expressly assume, by a supplemental indenture,
executed and delivered to the Trustee, all of the obligations of the Company on
all of the Notes and under the Indenture; and (ii) immediately after giving
effect to such transaction, no Default or Event of Default shall have occurred
and be continuing.

     The Company shall deliver to the Trustee prior to the consummation of the
proposed transaction an Officers' Certificate to the foregoing effect and an
Opinion of Counsel stating that the proposed transaction and such supplemental
indenture comply with this Indenture.

SECTION 5.02. SUCCESSOR CORPORATION SUBSTITUTED.

     Upon any consolidation or merger, or any sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all of the assets of the
Company in accordance with Section 5.01 hereof, the successor corporation formed
by such consolidation or into or with which the Company is merged or to which
such sale, assignment, transfer, lease, conveyance or other disposition is made
shall succeed to, and be substituted for (so that from and after the date of
such consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor corporation and not to the Company), and may exercise every right
and power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; provided, however, that
the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Notes except in the case of a sale of all of
the Company's assets that meets the requirements of Section 5.01 hereof.

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

SECTION 6.01. EVENTS OF DEFAULT

     Each of the following constitutes an Event of Default:

     (a) default in the payment of principal of or premium, if any, on any Note
when the same becomes due and payable on any Note Payment Date whether or not
such payment is prohibited by Article 10;

     (b) default in the payment of interest on any Note when the same becomes
due and payable, and such default continues for a period of 30 days whether or
not such payment is prohibited by Article 10; (c)failure by the Company to
comply with the provisions of Section 5.01 hereof;

     (d) failure by the Company or any of the Subsidiary Guarantors to observe
or perform any covenant or agreement in this Indenture or the Notes (other than
a default under clause (a), (b), or (c) of this Section 6.01) for 30 days after
notice to the Company by the Trustee or the Holders of at least 25% in aggregate
principal amount of the Notes (including Additional Notes, if any) then
outstanding voting

                                       18

<PAGE>

as a single class unless the Trustee, or the Trustee and Holders which requested
such notice, as the case may be, shall agree in writing to an extension of such
period prior to expiration; provided, however, that the Trustee, or the Trustee
and the Holders of such principal amount of Notes, as the case may be, shall be
deemed to have agreed to an extension of such period if corrective action is
initiated by the Company within such period and is being diligently pursued;

     (e) the occurrence with respect to any Indebtedness of the Company or any
Subsidiary Guarantor having an outstanding aggregate principal amount of $_____
million or more, whether such Indebtedness now exists or shall hereafter be
created, (i) an event of default that has caused the holder thereof to declare
such Indebtedness to be due and payable prior to its Stated Maturity and such
Indebtedness has not been discharged in full or such acceleration has not been
rescinded or annulled within 30 days of such acceleration and/or (ii) the
failure to make a principal payment at the Stated Maturity and such defaulted
payment shall not have been made, waived or extended within 30 days of such
payment default;

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

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

     (h) except as permitted by the Indenture, any Subsidiary Guarantee shall be
held in any judicial proceeding to be unenforceable or invalid or shall cease
for any reason to be in full force and effect or any Subsidiary Guarantor, or
any Person acting on behalf of any Subsidiary Guarantor, shall deny or disaffirm
its obligations under its Subsidiary Guarantee.

SECTION 6.02. ACCELERATION

     If an Event of Default (other than an Event of Default specified in clause
(g) or (h) of Section 6.01 that occurs with respect to the Company) occurs and
is continuing under the Indenture, the Trustee or the Holders of at least a
majority in aggregate principal amount of the Notes, then outstanding, by
written notice to the Company (and to the Trustee if such notice is given by the
Holders), may, and the Trustee at the request of such Holders shall, declare the
principal of, premium, if any, and accrued interest on the Notes to be
immediately due and payable. Upon a declaration of acceleration, such principal
of, premium, if any, and accrued interest shall be immediately due and payable.
In the event of a declaration of acceleration because an Event of Default set
forth in clause (e) of Section 6.01 has occurred and is continuing, such
declaration of acceleration shall be automatically rescinded and annulled if the
event of default triggering such Event of Default pursuant to clause (e) of
Section 6.01 shall be remedied or cured by the Company or the relevant
Significant Subsidiary or waived by the holders of the relevant Indebtedness
within 60 days after the declaration of acceleration with respect

                                       19

<PAGE>

thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01
occurs with respect to the Company, the principal of, premium, if any, and
accrued interest on the Notes then outstanding shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder. The Holders of at least a majority in principal
amount of the outstanding Notes by written notice to the Company and to the
Trustee, may waive all past defaults and rescind and annul a declaration of
acceleration and its consequences if (i) all existing Events of Default, other
than the nonpayment of the principal of, premium, if any, and accrued interest
on the Notes that have become due solely by such declaration of acceleration,
have been cured or waived and (ii) the rescission would not conflict with any
judgment or decree of a court of competent jurisdiction.

SECTION 6.03. OTHER REMEDIES.

     If an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal, premium, if any, and
interest on the Notes or to enforce the performance of any provision of the
Notes or this Indenture.

     The Trustee may maintain a proceeding even if it does not possess any of
the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder of a Note in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

SECTION 6.04. WAIVER OF PAST DEFAULTS.

     Holders of not less than a majority in aggregate principal amount of the
then outstanding Notes by notice to the Trustee may on behalf of the Holders of
all of the Notes waive an existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium, or interest on, the Notes (including in
connection with an offer to purchase) (provided, however, that the Holders of a
majority in aggregate principal amount of the then outstanding Notes may rescind
an acceleration and its consequences, including any related payment default that
resulted from such acceleration). 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 6.05. CONTROL BY MAJORITY.

     Holders of a majority in principal amount of the then outstanding Notes may
direct the time, method and place of conducting any proceeding for exercising
any remedy available to the Trustee or exercising any trust or power conferred
on it. However, the Trustee may refuse to follow any direction that conflicts
with law or this Indenture that the Trustee determines may be unduly prejudicial
to the rights of other Holders of Notes or that may involve the Trustee in
personal liability.

SECTION 6.06. LIMITATION ON SUITS.

     A Holder of a Note may pursue a remedy with respect to this Indenture or
the Notes only if:

     (a) the Holder of a Note gives to the Trustee written notice of a
continuing Event of Default;

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<PAGE>

     (b) the Holders of at least a majority in principal amount of the then
outstanding Notes make a written request to the Trustee to pursue the remedy;

     (c) such Holder of a Note or Holders of Notes offer and, if requested,
provide to the Trustee indemnity satisfactory to the Trustee against any loss,
liability or expense;

     (d) the Trustee does not comply with the request within 60 days after
receipt of the request and the offer and, if requested, the provision of
indemnity; and

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

     A Holder of a Note may not use this Indenture to prejudice the rights of
another Holder of a Note or to obtain a preference or priority over another
Holder of a Note and that all suits, actions and legal proceedings at law or in
equity shall be instituted, had and maintained for the equal benefit of all
Holders of the Notes.

SECTION 6.07. RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.

     Notwithstanding any other provision of this Indenture, but subject to
Article 10 hereof, the right of any Holder of a Note to receive payment of
principal, premium, if any, and interest on the Note, on or after the respective
due dates expressed in the Note, or to bring suit for the enforcement of any
such payment on or after such respective dates, shall not be impaired or
affected without the consent of such Holder.

SECTION 6.08. COLLECTION SUIT BY TRUSTEE.

     If an Event of Default specified in Section 6.01(a) or (b) occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as
trustee of an express trust against the Company for the whole amount of
principal of, premium, if any, and interest remaining unpaid on the Notes and
interest on overdue principal and, to the extent lawful, interest and such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

SECTION 6.09. TRUSTEE MAY FILE PROOFS OF CLAIM.

     The Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same

                                       21

<PAGE>

shall be secured by a Lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties that the
Holders may be entitled to receive in such proceeding whether in liquidation or
under any plan of reorganization or arrangement or otherwise. Nothing herein
contained 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 Notes or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

SECTION 6.10. PRIORITIES.

     If the Trustee collects any money pursuant to this Article, it shall pay
out the money in the following order:

          First: to the Trustee, its agents and attorneys for amounts due under
     Sections 6.08 and 7.07 hereof, including payment of all compensation,
     expense and liabilities incurred, and all advances made, by the Trustee and
     the costs and expenses of collection;

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

          Third: to the Company or to such party as a court of competent
     jurisdiction shall direct.

     The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

SECTION 6.11. UNDERTAKING FOR COSTS.

     In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as a
Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section does
not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to
Section 6.07 hereof, or a suit by Holders of more than 25% in principal amount
of the then outstanding Notes.

                                    ARTICLE 7
                                     TRUSTEE

SECTION 7.01. DUTIES OF TRUSTEE.

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

                                       22

<PAGE>

     (b) Except during the continuance of an Event of Default, the duties of the
Trustee shall be determined solely by the express provisions of this Indenture
and the Trustee need perform only those duties that are specifically set forth
in this Indenture and no others, and no implied covenants or obligations shall
be read into this Indenture against the Trustee.

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

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

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

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

     (d) Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b), and (c) of this Section.

     (e) No provision of this Indenture shall require the Trustee to expend or
risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

     (f) The Trustee shall not be liable for interest on any money received by
it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

SECTION 7.02. RIGHTS OF TRUSTEE.

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

     (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the written advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection from liability in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

     (c) The Trustee may consult with counsel of its selection and the written
advice of such counsel or any legal opinion delivered to the Trustee by such
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.

                                       23

<PAGE>

     (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

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

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

SECTION 7.03. INDIVIDUAL RIGHTS OF TRUSTEE.

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Notes and may otherwise deal with the Company or any Affiliate of the
Company with the same rights it would have if it were not Trustee. However, in
the event that the Trustee has or acquires any conflicting interest within the
meaning of the TIA and the Notes are in default, it must eliminate such conflict
within 90 days if the default to which such conflicting interest relates has not
been cured or duly waived or otherwise eliminated before the end of such 90-day
period, apply to the SEC for permission to continue as trustee or resign. Any
Agent may do the same with like rights and duties. The Trustee is also subject
to Sections 7.10 and 7.11 hereof.

SECTION 7.04. TRUSTEE'S DISCLAIMER.

     The Trustee shall not be responsible for and makes no representation as to
the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

SECTION 7.05. NOTICE OF DEFAULTS.

     If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to Holders of Notes and the agent
bank under the Credit Facility (the "Agent Bank"), a notice of the Default or
Event of Default within 90 days after it occurs. Except in the case of a Default
or Event of Default in payment of principal of, premium, if any, or interest on
any Note, the Trustee may withhold the notice if and so long as a committee of
its Responsible Officers in good faith determines that withholding the notice is
in the interests of the Holders of the Notes. Any change in the identity or
address of the Agent Bank shall be effective only if the Trustee receives
written notice of the change, specifically providing that the change is
effective for any notices to the Agent Bank under the Indenture. If payment of
the Notes is accelerated because of an Event of Default, the Trustee shall
promptly notify the Agent Bank in accordance with this Section of such
acceleration.

                                       24

<PAGE>

SECTION 7.06. REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.

     The Trustee shall transmit to Holders such reports concerning the Trustee
and its actions under this Indenture as may be required pursuant to Section 313
of the TIA at the times and in the manner provided pursuant thereto, if so
required.

     A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any Notes
are listed, with the SEC and with the Company. The Company will notify the
Trustee when any Notes are listed on any stock exchange.

SECTION 7.07. COMPENSATION AND INDEMNITY.

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

     The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company (including
this Section 7.07) and defending itself against any claim (whether asserted by
the Company or any Holder or any other person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent any such loss, liability or expense may be attributable to its
negligence or bad faith. The Trustee shall notify the Company promptly of any
claim for which it may seek indemnity. Failure by the Trustee to so notify the
Company shall not relieve the Company of its obligations hereunder. The Company
shall defend the claim and the Trustee shall cooperate in the defense. The
Trustee may have separate counsel and the Company shall pay the reasonable fees
and expenses of such counsel. The Company need not pay for any settlement made
without its consent; provided that the Company will not be required to pay such
fees and expenses if it assumes the Trustee's defense and there is no conflict
of interest between the Company and the Trustee in connection with such defense.
The Company need not reimburse any expense or indemnify any loss or liability to
the extent incurred by the Trustee through its gross negligence, bad faith or
willful misconduct.

     The obligations of the Company under this Section 7.07 shall survive the
satisfaction and discharge of this Indenture.

     To secure the Company's payment obligations in this Section, the Trustee
shall have a Lien prior to the Notes on all money or property held or collected
by the Trustee, except that held in trust to pay principal and interest on
particular Notes. Such Lien shall survive the satisfaction and discharge of this
Indenture.

     When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(g) or (h) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

                                       25

<PAGE>

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

SECTION 7.08. REPLACEMENT OF TRUSTEE.

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

     The Trustee may resign in writing at any time and be discharged from the
trust hereby created by so notifying the Company. The Holders of a majority in
principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and the Company in writing. The Company may remove the
Trustee if:

     (a) the Trustee fails to comply with Section 7.10 hereof;

     (b) the Trustee is adjudged a bankrupt or an insolvent or an order for
relief is entered with respect to the Trustee under any Bankruptcy Law;

     (c) a custodian or public officer takes charge of the Trustee or its
property; or

     (d) the Trustee becomes incapable of acting.

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

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

     If the Trustee, after written request by any Holder who has been a Holder
for at least six months, fails to comply with Section 7.10, such Holder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Thereupon, the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture.

     The successor Trustee shall mail a notice of its succession to all Holders.
The retiring Trustee shall promptly transfer all property held by it as Trustee
to the successor Trustee, provided all sums owing to the Trustee hereunder have
been paid and subject to the Lien provided for in Section 7.07 hereof.
Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the
Company's obligations under Section 7.07 hereof shall continue for the benefit
of the retiring Trustee.

SECTION 7.09. SUCCESSOR TRUSTEE BY MERGER, ETC.

     If the Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act shall be the successor Trustee.

                                       26

<PAGE>

SECTION 7.10. ELIGIBILITY; DISQUALIFICATION.

     There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $100 million
as set forth in its most recent published annual report of condition.

     This Indenture shall always have a Trustee who satisfies the requirements
of TIA (S) 310(a)(1), (2) and (5). The Trustee is subject to TIA (S) 310(b).

SECTION 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

     The Trustee is subject to TIA (S) 311(a), excluding any creditor
relationship listed in TIA ss. 311(b). A Trustee who has resigned or been
removed shall be subject to TIA (S) 311(a) to the extent indicated therein.

                                    ARTICLE 8
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01. OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

     The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article 8.

SECTION 8.02. LEGAL DEFEASANCE AND DISCHARGE.

     Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes on the
date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be "outstanding" only for
the purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Notes and this Indenture (and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Notes to receive solely from the trust fund described in Section
8.04 hereof, and as more fully set forth in such Section, payments in respect of
the principal of, interest, and premium, if any, on such Notes when such
payments are due, (b) the Company's obligations with respect to such Notes under
Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and the Company's and the Subsidiary
Guarantors' obligations in connection therewith and (d) this Article 8. Subject
to compliance with this Article 8, the Company may exercise its option under
this Section 8.02 notwithstanding the prior exercise of its option under Section
8.03 hereof.

                                       27

<PAGE>

SECTION 8.03. COVENANT DEFEASANCE.

     Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from its
obligations under the covenants contained in Sections 4.03, 4.04 and 4.07 hereof
with respect to the outstanding Notes on and after the date the conditions set
forth in Section 8.04 are satisfied (hereinafter, "Covenant Defeasance"), and
the Notes shall thereafter be deemed not "outstanding" for the purposes of any
direction, amendment, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes, 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
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section 6.01
hereof, but, except as specified above, the remainder of this Indenture and such
Notes shall be unaffected thereby. In addition, upon the Company's exercise
under Section 8.01 hereof of the option applicable to this Section 8.03 hereof,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
Sections 6.01(c) through 6.01(f) hereof shall not constitute Events of Default.

SECTION 8.04. CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

     The following shall be the conditions to the application of either Section
8.02 or 8.03 hereof to the outstanding Notes:

     In order to exercise either Legal Defeasance or Covenant Defeasance:

     (a) the Company must irrevocably deposit with the Trustee, in trust, for
the benefit of the Holders, cash in United States dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, premium, if any, and interest on the
outstanding Notes on the stated date for payment thereof or on the applicable
redemption date, as the case may be;

     (b) in the case of an election under Section 8.02 hereof, the Company shall
have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that (A) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (B) since the date of this Indenture, there has been a change in the
applicable federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Legal Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred;

     (c) in the case of an election under Section 8.03 hereof, the Company shall
have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Covenant Defeasance and will be subject to federal
income tax on the same

                                       28

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amounts, in the same manner and at the same times as would have been the case if
such Covenant Defeasance had not occurred;

     (d) no Default or Event of Default shall have occurred and be continuing on
the date of such deposit (other than a Default or Event of Default resulting
from the incurrence of Indebtedness all or a portion of the proceeds of which
will be used to defease the Notes pursuant to this Article 8 concurrently with
such incurrence) or insofar as Sections 6.01(g) or 6.01(h) hereof is concerned,
at any time in the period ending on the 91st day after the date of deposit;

     (e) such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under, any material agreement or
instrument (other than this Indenture) to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries is
bound;

     (f) the Company shall have delivered to the Trustee an Opinion of Counsel
to the effect that, assuming no intervening bankruptcy of the Company or any
Subsidiary between the date of deposit and the 91st day following the deposit
and assuming that no Holder is an "insider" of the Company under applicable
bankruptcy law, after the 91st day following the deposit, the trust funds will
not be subject to the effect of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights generally;

     (g) the Company shall have delivered to the Trustee an Officers'
Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders over any other creditors of the Company or with the
intent of defeating, hindering, delaying or defrauding any other creditors of
the Company or others; and

     (h) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for or relating to the Legal Defeasance or the Covenant
Defeasance have been complied with.

SECTION 8.05. DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST;
              OTHER MISCELLANEOUS PROVISIONS.

     Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium, if any, and interest, but
such money 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 cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof 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 the outstanding Notes.

     Anything in this Article 8 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government

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Securities held by it as provided in Section 8.04 hereof which, in the opinion
of a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee (which may be the opinion
delivered under Section 8.04(a) hereof), are in excess of the amount thereof
that would then be required to be deposited to effect an equivalent Legal
Defeasance or Covenant Defeasance.

SECTION 8.06. REPAYMENT TO COMPANY.

     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, premium, if any, or
interest on any Note 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 its request or (if then held by the Company) shall be discharged from
such trust; and the Holder of such Note shall thereafter 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; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in the New York Times and The
Wall Street Journal (national edition), notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such notification or publication, any unclaimed balance of such
money then remaining will be repaid to the Company.

SECTION 8.07. REINSTATEMENT.

     If the Trustee or Paying Agent is unable to apply any United States dollars
or non-callable Government Securities in accordance with Section 8.02 or 8.03
hereof, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.02 or 8.03
hereof, as the case may be; provided, however, that, if the Company makes any
payment of principal of, premium, if any, or interest on any Note following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.

                                    ARTICLE 9
                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01. WITHOUT CONSENT OF HOLDERS OF NOTES.

     Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary
Guarantors and the Trustee may amend or supplement this Indenture, the
Subsidiary Guarantees or the Notes without the consent of any Holder of a Note:

     (a) cure any ambiguity, defect, omission or inconsistency in the Indenture;
provided that such amendments do not adversely affect the interests of the
Holders in any material respect;

     (b) comply with the provisions of Article 5 hereof;

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<PAGE>

     (c) comply with any requirements of the SEC in connection with the
qualification of the Indenture under the Trust Indenture Act;

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

     (e) make any change that, in the good faith opinion of the Board of
Directors, does not materially and adversely affect the rights of any Holder;

     (f) to provide for uncertificated Notes in addition to or in place of
certificated Notes or to alter the provisions of Article 2 hereof (including the
related definitions) in a manner that does not materially and adversely affect
the rights of any Holder; or

     (g) to allow any Subsidiary Guarantor to execute a supplemental indenture
and/or a Subsidiary Guarantee with respect to the Notes.

     Upon the request of the Company accompanied by a resolution of its Board of
Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
7.02 hereof, the Trustee shall join with the Company and the Subsidiary
Guarantors in the execution of any amended or supplemental Indenture, Subsidiary
Guarantee or Note authorized or permitted by the terms of this Indenture and to
make any further appropriate agreements and stipulations that may be therein
contained, but the Trustee shall not be obligated to enter into such amended or
supplemental Indenture, Subsidiary Guarantee or Note that affects its own
rights, duties or immunities under this Indenture or otherwise.

SECTION 9.02. WITH CONSENT OF HOLDERS OF NOTES.

     Except as provided below in this Section 9.02, the Company, the Subsidiary
Guarantors and the Trustee may amend or supplement this Indenture, the
Subsidiary Guarantees and the Notes with the consent of the Holders of at least
a majority in principal amount of the Notes then outstanding voting as a single
class (including consents obtained in connection with a tender offer or exchange
offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07
hereof, any existing Default or Event of Default (other than a Default or Event
of Default in the payment of the principal of, premium, if any, or interest on
the Notes, except a payment default resulting from an acceleration that has been
rescinded) or compliance with any provision of this Indenture, the Subsidiary
Guarantees or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes voting as a single
class (including consents obtained in connection with a tender offer or exchange
offer for, or purchase of, the Notes). Section 2.08 hereof shall determine which
Notes are considered to be "outstanding" for purposes of this Section 9.02.

     Upon the request of the Company accompanied by a resolution of its Board of
Directors authorizing the execution of any such amended or supplemental
Indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.02 hereof, the Trustee shall
join with the Company in the execution of such amended or supplemental Indenture
unless such amended or supplemental Indenture, Subsidiary Guarantee or Note
directly affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise, in which case the Trustee may in its discretion, but
shall not be obligated to, enter into such amended or supplemental Indenture.

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<PAGE>

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

     After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes then outstanding voting as a
single class may waive compliance in a particular instance by the Company with
any provision of this Indenture or the Notes. However, without the consent of
each Holder affected, an amendment or waiver under this Section 9.02 may not
(with respect to any Notes held by a non-consenting Holder):

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

     (b) reduce the principal amount of, or premium, if any, or interest on, any
Note;

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

     (d) impair Holders' right to institute suit for the enforcement of any
payment on or after the Stated Maturity (or, in the case of a redemption, on or
after the date of such redemption) of any Note;

     (e) waive a Default or Event of Default in the payment of principal of or
premium or interest on the Notes (except a rescission of acceleration of the
Notes by the Holders of at least a majority in aggregate principal amount of the
then outstanding Notes (including Additional Notes, if any) and a waiver of the
payment default that resulted from such acceleration);

     (f) modify Article 10 in any manner adverse to the Holders; or

     (g) reduce the principal amount or percentage of Notes whose Holders must
consent to an amendment, supplement or waiver hereunder.

SECTION 9.03. COMPLIANCE WITH TRUST INDENTURE ACT.

     Every amendment or supplement to this Indenture or the Notes shall be set
forth in a amended or supplemental Indenture that complies with the TIA as then
in effect.

SECTION 9.04. REVOCATION AND EFFECT OF CONSENTS.

     Until an amendment, supplement or waiver becomes effective, a consent to it
by a Holder of a Note is a continuing consent by the Holder of a Note and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as
the consenting Holder's Note, even if notation of the consent is not made on any
Note. However, any such Holder of a Note or subsequent Holder of a Note may
revoke the consent as to its Note if the Trustee receives written notice of
revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

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<PAGE>

SECTION 9.05. NOTATION ON OR EXCHANGE OF NOTES.

     The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.

     Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.06. TRUSTEE TO SIGN AMENDMENTS, ETC.

     The Trustee shall sign any amended or supplemental Indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amendment or supplemental Indenture until the Board of Directors
approves it. In executing any amended or supplemental indenture, the Trustee
shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully
protected in relying upon, in addition to the documents required by Section
12.04 hereof, an Officer's Certificate and an Opinion of Counsel stating that
the execution of such amended or supplemental indenture is authorized or
permitted by this Indenture.

                                   ARTICLE 10
                                  SUBORDINATION

SECTION 10.01. AGREEMENT TO SUBORDINATE.

     The Company agrees, and each Holder by accepting a Note agrees, that the
payment of the Senior Subordinated Obligations will, to the extent set forth
herein, be subordinated in right of payment to the prior payment in full, in
cash or cash equivalents, of all Obligations due in respect of existing and
future Senior Indebtedness (whether outstanding on the date hereof or hereafter
created, incurred, assumed or guaranteed), and that the subordination is for the
benefit of the holders of Senior Indebtedness.

SECTION 10.02. LIQUIDATION; DISSOLUTION; BANKRUPTCY.

     Upon any distribution to creditors of the Company in a liquidation or
dissolution of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property, in
an assignment for the benefit of creditors or any marshaling of the Company's
assets and liabilities:

          (i) holders of Senior Indebtedness will be entitled to receive payment
     in full in cash or cash equivalents of all Obligations due in respect of
     Senior Indebtedness (including, with respect to Designated Senior
     Indebtedness, any interest accruing after the commencement of any
     proceeding described below at the rate specified in the applicable
     Designated Senior Indebtedness whether or not interest is an allowed claim
     enforceable against the Company in such proceeding) before the Holders of
     Notes will be entitled to receive any payment on account of Senior
     Subordinated Obligations or any payment to acquire any of the Notes for
     cash, property or securities, or any distribution with respect to the Notes
     of any cash, property or securities

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<PAGE>

     (except that Holders of Notes may receive and retain payments made from the
     trust described in Article 8 hereof), in the event of any distribution to
     creditors of the Company: (1) in a liquidation or dissolution of the
     Company; (2) in a bankruptcy, reorganization, insolvency, receivership or
     similar proceeding relating to the Company or its property; (3) in an
     assignment for the benefit of creditors; or (4) in any marshaling of the
     Company's assets and liabilities.

          (ii) until all Obligations due with respect to Senior Indebtedness
     (including, with respect to Designated Senior Indebtedness, any interest
     accruing after the commencement of any proceeding described before at the
     rate specified in the applicable Designated Senior Indebtedness whether or
     not interest is an allowed claim enforceable against the Company in such
     proceeding) are paid in full in cash or cash equivalents, any such
     distribution to which Holders would be entitled shall be made to the
     holders of Senior Indebtedness (except that Holders may receive and retain
     payments made from the trust described in Article 8 hereof).

SECTION 10.03. DEFAULT ON DESIGNATED SENIOR INDEBTEDNESS.

     (a) The Company and the Subsidiary Guarantors may not make any payment in
respect of any Senior Subordinated Obligations (except in (A) Permitted Junior
Securities or (B) from the trust described in Article 8 hereof) nor may any
amounts be set aside or deposited pursuant to Article 8 if:

          (i) a payment default on Designated Senior Indebtedness occurs and is
     continuing beyond any applicable grace period; or

          (ii) any other default occurs and is continuing on any series of
     Designated Senior Indebtedness that permits holders of that series of
     Designated Senior Indebtedness to accelerate its maturity and the Trustee
     receives a notice of such default (a "Payment Blockage Notice") from the
     trustee or other representative for the holders of any Designated Senior
     Indebtedness, or the holders of at least a majority of the outstanding
     principal amount of such Designated Senior Indebtedness. No new Payment
     Blockage Notice may be delivered unless and until: (A) 360 days have
     elapsed since the delivery of the immediately prior Payment Blockage
     Notice; and (B) all scheduled payments of principal, interest and premium
     on the Notes that have come due have been paid in full in cash. No
     nonpayment default that existed or was continuing on the date of delivery
     of any Payment Blockage Notice to the Trustee shall be, or be made, the
     basis for a subsequent Payment Blockage Notice.

     (b) Payments on the Notes and the Subsidiary Guarantees may and shall be
resumed:

          (i) in the case of a payment default, upon the date on which such
     default is cured or waived; and

          (ii) in case of a nonpayment default, the earlier of the date on which
     such nonpayment default is cured or waived or 179 days after the date on
     which the applicable Payment Blockage Notice is received.

SECTION 10.04. ACCELERATION OF NOTES.

     If payment of the Notes is accelerated because of an Event of Default, the
Company shall promptly notify holders of Senior Indebtedness of the
acceleration.

                                       34

<PAGE>

SECTION 10.05. WHEN DISTRIBUTION MUST BE PAID OVER.

     In the event that the Trustee or any Holder receives any payment of any
Senior Subordinated Obligations with respect to the Notes at a time when the
Trustee or such Holder, as applicable, has actual knowledge that such payment is
prohibited by Section 10.03 hereof, such payment shall be held by the Trustee or
such Holder, in trust for the benefit of, and shall be paid forthwith over and
delivered, upon written request, to, the holders of Senior Indebtedness as their
interests may appear or their Representative under the indenture or other
agreement (if any) pursuant to which Senior Indebtedness may have been issued,
as their respective interests may appear, for application to the payment of all
Obligations with respect to Senior Indebtedness remaining unpaid to the extent
necessary to pay such Obligations in full in accordance with their terms, after
giving effect to any concurrent payment or distribution to or for the holders of
Senior Indebtedness.

     With respect to the holders of Senior Indebtedness, the Trustee undertakes
to perform only such obligations on the part of the Trustee as are specifically
set forth in this Article 10, and no implied covenants or obligations with
respect to the holders of Senior Indebtedness shall be read into this Indenture
against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty
to the holders of Senior Indebtedness, and shall not be liable to any such
holders if the Trustee shall pay over or distribute to or on behalf of Holders
or the Company or any other Person money or assets to which any holders of
Senior Indebtedness shall be entitled by virtue of this Article 10, except if
such payment is made as a result of the willful misconduct or gross negligence
of the Trustee.

SECTION 10.06. NOTICE BY COMPANY.

     The Company shall promptly notify the Trustee, holders of Senior
Indebtedness and the Paying Agent of any facts known to the Company that would
cause a payment of any Senior Subordinated Obligations with respect to the Notes
to violate this Article 10, but failure to give such notice shall not affect the
subordination of the Notes to the Senior Indebtedness as provided in this
Article 10.

SECTION 10.07. SUBROGATION.

     Subject to the payment in full, in cash or cash equivalents, of all Senior
Indebtedness, the Holders of Notes shall be subrogated to the rights of the
holders of Senior Indebtedness to receive payments or distributions of assets of
the Company applicable to the Senior Indebtedness until all amounts owing on the
Notes shall be paid in full, in cash or cash equivalents, and for the purpose of
such subrogation no payments or distributions to the holders of Senior
Indebtedness by or on behalf of the Holders by virtue of this Article 10, which
otherwise would have been made to the Holders, shall, as between the Company and
the Holders, be deemed to be payment by the Company to holders or on account of
the Senior Indebtedness, it being understood that the provisions of this Article
10 are and are intended solely for the purpose of defining the relative rights
of the Holders, on the one hand, and the holders of Senior Indebtedness, on the
other hand.

     If any payment or distribution to which the Holders would otherwise have
been entitled but for the provisions of this Article 10 shall have been applied,
pursuant to the provisions of this Article 10, to the payment of all amounts
payable under the Senior Indebtedness, then the Holders shall be entitled to
receive from the holders of such Senior Indebtedness any payments or
distributions received by such holders of Senior Indebtedness in excess of the
amount sufficient to pay all amounts payable under or in respect of the Senior
Indebtedness in full, in cash or cash equivalents.

                                       35

<PAGE>

SECTION 10.08. RELATIVE RIGHTS.

     This Article 10 defines the relative rights of Holders of Notes and holders
of Senior Indebtedness. Nothing in this Indenture shall:

          (i) impair, as between the Company and Holders of Notes, the
     obligation of the Company, which is absolute and unconditional, to pay
     principal of and interest on the Notes in accordance with their terms;

          (ii) affect the relative rights of Holders of Notes and creditors of
     the Company other than their rights in relation to holders of Senior
     Indebtedness; or

          (iii) prevent the Trustee or any Holder of Notes from exercising its
     available remedies upon a Default or Event of Default, subject to the
     rights of holders and owners of Senior Indebtedness to receive
     distributions and payments otherwise payable to Holders of Notes.

     If the Company fails because of this Article 10 to pay principal of or
interest on a Note on the due date, the failure is still a Default or Event of
Default.

SECTION 10.09. SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY.

     No right of any holder of Senior Indebtedness to enforce the subordination
of the Indebtedness evidenced by the Notes shall be impaired by any act or
failure to act by the Company or any Holder or by the failure of the Company or
any Holder to comply with this Indenture.

SECTION 10.10. DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

     Whenever a distribution is to be made or a notice given to holders of
Senior Indebtedness, the distribution may be made and the notice given to their
Representative.

     Upon any payment or distribution of assets of the Company referred to in
this Article 10, the Trustee and the Holders of Notes shall be entitled to rely
upon any order or decree made by any court of competent jurisdiction or upon any
certificate of such Representative or of the liquidating trustee or agent or
other Person making any distribution to the Trustee or to the Holders of Notes
for the purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Senior Indebtedness and other Indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article
10.

SECTION 10.11. RIGHTS OF TRUSTEE AND PAYING AGENT.

     Notwithstanding the provisions of this Article 10 or any other provision of
this Indenture, the Trustee shall not be charged with knowledge of the existence
of any facts that would prohibit the making of any payment or distribution by
the Trustee, and the Trustee and the Paying Agent may continue to make payments
on the Notes, unless the Trustee shall have received at its Corporate Trust
Office at least two Business Days prior to the date of such payment written
notice of facts that would cause the payment of any Senior Subordinated
Obligations with respect to the Notes to violate this Article 10. Only the
Company or a Representative may give the notice. Nothing in this Article 10
shall impair the claims of, or payments to, the Trustee under or pursuant to
Section 7.07 hereof.

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<PAGE>

     The Trustee in its individual or any other capacity may hold Senior
Indebtedness with the same rights it would have if it were not Trustee. Any
Agent may do the same with like rights.

SECTION 10.12. AUTHORIZATION TO EFFECT SUBORDINATION.

     Each Holder of Notes, by the Holder's acceptance thereof, authorizes and
directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article 10, and appoints the Trustee to act as such Holder's attorney-in-fact
for any and all such purposes. If the Trustee does not file a proper proof of
claim or proof of debt in the form required in any proceeding referred to in
Section 6.09 hereof at least 30 days before the expiration of the time to file
such claim, the Representatives are hereby authorized to file an appropriate
claim for and on behalf of the Holders of the Notes.

SECTION 10.13. AMENDMENTS.

     The provisions of this Article 10 shall not be amended or modified without
the written consent of the holders of all Senior Indebtedness.

                                   ARTICLE 11
                              SUBSIDIARY GUARANTEES

SECTION 11.01. SUBSIDIARY GUARANTEE.

     Subject to this Article 11, each of the Subsidiary Guarantors hereby,
jointly and severally, unconditionally guarantees to each Holder of a Note and
to the Trustee and its successors and assigns, irrespective of the validity and
enforceability of this Indenture, the Notes or the obligations of the Company
hereunder or thereunder, that: (a) the principal of and interest on the Notes
will be promptly paid in full when due on any Note Payment Date and all other
obligations of the Company to the Holders or the Trustee hereunder or thereunder
will be promptly paid in full or performed, all in accordance with the terms
hereof and thereof; and (b) in case of any extension of time of payment or
renewal of any Notes or any of such other obligations, that same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.
Failing payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and
severally obligated to pay the same immediately. Each Subsidiary Guarantor
agrees that this is a guarantee of payment and not a guarantee of collection.

     The Subsidiary Guarantors hereby agree that their obligations hereunder
shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Notes with respect
to any provisions hereof or thereof, the recovery of any judgment against the
Company, any action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of a Subsidiary
Guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against the
Company, protest, notice and all demands whatsoever and covenant that this
Subsidiary Guarantee shall not be discharged except by complete performance of
the obligations contained in the Notes and this Indenture.

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<PAGE>

     If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Subsidiary Guarantors or any custodian, trustee,
liquidator or other similar official acting in relation to either the Company or
the Subsidiary Guarantors, any amount paid by either to the Trustee or such
Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall
be reinstated in full force and effect.

     Each Subsidiary Guarantor agrees that it shall not be entitled to any right
of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed hereby.
Each Subsidiary Guarantor further agrees that, as between the Subsidiary
Guarantors, on the one hand, and the Holders and the Trustee, on the other hand,
(x) the maturity of the obligations guaranteed hereby may be accelerated as
provided in Article 6 hereof for the purposes of this Subsidiary Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (y) in the
event of any declaration of acceleration of such obligations as provided in
Article 6 hereof, such obligations (whether or not due and payable) shall
forthwith become due and payable by the Subsidiary Guarantors for the purpose of
this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to
seek contribution from any non-paying Subsidiary Guarantor so long as the
exercise of such right does not impair the rights of the Holders under the
Guarantee.

SECTION 11.02. SUBORDINATION OF SUBSIDIARY GUARANTEE.

     The Obligations of each Subsidiary Guarantor under its Subsidiary Guarantee
pursuant to this Article 11 shall be junior and subordinated to the Senior
Indebtedness of such Subsidiary Guarantor on the same basis as the Notes are
junior and subordinated to Senior Indebtedness of the Company, as if and to the
same extent the same provisions were set out in this Article 11. For the
purposes of the foregoing sentence, but without limiting the generality thereof,
the Trustee and the Holders shall have the right to receive and/or retain
payments by any of the Subsidiary Guarantors only at such times as they may
receive and/or retain payments in respect of the Notes pursuant to this
Indenture, including Article 10 hereof, and are subject to the same turnover
provisions.

SECTION 11.03. LIMITATION ON SUBSIDIARY GUARANTOR LIABILITY.

     Each Subsidiary Guarantor, and by its acceptance of Notes, each Holder,
hereby confirms that it is the intention of all such parties that the Subsidiary
Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or
conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to
the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing
intention, the Trustee, the Holders and the Subsidiary Guarantors hereby
irrevocably agree that the obligations of such Subsidiary Guarantor will, after
giving effect to such maximum amount and all other contingent and fixed
liabilities of such Subsidiary Guarantor that are relevant under such laws, and
after giving effect to any collections from, rights to receive contribution from
or payments made by or on behalf of any other Subsidiary Guarantor in respect of
the obligations of such other Subsidiary Guarantor under this Article 11, result
in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee
not constituting a fraudulent transfer or conveyance.

                                       38

<PAGE>

                                   ARTICLE 12
                                  MISCELLANEOUS

SECTION 12.01. TRUST INDENTURE ACT CONTROLS.

     If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by TIA (S) 318(c), the imposed duties shall control.

SECTION 12.02. NOTICES.

     Any notice or communication by the Company, any Subsidiary Guarantor or the
Trustee to the others is duly given if in writing and delivered in Person or
mailed by first class mail (registered or certified, return receipt requested),
telex, telecopier or overnight courier guaranteeing next day delivery, to the
others' address:

     If to the Company and/or any Subsidiary Guarantor:

     AirGate PCS, Inc.
     233 Peachtree Street NE
     Suite 1700
     Atlanta, Georgia 30303
     Telecopier No.: (404) 832-2237
     Attention: General Counsel

     With a copy to:

     Winston & Strawn
     35 West Wacker Drive
     Chicago, IL  60601
     Telecopier No.:  (312) 558-5700
     Attention:  Robert F. Wall

     If to the Trustee:

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

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

     All notices and communications (other than those sent to Holders) shall be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt

                                       39

<PAGE>

acknowledged, if telecopied; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.

     Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication shall also be so mailed to any
Person described in TIA (S) 313(c), to the extent required by the TIA. Failure
to mail a notice or communication to a Holder or any defect in it shall not
affect its sufficiency with respect to other Holders.

     If a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it.

     If the Company mails a notice or communication to Holders, it shall mail a
copy to the Trustee and each Agent at the same time.

SECTION 12.03. COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.

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

SECTION 12.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

     Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:

     (a) an Officers' Certificate in form and substance reasonably satisfactory
to the Trustee (which shall include the statements set forth in Section 12.05
hereof) stating that, in the opinion of the signers, all conditions precedent
and covenants, if any, provided for in this Indenture relating to the proposed
action have been satisfied; and

     (b) an Opinion of Counsel in form and substance reasonably satisfactory to
the Trustee (which shall include the statements set forth in Section 12.05
hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied.

SECTION 12.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

     Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA (S) 314(a)(4)) shall comply with the provisions of TIA (S)
314(e) and shall include:

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

     (b) 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;

                                       40

<PAGE>

     (c) a statement that, in the opinion of such Person, he or she 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
satisfied; and

     (d) a statement as to whether or not, in the opinion of such Person, such
condition or covenant has been satisfied.

SECTION 12.06. RULES BY TRUSTEE AND AGENTS.

     The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

SECTION 12.07. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
STOCKHOLDERS.

     No past, present or future director, officer, employee, incorporator or
stockholder of the Company or any Subsidiary Guarantor, as such, shall have any
liability for any obligations of the Company or such Subsidiary Guarantor under
the Notes, the Subsidiary Guarantees, this Indenture or for any claim based

     on, in respect of, or by reason of, such obligations or their creation.
Each Holder by accepting a Note waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the Notes.

SECTION 12.08. GOVERNING LAW.

     THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

SECTION 12.09. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

     This Indenture may not be used to interpret any other indenture, loan or
debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

SECTION 12.10. SUCCESSORS.

     All agreements of the Company in this Indenture and the Notes shall bind
its successors. All agreements of the Trustee in this Indenture shall bind its
successors. All agreements of each Subsidiary Guarantor in this Indenture shall
bind its successors.

SECTION 12.11. SEVERABILITY.

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

                                       41

<PAGE>

SECTION 12.12. COUNTERPART ORIGINALS.

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

SECTION 12.13. TABLE OF CONTENTS, HEADINGS, ETC.

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


                         [Signatures on following page]


                                       42



<PAGE>
                                   SIGNATURES
                                   ----------


Dated as of ___________              AIRGATE PCS, INC.


                                     By:________________________________________
                                        Name:
                                        Title:

                                     [SUBSIDIARY GUARANTORS]


                                     By:________________________________________
                                        Name:
                                        Title: