Exhibit 4.3










                              SPRINT SPECTRUM L.P.
                      SPRINT SPECTRUM FINANCE CORPORATION,

                                   as Issuers,

                                       and

                              THE BANK OF NEW YORK,

                                   as Trustee

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

                                    INDENTURE

                           Dated as of August 15, 1996

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

                    $500,000,000 Principal Amount at Maturity

                     12 1/2% Senior Discount Notes due 2006











<PAGE>


                              CROSS-REFERENCE TABLE


TIA Section                                                    Indenture Section

ss. 310(a)(1)    ..............................................       7.10; 11.1
     (a)(2)    ................................................       7.10; 11.1
     (a)(3)    ................................................             N.A.
     (a)(4)    ................................................             N.A.
     (b)       ................................................  7.8; 7.10; 11.2
     (c)       ................................................             N.A.
ss. 311(a)       ..............................................             7.11
     (b)       ................................................             7.11
     (c)       ................................................             N.A.
ss. 312(a)       ..............................................              2.5
     (b)       ................................................             11.3
     (c)       ................................................             11.3
ss. 313(a)       ..............................................              7.6
     (b)(1)    ................................................              7.6
     (b)(2)    ................................................              7.6
     (c)       ................................................        7.6; 11.2
     (d)       ................................................              7.6
ss. 314(a)       ..............................................   4.6; 4.7; 11.2
     (b)       ................................................             N.A.
     (c)(1)    ................................................             11.4
     (c)(2)    ................................................             11.4
     (c)(3)    ................................................             11.4
     (d)       ................................................             N.A.
     (e)       ................................................             11.5
     (f)       ................................................             N.A.
ss. 315(a)       ..............................................           7.1(b)
     (b)       ................................................        7.5; 11.2
     (c)       ................................................           7.1(a)
     (d)       ................................................           7.1(c)
     (e)       ................................................             6.11
ss. 316(a) (last sentence) ....................................              2.9
     (a)(1)(A) ................................................              6.5
     (a)(1)(B) ................................................              6.4
     (a)(2)    ................................................             N.A.
     (b)       ................................................              6.7
ss. 317(a)(1)    ..............................................              6.8
     (a)(2)    ................................................              6.9
     (b)       ................................................              2.4
ss. 318(a)       ..............................................             11.1
--------------------

N.A. means Not Applicable.

NOTE:This  Cross-Reference  Table shall not, for any purpose,  be deemed to be a
part of this Indenture.

<PAGE>


                                TABLE OF CONTENTS


Section                                                                     Page

                                    ARTICLE I

                                 DEFINITIONS AND
                           INCORPORATION BY REFERENCE

1.1               Definitions..........................................        1
1.2               Incorporation by Reference of Trust
                      Indenture Act....................................       23
1.3               Rules of Construction................................       23

                                   ARTICLE II

                                 THE SECURITIES

2.1               Form and Dating......................................       24
2.2               Execution and Authentication.........................       24
2.3               Registrar and Paying Agent...........................       25
2.4               Paying Agent To Hold Money in Trust..................       25
2.5               Securityholder Lists.................................       26
2.6               Transfer and Exchange................................       26
2.7               Replacement Securities...............................       27
2.8               Outstanding Securities...............................       27
2.9               Treasury Securities..................................       28
2.10              Temporary Securities.................................       28
2.11              Cancellation.........................................       28
2.12              Defaulted Interest...................................       28
2.13              CUSIP Number.........................................       29
2.14              Deposit of Moneys....................................       29

                                   ARTICLE III

                                   REDEMPTION

3.1               Election To Redeem; Notices to Trustee...............       29
3.2               Selection of Securities To Be Redeemed...............       30
3.3               Notice of Redemption.................................       30
3.4               Effect of Notice of Redemption.......................       32
3.5               Deposit of Redemption Price..........................       32
3.6               Securities Redeemed in Part..........................       32

                                   ARTICLE IV

                                    COVENANTS

4.1               Payment of Securities................................       32
4.2               Maintenance of Office or Agency......................       33
4.3               Corporate or Partnership Existence...................       33
4.4               Payment of Taxes and Other Claims....................       34
4.5               Maintenance of Properties; Insurance;
                      Books and Records; Compliance with Law...........       34
4.6               Compliance Certificates..............................       35
4.7               Reports..............................................       35
4.8               Limitation on Additional Indebtedness................       36
4.9               Limitation on Restricted Payments....................       38
4.10              Limitation on Liens Securing Certain
                      Indebtedness.....................................       41
4.11              Limitation on Issuance of Certain Guarantees
                      by, and Debt Securities of, Restricted
                      Subsidiaries.....................................       41
4.12              Limitation on Dividends and Other Payment
                      Restrictions Affecting Restricted
                      Subsidiaries.....................................       41
4.13              Disposition of Proceeds of Asset Sales...............       42
4.14              Limitation on Transactions with Equityholders
                      and Affiliates...................................       46
4.15              Change of Control....................................       47
4.16              Limitation on Designations of Unrestricted
                      Subsidiaries.....................................       49
4.17              Limitation on Activities of the Issuers and
                      the Restricted Subsidiaries......................       51
4.18              Limitation on Ownership of Equity Interests
                      of Restricted Subsidiaries.......................       51
4.19              Amendments to Capital Contribution
                      Agreement........................................       52
4.20              Waiver of Stay, Extension or Usury Laws..............       52

                                    ARTICLE V

                              SUCCESSOR CORPORATION

5.1               Consolidation, Merger, Sale of Assets, Etc...........       52
5.2               Successor Entity Substituted.........................       54
5.3               Status of Subsidiaries...............................       55

                                   ARTICLE VI

                              DEFAULT AND REMEDIES

6.1               Events of Default....................................       55
6.2               Acceleration.........................................       57
6.3               Other Remedies.......................................       58
6.4               Waiver of Past Default...............................       58
6.5               Control by Majority..................................       58
6.6               Limitation on Suits..................................       59
6.7               Rights of Holders To Receive Payment.................       59
6.8               Collection Suit by Trustee...........................       60
6.9               Trustee May File Proofs of Claim.....................       60
6.10              Priorities...........................................       61
6.11              Undertaking for Costs................................       61

                                   ARTICLE VII

                                     TRUSTEE

7.1               Duties of Trustee....................................       61
7.2               Rights of Trustee....................................       63
7.3               Individual Rights of Trustee.........................       64
7.4               Trustee's Disclaimer.................................       64
7.5               Notice of Defaults...................................       65
7.6               Reports by Trustee to Holders........................       65
7.7               Compensation and Indemnity...........................       66
7.8               Replacement of Trustee...............................       66
7.9               Successor Trustee by Merger, Etc.....................       67
7.10              Eligibility; Disqualification........................       67
7.11              Preferential Collection of Claims Against
                      Issuers..........................................       68
7.12              Money Held in Trust..................................       68
7.13              Preferred Collection of Claims.......................       68

                                  ARTICLE VIII

                       DISCHARGE OF INDENTURE; DEFEASANCE

8.1               Satisfaction and Discharge...........................       68
8.2               Legal Defeasance and Covenant Defeasance..............      69
8.3               Application of Trust Money...........................       72
8.4               Repayment to the Issuers or a Subsidiary
                      Guarantor........................................       72
8.5               Reinstatement........................................       73

                                   ARTICLE IX

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

9.1               Without Consent of Holders...........................       74
9.2               With Consent of Holders..............................       74
9.3               Compliance with Trust Indenture Act..................       76
9.4               Revocation and Effect of Amendments and
                      Consents.........................................       76
9.5               Notation on or Exchange of Securities.................      77
9.6               Trustee To Sign Amendments, Etc......................       77

                                    ARTICLE X

                                    GUARANTEE

10.1              Unconditional Guarantee..............................       77
10.2              Severability.........................................       78
10.3              Limitation of Liability..............................       78
10.4              Subsidiary Guarantors May Consolidate, etc.,
                      on Certain Terms.................................       80
10.5              Contribution.........................................       80
10.6              Waiver of Subrogation................................       81
10.7              Execution of Guarantee...............................       82
10.8              Waiver of Stay, Extension or Usury Laws..............       82

                                   ARTICLE XI

                                  MISCELLANEOUS

11.1              Trust Indenture Act Controls.........................       82
11.2              Notices..............................................       82
11.3              Communications by Holders with Other Holders.........       83
11.4              Certificate and Opinion of Counsel as to
                      Conditions Precedent.............................       83
11.5              Statements Required in Certificate and Opinion
                      of Counsel.......................................       84
11.6              Rules by Trustee, Paying Agent, Registrar............       84
11.7              Legal Holidays.......................................       84
11.8              Governing Law........................................       85
11.9              No Recourse Against Others...........................       85
11.10             Successors...........................................       85
11.11             Duplicate Originals..................................       85
11.12             Joint and Several Obligation.........................       85
11.13             Separability.........................................       86
11.14             Table of Contents, Headings, Etc.....................       86

SIGNATURES        .....................................................       93

EXHIBIT A                  -      Form of Security
EXHIBIT B                  -      Form of Subsidiary Guarantee


<PAGE>


                  INDENTURE  dated as of August  15,  1996 by and  among  SPRINT
SPECTRUM L.P., a Delaware limited  partnership (the "Company"),  SPRINT SPECTRUM
FINANCE  CORPORATION,  a Delaware  corporation  ("FinCo" and,  together with the
Company,  the  "Issuers"),  and  THE  BANK  OF  NEW  YORK,  a New  York  banking
corporation, as Trustee (the "Trustee").

                  The Issuers have duly authorized the execution and delivery of
this  Indenture  to provide for the issuance of the  Securities  to be issued as
provided for in this Indenture.  All things necessary to make the Securities the
valid and binding obligations of the Issuers, and to make this Indenture a valid
and binding agreement of each of the Issuers, have been done.

                  The  parties  hereto  agree as follows for the benefit of each
other and for the equal and ratable benefit of the Holders of the Securities:

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

                  SECTION I.1       Definitions.

                  "Accreted Value" as of any date (the "Specified  Date") means,
with respect to each $1,000 principal amount at maturity of the Securities:

                    (i) if the  Specified  Date  is one of the  following  dates
         (each a "Semi-Annual Accrual Date"), the amount set forth opposite such
         date below:

                  Semi-Annual                                           Accreted
                  Accrual Date                                            Value

                  Issue Date........................................    $546.87
                  February 15, 1997.................................     579.48
                  August 15, 1997...................................     615.70
                  February 15, 1998.................................     654.18
                  August 15, 1998...................................     695.07
                  February 15, 1999.................................     735.51
                  August 15, 1999...................................     784.66
                  February 15, 2000.................................     833.71
                  August 15, 2000...................................     885.81
                  February 15, 2001.................................     941.18
                  August 15, 2001...................................  $1,000.00;

                   (ii) if the  Specified  Date occurs  between two  Semi-Annual
         Accrual Dates,  the sum of (a) the Accreted  Value for the  Semi-Annual
         Accrual Date immediately preceding the Specified Date and (b) an amount
         equal to the  product  of (x) the  Accreted  Value for the  immediately
         following  Semi-Annual  Accrual  Date less the  Accreted  Value for the
         immediately preceding Semi-Annual Accrual Date and (y) a fraction,  the
         numerator  of which is the  number of days  actually  elapsed  from the
         immediately  preceding  Semi-Annual  Accrual Date to the Specified Date
         and the denominator of which is 180; and

                  (iii)  if the Specified Date is after August 15, 2001, $1,000.

                  "Acquired   Indebtedness"   means  Indebtedness  of  a  Person
existing at the time such Person  becomes a Restricted  Subsidiary or assumed in
connection  with an  Asset  Acquisition  by such  Person  and  not  incurred  in
connection  with,  or in  anticipation  of,  such Person  becoming a  Restricted
Subsidiary or such Asset Acquisition.

                  "Affiliate"  of any  specified  Person  means any other Person
which, directly or indirectly,  controls, is controlled by or is under direct or
indirect  common control with, such specified  Person.  For the purposes of this
definition,  (i) "control"  when used with respect to any Person means the power
to direct the  management  and policies of such Person,  directly or indirectly,
whether  through the ownership of voting  securities,  by contract or otherwise,
and the terms  "controlling" and "controlled"  have meanings  correlative to the
foregoing  and (ii) each of the  Partners  shall be deemed an  Affiliate  of the
Company.

                  "Affiliate Transaction" has the meaning provided in Section 
4.14.

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

                  "Annualized Pro Forma Consolidated  Operating Cash Flow" means
Consolidated  Operating  Cash Flow for the latest two full fiscal  quarters  for
which consolidated  financial statements of the Company are available multiplied
by two. For purposes of calculating  "Consolidated  Operating Cash Flow" for any
period for purposes of this  definition  only, (i) any Subsidiary of the Company
that is a Restricted  Subsidiary on the date of the  transaction  giving rise to
the need to calculate  "Annualized Pro Forma  Consolidated  Operating Cash Flow"
(the "Transaction Date") shall be deemed to have been a Restricted Subsidiary at
all times during such period and (ii) any  Subsidiary of the Company that is not
a Restricted Subsidiary on the Transaction Date shall be deemed not to have been
a  Restricted  Subsidiary  at any time  during such  period.  In addition to and
without  limitation  of the  foregoing,  for purposes of this  definition  only,
"Consolidated  Operating Cash Flow" shall be calculated after giving effect on a
pro forma basis for the  applicable  period to, without  duplication,  any Asset
Sales  or  Asset  Acquisitions   (including,   without  limitation,   any  Asset
Acquisition  giving rise to the need to make such calculation as a result of the
Company or one of the Restricted  Subsidiaries (including any Person who becomes
a  Restricted  Subsidiary  as a  result  of the  Asset  Acquisition)  incurring,
assuming or otherwise being liable for Acquired  Indebtedness)  occurring during
the period  commencing on the first day of such two fiscal quarter period to and
including the Transaction Date (the "Reference  Period"),  as if such Asset Sale
or Asset Acquisition occurred on the first day of the Reference Period.

                  "APC" means  American PCS, L.P., a  Delaware  limited partner-
ship.

                  "Asset   Acquisition"   means  (i)  any   purchase   or  other
acquisition (by means of transfer of cash or other property to others or payment
for  property or services  for the account or use of others,  or  otherwise)  of
Equity Interests of any Person by the Company or any Restricted  Subsidiary,  in
either case, pursuant to which such Person shall become a Restricted  Subsidiary
or shall be merged with or into the Company or any Restricted Subsidiary or (ii)
any acquisition by the Company or any Restricted Subsidiary of the assets of any
Person  which  constitute  substantially  all of an  operating  unit  or line of
business of such Person.

                  "Asset  Sale" means any direct or indirect  sale,  conveyance,
transfer,  lease or other  disposition to any Person other than the Company or a
Wholly-Owned  Restricted  Subsidiary,  in one transaction or a series of related
transactions, of (i) any Equity Interests of any Restricted Subsidiary, (ii) any
FCC license for the  provision of wireless  telecommunications  services held by
the Company or any Restricted Subsidiary (whether by sale of Equity Interests or
otherwise) or (iii) any other property or asset of the Company or any Restricted
Subsidiary outside of the ordinary course of business.  For the purposes of this
definition,  the  term  "Asset  Sale"  shall  not  include  any  disposition  of
properties  or  assets  of  the  Company  or  one  or  more  of  the  Restricted
Subsidiaries in a transaction that either (x) involves  aggregate  consideration
of $5.0 million or less or (y) is governed by and complies with Section 5.1.

                  "Asset Sale Offer" has the meaning provided in Section 4.13.

                  "Asset Sale Payment Date" has the meaning provided in Section 
4.13.

                  "Available  Operating  Cash Flow" means,  for any period,  the
positive cumulative Consolidated Operating Cash Flow realized during such period
or, if such  cumulative  Consolidated  Operating  Cash  Flow for such  period is
negative,  the negative amount by which cumulative  Consolidated  Operating Cash
Flow is less than zero.

                  "Average Life to Stated Maturity"  means,  with respect to any
Indebtedness, as at any date of determination, the quotient obtained by dividing
(i) the sum of the products of (a) the number of years (or any fraction thereof)
from  such  date to the  date or dates of each  successive  scheduled  principal
payment (including,  without limitation,  any sinking fund requirements) of such
Indebtedness multiplied by (b) the amount of each such principal payment by (ii)
the sum of all such principal payments.

                  "Bank   Credit   Facility"   means   the   credit   facilities
contemplated  by the  Commitment  Letter  dated June 7, 1996 among the  Company,
Chase  Securities Inc. and Chemical Bank, as the same may be amended,  modified,
renewed, refunded, replaced or refinanced from time to time.

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

                  "Board" of any Person means the board of directors, management
committee  or  other  governing  body  of  such  Person.  For  purposes  of this
definition, while the Company is a partnership, "Board" shall mean, with respect
to the Company, the Partnership Board established under the Holdings Partnership
Agreement and any Person to whom  appropriate  authority  has been  delegated by
such Partnership Board.

                  "Business  Day" means any day except a  Saturday,  a Sunday or
any day on which  banking  institutions  in New York,  New York or Kansas  City,
Missouri,  are required or authorized by law or other governmental  action to be
closed.

                  "Cable Partner" means each of TCI Telephony  Services,  Inc., 
 Comcast  Telephony Service and Cox Telephony Partnership.

                  "Capitalized  Lease  Obligation"  means any  obligation to pay
rent or other amounts under a lease of (or other  agreement  conveying the right
to use) any property  (whether  real,  personal or mixed) that is required to be
classified and accounted for as a capital lease  obligation  under GAAP and, for
the purpose of this  Indenture,  the amount of such obligation at any date shall
be the  capitalized  amount thereof at such date,  determined in accordance with
GAAP.

                  "Cash Equivalents" means (i) any evidence of Indebtedness with
a maturity of 365 days or less issued by or directly,  fully and unconditionally
guaranteed  or  insured  by the  United  States  of  America  or any  agency  or
instrumentality  thereof  (provided that the full faith and credit of the United
States of America is pledged in support thereof); (ii) deposits, certificates of
deposit or  acceptances  with a maturity of 365 days or less of any  institution
that is a member of the  Federal  Reserve  System  having  combined  capital and
surplus and undivided profits of not less than $500.0 million;  (iii) commercial
paper with a maturity of 365 days or less issued by a corporation (other than an
Affiliate of the Company) incorporated or organized under the laws of the United
States or any state thereof or the District of Columbia and rated at least "A-1"
by S&P or "P-1" by Moody's;  (iv) repurchase  agreements and reverse  repurchase
agreements  relating to  marketable  direct  obligations  issued by or directly,
fully and unconditionally  guaranteed or insured by the United States of America
or any  agency or  instrumentality  thereof  (provided  that the full  faith and
credit of the United States of America is pledged in support  thereof),  in each
case,  maturing  within 365 days from the date of acquisition  and (v) any "Cash
Equivalents"  as defined in the Bank  Credit  Facility as in effect on the Issue
Date.

                  "Change  of  Control"  means  the  occurrence  of  any  of the
following  events:  (i) any  "person"  or  "group"  (as such  terms  are used in
Sections  13(d) and 14(d) of the Exchange Act) other than a Permitted  Holder or
Permitted  Holders  or a Person or group  controlled  by a  Permitted  Holder or
Permitted  Holders is or becomes  the  "beneficial  owner" (as  defined in Rules
13d-3 and 13d-5 under the Exchange Act,  except that a Person shall be deemed to
have "beneficial  ownership" of all securities that such Person has the right to
acquire, whether such right is exercisable immediately or only after the passage
of time,  upon the happening of an event or otherwise),  directly or indirectly,
of more  than  40% of the  total  Voting  Equity  Interests  of the  Company  or
Holdings; provided a Permitted Holder or Permitted Holders or a group controlled
by a Permitted Holder or Permitted Holders does not own a greater  percentage of
the total Voting  Equity  Interests of the Company or Holdings,  as the case may
be;  (ii) the  Company or Holdings  consolidates  with,  or merges with or into,
another  Person or  sells,  assigns,  conveys,  transfers,  leases or  otherwise
disposes of all or substantially  all of its assets to any Person, or any Person
consolidates with, or merges with or into, the Company or Holdings,  in any such
event pursuant to a transaction in which the outstanding Voting Equity Interests
of the Company or Holdings are converted into or exchanged for cash,  securities
or other property,  and immediately after such transaction a "person" or "group"
(as such terms are used in Sections  13(d) and 14(d) of the Exchange  Act) other
than a Permitted Holder or Permitted  Holders or a Person or group controlled by
a Permitted Holder or Permitted Holders is the "beneficial owner" (as defined in
Rules  13d-3 and 13d-5 under the  Exchange  Act,  except that a Person  shall be
deemed to have "beneficial ownership" of all securities that such Person has the
right to acquire,  whether such right is  exercisable  immediately or only after
the passage of time,  upon the happening of an event or otherwise),  directly or
indirectly,  of more  than  40% of the  total  Voting  Equity  Interests  of the
surviving or transferee Person; provided a Permitted Holder or Permitted Holders
or a Person or group controlled by a Permitted Holder or Permitted  Holders does
not own a  greater  percentage  of the total  Voting  Equity  Interests  of such
Person; and (iii) the approval by the holders of Equity Interests of the Company
or Holdings of any plan or proposal for the  liquidation  or  dissolution of the
Company or Holdings.

                  "Change of Control Date" has the meaning provided in Section
4.15.

                  "Change of Control Offer" has the meaning provided in Section 
4.15.

                  "Change of Control Payment Date" has the meaning provided in 
Section 4.15.

                  "Commission" means the Securities and Exchange Commission.

                  "Common Equity  Interests"  means (i) with respect to a Person
which is a corporation,  any and all shares,  interests or other  participations
in, and other equivalents  (however  designated and whether voting or nonvoting)
of, such Person's common stock and includes,  without limitation, all series and
classes of such common  stock and (ii) with  respect to a Person  which is not a
corporation, Equity Interests which have characteristics similar in all material
respects to those of common stock of a corporation.

                  "Company"  means  the  party  named as such in this  Indenture
until  a  successor  replaces  it in  accordance  with  the  provisions  of this
Indenture and, thereafter, means the successor.

                  "Consolidated  Income Tax Expense" means,  with respect to any
period, the provision for Federal,  state, local, foreign and other income taxes
of the Company and the Restricted  Subsidiaries for such period as determined on
a consolidated basis in accordance with GAAP.

                  "Consolidated  Interest  Expense"  means,  with respect to any
period, without duplication,  the sum of (i) the interest expense of the Company
and the Restricted  Subsidiaries for such period as determined on a consolidated
basis in  accordance  with  GAAP  and  shall,  in any  event,  include,  without
limitation,  (a) any  amortization  of debt  discount,  (b) the net  cost or net
benefit,  as the case may be, under any Currency  Agreements  and Interest  Rate
Protection  Obligations  (including  any  amortization  of  discounts),  (c) the
interest  portion  of any  deferred  payment  obligation,  (d) all  commissions,
discounts  and other fees and  charges  owed with  respect to letters of credit,
bills of exchange,  promissory notes and bankers'  acceptance  financing and (e)
all accrued interest,  (ii) all but the principal component of Capitalized Lease
Obligations paid,  accrued and/or scheduled to be paid or accrued by the Company
and  the  Restricted   Subsidiaries  during  such  period  as  determined  on  a
consolidated  basis in accordance  with GAAP and (iii) the  aggregate  amount of
dividends  and  distributions  paid or accrued  during such period in respect of
Preferred Equity Interests of the Company and the Restricted Subsidiaries (other
than such  dividends  or  distributions  paid or accrued  on or with  respect to
Preferred  Equity  Interests  owned by the Company or a Wholly-Owned  Restricted
Subsidiary) determined on a consolidated basis in accordance with GAAP.

                  "Consolidated  Net Income" means,  with respect to any period,
the net income (loss) of the Company and the  Restricted  Subsidiaries  for such
period as determined on a consolidated basis in accordance with GAAP,  adjusted,
to the extent  included in calculating  such net income,  by excluding,  without
duplication,  (i) all  extraordinary  gains or losses,  (ii) the  portion of net
income (but not  losses) of the  Company  allocable  to  minority  interests  in
unconsolidated   Persons,   except  to  the  extent  that  cash   dividends   or
distributions  have  actually  been  received by the  Company or any  Restricted
Subsidiary,  (iii) net income (or loss) of any Person  combined with the Company
or a Restricted Subsidiary on a "pooling of interests" basis attributable to any
period  prior to the date of  combination,  (iv)  gains in  respect of any Asset
Sales, (v) the net income of any Unrestricted  Subsidiary,  except to the extent
that cash dividends or distributions  have actually been received by the Company
or a Restricted  Subsidiary,  (vi) the portion of net income (but not losses) of
the Company allocable to minority  interests in Restricted  Subsidiaries  (other
than a  Subsidiary  Guarantor)  of such  person  and (vii) the net income of any
Restricted Subsidiary (other than a Subsidiary Guarantor) for such period to the
extent the declaration of dividends or similar  distributions by that Restricted
Subsidiary is not at the time permitted, directly or indirectly, by the terms of
its charter or any agreement, instrument, judgment, decree, order, statute, rule
or regulation applicable to that Restricted Subsidiary.

                  "Consolidated  Operating Cash Flow" means, with respect to any
period,   the  Consolidated  Net  Income  of  the  Company  and  the  Restricted
Subsidiaries  for such  period  (i)  increased  by (to the  extent  included  in
computing  Consolidated  Net  Income)  the sum of (a)  Consolidated  Income  Tax
Expense for such period; (b) Consolidated  Interest Expense for such period; (c)
depreciation  of the Company and the  Restricted  Subsidiaries  for such period,
determined on a consolidated  basis in accordance with GAAP; (d) amortization of
the Company and the Restricted Subsidiaries for such period, including,  without
limitation and without  duplication,  amortization of any Consolidated  Interest
Expense and amortization of capitalized debt issuance costs for such period, all
determined on a  consolidated  basis in accordance  with GAAP; and (e) any other
non-cash  charges  that were  deducted  in  computing  Consolidated  Net  Income
(excluding  any non-cash  charge  which  requires an accrual or reserve for cash
charges for any future  period) of the Company and the  Restricted  Subsidiaries
for such period in accordance with GAAP and (ii) decreased by any non-cash gains
that were included in computing Consolidated Net Income.

                  "consolidation"  means,  with  respect  to  the  Company,  the
consolidation of the accounts of the Restricted  Subsidiaries  with those of the
Company,  all in accordance with GAAP;  provided that  "consolidation"  will not
include  consolidation of the accounts of any  Unrestricted  Subsidiary with the
accounts of the Company.
The term "consolidated" has a correlative meaning to the foregoing.

                  "covenant defeasance" has the meaning provided in Section 8.2.

                  "Currency  Agreement"  means any  foreign  exchange  contract,
currency swap agreement or other similar  agreement or  arrangement  designed to
protect against fluctuations in currency values.

                  "Debt Instrument" has the meaning provided in Section 6.1.

                  "Debt  Securities"  means any debt  securities  (including any
guarantee  of such  securities)  issued  by any  Issuer  and/or  any  Restricted
Subsidiary in connection with a public offering (whether or not underwritten) or
a private placement  (provided such private placement is underwritten for resale
pursuant to Rule 144A,  Regulation S or otherwise  under the  Securities  Act or
sold on an agency basis by a  broker-dealer  or one of its  Affiliates  to 10 or
more beneficial  holders),  it being understood that the term "Debt  Securities"
shall not include any evidence of  Indebtedness  under any of the Vendor  Credit
Facilities or the Bank Credit  Facility or any other  commercial bank borrowings
or similar borrowings, recourse transfers of financial assets, capital leases or
other  types of  borrowings  incurred  in a manner not  customarily  viewed as a
"securities offering."

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

                  "Default Amount" means, (i) as of any date prior to August 15,
2001,  the Accreted  Value of all  outstanding  Securities  (plus any applicable
premium  thereon) as of such date and (ii) as of any date on or after August 15,
2001,  100% of the principal  amount at maturity of all  outstanding  Securities
(plus any applicable premium thereon), plus accrued and unpaid interest, if any,
thereon.

                  "Designation" has the meaning provided in Section 4.16.

                  "Designation Amount" has the meaning provided in Section 4.16.

                  "Disinterested   Director"   means,   with   respect   to  any
transaction or series of  transactions,  a member of the Board of the Company or
Holdings,  as the case may be,  other  than any such  Board  member  who has any
material  direct or  indirect  financial  interest  in or with  respect  to such
transaction or series of transactions.

                  "Disqualified  Equity  Interest"  means,  with  respect to any
Person,  any Equity Interest that, by its terms (or by the terms of any security
into which it is convertible or for which it is  mandatorily  exchangeable),  or
upon the happening of any event, matures or is mandatorily redeemable,  pursuant
to a sinking fund obligation or otherwise,  or is exchangeable  for Indebtedness
at the  option of the  holder  thereof,  or is  redeemable  at the option of the
holder  thereof,  in whole or in part, on or prior to the final maturity date of
the Securities.

                  "EquipmentCo" means Sprint Spectrum Equipment Company, L.P., a
Delaware limited partnership.

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

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

                  "Excess Proceeds" has the meaning provided in Section 4.13.

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

                  "Excluded Cash Proceeds"  means (i) any net cash proceeds used
to make a concurrent  Investment  constituting a Restricted  Payment pursuant to
clause  (iv) of the third  paragraph  of  Section  4.9 and (ii) the  first  $1.4
billion of net cash  proceeds  received by the Company  after  December 31, 1995
from capital  contributions  in respect of existing Equity Interests (other than
Disqualified  Equity  Interests) of the Company or from the issue or sale (other
than to a Restricted  Subsidiary) of Equity Interests  (other than  Disqualified
Equity  Interests) of the Company;  provided that (A) net cash proceeds referred
to in the immediately  preceding  clause (i), (B) net cash proceeds used to make
an  Investment  in APC or (C) net  cash  proceeds  used  to  make an  investment
pursuant to clauses (ii) or (iii)(a) of the third paragraph of Section 4.9 shall
not be  included  as part of the first $1.4  billion  referred to in this clause
(ii).

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

                  "FinCo" means the party named as such in this Indenture  until
a successor replaces it in accordance with the provisions of this Indenture and,
thereafter, means the successor.

                  "FCC" means the Federal Communications Commission.

                  "GAAP" means  generally  accepted  accounting  principles  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 may be approved by a  significant  segment of
the accounting profession of the United States of America,  which are applicable
on the Issue Date.

                  "guarantee"  means,  as  applied  to  any  obligation,  (i)  a
guarantee (other than by endorsement of negotiable instruments for collection in
the ordinary course of business),  directly or indirectly, in any manner, of any
part or all of such  obligation  and  (ii) an  agreement,  direct  or  indirect,
contingent or otherwise, the effect of which is to assure in any way the payment
or performance (or payment of damages in the event of non-performance) of all or
any  part  of  such  obligation  (other  than an  agreement  to  make a  capital
contribution  that  otherwise is permitted by Section 4.9),  including,  without
limiting  the  foregoing,  the  payment of amounts  drawn down under  letters of
credit.

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

                  "Holdings" means Sprint Spectrum Holding Company, L.P., a Del-
aware limited partnership.

                  "Holdings   Partnership   Agreement"  means  the  Amended  and
Restated  Agreement of Limited  Partnership  of Holdings dated as of January 31,
1996.

                  "incur" has the meaning provided in Section 4.8.

                  "Indebtedness"  means,  with  respect to any  Person,  without
duplication, (i) any liability,  contingent or otherwise, of such Person (a) for
borrowed money (whether or not the recourse of the lender is to the whole of the
assets of such Person or only to a portion thereof),  whether as a cash advance,
bill,  overdraft  or money market  facility  loan,  or (b)  evidenced by a note,
debenture or similar instrument or letters of credit (including a purchase money
obligation)  or by any  book-entry  mechanism  or (c) for the  payment  of money
relating to a Capitalized  Lease Obligation or other obligation  relating to the
deferred  purchase  price of  property  or (d) in respect of any  Interest  Rate
Protection Obligation or any Currency Agreement; (ii) any liability of others of
the kind  described in the preceding  clause (i) which the Person has guaranteed
or which is otherwise its legal  liability;  (iii) any  obligation  secured by a
Lien to which the property or assets of such Person are subject,  whether or not
the obligations secured thereby shall have been assumed by or shall otherwise be
such Person's legal liability; and (iv) the greater of the maximum repurchase or
redemption price or liquidation  preference of any Disqualified Equity Interests
of such Person or, with respect to any Restricted  Subsidiary of such Person, of
any Equity  Interests  (other than Common Equity  Interests) of such  Restricted
Subsidiary.  In no event shall "Indebtedness" include trade payables incurred in
the ordinary course of business. For purposes of Section 4.8 and for purposes of
Section 6.1, in determining the principal  amount of any  Indebtedness (l) to be
incurred by the Company or a Restricted  Subsidiary or which is  outstanding  at
any date, (x) the principal  amount of any  Indebtedness  which provides that an
amount less than the principal  amount thereof shall be due upon any declaration
of  acceleration  thereof  shall be the  accreted  value  thereof at the date of
determination  and (y)  effect  shall  be given to the  impact  of any  Currency
Agreements  with respect to such  Indebtedness  and (2)  outstanding at any time
under any Currency  Agreement of the Company or any Restricted  Subsidiary,  the
principal  amount  shall  be the net  payment  obligation  under  such  Currency
Agreement at such time.

                  "Indenture"  means this  Indenture as amended or  supplemented
from time to time pursuant to the terms hereof.

                  "Independent  Financial  Advisor" means an investment  banking
firm of national standing in the United States which, in the good faith judgment
of the Board of the Company,  is independent with respect to the Company and its
Affiliates and qualified to perform the task for which it is to be engaged.

                  "Interest  Payment  Date,"  when  used  with  respect  to  any
Security,  means the stated maturity of an installment of interest  specified in
such Security.

                  "Interest Rate Protection  Obligation" means the obligation of
any Person pursuant to any arrangement  with any other Person whereby,  directly
or  indirectly,  such Person is entitled to receive  from time to time  periodic
payments calculated by applying either a floating or a fixed rate of interest on
a stated notional  amount in exchange for periodic  payments made by such Person
calculated  by  applying  a fixed or a  floating  rate of  interest  on the same
notional  amount and shall  include,  without  limitation,  interest rate swaps,
caps, floors, collars, forward interest rate agreements and similar agreements.

                  "Investment"  means, with respect to any Person,  any advance,
loan or other extension of credit (including,  without  limitation,  by means of
any guarantee) or any capital  contribution to (by means of transfer of property
to others, payment for property or services for the account or use of others, or
otherwise), or any purchase or other acquisition of any Equity Interests, bonds,
notes,  debentures or other  securities  of, any such Person.  In addition,  any
foreign exchange  contract,  currency swap agreement or other similar  agreement
made or entered  into by any  Person  shall  constitute  an  Investment  by such
Person.

                  "Issue Date" means the date of original issuance of Securities
under this Indenture.

                  "Issuers" means the Company and FinCo.

                  "legal defeasance" has the meaning provided in Section 8.2.

                  "Legal Holiday" means any day other than a Business Day.

                  "Lien" means any mortgage,  charge, pledge, lien (statutory or
other), security interest, hypothecation or assignment for security.

                  "Lucent   Credit   Facility"   means   the   credit   facility
contemplated  by the  commitment  letter dated June 21, 1996 between the Company
and Lucent Technologies,  Inc., as the same may be amended,  modified,  renewed,
refunded, replaced or refinanced from time to time.

                  "Material   Restricted   Subsidiary"   means  any   Restricted
Subsidiary  which,  at  any  date  of  determination,   is  (i)  a  "Significant
Subsidiary"  (as that term is defined  in  Regulation  S-X,  as in effect on the
Issue Date,  issued under the Securities Act), and/or (ii) holds any FCC license
for the transmission of wireless telecommunications services and/or (iii) any of
WirelessCo, RealtyCo or EquipmentCo.

                  "Maturity Date" means, with respect to any Security,  the date
specified in such Security as the fixed date on which principal of such Security
is due and payable.

                  "Moody's" means Moody's Investors Service, Inc.

                  "Net Cash Proceeds" means, with respect to any Asset Sale, the
proceeds  therefrom in the form of cash or Cash Equivalents,  including payments
in respect of deferred payment  obligations when received in the form of cash or
Cash Equivalents,  net of (i) brokerage  commissions and other fees and expenses
(including fees and expenses of legal counsel and investment bankers) related to
such Asset Sale, (ii) provisions for all taxes payable as a result of such Asset
Sale, (iii) amounts required to be paid to any Person (other than the Company or
any Restricted  Subsidiary) owning a beneficial  interest in or having a Lien on
the assets subject to the Asset Sale and (iv) appropriate amounts to be provided
by the Company or any  Restricted  Subsidiary,  as the case may be, as a reserve
required in accordance  with GAAP against any  liabilities  associated with such
Asset Sale and retained by the Company or any Restricted Subsidiary, as the case
may be, after such Asset Sale, including, without limitation,  pension and other
post-employment  benefit  liabilities and liabilities under any  indemnification
obligations associated with such Asset Sale.

                  "Nortel   Credit   Facility"   means   the   credit   facility
contemplated  by the  commitment  letter dated June 11, 1996 between the Company
and  Northern  Telecom  Inc.,  as the same may be  amended,  modified,  renewed,
refunded, replaced or refinanced from time to time.

                  "Obligations"  means any  principal of,  premium,  if any, and
interest on, and any other amounts owing in respect of, the  Securities  payable
pursuant to the terms of the Securities or this Indenture or upon  acceleration,
including  amounts  received  upon the exercise of rights of rescission or other
rights of action  (including  claims for  damages) or  otherwise,  to the extent
relating to the purchase  price of the  Securities or amounts  corresponding  to
such  principal,  premium,  if any,  interest  on, or other  amounts  owing with
respect to, the Securities.

                  "Officer" means the Chief Executive  Officer,  Chairman of the
Partnership  Board,  the  President,  any Vice  President,  the Chief  Financial
Officer, the Treasurer,  the Secretary,  the Chief Technology Officer, the Chief
Business Development Officer, the Chief Public Relations Officer or any Director
or Partnership  Board  Representative of either of the Issuers or any Subsidiary
Guarantor, as the case may be.

                  "Officers'  Certificate"  means a  certificate  signed  by two
Officers or by an Officer and an Assistant  Treasurer or Assistant  Secretary of
either of the Issuers or any Subsidiary Guarantor, as the case may be.

                  "Opinion  of  Counsel"  means a  written  opinion  from  legal
counsel  who is  acceptable  to the  Trustee,  which may  include an  individual
employed as counsel to an Issuer or a Subsidiary Guarantor.

                  "Other  Senior  Debt Pro Rata  Share"  means the amount of the
applicable  Excess  Proceeds  obtained by multiplying  the amount of such Excess
Proceeds by a fraction,  (i) the  numerator of which is the  aggregate  accreted
value and/or principal  amount,  as the case may be, of all Indebtedness  (other
than (x) the Securities and (y) Subordinated  Indebtedness) of an Issuer and any
Subsidiary  Guarantor  outstanding at the time of the Asset Sale with respect to
which an Issuer or a  Subsidiary  Guarantor,  as the case may be, is required to
use Excess  Proceeds to repay or make an offer to purchase or repay and (ii) the
denominator  of  which  is the sum of (a) the  aggregate  Accreted  Value of all
Securities  outstanding  at the time of the Asset Sale Offer,  (b) the aggregate
principal  amount of all Senior Notes  outstanding at the time of the Asset Sale
Offer and (c) the aggregate principal amount or the aggregate accreted value, as
the  case  may  be,  of  all  other   Indebtedness   (other  than   Subordinated
Indebtedness) of an Issuer or a Subsidiary Guarantor  outstanding at the time of
the Asset Sale Offer with respect to which an Issuer or a Restricted Subsidiary,
as the case may be, is required to use the Excess  Proceeds to offer to repay or
make an offer to purchase.

                  "Pari Passu Debt  Securities"  means any Debt  Securities (and
any  guarantee of any Debt  Security)  which would not  constitute  Subordinated
Indebtedness.

                  "Partners" means, collectively,  Sprint Enterprises, L.P., TCI
Telephony   Services,   Inc.,   Comcast  Telephony  Service  and  Cox  Telephony
Partnership,  to the extent  they are  Partners in  Holdings  and any  permitted
transferee  of such  Partner's  interest  pursuant to the  Holdings  Partnership
Agreement.

                  "Paying Agent" has the meaning provided in Section 2.3.

                  "Permitted  Assets" means property or assets that will be used
in a  Permitted  Business  referred  to in  clause  (i)  of  the  definition  of
"Permitted  Business"  (or Equity  Interests  of any Person  that will  become a
Restricted  Subsidiary  as a result of the  applicable  Asset Sale to the extent
such Person's operations consist of such a Permitted Business).

                  "Permitted Business" means (i) the delivery or distribution of
telecommunications, voice, data or video services, (ii) any business or activity
reasonably  related  thereto,   including,   without  limitation,  any  business
conducted by the Company or any Restricted  Subsidiary on the Issue Date and the
acquisition,  holding or exploitation of any license relating to the delivery of
the  services  described  in clause  (i) of this  definition  or (iii) any other
business or activity in which the Company and the  Restricted  Subsidiaries  are
expressly  contemplated to be engaged pursuant to the provisions of the Holdings
Partnership Agreement as in effect on the Issue Date.

                  "Permitted  Holder"  means  (i)  each of  Sprint  Corporation,
Tele-Communications,  Inc., Comcast Corporation and Cox Communications, Inc. and
the respective successors (by merger,  consolidation,  transfer or otherwise) to
all  or  substantially  all of  the  respective  businesses  and  assets  of the
foregoing,  (ii)  any  transferee  of the  assets  resulting  from  a  Permitted
Transaction and (iii) each Person  controlled by one or more Persons  identified
in clause (i) or (ii) of this definition.

                  "Permitted  Investments"  means  any  of  the  following:  (i)
Investments in any Restricted  Subsidiary (including any Person that pursuant to
such Investment  becomes a Restricted  Subsidiary) and any Person that is merged
or consolidated  with or into, or transfers or conveys all or substantially  all
of its assets to, the  Company  or any  Restricted  Subsidiary  at the time such
Investment is made; (ii) Investments in Cash  Equivalents;  (iii) Investments in
Currency  Agreements  and  Interest  Rate  Protection  Obligations  permitted by
Section 4.8;  (iv) loans or advances to officers or employees of the Company and
the  Restricted  Subsidiaries  in the ordinary  course of business for bona fide
business  purposes  of the Company and the  Restricted  Subsidiaries  (including
travel and moving  expenses)  not in excess of $5.0 million in the  aggregate at
any  one  time  outstanding;  (v)  Investments  in  evidences  of  Indebtedness,
securities or other property  received from another Person by the Company or any
of the Restricted  Subsidiaries in connection with any bankruptcy  proceeding or
by reason of a composition or readjustment of debt or a  reorganization  of such
Person or as a result of  foreclosure,  perfection or enforcement of any Lien in
exchange for evidences of  Indebtedness,  securities  or other  property of such
Person held by the Company or any of the Restricted  Subsidiaries,  or for other
liabilities  or  obligations  of such other  Person to the Company or any of the
Restricted  Subsidiaries  that were created in accordance with the terms of this
Indenture;  and  (vi)  Investments  made  by  the  Company  and  the  Restricted
Subsidiaries as a result of  consideration  received in connection with an Asset
Sale made in compliance with Section 4.13.

                  "Permitted  Transaction"  with  respect  to a Partner  means a
transaction or series of related  transactions  in which (i) such Partner ceases
to be a  Subsidiary  of its Parent or such Partner  Transfers  its Interest to a
Person  that is not a  Controlled  Affiliate  of such  Partner  and (ii) the new
Parent of such  Partner (or such  Partner if it is its own Parent) or the Parent
of the  transferee of the Interest after giving effect to such  transaction,  or
the last  transaction in a series of related  transactions,  owns,  directly and
indirectly through its Controlled  Affiliates,  all or a Substantial  Portion of
the cable  television  system  assets (in the case of a Cable  Partner)  or long
distance  telecommunications business assets (in the case of Sprint Corporation)
owned by the  Parent  of such  Partner,  directly  and  indirectly  through  its
Controlled Affiliates, immediately prior to the commencement of such transaction
or series of transactions.  As used herein,  "Substantial  Portion" means (x) in
the case of a Cable Partner, cable television systems serving 75% or more of the
aggregate number of basic subscribers  served by cable television systems in the
United States of America  (including its territories and possessions  other than
Puerto Rico) owned by the Parent of such Cable Partner,  directly and indirectly
through its Controlled  Affiliates,  and (y) in the case of Sprint  Corporation,
long  distance  telecommunications  business  assets  serving 75% or more of the
aggregate  number of customers  served by the long  distance  telecommunications
business  in the  United  States  of  America  (including  its  territories  and
possessions  other than Puerto Rico) owned by the Parent of Sprint  Corporation,
directly and indirectly through its Controlled Affiliates. All capitalized terms
used in this  definition and not otherwise  defined in this Indenture shall have
the meanings ascribed to them in the Holdings Partnership Agreement.

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

                  "principal"  of a debt  security  (including  the  Securities)
means the principal amount of the security plus, when appropriate,  the premium,
if any, on the security.  Such amount  shall,  if  applicable,  be calculated by
reference  to the last  sentence  of  "Indebtedness"  and,  with  respect to the
Securities,  shall mean the Accreted Value, plus any premium,  for periods prior
to August 15, 2001.

                  "Public Equity Offering" means an underwritten public offering
of Common Equity Interests made on a primary basis by the Company, Holdings or a
Special Purpose Corporation pursuant to a registration statement filed with, and
declared  effective by, the Commission in accordance  with the  Securities  Act;
provided that Holdings or the Special Purpose  Corporation,  as the case may be,
shall  contribute  as equity to, or purchase  Common  Equity  Interests  in, the
Company  with  proceeds  from the Initial  Public  Offering of not less than the
greater  of (x)  $100.0  million  or (y)  the  amount  required  to  effect  any
redemption pursuant to Paragraph 8 of the Securities.

                  "RealtyCo"  means  Sprint  Spectrum  Realty  Company,  L.P., a
Delaware limited partnership.

                  "Redemption  Date" means,  with respect to any  Security,  the
date on which such  Security is to be  redeemed  by the Company  pursuant to the
terms of the Securities.

                  "Refinancing  Indebtedness"  means  (i)  Indebtedness  of  the
Company to the extent the proceeds thereof are used solely to refinance (whether
by amendment,  renewal,  extension or refunding)  Indebtedness of the Company or
any of the  Restricted  Subsidiaries  and (ii)  Indebtedness  of any  Restricted
Subsidiary  to the extent the  proceeds  thereof  are used  solely to  refinance
(whether by amendment,  renewal,  extension or refunding)  Indebtedness  of such
Restricted Subsidiary, in each such event, incurred under the first paragraph of
Section 4.8 or clause (a) of the second paragraph of such Section; provided that
(a) the principal amount of Refinancing  Indebtedness  incurred pursuant to this
definition  (or, if such  Refinancing  Indebtedness  provides for an amount less
than the principal  amount  thereof to be due and payable upon a declaration  of
acceleration of the maturity thereof,  the accreted value of such  Indebtedness)
shall not exceed the principal  amount or accreted value, as the case may be, of
the Indebtedness refinanced,  plus the amount of any premium required to be paid
in connection with such refinancing  pursuant to the terms of such  Indebtedness
or the amount of any premium  reasonably  determined by the Board of the Company
as  necessary  to  accomplish  such  refinancing  by means of a tender  offer or
privately  negotiated  purchase,  plus the  amount  of  reasonable  expenses  in
connection therewith and (b) in the case of Refinancing Indebtedness incurred by
an Issuer or a Subsidiary  Guarantor,  such  Indebtedness has an Average Life to
Stated  Maturity  greater than or equal to either (A) the Average Life to Stated
Maturity of the  Indebtedness  refinanced or (B) the  remaining  Average Life to
Stated Maturity of the Securities and (iii) if the Indebtedness to be refinanced
is  Subordinated  Indebtedness  of an  Issuer  or a  Subsidiary  Guarantor,  the
Indebtedness  to  be  incurred   pursuant  to  this  definition  shall  also  be
Subordinated  Indebtedness  of  the  Issuer  or  the  Subsidiary  Guarantor,  as
applicable, whose Indebtedness is to be refinanced.

                  "Registrar" has the meaning provided in Section 2.3.

                  "Replacement Assets" has the meaning provided in Section 4.13.

                  "Resolution"  means,  with respect to any Person,  a copy of a
resolution  certified by the Secretary or Assistant  Secretary of such Person to
have been duly  adopted  by its Board and to be in full  force and effect on the
date of such certification, and delivered to the Trustee.

                  "Restricted  Payment"  means  any of the  following:  (i)  the
declaration or payment of any dividend or  distribution  on Equity  Interests of
the Company or any  Restricted  Subsidiary  or any payment made to the direct or
indirect  holders (in their  capacities as such),  including any Special Purpose
Corporation,  of Equity  Interests of the Company or any  Restricted  Subsidiary
(other than dividends or  distributions)  (a) payable solely in Equity Interests
(other  than  Disqualified  Equity  Interests)  of the  Company  or in  options,
warrants or other rights to purchase Equity Interests  (other than  Disqualified
Equity  Interests)  of the  Company,  (b) paid to the Company or a  Wholly-Owned
Restricted Subsidiary or (c) paid in respect of Equity Interests of a Restricted
Subsidiary  to  Persons  other  than  the  Company  or  Wholly-Owned  Restricted
Subsidiaries  (on not more  favorable  than a pro rata basis with  dividends  or
distributions then being paid in respect of Equity Interests held by the Company
or a Wholly-Owned Restricted Subsidiary); (ii) the purchase, redemption or other
acquisition or retirement for value of any Equity  Interests of the Company or a
Restricted Subsidiary (other than any such Equity Interests owned by the Company
or a  Wholly-Owned  Restricted  Subsidiary);  (iii) the making of any  principal
payment on, or the  purchase,  redemption,  defeasance or other  acquisition  or
retirement for value, prior to any scheduled  maturity,  scheduled  repayment or
scheduled sinking fund payment, of any Subordinated Indebtedness of an Issuer or
any Subsidiary Guarantor (other than any such subordinated Indebtedness owned by
the Company or a Restricted  Subsidiary);  or (iv) the making of any  Investment
(other than a Permitted Investment) in any Person (other than an Investment by a
Restricted  Subsidiary  in the  Company  or an  Investment  by the  Company or a
Restricted Subsidiary in either (x) a Restricted Subsidiary or (y) a Person that
becomes a Restricted Subsidiary as a result of such Investment).

                  "Restricted  Subsidiary"  means any  Subsidiary of the Company
that has not  been  designated  by the  Board of the  Company,  by a  Resolution
delivered  to the  Trustee,  as an  Unrestricted  Subsidiary  pursuant to and in
compliance  with  Section  4.16.  Any  such  Designation  may  be  revoked  by a
Resolution of the Company delivered to the Trustee, subject to the provisions of
such Section.

                  "Revocation" has the meaning provided in Section 4.16.

                  "S&P" means Standard & Poor's Corporation.

                  "Securities"  means the 12 1/2% Senior Discount Notes Due 2006
issued,  authenticated  and  delivered  under  this  Indenture,  as  amended  or
supplemented from time to time pursuant to the terms of this Indenture.

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

                  "Senior Notes" means the 11% Senior Notes due 2006 of the 
Issuers.

                  "Senior Notes  Indenture"  means the  indenture  governing the
Senior  Notes  dated as of August 15, 1996 by and among the Issuers and The Bank
of New York, as Trustee, as amended or supplemented from time to time.

                  "Special Purpose  Corporation"  means a corporation  formed to
own Common Equity Interests of the Company or Holdings.

                  "Subordinated  Debt Securities" means any Debt Securities (and
any  guarantee  of  any  Debt  Security)  that  would  constitute   Subordinated
Indebtedness.

                  "Subordinated   Indebtedness"   of  any   Person   means   any
Indebtedness  of such Person that is expressly  subordinated in right of payment
to any other Indebtedness of such Person.

                  "Subsidiary"  means,  with  respect  to any  Person,  (i)  any
corporation of which the outstanding Equity Interests having at least a majority
of the votes entitled to be cast in the election of directors  shall at the time
be owned,  directly or indirectly,  by such Person,  or (ii) any other Person of
which at  least a  majority  in  value of  Equity  Interests  or  Voting  Equity
Interests is at the time, directly or indirectly, owned by such Person.

                  "Subsidiary Guarantee" has  the  meaning provided  in  Section
4.11.

                  "Subsidiary  Guarantor"  means a  Restricted  Subsidiary  that
issues a Subsidiary Guarantee pursuant to Section 4.11.

                  "Surviving Entity" has the meaning provided in Section 5.1.

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

                  "Total  Consolidated  Indebtedness"  means,  at  any  date  of
determination,  an  amount  equal  to  the  aggregate  principal  amount  of all
Indebtedness  of the Company and the Restricted  Subsidiaries  outstanding as of
the date of determination.

                  "Total Invested  Capital" means, at any time of determination,
the sum of, without  duplication,  (i) the total amount of equity contributed to
the Company as set forth on the March 31, 1996 consolidated balance sheet of the
Company,  plus (ii) the aggregate net cash proceeds received by the Company from
capital  contributions  or the issuance or sale of Equity  Interests (other than
Disqualified  Equity  Interests but including  Equity  Interests issued upon the
conversion of convertible Indebtedness or from the exercise of options, warrants
or  rights  to  purchase  Equity  Interests  (other  than  Disqualified   Equity
Interests)) subsequent to the Issue Date, other than to a Restricted Subsidiary,
plus  (iii) the  aggregate  net cash  proceeds  received  by the  Company or any
Restricted Subsidiary from the sale,  disposition or repayment of any Investment
made after the Issue Date and  constituting  a  Restricted  Payment in an amount
equal to the lesser of (a) the return of capital with respect to such Investment
and (b) the initial amount of such Investment,  in either case, less the cost of
the  disposition  of  such  Investment,   plus  (iv)  an  amount  equal  to  the
consolidated net Investment on the date of Revocation made by the Company and/or
any of the Restricted Subsidiaries in any Subsidiary that has been designated as
an  Unrestricted  Subsidiary  after the Issue Date upon its  redesignation  as a
Restricted   Subsidiary  in  accordance   with  Section  4.16,  plus  (v)  Total
Consolidated  Indebtedness,  minus (vi) the aggregate  amount of all  Restricted
Payments  (including any Designation Amount, but other than a Restricted Payment
of the type  referred to in clause  (iii)(b) of the third  paragraph  of Section
4.9) declared or made from and after the Issue Date.

                  "Trust  Officer" means an officer or assistant  officer of the
Trustee  assigned to the corporate trust  department (or any successor group) of
the Trustee,  or any successor to such department or, in the case of a successor
trustee, an officer or assistant officer assigned to the department, division or
group performing the corporate trust work of such successor.

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

                  "Unrestricted  Subsidiary" means any Subsidiary of the Company
(other than FinCo,  WirelessCo,  RealtyCo and EquipmentCo)  designated after the
Issue Date as such  pursuant to and in compliance  with Section  4.16.  Any such
designation  may be revoked by a  Resolution  of the  Company  delivered  to the
Trustee, subject to the provisions of such Section 4.16.

                  "U.S. Government Obligations" has the meaning provided in Sec-
tion 8.2(d).

                  "U.S.  Legal  Tender"  means such coin or currency of the 
United States of America as at the time of payment shall be legal tender for the
 payment of public and private debts.

                  "Vendor Credit Facilities" means, collectively, (i) the Lucent
Credit  Facility;  (ii) the Nortel Credit  Facility;  and (iii) any other credit
facility entered into with any vendor or supplier (or any financial  institution
acting on behalf of such a vendor or  supplier);  provided  that, in the case of
each of clauses (i),  (ii) and (iii),  the  Indebtedness  thereunder is incurred
solely for the  purpose of  financing  the cost  (including  the cost of design,
development, site acquisition, construction, integration, handset manufacture or
acquisition or microwave relocation) of wireless  telecommunications networks or
systems or for which the Company or any  Restricted  Subsidiary has obtained the
applicable licenses or authorizations to utilize the radio frequencies necessary
for the operation of such systems or networks.

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

                  "Wholly-Owned  Restricted  Subsidiary"  means  any  Restricted
Subsidiary  of which 100% of the  outstanding  Equity  Interests is owned by the
Company or another  Wholly-Owned  Restricted  Subsidiary.  For  purposes of this
definition,  (i) any  directors'  qualifying  shares or  investments  by foreign
nationals  mandated by applicable law and (ii) Equity  Interests of a Person not
to exceed 1% of the total voting power of all  outstanding  Equity  Interests of
such  Person and  representing  a right to receive  not  greater  than 1% of the
profits of such partnership shall be disregarded in determining the ownership of
a Restricted Subsidiary.

                  "Wholly-Owned  Subsidiary"  means, with respect to any Person,
any other Person 100% of whose  outstanding  Equity  Interests are owned by such
Person  or  another  Wholly-Owned  Restricted  Subsidiary  of such  Person.  For
purposes of this definition, (i) any directors' qualifying shares or investments
by foreign  nationals  mandated by applicable law and (ii) Equity Interests of a
Person  not to exceed 1% of the total  voting  power of all  outstanding  Equity
Interests of such Person and representing a right to receive not greater than 1%
of the profits of such  partnership  shall be  disregarded  in  determining  the
ownership of a Subsidiary.

                  "WirelessCo" means WirelessCo, L.P., a Delaware limited part-
nership.

                  SECTION I.2  Incorporation by Reference
                                    of Trust Indenture Act.

                  Whenever this Indenture  refers to a provision of the TIA, the
provision  shall be deemed  incorporated by reference in and made a part of this
Indenture.  The  following TIA terms used in this  Indenture  have the following
meanings:

                  (a)      "indenture securities" means the Securities;

                  (b)      "indenture security holder" means a Holder or 
Securityholder;

                  (c)      "indenture to be qualified" means this Indenture;

                  (d)      "indenture trustee" or "institutional trustee" means 
the Trustee; and

                  (e) "obligor" on the indenture  securities  means the Company,
         FinCo, each Subsidiary  Guarantor,  if any, or any other obligor on the
         Securities.

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

                  SECTION I.3 Rules of Construction.

                  Unless the context otherwise requires:

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

                  (b)      "or" is not exclusive;

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

                  (d)      "herein,"  "hereof"  and other  words of similar  im-
port  refer to this  Indenture  as a whole and not to any particular Article, 
Section or other Subsection; and

                  (e) unless otherwise  specified  herein,  all accounting terms
         used  herein  shall  be  interpreted,   all  accounting  determinations
         hereunder  shall be made, and all financial  statements  required to be
         delivered hereunder shall be prepared in accordance with GAAP.

                                   ARTICLE II

                                 THE SECURITIES

                  SECTION II.1 Form and Dating.

                  The   Securities   and   the   Trustee's    certificates    of
authentication with respect thereto shall be substantially in the form set forth
in Exhibit A, which is annexed hereto and hereby  incorporated  in and expressly
made a part of this  Indenture.  The Securities may have  notations,  legends or
endorsements (including notations relating to any Subsidiary Guarantee) required
by law,  rule or usage to which the  Issuers  or any  Subsidiary  Guarantor  are
subject. Each Security shall be dated the date of its authentication.  The terms
and provisions  contained in the Securities shall constitute,  and are expressly
made, a part of this Indenture.

                  SECTION II.2 Execution and Authentication.

                  Two Officers (each of whom shall have been duly  authorized by
all requisite partnership or corporate action, as the case may be) shall execute
the  Securities  on  behalf  of each  of the  Issuers  by  manual  or  facsimile
signature.

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

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

                  The Trustee shall  authenticate  Securities for original issue
in an aggregate  principal  amount at maturity not to exceed  $500,000,000  upon
receipt  of the  Officers'  Certificates  of each of the  Issuers  signed by two
Officers  of each of the  Issuers  directing  the  Trustee to  authenticate  the
Securities and certifying  that all conditions  precedent to the issuance of the
Securities  contained  herein have been complied with.  The aggregate  principal
amount  at  maturity  of  Securities  outstanding  at any  time  may not  exceed
$500,000,000, except as provided in Section 2.8.

                  The Trustee may appoint an authenticating  agent acceptable to
the  Issuers to  authenticate  Securities.  Unless  limited by the terms of such
appointment,  an authenticating  agent may authenticate  Securities whenever the
Trustee may do so. Each  reference in this  Indenture to  authentication  by the
Trustee includes  authentication by such agent. Such authenticating  agent shall
have the same rights as the Trustee in any dealings  hereunder  with the Issuers
or with any of the Issuers' Affiliates.

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

                  SECTION II.3 Registrar and Paying Agent.

                  The Issuers shall maintain an office or agency (which shall be
located in the Borough of Manhattan in The City of New York,  State of New York)
where (a)  Securities  may be  presented  for  registration  of  transfer or for
exchange (the  "Registrar"),  (b)  Securities  may be presented for payment (the
"Paying  Agent")  and (c)  notices  and  demands to or upon the  Issuers and any
Subsidiary Guarantor in respect of the Securities, the Subsidiary Guarantees and
this  Indenture  may be served.  The  Registrar  shall  keep a  register  of the
Securities and of their transfer and exchange.  The Issuers may have one or more
co-registrars and one or more additional paying agents.  The term "Paying Agent"
includes any  additional  paying  agent.  Neither the Issuers nor any  Affiliate
thereof may act as Paying Agent.

                  The Issuers shall enter into an appropriate  agency  agreement
with  any  Agent  not a party  to this  Indenture  that  shall  incorporate  the
provisions of the TIA. The  agreement  shall  implement  the  provisions of this
Indenture that relate to such Agent. The Issuers shall notify the Trustee of the
name and address of any such Agent.  If the Issuers fail to maintain a Registrar
or Paying Agent, or fail to give the foregoing notice,  the Trustee shall act as
such.

                  The Company  initially  appoints  the  Trustee  located at the
address  set forth in  Section  11.2 as  Registrar,  Paying  Agent and agent for
service of notices and demands in connection with the Securities, any Subsidiary
Guarantee and this Indenture.

                  SECTION II.4  Paying Agent To Hold Money in Trust.

                  Each  Paying  Agent shall hold in trust for the benefit of the
Securityholders  or the  Trustee  all  money  held by the  Paying  Agent for the
payment of principal of or interest on the  Securities  (whether  such money has
been paid to it by the Issuers or any other obligor on the Securities),  and the
Issuers  and the Paying  Agent  shall  notify the  Trustee of any default by the
Issuers (or any other  obligor on the  Securities)  in making any such  payment.
Money  held in trust  by the  Paying  Agent  need not be  segregated  except  as
required  by law and in no  event  shall  the  Paying  Agent be  liable  for any
interest  on any money  received  by it  hereunder.  The Issuers at any time may
require the Paying  Agent to pay all money held by it to the Trustee and account
for any funds  disbursed and the Trustee may at any time during the  continuance
of any Event of Default  specified in Section  6.1(a)(i)  or (ii),  upon written
request to the Paying  Agent,  require  such Paying Agent to pay  forthwith  all
money so held by it to the Trustee and to account for any funds disbursed.  Upon
making such  payment,  the Paying Agent shall have no further  liability for the
money delivered to the Trustee.

                  SECTION II.5 Securityholder Lists.

                  The  Trustee  shall  preserve  in  as  current  a  form  as is
reasonably  practicable  the most recent list  available  to it of the names and
addresses of the Holders of Securities. If the Trustee is not the Registrar, the
Issuers  shall  furnish to the Trustee at least five  Business  Days before each
Interest  Payment  Date,  and at such other  times as the Trustee may request in
writing,  a list in such form and as of such date as the Trustee may  reasonably
require of the names and addresses of the Holders of Securities, if any.

                  SECTION II.6 Transfer and Exchange.

                  (a)  When  Securities  are  presented  to the  Registrar  or a
co-registrar  with a request  from the Holder of such  Securities  to register a
transfer, the Registrar shall register the transfer as requested. Every Security
presented or surrendered for  registration of transfer or exchange shall be duly
endorsed  or  be  accompanied  by a  written  instrument  of  transfer  in  form
satisfactory  to the  Issuers  and the  Registrar,  duly  executed by the Holder
thereof or his attorneys duly authorized in writing.

                  At the option of the Holder,  Securities  may be exchanged for
other  Securities of any authorized  denomination  or  denominations,  of a like
aggregate  principal amount at maturity,  upon surrender of the Securities to be
exchanged  at the  office or agency  maintained  for such  purpose  pursuant  to
Section 2.3.

                  To  permit  registrations  of  transfers  and  exchanges,  the
Issuers  shall  issue  and  execute  and  the  Trustee  shall  authenticate  new
Securities evidencing such transfer or exchange at the Registrar's request.

                  SECTION II.7 Replacement Securities.

                  If a mutilated Security is surrendered to the Registrar or the
Trustee or if the Holder of a Security  claims that the  Security has been lost,
destroyed or  wrongfully  taken,  the Issuers  shall issue and the Trustee shall
authenticate a replacement  Security. If required by the Trustee or the Issuers,
an  indemnity  bond shall be posted,  sufficient  in the judgment of each of the
Issuers and the Trustee to protect the Issuers,  the Trustee or any Paying Agent
from any loss that any of them may  suffer if such  Security  is  replaced.  The
Issuers  may  charge  such  Holder  for the  Issuers'  reasonable  out-of-pocket
expenses in replacing  such  Security and the Trustee may charge the Issuers for
the Trustee's  expenses in replacing such Security.  Every replacement  Security
shall constitute an additional obligation of each of the Issuers.

                  SECTION II.8 Outstanding Securities.

                  Securities  outstanding  at any time are all  Securities  that
have been authenticated by the Trustee except for (a) those cancelled by it, (b)
those delivered to it for cancellation,  (c) to the extent set forth in Sections
8.1 and 8.2, on or after the date on which the  conditions  set forth in Section
8.1 or 8.2 have been satisfied,  those Securities theretofore  authenticated and
delivered by the Trustee  hereunder and (d) those  described in this Section 2.8
as not  outstanding.  Subject  to Section  2.9, a Security  does not cease to be
outstanding because the Issuers or one of their Affiliates holds the Security.

                  If a Security is replaced  pursuant to Section  2.7, it ceases
to be outstanding unless the Trustee receives an Officer's  Certificate  stating
that the replaced  Security is held by a bona fide purchaser in whose hands such
Security is a legal, valid and binding obligation of each of the Issuers.

                  If the Paying  Agent holds,  in its  capacity as such,  on any
Maturity Date or on any optional  redemption  date,  money sufficient to pay all
accrued  interest and principal with respect to such Securities  payable on that
date  and is not  prohibited  from  paying  such  money to the  Holders  thereof
pursuant  to the  terms of this  Indenture,  then on and  after  that  date such
Securities cease to be outstanding and interest on them ceases to accrue.

                  SECTION II.9 Treasury Securities.

                  In determining  whether the Holders of the required  principal
amount  at  maturity  of  Securities   have  concurred  in  any  declaration  of
acceleration  or notice of  default  or  direction,  waiver  or  consent  or any
amendment,  modification or other change to this Indenture,  Securities owned by
the Issuers or an  Affiliate of an Issuer  shall be  disregarded  as though they
were not  outstanding,  except that for the purposes of determining  whether the
Trustee shall be protected in relying on any such  direction,  waiver or consent
or  any  amendment,  modification  or  other  change  to  this  Indenture,  only
Securities that the Trustee actually knows are so owned shall be so disregarded.

                  SECTION II.10 Temporary Securities.

                  Until  definitive   Securities  are  prepared  and  ready  for
delivery,  the Issuers may prepare and the Trustee shall authenticate  temporary
Securities.   Temporary  Securities  shall  be  substantially  in  the  form  of
definitive  Securities  but  may  have  variations  that  the  Issuers  consider
appropriate for temporary  Securities.  Without  unreasonable delay, the Issuers
shall  prepare and the  Trustee  shall  authenticate  definitive  Securities  in
exchange for temporary  Securities.  Until such exchange,  temporary  Securities
shall be entitled to the same rights,  benefits  and  privileges  as  definitive
Securities.

                  SECTION II.11  Cancellation.

                  The Issuers at any time may deliver  Securities to the Trustee
for  cancellation.  The  Registrar  and the Paying  Agent  shall  forward to the
Trustee  any  Securities  surrendered  to them  for  registration  of  transfer,
exchange  or  payment or  purchase.  The  Trustee  shall  cancel all  Securities
surrendered for  registration  of transfer,  exchange,  payment,  replacement or
cancellation or purchase and return such Securities to the Issuers.  The Issuers
may not reissue or resell,  or issue new Securities to replace,  Securities that
the Issuers have redeemed or paid or purchased,  or that have been  delivered to
the Trustee for cancellation.

                  SECTION II.12 Defaulted Interest.

                  If  the  Issuers  default  on a  payment  of  interest  on the
Securities, they shall pay the defaulted interest, plus (to the extent permitted
by law) any interest payable on the defaulted  interest,  in accordance with the
terms  hereof,  to the  Persons who are Holders of  Securities  on a  subsequent
special  record date,  which date shall be at least five  Business Days prior to
the payment  date.  The Issuers  shall fix such special  record date and payment
date in a manner  satisfactory  to the  Trustee.  At least 15 days  before  such
special  record  date,  the Issuers  shall mail to each Holder of  Securities  a
notice that states the special  record date,  the payment date and the amount of
defaulted interest,  and interest payable on such defaulted interest, if any, to
be paid.

                  SECTION II.13 CUSIP Number.

                  The  Issuers  in  issuing  the  Securities  may use a  "CUSIP"
number,  and if so, such CUSIP number shall be included in notices of redemption
or exchange as a convenience to Holders; provided that any such notice may state
that no  representation  is made as to the  correctness or accuracy of the CUSIP
number  printed  in the notice or on the  Securities  and that  reliance  may be
placed only on the other identification  numbers printed on the Securities.  The
Issuers will promptly notify the Trustee of any change in the CUSIP number.

                  SECTION II.14 Deposit of Moneys.

                  On each  Interest  Payment Date and  Maturity  Date and on any
Business Day immediately  following any acceleration of the Securities  pursuant
to Section  6.2,  the  Issuers  shall have  deposited  with the Paying  Agent in
immediately  available funds money sufficient to make cash payments, if any, due
on such Interest  Payment  Date,  Maturity Date or Business Day, as the case may
be, in a timely  manner that permits the Trustee to remit payment to the Holders
on such Interest  Payment  Date,  Maturity Date or Business Day, as the case may
be.

                                   ARTICLE III

                                   REDEMPTION

                  SECTION III.1  Election To Redeem; Notices to Trustee.

                  If  the  Issuers  elect  to  redeem  Securities   pursuant  to
Paragraph 7 or 8 of the Securities, they shall notify the Trustee and the Paying
Agent in writing of the Redemption Date and the principal  amount at maturity of
Securities to be redeemed.

                  The  Issuers  shall  give  each  notice  provided  for in this
Section 3.1 at least 30 days before the Redemption Date (unless a shorter notice
shall be  agreed to by the  Trustee  in  writing),  together  with an  Officers'
Certificate of each of the Issuers stating that such redemption will comply with
the conditions contained herein and in the Securities.

                  SECTION III.2  Selection of Securities To Be Redeemed.

                  (a) If the  mandatory  redemption  of  Securities  pursuant to
Paragraph  6 of the  Securities  would  result in an  outstanding  Security in a
denomination  (i) of less than $1,000 principal amount at maturity or (ii) other
than an integral multiple of $1,000 principal amount at maturity,  such Security
will  be  redeemed  (x) in  whole,  in the  case  of  clause  (i),  or (y) by an
additional amount so that such Security will be in a denomination of an integral
multiple of $1,000 principal amount at maturity, in the case of clause (ii).

                  (b) If less  than  all of the  Securities  are to be  redeemed
pursuant to  Paragraph 7 or 8 of the  Securities,  the Trustee  shall select the
Securities to be redeemed in compliance  with the  requirements of the principal
national securities exchange,  if any, on which the Securities are listed or, if
the Securities are not then listed on a national securities  exchange,  on a pro
rata  basis,  by lot or by such  other  method  as the  Trustee  deems  fair and
appropriate;  provided  that  any  redemption  pursuant  to  Paragraph  8 of the
Securities shall be made on a pro rata basis or on as nearly a pro rata basis as
is practicable (subject to the procedures of The Depository Trust Company) based
on the aggregate principal amount at maturity of Securities held by each Holder.
The Trustee shall make such selection from the  Securities  outstanding  and not
previously called for redemption.  The Trustee shall promptly notify the Issuers
in  writing of such  Securities  selected  for  redemption  and,  in the case of
Securities selected for partial redemption,  the principal amount at maturity to
be redeemed.  The Trustee may select for redemption pursuant to Paragraph 7 or 8
of the  Securities  portions of the  principal  amount at maturity of Securities
that have  denominations  equal to or larger  than  $1,000  principal  amount at
maturity.  Securities  and  portions of them the Trustee so selects  shall be in
amounts of $1,000 principal amount at maturity or integral multiples thereof.

                  (c)  Provisions  of this  Indenture  that apply to  Securities
called  for  redemption  also  apply  to  portions  of  Securities   called  for
redemption.

                  SECTION III.3 Notice of Redemption.

                  At least 30 days but not more than 60 days before a Redemption
Date,  the Issuers  shall mail or cause the mailing of a notice of redemption by
first-class  mail to each Holder of  Securities  to be redeemed at such Holder's
registered  address. A copy of such notice shall be mailed to the Trustee on the
same day the notice is mailed to Holders of Securities.

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

                  (a)      the Redemption Date;

                  (b)      the paragraph of the Securities pursuant to which the
 Securities are being redeemed;

                  (c)      the redemption price and the amount of accrued in-
terest, if any, to be paid;

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

                  (e)      that  Securities  called for  redemption  must be  
surrendered  to the  Paying  Agent to collect the redemption price and accrued 
interest, if any;

                  (f) that,  unless the Issuers default in making the redemption
         payment,   Accreted  Value  and  interest  on  Securities   called  for
         redemption  ceases to  accrete  or  accrue,  as the case may be, on and
         after the Redemption  Date and the only remaining  right of the Holders
         of such Securities is to receive  payment of the redemption  price upon
         surrender to the Paying Agent of the Securities redeemed;

                  (g) if any Security is to be redeemed in part,  the portion of
         the  principal  amount at maturity of such  Security to be redeemed and
         that, on or after the Redemption Date, upon surrender of such Security,
         a new Security or Securities in aggregate  principal amount at maturity
         equal to the unredeemed  portion  thereof will be issued without charge
         to the Securityholder;

                  (h) if less than all of the Securities are to be redeemed, the
         identification of the particular  Securities (or portion thereof) to be
         redeemed,  as well as the  aggregate  principal  amount at  maturity of
         Securities  to be  redeemed  and  the  aggregate  principal  amount  at
         maturity of Securities to be outstanding after such partial redemption;
         and

                  (i)      the CUSIP number, if any, pursuant to Section 2.13.

                  At the Issuers' request,  the Trustee shall give the notice of
redemption in the Issuers' name and at the Issuers' expense.

                  SECTION III.4 Effect of Notice of Redemption.

                  Once notice of  redemption  is mailed,  Securities  called for
redemption  become due and payable on the Redemption  Date and at the redemption
price.  Upon surrender to the Paying Agent, such Securities shall be paid at the
redemption  price plus accrued  interest,  if any, to the  Redemption  Date, but
interest installments whose maturity is on or prior to such Redemption Date will
be payable on the  relevant  Interest  Payment  Dates to the Holders  that would
otherwise  have  been  entitled  thereto  pursuant  to  this  Indenture  and the
Securities.

                  SECTION III.5 Deposit of Redemption Price.

                  At least one Business Day prior to the  Redemption  Date,  the
Issuers shall deposit with the Paying Agent U.S. Legal Tender  sufficient to pay
the  redemption  price of and accrued  interest,  if any, on all  Securities  or
portions thereof to be redeemed on that date.

                  If any  Security  surrendered  for  redemption  in the  manner
provided in the Securities  shall not be so paid on the  Redemption  Date due to
the failure of the Issuers to deposit with the Paying Agent U.S.  Legal  Tender,
the principal, premium, if any, and accrued and unpaid interest, if any, thereon
shall, until paid or duly provided for, bear interest as provided in Section 4.1
with respect to any payment default.

                  SECTION III.6 Securities Redeemed in Part.

                  Upon the  surrender to the Paying Agent of a Security  that is
redeemed in part,  the Issuers shall execute and the Trustee shall  authenticate
for the Holder a new  Security  equal in  principal  amount at  maturity  to the
principal  amount  at  maturity  of  the  unredeemed  portion  of  the  Security
surrendered.

                                   ARTICLE IV

                                    COVENANTS

                  SECTION IV.1 Payment of Securities.

                  The Issuers shall pay the principal of,  premium,  if any, and
interest  on the  Securities  on the dates  and in the  manner  provided  in the
Securities and this Indenture.

                  An  installment  of  principal,  premium or interest  shall be
considered paid on the date due if the Trustee or the Paying Agent holds on such
date U.S. Legal Tender designated for and sufficient to pay such installment.

                  The Issuers shall pay cash  interest on overdue  principal and
(to the extent permitted by law) on overdue installments of interest at the rate
borne by the  Securities.  Interest  will be  computed on the basis of a 360-day
year comprised of twelve 30-day months.


<PAGE>


                  SECTION IV.2 Maintenance of Office or Agency.

                  The Issuers shall maintain the office or agency required under
Section 2.3. The Issuers will give prompt  written  notice to the Trustee of the
location,  and any change in the location,  of each such office or agency. If at
any time the Issuers shall fail to maintain any such  required  office or agency
or  shall  fail  to  furnish  the  Trustee  with  the  address   thereof,   such
presentations,  surrenders,  notices  and  demands  may be made or served at the
address of the Trustee set forth in Section 11.2.

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

                  The Issuers  hereby  initially  designate the corporate  trust
office of the Trustee set forth in Section 11.2 as an agency of the Issuers with
respect to the Securities in accordance with Section 2.3.

                  SECTION IV.3 Corporate or Partnership Existence.

                  Subject  to  Article  V, the  Issuers  shall do or cause to be
done,  at their own cost and expense,  all things  necessary  to, and will cause
each  Restricted  Subsidiary to,  preserve and keep in full force and effect the
corporate or partnership existence and rights (charter and statutory),  licenses
and/or  franchises  of each  of the  Issuers  and  each  Restricted  Subsidiary;
provided  that  none of the  Issuers  or any  Restricted  Subsidiaries  shall be
required to preserve any such  rights,  licenses or  franchises  if such rights,
licenses or  franchises  will be  replaced or if the Board of the Company  shall
reasonably determine that the preservation thereof is no longer desirable in the
conduct of the  business of the Issuers or such  Restricted  Subsidiary,  as the
case may be, and the loss thereof is not adverse in any material  respect to the
Holders;  provided,  further, that any Restricted Subsidiary may be wound up and
liquidated into an Issuer or any other Restricted Subsidiary.

                  SECTION IV.4 Payment of Taxes and Other Claims.

                  The  Issuers  shall  pay or  discharge  or cause to be paid or
discharged,  before the same shall become delinquent, (a) all taxes, assessments
and  governmental  charges  levied or imposed upon their or their  Subsidiaries'
income,  profits or property and (b) all lawful claims for labor,  materials and
supplies  that,  if unpaid,  might by law become a Lien upon the  property of an
Issuer  or a  Restricted  Subsidiary;  provided  that the  Issuers  shall not be
required to pay or  discharge  or cause to be paid or  discharged  any such tax,
assessment,  charge or claim whose  amount,  applicability  or validity is being
contested in good faith by appropriate negotiations or proceedings and for which
disputed amounts any reserves required in accordance with GAAP have been made.

                  SECTION IV.5  Maintenance    of    Properties;
                                      Insurance; Books and Records;  Compliance
                                      with Law.

                  (a) Each of the  Issuers  shall,  and shall  cause each of the
Restricted  Subsidiaries to, at all times cause all properties used or useful in
the conduct of its business to be maintained and kept in good condition,  repair
and working  order  (reasonable  wear and tear  excepted)  and supplied with all
necessary equipment, and shall cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereto.

                  (b) Each of the  Issuers  shall,  and shall  cause each of the
Restricted    Subsidiaries   to,   maintain   insurance   (which   may   include
self-insurance)  in such  amounts  and  covering  such risks as are  usually and
customarily  carried  with  respect to  similar  facilities  according  to their
respective locations.

                  (c) Each of the  Issuers  shall,  and shall  cause each of the
Subsidiaries  to, keep  proper  books of record and  account,  in which full and
correct  entries  shall  be made of all of its  financial  transactions  and the
assets and business, in accordance with GAAP consistently applied.

                  (d) Each of the  Issuers  shall  and shall  cause  each of the
Subsidiaries to comply with all statutes, laws, ordinances,  or government rules
and  regulations  to  which  it is  subject,  non-compliance  with  which  would
materially  adversely  affect  the  business,  earnings,  properties,  assets or
financial condition of the Issuers and the Restricted  Subsidiaries,  taken as a
whole.

                  SECTION IV.6 Compliance Certificates.

                  (a) Each of the Issuers shall  deliver to the Trustee,  within
45 days after the end of each of the first three quarters of the Issuers' fiscal
year,  and  within  90 days  after the end of such  fiscal  year,  an  Officers'
Certificate stating (i) that a review of the activities of the respective Issuer
during the preceding  fiscal  quarter or year, as the case may be, has been made
under the supervision of the signing Officers with a view to determining whether
the  respective  Issuer  has  kept,   observed,   performed  and  fulfilled  its
obligations  under this  Indenture and (ii) that, to the best  knowledge of each
Officer  signing such  certificate,  the respective  Issuer has kept,  observed,
performed and fulfilled each and every covenant and condition  contained in this
Indenture and is not in default in the  performance  or observance of any of the
terms, provisions, conditions and covenants hereof (or, if a Default or Event of
Default shall have  occurred,  describing all such Defaults or Events of Default
of which such  Officers  may have  knowledge,  their  status and what action the
defaulting Issuer is taking or proposes to take with respect thereto).

                  (b) The annual  financial  statements  delivered  pursuant  to
Section  4.7  shall be  accompanied  by a  written  statement  of the  Company's
independent  public  accountants  that in making the  examination  necessary for
certification  of such  annual  financial  statements  nothing  as to which such
accountants have professional  competence has come to their attention that would
lead them to believe that either of the Issuers has violated any  provisions  of
this Indenture as to which such accountants have professional competence, 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)  Each  of  the  Issuers  shall,  so  long  as  any  of the
Securities are outstanding,  deliver to the Trustee,  promptly after any Officer
of either of the Issuers  becomes  aware of any Default or Event of Default,  an
Officers'  Certificate  specifying  such  Default or Event of  Default  and what
action the applicable Issuer is taking or proposes to take with respect thereto.

                  SECTION IV.7  Reports.

                  So long as any of the Securities are outstanding,  the Company
will file with the Commission the annual  reports,  quarterly  reports and other
documents  that the Company would have been required to file with the Commission
pursuant  to  Sections  13(a) and 15(d) of the  Exchange  Act whether or not the
Company is then  obligated to file reports  pursuant to such  Sections,  and the
Company will promptly  provide to all  registered  Holders of the Securities and
file,  within 30 days of filing with the Commission,  with the Trustee copies of
such reports and documents.

                  Delivery of such  reports,  information  and  documents to the
Trustee is for  informational  purposes only and the  Trustee's  receipt of such
shall not constitute constructive notice of any information contained therein or
determinable  from  information   contained  therein,   including  the  Issuers'
compliance  with any of its  covenants  hereunder  (as to which the  Trustee  is
entitled to rely exclusively on Officers' Certificates).

                  SECTION IV.8  Limitation on Additional
                                       Indebtedness.

                  The  Company  will not,  and will not  permit  any  Restricted
Subsidiary to, create,  incur, assume,  issue,  guarantee or in any other manner
become directly or indirectly  liable,  contingently  or otherwise,  for or with
respect  to (in any such case,  to  "incur")  any  Indebtedness  (including  any
Acquired   Indebtedness);   provided   that  the  Issuers  and  the   Restricted
Subsidiaries may incur Indebtedness  (including Acquired  Indebtedness) if after
giving pro forma effect to such incurrence  (including the application or use of
the net proceeds therefrom to repay Indebtedness or make any Restricted Payment)
either (a) the ratio of (x) Total  Consolidated  Indebtedness  to (y) Annualized
Pro Forma Consolidated Operating Cash Flow would be less than (A) 7.0 to 1.0, if
the  Indebtedness is to be incurred prior to July 1, 2002, or (B) 6.0 to 1.0, if
the  Indebtedness is to be incurred on or after July 1, 2002, or (b) in the case
of any incurrence of Indebtedness prior to July 1, 2002 only, Total Consolidated
Indebtedness would be equal to or less than 70% of Total Invested Capital.

                  Notwithstanding the foregoing,  the Issuers and, to the extent
specified,  the Restricted  Subsidiaries will be permitted to incur each and all
of the following (each of which shall be given independent effect):

                  (a)      Indebtedness under the Securities, any Subsidiary 
Guarantee and this Indenture;

                  (b)      Indebtedness  of the Issuers and the Restricted  Sub-
sidiaries  outstanding  from time to time pursuant to any of the Vendor Credit 
Facilities;

                  (c)   Indebtedness   of  the   Issuers   and  the   Restricted
         Subsidiaries  outstanding from time to time pursuant to the Bank Credit
         Facility in an aggregate  principal  amount at any one time outstanding
         not to exceed $2.0 billion;

                  (d) Indebtedness of an Issuer or a Restricted  Subsidiary owed
         to and held by an Issuer or another  Restricted  Subsidiary  so long as
         any such Indebtedness  owing by an Issuer is unsecured and subordinated
         in right of payment to the  Securities,  except  that (x) any direct or
         indirect  transfer of such  Indebtedness  by an Issuer or a  Restricted
         Subsidiary (other than to an Issuer or a Restricted Subsidiary), as the
         case may be, or (y) any  direct or  indirect  sale,  transfer  or other
         disposition by an Issuer or a Restricted Subsidiary of Equity Interests
         of a Restricted  Subsidiary that is owed Indebtedness of an Issuer or a
         Restricted Subsidiary such that it ceases to be a Restricted Subsidiary
         shall,  in each such event,  be an  incurrence of  Indebtedness  by the
         Issuer or such  Restricted  Subsidiary,  as the case may be, subject to
         the other provisions of this Section 4.8;

                  (e) Interest  Rate  Protection  Obligations  of an Issuer or a
         Restricted  Subsidiary  relating  to  Indebtedness  of an  Issuer  or a
         Restricted Subsidiary otherwise permitted under this Indenture that are
         entered  into for the purpose of  protecting  against  fluctuations  in
         interest rates in respect of such  Indebtedness and not for speculative
         purposes;

                  (f) Indebtedness of an Issuer or a Restricted Subsidiary under
         Currency Agreements;  provided that (x) such Currency Agreements relate
         to  Indebtedness  otherwise  permitted  under  this  Indenture  or  the
         purchase price of goods  purchased or sold by an Issuer or a Restricted
         Subsidiary in the ordinary course of its business and (y) such Currency
         Agreements do not increase the Indebtedness or other  obligations of an
         Issuer or a Restricted Subsidiary outstanding other than as a result of
         fluctuations in foreign  currency  exchange rates or by reason of fees,
         indemnities and compensation payable thereunder;

                  (g)  Indebtedness  of an  Issuer  or a  Restricted  Subsidiary
         represented  by  letters  of credit  for the  account of an Issuer or a
         Restricted  Subsidiary  in  order  to  provide  security  for  workers'
         compensation   claims,   payment   obligations   in   connection   with
         self-insurance  or  similar  requirements  in the  ordinary  course  of
         business;

                  (h)      other  Indebtedness  of the  Issuers and the  Re-
stricted  Subsidiaries  in an  aggregate principal amount not to exceed $100 
million at any one time outstanding; and

                  (i)      Refinancing Indebtedness.

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

                  SECTION IV.9 Limitation on Restricted Payments.

                  The  Company  will  not,  and  will  not  permit  any  of  the
Restricted Subsidiaries to, make, directly or indirectly, any Restricted Payment
on or prior to December 31, 1999; and, thereafter, will not, and will not permit
any of the  Restricted  Subsidiaries  to,  make,  directly  or  indirectly,  any
Restricted Payments unless:

                    (i)    no Default  shall have  occurred and be continuing at
         the time of or after giving effect to such Restricted Payment;

                   (ii)  immediately  after  giving  effect  to such  Restricted
         Payment,  the  Company  would  be able to  incur  $1.00  of  additional
         Indebtedness  under clause (a) of the proviso to the first paragraph of
         Section 4.8; and

                  (iii)  immediately  after  giving  effect  to such  Restricted
         Payment,  the aggregate amount of all Restricted  Payments  declared or
         made on or after the Issue  Date  (including  any  Designation  Amount)
         would not exceed an amount  equal to the sum of,  without  duplication,
         (1) the amount of (x) the Available  Operating Cash Flow of the Company
         after  December  31,  1999  through  the end of the latest  full fiscal
         quarter for which consolidated  financial statements of the Company are
         available  preceding the date of such Restricted  Payment (treated as a
         single accounting period) less (y) 150% of the cumulative  Consolidated
         Interest Expense of the Company after December 31, 1999 through the end
         of the latest full  fiscal  quarter  for which  consolidated  financial
         statements  of the Company  are  available  preceding  the date of such
         Restricted  Payment (treated as a single accounting  period),  plus (2)
         the  aggregate net cash  proceeds  (other than Excluded Cash  Proceeds)
         received  by the  Company  as a  capital  contribution  in  respect  of
         existing Equity Interests (other than Disqualified Equity Interests) of
         the Company  made after the Issue Date or from the issue or sale (other
         than to a Restricted Subsidiary) by the Company of its Equity Interests
         (other than  Disqualified  Equity Interests) made after the Issue Date,
         plus (3) the aggregate net cash proceeds received by the Company or any
         Restricted  Subsidiary from the sale,  disposition or repayment  (other
         than to the  Company  or a  Restricted  Subsidiary)  of any  Investment
         (other than an Investment made pursuant to clause (vi) of the following
         paragraph)  made after the Issue  Date and  constituting  a  Restricted
         Payment  in an amount  equal to the lesser of (x) the return of capital
         with  respect to such  Investment  and (y) the  initial  amount of such
         Investment,  in  either  case,  less  the cost of  disposition  of such
         Investment, plus (4) an amount equal to the consolidated net Investment
         on the  date  of  Revocation  made  by the  Company  and/or  any of the
         Restricted  Subsidiaries  in any Subsidiary that has been designated as
         an Unrestricted  Subsidiary after the Issue Date upon its redesignation
         as a  Restricted  Subsidiary  in  accordance  with  Section  4.16.  For
         purposes of the  preceding  clause (2), the value of the  aggregate net
         cash  proceeds  received  by the  Company  upon the  issuance of Equity
         Interests either upon the conversion of convertible  Indebtedness or in
         exchange for outstanding  Indebtedness or upon the exercise of options,
         warrants  or rights  will be the net cash  proceeds  received  upon the
         issuance  of such  Indebtedness,  options,  warrants or rights plus the
         incremental  amount  received  by  the  Company  upon  the  conversion,
         exchange or exercise thereof.

                  For purposes of determining the amount expended for Restricted
Payments,  cash  distributed  shall be valued  at the face  amount  thereof  and
property other than cash shall be valued at its Fair Market Value.

                  The  provisions of this Section 4.9 shall not prohibit (i) the
payment  of any  dividend  or  distribution  within  60 days  after  the date of
declaration  thereof,  if at such date of declaration  such payment would comply
with the  provisions  of this  Indenture;  (ii) so long as no Default shall have
occurred  and be  continuing,  the  purchase,  redemption,  retirement  or other
acquisition of any Equity  Interests of the Company out of the net cash proceeds
of the  substantially  concurrent  capital  contribution  in respect of existing
Equity Interests (other than  Disqualified  Equity  Interests) of the Company or
from  the  issue or sale  (other  than to a  Restricted  Subsidiary)  of  Equity
Interests (other than Disqualified  Equity  Interests) of the Company;  provided
that any such net cash proceeds are excluded from clause  (iii)(2) of the second
preceding  paragraph;  (iii) so long as no Default  shall have  occurred  and be
continuing,   the  purchase,   redemption,   retirement,   defeasance  or  other
acquisition of  Subordinated  Indebtedness  of an Issuer made by exchange for or
conversion into, or out of the net cash proceeds of, a concurrent issue and sale
(other than to a  Restricted  Subsidiary)  of (a) Equity  Interests  (other than
Disqualified  Equity  Interests) of the Company (provided that any such net cash
proceeds are excluded from clause (iii)(2) of the second preceding paragraph) or
(b) other  Subordinated  Indebtedness  of an Issuer that has an Average  Life to
Stated  Maturity equal to or greater than the Average Life to Stated Maturity of
the Subordinated  Indebtedness being purchased,  redeemed,  retired, defeased or
otherwise  acquired;  (iv) so long as no  Default  shall  have  occurred  and be
continuing,  the  making  of a direct  or  indirect  Investment  constituting  a
Restricted Payment out of the proceeds of a concurrent  capital  contribution in
respect of existing Equity Interests (other than Disqualified  Equity Interests)
of the Company or from the issue or sale (other than to a Restricted Subsidiary)
of Equity Interests (other than  Disqualified  Equity Interests) of the Company;
provided that any such net cash  proceeds are excluded  from clause  (iii)(2) of
the second preceding paragraph; (v) so long as no Default shall have occurred or
be continuing and provided the Company is then a partnership  for federal income
tax purposes,  distributions in respect of, and repurchases of, Equity Interests
of the Company owned by the Partners, to the extent necessary to pay current tax
liabilities  payable  in  respect  of income of the  Company in an amount not to
exceed in any calendar year the product of (a) the ordinary income from trade or
business  activities  and  giving  effect  to other  items of  income,  loss and
deduction  reported  by the  Company  for the most  recently  ended tax year for
federal income tax purposes  multiplied by (b) a percentage  equal to the sum of
(x) the highest  applicable  federal corporate income tax rate for such tax year
(expressed  as a  percentage)  plus (y) 5% multiplied by the excess of 100% over
the  highest  applicable  federal  corporate  income  tax rate for such tax year
(expressed as a  percentage);  provided that nothing in this clause (v) shall be
redeemed  to  permit  any  such  distribution  or  repurchase  to  pay  any  tax
liabilities  of the  Company's  partners  resulting  from the  conversion of the
Company from  partnership  to corporate  form;  (vi) so long as no Default shall
have occurred and be continuing,  any direct or indirect Investment constituting
a Restricted  Payment by the Company or any Restricted  Subsidiary in any Person
(including any Unrestricted Subsidiary) whose operations consist principally of,
or has been formed principally to operate, a Permitted Business in an amount not
to exceed $100 million in the  aggregate at any time  outstanding;  or (vii) any
transfer  of  any  Investment  in APC  held  by the  Company  or any  Restricted
Subsidiary to Holdings or any Wholly-Owned Subsidiary of Holdings;  provided APC
has not been made a Restricted Subsidiary under Section 4.16.

                  Restricted  Payments  made  pursuant  to  clause  (i)  of  the
immediately preceding paragraph shall be included in making the determination of
available  amounts  under  clause  (iii) of the third  preceding  paragraph  and
Restricted Payments made pursuant to clauses (ii), (iii), (iv), (v) and (vii) of
the  immediately  preceding  paragraph  shall  not be  included  in  making  the
determination  of available  amounts  under clause (iii) of the third  preceding
paragraph.

                  SECTION IV.10  Limitation on Liens Securing
                                        Certain Indebtedness.

                  The  Company  will not,  and will not  permit  any  Restricted
Subsidiary  to,  create,  incur,  assume or  suffer to exist any Liens  upon any
property or assets of the Company or any Restricted  Subsidiary  securing either
(i)  Subordinated  Debt  Securities  unless the  Securities  and the  Subsidiary
Guarantees, as applicable, are secured by a Lien on such property or assets that
is senior in priority to the Liens securing such Subordinated Debt Securities or
(ii) Pari  Passu  Debt  Securities  unless  the  Securities  and the  Subsidiary
Guarantees,  as  applicable,  are  equally and  ratably  secured  with the Liens
securing such Pari Passu Debt Securities.

                  SECTION IV.11  Limitation on Issuance of Certain
                                      Guarantees by, and Debt Securities
                                      of, Restricted Subsidiaries.

                  The Company will not permit (i) any Restricted  Subsidiary to,
directly or indirectly,  guarantee any Debt  Securities of any of the Issuers or
(ii) any Restricted  Subsidiary to issue any Debt Securities,  unless, in either
such case, such  Restricted  Subsidiary  simultaneously  executes and delivers a
guarantee (a  "Subsidiary  Guarantee")  of the  Securities  in  accordance  with
Article X. Any such  Subsidiary  Guarantee  shall not be subordinate in right of
payment  to  any  Indebtedness  of  the  Restricted   Subsidiary  providing  the
Subsidiary Guarantee.

                  SECTION IV.12  Limitation on Dividends and Other
                                      Payment Restrictions Affecting
                                      Restricted Subsidiaries.

                  The  Company  will not,  and will not  permit  any  Restricted
Subsidiary to,  directly or indirectly,  create or otherwise enter into or cause
to become effective any consensual encumbrance or restriction of any kind on the
ability of any Restricted Subsidiary to (i) pay dividends, in cash or otherwise,
or make any  distributions  on its Equity  Interests  or any other  interest  or
participation  in, or  measured  by,  its  profits  owned by the  Company or any
Restricted  Subsidiary,  (ii)  pay any  Indebtedness  owed to the  Company  or a
Restricted  Subsidiary,  (iii)  make  any  Investment  in  the  Company  or  any
Restricted  Subsidiary  or (iv)  transfer  any of its  property or assets to the
Company  or any  Restricted  Subsidiary,  except  for  (a)  any  such  customary
encumbrance  or  restriction  contained in a security  document  creating a Lien
permitted  under this Indenture to the extent  relating to the property or asset
subject to such Lien  (including,  without  limitation,  customary  restrictions
relating to assets  securing  any  indebtedness  under any of the Vendor  Credit
Facilities or the Bank Credit Facility under the applicable security documents),
(b) any such encumbrance or restriction with respect to a Restricted  Subsidiary
that is not a Restricted  Subsidiary  on the Issue Date,  which  encumbrance  or
restriction  is in  existence  at the time  such  Person  becomes  a  Restricted
Subsidiary  but not created in  contemplation  thereof and which  encumbrance or
restriction  pertains  only  to that  Restricted  Subsidiary  and  (c) any  such
encumbrance  or  restriction  imposed  pursuant  to an  agreement  that has been
entered  into for the sale or  disposition  of all or  substantially  all of the
Equity Interests or assets of such Restricted Subsidiary.

                  SECTION IV.13  Disposition of Proceeds of
                                      Asset Sales.

                  The  Company  will not,  and will not  permit  any  Restricted
Subsidiary  to, make any Asset Sale  unless (i) the  Company or such  Restricted
Subsidiary, as the case may be, receives consideration at the time of such Asset
Sale at least  equal to the Fair Market  Value of the assets  sold or  otherwise
disposed of and (ii) at least 80% of such consideration consists of cash or Cash
Equivalents;  provided that the amount of any liabilities of the Company or such
Restricted  Subsidiary  that are  assumed  (and from  which the  Company or such
Restricted Subsidiary is unconditionally released) in connection with such Asset
Sale  by the  transferee  or  purchaser  of such  assets  or on  behalf  of such
transferee or purchaser by a third party shall be deemed to be cash for purposes
of  this  clause  (ii);  provided,   further,   that  up  to  $25.0  million  of
consideration  in the  aggregate  that  is  not in the  form  of  cash  or  Cash
Equivalents  may be received in excess of the amount  permitted by the foregoing
provisions  during the term of the  Securities.  The  Company or the  applicable
Restricted Subsidiary,  as the case may be, may (i) apply such Net Cash Proceeds
within 365 days of receipt  thereof  to repay an amount of  Indebtedness  (other
than Subordinated  Indebtedness) of an Issuer or any Subsidiary Guarantor of the
Company or any Subsidiary  Guarantor in an amount not exceeding the Other Senior
Debt Pro Rata  Share of Excess  Proceeds  and elect to  permanently  reduce  the
amount  of the  commitments  thereunder  by the  amount of the  Indebtedness  so
repaid, (ii) apply such Net Cash Proceeds within 365 days of the receipt thereof
to repay Indebtedness  (other than Subordinated  Indebtedness) of any Restricted
Subsidiary (other than a Subsidiary  Guarantor) and elect to permanently  reduce
the amount of the  commitments  thereunder by the amount of the  Indebtedness so
repaid or (iii) apply such Net Cash Proceeds  within 365 days of receipt thereof
to an  investment  in  properties  and assets  that will be used in a  Permitted
Business  (or in Equity  Interests  of any Person that will become a  Restricted
Subsidiary as a result of such investment to the extent such Person's operations
consist of Permitted  Businesses)  of the Company or any  Restricted  Subsidiary
("Replacement  Assets").  Net Cash Proceeds from any Asset Sale that are neither
used as set forth in clause  (ii) of the  preceding  sentence  nor  invested  in
Replacement   Assets  within  such  365-day  period  shall  constitute   "Excess
Proceeds." Any Excess Proceeds not used as set forth in clause (i) of the second
preceding  sentence  within such 365-day period shall  constitute  "Offer Excess
Proceeds" subject to disposition as set forth below.

                  When the aggregate  amount of Offer Excess  Proceeds equals or
exceeds $20.0  million,  the Issuers shall make an offer to purchase  Securities
(an "Asset Sale  Offer"),  on a Business Day not more than 60 days after the day
the amount of Offer Excess  Proceeds  equals or exceeds $20.0 million (an "Asset
Sale Payment Date") from all holders of Securities,  at a price in cash equal to
(a) 100% of the Accreted  Value on the  applicable  Asset Sale Payment  Date, if
such Asset Sale  Payment Date is on or before  August 15, 2001,  and (b) 100% of
the  principal  amount at maturity of the  Securities,  plus  accrued and unpaid
interest,  if any,  thereon to the  applicable  Asset Sale Payment Date, if such
Asset Sale Payment  Date is after  August 15, 2001.  Each Asset Sale Offer shall
remain  open for a period of 20 Business  Days or such  longer  period as may be
required  by law.  To the  extent  that the  aggregate  purchase  price  for the
Securities  tendered  pursuant  to an Asset  Sale  Offer is less  than the Offer
Excess  Proceeds  available  for such  offer,  the  Company  and the  Restricted
Subsidiaries  may use such  deficiency  for  general  partnership  or  corporate
purposes,  as the case may be,  including  to repay  other  Indebtedness.  It is
agreed that,  notwithstanding  anything  herein to the  contrary,  if holders of
other Debt Securities  (including the Senior Notes, but other than  Subordinated
Indebtedness) of the Issuers or any Subsidiary  Guarantor are entitled to have a
similar offer to purchase their Debt  Securities  made to them, such other offer
shall be conducted and consummated  simultaneously with the Asset Sale Offer for
the Securities.  If the aggregate  Accreted Value and/or principal amount of the
Securities and other Debt Securities (including the Senior Notes, but other than
Subordinated  Indebtedness)  validly tendered pursuant to an Asset Sale Offer or
contractually  required offer to purchase under this Indenture,  the Senior Note
Indenture or any instrument or agreement  governing Debt Securities  (other than
Subordinated  Indebtedness) exceeds the Offer Excess Proceeds, the Securities to
be  purchased  will be  selected  on a pro  rata  basis  among  the  holders  of
Securities, Senior Notes and such Debt Securities (based upon the Accreted Value
of the Securities, the principal amount of the Senior Notes and/or the principal
amount or accreted value,  as the case may be, of such Debt Securities  tendered
by each holder thereof). Upon completion of such Asset Sale Offer, the amount of
Excess Proceeds shall be reset to zero.

                  Notwithstanding the two immediately preceding paragraphs,  the
Company and the  Restricted  Subsidiaries  shall be permitted to  consummate  an
Asset Sale without complying with such paragraphs to the extent (i) at least 80%
of the  consideration  for such Asset Sale  consists of cash,  Cash  Equivalents
and/or  Permitted  Assets and (ii) such  consideration at the time of such Asset
Sale is at least equal to the Fair Market  Value of the assets sold or otherwise
disposed of; provided that (x) any Net Cash Proceeds  received by the Company or
any of the Restricted  Subsidiaries in connection with any such Asset Sale shall
be subject to the provisions of the two immediately preceding paragraphs and (y)
if any of the assets  disposed  of are assets  otherwise  required to be held by
WirelessCo,  RealtyCo or EquipmentCo  under Section 4.18,  the Permitted  Assets
received shall be held by, or promptly  transferred to, WirelessCo,  RealtyCo or
EquipmentCo.

                  Not less than 30 nor more than 60 days  before  the Asset Sale
Payment  Date,  the Issuers  shall send,  by first class mail, a notice to every
Holder of Securities,  with a copy to the Trustee and Paying Agent.  The notice,
which  shall  govern  the terms of the Asset  Sale  Offer,  shall  include  such
disclosures as are required by law and shall state:

                  (1)      that the Asset Sale Offer is being made pursuant to 
         this Section 4.13;

                  (2) the  purchase  price to be paid for  Securities  purchased
         pursuant  to the Asset  Sale  Offer  (including  the  amount of accrued
         interest, if any) and the Asset Sale Payment Date;

                  (3)      that any  Security  not  tendered  will  continue to 
         accrete  Accreted  Value and accrue interest, as the case may be;

                  (4) that,  unless  the  Company  defaults  in  making  payment
         therefor,  any Security accepted for payment pursuant to the Asset Sale
         Offer shall cease to accrete Accreted Value and accrue interest, as the
         case may be, after the Asset Sale Payment Date;

                  (5)  that  Holders  electing  to  have  a  Security  purchased
         pursuant  to the Asset Sale Offer will be  required  to  surrender  the
         Security,  with the form entitled  "Option of Holder to Elect Purchase"
         on the reverse of the  Security  completed,  to the Paying Agent at the
         address  specified  in the notice prior to the close of business on the
         Asset Sale Payment Date;

                  (6) that Holders will be entitled to withdraw  their  election
         if the Paying Agent  receives,  not later than the second  Business Day
         prior to the Asset Sale  Payment  Date,  a  facsimile  transmission  or
         letter  setting forth the name of the Holder,  the principal  amount at
         maturity  of the  Security  the Holder  delivered  for  purchase  and a
         statement  that such Holder is  withdrawing  his  election to have such
         Security purchased; and

                  (7) that Holders whose  Securities  are purchased only in part
         will be issued new  Securities in a principal  amount at maturity equal
         to the unpurchased portion of the Securities surrendered.

                  On or before the Asset Sale Payment  Date,  the Company  shall
(i) accept for payment  Securities or portions thereof tendered  pursuant to the
Asset Sale Offer in  accordance  with this Section  4.13,  (ii) deposit with the
Paying  Agent U.S.  Legal Tender  sufficient  to pay the  purchase  price,  plus
accrued  interest,  if any, of all Securities to be purchased in accordance with
this  Section  4.13 and (iii)  deliver to the  Trustee  Securities  so  accepted
together  with an  Officers'  Certificate  stating  the  Securities  or portions
thereof being purchased by the Company.  The Paying Agent shall promptly mail to
the Holders of Securities so accepted payment in an amount equal to the purchase
price,  plus accrued  interest,  if any,  thereon.  For purposes of this Section
4.13, the Trustee shall act as the Paying Agent.

                  If the Company is  required  to make an Asset Sale Offer,  the
Company  will  comply with all  applicable  tender  offer laws and  regulations,
including,  to the extent  applicable,  Section  14(e) and Rule 14e-1  under the
Exchange  Act, and any other  applicable  Federal or state  securities  laws and
regulations and any applicable  requirements of any securities exchange on which
the Securities are listed.

                  SECTION IV.14  Limitation on Transactions with
                                      Equityholders and Affiliates.

                  The Company  will not, and will not permit,  cause,  or suffer
any  Restricted  Subsidiary  to,  conduct any  business or enter into,  renew or
extend any  transaction or series of related  transactions  (including,  without
limitation,  the purchase, sale, lease or exchange of property or assets, or the
rendering  of any  service)  with or for the benefit of any of their  respective
Affiliates  or any  beneficial  holder  of 5% or more  of any  class  of  Equity
Interests of the Company (each an "Affiliate Transaction"), except on terms that
are no less favorable to the Company or such  Restricted  Subsidiary  than those
that could reasonably be obtained in a comparable arm's-length  transaction with
a Person  that is not such a holder or  Affiliate.  Each  Affiliate  Transaction
involving  aggregate  payments  or other  Fair  Market  Value in excess of $15.0
million shall be approved by (i) if the Company is a Wholly-Owned  Subsidiary of
Holdings, either (a) if the current provisions of Section 8.6 ("Interested Party
Transactions") of the Holdings Partnership  Agreement are in effect,  members of
the Board of Holdings exercising votes representing at least a majority (or such
other  percentage  vote as required by the Holdings  Partnership  Agreement)  of
votes entitled to be exercised by members of such Board selected by the Partners
not having any financial interest in any such Affiliate  Transaction,  or (b) if
the current provisions of Section 8.6 ("Interested  Party  Transactions") of the
Holdings   Partnership   Agreement  are  not  in  effect,   a  majority  of  the
Disinterested  Directors of Holdings, in each case, as evidenced by a Resolution
of the  Board  of  Holdings  and  (ii)  if  the  Company  is not a  Wholly-Owned
Subsidiary of Holdings, a majority of the Disinterested Directors of the Company
as evidenced by a Resolution of the Company.  In the event the Company obtains a
written opinion from an Independent  Financial Advisor stating that the terms of
an Affiliate Transaction are fair to the Company or a Restricted Subsidiary,  as
the case may be, from a financial point of view, it shall  conclusively meet the
requirements  of the first sentence of this paragraph and there shall be no need
to comply with the second sentence of this paragraph.

                  Notwithstanding  the foregoing,  the restrictions set forth in
this  Section  4.14  shall not apply to (i)  transactions  between  or among the
Company  and/or  any  of the  Restricted  Subsidiaries,  (ii)  any  dividend  or
distribution  permitted by Section 4.9, (iii) directors'  fees,  indemnification
and similar arrangements,  officers'  indemnification,  employee stock option or
employee benefit plans and employee  salaries and bonuses paid or created in the
ordinary  course of business,  (iv) any  Affiliate  Transaction  pursuant to any
agreement in effect on the Issue Date, as the same shall be amended from time to
time;  provided that any material amendment shall be required to comply with the
provisions of the preceding  paragraph of this Section  4.14,  (v)  transactions
involving  the  marketing  of  products  and  services  of  the  Company  or any
Restricted  Subsidiary jointly with products and services of an Affiliate of the
Company or a beneficial holder of 5% or more of any class of Equity Interests of
the Company  (such holder or Affiliate  bring a "Related  Party");  provided all
payments made by the Company or any  Restricted  Subsidiary to the Related Party
are made to reimburse the Related  Party for its share of any expenses  incurred
by the Related Party on behalf of the Company or any Restricted Subsidiary, (vi)
transactions involving the leasing or sharing or other use by the Company or any
Restricted Subsidiary of communications network facilities  (including,  without
limitation,  cable or fiber  lines,  equipment  or  transmission  capacity) of a
Related Party on terms that are no less favorable (when taken as a whole) to the
Company or such Restricted Subsidiary, as applicable,  than those available from
such Related Party to unaffiliated third parties,  (vii) transactions  involving
the provision of  telecommunication  services by a Related Party in the ordinary
course of its business to the Company or any  Restricted  Subsidiary,  or by the
Company or any Restricted  Subsidiary to a Related  Party,  on terms that are no
less  favorable  (when  taken  as a whole)  to the  Company  or such  Restricted
Subsidiary,  as  applicable,  than those  available  from such Related  Party to
unaffiliated third parties,  and (viii) any sales agency agreements  pursuant to
which a Partner or any of its  Affiliates  has the right to market any or all of
the products or services of the Company or any of the Restricted Subsidiaries on
a "most favored nation" basis (without regard to volume), as contemplated by the
Holdings Partnership Agreement as in effect on the Issue Date.

                  SECTION IV.15 Change of Control.

                  (a) Upon the  occurrence  of a Change of Control  (the date of
such occurrence  being the "Change of Control  Date"),  the Issuers shall notify
the holders of the Securities,  in the manner  prescribed by this Indenture,  of
such  occurrence  and shall  make an offer to  purchase  (a  "Change  of Control
Offer"), on a Business Day (the "Change of Control Payment Date") not later than
60 days following the Change of Control Date, all Securities then outstanding at
a  purchase  price  equal to (i) 101% of the  Accreted  Value on the  Change  of
Control Payment Date of the Securities, if the Change of Control Payment Date is
on or before August 15, 2001, and (ii) 101% of the principal  amount at maturity
of the  Securities,  plus accrued and unpaid  interest,  if any,  thereon to the
Change of Control  Payment  Date,  if such date is after  August 15,  2001.  The
Change of Control  Offer shall remain open for at least 20 Business Days or such
longer  period as may be  required by law and until the close of business on the
Change of Control Payment Date. The Issuers' obligations under this Section 4.15
may be  satisfied  if a third  party  makes the Change of  Control  Offer in the
manner,  at  the  times  and  otherwise  in  compliance  with  the  requirements
applicable  to a Change of Control  Offer made by the Issuers and  purchases all
Securities  validly  tendered  and not  withdrawn  under such  Change of Control
Offer.

                  (b) Not less  than 30 days nor more  than 60 days  before  the
Change of Control  Payment Date,  the Issuers shall send, by first class mail, a
notice to each Holder of  Securities,  with a copy to the Trustee and the Paying
Agent. The notice,  which shall govern the terms of the Change of Control Offer,
shall include such disclosures as are required by law and shall state:

                    (i) that a Change of Control Offer is being made pursuant to
         this Section 4.15 and that all Securities tendered will be accepted for
         payment;

                   (ii) the  purchase  price  (including  the  amount of accrued
         interest,  if any) for each Security and the Change of Control  Payment
         Date;

                  (iii) that any Security not tendered for payment will continue
         to accrete Accreted Value and accrue  interest,  as the case may be, in
         accordance with the terms thereof;

                   (iv) that,  unless the Issuers default on making the payment,
         any Security or portion  thereof  accepted for payment  pursuant to the
         Change of  Control  Offer  shall  cease to accrete  Accreted  Value and
         accrue  interest,  as the case may be,  after  the  Change  of  Control
         Payment Date;

                    (v) that Holders  electing to have Securities or any portion
         thereof  purchased  pursuant  to a  Change  of  Control  Offer  will be
         required  to  surrender  their  Securities  to the Paying  Agent at the
         address specified in the notice prior to 5:00 p.m., New York City time,
         on the Business Day preceding  the Change of Control  Payment Date with
         the  "Option  of  Holder  to Elect  Purchase"  on the  reverse  thereof
         completed and must complete any form of letter of transmittal  proposed
         by the Issuers and acceptable to the Trustee and the Paying Agent;

                   (vi) that Holders of Securities  will be entitled to withdraw
         their election if the Paying Agent receives,  not later than 5:00 p.m.,
         New York City time, on the Business Day preceding the Change of Control
         Payment Date, a tested telex,  facsimile transmission or letter setting
         forth the name of the  Holder,  the  principal  amount at  maturity  of
         Securities the Holder  delivered for purchase and a statement that such
         Holder is withdrawing his election to have such  Securities  purchased;
         and

                  (vii) that Holders whose Securities are purchased only in part
         will be issued  Securities equal in principal amount at maturity to the
         unpurchased portion of the Securities surrendered.

                  On the Change of Control  Payment Date,  the Issuers shall (i)
accept for payment  Securities  or  portions  thereof  tendered  pursuant to the
Change of Control  Offer,  (ii) deposit with the Paying Agent U.S.  Legal Tender
sufficient to pay the purchase  price of all  Securities or portions  thereof so
tendered  and  accepted  and (iii)  deliver to the  Trustee  the  Securities  so
accepted  together with an Officers'  Certificate of each of the Issuers setting
forth the Securities or portions thereof tendered to and accepted for payment by
the Issuers.  The Paying Agent shall  promptly (but in any case no later than 10
calendar  days after the Change of Control  Payment Date) mail or deliver to the
Holders of  Securities  so accepted  payment in an amount  equal to the purchase
price,  and the Trustee shall promptly  authenticate and mail or deliver to such
Holders a new Security equal in principal  amount at maturity to any unpurchased
portion of the Security  surrendered.  Any  Securities  not so accepted shall be
promptly mailed or delivered by the Issuers to the Holder thereof.

                  For purposes of this Section  4.15,  the Trustee  shall act as
Paying Agent.

                  In connection  with the purchase of  Securities  pursuant to a
Change of Control  Offer,  the Issuers shall comply with all  applicable  tender
offer laws and regulations,  including, to the extent applicable,  Section 14(e)
and Rule 14(e)-1  under the Exchange  Act, and any other  applicable  Federal or
state  securities laws and  regulations  and any applicable  requirements of any
securities exchange on which the Securities are listed.

                  SECTION IV.16   Limitation  on  Designations  of
                                      Unrestricted Subsidiaries.

                  The Company may designate any Subsidiary of the Company (other
than  FinCo,   WirelessCo,   RealtyCo  and   EquipmentCo)  as  an  "Unrestricted
Subsidiary" under this Indenture (a "Designation") only if:

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

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

                  (iii)  except  in  the  case  of  a  Subsidiary  in  which  an
         Investment  is being made  pursuant  to and as  permitted  by the third
         paragraph of Section 4.9, the Company would be permitted to incur $1.00
         of additional Indebtedness pursuant to clause (a) of the proviso to the
         first paragraph of Section 4.8 at the time of Designation (assuming the
         effectiveness of such Designation).

                  In the event of any such  Designation,  the  Company  shall be
deemed to have made an Investment  constituting a Restricted Payment pursuant to
Section 4.9 for all purposes of this Indenture in the  Designation  Amount.  The
Company  shall not, and shall not permit any  Restricted  Subsidiary  to, at any
time (x) provide  direct or indirect  credit  support for or a guarantee  of any
Indebtedness  of any  Unrestricted  Subsidiary  (including  of any  undertaking,
agreement  or  instrument  evidencing  such  Indebtedness),  (y) be  directly or
indirectly liable for any Indebtedness of any Unrestricted  Subsidiary or (z) be
directly or  indirectly  liable for any  Indebtedness  which  provides  that the
Holder  thereof  may  (upon  notice,  lapse of time or both)  declare  a default
thereon or cause the payment  thereof to be  accelerated or payable prior to its
final  scheduled  maturity upon the  occurrence of a default with respect to any
Indebtedness  of any  Unrestricted  Subsidiary  (including  any  right  to  take
enforcement action against such Unrestricted Subsidiary), except, in the case of
clause (x) or (y), to the extent permitted under Section 4.9.

                  Notwithstanding  anything  herein to the  contrary,  APC shall
not, at any time, be considered a Restricted  Subsidiary  absent a Revocation in
compliance with the following paragraph.

                  The Company may revoke any  Designation  of a Subsidiary as an
Unrestricted  Subsidiary (a "Revocation"),  whereupon such Subsidiary shall then
constitute a Restricted Subsidiary, if:

                  (a)      no  Default  shall  have  occurred  and be  continu-
         ing  at the time of and after  giving effect to such Revocation; and

                  (b) all Liens and Indebtedness of such Unrestricted Subsidiary
         outstanding immediately following such Revocation would, if incurred at
         such time,  have been permitted to be incurred for all purposes of this
         Indenture.

                  All   Designations   and  Revocations  must  be  evidenced  by
Resolutions of the Company delivered to the Trustee  certifying  compliance with
the foregoing provisions.

                  SECTION IV.17  Limitation on Activities of
                                      the Issuers and the Restricted
                                      Subsidiaries.

                  (i) The Company will not,  and will not permit any  Restricted
Subsidiary to, engage in any business  other than a Permitted  Business and (ii)
FinCo will not own any  operating  assets or other  properties  or  conduct  any
business  other than to serve as an Issuer and  obligor  on the  Securities  and
other Indebtedness permitted under this Indenture.

                  SECTION IV.18  Limitation on Ownership of Equity
                                      Interests of Restricted Subsidiaries.

                  Notwithstanding  any other  provision of this Indenture to the
contrary, (i) each of WirelessCo,  RealtyCo,  EquipmentCo and FinCo shall at all
times remain a direct Wholly-Owned  Restricted Subsidiary of the Company (except
that FinCo may be merged with and into the Company or a Wholly-Owned  Restricted
Subsidiary if the Company or such Wholly-Owned  Restricted  Subsidiary is then a
corporation) and (ii) none of WirelessCo, RealtyCo or EquipmentCo will, directly
or indirectly,  sell, convey, transfer, lease or otherwise dispose of any assets
or property  used or useful in the  operation of the business of the Company and
the Restricted  Subsidiaries in the geographic  areas for which the Company or a
Restricted  Subsidiary  owns or holds an FCC  license  for the  transmission  of
wireless  telecommunications  services on the Issue Date other than, in the case
of this clause  (ii),  to a Person not an Affiliate of the Company or any of the
Restricted   Subsidiaries  or  to  a  Wholly-Owned  Subsidiary  if  all  of  the
outstanding  Equity Interests of such  Wholly-Owned  Subsidiary are concurrently
sold  to a  Person  that  is  not an  Affiliate  of  the  Company  or any of the
Restricted  Subsidiaries,   in  each  case  in  compliance  with  Section  4.13.
Notwithstanding the foregoing,  WirelessCo,  RealtyCo, EquipmentCo and FinCo may
issue  Disqualified  Equity Interests that do not entitle the Holders thereof to
participate in the earnings,  profits or cash flow of such Restricted Subsidiary
pursuant to and in compliance with Section 4.8.

                  SECTION IV.19  Amendments to Capital
                                      Contribution Agreement

                  The Company will not amend,  modify or waive,  or refrain from
enforcing,  any provision of the Capital Contribution Agreement dated as of July
15,  1996  among  Sprint   Corporation,   Tele-Communications,   Inc.,   Comcast
Corporation,  Cox Communications,  Inc. and the Company in any manner adverse to
the Company or the holders of the Securities in any material respect.

                  SECTION IV.20  Waiver of Stay, Extension
                                      or Usury Laws.

                  Each of the Issuers covenants,  and each Subsidiary  Guarantor
shall be deemed to covenant,  (to the extent  permitted by law) that it will not
at any time insist upon,  plead, or in any manner  whatsoever  claim or take the
benefit or advantage of, any stay or extension law or any usury law or other law
that would prohibit or forgive the Issuers or such Subsidiary Guarantor,  as the
case may be, from paying all or any portion of the  principal  of or interest on
the Securities as  contemplated  herein,  wherever  enacted,  now or at any time
hereafter in force,  or that may affect the covenants or the performance of this
Indenture;  and (to the  extent  permitted  by law) each of the  Issuers  hereby
expressly  waives and each  Subsidiary  Guarantor  shall be deemed to  expressly
waive,  all  benefit  or  advantage  of any such law,  and  covenants,  and each
Subsidiary Guarantor shall be deemed to covenant, that it will not hinder, delay
or impede the  execution  of any power herein  granted to the Trustee,  but will
suffer and permit  the  execution  of every such power as though no such law had
been enacted.

                                    ARTICLE V

                              SUCCESSOR CORPORATION

                  SECTION V.1  Consolidation, Merger, Sale
                                      of Assets, Etc.

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

                    (i) either (a) if the  transaction or series of transactions
         is a merger or consolidation, the Company shall be the surviving Person
         of such merger or  consolidation,  or (b) the Person formed by any such
         consolidation  or into which the Company or such Restricted  Subsidiary
         is merged or to which the  properties  and assets of the Company and/or
         any Restricted  Subsidiary,  as the case may be, are  transferred  (any
         such surviving Person or transferee Person being a "Surviving  Entity")
         shall be a partnership or corporation  organized and existing under the
         laws of the United States of America, any state thereof or the District
         of Columbia  and shall  expressly  assume by a  supplemental  indenture
         executed and delivered to the Trustee, in form reasonably  satisfactory
         to the Trustee, all the obligations of the Company under the Securities
         and this  Indenture,  and, in each case, this Indenture shall remain in
         full force and effect;

                   (ii) immediately  before and immediately  after giving effect
         to such  transaction  or series of  transactions  on a pro forma  basis
         (including,   without   limitation,   any   Indebtedness   incurred  or
         anticipated  to be  incurred in  connection  with or in respect of such
         transaction or series of transactions),  no Default shall have occurred
         and be continuing;

                  (iii)  immediately  after giving effect to such transaction or
         series  of  transactions  on a  pro  forma  basis  (including,  without
         limitation,  any Indebtedness incurred or anticipated to be incurred in
         connection  with  or in  respect  of  such  transaction  or  series  of
         transactions), the Company or the Surviving Entity, as the case may be,
         could incur $1.00 of additional Indebtedness pursuant to the proviso to
         the first paragraph of clause (a) of Section 4.8;  provided that in the
         event of a conversion of the Company from partnership to corporate form
         in a  transaction  the  primary  purpose  of  which is to  effect  such
         conversion  and in which no  additional  Indebtedness  is  incurred  or
         anticipated to be incurred by the Company,  the Surviving Entity or any
         Restricted Subsidiary, the Surviving Entity shall not be required to be
         able to incur such $1.00 of additional Indebtedness; and

                   (iv) the Company or its surviving entity, as the case may be,
         shall deliver,  or cause to be delivered,  to the Trustee,  in form and
         substance   reasonably   satisfactory  to  the  Trustee,  an  Officers'
         Certificate  and  an  Opinion  of  Counsel,   each  stating  that  such
         consolidation, merger, transfer, lease, assignment or other disposition
         and the  supplemental  indenture  in respect  thereof  comply  with the
         requirements of this Indenture.

                  Each Subsidiary Guarantor (other than any Subsidiary Guarantor
whose Subsidiary Guarantee is to be released in accordance with the terms of the
Subsidiary  Guarantee  and this  Indenture in  connection  with any  transaction
complying  with the  provisions  of Section 4.17) will not, and the Company will
not cause or permit any Subsidiary  Guarantor to, consolidate with or merge with
or into any Person  other  than the  Company  or  another  Subsidiary  Guarantor
unless:  (a) the entity formed by or surviving any such  consolidation or merger
(if  other  than the  Subsidiary  Guarantor)  is a  corporation  or  partnership
organized and existing  under the laws of the United States or any state thereof
or the District of Columbia;  (b) such entity assumes by supplemental  indenture
all  of the  obligations  of  the  Subsidiary  Guarantor  under  its  Subsidiary
Guarantee;  (c) immediately after giving effect to such transaction,  no Default
or Event of Default shall have occurred and be continuing;  and (d)  immediately
after  giving  effect  to such  transaction  and  the  use of any  net  proceeds
therefrom on a pro forma basis,  the Company  could  satisfy the  provisions  of
clause (iii) of the first paragraph of this Section. Any merger or consolidation
of a Subsidiary  Guarantor with and into the Company (with the Company being the
Surviving Entity) or another  Subsidiary  Guarantor need only comply with clause
(ii) of the first paragraph of this Section.

                  SECTION V.2  Successor Entity Substituted.

                  Upon any consolidation, combination, merger or any transfer of
all or substantially all of the assets of a Person subject to, and in accordance
with  Section  5.1,  the  Surviving  Entity  formed  by  such  consolidation  or
combination  or into which the  Company is merged or to which such  transfer  is
made shall succeed to, and be substituted  for, and may exercise every right and
power of, the  Company  under  this  Indenture  with the same  effect as if such
Surviving Entity had been named as the Company herein; provided that, solely for
purposes of computing Available Operating Cash Flow for purposes of clause (iii)
of the first paragraph of Section 4.9, the Available  Operating Cash Flow of any
Persons  other than the Company and the  Restricted  Subsidiaries  shall only be
included for periods  subsequent  to the effective  time of such  consolidation,
combination, merger or transfer of assets.

                  SECTION V.3 Status of Subsidiaries.

                  For  all  purposes  of  this   Indenture  and  the  Securities
(including  the  provisions  of this Article V and Sections  4.8, 4.9 and 4.10),
Subsidiaries of any Surviving  Entity will,  upon such  transaction or series of
transactions,  become  Restricted  Subsidiaries or Unrestricted  Subsidiaries as
provided  pursuant  to  Section  4.16  and all  Indebtedness,  and all  Liens on
property or assets, of the Company and the Restricted  Subsidiaries  immediately
prior to such transaction or series of transactions  will be deemed to have been
incurred to upon such  transaction or series of  transactions;  provided that in
the event of a conversion of the Company from partnership to corporate form in a
transaction  the purpose of which is to effect such  conversion  and in which no
additional  Indebtedness  is  incurred  or  anticipated  to be  incurred  by the
Company, the Surviving Entity or any Restricted  Subsidiary,  no Indebtedness of
the  Company  and the  Restricted  Subsidiaries  shall be  deemed  to have  been
incurred upon such transaction or series of transactions.

                                   ARTICLE VI

                              DEFAULT AND REMEDIES

                  SECTION VI.1 Events of Default.

                  (a)      An "Event of Default" occurs if:

                    (i) there is a default in the payment of the  principal  of,
         or premium,  if any, on the  Securities  when due,  at  maturity,  upon
         redemption  or  otherwise  (including  pursuant  to a Change of Control
         Offer or an Asset Sale Offer); or

                   (ii) there is a default in the  payment  of  interest  on the
         Securities  when it becomes  due and payable  and  continuance  of such
         default for a period of 30 days; or

                  (iii)    there is a default in the performance,  or breach, of
any covenant  described in Section 5.1; or

                   (iv) there is a default in the  performance  of or compliance
         with, or breach of, any term,  covenant,  condition or provision of the
         Securities or this Indenture  (other than those specified in clause (i)
         or (ii) above) and such default continues for a period of 30 days after
         written  notice to the Company  thereof by the Trustee or holders of at
         least  25%  of  the  aggregate  principal  amount  at  maturity  of the
         Securities then outstanding; or

                    (v)  either  (a)  one or more  default  or  defaults  in the
         payment of any  principal  under one or more  agreements,  instruments,
         mortgages,  bonds, debentures or other evidences of Indebtedness (each,
         a "Debt  Instrument") under which the Company or one or more Restricted
         Subsidiaries  or the  Company and one or more  Restricted  Subsidiaries
         then  have  outstanding   Indebtedness  in  excess  of  $50.0  million,
         individually or in the aggregate,  or (b) any other default or defaults
         under one or more Debt  Instruments  under  which the Company or one or
         more Restricted  Subsidiaries or the Company and one or more Restricted
         Subsidiaries  then  have  outstanding  Indebtedness  in excess of $50.0
         million,  individually  or in the  aggregate,  and, in the case of this
         clause (b), either (x) such  Indebtedness is already due and payable in
         full by its terms or (y) such default or defaults  have resulted in the
         acceleration of the maturity of such Indebtedness; or

                   (vi) one or more judgments, orders or decrees of any court or
         regulatory or administrative  agency of competent  jurisdiction for the
         payment of money in excess of $50.0 million,  either individually or in
         the aggregate,  shall be entered  against the Company or any Restricted
         Subsidiary  or any of their  respective  properties  and  shall  not be
         discharged  or fully  bonded  and there  shall have been a period of 60
         days after the date on which any period  for  appeal  has  expired  and
         during which a stay of enforcement  of such  judgment,  order or decree
         shall not be in effect; or

                  (vii)  any  holder  of at least  $50.0  million  in  aggregate
         principal  amount  of  Indebtedness  of  the  Company  or  any  of  the
         Restricted Subsidiaries, or its trustee, agent or representative, shall
         commence (or have  commenced  on its behalf)  judicial  proceedings  to
         foreclose  upon  assets  of  the  Company  or  any  of  the  Restricted
         Subsidiaries having an aggregate Fair Market Value,  individually or in
         the  aggregate,  in excess of $50.0 million or shall have exercised any
         right under  applicable  law or applicable  security  documents to take
         ownership of any such assets in lieu of foreclosure; or

                 (viii) any Subsidiary  Guarantee ceases to be in full force and
         effect or is declared  null and void or a Subsidiary  Guarantor  denies
         that it has any further  liability  under its  Subsidiary  Guarantee or
         gives notice to such effect; or

                   (ix) an Issuer,  any  Subsidiary  Guarantor  or any  Material
         Restricted  Subsidiary  (a) admits in writing its  inability to pay its
         debts  generally as they become due, (b) commences a voluntary  case or
         proceeding  under  any  Bankruptcy  Law with  respect  to  itself,  (c)
         consents to the entry of a judgment, decree or order for relief against
         it in an involuntary  case or proceeding  under any Bankruptcy Law, (d)
         consents to the  appointment of a Custodian (as defined below) of it or
         for substantially all of its property, (e) consents to or acquiesces in
         the institution of a bankruptcy or an insolvency proceeding against it,
         (f) makes a general  assignment for the benefit of its creditors or (g)
         takes  any  partnership  or  corporate  action,  as the case may be, to
         authorize or effect any of the foregoing;

                    (x) a court of  competent  jurisdiction  enters a  judgment,
         decree or order for  relief in respect  of an  Issuer,  any  Subsidiary
         Guarantor or any Material Restricted  Subsidiary in an involuntary case
         or  proceeding  under any  Bankruptcy  Law,  which shall (a) approve as
         properly  filed  a  petition   seeking   reorganization,   arrangement,
         adjustment  or  composition  in respect of an  Issuer,  any  Subsidiary
         Guarantor  or  any  Material  Restricted  Subsidiary,   (b)  appoint  a
         Custodian   of  the  Company  or  any  of  its   Subsidiaries   or  for
         substantially  all of any of their property or (c) order the winding-up
         or liquidation of its affairs; and such judgment, decree or order shall
         remain unstayed and in effect for a period of 60 consecutive days.

                  (b) For  purposes  of this  Article  VI: the term  "Custodian"
means any receiver,  interim receiver,  receiver and manager, trustee, assignee,
liquidator, sequestrator or similar official charged with maintaining possession
or control over property for one or more creditors, whether under any Bankruptcy
Law or otherwise.

                  SECTION VI.2  Acceleration.

                  If an  Event  of  Default  (other  than an  Event  of  Default
specified in Section  6.1(a)(ix) or (x) with respect to an Issuer) occurs and is
continuing,  the Holders of at least 25% in principal  amount at maturity of the
outstanding  Securities  may, by written  notice to the Issuers and the Trustee,
and the  Trustee  upon  the  request  of the  Holders  of not  less  than 25% in
principal  amount at maturity  of the  outstanding  Securities  shall by written
notice  to the  Issuers,  declare  the  Default  Amount  to be due  and  payable
immediately. Upon any such declaration such amounts shall become due and payable
immediately.  If an Event of  Default  specified  in Section  6.1(a)(ix)  or (x)
occurs and is  continuing  with  respect to an Issuer,  then the Default  Amount
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  a  majority  in  aggregate  principal  amount  at  maturity  of  outstanding
Securities  may,  by  notice  to  the  Trustee,   rescind  such  declaration  of
acceleration if all existing Events of Default have been cured or waived,  other
than the  non-payment  of the  Default  Amount and any  accrued  interest on the
Securities  that has become due solely as a result of such  acceleration  and if
the rescission of  acceleration  would not conflict with any judgment or decree.
No such  rescission  shall  affect  any  subsequent  default or impair any right
consequent thereto.

                  SECTION VI.3 Other Remedies.

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

                  All rights of action and claims under this  Indenture,  or the
Securities  or any  Subsidiary  Guarantee may be enforced by the Trustee even if
the Trustee  does not possess any of the  Securities  or does not produce any of
them in the proceeding. A delay or omission by the Trustee or any Securityholder
in  exercising  any right or remedy  accruing upon an Event of Default shall not
impair  the right or remedy or  constitute  a waiver of or  acquiescence  in the
Event of Default.  No remedy is exclusive  of any other  remedy.  All  available
remedies are cumulative to the extent permitted by law.

                  SECTION VI.4 Waiver of Past Default.

                  Subject  to  Sections  6.7 and 9.2,  the  Holders  of,  in the
aggregate,  a  majority  in  aggregate  principal  amount  at  maturity  of  the
outstanding Securities by notice to the Trustee may waive an existing Default or
Event of Default and its  consequences,  except a Default  specified  in Section
6.1(a)(i) or (ii) or in respect of any provision  hereof that cannot be modified
or amended  without the  consent of the Holder so  affected  pursuant to Section
9.2.  When a Default or Event of Default is so waived,  it shall be deemed cured
and shall cease to exist.

                  SECTION VI.5 Control by Majority.

                  The  Holders of at least a  majority  in  principal  amount at
maturity of the outstanding  Securities may direct the time, method and place of
conducting any proceeding for any remedy  available to the Trustee or exercising
any trust or power  conferred  on it;  provided  that the  Trustee may refuse to
follow any direction  that (i) conflicts  with law or this  Indenture,  (ii) the
Trustee   determines  may  be  unduly  prejudicial  to  the  rights  of  another
Securityholder,  or (iii) may involve the Trustee in personal  liability  unless
the  Trustee  has  indemnification  satisfactory  to it in its  sole  discretion
against  any  loss or  expense  caused  by its  following  such  direction;  and
provided,  further,  that the Trustee may take any other action deemed proper by
the Trustee that is not inconsistent with such direction.

                  SECTION VI.6 Limitation on Suits.

                  A  Securityholder  may not pursue any remedy  with  respect to
this Indenture, the Securities or any Subsidiary Guarantee unless:

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

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

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

                  (d)      the  Trustee  does not  comply  with the  request  
         within 30 days  after  receipt of the request and the offer and, if re-
         quested, provision of indemnity; and

                  (e) during  such  30-day  period the  Holders of a majority in
         principal amount at maturity of the outstanding  Securities do not give
         the Trustee a direction inconsistent with the request.

                  The foregoing limitations shall not apply to a suit instituted
by a Holder for the enforcement of the payment of the Default Amount,  principal
of or accrued  interest on the  Securities on or after the  respective due dates
set forth or provided for in the Securities.

                  A  Securityholder  may not use  this  Indenture  to  obtain  a
preference or priority over any other Securityholder.

                  SECTION VI.7  Rights of Holders To Receive Payment.

                  Notwithstanding  any other  provision of this  Indenture,  the
right of any Holder to receive payment of the Default  Amount,  principal of and
interest  on a  Security,  on or after the  respective  due dates  expressed  or
provided for in the Security,  or to bring suit for the  enforcement of any such
payment on or after such  respective  dates, is absolute and  unconditional  and
shall not be impaired or affected without the consent of such Holder.

                  SECTION VI.8 Collection Suit by Trustee.

                  If an Event of Default  specified in Section 6.1(a)(i) or (ii)
occurs and is continuing,  the Trustee may recover  judgment in its own name and
as trustee of an express  trust  against the Issuers or any other obligor on the
Securities  for the whole amount of  principal  and accrued  interest  remaining
unpaid,  together  with  interest  overdue on principal  and, to the extent that
payment  of such  interest  is  lawful,  interest  on  overdue  installments  of
interest,  in each case at the interest  rate borne by the  Securities  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 VI.9  Trustee May File Proofs of Claim.

                  The  Trustee  shall be  entitled  and  empowered  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  Securityholders  allowed  in any  judicial
proceedings  relative to the Issuers or any  Subsidiary  Guarantor (or any other
obligor upon the  Securities),  their  creditors or their  property and shall be
entitled  and  empowered  to collect and  receive  any monies or other  property
payable or  deliverable  on any such claims and to distribute  the same, and any
Custodian  in any  such  judicial  proceedings  is  hereby  authorized  by  each
Securityholder  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
Securityholders,  to pay to the Trustee any amount due to it for the  reasonable
compensation, expenses, disbursements and advances of the Trustee, its agent and
counsel, and any other amounts due the Trustee under Section 7.7. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or
accept  or adopt on  behalf of any  Securityholder  any plan of  reorganization,
arrangement, adjustment or composition affecting the Securities or the rights of
any Holder thereof,  or to authorize the Trustee to vote in respect of the claim
of any Securityholder in any such proceeding.

                  SECTION VI.10  Priorities.

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

                  First:  to the Trustee for amounts due under Section 7.7;

                  Second:  to Holders for  interest  accrued on the  Securities,
         ratably,  without  preference  or priority of any kind, according to 
         the amounts due and payable on the Securities for interest;

                  Third:  to Holders for Accreted Value or principal  amounts,  
         as the case may be, owing under the Securities,  ratably,  without  
         preference  or  priority  of any kind,  according  to the  amounts due
         and payable on the Securities for principal; and

                  Fourth:  to the Issuers or any Subsidiary Guarantor, as their
         respective interests may appear.

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

                  SECTION VI.11 Undertaking for Costs.

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

                                   ARTICLE VII

                                     TRUSTEE

                  SECTION VII.1 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.

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

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

                   (ii) 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.

                  (c) The Trustee may not be relieved from liability 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 7.1;

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

                  (iii) the  Trustee  shall not be liable  with  respect  to any
         action it takes or omits to take in good faith and reasonably  believed
         by it to be  authorized  or within the  discretion  or rights or powers
         conferred upon it by this Indenture.

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

                  (e) Every  provision of this Indenture that in any way relates
to the Trustee is subject to  paragraphs  (a),  (b), (c) and (d) of this Section
7.1.

                  (f) The Trustee may refuse to perform any duty or exercise any
right or power unless it is provided adequate funds to enable it to do so and it
receives  indemnity  satisfactory to it in its sole discretion against any loss,
liability, fee or expense.

                  SECTION VII.2 Rights of Trustee.

                  Subject to TIA ss.ss.  315(a)-(d)  and except as  provided  in
Section 7.1:

                  (a) The Trustee may rely upon any  document  believed by it to
         be genuine and to have been signed or presented  by the proper  Person.
         The Trustee shall not be bound to make any investigation into the facts
         or  matters   stated  in  any   resolution,   certificate,   statement,
         instrument,  opinion,  report,  notice,  request,  direction,  consent,
         order, bond,  debenture,  note, other evidence of indebtedness or other
         paper or document,  but the Trustee,  in its discretion,  may make such
         further inquiry or  investigation  into such facts or matters as it may
         see fit,  and,  if the Trustee  shall  determine  to make such  further
         inquiry or investigation, it shall be entitled, upon reasonable notice,
         to examine the books,  records and premises of the Issuers,  personally
         or by agent or attorney at the sole cost of the Company and shall incur
         no  liability  or  additional  liability  of any kind by reason of such
         inquiry or investigation.

                  (b) Before the  Trustee  acts or  refrains  from  acting  with
         respect to any matter contemplated by this Indenture, it may require an
         Officers' Certificate from each of the Issuers or an Opinion of Counsel
         from each of the  Issuers,  that  shall  conform to the  provisions  of
         Section  11.5.  The Trustee shall not be liable for any action it takes
         or  omits to take in good  faith in  reliance  on such  certificate  or
         opinion.

                  (c) The Trustee may act through its  attorneys  and agents and
         shall not be responsible  for the misconduct or negligence of any agent
         (other than the negligence or willful  misconduct of an agent who is an
         employee of the Trustee) appointed with due care.

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

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

                  (f) The Trustee  shall 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 Holder  pursuant to this  Indenture,  unless such
         Holder  shall  have  offered  to the  Trustee  reasonable  security  or
         indemnity  against the costs,  expenses and liabilities  which might be
         incurred by it in compliance with such request or direction.

                  SECTION VII.3 Individual Rights of Trustee.

                  The Trustee in its  individual  capacity or any other capacity
may become the owner or pledgee of Securities  and may  otherwise  deal with the
Issuers or their  Affiliates  with the same  rights it would have if it were not
Trustee.  Any Agent may do the same with like  rights.  However,  the Trustee is
subject to Sections 7.10 and 7.11.

                  SECTION VII.4 Trustee's Disclaimer.

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

                  SECTION VII.5 Notice of Defaults.

                  If a  Default  or an  Event of  Default  with  respect  to the
Securities  occurs and is  continuing  and is known to the Trustee,  the Trustee
shall give  notice of the  Default or Event of Default  within 30 days after the
Trustee  acquires  knowledge of the  occurrence  thereof to all Holders as their
names and addresses appear on the Register,  unless such Default shall have been
cured or waived  before  the  mailing  of such  notice.  Except in the case of a
Default or an Event of Default in payment of  principal  of or  interest  on any
Security,  the  Trustee  may  withhold  the notice to the  Securityholders  if a
committee of its Trust Officers in good faith  determines  that  withholding the
notice is in the interest of Securityholders.

                  SECTION VII.6 Reports by Trustee to Holders.

                  To the extent required by TIA ss. 313(a), within 60 days after
May 15 of each year commencing with 1997 and for as long as there are Securities
outstanding  hereunder,  the  Trustee  shall  mail  to each  Securityholder  the
Trustee's  brief report dated as of such date that complies with TIA ss. 313(a).
The Trustee also shall comply with TIA ss.  313(b) and TIA ss. 313(c) and (d). A
copy of such report at the time of its mailing to Securityholders shall be filed
with the Commission,  if required, and each stock exchange, if any, on which the
Securities are listed.

                  SECTION VII.7 Compensation and Indemnity.

                  The Issuers shall pay to the Trustee, the Paying Agent and the
Registrar from time to time such  compensation  as shall be agreed to in writing
from time to time by the Trustee and the Issuers for their  respective  services
rendered  hereunder.  The  Trustee's,  the Paying  Agent's  and the  Registrar's
compensation  shall not be limited by any law on compensation of a trustee of an
express trust. The Issuers shall reimburse the Trustee, the Paying Agent and the
Registrar upon request for all reasonable out-of-pocket disbursements,  expenses
and advances  (including  reasonable  fees and expenses of counsel)  incurred or
made by  each of them in  addition  to the  compensation  for  their  respective
services. Such expenses shall include the reasonable compensation, out-of-pocket
disbursements  and  expenses  of the  Trustee's,  the  Paying  Agent's  and  the
Registrar's agents and counsel.

                  The  Issuers  shall   indemnify  each  of  the  Trustee,   any
predecessor  Trustee,  the Paying Agent and the Registrar  for, and hold each of
them harmless against, any claim, demand,  expense (including but not limited to
their respective  reasonable  attorneys' fees and expenses),  loss or liability,
including  taxes (other than taxes based upon,  measured by or determined by the
income of the Trustee)  incurred by each of them arising out of or in connection
with the  administration of this Indenture and their respective duties hereunder
or  thereunder.  Each of the Trustee,  the Paying Agent and the Registrar  shall
notify the Issuers  promptly of any claim  asserted  against it for which it may
seek  indemnity.  However,  failure  by the  Trustee,  the  Paying  Agent or the
Registrar  to so notify  the  Issuers  shall not  relieve  the  Issuers of their
obligations  hereunder.  The Issuers need not reimburse any expense or indemnify
against any loss or liability  incurred by the Trustee,  the Paying Agent or the
Registrar through the Trustee's,  the Paying Agent's or the Registrar's,  as the
case may be, own willful misconduct, negligence or bad faith.

                  To secure the Issuers' payment obligations in this Section 7.7
and in Section 6.9 (insofar as the Trustee is  concerned),  each of the Trustee,
the Paying Agent and the Registrar  shall have a lien prior to the Securities on
all money or  property  held or  collected  by it, in its  capacity  as Trustee,
Paying Agent or Registrar,  as the case may be, except money or property held in
trust to pay principal of or interest on particular Securities.  Such lien shall
survive  the   satisfaction  and  discharge  of  this  Indenture  or  any  other
termination under the Bankruptcy Law.

                  Subject to any other  rights  available  to the  Trustee,  the
Registrar  and the  Paying  Agent  under  any  Bankruptcy  Law,  when any of the
Trustee,  the Paying Agent and the Registrar incurs expenses or renders services
after an Event of Default specified in Section 6.1(a)(ix) or (x) with respect to
an Issuer occurs, the parties hereto and the  Securityholders,  by acceptance of
the  Securities,  hereby agree that the expenses  and the  compensation  for the
services  are  intended  to  constitute  expenses  of  administration  under any
Bankruptcy Law.

                  The   provisions   of  this  Section  7.7  shall  survive  the
termination of this Indenture.

                  SECTION VII.8 Replacement of Trustee.

                  The Trustee may resign at any time by so notifying the Issuers
in writing, such resignation to be effective upon the appointment of a successor
Trustee.  The  Holders of a majority  in  principal  amount at  maturity  of the
outstanding  Securities  may remove the Trustee by so  notifying  the Trustee in
writing and may appoint a successor  Trustee  with the Issuers'  consent,  which
consent shall not be unreasonably  withheld.  The Issuers may remove the Trustee
if:

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

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

                  (c)      a receiver or other 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 the  Trustee  for any  reason  (the  Trustee  in such event  being
referred to herein as the retiring Trustee),  the Issuers 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  Securities  may appoint a
successor Trustee to replace the successor Trustee appointed by the Issuers.

                  A successor Trustee shall deliver a written  acceptance of its
appointment to the retiring Trustee and to the Issuers.  Immediately after that,
the retiring  Trustee  shall  transfer all property held by it as Trustee to the
successor Trustee (subject to the lien provided in Section 7.7), 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.  A  successor  Trustee  shall mail notice of its  succession  to each
Securityholder.

                  If a successor  Trustee  does not take  office  within 30 days
after the retiring  Trustee  resigns or is removed,  the retiring  Trustee,  the
Issuers or the  Holders of at least 25% in  principal  amount at maturity of the
outstanding  Securities may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

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

                  Notwithstanding  replacement  of the Trustee  pursuant to this
Section 7.8, the Issuers'  obligations  under Section 7.7 shall continue for the
benefit of the retiring Trustee.

                  SECTION VII.9  Successor Trustee by Merger, Etc.

                  If the Trustee  consolidates with, merges or converts into, or
transfers all or  substantially  all of its corporate trust business to, another
corporation  or  national  banking  association,  the  resulting,  surviving  or
transferee  corporation or national banking  association without any further act
shall be the  successor  Trustee  provided such  corporation  shall be otherwise
qualified and eligible under this Article VII.

                  SECTION VII.10 Eligibility; Disqualification.

                  This  Indenture  shall always have a Trustee who satisfies the
requirements  of TIA ss.  310(a)(1)  and (2). The Trustee  shall have a combined
capital  and  surplus of at least  $50,000,000  as set forth in its most  recent
published  annual  report of  condition.  The Trustee  shall comply with TIA ss.
310(b) subject to its rights to apply for a stay of its duty to resign under the
penultimate  paragraph of TIA ss.  310(b).  The  provisions of TIA ss. 310 shall
refer to the Issuers and any Subsidiary  Guarantor as obligors in respect of the
Securities.

                  SECTION VII.11  Preferential Collection of
                                      Claims Against Issuers.

                  The Trustee  shall comply with TIA ss.  311(a),  excluding any
creditor  relationship  listed in TIA ss. 311(b).  A Trustee who has resigned or
been removed shall be subject to TIA ss. 311(a) to the extent indicated therein.
The  provisions  of TIA ss. 311 shall refer to the  Issuers  and any  Subsidiary
Guarantor, if applicable, as obligors in respect of the Securities.

                  SECTION VII.12 Money Held in Trust.

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

                  SECTION VII.13 Preferred Collection of Claims.

                  If and when the  Trustee  shall be or become a creditor of the
Issuers (or any other obligor upon the Securities), the Trustee shall be subject
to the  provisions  of the TIA regarding  the  collection of claims  against the
Issuers (or any such other obligor).

                                  ARTICLE VIII

                       DISCHARGE OF INDENTURE; DEFEASANCE

                  SECTION VIII.1 Satisfaction and Discharge.

                  This  Indenture  will be  discharged  and will  cease to be of
further effect  (except as to surviving  rights of  registration  of transfer or
exchange of the Securities,  as expressly  provided for in this Indenture) as to
all outstanding Securities when:

                  (1) either (a) all the Securities,  theretofore  authenticated
         and delivered  (except lost,  stolen or destroyed  Securities that have
         been  replaced  or paid and  Securities  for  whose  payment  money has
         theretofore  been deposited in trust or segregated and held in trust by
         the Issuers and  thereafter  repaid to the Issuers or  discharged  from
         such trust) have been delivered to the Trustee for  cancellation or (b)
         all   Securities   not   theretofore   delivered  to  the  Trustee  for
         cancellation   have  become  due  and  payable  and  the  Issuers  have
         irrevocably  deposited or caused to be deposited  with the Trustee U.S.
         Legal Tender in an amount  sufficient  to pay and  discharge the entire
         Indebtedness on the Securities not theretofore delivered to the Trustee
         for  cancellation,  for principal of, premium,  if any, and interest on
         the  Securities  to the  date  of  deposit  together  with  irrevocable
         instructions from the Issuers directing the Trustee to apply such funds
         to the payment thereof at maturity or redemption, as the case may be;

                  (2)      the Issuers have paid all other sums payable under 
         this Indenture by them; and

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

                  SECTION VIII.2  Legal Defeasance and Covenant
                                      Defeasance.

                  (a) The Issuers  may, at their  option by  Resolution,  at any
time,  with respect to the  Securities,  elect to have either  paragraph  (b) or
paragraph (c) below be applied to the  outstanding  Securities  upon  compliance
with the conditions set forth in paragraph (d).

                  (b) Upon the  Issuers'  exercise  under  paragraph  (a) of the
option  applicable  to this  paragraph  (b),  the  Issuers  and  any  Subsidiary
Guarantor, if any, shall be deemed to have been released and discharged from its
obligations  with  respect  to  the  outstanding  Securities  on  the  date  the
conditions set forth below are satisfied (hereinafter,  "legal defeasance"). For
this purpose,  such legal  defeasance  means that the Issuers shall be deemed to
have paid and discharged the entire indebtedness  represented by the outstanding
Securities,  which shall thereafter be deemed to be  "outstanding"  only for the
purposes of paragraph (e) below and the other Sections of and matters under this
Indenture referred to in (i) and (ii) below, and to have satisfied all its other
obligations  under such Securities and this Indenture insofar as such Securities
are  concerned  (and the Trustee,  at the expense of the Issuers,  shall execute
proper instruments  acknowledging the same), except for the following that shall
survive until otherwise  terminated or discharged  hereunder:  (i) the rights of
Holders  of  outstanding  Securities  to  receive  solely  from the  trust  fund
described in paragraph (d) below and as more fully set forth in such  paragraph,
payments in respect of the principal of,  premium,  if any, and interest on such
Securities  when such  payments  are due,  (ii) the  Issuers'  obligations  with
respect to such Securities  under Sections 2.2, 2.3, 2.6, 2.7, 2.8, 4.1, 4.2 and
4.19,  and, with respect to the Trustee,  under  Sections 7.7 and 7.8, (iii) the
rights,  powers, trusts, duties and immunities of the Trustee hereunder and (iv)
this Section 8.2 and Sections 8.3, 8.4 and 8.5.  Subject to compliance with this
Section  8.2, the Issuers may exercise  their  option under this  paragraph  (b)
notwithstanding  the prior  exercise of their option under  paragraph  (c) below
with respect to the Securities.

                  (c) Upon the  Issuers'  exercise  under  paragraph  (a) of the
option  applicable  to this  paragraph  (c),  the Issuers  shall be released and
discharged from their obligations under any covenant  contained in Article V and
in Sections 4.4 through 4.18 (except for  obligations  mandated by the TIA) with
respect to the  outstanding  Securities on and after the date the conditions set
forth  below  are  satisfied  (hereinafter,   "covenant  defeasance"),  and  the
Securities and each Subsidiary Guarantee,  if any, shall thereafter be deemed to
be not  "outstanding"  for the  purpose  of any  direction,  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.  For this purpose,  such covenant  defeasance
means that,  with  respect to the  outstanding  Securities,  the Issuers and any
Subsidiary  Guarantor,  if any,  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  Sections
6.1(a)(iii) or 6.1(a)(iv), but, except as specified above, the remainder of this
Indenture and such Securities shall be unaffected thereby.

                  (d)      The  following  shall be the  conditions  to  appli-
cation  of  either  paragraph (b)  or paragraph (c) above to the outstanding 
Securities:

                    (i) the Issuers must  irrevocably  deposit with the Trustee,
         in trust,  for the  benefit of the holders of the  Securities,  cash in
         United  States  Dollars,   direct   non-callable   obligations  of,  or
         non-callable  obligations  guaranteed  by, the United States of America
         for the payment of which  obligation  or  guarantee  the full faith and
         credit of the United States is pledged ("US  Government  Obligations"),
         or a combination  thereof, in such amounts as will be sufficient to pay
         the  principal  of,  premium,  if any, and interest on the  outstanding
         Securities to redemption or maturity (except lost,  stolen or destroyed
         Securities that have been replaced or paid);

                   (ii) each of the Issuers shall have  delivered to the Trustee
         an Opinion of Counsel to the effect that the holders of the outstanding
         Securities will not recognize  income,  gain or loss for Federal income
         tax  purposes as a result of such legal  defeasance  or covenant  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 or covenant legal defeasance had not
         occurred (in the case of legal  defeasance,  such opinion must refer to
         and be based upon a ruling of the Internal  Revenue Service or a change
         in applicable Federal income tax laws);

                  (iii)    no Default  under this  Indenture  shall have  
         occurred and be continuing on the date of such deposit;

                   (iv) such legal  defeasance or covenant  defeasance shall not
         cause the Trustee to have a  conflicting  interest  with respect to any
         securities of the Issuers;

                    (v) such legal  defeasance or covenant  defeasance shall not
         result in a breach or violation of, or constitute a default under,  any
         agreement  or   instrument  to  which  the  Issuers  or  any  of  their
         Subsidiaries is a party or by which it is bound;

                   (vi) each of the Issuers shall have  delivered to the Trustee
         an Opinion of Counsel to the effect  that after the 91st day  following
         their deposit, the trust funds will not be subject to the effect of any
         applicable  bankruptcy,  insolvency,  reorganization  or  similar  laws
         affecting  creditors' rights generally or to the rights of any creditor
         of the Issuers or any Subsidiary  Guarantor other than those continuing
         rights of the applicable holders of Securities; and

                  (vii) each of the Issuers shall have  delivered to the Trustee
         an Officers'  Certificate and an Opinion of Counsel,  each stating that
         all  conditions   precedent   under  this  Indenture  to  either  legal
         defeasance  or  covenant  defeasance,  as the  case may be,  have  been
         complied with.

                  (e) All United States Dollars and U.S. Government  Obligations
(including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee,  collectively  for  purposes  of this  paragraph  (e),  the  "Trustee")
pursuant to paragraph (d) above in respect of the outstanding  Securities  shall
be held in trust and applied by the Trustee,  in accordance  with the provisions
of such  Securities  and this  Indenture,  to the  payment,  either  directly or
through any Paying  Agent as the Trustee may  determine,  to the Holders of such
Securities  of all sums due and to become due  thereon in respect of  principal,
premium and  interest,  but such money need not be  segregated  from other funds
except to the extent required by law.

                  The Issuers shall pay and  indemnify  the Trustee  against any
tax,  fee or other  charge  imposed on or assessed  against the U.S.  Government
Obligations deposited pursuant to paragraph (d) above or the principal, premium,
if any, and interest received in respect thereof other than any such tax, fee or
other  charge that by law is for the  account of the Holders of the  outstanding
Securities.

                  Anything in this Section 8.2 to the contrary  notwithstanding,
the  Trustee  shall  deliver  or pay to the  Issuers  from time to time upon the
request,  in writing,  by the Issuers any money or U.S.  Government  Obligations
held by it as  provided  in  paragraph  (d)  above  that,  in the  opinion  of a
nationally  recognized  firm of independent  public  accountants  expressed in a
written  certification  thereof  delivered to the Trustee,  are in excess of the
amount  thereof  that  would  then be  required  to be  deposited  to  effect an
equivalent legal defeasance or covenant defeasance.

                  SECTION VIII.3 Application of Trust Money.

                  The  Trustee  shall  hold in trust  money  or U.S.  Government
Obligations  deposited with it pursuant to Sections 8.1 and 8.2, and shall apply
the deposited money and the money from U.S. Government Obligations in accordance
with this  Indenture  to the  payment of  principal  of,  premium,  if any,  and
interest on the Securities.

                  SECTION VIII.4  Repayment  to  the  Issuers  or a
                                      Subsidiary Guarantor.

                  Subject to  Sections  7.7,  8.1 and 8.2,  the  Trustee and the
Paying Agent shall promptly pay to the Issuers, or if deposited with the Trustee
by any Subsidiary  Guarantor,  to such Subsidiary  Guarantor upon receipt by the
Trustee and the Paying  Agent of  Officers'  Certificates  stating the amount to
which each of the Issuers or such Subsidiary  Guarantor,  as the case may be, is
entitled,  any excess money,  determined in accordance with Section 8.2(e), held
by it at any time.  The Trustee and the Paying Agent shall pay to the Issuers or
such  Subsidiary  Guarantor,  as the case may be, upon receipt by the Trustee or
the Paying  Agent,  as the case may be, of  Officers'  Certificates  stating the
amount to which the Issuers or such Subsidiary Guarantor, as the case may be, is
entitled, any money held by it for the payment of principal, premium, if any, or
interest  that remains  unclaimed  for two years after payment to the Holders is
required;  provided, however, that the Trustee and the Paying Agent before being
required to make any payment  may,  but need not, at the expense of the Issuers,
mail by first-class mail to each Holder of Securities  entitled to such money at
such  Holder's  address  as set forth on the  Register  notice  that such  money
remains  unclaimed and that after a date  specified  therein,  which shall be at
least one year  from the date of such  publication  or  mailing,  any  unclaimed
balance  of such  money  then  remaining  will be repaid to the  Issuers or such
Subsidiary  Guarantor,  as the case may be. After payment to the Issuers or such
Subsidiary Guarantor, as the case may be, Securityholders entitled to money must
look solely to the Issuers and such Subsidiary  Guarantor for payment as general
creditors unless an applicable abandoned property law designates another Person,
and all  liability  of the  Trustee or Paying  Agent with  respect to such money
shall thereupon cease.

                  SECTION VIII.5  Reinstatement.

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

                                   ARTICLE IX

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

                  SECTION IX.1 Without Consent of Holders.

                  The Issuers and any Subsidiary Guarantors,  when authorized by
Resolutions  of their  respective  Boards,  and the Trustee may amend,  waive or
supplement this Indenture and the Securities without notice to or consent of any
Securityholder:

                  (a)      to cure any  ambiguity,  defect  or  inconsistency, 
         provided  that  such  amendment  or supplement does not adversely 
         affect the rights of any Holder;

                  (b)      to comply with any requirements of the Commission un-
         der the TIA;

                  (c) to evidence the  succession in  accordance  with Article V
         hereof of another  Person and the  assumption by any such  successor of
         the covenants of any of the Issuers or any Subsidiary  Guarantor herein
         and in the Securities;

                  (d)      to evidence  and provide for the  acceptance  of  
         appointment  hereunder  by a successor Trustee with respect to the 
         Securities;

                  (e)      to make any change that does not adversely affect the
         rights of any Holder; or

                  (f)      to add a Subsidiary Guarantor pursuant to Section 
         4.11.

                  SECTION IX.2 With Consent of Holders.

                  Subject to Section 6.7 and the provisions of this Section 9.2,
the Issuers and any  Subsidiary  Guarantors,  when  authorized by Resolutions of
their respective  Boards, and the Trustee may amend or supplement this Indenture
or the Securities in any respect with the written  consent of the Holders of not
less than a majority in aggregate principal amount at maturity of the Securities
then outstanding. Subject to Section 6.7 and the provisions of this Section 9.2,
the Holders of, in the  aggregate,  at least a majority in  aggregate  principal
amount at maturity of the outstanding  Securities  affected may waive compliance
by the Issuers or any Subsidiary Guarantor with any provision of this Indenture,
the Securities or any Subsidiary  Guarantee,  as the case may be, without notice
to any other Securityholder.

                  Notwithstanding  the  foregoing,  without  the consent of each
Securityholder affected, an amendment,  supplement or waiver, including a waiver
pursuant to Section 6.4, may not:

                  (a)      reduce the principal  amount of or Accreted  Value 
         of, extend the fixed  maturity of, or alter the redemption provisions 
         of, the Securities;

                  (b)      change the  currency in which any  Securities  or any
         premium or the  accrued  interest thereon is payable;

                  (c) reduce the  percentage in principal  amount of outstanding
         Securities which must consent to an amendment,  supplement or waiver or
         consent to take any action under this Indenture,  the Securities or any
         Subsidiary Guarantees;

                  (d)      impair  the  right to  institute  suit for the  en-
         forcement  of any  payment  on or with respect to the Securities or any
         Subsidiary Guarantee;

                  (e)      waive a default in payment with respect to the Secur-
         ities;

                  (f)      reduce the rate or extend the time for payment of in-
         terest  on the  Securities  or amend the rate of accretion on the Secu-
         rities or amend the definition of Accreted Value;

                  (g)  alter  the  obligation  to  purchase  the  Securities  in
         accordance  with this  Indenture  following the  occurrence of an Asset
         Sale or a Change of  Control or waive any  default  in the  performance
         thereof;

                  (h)      adversely affect the ranking of the Securities or any
         Subsidiary Guarantees;

                  (i)      release any Subsidiary Guarantee other than in accor-
         dance with this Indenture; or

                  (j)      modify this Section 9.2 or Section 6.4.

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

                  After an  amendment  or waiver  under this Section 9.2 becomes
effective,  the  Issuers  shall mail to the  Holders  affected  thereby a notice
briefly  describing the amendment or waiver.  Any failure of the Issuers to mail
such notice,  or any defect therein,  shall not,  however,  in any way impair or
affect the validity of any such amendment or waiver.

                  Promptly after the execution by the Issuers and any Subsidiary
Guarantors  and  the  Trustee  of any  supplemental  indenture  pursuant  to the
provisions  of this Section 9.2, the Trustee shall give notice  thereof,  at the
expense of the  Issuers,  to the  Holders  of then  outstanding  Securities,  by
mailing a notice thereof by first-class  mail to such Holders at their addresses
as they shall  appear on the books of the  Registrar,  and such notice shall set
forth in general terms the substance of such supplemental indenture. Any failure
of the Trustee to give such notice,  or any defect therein,  shall not, however,
in any way impair or affect the validity of any such supplemental indenture.

                  SECTION IX.3  Compliance with Trust Indenture Act.

                  Every  amendment  to or  supplement  of this  Indenture or the
Securities  or any  Subsidiary  Guarantee  shall  comply with the TIA as then in
effect.

                  SECTION IX.4  Revocation and Effect of Amendments
                                      and Consents.

                  Until an amendment or waiver becomes  effective,  a consent to
it by a Holder is a continuing consent by the Holder and every subsequent Holder
of that Security or portion of that Security that evidences the same debt as the
consenting Holder's Security, even if notation of the consent is not made on any
Security. Any such Holder or subsequent Holder,  however, may revoke the consent
as to his Security or portion of a Security.  Such revocation shall be effective
only if the  Trustee  receives  the  notice of  revocation  before  the date the
amendment,  supplement or waiver becomes effective.  Notwithstanding  the above,
nothing in this paragraph shall impair the right of any Securityholder under ss.
316(b) of the TIA.

                  The Issuers may,  but shall not be obligated  to, fix a record
date for the  purpose of  determining  the  Holders of  Securities  entitled  to
consent to any amendment,  supplement or waiver. If a record date is fixed, then
notwithstanding  the second and third  sentences  of the  immediately  preceding
paragraph,  those Persons who were Holders of Securities at such record date (or
their duly  designated  proxies),  and only those Persons,  shall be entitled to
consent  to such  amendment,  supplement  or  waiver or to  revoke  any  consent
previously  given,  whether  or not  such  Persons  continue  to be  Holders  of
Securities  after such record  date.  Such consent  shall be effective  only for
actions taken within 90 days after such record date.

                  After an amendment, supplement or waiver becomes effective, it
shall bind every Securityholder (and every subsequent Securityholder), unless it
makes a change described in any of clauses (a) through (j) of Section 9.2; if it
makes such a change, the amendment, supplement or waiver shall bind every Holder
consenting  thereto  and every  subsequent  Holder of a Security or portion of a
Security that evidences the same debt as the consenting Holder's Security.

                  SECTION IX.5 Notation on or Exchange of Securities.

                  If an amendment,  supplement or waiver  changes the terms of a
Security,  the Trustee shall (in accordance  with the specific  direction of the
Issuers)  request the Holder of the Security to deliver it to the  Trustee.  The
Trustee shall (in accordance  with the specific  direction of the Issuers) place
an appropriate notation on the Security about the changed terms and return it to
the Holder.  Alternatively,  if the Issuers or the  Trustee so  determines,  the
Issuers  in  exchange  for  the  Security  shall  issue  and the  Trustee  shall
authenticate a new Security that reflects the changed terms. Failure to make the
appropriate  notation or issue a new Security  shall not affect the validity and
effect of such amendment, supplement or waiver.

                  SECTION IX.6  Trustee To Sign Amendments, Etc.

                  The Trustee  shall sign any  amendment,  supplement  or waiver
authorized  pursuant to this Article IX if the  amendment,  supplement or waiver
does not adversely affect the rights, duties or immunities of the Trustee. If it
does, the Trustee may, but need not, sign it.

                                    ARTICLE X

                                    GUARANTEE

                  SECTION X.1 Unconditional Guarantee.

                  Each  Subsidiary  Guarantor,  if any,  hereby  unconditionally
guarantees in accordance  with the provisions of Section 4.11, to each Holder of
a Security authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns,  the Securities that: (i) the principal of, premium,  if
any,  and  interest on the  Securities  will be promptly  paid in full when due,
subject to any applicable grace period,  whether at maturity, by acceleration or
otherwise  and  interest on the overdue  principal,  if any, and interest on any
interest,  to the extent lawful, of the Securities to the Holders or the Trustee
will be promptly  paid in full or performed,  all in  accordance  with the terms
hereof  and  thereof;  and (ii) in case of any  extension  of time of payment or
renewal of any  Securities,  the same will be promptly  paid in full when due or
performed in accordance  with the terms of the extension or renewal,  subject to
any applicable  grace period,  whether at stated  maturity,  by  acceleration or
otherwise,  subject,  however, in the case of clauses (i) and (ii) above, to the
limitations  set forth in Section  10.03.  Each  Subsidiary  Guarantor,  if any,
hereby  agrees  that  its   obligations   hereunder   shall  be   unconditional,
irrespective of the validity,  regularity or enforceability of the Securities or
this  Indenture,  the absence of any action to enforce  the same,  any waiver or
consent by any Holder of the Securities with respect to any provisions hereof or
thereof, the recovery of any judgment against the Issuers, and action to enforce
the same or any other  circumstance  that might otherwise  constitute a legal or
equitable  discharge or defense of a guarantor.  Each Subsidiary  Guarantor,  if
any, hereby waives diligence,  presentment,  demand of payment, filing of claims
with a court in the event of insolvency or bankruptcy of the Issuers,  any right
to require a  proceeding  first  against the  Issuers,  protest,  notice and all
demands  whatsoever  and covenants  that its  Subsidiary  Guarantee  will not be
discharged  except by complete  performance of the obligations  contained in the
Securities,   this   Indenture  and  in  its   Subsidiary   Guarantee.   If  any
Securityholder or the Trustee is required by any court or otherwise to return to
the Issuers, any Subsidiary Guarantor or any custodian,  trustee,  liquidator or
other similar  official acting in relation to the Issuers or any such Subsidiary
Guarantor,  any amount paid by the Issuers or any such  Subsidiary  Guarantor to
the Trustee or such  Securityholder,  each  Subsidiary  Guarantee  to the extent
theretofore  discharged,  shall be  reinstated  in full force and  effect.  Each
Subsidiary Guarantor further agrees that, as between it and all other 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  VI  for  the   purposes   of  a   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  acceleration  of such  obligations as provided in Article VI, such
obligations  (whether or not due and  payable)  shall  forthwith  become due and
payable  by  the  Subsidiary  Guarantors  for  the  purpose  of  the  Subsidiary
Guarantees.

                  SECTION X.2  Severability.

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

                  SECTION X.3 Limitation of Liability.

                  Each Subsidiary  Guarantor,  and by its acceptance hereof each
Holder,  hereby  confirms  that it is the intention of all such parties that the
guarantee by each Subsidiary  Guarantor pursuant to its Subsidiary Guarantee not
constitute a fraudulent  transfer or conveyance  for purposes of any  Bankruptcy
Law, the Uniform Fraudulent  Conveyance Act, the Uniform Fraudulent Transfer Act
or any similar Federal or state law. To effectuate the foregoing intention,  the
Holders  and  each  Subsidiary  Guarantor  hereby  irrevocably  agree  that  the
obligations of each Subsidiary Guarantor under its Subsidiary Guarantee shall be
limited  to the  maximum  amount  as will,  after  giving  effect  to all  other
contingent and fixed  liabilities of such Subsidiary  Guarantor and after giving
effect to any  collections  from or payments  made by or on behalf of any of the
other  Subsidiary  Guarantors  in  respect  of the  obligations  of  such  other
Subsidiary  Guarantors  under the other  Subsidiary  Guarantees  or  pursuant to
Section 10.05, result in the obligations of such Subsidiary  Guarantor under its
Subsidiary Guarantee not constituting such fraudulent transfer or conveyance.

                  SECTION X.4  Subsidiary Guarantors May
                      Consolidate, etc., on Certain Terms.

                  (a) Nothing  contained in this  Indenture or in the Securities
shall prevent any consolidation or merger of a Subsidiary Guarantor with or into
an Issuer or another Subsidiary Guarantor or shall prevent any sale of assets or
conveyance  of  the  property  of a  Subsidiary  Guarantor  as  an  entirety  or
substantially as an entirety, to an Issuer or another Subsidiary Guarantor. Upon
any such  consolidation,  merger, sale or conveyance,  the Subsidiary  Guarantee
given by such Subsidiary Guarantor shall no longer have any force or effect.

                  (b) Upon the sale or  disposition  as an entirety  (whether by
merger,  stock purchase,  asset sale or otherwise) of a Subsidiary Guarantor (or
all or substantially all its assets) to a Person that is not a Subsidiary of the
Company and which sale or  disposition  is otherwise in compliance  with Section
4.17 and the other terms of this Indenture,  such Subsidiary  Guarantor shall be
deemed  released from all  obligations  under this Article X without any further
action required on the part of the Trustee or any Holder.

                  The Trustee shall deliver an appropriate instrument evidencing
such release upon receipt of a request by the Issuers  accompanied  by Officers'
Certificates  and Opinions of Counsel  certifying as to the compliance with this
Section 10.04.  Any Subsidiary  Guarantor not so released remains liable for the
full amount of principal of and interest on the  Securities  as provided in this
Article X.

                  SECTION X.5  Contribution.

                  In order to provide for just and equitable  contribution among
the Subsidiary  Guarantors,  the Subsidiary  Guarantors agree, inter se, that in
the event any payment or  distribution  is made by any  Subsidiary  Guarantor (a
"Funding  Guarantor")  under  any of the  Subsidiary  Guarantees,  such  Funding
Guarantor  shall  be  entitled  to a  contribution  from  all  other  Subsidiary
Guarantors  in a pro rata amount  based on the  Adjusted  Net Assets (as defined
below) of each of the Subsidiary  Guarantors  (including the Funding  Guarantor)
for all  payments,  damages and expenses  incurred by that Funding  Guarantor in
discharging  the  Issuers'  obligations  with respect to the  Securities  or any
obligations of any of the other Subsidiary Guarantors with respect to any of the
Subsidiary  Guarantees.  "Adjusted  Net  Assets" of any Person at any date shall
mean the  lesser of the amount by which (x) the fair  value of the  property  of
such  Person  exceeds  the  total  amount  of  liabilities,  including,  without
limitation,  contingent  liabilities (after giving effect to all other fixed and
contingent  liabilities  incurred  or  assumed  on  such  date),  but  excluding
liabilities under a Subsidiary Guarantee of such Person at such date and (y) the
present fair salable value of the assets of such Person at such date exceeds the
amount that will be required to pay the probable liability of such Person on its
debts  (after  giving  effect to all  other  fixed  and  contingent  liabilities
incurred or assumed on such date),  excluding  debt in respect of the Subsidiary
Guarantee of such Person, as they become absolute and matured.

                  SECTION X.6 Waiver of Subrogation.

                  Until all Obligations under each of the Subsidiary Guarantees,
the  Securities  and this  Indenture  are paid in full,  each of the  Subsidiary
Guarantors hereby  irrevocably waives any claims or other rights that it may now
or hereafter acquire against the Issuers that arise from the existence, payment,
performance or enforcement of its obligations under its Subsidiary Guarantee and
this  Indenture,  including,  without  limitation,  any  right  of  subrogation,
reimbursement,  exoneration, indemnification and any right to participate in any
claim or remedy of any Holder of Securities against the Issuers,  whether or not
such claim,  remedy or right  arises in equity,  or under  contract,  statute or
common law, including, without limitation, the right to take or receive from the
Issuers,  directly or indirectly,  in cash or other property or by set-off or in
any other manner,  payment or security on account of such claim or other rights.
If any  amount  shall  be  paid to any of the  Guarantors  in  violation  of the
preceding  sentence and the  Securities  shall not have been paid in full,  such
amount  shall have been  deemed to have been paid to such Person for the benefit
of, and held in trust for the  benefit of, the  Holders of the  Securities,  and
shall,  forthwith  be paid to the Trustee for the benefit of such  Holders to be
credited and applied  upon the  Securities,  whether  matured or  unmatured,  in
accordance with the terms of this Indenture.  Each of the Subsidiary  Guarantors
acknowledges  that it  will  receive  direct  and  indirect  benefits  from  the
financing  arrangements  contemplated  by this Indenture and that the waiver set
forth in this Section 10.06 is knowingly made in contemplation of such benefits.

                  SECTION X.7 Execution of Guarantee.

                  To evidence their guarantee to the  Securityholders  set forth
in this  Article  X,  each  Subsidiary  Guarantor  hereby  agrees  to  execute a
Subsidiary  Guarantee in substantially  the form of Exhibit B to this Indenture,
which  shall be  endorsed  on each  Security  ordered  to be  authenticated  and
delivered by the  Trustee.  Each  Subsidiary  Guarantor  hereby  agrees that its
Subsidiary  Guarantee set forth in this Article X shall remain in full force and
effect  notwithstanding  any failure to endorse on each Security a notation of a
Subsidiary  Guarantee.  A  Subsidiary  Guarantee  shall be signed on behalf of a
Subsidiary Guarantor by two Officers,  or an Officer and an Assistant Secretary,
or one Officer  shall sign and one Officer or an  Assistant  Secretary  (each of
whom shall, in each case,  have been duly authorized by all requisite  corporate
or partnership  actions) shall attest to the Subsidiary  Guarantee  prior to the
authentication of the Security on which it is endorsed, and the delivery of such
Security by the  Trustee,  after the  authentication  thereof  hereunder,  shall
constitute due delivery of the Subsidiary Guarantee on behalf of such Subsidiary
Guarantor.  Such  signatures  upon a  Subsidiary  Guarantee  may be by manual or
facsimile  signature  of  such  officers  and  may  be  imprinted  or  otherwise
reproduced  on the  Subsidiary  Guarantee and in case any such officer who shall
have signed a Subsidiary  Guarantee  shall cease to be such  officer  before the
Security  on  which  the  Subsidiary  Guarantee  is  endorsed  shall  have  been
authenticated  and delivered by the Trustee or disposed of by the Issuers,  such
Security  nevertheless  may be  authenticated  and  delivered  or disposed of as
though the Person who signed the Subsidiary  Guarantee had not ceased to be such
officer of the Subsidiary Guarantor.

                  SECTION X.8  Waiver of Stay, Extension or Usury
                                        Laws.

                  Each Subsidiary  Guarantor,  if any,  covenants (to the extent
that it may lawfully do so) that it will not at any time insist upon,  plead, or
in any manner  whatsoever claim or take the benefit or advantage of, any stay or
extension law or any usury law or other law that would  prohibit or forgive such
Subsidiary  Guarantor  from  performing a Subsidiary  Guarantee as  contemplated
herein,  wherever  enacted,  now or at any time hereafter in force, or which may
affect the covenants or the  performance of this  Indenture;  and (to the extent
that it may lawfully do so) each Subsidiary Guarantor,  if any, hereby expressly
waives all benefit or advantage of any such law, and covenants  that it will not
hinder,  delay or impede  the  execution  of any  power  herein  granted  to the
Trustee,  but will suffer and permit the execution of every such power as though
no such law had been enacted.

                                   ARTICLE XI

                                  MISCELLANEOUS

                  SECTION XI.1  Trust Indenture Act Controls.

                  If and to the  extent  that any  provision  of this  Indenture
limits,  qualifies  or  conflicts  with the duties  imposed by, or with  another
provision (an "incorporated  provision") included in this Indenture by operation
of,  Sections  310 to  318,  inclusive,  of the  TIA,  such  imposed  duties  or
incorporated provision shall control.


<PAGE>


                  SECTION XI.2  Notices.

                  Any  notice  or  communication  shall  be  deemed  given if in
writing and  delivered  in Person or mailed by  first-class  mail,  addressed as
follows, and received by the addressee:

                  (a)      if to the Issuers or any Subsidiary Guarantor:

                           Sprint Spectrum L.P.
                           4900 Main Street
                           12th Floor
                           Kansas City, Missouri  64112

                           Attention:  Joseph M. Gensheimer, Esq.

                  (b)      if to the Trustee:

                           The Bank of New York
                           101 Barclay Street
                           Floor 21 West
                           New York, New York  10286

                           Attention:  Corporate Trust Trustee
                                         Administration

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

                  Any notice or communication  mailed to a Holder of a Security,
including  any notice  delivered  in  connection  with TIA ss.  310(b),  TIA ss.
313(c), TIA ss. 314(a) and TIA ss. 315(b),  shall be mailed to him,  first-class
postage prepaid,  at his address as it appears on the registration  books of the
Registrar  and  shall  be  deemed  given  to him if so  mailed  within  the time
prescribed.

                  Failure to mail a notice or  communication to a Securityholder
or any  defect in it shall not  affect  its  sufficiency  with  respect to other
Securityholders.  Except for a notice to the Trustee, which is deemed given only
when received,  if a notice or  communication  is mailed in the manner  provided
above, it is duly given, whether or not the addressee receives it.

                  SECTION XI.3  Communications by Holders with Other
                                        Holders.

                  Securityholders  may  communicate  pursuant to TIA ss.  312(b)
with other  Securityholders with respect to their rights under this Indenture or
the  Securities.  The Issuers,  the Trustee,  the Registrar and any other Person
shall have the protection of TIA ss. 312(c).

                  SECTION XI.4  Certificate and Opinion of Counsel
                                        as to Conditions Precedent.

                  Upon  any  request  or  application  by  the  Issuers  or  any
Subsidiary Guarantor to the Trustee to take any action under this Indenture, the
Issuers or any  Subsidiary  Guarantor,  as the case may be, shall furnish to the
Trustee (a) Officers'  Certificates  in form and substance  satisfactory  to the
Trustee stating that, in the opinion of the signers,  all conditions  precedent,
if any, provided for in this Indenture relating to the proposed action have been
complied with, (b) Opinions of Counsel in form and substance satisfactory to the
Trustee  stating that, in the opinion of such counsel,  all such conditions have
been complied  with and (c) where  applicable,  a  certificate  or opinion by an
accountant that complies with TIA ss. 314(c).


<PAGE>


                  SECTION XI.5  Statements Required in Certificate
                                        and Opinion of Counsel.

                  Each  certificate  and  Opinion  of  Counsel  with  respect to
compliance  with a condition or covenant  provided for in this  Indenture  shall
include:

                  (a)      a  statement  that the Person  making  such  certifi-
         cate  or Opinion of Counsel 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 contained in 
         such certificate or Opinion of Counsel are based;

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

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


                  SECTION XI.6  Rules by Trustee, Paying Agent,
                                        Registrar.

                  The Trustee may make  reasonable  rules in accordance with the
Trustee's  customary practices for action by or at a meeting of Securityholders.
The Paying Agent or Registrar may make reasonable rules for its functions.

                  SECTION XI.7 Legal Holidays.

                  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 for the intervening period.

                  SECTION XI.8 Governing Law.

                  The  internal  laws of the State of New York shall govern this
Indenture,  the  Securities  and any  Subsidiary  Guarantees  without  regard to
principles of conflict of laws.

                  SECTION XI.9  No Recourse Against Others.

                  A trustee, director, officer, employee, stockholder,  partner,
organizer or  incorporator,  as such,  of the Issuers or a Subsidiary  Guarantor
(including  Sprint  Spectrum  Holding  Company,  L.P. and the Partners  (and the
Affiliates of the Partners)) shall not have any liability for any obligations of
the Issuers or a Subsidiary  Guarantor under the  Securities,  this Indenture or
any  Subsidiary  Guarantee or for any claim based on, in respect of or by reason
of such  obligations  or their  creation.  Each  Securityholder  by  accepting a
Security waives and releases all such liability.

                  SECTION XI.10  Successors.

                  All agreements of the Issuers and any Subsidiary  Guarantor in
this Indenture,  the Securities and any Subsidiary  Guarantees  shall bind their
respective  successors.  All agreements of the Trustee in this  Indenture  shall
bind its successor.

                  SECTION XI.11 Duplicate Originals.

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

                  SECTION XI.12 Joint and Several Obligations.

                  Each of the Issuers shall have joint and several  liability in
respect of all obligations hereunder.  Each Issuer hereby acknowledges that this
Agreement is the independent  and several  obligation of each of the Issuers and
may be enforced against either Issuer separately,  whether or not enforcement of
any right or remedy  hereunder  has been sought  against any other party hereto.
Each Issuer hereby  expressly  waives,  with respect to any of the amounts owing
hereunder by any other Issuer in respect of the obligations  (collectively,  the
"Other Obligations"), diligence, presentment, demand of payment, protest and all
notices whatsoever,  and any requirement that any other party exhaust any right,
power or remedy or proceed  against such other  Issuer  under this  Indenture or
against any other Person under any other  guarantee  of, or security for, any of
such Other Obligations.

                  SECTION XI.13  Separability.

                  In case any provision in this Indenture,  the Securities or in
any  Subsidiary  Guarantee  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,  and a Holder  shall  have no claim
therefor against any party hereto.

                  SECTION XI.14  Table of Contents, Headings, Etc.

                  The table of contents,  cross-reference  sheet and headings of
the Articles and Sections of this Indenture  have been inserted for  convenience
of reference  only, and are not to be considered a part hereof,  and shall in no
way modify or restrict any of the terms or provisions hereof.


<PAGE>


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


                                  SPRINT SPECTRUM L.P., as
                                   Co-Issuer

                                  By:  Sprint Spectrum Holding
                                         Company, L.P., its
                                         General Partner


                                  By:  /s/ Robert M. Neumeister, Jr.
                                  Name:  Robert M. Neumeister, Jr.
                                  Title:  Chief Financial Officer


                                  SPRINT SPECTRUM FINANCE
                                   CORPORATION, as Co-Issuer

                                  By:  /s/ Robert M. Neumeister, Jr.
                                  Name:  Robert M. Neumeister, Jr.
                                  Title:  Chief Financial Officer


                                  THE BANK OF NEW YORK,
                                   as Trustee


                                  By:  /s/ Paul J. Schmalzel
                                  Name:  Paul J. Schmalzel
                                  Title:  Assistant Treasurer


<PAGE>




                                                                       Exhibit A


                              SPRINT SPECTRUM L.P.
                       SPRINT SPECTRUM FINANCE CORPORATION


This  Security is issued with  original  issue  discount for purposes of Section
1271 et seq. of the Internal  Revenue Code. For each $1,000 of principal  amount
of this  Security,  the issue price is $546.87 and the amount of original  issue
discount is $453.13.  The issue date of the this Security is August 23, 1996 and
the yield to maturity is 12-1/2%.

                                                           Cusip No.:  85207FAB4


No.                                 $

                           12 1/2% SENIOR DISCOUNT NOTE DUE 2006


     Each of SPRINT  SPECTRUM  L.P.  and  SPRINT  SPECTRUM  FINANCE  CORPORATION
promises to pay to Cede & Co. or registered  assigns upon  surrender  hereof the
principal sum of Dollars on August 15, 2006.

Interest Payment Dates:  February 15, August 15 and at stated maturity.



                                              By:  Sprint Spectrum L.P.

                                              By:  Sprint Spectrum Holding
                                                    Company, L.P., its
                                                    General Partner


                                              By:
                                              Name:
                                              Title:


                                              By:
                                              Name:
                                              Title:



<PAGE>


                                              By:  Sprint Spectrum Finance
                                                    Corporation



                                              By:
                                              Name:
                                              Title:


                                              By:
                                              Name:
                                              Title:

Dated:


<PAGE>


Certificate of Authentication

     This is one of the  Senior  Discount  Notes  due  2006  referred  to in the
within-mentioned Indenture.

                                              THE BANK OF NEW YORK, as Trustee


                                              By:
                                                   Authorized Signatory


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                              (REVERSE OF SECURITY)

                              SPRINT SPECTRUM L.P.
                       SPRINT SPECTRUM FINANCE CORPORATION

                      12 1/2% SENIOR DISCOUNT NOTE DUE 2006



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          1. Interest. SPRINT SPECTRUM L.P., a Delaware limited partnership (the
     "Company"), and SPRINT SPECTRUM FINANCE CORPORATION, a Delaware corporation
     ("FinCo" and, together with the Company, the "Issuers"),  promise to pay to
     the registered holder of this Security,  until the principal hereof is paid
     or duly  provided for,  interest on the  principal  amount set forth on the
     face of this  Security  at a rate of 12 1/2%  per  annum.  Interest  on the
     Securities  will  accrue from and  including  the most recent date to which
     interest  has been paid or duly  provided  for or, if no interest  has been
     paid or duly provided  for, from and including  August 15, 2001 through but
     excluding the date on which interest is paid or duly provided for. Interest
     shall be payable in arrears on each February 15 and August 15 and at stated
     maturity,  commencing  February 15, 2002.  Interest will be computed on the
     basis of a 360-day year of twelve 30-day months.

          The principal of this Security shall not bear or accrue interest until
     August 15,  2001,  except in the case of a default in payment of  principal
     and/or premium,  if any, upon acceleration,  redemption or purchase and, in
     such  case,  the  overdue  principal  and any  overdue  premium  shall bear
     interest at the rate of 12 1/2% per annum (compounded  semiannually on each
     February 15 and August 15) (to the extent that the payment of such interest
     shall be legally  enforceable),  from the dates such  amounts are due until
     they are paid or duly provided for. To the extent,  but only to the extent,
     interest on amounts in default  constituting  original issue discount prior
     to August 15, 2001 is not permitted by law,  original  issue discount shall
     continue to accrete until paid or duly provided for. On or after August 15,
     2001, interest on overdue principal and premium, if any, and, to the extent
     permitted by law, on overdue  installments  of interest will accrue,  until
     the  principal  and premium,  if any, is paid or duly  provided for, at the
     rate of 12 1/2% per annum.  Interest  on any overdue  principal  or premium
     shall be payable on demand.

          2. Method of Payment.  The Issuers will pay interest on the Securities
     (except  defaulted  interest) to the  registered  Holder of this  Security.
     Holders must  surrender  Securities to a Paying Agent to collect  principal
     payments. The Issuers will pay principal,  premium, if any, and interest in
     money of the United  States that at the time of payment is legal tender for
     the payment of public and private debts ("U.S. Legal Tender"). However, the
     Issuers may pay principal,  premium,  if any, and interest by wire transfer
     of Federal funds or interest by check payable in U.S. Legal Tender.

          3. Paying Agent. Initially,  The Bank of New York (the "Trustee") will
     act as a Paying  Agent.  The  Issuers may change any Paying  Agent  without
     notice.  Neither the Issuers nor any of their  Affiliates may act as Paying
     Agent.

          4.  Indenture.  The Issuers issued the  Securities  under an Indenture
     dated as of August 15,  1996 (the  "Indenture")  among the  Issuers and the
     Trustee.  This  Security  is one of an issue of  Securities  of the Issuers
     issued, or to be issued, under the Indenture.  Capitalized terms herein are
     used as defined in the Indenture unless otherwise defined herein. The terms
     of the Securities include those stated in the Indenture and those made part
     of the  Indenture by reference to the Trust  Indenture Act of 1939 (15 U.S.
     Code ss.ss. 77aaa-77bbbb), as amended from time to time. The Securities are
     subject to all such terms,  and Holders are referred to the  Indenture  and
     such Act for a statement of them. The Securities are senior  obligations of
     the  Issuers  limited  in  aggregate   principal   amount  at  maturity  to
     $500,000,000.

          5. Subsidiary  Guarantees.  This Security may after the date hereof be
     entitled  to  certain  Subsidiary  Guarantees  made for the  benefit of the
     Holders pursuant to Section 4.11 of the Indenture.

          6. Mandatory  Accreted  Interest  Redemption.  On August 15, 2001, the
     Issuers  are  required  to redeem an amount  equal to  $384.772  per $1,000
     principal  amount at maturity of each  Security  outstanding  on a pro rata
     basis at a redemption  price of 100% of the principal amount at maturity of
     the  Securities so redeemed.  If the  redemption of a Security  pursuant to
     this Paragraph 6 would result in an outstanding  Security in a denomination
     (i) of less than $1,000  principal amount at maturity or (ii) other than an
     integral  multiple of $1,000  principal  amount at maturity,  such Security
     will be  redeemed  (a) in whole,  in the case of clause  (i),  or (b) by an
     additional  amount so that such  Security will be in a  denomination  of an
     integral  multiple of $1,000 principal  amount at maturity,  in the case of
     clause (ii).

          7. Optional  Redemption.  The Issuers, at their option, may redeem all
     or any of the  Securities,  in whole  or in  part,  at any time on or after
     August 15, 2001, at the  redemption  prices  (expressed as  percentages  of
     principal  amount at  maturity)  set forth  below,  plus accrued and unpaid
     interest,  if any, to the redemption  date, if redeemed during the 12-month
     period beginning on August 15 of the years indicated below:

         Year                                                   Redemption Price

         2001...............................................        110.00%
         2002...............................................        106.50%
         2003...............................................        103.25%
         2004 and thereafter................................        100.00%
          8. Redemption Upon Public Equity  Offering.  Prior to August 15, 1999,
     the Issuers may redeem up to 35% of the originally  issued principal amount
     at maturity of the Securities at a redemption  price equal to 112.5% of the
     Accreted  Value at the  redemption  date of the Securities so redeemed with
     the net proceeds of one or more Public  Equity  Offerings of Common  Equity
     Interests  of (i) the  Company,  (ii)  Holdings or (iii) a Special  Purpose
     Corporation, in any case, resulting in gross proceeds to (or contributed to
     the Company in respect of Common Equity Interests) of at least $100 million
     in the  aggregate;  provided  that at least  65% of the  originally  issued
     principal  amount at maturity of the  Securities  would remain  outstanding
     immediately after giving effect to such redemption.

          9. Notice of Redemption.  Notice of redemption will be mailed at least
     30 days but not more than 60 days before the redemption date to each Holder
     of Securities to be redeemed.  On and after the Redemption Date, unless the
     Issuers default in making the redemption payment,  Accreted Value ceases to
     accrete and interest  ceases to accrue on  Securities  or portions  thereof
     called for redemption.

          10.  Offers  To  Purchase.   The  Indenture  provides  that  upon  the
     occurrence  of a Change of Control or an Asset Sale and  subject to further
     limitations  contained therein, the Issuers shall make an offer to purchase
     outstanding  Securities in accordance  with the procedures set forth in the
     Indenture.

          11.  Denominations.  The  Securities  are in  registered  form without
     coupons and only in denominations of $1,000 of principal amount at maturity
     and integral multiples thereof.

          12. Persons Deemed Owners.  The registered Holder of this Security may
     be treated as the owner of this Security for all purposes.

          13. Unclaimed Money. If money for the payment of principal or interest
     remains  unclaimed  for one year,  the Trustee or Paying Agent will pay the
     money back to the Issuers or a Subsidiary Guarantor, as the case may be, at
     its  request.  After that,  Holders  entitled to the money must look to the
     Issuers or a Subsidiary  Guarantor for payment as general  creditors unless
     an "abandoned property" law designates another Person.

          14. Amendment,  Supplement,  Waiver, Etc. The Issuers,  any Subsidiary
     Guarantors and the Trustee (if a party thereto) may, without the consent of
     the Holders of any outstanding  Securities,  amend, waive or supplement the
     Indenture, the Securities or any Subsidiary Guarantee for certain specified
     purposes,  including,  among other things,  curing ambiguities,  defects or
     inconsistencies,  maintaining the  qualification of the Indenture under the
     Trust  Indenture Act of 1939,  as amended,  and making any change that does
     not  adversely  affect  the  rights of any  Holder.  Other  amendments  and
     modifications of the Indenture,  the Securities or any Subsidiary Guarantee
     may be made by the Issuers,  any Subsidiary  Guarantor and the Trustee with
     the  consent of the  Holders of not less than a majority  of the  aggregate
     principal  amount at maturity  of the  outstanding  Securities,  subject to
     certain  exceptions  requiring the consent of the Holders of the particular
     Securities to be affected.

          15.   Successor   Corporation.   When  a  successor   corporation   or
     partnership,  as the  case  may  be,  assumes  all the  obligations  of its
     predecessor under the Securities or a Subsidiary Guarantee, as the case may
     be,  and the  Indenture  and the  transaction  complies  with the  terms of
     Article V of the Indenture, the predecessor corporation or partnership,  as
     the case may be,  will,  except as provided in Article V, be released  from
     those obligations.

          16.  Restrictive  Covenants.  The Indenture contains certain covenants
     that,  among  other  things,  limit  the  ability  of the  Company  and the
     Restricted Subsidiaries to make restricted payments, to incur indebtedness,
     to create liens,  to sell assets,  to permit  restrictions on dividends and
     other payments by Restricted  Subsidiaries to the Company,  to consolidate,
     merge  or  sell  all or  substantially  all of its  assets,  to  engage  in
     transactions  with  affiliates  or to engage  in  certain  businesses.  The
     limitations  are  subject  to a  number  of  important  qualifications  and
     exceptions.  The Company must annually  report to the Trustee on compliance
     with such limitations.

          17.  Defaults  and  Remedies.  Events of Default  are set forth in the
     Indenture.  Subject to certain limitations in the Indenture, if an Event of
     Default (other than an Event of Default specified in Section  6.1(a)(ix) or
     (x) of the Indenture  with respect to an Issuer)  occurs and is continuing,
     then the  Holders  of not less than 25% in  aggregate  principal  amount at
     maturity  of the  outstanding  Securities  may,  and the  Trustee  upon the
     request of the Holders of not less than 25% in aggregate  principal  amount
     at maturity of the outstanding Securities shall, declare the Default Amount
     of and any accrued  interest on all of the Securities to be due and payable
     immediately.  If an Event of Default specified in Section 6.1(a)(ix) or (x)
     of the Indenture occurs with respect to an Issuer, the Default Amount 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.  Holders
     may not enforce the Indenture,  the Securities or any Subsidiary  Guarantee
     except as provided  in the  Indenture.  The  Trustee may require  indemnity
     satisfactory to it before it enforces the Indenture,  the Securities or any
     Subsidiary Guarantee. Subject to certain limitations, Holders of a majority
     in  principal  amount at maturity of the then  outstanding  Securities  may
     direct the Trustee in its  exercise of any trust or power.  The Trustee may
     withhold from Holders notice of any continuing default (except a default in
     payment of the Default Amount, principal or interest) if it determines that
     withholding notice is in their interests.

          18. Trustee Dealings with Issuers.  The Trustee,  in its individual or
     any other  capacity,  may make loans to, accept  deposits from, and perform
     services for the Issuers or their  Affiliates,  and may otherwise deal with
     the Issuers or their Affiliates, as if it were not Trustee.

          19.  No  Recourse  Against  Others.  A  director,  officer,  employee,
     partner,  stockholder  or  incorporator,  as such,  of the  Issuers  or any
     Subsidiary   Guarantor  (including  Holdings  and  the  Partners  (and  the
     Affiliates  of  the  Partners))  shall  not  have  any  liability  for  any
     obligations  of the  Issuers  or any such  Subsidiary  Guarantor  under the
     Indenture,  the  Securities  or any  Subsidiary  Guarantee or for any claim
     based  on,  in  respect  of, or by reason  of,  such  obligations  or their
     creation.  Each Holder by accepting a Security waives and releases all such
     liability.  The waiver and  release are part of the  consideration  for the
     issue of the Securities and any Subsidiary Guarantee.

          20. Discharge. The Issuers' and any Subsidiary Guarantor's obligations
     pursuant  to the  Indenture  will be  discharged,  except  for  obligations
     pursuant  to  certain  sections  thereof,  subject  to  the  terms  of  the
     Indenture,  upon the payment of all the Securities or upon the  irrevocable
     deposit  with  the  Trustee  of  U.S.  Legal  Tender  or  U.S.   Government
     Obligations  sufficient  to pay when due  principal  of and interest on the
     Securities to maturity or redemption, as the case may be.

          21. Authentication. This Security shall not be valid until the Trustee
     signs the certificate of authentication on the other side of this Security.

          The internal  laws of the State of New York shall govern this Security
     without regard to principles of conflict of laws.

          The  Company  will  furnish to any Holder  upon  written  request  and
     without charge a copy of the Indenture. Requests may be made to:

                           SPRINT SPECTRUM, L.P.
                           4900 Main Street
                           12th Floor
                           Kansas City, Missouri  64112
                           Attention:  Joseph M. Gensheimer, Esq.


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                                 ASSIGNMENT FORM


If you the Holder want to assign this Security,  fill in the form below and have
your signature guaranteed:


I or we assign and transfer this Security to



(Insert assignee's social security or tax ID number) __________




(Print or type assignee's name, address and zip code)
and irrevocably appoint agent to transfer this Security on the books of the 
Issuers.  The agent may substitute another to act for him.





Date:______________ Your Signature:
                                  (Sign exactly as your name appears on the 
                                   other side of this Security)

Signature Guarantee:


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                       OPTION OF HOLDER TO ELECT PURCHASE


     If you wish to have this  Security  purchased  by the  Issuers  pursuant to
Section 4.13 or 4.15 of the Indenture, check the Box: [ ]

     If you wish to have a portion of this  Security  purchased  by the  Issuers
pursuant to Section 4.13 or 4.15 of the Indenture, state the amount:


                                                    $------------


Date:  ________________   Your Signature:  ____________________


Signature Guarantee:  _______________________


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                                                                       EXHIBIT B


                              SUBSIDIARY GUARANTEE


                  The undersigned hereby unconditionally  guarantees on a senior
unsecured  basis to the Holder of this  Security the  payments of principal  of,
premium,  if any, and  interest on this  Security in the amounts and at the time
when due and interest on the overdue principal,  premium,  if any, and interest,
if any, of this Security, if lawful, and the payment or performance of all other
obligations of the Issuers under the Indenture or the Securities,  to the Holder
of this  Security and the  Trustee,  all in  accordance  with and subject to the
terms and  limitations  of this  Security,  Article X of the  Indenture and this
Subsidiary  Guarantee.  This  Subsidiary  Guarantee  will  become  effective  in
accordance  with  Article X of the  Indenture  and its terms shall be  evidenced
therein.  The validity and enforceability of any Subsidiary  Guarantee shall not
be affected by the fact that it is not affixed to any particular Security.

                  The   obligations  of  the   undersigned  to  the  Holders  of
Securities  and to the Trustee  pursuant to this  Subsidiary  Guarantee  and the
Indenture are expressly set forth in Article X of the Indenture and reference is
hereby made to the Indenture for the precise terms of this Subsidiary  Guarantee
and all of the  other  provisions  of the  Indenture  to which  this  Subsidiary
Guarantee relates.

                  The  internal  laws of the State of New York shall govern this
Subsidiary Guarantee without regard to principles of conflict of laws.

[                     ]


                                              By:
                                              Name:
                                              Title:


                                              By:
                                              Name:
                                              Title: