<PAGE>

                                                                     Exhibit 4.1

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

                                    INDENTURE

                            Dated as of May 10, 2000


                                      Among

                           PF.NET COMMUNICATIONS, INC.

                                       and

                    UNITED STATES TRUST COMPANY OF NEW YORK,

                                   as Trustee

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

                          13.75% Senior Notes due 2010

================================================================================
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                             CROSS-REFERENCE TABLE*

Trust Indenture
Act Section                                             Indenture Section
-----------                                             -----------------

310(a)(1).................................................... 7.10
   (a)(2).................................................... 7.10
   (a)(3).................................................... N.A.
   (a)(4).................................................... N.A.
   (a)(5).................................................... 7.10
   (b)....................................................... 7.03; 7.10
   (c)....................................................... N.A.
311(a)....................................................... 7.11
   (b)....................................................... 7.11
   (c)....................................................... N.A.
312(a)....................................................... 2.05
   (b)....................................................... 10.03
   (c)....................................................... 10.03
313(a)....................................................... 7.06
   (b)(2).................................................... 7.06; 7.07
   (c)....................................................... 7.06; 10.02
   (d)....................................................... 7.06
314(a)....................................................... 4.03; 10.05
   (c)(1).................................................... 10.04
   (c)(2).................................................... 10.04
   (c)(3).................................................... N.A.
   (e)....................................................... 10.05
   (f)....................................................... N.A.
315(a)....................................................... 7.01(b)
   (b)....................................................... 7.05; 10.02
   (c)....................................................... 7.01(a)
   (d)....................................................... 7.01
   (e)....................................................... 6.11
316(a)(last sentence)........................................ 2.09
   (a)(1)(A)................................................. 6.05
   (a)(1)(B)................................................. 6.04
   (a)(2).................................................... N.A.
   (b)....................................................... 6.07
   (c)....................................................... 2.12
317(a)(1).................................................... 6.08
   (a)(2).................................................... 6.09
   (b)....................................................... 2.04
318(a)....................................................... 10.01
   (b)....................................................... N.A.
   (c)....................................................... 10.01

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

N.A. means not applicable.
*     This Cross-Reference Table is not part of the Indenture.
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                                TABLE OF CONTENTS

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                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.  Definitions.................................................1
SECTION 1.02.  Other Definitions..........................................29
SECTION 1.03.  Trust Indenture Act Definitions............................29
SECTION 1.04.  Rules of Construction......................................30

                                    ARTICLE 2

                                    THE NOTES

SECTION 2.01.  Form and Dating............................................30
SECTION 2.02.  Execution and Authentication...............................31
SECTION 2.03.  Registrar and Paying Agent.................................32
SECTION 2.04.  Paying Agent To Hold Money in Trust........................32
SECTION 2.05.  Holder Lists...............................................33
SECTION 2.06.  Transfer and Exchange......................................33
SECTION 2.07.  Replacement Notes..........................................48
SECTION 2.08.  Outstanding Notes..........................................49
SECTION 2.09.  Treasury Notes.............................................49
SECTION 2.10.  Temporary Notes............................................50
SECTION 2.11.  Cancellation...............................................50
SECTION 2.12.  Defaulted Interest.........................................50
SECTION 2.13.  CUSIP Numbers..............................................51

                                    ARTICLE 3

                            REDEMPTION AND PREPAYMENT

SECTION 3.01.  Notices to Trustee.........................................51
SECTION 3.02.  Selection of Notes To Be Redeemed..........................51
SECTION 3.03.  Notice of Redemption.......................................52
SECTION 3.04.  Effect of Notice of Redemption.............................53
SECTION 3.05.  Deposit of Redemption Price................................53
SECTION 3.06.  Notes Redeemed in Part.....................................53
SECTION 3.07.  Optional Redemption........................................54
SECTION 3.08.  Mandatory Redemption.......................................54
SECTION 3.09.  Offer To Purchase by Application of Excess
                 Proceeds.................................................54


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                                    ARTICLE 4

                                    COVENANTS

SECTION 4.01.  Payment of Notes...........................................57
SECTION 4.02.  Maintenance of Office or Agency............................57
SECTION 4.03.  SEC Reports................................................58
SECTION 4.04.  Compliance Certificate.....................................58
SECTION 4.05.  Payment of Taxes...........................................59
SECTION 4.06.  Stay, Extension and Usury Laws.............................59
SECTION 4.07.  Limitation on Restricted Payments..........................60
SECTION 4.08.  Limitation on Restrictions on Distributions from
                 Restricted Subsidiaries..................................63
SECTION 4.09.  Limitation on Incurrence of Additional
                 Indebtedness.............................................64
SECTION 4.10.  Limitation on Sales of Assets and Subsidiary Stock.........65
SECTION 4.11.  Limitation on Affiliate Transactions.......................67
SECTION 4.12.  Limitation on Liens........................................69
SECTION 4.13.  Limitation on Business Activities..........................70
SECTION 4.14.  Corporate Existence........................................70
SECTION 4.15.  Offer To Repurchase upon Change of Control.................70
SECTION 4.16.  Limitation on the Sale or Issuance of Capital Stock
                 of Restricted Subsidiaries...............................72
SECTION 4.17.  Limitation on Sale/Leaseback Transactions..................72
SECTION 4.18.  Limitation on Issuances of Guarantees by
                 Restricted Subsidiaries..................................73

                                    ARTICLE 5

                                   SUCCESSORS

SECTION 5.01.  Merger, Consolidation or Sale of Assets....................73
SECTION 5.02.  Successor Corporation Substituted..........................74

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

SECTION 6.01.  Events of Default..........................................75
SECTION 6.02.  Acceleration...............................................76
SECTION 6.03.  Other Remedies.............................................77
SECTION 6.04.  Waiver of Past Defaults....................................77
SECTION 6.05.  Control by Majority........................................78
SECTION 6.06.  Limitation on Suits........................................78
SECTION 6.07.  Rights of Holders of Notes To Receive Payment..............79
SECTION 6.08.  Collection Suit by Trustee.................................79
SECTION 6.09.  Trustee May File Proofs of Claim...........................79
SECTION 6.10.  Priorities.................................................80


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SECTION 6.11.  Undertaking for Costs......................................80
SECTION 6.12.  Restoration of Rights and Remedies.........................80

                                    ARTICLE 7

                                     TRUSTEE

SECTION 7.01.  Duties of Trustee..........................................81
SECTION 7.02.  Rights of Trustee..........................................82
SECTION 7.03.  Individual Rights of Trustee...............................83
SECTION 7.04.  Trustee's Disclaimer.......................................83
SECTION 7.05.  Notice of Defaults.........................................83
SECTION 7.06.  Reports by Trustee to Holders of the Notes.................84
SECTION 7.07.  Compensation and Indemnity.................................84
SECTION 7.08.  Replacement of Trustee.....................................85
SECTION 7.09.  Successor Trustee by Merger, etc...........................86
SECTION 7.10.  Eligibility; Disqualification..............................87
SECTION 7.11.  Preferential Collection of Claims Against Company..........87

                                    ARTICLE 8

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01.  Option To Effect Legal Defeasance or Covenant
                 Defeasance...............................................87
SECTION 8.02.  Legal Defeasance and Discharge.............................87
SECTION 8.03.  Covenant Defeasance........................................88
SECTION 8.04.  Conditions to Legal or Covenant Defeasance.................89
SECTION 8.05.  Deposited Money and U.S. Government Obligations
                 To Be Held in Trust; Other Miscellaneous
                 Provisions...............................................90
SECTION 8.06.  Satisfaction and Discharge.................................91
SECTION 8.07.  Repayment to Company.......................................92
SECTION 8.08.  Reinstatement..............................................92
SECTION 8.09.  Survival...................................................92

                                    ARTICLE 9

                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01.  Without Consent of Holders of Notes........................93
SECTION 9.02.  With Consent of Holders of Notes...........................94
SECTION 9.03.  Compliance with Trust Indenture Act........................96
SECTION 9.04.  Revocation and Effect of Consents..........................96
SECTION 9.05.  Notation on or Exchange of Notes...........................96
SECTION 9.06.  Trustee To Sign Amendments, etc............................96


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                                   ARTICLE 10

                                  MISCELLANEOUS

SECTION 10.01. Trust Indenture Act Controls...............................97
SECTION 10.02. Notices....................................................97
SECTION 10.03. Communication by Holders of Notes with Other
                 Holders of Notes.........................................98
SECTION 10.04. Certificate and Opinion as to Conditions Precedent.........98
SECTION 10.05. Statements Required in Certificate or Opinion..............99
SECTION 10.06. Rules by Trustee and Agents................................99
SECTION 10.07. No Personal Liability of Directors, Officers,
                 Employees and Stockholders...............................99
SECTION 10.08. Governing Law.............................................100
SECTION 10.09. No Adverse Interpretation of Other Agreements.............100
SECTION 10.10. Successors................................................100
SECTION 10.11. Severability..............................................100
SECTION 10.12. Counterpart Originals.....................................100
SECTION 10.13. Table of Contents, Headings, etc..........................100


                                      -iv-
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EXHIBITS

Exhibit A FORM OF NOTE
Exhibit B FORM OF CERTIFICATE OF TRANSFER
Exhibit C FORM OF CERTIFICATE OF EXCHANGE
Exhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED
            INVESTOR


                                      -v-
<PAGE>

            INDENTURE dated as of May 10, 2000 between PF.Net Communications,
Inc., a Delaware corporation (the "COMPANY"), and United States Trust Company of
New York, as trustee (the "TRUSTEE").

            The Company and the Trustee agree as follows for the benefit of each
other and for the equal and ratable benefit of the Holders of the Notes:


                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE


SECTION 1.01.  DEFINITIONS.

            "ACQUIRED INDEBTEDNESS" means, with respect to any specified Person,
Indebtedness of any other Person existing at the time such other Person is
merged with or into or becomes a Subsidiary of such specified Person, so long as
such Indebtedness was not Incurred in connection with, or in contemplation of,
such other Person's merger with or into, or becoming a Subsidiary of, such
specified Person.

            "ADDITIONAL INTEREST" means all additional interest then owing
pursuant to Section 4 of the Registration Rights Agreement.

            "AFFILIATE" of any specified Person means any other Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the 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. For
purposes of Sections 4.07 and 4.11 only, "Affiliate" shall also mean any
beneficial owner of Capital Stock representing 10.0% or more of the total voting
power of the Voting Stock (on a fully diluted basis) of the Company or of rights
or warrants to purchase such Capital Stock (whether or not currently
exercisable) and any Person who would be an Affiliate of any such beneficial
owner pursuant to the first sentence hereof. Notwithstanding the foregoing, none
of UBS Warburg LLC, Credit Suisse First Boston Corporation or their Affiliates
shall be considered an Affiliate of the Company, and none of Lucent, AT&T and
First Union National Bank shall be considered an Affiliate of the Company unless
they actually control the management and policymaking of the Company.

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

            "ALL OR SUBSTANTIALLY ALL" shall have the meaning given such phrase
in the Revised Model Business Corporation Act.
<PAGE>

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

            "ASSET SALE" means:

            (1)   the sale, lease, conveyance or other disposition of any assets
                  or rights other than any sale, lease, transfer, conveyance or
                  other disposition of telecommunications capacity, transmission
                  rights or other telecommunications services provided over the
                  Company's network in the ordinary course of business (it being
                  understood that transfers of fiber capacity in exchange for
                  fiber capacity shall be treated as made in the ordinary course
                  of business); and

            (2)   the issuance of Capital Stock by any of the Company's
                  Restricted Subsidiaries or the sale of Capital Stock in any of
                  its Subsidiaries;

PROVIDED that the sale, conveyance or other disposition of all or substantially
all of the assets of the Company and its Restricted Subsidiaries, taken as a
whole, will be governed by Section 4.15 and/or Article 5 and not by Section
4.10.

            Notwithstanding the foregoing, the following items shall not be
deemed Asset Sales:

            (1)   the sale, lease, conveyance, disposition or other transfer of
                  all or substantially all of the assets of the Company as
                  permitted by Section 5.01 hereof or any disposition that
                  constitutes a Change of Control;

            (2)   any single transaction or series of related transactions that:
                  (a) involves assets having a fair market value of less than
                  $1.0 million, or (b) results in net proceeds to the Company
                  and its Restricted Subsidiaries of less than $1.0 million;

            (3)   a transfer of assets between or among the Company and its
                  Restricted Subsidiaries or between or among Restricted
                  Subsidiaries;

            (4)   an issuance of Equity Interests by a Restricted Subsidiary to
                  the Company or to a Restricted Subsidiary;

            (5)   a Permitted Investment or a Restricted Payment that is
                  permitted by Section 4.07;

            (6)   Permitted Telecommunications Asset Dispositions;


                                      -2-
<PAGE>

            (7)   the sale or discount, in each case without recourse, of
                  accounts receivable arising in the ordinary course of
                  business;

            (8)   disposals or replacements of obsolete equipment, inventory or
                  other assets in the ordinary course of business; and

            (9)   any sale or licensing of intellectual property.

            "AT&T" means AT&T Corp., a New York corporation, and its
Affiliates.

            "AT&T AGREEMENT" means that certain fiber optic system agreement,
dated as of October 29, 1999, between Opco and AT&T, including all schedules
thereto, and together with all agreements the forms of which are attached as
exhibits thereto, as such fiber optic system agreement and such other agreements
are in effect on the date of this Indenture or as thereafter amended, modified
or supplemented in compliance with the terms of this Indenture.

            "ATTRIBUTABLE DEBT" in respect of a Sale/Leaseback Transaction
means, as at the time of determination, the present value (discounted at the
interest rate borne by the Notes, compounded annually) of the total obligations
of the lessee for rental payments during the remaining term of the lease
included in such Sale/Leaseback Transaction (including any period for which such
lease has been extended).

            "AVERAGE LIFE" means, as of the date of determination, with respect
to any Indebtedness or Preferred Stock, the quotient obtained by dividing (1)
the sum of the products of numbers of years from the date of determination to
the dates of each successive scheduled principal payment of such Indebtedness or
redemption or similar payment with respect to such Preferred Stock multiplied by
the amount of such payment by (2) the sum of all such payments.

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

            "BOARD OF DIRECTORS" means the board of directors of the
Company.

            "BOARD RESOLUTION" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

            "BUSINESS DAY" means each day which is not a Legal Holiday.

            "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


                                      -3-
<PAGE>

designated) equity of such Person, including any Preferred Stock, but excluding
any debt securities convertible into such equity.

            "CAPITALIZED LEASE OBLIGATION" means, as to any Person, the
obligations of such Person under a lease that are required to be classified and
accounted for as capital lease obligations under GAAP and, for purposes of this
definition, the amount of such obligations at any date shall be the capitalized
amount of such obligations at such date, determined in accordance with GAAP.

            "CASH EQUIVALENTS" means, as at any date of determination:

            (1)   marketable securities (a) issued or directly and
                  unconditionally guaranteed as to interest and principal by the
                  United States or (b) issued by any agency of the United
                  States, the obligations of which are backed by the full faith
                  and credit of the United States, in each case maturing within
                  one year after such date;

            (2)   marketable direct obligations issued by any state of the
                  United States or any political subdivision of any such state
                  or any public instrumentality thereof, in each case maturing
                  within one year after such date and having, at the time of the
                  acquisition thereof, one of the two highest ratings obtainable
                  from either S&P or Moody's;

            (3)   commercial paper maturing no more than one year from the date
                  of creation thereof and having, at the time of acquisition
                  thereof, a rating of at least A-1 from S&P or at least P-1
                  from Moody's;

            (4)   certificates of deposit or bankers' acceptances maturing
                  within one year after such date and issued or accepted by any
                  commercial bank organized under the laws of the United States
                  or any state thereof or the District of Columbia that (a) is
                  at least "adequately capitalized" (as defined in the
                  regulations of its primary Federal banking regulator) and (b)
                  has Tier 1 capital (as defined in such regulations) of not
                  less than $100.0 million;

            (5)   shares of any money market mutual fund that (a) has at least
                  95% of its assets invested continuously in the types of
                  investments referred to in clauses (1) and (2) above, (b) has
                  net assets of not less than $500.0 million, and (c) has the
                  highest rating obtainable from either S&P or Moody's;


                                      -4-
<PAGE>

            (6)   repurchase obligations with a term of not more than seven days
                  for underlying securities of the types described in clause (1)
                  above entered into with any bank meeting the qualifications
                  specified in clause (4) above;

            (7)   Investment Grade Securities; and

            (8)   investments in money market funds that invest substantially
                  all their assets in securities of the types described in
                  clauses (1) through (7) above.

            "CERTIFICATE OF DESIGNATIONS" means the certificate of designations
relating to the New Preferred Stock as in effect on the date of this Indenture.

            "CHANGE OF CONTROL" means the occurrence of one or more of the
following events:

            (1)   (a) any sale, lease, exchange or other transfer of all or
                  substantially all of the assets of the Company and its
                  Restricted Subsidiaries (determined on a consolidated basis)
                  to any Person or group of related Persons for purposes of
                  Section 13(d) of the Exchange Act (a "Group") (other than the
                  Permitted Holders or any Permitted Group) or (b) any
                  consolidation or merger by the Company with or into another
                  Person or the consolidation or merger of another Person with
                  or into the Company, in any case under this clause (1), in one
                  transaction or a series of related transactions in which
                  immediately after the consummation thereof, holders of the
                  Capital Stock of the Company immediately prior to such
                  consummation shall cease to own a majority of the voting power
                  of the Capital Stock of the Company or the surviving or
                  transferee entity if other than the Company;

            (2)   the approval by the holders of Capital Stock of the Company of
                  any plan or proposal for the liquidation or dissolution of the
                  Company (whether or not otherwise in compliance with the
                  provisions of this Indenture);

            (3)   any Person or Group (other than the Permitted Holders or any
                  Permitted Group) shall become the owner, directly or
                  indirectly, beneficially or of record, of shares representing
                  more than 50% of the aggregate ordinary voting power
                  represented by the issued and outstanding Capital Stock of the
                  Company; or


                                      -5-
<PAGE>

            (4)   during any consecutive two-year period calculated in
                  accordance with GAAP, individuals who at the beginning of such
                  period constituted the Board of Directors of the Company
                  (together with any new directors whose election by such Board
                  of Directors or whose nomination for election by the
                  stockholders of the Company was approved by a vote of at least
                  a majority of the directors then still in office who were
                  either directors at the beginning of such period or whose
                  election or nomination for election was previously so
                  approved) cease for any reason (other than by action of
                  holders of the New Preferred Stock) to constitute a majority
                  of the Board of Directors of the Company then in office.

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

            "COMPANY" means PF.Net Communications, Inc., and any and all
successors thereto.

            "CONSOLIDATED INTEREST EXPENSE" means, for any period, the total
interest expense of the Company and its consolidated Restricted Subsidiaries,
plus, to the extent not included in such total interest expense, and to the
extent incurred by the Company or its Restricted Subsidiaries, without
duplication:

            (1)   interest expense attributable to capital leases and the
                  interest expense attributable to leases constituting part of a
                  Sale/Leaseback Transaction;

            (2)   amortization of debt discount and debt issuance cost (other
                  than those on the Company's consolidated balance sheet on the
                  Issue Date);

            (3)   capitalized interest;

            (4)   non-cash interest expenses;

            (5)   commissions, discounts and other fees and charges owed with
                  respect to letters of credit and bankers' acceptance
                  financing;

            (6)   net costs associated with Interest Swap Obligations (including
                  amortization of fees);

            (7)   Preferred Stock dividends paid by any Restricted Subsidiary
                  other than to the Company or another Restricted Subsidiary,
                  but only to the extent paid in cash; and


                                      -6-
<PAGE>

            (8)   interest accruing on any Indebtedness of any other Person to
                  the extent such Indebtedness is Guaranteed by (or secured by
                  the assets of) the Company or any Restricted Subsidiary.

            "CONSOLIDATED LEVERAGE RATIO" as of any date of determination means
the ratio of (x) the aggregate amount of Indebtedness of the Company and its
Restricted Subsidiaries as of such date of determination to (y) EBITDA for the
four most recent consecutive fiscal quarters ending at least 45 days prior to
such date of determination (such four fiscal quarters being herein called the
"REFERENCE PERIOD"); PROVIDED, HOWEVER, that

            (1)   if any Indebtedness is to be repaid, repurchased, defeased or
                  otherwise discharged on the date of the transaction giving
                  rise to the need to calculate the Consolidated Leverage Ratio
                  (other than ordinary working capital borrowings under any
                  revolving credit agreement), the aggregate amount of
                  Indebtedness shall be calculated on a pro forma basis; and

            (2)   if the Company or any Restricted Subsidiary shall have in any
                  manner (x) acquired (through an acquisition or the
                  commencement of activities constituting such operating
                  business) or (y) disposed of (by way of an asset sale or the
                  termination or discontinuance of activities constituting such
                  operating business) any operating business during such
                  Reference Period or after the end of such period and on or
                  prior to such date of determination, such calculation will be
                  made on a pro forma basis (including after giving effect to
                  pro forma cost savings and expenses) in accordance with
                  Regulation S-X under the Exchange Act as if, in the case of an
                  acquisition or the commencement of activities constituting
                  such operating business, all such transactions had been
                  consummated on the first day of such Reference Period and, in
                  the case of an asset sale or termination or discontinuance of
                  activities constituting such operating business, all such
                  transactions had been consummated prior to the first day of
                  such Reference Period.

            "CONSOLIDATED NET INCOME" means, for any period, the net income of
the Company and its consolidated Subsidiaries prior to any provision for
preferred stock dividends; PROVIDED, HOWEVER, that there shall not be included
in such Consolidated Net Income:

            (1)   any net income (or loss) of any Person (other than the
                  Company) if such Person is not a Restricted Subsidiary, except
                  that subject to the exclusion contained in clause (4) below,
                  the Company's equity in the net income of any such Person for
                  such period shall be included in such Consolidated Net Income
                  up to the aggregate amount of cash actually


                                      -7-
<PAGE>

                  distributed by such Person during such period to the Company
                  or a Restricted Subsidiary as a dividend or other distribution
                  (subject, in the case of a dividend or other distribution paid
                  to a Restricted Subsidiary, to the limitations contained in
                  clause (3) below):

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

            (3)   other than for purposes of the Leverage Ratio Exception only,
                  any net income of any Restricted Subsidiary if such Restricted
                  Subsidiary is subject to restrictions, directly or indirectly,
                  on the payment of dividends or the making of distributions by
                  such Restricted Subsidiary, directly or indirectly, to the
                  Company, except that (A) subject to the exclusions contained
                  in clauses (4) through (10) below, the Company's equity in the
                  net income of any such Restricted Subsidiary for such period
                  shall be included in such Consolidated Net Income up to the
                  aggregate amount of cash that such Restricted Subsidiary could
                  have paid in dividends or distributions during such period to
                  the Company or another Restricted Subsidiary as a dividend or
                  other distribution (subject, in the case of a dividend or
                  other distribution paid to another Restricted Subsidiary, to
                  the limitation contained in this clause applicable to such
                  other Restricted Subsidiary) and (B) the Company's equity in a
                  net loss of any such Restricted Subsidiary for such period
                  shall be included in determining such Consolidated Net Income;

            (4)   gains and losses realized upon the sale or other disposition
                  of any assets of the Company, its consolidated Subsidiaries or
                  any other Person (including pursuant to any sale-and-leaseback
                  arrangement) which is not sold or otherwise disposed of in the
                  ordinary course of business and any gains and losses realized
                  upon the sale or other disposition of any Capital Stock of any
                  Person in each case, and the related tax effect according to
                  GAAP;

            (5)   extraordinary gains and extraordinary losses and the related
                  tax effect according to GAAP;

            (6)   the cumulative effect of a change in accounting principles;

            (7)   any non-cash compensation charges, including any arising from
                  existing stock options resulting from any merger or
                  recapitalization transaction;


                                      -8-
<PAGE>

            (8)   any non-cash charge, expense or income associated with the
                  increase or decrease in value of Capital Stock of the Company
                  or warrants or options to purchase such Capital Stock, in each
                  case which are required to be repurchased by the Company upon
                  the occurrence of certain events, which charge, expense or
                  income is required by the consensus of the Emerging Issues
                  Task Force of the Financial Accounting Standards Board on EITF
                  Issue No. 00-7;

            (9)   gains and losses due solely to fluctuations in currency values
                  and the related tax effects according to GAAP;

            (10)  dividends paid to holders of Designated Preferred Stock
                  pursuant to Section 4.07(b)(6).

            Notwithstanding the foregoing, for the purposes of Section 4.07
only, there shall be excluded from Consolidated Net Income any dividends,
repayments of loans or advances or other transfers of assets from Unrestricted
Subsidiaries to the Company or a Restricted Subsidiary to the extent such
dividends, repayments or transfers increase the amount of Restricted Payments
permitted under such covenant pursuant to Section 4.07(a)(3)(D).

            "CORPORATE TRUST OFFICE OF THE TRUSTEE" shall be at the address of
the Trustee specified in Section 10.02 or such other address as to which the
Trustee may give notice to the Company.

            "CREDIT AGREEMENT" means one or more credit agreements entered into
by the Company and/or one or more of its Restricted Subsidiaries with one or
more banks, other financial institutions or vendors that extend credit,
providing for senior term loans, senior revolving credit loans and/or senior
letters of credit to the Company and/or such Restricted Subsidiaries, as
amended, extended, renewed, restated, supplemented or Refinanced or otherwise
modified, in whole or in part, from time to time, together with any related
promissory notes, guarantees and security documents, including the First Union
Facility.

            "DEBT SECURITIES" means any debt securities issued by the Company in
a public offering or a private placement.

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

            "DEFINITIVE NOTE" means a certificated Note registered in the name
of the Holder thereof and issued in accordance with Section 2.06, in the form of
EXHIBIT A except that such Note shall not bear the Global Note Legend and shall
not have a schedule of exchanges of interests applicable to a Global Note
attached thereto.


                                      -9-
<PAGE>

            "DEPOSITARY" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 as the
Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

            "DESIGNATED NONCASH CONSIDERATION" means any noncash consideration
received by the Company or one of its Restricted Subsidiaries in connection with
an Asset Sale that is designated as such pursuant to an Officers' Certificate of
the Company or such Restricted Subsidiary at the time of such Asset Sale. An
item of Designated Noncash Consideration will cease to be considered to be
outstanding once it has been sold for cash or Cash Equivalents. At the time of
receipt of any Designated Noncash Consideration, the Company or the applicable
Restricted Subsidiary shall deliver an Officers' Certificate to the Trustee
which shall state the Fair Market Value of such Designated Noncash Consideration
and the basis of such valuation.

            "DESIGNATED PREFERRED STOCK" means Preferred Stock that is
designated as Designated Preferred Stock on the issue date thereof pursuant to
an Officers' Certificate executed by the principal executive officer and the
principal financial officer of the Company and delivered to the Trustee, the
cash proceeds of which are excluded from the calculation set forth in Section
4.07(a)(3)(B).

            "DISQUALIFIED CAPITAL STOCK" means that portion of any Capital Stock
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
and delivered to the Trustee on or prior to the date which is 91 days after the
Stated Maturity of the Notes; PROVIDED, HOWEVER, that any Capital Stock that
would not constitute Disqualified Capital Stock but for provisions thereof
giving holders thereof the right to require such Person to purchase or redeem
such Capital Stock upon the occurrence of a "change of control" shall not
constitute Disqualified Capital Stock if (x) the "change of control" provisions
applicable to such Capital Stock are not more favorable to the holders of such
Capital Stock than the terms applicable to the Notes and described under Section
4.15 and (y) any such requirement only becomes operative after compliance with
such terms applicable to the Notes, including the purchase of any Notes tendered
pursuant thereto (it being understood that the New Preferred Stock issued
pursuant to the Certificate of Designations as in effect on the Issue Date shall
not constitute Disqualified Capital Stock).

            "DISQUALIFIED PERSON" means a Subsidiary of the Company or an
employee stock ownership plan or a trust established by the Company or any of
its Subsidiaries for the benefit of their employees.


                                      -10-
<PAGE>

            "EBITDA" for any period means the sum of Consolidated Net Income,
plus Consolidated Interest Expense plus the following to the extent deducted in
calculating such Consolidated Net Income: (a) all income tax expense of the
Company and its consolidated Restricted Subsidiaries, (b) depreciation expense
of the Company and its consolidated Restricted Subsidiaries, (c) amortization
expense of the Company and its consolidated Restricted Subsidiaries and (d) all
other non-cash charges of the Company and its consolidated Restricted
Subsidiaries (excluding any such non-cash charge to the extent that it
represents an accrual of or reserve for cash expenditures in any future period),
in each case for such period.

            "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended, or any successor statute or statutes thereto.

            "EXCHANGE NOTES" means the 13.75% Senior Notes due 2010 to be issued
in exchange for the Notes pursuant to the Registration Rights Agreement.

            "EXCHANGE OFFER" has the meaning set forth in the Registration
Rights Agreement.

            "EXCHANGE OFFER REGISTRATION STATEMENT" has the meaning set
forth in the Registration Rights Agreement.

            "FAIR MARKET VALUE" means, with respect to any asset or property,
the price which could be negotiated in an arm's-length, free market transaction,
for cash, between a willing seller and a willing and able buyer, neither of whom
is under undue pressure or compulsion to complete the transaction. Fair Market
Value shall be determined by the Board of Directors acting reasonably and in
good faith; PROVIDED, HOWEVER, that (1) if the Fair Market Value as determined
by the Board of Directors for any transaction or series of related transactions
exceeds $2.5 million, such determination shall be evidenced by a Board
Resolution delivered to the Trustee, and (2) for purposes of Sections 4.07 and
4.11, if the Fair Market Value as determined by the Board of Directors for any
transaction or series of related transactions exceeds $10.0 million, such
determination shall be evidenced by a determination of an Independent Financial
Advisor delivered to the Trustee.

            "FIRST UNION FACILITY" means the senior secured credit agreement,
dated as of October 29, 1999, among Opco, as borrower, the lenders party
thereto, Lucent, as administrative agent, and Lucent, as syndication agent,
including all schedules thereto, and together with all agreements the forms of
which are attached as exhibits thereto, as assigned to First Union National Bank
on March 31, 2000, as such credit agreement or such other agreements are in
effect on the date of this Indenture or as thereafter amended, modified or
supplemented in compliance with the terms of this Indenture.


                                      -11-
<PAGE>

            "GAAP" means generally accepted accounting principles in the United
States of America as in effect as of the Issue Date, including those set forth
in (1) the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants, (2) statements and
pronouncements of the Financial Accounting Standards Board, (3) such other
statements by such other entity as approved by a significant segment of the
accounting profession and (4) the rules and statements of the SEC governing the
inclusion of financial statements (including pro forma financial statements) in
periodic reports required to be filed pursuant to Section 13 of the Exchange
Act, including opinions and pronouncements in staff accounting bulletins and
similar written statements from the accounting staff of the SEC.

            "GLOBAL NOTE LEGEND" means the legend set forth in Section
2.06(g)(ii) which is required to be placed on all Global Notes issued under this
Indenture.

            "GLOBAL NOTES" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, in the form of
EXHIBIT A, issued in accordance with Section 2.01, 2.06(b)(iv), 2.06(d)(ii) or
2.06(f).

            "GUARANTEE" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness of any Person and
any obligation, direct or indirect, contingent or otherwise, of such Person (1)
to purchase or pay (or advance or supply funds for the purchase or payment of )
such Indebtedness or other obligation of such Person (whether arising by virtue
of partnership arrangements, or by agreements to keep-well, to purchase assets,
goods, securities or services, to take-or-pay or to maintain financial statement
conditions or otherwise) or (2) entered into for the purpose of assuring in any
other manner the obligee of such Indebtedness of the payment thereof or to
protect such obligee against loss in respect thereof (in whole or in part);
PROVIDED, HOWEVER, that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning. The term "Guarantor" shall mean any
Person Guaranteeing any obligation.

            "HOLDER" means the registered holder of any Note.

            "INCUR" means issue, assume, guarantee, incur or otherwise become
liable for; PROVIDED, HOWEVER, that any Indebtedness or Capital Stock of a
Person existing at the time such Person becomes a Subsidiary (whether by merger,
consolidation, acquisition or otherwise) shall be deemed to be Incurred by such
Subsidiary at the time it becomes a Subsidiary. The term "Incurrence" when used
as a noun shall have a correlative meaning. The accretion of principal of a
non-interest bearing or other discount security, the accrual of interest or the
payment of interest or the payment of dividends on any Indebtedness in the form
of additional Indebtedness with the same terms shall not be deemed the
Incurrence of Indebtedness.


                                      -12-
<PAGE>

            "INDEBTEDNESS" means, with respect to any Person, on any date
of determination (without duplication):

            (1)   all indebtedness, obligations and liabilities of such Person
                  for borrowed money;

            (2)   all indebtedness, obligations and liabilities of such Person
                  evidenced by bonds, debentures and notes;

            (3)   all Capitalized Lease Obligations of such Person;

            (4)   all obligations and liabilities of such Person issued or
                  assumed as the deferred purchase price of property, all
                  conditional sale obligations and all indebtedness, obligations
                  and liabilities of such Person under any title retention
                  agreement (but excluding trade accounts payable and other
                  accrued liabilities arising in the ordinary course of
                  business);

            (5)   all indebtedness, obligations and liabilities for the
                  reimbursement of any obligor on any letter of credit, banker's
                  acceptance or similar credit transaction;

            (6)   guarantees and other contingent obligations in respect of
                  Indebtedness referred to in clauses (1) through (5) above and
                  clause (8) below;

            (7)   all indebtedness, obligations and liabilities of any other
                  Person of the type referred to in clauses (1) through (6)
                  which are secured by any Lien on any property or asset of such
                  Person, the amount of such Indebtedness being deemed to be the
                  lesser of the Fair Market Value of such property or asset or
                  the amount of the Indebtedness so secured;

            (8)   the net amount of all indebtedness, obligations and
                  liabilities under Interest Swap Agreements of such Person; and

            (9)   all Disqualified Capital Stock issued by such Person, with the
                  amount of Indebtedness represented by such Disqualified
                  Capital Stock being equal to the greater of its voluntary or
                  involuntary liquidation preference and its maximum fixed
                  repurchase price, but excluding accrued dividends, if any.

            For purposes hereof, the "maximum fixed repurchase price" of any
Disqualified Capital Stock which does not have a fixed repurchase price shall be
calculated in accordance with the terms of such Disqualified Capital Stock as if
such Disqualified Capital Stock were purchased on any date on which Indebtedness
shall be required to be determined pursu-


                                      -13-
<PAGE>

ant to this Indenture, and if such price is based upon, or measured by, the Fair
Market Value of such Disqualified Capital Stock, such Fair Market Value shall be
determined reasonably and in good faith by the Board of Directors of the issuer
of such Disqualified Capital Stock.

            The amount of Indebtedness of any Person at any date shall be the
outstanding balance at such date of all unconditional obligations as described
above and the maximum liability, upon the occurrence of the contingency giving
rise to the obligation, of any contingent obligations at such date; PROVIDED,
HOWEVER, that the amount outstanding at any time of any Indebtedness issued with
original issue discount is the amount of the liability in respect thereof
determined in accordance with GAAP.

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

            "INDEPENDENT FINANCIAL ADVISOR" means a nationally recognized
investment banking, accounting or appraisal firm (i) which does not, and whose
directors, officers and employees or Affiliates do not, have a direct or
indirect financial interest in the Company and (ii) which, in the judgment of
the Board of Directors, is otherwise independent and qualified to perform the
task for which it is to be engaged.

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

            "INITIAL NOTES" means the $225.0 million in aggregate principal
amount of 13.75% Senior Notes due 2010 of the Company issued on the Issue Date.

            "INSTITUTIONAL ACCREDITED INVESTOR" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act that is not also a QIB.

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

            "INVESTMENT" in any Person means any direct or indirect advance,
loan (other than advances to customers in the ordinary course of business that
are recorded as accounts receivable on the balance sheet of the lender) or other
extensions of credit (including by way of guarantee or similar arrangement) or
capital contribution to (by means of any transfer of


                                      -14-
<PAGE>

cash or other property to others or any payment for property or services for the
account or use of others), or any purchase or acquisition of Capital Stock,
Indebtedness or other similar instruments issued by such Person. For purposes of
the definition of "Unrestricted Subsidiary" and the definition of "Restricted
Payment" and for purposes of Section 4.07, (1) "Investment" shall include the
portion (proportionate to the Company's equity interest in such Subsidiary) of
the Fair Market Value of the net assets of any Subsidiary of the Company at the
time that such Subsidiary is designated an Unrestricted Subsidiary; and (2) any
property transferred to or from an Unrestricted Subsidiary shall be valued at
its Fair Market Value at the time of such transfer, in each case as determined
in good faith by the Board of Directors.

            "INVESTMENT GRADE SECURITIES" means publicly traded debt securities
that are listed for trading on a national securities exchange and that were
issued by a corporation whose debt securities are rated in one of the two
highest rating categories by either S&P or Moody's.

            "ISSUE DATE" means May 10, 2000, the date on which the Initial Notes
were originally issued.

            "KOCH" means Koch Telecom Ventures, Inc., a Delaware corporation,
and its controlled Affiliates.

            "KOCH NOTE" means the promissory note issued by the Company to Koch
Telecom Ventures, Inc. on October 29, 1999, in the principal amount of $10.0
million, as in effect on the date thereof (together with any additional notes
(in substantially the form of such original note) issued as pay-in-kind interest
thereon).

            "LEGAL HOLIDAY" means a Saturday, a Sunday or a day on which banking
institutions in The City of New York, the city in which the principal corporate
trust office of the Trustee is located or at a place of payment are authorized
by law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.

            "LETTER OF TRANSMITTAL" means the letter of transmittal to be
prepared by the Company and sent to all Holders of the Notes for use by such
Holders in connection with the Exchange Offer.

            "LIEN" means any mortgage, deed of trust, pledge, security interest,
encumbrance, lien or charge of any kind (including any conditional sale or other
title retention agreement or lease in the nature thereof).


                                      -15-
<PAGE>

            "LUCENT" means Lucent Technologies Inc., a Delaware corporation, and
its Affiliates.

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

            "NET AVAILABLE CASH" means, with respect to any Asset Sale, the
proceeds in the form of cash or Cash Equivalents including payments in respect
of deferred payment obligations when received in the form of cash or Cash
Equivalents (other than the portion of any such deferred payment constituting
interest) received by the Company or any of its Subsidiaries from such Asset
Sale (including, without limitation, any cash or Cash Equivalents received upon
the sale or other disposition of any non-cash consideration received in any
Asset Sale) net of (a) reasonable out-of-pocket expenses and fees relating to
such Asset Sale (including, without limitation, legal, accounting and investment
banking fees and sales commissions), (b) taxes paid or payable in respect of
such Asset Sale, (c) all payments made on any Indebtedness which is secured by
any assets subject to such Asset Sale, in accordance with the terms of any Lien
upon or other security agreement of any kind with respect to such assets, or
which must by its terms, or in order to obtain a necessary consent to such Asset
Sale, or by applicable law, be repaid out of the proceeds from such Asset Sale,
(d) all distributions and other payments required to be made to minority
interest holders in Restricted Subsidiaries as a result of such Asset Sale and
(e) the deduction of appropriate amounts provided by the seller as a reserve in
accordance with GAAP against any liabilities associated with the property or
other assets disposed of in such Asset Sale and retained by the Company or any
Restricted Subsidiary after such Asset Sale.

            "NET CASH PROCEEDS" means, with respect to any issuance or sale of
Capital Stock, the cash proceeds of such issuance or sale net of attorneys'
fees, accountants' fees, underwriters' or placement agents' fees, discount or
commissions and brokerage, consultant and other fees actually incurred in
connection with such issuance or sale and net of taxes paid or payable as a
result thereof.

            "NETWORK" means the fiber optic telecommunications terrestrial
network constructed or owned from time to time by the Company and its Restricted
Subsidiaries.

            "NEW PREFERRED STOCK" means any and all shares of Series A Preferred
Stock of the Company issued pursuant to the Certificate of Designations.

            "NOTE CUSTODIAN" means the Trustee, as custodian with respect to the
Notes in global form, or any successor entity thereto.

            "NON-U.S. PERSON" means a Person who is not a U.S. Person.


                                      -16-
<PAGE>

            "NOTES" means, collectively, the Notes (including, without
limitation, the Initial Notes) issued hereunder and the Exchange Notes, treated
as a single class of securities, as amended or supplemented from time to time in
accordance with the terms hereof, that are issued pursuant to this Indenture.

            "OBLIGATIONS" means all obligations for principal, premium,
interest, penalties, fees, indemnifications, reimbursements, damages and other
liabilities payable under the documentation governing any Indebtedness.

            "ODYSSEY" means Odyssey Investment Partners Fund, LP, a Delaware
limited partnership, and its controlled Affiliates.

            "OFFERING" means the offering of the Notes by the Company.

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

            "OFFICERS' CERTIFICATE" means, with respect to any Person, a
certificate signed on behalf of such Person by two Officers of such Person, one
of whom must be the principal executive officer, the principal financial
officer, the treasurer or the principal accounting officer of such Person, that
meets the requirements of Sections 10.04 and 10.05.

            "OPCO" means PF.Net Corp., a Delaware corporation and a Wholly Owned
Subsidiary of the Company.

            "OPINION OF COUNSEL" means an opinion from legal counsel who is
reasonably acceptable to the Trustee that meets the requirements of Sections
10.04 and 10.05. The counsel may be an employee of or counsel to the Company,
any Subsidiary of the Company or the Trustee.

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

            "PARTICIPATING BROKER-DEALER" has the meaning set forth in the
Registration Rights Agreement.

            "PERMITTED GROUP" means any group of investors that is deemed to be
a "person" (as such term is used in Section 13(d)(3) of the Exchange Act) by
virtue of the Stockholders Agreement, as the same may be amended, modified or
supplemented from time to time; PROVIDED that no single Person (together with
its Affiliates), other than the Permitted Holders, is the "beneficial owner" (as
such term is used in Section 13(d) of the Exchange Act),


                                      -17-
<PAGE>

directly or indirectly, of more than 50% of the voting power of the issued and
outstanding Capital Stock of the Company that is "beneficially owned" (as
defined above) by such group of investors.

            "PERMITTED HOLDERS" means Koch, Odyssey, John Warta, Stephen
Irwin and Related Parties of John Warta or Stephen Irwin.

            "PERMITTED INDEBTEDNESS" means any of the following:

            (1) Indebtedness under the Notes issued on the Issue Date and the
      related Exchange Notes, and any Guarantees thereof;

            (2) Indebtedness under one or more Credit Agreements in an aggregate
      principal amount (including amounts outstanding at the Issue Date other
      than amounts outstanding under the First Union Facility) not to exceed
      $350.0 million at any one time outstanding, less any repayments actually
      made thereunder with the Net Proceeds of Asset Sales in accordance with
      clause (1) of Section 4.10(b);

            (3) Indebtedness Incurred by the Company under the Koch Note;

            (4) Indebtedness outstanding on the Issue Date (including amounts
      outstanding under the First Union Facility but excluding other
      Indebtedness permitted by clause (1), (2) or (3) above);

            (5) Interest Swap Obligations Incurred by the Company or any of its
      Restricted Subsidiaries covering Indebtedness Incurred by the Company or
      any of its Restricted Subsidiaries and Interest Swap Obligations Incurred
      by any Restricted Subsidiary covering Indebtedness Incurred by such
      Restricted Subsidiary; PROVIDED, HOWEVER, that such Interest Swap
      Obligations are entered into to protect the Company and its Restricted
      Subsidiaries from fluctuations in interest rates on Indebtedness permitted
      to be incurred under this Indenture and not for speculative purposes, and
      the notional principal amount of any such Interest Swap Obligation does
      not exceed the principal amount of the Indebtedness to which such Interest
      Swap Obligation relates;

            (6) (A) Indebtedness (other than obligations for money borrowed)
      Incurred by the Company or any of its Restricted Subsidiaries represented
      by letters of credit for the account of the Company or such Restricted
      Subsidiary, as the case may be, issued (x) in the ordinary course of
      business of the Company or such Restricted Subsidiary or (y) to provide
      security for workers' compensation claims or payment obligations in
      connection with self-insurance or similar requirements, and (B) other
      Indebtedness (other than obligations for money borrowed) in order to
      finance insurance premiums and with respect to workers' compensation
      claims, self-insurance obligations, per-


                                      -18-
<PAGE>

      formance, surety and similar bonds and completion guarantees provided by
      the Company or any of its Restricted Subsidiaries in the ordinary course
      of business;

            (7) Indebtedness owed to a Restricted Subsidiary or the Company by
      any Restricted Subsidiary or the Company; PROVIDED, HOWEVER, that if as of
      any date any Person other than the Company or a Restricted Subsidiary owns
      or holds any such Indebtedness or holds a Lien in respect of such
      Indebtedness, the Company or such Restricted Subsidiary, as the case may
      be, shall be deemed to have Incurred Indebtedness not permitted by this
      clause (7);

            (8) Indebtedness arising from the honoring by a bank or other
      financial institution of a check, draft or similar instrument
      inadvertently drawn against insufficient funds in the ordinary course of
      business; PROVIDED that such Indebtedness is extinguished within five
      Business Days of Incurrence;

            (9) Indebtedness Incurred by the Company after the Issue Date in an
      amount which, when taken together with the amount of any other
      Indebtedness Incurred after the Issue Date pursuant to this clause (9),
      does not exceed the sum of two times (a) the Net Cash Proceeds, plus (b)
      the Fair Market Value of any Telecommunications Asset and Capital Stock in
      any Person primarily engaged in a Telecommunication Business, in each case
      received by the Company after the Issue Date as a capital contribution
      from, or from the issuance and sale of its Qualified Capital Stock to, any
      Person (other than a Disqualified Person) but only to the extent that such
      Net Cash Proceeds have not been used pursuant to Section 4.07(a)(3)(B) or
      Section 4.07(b)(1) to make a Restricted Payment; PROVIDED, HOWEVER, that
      any such Indebtedness (other than any Notes issued after the Issue Date)
      Incurred pursuant to this clause (9) shall not mature prior to the Stated
      Maturity of the Initial Notes and shall have an Average Life longer than
      the Average Life of the Initial Notes;

            (10) the guarantee by the Company or any Restricted Subsidiary of
      Indebtedness Incurred by the Company or any of the Restricted Subsidiaries
      that constituted Permitted Indebtedness under one or more of the clauses
      of the definition of "Permitted Indebtedness" or that was permitted to be
      Incurred by another provision of Section 4.09;

            (11) Refinancing Indebtedness in respect of Indebtedness Incurred
      pursuant to Section 4.09(a) or which constitutes Permitted Indebtedness
      pursuant to clause (1), (3), (4) or (9) above or this clause (11);

            (12) Permitted ROW Indebtedness in an aggregate amount not to exceed
      $10.0 million at any one time outstanding;


                                      -19-
<PAGE>

            (13) Vendor Financing Indebtedness;

            (14) indemnification, adjustment of purchase price, earn-out or
      similar obligations, in each case not constituting obligations for money
      borrowed and Incurred in connection with the disposition of any business
      or assets of the Company or any of its Restricted Subsidiaries (other than
      guarantees of Indebtedness Incurred by any Person acquiring all or any
      portion of such business, assets or Restricted Subsidiary for the purpose
      of financing such acquisition and in an aggregate amount not to exceed the
      gross proceeds actually received by the Company or such Restricted
      Subsidiary in connection with such disposition); and

            (15) other Indebtedness in an aggregate amount not to exceed $15.0
      million at any one time outstanding.

            "PERMITTED INVESTMENTS" means:

            (1) Investments by the Company or any Restricted Subsidiary in
      Restricted Subsidiaries of the Company and Investments by the Company or
      any Restricted Subsidiary of the Company in any Person that is or will
      become immediately after such Investment a Restricted Subsidiary of the
      Company or that will merge with or consolidate into the Company or a
      Restricted Subsidiary of the Company;

            (2) Investments in the Company by any Restricted Subsidiary of the
      Company;

            (3) loans and advances to employees and officers of the Company and
      the Restricted Subsidiaries for bona fide business purposes not in excess
      of $7.5 million at any one time outstanding;

            (4) Interest Swap Obligations constituting Permitted Indebtedness in
      compliance under clause (5) of the definition thereof;

            (5) Investments made by the Company or its Restricted Subsidiaries
      as a result of consideration received in connection with an Asset Sale
      made in compliance with Section 4.10;

            (6) Guarantees constituting Permitted Indebtedness Incurred in
      compliance with clause (1), (2), (13) or (15) of the definition of
      "Permitted Indebtedness";

            (7) Cash Equivalents;

            (8) receivables owing to the Company or any Restricted Subsidiary if
      created or acquired in the ordinary course of business and payable or
      dischargeable in ac-


                                      -20-
<PAGE>

      cordance with customary trade terms; PROVIDED, HOWEVER, that such trade
      terms may include such concessionary trade terms as the Company or any
      such Restricted Subsidiary deems reasonable under the circumstances;

            (9) payroll, travel and similar advances to employees and directors
      to cover matters that are expected at the time of such advances ultimately
      to be treated as expenses in accordance with GAAP and that are made in the
      ordinary course of business;

            (10) stock, obligations or securities received in settlement of
      debts created in the ordinary course of business and owing to the Company
      or any Restricted Subsidiary or in satisfaction of judgments; and

            (11) other Investments in an aggregate amount not to exceed $25.0
      million at any one time outstanding (with each Investment being valued as
      of the date made and without regard to subsequent changes in value).

            Upon a redesignation of an Unrestricted Subsidiary as a Restricted
Subsidiary, the Company shall be deemed to continue to have a permanent
"Investment" in an Unrestricted Subsidiary equal to an amount (if positive)
equal to (x) the Company's "Investment" in such Subsidiary at the time of such
redesignation less (y) 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 redesignation.

            "PERMITTED LIENS" means the following types of Liens:

            (1) statutory Liens of landlords or of mortgagees of landlords and
      Liens of carriers, warehousemen, mechanics, suppliers, materialmen,
      repairmen and other Liens imposed by law incurred in the ordinary course
      of business for sums not yet delinquent or being contested in good faith
      by appropriate proceedings and as to which the Company or its Restricted
      Subsidiaries, as the case may be, shall have set aside on its books such
      reserves as may be required pursuant to GAAP;

            (2) Liens incurred or deposits made in the ordinary course of
      business in connection with workers' compensation, unemployment insurance
      and other types of social security, including any Lien securing letters of
      credit issued in the ordinary course of business in connection therewith,
      or to secure the performance of tenders, statutory obligations, surety and
      appeal bonds, bids, leases, government contracts, performance and
      return-of-money bonds and other similar obligations (exclusive of
      obligations for the payment of borrowed money);

            (3) Liens upon specific items of inventory or other goods and
      proceeds of any Person securing such Person's obligations in respect of
      bankers' acceptances is-


                                      -21-
<PAGE>

      sued or created for the account of such Person to facilitate the purchase,
      shipment or storage of such inventory or other goods;

            (4) Liens securing reimbursement obligations with respect to
      commercial letters of credit which encumber documents and other property
      relating to such letters of credit and products and proceeds thereof;

            (5) Liens encumbering deposits made to secure obligations arising
      from statutory, regulatory, contractual or warranty requirements of the
      Company or any of its Restricted Subsidiaries, including rights of offset
      and set-off;

            (6) Liens securing Interest Swap Obligations constituting Permitted
      Indebtedness under clause (5) of the definition of "Permitted
      Indebtedness";

            (7) Liens arising out of consignment or similar arrangements for the
      sale of goods in the ordinary course of business;

            (8) Liens securing Indebtedness of any Restricted Subsidiary that
      was permitted by this Indenture to be incurred;

            (9) Liens incurred in the ordinary course of business of the Company
      or any Restricted Subsidiary with respect to obligations (other than
      Indebtedness) that do not in the aggregate exceed $5.0 million at any one
      time outstanding; and

            (10) any extension or renewal, or successive extensions or renewals,
      in whole or in part, of Liens permitted pursuant to the foregoing clauses
      (1) through (9); PROVIDED that no such extension or renewal Lien shall (a)
      secure more than the amount of Indebtedness or other obligations secured
      by the Lien being so extended or renewed or (b) extend to any property or
      assets not subject to the Lien being so extended or renewed.

            "PERMITTED ROW INDEBTEDNESS" means Indebtedness evidencing the
deferred obligation to the seller of any right-of-way on which any Segment of
the Network is being constructed to pay the purchase price for such
right-of-way.

            "PERMITTED TELECOMMUNICATIONS ASSET DISPOSITION" means the transfer,
conveyance, sale, lease or grant of an indefeasible right-of-use or other
disposition (each, a "DISPOSITION") in the ordinary course of business of fiber,
conduit, rights in fiber or conduit or associated infrastructure of the Network
that, in the case of the sale of dark fiber, shall not cause the Company (x) to
own less than 24 fibers per route mile (unless the Company owns at least 12
fibers and one empty conduit) or (y) to own less than 12 fibers and one empty
conduit per route mile (unless the Company owns at least 24 fibers), in each
case, on every Segment of


                                      -22-
<PAGE>

the Network constructed or developed by the Company that was part of the Project
and that has been completed as of the date of such Disposition.

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

            "PREFERRED STOCK," as applied to the Capital Stock of any Person,
means Capital Stock of any class or classes (however designated) which is
preferred as to the payment of dividends or distributions, or as to the
distribution of assets upon any voluntary or involuntary liquidation or
dissolution of such Person, over shares of Capital Stock of any other class of
such Person.

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

            "PRIVATE PLACEMENT LEGEND" means the legend set forth in Section
2.06(g)(i) to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

            "PROJECT" means the construction, maintenance or operation of
approximately 6,400 route miles (including 5,000 miles under the AT&T Agreement)
of telecommunications-related network infrastructure, components, equipment and
other devices as described in the final offering memorandum relating to the
Initial Notes, and activities related thereto.

            "QUALIFIED CAPITAL STOCK" means any Capital Stock that is not
Disqualified Capital Stock.

            "QUALIFIED EQUITY OFFERING" means any offering of common stock of
the Company to Persons other than Affiliates of the Company and other than
holders of Capital Stock of the Company on the Issue Date; PROVIDED that the net
proceeds received by the Company from such offering are not less than $75.0
million.

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

            "REFINANCE" means, in respect of any Indebtedness, to refinance,
extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue
other Indebtedness in exchange or replacement for, such Indebtedness.
"Refinanced" and "Refinancing" shall have correlative meanings.

            "REFINANCING INDEBTEDNESS" means Indebtedness that Refinances any
Indebtedness of the Company or any Restricted Subsidiary existing on the Issue
Date or Incurred in compliance with this Indenture, including Indebtedness that
Refinances Refinancing Indebt-


                                      -23-
<PAGE>

edness; PROVIDED, HOWEVER, that (i) such Refinancing Indebtedness has a Stated
Maturity no earlier than the Stated Maturity of the Indebtedness being
Refinanced, (ii) such 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 and (iii) such Refinancing
Indebtedness has an aggregate principal amount (or if Incurred with original
issue discount, an aggregate issue price) that is equal to or less than the
aggregate principal amount (or if Incurred with original issue discount, the
aggregate accreted value) then outstanding or committed (plus fees and expenses,
including any premium and defeasance costs) under the Indebtedness being
Refinanced; PROVIDED, FURTHER, however, that Refinancing Indebtedness shall not
include (x) Indebtedness of a Subsidiary that Refinances Indebtedness of the
Company (except to the extent such Refinanced Indebtedness was guaranteed by
such Subsidiary) or (y) Indebtedness of the Company or a Restricted Subsidiary
that Refinances Indebtedness of an Unrestricted Subsidiary.

            "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated as of the Issue Date by and among the Company and the Initial
Purchasers.

            "RELATED PARTIES" means:

            (a) (1) any spouse, sibling, parent or child of any Permitted
            Holder; or

                  (2) the estate of any Permitted Holder during any period in
            which such estate holds Capital Stock of the Company for the benefit
            of any Person referred to in clause (a)(1); or

            (b) any trust, corporation, partnership, limited liability company
or other entity, the beneficiaries, stockholders, partners, owners or Persons
beneficially owning an interest of more than 50% of which consist of, or the
sole managing partner or managing member of which is, one or more Permitted
Holders and/or such other Persons referred to in the immediately preceding
clause (a).

            "RESPONSIBLE OFFICER," when used with respect to the Trustee, means
any officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above-designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

            "RESTRICTED DEFINITIVE NOTE" means a Definitive Note bearing
the Private Placement Legend.


                                      -24-
<PAGE>

            "RESTRICTED GLOBAL NOTE" means a Global Note bearing the
Private Placement Legend.

            "RESTRICTED PAYMENT" with respect to any Person means:

            (1) the declaration or payment of any dividends or any other
      distributions of any sort in respect of its Capital Stock (including any
      payment in connection with any merger or consolidation involving such
      Person) or similar payment to the direct or indirect holders of its
      Capital Stock (other than dividends or distributions payable solely in its
      Capital Stock (other than Disqualified Capital Stock) and dividends or
      distributions payable solely to the Company or a Restricted Subsidiary,
      and other than PRO RATA dividends or other distributions made by a
      Subsidiary that is not a Wholly Owned Subsidiary to minority stockholders
      (or owners of an equivalent interest in the case of a Subsidiary that is
      an entity other than a corporation));

            (2) the purchase, redemption or other acquisition or retirement for
      value of any Capital Stock of the Company held by any Person or of any
      Capital Stock of a Restricted Subsidiary held by any Affiliate of the
      Company (other than a Restricted Subsidiary), including the exercise of
      any option to exchange any Capital Stock (other than into Qualified
      Capital Stock);

            (3) the purchase, repurchase, redemption, defeasance or other
      acquisition or retirement for value, prior to scheduled maturity,
      scheduled repayment or scheduled sinking fund payment of any Subordinated
      Obligations (other than the purchase, repurchase or other acquisition of
      Subordinated Obligations purchased in anticipation of satisfying a sinking
      fund obligation, principal installment or final maturity, in each case due
      within one year of the date of acquisition); or

            (4) the making of any Investment (other than a Permitted
      Investment).

            "RESTRICTED SECURITIES" means any Restricted Definitive Notes
and any Restricted Global Note.

            "RESTRICTED SUBSIDIARY" means any Subsidiary of the Company that at
the time of determination is not an Unrestricted Subsidiary.

            "RULE 144" means Rule 144 promulgated under the Securities Act.

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

            "SALE/LEASEBACK TRANSACTION" means an arrangement relating to
property now owned or hereafter acquired, whereby the Company or a Restricted
Subsidiary transfers such property to a Person and the Company or a Restricted
Subsidiary leases it from such Person,


                                      -25-
<PAGE>

and the Company or such Restricted Subsidiary is required under GAAP to
capitalize such arrangement.

            "S&P" means Standard & Poor's Ratings Group, a division of The
McGraw-Hill Companies, Inc.

            "SEC" means the Securities and Exchange Commission.

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

            "SEGMENT" means (x) with respect to the intercity portions of the
Network, the through-portion of the Network between two local networks and (y)
with respect to a local portion of the Network, the entire through-portion of
the Network, excluding the spurs which branch off the through-portion.

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

            "SIGNIFICANT SUBSIDIARY" means (i) any Restricted Subsidiary that
would be a "significant subsidiary" of the Company within the meaning of Rule
1-02(w) of Regulation S-X under the Securities Act or (ii) any group of
Restricted Subsidiaries that together would constitute a Restricted 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 unless such contingency has occurred).

            "STOCKHOLDERS AGREEMENT" means the stockholders agreement dated as
of October 29, 1999, among the Company, John Warta, Georgiana Warta, Karen
Irwin, Treg Ventures LLC, Koch Telecom Ventures, Inc., PF Telecom Holdings, LLC,
GLW Ventures LLC, Odyssey Coinvestors, LLC, Odyssey Investment Partners Fund LP,
UBS Warburg LLC (formerly known as Warburg Dillon Read LLC), UBS Capital II LLC,
Credit Suisse First Boston, and Lucent Technologies Inc., as such agreement is
in effect on the Issue Date or as thereafter amended, modified or supplemented
in compliance with this Indenture.

            "SUBORDINATED OBLIGATION" means the principal amount of any
Indebtedness of the Company (whether outstanding on the Issue Date or thereafter
Incurred) which is subordinate or junior in right of payment to the Notes
pursuant to a written agreement to that effect.

            "SUBSIDIARY" means, with respect to any Person, any corporation,
association, partnership or other business entity of which more than 50% of the
total voting power of


                                      -26-
<PAGE>

shares of Capital Stock or other interests (including partnership interests)
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by (i) such Person, (ii) such Person and one
or more Subsidiaries of such Person or (iii) one or more Subsidiaries of such
Person.

            "TELECOMMUNICATIONS ASSETS" means all assets, rights (contractual or
otherwise) and properties, whether tangible or intangible, used or intended for
use in connection with a Telecommunications Business.

            "TELECOMMUNICATIONS BUSINESS" means the business of (i) transmitting
or providing services relating to the transmission of voice, video or data
through owned or leased transmission facilities, (ii) constructing, installing,
maintaining, creating, developing or marketing communications-related network
infrastructure, components, equipment, software and other devices for use in a
telecommunications business and/or any business related or incidental thereto,
and (iii) evaluating, participating or pursuing any other activity or
opportunity that is ancillary or reasonably related to those identified in
clause (i) or (ii) above.

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

            "TOTAL ASSETS" of the Company as of any date means the total amount
of assets of the Company and its Restricted Subsidiaries (less applicable
reserves) on a consolidated basis at the end of the fiscal quarter immediately
preceding such date, as determined in accordance with GAAP, less goodwill and
unamortized debt discount.

            "TRUSTEE" means the party named as such in the preamble to this
Indenture until a successor replaces it in accordance with the applicable
provisions of this Indenture and thereafter means the successor serving
hereunder.

            "UNRESTRICTED DEFINITIVE NOTE" means one or more Definitive Notes
that do not bear and are not required to bear the Private Placement Legend.

            "UNRESTRICTED GLOBAL NOTE" means a permanent global Note in the form
of EXHIBIT A attached hereto that bears the Global Note Legend and that has the
"Schedule of Exchanges of Interests in the Global Note" attached thereto, and
that is deposited with or on behalf of and registered in the name of the
Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

            "UNRESTRICTED SUBSIDIARY" means (i) any Subsidiary of the Company
that at the time of determination shall be designated an Unrestricted Subsidiary
by the Board of Directors in the manner provided below and (ii) any Subsidiary
of an Unrestricted Subsidiary. The


                                      -27-
<PAGE>

Board of Directors may designate any Subsidiary of the Company (including any
newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary
unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or
Indebtedness of, 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; PROVIDED in any case that either (A) the Subsidiary to be so
designated has total assets of $1,000 or less or (B) if such Subsidiary has
assets of more than $1,000, such designation would be permitted under Section
4.07. The Board of Directors may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; PROVIDED, HOWEVER, that immediately after giving effect
to such designation (x) if such Subsidiary had any Indebtedness outstanding at
the time of such designation, the Company could Incur $1.00 of additional
Indebtedness under the Leverage Ratio Exception and (y) no Default shall have
occurred and be continuing. Any such designation by the Board of Directors shall
be evidenced to the Trustee by promptly filing with the Trustee a copy of the
Board Resolution giving effect to such designation and an Officers' Certificate
of the Company certifying that such designation complied with the foregoing
provisions.

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

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

            "VENDOR FINANCING INDEBTEDNESS" means Indebtedness of the Company or
any of its Restricted Subsidiaries Incurred by the Company or any of its
Restricted Subsidiaries the proceeds of which are used to finance all or any
part of the cost of construction, engineering, acquisition, installation,
development or improvement by the Company or any Restricted Subsidiary of any
Telecommunications Assets and including any related notes, Guarantees,
collateral documents, instruments and agreements executed in connection
therewith, as the same may be refinanced, amended, supplemented, modified or
restated from time to time; PROVIDED that the amount of any Incurrence or
refinancing thereof does not exceed 100% of the aggregate cost (determined in
accordance with GAAP by the Board of Directors in good faith) of the
construction, acquisition, development, engineering, installation and
improvement of the applicable Telecommunications Assets. Vendor Financing
Indebtedness shall not include (1) any Indebtedness to fund interest or other
similar finance charges made available by any vendor or lessor or (2) any
subordinated Indebtedness.

            "VOTING STOCK" of a Person means all classes of Capital Stock or
other interests (including partnership interests) of such Person then
outstanding and normally entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof.


                                      -28-
<PAGE>

            "WHOLLY OWNED SUBSIDIARY" means a Restricted Subsidiary of the
Company, all the Capital Stock of which (other than directors' qualifying
shares) is owned by the Company or one or more Wholly Owned Subsidiaries.
SECTION 1.02.  OTHER DEFINITIONS.

                                                            Defined in
            Term                                            Section
            ----                                            -------

      "ACCELERATION NOTICE".............................       6.02
      "AFFILIATE TRANSACTION"...........................       4.11
      "CHANGE OF CONTROL NOTICE"........................       4.15
      "CHANGE OF CONTROL OFFER".........................       4.15
      "CHANGE OF CONTROL PAYMENT".......................       4.15
      "CHANGE OF CONTROL PAYMENT DATE"..................       4.15
      "COVENANT DEFEASANCE".............................       8.03
      "DTC".............................................       2.03
      "EVENT OF DEFAULT"................................       6.01
      "EXCESS PROCEEDS".................................       4.10
      "GUARANTEED INDEBTEDNESS".........................       4.18
      "LEGAL DEFEASANCE"................................       8.02
      "LEVERAGE RATIO EXCEPTION"........................       4.09
      "NET PROCEEDS OFFER"..............................       4.10
      "NET PROCEEDS OFFER PAYMENT DATE".................       4.10
      "NET PROCEEDS OFFER TRIGGER DATE".................       4.10
      "OFFER PERIOD"....................................       3.09
      "PAYING AGENT"....................................       2.03
      "PURCHASE DATE"...................................       3.09
      "REGISTRAR".......................................       2.03
      "SUBSIDIARY DISTRIBUTIONS"........................       4.08
      "SUBSIDIARY GUARANTEE"............................       4.18
      "SUCCESSOR COMPANY"...............................       5.01

SECTION 1.03. TRUST INDENTURE ACT DEFINITIONS.

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

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

            "INDENTURE SECURITIES" means the Notes;


                                      -29-
<PAGE>

            "INDENTURE SECURITY HOLDER" means a Holder of a Note;

            "INDENTURE TO BE QUALIFIED" means this Indenture;

            "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the
Trustee; and

            "OBLIGOR" on the Notes means the Company and any successor
obligor upon the Notes.

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

SECTION 1.04. 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) words in the singular include the plural, and in the plural
      include the singular;

            (5) provisions apply to successive events and transactions; and

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


                                    ARTICLE 2

                                    THE NOTES


SECTION 2.01. FORM AND DATING.

            (a) GENERAL. The Notes and the Trustee's certificate of
authentication shall be substantially in the form of EXHIBIT A. The Notes may
have notations, legends or endorsements required by law, stock exchange rule or
usage, including, with respect to any


                                      -30-
<PAGE>

Notes, a legend relating to original issue discount, if applicable. Each Note
shall be dated the date of its authentication. The Notes shall be in
denominations of $1,000 and integral multiples thereof.

            The terms and provisions contained in the Notes shall constitute,
and are hereby expressly made, a part of this Indenture and the Company and the
Trustee, by their execution and delivery of this Indenture, expressly agree to
such terms and provisions and to be bound thereby. However, to the extent any
provision of any Note conflicts with the express provisions of this Indenture,
the provisions of this Indenture shall govern and be controlling.

            (b) GLOBAL NOTES; DEFINITIVE NOTES. Notes issued in global form
shall be substantially in the form of EXHIBIT A (including the Global Note
Legend thereon). Notes issued in definitive form shall be substantially in the
form of EXHIBIT A (but without the Global Note Legend thereon). Each Global Note
shall represent such of the outstanding Notes as shall be specified therein and
shall provide that it shall represent the aggregate principal amount of
outstanding Notes from time to time endorsed thereon and that the aggregate
principal amount of outstanding Notes represented thereby may from time to time
be reduced or increased, as appropriate, to reflect exchanges and redemptions.
Any endorsement of a Global Note to reflect the amount of any increase or
decrease in the aggregate principal amount of outstanding Notes represented
thereby shall be made by the Trustee or the Note Custodian, at the direction of
the Trustee, in accordance with instructions given by the Holder thereof as
required by Section 2.06.

SECTION 2.02. EXECUTION AND AUTHENTICATION.

            One Officer shall sign the Notes for the Company by manual or
facsimile signature.

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

            A Note shall not be valid until authenticated by the manual
signature of the Trustee. The signature shall be conclusive evidence that the
Note has been authenticated under this Indenture.

            The Trustee shall initially authenticate the Initial Notes in an
aggregate principal amount not to exceed $225,000,000 upon a written order of
the Company in the form of an Officers' Certificate in aggregate principal
amount as specified in such order (other than as provided in Section 2.07). The
Trustee shall authenticate Notes thereafter in unlimited amount (so long as
permitted by the terms of this Indenture) for original issue upon a written
order of the Company in the form of an Officers' Certificate in aggregate
principal amount as


                                      -31-
<PAGE>

specified in such order (other than as provided in Section 2.07). Each such
written order shall specify the amount of Notes to be authenticated or Exchange
Notes and whether the Notes are to be issued as Definitive Notes or Global Notes
or such other information as the Trustee shall reasonably request.

            The Notes shall be issued only in fully registered form, without
coupons and only in denominations of $1,000 and any integral multiple thereof.
All Notes issued under this Indenture shall vote and consent together on all
matters as one class and no series of Notes will have the right to vote or
consent as a separate class on any matter.

            The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. An authenticating agent may authenticate Notes
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Company.

SECTION 2.03. REGISTRAR AND PAYING AGENT.

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

            The Company initially appoints The Depository Trust Company ("DTC")
to act as Depositary with respect to the Global Notes.

            The Company initially appoints the Trustee to act as the Registrar
and Paying Agent and to act as Note Custodian with respect to the Global Notes.

SECTION 2.04. PAYING AGENT TO HOLD MONEY IN TRUST.

            The Company shall require each Paying Agent other than the Trustee
to agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium, if any, or interest (including Additional Interest, if any)
on the Notes, and will notify the Trustee of any default


                                      -32-
<PAGE>

by the Company in making any such payment. While any such default continues, the
Trustee may require a Paying Agent to pay all money held by it to the Trustee.
The Company at any time may require a Paying Agent to pay all money held by it
to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other
than the Company or a Subsidiary of the Company) shall have no further liability
for the money. If the Company or a Subsidiary of the Company acts as Paying
Agent, it shall segregate and hold in a separate trust fund for the benefit of
the Holders all money held by it as Paying Agent and shall notify the Trustee of
its action or failure so to act. Upon any bankruptcy or reorganization
proceedings relating to the Company, the Trustee shall serve as Paying Agent for
the Notes.

SECTION 2.05. HOLDER LISTS.

            The 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
all Holders and shall otherwise comply with TIA ss. 312(a). If the Trustee is
not the Registrar, the Company shall furnish to the Trustee at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes, and the Company shall otherwise comply with TIA ss. 312(a).

SECTION 2.06. TRANSFER AND EXCHANGE.

            (a) TRANSFER AND EXCHANGE OF GLOBAL NOTES. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if (i) the Company delivers to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 90 days after the date of such notice from the Depositary, (ii)
the Company in its sole discretion determines that the Global Notes (in whole
but not in part) should be exchanged for Definitive Notes and delivers a written
notice to such effect to the Trustee or (iii) an Event of Default has occurred
and is continuing. Upon the occurrence of any of the events described in clause
(i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the
Depositary shall instruct the Trustee. Global Notes also may be replaced or
exchanged, in whole or in part, as provided in Sections 2.07 and 2.10. Every
Note authenticated and delivered in lieu of, or in exchange for, a Global Note
or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10,
shall be authenticated and delivered in the form of, and shall be, a Global
Note. A Global Note may not be exchanged for another Note other than as provided
in this Section 2.06(a); however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b),(c) or (f).


                                      -33-
<PAGE>

            (b) TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN THE GLOBAL
NOTES. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of
this Indenture and the Applicable Procedures. Beneficial interests in the
Restricted Global Notes shall be subject to restrictions on transfer set forth
herein to the extent required by the Securities Act. Transfers of beneficial
interests in the Global Notes also shall require compliance with either
subparagraph (i) or (ii) below, as applicable, as well as one or more of the
other following subparagraphs, as applicable:

            (i) TRANSFER OF BENEFICIAL INTERESTS IN THE SAME GLOBAL Note.
      Beneficial interests in any Restricted Global Note may be transferred to
      Persons who take delivery thereof in the form of a beneficial interest in
      the same Restricted Global Note in accordance with the transfer
      restrictions set forth in the Private Placement Legend. Beneficial
      interests in any Unrestricted Global Note may be transferred to Persons
      who take delivery thereof in the form of a beneficial interest in an
      Unrestricted Global Note. No written orders or instructions shall be
      required to be delivered to the Registrar to effect the transfers
      described in this Section 2.06(b)(i).

           (ii) ALL OTHER TRANSFERS AND EXCHANGES OF BENEFICIAL INTERESTS IN
      GLOBAL NOTES. In connection with all transfers and exchanges of beneficial
      interests that are not subject to Section 2.06(b)(i) above, the transferor
      of such beneficial interest must deliver to the Depositary either (A) (1)
      a written order from a Participant or an Indirect Participant given to the
      Depositary in accordance with the Applicable Procedures directing the
      Depositary to credit or cause to be credited a beneficial interest in
      another Global Note in an amount equal to the beneficial interest to be
      transferred or exchanged and (2) instructions given in accordance with the
      Applicable Procedures containing information regarding the Participant
      account to be credited with such increase, or (B) (1) a written order from
      a Participant or an Indirect Participant given to the Depositary in
      accordance with the Applicable Procedures directing the Depositary to
      cause to be issued a Definitive Note in an amount equal to the beneficial
      interest to be transferred or exchanged and (2) instructions given by the
      Depositary to the Registrar containing information regarding the Person in
      whose name such Definitive Note shall be registered to effect the transfer
      or exchange referred to in (1) above. Upon consummation of an Exchange
      Offer by the Company in accordance with Section 2.06(f), the requirements
      of this Section 2.06(b)(ii) shall be deemed to have been satisfied upon
      receipt by the Registrar of the instructions contained in the Letter of
      Transmittal delivered by the Holder of such beneficial interests in the
      Restricted Global Notes. Upon satisfaction of all of the requirements for
      transfer or exchange of beneficial interests in Global Notes contained in
      this Indenture and the Notes or otherwise applicable under the Securities
      Act, the Trustee shall adjust the principal amount of the relevant Global
      Note(s) pursuant to Section 2.06(h).


                                      -34-
<PAGE>

          (iii) TRANSFER OF BENEFICIAL INTERESTS TO ANOTHER RESTRICTED GLOBAL
      NOTE. A beneficial interest in any Restricted Global Note may be
      transferred to a Person who takes delivery thereof in the form of a
      beneficial interest in another Restricted Global Note if the transfer
      complies with the requirements of Section 2.06(b)(ii) above and the
      Registrar receives the following:

                  (A) if such Note is being transferred to a QIB in accordance
            with Rule 144A, then the transferor must deliver a certificate in
            the form of EXHIBIT B, including the certifications in item (1)
            thereof;

                  (B) if such Note is being transferred pursuant to an exemption
            from registration in accordance with Regulation S under the
            Securities Act, then the transferor must deliver a certificate in
            the form of EXHIBIT B, including the certifications in item (2)
            thereof; or

                  (C) if such Note is being transferred pursuant to an exemption
            from registration other than Rule 144A or Regulation S, then the
            transferor must deliver a certificate in the form of EXHIBIT B,
            including the certifications, certificates and Opinion of Counsel in
            form reasonably acceptable to the Company and the Registrar required
            by item (3)(d) thereof, if applicable.

           (iv) TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN A RESTRICTED
      GLOBAL NOTE FOR BENEFICIAL INTERESTS IN THE UNRESTRICTED GLOBAL NOTE. A
      beneficial interest in any Restricted Global Note may be exchanged by any
      holder thereof for a beneficial interest in an Unrestricted Global Note or
      transferred to a Person who takes delivery thereof in the form of a
      beneficial interest in an Unrestricted Global Note if the exchange or
      transfer complies with the requirements of Section 2.06(b)(ii) above and:

                  (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the holder of the beneficial interest to be transferred, in the
            case of an exchange, or the transferee, in the case of a transfer,
            certifies in the applicable Letter of Transmittal or via the
            Depositary's book-entry system that it is not (1) a broker-dealer,
            (2) a Person participating in the distribution of the Exchange Notes
            or (3) a Person who is an affiliate (as defined in Rule 144) of the
            Company;

                  (B) such transfer is effected pursuant to the Shelf
            Registration Statement in accordance with the Registration Rights
            Agreement;

                  (C) such transfer is effected by a Participating Broker-Dealer
            pursuant to the Exchange Offer Registration Statement in accordance
            with the Registration Rights Agreement; or


                                      -35-
<PAGE>

                  (D) the Registrar receives the following:

            (1)   if the holder of such beneficial interest in a Restricted
                  Global Note proposes to exchange such beneficial interest for
                  a beneficial interest in an Unrestricted Global Note, a
                  certificate from such holder in the form of EXHIBIT C,
                  including the certifications in item (1)(a) thereof; or

            (2)   if the holder of such beneficial interest in a Restricted
                  Global Note proposes to transfer such beneficial interest to a
                  Person who shall take delivery thereof in the form of a
                  beneficial interest in an Unrestricted Global Note, a
                  certificate from such holder in the form of EXHIBIT B,
                  including the certifications in item (4) thereof;

            and, in each such case set forth in this subparagraph (D), if the
            Company or the Registrar so requests or if the Applicable Procedures
            so require, an Opinion of Counsel in form reasonably acceptable to
            the Company and the Registrar to the effect that such exchange or
            transfer is in compliance with the Securities Act and that the
            restrictions on transfer contained herein and in the Private
            Placement Legend are no longer required in order to maintain
            compliance with the Securities Act.

            If any such transfer is effected pursuant to subparagraph (B) or (D)
      above at a time when an Unrestricted Global Note has not yet been issued,
      the Company shall issue and, upon receipt of a written authentication
      order from the Company in accordance with Section 2.02, the Trustee shall
      authenticate one or more Unrestricted Global Notes in an aggregate
      principal amount equal to the aggregate principal amount of beneficial
      interests transferred pursuant to subparagraph (B) or (D) above.

            Beneficial interests in an Unrestricted Global Note cannot be
      exchanged for, or transferred to Persons who take delivery thereof in the
      form of, a beneficial interest in a Restricted Global Note.

            (c) TRANSFER OR EXCHANGE OF BENEFICIAL INTERESTS FOR DEFINITIVE
NOTES.

            (i) BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES TO RESTRICTED
      DEFINITIVE NOTES. If any holder of a beneficial interest in a Restricted
      Global Note proposes to exchange such beneficial interest for a Restricted
      Definitive Note or to transfer such beneficial interest to a Person who
      takes delivery thereof in the form of a Restricted Definitive Note, then,
      upon receipt by the Registrar of the following documentation:

                  (A) if the holder of such beneficial interest in a Restricted
            Global Note proposes to exchange such beneficial interest for a
            Restricted Definitive


                                      -36-
<PAGE>

            Note, a certificate from such holder in the form of EXHIBIT C,
            including the certifications in item (2)(a) thereof;

                  (B) if such beneficial interest is being transferred to a QIB
            in accordance with Rule 144A under the Securities Act, a certificate
            to the effect set forth in EXHIBIT B, including the certifications
            in item (1) thereof;

                  (C) if such beneficial interest is being transferred to a
            Non-U.S. Person in an offshore transaction in accordance with
            Regulation S under the Securities Act, a certificate to the effect
            set forth in EXHIBIT B, including the certifications in item (2)
            thereof;

                  (D) if such beneficial interest is being transferred pursuant
            to an exemption from the registration requirements of the Securities
            Act in accordance with Rule 144 under the Securities Act, a
            certificate to the effect set forth in EXHIBIT B, including the
            certifications in item (3)(a) thereof;

                  (E) if such beneficial interest is being transferred to an
            Institutional Accredited Investor in reliance on an exemption from
            the registration requirements of the Securities Act other than those
            listed in subparagraph (B), (C) or (D) above, a certificate to the
            effect set forth in EXHIBIT B, including the certifications,
            certificates and Opinion of Counsel in form reasonably acceptable to
            the Company and the Registrar required by item (3)(d) thereof, if
            applicable;
                  (F) if such beneficial interest is being transferred to the
            Company or any of its Subsidiaries, a certificate to the effect set
            forth in EXHIBIT B, including the certifications in item (3)(b)
            thereof; or

                  (G) if such beneficial interest is being transferred pursuant
            to an effective registration statement under the Securities Act, a
            certificate to the effect set forth in EXHIBIT B, including the
            certifications in item (3)(c) thereof,

      the Trustee shall cause the aggregate principal amount of the applicable
      Global Note to be reduced accordingly pursuant to Section 2.06(h), and the
      Company shall execute and the Trustee shall authenticate and deliver to
      the Person designated in the instructions a Definitive Note in the
      appropriate principal amount. Any Definitive Note issued in exchange for a
      beneficial interest in a Restricted Global Note pursuant to this Section
      2.06(c) shall be registered in such name or names and in such authorized
      denomination or denominations as the holder of such beneficial interest
      shall instruct the Registrar through instructions from the Depositary and
      the Participant or Indirect Participant. The Trustee shall deliver such
      Definitive Notes to the Persons in whose names such Notes are so
      registered. Any Definitive Note issued in exchange for a


                                      -37-
<PAGE>

      beneficial interest in a Restricted Global Note pursuant to this Section
      2.06(c)(i) shall bear the Private Placement Legend and shall be subject to
      all restrictions on transfer contained therein.

           (ii) BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES TO UNRESTRICTED
      DEFINITIVE NOTES. A holder of a beneficial interest in a Restricted Global
      Note may exchange such beneficial interest for an Unrestricted Definitive
      Note or may transfer such beneficial interest to a Person who takes
      delivery thereof in the form of an Unrestricted Definitive Note only if:

                  (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the holder of such beneficial interest, in the case of an
            exchange, or the transferee, in the case of a transfer, certifies in
            the applicable Letter of Transmittal that it is not (1) a
            broker-dealer, (2) a Person participating in the distribution of the
            Exchange Notes or (3) a Person who is an affiliate (as defined in
            Rule 144) of the Company;

                  (B) such transfer is effected pursuant to the Shelf
            Registration Statement in accordance with the Registration Rights
            Agreement;

                  (C) such transfer is effected by a Participating Broker-Dealer
            pursuant to the Exchange Offer Registration Statement in accordance
            with the Registration Rights Agreement; or

                  (D) the Registrar receives the following:

            (1)   if the holder of such beneficial interest in a Restricted
                  Global Note proposes to exchange such beneficial interest for
                  a Definitive Note that does not bear the Private Placement
                  Legend, a certificate from such holder in the form of EXHIBIT
                  C, including the certifications in item (1)(b) thereof; or

            (2)   if the holder of such beneficial interest in a Restricted
                  Global Note proposes to transfer such beneficial interest to a
                  Person who shall take delivery thereof in the form of a
                  Definitive Note that does not bear the Private Placement
                  Legend, a certificate from such holder in the form of EXHIBIT
                  B, including the certifications in item (4) thereof;

            and, in each such case set forth in this subparagraph (D), if the
            Registrar and the Company so requests or if the Applicable
            Procedures so require, an Opinion of Counsel in form reasonably
            acceptable to the Registrar and the Com-


                                      -38-
<PAGE>

            pany to the effect that such exchange or transfer is in compliance
            with the Securities Act and that the restrictions on transfer
            contained herein and in the Private Placement Legend are no longer
            required in order to maintain compliance with the Securities Act.

          (iii) BENEFICIAL INTERESTS IN UNRESTRICTED GLOBAL NOTES TO
      UNRESTRICTED DEFINITIVE NOTES. If any holder of a beneficial interest in
      an Unrestricted Global Note proposes to exchange such beneficial interest
      for a Definitive Note or to transfer such beneficial interest to a Person
      who takes delivery thereof in the form of a Definitive Note, then, upon
      satisfaction of the conditions set forth in Section 2.06(b)(ii), the
      Trustee shall cause the aggregate principal amount of the applicable
      Global Note to be reduced accordingly pursuant to Section 2.06(h), and the
      Company shall execute and the Trustee shall authenticate and deliver to
      the Person designated in the instructions a Definitive Note in the
      appropriate principal amount. Any Definitive Note issued in exchange for a
      beneficial interest pursuant to this Section 2.06(c)(iii) shall be
      registered in such name or names and in such authorized denomination or
      denominations as the holder of such beneficial interest shall instruct the
      Registrar through instructions from the Depositary and the Participant or
      Indirect Participant. The Trustee shall deliver such Definitive Notes to
      the Persons in whose names such Notes are so registered. Any Definitive
      Note issued in exchange for a beneficial interest pursuant to this Section
      2.06(c)(iii) shall not bear the Private Placement Legend.

            (d) TRANSFER AND EXCHANGE OF DEFINITIVE NOTES FOR BENEFICIAL
INTERESTS.

            (i) RESTRICTED DEFINITIVE NOTES TO BENEFICIAL INTERESTS IN
      RESTRICTED GLOBAL NOTES. If any Holder of a Restricted Definitive Note
      proposes to exchange such Note for a beneficial interest in a Restricted
      Global Note or to transfer such Restricted Definitive Note to a Person who
      takes delivery thereof in the form of a beneficial interest in a
      Restricted Global Note, then, upon receipt by the Registrar of the
      following documentation:

                  (A) if the Holder of such Restricted Definitive Note proposes
            to exchange such Note for a beneficial interest in a Restricted
            Global Note, a certificate from such Holder in the form of EXHIBIT
            C, including the certifications in item (2)(b) thereof;

                  (B) if such Restricted Definitive Note is being transferred to
            a QIB in accordance with Rule 144A under the Securities Act, a
            certificate to the effect set forth in EXHIBIT B, including the
            certifications in item (1) thereof;

                  (C) if such Restricted Definitive Note is being transferred to
            a Non-U.S. Person in an offshore transaction in accordance with
            Regulation S under


                                      -39-
<PAGE>

            the Securities Act, a certificate to the effect set forth in EXHIBIT
            B, including the certifications in item (2) thereof;

                  (D) if such Restricted Definitive Note is being transferred
            pursuant to an exemption from the registration requirements of the
            Securities Act in accordance with Rule 144 under the Securities Act,
            a certificate to the effect set forth in EXHIBIT B, including the
            certifications in item (3)(a) thereof;

                  (E) if such Restricted Definitive Note is being transferred to
            an Institutional Accredited Investor in reliance on an exemption
            from the registration requirements of the Securities Act other than
            those listed in subparagraph (B), (C) or (D) above, a certificate to
            the effect set forth in EXHIBIT B, including the certifications,
            certificates and Opinion of Counsel required by item (3)(d) thereof,
            if applicable;

                  (F) if such Restricted Definitive Note is being transferred to
            the Company or any of its Subsidiaries, a certificate to the effect
            set forth in EXHIBIT B, including the certifications in item (3)(b)
            thereof; or

                  (G) if such Restricted Definitive Note is being transferred
            pursuant to an effective registration statement under the Securities
            Act, a certificate to the effect set forth in EXHIBIT B, including
            the certifications in item (3)(c) thereof,

      the Trustee shall cancel the Restricted Definitive Note, increase or cause
      to be increased the aggregate principal amount of the appropriate
      Restricted Global Note.

           (ii) RESTRICTED DEFINITIVE NOTES TO BENEFICIAL INTERESTS IN
      UNRESTRICTED GLOBAL NOTES. A Holder of a Restricted Definitive Note may
      exchange such Note for a beneficial interest in an Unrestricted Global
      Note or transfer such Restricted Definitive Note to a Person who takes
      delivery thereof in the form of a beneficial interest in an Unrestricted
      Global Note only if:

                  (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the Holder, in the case of an exchange, or the transferee, in
            the case of a transfer, certifies in the applicable Letter of
            Transmittal that it is not (1) a broker-dealer, (2) a Person
            participating in the distribution of the Exchange Notes or (3) a
            Person who is an affiliate (as defined in Rule 144) of the Company;

                  (B) such transfer is effected pursuant to the Shelf
            Registration Statement in accordance with the Registration Rights
            Agreement;


                                      -40-
<PAGE>

                  (C) such transfer is effected by a Participating Broker-Dealer
            pursuant to the Exchange Offer Registration Statement in accordance
            with the Registration Rights Agreement; or

                  (D) the Registrar receives the following:

            (1)   if the Holder of such Definitive Notes proposes to exchange
                  such Notes for a beneficial interest in the Unrestricted
                  Global Note, a certificate from such Holder in the form of
                  EXHIBIT C, including the certifications in item (1)(c)
                  thereof; or

            (2)   if the Holder of such Definitive Notes proposes to transfer
                  such Notes to a Person who shall take delivery thereof in the
                  form of a beneficial interest in the Unrestricted Global Note,
                  a certificate from such Holder in the form of EXHIBIT B,
                  including the certifications in item (4) thereof;

            and, in each such case set forth in this subparagraph (D), if the
            Registrar or the Company so requests or if the Applicable Procedures
            so require, an Opinion of Counsel in form reasonably acceptable to
            the Registrar and the Company to the effect that such exchange or
            transfer is in compliance with the Securities Act and that the
            restrictions on transfer contained herein and in the Private
            Placement Legend are no longer required in order to maintain
            compliance with the Securities Act.

            Upon satisfaction of the conditions of any of the subparagraphs in
      this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes
      and increase or cause to be increased the aggregate principal amount of
      the Unrestricted Global Note.

          (iii) UNRESTRICTED DEFINITIVE NOTES TO BENEFICIAL INTERESTS IN
      UNRESTRICTED GLOBAL NOTES. A Holder of an Unrestricted Definitive Note may
      exchange such Note for a beneficial interest in an Unrestricted Global
      Note or transfer such Definitive Note to a Person who takes delivery
      thereof in the form of a beneficial interest in an Unrestricted Global
      Note at any time. Upon receipt of a request for such an exchange or
      transfer, the Trustee shall cancel the applicable Unrestricted Definitive
      Note and increase or cause to be increased the aggregate principal amount
      of one of the Unrestricted Global Notes.

            If any such exchange or transfer from a Definitive Note to a
      beneficial interest is effected pursuant to subparagraph (ii)(B), (ii)(D)
      or (iii) above at a time when an Unrestricted Global Note has not yet been
      issued, the Company shall issue and, upon receipt of an authentication
      order in accordance with Section 2.02, the Trustee shall


                                      -41-
<PAGE>

      authenticate one or more Unrestricted Global Notes in an aggregate
      principal amount equal to the principal amount of Definitive Notes so
      transferred.

            (e) TRANSFER AND EXCHANGE OF DEFINITIVE NOTES FOR DEFINITIVE NOTES.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.06(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by his attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

            (i) RESTRICTED DEFINITIVE NOTES TO RESTRICTED DEFINITIVE NOTES. Any
      Restricted Definitive Note may be transferred to and registered in the
      name of Persons who take delivery thereof in the form of a Restricted
      Definitive Note if the Registrar receives the following:

                  (A) if the transfer will be made pursuant to Rule 144A under
            the Securities Act, then the transferor must deliver a certificate
            in the form of EXHIBIT B, including the certifications in item (1)
            thereof; and

                  (B) if the transfer will be made pursuant to Regulation S,
            then the transferor must deliver a certificate in the form of
            EXHIBIT B, including the certifications in item (2) thereof;

                  (C) if the transfer will be made pursuant to any other
            exemption from the registration requirements of the Securities Act,
            then the transferor must deliver a certificate in the form of
            EXHIBIT B, including the certifications, certificates and Opinion of
            Counsel required by item (3) thereof, if applicable.

           (ii) RESTRICTED DEFINITIVE NOTES TO UNRESTRICTED DEFINITIVE NOTES.
      Any Restricted Definitive Note may be exchanged by the Holder thereof for
      an Unrestricted Definitive Note or transferred to a Person or Persons who
      take delivery thereof in the form of an Unrestricted Definitive Note if:

                  (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the Holder, in the case of an exchange, or the transferee, in
            the case of a transfer, certifies in the applicable Letter of
            Transmittal that it is not (1) a broker-dealer, (2) a Person
            participating in the distribution of the Exchange Notes or (3) a
            Person who is an affiliate (as defined in Rule 144) of the Company;


                                      -42-
<PAGE>

                  (B) any such transfer is effected pursuant to the Shelf
            Registration Statement in accordance with the Registration Rights
            Agreement;

                  (C) any such transfer is effected by a Participating
            Broker-Dealer pursuant to the Exchange Offer Registration Statement
            in accordance with the Registration Rights Agreement; or

                  (D) the Registrar receives the following:

            (1)   if the Holder of such Restricted Definitive Notes proposes to
                  exchange such Notes for an Unrestricted Definitive Note, a
                  certificate from such Holder in the form of EXHIBIT C,
                  including the certifications in item (1)(d) thereof; or

            (2)   if the Holder of such Restricted Definitive Notes proposes to
                  transfer such Notes to a Person who shall take delivery
                  thereof in the form of an Unrestricted Definitive Note, a
                  certificate from such Holder in the form of EXHIBIT B,
                  including the certifications in item (4) thereof;

            and, in each such case set forth in this subparagraph (D), if the
            Registrar or the Company so requests, an Opinion of Counsel in form
            reasonably acceptable to the Registrar and the Company to the effect
            that such exchange or transfer is in compliance with the Securities
            Act and that the restrictions on transfer contained herein and in
            the Private Placement Legend are no longer required in order to
            maintain compliance with the Securities Act.

          (iii) UNRESTRICTED DEFINITIVE NOTES TO UNRESTRICTED DEFINITIVE NOTES.
      A Holder of Unrestricted Definitive Notes may transfer such Notes to a
      Person who takes delivery thereof in the form of an Unrestricted
      Definitive Note. Upon receipt of a request to register such a transfer,
      the Registrar shall register the Unrestricted Definitive Notes pursuant to
      the instructions from the Holder thereof.

            (f) EXCHANGE OFFER. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02, the
Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
broker-dealers, (y) they are not participating in a distribution of the Exchange
Notes and (z) they are not affiliates (as defined in Rule 144) of the Company,
and accepted for exchange in the Exchange Offer and (ii) Definitive Notes in an
aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes accepted for exchange in the Exchange Offer.


                                      -43-
<PAGE>

Concurrently with the issuance of such Notes, the Trustee shall cause the
aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Company shall execute and the Trustee shall
authenticate and deliver to the Persons designated by the Holders of Definitive
Notes so accepted Definitive Notes in the appropriate principal amounts.

            (g) LEGENDS. The following legends shall appear on the face of all
Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

            (i) PRIVATE PLACEMENT LEGEND.

                  (A) Except as permitted by subparagraph (B) below, each Global
            Note and each Definitive Note (and all Notes issued in exchange
            therefor or substitution thereof) shall bear the legend in
            substantially the following form:

                  "THE SECURITY (OR ITS PREDECESSOR) EVIDENCED BY THIS
                  CERTIFICATE WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
                  REGISTRATION UNDER SECTION 5 OF THE U.S. SECURITIES ACT OF
                  1933, AS AMENDED (THE "SECURITIES ACT") AND THE SECURITY
                  EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD,
                  PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
                  REGISTRATION OR AN APPLICABLE EXEMPTION FROM THE SECURITIES
                  ACT. EACH PURCHASER OF THE SECURITY EVIDENCED BY THIS
                  CERTIFICATE (1) BY ITS ACQUISITION OF THE SECURITY REPRESENTS
                  THAT (A) IT IS A 'QUALIFIED INSTITUTIONAL BUYER' (AS DEFINED
                  IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S.
                  PERSON AND IS ACQUIRING THE SECURITY EVIDENCED BY THIS
                  CERTIFICATE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
                  REGULATION S UNDER THE SECURITIES ACT, OR (C) IT IS AN
                  ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2),
                  (3) OR (7) UNDER THE SECURITIES ACT (AN 'INSTITUTIONAL
                  ACCREDITED INVESTOR') THAT IS ACQUIRING THE SECURITY FOR ITS
                  OWN ACCOUNT OR FOR THE ACCOUNT OF AN INSTITUTIONAL ACCREDITED
                  INVESTOR AND (2) IS HEREBY NOTIFIED THAT THE SELLER MAY BE
                  RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF
                  THE SECURITIES ACT PROVIDED BY RULE 144A OR ANOTHER EXEMPTION
                  UNDER THE SECURITIES ACT. THE HOLDER OF THE SECURITY EVIDENCED
                  BY THIS CER-


                                      -44-
<PAGE>

                  TIFICATE AGREES FOR THE BENEFIT OF THE ISSUER THAT (X) THIS
                  SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
                  (1)(A) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A
                  QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER
                  THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS
                  OF RULE 144A, (B) IN A TRANSACTION MEETING THE REQUIREMENTS OF
                  RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, (C) OUTSIDE
                  THE UNITED STATES TO A PERSON THAT IS NOT A U.S. PERSON (AS
                  DEFINED IN RULE 902 UNDER THE SECURITIES ACT) IN A TRANSACTION
                  MEETING THE REQUIREMENTS OF REGULATION S UNDER THE SECURITIES
                  ACT, (D) TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT IS
                  PURCHASING AT LEAST $100,000 OF UNITS, NOTES OR WARRANTS FOR
                  ITS OWN ACCOUNT OR FOR THE ACCOUNT OF AN INSTITUTIONAL
                  ACCREDITED INVESTOR (AND BASED UPON AN OPINION OF COUNSEL IF
                  THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR ANY OF ITS
                  SUBSIDIARIES OR (3) UNDER AN EFFECTIVE REGISTRATION STATEMENT
                  AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE
                  SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
                  APPLICABLE JURISDICTION AND (Y) THE HOLDER WILL, AND EACH
                  SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT
                  OF THE SECURITY EVIDENCED BY THIS CERTIFICATE OF THE RESALE
                  RESTRICTIONS DESCRIBED IN (X) ABOVE. IN CONNECTION WITH ANY
                  TRANSFER OF THIS SECURITY WITHIN TWO YEARS AFTER THE ORIGINAL
                  ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN
                  ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER,
                  FURNISH TO THE REGISTRAR AND THE COMPANY SUCH CERTIFICATIONS,
                  LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY
                  REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
                  PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
                  TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT."

                  (B) Notwithstanding the foregoing, any Global Note or
            Definitive Note issued pursuant to subparagraph (b)(iv), (c)(iii),
            (d)(ii), (d)(iii), (e)(ii),


                                      -45-
<PAGE>

            (e)(iii) or (f) of this Section 2.06 (and all Notes issued in
            exchange therefor or substitution thereof) shall not bear the
            Private Placement Legend.

           (ii) GLOBAL NOTE LEGEND. Each Global Note shall bear a legend in
      substantially the following form:

            "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
            INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
            BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
            ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY
            MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION
            2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN
            WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
            (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
            CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS
            GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE
            PRIOR WRITTEN CONSENT OF THE COMPANY."

          (iii) UNIT LEGEND. Each Note shall bear a legend in substantially the
      following form:

            "PRIOR TO THE SEPARATION DATE (AS DEFINED) THIS NOTE MAY NOT BE
            TRANSFERRED OR EXCHANGED WITHOUT THE SIMULTANEOUS TRANSFER OR
            EXCHANGE OF A WARRANT TO PURCHASE 36.87243 SHARES OF THE COMPANY'S
            COMMON STOCK PAR VALUE $0.01 PER SHARE (THE "WARRANTS") FOR EACH
            $1,000 PRINCIPAL AMOUNT OF NOTES BEING TRANSFERRED OR EXCHANGED. THE
            "SEPARATION DATE" SHALL MEAN THE EARLIEST OF (I) MAY 10, 2001; (II)
            THE OCCURRENCE OF A CHANGE OF CONTROL OR AN EVENT OF DEFAULT; (III)
            THE DATE ON WHICH A REGISTRATION STATEMENT WITH RESPECT TO THE NOTES
            OR THE NEW NOTES IS DECLARED EFFECTIVE; (IV) IMMEDIATELY PRIOR TO
            THE REDEMPTION OF ANY NOTES BY THE COMPANY WITH THE PROCEEDS OF A
            QUALIFIED EQUITY OFFERING; (V) THE CONSUMMATION OF AN INITIAL PUBLIC
            OFFERING OF THE COMPANY; OR (VI) SUCH EARLIER DATE AS DETERMINED BY
            UBS WARBURG LLC AND CREDIT


                                      -46-
<PAGE>

            SUISSE FIRST BOSTON CORPORATION IN THEIR SOLE DISCRETION."

           (iv) ORIGINAL ISSUE DISCOUNT LEGEND. Each Note shall bear a legend in
      substantially the following form:

            "FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL
            REVENUE CODE OF 1986, AS AMENDED, THIS SECURITY IS BEING ISSUED WITH
            ORIGINAL ISSUE DISCOUNT; FOR EACH $1,000 PRINCIPAL AMOUNT OF THIS
            SECURITY, THE ISSUE PRICE IS $764.00. THE AMOUNT OF ORIGINAL ISSUE
            DISCOUNT IS $236.00, THE ISSUE DATE IS MAY 10, 2000 AND THE YIELD TO
            MATURITY IS 19.125% PER ANNUM."

            (h) CANCELLATION AND/OR ADJUSTMENT OF GLOBAL NOTES. At such time as
all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.11. At any
time prior to such cancellation, if any beneficial interest in a Global Note is
exchanged for or transferred to a Person who will take delivery thereof in the
form of a beneficial interest in another Global Note or for Definitive Notes,
the principal amount at maturity of Notes represented by such Global Note shall
be reduced accordingly and an endorsement shall be made on such Global Note by
the Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

            (i)   GENERAL PROVISIONS RELATING TO TRANSFERS AND EXCHANGES.

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

           (ii) No service charge shall be made to a holder of a beneficial
      interest in a Global Note or to a Holder of a Definitive Note for any
      registration of transfer or exchange, but the Company may require payment
      of a sum sufficient to cover any transfer tax or similar governmental
      charge payable in connection therewith (other than any such transfer taxes
      or similar governmental charge payable upon exchange or transfer pursuant
      to Sections 2.02, 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05).


                                      -47-
<PAGE>

          (iii) The Registrar shall not be required (A) to register the transfer
      of or to exchange any Notes during a period beginning at the opening of
      business 15 days before the day of the mailing of notice of redemption
      under Section 3.03 and ending at the close of business on such day, or (B)
      to register the transfer of or exchange any Note selected for redemption
      in whole or in part pursuant to Article 3, except the unredeemed portion
      of any Note being redeemed in part.

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

            (v) The Company shall not be required (A) to issue, to register the
      transfer of or to exchange any Notes during a period beginning at the
      opening of business 15 days before the day of the mailing of notice of
      redemption under Section 3.03 and ending at the close of business on such
      day, or (B) to register the transfer of or to exchange any Note selected
      for redemption in whole or in part, except the unredeemed portion of any
      Note being redeemed in part.

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

          (vii) The Trustee shall authenticate Global Notes and Definitive Notes
      in accordance with the provisions of Section 2.02.

         (viii) All certifications, certificates and Opinions of Counsel
      required to be submitted to the Registrar pursuant to this Section 2.06 to
      effect a registration of transfer or exchange may be submitted by
      facsimile.

SECTION 2.07. REPLACEMENT NOTES.

            If any mutilated Note is surrendered to the Trustee or the Company
and the Trustee receives evidence to its satisfaction of the destruction, loss
or theft of any Note, the Company shall issue and the Trustee, upon receipt of a
written authentication order, shall authenticate a replacement Note if the
Trustee's requirements for replacements of Notes are met. If required by the
Trustee or the Company, an indemnity bond must be supplied by the Holder that is
sufficient in the judgment of both the Trustee and the Company to protect the


                                      -48-
<PAGE>

Company, the Trustee, any Agent and any authenticating agent from any loss that
any of them may suffer if a Note is replaced. The Company may charge such Holder
for its reasonable out-of-pocket expenses in replacing a Note.

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

SECTION 2.08. OUTSTANDING NOTES.

            Notes outstanding at any time are all the Notes that have been
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest in a Global Note effected
by the Trustee in accordance with the provisions hereof, and those described in
this Section as not outstanding. Except as set forth in Section 2.09, a Note
does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note.

            If a Note is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

            If the principal amount of any Note is considered paid under Section
4.01, it ceases to be outstanding and interest on it ceases to accrue.

            If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest.

SECTION 2.09. TREASURY NOTES.

            In determining whether the Holders of the required principal amount
of Notes have concurred in any direction, waiver or consent, including relating
to any amendment, Notes owned by the Company or any of its Affiliates shall be
disregarded. For purposes of the preceding sentence only, so long as Koch
Industries, Inc. is an Affiliate of the Company, any present or former direct or
indirect shareholder of Koch Industries, Inc. and any associate or affiliate of
a present or former direct or indirect shareholder of Koch Industries, Inc.
shall also be deemed to be an Affiliate of the Company. For the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, including relating to any amendment only Notes
that the Trustee knows are so owned shall be disregarded. In addition, in any
bankruptcy, insolvency or other similar proceeding and only to the extent not
inconsistent with the laws applicable thereto, for so long as Koch Industries,
Inc. is


                                      -49-
<PAGE>

an Affiliate of the Company, no present or former direct or indirect shareholder
of Koch Industries, Inc. or any associate or affiliate of a present or former
direct or indirect shareholder of Koch Industries, Inc. (other than Koch
Industries, Inc. and its direct and indirect subsidiaries) shall be allowed to
vote his or her interest in any Note in any such proceeding.

SECTION 2.10. TEMPORARY NOTES.

            Until definitive certificates representing Notes are ready for
delivery, the Company may prepare and the Trustee, upon receipt of a written
authentication order from the Company pursuant to Section 2.02, shall
authenticate temporary Notes. Temporary Notes shall be substantially in the form
of definitive certificated Notes but may have variations that the Company
considers appropriate for temporary Notes and as shall be reasonably acceptable
to the Trustee. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate definitive Notes in exchange for temporary Notes.

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

SECTION 2.11. CANCELLATION.

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

SECTION 2.12. DEFAULTED INTEREST.

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


                                      -50-
<PAGE>

Holders a notice that states the special record date, the related payment date
and the amount of such interest to be paid.

SECTION 2.13. CUSIP NUMBERS.

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


                                    ARTICLE 3

                            REDEMPTION AND PREPAYMENT


SECTION 3.01. NOTICES TO TRUSTEE.

            If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07, it shall furnish to the Trustee, at least
45 days but not more than 60 days before a redemption date (unless a shorter
notice shall be agreed to in writing by the Trustee), an Officers' Certificate
setting forth (i) the clause of Section 3.07 pursuant to which the redemption
shall occur, (ii) the redemption date, (iii) the redemption price, (iv) the
CUSIP numbers of the Notes to be redeemed, and (v) that such redemption will
comply with the conditions contained in this Article 3.

SECTION 3.02. SELECTION OF NOTES TO BE REDEEMED OR PURCHASED.

            If less than all of the Notes are to be redeemed or purchased in an
offer to purchase at any time, the Trustee shall select the Notes or portions
thereof to be redeemed or purchased in compliance with the requirements of the
principal national securities exchange, if any, on which the Notes are listed
or, if the Notes are not then listed, on a PRO RATA basis, by lot or by such
other method as the Trustee in its sole discretion shall deem to be fair and
appropriate. Notwithstanding the foregoing, if less than all of the Notes are to
be redeemed pursuant to Section 3.07(b) or purchased pursuant to Section 3.09,
the Trustee shall select the Notes to be redeemed or purchased among the Holders
of the Notes PRO RATA basis or on as nearly a PRO RATA basis as is practicable.
In the event of partial redemption or purchase by lot, the particular Notes to
be redeemed or purchased shall be selected, unless otherwise provided


                                      -51-
<PAGE>

herein, not less than 30 nor more than 60 days prior to the redemption date or
date of purchase by the Trustee from the outstanding Notes not previously called
for redemption.

            The Trustee shall promptly notify the Company in writing of the
Notes selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount to be redeemed. Notes and portions of Notes
selected shall be in amounts of $1,000 or whole multiples of $1,000. The
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

SECTION 3.03. NOTICE OF REDEMPTION.

            Subject to the provisions of Section 3.09, at least 30 days but not
more than 60 days before a redemption date, the Company shall mail or cause to
be mailed, by first-class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address.

            The notice shall identify the Notes to be redeemed, including CUSIP
numbers, and shall state:

            (a) the redemption date;

            (b) the redemption price and the amount of accrued and unpaid
      interest, if any, to be paid;

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

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

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

            (f) that, unless the Company defaults in making such redemption
      payment, interest on Notes or portions thereof called for redemption
      ceases to accrue on and after the redemption date and the only remaining
      right of the Holders is to receive payment of the redemption price upon
      surrender of the applicable Note to the Paying Agent;

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


                                      -52-
<PAGE>

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

            At the Company's written request, the Trustee shall give the notice
of redemption in the Company's name and at its expense; PROVIDED, HOWEVER, that
the Company shall have delivered to the Trustee, at least 45 days prior to the
redemption date, an Officers' Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph.

SECTION 3.04. EFFECT OF NOTICE OF REDEMPTION.

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

SECTION 3.05. DEPOSIT OF REDEMPTION PRICE.

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

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

SECTION 3.06. NOTES REDEEMED IN PART.

            Upon surrender of a Note that is redeemed in part, the Company shall
issue in the name of the Holder thereof and, upon the Company's written request,
the Trustee shall authenticate for the Holder at the expense of the Company, a
new Note or Notes equal in principal amount to the unredeemed portion of the
Note surrendered.


                                      -53-
<PAGE>

SECTION 3.07. OPTIONAL REDEMPTION.

            (a) Except as provided in paragraph (b) below, the Notes shall not
be redeemable at the option of the Company prior to May 15, 2005. Thereafter,
the Notes shall be subject to redemption at any time at the option of the
Company, in whole or in part, upon not less than 30 nor more than 60 days'
notice, at the following redemption prices (expressed in percentages of
principal amount) plus accrued and unpaid interest and Additional Interest
thereon, if any, to the applicable redemption 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 redeemed during the twelve-month period
beginning on May 15 of the years indicated below:

<TABLE>
<CAPTION>
                                                         Redemption
            Year                                           Price
            ----                                         ---------
            <S>                                          <C>
            2005....................................     106.875%
            2006....................................     104.583%
            2007....................................     102.291%
            2008 and thereafter.....................     100.000%
</TABLE>

            (b) In addition, at any time and from time to time prior to May 15,
2003, the Company may redeem in the aggregate up to 35% of the aggregate
principal amount of Notes with the Net Cash Proceeds of one or more Qualified
Equity Offerings at a redemption price equal to 113.75% of the principal amount
of the Notes redeemed, plus accrued and unpaid interest and Additional Interest,
if any, to the redemption date; PROVIDED that (1) not less than 65% of the
aggregate principal amount of Notes originally issued must remain outstanding
immediately after each such redemption (excluding Notes held by the Company and
its Subsidiaries); and (2) notice of such redemption must be given not later
than 30 days after the related Qualified Equity Offering.

            (c) Any redemption pursuant to this Section 3.07 shall be made
pursuant to the provisions of Sections 3.01 through 3.06.

SECTION 3.08. MANDATORY REDEMPTION.

            The Company shall not be required to make mandatory redemption
payments with respect to the Notes.

SECTION 3.09. OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS.

            In the event that the Company shall be required to commence a Net
Proceeds Offer pursuant to Section 4.10, it shall follow the procedures
specified in this Section 3.09.


                                      -54-
<PAGE>

            The Net Proceeds Offer shall remain open for a period of 20 Business
Days following its commencement or such longer period as may be required by
applicable law (the "OFFER PERIOD"). No later than five Business Days after the
termination of the Offer Period (the "PURCHASE Date"), the Company shall
purchase the Notes equal to the amount of Excess Proceeds (the "NET PROCEEDS
OFFER AMOUNT") subject to Section 3.02 hereof or, if Notes in an aggregate
principal amount less than the Net Proceeds Offer Amount have been tendered, all
Notes validly tendered in response to the Net Proceeds Offer. Payment for any
Notes so purchased shall be made in the same manner as interest payments are
made.

            If the Purchase Date is on or after an interest record date and on
or prior to the related interest payment date, then any accrued and unpaid
interest shall be paid to the Person in whose name a Note was registered at the
close of business on such record date.

            Upon the commencement of a Net Proceeds Offer, the Company shall
mail or cause to be mailed, by first-class mail, a notice of such Net Proceeds
Offer to the Trustee and each of the Holders, with a copy to the Trustee. The
notice shall contain all instructions and materials necessary to enable such
Holders to tender Notes pursuant to the Net Proceeds Offer. The Net Proceeds
Offer shall be made to all Holders. The notice, which shall govern the terms of
the Net Proceeds Offer, shall state:

            (a) that the Net Proceeds Offer is being made pursuant to this
      Section 3.09 and Section 4.10 and the length of time the Net Proceeds
      Offer shall remain open;

            (b) the Net Proceeds Offer Amount, the purchase price and the
      Purchase Date;

            (c) that any Note not validly tendered or accepted for payment shall
      continue to accrue interest;

            (d) that, unless the Company defaults in making such payment, any
      Note accepted for payment pursuant to the Net Proceeds Offer ceases to
      accrue interest after the Purchase Date and the only remaining right of
      the Holder is to receive payment of the purchase price upon surrender of
      the applicable Note to the Paying Agent;

            (e) that Holders electing to have a portion of a Note purchased
      pursuant to a Net Proceeds Offer may only elect to have such Note
      purchased in integral multiples of $1,000;

            (f) that Holders electing to have a Note purchased pursuant to any
      Net Proceeds Offer shall be required to surrender the Note, with the form
      entitled "Option of Holder to Elect Purchase" on the reverse of the Note
      completed, or transfer by book-entry transfer, to the Company, a
      depositary, if appointed by the Company, or a


                                      -55-
<PAGE>

      Paying Agent at the address specified in the notice at least three days
      before the Purchase Date;

            (g) that Holders shall be entitled to withdraw their election if the
      Company, the depositary or the Paying Agent, as the case may be, receives,
      not later than the expiration of the Offer Period, a telegram, facsimile
      transmission or letter setting forth the name of the Holder, the principal
      amount of the Note the Holder delivered for purchase and a statement that
      such Holder is withdrawing his election to have such Note purchased;

            (h) that, if the aggregate principal amount of Notes surrendered by
      Holders exceeds the Net Proceeds Offer Amount, the Company shall select
      the Notes to be purchased on a PRO RATA basis (based on amounts tendered
      and with such adjustments as may be deemed appropriate by the Company so
      that only Notes in denominations of $1,000, or integral multiples thereof,
      shall be purchased); and

            (i) that Holders whose Notes were purchased only in part shall be
      issued a new Note or Notes in principal amount equal to the unpurchased
      portion of the Notes surrendered in the name of the Holder thereof upon
      cancellation of the original Note.

            On or before the Purchase Date, the Company shall, to the extent
lawful, accept for payment, on a PRO RATA basis to the extent necessary and,
except as provided in Section 3.02, the Net Proceeds Offer Amount of Notes or
portions thereof validly tendered pursuant to the Net Proceeds Offer, or if less
than the Net Proceeds Offer Amount has been tendered, all Notes or portions
thereof validly tendered, and shall deliver to the Trustee an Officers'
Certificate stating that such Notes or portions thereof were accepted for
payment by the Company in accordance with the terms of this Section 3.09. The
Company, the Depositary or the Paying Agent, as the case may be, shall promptly
(but in any case not later than five days after the Purchase Date) mail or
deliver to each tendering Holder an amount equal to the purchase price of the
Notes tendered by such Holder and accepted by the Company for purchase, and the
Company shall promptly issue a new Note, and the Trustee, upon written request
from the Company shall authenticate and mail or deliver such new Note to such
Holder, in a principal amount equal to any unpurchased portion of the Note
surrendered. Any Note not so accepted shall be promptly mailed or delivered by
the Company to the Holder thereof. The Company shall publicly announce the
results of the Net Proceeds Offer on the Purchase Date.

            Other than as specifically provided in this Section 3.09, any
purchase pursuant to this Section 3.09 and Section 4.10 shall be made pursuant
to the provisions of Sections 3.01 through 3.06.

            To the extent that the provisions of any securities laws or
regulations conflict with this Section 3.09 or Section 4.10, the Company shall
comply with the applicable securi-


                                      -56-
<PAGE>

ties laws and regulations and shall not be deemed to have breached its
obligations under this Section 3.09 or Section 4.10.


                                    ARTICLE 4

                                    COVENANTS


SECTION 4.01. PAYMENT OF NOTES.

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

            The Company shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue principal at the rate equal
to 1% per annum in excess of the then applicable interest rate on the Notes to
the extent lawful; it shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest and
Additional Interest (without regard to any applicable grace period) at the same
rate to the extent lawful.

SECTION 4.02. MAINTENANCE OF OFFICE OR AGENCY.

            The Company shall maintain in the Borough of Manhattan, The City of
New York, an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee, Registrar or co-registrar) where Notes may be
surrendered for registration of transfer or for exchange and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be
served. The Company shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee.

            The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; PROVIDED,
HOWEVER, that no such designation


                                      -57-
<PAGE>

or rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency in the Borough of Manhattan, The City of New York
for such purposes. The Company shall give prompt written notice to the Trustee
of any such designation or rescission and of any change in the location of any
such other office or agency.

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

SECTION 4.03. SEC REPORTS.

            (a) The Company shall at all times provide the Trustee and Holders
with such annual reports and such information, documents and other reports as
are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a
U.S. corporation subject to such Sections, such information, documents and other
reports to be so provided at the times specified for the filing of such
information, documents and reports under such Sections. In addition, on and
after the date of the consummation of the Registered Exchange Offer, the Company
shall file all such information, documents and other reports with the SEC at the
times specified for the filing of such information, documents and reports under
such Sections (to the extent the SEC will accept such a filing). The Company
will also comply with the other provisions of TIA ss. 314(a).

            (b) In addition, for so long as any Notes remain outstanding, the
Company will furnish to the Holders and to securities analysts and prospective
investors, upon their request, the information required to be delivered pursuant
to Rule 144A(d)(4) under the Securities Act, and, to any beneficial holders of
Notes, if not obtainable from the SEC, information of the type that would be
filed with the SEC pursuant to the foregoing provisions, upon the request of any
such holder.

SECTION 4.04. COMPLIANCE CERTIFICATE.

            (a) The Company shall deliver to the Trustee, within 120 days after
the end of each fiscal year, an Officers' Certificate stating that a review of
the activities of the Company and its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions of this Indenture (or, if a Default or
Event of Default shall have occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action the Company is
taking or proposes to take with respect thereto) and that to the best of his or
her knowledge no event has occurred and remains in existence by reason of


                                      -58-
<PAGE>

which payments on account of the principal of or interest, if any, on the Notes
is prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto. For
purposes of this paragraph, such compliance shall be determined without regard
to any period of grace or requirement of notice provided under this Indenture.

            (b) So long as not contrary to the then current recommendations of
the American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03(a) above shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article 4 or Article 5 hereof or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

            (c) The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee, within 30 days after any Officer becoming aware of any
Default or Event of Default (other than any Event of Default specified in
Section 6.01(g) or 6.01(h)), an Officers' Certificate specifying such Default or
Event of Default and what action the Company is taking or proposes to take with
respect thereto.

SECTION 4.05. PAYMENT OF TAXES.

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

SECTION 4.06. STAY, EXTENSION AND USURY LAWS.

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


                                      -59-
<PAGE>

SECTION 4.07. LIMITATION ON RESTRICTED PAYMENTS.

            (a) The Company shall not, and shall not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, make a Restricted Payment if
at the time the Company or such Restricted Subsidiary makes, and after giving
effect to, such Restricted Payment:

            (1) a Default shall have occurred and be continuing (or would result
      therefrom);

            (2) the Company is not able to Incur an additional $1.00 of
      Indebtedness pursuant to the Leverage Ratio Exception; or

            (3) the aggregate amount of such Restricted Payment and all other
      Restricted Payments since the Issue Date (other than Restricted Payments
      made pursuant to paragraph (b)(1), (2), (4), (5), (6), (7), (8) or (9)
      below) would exceed the sum of (without duplication):

                  (A) 50% of the Consolidated Net Income of the Company for the
            period (taken as one accounting period) from October 1, 2001 to the
            end of the Company's most recently ended fiscal quarter for which
            internal financial statements are available at the time of such
            Restricted Payment (or, if such Consolidated Net Income for such
            period is a deficit, less 100% of such deficit);

                  (B) the aggregate net proceeds (including the Fair Market
            Value of property other than cash) received by the Company from the
            issuance and sale of Qualified Capital Stock subsequent to the Issue
            Date (other than an issuance or sale (x) to a Disqualified Person or
            (y) that served as the basis for an Incurrence of Indebtedness
            constituting Permitted Indebtedness under clause (9) of the
            definition of such term or (z) that served as the basis for the
            making of an Investment pursuant to paragraph (b)(5) below);

                  (C) the amount by which Indebtedness of the Company or any
            Restricted Subsidiary Incurred after the Issue Date is reduced on
            the Company's consolidated balance sheet upon the conversion or
            exchange (other than by a Subsidiary of the Company) of such
            Indebtedness into Qualified Capital Stock plus the net proceeds
            (including the Fair Market Value of property other than cash)
            received by the Company from the issuance and sale of convertible or
            exchangeable Disqualified Capital Stock that has been converted into
            or exchanged for Qualified Capital Stock (other than Disqualified
            Capital Stock sold to a Subsidiary of the Company), in each case,
            LESS the amount of any cash, or


                                      -60-
<PAGE>

            the Fair Market Value of any other property, distributed by the
            Company or any Restricted Subsidiary upon such conversion or
            exchange;

                  (D) 100% of the aggregate net proceeds (including the Fair
            Market Value of property other than cash) received by the Company or
            any of its Restricted Subsidiaries upon the sale or other
            disposition of any Investment (which shall with respect to any sale
            or other disposition of any Permitted Investment include only the
            gain thereon) made by the Company and its Restricted Subsidiaries
            since the Issue Date; and

                  (E) an amount equal to the sum of (i) the net reduction in
            Investments in Unrestricted Subsidiaries resulting from dividends,
            repayments of loans or advances or other transfers of assets, in
            each case to the Company or any Restricted Subsidiary from
            Unrestricted Subsidiaries, and (ii) the portion (proportionate to
            the Company's equity interest in such Subsidiary) of the Fair Market
            Value of the net assets of an Unrestricted Subsidiary at the time
            such Unrestricted Subsidiary is designated a Restricted Subsidiary.

            (b) The provisions of the foregoing paragraph (a) shall not
prohibit:

            (1) any Restricted Payment made out of the Net Cash Proceeds of the
      substantially concurrent issuance and sale of Qualified Capital Stock and
      any Investment to the extent paid for with Qualified Capital Stock;
      PROVIDED, HOWEVER, that the Net Cash Proceeds from any such issuance and
      sale used to make such Restricted Payment shall be excluded from the
      calculation of amounts under paragraph (a)(3)(B) above;

            (2) any purchase, repurchase, redemption, defeasance or other
      acquisition or retirement for value of Subordinated Obligations in whole
      or in part (including premium, if any, and accrued and unpaid interest)
      made by exchange for, or out of the net cash proceeds of the substantially
      concurrent Incurrence of Subordinated Obligations of the Company which is
      permitted to be Incurred pursuant to Section 4.09;

            (3) dividends paid within 60 days after the date of declaration
      thereof if at such date of declaration such dividend would have complied
      with this Section 4.07;

            (4) the repurchase or other acquisition of shares of, or options to
      purchase shares of, common stock of the Company or any of its Subsidiaries
      from employees, former employees, directors or former directors of the
      Company or any of its Subsidiaries (or permitted transferees of such
      employees, former employees, directors or former directors); PROVIDED,
      HOWEVER, that all such repurchases or other acquisitions pursuant to this
      clause (4) shall not exceed $3.0 million in any fiscal year PLUS amounts
      not previously used (which amount shall in any case be increased by the
      amount of any net


                                      -61-
<PAGE>

      cash proceeds received from the sale since the Issue Date of Qualified
      Capital Stock to members of the Company's management team that have not
      otherwise been applied to the payment of Restricted Payments pursuant to
      the terms of paragraph (a)(3) above and by the cash proceeds of any
      "key-man" life insurance policies which are used to make such redemptions
      or repurchases of stock from the related estate); PROVIDED, FURTHER, that
      the cancellation of Indebtedness owing to the Company from members of
      management of the Company or any of its Restricted Subsidiaries in
      connection with any repurchase of Capital Stock of the Company (or
      warrants or options or rights to acquire such Capital Stock) will not be
      deemed to constitute a Restricted Payment under this Indenture;

            (5) Investments made by the Company or any of its Restricted
      Subsidiaries in any entity that has as its primary business the ownership
      and operation of a Telecommunications Business; PROVIDED that after giving
      effect to such Investment, (x) the aggregate amount of Investments then
      outstanding pursuant to this clause (5) PLUS any Designated Noncash
      Consideration received by the Company pursuant to Section 4.10(a)(2)(E)
      that is then outstanding shall not exceed 5% of the Total Assets of the
      Company plus the Net Cash Proceeds received by the Company from the
      issuance and sale of Qualified Capital Stock subsequent to the Issue Date
      (other than an issuance or sale (A) to a Disqualified Person or (B) that
      served as the basis of an Incurrence of Indebtedness constituting
      Permitted Indebtedness under clause (9) of the definition of such term)
      and (y) such Investment shall not cause the Company (i) to own less than
      24 fibers per route mile (unless the Company owns at least 12 fibers and
      one empty conduit) or (ii) to own less than 12 fibers and one empty
      conduit per route mile (unless the Company owns at least 24 fibers), in
      each case, on every Segment of the Network constructed or developed by the
      Company that was part of the Project and that has been completed as of the
      date of such Investment;

            (6) if no Default or Event of Default shall have occurred and be
      continuing or would occur as a consequence thereof, the declaration and
      payment of dividends to holders of any class or series of Designated
      Preferred Stock (other than Disqualified Capital Stock) issued after the
      Issue Date; PROVIDED that, at the time of such issuance, the Company,
      after giving effect to such issuance on a pro forma basis, would be able
      to Incur an additional $1.00 of Indebtedness pursuant to the Leverage
      Ratio Exception;

            (7) repurchases of Capital Stock deemed to occur upon the exercise
      of stock options if such Capital Stock represents a portion of the
      exercise price thereof; PROVIDED that the net proceeds thereof are not
      included in the calculation of amounts under paragraph (a)(3)(B) above;

            (8) prepayment of the Koch Note in accordance with its terms as in
      effect on the Issue Date; PROVIDED, HOWEVER, that any proceeds from the
      issuance and sale of


                                      -62-
<PAGE>

      Capital Stock which are used to prepay the Koch Note shall be excluded
      from the calculation of amounts under paragraph (a)(3)(B) above; or

            (9) other Restricted Payments in an aggregate amount not to exceed
      $10.0 million.

SECTION 4.08.  LIMITATION ON RESTRICTIONS ON DISTRIBUTIONS FROM
               RESTRICTED SUBSIDIARIES.

            The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, create or otherwise cause or permit to
exist or become effective any encumbrance or restriction on the ability of any
Restricted Subsidiary to (a) pay dividends or make any other distributions on or
in respect of its Capital Stock; (b) make loans or advances or pay any
Indebtedness or other obligation owed to the Company or any other Restricted
Subsidiary; or (c) transfer any of its property or assets to the Company or any
other Restricted Subsidiary (the payments, distributions, loans, advances and
transfers described in clauses (a), (b) and (c) being called the "SUBSIDIARY
DISTRIBUTIONS"), except for such encumbrances or restrictions existing under or
by reason of:

            (1) applicable law;

            (2) any encumbrance or restriction applicable to a Restricted
      Subsidiary that is contained in any Indebtedness or preferred stock
      outstanding on the Issue Date or permitted to be issued or incurred under
      the Indenture; PROVIDED that any such restrictions are ordinary and
      customary with respect to the type of Indebtedness being Incurred or
      preferred stock being issued (under the relevant circumstances) and do
      not, in the good faith judgment of the Board of Directors, materially
      impair the Company's ability to make payments on the Notes when due;

            (3) any encumbrance or restriction with respect to a Restricted
      Subsidiary pursuant to an agreement relating to any Indebtedness Incurred
      by such Restricted Subsidiary on or prior to the date on which it became a
      Restricted Subsidiary (other than Indebtedness Incurred in contemplation
      of or in connection with such Restricted Subsidiary becoming a Subsidiary
      of the Company) and outstanding on such date;

            (4) any encumbrance or restriction pursuant to an agreement
      effecting a Refinancing of Indebtedness Incurred pursuant to an agreement
      referred to in clause (2) or (3) of this Section 4.08 or this clause (4)
      or contained in any amendment to an agreement referred to in clause (2) or
      (3) of this Section 4.08 or this clause (4); PROVIDED, HOWEVER, that the
      encumbrances and restrictions with respect to such Restricted Subsidiary
      contained in any such refinancing agreement or amendment are not
      materially less favorable to the Holders, as determined by the Board of
      Directors in


                                      -63-
<PAGE>

      good faith, than encumbrances and restrictions with respect to such
      Restricted Subsidiary contained in the applicable predecessor agreements;

            (5) the Notes or this Indenture;

            (6) customary non-assignment provisions of any contract or any lease
      governing a leasehold interest of any Restricted Subsidiary;

            (7) any restriction or encumbrance contained in contracts for sale
      of assets permitted by this Indenture in respect of the assets being sold
      pursuant to such contracts pending the close of such sale, which
      encumbrance or restriction is not applicable to any asset other than the
      asset being sold pursuant to such contract; and

            (8) any restriction with respect to a Restricted Subsidiary imposed
      pursuant to an agreement entered into for the sale or disposition of all
      or substantially all the Capital Stock or assets of such Restricted
      Subsidiary pending the closing of such sale or disposition.

SECTION 4.09. LIMITATION ON INCURRENCE OF ADDITIONAL INDEBTEDNESS.

            (a) The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, Incur any Indebtedness; PROVIDED,
HOWEVER, that the Company may Incur Indebtedness, and a Restricted Subsidiary
may Incur Acquired Indebtedness, if no Default shall have occurred and be
continuing at the time of or as a consequence of the Incurrence of the
Indebtedness and if, on the date of such Incurrence and after giving effect
thereto, the Consolidated Leverage Ratio would be less than 5.5 to 1 (this
proviso, the "LEVERAGE RATIO EXCEPTION").

            (b) The foregoing paragraph (a) shall not prohibit the Incurrence of
Permitted Indebtedness.

            (c) Notwithstanding the foregoing, the Company shall not Incur any
Indebtedness if the proceeds thereof are used, directly or indirectly, to
Refinance any Subordinated Obligations unless such Indebtedness shall be
subordinated to the Notes to at least the same extent as such Subordinated
Obligations.

            (d) For purposes of determining compliance with this Section 4.09,
(1) in the event that an item of Indebtedness meets the criteria of more than
one of the categories of Indebtedness permitted to be Incurred pursuant to
Section 4.09(a) or pursuant to one or more of the clauses of the definition of
"Permitted Indebtedness," the Company, in its sole discretion, will classify
such item or later reclassify such item of Indebtedness and only be required to
include the amount and type of such Indebtedness in one of such categories, and
(2) an item of Indebtedness may be divided and classified in more than one of
those categories.


                                      -64-
<PAGE>

            (e) The Company will not in any event Incur any Indebtedness that
purports to be by its terms (or by the terms of any agreement governing such
Indebtedness) subordinated to any other Indebtedness of the Company unless such
Indebtedness is also by its terms (or by the terms of any agreement governing
such Indebtedness) made expressly subordinated to the Notes to the same extent
and in the same manner as such Indebtedness is subordinated to such other
Indebtedness of the Company.

            (f) Notwithstanding any other provision of this Section 4.09, the
maximum amount of Indebtedness that the Company or a Restricted Subsidiary may
Incur shall not be deemed to be exceeded solely as a result of fluctuations in
the exchange rate of currencies. For the purposes of determining the amount of
Indebtedness outstanding at any time, Guarantees with respect to Indebtedness
otherwise included in the determination of such amount shall not be included.

SECTION 4.10. LIMITATION ON SALES OF ASSETS AND SUBSIDIARY STOCK.

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

            (1) the Company or such Restricted Subsidiary receives consideration
      at the time of such Asset Sale at least equal to the Fair Market Value
      (including the value of all non-cash consideration), as determined in good
      faith by the Board of Directors, of the shares and assets subject to such
      Asset Sale; and

            (2) at least 75% of the consideration received by the Company or
      such Restricted Subsidiary therefor is in the form of:

                  (A) cash;

                  (B) Cash Equivalents;

                  (C) assumption of liabilities (as shown on the Company's or
            such Restricted Subsidiary's most recent balance sheet) of the
            Company or any such Restricted Subsidiary (other than liabilities
            that are by their terms subordinated to the Notes) by the transferee
            of any such assets;

                  (D) any notes or other obligations received by the Company or
            any such Restricted Subsidiary from such transferee that are
            converted by the Company or such Restricted Subsidiary into cash
            within 90 days of the receipt thereof (to the extent of the cash
            received);

                  (E) any Designated Noncash Consideration received by the
            Company or any of its Restricted Subsidiaries in such Asset Sale
            having an aggre-


                                      -65-
<PAGE>

            gate fair market value, when taken together with all other
            Designated Noncash Consideration received pursuant to this clause
            (E) that is then outstanding and all Investments made pursuant to
            Section 4.07(b)(5) that are then outstanding, not to exceed 5% of
            the Total Assets of the Company at the time of the receipt of such
            Designated Noncash Consideration (with the fair market value of each
            item of Designated Noncash Consideration being measured at the time
            received and without giving effect to subsequent changes in value);

                  (F) Telecommunications Assets and Capital Stock in any Person
            primarily engaged in the Telecommunications Business; or

                  (G) any combination of the foregoing. (b) Within 365 days
            after the receipt of any Net Available
Cash from an Asset Sale, the Company or such Restricted Subsidiary, as the case
may be, may apply such Net Available Cash at its option:

            (1) to repay or retire

                  (A) secured Indebtedness Incurred by the Company, including
            Indebtedness under Credit Agreements, or

                  (B) Indebtedness Incurred by any Restricted Subsidiary (in
            each case other than any Indebtedness owed to the Company or any
            Restricted Subsidiary); or

            (2) to acquire Telecommunications Assets or Capital Stock in any
      Person primarily engaged in the Telecommunications Business or to make a
      capital expenditure or to design, improve or expand the Network.

            Pending the final application of any such Net Available Cash, the
Company or such Restricted Subsidiary may temporarily reduce revolving credit
borrowings, if any, or otherwise invest such Net Available Cash in Cash
Equivalents.

            (c) Any Net Available Cash from Asset Sales that is not applied or
invested as provided in paragraph (b) above on or prior to the 366th day after
an Asset Sale or such earlier date, if any, as the Board of Directors or the
board of directors of such Restricted Subsidiary determines not to apply the Net
Available Cash relating to such Asset Sale as set forth in paragraph (b) above
will constitute "EXCESS PROCEEDS." When the aggregate amount of Excess Proceeds
exceeds $5.0 million (each, a "NET PROCEEDS OFFER TRIGGER DATE"), the Company
will make an offer to purchase (the "NET PROCEEDS OFFER") on a date (the "NET
PROCEEDS OFFER PAYMENT DATE") not less than 30 nor more than 60 days following
the applicable Net Proceeds Offer Trigger Date, to all Holders of Notes and all
holders of other Indebtedness


                                      -66-
<PAGE>

that is PARI PASSU with the Notes containing provisions similar to those set
forth in this Indenture with respect to offers to purchase or redeem with the
proceeds of sales of assets to purchase the maximum principal amount of Notes
and such other PARI PASSU Indebtedness that may be purchased out of Excess
Proceeds. The offer price in any such offer to purchase will be equal to 100% of
the principal amount plus accrued and unpaid interest, if any, thereon to the
date of purchase and will be payable in cash. If at any time any non-cash
consideration (including any Designated Noncash Consideration) received by the
Company or any Restricted Subsidiary of the Company, as the case may be, in
connection with any Asset Sale is converted into or sold or otherwise disposed
of for cash (other than interest received with respect to any such non-cash
consideration), then such conversion or disposition shall be deemed to
constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be
applied in accordance with this Section 4.10.

            (d) Notice of each Net Proceeds Offer will be mailed to the record
Holders as shown on the register of Holders within 30 days following the Net
Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with
the procedures set forth in Section 3.09 hereof. If any Excess Proceeds remain
after consummation of such an offer to purchase, the Company may use such Excess
Proceeds for any purpose not otherwise prohibited by this Indenture. If the
aggregate principal amount of Notes tendered pursuant to a Net Proceeds Offer
exceeds the amount of Excess Proceeds allocable to the Notes, the Trustee shall
select the Notes to be purchased on a PRO RATA basis. Upon completion of any
such Net Proceeds Offer, the Amount of Excess Proceeds shall be reset at zero.

            (e) The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
and regulations in connection with the repurchase of Notes pursuant to this
Section 4.10. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section 4.10, the Company shall
comply with the applicable securities laws and regulations and shall not be
deemed to have breached its obligations under this Section 4.10 by virtue
thereof.

SECTION 4.11. LIMITATION ON AFFILIATE TRANSACTIONS.

            (a) The Company shall not, and shall not permit any Restricted
Subsidiary to, enter into or permit to exist any transaction or series of
related transactions (including, without limitation, the purchase, sale, lease
or exchange of any property or the rendering of any service) with, or for the
benefit of, any of its Affiliates (each an "AFFILIATE TRANSACTION") other than
(x) Affiliate Transactions permitted under paragraph (b) below and (y) Affiliate
Transactions on terms that are not materially less favorable than those that
might reasonably have been obtained in a comparable transaction at such time on
an arm's-length basis from a Person that is not an Affiliate of the Company or
such Subsidiary. All Affiliate Transactions (and each series of related
Affiliate Transactions) other than those permitted under clause (b) below
involving aggregate payments or other property with a Fair Market Value in
excess of


                                      -67-
<PAGE>

$2.5 million shall be approved prior to the consummation thereof by a majority
of the disinterested members of the Board of Directors, such approval to be
evidenced by a Board Resolution stating that the Board of Directors has
determined that such transaction complies with the foregoing provisions. In the
event of any Affiliate Transaction (or series of related Affiliate Transactions)
other than those permitted under clause (b) below involving aggregate payments
or other property with a Fair Market Value in excess of $10.0 million, the
Company shall, prior to the consummation thereof, obtain a favorable opinion as
to the fairness of such transaction or series of related transactions to the
Company or the relevant Restricted Subsidiary, as the case may be, from a
financial point of view, from an Independent Financial Advisor.

            (b) The restrictions set forth in paragraph (a) above shall not
prohibit:

            (1) any Restricted Payment or Permitted Investment permitted to be
      paid pursuant to Section 4.07;

            (2) reasonable fees and compensation paid to and indemnity provided
      on behalf of officers, directors, employees, agents or consultants of the
      Company or any Restricted Subsidiary as determined in good faith by the
      Board of Directors;

            (3) the payment of customary annual management, consulting and
      advisory fees and related expenses to Odyssey made pursuant to any
      financial advisory, financing, underwriting or placement agreement or in
      respect of other investment banking activities, including, without
      limitation, in connection with acquisitions or divestitures, which
      payments are approved by the Board of Directors;

            (4) transactions exclusively between or among the Company and/or one
      or more Restricted Subsidiaries or exclusively between or among Restricted
      Subsidiaries;

            (5) any agreement as in effect on the Issue Date or any amendment
      thereto or any transaction contemplated thereby (including pursuant to any
      amendment thereto) so long as any such amendment is not more
      disadvantageous to the Company and its Subsidiaries, as the case may be,
      in any material respect than the original agreement as in effect on the
      Issue Date;

            (6) loans and advances to employees and officers of the Company and
      its Restricted Subsidiaries for bona fide business purposes, which loans
      and advances are approved by a majority of the disinterested members of
      the Board of Directors;

            (7) the issuance or sale of any Qualified Capital Stock; and

            (8) the existence of, or the performance by the Company or any of
      its Restricted Subsidiaries of its obligations under the terms of, any
      stockholders agreement


                                      -68-
<PAGE>

      (including any registration rights agreement or purchase agreement related
      thereto) to which it is a party as of the Issue Date and any similar
      agreements which it may enter into thereafter; PROVIDED, HOWEVER, that the
      existence of, or the performance by the Company or any of its Restricted
      Subsidiaries of obligations under, any future amendment to any such
      existing agreement or under any similar agreement entered into after the
      Issue Date shall only be permitted by this clause (8) to the extent that
      the terms of any such amendment or new agreement are not disadvantageous
      to the holders of the Notes in any material respect.

SECTION 4.12. LIMITATION ON LIENS.

            (a) The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, Incur or permit to exist any Lien
securing Indebtedness or trade payables on any of its properties (including
Capital Stock of a Restricted Subsidiary), whether owned at the Issue Date or
thereafter acquired, other than Permitted Liens, without effectively providing
that the Notes shall be secured equally and ratably with (or prior to) the
obligations so secured for so long as such obligations are so secured.

            (b) The limitation set forth in paragraph (a) above shall not
prohibit any of the following:

            (1) Liens existing prior to the Issue Date;

            (2) Liens securing Indebtedness under Credit Agreements;

            (3) Liens on property or shares of Capital Stock of any Person at
      the time such Person becomes a Subsidiary of the Company; PROVIDED,
      HOWEVER, that such Liens are not created, incurred or assumed in
      connection with, or in contemplation of, such Person becoming such a
      Subsidiary; PROVIDED, FURTHER, HOWEVER, that such Liens may not extend to
      any other property owned by the Company or any of its Restricted
      Subsidiaries;

            (4) Liens on property at the time the Company or any of its
      Restricted Subsidiaries acquires the property, including any acquisition
      by means of a merger or consolidation with or into the Company or any of
      its Restricted Subsidiaries and including Liens created by other Persons
      affecting any easement, indefeasible right to use or other property right
      granted to the Company or any Restricted Subsidiary; PROVIDED, HOWEVER,
      that such Liens are not created, incurred or assumed in connection with,
      or in contemplation of, such acquisition; PROVIDED, FURTHER, HOWEVEr, that
      the Liens may not extend to any other property owned by the Company or any
      of its Restricted Subsidiaries; and


                                      -69-
<PAGE>

            (5) Liens to secure any Refinancing Indebtedness (or successive
      Refinancings) as a whole, or in part, of any Indebtedness secured by any
      Lien referred to in the foregoing clause (1), (2), (3) or (4); PROVIDED,
      HOWEVER, that such new Lien shall be limited to all or part of the same
      kind(s) of property that secured the original Lien (plus improvements to
      or on such property).

SECTION 4.13. LIMITATION ON BUSINESS ACTIVITIES.

            The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, engage in any business other than the
Telecommunications Business, except to the extent that any such business or
businesses, when taken together, are not material to the Company and its
Restricted Subsidiaries, taken as a whole.
SECTION 4.14.  CORPORATE EXISTENCE.

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

SECTION 4.15. OFFER TO REPURCHASE UPON CHANGE OF CONTROL.

            (a) If a Change of Control occurs, each Holder will have the right
to require that the Company purchase all or a portion of such Holder's Notes
pursuant to the offer described below (the "CHANGE OF CONTROL OFFER"), at a
purchase price in cash equal to 101% of the principal amount thereof on the date
of purchase, plus accrued and unpaid interest, if any, to the date of purchase
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant payment date) (the "CHANGE OF CONTROL
PAYMENT"). Within 60 days following any Change of Control, the Company shall
mail a notice to each Holder by first-class mail, with a copy to the Trustee
(the "CHANGE OF CONTROL NOTICE"), stating:

            (1) that a Change of Control has occurred and that such Holder has
      the right to require the Company to purchase such Holder's Notes at a
      purchase price in cash equal to 101% of the principal amount thereof on
      the date of purchase, plus ac-


                                      -70-
<PAGE>

      crued and unpaid interest, if any, to the date of purchase (subject to the
      right of Holders of record on the relevant record date to receive interest
      due on the relevant interest payment date);

            (2) the circumstances and relevant facts regarding such Change of
      Control;

            (3) the purchase date (which shall be no earlier than 30 days nor
      later than 60 days from the date such notice is mailed other than as may
      be required by law) (the "CHANGE OF CONTROL PAYMENT DATE"); and

            (4) the instructions determined by the Company, consistent with the
      covenant described in this Indenture, that a Holder must follow in order
      to have its Notes purchased. Holders electing to have a Note purchased
      pursuant to a Change of Control Offer will be required to surrender such
      Note, with the form entitled "Option of Holder to Elect Purchase" on the
      reverse of the Note completed, to the Paying Agent at the address
      specified in the notice prior to the close of business on the third
      Business Day prior to the Change of Control Payment Date.

            (b) On the Change of Control Payment Date, the Company shall, to the
extent lawful, (1) accept for payment all Notes or portions thereof properly
tendered pursuant to the Change of Control Offer, (2) deposit with the Paying
Agent an amount equal to the Change of Control Payment in respect of all Notes
or portions thereof so tendered and (3) deliver or cause to be delivered to the
applicable Trustee the Notes so accepted together with an Officers' Certificate
stating the aggregate principal amount of Notes or portions thereof being
purchased by the Company. The Paying Agent shall promptly mail to each Holder of
Notes so tendered the Change of Control Payment for such Notes, and the Trustee
shall promptly authenticate and mail (or cause to be transferred by book entry)
to each Holder a new Note equal in principal amount to any unpurchased portion
of the Notes surrendered by such Holder, if any; PROVIDED that each such new
Note will be in a principal amount of $1,000 or an integral multiple thereof.
The Company shall publicly announce the results of the Change of Control Offer
on or as soon as practicable after the Change of Control Payment Date.

            (c) The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act and any
other securities laws or regulations in connection with the purchase of Notes
pursuant to this Section 4.15. To the extent that the provisions of any
securities laws or regulations conflict with the provisions of this Section
4.15, the Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations hereunder
by virtue thereof.

            (d) If a Holder's Notes are called for redemption by the Company
pursuant to Section 3.07 prior to the date on which the Company would be
obligated to pay for such


                                      -71-
<PAGE>

Notes tendered pursuant to a Change of Control Offer, such Holder will be
entitled to receive only the redemption price as set forth in Section 3.07.

            (e) Notwithstanding anything to the contrary in this Section 4.15,
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 Section 4.15 and purchases all Notes on validly tendered and not
withdrawn under such Change of Control Offer.

SECTION 4.16.  Limitation on the Sale or Issuance of Capital Stock
               of Restricted Subsidiaries.

            The Company shall not sell or otherwise dispose of any shares of
Capital Stock of a Restricted Subsidiary, and shall not permit any Restricted
Subsidiary, directly or indirectly, to issue, sell or otherwise dispose of any
shares of its Capital Stock except:

            (1) to the Company or a Restricted Subsidiary;

            (2) directors' qualifying shares;

            (3) in accordance with Section 4.10 so long as immediately after
      giving effect to such issuance, sale or other disposition, the Company
      directly or indirectly retains at least 51% of the Capital Stock of such
      Restricted Subsidiary; or

            (4) if, immediately after giving effect to such issuance, sale or
      other disposition, such Restricted Subsidiary would no longer constitute a
      Restricted Subsidiary and any Investment in such Person remaining after
      giving effect thereto would have been permitted to be made under Section
      4.07 if made on the date of such issuance, sale or other disposition.

SECTION 4.17. LIMITATION ON SALE/LEASEBACK TRANSACTIONS.

            The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, enter into any Sale/Leaseback Transaction
with respect to any property unless:

            (1) the Company or such Subsidiary would be entitled to (A) Incur
      Indebtedness in an amount equal to the Attributable Debt with respect to
      such Sale/Leaseback Transaction pursuant to Section 4.09 and (B) create a
      Lien on such property securing such Attributable Debt without equally and
      ratably securing the Notes pursuant to Section 4.12;


                                      -72-
<PAGE>

            (2) the net proceeds received by the Company or any Restricted
      Subsidiary in connection with such Sale/Leaseback Transaction are at least
      equal to the fair market value (as determined in good faith by the Board
      of Directors) of such property; and

            (3) the Company applies the proceeds of such transaction in
      compliance with Section 4.10.

SECTION 4.18. LIMITATION ON ISSUANCES OF GUARANTEES BY RESTRICTED SUBSIDIARIES.

            The Company shall not cause or permit any Restricted Subsidiary,
directly or indirectly, to Guarantee any Indebtedness of the Company other than
Indebtedness under any Credit Agreement Incurred in compliance with clause (2)
or clause (13) of the definition of Permitted Indebtedness ("GUARANTEED
INDEBTEDNESS"), unless such Restricted Subsidiary simultaneously executes and
delivers a supplemental indenture to this Indenture pursuant to which such
Restricted Subsidiary Guarantees (a "SUBSIDIARY GUARANTEE") all of the Company's
obligations under the Notes and this Indenture. If the Guaranteed Indebtedness
is (A) PARI passu with the Notes, then the Guarantee of such Guaranteed
Indebtedness shall be PARI PASSU with, or subordinated to, the Subsidiary
Guarantee or (B) subordinated to the Notes, then the Guarantee of such
Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at
least to the extent that the Guaranteed Indebtedness is subordinated to the
Notes.

            Any Subsidiary Guarantee by a Restricted Subsidiary shall provide by
its terms that it shall be automatically and unconditionally released and
discharged upon (i) any sale, exchange or transfer, to any Person not an
Affiliate of the Company, of all of the Capital Stock of the Company or any
Restricted Subsidiary in, or all or substantially all the assets of, such
Restricted Subsidiary (which sale, exchange or transfer is made in accordance
with the Indenture) or (ii) the release or discharge of the guarantee which
resulted in the creation of such Subsidiary Guarantee, except a discharge or
release by or as a result of payment under such Guarantee.


                                    ARTICLE 5

                                   SUCCESSORS


SECTION 5.01. MERGER, CONSOLIDATION OR SALE OF ASSETS.

            The Company shall not consolidate with or merge with or into any
other Person, and the Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, sell, or convey, transfer or lease, in
one transaction or a series of transactions, all or substantially all of the
assets of the Company and the Restricted Subsidiaries, taken as a whole, to any
Person, unless:


                                      -73-
<PAGE>

            (1) (x) the Company shall be the surviving Person or the resulting,
      surviving or transferee Person (the "SUCCESSOR COMPANY") shall be a Person
      organized and existing under the laws of the United States of America, any
      State thereof or the District of Columbia and (y) the Successor Company
      (if not the Company) shall expressly assume, by an indenture supplemental
      thereto, executed and delivered to the Trustee, in form satisfactory to
      the Trustee, all the obligations of the Company under the Notes, the
      Indenture and the Registration Rights Agreement;

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

            (3) immediately after giving effect to such transaction, either (a)
      the Successor Company would be able to Incur an additional $1.00 of
      Indebtedness pursuant to the Leverage Ratio Exception, or (b) the
      Successor Company has a Consolidated Leverage Ratio that is no higher than
      that of the Company immediately prior to giving effect to such
      transaction; and

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

            For purposes of the foregoing, the transfer (by lease, assignment,
sale or otherwise, in a single transaction or series of transactions) of all or
substantially all of the properties or assets of one or more Restricted
Subsidiaries of the Company the Capital Stock of which constitutes all or
substantially all of the properties and assets of the Company, shall be deemed
to be the transfer of all or substantially all of the properties and assets of
the Company. However, transfer of assets between or among the Company and its
Restricted Subsidiaries will not be subject to the foregoing covenants.

SECTION 5.02. SUCCESSOR CORPORATION SUBSTITUTED.

            Upon any consolidation, merger, or any sale, conveyance, transfer or
lease of all or substantially all of the assets of the Company in accordance
with Section 5.01 in which the Company is not the continuing corporation, the
Successor Company formed by such consolidation or into which the Company is
merged or to which such consolidation, merger, sale conveyance, transfer or
lease is made shall succeed to, and be substituted for, and may exercise every
right and power of the Company under this Indenture, but the predecessor Company
in the case of a conveyance, transfer or lease shall not be released from the
obligation to pay the principal of and interest on the Notes.


                                      -74-
<PAGE>

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES


SECTION 6.01. EVENTS OF DEFAULT.

            An "EVENT OF DEFAULT" shall mean any of the following events:

            (a) the failure to pay interest on any Note when the same becomes
      due if the default continues for a period of 30 days;

            (b) the failure to pay the principal on any Notes when the same
      becomes due, at its Stated Maturity, upon optional redemption, upon
      required repurchase, upon acceleration or otherwise;

            (c) the failure by the Company to comply with its obligations under
      Article 5 or to comply with any of its obligations to make or consummate
      an offer to purchase the Notes as described in Section 4.10 or 4.15;

            (d) a default in the observance or performance of any other covenant
      or agreement contained herein if the default continues for a period of 60
      days after the Company receives written notice specifying the default (and
      demanding that such default be remedied) from the Trustee or the Holders
      of at least 25% of the then outstanding principal amount of the Notes;

            (e) the failure to pay at final maturity (giving effect to any
      applicable grace periods and any extensions thereof) the principal amount
      of any Indebtedness of the Company or any Restricted Subsidiary of the
      Company, or the acceleration of the final maturity of any such
      Indebtedness, if the aggregate principal amount of such Indebtedness,
      together with the principal amount of any other such Indebtedness in
      default for failure to pay principal at final maturity or which has been
      accelerated, aggregates $10.0 million or more at any time;

            (f) any final, non-appealable judgment or decree for the payment of
      money in excess of $10.0 million is entered against the Company or any
      Restricted Subsidiary, remains outstanding for a period of 60 days
      following such judgment and is not discharged, paid, waived or stayed;

            (g) the Company or any of its Restricted Subsidiaries pursuant to or
      within the meaning of Bankruptcy Law:

                 (i) commences a voluntary case,


                                      -75-
<PAGE>

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

               (iii) consents to the appointment of a custodian of it or for all
            or substantially all of its property, or

                (iv) makes a general assignment for the benefit of its
            creditors, or

            (h) a court of competent jurisdiction enters an order or decree
      under any Bankruptcy Law that:

                  (i)   is for relief against the Company or any of its
            Restricted Subsidiaries;

                 (ii) appoints a custodian of the Company or any of its
            Restricted Subsidiaries or for all or substantially all of the
            property of the Company or any of its Restricted Subsidiaries; or

                (iii) orders the liquidation of the Company or any of its
            Restricted Subsidiaries;

      and the order or decree remains unstayed and in effect for 60
consecutive days.

      Notwithstanding the foregoing, a default under clause (d) or (f) will not
constitute an Event of Default until the Trustee or the Holders of at least 25%
of the then outstanding principal amount of the Notes notify the Company of the
default and the Company does not cure such default within the time specified
after receipt of such notice.

SECTION 6.02. ACCELERATION.

            (a) If any Event of Default (other than an Event of Default
specified in clause (g) or (h) of Section 6.01 with respect to the Company)
occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes may declare the principal of and
accrued but unpaid interest on all the Notes to be due and payable immediately
by notice in writing to the Company and the Trustee specifying the applicable
Event of Default and that it is a "notice of acceleration" (the "ACCELERATION
NOTICE"). Upon such a declaration, such principal and interest shall become
immediately due and payable. If an Event of Default specified in clause (g) or
(h) of Section 6.01 with respect to the Company occurs and is continuing, then
all unpaid principal of, and premium, if any, and accrued and unpaid interest on
all the outstanding Notes shall IPSO FACTO become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder.


                                      -76-
<PAGE>

            (b) At any time after a declaration of acceleration with respect to
the Notes as described in paragraph (a) above, the Holders of a majority in
principal amount of the then outstanding Notes may rescind and cancel such
declaration and its consequences (i) if the rescission would not conflict with
any judgment or decree, (ii) if all existing Events of Default have been cured
or waived except nonpayment of principal or interest that has become due solely
because of the acceleration, (iii) to the extent the payment of such interest is
lawful, interest on overdue installments of interest and overdue principal,
which has become due otherwise than by such declaration of acceleration, has
been paid, (iv) if the Company has paid the Trustee its reasonable compensation
and reimbursed the Trustee for its expenses, disbursements and advances; and (v)
in the event of the cure or waiver of an Event of Default of the type described
in clause (g) or (h) of Section 6.01, the Trustee shall have received an
Officers' Certificate and an Opinion of Counsel that such Event of Default has
been cured or waived. 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, premium, if
any, and interest and Additional Interest, if any, on the Notes or to enforce
the performance of any provision of the Notes or this Indenture.

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

SECTION 6.04. WAIVER OF PAST DEFAULTS.

            Subject to Sections 2.09, 6.07 and 9.02, Holders of not less than a
majority in aggregate principal amount of the then outstanding Notes by notice
to the Trustee may on behalf of the Holders of all of the Notes waive an
existing Default or Event of Default and its consequences hereunder, except a
continuing Default or Event of Default in the payment of the principal of,
premium and Additional Interest, if any, or interest on, the Notes (including in
connection with an offer to purchase) or a Default or Event of Default in
respect of any term or provision of this Indenture that may not be amended or
modified without the consent of each Holder affected as provided in Section 9.02
(PROVIDED, HOWEVER, that the Holders of a majority in aggregate principal amount
of the then outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration).
Upon any such waiver, such Default shall cease to exist, and any Event of
De-


                                      -77-
<PAGE>

fault arising therefrom shall be deemed to have been cured for every purpose of
this Indenture; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.

SECTION 6.05. CONTROL BY MAJORITY.

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

            In the event the Trustee takes any action or follows any direction
pursuant to this Indenture, the Trustee shall be entitled to indemnification
from the Company satisfactory to it in its reasonable discretion against any
fees, loss, liability, cost or expense caused by taking such action or following
such direction.

SECTION 6.06. LIMITATION ON SUITS.

            The Holders of a majority in principal amount of outstanding Notes
may pursue any remedy with respect to this Indenture or the Notes unless:

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

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

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

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

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

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


                                      -78-
<PAGE>

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

            Notwithstanding any other provision of this Indenture, the right of
any Holder of a Note to receive payment of principal, premium and Additional
Interest, if any, and interest on the Note, on or after the respective due dates
expressed in the Note (including in connection with an offer to purchase), or to
bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.

SECTION 6.08. COLLECTION SUIT BY TRUSTEE.

            If an Event of Default specified in Section 6.01(a), (b) or (c)
occurs and is continuing, the Trustee is authorized to recover judgment in its
own name and as trustee of an express trust against the Company for the whole
amount of principal amount of, premium and Additional Interest, if any, and
interest remaining unpaid on the Notes and interest on overdue principal and, to
the extent lawful, interest and such further amount as shall be sufficient to
cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel and any amounts due the Trustee under Section 7.07.

SECTION 6.09. TRUSTEE MAY FILE PROOFS OF CLAIM.

            The Trustee is authorized to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07. To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07 hereof out of the estate in any such
proceeding, shall be denied for any reason, payment of the same shall be secured
by a Lien on, and shall be paid out of, any and all distributions, dividends,
money, securities and other properties that the Holders may be entitled to
receive in such proceeding whether in liquidation or under any plan of
reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition


                                      -79-
<PAGE>

affecting the Notes or the rights of any Holder, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

SECTION 6.10. PRIORITIES.

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

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

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

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

            The Trustee may fix a record date and payment date for any payment
to Holders of Notes pursuant to this Section 6.10; PROVIDED, HOWEVER, that the
failure to give any such notice shall not affect the establishment of such
record date or payment date or any payment to Holders pursuant to this Section
6.10.

SECTION 6.11. UNDERTAKING FOR COSTS.

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

SECTION 6.12. RESTORATION OF RIGHTS AND REMEDIES.

            If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every case, subject to any
determination in such proceeding, the Company, the Trustee and the


                                      -80-
<PAGE>

Holders shall be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding had been instituted.


                                    ARTICLE 7

                                     TRUSTEE


SECTION 7.01. DUTIES OF TRUSTEE.

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

            (b) Except during the continuance of an Event of Default actually
known to a Responsible Officer of the Trustee:

            (i) the duties of the Trustee shall be determined solely by the
      express provisions of this Indenture and the Trustee need perform only
      those duties that are specifically set forth in this Indenture and no
      others, and no implied covenants or obligations shall be read into this
      Indenture against the Trustee; and

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

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

            (i)   this paragraph does not limit the effect of paragraph
      (b) of this Section 7.01;

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


                                      -81-
<PAGE>

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

            (d) Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), (c), (e) and (f) of this Section 7.01.

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

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

SECTION 7.02. RIGHTS OF TRUSTEE.

            (a) The Trustee may conclusively rely upon any document believed by
it to be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

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

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

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

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


                                      -82-
<PAGE>

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

            (g) Except with respect to Section 4.01, the Trustee shall not have
any duty as to inquire as to the performance by the Company of its covenants or
obligations under this Indenture. The Trustee shall not be deemed to have notice
or any knowledge of any matter (including without limitation defaults or events
of default) unless a Responsible Officer assigned to and working in the
Trustee's Corporate Trust Administration has actual knowledge thereof or unless
written notice thereof is received by the Trustee, attention: Corporate Trust
Administration and such notice references the Notes generally, the Company or
this Indenture.

SECTION 7.03. INDIVIDUAL RIGHTS OF TRUSTEE.

            The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest (as defined in the TIA) it must eliminate such conflict within 90 days,
apply to the SEC for permission to continue as trustee or resign. Any Agent may
do the same with like rights and duties. The Trustee is also subject to Sections
7.10 and 7.11.

SECTION 7.04. TRUSTEE'S DISCLAIMER.

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

SECTION 7.05. NOTICE OF DEFAULTS.

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


                                      -83-
<PAGE>

            (b) If a Default or Event of Default occurs and is continuing and if
it is known to the Trustee, the Trustee shall mail to Holders of Notes a notice
of the Default or Event of Default within 90 days after it occurs. Except in the
case of a Default or Event of Default in payment of principal of, premium, if
any, or interest on any Note, the Trustee may withhold the notice if and so long
as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of the Holders of the Notes.

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

            Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, and for so long as Notes remain outstanding, the
Trustee shall mail to the Holders of the Notes a brief report dated as of such
reporting date that complies with TIA ss. 313(a) (but if no event described in
TIA ss. 313(a) has occurred within the twelve months preceding the reporting
date, no report need be transmitted). The Trustee also shall comply with TIA ss.
313(b)(2). The Trustee shall transmit by mail all reports as required by TIA ss.
313(c).

            A copy of each report at the time of its mailing to the Holders of
Notes shall be mailed to the Company and filed with the SEC and each stock
exchange on which the Notes are listed in accordance with TIA ss. 313(d). The
Company shall promptly notify the Trustee when the Notes are listed on any stock
exchange.

SECTION 7.07. COMPENSATION AND INDEMNITY.

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

            The Company shall indemnify the Trustee, its directors, officers and
employees and each predecessor Trustee for, and hold each of them harmless
against, any and all losses, liabilities or expenses incurred by it arising out
of or in connection with the acceptance or administration of the trust and its
duties under this Indenture, including the costs and expenses (including
reasonable attorneys' fees) of enforcing this Indenture against the Company
(including this Section 7.07) and defending itself against any claim (whether
asserted by the Company or any Holder or any other person) or liability in
connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent any such loss, liability or expense may be
attributable to its negligence or bad faith. The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity. Failure by the
Trustee


                                      -84-
<PAGE>

to so notify the Company shall not relieve the Company of its obligations
hereunder. The Company shall defend the claim and the Trustee shall cooperate in
the defense. The Trustee may have separate counsel and the Company shall pay the
reasonable fees and expenses of such counsel. The Company need not pay for any
settlement made without its consent, which consent shall not be unreasonably
withheld.

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

            To secure the Company's payment obligations in this Section 7.07,
the Trustee shall have a Lien prior to the Notes on all money or property held
or collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such Lien shall survive the satisfaction and
discharge of this Indenture.

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

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

SECTION 7.08. REPLACEMENT OF TRUSTEE.

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

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

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

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

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

            (d) the Trustee becomes incapable of acting.


                                      -85-
<PAGE>

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

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

            If the Trustee, after written request by any Holder, fails to comply
with Section 7.10, any Holder of a Note may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.

            A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders of the Notes. The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee; PROVIDED that all
sums owing to the Trustee hereunder have been paid and subject to the Lien
provided for in Section 7.07. Notwithstanding replacement of the Trustee
pursuant to this Section 7.08, the Company's obligations under Section 7.07
shall continue for the benefit of the retiring Trustee.

SECTION 7.09. SUCCESSOR TRUSTEE BY MERGER, ETC.

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

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


                                      -86-
<PAGE>

SECTION 7.10. ELIGIBILITY; DISQUALIFICATION.

            There shall at all times be a Trustee hereunder that is a
corporation organized and doing business under the laws of the United States of
America or of any state thereof that is authorized under such laws to exercise
corporate trustee power, that is subject to supervision or examination by
federal or state authorities and that has a combined capital and surplus of at
least $50.0 million as set forth in its most recent published annual report of
condition.

            This Indenture shall always have a Trustee who satisfies the
requirements of TIA ss. 310(a)(1), (2) and (5). The Trustee is subject to TIA
ss. 310(b). If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section 7.10, the Trustee shall resign immediately
in the manner and with the effect specified in this Article 7.

SECTION 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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


                                    ARTICLE 8

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE


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

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

SECTION 8.02. LEGAL DEFEASANCE AND DISCHARGE.

            Upon the Company's exercise under Section 8.01 of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04, be deemed to have been discharged
from all its obligations (other than as set forth below) with respect to all
outstanding Notes and with respect to this Indenture on and after the date the
conditions set forth in Section 8.04 are satisfied (hereinafter, "LEGAL
DEFEASANCE"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be "outstanding" only for
the purposes of Section 8.05 and the other Sections of this Indenture referred
to in clauses (a) through (d) below, and to have sati-


                                      -87-
<PAGE>

sfied all its other obligations under such Notes and this Indenture (and the
Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following provisions which
shall survive until otherwise terminated or discharged hereunder:

            (a) the rights of Holders of outstanding Notes to receive solely
      from the trust fund described in Section 8.05, and as more fully set forth
      in such Section, payments in respect of the principal amount of, premium,
      if any, and interest on such Notes when such payments are due,

            (b) the Company's obligations with respect to such Notes under
      Article 2 and Section 4.02,

            (c) the rights, powers, trusts, duties and immunities of the Trustee
      hereunder and the Company's obligations in connection therewith, and

            (d) this Article 8.

Subject to compliance with this Article 8, the Company may exercise its option
under this Section 8.02 notwithstanding the prior exercise of its option under
Section 8.03.

SECTION 8.03. COVENANT DEFEASANCE.

            Upon the Company's exercise under Section 8.01 of the option
applicable to this Section 8.03, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04, be released from its obligations
under the covenants contained in Sections 4.03, 4.07 through 4.13, 4.15, 4.16,
4.17 and 4.18 with respect to the outstanding Notes on and after the date the
conditions set forth in Section 8.04 are satisfied (hereinafter, "COVENANT
DEFEASANCE"), and the Notes shall thereafter be deemed not "outstanding" for the
purposes of any direction, waiver, consent or declaration or act of Holders (and
the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section 6.01,
but, except as specified above, the remainder of this Indenture and such Notes
shall be unaffected thereby. In addition, upon the Company's exercise under
Section 8.01 of the option applicable to this Section 8.03 and subject to the
satisfaction of the conditions set forth in Section 8.04, the failure to comply
with the terms of Sections 6.01(e),


                                      -88-
<PAGE>

6.01(f), 6.01(g) (with respect to any Significant Subsidiary only) and 6.01(h)
(with respect to any Significant Subsidiary only) and clauses (3) and (4) of
Section 5.01 shall not constitute an Event of Default.

SECTION 8.04. CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

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

            (a) the Company shall have irrevocably deposited with the Trustee,
      in trust, for the benefit of the Holders, cash in United States dollars,
      non-callable U.S. Government Obligations, or a combination thereof, in
      such amounts as will be sufficient without consideration of any
      reinvestment, in the opinion of a nationally recognized firm of
      independent public accountants, to pay the principal amount of, premium
      and Additional Interest, if any, and interest on the outstanding Notes on
      the stated date for payment thereof or on the applicable redemption date,
      as the case may be, in each case in accordance with the terms of this
      Indenture and the Notes;

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

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

            (d) no Default or Event of Default shall have occurred and be
      continuing on the date of such deposit (other than a Default or Event of
      Default resulting from the incurrence of Indebtedness all or a portion of
      the proceeds of which will be used to defease the Notes pursuant to this
      Article 8 concurrently with such incurrence and the


                                      -89-
<PAGE>

      grant of a Lien to secure such Indebtedness) or with respect to Sections
      6.01(g) and 6.01(h), at any time in the period ending on the 91st day
      after the date of deposit;

            (e) such Legal Defeasance or Covenant Defeasance shall not result in
      a breach or violation of, or constitute a default under this Indenture
      (other than a Default or an Event of Default resulting from the borrowing
      of funds to be applied to such deposit and the grant of any Lien securing
      such borrowing) or any other material agreement or instrument to which the
      Company or any of its Subsidiaries is a party or by which the Company or
      any of its Subsidiaries is bound;

            (f) the Company shall have delivered to the Trustee an Opinion of
      Counsel (which may be subject to customary exceptions) to the effect that
      after the 90th day following the deposit, the trust funds will not be
      subject to the effect of any applicable bankruptcy, insolvency,
      reorganization or similar laws affecting creditors' rights generally;

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

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

            (i) the Company shall have paid or duly provided for payment of all
      amounts then due to the Trustee pursuant to Section 7.07.

SECTION 8.05. Deposited Money and U.S. Government Obligations to be Held in
              Trust; Other Miscellaneous Provisions.

            Subject to Section 8.06, all money and non-callable U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee pursuant
to Section 8.04 in respect of the outstanding Notes shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Notes and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as Paying Agent) as the Trustee may determine, to
the Holders of such Notes of all sums due and to become due thereon in respect
of principal amount, premium, if any, and interest, but such money need not be
segregated from other funds except to the extent required by law.


                                      -90-
<PAGE>

            The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the cash or non-callable U.S.
Government Obligations deposited pursuant to Section 8.04 or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

            Anything in this Article 8 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the request
of the Company any money or non-callable U.S. Government Obligations held by it
as provided in Section 8.04 which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.04(a)), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

SECTION 8.06. SATISFACTION AND DISCHARGE.

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

            (1) either:

            (a) all the Notes theretofore authenticated and delivered (except
      lost, stolen or destroyed Notes which have been replaced or paid and Notes
      for whose payment money has theretofore been deposited in trust or
      segregated and held in trust by the Company and thereafter repaid to the
      Company or discharged from such trust) have been delivered to the Trustee
      for cancellation or

            (b) all Notes not theretofore delivered to the Trustee for
      cancellation (x) have become due and payable, (y) will become due and
      payable within six months, or (z) have been called for redemption, and the
      Company has irrevocably deposited or caused to be deposited with the
      Trustee funds in an amount sufficient to pay and discharge the entire
      Indebtedness on the Notes not theretofore delivered to the Trustee for
      cancellation, for principal of, premium, if any, and interest on the Notes
      to the date of deposit together with irrevocable instructions from the
      Company directing the Trustee to apply such funds to the payment thereof
      at maturity or redemption, as the case may be; and

            (2) the Company has paid all other sums payable under this Indenture
      by it.

            The Trustee will acknowledge the satisfaction and discharge of this
Indenture if the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Coun-


                                      -91-
<PAGE>

sel stating that all conditions precedent under this Indenture relating to the
satisfaction and discharge of this Indenture have been met.

SECTION 8.07. REPAYMENT TO COMPANY.

            Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal, premium, if any,
or interest on any Note and remaining unclaimed for two years after such
principal and premium, if any, or interest has become due and payable shall be
paid to the Company on its request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Note shall thereafter, as a
secured creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease;
PROVIDED, HOWEVER, that the Trustee or such Paying Agent, before being required
to make any such repayment, may at the expense of the Company cause to be
published once, in the New York Times and The Wall Street Journal (national
edition), notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining
will be repaid to the Company.

SECTION 8.08. REINSTATEMENT.

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

SECTION 8.09. SURVIVAL.

            The Trustee's rights under this Article 8 shall survive termination
of this Indenture.


                                      -92-
<PAGE>

                                    ARTICLE 9

                        AMENDMENT, SUPPLEMENT AND WAIVER


SECTION 9.01. WITHOUT CONSENT OF HOLDERS OF NOTES.

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

            (a) to cure any ambiguity, omission, defect or inconsistency;

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

            (c) to provide for the assumption of the Company's obligations under
      this Indenture to the Holders of the Notes by a successor Person to the
      Company pursuant to Article 5;

            (d) to make any change that would provide any additional rights or
      benefits to the Holders of the Notes or that does not adversely affect the
      legal rights hereunder of any Holder of the Note or to surrender any right
      or power conferred upon the Company hereby;

            (e) to comply with requirements of the SEC in order to effect or
      maintain the qualification of this Indenture under the TIA;

            (f) to provide for the issuance of Notes issued after the Issue Date
      in accordance with the limitations set forth in this Indenture;

            (g) to add guarantees with respect to the Notes;

            (h) to secure the Notes;

            (i) to evidence and provide for the acceptance or appointment under
      this Indenture of a successor Trustee; or

            (j) to add to the covenants of the Company for the benefit of the
      Holders of the Notes or to surrender any right or power conferred upon the
      Company.


                                      -93-
<PAGE>

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

SECTION 9.02. WITH CONSENT OF HOLDERS OF NOTES.

            Except as provided in this Section 9.02, this Indenture (including
Sections 3.09, 4.10 and 4.15) and the Notes may be amended or supplemented with
the consent of the Holders of at least a majority in principal amount of the
Notes then outstanding voting as a single class (including consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the
Notes), and, subject to Sections 6.04 and 6.07, any existing Default or Event of
Default (other than a Default or Event of Default in the payment of the
principal of, premium, if any, or interest on the Notes, except a payment
default resulting from an acceleration that has been rescinded) or compliance
with any provision of this Indenture or the Notes may be waived with the consent
of the Holders of a majority in aggregate principal amount of the then
outstanding Notes voting as a single class (including consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the
Notes). Section 2.08 shall determine which Notes are considered to be
"outstanding" for purposes of this Section 9.02.

            Upon the request of the Company accompanied by a Board Resolution
authorizing the execution of any such amended or supplemental Indenture, and
upon the filing with the Trustee of evidence satisfactory to the Trustee of the
consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of
the documents described in Sections 7.02 and 9.06, the Trustee shall join with
the Company in the execution of such amended or supplemental Indenture unless
such amended or supplemental Indenture affects the Trustee's own rights, duties
or immunities under this Indenture or otherwise, in which case the Trustee may
in its discretion, but shall not be obligated to, enter into such amended or
supplemental Indenture.

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

            After any amendment, supplement or waiver under this Article 9
becomes effective, the Company shall mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such no-


                                      -94-
<PAGE>

tice, or any defect therein, shall not, however, in any way impair or affect the
validity of any such amended or supplemental Indenture or waiver.
Notwithstanding any other provisions of this Section 9.02, without the consent
of each Holder affected, an amendment or waiver under this Section 9.02 may not:

            (a) reduce the principal amount of Notes whose Holders must consent
      to an amendment, supplement or waiver;

            (b) reduce the rate of or change or have the effect of changing the
      time for payment of interest, including default interest, on any Note;

            (c) reduce the principal of or change the Stated Maturity of any
      Note;

            (d) reduce the amount payable upon the redemption or purchase by the
      Company of any Note or change the time at which any Note may be redeemed
      or purchased by the Company;

            (e) make any Note payable in money other than that stated in the
      Note;

            (f) impair the rights of any Holder of Notes to receive payment of
      principal of and interest on the Notes on or after the due dates therefor
      or to institute suit for the enforcement of any payment on or with respect
      to such Holder's Notes;

            (g) waive a Default or Event of Default in the payment of principal
      of or premium, if any, or interest on the Notes (except that Holders of at
      least a majority in aggregate principal amount of the then outstanding
      Notes may (x) rescind an acceleration of the Notes that resulted from a
      non-payment default and (y) waive the payment default that resulted from
      such acceleration);

            (h) waive a redemption payment with respect to any Note, other than
      a payment required by Section 3.09 or 4.10;

            (i) after the Company's obligation to purchase Notes arises
      thereunder, amend, change or modify in any material respect the obligation
      of the Company to make and consummate a Change of Control Offer in the
      event of a Change of Control or modify any of the provisions or
      definitions with respect thereto after a Change of Control has occurred;

            (j) make any change in the amendment provisions which require each
      Holder's consent or in the waiver provisions (except to increase any
      percentage set forth therein); or


                                      -95-
<PAGE>

            (k) modify or change any provision of this Indenture or the related
      definitions affecting the ranking of the Notes.

SECTION 9.03. COMPLIANCE WITH TRUST INDENTURE ACT.

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

SECTION 9.04. REVOCATION AND EFFECT OF CONSENTS.

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

SECTION 9.05. NOTATION ON OR EXCHANGE OF NOTES.

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

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

SECTION 9.06. TRUSTEE TO SIGN AMENDMENTS, ETC.

            The Trustee shall sign any amended or supplemental Indenture
authorized pursuant to this Article 9 if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
The Company may not sign an amendment or supplemental Indenture until the Board
of Directors approves it. In executing any amended or supplemental indenture,
the Trustee shall be entitled to receive and (subject to Section 7.01) shall be
fully protected in relying upon, in addition to the documents required by
Section 10.04, an Officer's Certificate and an Opinion of Counsel stating that
the execution of such amended or supplemental indenture is authorized or
permitted by this Indenture.


                                      -96-
<PAGE>

                                   ARTICLE 10

                                  MISCELLANEOUS


SECTION 10.01. TRUST INDENTURE ACT CONTROLS.

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

SECTION 10.02. NOTICES.

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

            If to the Company:

            PF.Net Communications, Inc.
            1625 B Street
            Washougal, WA  98671
            Facsimile No.:  (360) 835-8050
            Attention:  David L. Taylor

            with copies to:

            Latham & Watkins
            885 Third Avenue, Suite 1000
            New York, New York  10022
            Facsimile No.:  (212) 751-4864
            Attention:  Kirk A. Davenport

            If to the Trustee:

            United States Trust Company of New York
            114 West 47th Street
            New York, NY  10036
            Facsimile No.:  (212) 852-1626
            Attention:  Corporate Trust Administration


                                      -97-
<PAGE>

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

            All notices and communications (other than those sent to Holders)
shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the
next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

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

            If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it, except for a notice to the Trustee, which is deemed given only when
received.

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

SECTION 10.03. COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.

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

SECTION 10.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

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

            (a) an Officers' Certificate in form and substance reasonably
      satisfactory to the Trustee (which shall include the statements set forth
      in Section 10.05 hereof) stating that, in the opinion of the signers, all
      conditions precedent and covenants, if any, provided for in this Indenture
      relating to the proposed action have been satisfied; and

            (b) an Opinion of Counsel in form and substance reasonably
      satisfactory to the Trustee (which shall include the statements set forth
      in Section 10.05 hereof) stating that, in the opinion of such counsel, all
      such conditions precedent and covenants have been satisfied.


                                      -98-
<PAGE>

SECTION 10.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

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

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

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

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

            (d) a statement as to whether, in the opinion of such Person, such
      condition or covenant has been satisfied.

SECTION 10.06. RULES BY TRUSTEE AND AGENTS.

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

SECTION 10.07. No Personal Liability of Directors, Officers, Employees and
               Stockholders.

            No past, present or future director, officer, employee, incorporator
or stockholder of the Company, as such, shall have any liability for any
obligations of the Company under the Notes, this Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation.
The Company and the Trustee (on behalf of the Holders) acknowledge that the
Notes are obligations of the Company only, without recourse to any of its
officers or directors or to holders of its Capital Stock or any of their
Affiliates other then the Company, and that, in the event of a substantive
consolidation, the Holders (or the Trustee on behalf of the Holders) will have
no creditor's claim on the business or assets of the Subsidiaries of the
Company. Each Holder by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the Notes.


                                      -99-
<PAGE>

SECTION 10.08. GOVERNING LAW.

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

SECTION 10.09. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

SECTION 10.10. SUCCESSORS.

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

SECTION 10.11. SEVERABILITY.

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

SECTION 10.12. COUNTERPART ORIGINALS.

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

SECTION 10.13. TABLE OF CONTENTS, HEADINGS, ETC.

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

                           [Signature Pages(s) Follow]


                                     -100-
<PAGE>

Dated as of May 10, 2000

                                    PF.NET COMMUNICATIONS, INC.


                                    By: /s/ David L. Taylor
                                       -------------------------------
                                       Name: David L. Taylor
                                       Title: Chief Financial Officer


                                    UNITED STATES TRUST COMPANY
                                       OF NEW YORK


                                    By: /s/ John Guiliano
                                       -------------------------------
                                       Name: John Guiliano
                                       Title: Vice President


                                       S-1
<PAGE>

                                                                       EXHIBIT A


                              [FORM OF GLOBAL NOTE]
                           PF.NET COMMUNICATIONS, INC.
                          13.75% SENIOR NOTES DUE 2010


No. 001                                                       CUSIP: 69333S AA 9
$225,000,000


            PF.NET COMMUNICATIONS, INC., a corporation incorporated under the
laws of the State of Delaware, promises to pay to CEDE & CO. or their registered
assigns, the principal sum of TWO HUNDRED TWENTY FIVE-MILLION Dollars on May 15,
2010.

      Interest Payment Dates: May 15 and November 15 (first payment
                              November 15, 2000).

      Record Dates: May 1 and November 1.

            Reference is made to the further provisions of this Note contained
herein, which will for all purposes have the same effect as if set forth at this
place.


                     [Remainder of Page Intentionally Blank]


                                      A-1
<PAGE>

            IN WITNESS WHEREOF, the Company has caused this Note to be signed by
its duly authorized officer.

                                    PF.NET COMMUNICATIONS, INC.


                                    By:
                                       ------------------------------
                                       Name:  David L. Taylor
                                       Title: Chief Financial Officer

This is the one of the Global Notes referred to in the within-mentioned
Indenture:


UNITED STATES TRUST COMPANY OF NEW YORK,
  as Trustee


By:                                             Dated: May 10, 2000
   --------------------------------------
   Name:
   Title: Authorized Signatory


                                      A-2
<PAGE>

                           PF.NET COMMUNICATIONS, INC.
                          13.75% Senior Notes due 2010

            Capitalized terms used herein shall have the meanings assigned to
them in the Indenture referred to below unless otherwise indicated.

            1. INTEREST. PF.Net Communications, Inc., a Delaware corporation
(the "COMPANY"), promises to pay interest on the principal amount of this Note
at 13.75% PER ANNUM from May 10, 2000 until maturity and shall pay the
Additional Interest payable pursuant to Section 4 of the Registration Rights
Agreement referred to below. The Company shall pay interest and Additional
Interest semi-annually on May 15 and November 15 of each year, or if any such
day is not a Business Day, on the next succeeding Business Day (each an
"INTEREST PAYMENT DATE"). Interest on the Notes will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the
date of issuance; PROVIDED that if there is no existing Default in the payment
of interest, and if this Note is authenticated between a record date referred to
on the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; PROVIDED, FURTHER, that
the first Interest Payment Date shall be November 15, 2000. The Company shall
pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal at a rate that is 1% per annum in excess of
the then applicable interest rate on the Notes; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Additional Interest (without regard to any
applicable grace periods) at the same rate to the extent lawful. Interest will
be computed on the basis of a 360-day year of twelve 30-day months.

            2. METHOD OF PAYMENT. The Company will pay interest on the Notes
(except defaulted interest) and Additional Interest to the Persons who are
registered Holders of Notes at the close of business on the May 1 and November 1
immediately preceding the applicable Interest Payment Date, even if such Notes
are canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. The Notes will be payable as to principal, premium and Additional
Interest, if any, and interest at the office or agency of the Company maintained
for such purpose within or without the City and State of New York, or, at the
option of the Company, payment of interest and Additional Interest may be made
by check mailed to the Holders at their addresses set forth in the register of
Holders, and provided that payment by wire transfer of immediately available
funds will be required with respect to principal of and interest, premium and
Additional Interest on, all Global Notes and all other Notes the Holders of
which shall have provided wire transfer instructions to the Company or the
Paying Agent. Such payment shall be in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts.


                                      A-3
<PAGE>

            3. PAYING AGENT AND REGISTRAR. Initially, United States Trust
Company of New York, the Trustee under the Indenture, will act as Paying Agent
and Registrar. The Company may change any Paying Agent or Registrar without
notice to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.

            4. INDENTURE. The Company issued the Notes under an Indenture dated
as of May 10, 2000 ("INDENTURE") between the Company and the Trustee. The terms
of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code ss.ss. 77aaa-77bbbb). The Notes are subject to all such terms, and Holders
are referred to the Indenture and such Act for a statement of such terms. To the
extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling. The
Notes are obligations of the Company.

            5. OPTIONAL REDEMPTION.

            (a) Except as set forth in subparagraph (b) of this paragraph 5, the
Notes shall not be redeemable at the option of the Company prior to May 15,
2005. Thereafter, the Notes shall be subject to redemption at any time at the
option of the Company, in whole or in part, upon not less than 30 nor more than
60 days' notice, at the following redemption prices (expressed as percentages of
principal amount) plus accrued and unpaid interest and Additional Interest
thereon, if any, to the applicable redemption 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 redeemed during the twelve-month period
beginning on May 15 of the years indicated below:

<TABLE>
<CAPTION>
                                                          Redemption
            Year                                            Price
            ----                                            -----
            <S>                                            <C>
            2005......................................     106.875%
            2006......................................     104.583%
            2007......................................     102.291%
            2008 and thereafter.......................     100.000%
</TABLE>

            (b) In addition, at any time and from time to time prior to May 15,
2003, the Company may redeem in the aggregate up to 35% of the aggregate
principal amount of Notes with the Net Cash Proceeds of one or more Qualified
Equity Offerings at a redemption price equal to 113.75% of the principal amount
of the Notes redeemed, plus accrued and unpaid interest and Additional Interest,
if any, to the redemption date, with the Net Cash Proceeds of one or more
Qualified Equity Offerings; PROVIDED that (1) not less than 65% of the aggregate
principal amount of Notes originally issued must remain outstanding immediately


                                      A-4
<PAGE>

after each such redemption (excluding Notes held by the Company and its
Subsidiaries); and (2) notice of such redemption must be given not later than 30
days after the related Qualified Equity Offering.

            6. MANDATORY REDEMPTION. The Company shall not be required to make
mandatory redemption payments with respect to the Notes.

            7. REPURCHASE AT OPTION OF HOLDER.

            (a) If a Change of Control occurs, each Holder will have the right
to require that the Company purchase all or a portion of such Holder's Notes
pursuant to the offer described in the Indenture (the "CHANGE OF CONTROL
OFFER"), at a purchase price in cash equal to 101% of the principal amount
thereof on the date of purchase, plus accrued interest, if any, to the date of
purchase (subject to the right of Holders of record on the relevant record date
to receive interest due on the relevant payment date). Within 60 days following
any Change of Control, the Company shall mail a notice to each Holder by
first-class mail, which notice shall govern the terms of the Change of Control
Offer. Such notice shall state, among other things, the purchase date, which
must be no earlier than 30 days nor later than 60 days from the date such notice
is mailed, other than as may be required by law (the "CHANGE OF CONTROL PAYMENT
DATE").

            (b) If the Company or a Restricted Subsidiary consummates any Asset
Sales, under certain circumstances the Company is required to commence an offer
to all Holders of Notes (a "NET PROCEEDS OFFER") and holders of other
Indebtedness that is PARI PASSU with the Notes containing provisions similar to
those contained in the Indenture with respect to offers to purchase or redeem
with the proceeds of such Asset Sales pursuant to Sections 3.09 and 4.10 of the
Indenture. The offer price for the Notes (the "NET PROCEEDS OFFER AMOUNT") will
be at a price equal to 100% of the principal amount thereof plus accrued and
unpaid interest and Additional Interest thereon, if any, to the date fixed for
the closing of such offer, in accordance with the procedures set forth in the
Indenture. To the extent that the aggregate amount of Notes tendered pursuant to
an Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company
(or such Subsidiary) may use such deficiency for any purpose not prohibited by
the Indenture. If the aggregate principal amount of Notes tendered pursuant to a
Net Proceeds Offer exceeds the amount of the Net Proceeds Offer Amount allocable
to the Notes, the Trustee shall select the Notes to be purchased on a PRO RATA
basis. Holders of Notes that are the subject of an offer to purchase will
receive a Net Proceeds Offer from the Company prior to any related purchase date
and may elect to have such Notes purchased by completing the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Notes.


                                      A-5
<PAGE>

            8. NOTICE OF REDEMPTION. Notice of redemption will be mailed at
least 30 days but not more than 60 days before a redemption date to each Holder
whose Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after a redemption date, interest ceases to accrue on Notes or portions thereof
called for redemption.

            9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and the Company may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

            10. PERSONS DEEMED OWNERS. The registered Holder of a Note shall be
treated as its owner for all purposes.

            11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount of the then outstanding
Notes, if any, voting as a single class (including consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the
Notes), and any existing default or compliance with any provisions of the
Indenture or the Notes may be waived with the consent of the Holders of a
majority in aggregate principal amount of the then outstanding Notes, if any,
voting as a single class. Without the consent of any Holder of a Note, the
Indenture or the Notes may be amended or supplemented, to cure any ambiguity,
omission, defect or inconsistency, to provide for uncertificated Notes in
addition to or in place of certificated Notes, to provide for the assumption of
the Company's obligations to Holders of the Notes in case of a merger or
consolidation, to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the legal
rights under the Indenture of any such Holder, to comply with the requirements
of the SEC in order to effect or maintain the qualification of the Indenture
under the Trust Indenture Act, to provide for the issuance of Notes issued after
the Issue Date in accordance with the limitations set forth in the Indenture, to
add guarantees with respect to the Notes, to secure the Notes, to add to the
covenants of the Company for the benefit of the Holders of the Notes or to
surrender any right or power conferred upon the Company or to appoint a
successor Trustee.


                                      A-6
<PAGE>

            12. DEFAULTS AND REMEDIES. Events of Default include in summary
herein: (i) the failure to pay interest on any Notes when the same becomes due
and payable if the default continues for a period of 30 days; (ii) the failure
to pay the principal on any Notes when the same becomes due and payable, at
stated maturity, upon redemption or otherwise (including the failure to make a
payment to purchase Notes tendered pursuant to a Change of Control Offer or a
Net Proceeds Offer on the date specified for such payment in the applicable
offer to purchase); (iii) a default in the observance or performance of any
other covenant or agreement contained in the Indenture if the default continues
for a period of 60 days after the Company receives written notice specifying the
default (and demanding that such default be remedied) from the Trustee or the
Holders of at least 25% of the then outstanding principal amount of the Notes;
(iv) the failure to pay at final maturity (giving effect to any applicable grace
periods and any extensions thereof) the principal amount of any Indebtedness of
the Company or any Restricted Subsidiary of the Company, or the acceleration of
the final maturity of any such Indebtedness, if the aggregate principal amount
of such Indebtedness, together with the principal amount of any other such
Indebtedness in default for failure to pay principal at final maturity or which
has been accelerated, aggregates $10.0 million or more at any time; (v) any
final, non-appealable judgment or decree for the payment of money in excess of
$10.0 million is entered against the Company or any of its Restricted
Subsidiaries and such judgments remain outstanding for a period of 60 days; and
(vi) certain events of bankruptcy affecting the Company or any of its Restricted
Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or
the Holders of at least 25% in principal amount of the then outstanding Notes
may declare all the Notes to be due and payable. Notwithstanding the foregoing,
in the case of an Event of Default arising from certain events of bankruptcy
with respect to the Company, all outstanding Notes will become due and payable
without further action or notice. Holders may not enforce the Indenture or the
Notes except as provided in the Indenture. Subject to certain limitations,
Holders of a majority in principal amount of the then outstanding Notes may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of the Notes notice of any continuing Default or Event of
Default (except a Default or Event of Default relating to the payment of
principal or interest) if it determines that withholding notice is in their
interest. The Holders of a majority in aggregate principal amount of the Notes
then outstanding by notice to the Trustee may on behalf of the Holders of all of
the Notes waive any existing Default or Event of Default and its consequences
under the Indenture except a continuing Default or Event of Default in the
payment of interest on, or the principal of, the Notes. The Company is required
to deliver to the Trustee annually a statement regarding compliance with the
Indenture, and the Company is required upon becoming aware of any Default or
Event of Default, to deliver to the Trustee a statement specifying such Default
or Event of Default.


                                      A-7
<PAGE>

            13. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or
any other capacity, may become the owner or pledgee of Notes and may otherwise
deal with the Company or its Affiliates, as if it were not the Trustee.

            14. NO RECOURSE AGAINST OTHERS. A director, officer, employee,
incorporator or stockholder or Affiliate, of the Company, as such, shall not
have any liability for any obligations of the Company under the Notes, or the
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. The Notes are obligations of the Company only,
without recourse to any of its officers or directors or to holders of its
capital stock or any of their Affiliates other than the Company, and that, in
the event of a substantive consolidation, the Holders (or the Trustee on behalf
of the Holders) will have no creditor's claim on the business or assets of the
Subsidiaries of the Company. Each Holder by accepting a Note waives and releases
all such liability. The waiver and release are part of the consideration for the
issuance of the Notes.

            15. AUTHENTICATION. This Note shall not be valid until authenticated
by the manual or facsimile signature of the Trustee or an authenticating agent.

            16. ABBREVIATIONS. Customary abbreviations may be used in the name
of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

            17. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Notes Registration
Rights Agreement dated as of May 10, 2000, among the Company and the parties
named on the signature pages thereof.

            18. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

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

            PF.Net Communications, Inc.


                                      A-8
<PAGE>

            1625 B Street
            Washougal, WA  98671
            Attention:  David L. Taylor


                                      A-9
<PAGE>

                                 ASSIGNMENT FORM


To  assign  this  Note,  fill in the  form  below:  (I) or (we)  assign  and
transfer this Note to


----------------------------------------------------------------------------
(Insert assignee's social security or tax I.D. no.)


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

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

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

----------------------------------------------------------------------------
(Print or type assignee's name, address and zip code)

and irrevocably appoint.____________________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.


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

Date: ___________
                                    Your Signature:_________________________

                                    (Sign  exactly  as your name  appears on
                                    the face of this Note)

                                    Tax Identification No:__________________


                                    SIGNATURE GUARANTEE:


                                    ---------------------------------------
                                    Signatures must be guaranteed by an
                                    "eligible guarantor institution" meeting the
                                    requirements of the Registrar, which
                                    requirements include membership or
                                    participation in the Security Transfer Agent
                                    Medallion Program ("STAMP") or such other
                                    "signature guarantee program" as may be
                                    determined by the Registrar in addition to,
                                    or in substitution for, STAMP, all in
                                    accor-


                                      A-10
<PAGE>

                                    dance with the Securities Exchange Act of
                                    1934, as amended.


                                      A-11
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE


            If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.15 of the Indenture, check the box below:

            |_| Section 4.10            |_| Section 4.15

            If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased: $________

Date:____________
                                    Your Signature:_________________________
                                    (Sign exactly as your name appears on
                                    the face of this Note)

                                    Tax Identification No:__________________


                                    SIGNATURE GUARANTEE:


                                    ________________________________________
                                    Signatures must be guaranteed by an
                                    "eligible guarantor institution" meeting the
                                    requirements of the Registrar, which
                                    requirements include membership or
                                    participation in the Security Transfer Agent
                                    Medallion Program ("STAMP") or such other
                                    "signature guarantee program" as may be
                                    determined by the Registrar in addition to,
                                    or in substitution for, STAMP, all in
                                    accordance with the Securities Exchange Act
                                    of 1934, as amended.


                                      A-12
<PAGE>

            THE SECURITY (OR ITS PREDECESSOR) EVIDENCED BY THIS CERTIFICATE WAS
ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF
THE U.S. SECURITIES ACT OF 1933, AND THE SECURITY EVIDENCED BY THIS CERTIFICATE
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
REGISTRATION OR AN APPLICABLE EXEMPTION FROM THE SECURITIES ACT. EACH PURCHASER
OF THE SECURITY EVIDENCED BY THIS CERTIFICATE (1) BY ITS ACQUISITION OF THE
SECURITY REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITIUTIONAL BUYER" (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND
IS ACQUIRING THE SECURITY EVIDENCED BY THIS CERTIFICATE IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, OR (C) IT
IS AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1),(2),(3) OR (7)
UNDER THE SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED INVESTOR") THAT IS
ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF AN
INSTITUTIONAL ACCREDITED INVESTOR AND (2) IS HEREBY NOTIFIED THAT THE SELLER MAY
BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF THE SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A OR ANOTHER EXEMPTION UNDER THE SECURITIES
ACT. THE HOLDER OF THE SECURITY EVIDENCED BY THIS CERTIFICATE AGREES FOR THE
BENEFIT OF THE ISSUER THAT (X) THIS SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (1)(A) TO A PERSON WHO THE SELLER REASONABLY BELEIVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
IN A TRANSACTION MEETING THE REQUIREMENTS OR RULE 144A, (B) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, (C)
OUTSIDE THE UNITED STATES TO A PERSON THAT IS NOT A U.S. PERSON (AS DEFINED IN
RULE 902 UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
REGULATION S UNDER THE SECURITIES ACT, (D) TO AN INSTITUTIONAL ACCREDITED
INVESTOR THAT IS PURCHASING AT LEAST $100,000 OF UNITS, NOTES OR WARRANTS FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF AN INSTITUTIONAL ACCREDITED INVESTOR (AND
BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY
OR ANY OF ITS SUBSIDIARIES OR (3) UNDER AN EFFECTIVE REGISTRATION STATEMENT AND,
IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (Y) THE HOLDER WILL,
AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE
SECURITY EVIDENCED BY THIS CERTIFICATE OF THE RESALE RESTRICTIONS DESCRIBED IN
(X) ABOVE. IN CONNECTION WITH ANY TRANSFER OF THIS SE-


                                      A-13
<PAGE>

CURITY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, IF THE
PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH
TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL
OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY BE REASONABLY REQUIRED TO
CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

            THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY
BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY
BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE
INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE
MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF
THE COMPANY.


                                      A-14
<PAGE>

                                                                       EXHIBIT B

                        [FORM OF CERTIFICATE OF TRANSFER]

PF. Net Communications, Inc.
1625 B Street
Washougal, WA  98671

United States Trust Company of New York
114 West 47th Street
New York, NY  10036
Attention:  Corporate Trust Department

            Re: 13.75% SENIOR NOTES DUE 2010
                ----------------------------

            Reference is hereby made to the Indenture, dated as of May 10, 2000
(the "INDENTURE"), between PF. Net Communications, Inc., as issuer (the
"COMPANY"), and United States Trust Company of New York, as trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the
Indenture.

            ______________ (the "TRANSFEROR") owns and proposes to transfer the
Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "TRANSFER"),
to __________ (the "TRANSFEREE"), as further specified in Annex A hereto. In
connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. |_| CHECK IF TRANSFEREE IS A QIB IN ACCORDANCE WITH RULE 144A. The Transfer
is being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the "SECURITIES ACT"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Global Note and/or the Definitive Note and in
the Indenture and the Securities Act.


                                      B-1
<PAGE>

2. |_| CHECK IF TRANSFEREE WILL TAKE DELIVERY PURSUANT TO REGULATION S. The
Transfer is being effected pursuant to and in accordance with Regulation S under
the Securities Act and, accordingly, the Transferor hereby further certifies
that (i) the Transfer is not being made to a person in the United States and (x)
at the time the buy order was originated, the Transferee was outside the United
States or such Transferor and any Person acting on its behalf reasonably
believed and believes that the Transferee was outside the United States or (y)
the transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on
its behalf knows that the transaction was prearranged with a buyer in the United
States, (ii) no directed selling efforts have been made in contravention of the
requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities
Act, (iii) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act and (iv) if the proposed
transfer is being made prior to the expiration of the Distribution Compliance
Period, the transfer is not being made to a U.S. Person or for the account or
benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of
the proposed transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will be subject to the
restrictions on Transfer enumerated in the Private Placement Legend printed on
the Global Note and/or the Definitive Note and in the Indenture and the
Securities Act.

3. |_| CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY PURSUANT TO ANY
PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

            (a) |_| such Transfer is being effected pursuant to and in
accordance with Rule 144 under the Securities Act;

or

            (b) |_| such Transfer is being effected to the Company or a
subsidiary thereof;

or

            (c) |_| such Transfer is being effected pursuant to an effective
registration statement under the Securities Act and in compliance with the
prospectus delivery requirements of the Securities Act;

or


                                      B-2
<PAGE>

            (d) |_| such Transfer is being effected to an Institutional
Accredited Investor and pursuant to an exemption from the registration
requirements of the Securities Act other than Rule 144A, Rule 144 or Regulation
S, and the Transferor hereby further certifies that it has not engaged in any
general solicitation within the meaning of Regulation D under the Securities Act
and the Transfer complies with the transfer restrictions applicable to
beneficial interests in a Restricted Global Note or Restricted Definitive Notes
and the requirements of the exemption claimed, which certification is supported
by (1) a certificate executed by the Transferee in the form of Exhibit D to the
Indenture and (2) if such Transfer is in respect of a principal amount of Notes
at the time of transfer of less than $500,000, an Opinion of Counsel provided by
the Transferor or the Transferee (a copy of which the Transferor has attached to
this certification), to the effect that such Transfer is in compliance with the
Securities Act. Upon consummation of the proposed transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Global Note and/or the Definitive Notes and in
the Indenture and the Securities Act.

4. |_| CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN
UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

            (a) |_| CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer
is being effected pursuant to and in accordance with Rule 144 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.

            (b) |_| CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144 or
Regulation S and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will not be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Global Notes or
Restricted Definitive Notes and in the Indenture.


                                      B-3
<PAGE>

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Company.


                                    ---------------------------
                                    [Insert Name of Transferor]


                                    By:
                                       ---------------------------
                                       Name:
                                       Title:


Dated: ___________, ____


                                      B-4
<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

            (a) |_| a beneficial interest in the Global Note (CUSIP 693339 AA 9;
      ISIN US69333SAA96), or

            (b) |_| a Restricted Definitive Note.

      2. After the Transfer the Transferee will hold:

[CHECK ONE]

            (a) |_| a beneficial interest in the Global Note (CUSIP 693339 AA 9;
      ISIN US69333SAA96); or

            (b) |_| a Restricted Definitive Note; or

            (c) |_| an Unrestricted Definitive Note,

         in accordance with the terms of the Indenture.


                                      B-5
<PAGE>

                                       C-2
                                                                       EXHIBIT C


                        [FORM OF CERTIFICATE OF EXCHANGE]


PF. Net Communications, Inc.
1625 B Street
Washougal, WA  98671
Attention:  David L. Taylor

United States Trust Company of New York
114 West 47th Street
New York, NY  10036
Attention:  Corporate Trust Department

            Re:   13.75% SENIOR NOTES DUE 2010

CUSIP: ______________

            Reference is hereby made to the Indenture, dated as of May 10, 2000
(the "INDENTURE"), between PF. Net Communications, Inc., as issuer (the
"COMPANY"), and United States Trust Company of New York, as trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the
Indenture.

            ____________ (the "OWNER") owns and proposes to exchange the Note[s]
or interest in such Note[s] specified herein, in the principal amount of
$____________ in such Note[s] or interests (the "EXCHANGE"). In connection with
the Exchange, the Owner hereby certifies that:

1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A
RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN AN UNRESTRICTED GLOBAL NOTE:

            (a) |_| CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In
connection with the Exchange of the Owner's beneficial interest in a Restricted
Global Note for a beneficial interest in an Unrestricted Global Note in an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the
Global Notes and pursuant to and in accordance with the United States Securities
Act of 1933, as amended (the "SECURITIES ACT"), (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
beneficial interest in an Unrestricted Global Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.


                                      C-1
<PAGE>

            (b) |_| CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for an
Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Definitive Note is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

            (c) |_| CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

            (d) |_| CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED
GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL NOTES

            (a) |_| CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for a
Restricted Definitive Note with an equal principal amount, the Owner hereby
certifies that the Restricted Definitive Note is being acquired for the Owner's
own account without transfer. Upon consummation of the proposed


                                      C-2
<PAGE>

Exchange in accordance with the terms of the Indenture, the Restricted
Definitive Note issued will continue to be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Definitive Note and in the Indenture and the Securities Act.

            (b) |_| CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange
of the Owner's Restricted Definitive Note for a beneficial interest in the
Global Note with an equal principal amount, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, and in compliance with any applicable
blue sky securities laws of any state of the United States. Upon consummation of
the proposed Exchange in accordance with the terms of the Indenture, the
beneficial interest issued will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the relevant Restricted
Global Note and in the Indenture and the Securities Act.


                                      C-3
<PAGE>

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Company.


                                    ---------------------------------
                                    [Insert Name of Owner]


                                    By:
                                       ---------------------------------
                                       Name:
                                       Title:


Dated: __________, ____


                                      C-4
<PAGE>

                                                                       EXHIBIT D


                            [FORM OF CERTIFICATE FROM
                  ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR]

PF. Net Communications, Inc.
1625 B Street
Washougal, WA  98671
Attention:  David L. Taylor

United States Trust Company of New York
114 West 47th Street
New York, NY  10036
Attention:  Corporate Trust Department

            Re:   13.75% SENIOR NOTES DUE 2010
                  ----------------------------

            Reference is hereby made to the Indenture, dated as of May 10, 2000
(the "INDENTURE"), between PF. Net Communications, Inc., as issuer (the
"COMPANY"), and United States Trust Company of New York, as trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the
Indenture.

            In connection with our proposed purchase of $____________ aggregate
principal amount of:

            (a) |_| a beneficial interest in a Global Note, or

            (b) |_| a Definitive Note,

            we confirm that:

            1. We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "SECURITIES Act").

            2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institu-


                                      D-1
<PAGE>

tional buyer" (as defined therein), (c) to an institutional "accredited
investor" (as defined below) that, prior to such transfer, furnishes (or has
furnished on its behalf by a U.S. broker-dealer) to you and to the Company a
signed letter substantially in the form of this letter and, if such transfer is
in respect of a principal amount of Notes, at the time of transfer of less than
$250,000, an Opinion of Counsel in form reasonably acceptable to the Company to
the effect that such transfer is in compliance with the Securities Act, (D)
pursuant to the provisions of Rule 144(k) under the Securities Act or (E)
pursuant to an effective registration statement under the Securities Act, and we
further agree to provide to any person purchasing the Definitive Note or
beneficial interest in a Global Note from us in a transaction meeting the
requirements of clauses (A) through (D) of this paragraph a notice advising such
purchaser that resales thereof are restricted as stated herein.

            3. We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect. We further understand that any
subsequent transfer by us of the Notes or beneficial interest therein acquired
by us must be effected through one of the Placement Agents.

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

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

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


                                            ------------------------------------
                                            [Insert Name of Accredited Investor]


Dated:               ,                   By:
      --------------  ---------             ------------------------------------
                                         Name:
                                         Title:


                                      D-2