<PAGE>   1
                                                                   EXHIBIT 10.36


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




                              VERIO INC., as Issuer


                                       and


                U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee


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


                                    INDENTURE

                          Dated as of November 19, 1999


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



                                  $400,000,000


                     10-5/8% Senior Notes Due 2009, Series A

                     10-5/8% Senior Notes Due 2009, Series B




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



<PAGE>   2


Reconciliation and tie between Trust Indenture Act of 1939, as amended, and
Indenture, dated as of November 19, 1999

<TABLE>
<CAPTION>
Trust Indenture                                                                            Indenture
 Act Section                                                                                Section
---------------                                                                            ---------
<S>             <C>                                                                       <C>
Section 310     (a)(1)................................................................    6.05, 6.09
                (a)(2)................................................................    6.05, 6.09
                (a)(3)................................................................    6.05
                (a)(4)................................................................    6.05
                (b)...................................................................    6.05, 6.08, 6.10
Section 311     (a)...................................................................    6.07
                (b)...................................................................    6.07
                (c)...................................................................    Not Applicable
Section 312     (a)...................................................................    3.05, 7.01
                (b)...................................................................    7.02
                (c)...................................................................    7.02
Section 313     (a)...................................................................    7.03
                (b)...................................................................    7.03
                (c)...................................................................    7.03
                (d)...................................................................    7.03
Section 314     (a)...................................................................    7.04, 10.09
                (b)...................................................................    Not Applicable
                (c)(1)................................................................    1.04, 4.04, 12.01(c)
                (c)(2)................................................................    1.04, 4.04, 12.01(c)
                (c)(3)................................................................
                (d)...................................................................    Not Applicable
                (e)...................................................................    1.04
Section 315     (a)...................................................................    6.01(a)
                (b)...................................................................    6.02
                (c)...................................................................    6.01(b)
                (d)...................................................................    6.01(c)
                (e)...................................................................    5.14
Section 316     (a) (last sentence) ..................................................    3.14
                (a)(1)(A).............................................................    5.12
                (a)(1)(B).............................................................    5.13
                (a)(2)................................................................    Not Applicable
                (b)...................................................................    5.08
Section 317     (a)(1)................................................................    5.03
                (a)(2)................................................................    5.04
                (b)...................................................................    10.03
Section 318     (a)...................................................................    1.08
</TABLE>


<PAGE>   3


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                           Page
                                                                                                           ----
<S>                                                                                                        <C>
PARTIES  .................................................................................................    1
RECITALS .................................................................................................    1


                                                 ARTICLE ONE

                             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01.       Definitions...........................................................................    1
Section 1.02.       Other Definitions.....................................................................   25
Section 1.03.       Rules of Construction.................................................................   26
Section 1.04.       Form of Documents Delivered to Trustee................................................   26
Section 1.05.       Acts of Holders.......................................................................   27
Section 1.06.       Notices, etc., to the Trustee and the Company.........................................   28
Section 1.07.       Notice to Holders; Waiver.............................................................   28
Section 1.08.       Conflict with Trust Indenture Act.....................................................   29
Section 1.09.       Effect of Headings and Table of Contents..............................................   29
Section 1.10.       Successors and Assigns................................................................   29
Section 1.11.       Separability Clause...................................................................   29
Section 1.12.       Benefits of Indenture.................................................................   29
Section 1.13.       GOVERNING LAW.........................................................................   29
Section 1.14.       No Recourse Against Others............................................................   30
Section 1.15.       Independence of Covenants.............................................................   30
Section 1.16.       Exhibits..............................................................................   30
Section 1.17.       Counterparts..........................................................................   30
Section 1.18.       Duplicate Originals...................................................................   30


                                                 ARTICLE TWO

                                                  NOTE FORMS

Section 2.01.       Form and Dating.......................................................................   30
Section 3.01.       Title and Terms.......................................................................   31
Section 3.02.       Registrar and Paying Agent............................................................   32
</TABLE>


                                      -i-


<PAGE>   4



<TABLE>
<CAPTION>

                                                 ARTICLE THREE

                                                    THE NOTES
                                                                                                            Page
                                                                                                            ----
<S>                 <C>                                                                                      <C>
Section 3.03.       Execution and Authentication..........................................................   32
Section 3.04.       Temporary Notes.......................................................................   34
Section 3.05.       Transfer and Exchange.................................................................   34
Section 3.06.       Mutilated, Destroyed, Lost and Stolen Notes...........................................   35
Section 3.07.       Payment of Interest; Interest Rights Preserved........................................   36
Section 3.08.       Persons Deemed Owners.................................................................   37
Section 3.09.       Cancellation..........................................................................   37
Section 3.10.       Computation of Interest...............................................................   38
Section 3.11.       Legal Holidays........................................................................   38
Section 3.12.       CUSIP and CINS Numbers................................................................   39
Section 3.13.       Paying Agent To Hold Money in Trust...................................................   39
Section 3.14.       Treasury Notes........................................................................   38
Section 3.15.       Deposits of Monies....................................................................   39
Section 3.16.       Book-Entry Provisions for Global Notes................................................   39
Section 3.17.       Special Transfer Provisions...........................................................   41


                                                ARTICLE FOUR

                                      DEFEASANCE OR COVENANT DEFEASANCE

Section 4.01.       Company's Option To Effect Defeasance or Covenant Defeasance..........................    44
Section 4.02.       Defeasance and Discharge..............................................................    45
Section 4.03.       Covenant Defeasance...................................................................    45
Section 4.04.       Conditions to Defeasance or Covenant Defeasance.......................................    46
Section 4.05.       Deposited Money and U.S. Government Obligations To Be Held in Trust;
                        Other Miscellaneous Provisions....................................................    48
Section 4.06.       Reinstatement.........................................................................    48


                                                 ARTICLE FIVE

                                                   REMEDIES

Section 5.01.       Events of Default.....................................................................    49
Section 5.02.       Acceleration of Maturity; Rescission and Annulment....................................    50
Section 5.03.       Collection of Indebtedness and Suits for Enforcement by Trustee.......................    51
Section 5.04.       Trustee May File Proofs of Claims.....................................................    52
Section 5.05.       Trustee May Enforce Claims Without Possession of Notes................................    52
Section 5.06.       Application of Money Collected........................................................    53
Section 5.07.       Limitation on Suits...................................................................    53
</TABLE>


                                       -ii-


<PAGE>   5
<TABLE>
<CAPTION>
                                                                                                            Page
                                                                                                            ----
<S>                 <C>                                                                                     <C>
Section 5.08.       Unconditional Right of Holders To Receive Principal, Premium and
                        Interest..........................................................................    54
Section 5.09.       Restoration of Rights and Remedies....................................................    54
Section 5.10.       Rights and Remedies Cumulative........................................................    54
Section 5.11.       Delay or Omission Not Waiver..........................................................    55
Section 5.12.       Control by Majority...................................................................    55
Section 5.13.       Waiver of Past Defaults...............................................................    55
Section 5.14.       Undertaking for Costs.................................................................    56
Section 5.15.       Waiver of Stay, Extension or Usury Laws...............................................    56
Section 5.16.       Unconditional Right of Holders To Receive Payment.....................................    56

                                                ARTICLE SIX

                                                THE TRUSTEE

Section 6.01.       Certain Duties and Responsibilities...................................................   57
Section 6.02.       Notice of Defaults....................................................................   57
Section 6.03.       Certain Rights of Trustee.............................................................   58
Section 6.04.       Trustee Not Responsible for Recitals, Dispositions of Notes or
                        Application of Proceeds Thereof...................................................   59
Section 6.05.       Trustee and Agents May Hold Notes; Collections; Etc...................................   59
Section 6.06.       Money Held in Trust...................................................................   60
Section 6.07.       Compensation and Indemnification of Trustee and Its Prior Claim.......................   60
Section 6.08.       Conflicting Interests.................................................................   60
Section 6.09.       Corporate Trustee Required; Eligibility...............................................   61
Section 6.10.       Resignation and Removal; Appointment of Successor Trustee.............................   61
Section 6.11.       Acceptance of Appointment by Successor................................................   63
Section 6.12.       Merger, Conversion, Amalgamation, Consolidation or Succession to
                        Business..........................................................................   63


                                               ARTICLE SEVEN

                            HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY



Section 7.01.       Preservation of Information; Company To Furnish Trustee Names and
                        Addresses of Holders..............................................................   64
Section 7.02.       Communications of Holders.............................................................   65
Section 7.03.       Reports by Trustee....................................................................   65
Section 7.04.       Reports by Company....................................................................   65
</TABLE>


                                     -iii-


<PAGE>   6
<TABLE>
<CAPTION>



                                                ARTICLE EIGHT

                                CONSOLIDATION, MERGER, SALE OF ASSETS, ETC.

                                                                                                            Page
                                                                                                            ----
<S>                 <C>                                                                                    <C>
Section 8.01.       Company May Consolidate, etc., Only on Certain Terms..................................   66
Section 8.02.       Successor Substituted.................................................................   67

                                                 ARTICLE NINE

                                      SUPPLEMENTAL INDENTURES AND WAIVERS

Section 9.01.       Supplemental Indentures, Agreements and Waivers Without Consent of
                        Holders...........................................................................   67
Section 9.02.       Supplemental Indentures, Agreements and Waivers with Consent of
                        Holders...........................................................................   68
Section 9.03.       Execution of Supplemental Indentures, Agreements and Waivers..........................   69
Section 9.04.       Effect of Supplemental Indentures.....................................................   70
Section 9.05.       Conformity with Trust Indenture Act...................................................   70
Section 9.06.       Reference in Notes to Supplemental Indentures.........................................   70
Section 9.07.       Record Date...........................................................................   70
Section 9.08.       Revocation and Effect of Consents.....................................................   71


                                                 ARTICLE TEN

                                                  COVENANTS

Section 10.01.      Payment of Principal, Premium and Interest............................................    71
Section 10.02.      Maintenance of Office or Agency.......................................................    71
Section 10.03.      Money for Note Payments To Be Held in Trust...........................................    72
Section 10.04.      Corporate Existence...................................................................    73
Section 10.05.      Payment of Taxes and Other Claims.....................................................    73
Section 10.06.      Maintenance of Properties.............................................................    74
Section 10.07.      Insurance.............................................................................    74
Section 10.08.      Books and Records.....................................................................    74
Section 10.09.      Provision of Financial Statements.....................................................    74
Section 10.10.      Change of Control.....................................................................    75
Section 10.11.      Limitation on Additional Indebtedness.................................................    77
Section 10.12.      Statement by Officers as to Default...................................................    77
Section 10.13.      Limitation on Restricted Payments.....................................................    78
Section 10.14.      Limitation on Transactions with Affiliates............................................    81
Section 10.15.      Disposition of Proceeds of Asset Sales................................................    82
</TABLE>


                                      -iv-


<PAGE>   7
<TABLE>
<CAPTION>
                                                                                                            Page
                                                                                                            ----
<S>                 <C>                                                                                     <C>
Section 10.16.      Limitation on Liens Securing Certain Indebtedness.....................................    85
Section 10.17.      Limitation on Business................................................................    85
Section 10.18.      Limitation on Certain Guarantees and Indebtedness of Restricted
                        Subsidiaries......................................................................    85
Section 10.19.      Limitation on Issuances and Sales of Preferred Stock by Restricted
                        Subsidiaries......................................................................    86
Section 10.20.      Limitation on Dividends and Other Payment Restrictions Affecting
                        Restricted Subsidiaries...........................................................    86
Section 10.21.      Limitation on Designations of Unrestricted Subsidiaries...............................    87
Section 10.22.      Compliance Certificates and Opinions..................................................    88
Section 10.23.      Reports...............................................................................    89
Section 10.24.      Limitation on Status as Investment Company............................................    89


                                               ARTICLE ELEVEN

                                          SATISFACTION AND DISCHARGE

Section 11.01.      Satisfaction and Discharge of Indenture...............................................   90
Section 11.02.      Application of Trust Money............................................................   91


                                                ARTICLE TWELVE

                                                   REDEMPTION

Section 12.01.      Notices to the Trustee................................................................   91
Section 12.02.      Selection of Notes To Be Redeemed.....................................................   91
Section 12.03.      Notice of Redemption..................................................................   92
Section 12.04.      Effect of Notice of Redemption........................................................   93
Section 12.05.      Deposit of Redemption Price...........................................................   93
Section 12.06.      Notes Redeemed or Purchased in Part...................................................   93
</TABLE>


Exhibit A-1 - Form of Series A Note
Exhibit A-2 - Form of Series B Note
Exhibit B   - Form of Legend for Book-Entry Securities
Exhibit C   - Form of Certificate To Be Delivered in Connection with Transfers
              to Non-QIB Accredited Investors
Exhibit D   - Form of Certificate To Be Delivered in Connection with Transfers
              Pursuant to Regulation S


                                      -v-
<PAGE>   8


               INDENTURE, dated as of November 19, 1999, between VERIO INC., a
corporation incorporated under the laws of the State of Delaware (the
"Company"), as issuer, and U.S. BANK TRUST NATIONAL ASSOCIATION, as trustee (the
"Trustee").

                                    RECITALS

               The Company has duly authorized the creation of an issue of (i)
10-5/8% Senior Notes Due 2009, Series A, and (ii) 10-5/8% Senior Notes due 2009,
Series B, to be issued in exchange for the 10-5/8% Senior Notes due 2009, Series
A, pursuant to the Registration Rights Agreement (the "Notes"; such term to
include the Initial Notes, the Private Exchange Notes, if any, and the
Unrestricted Notes, if any, treated as a single class of securities under this
Indenture), of substantially the tenor and amount hereinafter set forth, and to
provide therefor the Company has duly authorized the execution and delivery of
this Indenture.

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

               NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


               Section 1.01. Definitions.

               "1997 Notes" means the Company's 13-1/2% Senior Notes Due 2004.

               "Acquired Indebtedness" means Indebtedness of a person existing
at the time such person becomes a Restricted Subsidiary or assumed in connection
with an Asset Acquisition by such person and not incurred in connection with, or
in anticipation of, such person becoming a Restricted Subsidiary or such Asset
Acquisition; provided that Indebtedness of such person which is redeemed,
defeased, retired or otherwise repaid at the time of or immediately upon
consummation of the transactions by which such person becomes a Restricted
Subsidiary or such Asset Acquisition shall not constitute Acquired Indebtedness.


<PAGE>   9
                                      -2-


               "Affiliate" of any specified person means any other person which,
directly or indirectly, controls, is controlled by or is under direct or
indirect common control with such specified person. For the purposes of this
definition, "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 "affiliated," "controlling" and "controlled" have meanings
correlative to the foregoing.

               "Asset Acquisition" means (i) any capital contribution (by means
of transfers of cash or other property to others or payments for property or
services for the account or use of others, or otherwise) by the Company or any
Restricted Subsidiary in any other person, or any acquisition or purchase of
Capital Stock of any other person by the Company or any Restricted Subsidiary,
in either case pursuant to which such person shall (a) become a Restricted
Subsidiary or (b) shall be merged with or into the Company or any Restricted
Subsidiary or (ii) any acquisition by the Company or any Restricted Subsidiary
of the assets of any person which constitute substantially all of an operating
unit or line of business of such person or which is otherwise outside of the
ordinary course of business.

               "Asset Sale" means any direct or indirect sale, conveyance,
transfer or lease (that has the effect of a disposition and is not for security
purposes) or other disposition (that is not for security purposes) to any person
other than the Company or a Restricted Subsidiary, in one transaction or a
series of related transactions, of (i) any Capital Stock of any Restricted
Subsidiary (other than customary stock option programs), (ii) any assets of the
Company or any Restricted Subsidiary which constitute substantially all of an
operating unit or line of business of the Company and the Restricted
Subsidiaries or (iii) any other property or asset of the Company or any
Restricted Subsidiary outside of the ordinary course of business. For the
purposes of this definition, the term "Asset Sale" shall not include (i) any
disposition of properties and assets of the Company that is governed under
Article Eight, (ii) sales of property or equipment that have become worn out,
obsolete or damaged or otherwise unsuitable for use in connection with the
business of the Company or any Restricted Subsidiary, as the case may be, and
(iii) for purposes of Section 10.15 hereof, any sale, conveyance, transfer,
lease or other disposition of any property or asset, whether in one transaction
or a series of related transactions occurring within one year, either (x)
involving assets with a Fair Market Value not in excess of $500,000 or (y) which
constitutes the incurrence of a Capitalized Lease Obligation.

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


<PAGE>   10
                                      -3-


hereunder shall give effect to any applicable options to renew in favor of the
Company or any Restricted Subsidiary.

               "Bank Facility" means the $100.0 million revolving credit
facility among the Company, as borrower, Citicorp USA, Inc., as administrative
agent, First Union National Bank, as documentation agent, and Salomon Smith
Barney Inc., as lead arranger and book manager, and the financial institutions
party thereto from time to time as lenders, as such credit facility may be
amended or supplemented from time to time.

               "Bankruptcy Law" means Title 11, United States Code or any
similar federal or state law relating to bankruptcy, insolvency, receivership,
winding-up, liquidation, reorganization or relief of debtors or the law of any
other jurisdiction relating to bankruptcy, insolvency, receivership, winding-up,
liquidation, reorganization or relief of debtors or any amendment to, succession
to or change in any such law.

               "Bankruptcy Order" means any court order made in a proceeding
pursuant to or within the meaning of any Bankruptcy Law, containing an
adjudication of bankruptcy or insolvency, or providing for liquidation,
receivership, winding-up, dissolution, "concordate" or reorganization, or
appointing a Custodian of a debtor or of all or any substantial part of a
debtor's property, or providing for the staying, arrangement, adjustment or
composition of indebtedness or other relief of a debtor.

               "Board" 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 and to be in full force and effect on the date of such certification,
and delivered to the Trustee.

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

               "Capital Stock" means, with respect to any person, any and all
shares, interests, participations, rights in, or other equivalents (however
designated and whether voting and/or non-voting) of, such person's capital
stock, whether outstanding on the Issue Date or issued after the Issue Date, and
any and all rights (other than any evidence of Indebtedness), warrants or
options exchangeable for or convertible into such capital stock.

               "Capitalized Lease Obligation" means any obligation to pay rent
or other amounts under a lease of (or other agreement conveying the right to
use) any property (whether real, personal or mixed, immovable or movable) that
is required to be classified and accounted for as a capitalized lease obligation
under GAAP, and for the purpose of this Indenture,


<PAGE>   11
                                      -4-


the amount of such obligation at any date shall be the capitalized amount
thereof at such date, determined in accordance with GAAP.

               "Cash Equivalents" means (i) any evidence of Indebtedness (with,
for purposes of Section 10.15 hereof only, a maturity of 365 days or less)
issued or directly and fully guaranteed or insured by the United States or any
agency or instrumentality thereof (provided that the full faith and credit of
the United States is pledged in support thereof or such Indebtedness constitutes
a general obligation of such country); (ii) deposits, certificates of deposit or
acceptances (with, for purposes of Section 10.15 hereof only, a maturity of 365
days or less) of any financial institution that is a member of the Federal
Reserve System, in each case having combined capital and surplus and undivided
profits (or any similar capital concept) of not less than $500.0 million and
whose senior unsecured debt is rated at least "A-1" by S&P or "P-1" by Moody's;
(iii) commercial paper with a maturity of 365 days or less issued by a
corporation (other than an Affiliate of the Company) organized under the laws of
the United States or any State thereof and rated at least "A-1" by S&P or "P-1"
by Moody's; (iv) repurchase agreements and reverse repurchase agreements
relating to marketable direct obligations issued or unconditionally guaranteed
by the United States Government or issued by any agency thereof and backed by
the full faith and credit of the United States Government maturing within 365
days from the date of acquisition; (v) other debt obligations maturing in 365
days or less issued by a corporation (other than an Affiliate of the Company)
organized under the laws of the United States or any state thereof and rated at
least "A-" by S&P or "A3" by Moody's; and (vi) money market funds which invest
substantially all of their assets in securities of the type described in the
preceding clauses (i) through (v).

               "Change of Control" means the occurrence of any of the following
events: (a) any "person" or "group" (as such terms are used in Sections 13(d)
and 14(d) of the Exchange Act), excluding WorldCom, is or becomes the
"beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act,
except that a person shall be deemed to have "beneficial ownership" of all
securities that such person has the right to acquire, whether such right is
excercisable immediately or only after the passage of time), directly or
indirectly, of more than 50% of the total Voting Stock of the Company; or (b)
the Company consolidates with, or merges with or into, another person or sells,
assigns, conveys, transfers, leases or otherwise disposes of all or
substantially all of its assets to any person, or any person consolidates with,
or merges with or into, the Company, in any such event pursuant to a transaction
in which the outstanding Voting Stock of the Company is converted into or
exchanged for cash, securities or other property, other than any such
transaction where (i) the outstanding Voting Stock of the Company is converted
into or exchanged for (1) Voting Stock (other than Disqualified Stock) of the
surviving or transferee corporation or its parent corporation and/or (2) cash,
securities and other property in an amount which could be paid by the Company as
a Restricted Payment under this Indenture and (ii) immediately after such
transaction no "person" or "group" (as such terms are used in Section 13(d) and
14(d) of the Exchange Act), excluding


<PAGE>   12
                                      -5-


WorldCom, is the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under
the Exchange Act, except that a person shall be deemed to have "beneficial
ownership" of all securities that such person has the right to acquire, whether
such right is excercisable immediately or only after the passage of time),
directly or indirectly, of more than 50% of the total Voting Stock of the
surviving or transferee corporation or its parent corporation, as applicable; or
(c) during any consecutive two-year period, individuals who at the beginning of
such period constituted the Board (together with any new directors whose
election by the Board or whose nomination for election by the stockholders of
the Company was approved by a vote of 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 WorldCom) to constitute a majority of the Board
then in office. The good faith determination by the Board, based upon advice of
outside counsel, of the beneficial ownership of securities of the Company within
the meaning of Rules 13d-3 and 13d-5 under the Exchange Act shall be conclusive,
absent contrary controlling judicial precedent or contrary written
interpretation published by the SEC.

               "Common Stock" means, with respect to any person, any and all
shares, interests or other participations in, and other equivalents (however
designated and whether voting or non-voting) of such person's common stock
whether outstanding at the Issue Date, and includes, without limitation, all
series and classes of such common stock.

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

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

               "Consolidated Annualized Pro Forma Operating Cash Flow" means, at
any date of determination, Consolidated Operating Cash Flow for the latest
fiscal quarter for which consolidated financial statements of the Company are
available multiplied by four. For purposes of calculating "Consolidated
Operating Cash Flow" for any fiscal quarter for purposes of this definition, (i)
any Subsidiary of the Company that is a Restricted Subsidiary on the date of the
transaction (the "Transaction Date") giving rise to the need to calculate
"Consolidated Annualized Pro Forma Operating Cash Flow" shall be deemed to have
been a Restricted Subsidiary at all times during such fiscal quarter and (ii)
any Subsidiary of the Company that is not a Restricted Subsidiary on the
Transaction Date shall be deemed not to have been a Restricted Subsidiary at any
time during such fiscal quarter. In addition to and without limitation


<PAGE>   13
                                      -6-


of the foregoing, for purposes of this definition, "Consolidated Operating Cash
Flow" shall be calculated after giving effect on a pro forma basis for the
applicable fiscal quarter to, without duplication, any Asset Sales or Asset
Acquisitions (including, without limitation, any Asset Acquisition giving rise
to the need to make such calculation as a result of the Company or one of the
Restricted Subsidiaries (including any person who becomes a Restricted
Subsidiary as a result of the Asset Acquisition) incurring, assuming or
otherwise being liable for Acquired Indebtedness) occurring during the period
commencing on the first day of such fiscal quarter to and including the
Transaction Date, as if such Asset Sale or Asset Acquisition occurred on the
first day of such fiscal quarter.

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

               "Consolidated Interest Expense" means, with respect to any
period, without duplication, the sum of (i) the interest expense of the Company
and the Restricted Subsidiaries for such period as determined on a consolidated
basis in accordance with GAAP, including, without limitation, (a) any
amortization of debt discount, (b) the net cost under Interest Rate Obligations
(including any amortization of discounts), (c) the interest portion of any
deferred payment obligation, (d) all commissions, discounts and other fees and
charges owed with respect to letters of credit and bankers' acceptance financing
and similar transactions and (e) all accrued interest, (ii) the interest
component of Capitalized Lease Obligations paid, accrued and/or scheduled to be
paid or accrued by the Company and the Restricted Subsidiaries during such
period as determined on a consolidated basis in accordance with GAAP and (iii)
the amount of dividends in respect of Disqualified Stock paid by the Company and
the Restricted Subsidiaries during such period; provided that Consolidated
Interest Expense shall exclude the amortization of fees related to the issuance
of the Notes, the 1997 Notes, the March 1998 Notes and the November 1998 Notes,
and fees related to any Indebtedness under a Permitted Credit Facility.

               "Consolidated Net Income" means, with respect to any period, the
consolidated net income of the Company and the Restricted Subsidiaries for such
period, adjusted, to the extent included in calculating such consolidated net
income, by excluding, without duplication, (i) all extraordinary, unusual or
nonrecurring gains or losses of such person (net of fees and expenses relating
to the transaction giving rise thereto) for such period, (ii) income of the
Company and the Restricted Subsidiaries derived from or in respect of all
Investments in persons other than Restricted Subsidiaries, except to the extent
of any dividends or distributions actually received by the Company or any
Restricted Subsidiary, (iii) the portion of net income (or loss) of such person
allocable to minority interests in Restricted Subsidiaries for such period, (iv)
net income (or loss) of any other person combined with such person on a "pooling
of


<PAGE>   14
                                      -7-


interests" basis attributable to any period prior to the date of combination,
(v) any gain or loss, net of taxes, realized by such person upon the termination
of any employee pension benefit plan during such period, (vi) gains or losses in
respect of any Asset Sales (net of fees and expenses relating to the transaction
giving rise thereto) during such period, (vii) except in the case of any
restriction or encumbrance permitted under clause (viii) of Section 10.20
hereof, the net income of any Restricted Subsidiary for such period to the
extent that the declaration of dividends or similar distributions by that
Restricted Subsidiary of that income is not at the time permitted, directly or
indirectly, by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulations
applicable to that Restricted Subsidiary or its stockholders and (viii)
dividends or other distributions paid in respect of Capital Stock (other than
Disqualified Stock) to the extent that such dividend or distribution would
constitute a Restricted Payment or be paid out of the deposit account in respect
of the Company's 6.75% Series A Convertible Preferred Stock..

               "Consolidated Net Worth" means, with respect to any person, the
consolidated stockholders' or partners' equity of such person reflected on the
most recent financial statements of such person, determined in accordance with
GAAP, less any amounts attributable to redeemable capital stock (as determined
under applicable accounting standards by the SEC) of such person.

               "Consolidated Operating Cash Flow" means, with respect to any
period, the Consolidated Net Income of the Company and the Restricted
Subsidiaries for such period increased, to the extent deducted in arriving at
Consolidated Net Income for such period, by the sum of (i) the Consolidated
Income Tax Expense of the Company and the Restricted Subsidiaries accrued
according to GAAP for such period (other than taxes attributable to
extraordinary gains or losses and gains and losses from Asset Sales); (ii)
Consolidated Interest Expense for such period; (iii) depreciation of the Company
and the Restricted Subsidiaries for such period; (iv) amortization of the
Company and the Restricted Subsidiaries for such period, including, without
limitation, amortization of capitalized debt issuance costs for such period, all
determined on a consolidated basis in accordance with GAAP; and (v) other
non-cash charges decreasing Consolidated Net Income.

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

               "Corporate Trust Office" means the office of the Trustee at which
at any particular time its corporate trust business shall be principally
administered, which office at the date of execution of this Indenture is located
at 180 East 5th Street, St. Paul, Minnesota 55101,


<PAGE>   15
                                      -8-


Attention: Corporate Trust Department, except for purposes of Sections 3.02 and
10.02 hereof. For purposes of such sections, such office is located at 100 Wall
Street, 20th Floor, New York, New York 10005.

               "Custodian" means any receiver, interim receiver, receiver and
manager, receiver-manager, trustee, assignee, liquidator, sequestrator or
similar official under any Bankruptcy Law or any other law respecting secured
creditors and the enforcement of their security or any other person with like
powers whether appointed judicially or out of court and whether pursuant to an
interim or final appointment.

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

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

               "Depository" means The Depository Trust Company, its nominees and
successors.

               "Designation" has the meaning set forth under Section 10.21
hereof.

               "Disinterested Director" means, with respect to any transaction
or series of related transactions, a member of the Board other than a director
who (i) has any material direct or indirect financial interest in or with
respect to such transaction or series of related transactions or (ii) is an
employee or officer of the Company or an Affiliate that is itself a party to
such transaction or series of transactions or an Affiliate of a party to such
transaction or series of related transactions.

               "Disqualified Stock" means, with respect to any person, 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 becomes mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or becomes exchangeable for Indebtedness at the option
of the holder thereof, or becomes redeemable at the option of the holder
thereof, in whole or in part, on or prior to the final maturity date of the
Notes; provided such Capital Stock shall only constitute Disqualified Stock to
the extent it so matures or becomes so redeemable or exchangeable on or prior to
the final maturity date of the Notes; provided, further, that any Capital Stock
of the Company or any Restricted Subsidiary that would not constitute
Disqualified Stock but for provisions thereof giving holders thereof the right
to require such person to repurchase or redeem such Capital Stock upon the
occurrence of an "asset sale" or "change of control" occurring prior to the
final maturity date of the Notes shall not constitute Disqualified Stock if the
"asset sale" or "change of control" provisions applicable to such Capital Stock
are no more favorable to the holders of such Capital Stock than the


<PAGE>   16
                                      -9-


provisions contained in Section 10.15 and Section 10.10 hereof described above
and such Capital Stock specifically provides that such person will not
repurchase or redeem any such stock pursuant to such provision prior to the
Company's repurchase of such Notes as are required to be repurchased pursuant to
Section 10.15 and Section 10.10 hereof.

               "Equity Offering" means an underwritten offering of Capital Stock
(other than Disqualified Stock) made pursuant to a registration statement filed
with the SEC under the Securities Act or pursuant to Rule 144A under the
Securities Act.

               "Euroclear" means Morgan Guaranty Trust Company of New York,
Brussels Office, as operator of the Euroclear System.

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

               "Exchange Notes" means the 10-5/8% Senior Notes Due 2009, Series
B, to be issued in exchange for the Initial Notes pursuant to the Registration
Rights Agreement.

               "Exchange Offer" shall have the meaning specified in the
Registration Rights Agreement.

               "Existing ISP" means any ISP in which the Company or a Subsidiary
of the Company has an Investment on the Issue Date.

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

               "GAAP" means, at any date of determination, generally accepted
accounting principles in effect in the United States and which are applicable as
of the date of determination and which are consistently applied for all
applicable periods.

               "Global Notes" means one or more Regulation S Global Notes and
144A Global Notes.

               "guarantee" means, as applied to any obligation, (i) a guarantee
(other than by endorsement of negotiable instruments for collection in the
ordinary course of business), direct or indirect, in any manner, of any part or
all of such obligation and (ii) an agreement, direct or indirect, contingent or
otherwise, the practical effect of which is to assure in any way the payment or
performance (or payment of damages in the event of non-performance) of all


<PAGE>   17
                                      -10-


or any part of such obligation, including, without limiting the foregoing, the
payment of amounts drawn down by letters of credit.

               "Guarantee" has the meaning provided in Section 10.18.

               "Guarantor" has the meaning provided in Section 10.18.

               "Holder" or "Noteholder" means a person in whose name a Note is
registered in the Note Register.

               "incur" means, with respect to any Indebtedness or other
obligation of any person, to create, issue, incur (by conversion, exchange or
otherwise), assume, guarantee or otherwise become liable in respect of such
Indebtedness or other obligation including by acquisition of Subsidiaries or the
recording, as required pursuant to GAAP or otherwise, of any such Indebtedness
or other obligation on the balance sheet of such person (and "incurrence,"
"incurred," "incurrable" and "incurring" shall have meanings correlative to the
foregoing); provided that a change in GAAP that results in an obligation of such
person that exists at such time becoming Indebtedness shall not be deemed an
incurrence of such Indebtedness and that neither the accrual of interest nor the
accretion of original issue discount shall be deemed an incurrence of
Indebtedness. Indebtedness otherwise incurred by a person before it becomes a
Subsidiary of the Company (whether by merger, consolidation, acquisition or
otherwise) shall be deemed to have been incurred at the time at which such
person becomes a Subsidiary of the Company.

               "Indebtedness" means, with respect to any person, without
duplication, (i) any liability, contingent or otherwise, of such person (a) for
borrowed money (whether or not the recourse of the lender is to the whole of the
assets of such person or only to a portion thereof) or (b) evidenced by a note,
debenture or similar instrument or letter of credit (including a purchase money
obligation) or (c) for the payment of money relating to a Capitalized Lease
Obligation or other obligation relating to the deferred purchase price of
property (except to the extent representing funds deposited in escrow to secure
the deferred purchase price of an Asset Acquisition or a Permitted Investment)
or (d) in respect of an Interest Rate Obligation or currency agreement; or (ii)
any liability of others of the kind described in the preceding clause (i) which
the person has guaranteed or which is otherwise its legal liability; or (iii)
any obligation secured by a Lien (other than (x) Permitted Liens of the types
described in clauses (b), (d) or (e) of the definition of Permitted Liens;
provided that the obligations secured would not constitute Indebtedness under
clauses (i) or (ii) or (iii) of this definition, and (y) Liens on Capital Stock
or Indebtedness of any Unrestricted Subsidiary) to which the property or assets
of such person are subject, whether or not the obligations secured thereby shall
have been assumed by or shall otherwise be such person's legal liability (the
amount of such obligation being deemed to be the lesser of the value of such
property or asset or the amount of the obligation so secured); (iv) all
Disqualified Stock valued at the greater of its voluntary or involuntary


<PAGE>   18
                                      -11-


maximum fixed repurchase price plus accrued and unpaid dividends; and (v) any
and all deferrals, renewals, extensions and refundings of, or amendments,
modifications or supplements to, any liability of the kind described in any of
the preceding clauses (i), (ii), (iii) or (iv). In no event shall "Indebtedness"
include trade payables and accrued liabilities that are current liabilities
incurred in the ordinary course of business, excluding the current maturity of
any obligation which would otherwise constitute Indebtedness. For purposes of
Section 10.11 and Section 10.13 hereof and the definition of "Events of
Default," in determining the principal amount of any Indebtedness to be incurred
by the Company or a Restricted Subsidiary or which is outstanding at any date,
(x) the principal amount of any Indebtedness issued with original issue discount
shall be the face amount of such Indebtedness less the remaining unamortized
portion of the original issue discount of such Indebtedness at such date as
determined in conformity with GAAP and (y) the principal amount of any
Indebtedness shall be reduced by any amount of cash or Cash Equivalent
collateral securing on a perfected basis, and dedicated for disbursement
exclusively to the payment of principal of and interest on, such Indebtedness.

               "Indenture" means this instrument as originally executed
(including all exhibits and schedules hereto) and as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof.

               "Indenture Obligations" means the obligations of the Company and
any other obligor under this Indenture or under the Notes, to pay principal of,
premium, if any, and interest on the Notes when due and payable, whether at
maturity, by acceleration, call for redemption or repurchase or otherwise, and
all other amounts due or to become due under or in connection with this
Indenture or the Notes and the performance of all other obligations to the
Trustee (including, but not limited to, payment of all amounts due the Trustee
under Section 6.07 hereof) and the Holders of the Notes under this Indenture and
the Notes, according to the terms thereof.

               "Independent Financial Advisor" means a United States investment
banking firm of national or regional standing in the United States (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, is otherwise independent and qualified to perform the
task for which it is to be engaged.

               "Initial Notes" means the 10-5/8% Senior Notes Due 2009, Series
A, of the Company.

               "Initial Purchasers" means Salomon Smith Barney Inc., Donaldson,
Lufkin & Jenrette Securities Corporation and Morgan Stanley & Co. Incorporated.


<PAGE>   19
                                      -12-


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

               "interest", when used with respect to any Note, means the amount
of all interest accruing on such Note, including all additional interest payable
on the Notes pursuant to the Registration Rights Agreement and all interest
accruing subsequent to the occurrence of any events specified in Sections
5.01(viii), (ix) and (x) hereof or which would have accrued but for any such
event, whether or not such claims are allowable under applicable law.

               "Interest Payment Date" means, when used with respect to any
Note, the Stated Maturity of an installment of interest on such Note, as set
forth in such Note.

               "Interest Rate 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 and shall include without limitation, interest rate
swaps, caps, floors, collars, forward interest rate agreements and similar
agreements.

               "Internet Service Business" means any business operating an
internet connectivity or internet enhancement service as it exists from time to
time, including, without limitation, dial up or dedicated internet service, web
hosting or collocation services, security solutions, the provision, development
and hosting of software and software applications in connection with the
services described herein, configuration services, electronic commerce, intranet
solutions, data backup and restoral, business content and collaboration,
communications tools or network equipment products or services (including,
without limitation, any business conducted by the Company or any Restricted
Subsidiary on the Issue Date), and any business reasonably related or ancillary
to the foregoing. A good faith determination by a majority of the Board as to
whether a business meets the requirements of this definition shall be
conclusive, absent manifest error.

               "Investment" means, with respect to any person, any advance,
loan, account receivable (other than an account receivable arising in the
ordinary course of business), or other extension of credit (including, without
limitation, by means of any guarantee) or any capital contribution to (by means
of transfers of property to others, payments for property or services for the
account or use of others, or otherwise), or any purchase or ownership of any
stocks, bonds, notes, debentures or other securities of, any other person.
Notwithstanding the foregoing, in no event shall any issuance of Capital Stock
(other than Disqualified Stock) of the Company in exchange for Capital Stock,
property or assets of another person constitute an Investment by the Company in
such other person.

               "ISP" means any person engaged principally in an Internet Service
Business.


<PAGE>   20
                                      -13-


               "Issue Date" means the original date of issuance of the Notes.

               "Lien" means any mortgage, charge, pledge, lien (statutory or
other), security interest, hypothecation, assignment for security, claim, or
preference or priority or other encumbrance upon or with respect to any property
of any kind. A person shall be deemed to own subject to a Lien any property
which such person has acquired or holds subject to the interest of a vendor or
lessor under any conditional sale agreement, capital lease or other title
retention agreement.

               "March 1998 Notes" means the Company's 10-3/8% Senior Notes due
2005.

               "Market Capitalization" of any person means, as of any day of
determination, the average Closing Price of such person's Common Stock over the
20 consecutive trading days immediately preceding such day. "Closing Price" on
any trading day with respect to the per share price of any shares of Common
Stock means the last reported sale price regular way or, in case no such
reported sale takes place on such day, the average of the reported closing bid
and asked prices regular way, in either case on the New York Stock Exchange or,
if such shares of Common Stock are not listed or admitted to trading on such
exchange, on the principal national securities exchange on which such shares are
listed or admitted to trading or, if not listed or admitted to trading on any
national securities exchange, on the National Association of Securities Dealers
Automated Quotations National Market System or, if such shares are not listed or
admitted to trading on any national securities exchange or quoted on such
automated quotation system but the issuer is a Foreign Company (as defined in
Rule 3b-4(b) under the Exchange Act) and the principal securities exchange on
which such shares are listed or admitted to trading is a Designated Offshore
Securities Market (as defined in Rule 902(a) under the Securities Act), the
average of the reported closing bid and asked prices regular way on such
principal exchange, or, if such shares are not listed or admitted to trading on
any national securities exchange or quoted on such automated quotation system
and the issuer and principal securities exchange do not meet such requirements,
the average of the closing bid and asked prices in the over-the-counter marked
as furnished by any New York Stock Exchange member firm that is selected from
time to time by the Company for that purpose and is reasonably acceptable to the
Trustee.

               "Material Restricted Subsidiary" means any Restricted Subsidiary
of the Company, which, at any date of determination, is a "Significant
Subsidiary" (as that term is defined in Regulation S-X issued under the
Securities Act), but shall, in any event, include (x) any Guarantor or (y) any
Restricted Subsidiary of the Company which, at any date of determination, is an
obligor under any Indebtedness in an aggregate principal amount equal to or
exceeding $15.0 million.

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


<PAGE>   21
                                      -14-


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

               "Net Cash Proceeds" means, with respect to any Asset Sale, the
proceeds thereof in the form of cash (including assumed liabilities and other
items deemed to be cash under the proviso to the first sentence of Section 10.15
hereof) or Cash Equivalents including payments in respect of deferred payment
obligations when received in the form of cash or Cash Equivalents (except to the
extent that such obligations are financed or sold with recourse to the Company
or any Restricted Subsidiary) net of (i) brokerage commissions and other fees
and expenses (including fees and expenses of legal counsel and investment
bankers) related to such Asset Sale, (ii) provisions for all taxes payable as a
result of such Asset Sale, (iii) amounts required to be paid to any person
(other than the Company or any Restricted Subsidiary) owning a beneficial
interest in or having a Permitted Lien on the assets subject to the Asset Sale
and (iv) appropriate amounts to be provided by the Company or any Restricted
Subsidiary, as the case may be, as a reserve required in accordance with GAAP
against any liabilities associated with such Asset Sale and retained by the
Company or any Restricted Subsidiary, as the case may be, after such Asset Sale,
including, without limitation, pension and other post-employment benefit
liabilities, liabilities related to environmental matters and liabilities under
any indemnification obligations associated with such Asset Sale, all as
reflected in an Officers' Certificate delivered to the Trustee.

               "New ISP" means any ISP in which the Company or a Subsidiary of
the Company makes its first Investment after the Issue Date.

               "Non-U.S. Person" has the meaning assigned to such term in
Regulation S.

               "Notes" shall have the meaning specified in the recitals of this
Indenture.

               "November 1998 Notes" means the Company's 11-1/4% Senior Notes
due 2008.

               "Offering Memorandum" means the Offering Memorandum dated
November 16, 1999 pursuant to which the Notes were offered, and any supplement
thereto.

               "Officer" means, with respect to the Company, the Chairman of the
Board, a Vice Chairman, the President, a Vice President, the Secretary, an
Assistant Secretary, the Treasurer or an Assistant Treasurer.

               "Officers' Certificate" means a certificate signed by the
Chairman of the Board, a Vice Chairman, the President or a Vice President, and
by the Secretary, an Assistant Secretary, the Treasurer or an Assistant
Treasurer, of the Company and delivered to the Trustee.


<PAGE>   22
                                      -15-


               "144A Global Note" means a permanent global note in registered
form representing the aggregate principal amount of Notes sold in reliance on
Rule 144A under the Securities Act.

               "Opinion of Counsel" means a written opinion of counsel, who may
be counsel for the Company or the Trustee, and who shall be reasonably
acceptable to the Trustee.

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

               "Outstanding" means, as of the date of determination, all Notes
theretofore authenticated and delivered under this Indenture, except:

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

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

               (iii) Notes with respect to which the Company has effected
     defeasance or covenant defeasance as provided in Article Four, to the
     extent provided in Sections 4.02 and 4.03 hereof; and

               (iv) Notes in exchange for or in lieu of which other Notes have
     been authenticated and delivered pursuant to this Indenture, other than any
     such Notes in respect of which there shall have been presented to the
     Trustee proof satisfactory to it


<PAGE>   23
                                      -16-


     that such Notes are held by a bona fide purchaser in whose hands the Notes
     are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Notes have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Notes owned by
the Company or any other obligor upon the Notes or any Affiliate of the Company
or such other obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Notes that a Responsible Officer of the Trustee knows to be so
owned shall be so disregarded. The Company shall notify the Trustee, in writing,
when it repurchases or otherwise acquires Notes, of the aggregate principal
amount of such Notes so repurchased or otherwise acquired. Notes so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Notes and that the pledgee is not the Company or any other
obligor upon the Notes or any Affiliate of the Company or such other obligor. If
the Paying Agent holds, in its capacity as such, on any Maturity Date or on any
optional redemption date money sufficient to pay all accrued interest and
principal with respect to such Notes payable on that date and is not prohibited
from paying such money to the Holders thereof pursuant to the terms of this
Indenture, then on and after that date such Notes cease to be Outstanding and
interest on them ceases to accrue. Notes may also cease to be Outstanding to the
extent expressly provided in Article Four.

               "Permitted Affiliate Agreement" means each of the Series A
Purchase Agreement, the Series B Purchase Agreement, the Series C Purchase
Agreement and the Stockholders Agreement, each as in effect on the Issue Date.

               "Permitted Credit Facility" means any senior commercial term loan
and/or revolving credit facility (including any letter of credit subfacility)
entered into principally with commercial banks and/or other financial
institutions typically party to commercial loan agreements, including, without
limitation, the Bank Facility.

               "Permitted Equipment Financing" means any credit facility or
other financing arrangement (including in the form of Capitalized Lease
Obligations and guarantees of Indebtedness of Restricted Subsidiaries) entered
into with any vendor or supplier (or any financial institution acting on behalf
of or for the purpose of directly financing purchases from such vendor or
supplier) to the extent the Indebtedness thereunder is incurred for the purpose
of financing the cost (including the cost of design, development, site
acquisition, construction, integration, manufacture or acquisition) of real or
personal property (tangible or intangible) used, or to be used, in an Internet
Service Business.


<PAGE>   24
                                      -17-


               "Permitted Indebtedness" means the following Indebtedness (each
of which shall be given independent effect):

               (a) Indebtedness under the Notes and this Indenture;

               (b) Indebtedness of the Company and/or any Restricted Subsidiary
     outstanding on the Issue Date, including, without limitation, the 1997
     Notes, the March 1998 Notes and the November 1998 Notes;

               (c) (i) Indebtedness of any Restricted Subsidiary owed to and
     held by the Company or a Restricted Subsidiary and (ii) Indebtedness of the
     Company, not secured by any Lien, owed to and held by any Restricted
     Subsidiary; provided that an incurrence of Indebtedness shall be deemed to
     have occurred upon (x) any sale or other disposition (excluding assignments
     as security to financial institutions) of any Indebtedness of the Company
     or a Restricted Subsidiary referred to in this clause (c) to a person
     (other than the Company or a Restricted Subsidiary) or (y) any sale or
     other disposition of Capital Stock of a Restricted Subsidiary, or
     Designation of a Restricted Subsidiary, which holds Indebtedness of the
     Company or another Restricted Subsidiary such that such Restricted
     Subsidiary, in any such case, ceases to be a Restricted Subsidiary;

               (d) Interest Rate Obligations of the Company and/or any
     Restricted Subsidiary relating to Indebtedness of the Company and/or such
     Restricted Subsidiary, as the case may be (which Indebtedness (x) bears
     interest at fluctuating interest rates and (y) is otherwise permitted to be
     incurred under Section 10.11 hereof), but only to the extent that the
     notional principal amount of such Interest Rate Obligations does not exceed
     the principal amount of the Indebtedness (and/or Indebtedness subject to
     commitments) to which such Interest Rate Obligations relate;

               (e) Indebtedness of the Company and/or any Restricted Subsidiary
     in respect of performance bonds of the Company or any Restricted Subsidiary
     or surety bonds provided by the Company or any Restricted Subsidiary
     incurred in the ordinary course of business;

               (f) Indebtedness of the Company and/or any Restricted Subsidiary
     to the extent it represents a replacement, renewal, refinancing or
     extension (a "Refinancing") of outstanding Indebtedness of the Company
     and/or of any Restricted Subsidiary incurred or outstanding pursuant to
     clause (a), (b), (g), (h) or (i) of this definition or the proviso of
     Section 10.11 hereof; provided that (1) Indebtedness of the Company may not
     be Refinanced to such extent under this clause (f) with Indebtedness of any
     Restricted Subsidiary and (2) any such Refinancing shall only be permitted
     under this clause (f) to the extent that (x) it does not result in a lower
     Average Life to Stated


<PAGE>   25
                                      -18-


     Maturity of such Indebtedness as compared with the Indebtedness being
     Refinanced and (y) it does not exceed the sum of the principal amount (or,
     if such Indebtedness provides for a lesser amount to be due and payable
     upon a declaration of acceleration thereof, an amount no greater than such
     lesser amount) of the Indebtedness being Refinanced plus the amount of
     accrued interest thereon and the amount of any reasonably determined
     prepayment premium necessary to accomplish such Refinancing and such
     reasonable fees and expenses incurred in connection therewith;

               (g) Indebtedness of the Company such that, after giving effect to
     the incurrence thereof, the total aggregate principal amount of
     Indebtedness incurred under this clause (g) plus the aggregate principal
     amount of the November 1998 Notes and the Notes outstanding, and any
     Refinancings thereof otherwise incurred in compliance with this Indenture,
     would not exceed 200% of Total Incremental Equity;

               (h) Indebtedness of the Company and/or any Restricted Subsidiary
     incurred under any Permitted Credit Facility and/or Indebtedness of the
     Company represented by Debt Securities of the Company, and any Refinancings
     of the foregoing otherwise incurred in compliance with this Indenture, in
     an aggregate principal amount not to exceed $250.0 million at any time
     outstanding;

               (i) Indebtedness of the Company and/or any Restricted Subsidiary
     incurred under any Permitted Equipment Financing in an aggregate principal
     amount not to exceed the Fair Market Value of the assets acquired with the
     proceeds thereof;

               (j) Acquired Indebtedness or other Indebtedness of the Company
     and/or any Restricted Subsidiary incurred in connection with the
     acquisition of, or an Investment in, a New ISP, including any obligations
     in respect of the deferred purchase price (whether or not subject to a
     contingency) of any such acquisition or Investment, in an aggregate
     principal amount not to exceed $100.0 million at any time outstanding; and

               (k) in addition to the items referred to in clauses (a) through
     (j) above, Indebtedness of the Company and/or the Restricted Subsidiaries
     having an aggregate principal amount not to exceed $50.0 million at any
     time outstanding.

               "Permitted Investments" means (a) Cash Equivalents; (b)
Investments in prepaid expenses, negotiable instruments held for collection and
lease, utility and workers' compensation, performance and other similar
deposits; (c) Interest Rate Obligations incurred in compliance with Section
10.11 hereof; (d) the extension by the Company and the Restricted Subsidiaries
of (i) trade credit to Subsidiaries of the Company and the ISPs, represented by
accounts receivable, extended on usual and customary terms in the ordinary
course of business or (ii) guarantees of commitments for the purchase of goods
or services by any ISP incurred in the ordinary course of business so long as
such guarantees to the extent constituting Indebtedness


<PAGE>   26
                                      -19-


are permitted to be incurred under Section 10.11 hereof; (e) Strategic
Investments; and (f) Investments in Unrestricted Subsidiaries in an amount not
to exceed $50.0 million at any time outstanding.

               "Permitted Liens" means (a) Liens on property of a person
existing at the time such person is merged into or consolidated with the Company
or any Restricted Subsidiary or becomes a Restricted Subsidiary; provided that
such Liens were in existence prior to the contemplation of such merger,
consolidation or acquisition and do not secure any property or assets of the
Company or any Restricted Subsidiary other than the property or assets subject
to the Liens prior to such merger or consolidation or acquisition; (b) Liens
imposed by law, such as carriers', warehousemen's and mechanics' Liens and other
similar Liens arising in the ordinary course of business that secure payment of
obligations not more than 60 days past due or that are being contested in good
faith and by appropriate proceedings; (c) Liens existing on the Issue Date; (d)
Liens for taxes, assessments or governmental charges or claims that are not yet
delinquent or that are being contested in good faith by appropriate proceedings
promptly instituted and diligently conducted; provided that any reserve or other
appropriate provision as shall be required in conformity with GAAP shall have
been made therefor; (e) easements, rights of way, restrictions and other similar
easements, licenses, restrictions on the use of properties, or minor
imperfections of title that, in the aggregate, are not material in amount and do
not in any case materially detract from the properties subject thereto or
interfere with the ordinary conduct of the business of the Company or the
Restricted Subsidiaries; (f) Liens to secure the performance of statutory
obligations, surety or appeal bonds, performance bonds or other obligations of a
like nature incurred in the ordinary course of business; (g) Liens securing any
Permitted Credit Facility or Permitted Equipment Financing; (h) Liens to secure
Indebtedness incurred in compliance with clause (j) of the definition of
"Permitted Indebtedness" to the extent relating to the asset subject of the
particular Asset Acquisition or Investment; (i) Liens to secure any Refinancing
of any Indebtedness secured by Liens referred to in the foregoing clauses (a) or
(c), but only to the extent that such Liens do not extend to any other property
or assets and the principal amount of the Indebtedness secured by such Liens is
not increased; (j) Liens to secure the Notes; and (k) Liens on real property
incurred in connection with the financing of the purchase of such real property
(or incurred within 60 days of purchase) by the Company or any Restricted
Subsidiary.

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

               "Predecessor Note" means, with respect to any particular Note,
every previous Note evidencing all or a portion of the same debt as that
evidenced by such particular Note; and, for the purposes of this definition, any
Note authenticated and delivered under Section 3.06


<PAGE>   27
                                      -20-


hereof in exchange for a mutilated Note or in lieu of a lost, destroyed or
stolen Note shall be deemed to evidence the same debt as the mutilated, lost,
destroyed or stolen Note.

               "Preferred Stock" means, with respect to any person, any and all
shares, interests, participations or other equivalents (however designated) of
such person's preferred or preference stock whether now outstanding, or issued
after the Issue Date, and including, without limitation, all classes and series
of preferred or preference stock of such person.

               "Private Exchange Notes" shall have the meaning specified in the
Registration Rights Agreement.

               "Private Placement Legend" shall mean the first paragraph of the
legend initially set forth in the Notes in the form set forth on Exhibit A-1.

               "Public Capital Stock" means any class of Capital Stock which is
traded on the New York Stock Exchange, the American Stock Exchange or the Nasdaq
National Market.

               "Qualified Institutional Buyer" or "QIB" shall have the meaning
specified in Rule 144A under the Securities Act.

               "Redemption Date" means, with respect to any Note to be redeemed,
the date fixed by the Company for such redemption pursuant to this Indenture and
the Notes.

               "Redemption Price" means, with respect to any Note to be
redeemed, the price fixed for such redemption pursuant to the terms of this
Indenture and the Notes.

               "Refinancing" has the meaning set forth in clause (f) of the
definition of "Permitted Indebtedness."

               "Registrable Securities" shall have the meaning specified in the
Registration Rights Agreement.

               "Registration Rights Agreement" means the Registration Rights
Agreement dated as of November 19, 1999 by and among the Company and the Initial
Purchasers, as the same may be amended, supplemented or otherwise modified from
time to time in accordance with the terms thereof.

               "Regular Record Date" means the Regular Record Date specified in
the Notes.

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


<PAGE>   28
                                      -21-


               "Regulation S Global Note" means a permanent global note in
registered form representing the aggregate principal amount of Notes sold in
reliance on Regulation S under the Securities Act.

               "Responsible Officer" means, with respect to the Trustee, the
chairman or vice chairman of the board of directors, the chairman or vice
chairman of the executive committee of the board of directors, the president,
any vice president, the secretary, any assistant secretary, the treasurer, any
assistant treasurer, the cashier, any assistant cashier, any trust officer or
assistant trust officer, the controller and any assistant controller 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 of the Trustee to whom
any corporate trust matter is referred because of his or her knowledge of and
familiarity with the particular subject.

               "Restricted Note" means a Note that constitutes a "restricted
security" within the meaning of Rule 144(a)(3) under the Securities Act;
provided, however, that the Trustee shall be entitled to request and
conclusively rely on an Opinion of Counsel with respect to whether any Note
constitutes a Restricted Note.

               "Restricted Payment" means any of the following: (i) the
declaration or payment of any dividend or any other distribution on Capital
Stock of the Company or any payment made to the direct or indirect holders (in
their capacities as such) of Capital Stock of the Company (other than dividends
or distributions payable solely in Capital Stock (other than Disqualified Stock)
of the Company or in options, warrants or other rights to purchase Capital Stock
(other than Disqualified Stock) of the Company; (ii) the purchase, redemption or
other acquisition or retirement for value of any Capital Stock of the Company
(other than such Capital Stock owned by the Company or a Wholly Owned Restricted
Subsidiary); (iii) the purchase, redemption, defeasance or other acquisition or
retirement for value prior to any scheduled repayment, sinking fund or maturity
of any Subordinated Indebtedness (other than any Subordinated Indebtedness held
by a Wholly Owned Restricted Subsidiary); or (iv) the making by the Company or
any Restricted Subsidiary of any Investment (other than a Permitted Investment)
in any person (other than an Investment by a Restricted Subsidiary in the
Company or an Investment by the Company or a Restricted Subsidiary in a
Restricted Subsidiary or a person that becomes a Restricted Subsidiary as a
result of such Investment). It is not intended that payments made out of the
deposit account in respect of the Company's 6.75% Series A Convertible Preferred
Stock be considered Restricted Payments.

               "Restricted Subsidiary" means any Subsidiary of the Company that
has not been designated by the Board, by a Board Resolution delivered to the
Trustee, as an Unrestricted Subsidiary pursuant to and in compliance with
Section 10.21 hereof. Any such designation


<PAGE>   29
                                      -22-


may be revoked by a Board Resolution delivered to the Trustee, subject to the
provisions of such covenant.

               "Restricted Subsidiary Indebtedness" means Indebtedness of any
Restricted Subsidiary (i) which is not subordinated to any other Indebtedness of
such Restricted Subsidiary and (ii) in respect of which the Company is not also
obligated (by means of a guarantee or otherwise) other than, in the case of this
clause (ii), Indebtedness under any Permitted Credit Facilities.

               "Revocation" has the meaning set forth under Section 10.21
hereof.

               "Rollup" means an Investment in an Existing ISP or transaction or
series of related transactions as a result of which such Existing ISP becomes a
Restricted Subsidiary or is merged or consolidated with the Company.

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

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

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

               "Securities Act" means the Securities Act of 1933, as amended,
together with the rules and regulations promulgated by the SEC thereunder.

               "Series A Preferred Stock" has the meaning provided in the
Offering Memorandum.

               "Series A Purchase Agreement" has the meaning provided in the
Offering Memorandum.

               "Series B Preferred Stock" has the meaning provided in the
Offering Memorandum.

               "Series B Purchase Agreement" has the meaning provided in the
Offering Memorandum.

               "Series C Preferred Stock" has the meaning provided in the
Offering Memorandum.



<PAGE>   30
                                      -23-

               "Series C Purchase Agreement" has the meaning provided in the
Offering Memorandum.

               "Series D Preferred Stock" has the meaning provided in the
Offering Memorandum.

               "Special Record Date" means, with respect to the payment of any
Defaulted Interest, a date fixed by the Trustee pursuant to Section 3.07 hereof.

               "Stated Maturity" means, with respect to any Note or any
installment of interest thereon, the dates specified in such Note as the fixed
date on which the principal of such Note or such installment of interest is due
and payable and, when used with respect to any other Indebtedness, means the
date specified in the instrument governing such Indebtedness as the fixed date
on which the principal of such Indebtedness, or any installment of interest, is
due and payable.

               "Stockholders Agreement" has the meaning provided in the Offering
Memorandum.

               "Strategic Equity Investor" means any person engaged principally
in one or more communications businesses with a Market Capitalization or
Consolidated Net Worth of at least $1.0 billion.

               "Strategic Investment" means an Investment in any person (other
than an Unrestricted Subsidiary) whose primary business is an Internet Service
Business provided that the Investment is determined by the Board of Directors of
the Company to promote or significantly benefit the business of the Company and
the Restricted Subsidiaries on the date of the Investment.

               "Subordinated Indebtedness" means any Indebtedness of the Company
or any Guarantor which is expressly subordinated in right of payment to any
other Indebtedness of the Company or such Guarantor.

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

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


<PAGE>   31
                                      -24-


               "Total Incremental Equity" means, at any time of determination,
the sum of, without duplication, (i) the aggregate cash proceeds received by the
Company from capital contributions in respect of existing Capital Stock (other
than Disqualified Stock) or the issuance or sale of Capital Stock (other than
Disqualified Stock but including Capital Stock issued upon the conversion of
convertible Indebtedness or from the exercise of options, warrants or rights to
purchase Capital Stock (other than Disqualified Stock)) subsequent to the Issue
Date, other than to a Subsidiary of the Company, plus (ii) the Fair Market Value
(determined at the time of issuance) of any Capital Stock (other than
Disqualified Stock) of the Company issued as consideration for the acquisition
of Capital Stock of an ISP (other than the acquisition of Capital Stock of an
Existing ISP), plus (iii) the Fair Market Value (determined at the time of
issuance) of any Capital Stock (other than Disqualified Stock) of the Company
issued as consideration for the acquisition of Capital Stock of an Existing ISP
in a transaction as a result of which the Existing ISP becomes a Wholly Owned
Restricted Subsidiary, plus (iv) the aggregate cash proceeds received by the
Company or any Restricted Subsidiary from the sale, disposition or repayment (in
whole or in part) of any Investment that is or was made after the Issue Date and
that constitutes a Restricted Payment that has been deducted from Total
Incremental Equity pursuant to clause (v) below in an amount equal to the lesser
of (a) the return of capital with respect to the applicable portion of such
Investment and (b) the cost of the applicable portion of such Investment, in
either case, less the cost of the disposition of such Investment, minus (v) the
aggregate amount of all Restricted Payments declared or made on and after the
Issue Date (other than a Restricted Payment made pursuant to clauses (iii) or
(vii) of the third paragraph of Section 10.13 hereof) plus (vi) the amount, as
of the Issue Date, of the "Total Incremental Equity" as defined and determined
under the indenture governing the terms of the November 1998 Notes.

               "Trust Indenture Act" or "TIA" means the Trust Indenture Act of
1939, as amended.

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

               "Unrestricted Notes" means one or more Notes that do not and are
not required to bear the Private Placement Legend in the form set forth in
Exhibit A, including, without limitation, the Exchange Notes.

               "Unrestricted Subsidiary" means any Subsidiary of the Company
designated as such pursuant to and in compliance with Section 10.21 hereof. Any
such designation may be revoked by a Board Resolution delivered to the Trustee,
subject to the provisions of such covenant.


<PAGE>   32
                                      -25-


               "Voting Stock" means, with respect to any person, the Capital
Stock of any class or kind ordinarily having the power to vote for the election
of directors or other members of the governing body of such person.

               "Wholly Owned Restricted Subsidiary" means any Restricted
Subsidiary of which 99% or more of the outstanding Capital Stock is owned by the
Company or another Wholly Owned Restricted Subsidiary; provided NorthWestNet
shall be deemed a Wholly Owned Restricted Subsidiary notwithstanding its
existing stock option plan and any stock options issued thereunder. For the
purposes of this definition, any directors' qualifying shares or investments by
foreign nationals mandated by applicable law shall be disregarded in determining
the ownership of a Restricted Subsidiary.

               "WorldCom" means WorldCom, Inc. (and its successors by merger or
consolidation) and its controlled Affiliates.

               Section 1.02. Other Definitions.

<TABLE>
<CAPTION>
                                                                      Defined in
               Term                                                    Section
               ----                                                   ----------
               <S>                                                    <C>
               "Act"                                                       1.05
               "Affiliate Transaction"                                    10.14
               "Agent Member"                                              3.16
               "Asset Sale Offer"                                         10.15
               "Asset Sale Offer Purchase Date"                           10.15
               "assumed liabilities"                                      10.15
               "Change of Control Date"                                   10.10
               "Change of Control Offer"                                  10.10
               "Change of Control Payment Date"                           10.10
               "covenant defeasance"                                       4.03
               "Defaulted Interest"                                        3.07
               "defeasance"                                                4.02
               "Defeased Notes"                                            4.01
               "Designation"                                              10.21
               "Designation Amount"                                       10.21
               "Event of Default"                                          5.01
               "Excess Proceeds"                                          10.15
               "Guarantee"                                                10.18
               "Guarantor"                                                10.18
               "incur"                                                    10.11
               "insolvent person"                                          4.04
               "Note Register"                                             3.05
               "Offer Excess Proceeds"                                    10.15
               "Paying Agent" or "Agent"                                   3.02
               "Physical Notes"                                            3.03
               "Registrar"                                                 3.02
               "Replacement Assets"                                       10.15
               "Restricted Period"                                         3.17
               "Revocation"                                               10.21
               "surviving entity"                                          8.01
</TABLE>


<PAGE>   33
                                      -26-


               Section 1.03. Rules of Construction.

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

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

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

               (c) all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with GAAP;

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

               (e) all references to "$" or "dollars" refer to the lawful
     currency of the United States of America; and

               (f) the words "include", "included" and "including" as used
     herein are deemed in each case to be followed by the phrase "without
     limitation".

               Section 1.04. Form of Documents Delivered to Trustee.

               In any case where several matters are required to be certified
by, or covered by an opinion of, any specified person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such
person, or that they be so certified or covered by only one document, but one
such person may certify or give an opinion with respect to some matters


<PAGE>   34
                                      -27-


and one or more other persons as to other matters, and any such person may
certify or give an opinion as to such matters in one or several documents.

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

               Where any person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated, with
proper identification of each matter covered therein, and form one instrument.

               Section 1.05. Acts of Holders.

               (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution (as provided below in
subsection (b) of this Section 1.05) of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 6.01 hereof) conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section.

               (b) The fact and date of the execution by any person of any such
instrument or writing may be proved in any reasonable manner which the Trustee
deems sufficient.

               (c) The ownership of Notes shall be proved by the Note Register.

               (d) Any request, demand, authorization, direction, notice,
consent, waiver or other action by the Holder of any Note shall bind every
future Holder of the same Note or the Holder of every Note issued upon the
transfer thereof or in exchange therefor or in lieu


<PAGE>   35
                                      -28-


thereof to the same extent as the original Holder, in respect of anything done,
suffered or omitted to be done by the Trustee, any Paying Agent or the Company
in reliance thereon, whether or not notation of such action is made upon such
Note.

               Section 1.06. Notices, etc., to the Trustee and the Company.

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

               (a) the Trustee by any Holder or by the Company shall be
     sufficient for every purpose hereunder if made, given, furnished or filed,
     in writing, to or with the Trustee at the Corporate Trust Office,
     Attention: Corporate Trust Department or at any other address previously
     furnished in writing to the Holders and the Company by the Trustee; or

               (b) the Company by the Trustee or by any Holder shall be
     sufficient for every purpose (except as otherwise expressly provided
     herein) hereunder if in writing and mailed, first-class postage prepaid, to
     the Company addressed to it at Verio Inc., 8005 South Chester Street, Suite
     200, Englewood, Colorado 80112, Attention: Chief Executive Officer, or at
     any other address previously furnished in writing to the Trustee by the
     Company.

               Section 1.07. Notice to Holders; Waiver.

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

               In case by reason of the suspension of regular mail service or by
reason of any other cause, it shall be impracticable to mail notice of any event
as required by any provision


<PAGE>   36
                                      -29-


of this Indenture, then any method of giving such notice as shall be
satisfactory to the Trustee shall be deemed to be a sufficient giving of such
notice.

               Section 1.08. Conflict with Trust Indenture Act.

               If any provision hereof limits, qualifies or conflicts with any
provision of the Trust Indenture Act or another provision which is required or
deemed to be included in this Indenture by any of the provisions of the Trust
Indenture Act, such provision or requirement of the Trust Indenture Act shall
control.

               If any provision of this Indenture modifies or excludes any
provision of the Trust Indenture Act that may be so modified or excluded, the
latter provision shall be deemed to apply to this Indenture as so modified or
excluded, as the case may be.

               Section 1.09. Effect of Headings and Table of Contents.

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

               Section 1.10. Successors and Assigns.

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

               Section 1.11. Separability Clause.

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

               Section 1.12. Benefits of Indenture.

               Nothing in this Indenture or in the Notes issued pursuant hereto,
express or implied, shall give to any person (other than the parties hereto and
their successors hereunder, any Paying Agent and the Holders) any benefit or any
legal or equitable right, remedy or claim under this Indenture.

               Section 1.13. GOVERNING LAW.

               THIS INDENTURE, THE NOTES AND ANY GUARANTEE SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.


<PAGE>   37
                                      -30-


               Section 1.14. No Recourse Against Others.

               A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under
the Notes or this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation.

               Section 1.15. Independence of Covenants.

               All covenants and agreements in this Indenture shall be given
independent effect so that if a particular action or condition is not permitted
by any of such covenants, the fact that it would be permitted by an exception
to, or be otherwise within the limitations of, another covenant shall not avoid
the occurrence of a Default if such action is taken or condition exists.

               Section 1.16. Exhibits.

               All exhibits attached hereto are by this reference made a part
hereof with the same effect as if herein set forth in full.

               Section 1.17. Counterparts.

               This Indenture may be executed in any number of counterparts and
by telecopier, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

               Section 1.18. Duplicate Originals.

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


                                   ARTICLE TWO

                                   NOTE FORMS


               Section 2.01. Form and Dating.

               The Notes and the Trustee's certificate of authentication with
respect thereto shall be in substantially the forms set forth, or referenced, in
Exhibit A-1 and Exhibit A-2, respectively, annexed hereto, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may


<PAGE>   38
                                      -31-


be required to comply with any applicable law or with the rules of the
Depository, any clearing agency or any securities exchange or as may,
consistently herewith, be determined by the officers executing such Notes, as
evidenced by their execution thereof.

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

               Each Note shall be dated the date of its issuance and shall show
the date of its authentication. The terms and provisions contained in the Notes
shall constitute, and are expressly made, a part of this Indenture.


                                  ARTICLE THREE

                                    THE NOTES


               Section 3.01. Title and Terms.

               The aggregate principal amount of Notes which may be
authenticated and delivered under this Indenture is limited to $400,000,000 in
aggregate principal amount of Notes, except for Notes authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Notes pursuant to Section 3.03, 3.04, 3.05, 3.06, 9.06, 10.10 or 10.15
hereof.

               The final Stated Maturity of the Notes shall be November 15,
2009, and the Notes shall bear interest at the rate of 10-5/8% per annum from
the Issue Date or from the most recent Interest Payment Date to which interest
has been paid, as the case may be, payable semi-annually thereafter on May 15
and November 15, in each year, commencing on May 15, 2000, to the Holders of
record at the close of business on the May 1 and November 1, respectively,
immediately preceding such Interest Payment Dates, until the principal thereof
is paid or duly provided for. Interest on any overdue principal, interest (to
the extent lawful) or premium, if any, shall be payable on demand.

               At the election of the Company, the entire Indebtedness on the
Notes or certain of the Company's obligations and covenants and certain Events
of Default thereunder may be defeased as provided in Article Four.


<PAGE>   39
                                      -32-


               Section 3.02. Registrar and Paying Agent.

               The Company shall maintain an office or agency (which shall be
located in the Borough of Manhattan in The City of New York, State of New York)
where Notes may be presented for registration of transfer or for exchange (the
"Registrar"), an office or agency (which shall be located in the Borough of
Manhattan in The City of New York, State of New York) where Notes may be
presented for payment (the "Paying Agent" or "Agent") and an office or agency
where notices and demands to or upon the Company in respect of the Notes and
this Indenture may be served. The Registrar shall keep a register of the Notes
and of their transfer and exchange. The Company may have one or more
co-registrars and one or more additional paying agents. The term "Paying Agent"
or "Agent" includes any additional paying agent. The Company may act as its own
Paying Agent, except for the purposes of payments on account of principal on the
Notes pursuant to Sections 10.10 and 10.15 hereof.

               The Company shall enter into an appropriate agency agreement with
any Agent not a party to this Indenture, which shall incorporate the provisions
of the Trust Indenture Act. The agreement shall implement the provisions of this
Indenture that relate to such Agent. The Company shall notify the Trustee of the
name and address of any such Agent. If the Company fails to maintain a Registrar
or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as
such and shall be entitled to appropriate compensation in accordance with
Section 6.07 hereof.

               The Company initially appoints the Trustee as the Registrar and
Paying Agent and agent for service of notices and demands in connection with the
Notes.

               Section 3.03. Execution and Authentication.

               The Initial Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A-1 hereto. The Exchange Notes and
the Trustee's certificate of authentication relating thereto shall be
substantially in the form of Exhibit A-2 hereto. The Notes may have notations,
legends or endorsements required by law, stock exchange rule or usage. The
Company shall approve the form of the Notes and any notation, legend or
endorsement thereon. Each Note shall be dated the date of issuance and shall
show the date of its authentication.

               The terms and provisions contained in the Notes annexed hereto as
Exhibits A-1 and A-2 shall constitute, and are hereby expressly made, a part of
this Indenture and, to the extent applicable, 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.

               Notes offered and sold in reliance on Rule 144A and Notes offered
and sold in reliance on Regulation S shall be issued initially in the form of
one or more Global Notes,


<PAGE>   40
                                      -33-


substantially in the form set forth in Exhibit A-1, deposited with the Trustee,
as custodian for the Depository, duly executed by the Company and authenticated
by the Trustee as hereinafter provided and shall bear the legend set forth in
Exhibit B. The aggregate principal amount of the Global Notes may from time to
time be increased or decreased by adjustments made on the records of the
Trustee, as custodian for the Depository, as hereinafter provided.

               Notes (i) offered and sold to institutional "accredited
investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act) and (ii) issued in exchange for interests in a Global Note pursuant to
Section 3.17 hereof may be issued in the form of permanent certificated Notes in
registered form in substantially the form set forth in Exhibit A-1 (the
"Physical Notes").

               All Notes offered and sold in reliance on Regulation S shall
remain in the form of a Global Note until the consummation of the Exchange Offer
pursuant to the Registration Rights Agreement; provided, however, that all of
the time periods specified in the Registration Rights Agreement to be complied
with by the Company have been so complied with.

               Two Officers, or an Officer and an Assistant Secretary, shall
sign, or one Officer shall sign, and one Officer or an Assistant Secretary (each
of whom shall, in each case, have been duly authorized by all requisite
corporate actions) shall attest to, the Notes for the Company by manual or
facsimile `signature.

               If an Officer or Assistant Secretary whose signature is on a Note
was an Officer or Assistant Secretary at the time of such execution but no
longer holds that office or position at the time the Trustee authenticates the
Note, the Note shall nevertheless be valid.

               The Trustee shall authenticate (i) Initial Notes for original
issue in an aggregate principal amount not to exceed $400,000,000, (ii) Private
Exchange Notes from time to time only in exchange for a like principal amount of
Initial Notes and (iii) Unrestricted Notes from time to time only in exchange
for (a) a like principal amount of Initial Notes or (b) a like principal amount
of Private Exchange Notes, in each case upon a written order of the Company in
the form of an Officers' Certificate of the Company. Each such written order
shall specify the amount of Notes to be authenticated and the date on which the
Notes are to be authenticated, whether the Notes are to be Initial Notes,
Private Exchange Notes or Unrestricted Notes and whether (subject to this
Section 3.03) the Notes are to be issued as Physical Notes or Global Notes and
such other information as the Trustee may reasonably request. The aggregate
principal amount of Notes Outstanding at any time may not exceed $400,000,000,
except as provided in Section 3.06 hereof.

               Notwithstanding the foregoing, all Notes issued under this
Indenture shall vote and consent together on all matters (as to which any of
such Notes may vote or consent) as


<PAGE>   41
                                      -34-


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 reasonably
acceptable to the Company to authenticate Notes. Unless otherwise provided in
the appointment, 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 the Company and Affiliates of the Company.

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

               Section 3.04. Temporary Notes.

               Until definitive Notes are prepared and ready for delivery, the
Company may execute and upon a Company Order the Trustee shall authenticate and
deliver temporary Notes. Temporary Notes shall be substantially in the form of
definitive Notes, in any authorized denominations, but may have variations that
the Company reasonably considers appropriate for temporary Notes as conclusively
evidenced by the Company's execution of such temporary Notes.

               If temporary Notes are issued, the Company will cause definitive
Notes to be prepared without unreasonable delay but in no event later than the
date that the Exchange Offer is consummated. After the preparation of definitive
Notes, the temporary Notes shall be exchangeable for definitive Notes upon
surrender of the temporary Notes at the office or agency of the Company
designated for such purpose pursuant to Section 10.02 hereof, without charge to
the Holder. Upon surrender for cancellation of any one or more temporary Notes,
the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a like principal amount of definitive Notes of like tenor and
of authorized denominations. Until so exchanged the temporary Notes shall in all
respects be entitled to the same benefits under this Indenture as definitive
Notes.

               Section 3.05. Transfer and Exchange.

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


<PAGE>   42
                                      -35-


               When Notes are presented to the Registrar or a co-Registrar with
a request from the Holder of such Notes to register the transfer or exchange for
an equal principal amount of Notes of other authorized denominations, the
Registrar shall register the transfer or make the exchange as requested;
provided, however, that every Note presented or surrendered for registration of
transfer or exchange shall be duly endorsed or be accompanied by a written
instrument of transfer or exchange in form satisfactory to the Company and the
Registrar, duly executed by the Holder thereof or his attorney duly authorized
in writing. Whenever any Notes are so presented for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Notes which the
Holder making the exchange is entitled to receive. No service charge shall be
made to the Noteholder for any registration of transfer or exchange. The Company
may require from the Noteholder payment of a sum sufficient to cover any
transfer taxes or other governmental charge that may be imposed in relation to a
transfer or exchange, but this provision shall not apply to any exchange
pursuant to Section 10.10, 10.15 or 9.06 hereof (in which events the Company
will be responsible for the payment of all such taxes which arise solely as a
result of the transfer or exchange and do not depend on the tax status of the
Holder). The Trustee shall not be required to exchange or register the transfer
of any Note for a period of 15 days immediately preceding the first mailing of
notice of redemption of Notes to be redeemed or of any Note selected, called or
being called for redemption except, in the case of any Note where public notice
has been given that such Note is to be redeemed in part, the portion thereof not
to be redeemed.

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

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

               Section 3.06. Mutilated, Destroyed, Lost and Stolen Notes.

               If a mutilated Note is surrendered to the Trustee or if the
Holder of a Note of any series claims that the Note has been lost, destroyed or
wrongfully taken, the Company shall execute and upon a Company Order, the
Trustee shall authenticate and deliver a replacement Note of like tenor and
principal amount, bearing a number not contemporaneously outstanding if the
Holder of such Note furnishes to the Company and to the Trustee evidence
reasonably acceptable to them of the ownership and the destruction, loss or
theft of such Note and an indemnity bond shall be posted by such Holder,
sufficient in the judgment of the Company


<PAGE>   43
                                      -36-


or the Trustee, as the case may be, to protect the Company, the Trustee or any
Agent from any loss that any of them may suffer if such Note is replaced. The
Company may charge such Holder for the Company's expenses in replacing such Note
(including (i) expenses of the Trustee charged to the Company and (ii) any tax
or other governmental charge that may be imposed) and the Trustee may charge the
Company for the Trustee's expenses in replacing such Note.

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

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

               Section 3.07. Payment of Interest; Interest Rights Preserved.

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

               Any interest on any Note which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date and interest on such
defaulted interest at the then applicable interest rate borne by the Notes, to
the extent lawful (such defaulted interest and interest thereon herein
collectively called "Defaulted Interest") shall forthwith cease to be payable to
the Holder on the Regular Record Date; and such Defaulted Interest may be paid
by the Company, at its election in each case, as provided in subsection (a) or
(b) below:

               (a) The Company may elect to make payment of any Defaulted
     Interest to the persons in whose names the Notes (or their respective
     Predecessor Notes) are registered at the close of business on a Special
     Record Date for the payment of such Defaulted Interest, which shall be
     fixed in the following manner. The Company shall notify the Trustee in
     writing of the amount of Defaulted Interest proposed to be paid on each
     Note and the date of the proposed payment, and at the same time the Company
     shall deposit with the Trustee an amount of money equal to the aggregate
     amount proposed to be paid in respect of such Defaulted Interest or shall
     make arrangements satisfactory to the Trustee for such deposit prior to the
     date of the proposed payment, such money when deposited to be held in trust
     for the benefit of the persons entitled to such Defaulted Interest as
     provided in this subsection (a). Thereupon the Trustee shall fix a


<PAGE>   44
                                      -37-


     Special Record Date for the payment of such Defaulted Interest which shall
     be not more than 15 days and not less than 10 days prior to the date of the
     proposed payment and not less than 10 days after the receipt by the Trustee
     of the notice of the proposed payment. The Trustee shall promptly notify
     the Company in writing of such Special Record Date. In the name and at the
     expense of the Company, the Trustee shall cause notice of the proposed
     payment of such Defaulted Interest and the Special Record Date therefor to
     be mailed, first-class postage prepaid, to each Holder at its address as it
     appears in the Note Register, not less than 10 days prior to such Special
     Record Date. Notice of the proposed payment of such Defaulted Interest and
     the Special Record Date therefor having been so mailed, such Defaulted
     Interest shall be paid to the persons in whose names the Notes (or their
     respective Predecessor Notes) are registered on such Special Record Date
     and shall no longer be payable pursuant to the following subsection (b).

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

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

               Section 3.08. Persons Deemed Owners.

               Prior to and at the time of due presentment for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the person in whose name any Note is registered in the Note Register
as the owner of such Note for the purpose of receiving payment of principal of,
premium, if any, and (subject to Section 3.07 hereof) interest on such Note and
for all other purposes whatsoever, whether or not such Note shall be overdue,
and neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

               Section 3.09. Cancellation.

               All Notes surrendered for payment, redemption, registration of
transfer or exchange shall be delivered to the Trustee and, if not already
canceled, shall be promptly canceled by it. The Company may at any time deliver
to the Trustee for cancellation any Notes previously authenticated and delivered
hereunder which the Company may have acquired in


<PAGE>   45
                                      -38-


any manner whatsoever, and all Notes so delivered shall be promptly canceled by
the Trustee. The Registrar and the Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer or exchange, redemption
or payment. The Trustee and no one else shall cancel all Notes surrendered for
registration of transfer, exchange, payment, replacement or cancellation. No
Notes shall be authenticated in lieu of or in exchange for any Notes canceled as
provided in this Section 3.09 hereof, except as expressly permitted by this
Indenture. All canceled Notes held by the Trustee shall be destroyed and
certification of their destruction delivered to the Company unless by a Company
Order the Company shall direct that the canceled Notes be returned to it. The
Trustee shall provide the Company a list of all Notes that have been canceled
from time to time as requested by the Company.

               Section 3.10. Computation of Interest.

               Interest on the Notes shall be computed on the basis of a 360-day
year of twelve 30-day months and, in the case of a partial month, the actual
number of days elapsed.

               Section 3.11. Legal Holidays.

               In any case where any Interest Payment Date, Redemption Date,
date established for the payment of Defaulted Interest or Stated Maturity of any
Note shall not be a Business Day, then (notwithstanding any other provision of
this Indenture or of the Notes) payment of principal, premium, if any, or
interest need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the Interest Payment
Date, Redemption Date, date established for the payment of Defaulted Interest or
at the Stated Maturity, as the case may be. In such event, no interest shall
accrue with respect to such payment for the period from and after such Interest
Payment Date, Redemption Date, date established for the payment of Defaulted
Interest or Stated Maturity, as the case may be, to the next succeeding Business
Day and, with respect to any Interest Payment Date, interest for the period from
and after such Interest Payment Date shall accrue with respect to the next
succeeding Interest Payment Date.

               Section 3.12. CUSIP and CINS Numbers.

               The Company in issuing the Notes may use "CUSIP" and "CINS"
numbers (if then generally in use), and if so, the Trustee shall use the CUSIP
or CINS numbers, as the case may be, in notices of redemption or exchange as a
convenience to Holders; provided, however, that any such notice may state that
no representation is made as to the correctness or accuracy of the CUSIP or CINS
number, as the case may be, printed in the notice or on the Notes, and that
reliance may be placed only on the other identification numbers printed on the
Notes. The Company shall promptly notify the Trustee in writing of any change in
the CUSIP or CINS number of any type of Notes.


<PAGE>   46
                                      -39-


               Section 3.13. Paying Agent To Hold Money in Trust.

               Each Paying Agent shall hold in trust for the benefit of the
Noteholders or the Trustee all money held by the Paying Agent for the payment of
principal of, premium, if any, or interest on the Notes, and shall notify the
Trustee of any default by the Company in making any such payment. Money held in
trust by the Paying Agent need not be segregated except as required by law and
in no event shall the Paying Agent be liable for any interest on any money
received by it hereunder. The Company at any time may require the Paying Agent
to pay all money held by it to the Trustee and account for any funds disbursed
and the Trustee may at any time during the continuance of any Event of Default,
upon a Company Order to the Paying Agent, require such Paying Agent to pay
forthwith all money so held by it to the Trustee and to account for any funds
disbursed. Upon making such payment, the Paying Agent shall have no further
liability for the money delivered to the Trustee.

               Section 3.14. Treasury Notes.

               In determining whether the Holders of the required aggregate
principal amount of Notes have concurred in any direction, waiver, consent or
notice, Notes owned by the Company or an Affiliate of the Company shall be
considered as though they are not Outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes which the Trustee actually knows are so
owned shall be so considered. The Company shall notify the Trustee, in writing,
when it or any of its Affiliates repurchases or otherwise acquires Notes, of the
aggregate principal amount of such Notes so repurchased or otherwise acquired.

               Section 3.15. Deposits of Monies.

               Prior to 12:00 p.m. noon New York City time on each Interest
Payment Date, maturity date, Change of Control Payment Date and Asset Sale Offer
Purchase Date, the Company shall have deposited with the Paying Agent in
immediately available funds money sufficient to make cash payments, if any, due
on such Interest Payment Date, maturity date, Change of Control Payment Date and
Asset Sale Offer Purchase Date, as the case may be, in a timely manner which
permits the Paying Agent to remit payment to the Holders on such Interest
Payment Date, maturity date, Change of Control Payment Date and Asset Sale Offer
Purchase Date, as the case may be.

               Section 3.16. Book-Entry Provisions for Global Notes.

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


<PAGE>   47
                                      -40-


               Members of, or participants in, the Depository ("Agent Members")
shall have no rights under this Indenture with respect to any Global Note held
on their behalf by the Depository, or the Trustee as its custodian, or under the
Global Note, and the Depository may be treated by the Company, the Trustee and
any agent of the Company or the Trustee as the absolute owner of the Global Note
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Company, the Trustee or any agent of the Company or the Trustee from
giving effect to any written certification, proxy or other authorization
furnished by the Depository or impair, as between the Depository and its Agent
Members, the operation of customary practices governing the exercise of the
rights of a Holder of any Note.

               (b) Transfers of Global Notes shall be limited to transfers in
whole, but not in part, to the Depository, its successors or their respective
nominees. Interests of beneficial owners in the Global Notes may be transferred
or exchanged for Physical Notes in accordance with the rules and procedures of
the Depository and the provisions of Sections 3.03 and 3.17 hereof. In addition,
Physical Notes shall be transferred to all beneficial owners in exchange for
their beneficial interests in Global Notes if (i) the Depository notifies the
Company that it is unwilling or unable to continue as Depository for any Global
Note, or that it will cease to be a "Clearing Agency" under the Exchange Act,
and in either case a successor Depository is not appointed by the Company within
90 days of such notice or (ii) an Event of Default has occurred and is
continuing and the Registrar has received a written request from the Depository
to issue Physical Notes.

               (c) In connection with any transfer or exchange of a portion of
the beneficial interest in any Global Note to beneficial owners pursuant to
paragraph (b), the Registrar shall (if one or more Physical Notes are to be
issued) reflect on its books and records the date and a decrease in the
principal amount of the Global Note in an amount equal to the principal amount
of the beneficial interest in the Global Note to be transferred, and the Company
shall execute, and the Trustee shall authenticate and deliver, one or more
Physical Notes of like tenor and principal amount of authorized denominations.

               (d) In connection with the transfer of Global Notes as an
entirety to beneficial owners pursuant to paragraph (b), the Global Notes shall
be deemed to be surrendered to the Trustee for cancellation, and the Company
shall execute, and the Trustee shall authenticate and deliver, to each
beneficial owner identified by the Depository in exchange for its beneficial
interest in the Global Notes, an equal aggregate principal amount at maturity of
Physical Notes of like tenor of authorized denominations.

               (e) Any Physical Note constituting a Restricted Note delivered in
exchange for an interest in a Global Note pursuant to subparagraph (b), (c) or
(d) of this Section 3.16 shall, except as otherwise provided by Section 3.17
hereof, bear the Private Placement Legend.


<PAGE>   48
                                      -41-


               (f) The Holder of any Global Note may grant proxies and otherwise
authorize any person, including Agent Members and persons that may hold
interests through Agent Members, to take any action which a Holder is entitled
to take under this Indenture or the Notes.

               Section 3.17. Special Transfer Provisions.

               (a) Transfers to Non-QIB Institutional Accredited Investors. The
following additional provisions shall apply with respect to the registration of
any proposed transfer of an Initial Note to any Institutional Accredited
Investor which is not a QIB:

               (i) the Registrar shall register the transfer of any Initial
     Note, whether or not such Note bears the Private Placement Legend, if (x)
     the requested transfer is after the second anniversary of the Issue Date;
     provided, however, that neither the Company nor any Affiliate of the
     Company has held any beneficial interest in such Note, or portion thereof,
     at any time on or prior to the second anniversary of the Issue Date and
     such transfer can otherwise be lawfully made under the Securities Act
     without registering such Initial Notes thereunder or (y) the proposed
     transferee has delivered to the Registrar a certificate substantially in
     the form of Exhibit C hereto and any legal opinions and certifications
     required thereby;

               (ii) if the proposed transferor is an Agent Member seeking to
     transfer an interest in a Global Note, upon receipt by the Registrar of (x)
     written instructions given in accordance with the Depository's and the
     Registrar's procedures and (y) the appropriate certificate, if any,
     required by clause (y) of paragraph (i) above, together with any required
     legal opinions and certifications, the Registrar shall register the
     transfer and reflect on its books and records the date and a decrease in
     the principal amount of the Global Note from which such interests are to be
     transferred in an amount equal to the principal amount of the Notes to be
     transferred and the Company shall execute and upon a Company Order, the
     Trustee shall authenticate Physical Notes in a principal amount equal to
     the principal amount of the Global Note to be transferred.

               (b) Transfers to Non-U.S. Persons. The following additional
provisions shall apply with respect to the registration of any proposed transfer
of an Initial Note to any Non-U.S. Person:

               (i) the Registrar shall register the transfer of any Initial
     Note, whether or not such Note bears the Private Placement Legend, if (x)
     the requested transfer is after the second anniversary of the Issue Date;
     provided, however, that neither the Company nor any Affiliate of the
     Company has held any beneficial interest in such Note, or portion thereof,
     at any time on or prior to the second anniversary of the Issue Date and


<PAGE>   49
                                      -42-


     such transfer can otherwise be lawfully made under the Securities Act
     without registering such Initial Notes thereunder or (y) the proposed
     transferor has delivered to the Registrar a certificate substantially in
     the form of Exhibit D hereto;

               (ii) if the proposed transferee is an Agent Member and the Notes
     to be transferred consist of Physical Notes which after transfer are to be
     evidenced by an interest in the Regulation S Global Note upon receipt by
     the Registrar of (x) written instructions given in accordance with the
     Depository's and the Registrar's procedures and (y) the appropriate
     certificate, if any, required by clause (y) of paragraph (i) above,
     together with any required legal opinions and certifications, the Registrar
     shall register the transfer and reflect on its books and records the date
     and an increase in the principal amount of the Regulation S Global Note in
     an amount equal to the principal amount of Physical Notes to be
     transferred, and the Trustee shall cancel the Physical Notes so
     transferred;

               (iii) if the proposed transferor is an Agent Member seeking to
     transfer an interest in a Global Note, upon receipt by the Registrar of (x)
     written instructions given in accordance with the Depository's and the
     Registrar's procedures and (y) the appropriate certificate, if any,
     required by clause (y) of paragraph (i) above, together with any required
     legal opinions and certifications, the Registrar shall register the
     transfer and reflect on its books and records the date and (a) a decrease
     in the principal amount of the Global Note from which such interests are to
     be transferred in an amount equal to the principal amount of the Notes to
     be transferred and (b) an increase in the principal amount of the
     Regulation S Global Note in an amount equal to the principal amount of the
     Global Note to be transferred; and

               (iv) until the 41st day after the Issue Date (the "Restricted
     Period"), an owner of a beneficial interest in the Regulation S Global Note
     may not transfer such interest to a transferee that is a U.S. person or for
     the account or benefit of a U.S. person within the meaning of Rule 902(o)
     of the Securities Act. During the Restricted Period, all beneficial
     interests in the Regulation S Global Note shall be transferred only through
     Cedel or Euroclear, either directly if the transferor and transferee are
     participants in such systems, or indirectly through organizations that are
     participants.

               (c) Transfers to QIBs. The following provisions shall apply with
respect to the registration of any proposed transfer of an Initial Note to a QIB
(excluding Non-U.S. Persons):

               (i) the Registrar shall register the transfer of any Initial
     Note, whether or not such Note bears the Private Placement Legend, if (x)
     the requested transfer is after the second anniversary of the Issue Date;
     provided, however, that neither the Company nor any Affiliate of the
     Company has held any beneficial interest in such Note, or portion


<PAGE>   50
                                      -43-


     thereof, at any time on or prior to the second anniversary of the Issue
     Date and such transfer can otherwise be lawfully made under the Securities
     Act without registering such Initial Note thereunder or (y) such transfer
     is being made by a proposed transferor who has checked the box provided for
     on the form of Note stating, or has otherwise advised the Company and the
     Registrar in writing, that the sale has been made in compliance with the
     provisions of Rule 144A to a transferee who has signed the certification
     provided for on the form of Note stating, or has otherwise advised the
     Company and the Registrar in writing, that it is purchasing the Note for
     its own account or an account with respect to which it exercises sole
     investment discretion and that it and any such account is a QIB within the
     meaning of Rule 144A, and is aware that the sale to it is being made in
     reliance on Rule 144A and acknowledges that it has received such
     information regarding the Company as it has requested pursuant to Rule 144A
     or has determined not to request such information and that it is aware that
     the transferor is relying upon its foregoing representations in order to
     claim the exemption from registration provided by Rule 144A;

               (ii) if the proposed transferee is an Agent Member and the Notes
     to be transferred consist of Physical Notes which after transfer are to be
     evidenced by an interest in the 144A Global Note, upon receipt by the
     Registrar of written instructions given in accordance with the Depository's
     and the Registrar's procedures, the Registrar shall register the transfer
     and reflect on its book and records the date and an increase in the
     principal amount of the 144A Global Note in an amount equal to the
     principal amount of Physical Notes to be transferred, and the Trustee shall
     cancel the Physical Note so transferred; and

               (iii) if the proposed transferor is an Agent Member seeking to
     transfer an interest in a Global Note, upon receipt by the Registrar of
     written instructions given in accordance with the Depository's and the
     Registrar's procedures, the Registrar shall register the transfer and
     reflect on its books and records the date and (a) a decrease in the
     principal amount of the Global Note from which interests are to be
     transferred in an amount equal to the principal amount of the Notes to be
     transferred and (b) an increase in the principal amount of the 144A Global
     Note in an amount equal to the principal amount of the Global Note to be
     transferred.

               (d) Private Placement Legend. Upon the registration of transfer,
exchange or replacement of Notes not bearing the Private Placement Legend, the
Registrar shall deliver Notes that do not bear the Private Placement Legend.
Upon the registration of transfer, exchange or replacement of Notes bearing the
Private Placement Legend, the Registrar shall deliver only Notes that bear the
Private Placement Legend unless (i) the circumstances contemplated by paragraph
(a)(i)(x) of this Section 3.17 exist, (ii) there is delivered to the Registrar
an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to
the effect


<PAGE>   51
                                      -44-


that neither such legend nor the related restrictions on transfer are required
in order to maintain compliance with the provisions of the Securities Act or
(iii) such Note has been sold pursuant to an effective registration statement
under the Securities Act.

               (e) Other Transfers. If a Holder proposes to transfer a Note
constituting a Restricted Note pursuant to any exemption from the registration
requirements of the Securities Act other than as provided for by Section
3.17(a), (b) and (c) hereof, the Registrar shall only register such transfer or
exchange if such transferor delivers an Opinion of Counsel satisfactory to the
Company and the Registrar that such transfer is in compliance with the
Securities Act and the terms of this Indenture; provided, however, that the
Company may, based upon the opinion of its counsel, instruct the Registrar by a
Company Order not to register such transfer in any case where the proposed
transferee is not a QIB, Non-U.S. person or Institutional Accredited Investor.

               (f) General. By its acceptance of any Note bearing the Private
Placement Legend, each Holder of such a Note acknowledges the restrictions on
transfer of such Note set forth in this Indenture and in the Private Placement
Legend and agrees that it will transfer such Note only as provided in this
Indenture.

               The Registrar shall retain copies of all letters, notices and
other written communications received pursuant to Section 3.16 hereof or this
Section 3.17. The Company shall have the right to inspect and make copies of all
such letters, notices or other written communications at any reasonable time
upon the giving of reasonable prior written notice to the Registrar.


                                  ARTICLE FOUR

                        DEFEASANCE OR COVENANT DEFEASANCE


               Section 4.01. Company's Option To Effect Defeasance or Covenant
                             Defeasance.

               The Company may, at its option by Board Resolution, at any time,
with respect to the Notes, elect to have either Section 4.02 or Section 4.03
hereof be applied to all of the Outstanding Notes (the "Defeased Notes"), upon
compliance with the conditions set forth below in this Article Four.


<PAGE>   52
                                      -45-


               Section 4.02. Defeasance and Discharge.

               Upon the Company's exercise under Section 4.01 hereof of the
option applicable to this Section 4.02, the Company shall be deemed to have been
discharged from their obligations with respect to the Defeased Notes on the date
the conditions set forth below are satisfied (hereinafter, "defeasance"). For
this purpose, such defeasance means that the Company shall be deemed to have
paid and discharged the entire indebtedness represented by the Defeased Notes,
which shall thereafter be deemed to be "Outstanding" only for the purposes of
Section 4.05 and the other Sections of this Indenture referred to in (a) and (b)
below, and to have satisfied all its other obligations under such Notes and this
Indenture insofar as such Notes are concerned (and the Trustee, at the expense
of the Company, and, upon Company Request, shall execute proper instruments
acknowledging the same), except for the following, which shall survive until
otherwise terminated or discharged hereunder: (a) the rights of Holders of
Defeased Notes to receive, solely from the trust fund described in Section 4.04
hereof and as more fully set forth in such Section, payments in respect of the
principal of, premium, if any, and interest on such Notes when such payments are
due, (b) the Company's obligations with respect to such Defeased Notes under
Sections 3.04, 3.05, 3.06, 10.02 and 10.03 hereof, (c) the rights, powers,
trusts, duties and immunities of the Trustee hereunder, including, without
limitation, the Trustee's rights under Section 6.07 hereof, and (d) this Article
Four. Subject to compliance with this Article Four, the Company may exercise its
option under this Section 4.02 notwithstanding the prior exercise of its option
under Section 4.03 hereof with respect to the Notes.

               Section 4.03. Covenant Defeasance.

               Upon the Company's exercise under Section 4.01 hereof of the
option applicable to this Section 4.03, the Company shall be released from its
obligations under any covenant or provision contained in Sections 10.06 through
10.23 hereof and the provisions of Articles Eight shall not apply, with respect
to the Defeased Notes, on and after the date the conditions set forth below are
satisfied (hereinafter, "covenant defeasance"), and the Defeased Notes shall
thereafter be deemed not to be "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. For this purpose, such covenant
defeasance means that, with respect to the Defeased 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 Section or Article, whether directly or
indirectly, by reason of any reference elsewhere herein to any such Section or
Article or by reason of any reference in any such Section or Article 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 5.01(iii) or
(iv) hereof, but, except as specified above, the remainder of this Indenture and
such Defeased Notes shall be unaffected thereby.


<PAGE>   53
                                      -46-


               Section 4.04. Conditions to Defeasance or Covenant Defeasance.

               The following shall be the conditions to application of either
Section 4.02 or Section 4.03 hereof to the Defeased Notes:

               (1) The Company shall irrevocably have deposited or caused to be
     deposited with the Trustee (or another trustee satisfying the requirements
     of Section 6.09 hereof who shall agree to comply with the provisions of
     this Article Four applicable to it) as trust funds in trust for the purpose
     of making the following payments, specifically pledged as security for, and
     dedicated solely to, the benefit of the Holders of such Notes, (a) cash in
     an amount, or (b) U.S. Government Obligations which through the scheduled
     payment of principal, premium, if any, and interest in respect thereof in
     accordance with their terms will provide, not later than one day before the
     due date of any payment, money in an amount, or (c) a combination thereof,
     in any such case, sufficient, in the opinion of a nationally recognized
     firm of independent public accountants expressed in a written certification
     thereof delivered to the Trustee, to pay and discharge, and which shall be
     applied by the Trustee (or other qualifying trustee) to pay and discharge,
     the principal of, premium, if any, and interest on the Defeased Notes at
     the Stated Maturity of such principal or installment of principal, premium,
     if any, or interest; provided, however, that the Trustee shall have been
     irrevocably instructed to apply such cash or the proceeds of such U.S.
     Government Obligations to said payments with respect to the Notes;

               (2) No Default shall have occurred and be continuing on the date
     of such deposit or, insofar as Section 5.01(viii) hereof is concerned, at
     any time during the period ending on the ninety-first day after the date of
     such deposit (it being understood that this condition shall not be deemed
     satisfied until the expiration of such period);

               (3) Neither the Company nor any Subsidiary of the Company is an
     "insolvent person" within the meaning of any applicable Bankruptcy Law on
     the date of such deposit or at any time during the period ending on the
     ninety-first day after the date of such deposit (it being understood that
     this condition shall not be deemed satisfied until the expiration of such
     period);

               (4) Such defeasance or covenant defeasance shall not cause the
     Trustee for the Notes to have a conflicting interest in violation of
     Section 6.08 hereof and for purposes of the Trust Indenture Act with
     respect to any securities of the Company;

               (5) Such defeasance or covenant defeasance shall not result in a
     breach or violation of, or constitute a default under, this Indenture or
     any other material agreement or instrument to which the Company is a party
     or by which it is bound;


<PAGE>   54
                                      -47-


               (6) In the case of an election under Section 4.02 hereof, the
     Company shall have delivered to the Trustee an Opinion of Counsel stating
     that (x) the Company has received from, or there has been published by, the
     Internal Revenue Service a ruling or (y) since the date hereof, there has
     been a change in the applicable Federal income tax law, in either case to
     the effect that, and based thereon such opinion 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 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 defeasance had not
     occurred;

               (7) In the case of an election under Section 4.03 hereof, the
     Company shall have delivered to the Trustee an Opinion of Counsel to the
     effect 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;

               (8) The Company shall have delivered to the Trustee, an Opinion
     of Counsel to the effect that, immediately following the ninety-first day
     after the deposit, the trust funds established pursuant to this Article
     will not be subject to the effect of any applicable bankruptcy, insolvency,
     reorganization or similar laws affecting creditors' rights generally under
     any applicable U.S. Federal or state law;

               (9) The Company shall have delivered to the Trustee an Officers'
     Certificate stating that the deposit made by the Company pursuant to its
     election under Section 4.02 or 4.03 hereof was not made by the Company with
     the intent of preferring the Holders over the other creditors of the
     Company or with the intent of defeating, hindering, delaying or defrauding
     creditors of the Company or others; and

               (10) The Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that (i) all conditions
     precedent (other than conditions requiring the passage of time) provided
     for relating to either the defeasance under Section 4.02 or the covenant
     defeasance under Section 4.03 (as the case may be) have been complied with
     as contemplated by this Section 4.04 and (ii) if any other Indebtedness of
     the Company shall then be outstanding or committed, such defeasance or
     covenant defeasance will not violate the provisions of the agreements or
     instruments evidencing such Indebtedness.

               Opinions required to be delivered under this Section may have
such qualifications as are customary for opinions of the type required and
reasonably acceptable to the Trustee.


<PAGE>   55
                                      -48-


               Section 4.05. Deposited Money and U.S. Government Obligations To
                             Be Held in Trust; Other Miscellaneous Provisions.

               Subject to the proviso of the last paragraph of Section 10.03,
all money and U.S. Government Obligations (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee, collectively for
purposes of this Section 4.05, the "Trustee") pursuant to Section 4.04 in
respect of the Defeased 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 (other than the Company) as
the Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium, if any, and interest, but
such money need not be segregated from other funds except to the extent required
by law.

               The Company shall pay and indemnify the Trustee and hold it
harmless against any tax, fee or other charge imposed on or assessed against the
U.S. Government Obligations deposited pursuant to Section 4.04 or the principal,
premium, if any, 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
Defeased Notes.

               Anything in this Article Four to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in
Section 4.04 which, in the opinion of an internationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent defeasance or covenant
defeasance.

               Section 4.06. Reinstatement.

               If the Trustee or Paying Agent is unable to apply any money or
U.S. Government Obligations in accordance with Section 4.02 or 4.03 hereof, as
the case may be, by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the obligations of the Company under this Indenture and the Notes shall be
revived and reinstated as though no deposit had occurred pursuant to Section
4.02 or 4.03 hereof, as the case may be, until such time as the Trustee or
Paying Agent is permitted to apply all such money and U.S. Government
Obligations in accordance with Section 4.02 or 4.03 hereof, as the case may be;
provided, however, that if the Company makes any payment of principal, 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 and U.S. Government Obligations held by the
Trustee or Paying Agent.


<PAGE>   56
                                      -49-


                                  ARTICLE FIVE

                                    REMEDIES


               Section 5.01. Events of Default.

               "Event of Default", wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

               (i) default in the payment of interest on the Notes when it
     becomes due and payable and continuance of such default for a period of 30
     days or more; or

               (ii) default in the payment of the principal of, or premium, if
     any, on the Notes when due; or

               (iii) default in the performance, or breach, of any covenant
     described under Section 10.10, Section 10.15 or Article Eight; or

               (iv) default in the performance, or breach, of any term, covenant
     or agreement in the Notes, this Indenture (other than defaults specified in
     clause (i), (ii) or (iii) above) and continuance of such default or breach
     for a period of 30 days or more after written notice to the Company by the
     Trustee or to the Company and the Trustee by the holders of at least 25% in
     aggregate principal amount of the Outstanding Notes (in each case, when
     such notice is deemed received in accordance with this Indenture); or

               (v) failure to perform any term, covenant, condition or provision
     of one or more classes or issues of Indebtedness in an aggregate principal
     amount of $15.0 million or more under which the Company or a Material
     Restricted Subsidiary is obligated, and either (a) such Indebtedness is
     already due and payable in full or (b) such failure results in the
     acceleration of the maturity of such Indebtedness; or

               (vi) any holder of at least $15.0 million in aggregate principal
     amount of Indebtedness of the Company or any Material Restricted Subsidiary
     shall commence judicial proceedings or take any other action to foreclose
     upon or dispose of assets of the Company or any Material Restricted
     Subsidiary having an aggregate Fair Market Value, individually or in the
     aggregate, of $15.0 million or more or shall have exercised any right under
     applicable law or applicable security documents to take ownership of any
     such assets in lieu of foreclosure; provided that, in any such case, the


<PAGE>   57
                                      -50-


     Company or any Material Restricted Subsidiary shall not have obtained,
     prior to any such foreclosure or disposition of assets, a stay of all such
     actions that remains in effect; or

               (vii) one or more judgments, orders or decrees for the payment of
     money of $15.0 million or more, either individually or in the aggregate,
     shall be entered into against the Company or any Material Restricted
     Subsidiary or any of their respective properties and shall not be
     discharged and there shall have been a period of 60 days or more during
     which a stay of enforcement of such judgment or order, by reason of pending
     appeal or otherwise, shall not be in effect; or

               (viii) the Company or any Material Restricted Subsidiary of the
     Company pursuant to or under or within the meaning of any Bankruptcy Law;
     or

                    (A) commences a voluntary case or proceeding;

                    (B) consents to the making of a Bankruptcy Order in an
               involuntary case or proceeding or the commencement of any case
               against it;

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

                    (D) makes a general assignment for the benefit of its
               creditors;

                    (E) files an answer or consent seeking reorganization or
               relief;

                    (F) shall admit in writing its inability to pay its debts
               generally; or

                    (G) consents to the filing of a petition in bankruptcy; or

               (ix) a court of competent jurisdiction in any involuntary case or
     proceeding enters a Bankruptcy Order against the Company or any Material
     Restricted Subsidiary, and such Bankruptcy Order remains unstayed and in
     effect for 60 consecutive days; or

               (x) a Custodian shall be appointed out of court with respect to
     the Company or any Material Restricted Subsidiary or with respect to all or
     any substantial part of the assets or properties of the Company or any
     Material Restricted Subsidiary.

               Section 5.02. Acceleration of Maturity; Rescission and Annulment.

               If an Event of Default (other than an Event of Default specified
in clause (viii), (ix) or (x) of Section 5.01 hereof with respect to the
Company) occurs and is continuing, then the Trustee or the holders of at least
25% in principal amount of the Outstanding Notes may,


<PAGE>   58
                                      -51-


by written notice, and the Trustee upon the request of the holders of not less
than 25% in principal amount of the Outstanding Notes shall, declare the
principal amount of, premium (if any) on, and any accrued and unpaid interest
on, all outstanding Notes to be immediately due and payable and upon any such
declaration such amounts shall become immediately due and payable. If an Event
of Default specified in clause (viii), (ix) or (x) above with respect to the
Company occurs and is continuing, then the principal amount of, premium (if any)
on, and any accrued and unpaid interest on, all 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.

               After a declaration of acceleration, the holders of a majority in
aggregate principal amount of Outstanding Notes may, by notice to the Trustee,
rescind such declaration of acceleration if all existing Events of Default,
other than nonpayment of the principal of, premium (if any) on, and any accrued
and unpaid interest on, the Notes that has become due solely as a result of such
acceleration, have been cured or waived and if the rescission of acceleration
would not conflict with any judgment or decree.

               Section 5.03. Collection of Indebtedness and Suits for
                             Enforcement by Trustee.

               The Company covenants that if an Event of Default specified in
Section 5.01(i) or 5.01(ii) shall have occurred and be continuing, the Company
will, upon demand of the Trustee, pay to the Trustee, for the benefit of the
Holders of such Notes, the whole amount then due and payable on such Notes for
principal, premium, if any, and interest, with interest upon the overdue
principal, premium, if any, and, to the extent that payment of such interest
shall be legally enforceable, upon overdue installments of interest, at the rate
then borne by the Notes; and, in addition thereto, such further amount as shall
be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

               If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may,
but is not obligated under this paragraph to, institute a judicial proceeding
for the collection of the sums so due and unpaid and may, but is not obligated
under this paragraph to, prosecute such proceeding to judgment or final decree,
and may, but is not obligated under this paragraph to, enforce the same against
the Company or any other obligor upon the Notes and collect the moneys adjudged
or decreed to be payable in the manner provided by law out of the property of
the Company or any other obligor upon the Notes, wherever situated.

               If an Event of Default occurs and is continuing, the Trustee may
in its discretion, but is not obligated under this paragraph to, (i) proceed to
protect and enforce its rights and the rights of the Holders under this
Indenture by such appropriate private or judicial proceedings


<PAGE>   59
                                      -52-


as the Trustee shall deem most effectual to protect and enforce such rights,
whether for the specific enforcement of any covenant or agreement contained in
this Indenture or in aid of the exercise of any power granted herein or (ii)
proceed to protect and enforce any other proper remedy. No recovery of any such
judgment upon any property of the Company shall affect or impair any rights,
powers or remedies of the Trustee or the Holders.

               Section 5.04. Trustee May File Proofs of Claims.

               In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor upon the
Notes or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Notes shall
then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise,

               (a) to file and prove a claim for the whole amount of principal,
     premium, if any, and interest owing and unpaid in respect of the Notes and
     to file such 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, fees, expenses, disbursements and advances of the
     Trustee, its agents and counsel) and of the Holders allowed in such
     judicial proceeding, and

               (b) to collect and receive any moneys or other property payable
     or deliverable on any such claims and to distribute the same;

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 the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.07 hereof.

               Nothing herein contained shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding.

               Section 5.05. Trustee May Enforce Claims Without Possession of
                             Notes.

               All rights of action and claims under this Indenture or the Notes
may be prosecuted and enforced by the Trustee without the possession of any of
the Notes or the production


<PAGE>   60
                                      -53-


thereof in any proceeding relating thereto, and any such proceeding instituted
by the Trustee shall be brought in its own name and as trustee of an express
trust, and any recovery of judgment shall, after provision for the payment of
the reasonable compensation, fees, expenses, disbursements and advances of the
Trustee, its agents and counsel, be for the ratable benefit of the Holders of
the Notes in respect of which such judgment has been recovered.

               Section 5.06. Application of Money Collected.

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

               First: to the Trustee for amounts due under Section 6.07;

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

               Third: to Holders for principal and premium, if any, amounts
     owing under the Notes, ratably, without preference or priority of any kind,
     according to the amounts due and payable on the Notes for principal and
     premium, if any; and

               Fourth: the balance, if any, to the Company.

               The Trustee, upon prior written notice to the Company, may fix a
record date and payment date for any payment to Noteholders pursuant to this
Section 5.06.

               Section 5.07. Limitation on Suits.

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

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

               (b) the Holders of not less than 25% in principal amount of the
     Outstanding Notes shall have made written request to the Trustee to
     institute proceedings in respect of such Event of Default in its own name
     as Trustee hereunder;


<PAGE>   61
                                      -54-


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

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

               (e) no direction inconsistent with such written request has been
     given to the Trustee during such 60-day period by the Holders of a majority
     in aggregate principal amount of the Outstanding Notes;

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

               Section 5.08. Unconditional Right of Holders To Receive
                             Principal, Premium and Interest.

               Notwithstanding any other provision in this Indenture, the Holder
of any Note shall have the right, which is absolute and unconditional, to
receive cash payment of the principal of, premium, if any, and (subject to
Section 3.07 hereof) interest on such Note on the respective Stated Maturities
expressed in such Note (or, in the case of redemption, on the respective
Redemption Date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such Holder.

               Section 5.09. Restoration of Rights and Remedies.

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

               Section 5.10. Rights and Remedies Cumulative.

               Except as provided in Section 3.06, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or


<PAGE>   62
                                      -55-


remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

               Section 5.11. Delay or Omission Not Waiver.

               No delay or omission of the Trustee or of any Holder of any Note
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article Five or by
law to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

               Section 5.12. Control by Majority.

               The Holders of a majority in aggregate principal amount of the
Outstanding Notes shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee, provided, however, that:

               (a) such direction shall not be in conflict with any rule of law
     or with this Indenture or any Note or expose the Trustee to personal
     liability; and

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

               Section 5.13. Waiver of Past Defaults.

               The Holders of not less than a majority in aggregate principal
amount of the Outstanding Notes may on behalf of the Holders of all the Notes
waive any past Default hereunder and its consequences, except a Default

               (a) in the payment of the principal of, premium, if any, or
     interest on any Note or

               (b) in respect of a covenant or provision hereof which under
     Article Nine cannot be modified or amended without the consent of the
     Holder of each Outstanding Note affected thereby.

               Upon any such waiver, such Default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture;


<PAGE>   63
                                      -56-


but no such waiver shall extend to any subsequent or other Default or Event of
Default or impair any right consequent thereon.

               Section 5.14. Undertaking for Costs.

               All parties to this Indenture agree, and each Holder of any Note
by his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 5.14 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of the Outstanding Notes, or to
any suit instituted by any Holder for the enforcement of the payment of the
principal of, premium, if any, or interest on any Note on or after the
respective Stated Maturities expressed in such Note (or, in the case of
redemption, on or after the respective Redemption Dates).

               Section 5.15. Waiver of Stay, Extension or Usury Laws.

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

               Section 5.16. Unconditional Right of Holders To Receive Payment.

               Notwithstanding any other provision in this Indenture and any
other provision of any Note, the right of any Holder of any Note to receive
payment of the principal of, premium, if any, and interest on such Note on or
after the respective Stated Maturities (or the respective Redemption Dates, in
the case of redemption) expressed in such Note, or after such respective dates,
shall not be impaired or affected without the consent of such Holder.


<PAGE>   64
                                      -57-


                                   ARTICLE SIX

                                   THE TRUSTEE


               Section 6.01. Certain Duties and Responsibilities.

               (a) Except during the continuance of an Event of Default,

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

               (2) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture; but in
     the case of any such certificates or opinions which by provision hereof are
     specifically required to be furnished to the Trustee, the Trustee shall be
     under a duty to examine the same to determine whether or not they conform
     to the requirements of this Indenture.

               (b) During the existence of an Event of Default, the Trustee is
required to exercise such rights and powers vested in it under this Indenture
and use the same degree of care and skill in its exercise thereof as a prudent
person would exercise under the circumstances in the conduct of such person's
own affairs.

               (c) No provision of this Indenture shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it.

               (d) Whether or not therein expressly so provided, every provision
of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section 6.01.

               Section 6.02. Notice of Defaults.

               Within 45 days after the occurrence of any Default, the Trustee
shall transmit by mail to all Holders, as their names and addresses appear in
the Note Register, notice of


<PAGE>   65
                                      -58-


such Default hereunder known to the Trustee, unless such Default shall have been
cured or waived; provided, however, that, except in the case of a Default in the
payment of the principal of, premium, if any, or interest on any Note, the
Trustee shall be protected in withholding such notice if and so long as a trust
committee of Responsible Officers of the Trustee in good faith determines that
the withholding of such notice is in the interest of the Holders.

               Section 6.03. Certain Rights of Trustee.

               Subject to Section 6.01 hereof and the provisions of Section 315
of the Trust Indenture Act:

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

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

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

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

               (e) the Trustee shall not be liable for any action taken or
     omitted by it in good faith and believed by it to be authorized or within
     the discretion, rights or powers conferred upon it by this Indenture other
     than any liabilities arising out of its own negligence;

               (f) the Trustee shall not be bound to make any investigation into
     the facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     approval, appraisal, bond, debenture, note, coupon, security, other
     evidence of indebtedness or other paper or document unless requested in
     writing so to do by the Holders of not less than a majority in aggregate
     principal


<PAGE>   66
                                      -59-


     amount of the Notes then Outstanding; provided, however, that, if the
     payment within a reasonable time to the Trustee of the costs, expenses or
     liabilities likely to be incurred by it in the making of such investigation
     is, in the opinion of the Trustee, not reasonably assured to the Trustee by
     the security afforded to it by the terms of this Indenture, the Trustee may
     require reasonable indemnity against such expenses or liabilities as a
     condition to proceeding; the reasonable expenses of every such
     investigation shall be paid by the Company or, if paid by the Trustee or
     any predecessor Trustee, shall be repaid by the Company upon demand;
     provided, further, the Trustee in its discretion may make such further
     inquiry or investigation into such facts or matters as it may deem fit,
     and, if the Trustee shall determine to make such further inquiry or
     investigation, it shall be entitled to examine the books, records and
     premises of the Company, personally or by agent or attorney; and

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

               (h) Except with respect to Section 10.01, the Trustee shall have
     no duty to inquire as to the performance of the Company's covenants in
     Article Ten. In addition, the Trustee shall not be deemed to have knowledge
     of any Default or Event of Default except (i) any Event of Default
     occurring pursuant to Sections 5.01(i), 5.01(ii) and 10.01 or (ii) any
     Default or Event of Default of which the Trustee shall have received
     written notification or obtained actual knowledge.

               Section 6.04. Trustee Not Responsible for Recitals, Dispositions
                             of Notes or Application of Proceeds Thereof.

               The recitals contained herein and in the Notes, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Notes except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Notes and
perform its obligations hereunder and that the statements made by it in a
Statement of Eligibility and Qualification on Form T-1, if any, to be supplied
to the Company are true and accurate subject to the qualifications set forth
therein. The Trustee shall not be accountable for the use or application by the
Company of Notes or the proceeds thereof.

               Section 6.05. Trustee and Agents May Hold Notes; Collections;
                             Etc.

               The Trustee, any Paying Agent, Registrar or any other agent of
the Company, in its individual or any other capacity, may become the owner or
pledgee of Notes, with the


<PAGE>   67
                                      -60-


same rights it would have if it were not the Trustee, Paying Agent, Registrar or
such other agent and, subject to Section 6.08 hereof and Sections 310 and 311 of
the Trust Indenture Act, may otherwise deal with the Company and receive,
collect, hold and retain collections from the Company with the same rights it
would have if it were not the Trustee, Paying Agent, Registrar or such other
agent.

               Section 6.06. Money Held in Trust.

               All moneys received by the Trustee shall, until used or applied
as herein provided, be held in trust for the purposes for which they were
received, but need not be segregated from other funds except to the extent
required herein or by law. The Trustee shall not be under any liability for
interest on any moneys received by it hereunder.

               Section 6.07. Compensation and Indemnification of Trustee and Its
                             Prior Claim.

               The Company covenants and agrees: (a) to pay to the Trustee from
time to time, and the Trustee shall be entitled to, reasonable compensation for
all services rendered by it hereunder (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust); (b) to reimburse the Trustee and each predecessor Trustee upon its
request for all reasonable expenses, fees, disbursements and advances incurred
or made by or on behalf of it in accordance with any of the provisions of this
Indenture (including the reasonable compensation, fees, and the expenses and
disbursements of its counsel and of all agents and other persons not regularly
in its employ), except any such expense, disbursement or advance as may arise
from its negligence or bad faith; and (c) to indemnify the Trustee and each
predecessor Trustee for, and to hold it harmless against, any loss, liability or
expense incurred without negligence or bad faith on its part, arising out of or
in connection with the acceptance or administration of this Indenture or in
respect of the trusts hereunder and its duties hereunder, including enforcement
of this Section 6.07. The obligations of the Company under this Section to
compensate and indemnify the Trustee and each predecessor Trustee and to pay or
reimburse the Trustee and each predecessor Trustee for expenses, fees,
disbursements and advances shall constitute an additional obligation hereunder
and shall survive the satisfaction and discharge of this Indenture. To secure
the obligations of the Company to the Trustee under this Section 6.07, the
Trustee shall have a prior Lien upon all property and funds held or collected by
the Trustee as such, except funds and property paid by the Company and held in
trust for the benefit of the Holders of particular Notes.

               Section 6.08. Conflicting Interests.

               The Trustee shall be subject to and comply with the provisions of
Section 310(b) of the Trust Indenture Act.


<PAGE>   68
                                      -61-


               Section 6.09. Corporate Trustee Required; Eligibility.

               There shall at all times be a Trustee hereunder which shall be
eligible to act as Trustee under Trust Indenture Act Sections 310(a)(1) and (2)
and which shall have a combined capital and surplus of at least $25,000,000, and
have a Corporate Trust Office in the Borough of Manhattan in The City of New
York, State of New York. If such corporation publishes reports of condition at
least annually, pursuant to law or to the requirements of any Federal, state,
territorial or District of Columbia supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section,
the Trustee shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

               Section 6.10. Resignation and Removal; Appointment of Successor
Trustee.

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

               (b) The Trustee, or any trustee or trustees hereinafter
appointed, may at any time resign by giving written notice thereof to the
Company at least 20 Business Days prior to the date of such proposed
resignation. Upon receiving such notice of resignation, the Company shall
promptly appoint a successor trustee by written instrument executed by authority
of the Board, a copy of which shall be delivered to the resigning Trustee and a
copy to the successor Trustee. If an instrument of acceptance by a successor
Trustee shall not have been delivered to the Trustee within 20 Business Days
after the giving of such notice of resignation, the resigning Trustee may, or
(if an instrument of acceptance by a successor Trustee shall not have been
delivered to the Trustee within 30 Business Days after the giving of such notice
of resignation) any Holder who has been a bona fide Holder of a Note for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee. Such court may thereupon, after such notice, if any, as it may deem
proper, appoint a successor Trustee.

               (c) The Trustee may be removed at any time by an Act of the
Holders of a majority in principal amount of the Outstanding Notes, delivered to
the Trustee and to the Company.

               (d) If at any time:

               (1) the Trustee shall fail to comply with the provisions of
     Section 310(b) of the Trust Indenture Act in accordance with Section 6.08
     hereof after written request


<PAGE>   69
                                      -62-


     therefor by the Company or by any Holder who has been a bona fide Holder of
     a Note for at least six months, or

               (2) the Trustee shall cease to be eligible under Section 6.09
     hereof and shall fail to resign after written request therefor by the
     Company or by any Holder who has been a bona fide Holder of a Note for at
     least six months, or

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

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

               (e) If the Trustee shall resign, be removed or become incapable
of acting, or if a vacancy shall occur in the office of Trustee for any cause,
the Company, by a Board Resolution, shall promptly appoint a successor Trustee.
If, within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Notes delivered to
the Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment, become the successor Trustee
and supersede the successor Trustee appointed by the Company. If no successor
Trustee shall have been so appointed by the Company or the Holders of the Notes
and accepted appointment in the manner hereinafter provided, the Holder of any
Note who has been a bona fide Holder for at least six months may, subject to
Section 5.14, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee.

               (f) The Company shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor Trustee by mailing
written notice of such event by first-class mail, postage prepaid, to the
Holders of Notes as their names and addresses appear in the Note Register. Each
notice shall include the name of the successor Trustee and the address of its
Corporate Trust Office.


<PAGE>   70
                                      -63-


               Section 6.11. Acceptance of Appointment by Successor.

               Every successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee as if originally named as
Trustee hereunder; but, nevertheless, on the written request of the Company or
the successor Trustee, upon payment of amounts due it pursuant to Section 6.07,
such retiring Trustee shall duly assign, transfer and deliver to the successor
Trustee all moneys and property at the time held by it hereunder and shall
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers, duties and obligations of the retiring Trustee. Upon request of
any such successor Trustee, the Company shall execute any and all instruments
for more fully and certainly vesting in and confirming to such successor Trustee
all such rights and powers. Any Trustee ceasing to act shall, nevertheless,
retain a prior claim upon all property or funds held or collected by such
Trustee to secure any amounts then due it pursuant to the provisions of Section
6.07.

               No successor Trustee with respect to the Notes shall accept
appointment as provided in this Section 6.11 unless at the time of such
acceptance such successor Trustee shall be eligible to act as Trustee under this
Article.

               Upon acceptance of appointment by any successor Trustee as
provided in this Section 6.11, the successor shall give notice thereof to the
Holders of the Notes, by mailing such notice to such Holders at their addresses
as they shall appear on the Note Register. If the acceptance of appointment is
substantially contemporaneous with the resignation, then the notice called for
by the preceding sentence may be combined with the notice called for by Section
6.10. If the Company fails to give such notice within 10 days after acceptance
of appointment by the successor Trustee, the successor Trustee shall cause such
notice to be given at the expense of the Company.

               Section 6.12. Merger, Conversion, Amalgamation, Consolidation or
                             Succession to Business.

               Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated or amalgamated, or any corporation
resulting from any merger, conversion, amalgamation or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder without the execution or filing of any paper
or any further act on the part of any of the parties hereto, provided such
corporation shall be eligible under this Article Six to serve as Trustee
hereunder.


<PAGE>   71
                                      -64-


               In case at the time such successor to the Trustee under this
Section 6.12 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 under this
Section 6.12 may authenticate such Notes either in the name of any predecessor
hereunder or in the name of the successor Trustee; and in all such cases such
certificate 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 been
authenticated.


                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY


               Section 7.01. Preservation of Information; Company To Furnish
Trustee Names and Addresses of Holders.

               (a) The Trustee shall preserve the names and addresses of the
Noteholders and otherwise comply with TIA Section 312(a). If the Trustee is not
the Registrar, the Company shall furnish or cause the Registrar to furnish to
the Trustee 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 Noteholders.
Neither the Company nor the Trustee shall be under any responsibility with
regard to the accuracy of such list.

               (b) The Company will furnish or cause to be furnished to the
Trustee

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

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

provided, however, that if and so long as the Trustee shall be the Registrar, no
such list need be furnished pursuant to this Subsection 7.01(b).


<PAGE>   72
                                      -65-


               Section 7.02. Communications of Holders.

               Holders may communicate with other Holders with respect to their
rights under this Indenture or under the Notes pursuant to Section 312(b) of the
Trust Indenture Act. The Company and the Trustee and any and all other persons
benefited by this Indenture shall have the protection afforded by Section 312(c)
of the Trust Indenture Act.

               Section 7.03. Reports by Trustee.

               Within 60 days after May 15 of each year commencing with the
first May 15 following the date of this Indenture, the Trustee shall mail to all
Holders, as their names and addresses appear in the Note Register, a brief
report dated as of such May 15, in accordance with, and to the extent required
under Section 313 of the Trust Indenture Act. At the time of its mailing to
Holders, a copy of each such report shall be filed by the Trustee with the
Company, the SEC and with each stock exchange on which the Notes are listed. The
Company shall notify the Trustee when the Notes are listed on any stock
exchange.

               Section 7.04. Reports by Company.

               The Company shall:

               (a) file with the SEC the copies of annual reports and of the
     information, documents and other reports (or copies of such portions of any
     of the foregoing as the SEC may from time to time by rules and regulations
     prescribe) required to be filed with the SEC pursuant to Section 13 or
     Section 15 of the Exchange Act, whether or not the Company has a class of
     securities registered under the Exchange Act;

               (b) file with the Trustee within 15 days after it files or would
     be required to file the information specified in subsection (a) of this
     Section 7.04 reports and documents with the SEC copies of such information;

               (c) file with the Trustee and the SEC in accordance with rules
     and regulations prescribed from time to time by the SEC, such additional
     information, documents and reports with respect to compliance by the
     Company with the conditions and covenants of this Indenture as may be
     required from time to time by such rules and regulations; and

               (d) transmit by mail to all Holders, as their names and addresses
     appear in the Note Register, within 30 days after the filing thereof with
     the Trustee, such summaries of any information, documents and reports
     required to be filed by the Company pursuant to subsections (a) and (c) of
     this Section as may be required by rules and regulations prescribed from
     time to time by the SEC.


<PAGE>   73
                                      -66-


               Notwithstanding anything to the contrary herein, the Trustee
shall have no duty to review information provided pursuant to subsection (b) of
this Section 7.04 for purposes of determining compliance with any provisions of
this Indenture.


                                  ARTICLE EIGHT

                   CONSOLIDATION, MERGER, SALE OF ASSETS, ETC.


               Section 8.01. Company May Consolidate, etc., Only on Certain
                             Terms.

               The Company will not (i) consolidate or combine with or merge
with or into or, directly or indirectly, sell, assign, convey, lease, transfer
or otherwise dispose of all or substantially all of its properties and assets to
any person or persons in a single transaction or through a series of
transactions, or (ii) permit any of the Restricted Subsidiaries to enter into
any such transaction or series of transactions if it would result in the
disposition of all or substantially all of the properties or assets of the
Company and the Restricted Subsidiaries on a consolidated basis, unless, in the
case of either (i) or (ii), (a) the Company shall be the continuing person or,
if the Company is not the continuing person, the resulting, surviving or
transferee person (the "surviving entity") shall be a company organized and
existing under the laws of the United States or any State or territory thereof;
(b) the surviving entity shall expressly assume all of the obligations of the
Company under the Notes, and this Indenture, and shall, if required by law to
effectuate such assumption, execute a supplemental indenture to effect such
assumption, which supplemental indenture shall be delivered to the Trustee and
shall be in form and substance reasonably satisfactory to the Trustee; (c)
immediately after giving effect to such transaction or series of transactions on
a pro forma basis (including, without limitation, any Indebtedness incurred or
anticipated to be incurred in connection with or in respect of such transaction
or series of transactions), the Company or the surviving entity (assuming such
surviving entity's assumption of the Company's obligations under the Notes and
this Indenture), as the case may be, would be able to incur $1.00 of
Indebtedness under the proviso of Section 10.11; provided that, in the case of
any transaction or series of transactions comprised solely of one or more
Rollups, this clause (c) shall be deemed satisfied if the Company or the
surviving entity and the Restricted Subsidiaries would have been able to incur
all of their outstanding Indebtedness as Permitted Indebtedness; (d) immediately
after giving effect to such transaction or series of transactions on a pro forma
basis (including, without limitation, any Indebtedness incurred or anticipated
to be incurred in connection with or in respect of such transaction or series of
transactions), no Default shall have occurred and be continuing; and (e) the
Company or the surviving entity, as the case may be, shall have delivered to the
Trustee an Officers' Certificate stating that such transaction or series of
transactions, and, if a supplemental indenture is required in connection with
such transaction or series of transactions to effectuate such assumption, such
supplemental indenture, complies with this


<PAGE>   74
                                      -67-


covenant and that all conditions precedent in this Indenture relating to the
transaction or series of transactions have been satisfied.

               Section 8.02. Successor Substituted.

               Upon any consolidation or merger or any sale, assignment,
conveyance, lease, transfer or other disposition of all or substantially all of
the assets of the Company in accordance with the foregoing in which the Company
or the Restricted Subsidiary, as the case may be, is not the continuing
corporation, the successor corporation formed by such a consolidation or into
which the Company or such Restricted Subsidiary is merged or to which such
transfer is made will succeed to, and be substituted for, and may exercise every
right and power of, the Company or such Restricted Subsidiary, as the case may
be, under this Indenture, and the Notes with the same effect as if such
successor corporation had been named as the Company or such Restricted
Subsidiary therein; and thereafter, except in the case of (i) any lease or (ii)
any sale, assignment, conveyance, transfer, lease or other disposition to a
Restricted Subsidiary of the Company, the Company shall be discharged from all
obligations and covenants under this Indenture and the Notes.

               For all purposes of this Indenture and the Notes (including the
provision of this Article Eight and Sections 10.11, Section 10.13 and Section
10.16), Subsidiaries of any surviving entity will, upon such transaction or
series of related transactions, become Restricted Subsidiaries or Unrestricted
Subsidiaries as provided pursuant to Section 10.21 and all Indebtedness, and all
Liens on property or assets, of the Company and the Restricted Subsidiaries in
existence immediately prior to such transaction or series of related
transactions will be deemed to have been incurred upon such transaction or
series of related transactions.


                                  ARTICLE NINE

                       SUPPLEMENTAL INDENTURES AND WAIVERS


               Section 9.01. Supplemental Indentures, Agreements and Waivers
                             Without Consent of Holders.

               Without the consent of any Holders, the Company, and when
authorized by a Board Resolution of the Board, and the Trustee, at any time and
from time to time, may amend, waive, modify or supplement this Indenture or the
Notes for any of the following purposes:

               (a) to evidence the succession of another person to the Company,
     and the assumption by any such successor of the covenants of the Company in
     the Notes;


<PAGE>   75
                                      -68-


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

               (c) to cure any ambiguity, to correct or supplement any provision
     herein, in the Notes which may be defective or inconsistent with any other
     provision herein or to make any other provisions with respect to matters or
     questions arising under this Indenture or the Notes; provided, however,
     that, in each case, such provisions shall not materially adversely affect
     the legal rights of any Holder;

               (d) to comply with the requirements of the SEC in order to effect
     or maintain the qualification of this Indenture under the Trust Indenture
     Act, as contemplated by Section 9.05 hereof or otherwise;

               (e) to evidence and provide the acceptance of the appointment of
     a successor Trustee hereunder;

               (f) to mortgage, pledge, hypothecate or grant a security interest
     in any property or assets in favor of the Trustee for the benefit of the
     Holders as security for the payment and performance of Indenture
     Obligations; or

               (g) to make any other change that does not materially adversely
     affect the legal rights of any Holder;

provided, however, that the Company has delivered to the Trustee an Opinion of
Counsel stating that such change, agreement or waiver does not materially
adversely affect the legal rights of any Holder.

               Section 9.02. Supplemental Indentures, Agreements and Waivers
                             with Consent of Holders.

               With the written consent of the Holders of not less than a
majority in aggregate principal amount of the Outstanding Notes delivered to the
Company and the Trustee, the Company when authorized by a Board Resolution,
together with the Trustee, may amend, waive, modify or supplement any other
provision of this Indenture or the Notes; provided, however, that no such
amendment, waiver, modification or supplement may, without the written consent
of the Holder of each Outstanding Note affected thereby:

               (i) reduce the principal amount of, change the fixed maturity of,
     or alter the redemption provisions of, the Notes,


<PAGE>   76
                                      -69-


               (ii) change the currency in which any Notes or amounts owing
     thereon is payable,

               (iii) reduce the percentage of the aggregate principal amount
     Outstanding of Notes which must consent to an amendment, supplement or
     waiver or consent to take any action under this Indenture or the Notes,

               (iv) impair the right to institute suit for the enforcement of
     any payment on or with respect to the Notes,

               (v) waive a default in payment with respect to the Notes,

               (vi) reduce the rate or change the time for payment of interest
     on the Notes,

               (vii) following the occurrence of a Change of Control or an Asset
     Sale, alter the Company's obligation to purchase the Notes in accordance
     with this Indenture or waive any default in the performance thereof,

               (viii) affect the ranking of the Notes in a manner adverse to the
     holder of the Notes, or

               (ix) release any Guarantee except in compliance with the terms of
     the Indenture.

               Upon the written request of the Company accompanied by a copy of
a Board Resolution of the Board authorizing the execution of any such
supplemental indenture or other agreement, instrument or waiver, and upon the
filing with the Trustee of evidence of the consent of Holders as aforesaid, the
Trustee shall join with the Company in the execution of such supplemental
indenture or other agreement, instrument or waiver.

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

               Section 9.03. Execution of Supplemental Indentures, Agreements
                             and Waivers.

               In executing, or accepting the additional trusts created by, any
supplemental indenture, agreement, instrument or waiver permitted by this
Article Nine or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section
6.01 hereof) shall be fully protected in relying upon, an Opinion of Counsel and
an Officers' Certificate from each obligor under the Notes entering into such
supplemental indenture, agreement, instrument or waiver, each stating that the
execution of such


<PAGE>   77
                                      -70-


supplemental indenture, agreement, instrument or waiver (a) is authorized or
permitted by this Indenture and (b) does not violate the provisions of any
agreement or instrument evidencing any other Indebtedness of the Company or any
other Subsidiary of the Company. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture, agreement, instrument or waiver
which affects the Trustee's own rights, duties or immunities under this
Indenture, the Notes or otherwise.

               Section 9.04. Effect of Supplemental Indentures.

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

               Section 9.05. Conformity with Trust Indenture Act.

               Every supplemental indenture executed pursuant to this Article
Nine shall conform to the requirements of the Trust Indenture Act as then in
effect.

               Section 9.06. Reference in Notes to Supplemental Indentures.

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

               Section 9.07. Record Date.

               The Company may, but shall not be obligated to, fix, a record
date for the purpose of determining the Holders entitled to consent to any
supplemental indenture, agreement or instrument or any waiver, and shall
promptly notify the Trustee of any such record date. If a record date is fixed,
those persons who were Holders at such record date (or their duly designated
proxies), and only those persons, shall be entitled to consent to such
supplemental indenture, agreement or instrument or waiver or to revoke any
consent previously given, whether or not such persons continue to be Holders
after such record date. No such consent shall be valid or effective for more
than 90 days after such record date.


<PAGE>   78
                                      -71-


               Section 9.08. Revocation and Effect of Consents.

               Until an amendment or waiver becomes effective, a consent to it
by a Holder of a Note is a continuing consent by the Holder 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 a notation of the consent is not made on any
Note. However, any such Holder, or subsequent Holder, may revoke the consent as
to his Note or portion of a Note if the Trustee receives the notice of
revocation before the date the amendment or waiver becomes effective. An
amendment or waiver shall become effective in accordance with its terms and
thereafter bind every Holder.


                                   ARTICLE TEN

                                    COVENANTS


               Section 10.01. Payment of Principal, Premium and Interest.

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

               Section 10.02. Maintenance of Office or Agency.

               The Company will maintain in the Borough of Manhattan in The City
of New York, State of New York, an office or agency where Notes may be presented
or surrendered for payment, where Notes may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Notes and this Indenture may be served. The office of the Trustee
at its Corporate Trust Office will be such office or agency of the Company,
unless the Company shall designate and maintain some other office or agency for
one or more of such purposes. The Company will give prompt written notice to the
Trustee of any change in the location of any such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.

               The Company may also from time to time designate one or more
other offices or agencies (in or outside of The City of New York, State of New
York) where the Notes may be presented or surrendered for any or all such
purposes, and may from time to time rescind such designation; provided, however,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in The City of New York, State
of New York for such purposes. The Company will give prompt written notice to


<PAGE>   79
                                      -72-


the Trustee of any such designation or rescission and any change in the location
of any such other office or agency.

               Section 10.03. Money for Note Payments To Be Held in Trust.

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

               If the Company is not acting as Paying Agent, the Company will,
on or before each due date of the principal of, premium, if any, or interest on,
any Notes, deposit with a Paying Agent a sum in same day funds sufficient to pay
the principal, premium, if any, or interest so becoming due, such sum to be held
in trust for the benefit of the Holders entitled to such principal, premium or
interest, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of such action or any failure so to act.

               If the Company is not acting as Paying Agent, the Company will
cause each Paying Agent other than the Trustee to execute and deliver to the
Trustee an instrument in which such Paying Agent will agree with the Trustee,
subject to the provisions of this Section 10.03, that such Paying Agent will:

               (a) hold all sums held by it for the payment of the principal of,
     premium, if any, or interest on Notes in trust for the benefit of the
     Holders entitled thereto until such sums shall be paid to such Holders or
     otherwise disposed of as herein provided;

               (b) give the Trustee notice of any Default by the Company (or any
     other obligor upon the Notes) in the making of any payment of principal of,
     premium, if any, or interest on the Notes;

               (c) at any time during the continuance of any such Default, upon
     the written request of the Trustee, forthwith pay to the Trustee all sums
     so held in trust by such Paying Agent; and

               (d) acknowledge, accept and agree to comply in all aspects with
     the provisions of this Indenture relating to the duties, rights and
     liabilities of such Paying Agent.

               The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any


<PAGE>   80
                                      -73-


Paying Agent to pay, to the Trustee all sums held in trust by the Company or
such Paying Agent, such sums to be held by the Trustee upon the same trusts as
those upon which such sums were held by the Company or such Paying Agent; and,
upon such payment by any Paying Agent to the Trustee, such Paying Agent will be
released from all further liability with respect to such money.

               Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of, premium, if
any, or interest on any Note and remaining unclaimed for two years after such
principal, premium, if any, or interest has become due and payable shall be paid
to the Company upon receipt of a Company Request therefor, or (if then held by
the Company) will be discharged from such trust; and the Holder of such Note
will thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, will 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, at the option of the Company
in the New York Times or 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 publication, any unclaimed
balance of such money then remaining shall be repaid to the Company.

               Section 10.04. Corporate Existence.

               Subject to Article Eight, the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect the corporate
existence, rights (charter and statutory), licenses and franchises of the
Company and each of the Restricted Subsidiaries; provided, however, that the
Company will not be required to preserve any such right, license or franchise if
the Board shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Company and the Restricted Subsidiaries as
a whole and that the loss thereof is not adverse in any material respect to the
Holders; provided, further, that the foregoing will not prohibit a sale,
transfer or conveyance of a Subsidiary of the Company or any of its assets in
compliance with the terms of this Indenture.

               Section 10.05. Payment of Taxes and Other Claims.

               The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (a) all material taxes,
assessments and governmental charges levied or imposed (i) upon the Company or
any of its Restricted Subsidiaries or (ii) upon the income, profits or property
of the Company or any of the Restricted Subsidiaries and (b) all material lawful
claims for labor, materials and supplies, which, if unpaid, could reasonably be
expected to become a Lien upon the property of the Company or any of the
Restricted Subsidiaries; provided, however, that the Company will not be
required to pay or discharge


<PAGE>   81
                                      -74-


or cause to be paid or discharged any such tax, assessment, charge or claim (x)
whose amount, applicability or validity is being contested in good faith by
appropriate proceedings properly instituted and diligently conducted or (y) if
the failure to so pay, discharge or cause to be paid or discharged could not
reasonably be expected to have a Material Adverse Effect (as defined in the
Purchase Agreement).

               Section 10.06. Maintenance of Properties.

               The Company will cause all material properties owned by the
Company or any of the Restricted Subsidiaries or used or held for use in the
conduct of their respective businesses to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may
be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that
nothing in this Section 10.06 will prevent the Company from discontinuing the
maintenance of any of such properties if such discontinuance is, in the judgment
of the Company, desirable in the conduct of its business or the business of any
of the Restricted Subsidiaries and is not adverse in any material respect to the
Holders.

               Section 10.07. Insurance.

               The Company will at all times keep all of its and the Restricted
Subsidiaries' properties which are of an insurable nature insured with insurers,
believed by the Company in good faith to be financially sound and responsible,
against loss or damage to the extent that property of similar character is
usually and customarily so insured by corporations similarly situated and owning
like properties.

               Section 10.08. Books and Records.

               The Company will keep proper books of record and account, in
which full and correct entries will be made of all financial transactions and
the assets and business of the Company and each Restricted Subsidiary of the
Company in material compliance with GAAP.

               Section 10.09. Provision of Financial Statements.

               Subject to Section 10.23, the Company will file with the SEC (so
long as the SEC will accept any such filings) the Trustee and the Initial
Purchasers the annual reports, quarterly reports and other documents required to
be filed with the SEC pursuant to Sections 13 and 15 of the Exchange Act,
whether or not the Company has a class of securities registered under the
Exchange Act. The Company will also comply with the other provisions of Section
314(a) of the Trust Indenture Act.


<PAGE>   82
                                      -75-


               Section 10.10. Change of Control.

               Upon the occurrence of a Change of Control (the date of such
occurrence being the "Change of Control Date"), the Company shall make an offer
to purchase (the "Change of Control Offer"), on a Business Day (the "Change of
Control Payment Date") not later than 60 days following the Change of Control
Date, all Notes then Outstanding at a purchase price equal to 101% of the
principal amount thereof on any Change of Control Payment Date, plus accrued and
unpaid interest, if any, to such Change of Control Payment Date. Notice of a
Change of Control Offer shall be given to holders of Notes not less than 25 days
nor more than 45 days before the Change of Control Payment Date. The Change of
Control Offer is required to remain open for at least 20 Business Days. Failure
to mail the notice of a Change of Control Offer on the date specified below or
to have satisfied the foregoing condition precedent by the date that such notice
is required to be mailed will constitute a covenant Default under Section
5.01(iii).

               Notice of a Change of Control Offer shall be mailed by the
Company not more than 20 Business Days after the Change of Control Date to the
Holders of Notes at their last registered addresses with a copy to the Trustee
and the Paying Agent. The Change of Control Offer shall remain open from the
time of mailing for at least 20 Business Days and until 5:00 p.m., New York City
time, on the Change of Control Payment Date. The notice, which shall govern the
terms of the Change of Control Offer, shall include such disclosures as are
required by law and shall state:

               (a) that the Change of Control Offer is being made pursuant to
     this Section 10.10 and that all Notes tendered into the Change of Control
     Offer will be accepted for payment;

               (b) the purchase price (including the amount of accrued interest,
     if any) for each Note, the Change of Control Payment Date and the date on
     which the Change of Control Offer expires;

               (c) that any Note not tendered for payment will continue to
     accrue interest in accordance with the terms thereof;

               (d) that, unless the Company shall default in the payment of the
     purchase price, any Note accepted for payment pursuant to the Change of
     Control Offer shall cease to accrue interest after the Change of Control
     Payment Date;

               (e) that Holders electing to have Notes purchased pursuant to a
     Change of Control Offer will be required to surrender their Notes to the
     Paying Agent at the address specified in the notice prior to 5:00 p.m., New
     York City time, on the Change of


<PAGE>   83
                                      -76-


     Control Payment Date and must complete any form letter of transmittal
     proposed by the Company and acceptable to the Trustee and the Paying Agent;

               (f) that Holders of Notes will be entitled to withdraw their
     election if the Paying Agent receives, not later than 5:00 p.m., New York
     City time, on the Change of Control Payment Date, a facsimile transmission
     or letter setting forth the name of the Holders, the principal amount of
     Notes the Holders delivered for purchase, the Note certificate number (if
     any) and a statement that such Holder is withdrawing his election to have
     such Notes purchased;

               (g) that Holders whose Notes are purchased only in part will be
     issued Notes of like tenor equal in principal amount to the unpurchased
     portion of the Notes surrendered;

               (h) the instructions that Holders must follow in order to tender
     their Notes; and

               (i) information concerning the business of the Company, the most
     recent annual and quarterly reports of the Company filed with the SEC
     pursuant to the Exchange Act (or, if the Company is not required to file
     any such reports with the SEC, the comparable reports prepared pursuant to
     Section 10.09), a description of material developments in the Company's
     business, information with respect to pro forma historical financial
     information after giving effect to such Change of Control and such other
     information concerning the circumstances and relevant facts regarding such
     Change of Control and Change of Control Offer as would, in the good faith
     judgment of the Company, be material to a Holder of Notes in connection
     with the decision of such Holder as to whether or not it should tender
     Notes pursuant to the Change of Control Offer.

               On the Change of Control Payment Date, the Company will (i)
accept for payment Notes or portions thereof tendered pursuant to the Change of
Control Offer, (ii) deposit with the Paying Agent money, in immediately
available funds, sufficient to pay the purchase price of all Notes or portions
thereof so tendered and accepted and (iii) deliver to the Trustee the Notes so
accepted together with an Officers' Certificate setting forth the Notes or
portions thereof tendered to and accepted for payment by the Company. The Paying
Agent will promptly mail or deliver to the Holders of Notes so accepted payment
in an amount equal to the purchase price, and the Trustee shall promptly
authenticate and mail or deliver to such Holders a new Note of like tenor equal
in principal amount to any unpurchased portion of the Note surrendered. Any
Notes not so accepted shall be promptly mailed or delivered by the Company to
the Holder thereof. The Company will publicly announce the results of the Change
of Control Offer not later than the first Business Day following the Change of
Control Payment Date. Except as described above with respect to a Change of
Control, this Indenture


<PAGE>   84
                                      -77-


does not contain provisions that permit the holders of the Notes to require that
the Company repurchase or redeem the Notes in the event of a takeover,
recapitalization or similar transaction which may be highly leveraged. If a
Change of Control Offer is made, there can be no assurance that the Company will
have available funds sufficient to pay for all of the Notes that might be
delivered by holders of Notes seeking to accept the Change of Control Offer. The
Company shall not be required to make a Change of Control Offer following 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
applicable to a Change of Control Offer made by the Company and purchases all
Notes validly tendered and not withdrawn under such Change of Control Offer.

               If the Company is required to make a Change of Control Offer, the
Company will comply with all applicable tender offer laws and regulations,
including, to the extent applicable, Section 14(e) and Rule 14e-1 under the
Exchange Act, and any other applicable securities laws and regulations. To the
extent that the provisions of any securities laws or regulations conflict with
the provisions of this Section 10.10, the Company will comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under this Section 10.10 by virtue thereof.

               Section 10.11. Limitation on Additional Indebtedness.

               The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, incur, any Indebtedness (including any
Acquired Indebtedness), except for Permitted Indebtedness (including Acquired
Indebtedness to the extent it would constitute Permitted Indebtedness);
provided, however, that (i) the Company will be permitted to incur Indebtedness
(including Acquired Indebtedness) and (ii) a Restricted Subsidiary will be
permitted to incur Acquired Indebtedness, if, in either case, immediately after
giving pro forma effect to such incurrence (including the application of the net
proceeds therefrom), the ratio of Total Consolidated Indebtedness to
Consolidated Annualized Pro Forma Operating Cash Flow would be less than 6.0 to
1.0.

               For purposes of determining compliance with this Section 10.11,
in the event that an item of Indebtedness meets the criteria of more than one of
the types of Indebtedness permitted by this covenant, the Company in its sole
discretion shall classify such item of Indebtedness and only be required to
include the amount of such Indebtedness as one of such types.

               Section 10.12. Statement by Officers as to Default.

               The Company will deliver to the Trustee, within 120 days after
the end of each fiscal year of the Company ending after the date hereof, a
written statement signed by the chairman or a chief executive officer, the
principal financial officer or principal accounting


<PAGE>   85
                                      -78-


officer of the Company, stating (i) that a review of the activities of the
Company 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 (ii)
that, to the knowledge of each officer signing such certificate, the Company has
kept, observed, performed and fulfilled each and every covenant and condition
contained in this Indenture and is not in default in the performance or
observance of any of the terms, provisions, conditions and covenants hereof (or,
if a Default shall have occurred, describing all such Defaults of which such
officers may have knowledge, their status and what action the Company is taking
or proposes to take with respect thereto). When any Default under this Indenture
has occurred and is continuing, or if the Trustee or any Holder or the trustee
for or the holder of any other evidence of Indebtedness of the Company or any
Restricted Subsidiary gives any notice or takes any other action with respect to
a claimed default (other than with respect to Indebtedness (other than
Indebtedness evidenced by the Notes) in the principal amount of less than
$7,500,000), the Company will promptly notify the Trustee of such Default,
notice or action and will deliver to the Trustee by registered or certified mail
or by telegram, or facsimile transmission followed by hard copy by registered or
certified mail an Officers' Certificate specifying such event, notice or other
action within five Business Days after the Company becomes aware of such
occurrence and what action the Company is taking or proposes to take with
respect thereto.

               Section 10.13. Limitation on Restricted Payments.

               The Company will not, and will not permit any of the Restricted
Subsidiaries to, make, directly or indirectly, any Restricted Payment unless:

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

               (ii) immediately after giving effect to such Restricted Payment,
     the Company would be able to incur $1.00 of Indebtedness under the proviso
     of Section 10.11 hereof; and

               (iii) immediately after giving effect to such Restricted Payment,
     the aggregate amount of all Restricted Payments declared or made on or
     after the Issue Date and all Designation Amounts made on or after the Issue
     Date does not exceed an amount equal to the sum of, without duplication,
     (a) 50% of the Consolidated Net Income of the Company accrued on a
     cumulative basis during the period beginning on October 1, 1999 and ending
     on the last day of the fiscal quarter of the Company immediately preceding
     the date of such proposed Restricted Payment (or, if such cumulative
     Consolidated Net Income of the Company for such period is a deficit, minus
     100% of such deficit), plus (b) the aggregate net cash proceeds received by
     the Company either (x) as capital contributions to the Company after the
     Issue Date or (y) from the issue and sale


<PAGE>   86
                                      -79-


     (other than to a Restricted Subsidiary of the Company) of its Capital Stock
     (other than Disqualified Stock) on or after the Issue Date (including upon
     exercise of warrants, options or rights), plus (c) the aggregate net
     proceeds received by the Company from the issuance (other than to a
     Restricted Subsidiary of the Company) on or after the Issue Date of its
     Capital Stock (other than Disqualified Stock) upon the conversion of, or in
     exchange for, Indebtedness of the Company, plus (d) in the case of the
     disposition or repayment (in whole or in part) of any Investment
     constituting a Restricted Payment made after the Issue Date (except for
     Investments made (1) pursuant to clause (vi) of the second following
     paragraph that are not subject to clause (e) of this paragraph below, and
     (2) pursuant to clause (vii) of the second following paragraph), an amount
     equal to the lesser of the return of capital with respect to the applicable
     portion of such Investment and the cost of the applicable portion of such
     Investment, in either case, less the cost of the disposition of such
     Investment, plus (e) in the case of any Revocation with respect to a
     Subsidiary of the Company that was made subject to a Designation after the
     Issue Date, an amount equal to the lesser of the Designation Amount with
     respect to such Subsidiary or the Fair Market Value of the Investment of
     the Company and the Restricted Subsidiaries in such Subsidiary at the time
     of Revocation, plus (f) the amount of capacity available for "Restricted
     Payments" under clause (iii) of the first paragraph of Section 10.13 of the
     indenture governing the November 1998 Notes (which is similar to this
     paragraph) determined as of the Issue Date (without regard to clause (i) or
     (ii) of such covenant but taking account of the effect of the balance of
     such covenant, in each case as of the Issue Date). For purposes of the
     preceding clauses (b)(y) and (c), as applicable, the value of the aggregate
     net proceeds received by the Company upon the issuance of Capital Stock
     either upon the conversion of convertible Indebtedness or in exchange for
     outstanding Indebtedness or upon the exercise of options, warrants or
     rights will be the net cash proceeds received upon the issuance of such
     Indebtedness, options, warrants or rights plus the incremental amount
     received, if any, by the Company upon the conversion, exchange or exercise
     thereof.

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

               The provisions of this Section 10.13 shall not prohibit the
following (each of which shall be given independent effect):

               (i) the payment of any dividend or other distribution within 60
     days after the date of declaration thereof if at such date of declaration
     such payment would be permitted by the provisions of the Indenture;


<PAGE>   87
                                      -80-


               (ii) the purchase, redemption, retirement or other acquisition of
     any shares of Capital Stock of the Company in exchange for, or out of the
     net cash proceeds of the substantially concurrent issue and sale (other
     than to a Restricted Subsidiary of the Company) of, shares of Capital Stock
     of the Company (other than Disqualified Stock); provided that any such net
     cash proceeds are excluded from clause (iii)(b) of the second preceding
     paragraph;

               (iii) so long as no Default shall have occurred and be
     continuing, the purchase, redemption, retirement, defeasance or other
     acquisition of Subordinated Indebtedness made by exchange for, or out of
     the net cash proceeds of, a substantially concurrent issue and sale (other
     than to a Restricted Subsidiary of the Company) of (x) Capital Stock (other
     than Disqualified Stock) of the Company or (y) other Subordinated
     Indebtedness to the extent that its stated maturity for the payment of
     principal thereof is not prior to the 180th day after the final stated
     maturity of the Notes; provided that any such net cash proceeds are
     excluded from clause (iii)(b) of the second preceding paragraph;

               (iv) bonds, notes, debentures or other securities received as a
     result of Asset Sales pursuant to and in compliance with Section 10.15
     hereof;

               (v) so long as no Default shall have occurred and be continuing,
     purchases or redemptions of Capital Stock (including cash settlements of
     stock options) held by employees, officers or directors upon or following
     termination of their employment with the Company or one of its
     Subsidiaries; provided that payments shall not exceed $2.0 million in any
     fiscal year in the aggregate or $4.0 million in the aggregate during the
     term of the Notes;

               (vi) so long as no Default shall have occurred and be continuing,
     Investments in Unrestricted Subsidiaries to the extent reasonably promptly
     made with the proceeds of a substantially concurrent (1) capital
     contribution to the Company or (2) issue or sale of Capital Stock (other
     than Disqualified Stock) of the Company (other than to a Restricted
     Subsidiary of the Company); provided that any such proceeds are excluded
     from clause (iii)(b) of the second preceding paragraph;

               (vii) loans or advances to employees of the Company or any
     Restricted Subsidiary made in the ordinary course of business, including to
     fund the purchase of Capital Stock of the Company (provided that any
     proceeds from such purchase are excluded from clause (iii)(b) of the second
     preceding paragraph to the extent such loan or advance is not reimbursed)
     in an amount not to exceed $2.0 million at any time outstanding; and


<PAGE>   88
                                      -81-


               (viii) cash payments in lieu of fractional shares pursuant to any
     warrant, option or other similar agreement.

               In no event shall a Restricted Payment made on the basis of
consolidated financial statements prepared in good faith in accordance with GAAP
be subject to rescission or constitute a Default by reason of any requisite
subsequent restatement of such financial statements which would have made such
Restricted Payment prohibited at the time that it was made.

               In determining the amount of Restricted Payments permissible
under clause (iii) of the first paragraph of this Section 10.13, amounts
expended since the Issue Date pursuant to clauses (i), (iv) and (v) of the
second preceding paragraph above shall be included, without duplication, as
Restricted Payments.

               Section 10.14. Limitation on Transactions with Affiliates.

               The Company will not, and will not permit, cause or suffer any
Restricted Subsidiary to, conduct any business or enter into any transaction (or
series of related transactions which are similar or part of a common plan) with
or for the benefit of any of their respective Affiliates (other than Affiliates
that are not also Affiliates of the Company or any Wholly Owned Restricted
Subsidiary) or any beneficial holder of 10% or more of the Common Stock of the
Company or any officer or director of the Company (each, an "Affiliate
Transaction"), unless the terms of the Affiliate Transaction are set forth in
writing, and are fair and reasonable to the Company or such Restricted
Subsidiary, as the case may be. Each Affiliate Transaction involving aggregate
payments or other Fair Market Value in excess of $1.0 million shall be approved
by a majority of the Board, such approval to be evidenced by a Board Resolution
stating that the Board has determined that such transaction or transactions
comply with the foregoing provisions. In addition to the foregoing, each
Affiliate Transaction involving aggregate consideration of $5.0 million or more
shall be approved by a majority of the Disinterested Directors; provided that,
in lieu of such approval by the Disinterested Directors, the Company may obtain
a written opinion from an Independent Financial Advisor stating that the terms
of such Affiliate Transaction to the Company or the Restricted Subsidiary, as
the case may be, are fair from a financial point of view. For purposes of this
Section 10.14, any Affiliate Transaction approved by a majority of the
Disinterested Directors or as to which a written opinion has been obtained from
an Independent Financial Advisor, on the basis set forth in the preceding
sentence, shall be deemed to be on terms that are fair and reasonable to the
Company or the Restricted Subsidiaries, as the case may be, and, therefore,
shall be permitted under this Section 10.14.

               Notwithstanding the foregoing, the restrictions set forth in this
Section 10.14 shall not apply to (i) transactions with or among, or solely for
the benefit of, the Company and/or any of the Restricted Subsidiaries, (ii)
transactions pursuant to agreements and arrangements


<PAGE>   89
                                      -82-


existing on the Issue Date, (iii) transactions related to the provision of
internet services in the ordinary course of business; provided that (x) such
transactions are entered into on an arm's length basis and are fair and
reasonable to the Company or such Restricted Subsidiary, as the case may be, and
(y) in the good faith judgment of the Company or the applicable Restricted
Subsidiary, the Fair Market Value of the consideration received by the Company
or such Restricted Subsidiary, as the case may be, reasonably approximates the
Fair Market Value of the services provided, (iv) dividends paid by the Company
pursuant to and in compliance with Section 10.13 hereof, (v) customary
directors' fees, indemnification and similar arrangements, consulting fees,
employee salaries, bonuses, employment agreements and arrangements, compensation
or employee benefit arrangements or legal fees, (vi) transactions contemplated
by any of the Permitted Affiliate Agreements as in effect on the Issue Date and
(vii) grants of customary registration rights with respect to securities of the
Company.

               Section 10.15. Disposition of Proceeds of Asset Sales.

               The Company will not, and will not permit any Restricted
Subsidiary to, make any Asset Sale unless (a) the Company or such Restricted
Subsidiary, as the case may be, receives consideration at the time of such Asset
Sale at least equal to the Fair Market Value of the shares or assets sold or
otherwise disposed of and (b) at least 75% of such consideration consists of
cash, Cash Equivalents or Qualified Consideration; provided that the following
shall be treated as cash for purposes of this Section 10.15: (x) the amount of
any liabilities (other than Subordinated Indebtedness or Indebtedness of a
Restricted Subsidiary that would not constitute Restricted Subsidiary
Indebtedness) that are assumed by the transferee of any such assets pursuant to
an agreement that unconditionally releases the Company or such Restricted
Subsidiary from further liability ("assumed liabilities") and (y) the amount of
any notes or other obligations that within 30 days of receipt, are converted
into cash (to the extent of the cash received). The Company or the applicable
Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds
from such Asset Sale within 365 days of the receipt thereof to repay an amount
of Indebtedness (other than Subordinated Indebtedness) of the Company in an
amount not exceeding the Other Senior Debt Pro Rata Share and elect to
permanently reduce the amount of the commitments thereunder by the amount of the
Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale to
repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the
commitments thereunder by the amount of the Indebtedness so repaid or (iii)
apply such Net Cash Proceeds within 365 days thereof, to an investment in
properties and assets that will be used in an Internet Service Business (or in
Capital Stock and other securities of any person that will become a Restricted
Subsidiary as a result of such investment to the extent such person owns
properties and assets that will be used in an Internet Service Business) of the
Company or any Restricted Subsidiary ("Replacement Assets"). Any Net Cash
Proceeds from any Asset Sale that are neither used to repay, and permanently
reduce the commitments under, any Restricted Subsidiary Indebtedness


<PAGE>   90
                                      -83-


as set forth in clause (ii) of the preceding sentence or invested in Replacement
Assets within the 365-day period as set forth in clause (iii) shall constitute
"Excess Proceeds." Any Excess Proceeds not used as set forth in clause (i) of
the second preceding sentence shall constitute "Offer Excess Proceeds" subject
to disposition as provided below.

               When the aggregate amount of Offer Excess Proceeds equals or
exceeds $10.0 million, the Company shall make an offer to purchase (an "Asset
Sale Offer"), from all holders of the Notes, that aggregate principal amount of
Notes as can be purchased by application of such Offer Excess Proceeds at a
price in cash equal to 100% of the principal amount thereof on any purchase
date, plus accrued and unpaid interest, if any, to any purchase date. Each Asset
Sale Offer shall remain open for a period of 20 Business Days or such longer
period as may be required by law. To the extent that the principal amount of
Notes tendered pursuant to an Asset Sale Offer is less than the Offer Excess
Proceeds, the Company or any Restricted Subsidiary may use such deficiency for
general corporate purposes. If the principal amount of Notes validly tendered
and not withdrawn by holders thereof exceeds the amount of Notes which can be
purchased with the Offer Excess Proceeds, Notes to be purchased will be selected
on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of
Offer Excess Proceeds shall be reset to zero.

               Notice of an Asset Sale Offer shall be mailed by the Company not
more than 20 Business Days after the obligation to make such Asset Sale Offer
arises to the Holders of Notes at their last registered addresses with a copy to
the Trustee and the Paying Agent. The Asset Sale Offer shall remain open from
the time of mailing for at least 20 Business Days and until 5:00 p.m., New York
City time, on the date fixed for Purchase of Notes validly tendered and not
withdrawn, which date shall be not later than the 30th Business Day following
the mailing of such Asset Sale Offer (the "Asset Sale Offer Purchase Date"). The
notice, which shall govern the terms of the Asset Sale Offer, shall include such
disclosures as are required by law and shall state:

               (a) that the Asset Sale Offer is being made pursuant to this
     Section 10.15 and that all Notes tendered into the Asset Sale Offer will be
     accepted for payment; provided, however, that if the aggregate principal
     amount of Notes tendered in an Asset Sale Offer plus accrued interest at
     the expiration of such offer exceeds the aggregate amount of the Offer
     Excess Proceeds, the Company shall select the Notes to be purchased on a
     pro rata basis (with such adjustments as may be deemed appropriate by the
     Company so that only Notes in denominations of $1,000 or multiples thereof
     shall be purchased) and that the Asset Sale Offer shall remain open for a
     period of 20 Business Days or such longer period as may be required by law;


<PAGE>   91
                                      -84-


               (b) the purchase price (including the amount of accrued interest,
     if any) for each Note, the Asset Sale Offer Purchase Date and the date on
     which the Asset Sale Offer expires;

               (c) that any Note not tendered for payment will continue to
     accrue interest in accordance with the terms thereof;

               (d) that, unless the Company shall default in the payment of the
     purchase price, any Note accepted for payment pursuant to the Asset Sale
     Offer shall cease to accrue interest after the Asset Sale Offer Purchase
     Date;

               (e) that Holders electing to have Notes purchased pursuant to an
     Asset Sale Offer will be required to surrender their Notes to the Paying
     Agent at the address specified in the notice prior to 5:00 p.m., New York
     City time, on the Asset Sale Offer Purchase Date and must complete any form
     letter of transmittal proposed by the Company and acceptable to the Trustee
     and the Paying Agent;

               (f) that Holders of Notes will be entitled to withdraw their
     election if the Paying Agent receives, not later than 5:00 p.m., New York
     City time, on the Asset Sale Offer Purchase Date, a facsimile transmission
     or letter setting forth the name of the Holders, the principal amount of
     Notes the Holders delivered for purchase, the Note certificate number (if
     any) and a statement that such Holder is withdrawing his election to have
     such Notes purchased;

               (g) that Holders whose Notes are purchased only in part will be
     issued Notes of like tenor equal in principal amount to the unpurchased
     portion of the Notes surrendered;

               (h) the instructions that Holders must follow in order to tender
     their Notes; and

               (i) information concerning the business of the Company, the most
     recent annual and quarterly reports of the Company filed with the
     Commission pursuant to the Exchange Act (or, if the Company is not required
     to file any such reports with the SEC, the comparable reports prepared
     pursuant to Section 10.09), a description of material developments in the
     Company's business, information with respect to pro forma historical
     financial information after giving effect to such Asset Sale and such other
     information concerning the circumstances and relevant facts regarding such
     Asset Sale and Asset Sale Offer as would, in the good faith judgment of the
     Company, be material to a Holder of Notes in connection with the decision
     of such Holder as to whether or not it should tender Notes pursuant to the
     Asset Sale Offer.


<PAGE>   92
                                      -85-


               On the Asset Sale Offer Purchase Date, the Company will (i)
accept for payment Notes or portions thereof tendered pursuant to the Asset Sale
Offer, (ii) deposit with the Paying Agent money, in immediately available funds,
sufficient to pay the purchase price of all Notes or portions thereof so
tendered and accepted and (iii) deliver to the Trustee the Notes so accepted
together with an Officers' Certificate setting forth the Notes or portions
thereof tendered to and accepted for payment by the Company. The Paying Agent
will promptly mail or deliver to the Holders of Notes so accepted payment in an
amount equal to the purchase price, and the Trustee shall promptly authenticate
and mail or deliver to such Holders a new Note of like tenor equal in principal
amount to any unpurchased portion of the Note surrendered. Any Notes not so
accepted shall be promptly mailed or delivered by the Company to the Holder
thereof. The Company will publicly announce the results of the Asset Sale Offer
not later than the first Business Day following the Asset Sale Offer Purchase
Date.

               If the Company is required to make an Asset Sale Offer, the
Company shall comply with all applicable tender offer rules, including to the
extent applicable, Section 14(e) and Rule 14e-1 under the Exchange Act, and any
other applicable securities laws or regulations.

               Section 10.16. Limitation on Liens Securing Certain Indebtedness.

               The Company will not, and will not permit any Restricted
Subsidiary to, create, incur, assume or suffer to exist any Liens of any kind
against or upon any property or assets of the Company or any Restricted
Subsidiary, whether now owned or hereafter acquired, or any proceeds therefrom,
which secure either (x) Subordinated Indebtedness, unless the Notes are secured
by a Lien on such property, assets or proceeds that is senior in priority to the
Liens securing such Subordinated Indebtedness or (y) Indebtedness of the Company
that is not Subordinated Indebtedness, unless the Notes are equally and ratably
secured with the Liens securing such other Indebtedness, except, in the case of
this clause (y), Permitted Liens.

               Section 10.17. Limitation on Business.

               The Company will not, and will not permit any of the Restricted
Subsidiaries to, engage in a business which is not substantially an Internet
Service Business.

               Section 10.18. Limitation on Certain Guarantees and Indebtedness
                              of Restricted Subsidiaries.

               The Company will not permit any Restricted Subsidiary, directly
or indirectly, to assume, guarantee or in any other manner become liable with
respect to (i) any Subordinated Indebtedness or (ii) any Indebtedness of the
Company that is not Subordinated Indebtedness (other than, in the case of this
clause (ii), Indebtedness under any Permitted Credit Facility to the extent
constituting Permitted Indebtedness), unless, in each case, such Restricted


<PAGE>   93
                                      -86-


Subsidiary simultaneously executes and delivers a supplemental indenture
providing for the guarantee of payment of the Notes by such Restricted
Subsidiary on a basis senior to any such Subordinated Indebtedness or pari passu
with any such other Indebtedness referred to in clause (ii), as the case may be.
Each guarantee created pursuant to such provisions is referred to as a
"Guarantee" and the issuer of each such Guarantee, so long as the Guarantee
remains outstanding, is referred to as a "Guarantor".

               Notwithstanding the foregoing, in the event of the unconditional
release of any Guarantor from its obligations in respect of the Indebtedness
which gave rise to the requirement that a Guarantee be given, such Guarantor
shall be released from all obligations under its Guarantee. In addition, upon
any sale or disposition (by merger or otherwise) of any Guarantor by the Company
or a Restricted Subsidiary of the Company to any person that is not an Affiliate
of the Company or any of its Restricted Subsidiaries which is otherwise in
compliance with the terms of this Indenture and as a result of which such
Guarantor ceases to be a Restricted Subsidiary of the Company, such Guarantor
will be deemed to be automatically and unconditionally released from all
obligations under its Guarantee; provided that each such Guarantor is sold or
disposed of in accordance with Section 10.15 hereof.

               Section 10.19. Limitation on Issuances and Sales of Preferred
                              Stock by Restricted Subsidiaries.

               The Company will not permit any Restricted Subsidiary to issue
any Preferred Stock (other than to the Company or a Restricted Subsidiary).

               Section 10.20. Limitation on Dividends and Other Payment
                              Restrictions Affecting Restricted Subsidiaries.

               The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, create or otherwise enter into or cause
to become effective any consensual encumbrance or consensual restriction of any
kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash
or otherwise, or make any other distributions on its Capital Stock or any other
interest or participation in, or measured by, its profits to the extent owned by
the Company or any Restricted Subsidiary, (b) pay any Indebtedness owed to the
Company or any Restricted Subsidiary, (c) make any Investment in the Company or
any other Restricted Subsidiary or (d) transfer any of its properties or assets
to the Company or to any Restricted Subsidiary, except for (in each case except
as otherwise noted in the following clause (ii)) (i) any encumbrance or
restriction in existence on the Issue Date, (ii) any encumbrance or restriction
existing under agreements relating to an Investment in an ISP (which in the case
of clauses (a) and (b) shall not be permitted in the case of ISPs that are
Restricted Subsidiaries) to the extent consistent with past practice, (iii)
customary non-assignment provisions, (iv) any encumbrances or restrictions
pertaining to an asset subject to a Lien to the extent set forth in the security
documentation governing such Lien, (v) any encumbrance or restriction applicable
to


<PAGE>   94
                                      -87-


a Restricted Subsidiary at the time that it becomes a Restricted Subsidiary that
is not created in contemplation thereof, (vi) any encumbrance or restriction
existing under any agreement that refinances or replaces an agreement containing
a restriction permitted by clause (v) above; provided that the terms and
conditions of any such encumbrance or restriction are not materially less
favorable to the holders of Notes than those under or pursuant to the agreement
being replaced or the agreement evidencing the Indebtedness refinanced, (vii)
any encumbrance or restriction imposed upon a Restricted Subsidiary pursuant to
an agreement which has been entered into for the sale or disposition of all or
substantially all of the Capital Stock or assets of such Restricted Subsidiary
or any Asset Sale to the extent limited to the Capital Stock or assets in
question and (viii) any customary encumbrance or restriction applicable to a
Restricted Subsidiary that is contained in an agreement or instrument governing
or relating to Indebtedness contained in any Permitted Credit Facility; provided
that the provisions of such agreement permit the payment of interest and
principal and mandatory repurchases pursuant to the terms of this Indenture and
the Notes and other Indebtedness that is solely an obligation of the Company,
but, provided, further, that such agreement may nevertheless contain customary
net worth, leverage, invested capital and other financial covenants, customary
covenants regarding the merger of or sale of all or any substantial part of the
assets of the Company or any Restricted Subsidiary, customary restrictions on
transactions with affiliates, and customary subordination provisions governing
Indebtedness owed to the Company or any Restricted Subsidiary.

               Section 10.21. Limitation on Designations of Unrestricted
                              Subsidiaries.

               The Company will not designate any Subsidiary of the Company
(other than a newly created Subsidiary in which no Investment has previously
been made) as an "Unrestricted Subsidiary" under this Indenture (a
"Designation") unless:

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

               (b) except in the case of a Permitted Investment or an Investment
     made pursuant to clause (vi) of the third paragraph of Section 10.13
     hereof, immediately after giving effect to such Designation, the Company
     would be able to incur $1.00 of Indebtedness under the proviso of Section
     10.11 hereof; and

               (c) the Company would not be prohibited under this Indenture from
     making an Investment at the time of Designation (assuming the effectiveness
     of such Designation) in an amount (the "Designation Amount") equal to the
     Fair Market Value of the net Investment of the Company or any other
     Restricted Subsidiary in such Restricted Subsidiary on such date.


<PAGE>   95
                                      -88-


               In the event of any such Designation made on or after the Issue
Date, the Company shall be deemed to have made an Investment constituting a
Restricted Payment pursuant to Section 10.13 hereof for all purposes of this
Indenture in the Designation Amount. Neither the Company nor any Restricted
Subsidiary shall at any time (x) provide a guarantee of, or similar credit
support to, any Indebtedness of any Unrestricted Subsidiary (including of any
undertaking, agreement or instrument evidencing such Indebtedness); provided
that the Company may pledge Capital Stock or Indebtedness of any Unrestricted
Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever
against the Company other than to obtain such pledged property, (y) be directly
or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z)
be directly or indirectly liable for any other Indebtedness which provides that
the holder thereof may (upon notice, lapse of time or both) declare a default
thereon (or cause the payment thereof to be accelerated or payable prior to its
final scheduled maturity) upon the occurrence of a default with respect to any
other Indebtedness that is Indebtedness of an Unrestricted Subsidiary (including
any corresponding right to take enforcement action against such Unrestricted
Subsidiary), except in the case of clause (x) or (y) to the extent permitted
under Section 10.13 and Section 10.14 hereof.

               The Company will not revoke any Designation of a Subsidiary as an
Unrestricted Subsidiary (a "Revocation") unless:

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

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

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

               Section 10.22. Compliance Certificates and Opinions.

               Upon any application or request by the Company to the Trustee to
take any action under any provision of this Indenture, the Company and any other
obligor on the Notes will furnish to the Trustee an Officers' Certificate
stating that all conditions precedent, if any, provided for in this Indenture
(including any covenants compliance with which constitutes a condition
precedent) relating to the proposed action have been complied with, and an
Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that, in the case
of any such application or request as to which the furnishing of such documents,
certificates and/or opinions is specifically required by any provision of this
Indenture relating to such particular application or request, no additional
certificate or opinion need be furnished.


<PAGE>   96
                                      -89-


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

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

               (ii) 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;

               (iii) a statement that, in the opinion of each such individual,
     he has made such examination or investigation as is necessary to enable him
     to express an informed opinion as to whether such covenant or condition has
     been complied with; and

               (iv) a statement as to whether, in the opinion of each such
     individual, such condition or covenant has been complied with.

               Section 10.23. Reports.

               Whether or not the Company has a class of securities registered
under the Exchange Act, the Company shall furnish without cost to each holder of
Notes and file with the Trustee and file with the SEC, (i) within the applicable
time period required under the Exchange Act, after the end of each fiscal year
of the Company, the information required by Form 10-K (or any successor form
thereto) under the Exchange Act with respect to such period, (ii) within the
applicable time period required under the Exchange Act after the end of each of
the first three fiscal quarters of each fiscal year of the Company, the
information required by Form 10-Q (or any successor form thereto) under the
Exchange Act with respect to such period and (iii) any current reports on Form
8-K (or any successor forms) required to be filed under the Exchange Act.

               Section 10.24. Limitation on Status as Investment Company.

               The Company will not and will not permit any of its Subsidiaries
or controlled Affiliates to, conduct its business in a fashion that would cause
the Company to be required to register as an "investment company" (as that term
is defined in the Investment Company Act of 1940, as amended (the "Investment
Company Act")), or otherwise become subject to regulation under the Investment
Company Act. For purposes of establishing the Company's compliance with this
provision, any exemption which is or would become available under Section
3(c)(1) or Section 3(c)(7) of the Investment Company Act will be disregarded.


<PAGE>   97
                                      -90-


                                 ARTICLE ELEVEN

                           SATISFACTION AND DISCHARGE


               Section 11.01. Satisfaction and Discharge of Indenture.

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

               (a) all Notes theretofore authenticated and delivered (other than
     (a) Notes which have been destroyed, lost or stolen and which have been
     replaced or paid as provided in Section 3.06 hereof and (b) 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, as provided in Section 10.03) have been
     delivered to the Trustee for cancellation; or

               (b) (i)  all such Notes not theretofore delivered to the Trustee
     for cancellation have become due and payable and the Company has
     irrevocably deposited or caused to be deposited with the Trustee in trust
     an amount of money in dollars sufficient to pay and discharge the entire
     Indebtedness on such Notes not theretofore delivered to the Trustee for
     cancellation, for the principal of, premium, if any, and interest to the
     date of such deposit;

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

                   (iii) the Company has delivered to the Trustee (i)
          irrevocable instructions to apply the deposited money toward payment
          of the Notes at the Stated Maturities and the Redemption Dates
          thereof, and (ii) an Officers' Certificate and an Opinion of Counsel
          each stating that all conditions precedent herein provided for
          relating to the satisfaction and discharge of this Indenture have been
          complied with; provided, that such Opinion of Counsel may rely, as to
          matters of fact, upon an Officers' Certificate.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07 and, if money shall
have been deposited with the Trustee pursuant to subclause (a)(ii) of this
Section 11.01, the obligations of the Trustee under Section 11.02 and the last
paragraph of Section 10.03 shall survive.


<PAGE>   98
                                      -91-


               Section 11.02. Application of Trust Money.

               Subject to the provisions of the last paragraph of Section 10.03,
all money deposited with the Trustee pursuant to Section 11.01 shall be held in
trust and applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the persons entitled thereto, of the principal of, premium, if
any, and interest on the Notes for whose payment such money has been deposited
with the Trustee.


                                 ARTICLE TWELVE

                                   REDEMPTION


               Section 12.01. Notices to the Trustee.

               If the Company elects to redeem Notes pursuant to Paragraph 3 of
the Initial Notes or Paragraph 2 of the Exchange Notes, it shall notify the
Trustee of the Redemption Date and principal amount of Notes to be redeemed.

               The Company shall notify the Trustee of any redemption at least
45 days before the Redemption Date by an Officers' Certificate, stating that
such redemption will comply with the provisions hereof and of the Notes.

               Section 12.02. Selection of Notes To Be Redeemed.

               In the event that less than all of the Notes are to be redeemed
at any time, selection of such Notes for redemption will be made by the Trustee
in compliance with any applicable 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 national securities exchange (or if the Notes are so listed
but the exchange does not impose requirements with respect to the selection of
debt securities for redemption), on a pro rata basis, by lot or by such method
as the Trustee in its sole discretion shall deem fair and appropriate; provided,
however, that no Notes of a principal amount of $1,000 or less shall be redeemed
in part.

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

               For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to redemption of Notes shall relate, in the
case of any Note redeemed or to


<PAGE>   99
                                      -92-


be redeemed only in part, to the portion of the principal amount of such Note
which has been or is to be redeemed.

               Section 12.03. Notice of Redemption.

               Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Notes to be redeemed, at the address of such Holder
appearing in the Note register maintained by the Registrar.

               All notices of redemption shall identify the Notes to be redeemed
and shall state:

               (a) the Redemption Date;

               (b) the Redemption Price and the amount of accrued interest, if
     any, to be paid;

               (c) that, unless the Company defaults in making the redemption
     payment, interest on Notes called for redemption ceases to accrue on and
     after the Redemption Date, and the only remaining right of the Holders of
     such Notes is to receive payment of the Redemption Price plus unpaid
     interest on the Notes through the Redemption Date, upon surrender to the
     Paying Agent of the Notes redeemed;

               (d) if any Note is to be redeemed in part, the portion of the
     principal amount (equal to $1,000 or any integral multiple thereof) of such
     Note to be redeemed and that on and after the Redemption Date, upon
     surrender for cancellation of such Note to the Paying Agent, a new Note or
     Notes in the aggregate principal amount equal to the unredeemed portion
     thereof will be issued without charge to the Noteholder;

               (e) that Notes called for redemption must be surrendered to the
     Paying Agent to collect the Redemption Price and the name and address of
     the Paying Agent; and

               (f) the CUSIP number, if any, relating to such Notes.

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


<PAGE>   100
                                      -93-


               Section 12.04. Effect of Notice of Redemption.

               Once notice of redemption is mailed, Notes called for redemption
become due and payable on the Redemption Date and at the Redemption Price. Upon
surrender to the Paying Agent, such Notes called for redemption shall be paid at
the Redemption Price plus accrued interest, if any, to the Redemption Date, but
interest installments whose maturity is on or prior to such Redemption Date will
be payable on the relevant Interest Payment Dates to the Holders of record at
the close of business on the relevant record dates referred to in the Notes.

               Section 12.05. Deposit of Redemption Price.

               On or prior to any Redemption Date, the Company shall deposit
with the Paying Agent an amount of money in same day funds sufficient to pay the
Redemption Price of, and any accrued interest on, all the Notes or portions
thereof which are to be redeemed on that date, other than Notes or portions
thereof called for redemption on that date which have been delivered by the
Company to the Trustee for cancellation.

               If the Company complies with the preceding paragraph, then,
unless the Company defaults in the payment of such Redemption Price, interest on
the Notes to be redeemed will cease to accrue on and after the applicable
Redemption Date, whether or not such Notes are presented for payment, and the
Holders of such Notes shall have no further rights with respect to such Notes
except for the right to receive the Redemption Price plus unpaid interest on the
Notes through the Redemption Date, upon surrender of such Notes. If any Note
called for redemption shall not be so paid upon surrender thereof for
redemption, the principal, premium, if any, and, to the extent lawful, accrued
interest thereon shall, until paid, bear interest from the Redemption Date at
the rate provided in the Notes.

               Section 12.06. Notes Redeemed or Purchased in Part.

               Upon surrender to the Paying Agent of a Note which is to be
redeemed in part, the Company shall execute and the Trustee shall authenticate
and deliver to the Holder of such Note without service charge, a new Note or
Notes, of any authorized denomination as requested by such Holder in aggregate
principal amount equal to, and in exchange for, the unredeemed portion of the
principal of the Note so surrendered that is not redeemed.

                            [Signature Page Follows]


<PAGE>   101


                                       S-1



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

                                    VERIO INC.


                                    By:
                                       -----------------------------------------
                                        Name:
                                        Title:


                                    U.S. BANK TRUST NATIONAL
                                         ASSOCIATION, as Trustee


                                    By:
                                       -----------------------------------------
                                        Name:
                                        Title: