<PAGE>

                                                                     Exhibit 4.4
================================================================================

                              TeleCorp PCS, Inc.

             ____ % Senior Subordinated Discount Notes due [____]/1/


                             _____________________



                               Form of INDENTURE

                       Dated as of [_________ __, ____]


                             _____________________



                                    Trustee

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

________________________
/1/  Tenth anniversary of date of Indenture. Prior to execution all
cross-referencs will be verified.
<PAGE>

                               TABLE OF CONTENTS
                               -----------------

<TABLE>
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ARTICLE 1  Definitions and Incorporation by  Reference.........................................      1
   SECTION 1.01.  Definitions..................................................................      1
   SECTION 1.02.  Other Definitions............................................................     26
   SECTION 1.03.  Incorporation by Reference of Trust Indenture Act............................     26
   SECTION 1.04.  Rules of Construction........................................................     27

ARTICLE 2  The Securities......................................................................     27
   SECTION 2.01.  Form and Dating..............................................................     27
   SECTION 2.02.  Execution and Authentication.................................................     28
   SECTION 2.03.  Registrar and Paying Agent...................................................     28
   SECTION 2.04.  Paying Agent To Hold Money in Trust..........................................     29
   SECTION 2.05.  Securityholder Lists.........................................................     29
   SECTION 2.06.  Transfer and Exchange........................................................     29
   SECTION 2.07.  Replacement Securities.......................................................     30
   SECTION 2.08.  Outstanding Securities.......................................................     30
   SECTION 2.09.  Temporary Securities.........................................................     31
   SECTION 2.10.  Cancellation.................................................................     31
   SECTION 2.11.  Defaulted Interest...........................................................     31
   SECTION 2.12.  CUSIP Numbers................................................................     31

ARTICLE 3  Redemption..........................................................................     32
   SECTION 3.01.  Notices to Trustee...........................................................     32
   SECTION 3.02.  Selection of Securities To Be Redeemed.......................................     32
   SECTION 3.03.  Notice of Redemption.........................................................     32
   SECTION 3.04.  Effect of Notice of Redemption...............................................     33
   SECTION 3.05.  Deposit of Redemption Price..................................................     33
   SECTION 3.06.  Securities Redeemed in Part..................................................     34

ARTICLE 4  Covenants...........................................................................     34
   SECTION 4.01.  Payment of Securities........................................................     34
   SECTION 4.02.  Provision of Financial Information...........................................     34
   SECTION 4.03.  Limitation on Incurrence of Indebtedness.....................................     35
   SECTION 4.04.  Limitation on Restricted Payments............................................     39
   SECTION 4.05.  Limitation on Restrictions Affecting Restricted Subsidiaries.................     42
   SECTION 4.06.  Limitation on Certain Asset Dispositions.....................................     44
   SECTION 4.07.  Limitation on Transactions with Affiliates...................................     45
   SECTION 4.08.  Change of Control............................................................     47
   SECTION 4.09.  Compliance Certificate.......................................................     48
   SECTION 4.10.  Further Instruments and Acts.................................................     48
   SECTION 4.11.  Future Subsidiary Guarantors.................................................     48
   SECTION 4.12.  Limitation on Activities of the Company and the Restricted Subsidiaries......     48
   SECTION 4.13.  Limitation on Designations of Unrestricted Subsidiaries......................     49
   SECTION 4.14.  Limitation on Layered
   SECTION 4.15.  Additional Activities........................................................     50

ARTICLE 5  Successor Company...................................................................     50
   SECTION 5.01.  Merger, Consolidation and Certain Sales of Assets............................     50

ARTICLE 6  Defaults and Remedies...............................................................     52
   SECTION 6.01.  Events of Default............................................................     52
</TABLE>

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                               TABLE OF CONTENTS
                               -----------------

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   SECTION 6.02.  Acceleration.................................................................     53
   SECTION 6.03.  Other Remedies...............................................................     53
   SECTION 6.04.  Waiver of Past Defaults......................................................     54
   SECTION 6.05.  Control by Majority..........................................................     54
   SECTION 6.06.  Limitation on Suits..........................................................     54
   SECTION 6.07.  Rights of Holders To Receive Payment.........................................     55
   SECTION 6.08.  Collection Suit by Trustee...................................................     55
   SECTION 6.09.  Trustee May File Proofs of Claim.............................................     55
   SECTION 6.10.  Priorities...................................................................     55
   SECTION 6.11.  Undertaking for Costs........................................................     56
   SECTION 6.12.  Waiver of Stay or Extension Laws.............................................     56

ARTICLE 7  Trustee.............................................................................     56
   SECTION 7.01.  Duties of Trustee............................................................     56
   SECTION 7.02.  Rights of Trustee............................................................     57
   SECTION 7.03.  Individual Rights of Trustee.................................................     58
   SECTION 7.04.  Trustee's Disclaimer.........................................................     58
   SECTION 7.05.  Notice of Defaults...........................................................     58
   SECTION 7.06.  Reports by Trustee to Holders................................................     58
   SECTION 7.07.  Compensation and Indemnity...................................................     59
   SECTION 7.08.  Replacement of Trustee.......................................................     59
   SECTION 7.09.  Successor Trustee by Merger..................................................     60
   SECTION 7.10.  Eligibility; Disqualification................................................     61
   SECTION 7.11.  Preferential Collection of Claims Against Company............................     61
   SECTION 7.12.  Trustee Acting as Paying Agent or Registrar..................................     61

ARTICLE 8  Discharge of Indenture; Defeasance..................................................     61
   SECTION 8.01.  Discharge of Liability on Securities; Defeasance.............................     61
   SECTION 8.02.  Conditions to Defeasance.....................................................     62
   SECTION 8.03.  Application of Trust Money...................................................     63
   SECTION 8.04.  Repayment to Company.........................................................     63
   SECTION 8.05.  Indemnity for Government Obligations.........................................     63
   SECTION 8.06.  Reinstatement................................................................     64

ARTICLE 9  Amendments..........................................................................     64
   SECTION 9.01.  Without Consent of Holders...................................................     64
   SECTION 9.02.  With Consent of Holders......................................................     65
   SECTION 9.03.  Compliance with Trust Indenture Act..........................................     66
   SECTION 9.04.  Revocation and Effect of Consents and Waivers................................     66
   SECTION 9.05.  Notation on or Exchange of Securities........................................     66
   SECTION 9.06.  Trustee To Sign Amendments...................................................     66
   SECTION 9.07.  Payment for Consent..........................................................     67

ARTICLE 10  Subordination......................................................................     67
   SECTION 10.01.  Agreement To Subordinate....................................................     67
   SECTION 10.02.  Liquidation, Dissolution, Bankruptcy........................................     67
   SECTION 10.03.  Default on Senior Indebtedness..............................................     67
   SECTION 10.04.  Acceleration of Payment of Securities.......................................     68
   SECTION 10.05.  When Distribution Must Be Paid Over.........................................     68
   SECTION 10.06.  Subrogation.................................................................     69
   SECTION 10.07.  Relative Rights.............................................................     69
</TABLE>

                                     -ii-
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                         TABLE OF CONTENTS (Continued)
                         -----------------

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   SECTION 10.08.  Subordination May Not Be Impaired by Company................................     69
   SECTION 10.09.  Rights of Trustee and Paying Agent..........................................     69
   SECTION 10.10.  Distribution or Notice to Representative....................................     69
   SECTION 10.11.  Article 10 Not To Prevent Events of Default or Limit Right To Accelerate....     69
   SECTION 10.12.  Trust Moneys Not Subordinated...............................................     70
   SECTION 10.13.  Trustee Entitled To Rely....................................................     70
   SECTION 10.14.  Trustee To Effectuate Subordination.........................................     70
   SECTION 10.15.  Trustee Not Fiduciary for Holders of Senior Indebtedness....................     70
   SECTION 10.16.  Reliance by Holders of Senior Indebtedness on Subordination
   Provisions..................................................................................     70
   SECTION 10.17.  Trustee's Compensation Not Prejudiced.......................................     71
   SECTION 10.18.  Defeasance..................................................................     71

ARTICLE 11  Subsidiary Guarantees..............................................................     71
   SECTION 11.01.  Subsidiary Guarantees.......................................................     71
   SECTION 11.02.  Limitation on Liability.....................................................     73
   SECTION 11.03.  Successors and Assigns......................................................     74
   SECTION 11.04.  No Waiver...................................................................     74
   SECTION 11.05.  Modification................................................................     74
   SECTION 11.06.  Execution of Supplemental Indenture for Future Subsidiary Guarantors........     74

ARTICLE 12  Subordination of the Subsidiary Guarantees.........................................     75
   SECTION 12.01.  Agreement To Subordinate....................................................     75
   SECTION 12.02.  Liquidation, Dissolution, Bankruptcy........................................     75
   SECTION 12.03.  Default on Designated Senior Indebtedness of a Subsidiary Guarantor.........     75
   SECTION 12.04.  Demand for Payment..........................................................     76
   SECTION 12.05.  When Distribution Must Be Paid Over.........................................     76
   SECTION 12.06.  Subrogation.................................................................     76
   SECTION 12.07.  Relative Rights.............................................................     77
   SECTION 12.08.  Subordination May Not Be Impaired by a Subsidiary Guarantor.................     77
   SECTION 12.09.  Rights of Trustee and Paying Agent..........................................     77
   SECTION 12.10.  Distribution or Notice to Representative....................................     77
   SECTION 12.11.  Article 12 Not To Prevent Events of Default or Limit Right To Accelerate....     77
   SECTION 12.12.  Trustee Entitled To Rely....................................................     78
   SECTION 12.13.  Trustee To Effectuate Subordination.........................................     78
   SECTION 12.14.  Trustee Not Fiduciary for Holders of Senior Indebtedness of a
                    Subsidiary Guarantor.......................................................     78
   SECTION 12.15.  Reliance by Holders of Indebtedness of a Subsidiary
                    Guarantor on Subordination Provisions......................................     78
   SECTION 12.16.  Defeasance..................................................................     79

ARTICLE 13  Satisfaction and Discharge.........................................................     79
   SECTION 13.01.  Satisfaction and of Indenture...............................................     79
   SECTION 13.02.  Application of Trust Money..................................................     80

ARTICLE 14  Miscellaneous......................................................................     80
   SECTION 14.01.  Trust Indenture Act Controls................................................     80
   SECTION 14.02.  Notices.....................................................................     80
   SECTION 14.03.  Communication by Holders with Other Holders.................................     81
</TABLE>

                                     -iii-
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                         TABLE OF CONTENTS (Continued)
                         -----------------

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   SECTION 14.04.  Certificate and Opinion as to Conditions Precedent..........................     81
   SECTION 14.05.  Statements Required in Certificate or Opinion...............................     81
   SECTION 14.06.  When Securities Disregarded.................................................     81
   SECTION 14.07.  Rules by Trustee, Paying Agent and Registrar................................     82
   SECTION 14.08.  Legal Holidays..............................................................     82
   SECTION 14.09.  Governing Law...............................................................     82
   SECTION 14.10.  No Recourse Against Others..................................................     82
   SECTION 14.11.  Successors..................................................................     82
   SECTION 14.12.  Multiple Originals..........................................................     82
   SECTION 14.13.  Table of Contents; Headings.................................................     82
</TABLE>

Appendix A    -  Provisions Relating to Initial Securities, Private Exchange
                 Securities and Exchange Securities
Exhibit A     -  Form of Initial Security
Exhibit B     -  Form of Exchange Security
Exhibit C     -  Form of Supplemental Indenture
Exhibit D     -  Form of Transferee Letter of Representation

                                     -iv-
<PAGE>

          INDENTURE dated as of [___________, ____] among TeleCorp PCS, Inc., a
Delaware corporation, formerly known as TeleCorp - Tritel Holding Company (the
"Company") and [Bankers Trust Company], a New York banking corporation, as
trustee (the "Trustee").

          Each party agrees as follows for the benefit of the other parties and
for the equal and ratable benefit of the Holders of (i) the Company's ____%
Senior Subordinated Discount Notes due [2010] issued on the date hereof (the
"Initial Securities"), (ii) if and when issued as provided in the Registration
Agreement (as defined in Appendix A hereto (the "Appendix")), the Company's
____% Senior Subordinated Discount Notes due [2010] issued in the Registered
Exchange Offer (as defined in the Appendix) in exchange for any Initial
Securities (the "Exchange Securities") and (iii) if and when issued as provided
in the Registration Agreement, the Private Exchange Securities (as defined in
the Appendix, and together with the Initial Securities and any Exchange
Securities issued hereunder, the "Securities") issued in the Private Exchange
(as defined in the Appendix).  Except as otherwise provided herein, the
Securities shall be limited to $[___],000,000/2/ in aggregate principal amount
at maturity outstanding.


                                   ARTICLE 1
                                   ---------

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

          SECTION 1.01.  Definitions.
                         -----------

          "Accreted Value" means, as of any date of determination prior to
______________, 2005 [date 5 years after date of Indenture], the sum of:

          (1) the initial offering price of each Security; and

          (2) the portion of the excess of the principal amount of each Security
     over such initial offering price, which shall have been amortized by the
     Company in accordance with GAAP through such date, such amount to be so
     amortized on a daily basis and compounded semi-annually on each interest
     payment date at a rate of ____% per annum from the date of the Indenture
     through the date of determination computed on the basis of a 360-day year
     of twelve 30-day months.

          "Acquired Indebtedness" means, with respect to any Person,
Indebtedness of such Person:

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

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

          "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by, or under direct or indirect common
control with, any specified

___________________________
/2/  Actual amount will be the Accreted Value of notes yielding $350 million of
gross proceeds.
<PAGE>

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

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

          (1) any Subsidiary of such Person 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

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

     In addition to and without limitation of the foregoing, for purposes of
     this definition only, "Consolidated Cash Flow" shall be calculated after
     giving effect on a pro forma basis for the applicable period to, without
     duplication, any Asset Dispositions or Asset Acquisitions (including,
     without limitation, any Asset Acquisition giving rise to the need to make
     such calculation as a result of such Person or one of its Restricted
     Subsidiaries (including any Person who becomes a Restricted Subsidiary as a
     result of an 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 Disposition or
     Asset Acquisition occurred on the first day of the Reference Period.

          "Asset Acquisition" means:

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

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

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

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

                                      -2-
<PAGE>

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

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

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

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

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

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

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

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

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

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

          "AT&T Wireless Exchange" means the transactions contemplated by the
Asset Exchange Agreement dated as of February 28, 2000, as amended, waived or
otherwise modified from time to time, among TeleCorp Wireless, AT&T Wireless
PCS, LLC, TeleCorp PCS, LLC, TeleCorp Holding Corp, Inc., TeleCorp
Communications, Inc., TeleCorp Equipment Leasing, L.P.  and TeleCorp Realty,
LLC.

          "AT&T Wireless Services Contribution" means the Contribution, as such
term is defined in the Merger Agreement.

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

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

                                      -3-
<PAGE>

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

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

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

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

          "BTA" means a Basic Trading Area, as defined in 47 C.F.R. (S)24.202.

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

          "C-Block License" means any License in the C block as set forth in
parts 1 and 24 of Title 47 of the Code of Federal Regulations.

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

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

          "Cash Equity Investors" means CB Capital Investors, L.P., Equity-
Linked Investors-II, Private Equity Investors III, L.P., Hoak Communications
Partners, L.P., HCP Capital Fund, L.P., Whitney Equity Partners, L.P., J. H.
Whitney III, L.P., Whitney Strategic Partners III, L.P., Media/ Communications
Partners III Limited Partnership, Media/Communications Investors Limited
Partnership, One Liberty Fund III, L.P., One Liberty Fund IV, L.P., Toronto
Dominion Investments, Inc., Northwood Ventures LLC, Northwood Capital Partners
LLC, Gerald Vento, Thomas Sullivan, Gilde International B.V., CIHC, Incorporated
and Dresdner Kleinwort Benson Private Equity LLC, Trillium PCS, LLC, Triune PCS,
LLC, MF Financial, General Electric Capital Corporation, FCA Ventures Pts II,
Southern Farm Bureau, M3 LLC, McCarty Communications, LLC, and Mercury PCS
Investors.

                                      -4-
<PAGE>

          "Cash Equivalents" means:

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

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

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

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

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

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

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

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

                                      -5-
<PAGE>

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

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

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

          "Commission" means the Securities and Exchange Commission.

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

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

          "Company Credit Agreement" means any credit agreement among the
Company, one or more agents (if applicable) and one or more financial
institutions, as lenders, as amended, waived or otherwise modified from time to
time (except to the extent that any such agreement, amendment, waiver or other
modification thereto would be prohibited by the terms of this Indenture, unless
otherwise agreed to by the Holders of at least a majority in aggregate principal
amount at maturity of the Securities at the time outstanding).

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

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

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

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

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

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

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

                                      -6-
<PAGE>

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

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

          (1) the consolidated interest expense included in a consolidated
     income statement (without deduction of interest or finance charge income)
     of such Person and its Restricted Subsidiaries for such period calculated
     on a consolidated basis in accordance with GAAP (including, without
     limitation, (a) any amortization of debt discount, (b) the net costs under
     Hedging Agreements, (c) all capitalized interest, (d) the interest portion
     of any deferred payment obligation and (e) all amortization of any
     premiums, fees and expenses payable in connection with the Incurrence of
     any Indebtedness); plus

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

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

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

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

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

          (4) gains or losses (other than for purposes of calculating
     Consolidated Net Income under clause (C) of paragraph (a) of Section
     4.04)/3/ on Asset Dispositions by such Person or its Restricted
     Subsidiaries;

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

___________________________
/3/   Cross-reference to be verified.

                                      -7-
<PAGE>

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

          "Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be administered,
which office at the date of the execution of the Indenture is located at [Four
Albany Street, New York, New York 10006.  Attention: Corporate Trust and Agency
Group], or such other address as the Trustee may designate from time to time by
notice to the Securityholders.

          "Credit Agreements" means the collective reference to the Company
Credit Agreement, the Wireless Credit Agreement and the Tritel Credit Agreement.

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

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

          "Designated Covenants" means the covenants contained in Sections 4.03,
4.04(a)(2), 4.04(a)(4), 4.05, 4.07 (but only as to funds constituting proceeds
from the Securities as determined in the reasonable judgement of the board of
directors of the Company), and 4.12, in each case, including any defined terms
contained therein.

          "Designated Senior Indebtedness" of the Company means:

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

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

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

                                      -8-
<PAGE>

          "Equipment Subsidiary" means any Wholly Owned Subsidiary of the
Company designated as an Equipment Subsidiary under the Company Credit
Agreement.

          "Equity Offering" means any public or private sale of Qualified Stock
made on a primary basis by the Company after the date of this Indenture,
including through the issuance or sale of Qualified Stock to one or more
Strategic Equity Investors.

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

          "Exchange and Registration Rights Agreement" means the Exchange and
Registration Rights Agreement, to be dated the date of this Indenture, between
the Company and the Initial Purchaser.

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

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

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

          "F-Block License" means any License in the F block as set forth in
parts 1 and 24 of Title 47 of the Code of Federal Regulations.

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

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

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

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

          "GAAP" means generally accepted accounting principles, consistently
applied, as in effect from time to time in the United States of America, as set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board

                                      -9-
<PAGE>

or in such other statements by such other entity as is approved by a significant
segment of the accounting profession in the United States.

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

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

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

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

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

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

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

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

          (5) every Capital Lease Obligation of such Person;

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

                                      -10-
<PAGE>

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

          Indebtedness shall:

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

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

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

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

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

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

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

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

          "Ineligible Subsidiary" means:

          (1) any Special Purpose Subsidiary;

          (2)  any Subsidiary Guarantor;

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

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

                                      -11-
<PAGE>

          "Initial Purchaser" means Lucent.

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

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

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

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

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

          "License Subsidiary" means any Wholly Owned Restricted Subsidiary of
the Company designated as a License Subsidiary under the Company Credit
Agreement.

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

          "liquidated damages" means any liquidated damages payable under a
Registration Agreement.

          "Lucent" means Lucent Technologies Inc., a Delaware corporation.

          "Lucent Note Purchase Agreement" means the Note Purchase Agreement
dated as of October 29, 1999, between TeleCorp Wireless and Lucent, as amended
as of the date of this Indenture.

          "Management Stockholders" means Gerald Vento and Thomas Sullivan.

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

          "Merger" has the meaning given to such term in the Merger Agreement.

          "Merger Agreement" means the Agreement and Plan of Reorganization and
Contribution dated as of February 28, 2000, as amended, waived or otherwise
modified from time to time, among TeleCorp Wireless, Tritel and AT&T Wireless
Services, Inc.

                                      -12-
<PAGE>

          "MTA" means a Major Trading Area, as defined in 47 C.F.R. (S)24.202.

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

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

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

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

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

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

          "Net Investment" means the excess of:

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

                                      -13-
<PAGE>

          (2) the aggregate amount returned in cash on or with respect to such
     Investments whether through interest payments, principal payments,
     dividends or other distributions or payments; provided, however, that such
                                                   --------  -------
     payments or distributions shall not be (and have not been) included in
     clause (C) of the paragraph (a) of Section 4.04; provided further that,
                                                      -------- -------
     with respect to all Investments made in any Unrestricted Subsidiary or
     joint venture, the amounts referred to in clause (1) above with respect to
     such Investments shall not exceed the aggregate amount of all such
     Investments made in such Unrestricted Subsidiary or joint venture.

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

          "Offer to Purchase" means an Offer sent by first class mail, postage
prepaid, to each holder of Securities at such holder's address appearing in the
register for the Securities on the date of the Offer offering to purchase up to
(a) the Accreted Value of the Securities, if such Offer is on or prior to
__________, [Insert date 5 years after date of Indenture] or (b) the principal
amount at maturity of the Securities, if such Offer is after __________, [Insert
date 5 years after date of Indenture] specified in such Offer at the purchase
price specified in such Offer (as determined pursuant to this Indenture).
Unless otherwise required by applicable law, the Offer shall specify an
Expiration Date of the Offer to Purchase which shall be not less than 30 days
nor more than 60 days after the date of such Offer and a Purchase Date for
purchase of Securities within five Business Days after the Expiration Date.  The
Company shall notify the Trustee at least 15 Business Days (or such shorter
period as is acceptable to the Trustee) prior to the mailing of the Offer of the
Company's obligation to make an Offer to Purchase, and the Offer shall be mailed
by the Company or, at the Company's request, by the Trustee in the name and at
the expense of the Company.  The Offer shall contain all the information
required by applicable law and this Indenture to be included therein.  The Offer
shall contain all instructions and materials necessary to enable holders of
Securities to tender their Securities pursuant to the Offer to Purchase.  The
Offer shall also state:

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

          (2) the Expiration Date and the Purchase Date;

          (3)  the Purchase Amount;

          (4)  the Purchase Price;

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

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

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

                                      -14-
<PAGE>

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

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

          (10) that holders will be entitled to withdraw all or any portion of
     Securities tendered if the Company (or its paying agent) receives, not
     later than the close of business on the fifth Business Day next preceding
     the Expiration Date, a telegram, telex, facsimile transmission or letter
     setting forth the name of the holder, the principal amount of the Security
     the holder tendered, the certificate number of the Security the holder
     tendered and a statement that such holder is withdrawing all or a portion
     of such holder's tender;

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

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

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

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

          "Officers' Certificate" means a certificate signed by two Officers
(other than both the Treasurer and the Secretary) and delivered to the Trustee.

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

                                      -15-
<PAGE>

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

          "Permitted Business" means:

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

          (2) any business or activity reasonably related or ancillary thereto,
     including, without limitation, any business conducted by the Company or any
     Restricted Subsidiary on the date of this Indenture and the acquisition,
     holding or exploitation of any license relating to the delivery of the
     services described in clause (1) above; or

          (3) 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 certificate of incorporation and by-laws of the
     Company as in effect on the date of this Indenture.

          "Permitted Holder" means:

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

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

          "Permitted Investments" means:

          (1) Investments in Cash Equivalents;

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

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

          (4) any Investment in any Person; provided, however, that, after
                                            --------  -------
     giving effect to such Investment, such Person is or becomes a Restricted
     Subsidiary or such Person is

                                      -16-
<PAGE>

     merged, consolidated or amalgamated with or into, or transfers or conveys
     substantially all of its assets to, or is liquidated into, the Company or a
     Restricted Subsidiary;

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

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

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

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

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

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

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

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

          (13) Investments in TeleCorp Wireless or Tritel that are used or
     useful in a Permitted Business.

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

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

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

                                      -17-
<PAGE>

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

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

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

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

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

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

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

          "Purchase Money Indebtedness" means any Indebtedness (including,
without limitation, Capital Lease Obligations); provided that the net proceeds
of such Indebtedness are utilized solely for the purpose of financing the cost
(including, without limitation, the cost of design, development, site
acquisition, construction, integration, handset manufacture or acquisition or
microwave relocation) of assets used or usable in a Permitted Business
(including, without limitation, through the acquisition of Capital Stock of an
entity engaged in a Permitted Business).

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

          "Qualified Joint Venture" means any joint venture or other entity in
respect of which not less than 75% of the equity interests and of the voting
power shall be owned by one or

                                      -18-
<PAGE>

more of (a) the Borrower or its Affiliates, (b) Thomas H. Sullivan or Gerald T.
Vento so long as they collectively hold a majority of the Voting Stock of the
Company at the time the Investment is made, (c) a principal telecommunications
carrier (or an Affiliate of such a carrier) of the country or international
region in which the relevant activities of such joint venture or other entity
are carried on, (d) a principal international telecommunications carrier (or an
affiliate of such a carrier, (e) AT & T Wireless or its Affiliates, (f) a
financial investor that has total assets in excess of $250,000,000 or (g) an
investment fund that has over [$250,000,000] of total assets under management.

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

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

          "Real Property Subsidiary" means any Wholly Owned Subsidiary of the
Company designated by the Company as a Real Property Subsidiary under the
Company Credit Agreement.

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

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

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

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

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

                                      -19-
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

                                      -20-
<PAGE>

such obligations are not superior in right of payment to the Securities;
provided, however, that Senior Indebtedness shall not include:
--------  -------

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

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

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

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

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

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

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

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

          "Significant Subsidiary" means any Restricted Subsidiary that would be
a "Significant Subsidiary" of the Company within the meaning of Rule 1-02 under
Regulation S-X promulgated by the Commission; provided that for purposes of
                                              --------
Section 6.01(7) the term "Significant Subsidiary" shall include TeleCorp
Wireless, Tritel and their respective Restricted Subsidiaries.

          "Special Purpose Subsidiary" means any Equipment Subsidiary, License
Subsidiary or Real Property Subsidiary.

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

                                      -21-
<PAGE>

          "Stockholders' Agreement" means the Stockholders' Agreement dated as
of July 17, 1998, among AT&T Wireless, TWR Cellular, the Cash Equity Investors,
the Management Stockholders and the Company, as such agreement may be amended
from time to time in accordance with the provisions of such agreement, so long
as the terms of any such amendment are no less favorable to the Securityholders
than the terms of the Stockholders' Agreement in effect on the date of this
Indenture./4/

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

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

          "Subsidiary" of any Person means:

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

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

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

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

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

____________________________
/4/ Prior to executing the Indenture, this definition will be revised to reflect
that the Stockholders' Agreement will be at the Company level (rather than at
the TeleCorp Wireless level).

                                      -22-
<PAGE>

          "TeleCorp Wireless" means TeleCorp Wireless, Inc. (formerly known as
TeleCorp PCS, Inc.), a Delaware corporation.

          "THC" means TeleCorp Holding Corp., Inc., a Delaware corporation and a
Wholly Owned Subsidiary.

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

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

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

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

          (2) the principal amount of all Indebtedness, in the case of any other
     Indebtedness, of such Person and its Restricted Subsidiaries outstanding as
     of the date of determination.

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

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

          (1) the total amount of equity contributed to such Person as of the
     date of this Indenture (as set forth on the [_____], 2000/5/ consolidated
     balance sheet of such Person); provided, however, that the amount of equity
                                    --------  -------
     with respect to Capital Stock issued subsequent to March 31, 2000 in
     exchange for assets that are used or useful in a Permitted Business shall
     for this purpose be the Fair Market Value of such assets; plus

          (2) irrevocable, unconditional commitments from any Strategic Equity
     Investor to purchase Capital Stock of such Person (other than Disqualified
     Stock) within 36 months of the date of issuance of such commitment, but in
     any event not later than the Stated Maturity of the Securities; provided,
                                                                     --------
     however, that such commitments shall exclude commitments related to any
     -------
     Investment in any other Person incorporated, formed

/5/ Most recent audited consolidated balance sheet or, if no such balance sheet
has been prepared, the most recent unaudited consolidated balance sheet.

                                      -23-
<PAGE>

     or created for the purpose of acquiring one or more Qualified Licenses
     unless such other Person shall become a Restricted Subsidiary of such
     Person; plus

          (3) the aggregate net cash proceeds received by a Person from capital
     contributions or the issuance or sale of Capital Stock of such Person
     (other than Disqualified Stock, but including Qualified Stock issued upon
     the conversion of convertible Indebtedness or upon the exercise of options,
     warrants or rights to purchase Qualified Stock) subsequent to the date of
     the balance sheet referred to in clause (1), other than issuances or sales
     of Capital Stock to a Restricted Subsidiary of such Person and other than
     capital contributions from, or issuances or sales of Capital Stock to, any
     Strategic Equity Investor in connection with (a) any Investment in any
     Person incorporated, formed or created for the purpose of acquiring one or
     more Qualified Licenses and (b) any Investment in any Person engaged in a
     Permitted Business, unless, in either case, such Person shall become a
     Restricted Subsidiary; provided, however, such aggregate net cash proceeds
                            --------  -------
     shall exclude any amounts included as commitments to purchase Capital Stock
     in the preceding clause (2); plus

          (4) the Fair Market Value of assets that are used or useful in a
     Permitted Business or of the Capital Stock of any other Person engaged in a
     Permitted Business received by such Person as a capital contribution or in
     exchange for Capital Stock of such Person (other than Disqualified Stock)
     subsequent to the date of the balance sheet referred to in clause (1),
     other than (x) capital contributions from a Restricted Subsidiary of such
     Person or issuance or sales of Capital Stock of such Person to a Restricted
     Subsidiary of such Person or (y) the proceeds from the sale of Qualified
     Stock to an employee stock ownership plan or other trust established by
     such Person or any of its subsidiaries; plus

          (5) the aggregate net cash proceeds received by such Person or any
     Restricted Subsidiary of such Person from the sale, disposition or
     repayment of any Investment made after the date of the balance sheet
     referred to in clause (1) and constituting a Restricted Payment in an
     amount equal to the lesser of (a) the return of capital with respect to
     such Investment and (b) the initial amount of such Investment, in either
     case, less the cost of the disposition of such Investment; plus

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

          (7) solely with respect to the calculation of the Total Invested
     Capital of TeleCorp Wireless, the cash proceeds from the sale to Lucent of
     the Series A Notes issued under the Lucent Note Purchase Agreement (less
     payments made by the Company or any of its Subsidiaries with respect to
     such Series A Notes (other than payments in the form of additional Series A
     Notes)); plus

          (8) Total Consolidated Indebtedness of such Person; minus

                                      -24-
<PAGE>

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

          "Tritel" means Tritel, Inc., a Delaware corporation.

          "Tritel Credit Agreement" means the Amended and Restated Loan
Agreement dated as of March 31, 1999, as amended, among Tritel PCS, Inc.,
Tritel, Toronto-Dominion (Texas), Inc., as administrative agent, and the banks
party thereto.

          "Triton" means Triton PCS, Inc., a Delaware corporation.

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

          "Trust Officer" means any officer within the Corporate Trust Office
including any Vice President, Managing Director, Assistant Vice President,
Secretary, Assistant Secretary, Treasurer or Assistant Treasurer or any other
officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer's knowledge and familiarity with the particular subject.

          "TWR Cellular" means TWR Cellular, Inc., a Delaware corporation, and
an Affiliate of AT&T Wireless.

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

          "Unrestricted Subsidiary" means (1) TeleCorp Wireless, Tritel and
their respective Subsidiaries; provided, however that with respect to the
                               --------  -------
Designated Covenants (including references to defined terms used in the
Designated Covenants) all references to Restricted Subsidiaries of the Company
shall be deemed to include TeleCorp Wireless, Tritel and their respective
Subsidiaries (other than ___________________,/6/ (2) any Subsidiary of the
Company and, for purposes of the Designated Covenants, of TeleCorp Wireless or
Tritel (other than, in each case, an Ineligible Subsidiary) designated after the
date of this Indenture as such pursuant to, and in compliance with, Section 4.13
and (3) any Marketing Affiliate.  Any such designation of any Subsidiary of the
Company and, for the purposes of the Designated Covenants of TeleCorp Wireless
or Tritel, may be revoked by a resolution of the board of directors of the
Company delivered to the Trustee certifying compliance with Section 4.13,
subject to the provisions of Section 4.13.  Nothing contained herein shall cause
TeleCorp Wireless or Tritel or any of their Subsidiaries to be a Subsidiary
Guarantor hereunder.

          "U.S. Government Obligations" means direct obligations (or
certificates representing an ownership interest in such obligations) of the
United States of America
-----------
/6/ To be completed by inserting names of Unrestricted Subsidiaries of Tritel
and TeleCorp Wireless as in existence on the date the Indenture is executed.

                                      -25-
<PAGE>

(including any agency or instrumentality thereof) for the payment of which the
full faith and credit of the United States of America is pledged and which are
not callable or redeemable at the issuer's option.

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

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

          "Wireless Credit Agreement" means the Credit Agreement dated as of
July 17, 1998, as amended, waived or otherwise modified from time to time, among
TeleCorp Wireless, the financial institutions named therein as lenders, The
Chase Manhattan Bank, as Administrative Agent and Issuing Bank, TD Securities
(USA) Inc., as Syndication Agent, and Bankers Trust Company, as Documentation
Agent.

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

<TABLE>
<CAPTION>
                                                                Defined in
                                   Term                           Section
                                                              ---------------
          <S>                                                 <C>
                    "Blockage Notice".......................       10.03
                    "Change of Control Offer"...............        4.08(b)
                    "covenant defeasance option"............        8.01(b)
                    "cross acceleration provision"..........        6.01
                    "Designation Amount"....................        4.13
                    "Event of Default"......................        6.01
                    "Guaranteed Obligations"................       11.01
                    "judgment default provision"............        6.01
                    "legal defeasance option"...............        8.01(b)
                    "Notice of Default".....................        6.01
                    "pay its guarantee".....................       12.03
                    "pay the Securities"....................       10.03
                    "Paying Agent"..........................        2.03
                    "Payment Blockage Period"...............       10.03
                    "protected purchaser"...................        2.07
                    "Registrar".............................        2.03
                    "Revocation"............................        4.13
                    "Surviving Entity"......................        5.01(a)
</TABLE>

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

          "indenture securities" means the Securities and any Subsidiary
Guarantees.

                                      -26-
<PAGE>

          "indenture security holder" means a Holder or Securityholder.

          "indenture to be qualified" means this Indenture.

          "indenture trustee" or "institutional trustee" means the Trustee.


          "obligor" on the indenture securities means the Company, any
Subsidiary Guarantors and any other obligor on the indenture securities.  All
other TIA terms used in this Indenture that are defined by the TIA, defined by
TIA reference to another statute or defined by SEC rule have the meanings
assigned to them by such definitions.

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

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

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

          (3)  "or" is not exclusive;

          (4) "including" means including without limitation;

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

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

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

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

                                   ARTICLE 2
                                   ---------

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

          SECTION 2.01.  Form and Dating.  Provisions relating to the Initial
                         ---------------
Securities, the Private Exchange Securities and the Exchange Securities are set
forth in the Appendix, which is hereby incorporated in and expressly made a part
of this Indenture.  The (i) Initial Securities and the Trustee's certificate of
authentication and (ii) Private Exchange Securities and the Trustee's
certificate of authentication shall each be substantially in the form of Exhibit
A hereto, which is hereby incorporated in and expressly made a part of this
Indenture.

                                      -27-
<PAGE>

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

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

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

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

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

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

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

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

                                      -28-
<PAGE>

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

          SECTION 2.04.  Paying Agent To Hold Money in Trust.  Prior to each
                         -----------------------------------
due date of the principal and interest on any Security, the Company shall
deposit with the Paying Agent (or if the Company or a Subsidiary is acting as
Paying Agent, segregate and hold in trust for the benefit of the Persons
entitled thereto) a sum sufficient to pay such principal and interest then so
becoming due.  The Company shall require each Paying Agent (other than the
Company or the Trustee) to agree in writing that the Paying Agent shall hold in
trust for the benefit of Securityholders or the Trustee all money held by the
Paying Agent for the payment of principal of or interest on the Securities and
shall notify the Trustee of any default by the Company in making any such
payment.  If the Company or a Subsidiary of the Company acts as Paying Agent, it
shall segregate the money held by it as Paying Agent and hold it as a separate
trust fund.  The Company at any time may require a Paying Agent to pay all money
held by it to the Trustee and to account for any funds disbursed by the Paying
Agent.  Upon complying with this Section, the Paying Agent shall have no further
liability for the money delivered to the Trustee.

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

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

                                      -29-
<PAGE>

redeemed) or any Securities for a period of 15 days before a selection of
Securities to be redeemed.

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

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

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

          SECTION 2.07.  Replacement Securities.  If a mutilated Security is
                         ----------------------
surrendered to the Registrar or if the Holder of a Security claims that the
Security has been lost, destroyed or wrongfully taken, the Company shall issue
and the Trustee shall authenticate a replacement Security if the requirements of
Section 8-405 of the Uniform Commercial Code are met, such that the Holder (i)
satisfies the Company and the Trustee within a reasonable time after such Holder
has notice of such loss, destruction or wrongful taking and the Registrar does
not register a transfer prior to receiving such notification, (ii) makes such
request to the Company or the Trustee prior to the Security being acquired by a
protected purchaser as defined in Section 8-303 of the Uniform Commercial Code
(a "protected purchaser") and (iii) satisfies any other reasonable requirements
of the Trustee.  If required by the Company or the Trustee, such Holder shall
furnish an indemnity bond sufficient in the judgment of the Company and the
Trustee to protect the Company, the Trustee, the Paying Agent and the Registrar
from any loss that any of them may suffer if a Security is replaced.  The
Company and the Trustee may charge the Holder for their expenses in replacing a
Security.  In the event any such mutilated, lost, destroyed or wrongfully taken
Security has become or is about to become due and payable, the Company in its
discretion may pay such Security instead of issuing a new Security in
replacement thereof.

          Every replacement Security is an additional obligation of the Company.

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

          SECTION 2.08.  Outstanding Securities.  Securities outstanding at any
                         ----------------------
time are all Securities authenticated by the Trustee except for those canceled
by it, those delivered to it for cancellation and those described in this
Section 2.08 as not outstanding. Subject to Section

                                      -30-
<PAGE>

14.06, a Security does not cease to be outstanding because the Company or an
Affiliate of the Company holds the Security.

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

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

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

          SECTION 2.10.  Cancellation.  The Company 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.  The Trustee and no one else shall cancel all
Securities surrendered for registration of transfer, exchange, payment or
cancellation and deliver canceled Securities to the Company pursuant to written
direction by an Officer.  The Company may not issue new Securities to replace
Securities it has redeemed, paid or delivered to the Trustee for cancellation.
The Trustee shall not authenticate Securities in place of canceled Securities
other than pursuant to the terms of this Indenture.

          SECTION 2.11.  Defaulted Interest.  If the Company defaults in a
                         ------------------
payment of interest on the Securities, the Company shall pay the defaulted
interest (plus interest on such defaulted interest to the extent lawful) in any
lawful manner.  The Company may pay the defaulted interest to the Persons who
are Securityholders on a subsequent special record date.  The Company shall fix
or cause to be fixed any such special record date and payment date to the
reasonable satisfaction of the Trustee and shall promptly mail or cause to be
mailed to each Securityholder a notice that states the special record date, the
payment date and the amount of defaulted interest to be paid.

          SECTION 2.12.  CUSIP Numbers.  The Company in issuing the Securities
                         -------------
may use CUSIP numbers (if then generally in use) and, if so, the Trustee shall
use CUSIP numbers in notices of redemption solely as a convenience to Holders;
provided, however, that any such
--------  -------

                                      -31-
<PAGE>

notice may state that (i) none of the Company, any Subsidiary Guarantor, the
Trustee or the Paying Agent shall be responsible for selection or use of such
CUSIP numbers, (ii) no representation is made as to the correctness of such
CUSIP numbers either as printed on the Securities or as contained in any notice
of a redemption and (iii) reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers.

                                   ARTICLE 3
                                   ---------

                                  Redemption
                                   ----------

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

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

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

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

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

          (1)  the redemption date;

                                      -32-
<PAGE>

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

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

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

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

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

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

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

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

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

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

                                      -33-
<PAGE>

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

                                   ARTICLE 4
                                   ---------

                                   Covenants
                                   ---------

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

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

          SECTION 4.02.  Provision of Financial Information.
                         ----------------------------------

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

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

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

          (3) To the extent required under any applicable law, statute, rule or
     regulation (including any rules promulgated under the Securities Act), all
     quarterly and annual balance sheet, income statement and cash flow
     financial information required to be furnished pursuant to Sections
     4.02(a)(1) and 4.02(a)(2), adjusted to exclude the operations of TeleCorp
     Wireless and Tritel and all adjustments related to the Merger other than
     the AT&T Wireless Services Contribution and the AT&T Wireless Exchange.

          (b) Following the consummation of the Exchange Offer contemplated by
the Exchange and Registration Rights Agreement, whether or not required by the
rules and regulations of the Commission, the Company shall file a copy of all
such information and reports

                                      -34-
<PAGE>

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

          SECTION 4.03.  Limitation on Incurrence of Indebtedness.
                         ----------------------------------------

          (a)  The Company shall not, and shall not cause or permit any
Restricted Subsidiary to, directly or indirectly, Incur any Indebtedness
(including Acquired Indebtedness), except:

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

               (a) the ratio of (x) Total Consolidated Indebtedness to (y)
          Annualized Pro Forma Consolidated Operating Cash Flow would be less
          than: 8.0 to 1.0 if the Indebtedness is to be Incurred prior to
          ________ [date 5  years after date of Indenture]; or 7.0 to 1.0 if the
          Indebtedness is to be Incurred on or after ________ [date 5  years
          after date of Indenture] [date 5 years after date of Indenture]; or

               (b) in the case of any Incurrence of Indebtedness prior to April
          1, 2005 [date 5  years after date of Indenture] only, Total
          Consolidated Indebtedness would be equal to or less than 75% of Total
          Invested Capital;

          (2)  Indebtedness of TeleCorp Wireless and its Restricted
     Subsidiaries, if immediately after giving effect to the Incurrence of such
     Indebtedness and the receipt and application of the net proceeds therefrom
     (including, without limitation, the application or use of the net proceeds
     therefrom to repay Indebtedness, consummate an Asset Acquisition or make
     any Restricted Payment):

               (a) the ratio of (x) Total Consolidated Indebtedness of TeleCorp
          Wireless and its Restricted Subsidiaries to (y) Annualized Pro Forma
          Consolidated Operating Cash Flow of TeleCorp Wireless and its
          Restricted Subsidiaries would be less than: 8.0/7/ to 1.0 if the
          Indebtedness is to be Incurred prior to June 30, 2005;/8/ or 6.5 to
          1.0 if the Indebtedness is to be Incurred on or after June 30, 2005;
          or

_______________________
/7/  Discuss.
/8/  To be conformed to executed version of the Indenture for TeleCorp Wireless'
10 5/8% Senior Subordinated Notes due 2010.

                                      -35-
<PAGE>

              (b) in the case of any Incurrence of Indebtedness prior to June
          30, 2005 only, Total Consolidated Indebtedness would be equal to or
          less than 75% of Total Invested Capital;

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

              (a) the ratio of (x) Total Consolidated Indebtedness of Tritel
          and its Restricted Subsidiaries to (y) Annualized Pro Forma
          Consolidated Operating Cash Flow of Tritel and its Restricted
          Subsidiaries would be less than: 8.0 to 1.0 if the Indebtedness is to
          be Incurred prior to June 30, 2005; or 6.5 to 1.0 if the Indebtedness
          is to be Incurred on or after June 30, 2005; or

              (b) in the case of any Incurrence of Indebtedness prior to June
          30, 2005 only, Total Consolidated Indebtedness of Tritel and its
          Restricted Subsidiaries would be equal to or less than 75% of Total
          Invested Capital of Tritel and its Restricted Subsidiaries;

          (4) (a) Bank Indebtedness of the Company and its Restricted
     Subsidiaries (excluding for this purpose TeleCorp Wireless and Tritel and
     their respective Subsidiaries); (b) TeleCorp Wireless and its Restricted
     Subsidiaries; and (c) Tritel and its Restricted Subsidiaries,

     respectively, in each case, in an aggregate principal amount not to exceed
     $1,000,000,000 at any time outstanding;

          (5) Purchase Money Indebtedness of the Company or any of its
     Restricted Subsidiary;

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

          (7) Indebtedness of the Company or any Restricted Subsidiary under any
     Hedging Agreement to the extent entered into to protect the Company or such
     Restricted Subsidiary from fluctuations in interest rates on any other
     Indebtedness permitted under

                                      -36-
<PAGE>

     this Indenture (including the Securities), currency exchange rates or
     commodity prices and not for speculative purposes;

          (8)  Refinancing Indebtedness Incurred to Refinance any Indebtedness
     Incurred under the prior clause (1), (2), (3) or (5) above, or (15) below,
     the Securities, any Subsidiary Guarantees, Indebtedness existing on the
     date of this Indenture, or any Refinancing Indebtedness in respect of
     Refinancing Indebtedness Incurred pursuant to this clause (6);

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

          (10) Capital Lease Obligations (a) of the Company and its Restricted
     Subsidiaries (excluding for this purpose TeleCorp Wireless and Tritel and
     their respective Subsidiaries); (b) TeleCorp Wireless and its Restricted
     Subsidiaries; and (c) Tritel and its Restricted Subsidiaries;

     respectively, in each case in an aggregate principal amount not in excess
     of the greater of $50,000,000 or 5.0% of Total Assets at any time
     outstanding;

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

          (12) Indebtedness incurred in connection with the Merger Agreement
     (including the AT&T Wireless Services Contribution, the AT&T Wireless
     Exchange and the acquisitions relating to Indus, Inc., Airadigm
     Communications, Inc., Polycell Communications, Inc., ABC Wireless, L.L.C.
     and Clinton Communications, Inc.) not in excess of $175,000,000 at any time
     outstanding;

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

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

          (15) Indebtedness of a Restricted Subsidiary existing at the time such
     Restricted Subsidiary was acquired by the Company (other than Indebtedness
     Incurred in connection with, or in contemplation of, the transaction or
     series of related transactions pursuant to which such Restricted Subsidiary
     was acquired by the Company); provided, however, that on the date such
                                   --------  -------
     Restricted Subsidiary is acquired by the Company, the Company would have
     been able to Incur $1.00 of additional Indebtedness pursuant to clause (1)
     above after giving effect to the Incurrence of such Indebtedness pursuant
     to this clause (13) and the acquisition of such Restricted Subsidiary; and

                                      -37-
<PAGE>

          (16) Indebtedness of (a) the Company and its Restricted Subsidiaries
     (excluding for this purpose TeleCorp Wireless and Tritel and their
     respective Subsidiaries); (b) TeleCorp Wireless and its Restricted
     Subsidiaries; and (c) Tritel and its Restricted Subsidiaries;

     respectively, not otherwise permitted to be Incurred pursuant to clauses
     (1) through (15) above which, together with any other outstanding
     Indebtedness Incurred pursuant to this clause (16), respectively, in each
     case, has an aggregate principal amount not in excess of $100,000,000 at
     any time outstanding;

          provided, however, that upon a merger or consolidation of any or all
          --------  -------
of the Company, TeleCorp Wireless and Tritel, the limits set forth in clauses
(2), (3), (4), (10) and (16), respectively, on the Surviving Entity shall each
be added together such that the limits for the Surviving Entity are equal to the
aggregate of the applicable limits for the consolidated or merging entities.
Such Surviving Entity and its Restricted Subsidiaries shall be permitted to
incur Bank Indebtedness in an aggregate principal amount equal to the sum of the
applicable Bank Indebtedness.

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

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

          (1)  in the event that an item of Indebtedness meets the criteria of
     more than one of the categories of Indebtedness permitted pursuant to
     clauses (1) through (14) above, the Company shall, in its sole discretion,
     be permitted to classify such item of Indebtedness in any manner that
     complies with this Section 4.03 and may from time to time reclassify such
     items of Indebtedness in any manner that would comply with this Section
     4.03 at the time of such reclassification;

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

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

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

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

                                      -38-
<PAGE>

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

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

          SECTION 4.04.  Limitation on Restricted Payments.
                         ---------------------------------

          (a) The Company shall not, and shall not cause or permit any
Restricted Subsidiary to, directly or indirectly, on or prior to June 30, 2004;

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

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

          (3) make any Investment (other than a Permitted Investment) in any
     Person other than the Company, a Restricted Subsidiary or, subject to
     Section 4.15, Qualified Joint Ventures; or

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

each of the transactions described in clauses (1) through (4) (other than any
exception to any such clause) being a "Restricted Payment"; and at any time
after June 30, 2004, the Company shall not, and shall not cause or permit any
Restricted Subsidiary to, directly or indirectly, make a Restricted Payment if,
at the time thereof:

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

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

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

                                      -39-
<PAGE>

               (1) the amount of (x) the Consolidated Cash Flow of the Company
          after June 30, 2004, 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 June 30, 2004,
          through the end of the latest full fiscal quarter for which
          consolidated financial statements of the Company are available
          preceding the date of such Restricted Payment (treated as a single
          accounting period); plus

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

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

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

          (b)  For purposes of:

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

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

                                      -40-
<PAGE>

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

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

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

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

          (3) so long as no Default or Event of Default shall have occurred and
     be continuing, the purchase, redemption, retirement, defeasance or other
     acquisition of Subordinated Indebtedness of the Company made by exchange
     for or conversion into, or out of the net cash proceeds received by the
     Company, or out of a capital contribution to the Company in connection with
     a substantially concurrent issue and sale (other than to a Restricted
     Subsidiary) of, (a) Qualified Stock (provided that (x) any such net cash
     proceeds are excluded from clause (a)(C)(2), and (y) such proceeds, if from
     a sale other than a Public Sale, are not applied to optionally redeem
     Securities on or prior to June 30, 2004) or (b) other Subordinated
     Indebtedness of the Company that has an Average Life equal to or greater
     than the Average Life of the Subordinated Indebtedness being purchased,
     redeemed, retired, defeased or otherwise acquired and that is subordinated
     in right of payment to the Securities at least to the same extent as the
     Subordinated Indebtedness being purchased, redeemed, retired, defeased or
     otherwise acquired;

          (4) so long as no Default or Event of Default shall have occurred and
     be continuing, the making of a direct or indirect Investment constituting a
     Restricted Payment in an amount not to exceed the amount of the net cash
     proceeds of capital contributions in respect of Qualified Stock or from the
     issue or sale (other than to a Restricted Subsidiary) of Qualified Stock of
     the Company, in each case made no more than one year prior to the date of
     such investment; provided that (a) any such net cash proceeds are excluded
                      --------
     from clause (a)(C)(2), and (b) such proceeds, if from a sale other than a
     Public Sale, are not applied to optionally redeem Securities on or prior to
     June 30, 2004;

          (5) so long as no Default or Event of Default has occurred and is
     continuing, the repurchase, redemption, acquisition or retirement for value
     of any Capital Stock of the Company held by any member of management or
     former member of management of

                                      -41-
<PAGE>

     the Company or any of its Subsidiaries pursuant to any management equity
     subscription agreement, stock option agreement, restricted stock agreement,
     put agreement or other similar agreement; provided that (a) the aggregate
                                               --------
     amount of such dividends or distributions shall not exceed $10,000,000 in
     any twelve-month period, (b) any unused amount in any twelve-month period
     may be carried forward to one or more future twelve-month periods and (c)
     the aggregate of all unused amounts that may be carried forward to any
     future twelve-month period shall not exceed $20,000,000.

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

          (7) the repurchase, redemption or other acquisition or retirement for
     value of the Company's Capital Stock to the extent necessary in the good
     faith judgment of the board of directors of the Company evidenced by a
     board resolution delivered to the Trustee to prevent the loss or secure the
     renewal or reinstatement of any material license or franchise held by the
     Company or any Restricted Subsidiary from any government agency; provided
     that no Capital Stock shall be repurchased, redeemed or otherwise acquired
     from any Permitted Holder pursuant to this clause (7);

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

          (9) loans to the Management Stockholders to fund the purchase of up to
     10,490 shares of the Company's class E common stock.

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

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

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

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

                                      -42-
<PAGE>

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

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

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

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

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

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

          (D) any agreement effecting a Refinancing or amendment of Indebtedness
     Incurred pursuant to any agreement referred to in clause (A) or (B) above;

     provided, however, that the provisions contained in such Refinancing or
     --------  -------
     amendment agreement relating to such encumbrance or restriction are no more
     restrictive in any material respect than the provisions contained in the
     agreement that is the subject thereof in the reasonable judgment of the
     board of directors of the Company;

          (E) this Indenture;

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

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

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

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

          (J) any agreement entered into by TeleCorp Wireless or Tritel and
     their respective Restricted Subsidiaries after the date of this Indenture
     which in the reasonable judgment of the board of directors of the Company
     creates a material likelihood that the

                                      -43-
<PAGE>

     Company will not be able to pay when due all scheduled payments of
     principal and interest at the times and in the manner contemplated by the
     Indenture and the Notes.

          SECTION 4.06.  Limitation on Certain Asset Dispositions.
                         ----------------------------------------

          (a) The Company shall not, and shall not cause or permit any
Restricted Subsidiary to, directly or indirectly, make any Asset Disposition
unless:

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

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

          (A) cash or Cash Equivalents;

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

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

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

          (b) Any Net Available Proceeds from any Asset Disposition which is
subject to the immediately preceding sentence that are not applied as provided
in the immediately preceding sentence shall be used promptly after the
expiration of the 365th day after such Asset Disposition (or earlier if the
Company so elects) to make an Offer to Purchase outstanding Securities at a
purchase price in cash equal to (A) 100% of the Accreted Value on the Purchase
Date, if such Purchase Date is after ______________ , and (B) 100% of the
principal amount at maturity plus accrued and unpaid interest to the Purchase
Date, if such Purchase Date is after

                                      -44-
<PAGE>

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

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

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

          SECTION 4.07.  Limitation on Transactions with Affiliates.
                         ------------------------------------------

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

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

                                      -45-
<PAGE>

          (2) if the aggregate consideration is in excess of $25,000,000, the
     Company shall also deliver to the Trustee, prior to the consummation of the
     transaction, the favorable written opinion of a nationally recognized
     accounting, appraisal or investment banking firm as to the fairness of the
     transaction to the holders of the Securities, from a financial point of
     view; provided, however, that the requirements set forth in this clause (2)
           --------  -------
     shall not apply in the case of exchanges of licenses and related assets
     between the Company or any of its Subsidiaries and AT&T Corp.  and any of
     its Subsidiaries so long as the Fair Market Value of licenses and related
     assets exchanged by the Company or any of its Subsidiaries shall not exceed
     $50,000,000.

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

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

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

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

          (4) any transactions pursuant to agreements existing on the date of
     this Indenture and described in the [10-K] [10-Q] or [8-K] dated
     [________]/9/ on terms substantially consistent with those set forth in
     such [10-K] [10-Q] or [8-K] dated [_______];

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

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

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

____________________________________
/9/ Most recent disclosure statement(s).

                                      -46-
<PAGE>

     Subsidiary, as applicable, than those available from such Related Party to
     unaffiliated third parties;

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

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

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

          SECTION 4.08.  Change of Control.
                         -----------------

          (a)  Upon the occurrence of a Change of Control, each holder of
Securities shall have the right to require the Company to repurchase all or any
part of such holder's Securities at a purchase price in cash equal to (1) 101%
of the Accreted Value on the Purchase Date, if such date is on or before
__________, or (2) 101% of the principal amount at maturity, if such date is
after _________, plus accrued and unpaid interest, if any, to the Purchase Date
(subject to the right of holders of record on the relevant record date to
receive interest due on the relevant interest payment date), if such date is
after _______________.

          (b)  Within 30 days following any Change of Control, the Company shall
be required to mail a notice to each holder of Securities, with a copy to the
Trustee (the "Change of Control Offer"), stating that the Company is commencing
an Offer to Purchase all outstanding Securities at a purchase price in cash
equal to (1) 101% of the Accreted Value on the Purchase Date, if such date is on
or before ______, or (2) 101% of the principal amount at maturity if such date
is after ____________, plus accrued and unpaid interest, if any, to the Purchase
Date (subject to the right of holders of record on the relevant record date to
receive interest due on the relevant interest payment date), if such date is
after _____________.

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

          (d)  The Company shall be required to comply, to the extent
applicable, with the requirements of Section 14(e) of the Exchange Act and any
other securities laws or regulations in connection with the repurchase of
Securities pursuant to this Section 4.08. To the extent that the provisions of
any securities laws or regulations conflict with provisions of this Section
4.08, the Company shall be required to comply with the applicable securities
laws and

                                      -47-
<PAGE>

regulations and shall not be deemed to have breached its obligations under this
Section 4.08 by virtue thereof.

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

          (1) repay in full all Bank Indebtedness; or

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

          (f) Notwithstanding any other provisions in this Section 4.08, the
Company shall not be required to make a Change of  Control Offer upon (a) any
merger with or acquisition of TeleCorp Wireless, Tritel and/or Triton by the
Company or any of its wholly-owned Affiliates or wholly-owned Subsidiaries, or
(b) any acquisition of or merger with the Company and/or its Subsidiaries by AT
&T Wireless or any of its wholly-owned Affiliates.

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

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

          SECTION 4.11.  Future Subsidiary Guarantors.  The Company shall
                         ----------------------------
cause each Restricted Subsidiary (excluding any Foreign Subsidiary) that Incurs
Indebtedness to become a Subsidiary Guarantor, and, if applicable, execute and
deliver to the Trustee a supplemental indenture in the form set forth in Exhibit
C pursuant to which such Restricted Subsidiary will guarantee payment of the
Securities; provided that the Company shall not cause any Special Purpose
Subsidiary to become a Subsidiary Guarantor unless such Special Purpose
Subsidiary Incurs Indebtedness other than Indebtedness in respect of the Company
Credit Agreement (or any Refinancing Indebtedness Incurred to Refinance such
Indebtedness) or FCC Debt.  Each Subsidiary Guarantee will be limited to an
amount not to exceed the maximum amount that can be guaranteed by that
Restricted Subsidiary without rendering the Subsidiary Guarantee, as it relates
to such Restricted Subsidiary, voidable under applicable law relating to
fraudulent conveyance or fraudulent transfer or similar laws affecting the
rights of creditors generally.

          SECTION 4.12.  Limitation on Activities of the Company and the
                         -----------------------------------------------
Restricted Subsidiaries.  The Company shall not, and shall not permit any
-----------------------
Restricted Subsidiary to, engage

                                      -48-
<PAGE>

in any business other than a Permitted Business, except to such extent as is not
material to the Company and its Restricted Subsidiaries, taken as a whole.

          SECTION 4.13.  Limitation on Designations of Unrestricted
                         ------------------------------------------
Subsidiaries.
------------

          (a) The Company may designate any Subsidiary of the Company (other
than an Ineligible Subsidiary) as an "Unrestricted Subsidiary" under this
Indenture (a "Designation") only if:

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

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

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

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

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

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

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

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

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

                                      -49-
<PAGE>

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

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

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

          SECTION 4.15.  Additional Activities.  The Company shall not and shall
                         ---------------------
not permit any Restricted Subsidiary to utilize or contribute all or any portion
of the proceeds from the Securities (as determined in the reasonable judgment of
the board of directors of the Company) to any entity or joint venture that is
not a Qualified Joint Venture.

                                   ARTICLE 5

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

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

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

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

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

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

                                      -50-
<PAGE>

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

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

The provisions of this paragraph (a) shall not apply to any merger of a
Restricted Subsidiary with or into the Company or a Wholly Owned Subsidiary, the
release of any Subsidiary Guarantor in accordance with the terms of its
Subsidiary Guarantee and this Indenture in connection with any transaction
complying with the provisions of Section 4.06, the Merger or any acquisition by
merger or otherwise of TeleCorp Wireless, Tritel and/or Triton by the Company or
wholly-owned its Subsidiaries.

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

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

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

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

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

                                      -51-
<PAGE>

                                   ARTICLE 6

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

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

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

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

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

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

          (5)  the Company fails to comply for 60 days after notice with its
     other agreements contained in this Indenture or the Securities (other than
     those referred to in clause (1), (2), (3) or (4) above;

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

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

          (A)  commences a voluntary case;

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

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

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

                                      -52-
<PAGE>

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

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

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

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

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

          A Default under clause (4), (5), (6) or (8) shall not constitute an
Event of Default until the Trustee or the holders of at least 25% in aggregate
principal amount at maturity of the outstanding Securities notify the Company of
the Default and the Company does not cure such Default within the time specified
in clauses (4), (5), (6)  or (8) after receipt of such notice.  Such notice must
specify the Default, demand that it be remedied and state that such notice is a
"Notice of Default".

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

          SECTION 6.03.  Other Remedies.  If an Event of Default occurs and is
                         --------------
continuing, the Trustee may pursue any available remedy to collect the payment
of principal of

                                      -53-
<PAGE>

or interest on the Securities or to enforce the performance of any provision of
the Securities or this Indenture.

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

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

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

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

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

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

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

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

                                      -54-
<PAGE>

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

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

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

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

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

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

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

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

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

          FOURTH: to the Company.

                                      -55-
<PAGE>

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

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

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

                                   ARTICLE 7

                                    Trustee
                                    -------

          SECTION 7.01.  Duties of Trustee.
                         -----------------

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

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

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

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

                                      -56-
<PAGE>

          (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:

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

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

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

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

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

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

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

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

          SECTION 7.02.  Rights of Trustee.
                         -----------------

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

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

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

                                      -57-
<PAGE>

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

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

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

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

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

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

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

          SECTION 7.06.  Reports by Trustee to Holders.  As promptly as
                         -----------------------------
practicable after each March 1 beginning with the March 1 following the date of
this Indenture, and in any event prior to May 1 in each year, the Trustee shall
mail to each Securityholder a brief report dated as

                                      -58-