<PAGE>

Exhibit 4.2
================================================================================


                          CFW COMMUNICATIONS COMPANY,
                                              Issuer

                                      and

                             THE BANK OF NEW YORK,
                                             Trustee



                                _______________


                                   Indenture

                           Dated as of July 26, 2000
                                _______________

                       13.5% Subordinated Notes due 2011

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

                                       i

                             CROSS-REFERENCE TABLE
<TABLE>
<CAPTION>
TIA Sections                                                Indenture Sections
------------                                                ------------------
<S>                                                   <C>
(S) 310(a)(1)........................................              7.10
       (a)(2)........................................              7.10
       (b)...........................................        7.03; 7.08
(S) 311(a)...........................................              7.03
       (b)...........................................              7.03
(S) 312(a)...........................................              2.04
       (b)...........................................             10.02
       (c)...........................................             10.02
(S) 313(a)...........................................              7.06
       (b)(2)........................................              7.07
       (c)........................................... 7.05; 7.06; 10.02
       (d)...........................................              7.06
(S) 314(a)...........................................       7.05; 10.02
       (a)(4)........................................       4.17; 10.02
       (c)(1)........................................             10.03
       (c)(2)........................................             10.03
       (e)...........................................       4.17; 10.04
(S) 315(a)...........................................              7.02
       (b)...........................................       7.05; 10.02
       (c)...........................................              7.02
       (d)...........................................              7.02
       (e)...........................................              6.11
(S) 316(a)(1)(A).....................................              6.05
       (a)(1)(B).....................................              6.04
       (b)...........................................              6.07
       (c)...........................................              9.03
(S) 317(a)(1)........................................              6.08
       (a)(2)........................................              6.09
       (b)...........................................              2.05
(S) 318(a)...........................................             10.01
       (c)...........................................             10.01
</TABLE>

Note:  The Cross-Reference Table shall not for any purpose be deemed to be a
       part of this Indenture.
<PAGE>

                                      ii

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
            ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE
<S>                                                                       <C>
SECTION 1.01.  Definitions................................................   1
SECTION 1.02.  Incorporation by Reference of Trust Indenture Act..........  22
SECTION 1.03.  Rules of Construction......................................  23

                             ARTICLE TWO THE NOTES

SECTION 2.01.  Form and Dating............................................  23
SECTION 2.02.  Restrictive Legends........................................  24
SECTION 2.03.  Execution, Authentication and Denominations................  26
SECTION 2.04.  Registrar and Paying Agent.................................  27
SECTION 2.05.  Paying Agent to Hold Money in Trust........................  28
SECTION 2.06.  Transfer and Exchange......................................  28
SECTION 2.07.  Book-Entry Provisions for Global Notes.....................  29
SECTION 2.08.  Special Transfer Provisions................................  30
SECTION 2.09.  Replacement Notes..........................................  33
SECTION 2.10.  Outstanding Notes..........................................  33
SECTION 2.11.  Temporary Notes............................................  34
SECTION 2.12.  Cancellation...............................................  34
SECTION 2.13.  CUSIP Numbers..............................................  34
SECTION 2.14.  Defaulted Interest.........................................  34
SECTION 2.15.  Issuance of Additional Notes...............................  35

                           ARTICLE THREE REDEMPTION

SECTION 3.01.  Right of Redemption........................................  35
SECTION 3.02.  Notices to Trustee.........................................  36
SECTION 3.03.  Selection of Notes to Be Redeemed..........................  36
SECTION 3.04.  Notice of Redemption.......................................  36
SECTION 3.05.  Effect of Notice of Redemption.............................  37
SECTION 3.06.  Deposit of Redemption Price [or Special Redemption Price]..  37
SECTION 3.07.  Payment of Notes Called for Redemption.....................  37
SECTION 3.08.  Notes Redeemed in Part.....................................  38

                            ARTICLE FOUR COVENANTS

SECTION 4.01.  Payment of Notes...........................................  38
SECTION 4.02.  Maintenance of Office or Agency............................  38
SECTION 4.03.  Limitation on Indebtedness.................................  39
SECTION 4.04.  Limitation on Restricted Payments..........................  42
</TABLE>
<PAGE>

                                      iii

<TABLE>
<S>                                                                          <C>
SECTION 4.05.  Limitation on Dividend and Other Payment Restrictions
               Affecting Restricted Subsidiaries...........................  45
SECTION 4.06.  Limitation on the Issuance and Sale of Capital Stock of
               Restricted Subsidiaries.....................................  46
SECTION 4.07.  Limitation on Issuances of Guarantees by Restricted
               Subsidiaries................................................  46
SECTION 4.08.  Limitation on Transactions with Stockholders and Affiliates.  47
SECTION 4.09.  Limitation on Liens.........................................  48
SECTION 4.10.  Limitation on Sale-Leaseback Transactions...................  49
SECTION 4.11.  Limitation on Asset Sales...................................  49
SECTION 4.12.  Repurchase of Notes upon a Change of Control................  51
SECTION 4.13.  Existence...................................................  51
SECTION 4.14.  Payment of Taxes and Other Claims...........................  51
SECTION 4.15.  Maintenance of Properties and Insurance.....................  51
SECTION 4.16.  Notice of Defaults..........................................  52
SECTION 4.17.  Compliance Certificates.....................................  52
SECTION 4.18.  Commission Reports and Reports to Holders...................  52
SECTION 4.19.  Waiver of Stay, Extension or Usury Laws.....................  53

                      ARTICLE FIVE SUCCESSOR CORPORATION

SECTION 5.01.  When Company May Merge, Etc.................................  53
SECTION 5.02.  Successor Substituted.......................................  54

                       ARTICLE SIX DEFAULT AND REMEDIES

SECTION 6.01.  Events of Default...........................................  54
SECTION 6.02.  Acceleration................................................  56
SECTION 6.03.  Other Remedies..............................................  57
SECTION 6.04.  Waiver of Past Defaults.....................................  57
SECTION 6.05.  Control by Majority.........................................  57
SECTION 6.06.  Limitation on Suits.........................................  57
SECTION 6.07.  Rights of Holders to Receive Payment........................  58
SECTION 6.08.  Collection Suit by Trustee..................................  58
SECTION 6.09.  Trustee May File Proofs of Claim............................  58
SECTION 6.10.  Priorities..................................................  59
SECTION 6.11.  Undertaking for Costs.......................................  59
SECTION 6.12.  Restoration of Rights and Remedies..........................  59
SECTION 6.13.  Rights and Remedies Cumulative..............................  59
SECTION 6.14.  Delay or Omission Not Waiver................................  60

                             ARTICLE SEVEN TRUSTEE

SECTION 7.01.  General.....................................................  60
SECTION 7.02.  Certain Rights of Trustee...................................  60
SECTION 7.03.  Individual Rights of Trustee................................  61
</TABLE>
<PAGE>

                                      iv

<TABLE>
<S>                                                                                         <C>
SECTION 7.04.  Trustee's Disclaimer.......................................................  62
SECTION 7.05.  Notice of Default..........................................................  62
SECTION 7.06.  Reports by Trustee to Holders..............................................  62
SECTION 7.07.  Compensation and Indemnity.................................................  62
SECTION 7.08.  Replacement of Trustee.....................................................  63
SECTION 7.09.  Successor Trustee by Merger, Etc...........................................  64
SECTION 7.10.  Eligibility................................................................  64
SECTION 7.11.  Money Held in Trust........................................................  64

                                ARTICLE EIGHT DISCHARGE OF INDENTURE

SECTION 8.01.  Termination of Company's Obligations.......................................  65
SECTION 8.02.  Defeasance and Discharge of Indenture......................................  65
SECTION 8.03.  Defeasance of Certain Obligations..........................................  67
SECTION 8.04.  Application of Trust Money.................................................  69
SECTION 8.05.  Repayment to Company.......................................................  69
SECTION 8.06.  Reinstatement..............................................................  69

                        ARTICLE NINE AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01.  Without Consent of Holders.................................................  70
SECTION 9.02.  With Consent of Holders....................................................  70
SECTION 9.03.  Revocation and Effect of Consent...........................................  71
SECTION 9.04.  Notation on or Exchange of Notes...........................................  72
SECTION 9.05.  Trustee to Sign Amendments, Etc............................................  72
SECTION 9.06.  Conformity with Trust Indenture Act........................................  72

                                ARTICLE TEN SUBORDINATION OF NOTES

SECTION 10.01. Notes Subordinated to Senior Indebtedness..................................  73
SECTION 10.02. No Payment on Notes in Certain Circumstances...............................  73
SECTION 10.03. Payment over Proceeds upon Dissolution, Etc................................  74
SECTION 10.04. Subrogation................................................................  76
SECTION 10.05. Obligations of Company Unconditional.......................................  76
SECTION 10.06. Notice to Trustee..........................................................  77
SECTION 10.07. Reliance on Judicial Order or Certificate of Liquidating Agent.............  77
SECTION 10.08. Trustee's Relation to Senior Indebtedness..................................  78
SECTION 10.09. Subordination Rights Not Impaired by Acts or Omissions of
               the Company or Holders of Senior Indebtedness..............................  78
SECTION 10.10. Holders Authorize Trustee to Effectuate Subordination of
               Notes......................................................................  78
SECTION 10.11. Not to Prevent Events of Default...........................................  79
SECTION 10.12. Trustee's Compensation Not Prejudiced......................................  79
SECTION 10.13. No Waiver of Subordination Provisions......................................  79
SECTION 10.14. Payments May Be Paid Prior to Dissolution..................................  79
</TABLE>
<PAGE>

                                       v

<TABLE>
<S>                                                                                    <C>
SECTION 10.15. Consent of Holders of Senior Indebtedness Under the Credit
               Facility and the Indenture Governing the Senior Notes.................  79
SECTION 10.16. Trust Moneys Not Subordinated.........................................  80

                                ARTICLE ELEVEN MISCELLANEOUS

SECTION 11.01. Trust Indenture Act of 1939...........................................  80
SECTION 11.02. Notices...............................................................  80
SECTION 11.03. Certificate and Opinion as to Conditions Precedent....................  81
SECTION 11.04. Statements Required in Certificate or Opinion.........................  81
SECTION 11.05. Rules by Trustee, Paying Agent or Registrar...........................  82
SECTION 11.06. Payment Date Other Than a Business Day................................  82
SECTION 11.07. Governing Law.........................................................  82
SECTION 11.08. No Adverse Interpretation of Other Agreements.........................  82
SECTION 11.09. No Recourse Against Others............................................  82
SECTION 11.10. Successors............................................................  83
SECTION 11.11. Duplicate Originals...................................................  83
SECTION 11.12. Separability..........................................................  83
SECTION 11.13. Table of Contents, Headings, Etc......................................  83


EXHIBIT A     FORM OF NOTE...........................................................  A-1
EXHIBIT B     Form of Certificate....................................................  B-1
EXHIBIT C     Form of Certificate to Be Delivered in Connection with Transfers
              Pursuant to Non-QIB Accredited Investors...............................  C-1
EXHIBIT D     Form of Certificate to Be Delivered in Connection with Transfers
              Pursuant to Regulation S...............................................  D-1
</TABLE>
<PAGE>

     INDENTURE, dated as of July 26, 2000 between CFW Communications Company, a
Virginia corporation (the "Company"), and THE BANK OF NEW YORK, a New York
                           -------
banking corporation, trustee (the "Trustee").
                                   -------

                                    RECITALS

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance initially of up to $95,000,000 aggregate
principal amount of the Company's 13.5% Subordinated Notes due 2011 (the
"Notes") issuable as provided in this Indenture. All things necessary to make
 -----
this Indenture a valid agreement of the Company, in accordance with its terms,
have been done, and the Company has done all things necessary to make the Notes,
when executed by the Company and authenticated and delivered by the Trustee
hereunder and duly issued by the Company, valid obligations of the Company as
hereinafter provided.

     This Indenture is subject to, and shall be governed by, the provisions of
the Trust Indenture Act of 1939, as amended, that are required to be a part of
and to govern indentures qualified under the Trust Indenture Act of 1939, as
amended.

                     AND THIS INDENTURE FURTHER WITNESSETH

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




                                  ARTICLE ONE
                   DEFINITIONS AND INCORPORATION BY REFERENCE

               .1.     Definitions
               -------------------

     "Acquired Indebtedness" means Indebtedness of a Person (1) existing at the
      ---------------------
time such Person becomes a Restricted Subsidiary or (2) assumed in connection
with an Asset Acquisition by a Restricted Subsidiary; 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 be
Acquired Indebtedness.

     "Adjusted Consolidated Net Income" means, for any period, the aggregate net
      --------------------------------
income (or loss) of the Company and its Restricted Subsidiaries for such period
determined in conformity with GAAP; provided that the following items shall be
excluded in computing Adjusted Consolidated Net Income (without duplication):

          (1) the net income of any Person that is not a Restricted Subsidiary,
     except to the extent of the amount of dividends or other distributions
     actually paid to the Company or any of its Restricted Subsidiaries by such
     Person during such period;
<PAGE>

                                       2

          (2) the net income (or loss) of any Person accrued prior to the date
     it becomes a Restricted Subsidiary or is merged into or consolidated with
     the Company or any of its Restricted Subsidiaries or all or substantially
     all of the property and assets of such Person are acquired by the Company
     or any of its Restricted Subsidiaries;

          (3) the net income of any Restricted Subsidiary to the extent that the
     declaration or payment of dividends or similar distributions by such
     Restricted Subsidiary of such net income is not at the time permitted by
     the operation of the terms of its charter or any agreement, instrument,
     judgment, decree, order, statute, rule or governmental regulation
     applicable to such Restricted Subsidiary;

          (4) any gains or losses (on an after-tax basis) attributable to Asset
     Sales;

          (5) solely for purposes of calculating the amount of Restricted
     Payments that may be made pursuant to clause (C) of Section 4.04, any
     amount paid or accrued as dividends on Preferred Stock of the Company owned
     by Persons other than the Company and any of its Restricted Subsidiaries;
     and

          (6) all extraordinary gains and extraordinary losses.

     "Adjusted Consolidated Net Tangible Assets" means the total amount of
      -----------------------------------------
assets of the Company and its Restricted Subsidiaries (less applicable
depreciation, amortization and other valuation reserves), except to the extent
resulting from write-ups of capital assets (excluding write-ups in connection
with accounting for acquisitions in conformity with GAAP), after deducting
therefrom (1) all current liabilities of the Company and its Restricted
Subsidiaries (excluding intercompany payables and receivables) and (2) all
goodwill, trade names, trademarks, patents, unamortized debt discount and
expense and other like intangibles, other than licenses, all as set forth on the
most recent quarterly or annual consolidated balance sheet of the Company and
its Restricted Subsidiaries, prepared in conformity with GAAP and filed with the
Commission or provided to the Trustee.

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

     "Agent" means any Registrar, Co-Registrar, Paying Agent or authenticating
      -----
agent.

     "Agent Members" has the meaning provided in Section 2.07(a).
      -------------

     "Asset Acquisition" means (1) an Investment by the Company or any of its
      -----------------
Restricted Subsidiaries in any other Person pursuant to which such Person shall
become a Restricted Subsidiary or shall be merged into or consolidated with the
Company or any of its Restricted
<PAGE>

                                       3

Subsidiaries; provided that such Person's primary business is related, ancillary
or complementary to the businesses of the Company and its Restricted
Subsidiaries on the date of such Investment or (2) an acquisition by the Company
or any of its Restricted Subsidiaries of the property and assets of any Person
other than the Company or any of its Restricted Subsidiaries that constitute
substantially all of a division or line of business of such Person; provided
that the property and assets acquired are related, ancillary or complementary to
the businesses of the Company and its Restricted Subsidiaries on the date of
such acquisition.

     "Asset Disposition" means the sale or other disposition by the Company or
      -----------------
any of its Restricted Subsidiaries (other than to the Company or another
Restricted Subsidiary) of (1) all or substantially all of the Capital Stock of
any Restricted Subsidiary or (2) all or substantially all of the assets that
constitute a division or line of business of the Company or any of its
Restricted Subsidiaries.

     "Asset Sale" means any sale, transfer or other disposition (including by
      ----------
way of merger, consolidation or sale-leaseback transaction) after the Closing
Date in one transaction or a series of related transactions by the Company or
any of its Restricted Subsidiaries to any Person other than the Company or any
of its Restricted Subsidiaries of (1) all or any of the Capital Stock of any
Restricted Subsidiary, (2) all or substantially all of the property and assets
of an operating unit or business of the Company or any of its Restricted
Subsidiaries or (3) any other property and assets (other than the Capital Stock
or other Investment in an Unrestricted Subsidiary) of the Company or any of its
Restricted Subsidiaries outside the ordinary course of business of the Company
or such Restricted Subsidiary and, in each case, that is not governed by the
provisions of this Indenture applicable to mergers, consolidations and sales of
assets of the Company; provided that "Asset Sale" shall not include (a) sales or
other dispositions of inventory, receivables and other current assets, (b)
sales, transfers or other dispositions of assets constituting a Restricted
Payment permitted to be made pursuant to Section 4.04, (c) sales or other
dispositions of assets for consideration at least equal to the fair market value
of the assets sold or disposed of, to the extent that the consideration received
would satisfy clause (B) of Section 4.11 or (d) sales or other dispositions of
obsolete or worn out equipment or equipment that is no longer useful in the
conduct of the business of the Company and its Restricted Subsidiaries and that
is disposed of in each case in the ordinary course of business.

     "Average Life" means, at any date of determination with respect to any debt
      ------------
security, the quotient obtained by dividing (1) the sum of the products of (a)
the number of years from such date of determination to the dates of each
successive scheduled principal payment of such debt security and (b) the amount
of such principal payment by (2) the sum of all such principal payments.

     "Board of Directors" means the Board of Directors of the Company or any
      ------------------
committee of such Board of Directors duly authorized to act under this
Indenture.

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

                                       4

     "Business Day" means any day except a Saturday, Sunday or other day on
      ------------
which commercial banks in The City of New York, or in the city of the Corporate
Trust Office of the Trustee, are authorized by law or other governmental action
to close.

     "Capital Stock" means, with respect to any Person, any and all shares,
      -------------
interests, participations or other equivalents (however designated, whether
voting or non-voting) in equity of such Person, whether outstanding on the
Closing Date or issued thereafter, including, without limitation, all Common
Stock and Preferred Stock.

     "Capitalized Lease" means, as applied to any Person, any lease of any
      -----------------
property (whether real, personal or mixed) of which the discounted present value
of the rental obligations of such Person as lessee, in conformity with GAAP, is
required to be capitalized on the balance sheet of such Person.

     "Capitalized Lease Obligations" means the discounted present value of the
      -----------------------------
rental obligations under a Capitalized Lease.

     "Cash Equivalents" means (1) securities issued or directly and fully
      ----------------
guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof) in each case maturing within
one year after the date of acquisition, (2) time deposits and certificates of
deposit and commercial paper issued by the parent corporation of any domestic
commercial bank of recognized standing having capital and surplus in excess of
$500.0 million and commercial paper issued by others rated at least A-2 or the
equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody's
and in each case maturing within one year after the date of acquisition and (3)
investments in money market funds substantially all of whose assets comprise
securities of the types described in clauses (1) and (2) above.

     "Change of Control" means such time as (1) a "person" or "group" (within
      -----------------
the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act), other than the
Permitted Holders, becomes the ultimate "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act) of more than 35% of the total voting power of the
Voting Stock of the Company on a fully diluted basis and such total voting power
is more than WCAS's total voting power of the Voting Stock of the Company on a
fully diluted basis; or (2) individuals who on the Closing Date constitute the
Board of Directors (together with any new directors whose election by the Board
of Directors or whose nomination by the Board of Directors for election by the
Company's stockholders was approved by a vote of at least a majority of the
members of the Board of Directors then in office who either were members of the
Board of Directors on the Closing Date or whose election or nomination for
election was previously so approved) cease for any reason to constitute a
majority of the members of the Board of Directors then in office.

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

     "Commission" means the Securities and Exchange Commission, as from time to
      ----------
time constituted, created under the Exchange Act or, if at any time after the
execution of this
<PAGE>

                                       5

instrument such Commission is not existing and performing the duties now
assigned to it under the TIA, then the body performing such duties at such time.

     "Common Stock" means, with respect to any Person, any and all shares,
      ------------
interests, participations or other equivalents (however designated, whether
voting or non-voting) of such Person's equity, other than Preferred Stock of
such Person, whether outstanding on the Closing Date or issued thereafter,
including, without limitation, all series and classes of such common stock.

     "Company" means the party named as such in the first paragraph of this
      -------
Indenture until a successor replaces it pursuant to Article Five of this
Indenture and thereafter means the successor.

     "Company Order" means a written request or order signed in the name of the
      -------------
Company (i) by its Chairman, a Vice Chairman, its President or a Vice President
and (ii) by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant
Secretary and delivered to the Trustee; provided, however, that such written
request or order may be signed by any two of the officers or directors listed in
clause (i) above in lieu of being signed by one of such officers or directors
listed in such clause (i) and one of the officers listed in clause (ii) above.

     "Consolidated EBITDA" means, for any period, Adjusted Consolidated Net
      -------------------
Income for such period plus, to the extent such amount was deducted in
calculating such Adjusted Consolidated Net Income:  (1) Consolidated Interest
Expense, (2) income taxes (other than income taxes (either positive or negative)
attributable to extraordinary and non-recurring gains or losses or sales of
assets), (3) depreciation expense, (4) amortization expense, (5) for purposes of
determining the Company's ability to Incur Indebtedness, non-recurring severance
and transaction costs incurred in connection with any acquisition (including any
Transaction) by the Company or its Restricted Subsidiaries and (6) all other
non-cash items reducing Adjusted Consolidated Net Income (other than items that
will require cash payments and for which an accrual or reserve is, or is
required by GAAP to be, made), less all non-cash items increasing Adjusted
Consolidated Net Income, all as determined on a consolidated basis for the
Company and its Restricted Subsidiaries in conformity with GAAP; provided that,
if any Restricted Subsidiary is not a Wholly Owned Restricted Subsidiary,
Consolidated EBITDA shall be reduced (to the extent not otherwise reduced in
accordance with GAAP) or increased (to the extent not otherwise increased in
accordance with GAAP) by an amount equal to (A) the amount of the Adjusted
Consolidated Net Income (whether positive or negative) attributable to such
Restricted Subsidiary multiplied by (B) the percentage ownership interest in the
income of such Restricted Subsidiary not owned on the last day of such period by
the Company or any of its Restricted Subsidiaries.

     "Consolidated Interest Expense" means, for any period, the aggregate amount
      -----------------------------
of interest in respect of Indebtedness (including, without limitation,
Indebtedness that is Guaranteed or secured by the Company or any of its
Restricted Subsidiaries, including, without limitation, amortization of original
issue discount on any Indebtedness and the interest portion of any deferred
payment obligation, calculated in accordance with the effective interest method
of
<PAGE>

                                       6

accounting; all commissions, discounts and other fees and charges owed with
respect to letters of credit and bankers' acceptance financing; and the net
costs associated with Interest Rate Agreements) and all but the principal
component of rentals in respect of Capitalized Lease Obligations paid, accrued
or scheduled to be paid or to be accrued by the Company and its Restricted
Subsidiaries during such period; excluding, however, (1) any amount of such
interest of any Restricted Subsidiary if the net income of such Restricted
Subsidiary is excluded in the calculation of Adjusted Consolidated Net Income
pursuant to clause (3) of the definition thereof (but only in the same
proportion as the net income of such Restricted Subsidiary is excluded from the
calculation of Adjusted Consolidated Net Income pursuant to clause (3) of the
definition thereof) and (2) any premiums, fees and expenses (and any
amortization thereof) payable in connection with the offering of the Notes, all
as determined on a consolidated basis (without taking into account Unrestricted
Subsidiaries) in conformity with GAAP.

     "Corporate Trust Office" means the office of the Trustee at which the
      ----------------------
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date of this Indenture,
located at 101 Barclay Street, Floor 21-W, New York, New York 10286; Attention:
Corporate Trust Administration, or such other address as the Trustee may
designate from time to time by notice to the Holders and the Company.

     "Credit Facility" means the Credit Agreement among the Company, Morgan
      ---------------
Stanley Senior Funding, Inc. and certain other financial institutions party
thereto, as such agreement, may be, in one or more agreements with one or more
lending groups, amended, renewed, extended, substituted, refinanced,
restructured, replaced, supplemented or otherwise modified, in whole or in part,
from time to time (including, without limitation, any successive renewals,
extensions, substitutions, refinancings, restructurings, replacements,
supplements or other modifications of the foregoing, including those that
increase the amount available thereunder in accordance with the terms of this
Indenture).

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

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

     "Depositary" means The Depository Trust Company, its nominees, and their
      ----------
respective successors.

     "Designated Senior Indebtedness" means (i) all Senior Indebtedness under
      ------------------------------
the Credit Facility, (ii) the Senior Notes, and (iii) any other Senior
Indebtedness which, at the time of determination, has a principal amount
outstanding of at least $25 million and is specifically designated in the
instrument evidencing such Senior Indebtedness as "Designated Senior
Indebtedness" by the Company.

     "Disqualified Stock" means any class or series of Capital Stock of any
      ------------------
Person that by its terms or otherwise is (1) required to be redeemed prior to
the Stated Maturity of the Notes, (2) redeemable at the option of the holder of
such class or series of Capital Stock at any time
<PAGE>

                                       7

prior to the Stated Maturity of the Notes or (3) convertible into or
exchangeable for Capital Stock referred to in clause (1) or (2) above or
Indebtedness having a scheduled maturity prior to the Stated Maturity of the
Notes; provided that any Capital Stock that would not constitute Disqualified
Stock but for provisions thereof giving holders thereof the right to require
such Person to repurchase or redeem such Capital Stock upon the occurrence of an
"asset sale" or "change of control" occurring prior to the Stated Maturity 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 provisions contained in Section 4.11
and Section 4.12 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 4.11 and Section 4.12.

     "Event of Default" has the meaning provided in Section 6.01.
      ----------------

     "Excess Proceeds" has the meaning provided in Section 4.11.
      ---------------

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

     "fair market value" means the price that would be paid in an arm's-length
      -----------------
transaction between an informed and willing seller under no compulsion to sell
and an informed and willing buyer under no compulsion to buy, as determined by
the Board of Directors, whose determination shall be conclusive if evidenced by
a Board Resolution; provided that with respect to any transaction or series of
related transactions having a value in excess of $10 million such determination
is made by disinterested members of the Board of Directors.

     "GAAP" means generally accepted accounting principles in the United States
      ----
of America as in effect as of the Closing Date, including, without limitation,
those set forth in the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant segment of the
accounting profession. All ratios and computations contained or referred to in
this Indenture shall be computed in conformity with GAAP applied on a consistent
basis, except that calculations made for purposes of determining compliance with
the terms of the covenants and with other provisions of this Indenture shall be
made without giving effect to (1) the amortization of any expenses incurred in
connection with the Transactions and (2) except as otherwise provided, the
amortization of any amounts required or permitted by Accounting Principles Board
Opinion Nos. 16 and 17.

     "Global Notes" has the meaning provided in Section 2.01.
      ------------

     "Government Securities" means direct obligations of, obligations fully
      ---------------------
guaranteed by, or participations in pools consisting solely of obligations of or
obligations guaranteed by, the United States of America for the payment of which
guarantee or obligations the full faith and credit of the United States of
America is pledged and which are not callable or redeemable at the option of the
issuer thereof.
<PAGE>

                                       8

     "Guarantee" means any obligation, contingent or otherwise, of any Person
      ---------
directly or indirectly guaranteeing any Indebtedness of any other Person and,
without limiting the generality of the foregoing, any obligation, direct or
indirect, contingent or otherwise, of such Person (1) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness of
such other Person (whether arising by virtue of partnership arrangements, or by
agreements to keep-well, to purchase assets, goods, securities or services
(unless such purchase arrangements are on arm's-length terms and are entered
into in the ordinary course of business), to take-or-pay, or to maintain
financial statement conditions or otherwise) or (2) entered into for purposes of
assuring in any other manner the obligee of such Indebtedness of the payment
thereof or to protect such obligee against loss in respect thereof (in whole or
in part); provided that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business.  The term "Guarantee"
used as a verb has a corresponding meaning.

     "Guaranteed Indebtedness" has the meaning provided in Section 4.07.
      -----------------------

     "Holder" or "Noteholder" means the registered holder of any Note.
      ------      ----------

     "Incur" means, with respect to any Indebtedness, to incur, create, issue,
      -----
assume, Guarantee or otherwise become liable for or with respect to, or become
responsible for, the payment of, contingently or otherwise, such Indebtedness,
including an "Incurrence" of Acquired Indebtedness; provided that neither the
accrual of interest nor the accretion of original issue discount shall be
considered an Incurrence of Indebtedness.

     "Indebtedness" means, with respect to any Person at any date of
      ------------
determination (without duplication):

          (1) all indebtedness of such Person for borrowed money;

          (2) all obligations of such Person evidenced by bonds, debentures,
     Notes or other similar instruments;

          (3) all obligations of such Person in respect of letters of credit or
     other similar instruments (including reimbursement obligations with respect
     thereto, but excluding obligations with respect to letters of credit
     (including trade letters of credit) securing obligations (other than
     obligations described in (1) or (2) above or (5), (6) or (7) below) entered
     into in the ordinary course of business of such Person to the extent such
     letters of credit are not drawn upon or, if drawn upon, to the extent such
     drawing is reimbursed no later than the third Business Day following
     receipt by such Person of a demand for reimbursement);

          (4) all obligations of such Person to pay the deferred and unpaid
     purchase price of property or services, which purchase price is due more
     than six months (or one year in the case of earnouts for which the maximum
     non-contingent obligation does not exceed $25.0 million) after the date of
     placing such property in service or taking delivery and title thereto or
     the completion of such services, except Trade Payables;
<PAGE>

                                       9

          (5) all Capitalized Lease Obligations;

          (6) all Indebtedness of other Persons secured by a Lien on any asset
     of such Person, whether or not such Indebtedness is assumed by such Person;
     provided that the amount of such Indebtedness shall be the lesser of (A)
     the fair market value of such asset at such date of determination and (B)
     the amount of such Indebtedness;

          (7) all Indebtedness of other Persons Guaranteed by such Person to the
     extent such Indebtedness is Guaranteed by such Person; and

          (8) to the extent not otherwise included in this definition,
     obligations under Currency Agreements and Interest Rate Agreements.

     The amount of Indebtedness of any Person at any date shall be the
outstanding balance at such date of all unconditional obligations as described
above and, with respect to contingent obligations, the maximum net liability
upon the occurrence of the contingency giving rise to the obligation, provided
(A) that the amount outstanding at any time of any Indebtedness issued with
original issue discount is the face amount of such Indebtedness less the
remaining unamortized portion of the original issue discount of such
Indebtedness at such time as determined in conformity with GAAP, (B) that money
borrowed and set aside at the time of the Incurrence of any Indebtedness in
order to prefund the payment of the interest on such Indebtedness shall not be
deemed to be "Indebtedness" so long as such money is held to secure the payment
of such interest and (C) that Indebtedness shall not include any liability for
federal, state, local or other taxes.

     "Indebtedness to EBITDA Ratio" means, on any Transaction Date, the ratio of
      ----------------------------

          (1) the aggregate amount of Indebtedness of the Company and its
     Restricted Subsidiaries on a consolidated basis outstanding on such
     Transaction Date to

          (2) the aggregate amount of Consolidated EBITDA for the then most
     recent four fiscal quarters for which financial statements of the Company
     have been filed with the Commission or provided to the Trustee (such four
     fiscal quarter period being the "Four Quarter Period"); provided that, in
     making the foregoing calculation, (A) pro forma effect shall be given to
     any Indebtedness to be Incurred or repaid on the Transaction Date; (B) pro
     forma effect shall be given to Asset Dispositions and Asset Acquisitions
     (including giving pro forma effect to the application of proceeds of any
     Asset Disposition) that occur from the beginning of the Four Quarter Period
     through the Transaction Date (the "Reference Period"), as if they had
     occurred and such proceeds had been applied on the first day of such
     Reference Period; and (C) pro forma effect shall be given to Asset
     Dispositions and Asset Acquisitions (including giving pro forma effect to
     the application of proceeds of any Asset Disposition) that have been made
     by any Person that has become a Restricted Subsidiary or has been merged
     with or into the Company or any Restricted Subsidiary during such Reference
     Period and that would have constituted Asset Dispositions or Asset
     Acquisitions had such transactions occurred when such Person was a
     Restricted Subsidiary as if such asset dispositions or asset acquisitions
     were
<PAGE>

                                      10

     Asset Dispositions or Asset Acquisitions that occurred on the first day of
     such Reference Period; provided that to the extent that clause (B) or (C)
     of this sentence requires that pro forma effect be given to an Asset
     Acquisition or Asset Disposition, such pro forma calculation shall be based
     upon the four full fiscal quarters immediately preceding the Transaction
     Date of the Person, or division or line of business of the Person, that is
     acquired or disposed of for which financial information is available.

     "Indenture" means this Indenture as originally executed or as it may be
      ---------
amended or supplemented from time to time by one or more indentures supplemental
to this Indenture entered into pursuant to the applicable provisions of this
Indenture.

     "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 Payment Date" means each semiannual interest payment date on
      ---------------------
February 15 and August 15 of each year, commencing February 15, 2001.

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

     "Investment" by the Company or any Restricted Subsidiary in any Person
      ----------
means any direct or indirect advance, loan or other extension of credit
(including, without limitation, by way of Guarantee or similar arrangement; but
excluding Permitted Advances and advances to customers in the ordinary course of
business that are, in conformity with GAAP, recorded as accounts receivable on
the balance sheet of the Company or its Restricted Subsidiaries) or capital
contribution to (by means of any transfer of cash or other property to others or
any payment for property or services for the account or use of others), or any
purchase or acquisition of Capital Stock, bonds, notes, debentures or other
similar instruments issued by, such Person and shall include (i) the designation
of a Restricted Subsidiary as an Unrestricted Subsidiary and (ii) the retention
of the Capital Stock (or any other Investment) by the Company or any of its
Restricted Subsidiaries, of (or in) any Person that has ceased to be a
Subsidiary, including without limitation, by reason of any transaction permitted
by clause (iii) of Section 4.06. For purposes of the definition of "Unrestricted
Subsidiary" and Section 4.04, the amount of or a reduction in an Investment
shall be equal to the fair market value thereof at the time such Investment is
made or reduced.

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

     "Moody's" means Moody's Investors Service, Inc. and its successors.
      -------

     "MSDW" means Morgan Stanley Dean Witter & Co. and its affiliates.
      ----
<PAGE>

                                      11

     "Net Cash Proceeds" means, (a) with respect to any Asset Sale, the proceeds
      -----------------
of such Asset Sale in the form of cash or Cash Equivalents, including payments
in respect of deferred payment obligations (to the extent corresponding to the
principal, but not interest, component thereof) when received in the form of
cash or Cash Equivalents and proceeds from the conversion of other property
received when converted to cash or Cash Equivalents, net of (i) brokerage
commissions and other fees and expenses (including fees and expenses of counsel
and investment bankers) related to such Asset Sale, (ii) provisions for all
taxes (whether or not such taxes will actually be paid or are payable) as a
result of such Asset Sale without regard to the consolidated results of
operations of the Company and its Restricted Subsidiaries, taken as a whole,
(iii) payments made to repay Indebtedness or any other obligation outstanding at
the time of such Asset Sale that either (A) is secured by a Lien on the property
or assets sold or (B) is required to be paid as a result of such sale and (iv)
appropriate amounts to be provided by the Company or any Restricted Subsidiary
as a reserve against any liabilities associated with 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 determined
in conformity with GAAP and (b) with respect to any issuance or sale of Capital
Stock, the proceeds of such issuance or sale in the form of cash or Cash
Equivalents, including payments in respect of deferred payment obligations (to
the extent corresponding to the principal, but not interest, component thereof)
when received in the form of cash or Cash Equivalents and proceeds from the
conversion of other property received when converted to cash or Cash
Equivalents, net of attorney's fees, accountants' fees, underwriters' or
placement agents' fees, discounts or commissions and brokerage, consultant and
other fees incurred in connection with such issuance or sale and net of taxes
paid or payable as a result thereof.

     "Non-U.S. Person" means a person who is not a "U.S. person" (as defined in
      ---------------
Regulation S).

     "Notes" means any of the securities, as defined in the first paragraph of
      -----
the recitals hereof, that are authenticated and delivered under this Indenture.
For all purposes of this Indenture, the term "Notes" shall include the Notes
initially issued on the Closing Date and any other Notes issued after the
Closing Date under this Indenture.  For purposes of this Indenture, all Notes
shall vote together as one series of Notes under this Indenture.

     "Offer to Purchase" means an offer to purchase Notes by the Company from
      -----------------
the Holders commenced by mailing a notice to the Trustee and each Holder
stating:

          (1) the covenant pursuant to which the offer is being made and that
     all Notes validly tendered will be accepted for payment on a pro rata
     basis;

          (2) the purchase price and the date of purchase (which shall be a
     Business Day no earlier than 30 days nor later than 60 days after the date
     such notice is mailed) (the "Payment Date");

          (3) that any Note not tendered will continue to accrue interest
     pursuant to its terms;
<PAGE>

                                      12

          (4) that, unless the Company defaults in the payment of the purchase
     price, any Note accepted for payment pursuant to the Offer to Purchase
     shall cease to accrue interest on and after the Payment Date;

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

          (6) that Holders will be entitled to withdraw their election if the
     Paying Agent receives, not later than the close of business on the third
     Business Day immediately preceding the Payment Date, a telegram, facsimile
     transmission or letter setting forth the name of such Holder, the principal
     amount of Notes delivered for purchase and a statement that such Holder is
     withdrawing his election to have such Notes purchased; and

          (7) that Holders whose Notes are being purchased only in part will be
     issued new Notes equal in principal amount to the unpurchased portion of
     the Notes surrendered; provided that each Note purchased and each new Note
     issued shall be in a principal amount of $1,000 or integral multiples
     thereof.

     On the Payment Date, the Company shall (1) accept for payment on a pro rata
basis Notes or portions thereof tendered pursuant to an Offer to Purchase; (2)
deposit with the Paying Agent money sufficient to pay the purchase price of all
Notes or portions thereof so accepted; and (3) deliver, or cause to be
delivered, to the Trustee all Notes or portions thereof so accepted together
with an Officers' Certificate specifying the Notes or portions thereof accepted
for payment by the Company. The Paying Agent shall promptly mail to the Holders
of Notes so accepted payment in an amount equal to the purchase price, and the
Trustee shall promptly authenticate and mail to such Holders a new Note equal in
principal amount to any unpurchased portion of the Note surrendered; provided
that each Note purchased and each new Note issued shall be in a principal amount
of $1,000 or integral multiples thereof. The Company will publicly announce the
results of an Offer to Purchase as soon as practicable after the Payment Date.
The Trustee shall act as the Paying Agent for an Offer to Purchase. The Company
will comply with Rule 14e-1 under the Exchange Act and any other securities laws
and regulations thereunder to the extent such laws and regulations are
applicable, in the event that the Company is required to repurchase Notes
pursuant to an Offer to Purchase.

     "Officer" means, with respect to the Company, (i) the Chairman of the
      -------
Board, the Chief Executive Officer, the President, any Vice President or the
Chief Financial Officer, and (ii) the Treasurer or any Assistant Treasurer, or
the Secretary or any Assistant Secretary.

     "Officers' Certificate" means a certificate signed by one Officer listed in
      ---------------------
clause (i) of the definition thereof and one Officer listed in clause (ii) of
the definition thereof or two officers listed in clause (i) of the definition
thereof.  Each Officers' Certificate (other than certificates provided pursuant
to TIA Section 314(a)(4)) shall include the statements provided for in TIA
Section 314(e).
<PAGE>

                                      13

     "Offshore Global Note" has the meaning provided in Section 2.01.
      --------------------

     "Offshore Physical Notes" has the meaning provided in Section 2.01.
      -----------------------

     "Opinion of Counsel" means a written opinion signed by legal counsel, who
      ------------------
may be an employee of or counsel to the Company, that meets the requirements of
Section 10.04 hereof.  Each such Opinion of Counsel shall include the statements
provided for in TIA Section 314(e).

     "Pari Passu Indebtedness" has the meaning provided in Section 4.11.
      -----------------------

     "Paying Agent" has the meaning provided in Section 2.04, except that, for
      ------------
the purposes of Article Eight, the Paying Agent shall not be the Company or a
Subsidiary of the Company or an Affiliate of any of them.  The term "Paying
Agent" includes any additional Paying Agent.

     "Payment Blockage Period" has the meaning provided in Section 10.02.
      -----------------------

     "Payment Date" has the meaning provided in the definition of Offer to
      ------------
Purchase.

     "Permitted Advances" means advances by the Company to the West Virginia PCS
      ------------------
Alliance on and after the Closing Date in an aggregate amount not to exceed
$104.0 million at any one time outstanding.

     "Permitted Holders" means WCAS and MSDW.
      -----------------

     "Permitted Investment" means:
      --------------------

          (1)  an Investment in the Company or a Restricted Subsidiary or a
     Person which will, upon the making of such Investment, become a Restricted
     Subsidiary or be merged or consolidated with or into or transfer or convey
     all or substantially all its assets to, the Company or a Restricted
     Subsidiary; provided that such person's primary business is related,
     ancillary or complementary to the businesses of the Company and its
     Restricted Subsidiaries on the date of such Investment;

          (2)  Temporary Cash Investments;

          (3)  payroll, travel and similar advances to cover matters that are
     expected at the time of such advances ultimately to be treated as expenses
     in accordance with GAAP;

          (4)  stock, obligations or securities received in satisfaction of
     judgments;

          (5)  an Investment in an Unrestricted Subsidiary consisting solely of
     an Investment in another Unrestricted Subsidiary;

          (6)  Interest Rate Agreements and Currency Agreements designed solely
     to protect the Company or its Restricted Subsidiaries against fluctuations
     in interest rates or foreign currency exchange rates;
<PAGE>

                                      14

          (7)  loans or advances to or guarantees of third-party loans or
     advances to employees of the Company or any Restricted Subsidiary in the
     normal course of business in an aggregate amount not to exceed $5.0 million
     in the aggregate at any one time outstanding;

          (8)  Strategic Telecommunications Investments made after the Closing
     Date in an aggregate amount not to exceed $11.25 million in the aggregate
     at any one time outstanding prior to the closing of the Company's
     acquisition of R&B Communications, Inc. (the "R&B Acquisition") and $15.0
                                                   ---------------
     million thereafter in the aggregate at any one time outstanding;

          (9)  Notwithstanding (8) above, Strategic Telecommunications
     Investments, to the extent that the payment for such Strategic
     Telecommunications Investments consists of (i) Common Stock of the Company
     or (ii) proceeds of a sale of Common Stock of the Company received by the
     Company within 60 days of the making of such Investment;

          (10) Investments, the payment for which consists of (i) Qualified
     Capital Stock of the Company or (ii) the proceeds of a sale of Qualified
     Capital Stock of the Company received by the Company within 60 days of the
     making of such Investment, in an aggregate amount not to exceed $37.5
     million at any one time outstanding prior to the closing of the R&B
     Acquisition and thereafter $50.0 million in the aggregate at any one time
     outstanding; and

          (11) Investments outstanding on the Closing Date or to be made as part
     of the Transactions, including without limitation, $7.5 million of
     investments in the RTFC to facilitate borrowings under the Credit Facility.

     "Permitted Liens" means:
      ---------------

          (1)  Liens for taxes, assessments, governmental charges or claims that
     are being contested in good faith by appropriate legal proceedings promptly
     instituted and diligently conducted and for which a reserve or other
     appropriate provision, if any, as shall be required in conformity with GAAP
     shall have been made;

          (2)  statutory and common law Liens of landlords and carriers,
     warehousemen, mechanics, suppliers, materialmen, repairmen or other similar
     Liens arising in the ordinary course of business and with respect to
     amounts not yet delinquent or being contested in good faith by appropriate
     legal proceedings promptly instituted and diligently conducted and for
     which a reserve or other appropriate provision, if any, as shall be
     required in conformity with GAAP shall have been made;

          (3)  Liens incurred or deposits made in the ordinary course of
     business in connection with workers' compensation, unemployment insurance
     and other types of social security;
<PAGE>

                                      15

          (4)  Liens incurred or deposits made to secure the performance of
     tenders, bids, leases, statutory or regulatory obligations, bankers'
     acceptances, surety and appeal bonds, government contracts, performance and
     return-of-money bonds and other obligations of a similar nature incurred in
     the ordinary course of business (exclusive of obligations for the payment
     of borrowed money);

          (5)  easements, rights-of-way, municipal and zoning ordinances and
     similar charges, encumbrances, title defects or other irregularities that
     do not materially interfere with the ordinary course of business of the
     Company and its Restricted Subsidiaries, taken as a whole;

          (6)  Liens (including extensions and renewals thereof) upon real or
     personal property acquired after the Closing Date; provided that (a) such
     Lien is created solely for the purpose of securing Indebtedness Incurred,
     in accordance with Section 4.03, to finance the cost (including the cost of
     improvement or construction) of the item of property or assets subject
     thereto and such Lien is created prior to, at the time of or within six
     months after the later of the acquisition, the completion of construction
     or the commencement of full operation of such property (b) the principal
     amount of the Indebtedness secured by such Lien does not exceed 100% of
     such cost and (c) any such Lien shall not extend to or cover any property
     or assets other than such item of property or assets and any improvements
     on such item;

          (7)  leases or subleases granted to others that do not materially
     interfere with the ordinary course of business of the Company and its
     Restricted Subsidiaries, taken as a whole;

          (8)  Liens encumbering property or assets under construction arising
     from progress or partial payments by a customer of the Company or its
     Restricted Subsidiaries relating to such property or assets;

          (9)  any interest or title of a lessor in the property subject to any
     Capitalized Lease or operating lease;

          (10) Liens arising from filing Uniform Commercial Code financing
     statements regarding leases;

          (11) Liens on property of, or on shares of Capital Stock or
     Indebtedness of, any Person existing at the time such Person becomes, or
     becomes a part of, any Restricted Subsidiary; provided that such Liens do
     not extend to or cover any property or assets of the Company or any
     Restricted Subsidiary other than the property or assets acquired;

          (12) Liens in favor of the Company or any Restricted Subsidiary;

          (13) Liens arising from the rendering of a final judgment or order
     against the Company or any Restricted Subsidiary that do not give rise to
     an Event of Default;
<PAGE>

                                      16

          (14) Liens securing reimbursement obligations with respect to letters
     of credit that encumber documents and other property relating to such
     letters of credit and the products and proceeds thereof;

          (15) Liens in favor of customs and revenue authorities arising as a
     matter of law to secure payment of customs duties in connection with the
     importation of goods;

          (16) Liens encumbering customary initial deposits and margin deposits,
     and other Liens that are within the general parameters customary in the
     industry and incurred in the ordinary course of business, in each case,
     securing Indebtedness under Interest Rate Agreements and Currency
     Agreements and forward contracts, options, future contracts, futures
     options or similar agreements or arrangements designed solely to protect
     the Company or any of its Restricted Subsidiaries from fluctuations in
     interest rates, currencies or the price of commodities;

          (17) Liens arising out of conditional sale, title retention,
     consignment or similar arrangements for the sale of goods entered into by
     the Company or any of its Restricted Subsidiaries in the ordinary course of
     business in accordance with the past practices of the Company and its
     Restricted Subsidiaries prior to the Closing Date;

          (18) Liens on shares of Capital Stock of any Unrestricted Subsidiary
     to secure Indebtedness of such Unrestricted Subsidiary; and

          (19)  Liens on receivables.

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

     "Physical Notes" has the meaning provided in Section 2.01.
      ----------------

     "Preferred Share Documents" means (1) the Securities Purchase Agreement
      -------------------------
dated as of July 11, 2000 among the Company, WCAS, and the other purchasers
listed on the signature pages thereof (the "Purchasers"), with respect to the
                                            ----------
Series B Preferred Stock, (2) the Securities Purchase Agreement among the
Company and the Purchasers, with respect to the Series C and Series D Preferred
Stock, (3) the Shareholders Agreement among the Company and the Purchasers
entered into at the closing of the sale of the Series B Preferred Stock, and (4)
the Warrant Agreement among the Company and the Purchasers entered into at the
closing of the sale of the Series B Preferred Stock.

     "Preferred Stock" means, with respect to any Person, any and all shares,
      ---------------
interests, participations or other equivalents (however designated, whether
voting or nonvoting) of such Person's preferred or preference equity, whether
outstanding on the Closing Date or issued thereafter, including, without
limitation, all series and classes of such preferred or preference stock.
<PAGE>

                                      17

     "principal" of a debt security, including the Notes, means the principal
      ---------
amount due on the Stated Maturity as shown on such debt security.

     "Private Placement Legend" means the legend initially set forth on the
      ------------------------
Notes in the form set forth in Section 2.02.

     "Public Equity Offering" has the meaning set forth in Section 3.01(b).
      ----------------------

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

     "Qualified Capital Stock" means any Capital Stock of a Person that is not
      -----------------------
Disqualified Capital Stock.

     "R&B Acquisition" has the meaning set forth in the definition of "Permitted
      ---------------
Investments" in this Section 1.01.

     "Redemption Date" means, when used with respect to any Note or part thereof
      ---------------
to be redeemed, the date fixed for such redemption by or pursuant to this
Indenture.

     "Redemption Price" means, when used with respect to any Note or part
      ----------------
thereof to be redeemed, the price at which such Note is to be redeemed pursuant
to this Indenture.

     "Registrar" has the meaning provided in Section 2.04.
      ---------

     "Registration Rights Agreement" means the Registration Rights Agreement,
      -----------------------------
dated July 26, 2000 between the Company and LTSE Holdings Corporation.

     "Regular Record Date" for the interest payable on any Interest Payment Date
      -------------------
means the February 1 or August 1 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date.

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

     "Related Business" means any business related to, ancillary to, or
      ----------------
complementary to, the ownership, development, operation or acquisition of
communications systems or the provision of communications services, in each case
as determined in good faith by the Board of Directors.

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

     "Restricted Payments" has the meaning provided in Section 4.04.
      -------------------
<PAGE>

                                      18

     "Restricted Subsidiary" means any Subsidiary of the Company other than an
      ---------------------
Unrestricted Subsidiary, including, without limitation, the Virginia PCS
Alliance and the West Virginia PCS Alliance (after such Alliances become
Subsidiaries of the Company) so long as the Company has not designated either
Alliance as an Unrestricted Subsidiary in the manner provided for herein.

     "Richmond-Norfolk Acquisition" has the meaning set forth in the definition
      ---------------------------
of "Transactions" in this Section 1.01.

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

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

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

     "Security Register" has the meaning provided in Section 2.04.
      -----------------

     "Senior Indebtedness" means all obligations of the Company, whether for
      -------------------
principal, premium if any, interest (including interest accruing after the
filing of, or which would have accrued but for the filing of, a petition by or
against the Company under the United States Bankruptcy Code, whether or not such
interest is allowed as a claim after such filing in any proceeding under such
law), fees, expenses, indemnities, gross-ups or other amounts owing under or in
respect of any Indebtedness of the Company, whether outstanding on the date of
the Indenture or thereafter created, incurred or assumed, unless, in the case of
any particular Indebtedness, the instrument creating or evidencing the same or
pursuant to which the same is outstanding expressly provides that such
Indebtedness shall not be senior in right of payment to the Notes.
Notwithstanding the foregoing, "Senior Indebtedness" will not include (a)
Indebtedness evidenced by the Notes, (b) Indebtedness of the Company that is
subordinate or junior in right of payment to any Indebtedness or general
unsecured obligations of the Company, (c) Indebtedness of the Company to the
extent incurred in violation of any covenant prohibiting the incurrence of
Indebtedness under the Indenture, (d) any liability for foreign, federal,
provincial or local taxes or other taxes, owed or owing by the Company, (e)
Indebtedness for goods, materials or services purchased in the ordinary course
of business or consisting of trade accounts payable or other current liabilities
(other than any current liabilities owing under the Credit Facility, or the
current portion of any longterm Indebtedness that would constitute Senior
Indebtedness but for this clause (e)) owed or owing by the Company, (f) amounts
owed by the Company for compensation to employees or for services rendered to
the Company, (g) Indebtedness of the Company to any Subsidiary or any other
Affiliate of the Company (other than WCAS) or any of such Affiliate's
Subsidiaries, (h) Disqualified Capital Stock of the Company, (i) any guarantee
of any subordinated Indebtedness or Pari Passu Indebtedness, (j) any amounts
owing under leases (other than any Capitalized Lease Obligations) and any
guarantee of such amounts, and (k) Indebtedness that, when incurred, is without
recourse to the Company.

     "Senior Notes" means $280,000,000 aggregate principal amount of the
      ------------
Company's 13% Senior Notes due 2010 issued pursuant to the indenture dated as of
the date hereof between the Company and the Trustee.
<PAGE>

                                      19

     "Shelf Registration Statement" means the Shelf Registration Statement as
      ----------------------------
defined in the Registration Rights Agreement.

     "Significant Subsidiary" means, at any date of determination, any
      ----------------------
Restricted Subsidiary that, together with its Subsidiaries, (1) for the most
recent fiscal year of the Company, accounted for more than 10% of the
consolidated revenues of the Company and its Restricted Subsidiaries or (2) as
of the end of such fiscal year, was the owner of more than 10% of the
consolidated assets of the Company and its Restricted Subsidiaries, all as set
forth on the most recently available consolidated financial statements of the
Company for such fiscal year.

     "Special Redemption" has the meaning provided in Section 3.01(d).
      ------------------

     "Special Redemption Date", when used with respect to any Note to be
      -----------------------
redeemed, means the date fixed for such redemption by or pursuant to Section
3.01(d).

     "Special Redemption Price" has the meaning provided in Section 3.01(d).
      ------------------------

     "Stated Maturity" means, (1) with respect to any debt security, the date
      ---------------
specified in such debt security as the fixed date on which the final installment
of principal of such debt security is due and payable and (2) with respect to
any scheduled installment of principal of or interest on any debt security, the
date specified in such debt security as the fixed date on which such installment
is due and payable.

     "Strategic Telecommunications Investment" means the acquisition by the
      ---------------------------------------
Company or any of its Restricted Subsidiaries of 50.0% or less of the Common
Stock in a Related Business (1) over which the Company or its Restricted
Subsidiaries exerts operational or managerial influence or (2) which provides
services directly to the Company or its Restricted Subsidiaries; in each case,
as determined in good faith by the Board of Directors (when such Investment is
or exceeds $1.0 million) or as certified by an officer of the Company (when such
Investment is below $1.0 million).

     "Subordinated Obligations" means the obligations of the Company under the
      ------------------------
Notes.

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

     "Subsidiary Guarantee" has the meaning provided in Section 4.07.
      --------------------

     "Temporary Cash Investment" means any of the following:
      -------------------------

          (1)  direct obligations of the United States of America or any agency
     thereof or obligations fully and unconditionally guaranteed by the United
     States of America or any agency thereof;

          (2)  time deposit accounts, certificates of deposit and money market
     deposits maturing within 180 days of the date of acquisition thereof issued
     by a bank or trust
<PAGE>

                                      20

     company which is organized under the laws of the United States of America,
     any state thereof or any foreign country recognized by the United States of
     America, and which bank or trust company has capital, surplus and undivided
     profits aggregating in excess of $100 million (or the foreign currency
     equivalent thereof) and has outstanding debt which is rated "A" (or similar
     equivalent rating) or higher by at least one nationally recognized
     statistical rating organization (as defined in Rule 436 under the
     Securities Act) or any money-market fund sponsored by a registered broker
     dealer or mutual fund distributor;

          (3)  repurchase obligations with a term of not more than 30 days for
     underlying securities of the types described in clause (1) above entered
     into with a bank or trust company meeting the qualifications described in
     clause (2) above;

          (4)  commercial paper, maturing not more than 90 days after the date
     of acquisition, issued by a corporation (other than an Affiliate of the
     Company) organized and in existence under the laws of the United States of
     America, any state thereof or any foreign country recognized by the United
     States of America with a rating at the time as of which any investment
     therein is made of "P1" (or higher) according to Moody's or "A1" (or
     higher) according to S&P; and

          (5)  securities with maturities of six months or less from the date of
     acquisition issued or fully and unconditionally guaranteed by any state,
     commonwealth or territory of the United States of America, or by any
     political subdivision or taxing authority thereof, and rated at least "A"
     by S&P or Moody's.

     "Termination Date" has the meaning provided in Section 3.01(d).
      ----------------

     "TIA" or "Trust Indenture Act" means the Trust Indenture Act of 1939 (15
      ---      -------------------
U.S. Code (S)(S) 77aaa-77bbbb), as in effect on the date this Indenture was
executed, except as provided in Section 9.06.

     "Trade Payables" means, with respect to any Person, any accounts payable or
      --------------
any other indebtedness or monetary obligation to trade creditors created,
assumed or Guaranteed by such Person or any of its Subsidiaries arising in the
ordinary course of business in connection with the acquisition of goods or
services.

     "Transaction Date" means, with respect to the Incurrence of any
      ----------------
Indebtedness by the Company or any of its Restricted Subsidiaries, the date such
Indebtedness is to be Incurred and, with respect to any Restricted Payment, the
date such Restricted Payment is to be made.

     "Transactions" means:
      ------------

          (1)  the issuance of the Notes by the Company;

          (2)  the issuance of the Senior Notes by the Company;
<PAGE>

                                      21

          (3)  the repayment of Indebtedness by the Company of the Alliances to
               the RTFC;

          (4)  the sale and issuance by the Company to the Permitted Holders of
               an aggregate amount of $250.0 million of Series B, Series C and
               Series D Preferred Stock (the "Preferred Shares");

          (5)  the acquisition by the Company of certain licenses and assets
               held by PrimeCo PCS, L.P.;

          (6)  the borrowings by the Company under the Credit Facility; and

          (7)  the dispositions of assets of Virginia RSA6 and RSA5 in
               connection with the Richmond-Norfolk Acquisition.

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

     "United States Bankruptcy Code" means the Bankruptcy Reform Act of 1978, as
      -----------------------------
amended and as codified in Title 11 of the United States Code, as amended from
time to time hereafter, or any successor federal bankruptcy law.

     "Unrestricted Subsidiary" means (1) any Subsidiary of the Company that at
      -----------------------
the time of determination shall be designated an Unrestricted Subsidiary by the
Board of Directors in the manner provided below; and (2) any Subsidiary of an
Unrestricted Subsidiary. The Board of Directors may designate any Restricted
Subsidiary (including any newly acquired or newly formed Subsidiary of the
Company) to be an Unrestricted Subsidiary unless such Subsidiary owns any
Capital Stock of, or owns or holds any Lien on any property of, the Company or
any Restricted Subsidiary; provided that (A) any Guarantee by the Company or any
Restricted Subsidiary of any Indebtedness of the Subsidiary being so designated
shall be deemed an "Incurrence" of such Indebtedness and an "Investment" by the
Company or such Restricted Subsidiary (or both, if applicable) at the time of
such designation; (B) either (I) the Subsidiary to be so designated has total
assets of $1,000 or less or (II) if such Subsidiary has assets greater than
$1,000, such designation would be permitted under Section 4.04 and (C) if
applicable, the Incurrence of Indebtedness and the Investment referred to in
clause (A) of this proviso would be permitted under Sections 4.03 and 4.04. The
Board of Directors may designate any Unrestricted Subsidiary to be a Restricted
Subsidiary; provided that (1) no Default or Event of Default shall have occurred
and be continuing at the time of or after giving effect to such designation and
(2) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding
immediately after such designation would, if Incurred at such time, have been
permitted to be Incurred (and shall be deemed to have been Incurred) for all
purposes of this Indenture. Any such designation by the Board of Directors shall
be evidenced to the Trustee by promptly filing with the Trustee a copy of the
Board Resolution giving effect to such designation and an Officers' Certificate
certifying that such designation complied with the foregoing provisions.
<PAGE>

                                      22

     "U.S. Global Notes" has the meaning provided in Section 2.01.
      -----------------

     "U.S. Government Obligations" means securities that are (i) direct
      ---------------------------
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof at any time prior
to the Stated Maturity of the Notes, and shall also include a depository receipt
issued by a bank or trust company as custodian with respect to any such U.S.
Government Obligation or a specific payment of interest on or principal of any
such U.S. Government Obligation held by such custodian for the account of the
holder of a depository receipt; provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the U.S. Government Obligation or the specific payment of interest on
or principal of the U.S. Government Obligation evidenced by such depository
receipt.

     "U.S. Physical Notes" means the Notes issued in the form of permanent
      -------------------
certificated Notes in registered form in substantially the form set forth in
Exhibit A to Institutional Accredited Investors which are not QIBs (excluding
Non-U.S. Persons) who purchased Notes pursuant to Regulation D of the Securities
Act.

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

     "WCAS" means Welsh, Carson, Anderson & Stowe VIII, L.P. and Welsh, Carson,
      ----
Anderson & Stowe IX, L.P. and their respective affiliates.

     "Wholly Owned" means with respect to any Subsidiary of any Person, the
      ------------
ownership of all of the outstanding Capital Stock of such Subsidiary (other than
any director's qualifying shares or Investments by foreign nationals mandated by
applicable law) by such Person or one or more Wholly Owned Subsidiaries of such
Person.

               .2.  Incorporation by Reference of Trust Indenture Act. Whenever
               ------------------------------------------------------
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture. The following TIA terms used
in this Indenture have the following meanings:

     "indenture securities" means the Notes;

     "indenture security holder" means a Holder or a Noteholder;

     "indenture to be qualified" means this Indenture;

     "indenture trustee" or "institutional trustee" means the Trustee; and
<PAGE>

                                      23

     "obligor" on the indenture securities means the Company or any other
obligor on the Notes.

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

               .3.  Rules of Construction. Unless the context otherwise
               --------------------------
requires:

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

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

               (iii)  "or" is not exclusive;

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

               (v)    provisions apply to successive events and transactions;

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

               (vii)  all ratios and computations based on GAAP contained in
     this Indenture shall be computed in accordance with the definition of GAAP
     set forth in Section 1.01;

               (viii) all references to Sections or Articles refer to Sections
     or Articles of this Indenture unless otherwise indicated; and

               (i)    "including" means including without limitation.


                                  ARTICLE TWO
                                   THE NOTES

               .1.  Form and Dating. The Notes and the Trustee's certificate of
               --------------------
authentication shall be substantially in the form annexed hereto as Exhibit A
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture. The Notes may have notations,
legends or endorsements which are appropriate and consistent with this Indenture
required by law, stock exchange agreements to which the Company is subject or
usage. The Company shall approve the form of the Notes and any notation, legend
or endorsement on the Notes. Each Note shall be dated the date of its
authentication.


     The terms and provisions contained in the form of the Notes annexed hereto
as Exhibit A shall constitute, and are hereby expressly made, a part of this
Indenture. 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.
<PAGE>

                                      24

     Notes offered and sold in reliance on Rule 144A shall be issued initially
in the form of one or more permanent global Notes in registered form,
substantially in the form set forth in Exhibit A (the "U.S. Global Notes"),
                                                       -----------------
registered in the name of the nominee of the Depositary, deposited with the
Trustee, as custodian for the Depositary, duly executed by the Company and
authenticated by the Trustee as hereinafter provided.  The aggregate principal
amount of the U.S. Global Notes may from time to time be increased or decreased
by adjustments made on the records of the Trustee, as custodian for the
Depositary or its nominee, in accordance with the instructions given by the
Holder thereof, as hereinafter provided.

     Notes offered and sold in offshore transactions in reliance on Regulation S
shall be issued initially in the form of one or more permanent global Notes in
registered form substantially in the form set forth in Exhibit A (the "Offshore
                                                                       --------
Global Notes"), registered in the name of the nominee of the Depositary,
------------
deposited with the Trustee, as custodian for the Depositary, duly executed by
the Company and authenticated by the Trustee as hereinafter provided.  The
aggregate principal amount of the Offshore Global Notes may from time to time be
increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depositary or its nominee, as hereinafter provided.

     Notes issued pursuant to Section 2.07 in exchange for interests in the
Offshore Global Notes shall be in the form of permanent certificated Notes in
registered form substantially in the form set forth in Exhibit A (the "Offshore
                                                                       --------
Physical Notes").
--------------

     The Offshore Physical Notes and U.S. Physical Notes are sometimes
collectively herein referred to as the "Physical Notes."  The U.S. Global Notes
                                        --------------
and the Offshore Global Notes are sometimes referred to herein as the "Global
                                                                       ------
Notes."
-----

     The definitive Notes shall be typed, printed, 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.

               .2.     Restrictive Legends. Unless and until a Note is exchanged
               ---------------------------
for an Exchange Note or sold in connection with an effective Registration
Statement pursuant to the Registration Rights Agreement, (i) the U.S. Global
Notes and U.S. Physical Notes shall bear the legend set forth below on the face
thereof and (ii) the Offshore Physical Notes and Offshore Global Notes shall
bear the legend set forth below on the face thereof until at least the 41st day
after the Closing Date and receipt by the Company and the Trustee of a
certificate substantially in the form of Exhibit B hereto.


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND ACCORDINGLY,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH
IN THE FOLLOWING SENTENCE.  BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS
THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER
THE
<PAGE>

                                      25

SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS
DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND
IS ACQUIRING THIS  NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903
OF REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, WITHIN
THE TIME PERIOD REFERRED TO UNDER RULE 144(k) UNDER THE SECURITIES ACT AS IN
EFFECT ON THE DATE OF SUCH TRANSFER, RESELL OR OTHERWISE TRANSFER THIS  NOTE
EXCEPT (A) TO CFW COMMUNICATIONS COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A
QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES
ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT,
PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING
CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER
OF THIS  NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND,
IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES OF LESS
THAN $100,000, AN OPINION OF COUNSEL ACCEPTABLE TO CFW COMMUNICATIONS COMPANY
THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (D) TO A PERSON
OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
REGULATION S UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (F)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3)
AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY
TRANSFER OF THIS  NOTE WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST
CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER
OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. IF THE PROPOSED
TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO
SUCH TRANSFER, FURNISH TO THE TRUSTEE AND CFW COMMUNICATIONS COMPANY SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY
REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE
TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM
BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS PROVISIONS
REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN
VIOLATION OF THE FOREGOING RESTRICTIONS.

FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER, THIS SECURITY IS
BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT; FOR EACH
<PAGE>

                                      26

$1,000 PRINCIPAL AMOUNT OF THIS SECURITY, (1) THE ISSUE PRICE IS $871.58; (2)
THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS $128.42; (3) THE ISSUE DATE IS JULY
26, 2000; AND (4) THE YIELD TO MATURITY IS 16.72% (COMPOUNDED SEMI-ANNUALLY).

     Each Global Note, whether or not an Exchange Note, shall also bear the
following legend on the face thereof:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, TO CFW COMMUNICATIONS COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.08 OF
THE INDENTURE.

               .3.     Execution, Authentication and Denominations.  Subject to
               ---------------------------------------------------
Article Four and applicable law, the aggregate principal amount of Notes which
may be authenticated and delivered under this Indenture is unlimited. The Notes
shall be executed by two Officers of the Company. The signature of these
Officers on the Notes may be by facsimile or manual signature in the name and on
behalf of the Company.

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

     A Note shall not be valid until the Trustee or authenticating agent
manually signs the certificate of authentication on the Note.  The signature
shall be conclusive evidence that the Note has been authenticated under this
Indenture.

     At any time and from time to time after the execution of this Indenture,
the Trustee or an authenticating agent shall upon receipt of a Company Order
authenticate for original issue Notes in the aggregate principal amount
specified in such Company Order; provided that the Trustee shall be entitled to
receive an Officers' Certificate and an Opinion of Counsel of the Company in
connection with such authentication of Notes.  Such Company Order shall specify
the amount of Notes to be authenticated and the date on which the original issue
of Notes is to be authenticated
<PAGE>

                                      27

and, in case of an issuance of Notes pursuant to Section 2.15, shall certify
that such issuance is in compliance with Article Four.

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

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

               .4.     Registrar and Paying Agent. The Company shall maintain
               ----------------------------------
an office or agency where Notes may be presented for registration of transfer
or for exchange (the "Registrar"), an office or agency where Notes may be
                      ---------
presented for payment (the "Paying 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, which shall be in the Borough of Manhattan, The City
of New York.  The Company shall cause the Registrar to keep a register of the
Notes and of their transfer and exchange (the "Security Register"). The
                                               -----------------
Security Register shall be in written form or any other form capable of being
converted into written form within a reasonable time. The Company may have one
or more co-Registrars and one or more additional Paying Agents.

     The Company shall enter into an appropriate agency agreement with any Agent
not a party to this Indenture. The agreement shall implement the provisions of
this Indenture that relate to such Agent. The Company shall give prompt written
notice to the Trustee of the name and address of any such Agent and any change
in the address of such Agent. If the Company fails to maintain a Registrar,
Paying Agent and/or agent for service of notices and demands, the Trustee shall
act as such Registrar, Paying Agent and/or agent for service of notices and
demands. The Company may remove any Agent upon written notice to such Agent and
the Trustee; provided that no such removal shall become effective until (i) the
acceptance of an appointment by a successor Agent to such Agent as evidenced by
an appropriate agency agreement entered into by the Company and such successor
Agent and delivered to the Trustee or (ii) notification to the Trustee that the
Trustee shall serve as such Agent until the appointment of a successor Agent in
accordance with clause (i) of this proviso. The Company, any Subsidiary of the
Company, or any Affiliate of any of them may act as Paying Agent, Registrar or
co-Registrar, and/or agent for service of notice and demands.

     The Company initially appoints the Trustee as Registrar, Paying Agent,
authenticating agent and agent for service of notice and demands. The Trustee
shall preserve in as current a form as is reasonably practicable the most recent
list available to it of the names and addresses of Holders and shall otherwise
comply with TIA (S) 312(a). If the Trustee is not the Registrar, the Company
shall furnish to the Trustee as of each Regular Record Date and at such other
times as the Trustee may reasonably request the names and addresses of Holders
as they appear in the Security Register, including the aggregate principal
amount of Notes held by each Holder.
<PAGE>

                                      28

               .5.     Paying Agent to Hold Money in Trust. Not later than
               -------------------------------------------
11:00 a.m. (New York City time) each due date of the principal, premium, if any,
and interest on any Notes, the Company shall deposit with the Paying Agent money
in immediately available funds sufficient to pay such principal, premium, if
any, and interest so becoming due. The Company shall require each Paying Agent
other than the Trustee to agree in writing that such Paying Agent shall hold in
trust for the benefit of the Holders or the Trustee all money held by the Paying
Agent for the payment of principal of, premium, if any, and interest on the
Notes (whether such money has been paid to it by the Company or any other
obligor on the Notes), and such Paying Agent shall promptly notify the Trustee
of any default by the Company (or any other obligor on the Notes) in making any
such payment. The Company at any time may require a 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 payment default, upon
written request to a Paying Agent, require such Paying Agent to pay all money
held by it to the Trustee and to account for any funds disbursed. Upon doing so,
the Paying Agent shall have no further liability for the money so paid over to
the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of
any of them acts as Paying Agent, it will, on or before each due date of any
principal of, premium, if any, or interest on the Notes, segregate and hold in a
separate trust fund for the benefit of the Holders a sum of money sufficient to
pay such principal, premium, if any, or interest so becoming due until such sum
of money shall be paid to such Holders or otherwise disposed of as provided in
this Indenture, and will promptly notify the Trustee of its action or failure to
act.


               .6.     Transfer and Exchange. The Notes are issuable only in
               -----------------------------
registered form. A Holder may transfer a Note only by written application to the
Registrar stating the name of the proposed transferee and otherwise complying
with the terms of this Indenture. No such transfer shall be effected until, and
such transferee shall succeed to the rights of a Holder only upon, final
acceptance and registration of the transfer by the Registrar in the Security
Register. Prior to the registration of any transfer by a Holder as provided
herein, the Company, the Trustee, and any agent of the Company shall treat the
person in whose name the Note is registered as the owner thereof for all
purposes whether or not the Note shall be overdue, and neither the Company, the
Trustee, nor any such agent shall be affected by notice to the contrary.
Furthermore, any Holder of a Global Note shall, by acceptance of such Global
Note, agree that transfers of beneficial interests in such Global Note 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. When Notes are presented
to the Registrar or a co-Registrar with a request to register the transfer or to
exchange them for an equal principal amount of Notes of other authorized
denominations, the Registrar shall register the transfer or make the exchange as
requested if its requirements for such transactions are met (including that such
Notes are duly endorsed or accompanied by a written instrument of transfer in
form satisfactory to the Trustee and Registrar duly executed by the Holder
thereof or by an attorney who is authorized in writing to act on behalf of the
Holder). To permit registrations of transfers and exchanges, the Company shall
execute and the Trustee shall authenticate Notes at the Registrar's request. No
service charge shall be made for any registration of transfer or exchange or
redemption of the Notes, but the Company may require payment of a sum sufficient
to cover any transfer tax or similar governmental charge payable in connection
therewith (other than any
<PAGE>

                                      29

such transfer taxes or other similar governmental charge payable upon exchanges
pursuant to Section 2.11, 3.08 or 9.04).

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

               .7.     BookEntry Provisions for Global Notes.
               ----------------------------------------------

     (a) The U.S. Global Notes and Offshore Global Notes initially shall (i) be
registered in the name of the Depositary for such Global Notes or the nominee of
such Depositary, (ii) be delivered to the Trustee as custodian for such
Depositary and (iii) bear legends as set forth in Section 2.02.

     Members of, or participants in, the Depositary ("Agent Members") shall have
                                                      -------------
no rights under this Indenture with respect to any Global Note held on their
behalf by the Depositary, or the Trustee as its custodian, or under such Global
Note, and the Depositary may be treated by the Company, the Trustee and any
agent of the Company or the Trustee as the absolute owner of such 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 Depositary or impair, as between the Depositary and its Agent
Members, the operation of customary practices governing the exercise of the
rights of a holder of any Note.

     (b) Transfers of a Global Note shall be limited to transfers of such Global
Note in whole, but not in part, to the Depositary, its successors or their
respective nominees. Interests of beneficial owners in Global Notes may be
transferred in accordance with the rules and procedures of the Depositary and
the provisions of Section 2.08.  In addition, U.S. Physical Notes and Offshore
Physical Notes shall be transferred to all beneficial owners in exchange for
their beneficial interests in the U.S. Global Notes or the Offshore Global
Notes, as the case may be, if (i) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for the U.S. Global Notes or the
Offshore Global Notes, as the case may be, and a successor depositary is not
appointed by the Company within 90 days of such notice, (ii) an Event of Default
has occurred and is continuing and the Registrar has received a request from the
Depositary or (iii) in accordance with the rules and procedures of the
Depositary and the provisions of Section 2.08.

     (c) Any beneficial interest in one of the Global Notes that is transferred
to a person who takes delivery in the form of an interest in another Global Note
will, upon transfer, cease to be an interest in such Global Note and become an
interest in such other Global Note and, accordingly, will thereafter be subject
to all transfer restrictions, if any, and other procedures applicable to
beneficial interests in such other Global Note for as long as it remains such an
interest.
<PAGE>

                                      30

     (d) In connection with any transfer of a portion of the beneficial
interests in a Global Note to beneficial owners pursuant to paragraph (b) of
this Section 2.07, the Registrar shall reflect on its books and records the date
and a decrease in the principal amount of such Global Note in an amount equal to
the principal amount of the beneficial interest in such Global Note to be
transferred, and the Company shall execute, and the Trustee shall authenticate
and deliver, one or more U.S. Physical Notes or Offshore Physical Notes, as the
case may be, of like tenor and amount.

     (e) In connection with the transfer of the U.S. Global Notes or the
Offshore Global Notes, in whole, to beneficial owners pursuant to paragraph (b)
of this Section 2.07, the U.S. Global Notes or Offshore Global Notes, as the
case may be, 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 Depositary in exchange for its
beneficial interest in the U.S. Global Notes or Offshore Global Notes, as the
case may be, an equal aggregate principal amount of U.S. Physical Notes or
Offshore Physical Notes, as the case may be, of authorized denominations.

     (f) Any U.S. Physical Note delivered in exchange for an interest in the
U.S. Global Notes pursuant to paragraph (b), (d) or (e) of this Section 2.07
shall, except as otherwise provided by paragraph (e) of Section 2.08, bear the
legend regarding transfer restrictions applicable to the U.S. Physical Note set
forth in Section 2.02.

     (g) Any Offshore Physical Note delivered in exchange for an interest in the
Offshore Global Notes pursuant to paragraph (b), (d) or (e) of this Section 2.07
shall, except as otherwise provided by paragraph (e) of Section 2.08, bear the
legend regarding transfer restrictions applicable to the Offshore Physical Note
set forth in Section 2.02.

     (h) The registered holder of a 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.

               .8.     Special Transfer Provisions. Unless and until a Note is
               -----------------------------------
sold in connection with an effective Registration Statement pursuant to the
Registration Rights Agreement, the following provisions shall apply:

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

          (i)       The Registrar shall register the transfer of any Note,
     whether or not such Note bears the Private Placement Legend, if (x) the
     requested transfer is after the time period referred to in Rule 144(k)
     under the Securities Act or (y) the proposed transferee has delivered to
     the Registrar (A) a certificate substantially in the form of Exhibit C
     hereto and (B) if the aggregate principal amount of the Notes being
     transferred is less than $100,000, an opinion of counsel acceptable to the
     Company that such transfer is in compliance with the Securities Act.
<PAGE>

                                      31

          (ii)      If the proposed transferor is an Agent Member holding a
     beneficial interest in the U.S. Global Notes, upon receipt by the Registrar
     of (x) the documents, if any, required by paragraph (i) above and (y)
     instructions given in accordance with the Depositary's and the Registrar's
     procedures, the Registrar shall reflect on its books and records the date
     and a decrease in the principal amount of the U.S. Global Notes in an
     amount equal to the principal amount of the beneficial interest in the U.S.
     Global Notes to be transferred, and the Company shall execute, and the
     Trustee shall authenticate and deliver, one or more U.S. Physical Notes of
     like tenor and amount.

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

          (i)       If the Note to be transferred consists of (x) either
     Offshore Physical Notes prior to the removal of the Private Placement
     Legend or U.S. Physical Notes, the Registrar shall register the transfer if
     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 or (y) an
     interest in the U.S. Global Notes, the transfer of such interest may be
     effected only through the book entry system maintained by the Depositary.

          (ii)      If the proposed transferee is an Agent Member, and the Note
     to be transferred consists of U.S. Physical Notes, upon receipt by the
     Registrar of the documents referred to in paragraph (i) above and
     instructions given in accordance with the Depositary's and the Registrar's
     procedures, the Registrar shall reflect on its books and records the date
     and an increase in the principal amount of U.S. Global Notes in an amount
     equal to the principal amount of the U.S. Physical Notes to be transferred,
     and the Trustee shall cancel the U.S. Physical Notes so transferred.

     (c) Transfers of Interests in the Offshore Global Notes or Unlegended
         -----------------------------------------------------------------
Offshore Physical Notes. The following provisions shall apply with respect to
-----------------------
any transfer of interests in the Offshore Global Notes or unlegended Offshore
Physical Notes. The Registrar shall register the transfer of any such Note
without requiring any additional certification.
<PAGE>

                                      32

     (d) Transfers of Interests in the Offshore Global Notes or Offshore
         ---------------------------------------------------------------
Physical Notes. The following provisions shall apply with respect to any
--------------
transfer of interests in Offshore Global Notes or Offshore Physical Notes:

          (i)    prior to the removal of the Private Placement Legend from the
     Offshore Global Notes or Offshore Physical Notes pursuant to Section 2.02,
     the Registrar shall refuse to register such transfer unless such transfer
     complies with Section 2.08(b) or Section 2.08(d), as the case may be, and

          (ii)   after such removal, the Registrar shall register the transfer
     of any such Note without requiring any additional certification.

     (e) Transfers to Non-U.S. Persons at Any Time. The following provisions
         -----------------------------------------
shall apply with respect to any transfer of a Note to a Non-U.S. Person:

          (i)    The Registrar shall register any proposed transfer to any
     Non-U.S. Person if the Note to be transferred is a U.S. Physical Note or an
     interest in U.S. Global Notes, upon receipt of a certificate substantially
     in the form of Exhibit D hereto from the proposed transferor.

          (ii)   (a) If the proposed transferor is an Agent Member holding a
     beneficial interest in the U.S. Global Notes, upon receipt by the Registrar
     of (x) the documents, if any, required by paragraph (ii) and (y)
     instructions in accordance with the Depositary's and the Registrar's
     procedures, the Registrar shall reflect on its books and records the date
     and a decrease in the principal amount of the U.S. Global Notes in an
     amount equal to the principal amount of the beneficial interest in the U.S.
     Global Notes to be transferred, and (b) if the proposed transferee is an
     Agent Member, upon receipt by the Registrar of instructions given in
     accordance with the Depositary's and the Registrar's procedures, the
     Registrar shall reflect on its books and records the date and an increase
     in the principal amount of the Offshore Global Notes in an amount equal to
     the principal amount of the U.S. Physical Notes or the U.S. Global Notes,
     as the case may be, to be transferred, and the Trustee shall cancel the
     Physical Note, if any, so transferred or decrease the amount of the U.S.
     Global Notes.

     (f) Private Placement Legend. Upon the 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 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
Private Placement Legend is no longer required by Section 2.02, (ii) the
circumstances contemplated by paragraph (a)(i)(x) of this Section 2.08 exist or
(iii) there is delivered to the Registrar an Opinion of Counsel reasonably
satisfactory to the Company and the Trustee to the effect that neither such
legend nor the related restrictions on transfer are required in order to
maintain compliance with the provisions of the Securities Act.

     (g) 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
<PAGE>

                                      33

Indenture and in the Private Placement Legend and agrees that it will transfer
such Note only as provided in this Indenture. The Registrar shall not register a
transfer of any Note unless such transfer complies with the restrictions on
transfer of such Note set forth in this Indenture. In connection with any
transfer of Notes, each Holder agrees by its acceptance of the Notes to furnish
the Registrar or the Company such certifications, legal opinions or other
information as either of them may reasonably require to confirm that such
transfer is being made pursuant to an exemption from, or a transaction not
subject to, the registration requirements of the Securities Act; provided that
the Registrar shall not be required to determine (but may conclusively rely on a
determination made by the Company with respect to) the sufficiency of any such
certifications, legal opinions or other information.

     The Registrar shall retain copies of all letters, notices and other written
communications received pursuant to Section 2.07 or this Section 2.08. 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 written notice to the Registrar.

               .9. Replacement Notes. If a mutilated Note is surrendered to the
               ---------------------
Trustee or if the Holder claims that the Note has been lost, destroyed or
wrongfully taken, then, in the absence of notice to the Company or the Trustee
that such Note has been acquired by a bona fide purchaser, the Company shall
issue and the Trustee shall authenticate a replacement Note of like tenor and
principal amount and bearing a number not contemporaneously outstanding;
provided that the requirements of this Section 2.09 are met. If required by the
Trustee or the Company, an indemnity bond must be furnished that is sufficient
in the judgment of both the Trustee and the Company to protect the Company, the
Trustee or any Agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge such Holder for its expenses and the expenses
of the Trustee in replacing a Note. In case any such mutilated, lost, destroyed
or wrongfully taken Note has become or is about to become due and payable, the
Company in its discretion may pay such Note instead of issuing a new Note in
replacement thereof.

     Every replacement Note is an additional obligation of the Company and shall
be entitled to the benefits of this Indenture.

               .10. Outstanding Notes. Notes outstanding at any time are all
               ----------------------
Notes that have been authenticated by the Trustee except for those cancelled by
it, those delivered to it for cancellation and those described in this Section
2.10 as not outstanding.


     If a Note is replaced pursuant to Section 2.09, it ceases to be outstanding
unless and until the Trustee and the Company receive proof satisfactory to them
that the replaced Note is held by a bona fide purchaser.

     If the Paying Agent (other than the Company or an Affiliate of the Company)
holds on the maturity date money sufficient to pay Notes payable on that date,
then on and after that date such Notes cease to be outstanding and interest on
them shall cease to accrue.

     A Note does not cease to be outstanding because the Company holds such
Note, provided, however, that in determining whether the Holders of the
requisite principal amount of
<PAGE>

                                      34

the 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 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 which the Trustee has actual knowledge to be so owned shall
be so disregarded. Notes so owned which have been pledged in good faith may be
regarded as outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Notes and that the
pledgee is not the Company or any other obligor upon the Notes.

               .11. Temporary Notes. Until definitive Notes are ready for
               --------------------
delivery, the Company may prepare and execute and the Trustee shall authenticate
temporary Notes. Temporary Notes shall be substantially in the form of
definitive Notes but may have insertions, substitutions, omissions and other
variations determined to be appropriate by the Officers executing the temporary
Notes, as evidenced by their execution of such temporary Notes. If temporary
Notes are issued, the Company will cause definitive Notes to be prepared without
unreasonable delay. 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 4.02, 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 authorized denominations. Until so exchanged, the
temporary Notes shall be entitled to the same benefits under this Indenture as
definitive Notes.

               .12. Cancellation. The Company at any time may deliver to the
               -----------------
Trustee for cancellation any Notes previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee for cancellation any Notes previously authenticated
hereunder which the Company has not issued and sold. The Registrar and the
Paying Agent shall forward to the Trustee any Notes surrendered to them for
transfer, exchange or payment. The Trustee shall cancel all Notes surrendered
for transfer, exchange, payment or cancellation and shall dispose of them in
accordance with its normal procedure.


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

               .14. Defaulted Interest. If the Company defaults in a payment of
               -----------------------
interest on the Notes, it shall pay, or shall deposit with the Paying Agent
money in immediately available funds sufficient to pay, the defaulted interest,
plus (to the extent lawful) any interest payable on the
<PAGE>

                                      35

defaulted interest, to the Persons who are Holders on a subsequent special
record date. A special record date, as used in this Section 2.14 with respect to
the payment of any defaulted interest, shall mean the 15th day next preceding
the date fixed by the Company for the payment of defaulted interest, whether or
not such day is a Business Day. At least 15 days before the subsequent special
record date, the Company shall mail to each Holder and to the Trustee a notice
that states the subsequent special record date, the payment date and the amount
of defaulted interest to be paid.

               .15. Issuance of Additional Notes. The Company may, subject to
               ---------------------------------
Article Four of this Indenture and applicable law, issue additional Notes under
this Indenture. The Notes issued on the Closing Date and any additional Notes
subsequently issued shall be treated as a single class for all purposes under
this Indenture.


                                 ARTICLE THREE
                                  REDEMPTION

               .1. Right of Redemption. The Notes are redeemable, at the
               -----------------------
Company's option, in whole or in part, at any time or from time to time, on or
after August 15, 2005 and prior to maturity, upon not less than 30 nor more than
60 days' prior notice mailed by first-class mail to each Holder's last address,
as it appears in the Security Register, at the following Redemption Prices
(expressed in percentages of principal amount), plus accrued and unpaid
interest, if any, to the Redemption Date (subject to the right of Holders of
record on the relevant Regular Record Date that is on or prior to the Redemption
Date to receive interest due on an Interest Payment Date), if redeemed during
the 12month period commencing August 15 of the years set forth below:


                Year                                  Redemption Price
                ----                                  ----------------
                2005...........................         106.750%
                2006...........................         104.500
                2007...........................         102.250
                2008 and thereafter............         100.000%

     (b) In addition, at any time prior to August 15, 2003, the Company may
redeem up to 35% of the aggregate principal amount of the Notes with the Net
Cash Proceeds of one or more sales of Capital Stock of the Company (other than
Disqualified Stock) (each a "Public Equity Offering"), at any time as a whole or
from time to time in part, at a Redemption Price (expressed as a percentage of
principal amount) of 113.5%, plus accrued and unpaid interest to the Redemption
Date (subject to the rights of Holders of record on the relevant Regular Record
Date that is prior to the Redemption Date to receive interest due on an Interest
Payment Date); provided that (i) at least 65% of the aggregate principal amount
of Notes originally issued on the Closing Date remains outstanding after each
such redemption and (ii) notice of such redemption is mailed within 60 days of
the related Public Equity Offering.
<PAGE>

                                      36

          .2. Notices to Trustee. If the Company elects to redeem Notes pursuant
          ----------------------
to Section 3.01, it shall notify the Trustee in writing of the Redemption Date
and the principal amount of Notes to be redeemed and the clause of this
Indenture pursuant to which redemption shall occur.

     The Company shall give each notice provided for in this Section 3.02 in an
Officers' Certificate at least 45 days before the Redemption Date (unless a
shorter period shall be satisfactory to the Trustee).

          .3. Selection of Notes to Be Redeemed. If less than all of the Notes
          -------------------------------------
are to be redeemed at any time, the Trustee shall select the Notes to be
redeemed in compliance with the requirements, as certified to it by the Company,
of the principal national securities exchange, if any, on which the Notes are
listed or, if the Notes are not listed on a national securities exchange or
automated quotation system, by lot or by such other method as the Trustee in its
reasonable discretion shall deem fair and appropriate; provided that no Note of
$1,000 in principal amount or less shall be redeemed in part.

     The Trustee shall make the selection from the Notes outstanding and not
previously called for redemption. Notes in denominations of $1,000 in principal
amount may only be redeemed in whole. The Trustee may select for redemption
portions (equal to $1,000 in principal amount or any integral multiple thereof)
of Notes that have denominations larger than $1,000 in principal amount.
Provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption. The Trustee shall notify the
Company and the Registrar promptly in writing of the Notes or portions of Notes
to be called for redemption.

          .4. Notice of Redemption. With respect to any redemption of Notes
          ------------------------
pursuant to Section 3.01, at least 30 days but not more than 60 days before a
Redemption Date, the Company shall mail a notice of redemption by first-class
mail to each Holder whose Notes are to be redeemed.

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

          (i)   the Redemption Date;

          (ii)  the Redemption Price;

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

          (iv)  that Notes called for redemption must be surrendered to the
     Paying Agent in order to collect the Redemption Price;

          (v)   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 is to
     receive payment of the Redemption Price plus accrued interest to the
     Redemption Date upon surrender of the Notes to the Paying Agent;
<PAGE>

                                      37

          (vi)   that, if any Note is being redeemed in part, the portion of the
     principal amount (equal to $1,000 in principal amount or any integral
     multiple thereof) of such Note to be redeemed and that, on and after the
     Redemption Date, upon surrender of such Note, a new Note or Notes in
     principal amount equal to the unredeemed portion thereof will be reissued;
     and

          (vii)  that, if any Note contains a CUSIP, CINS or ISIN number as
     provided in Section 2.13, no representation is being made as to the
     correctness of the CUSIP, CINS or ISIN number either as printed on the
     Notes or as contained in the notice of redemption and that reliance may be
     placed only on the other identification numbers printed on the Notes.

     At the Company's request (which request may be revoked by the Company at
any time prior to the time at which the Trustee shall have given such notice to
the Holders), made in writing to the Trustee at least 45 days (or such shorter
period as shall be reasonable) before a Redemption Date, the Trustee shall give
the notice of redemption in the name and at the expense of the Company. If,
however, the Company gives such notice to the Holders, the Company shall
concurrently deliver to the Trustee an Officers' Certificate stating that such
notice has been given.

          .5. Effect of Notice of Redemption. Once notice of redemption is
          ----------------------------------
mailed, Notes called for redemption become due and payable on the Redemption
Date at the Redemption Price. Upon surrender of any Notes to the Paying Agent,
such Notes shall be paid at the Redemption Price, plus accrued interest, if any,
to the Redemption Date.

     Notice of redemption shall be deemed to be given when mailed, whether or
not the Holder receives the notice. In any event, failure to give such notice,
or any defect therein, shall not affect the validity of the proceedings for the
redemption of Notes held by Holders to whom such notice was properly given.

          .6.  Deposit of Redemption Price. On or prior to 10:00 a.m. New York
          --------------------------------
City time on any Redemption Date, the Company shall deposit with the Paying
Agent (or, if the Company is acting as its own Paying Agent, shall segregate and
hold in trust as provided in Section 2.05) money sufficient to pay the
Redemption Price of and accrued interest on all Notes to be redeemed on that
date other than Notes or portions thereof called for redemption on that date
that have been delivered by the Company to the Trustee for cancellation.

          .7. Payment of Notes Called for Redemption. If notice of redemption
          ------------------------------------------
has been given in the manner provided above, the Notes or portion of Notes
specified in such notice to be redeemed shall become due and payable on the
Redemption Date at the Redemption Price stated therein, together with accrued
interest to such Redemption Date and on and after such date (unless the Company
shall default in the payment of such Notes at the Redemption Price and accrued
interest to the Redemption Date in which case the principal, until paid, shall
bear interest from the Redemption Date at the rate prescribed in the Notes),
such Notes shall cease to accrue interest. Upon surrender of any Note for
redemption in accordance with a notice of redemption, such Note shall be paid
and redeemed by the Company at the Redemption Price, together with
<PAGE>

                                      38

accrued interest, if any, to the Redemption Date; provided that installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders registered as such at the close of business on the
relevant Regular Record Date.

          .8.  Notes Redeemed in Part. Upon surrender of any Note that is
          ----------------------------
redeemed in part, the Company shall execute and the Trustee shall authenticate
and deliver to the Holder without service charge, a new Note equal in principal
amount to the unredeemed portion of such surrendered Note.


                                 ARTICLE FOUR
                                   COVENANTS

          .1. Payment of Notes. The Company shall pay the principal of, premium,
          --------------------
if any, and interest on the Notes on the dates and in the manner provided in the
Notes and this Indenture. An installment of principal, premium, if any, or
interest shall be considered paid on the date due if the Trustee or Paying Agent
(other than the Company, a Subsidiary of the Company, or any Affiliate of any of
them) holds on that date money designated for and sufficient to pay the
installment. If the Company or any Subsidiary of the Company or any Affiliate of
any of them acts as Paying Agent, an installment of principal, premium, if any,
or interest shall be considered paid on the due date if the entity acting as
Paying Agent complies with the last sentence of Section 2.05. As provided in
Section 6.09, upon any bankruptcy or reorganization procedure relative to the
Company, the Trustee shall serve as the Paying Agent, if any, for the Notes.

     The Company shall pay interest on overdue principal and premium, if any,
and interest on overdue installments of interest, to the extent lawful, at the
rate per annum specified in the Notes.

          .2.  Maintenance of Office or Agency. The Company will maintain in the
          ------------------------------------
Borough of Manhattan, The City of New York, an office or agency where Notes may
be surrendered for registration of transfer or exchange or for presentation for
payment and where notices and demands to or upon the Company in respect of the
Notes and this Indenture may be served. The Company will give prompt written
notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the address of the Trustee set forth in Section 10.02.

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

     The Company hereby initially designates the Corporate Trust Office of the
Trustee as such office of the Company in accordance with Section 2.04.
<PAGE>

                                      39

          .3.  Limitation on Indebtedness. (a) The Company will not, and will
          -------------------------------
not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (other
than the Notes, the Senior Notes and Indebtedness existing on the Closing Date);
provided that the Company may Incur Indebtedness if, after giving pro forma
effect to the Incurrence of such Indebtedness and the receipt and application of
the proceeds therefrom, the Indebtedness to EBITDA Ratio would be positive but
(1) less than 7.0:1.0, if prior to August 15, 2004 and (2) less than 6.0:1.0, if
on or after August 15, 2004.

     Notwithstanding the foregoing, the Company and any Restricted Subsidiary
(except as specified below) may Incur each and all of the following:

          (1)  Indebtedness of the Company outstanding at any time in an
     aggregate principal amount (together with refinancings thereof) not to
     exceed $325.0 million, less any amount of such Indebtedness permanently
     repaid as provided in Section 4.11;

          (2)  Indebtedness owed (A) to the Company or (B) to any Restricted
     Subsidiary; provided that any event which results in any such Restricted
     Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer
     of such Indebtedness (other than to the Company or another Restricted
     Subsidiary) shall be deemed, in each case, to constitute an Incurrence of
     such Indebtedness not permitted by this clause (2);

          (3)  Indebtedness issued in exchange for, or the net proceeds of which
     are used to refinance or refund, then outstanding Indebtedness and any
     refinancings thereof in an amount not to exceed the amount so refinanced or
     refunded (plus premiums, accrued interest, fees and expenses); provided
     that Indebtedness the proceeds of which are used to refinance or refund the
     Notes or Indebtedness that is pari passu with, or subordinated in right of
     payment to, the Notes shall only be permitted under this clause (3) if

               (A)  in case the Notes are refinanced in part or the Indebtedness
          to be refinanced is pari passu with the Notes, such new Indebtedness,
          by its terms or by the terms of any agreement or instrument pursuant
          to which such new Indebtedness is outstanding, is expressly made pari
          passu with, or subordinate in right of payment to, the remaining
          Notes;

               (B)  in case the Indebtedness to be refinanced is subordinated in
          right of payment to the Notes, such new Indebtedness, by its terms or
          by the terms of any agreement or instrument pursuant to which such new
          Indebtedness is issued or remains outstanding, is expressly made
          subordinate in right of payment to the Notes at least to the extent
          that the Indebtedness to be refinanced is subordinated to the Notes;
          and

               (C)  such new Indebtedness, determined as of the date of
          Incurrence of such new Indebtedness, does not mature prior to the
          Stated Maturity of the Indebtedness to be refinanced or refunded, and
          the Average Life of such new Indebtedness is at least equal to the
          remaining Average Life of the Indebtedness to be refinanced or
          refunded;
<PAGE>

                                      40

     and provided, further that in no event may Indebtedness of the Company be
     refinanced by means of any Indebtedness of any Restricted Subsidiary
     pursuant to this clause (3);

          (4)  Indebtedness

               (A)  in respect of performance, surety or appeal bonds provided
          in the ordinary course of business;

               (B)  under Currency Agreements and Interest Rate Agreements;
          provided that such agreements (a) are designed solely to protect the
          Company or its Restricted Subsidiaries against fluctuations in foreign
          currency exchange rates or interest rates and (b) do not increase the
          Indebtedness of the obligor outstanding at any time other than as a
          result of fluctuations in foreign currency exchange rates or interest
          rates or by reason of fees, indemnities and compensation payable
          thereunder; and

               (C)  arising from agreements providing for indemnification,
          adjustment of purchase price or similar obligations, or from
          Guarantees or letters of credit, surety bonds or performance bonds
          securing any obligations of the Company or any of its Restricted
          Subsidiaries pursuant to such agreements, in any case Incurred in
          connection with the disposition of any business, assets or Restricted
          Subsidiary (other than Guarantees of Indebtedness Incurred by any
          Person acquiring all or any portion of such business, assets or
          Restricted Subsidiary for the purpose of financing such acquisition),
          in a principal amount not to exceed the gross proceeds actually
          received by the Company or any Restricted Subsidiary in connection
          with such disposition;

          (5)  Indebtedness of the Company, to the extent the net proceeds
     thereof are promptly (A) used to purchase Notes tendered in an Offer to
     Purchase made as a result of a Change in Control or (B) deposited to
     defease the Notes as described in Section 8.02 and Section 8.03;

          (6)  Guarantees of the Senior Notes and Notes and Guarantees of
     Indebtedness of the Company by any Restricted Subsidiary provided the
     Guarantee of such Indebtedness is permitted by and made in accordance with
     Section 4.07;

          (7)  Acquired Indebtedness; provided that the Indebtedness to EBITDA
     Ratio, after giving effect to such Incurrence on a pro forma basis, is no
     greater than such ratio prior to giving pro forma effect to such
     Incurrence;

          (8)  The Incurrence by the Company or any of its Restricted
     Subsidiaries of Indebtedness to finance the cost (including the cost of
     design, development, improvement, acquisition, construction, installation,
     transportation or integration) to acquire equipment, inventory or network
     assets, in an aggregate principal amount not to exceed $10.0 million in any
     fiscal year; provided that amounts not so Incurred in any fiscal year may
     be accumulated and Incurred by the Company or any of its Restricted
<PAGE>

                                      41

     Subsidiaries in any subsequent fiscal year; and provided further that the
     aggregate amount of Indebtedness that may be outstanding under this clause
     (8) at any one time shall not exceed $75.0 million;

          (9)  Indebtedness of the Company not to exceed, at any one time
     outstanding, two times the sum of:

               (A)  the Net Cash Proceeds received by the Company, other than
          from MSDW and WCAS up to an aggregate amount of $112.5 million, from
          the issuance and sale of its Capital Stock (other than Disqualified
          Stock) or options, warrants or other rights to acquire such Capital
          Stock to a Person that is not a Subsidiary of the Company, to the
          extent such Net Cash Proceeds have not been used pursuant to clause
          (C)(2) of the first paragraph or clause (3) or (4) of the second
          paragraph of Section 4.04 to make a Restricted Payment, and

               (B)  80% of the fair market value of property (other than cash or
          Cash Equivalents) received by the Company after the Closing Date
          (other than with respect to the R&B Acquisition) from the sale of its
          Capital Stock (other than Disqualified Stock) or options, warrants or
          other rights to acquire such Capital Stock to a person that is not a
          Subsidiary of the Company, to the extent such sale of Capital Stock
          has not been used pursuant to clause (3) or (4) of the second
          paragraph of Section 4.04 to make a Restricted Payment;

     provided that such Indebtedness Incurred pursuant to this clause (9) does
     not mature prior to the Stated Maturity of the Notes and has an Average
     Life longer than the Notes; or

          (10) Indebtedness of the Company (in addition to Indebtedness
     permitted under clauses (1) through (9) above) in an aggregate principal
     amount outstanding at any time (together with refinancings thereof) not to
     exceed $15.0 million at any time prior to closing of the R&B Acquisition
     and $25.0 million thereafter, less any amount of such Indebtedness
     permanently repaid as provided under Section 4.11.

     (b)  Notwithstanding any other provision of this Section 4.03, the maximum
amount of Indebtedness that the Company or a Restricted Subsidiary may Incur
pursuant to this Section 4.03 shall not be deemed to be exceeded, with respect
to any outstanding Indebtedness due solely to the result of fluctuations in the
exchange rates of currencies.

     (c)  For purposes of determining any particular amount of Indebtedness
under this Section 4.03 (1) Indebtedness Incurred under the Credit Facility on
or prior to the Closing Date shall be treated as Incurred pursuant to clause (1)
of the second paragraph of this Section 4.03, (2) Guarantees, Liens or
obligations with respect to letters of credit supporting Indebtedness otherwise
included in the determination of such particular amount shall not be included
and (3) any Liens granted pursuant to the equal and ratable provisions referred
to in Section 4.09 shall not be treated as Indebtedness. For purposes of
determining compliance with this Section 4.03, in the event that an item of
Indebtedness meets the criteria of more than one of the types of Indebtedness
described in the above clauses (other than Indebtedness referred to in
<PAGE>

                                      42

clause (1) of the preceding sentence), the Company, in its sole discretion,
shall classify, and from time to time may reclassify, such item of Indebtedness
and only be required to include the amount and type of such Indebtedness in one
of such clauses.

     (d)  Notwithstanding anything herein to the contrary, if the Company or any
Restricted Subsidiary issues any security convertible into Indebtedness, the
documents governing such security shall provide that unless the Incurrence of
such Indebtedness would be permitted under this Section 4.03, such security may
not be converted into Indebtedness.

          .4.  Limitation on Restricted Payments. The Company will not, and will
          --------------------------------------
not permit any Restricted Subsidiary to, directly or indirectly, (1) declare or
pay any dividend or make any distribution on or with respect to its Capital
Stock (other than (x) dividends or distributions payable solely in shares of its
Capital Stock (other than Disqualified Stock) or in options, warrants or other
rights to acquire shares of such Capital Stock and (y) pro rata dividends or
distributions on Common Stock of Restricted Subsidiaries held by minority
stockholders) held by Persons other than the Company or any of its Restricted
Subsidiaries, (2) purchase, redeem, retire or otherwise acquire for value any
shares of Capital Stock of (A) the Company or an Unrestricted Subsidiary
(including options, warrants or other rights to acquire such shares of Capital
Stock) held by any Person or (B) a Restricted Subsidiary (including options,
warrants or other rights to acquire such shares of Capital Stock) held by any
Affiliate of the Company (other than a Wholly Owned Restricted Subsidiary) or
any holder (or any Affiliate of such holder) of 5% or more of the Capital Stock
of the Company, (3) make any voluntary or optional principal payment, or
voluntary or optional redemption, repurchase, defeasance, or other acquisition
or retirement for value, of Indebtedness of the Company that is subordinated in
right of payment to the Notes or (4) make any Investment, other than a Permitted
Investment, in any Person (such payments or any other actions described in
clauses (1) through (4) above being collectively "Restricted Payments") if, at
                                                  -------------------
the time of, and after giving effect to, the proposed Restricted Payment:

          (A)  a Default or Event of Default shall have occurred and be
     continuing,

          (B)  the Company could not Incur at least $1.00 of Indebtedness under
     the first paragraph of Section 4.03 or

          (C)  the aggregate amount of all Restricted Payments (the amount, if
     other than in cash, to be determined in good faith by the Board of
     Directors, whose determination shall be conclusive and evidenced by a Board
     Resolution) made after the Closing Date shall exceed the sum of

               (1)  the amount of (x) Consolidated EBITDA of the Company after
          June 30, 2003 through the end of the latest full fiscal quarter for
          which consolidated financial statements of the Company are available
          preceding the date of such Restricted Payment, treated as a single
          accounting period, less (y) 2.0 times the aggregate Consolidated
          Interest Expense of the Company after June 30, 2003 through the end of
          the latest full fiscal quarter for which consolidated financial
<PAGE>

                                      43

          statements of the Company are available preceding the date of such
          Restricted Payment treated as a single accounting period, plus

               (2)  the aggregate Net Cash Proceeds and fair market value of
          property other than cash (to the extent not used to make a Permitted
          Investment), received by the Company after the Closing Date from the
          issuance and sale permitted by this Indenture of its Capital Stock
          (other than Disqualified Stock) to a Person who is not a Subsidiary of
          the Company, including an issuance or sale permitted by this Indenture
          of Indebtedness of the Company for cash subsequent to the Closing Date
          upon the conversion of such Indebtedness into Capital Stock (other
          than Disqualified Stock) of the Company, or from the issuance to a
          Person who is not a Subsidiary of the Company of any options, warrants
          or other rights to acquire Capital Stock of the Company (in each case,
          exclusive of any Disqualified Stock or any options, warrants or other
          rights that are redeemable at the option of the holder, or are
          required to be redeemed, prior to the Stated Maturity of the Notes)
          plus

               (3)  an amount equal to the net reduction in Investments (other
          than reductions in Permitted Investments) in any Person resulting from
          payments of interest on Indebtedness, dividends, repayments of loans
          or advances, or other transfers of assets, in each case to the Company
          or any Restricted Subsidiary or from the Net Cash Proceeds from the
          sale of any such Investment (except, in each case, to the extent any
          such payment or proceeds are included in the calculation of Adjusted
          Consolidated Net Income), or from redesignations of Unrestricted
          Subsidiaries as Restricted Subsidiaries (valued in each case as
          provided in the definition of "Investments"), not to exceed, in each
          case, the amount of Investments previously made by the Company or any
          Restricted Subsidiary in such Person or Unrestricted Subsidiary.

The foregoing provision shall not be violated by reason of:

               (1)  the payment of any dividend within 60 days after the date of
          declaration thereof if, at said date of declaration, such payment
          would comply with the foregoing paragraph;

               (2)  the redemption, repurchase, defeasance or other acquisition
          or retirement for value of Indebtedness that is subordinated in right
          of payment to the Notes including premium, if any, and accrued and
          unpaid interest, with the proceeds of, or in exchange for,
          Indebtedness Incurred under clause (3) of the second paragraph of part
          (a) of Section 4.03;

               (3)  the repurchase, redemption or other acquisition of Capital
          Stock of the Company or an Unrestricted Subsidiary (or options,
          warrants or other rights to acquire such Capital Stock) in exchange
          for, or out of the proceeds of a substantially concurrent offering of,
          shares of Capital Stock (other than
<PAGE>

                                      44

          Disqualified Stock) of the Company (or options, warrants or other
          rights to acquire such Capital Stock);

               (4)  the making of any principal payment or the repurchase,
          redemption, retirement, defeasance or other acquisition for value of
          Indebtedness of the Company which is subordinated in right of payment
          to the Notes in exchange for, or out of the proceeds of, a
          substantially concurrent offering of, shares of the Capital Stock
          (other than Disqualified Stock) of the Company (or options, warrants
          or other rights to acquire such Capital Stock);

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

               (6)  Investments acquired in exchange for, or out of the proceeds
          of a substantially concurrent offering of, Capital Stock (other than
          Disqualified Stock) of the Company;

               (7)  any purchase or redemption of Disqualified Stock of the
          Company or any of its Restricted Subsidiaries made by or in exchange
          for, or out of the proceeds of the substantially concurrent sale of,
          Disqualified Stock of the Company;

               (8)  upon the occurrence of a Change of Control and within 60
          days after the completion of the offer to repurchase the Notes
          pursuant to the provisions of Section 4.12 (including the purchase of
          any Notes tendered), any purchase or redemption of subordinated
          obligations required pursuant to the terms thereof as a result of such
          Change of Control at a purchase or redemption price not to exceed the
          outstanding principal amount thereof, plus any accrued or unpaid
          interest; provided, however, that at the time of such purchase or
          redemption no Default shall have occurred and be continuing;

               (9)  repurchases of Capital Stock deemed to occur upon the
          exercise of stock options if such options or Capital Stock represents
          a portion of the exercise price thereof; and

               (10) payments not to exceed $250,000 in the aggregate solely to
          enable the Company to make payments to holders of its Capital Stock in
          lieu of the issuance of fractional shares of its Capital Stock;

     provided that, except in the case of clauses (1) and (3), no Default or
     Event of Default shall have occurred and be continuing or occur as a
     consequence of the actions or payments set forth therein.
<PAGE>

                                      45

     Each Restricted Payment permitted pursuant to the preceding paragraph
(other than the Restricted Payment referred to in clause (2) thereof, an
exchange of Capital Stock for Capital Stock or Indebtedness referred to in
clause (3) or (4) thereof and an Investment acquired as a capital contribution
or in exchange for Capital Stock referred to in clause (4) thereof), and the Net
Cash Proceeds from any issuance of Capital Stock referred to in clauses (3) and
(4), shall be included in calculating whether the conditions of clause (C) of
the first paragraph of this Section 4.04 have been met with respect to any
subsequent Restricted Payments. In the event the proceeds of an issuance of
Capital Stock of the Company are used for the redemption, repurchase or other
acquisition of the Notes, or Indebtedness that is pari passu with the Notes,
then the Net Cash Proceeds of such issuance shall be included in clause (C) of
the first paragraph of this Section 4.04 only to the extent such proceeds are
not used for such redemption, repurchase or other acquisition of Indebtedness.

     Any Restricted Payments made other than in cash shall be valued at fair
market value. The amount of any Investment "outstanding" at any time shall be
deemed to be equal to the amount of such Investment on the date made, less the
return of capital to the Company and its Restricted Subsidiaries with respect to
such Investment (up to the amount of the Investment on the date made).

          .5.  Limitation on Dividend and Other Payment Restrictions Affecting
          --------------------------------------------------------------------
Restricted Subsidiaries. The Company will not, and will not permit any
-----------------------
Restricted Subsidiary to, create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or restriction of any kind on the ability
of any Restricted Subsidiary to (1) pay dividends or make any other
distributions permitted by applicable law on any Capital Stock of such
Restricted Subsidiary owned by the Company or any other Restricted Subsidiary,
(2) pay any Indebtedness owed to the Company or any other Restricted Subsidiary,
(3) make loans or advances to the Company or any other Restricted Subsidiary or
(4) transfer any of its property or assets to the Company or any other
Restricted Subsidiary.

     The foregoing provisions shall not restrict any encumbrances or
restrictions:

          (1)  (1)  existing on the Closing Date in the Credit Facility, this
     Indenture, the indenture governing the Senior Notes or any other agreements
     in effect on the Closing Date, and any extensions, refinancings, renewals
     or replacements of such agreements; provided that the encumbrances and
     restrictions in any such extensions, refinancings, renewals or replacements
     are no less favorable in any material respect to the Holders than those
     encumbrances or restrictions that are then in effect and that are being
     extended, refinanced, renewed or replaced;

          (2)  existing under or by reason of applicable law;

          (3)  existing with respect to any Person or the property or assets of
     such Person acquired by the Company or any Restricted Subsidiary, existing
     at the time of such acquisition and not incurred in contemplation thereof,
     which encumbrances or restrictions are not applicable to any Person or the
     property or assets of any Person other than such Person or the property or
     assets of such Person so acquired;
<PAGE>

                                      46

          (2)  (4)  in the case of clause (4) of the first paragraph of this
     Section 4.05, (A) that restrict in a customary manner the subletting,
     assignment or transfer of any property or asset that is a lease, license,
     conveyance or contract or similar property or asset, (B) existing by virtue
     of any transfer of, agreement to transfer, option or right with respect to,
     or Lien on, any property or assets of the Company or any Restricted
     Subsidiary not otherwise prohibited by this Indenture or (C) arising or
     agreed to in the ordinary course of business, not relating to any
     Indebtedness, and that do not, individually or in the aggregate, detract
     from the value of property or assets of the Company or any Restricted
     Subsidiary in any manner material to the Company and its Restricted
     Subsidiaries, taken as a whole; or

          (3)  (5)  with respect to a Restricted Subsidiary and imposed pursuant
     to an agreement that has been entered into for the sale or disposition of
     all or substantially all of the Capital Stock of, or property and assets
     of, such Restricted Subsidiary.

     Nothing contained in this Section 4.05 shall prevent the Company or any
Restricted Subsidiary from (1) creating, incurring, assuming or suffering to
exist any Liens otherwise permitted in Section 4.09 or (2) restricting the sale
or other disposition of property or assets of the Company or any of its
Restricted Subsidiaries that secure Indebtedness of the Company or any of its
Restricted Subsidiaries.

          .6.  Limitation on the Issuance and Sale of Capital Stock of
          ------------------------------------------------------------
Restricted Subsidiaries. The Company will not sell, and will not permit any
-----------------------
Restricted Subsidiary, directly or indirectly, to issue or sell, any shares of
Capital Stock of a Restricted Subsidiary (including options, warrants or other
rights to purchase shares of such Capital Stock) except:

          (1) (1) to the Company or a Wholly Owned Restricted Subsidiary;

          (2) (2) issuances of director's qualifying shares or sales to foreign
     nationals of shares of Capital Stock of foreign Restricted Subsidiaries, to
     the extent required by applicable law;

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

          (4) (4) the sale of Common Stock of Restricted Subsidiaries (other
     than Disqualified Stock), if the proceeds of such issuance and sale are
     applied in accordance with clauses 1(A) and 1(B) of Section 4.11.

          .7. Limitation on Issuances of Guarantees by Restricted Subsidiaries.
          --------------------------------------------------------------------
The Company will not permit any Restricted Subsidiary, directly or indirectly,
to Guarantee any Indebtedness of the Company which is pari passu with or
subordinate in right of payment to the Notes ("Guaranteed Indebtedness"), unless
                                               -----------------------
(1) such Restricted Subsidiary simultaneously executes and delivers a
supplemental indenture to this Indenture providing for a Guarantee (a
<PAGE>

                                      47

"Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary
 --------------------
and (2) such Restricted Subsidiary waives and will not in any manner whatsoever
claim or take the benefit or advantage of, any rights of reimbursement,
indemnity or subrogation or any other rights against the Company or any other
Restricted Subsidiary as a result of any payment by such Restricted Subsidiary
under its Subsidiary Guarantee; provided that this paragraph shall not be
applicable to any Guarantee of any Restricted Subsidiary (x) that existed at the
time such Person became a Restricted Subsidiary and was not Incurred in
connection with, or in contemplation of, such Person becoming a Restricted
Subsidiary or (y) of the Indebtedness Incurred under the Credit Facility. If the
Guaranteed Indebtedness is (A) pari passu with the Notes, then the Guarantee of
such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the
Subsidiary Guarantee or (B) subordinated to the Notes, then the Guarantee of
such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee
at least to the extent that the Guaranteed Indebtedness is subordinated to the
Notes.

     Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted
Subsidiary may provide by its terms that it shall be automatically and
unconditionally released and discharged upon (1) any sale, exchange or transfer,
to any Person not an Affiliate of the Company, of all of the Company's and each
Restricted Subsidiary's Capital Stock in, or all or substantially all the assets
of, such Restricted Subsidiary (which sale, exchange or transfer is not
prohibited by this Indenture) or (2) the release or discharge of the Guarantee
which resulted in the creation of such Subsidiary Guarantee, except a discharge
or release by or as a result of payment under such Guarantee.

          .8. Limitation on Transactions with Stockholders and Affiliates. The
          ---------------------------------------------------------------
Company will not, and will not permit any Restricted Subsidiary to, directly or
indirectly, enter into, renew or extend any transaction (including, without
limitation, the purchase, sale, lease or exchange of property or assets, or the
rendering of any service) with any holder (or any Affiliate of such holder) of
5% or more of any class of Capital Stock of the Company or with any Affiliate of
the Company or any Restricted Subsidiary, except upon fair and reasonable terms
no less favorable to the Company or such Restricted Subsidiary than could be
obtained, at the time of such transaction or, if such transaction is pursuant to
a written agreement, at the time of the execution of the agreement providing
therefor, in a comparable arm's-length transaction with a Person that is not
such a holder or Affiliate.

     The foregoing limitation does not limit, and shall not apply to:

          (1)  transactions (A) approved by a majority of the disinterested
     members of the Board of Directors or (B) for which the Company or a
     Restricted Subsidiary delivers to the Trustee a written opinion of a
     nationally recognized investment banking firm or a nationally recognized
     firm having expertise in the specific area which is the subject of such
     determination stating that the transaction is fair to the Company or such
     Restricted Subsidiary from a financial point of view;

          (2)  any transaction solely between the Company and any of its Wholly
     Owned Restricted Subsidiaries or solely between Wholly Owned Restricted
     Subsidiaries;
<PAGE>

                                      48

        (3) the payment of reasonable and customary regular fees to directors of
     the Company who are not employees of the Company;

        (4) any payments or other transactions pursuant to any tax-sharing
     agreement between the Company and any other Person with which the Company
     files a consolidated tax return or with which the Company is part of a
     consolidated group for tax purposes;

        (5) any sale of shares of Capital Stock (other than Disqualified Stock)
     of the Company (or options, warrants or other rights to acquire such
     Capital Stock);

        (6) any Restricted Payments not prohibited by Section 4.04;

        (7) any purchase of Capital Stock of Restricted Subsidiaries approved by
     a majority of the disinterested members of the Board of Directors;
     provided, however, that such purchases shall not be made from (i) WCAS,
     (ii) management of the Company or (iii) family members of management of the
     Company; or

        (8) payments by the Company or any of its Restricted Subsidiaries to
     WCAS pursuant to the terms of the Preferred Share Documents, as they exist
     on the Closing Date, between the Company and WCAS relating to the issuance,
     sale and purchase of the Preferred Shares.

     Notwithstanding the foregoing, any transaction or series of related
transactions covered by the first paragraph of this Section 4.08 and not covered
by clauses (2) through (8) of this paragraph, (a) the aggregate amount of which
exceeds $1.0 million in value, must be approved or determined to be fair in the
manner provided for in clause (1)(A) or (B) above and (b) the aggregate amount
of which exceeds $10.0 million in value, must be determined to be fair in the
manner provided for in clause (1)(B) above.

               .9. Limitation on Liens. The Company will not, and will not
               -----------------------
permit any Restricted Subsidiary to, create, incur, assume or suffer to exist
any Lien on any of its assets or properties of any character, or any shares of
Capital Stock or Indebtedness of any Restricted Subsidiary, without making
effective provision for all of the Notes and all other amounts due under this
Indenture to be directly secured equally and ratably with (or, if the obligation
or liability to be secured by such Lien is subordinated in right of payment to
the Notes, prior to) the obligation or liability secured by such Lien.

The foregoing limitation does not apply to:

      (1) (1)  Liens existing on the Closing Date;

      (1) (2)  Liens granted after the Closing Date on any assets or Capital
               Stock of the Company or its Restricted Subsidiaries created in
               favor of the Holders;
<PAGE>

                                      49

      (2) (3)  Liens with respect to the assets of a Restricted Subsidiary
      granted by such Restricted Subsidiary to the Company or a Wholly Owned
      Restricted Subsidiary to secure Indebtedness owing to the Company or such
      other Restricted Subsidiary;

      (3) (4)  Liens securing Indebtedness which is Incurred to refinance
      secured Indebtedness which is permitted to be Incurred under clause (3) of
      the second paragraph of Section 4.03; provided that such Liens do not
      extend to or cover any property or assets of the Company or any Restricted
      Subsidiary other than the property or assets securing the Indebtedness
      being refinanced;

      (4) (5)  Liens on any property or assets of a Restricted Subsidiary
      securing Indebtedness of such Restricted Subsidiary permitted under
      Section 4.03;

      (5) (6)  Permitted Liens;

      (1) (7)  Liens securing obligations under the Credit Facility; or

      (8)      Liens securing obligations under the Senior Notes.

      .10. Limitation on Sale-Leaseback Transactions. The Company will not,
      -----------------------------------------------
and will not permit any Restricted Subsidiary to, enter into any Sale-Leaseback
transaction involving any of its assets or properties whether now owned or
hereafter acquired, whereby the Company or a Restricted Subsidiary sells or
transfers such assets or properties and then or thereafter leases such assets or
properties or any part thereof or any other assets or properties which the
Company or such Restricted Subsidiary, as the case may be, intends to use for
substantially the same purpose or purposes as the assets or properties sold or
transferred.


     The foregoing restriction does not apply to any Sale-Leaseback transaction
if (1) the lease is for a period, including renewal rights, of not in excess of
three years; (2) the lease secures or relates to industrial revenue or pollution
control bonds; (3) the transaction is solely between the Company and any Wholly
Owned Restricted Subsidiary or solely between Wholly Owned Restricted
Subsidiaries; or (4) the Company or such Restricted Subsidiary, within 12 months
after the sale or transfer of any assets or properties is completed, applies an
amount not less than the net proceeds received from such sale in accordance with
clauses (1)(A) or (1)(B) of Section 4.11.

      .11. Limitation on Asset Sales. The Company will not, and will
      -------------------------------
not permit any Restricted Subsidiary to, consummate any Asset Sale, unless (1)
the consideration received by the Company or such Restricted Subsidiary is at
least equal to the fair market value of the assets sold or disposed of and (2)
at least 75.0% of the consideration received consists of cash or Temporary Cash
Investments or the assumption of Indebtedness of the Company or any Restricted
Subsidiary (other than Indebtedness to the Company or any Restricted
Subsidiary), provided that the Company or such Restricted Subsidiary is
irrevocably and unconditionally released from all liability under such
Indebtedness.
<PAGE>

                                      50

     In the event and to the extent that the Net Cash Proceeds received by the
Company or any of its Restricted Subsidiaries from one or more Asset Sales
occurring on or after the Closing Date in any period of 12 consecutive months
exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the
date closest to the commencement of such 12month period for which a
consolidated balance sheet of the Company and its Subsidiaries has been filed
with the Commission or provided to the Trustee), then the Company shall or shall
cause the relevant Restricted Subsidiary to:

             (1) within twelve months after the date Net Cash Proceeds so
          received exceed 10% of Adjusted Consolidated Net Tangible Assets

             (B) apply an amount equal to such excess Net Cash Proceeds to
          permanently repay unsubordinated Indebtedness of the Company or any
          Restricted Subsidiary providing a Subsidiary Guarantee pursuant to
          Section 4.07 or Indebtedness of any other Restricted Subsidiary, in
          each case owing to a Person other than the Company or any of its
          Restricted Subsidiaries or

             (C) invest an equal amount, or the amount not so applied pursuant
          to clause (A) (or enter into a definitive agreement committing so to
          invest within 12 months after the date of such agreement), in property
          or assets (other than current assets) of a nature or type or that are
          used in a business (or in a company having property and assets of a
          nature or type, or engaged in a business) similar or related to the
          nature or type of the property and assets of, or the business of, the
          Company and its Restricted Subsidiaries existing on the date of such
          investment and

             (1) apply (no later than the end of the 12month period referred to
          in clause (1)) such excess Net Cash Proceeds (to the extent not
          applied pursuant to clause (1)) as provided in the following paragraph
          of this Section 4.11.

     The amount of such excess Net Cash Proceeds required to be applied (or to
be committed to be applied) during such 12month period as set forth in clause
(1) of the preceding sentence and not applied as so required by the end of such
period shall constitute "Excess Proceeds."

     If, as of the first day of any calendar month, the aggregate amount of
Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this
Section 4.11 totals at least $10.0 million, the Company must commence, not later
than the fifteenth Business Day of such month, and consummate an Offer to
Purchase from the Holders (and if required by the terms of any Indebtedness that
is pari passu with the Notes ("Pari Passu Indebtedness"), from the holders of
                               -----------------------
such Pari Passu Indebtedness) on a pro rata basis an aggregate principal amount
of Notes (and Pari Passu Indebtedness) equal to the Excess Proceeds on such
date, at a purchase price equal to 100% of the principal amount thereof, plus,
in each case, accrued interest (if any) to the Payment Date.

     Notwithstanding anything herein to the contrary, the Company shall not, and
shall not permit its Restricted Subsidiaries to engage in any Asset Sale with
respect to licenses or plant,
<PAGE>

                                      51

property and equipment used primarily by the Company or its Restricted
Subsidiaries to provide PCS and having a fair market value in the aggregate in
excess of $200.0 million.

               .12. Repurchase of Notes upon a Change of Control. The Company
               -------------------------------------------------
shall commence, within 30 days of the occurrence of a Change of Control, and
consummate an Offer to Purchase for all Notes then outstanding, at a purchase
price equal to 101% of the principal amount thereof, plus accrued interest, if
any, to the Payment Date.

               .13. Existence. Subject to Articles Four and Five of this
               --------------
Indenture, the Company will do or cause to be done all things necessary to
preserve and keep in full force and effect its existence and the existence of
each of its Restricted Subsidiaries in accordance with the respective
organizational documents of the Company and each Restricted Subsidiary and the
rights (whether pursuant to charter, partnership certificate, agreement, statute
or otherwise), licenses and franchises of the Company and each Restricted
Subsidiary; provided that the Company shall not be required to preserve any such
right, license or franchise, or the existence of any Restricted Subsidiary, if
the maintenance or preservation thereof is no longer desirable in the conduct of
the business of the Company and its Restricted Subsidiaries taken as a whole.

               .14. Payment of Taxes and Other Claims. The Company will pay or
               --------------------------------------
discharge and shall cause each of its Subsidiaries to pay or discharge, or cause
to be paid or discharged, before the same shall become delinquent (i) all
material taxes, assessments and governmental charges levied or imposed upon (a)
the Company or any such Subsidiary, (b) the income or profits of any such
Subsidiary which is a corporation or (c) the property of the Company or any such
Subsidiary and (ii) all material lawful claims for labor, materials and supplies
that, if unpaid, might by law become a lien upon the property of the Company or
any such Subsidiary; provided that the Company shall not be required to pay or
discharge, or cause to be paid or discharged, any such tax, assessment, charge
or claim the amount, applicability or validity of which is being contested in
good faith by appropriate proceedings and for which adequate reserves have been
established.

               .15. Maintenance of Properties and Insurance. The Company will
               --------------------------------------------
cause all properties used or useful in the conduct of its business or the
business of any of its Restricted Subsidiaries 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 that nothing in
this Section 4.15 shall prevent the Company or any Restricted Subsidiary from
discontinuing the use, operation or maintenance of any of such properties or
disposing of any of them, if such discontinuance or disposal is, in the judgment
of the Company, desirable in the conduct of the business of the Company or such
Restricted Subsidiary.

     The Company will provide or cause to be provided, for itself and its
Restricted Subsidiaries, insurance (including appropriate selfinsurance)
against loss or damage of the kinds customarily insured against by corporations
similarly situated and owning like properties,
<PAGE>

                                      52

including, but not limited to, products liability insurance and public liability
insurance, with reputable insurers or with the government of the United States
of America, or an agency or instrumentality thereof, in such amounts, with such
deductibles and by such methods as shall be customary for corporations similarly
situated in the industry in which the Company or any such Restricted Subsidiary,
as the case may be, is then conducting business.

               .16. Notice of Defaults. In the event that any Officer becomes
               -----------------------
aware of any Default or Event of Default, the Company shall promptly deliver to
the Trustee an Officers' Certificate specifying such Default or Event of
Default.

               .17. Compliance Certificates. The Company shall deliver to the
               ----------------------------
Trustee, within 45 days after the end of each fiscal quarter (90 days after the
end of the last fiscal quarter of each year), an Officers' Certificate stating
whether or not the signers know of any Default or Event of Default that occurred
during such fiscal quarter. In the case of the Officers' Certificate delivered
within 90 days after the end of the Company's fiscal year, such certificate
shall contain a certification from the principal executive officer, principal
financial officer or principal accounting officer of the Company that a review
has been conducted of the activities of the Company and its Restricted
Subsidiaries and the Company's and its Restricted Subsidiaries' performance
under this Indenture and that the Company has complied with all conditions and
covenants under this Indenture. For purposes of this Section 4.17, such
compliance shall be determined without regard to any period of grace or
requirement of notice provided under this Indenture. If any of the officers of
the Company signing such certificate has knowledge of such a Default or Event of
Default, the certificate shall describe any such Default or Event of Default and
its status. The first certificate to be delivered pursuant to this Section
4.17(a) shall be for the first fiscal quarter beginning after the execution of
this Indenture.


     (b) The Company shall deliver to the Trustee, within 90 days after the end
of each fiscal year, beginning with the fiscal year in which this Indenture was
executed, a certificate signed by the Company's independent certified public
accountants stating (i) that their audit examination has included a review of
the terms of this Indenture and the Notes as they relate to accounting matters,
(ii) that they have read the most recent Officers' Certificate delivered to the
Trustee pursuant to paragraph (a) of this Section 4.17 and (iii) whether, in
connection with their audit examination, anything came to their attention that
caused them to believe that the Company was not in compliance with any of the
terms, covenants, provisions or conditions of Article Four and Section 5.01 of
this Indenture as they pertain to accounting matters and, if any Default or
Event of Default has come to their attention, specifying the nature and period
of existence thereof; provided that such independent certified public
accountants shall not be liable in respect of such statement by reason of any
failure to obtain knowledge of any such Default or Event of Default that would
not be disclosed in the course of an audit examination conducted in accordance
with generally accepted auditing standards in effect at the date of such
examination.

               .18. Commission Reports and Reports to Holders. Whether or not
               ----------------------------------------------
the Company is then required to file reports with the Commission, the Company
shall file with the Commission all such reports and other information as it
would be required to file with the Commission by Sections 13(a) or 15(d) under
the Exchange Act if it were subject thereto. The
<PAGE>

                                      53

Company shall supply the Trustee and each Holder or shall supply to the Trustee
for forwarding to each such Holder, without cost to such Holder, copies of such
reports and other information within 15 days after the date it would have been
required to file such reports or other information with the Commission had it
been subject to such Sections. The Company also shall comply with the other
provisions of TIA Section 314(a).


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

               .19. 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 law or other law
that would prohibit or forgive the Company from paying all or any portion of the
principal of, premium, if any, or interest on the Notes as contemplated herein,
wherever enacted, now or at any time hereafter in force, or that may affect the
covenants or the performance of this Indenture; and (to the extent that it may
lawfully do so) the Company 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 4.20.  Calculation of Original Issue Discount. The
                              --------------------------------------
Company shall file with the Trustee promptly at the end of each calendar year
(i) a written notice specifying the amount of original issue discount (including
daily rates and accrual periods) accrued on outstanding Notes as of the end of
such year and (ii) such other specific information relating to such original
issue discount as may then be relevant under the Internal Revenue Code of 1986,
as amended from time to time.

                                 ARTICLE FIVE

                             SUCCESSOR CORPORATION

               .1. When Company May Merge, Etc. The Company will not consolidate
               -------------------------------
with, merge with or into, or sell, convey, transfer, lease or otherwise dispose
of all or substantially all of its property and assets (as an entirety or
substantially an entirety in one transaction or a series of related
transactions) to, any Person or permit any Person to merge with or into the
Company unless:


               (1) the Company shall be the continuing Person, or the Person (if
     other than the Company) formed by such consolidation or into which the
     Company is merged or that acquired or leased such property and assets of
     the Company shall be a corporation organized and validly existing under the
     laws of the United States of America or any jurisdiction thereof and shall
     expressly assume, by a supplemental indenture, executed and delivered to
     the Trustee, all of the obligations of the Company on all of the Notes and
     under this Indenture;
<PAGE>

                                      54

               (2) immediately after giving effect to such transaction, no
     Default or Event of Default shall have occurred and be continuing;

               (3) immediately after giving effect to such transaction on a pro
     forma basis the Company, or any Person becoming the successor obligor of
     the Notes, as the case may be, could Incur at least $1.00 of Indebtedness
     under the first paragraph of Section 4.03; provided that this clause (3)
     shall not apply to a consolidation, merger or sale of all (but not less
     than all) of the assets of the Company if all Liens and Indebtedness of the
     Company or any Person becoming the successor obligor on the Notes, as the
     case may be, and its Restricted Subsidiaries outstanding immediately after
     such transaction would have been permitted (and all such Liens and
     Indebtedness, other than Liens and Indebtedness of the Company and its
     Restricted Subsidiaries outstanding immediately prior to the transaction,
     shall be deemed to have been Incurred) for all purposes of this Indenture;
     and

               (4) the Company delivers to the Trustee an Officers' Certificate
     (attaching the arithmetic computations to demonstrate compliance with
     clause (3)) and Opinion of Counsel, in each case stating that such
     consolidation, merger or transfer and such supplemental indenture complies
     with this provision and that all conditions precedent provided for herein
     relating to such transaction have been complied with;

provided, however, that clauses (3) and (4) above do not apply if, in the good
faith determination of the Board of Directors of the Company, whose
determination shall be evidenced by a Board Resolution, the principal purpose of
such transaction is to change the state of incorporation of the Company and any
such transaction shall not have as one of its purposes the evasion of the
foregoing limitations.

               .2. Successor Substituted. Upon any consolidation or merger, or
               -------------------------
any sale, conveyance, transfer, lease or other disposition of all or
substantially all of the property and assets of the Company in accordance with
Section 5.01 of this Indenture, the successor Person formed by such
consolidation or into which the Company is merged or to which such sale,
conveyance, transfer, lease or other disposition is made shall succeed to, and
be substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person had been named
as the Company herein; provided that the Company shall not be released from its
obligation to pay the principal of, premium, if any, or interest on the Notes in
the case of a lease of all or substantially all of its property and assets.

                                 ARTICLE SIX
                             DEFAULT AND REMEDIES

               .1. Events of Default. Any of the following events shall
               ---------------------
constitute an "Event of Default" hereunder:

               (a)  default in the payment of principal of (or premium, if any,
on) any Note when the same becomes due and payable at maturity, upon
acceleration, redemption or otherwise;
<PAGE>

                                      55

               (b)  default in the payment of interest on any Note when the same
becomes due and payable, and such default continues for a period of 30 days;
provided that a failure to make any of the first four scheduled interest
payments on the Notes in a timely manner will constitute an Event of Default
with no grace or cure period;

               (c)  default in the performance or breach of the provisions of
this Indenture applicable to mergers, consolidations and transfers of all or
substantially all of the assets of the Company or the failure to make or
consummate an Offer to Purchase in accordance with the Sections 4.11 and 4.12;

               (d)  the Company defaults in the performance of or breaches any
other covenant or agreement of the Company in this Indenture or under the Notes
(other than a default specified in clause (a), (b) or (c) above) and such
default or breach continues for a period of 30 consecutive days after written
notice by the Trustee or the Holders of 25% or more in aggregate principal
amount of the Notes;

               (e)  there occurs with respect to any issue or issues of
Indebtedness of the Company or any Significant Subsidiary having an outstanding
principal amount of $10.0 million or more in the aggregate for all such issues
of all such Persons, whether such Indebtedness now exists or shall hereafter be
created, (I) an event of default that has caused the holder thereof to declare
such Indebtedness to be due and payable prior to its Stated Maturity and such
Indebtedness has not been discharged in full or such acceleration has not been
rescinded or annulled within 30 days of such acceleration and/or (II) the
failure to make a principal payment at the final (but not any interim) fixed
maturity and such defaulted payment shall not have been made, waived or extended
within 30 days of such payment default;

               (f)  any final judgment or order (not covered by insurance) for
the payment of money in excess of $10.0 million in the aggregate for all such
final judgments or orders against all such Persons (treating any deductibles,
self insurance or retention as not so covered) shall be rendered against the
Company or any Significant Subsidiary and shall not be paid or discharged, and
there shall be any period of 30 consecutive days following entry of the final
judgment or order that causes the aggregate amount for all such final judgments
or orders outstanding and not paid or discharged against all such Persons to
exceed $10.0 million during which a stay of enforcement of such final judgment
or order, by reason of a pending appeal or otherwise, shall not be in effect;

               (g)  a court having jurisdiction in the premises enters a decree
or order for (A) relief in respect of the Company or any Significant Subsidiary
in an involuntary case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect, (B) appointment of a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official of
the Company or any
<PAGE>

                                      56

     Significant Subsidiary or for all or substantially all of the property and
     assets of the Company or any Significant Subsidiary or (C) the winding up
     or liquidation of the affairs of the Company or any Significant Subsidiary
     and, in each case, such decree or order shall remain unstayed and in effect
     for a period of 30 consecutive days; or

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

               .2. Acceleration. If an Event of Default (other than an Event of
               ----------------
Default specified in clause (g) or (h) of Section 6.01 that occurs with respect
to the Company) occurs and is continuing under this Indenture, the Trustee or
the Holders of at least 25% in aggregate principal amount of the Notes then
outstanding, by written notice to the Company (and to the Trustee if such notice
is given by the Holders), may, and the Trustee at the request of such Holders
shall, declare the principal of, premium, if any, and accrued interest on the
Notes to be immediately due and payable. Upon a declaration of acceleration,
such principal, premium, if any, and accrued interest shall be immediately due
and payable. In the event of a declaration of acceleration because an Event of
Default set forth in clause (e) of Section 6.01 has occurred and is continuing,
such declaration of acceleration shall be automatically rescinded and annulled
if the event of default triggering such Event of Default pursuant to clause (e)
shall be remedied or cured by the Company or the relevant Significant Subsidiary
or waived by the holders of the relevant Indebtedness within 60 days after the
declaration of acceleration with respect thereto. If an Event of Default
specified in clause (g) or (h) of Section 6.01 occurs with respect to the
Company, the principal of, premium, if any, and accrued interest on the Notes
then outstanding shall ipso facto become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any Holder.

     At any time after such declaration of acceleration, but before a judgment
or decree for the payment of the money due has been obtained by the Trustee, the
Holders of at least a majority in principal amount of the outstanding Notes by
written notice to the Company and to the Trustee, may waive all past Defaults
and rescind and annul a declaration of acceleration and its consequences if (a)
the Company has paid or deposited with the Trustee a sum sufficient to pay (i)
all sums paid or advanced by the Trustee hereunder and the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, (ii) all overdue interest on all Notes, (iii) the principal of and
premium, if any, on any Notes that have become due otherwise than by such
declaration or occurrence of acceleration and interest thereon at the rate
prescribed therefor by such Notes, and (iv) to the extent that payment of such
interest is lawful, interest upon overdue interest, if any, at the rate
prescribed therefor by such Notes, (b) all existing Events of Default, other
than the nonpayment of the principal of, premium, if any, and
<PAGE>

                                      57

accrued interest on the Notes that have become due solely by such declaration of
acceleration, have been cured or waived and (c) the rescission would not
conflict with any judgment or decree of a court of competent jurisdiction.

               .3. Other Remedies. If an Event of Default occurs and is
               ------------------
continuing, the Trustee may, and at the direction of the Holders of at least a
majority in principal amount of the outstanding Notes shall, pursue any
available remedy by proceeding at law or in equity to collect the payment of
principal of, premium, if any, or interest on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.

     The Trustee may maintain a proceeding even if it does not possess any of
the Notes or does not produce any of them in the proceeding.

               .4. Waiver of Past Defaults. Subject to Sections 6.02, 6.07 and
               ---------------------------
9.02, the Holders of at least a majority in principal amount of the outstanding
Notes, by notice to the Trustee, may waive an existing Default or Event of
Default and its consequences, except a Default in the payment of principal of,
premium, if any, or interest on any Note as specified in clause (a) or (b) of
Section 6.01 or in respect of a covenant or provision of this Indenture which
cannot be modified or amended without the consent of the Holder of each
outstanding Note affected. Upon any such waiver, such Default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have been
cured, for every purpose of this Indenture; but no such waiver shall extend to
any subsequent or other Default or Event of Default or impair any right
consequent thereto.

               .5. Control by Majority. The Holders of at least a majority in
               -----------------------
aggregate principal amount of the outstanding Notes may direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or exercising any trust or power conferred on the Trustee; provided that the
Trustee may refuse to follow any direction that conflicts with law or this
Indenture, that may involve the Trustee in personal liability, or that the
Trustee determines in good faith may be unduly prejudicial to the rights of
Holders of Notes not joining in the giving of such direction; and provided
further that the Trustee may take any other action it deems proper that is not
inconsistent with any such direction received from Holders of Notes.

               .6. Limitation on Suits. A Holder may not institute any
               -----------------------
proceeding, judicial or otherwise, with respect to this Indenture or the Notes,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless:

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

               (ii) the Holders of at least 25% in aggregate principal amount of
     outstanding Notes shall have made a written request to the Trustee to
     pursue such remedy;

               (iii) such Holder or Holders offer the Trustee indemnity
     reasonably satisfactory to the Trustee against any costs, liability or
     expense;
<PAGE>

                                      58

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

               (v) during such 60day period, the Holders of a majority in
     aggregate principal amount of the outstanding Notes do not give the Trustee
     a direction that is inconsistent with the request.

     For purposes of Section 6.05 of this Indenture and this Section 6.06, the
Trustee shall comply with TIA Section 316(a) in making any determination of
whether the Holders of the required aggregate principal amount of outstanding
Notes have concurred in any request or direction of the Trustee to pursue any
remedy available to the Trustee or the Holders with respect to this Indenture or
the Notes or otherwise under the law.

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

               .7. Rights of Holders to Receive Payment. Notwithstanding any
               ----------------------------------------
other provision of this Indenture, the right of any Holder of a Note to receive
payment of the principal of, premium, if any, or interest on, such Note or to
bring suit for the enforcement of any such payment, on or after the due date
expressed in the Notes, shall not be impaired or affected without the consent of
such Holder.

               .8. Collection Suit by Trustee. If an Event of Default in
               ------------------------------
payment of principal, premium or interest specified in clause (a), (b) or (c) of
Section 6.01 occurs and is continuing, the Trustee may recover judgment in its
own name and as trustee of an express trust against the Company or any other
obligor of the Notes for the whole amount of principal, premium, if any, and
accrued interest remaining unpaid, together with interest on overdue principal,
premium, if any, and, to the extent that payment of such interest is lawful,
interest on overdue installments of interest, in each case at the rate specified
in the Notes, and such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

               .9. Trustee May File Proofs of Claim. The Trustee may file such
               ------------------------------------
proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section
7.07) and the Holders allowed in any judicial proceedings relative to the
Company (or any other obligor of the Notes), its creditors or its property and
shall be entitled and empowered to collect and receive any monies, securities or
other property payable or deliverable upon conversion or exchange of the Notes
or upon any such claims and to distribute the same, and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07. Nothing herein contained shall be deemed to empower
the
<PAGE>

                                      59

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.

               .10. Priorities. If the Trustee collects any money pursuant to
               ---------------
this Article Six, it shall pay out the money in the following order:

          First:  to the Trustee for all amounts due under Section 7.07;

          Second:  to Holders for amounts then due and unpaid for principal of,
     premium, if any, and interest on the Notes in respect of which or for the
     benefit of which such money has been collected, ratably, without preference
     or priority of any kind, according to the amounts due and payable on such
     Notes for principal, premium, if any, and interest, respectively; and

          Third:  to the Company or any other obligors of the Notes, as their
     interests may appear, or as a court of competent jurisdiction may direct.

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

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

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

               .13. Rights and Remedies Cumulative . Except as otherwise
               -----------------------------------
provided with respect to the replacement or payment of mutilated, destroyed,
lost or wrongfully taken Notes in Section 2.09, 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 remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
<PAGE>

                                      60

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.

               .14. Delay or Omission Not Waiver. No delay or omission of the
               ---------------------------------
Trustee or of any Holder 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 Six 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.


                                 ARTICLE SEVEN
                                    TRUSTEE

               .1. General. The duties and responsibilities of the Trustee
               -----------
shall be as provided by the TIA and as set forth herein. Notwithstanding the
foregoing, 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 or security against such risk or liability is not
reasonably assured to it. Whether or not herein 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 Article Seven.

               .2. Certain Rights of Trustee. Subject to TIA Sections 315(a)
               -----------------------------
         through (d):

               (i) the Trustee may conclusively 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 reasonably believed by it to be genuine and to have
     been signed or presented by the proper person;

               (ii) before the Trustee acts or refrains from acting, it may
     require an Officers' Certificate or an Opinion of Counsel, which shall
     conform to Section 10.04. The Trustee shall not be liable for any
     reasonable action it takes or omits to take in good faith in reliance on
     such certificate or opinion;

               (iii) the Trustee may act through its attorneys and agents and
     shall not be responsible for the misconduct or negligence of any attorney
     or agent appointed with due care by it hereunder;

               (iv) the Trustee shall be under no obligation to exercise any of
     the rights or powers vested in it by this Indenture at the request or
     direction of any of the Holders, unless such Holders shall have offered to
     the Trustee security or indemnity reasonably
<PAGE>

                                      61

     satisfactory to it against the costs, expenses and liabilities that might
     be incurred by it in compliance with such request or direction;

               (v) the Trustee shall not be liable for any reasonable action it
     takes or omits to take in good faith that it believes to be authorized or
     within its rights or powers, provided that the Trustee's conduct does not
     constitute negligence or bad faith;

               (vi) whenever in the administration of this Indenture the Trustee
     shall deem it desirable that a matter be proved or established prior to
     taking, suffering or omitting any action hereunder, the Trustee (unless
     other evidence be herein specifically prescribed) may, in the absence of
     bad faith on its part, conclusively rely upon an Officers' Certificate;

               (vii) the Trustee shall not be bound to make any investigation
     into the facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     document, but the Trustee, in its discretion, may make such further inquiry
     or investigation into such facts or matters as it may see fit, and, if the
     Trustee shall determine to make such further inquiry or investigation, it
     shall be entitled to examine the books, records and premises of the Company
     personally or by agent or attorney;

               (viii) The Trustee may consult with counsel of its selection and
     the 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;

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

               (x) the rights, privileges, protections, immunities and benefits
     given to the Trustee, including, without limitation, its right to be
     indemnified, are extended to, and shall be enforceable by, the Trustee in
     each of its capacities hereunder, and to each agent, custodian and other
     Person employed to act hereunder; and

               (xi) the Trustee may request that the Company deliver an
     Officers' Certificate setting forth the names of individuals and/or titles
     of officers authorized at such time to take specified actions pursuant to
     this Indenture, which Officers' Certificate may be signed by any person
     authorized to sign an Officers' Certificate, including any person specified
     as so authorized in any such certificate previously delivered and not
     superseded.

               .3. Individual Rights of Trustee. The Trustee, in its individual
               --------------------------------
or any other capacity, may become the owner or pledgee of Notes and may
otherwise deal with the Company
<PAGE>

                                      62

or its Affiliates with the same rights it would have if it were not the Trustee.
Any Agent may do the same with like rights. However, the Trustee is subject to
TIA Sections 310(b) and 311.

               .4. Trustee's Disclaimer. The Trustee (i) makes no
               ------------------------
representation as to the validity or adequacy of this Indenture or the Notes,
(ii) shall not be accountable for the Company's use or application of the
proceeds from the Notes and (iii) shall not be responsible for any statement in
the Notes other than its certificate of authentication.

               .5. Notice of Default. If any Default or any Event of Default
               ---------------------
occurs and is continuing and if such Default or Event of Default is known to the
Trustee, the Trustee shall mail to each Holder in the manner and to the extent
provided in TIA Section 313(c) notice of the Default or Event of Default within
45 days after it occurs, unless such Default or Event of Default has been cured;
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 the board of directors,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interest of the Holders.

               .6. Reports by Trustee to Holders. Within 60 days after each May
               ---------------------------------
15, beginning with May 15, 2001 the Trustee shall mail to each Holder as
provided in TIA Section 313(c) a brief report dated as of such May 15, if
required by TIA Section 313(a).

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

               .7. Compensation and Indemnity. The Company shall pay to the
               ------------------------------
Trustee such compensation as shall be agreed upon in writing for its services
hereunder. The compensation of the Trustee shall not be limited by any law on
compensation of a trustee of an express trust. The Company shall reimburse the
Trustee upon request for all reasonable disbursements, expenses and advances
incurred or made by the Trustee without negligence or bad faith on its part.
Such expenses shall include the reasonable compensation and expenses of the
Trustee's agents and counsel.

     The Company shall indemnify each of the Trustee or any predecessor Trustee
and their agents for, and hold them harmless against, any and all loss or
liability or expense or damage or claim incurred by them without negligence or
bad faith on its part in connection with the acceptance or administration of
this Indenture and its duties under this Indenture and the Notes, including the
costs and expenses (including taxes other than taxes based upon, measured by or
determined by the income of the Trustee) of defending itself against any claim
or liability whether asserted by the Company, a Holder, or any other Person, and
of complying with any process served upon it or any of its officers in
connection with the exercise or performance of any of its powers or duties under
this Indenture and the Notes.  The Trustee shall notify the Company promptly of
any claim for which it may seek indemnity.  Failure by the Trustee to so notify
the Company shall not relieve the Company of its obligations hereunder, unless
the
<PAGE>

                                      63

Company is materially prejudiced thereby. The Company shall defend the
claim and the Trustee shall cooperate in the defense.  Unless otherwise set
forth herein, the Trustee may have separate counsel and the Company shall pay
the reasonable fees and expenses of such counsel.  The Company need not pay for
any settlement made without its consent, which consent shall not be unreasonably
withheld.

     To secure the Company's payment obligations in this Section 7.07, the
Trustee shall have a lien prior to the Notes on all money or property held or
collected by the Trustee, in its capacity as Trustee, except money or property
held in trust to pay principal of, premium, if any, and interest on particular
Notes.

     If the Trustee incurs expenses or renders services after the occurrence of
an Event of Default specified in clause (g) or (h) of Section 6.01, the expenses
and the compensation for the services will be intended to constitute expenses of
administration under Title 11 of the United States Bankruptcy Code or any
applicable federal or state law for the relief of debtors.

     The provisions of this Section 7.07 shall survive the termination of this
Indenture and the resignation or removal of the Trustee.

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

               .8. Replacement of Trustee. A resignation or removal of the
               --------------------------
Trustee and appointment of a successor Trustee shall become effective only upon
the successor Trustee's acceptance of appointment as provided in this Section
7.08.

     The Trustee may resign at any time by so notifying the Company in writing
at least 30 days prior to the date of the proposed resignation.  The Holders of
a majority in principal amount of the outstanding Notes may remove the Trustee
by so notifying the Trustee in writing and may appoint a successor Trustee with
the consent of the Company.  The Company may remove the Trustee if:  (i) the
Trustee is no longer eligible under Section 7.10; (ii) the Trustee is adjudged a
bankrupt or an insolvent; (iii) a receiver or other public officer takes charge
of the Trustee or its property; or (iv) the Trustee becomes incapable of acting.

     If the Trustee resigns or is removed, or if a vacancy exists in the office
of Trustee for any reason, the Company shall promptly appoint a successor
Trustee.  Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.  If
the successor Trustee does not deliver its written acceptance required by the
next succeeding paragraph of this Section 7.08 within 30 days after the retiring
Trustee resigns or is removed, the retiring Trustee, the Company or the Holders
of a majority in principal amount of the outstanding Notes may, at the expense
of the Company, petition any court of competent jurisdiction for the appointment
of a successor Trustee.

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company.  Immediately after the delivery of
such written acceptance, subject
<PAGE>

                                      64

to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer
all property held by it as Trustee to the successor Trustee, (ii) the
resignation or removal of the retiring Trustee shall become effective and (iii)
the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. A successor Trustee shall mail notice of its
succession to each Holder. No successor Trustee shall accept its appointment
unless at the time of such acceptance such successor Trustee shall be qualified
and eligible under this Article.

     If the Trustee is no longer eligible under Section 7.10 or shall fail to
comply with TIA Section 310(b), any Holder who satisfies the requirements of TIA
Section 310(b) may petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor Trustee.  If at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section 7.08, the Trustee shall resign immediately in the manner and with the
effect provided in this Section.

     The Company shall give notice of any resignation and any removal of the
Trustee and each appointment of a successor Trustee to all Holders.  Each notice
shall include the name of the successor Trustee and the address of its Corporate
Trust Office.

     Notwithstanding replacement of the Trustee pursuant to this Section 7.08,
the Company's obligation under Section 7.07 shall continue for the benefit of
the retiring Trustee.

               .9. Successor Trustee by Merger, Etc. If the Trustee consolidates
               -------------------------------------
with, merges or converts into, or transfers all or substantially all of its
corporate trust business to, another corporation or national banking
association, the resulting, surviving or transferee corporation or national
banking association without any further act shall be the successor Trustee with
the same effect as if the successor Trustee had been named as the Trustee
herein, provided such corporation shall be otherwise qualified and eligible
under this Article.

               .10. Eligibility. This Indenture shall always have a Trustee who
               ----------------
satisfies the requirements of TIA Section 310(a)(1). The Trustee shall have a
combined capital and surplus of at least $25 million as set forth in its most
recent published annual report of condition that is subject to the requirements
of applicable Federal or state supervising or examining authority. 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 specified in this Article.

               .11. Money Held in Trust. The Trustee shall not be liable for
               -------------------------
interest on any money received by it except as the Trustee may agree in writing
with the Company. Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by law and except for money held in
trust under Article Eight of this Indenture.
<PAGE>

                                      65

                                 ARTICLE EIGHT
                            DISCHARGE OF INDENTURE

               .1. Termination of Company's Obligations. Except as otherwise
               -----------------------------------------
provided in this Section 8.01, the Company may terminate its obligations under
the Notes and this Indenture if:

               (i) all Notes previously authenticated and delivered (other than
     destroyed, lost or stolen Notes that have been replaced or Notes that are
     paid pursuant to Section 4.01 or Notes for whose payment money or
     securities have theretofore been held in trust and thereafter repaid to the
     Company, as provided in Section 8.05) have been delivered to the Trustee
     for cancellation and the Company has paid all sums payable by it hereunder;
     or

               (ii) (A) the Notes mature within one year or all of them are to
     be called for redemption within one year under arrangements satisfactory to
     the Trustee for giving the notice of redemption, (B) the Company
     irrevocably deposits in trust with the Trustee during such one-year period,
     under the terms of an irrevocable trust agreement in form and substance
     satisfactory to the Trustee, as trust funds solely for the benefit of the
     Holders for that purpose, money or U.S. Government Obligations sufficient
     (in the opinion of a nationally recognized firm of independent public
     accountants expressed in a written certification thereof delivered to the
     Trustee), without consideration of any reinvestment of any interest
     thereon, to pay principal, premium, if, any, and interest on the Notes to
     maturity or redemption, as the case may be, and to pay all other sums
     payable by it hereunder, (C) no Default or Event of Default with respect to
     the Notes shall have occurred and be continuing on the date of such
     deposit, (D) such deposit will not result in a breach or violation of, or
     constitute a default under, this Indenture or any other agreement or
     instrument to which the Company is a party or by which it is bound and (E)
     the Company has delivered to the Trustee an Officers' Certificate and an
     Opinion of Counsel, in each case stating that all conditions precedent
     provided for herein relating to the satisfaction and discharge of this
     Indenture have been complied with.

     With respect to the foregoing clause (i), the Company's obligations under
Section 7.07 shall survive.  With respect to the foregoing clause (ii), the
Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08,
2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the
Notes are no longer outstanding.  Thereafter, only the Company's obligations in
Sections 7.07, 8.04, 8.05 and 8.06 shall survive.  After any such irrevocable
deposit, the Trustee upon request shall acknowledge in writing the discharge of
the Company's obligations under the Notes and this Indenture except for those
surviving obligations specified above.

               .2. Defeasance and Discharge of Indenture. The Company will be
               ------------------------------------------
deemed to have paid and will be discharged from any and all obligations in
respect of the Notes on the 123rd day after the date of the deposit referred to
in clause (A) of this Section 8.02, and the provisions of this Indenture will no
longer be in effect with respect to the Notes (except for, among other matters,
certain obligations to register the transfer or exchange of the notes, to
replace stolen, lost or mutilated notes, to maintain paying agencies and to hold
monies for
<PAGE>

                                      66

payment in trust), and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging the same if:

          (A) with reference to this Section 8.02, the Company has irrevocably
     deposited or caused to be irrevocably deposited with the Trustee (or
     another trustee satisfying the requirements of Section 7.10) and conveyed
     all right, title and interest to the Trustee for the benefit of the
     Holders, under the terms of an irrevocable trust agreement in form and
     substance satisfactory to the Trustee as trust funds in trust, specifically
     pledged to the Trustee for the benefit of the Holders as security for
     payment of the principal of, premium, if any, and interest, if any, on the
     Notes, and dedicated solely to, the benefit of the Holders, in and to (1)
     money in an amount, (2) U.S. Government Obligations that, through the
     payment of interest, premium, if any, and principal in respect thereof in
     accordance with their terms, will provide, not later than one day before
     the due date of any payment referred to in this clause (A), money in an
     amount or (3) a combination thereof in an amount 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, without consideration of the reinvestment of such interest and
     after payment of all federal, state and local taxes or other charges and
     assessments in respect thereof payable by the Trustee, the principal of,
     premium, if any, and interest on the outstanding Notes on the Stated
     Maturity of such principal or interest; provided that the Trustee shall
     have been irrevocably instructed to apply such money or the proceeds of
     such U.S. Government Obligations to the payment of such principal, premium,
     if any, and interest with respect to the Notes;

          (B) the Company has delivered to the Trustee (1) either (x) an Opinion
     of Counsel to the effect that Holders will not recognize income, gain or
     loss for federal income tax purposes as a result of the Company's exercise
     of its option under this Section 8.02 and will be subject to federal income
     tax on the same amount and in the same manner and at the same times as
     would have been the case if such option had not been exercised, which
     Opinion of Counsel must be based upon (and accompanied by a copy of) a
     ruling of the Internal Revenue Service to the same effect unless there has
     been a change in applicable federal income tax law after the Closing Date
     such that a ruling is no longer required or (y) a ruling directed to the
     Trustee received from the Internal Revenue Service to the same effect as
     the aforementioned Opinion of Counsel and (2) an Opinion of Counsel to the
     effect that the creation of the defeasance trust does not violate the
     Investment Company Act of 1940 and that after the passage of 123 days
     following the deposit (except, with respect to any trust funds for the
     account of any Holder who may be deemed to be an "insider" for purposes of
     the United States Bankruptcy Code, after one year following the deposit),
     the trust funds will not be subject to the effect of Section 547 of the
     United States Bankruptcy Code or Section 15 of the New York Debtor and
     Creditor Law in a case commenced by or against the Company under either
     such statute, and either (I) the trust funds will no longer remain the
     property of the Company (and therefore will not be subject to the effect of
     any applicable bankruptcy, insolvency, reorganization or similar laws
     affecting creditors' rights generally) or (II) if a court were to rule
     under any such law in any case or proceeding that the trust funds remained

<PAGE>

                                      67

     property of the Company, (a) assuming such trust funds remained in the
     possession of the Trustee prior to such court ruling to the extent not paid
     to the Holders, the Trustee will hold, for the benefit of the Holders, a
     valid and perfected security interest in such trust funds that is not
     avoidable in bankruptcy or otherwise except for the effect of Section
     552(b) of the United States Bankruptcy Code on interest on the trust funds
     accruing after the commencement of a case under such statute and (b) the
     Holders will be entitled to receive adequate protection of their interests
     in such trust funds if such trust funds are used in such case or
     proceeding;

          (C) immediately after giving effect to such deposit, on a pro forma
     basis, no Default or Event of Default shall have occurred and be continuing
     on the date of such deposit or during the period ending on the 123rd day
     after such date of such deposit, and such deposit shall not result in a
     breach or violation of, or constitute a default under, this Indenture or
     any other agreement or instrument to which the Company or any of its
     Subsidiaries is a party or by which the Company or any of its Subsidiaries
     is bound;

          (D) if the Notes are then listed on a national securities exchange,
     the Company has delivered to the Trustee an Opinion of Counsel to the
     effect that the Notes will not be delisted as a result of such deposit,
     defeasance and discharge; and

          (E) the Company has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel, in each case stating that all conditions
     precedent provided for herein relating to the defeasance contemplated by
     this Section 8.02 have been complied with.

     Notwithstanding the foregoing, prior to the end of the 123day (or one
year) period referred to in clause (B)(2) of this Section 8.02, none of the
Company's obligations under this Indenture shall be discharged.  Subsequent to
the end of such 123day (or one year) period with respect to this Section 8.02,
the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08,
2.09, 2.14, 4.01, 4.02, 8.04, 8.05, 8.06 and the rights, powers, trusts, duties
and immunities of the Trustee hereunder shall survive until the Notes are no
longer outstanding.  Thereafter, only the Company's obligations in Sections
7.07, 8.04, 8.05 and 8.06 shall survive.  If and when a ruling from the Internal
Revenue Service or an Opinion of Counsel referred to in clause (B)(1) of this
Section 8.02 is able to be provided specifically without regard to, and not in
reliance upon, the continuance of the Company's obligations under Section 4.01,
then the Company's obligations under such Section 4.01 shall cease upon delivery
to the Trustee of such ruling or Opinion of Counsel and compliance with the
other conditions precedent provided for herein relating to the defeasance
contemplated by this Section 8.02.

     After any such irrevocable deposit, the Trustee upon request shall
acknowledge in writing the discharge of the Company's obligations under the
Notes and this Indenture except for those surviving obligations in the
immediately preceding paragraph.

               .3. Defeasance of Certain Obligations. The Company may omit to
               --------------------------------------
comply with any term, provision or condition set forth in clauses (iii) and (iv)
of Section 5.01 and Sections 4.03 through 4.11 and clause (c) of Section 6.01
with respect to clauses (iii) and (iv) of Section 5.01, clause (d) of Section
6.01 with respect to Sections 4.01, 4.02 and 4.12 through 4.19
<PAGE>

                                      68

and clauses (e) and (f) of Section 6.01 shall be deemed not to be Events of
Default, in each case with respect to the outstanding Notes if:

        (i) with reference to this Section 8.03, the Company has irrevocably
     deposited or caused to be irrevocably deposited with the Trustee (or
     another trustee satisfying the requirements of Section 7.10) and conveyed
     all right, title and interest to the Trustee for the benefit of the
     Holders, under the terms of an irrevocable trust agreement in form and
     substance satisfactory to the Trustee as trust funds in trust, specifically
     pledged to the Trustee for the benefit of the Holders as security for
     payment of the principal of, premium, if any, and interest, if any, on the
     Notes, and dedicated solely to, the benefit of the Holders, in and to (A)
     money in an amount, (B) U.S. Government Obligations that, through the
     payment of interest, premium, if any, and principal in respect thereof in
     accordance with their terms, will provide, not later than one day before
     the due date of any payment referred to in this clause (i), money in an
     amount or (C) a combination thereof in an amount 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, without consideration of the reinvestment of such interest and
     after payment of all federal, state and local taxes or other charges and
     assessments in respect thereof payable by the Trustee, the principal of,
     premium, if any, and interest on the outstanding Notes on the Stated
     Maturity of such principal or interest; provided that the Trustee shall
     have been irrevocably instructed to apply such money or the proceeds of
     such U.S. Government Obligations to the payment of such principal, premium,
     if any, and interest with respect to the Notes;

        (ii) the Company has delivered to the Trustee an Opinion of Counsel to
     the effect that (A) the creation of the defeasance trust does not violate
     the Investment Company Act of 1940, (B) after the passage of 123 days
     following the deposit (except, with respect to any trust funds for the
     account of any Holder who may be deemed to be an "insider" for purposes of
     the United States Bankruptcy Code, after one year following the deposit),
     the trust funds will not be subject to the effect of Section 547 of the
     United States Bankruptcy Code or Section 15 of the New York Debtor and
     Creditor Law in a case commenced by or against the Company under either
     such statute, and either (1) the trust funds will no longer remain the
     property of the Company (and therefore will not be subject to the effect of
     any applicable bankruptcy, insolvency, reorganization or similar laws
     affecting creditors' rights generally) or (2) if a court were to rule under
     any such law in any case or proceeding that the trust funds remained
     property of the Company, (x) assuming such trust funds remained in the
     possession of the Trustee prior to such court ruling to the extent not paid
     to the Holders, the Trustee will hold, for the benefit of the Holders, a
     valid and perfected security interest in such trust funds that is not
     avoidable in bankruptcy or otherwise (except for the effect of Section
     552(b) of the United States Bankruptcy Code on interest on the trust funds
     accruing after the commencement of a case under such statute) and (y) the
     Holders will be entitled to receive adequate protection of their interests
     in such trust funds if such trust funds are used in such case or
     proceeding, (C) the Holders will not recognize income, gain or loss for
     federal income tax purposes as a result of such deposit and defeasance of
     certain covenants and Events of
<PAGE>

                                      69

     Default and will be subject to federal income tax on the same amount and in
     the same manner and at the same times as would have been the case if such
     deposit and defeasance had not occurred and (D) the Trustee, for the
     benefit of the Holders, has a valid first priority security interest in the
     trust funds;

          (iii)  immediately after giving effect to such deposit on a pro forma
     basis, no Default or Event of Default shall have occurred and be continuing
     on the date of such deposit or during the period ending on the 123rd day
     after such date of such deposit, and such deposit shall not result in a
     breach or violation of, or constitute a default under, this Indenture or
     any other agreement or instrument to which the Company or any of its
     Subsidiaries is a party or by which the Company or any of its Subsidiaries
     is bound;

          (iv) if the Notes are then listed on a national securities exchange,
     the Company has delivered to the Trustee an Opinion of Counsel to the
     effect that the Notes will not be delisted as a result of such deposit,
     defeasance and discharge; and

          (v) the Company has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel, in each case stating that all conditions
     precedent provided for herein relating to the defeasance contemplated by
     this Section 8.03 have been complied with.

               .4. Application of Trust Money. Subject to Section 8.06, the
               -------------------------------
Trustee or Paying Agent shall hold in trust money or U.S. Government Obligations
deposited with it pursuant to Section 8.01, 8.02 or 8.03, as the case may be,
and shall apply the deposited money and the money from U.S. Government
Obligations in accordance with the Notes and this Indenture to the payment of
principal of, premium, if any, and interest on the Notes; but such money need
not be segregated from other funds except to the extent required by law.

               .5. Repayment to Company. Subject to Sections 7.07, 8.01, 8.02
               -------------------------
and 8.03, the Trustee and the Paying Agent shall promptly pay to the Company
upon request set forth in an Officers' Certificate any excess money held by them
at any time and thereupon shall be relieved from all liability with respect to
such money. The Trustee and the Paying Agent shall pay to the Company upon
request any money held by them for the payment of principal, premium, if any, or
interest that remains unclaimed for two years; provided that the Trustee or
Paying Agent before being required to make any payment may cause to be published
at the expense of the Company once in a newspaper of general circulation in The
City of New York or mail to each Holder entitled to such money at such Holder's
address (as set forth in the Security Register) notice that such money remains
unclaimed and that after a date specified therein (which shall be at least 30
days from the date of such publication or mailing) any unclaimed balance of such
money then remaining will be repaid to the Company. After payment to the
Company, Holders entitled to such money must look to the Company for payment as
general creditors unless an applicable law designates another Person, and all
liability of the Trustee and such Paying Agent with respect to such money shall
cease.

               .6. Reinstatement. If the Trustee or Paying Agent is unable to
               ------------------
apply any money or U.S. Government Obligations in accordance with Section 8.01,
8.02 or 8.03, as the case may be, by reason of any legal proceeding or by reason
of any order or judgment of any court or
<PAGE>

                                      70

governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company's obligations under this Indenture and the Notes shall
be revived and reinstated as though no deposit had occurred pursuant to Section
8.01, 8.02 or 8.03, as the case may be, until such time as the Trustee or Paying
Agent is permitted to apply all such money or U.S. Government Obligations in
accordance with Section 8.01, 8.02 or 8.03, as the case may be; provided that,
if the Company has made any payment of principal of, premium, if any, or
interest on any Notes because of 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 or U.S. Government Obligations held by the
Trustee or Paying Agent.




                                 ARTICLE NINE
                      AMENDMENTS, SUPPLEMENTS AND WAIVERS

          .1. Without Consent of Holders. The Company, when authorized by a
          ------------------------------
resolution of its Board of Directors (as evidenced by a Board Resolution
delivered to the Trustee), and the Trustee may amend or supplement this
Indenture or the Notes without notice to or the consent of any Holder:


          (1)  to cure any ambiguity, defect or inconsistency in this Indenture;
     provided that such amendments or supplements shall not, in the good faith
     opinion of the Board of Directors as evidenced by a Board Resolution,
     adversely affect the interests of the Holders in any material respect;

          (2)  to comply with Article Five;

          (3)  to comply with any requirements of the Commission in connection
     with the qualification of this Indenture under the TIA;

          (4)  to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee;

          (5)  to provide for uncertificated Notes in addition to or in place of
     certificated Notes;

          (6)  to add one or more subsidiary guarantees on the terms required by
     this Indenture; or

          (7)  to make any change that, in the good faith opinion of the Board
     of Directors as evidenced by a Board Resolution, does not materially and
     adversely affect the rights of any Holder.

          .2. With Consent of Holders. Subject to Sections 6.04 and 6.07 and
          ---------------------------
without prior notice to the Holders, the Company, when authorized by its Board
of Directors (as evidenced by a Board Resolution delivered to the Trustee), and
the Trustee may amend this Indenture and the Notes with the written consent of
the Holders of a majority in aggregate principal amount of the Notes then
outstanding, and the Holders of a majority in aggregate
<PAGE>

                                      71

principal amount of the Notes then outstanding by written notice to the Trustee
may waive future compliance by the Company with any provision of this Indenture
or the Notes.


     Notwithstanding the provisions of this Section 9.02, without the consent of
each Holder affected, an amendment or waiver, including a waiver pursuant to
Section 6.04, may not:

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

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

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

          (iv)   impair the right to institute suit for the enforcement of any
     payment on or after the Stated Maturity (or, in the case of redemption, on
     or after the Redemption Date) of any Note;

          (v)    reduce the percentage or principal amount of outstanding Notes
     the consent of whose Holders is necessary to modify or amend this Indenture
     or to waive compliance with certain provisions of or certain Defaults under
     this Indenture;

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

          (vii)  modify any of the provisions of this Section 9.02, except to
     increase any such percentage or to provide that certain other provisions of
     this Indenture cannot be modified or waived without the consent of the
     Holder of each outstanding Note affected thereby.

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

     After an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Company shall mail to the Holders affected thereby a notice
briefly describing the amendment, supplement or waiver. The Company will mail
supplemental indentures to Holders upon request. Any failure of the Company to
mail such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such supplemental indenture or waiver.

          .3.    Revocation and Effect of Consent. Until an amendment or waiver
          ---------------------------------------
becomes effective, a consent to it by a Holder is a continuing consent by the
Holder and every subsequent Holder of a Note or portion of a Note that evidences
the same debt as the Note of the consenting Holder, even if notation of the
consent is not made on any Note. However, any such Holder or subsequent Holder
may revoke the consent as to its Note or portion of its Note. Such revocation
<PAGE>

                                      72

shall be effective only if the Trustee receives the notice of revocation before
the date the amendment, supplement or waiver becomes effective. An amendment,
supplement or waiver shall become effective on receipt by the Trustee of written
consents from the Holders of the requisite percentage in principal amount of the
outstanding Notes.


     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 amendment,
supplement or waiver. If a record date is fixed, then, notwithstanding the last
two sentences of the immediately preceding paragraph, 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 amendment, supplement 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.

     After an amendment, supplement or waiver becomes effective, it shall bind
every Holder unless it is of the type described in the second paragraph of
Section 9.02. In case of an amendment or waiver of the type described in the
second paragraph of Section 9.02, the amendment or waiver shall bind each Holder
who has consented to it and every subsequent Holder of a Note that evidences the
same indebtedness as the Note of the consenting Holder.

          .4.    Notation on or Exchange of Notes. If an amendment, supplement
          ---------------------------------------
or waiver changes the terms of a Note, the Trustee may require the Holder to
deliver such Note to the Trustee. At the Company's expense, the Trustee may
place an appropriate notation on the Note about the changed terms and return it
to the Holder and the Trustee may place an appropriate notation on any Note
thereafter authenticated. Alternatively, if the Company or the Trustee so
determines, the Company in exchange for the Note shall issue and the Trustee
shall authenticate a new Note that reflects the changed terms. Failure to make
the appropriate notation, or issue a new Note, shall not affect the validity and
effect of such amendment, supplement or waiver.

          .5.    Trustee to Sign Amendments, Etc. The Trustee shall be entitled
          --------------------------------------
to receive, and shall be fully protected in relying upon, an Opinion of Counsel
stating that the execution of any amendment, supplement or waiver authorized
pursuant to this Article Nine is authorized or permitted by this Indenture and
that it will be valid and binding upon the Company. Subject to the preceding
sentence, the Trustee shall sign such amendment, supplement or waiver if the
same does not adversely affect the rights, duties, liabilities or immunities of
the Trustee. The Trustee may, but shall not be obligated to, execute any such
amendment, supplement or waiver that affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

          .6.    Conformity with Trust Indenture Act. Every supplemental
          ------------------------------------------
indenture executed pursuant to this Article Nine shall conform to the
requirements of the TIA as then in effect.
<PAGE>

                                      73

                                  ARTICLE TEN
                            SUBORDINATION OF NOTES

          .1.    Notes Subordinated to Senior Indebtedness. The Company and the
          ------------------------------------------------
Trustee each covenants and agrees, and each Holder, by its acceptance of a Note,
likewise covenants and agrees that all Notes shall be issued subject to the
provisions of this Article Ten; and each Person holding any Note, whether upon
original issue or upon transfer, assignment or exchange thereof, accepts and
agrees that Subordinated Obligations shall, to the extent and in the manner set
forth in this Article Ten, be subordinated in right of payment to the prior
payment in full, in cash or cash equivalents, of all existing and future Senior
Indebtedness including, without limitation, the Company's obligations under the
Credit Facility and the indenture governing the Senior Notes (including any
interest accruing subsequent to an event specified in Sections 6.01(g) and
6.01(h) of this Indenture, whether or not such interest is an allowed claim
enforceable against the debtor under the United States Bankruptcy Code).


          .2.    No Payment on Notes in Certain Circumstances.
          ---------------------------------------------------

     (a) No direct or indirect payment by or on behalf of the Company of
Subordinated Obligations (other than with the money, securities or proceeds held
under any defeasance trust established in accordance with this Indenture),
whether pursuant to the terms of the Notes or upon acceleration or otherwise
shall be made if, at the time of such payment, there exists a default in the
payment of all or any portion of the obligations on any Senior Indebtedness of
the Company and such default shall not have been cured or waived or the benefits
of this sentence waived by or on behalf of the holders of such Senior
Indebtedness.

     (b) During the continuance of any event of default not referred to in
clause (a) above with respect to any Designated Senior Indebtedness pursuant to
which the maturity thereof may be accelerated, upon receipt by the Trustee of
written notice from the trustee or other representative for the holders of such
Designated Senior Indebtedness (or the holders of at least a majority in
principal amount of such Designated Senior Indebtedness then outstanding), no
payment of Subordinated Obligations (other than with the money, securities or
proceeds held under any defeasance trust established in accordance with this
Indenture) may be made by or on behalf of the Company upon or in respect of the
Notes for a period (a "Payment Blockage Period") commencing on the date of
                       -----------------------
receipt of such notice and ending 179 days thereafter (unless, in each case,
such Payment Blockage Period shall be terminated by written notice to the
Trustee from such trustee of, or other representatives for, such holders or by
payment in full in cash or cash equivalents of such Designated Senior
Indebtedness or such event of default has been cured or waived). Not more than
one Payment Blockage Period may be commenced with respect to the Notes during
any period of 360 consecutive days. Notwithstanding anything in this Indenture
to the contrary, there must be 180 consecutive days in any 360day period in
which no Payment Blockage Period is in effect. No event of default (other than
an event of default pursuant to the financial maintenance covenants under the
Credit Facility) that existed or was continuing (it being acknowledged that any
subsequent action that would give rise to an event of default pursuant to any
provision under which an event of default previously existed or was continuing
shall constitute a new event of default for this purpose) on the date of the
<PAGE>

                                      74

commencement of any Payment Blockage Period with respect to the Designated
Senior Indebtedness initiating such Payment Blockage Period shall be, or shall
be made, the basis for the commencement of a second Payment Blockage Period by
the representative for, or the holders of, such Designated Senior Indebtedness,
whether or not within a period of 360 consecutive days, unless such event of
default shall have been cured or waived for a period of not less than 90
consecutive days.

     (c) In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee or any Holder when such payment is prohibited by Section
10.02(a) or 10.02(b) of this Indenture, the Trustee shall promptly notify the
holders of Senior Indebtedness of such prohibited payment and such payment shall
be held in trust for the benefit of, and shall be paid over or delivered to, the
holders of Senior Indebtedness or their respective representatives, or to the
trustee or trustees under any indenture pursuant to which any of such Senior
Indebtedness may have been issued, as their respective interests may appear, but
only to the extent that, upon notice from the Trustee to the holders of Senior
Indebtedness that such prohibited payment has been made, the holders of the
Senior Indebtedness (or their representative or representatives of a trustee)
within 30 days of receipt of such notice from the Trustee notify the Trustee of
the amounts then due and owing on the Senior Indebtedness, if any, and only the
amounts specified in such notice to the Trustee shall be paid to the holders of
Senior Indebtedness and any excess above such amounts due and owing on Senior
Indebtedness shall be paid to the Company.

          .3.    Payment over Proceeds upon Dissolution, Etc.
          --------------------------------------------------

     (a) Upon any payment or distribution of assets or securities of the Company
of any kind or character, whether in cash, property or securities (other than
with the money, securities or proceeds held under any defeasance trust
established in accordance with this Indenture), in connection with any
dissolution or winding up or total or partial liquidation or reorganization of
the Company, whether voluntary or involuntary, or in bankruptcy, insolvency,
receivership or other proceedings or other marshalling of assets for the benefit
of creditors, all amounts due or to become due upon all Senior Indebtedness
(including any interest accruing subsequent to an event specified in Sections
6.01(g) and 6.01(h) of this Indenture, whether or not such interest is an
allowed claim enforceable against the debtor under the United States Bankruptcy
Code) shall first be paid in full, in cash or cash equivalents, before the
Holders or the Trustee on their behalf shall be entitled to receive any payment
by (or on behalf of) the Company on account of Subordinated Obligations, or any
payment to acquire any of the Notes for cash, property or securities, or any
distribution with respect to the Notes of any cash, property or securities.
Before any payment may be made by, or on behalf of, the Company on any
Subordinated Obligations (other than with the money, securities or proceeds held
under any defeasance trust established in accordance with this Indenture), in
connection with any such dissolution, winding up, liquidation or reorganization,
any payment or distribution of assets or securities for the Company of any kind
or character, whether in cash, property or securities, to which the Holders or
the Trustee on their behalf would be entitled, but for the provisions of this
Article Ten, shall be made by the Company or by any receiver, trustee in
bankruptcy, liquidating trustee, agent or other similar Person making such
payment or distribution or by the Holders or the Trustee if received by them or
it, directly to the holders of Senior Indebtedness (pro rata to such holders on
<PAGE>

                                      75

the basis of the respective amounts of Senior Indebtedness held by such holders)
or their representatives or to any trustee or trustees under any other indenture
pursuant to which any such Senior Indebtedness may have been issued, as their
respective interests appear, to the extent necessary to pay all such Senior
Indebtedness in full, in cash or cash equivalents after giving effect to any
concurrent payment, distribution or provision therefor to or for the holders of
such Senior Indebtedness.

     (b) To the extent any payment of Senior Indebtedness (whether by or on
behalf of the Company, as proceeds of security or enforcement of any right of
setoff or otherwise) is declared to be fraudulent or preferential, set aside or
required to be paid to any receiver, trustee in bankruptcy, liquidating trustee,
agent or other similar Person under any bankruptcy, insolvency, receivership,
fraudulent conveyance or similar law, then if such payment is recovered by, or
paid over to, such receiver, trustee in bankruptcy, liquidating trustee or other
similar Person, the Senior Indebtedness or part thereof originally intended to
be satisfied shall be deemed to be reinstated and outstanding as if such payment
had not occurred. To the extent the obligation to repay any Senior Indebtedness
is declared to be fraudulent, invalid, or otherwise set aside under any
bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then
the obligation so declared fraudulent, invalid or otherwise set aside (and all
other amounts that would come due with respect thereto had such obligation not
been so affected) shall be deemed to be reinstated and outstanding as Senior
Indebtedness for all purposes hereof as if such declaration, invalidity or
setting aside had not occurred.

     (c) In the event that, notwithstanding the foregoing provision prohibiting
such payment or distribution, any payment or distribution of assets or
securities of the Company of any kind or character, whether in cash, property or
securities, shall be received by the Trustee or any Holder at a time when such
payment or distribution is prohibited by Section 10.03(a) of this Indenture and
before all obligations in respect of Senior Indebtedness are paid in full, in
cash or cash equivalents, such payment or distribution shall be received and
held in trust for the benefit of, and shall be paid over or delivered to, the
holders of Senior Indebtedness (pro rata to such holders on the basis of such
respective amount of Senior Indebtedness held by such holders) or their
representatives, or to the trustee or trustees under any indenture pursuant to
which any such Senior Indebtedness may have been issued, as their respective
interests appear, for application to the payment of Senior Indebtedness
remaining unpaid until all such Senior Indebtedness has been paid in full, in
cash or cash equivalents, after giving effect to any concurrent payment,
distribution or provision therefor to or for the holders of such Senior
Indebtedness.

     (d) For purposes of this Section 10.03, the words "cash, property or
securities" shall not be deemed to include, so long as the effect of this clause
is not to cause the Notes to be treated in any case or proceeding or similar
event described in this Section 10.03 as part of the same class of claims as the
Senior Indebtedness or any class of claims pari passu with, or senior to, the
Senior Indebtedness for any payment or distribution, securities of the Company
or any other corporation provided for by a plan of reorganization or
readjustment that are subordinated, at least to the extent that the Notes are
subordinated, to the payment of all Senior Indebtedness then outstanding;
provided that (1) if a new corporation results from such reorganization or
readjustment, such corporation assumes the Senior Indebtedness and (2) the
rights of the holders
<PAGE>

                                      76

of the Senior Indebtedness are not, without the consent of such holders, altered
by such reorganization or readjustment. The consolidation of the Company with,
or the merger of the Company with or into, another corporation or the
liquidation or dissolution of the Company following the sale, conveyance,
transfer, lease or other disposition of all or substantially all of its property
and assets to another corporation upon the terms and conditions provided in
Article Five of this Indenture shall not be deemed a dissolution, winding up,
liquidation or reorganization for the purposes of this Section 10.03 if such
other corporation shall, as a part of such consolidation, merger, sale,
conveyance, transfer, lease or other disposition, comply (to the extent
required) with the conditions stated in Article Five of this Indenture.

          .4.    Subrogation. (a) Upon the payment in full of all Senior
          ------------------
Indebtedness in cash or cash equivalents, the Holders shall be subrogated to the
rights of the holders of Senior Indebtedness to receive payments or
distributions of cash, property or securities of the Company made on such Senior
Indebtedness until the principal of, premium, if any, and interest on the Notes
shall be paid in full; and, for the purposes of such subrogation, no payments or
distributions to the holders of the Senior Indebtedness of any cash, property or
securities to which the Holders or the Trustee on their behalf would be entitled
except for the provisions of this Article Ten, and no payment pursuant to the
provisions of this Article Ten to the holders of Senior Indebtedness by Holders
or the Trustee on their behalf shall, as between the Company, its creditors
other than holders of Senior Indebtedness, and the Holders, be deemed to be a
payment by the Company to or on account of the Senior Indebtedness. It is
understood that the provisions of this Article Ten are intended solely for the
purpose of defining the relative rights of the Holders, on the one hand, and the
holders of the Senior Indebtedness, on the other hand.


     (b)  If any payment or distribution to which the Holders would otherwise
have been entitled but for the provisions of this Article Ten shall have been
applied, pursuant to the provisions of this Article Ten, to the payment of all
amounts payable under Senior Indebtedness, then, and in such case, the Holders
shall be entitled to receive from the holders of such Senior Indebtedness any
payments or distributions received by such holders of Senior Indebtedness in
excess of the amount required to make payment in full, in cash or cash
equivalents, of such Senior Indebtedness of such holders.

          .5.    Obligations of Company Unconditional. (a) Nothing contained in
          -------------------------------------------
this Article Ten or elsewhere in this Indenture or in the Notes is intended to
or shall impair, as among the Company and the Holders, the obligation of the
Company, which is absolute and unconditional, to pay to the Holders the
principal of, premium, if any, and interest on the Notes as and when the same
shall become due and payable in accordance with their terms, or is intended to
or shall affect the relative rights of the Holders and creditors of the Company
other than the holders of the Senior Indebtedness, nor shall anything herein or
therein prevent the Holders or the Trustee on their behalf from exercising all
remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article Ten of the holders
of the Senior Indebtedness.


     (b)  Without limiting the generality of the foregoing, nothing contained in
this Article Ten will restrict the right of the Trustee or the Holders to take
any action to declare the Notes to
<PAGE>

                                      77

be due and payable prior to their Stated Maturity pursuant to Section 6.01 of
this Indenture or to pursue any rights or remedies hereunder; provided, however,
that all Senior Indebtedness then due and payable or thereafter declared to be
due and payable shall first be paid in full, in cash or cash equivalents, before
the Holders or the Trustee are entitled to receive any direct or indirect
payment from the Company of Subordinated Obligations.

          .6.    Notice to Trustee. (a) The Company shall give prompt written
          ------------------------
notice to the Trustee of any fact known to the Company that would prohibit the
making of any payment to or by the Trustee in respect of the Notes pursuant to
the provisions of this Article Ten. The Trustee shall not be charged with the
knowledge of the existence of any default or event of default with respect to
any Senior Indebtedness or of any other facts that would prohibit the making of
any payment to or by the Trustee unless and until the Trustee shall have
received notice in writing at its Corporate Trust Office to that effect signed
by an Officer of the Company, or by a holder of Senior Indebtedness or trustee
or agent thereof; and prior to the receipt of any such written notice, the
Trustee shall, subject to Article Seven, be entitled to assume that no such
facts exist; provided that, if the Trustee shall not have received the notice
provided for in this Section 10.06 at least two Business Days prior to the date
upon which, by the terms of this Indenture, any monies shall become payable for
any purpose (including, without limitation, the payment of the principal of,
premium, if any, or interest on any Note), then, notwithstanding anything herein
to the contrary, the Trustee shall have full power and authority to receive any
monies from the Company and to apply the same to the purpose for which they were
received, and shall not be affected by any notice to the contrary that may be
received by it on or after such prior date except for an acceleration of the
Notes prior to such application. Nothing contained in this Section 10.06 shall
limit the right of the holders of Senior Indebtedness to recover payments as
contemplated by this Article Ten. The foregoing shall not apply if the Paying
Agent is the Company. The Trustee shall be entitled to conclusively rely on the
delivery to it of a written notice by a Person representing himself or itself to
be a holder of any Senior Indebtedness (or a trustee on behalf of, or other
representative of, such holder) to establish that such notice has been given by
a holder of such Senior Indebtedness or a trustee or representative on behalf of
any such holder.


     (b)  In the event that the Trustee determines in good faith that any
evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article Ten, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article Ten and, if such evidence is not furnished to the
Trustee, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.

          .7.    Reliance on Judicial Order or Certificate of Liquidating Agent
          ---------------------------------------------------------------------
 . Upon any payment or distribution of assets or securities referred to in this
Article Ten, the Trustee and the Holders shall be entitled to conclusively rely
upon any order or decree made by any court of competent jurisdiction in which
bankruptcy, dissolution, winding up, liquidation or
<PAGE>

                                      78

reorganization proceedings are pending, or upon a certificate of the receiver,
trustee in bankruptcy, liquidating trustee, agent or other similar Person making
such payment or distribution, delivered to the Trustee or to the Holders for the
purpose of ascertaining the persons entitled to participate in such
distribution, the holders of the Senior Indebtedness and other Indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article
Ten.


          .8.    Trustee's Relation to Senior Indebtedness. (a) The Trustee and
          ------------------------------------------------
any Paying Agent shall be entitled to all the rights set forth in this Article
Ten with respect to any Senior Indebtedness that may at any time be held by it
in its individual or any other capacity to the same extent as any other holder
of Senior Indebtedness and nothing in this Indenture shall deprive the Trustee
or any Paying Agent of any of its rights as such holder.


     (b)  With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article Ten, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness (except as provided in
Sections 10.02(c) and 10.03(c) of this Indenture) and shall not be liable to any
such holders if the Trustee shall in good faith mistakenly pay over or
distribute to Holders of Notes or to the Company or to any other person cash,
property or securities to which any holders of Senior Indebtedness shall be
entitled by virtue of this Article Ten or otherwise. With respect to the holders
of Senior Indebtedness, the Trustee undertakes to perform or to observe only
such of its covenants or obligations as are specifically set forth in this
Article and no implied covenants or obligations with respect to holders of
Senior Indebtedness shall be read into this Indenture against the Trustee.

          .9.    Subordination Rights Not Impaired by Acts or Omissions of the
          --------------------------------------------------------------------
Company or Holders of Senior Indebtedness. No right of any present or future
-----------------------------------------
holders of any Senior Indebtedness to enforce subordination as provided in this
Article Ten will at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Company or by any act or failure to act, in
good faith, by any such holder, or by any noncompliance by the Company with the
terms of this Indenture, regardless of any knowledge thereof that any such
holder may have or otherwise be charged with. The provisions of this Article Ten
are intended to be for the benefit of, and shall be enforceable directly by, the
holders of Senior Indebtedness.


          .10.   Holders Authorize Trustee to Effectuate Subordination of Notes.
          ---------------------------------------------------------------------
 Each Holder by his acceptance of any Notes authorizes and expressly directs the
 Trustee on his behalf to take such action as may be necessary or appropriate to
 effectuate the subordination provided in this Article Ten, and appoints the
 Trustee his attorney-in-fact for such purposes, including, in the event of any
 dissolution, winding up, liquidation or reorganization of the Company (whether
 in bankruptcy, insolvency, receivership, reorganization or similar proceedings
 or upon an assignment for the benefit of creditors or otherwise) tending
 towards liquidation of the property and assets of the Company, the filing of a
 claim for the unpaid balance of its Notes in the form required in those
 proceedings. If the Trustee does not file a proper claim or proof in
<PAGE>

                                      79

indebtedness in the form required in such proceeding at least 30 days before the
expiration of the time to file such claim or claims, each holder of Senior
Indebtedness is hereby authorized to file an appropriate claim for and on behalf
of the Holders.


          .11.   Not to Prevent Events of Default. The failure to make a payment
          ---------------------------------------
on account of principal of, premium, if any, or interest on the Notes by reason
of any provision of this Article Ten will not be construed as preventing the
occurrence of an Event of Default.


          .12.   Trustee's Compensation Not Prejudiced. Nothing in this Article
          --------------------------------------------
Ten will apply to amounts due to the Trustee pursuant to other sections of this
Indenture, including Section 7.07.


          .13.   No Waiver of Subordination Provisions. Without in any way
          --------------------------------------------
limiting the generality of Section 10.09, the holders of Senior Indebtedness
may, at any time and from time to time, without the consent of or notice to the
Trustee or the Holders, without incurring responsibility to the Holders and
without impairing or releasing the subordination provided in this Article Ten or
the obligations hereunder of the Holders to the holders of Senior Indebtedness,
do any one or more of the following: (a) change the manner, place or terms of
payment or extend the time of payment of, or renew or alter, Senior Indebtedness
or any instrument evidencing the same or any agreement under which Senior
Indebtedness is outstanding or secured; (b) sell, exchange, release or otherwise
deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness; (c) release any Person liable in any manner for the collection of
Senior Indebtedness; and (d) exercise or refrain from exercising any rights
against the Company and any other Person.


          .14.   Payments May Be Paid Prior to Dissolution. Nothing contained in
          ------------------------------------------------
this Article Ten or elsewhere in this Indenture shall prevent (i) the Company,
except under the conditions described in Section 10.02 or 10.03, from making
payments of principal of, premium, if any, and interest on the Notes, or from
depositing with the Trustee any money for such payments, or (ii) the application
by the Trustee of any money deposited with it for the purpose of making such
payments of principal of, premium, if any, and interest on the Notes to the
holders entitled thereto unless, at least two Business Days prior to the date
upon which such payment becomes due and payable, the Trustee shall have received
the written notice provided for in Section 10.02(b) of this Indenture (or there
shall have been an acceleration of the Notes prior to such application) or in
Section 10.06 of this Indenture. The Company shall give prompt written notice to
the Trustee of any dissolution, winding up, liquidation or reorganization of the
Company.


          .15.   Consent of Holders of Senior Indebtedness Under the Credit
          -----------------------------------------------------------------
Facility and the Indenture Governing the Senior Notes . The provisions of this
-----------------------------------------------------
Article Ten (including the definitions contained in this Article and references
to this Article contained in this Indenture) shall not be amended in a manner
that would adversely affect the rights of the holders of Senior Indebtedness
under the Credit Facility and/or the indenture governing the Senior Notes, and
no such amendment shall become effective unless the applicable holders of Senior
Indebtedness shall have consented (in accordance with the provisions of the
applicable instrument) to such
<PAGE>

                                      80

amendment. The Trustee shall be entitled to receive and conclusively rely on an
Officers' Certificate stating that such consent has been given.


          .16.   Trust Moneys Not Subordinated. Notwithstanding anything
          ------------------------------------
contained herein to the contrary, payments from money or the proceeds of U.S.
Government Obligations held in trust under Article Eight by the Trustee for the
payment of principal of, premium, if any, and interest on the Notes shall not be
subordinated to the prior payment of any Senior Indebtedness (provided that, at
the time deposited, such deposit did not violate any then outstanding Senior
Indebtedness), and none of the Holders shall be obligated to pay over any such
amount to any holder of Senior Indebtedness.




                                ARTICLE ELEVEN
                                 MISCELLANEOUS

          .1.    Trust Indenture Act of 1939. Prior to the effectiveness of the
          ----------------------------------
Shelf Registration Statement, this Indenture shall incorporate and be governed
by the provisions of the TIA that are required to be part of and to govern
indentures qualified under the TIA. After the effectiveness of the Shelf
Registration Statement, this Indenture shall be subject to the provisions of the
TIA that are required to be a part of this Indenture and shall, to the extent
applicable, be governed by such provisions.


          .2.    Notices. Any notice or communication shall be sufficiently
          --------------
given if in writing and delivered in person, mailed by first-class mail or sent
by telecopier transmission addressed as follows:

     if to the Company:
     -----------------

     CFW Communications Company
     401 Spring Lane, Suite 300
     Waynesboro, Virginia  22980
     Telecopier No.:  (540) 9463599
     Attention:  Chief Financial Officer

     if to the Trustee:
     -----------------

     The Bank of New York
     101 Barclay Street
     Floor 21W
     New York, New York  10286
     Telecopier No.:  (212) 8155915
     Attention:  Corporate Trust Trustee Administration


<PAGE>

                                      81

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

     Any notice or communication mailed to a Holder shall be mailed to it at its
address as it appears on the Security Register by first-class mail and shall be
sufficiently given to him if so mailed within the time prescribed. Any notice or
communication shall also be so mailed to any Person described in TIA Section
313(c), to the extent required by the TIA. Copies of any such communication or
notice to a Holder shall also be mailed to the Trustee and each Agent at the
same time.

     Failure to mail a notice or communication to a Holder as provided herein or
any defect in any such notice or communication shall not affect its sufficiency
with respect to other Holders. Except for a notice to the Trustee, which is
deemed given only when received, and except as otherwise provided in this
Indenture, if a notice or communication is mailed in the manner provided in this
Section 11.02, it is duly given, whether or not the addressee receives it.

     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 give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.

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

          .3.    Certificate and Opinion as to Conditions Precedent. Upon any
          ---------------------------------------------------------
request or application by the Company to the Trustee to take any action under
this Indenture, the Company shall furnish to the Trustee:

          (i)    an Officers' Certificate stating that, in the opinion of the
     signers, all conditions precedent, if any, provided for in this Indenture
     relating to the proposed action have been complied with; and

          (ii)   an Opinion of Counsel stating that, in the opinion of such
     Counsel, all such conditions precedent have been complied with.

          .4.    Statements Required in Certificate or Opinion. Each certificate
          ----------------------------------------------------
or opinion with respect to compliance with a condition or covenant provided for
in this Indenture shall include:
<PAGE>

                                      82

          (i)    a statement that each person 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 statement or opinion contained in such
     certificate or opinion is based;

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

          (iv)   a statement as to whether or not, in the opinion of each such
     person, such condition or covenant has been complied with; provided,
     however, that, with respect to matters of fact, an Opinion of Counsel may
     rely on an Officers' Certificate or certificates of public officials.

          .5.    Rules by Trustee, Paying Agent or Registrar. The Trustee may
          --------------------------------------------------
make reasonable rules for action by or at a meeting of Holders. The Paying Agent
or Registrar may make reasonable rules for its functions.

          .6.    Payment Date Other Than a Business Day. If an Interest Payment
          ---------------------------------------------
Date, Redemption Date, Payment Date, Stated Maturity or date of maturity of any
Note shall not be a Business Day, then payment of principal of, premium, if any,
or interest on such Note, as the case may be, 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, Payment Date or Redemption Date, or at
the Stated Maturity or date of maturity of such Note; provided that no interest
shall accrue for the period from and after such Interest Payment Date, Payment
Date, Redemption Date, Stated Maturity or date of maturity, as the case may be.

          .7.    Governing Law. This Indenture and the Notes shall be governed
          --------------------
by the laws of the State of New York without regard to conflicts of law thereof.
The Trustee, the Company and the Holders agree to submit to the jurisdiction of
the courts of the State of New York in any action or proceeding arising out of
or relating to this Indenture or the Notes.


          .8.    No Adverse Interpretation of Other Agreements. This Indenture
          ----------------------------------------------------
may not be used to interpret another indenture, loan or debt agreement of the
Company or any Subsidiary of the Company. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.


          .9.    No Recourse Against Others. No recourse for the payment of the
          ---------------------------------
principal of, premium, if any, or interest on any of the Notes, or for any claim
based thereon or otherwise in respect thereof, and no recourse under or upon any
obligation, covenant or agreement of the Company contained in this Indenture or
in any of the Notes, or because of the creation of any Indebtedness represented
thereby, shall be had against any incorporator or against any past, present or
future partner, stockholder, other equity holder, officer, director, employee or
controlling person, as such, of the Company or of any successor Person, either
directly or
<PAGE>

                                      83

through the Company or any successor Person, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that all such liability is
hereby expressly waived and released as a condition of, and as a consideration
for, the execution of this Indenture and the issue of the Notes.


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


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


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


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

                                      84

                                  SIGNATURES

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

                                     CFW COMMUNICATIONS COMPANY

                                     By:________________________________________
                                        Name
                                        Title:

                                     THE BANK OF NEW YORK

                                     By:________________________________________

                                        Name
                                        Title:

<PAGE>

                                                                      EXHIBIT A
                                                                      ---------

                                [FACE OF NOTE]

                          CFW COMMUNICATIONS COMPANY

                       13.5% Subordinated Note due 2010

                                                   CUSIP:  124923AF0 $95,000,000

                                                             ISIN:  US124923AF05
No. 1

Issue Date:  July 26, 2000                 (compound without giving effect to
                                           the additional payments of interest
Yield to maturity for period from          in the event the user fails to
Issue Date to February 15, 2011:           commence the exchange offer or cause
13.5%, compounded semi-annually on         the registration statement to be
February 15 and August 15, commencing      declared effective, each as described
February 15, 2001                          on the reversed hereof)

     CFW COMMUNICATIONS COMPANY, a Virginia corporation (the "Company," which
term includes any successor under the Indenture hereinafter referred to), for
value received, promises to pay to CEDE & CO., or its registered assigns, the
principal sum of NINETYFIVE MILLION DOLLARS ($95,000,000) on February 15, 2011.

     Interest Payment Dates:  February 15 and August 15, commencing February 15,
2001.

     Regular Record Dates:  February 1 and August 1.

     Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
<PAGE>

                                      A-2

     IN WITNESS WHEREOF, the Company has caused this Note to be signed manually
or by facsimile by its duly authorized officers.


                                      CFW COMMUNICATIONS COMPANY

                                      By:_______________________________________

                                         Name:
                                         Title:

                                      By:_______________________________________

                                         Name:
                                         Title:

                      (Trustee's Certificate of Authentication)

This is one of the 13.5% Subordinated Notes due 2011 described in the within
mentioned Indenture.

Date:  July 26, 2000                  THE BANK OF NEW YORK
                                        as Trustee

                                      By:_______________________________________
                                         Authorized Signatory
<PAGE>

                                     A-3

                            [REVERSE SIDE OF NOTE]

                          CFW COMMUNICATIONS COMPANY

                       13.5% Subordinated Note due 2011


          1.   Principal and Interest.
              -----------------------

     The Company will pay the principal of this Note on February 15, 2011.

     The Company promises to pay interest on the principal amount of this Note
on each Interest Payment Date, as set forth below, at the rate per annum shown
above.

     Interest will be payable semiannually (to the holders of record of the
Notes at the close of business on the February 1 or August 1 immediately
preceding the Interest Payment Date) on each Interest Payment Date, commencing
February 15, 2001.

     If a shelf registration statement (the "Shelf Registration Statement")
under the Securities Act with respect to resales of the Notes is not declared
effective by the Commission, on or before 365 days after the Closing Date, in
accordance with the terms of the Registration Rights Agreement dated July 26,
2000 between the Company and LTSE Holdings Corporation, the annual interest rate
borne by the Notes shall be increased by 0.5% from the rate shown above, payable
in cash semiannually, in arrears, on each Interest Payment Date, the Shelf
Registration Statement is declared effective. The Holder of this Note is
entitled to the benefits of such Registration Rights Agreement.

     Interest on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from July 26, 2000;
provided that, if there is no existing default in the payment of interest and
this Note is authenticated between a Regular Record Date referred to on the face
hereof and the next succeeding Interest Payment Date, interest shall accrue from
such Interest Payment Date. Interest will be computed on the basis of a 360day
year comprised of twelve 30day months.

     The Company shall pay interest on overdue principal and premium, if any,
and interest on overdue installments of interest, to the extent lawful, at a
rate per annum that is 2% in excess of the rate otherwise payable.

          2.   Method of Payment.
               -----------------

     The Company will pay interest (except defaulted interest) on the principal
amount of the Notes as provided above on each February 15 and August 15,
commencing February 15, 2001 to the persons who are Holders (as reflected in the
Security Register at the close of business on the February 1 or August 1
immediately preceding the Interest Payment Date), in each case, even if
<PAGE>

                                      A-4

the Note is cancelled on registration of transfer or registration of exchange
after such record date; provided that, with respect to the payment of principal,
the Company will make payment to the Holder that surrenders this Note to a
Paying Agent on or after February 15, 2011.

     The Company will pay principal, premium, if any, and as provided above,
interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts. However, the Company may pay
principal, premium, if any, and interest by its check payable in such money. It
may mail an interest check to a Holder's registered address (as reflected in the
Security Register). If a payment date is a date other than a Business Day at a
place of payment, payment may be made at that place on the next succeeding day
that is a Business Day and no interest shall accrue for the intervening period.

          3.   Paying Agent and Registrar.
               --------------------------

     Initially, the Trustee will act as authenticating agent, Paying Agent and
Registrar. The Company may change any authenticating agent, Paying Agent or
Registrar without notice. The Company, any Subsidiary or any Affiliate of any of
them may act as Paying Agent, Registrar or co-Registrar.

          4.   Indenture; Limitations.
               ----------------------

     The Company issued the Notes under an Indenture dated as of July 26, 2000
(the "Indenture"), between the Company and The Bank of New York, trustee (the
"Trustee"). Capitalized terms herein are used as defined in the Indenture unless
otherwise indicated. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act. The Notes are subject to all such terms, and Holders are referred
to the Indenture and the Trust Indenture Act for a statement of all such terms.
To the extent permitted by applicable law, in the event of any inconsistency
between the terms of this Note and the terms of the Indenture, the terms of the
Indenture shall control.

     The Notes are general unsecured obligations of the Company.

     The Company may, subject to Article Four of the Indenture and applicable
law, issue additional Notes under the Indenture.

          5.   Optional Redemption.
               -------------------

     The Notes are redeemable, at the Company's option, in whole or in part, at
any time or from time to time, on or after August 15, 2005 and prior to
maturity, upon not less than 30 nor more than 60 days' prior notice mailed by
first class mail to each Holder's last address, as it appears in the Security
Register, at the following Redemption Prices (expressed in percentages of
principal amount), plus accrued and unpaid interest to the Redemption Date
(subject to the right of Holders of record on the relevant Regular Record Date
that is prior to the Redemption Date to
<PAGE>

                                      A-5

receive interest due on an Interest Payment Date), if redeemed during the
12month period commencing August 15 of the years set forth below:


                    Year              Redemption Price
                    ----              ----------------
          2005....................        106.75%
          2006....................        104.50
          2007....................        102.25
          2008 and thereafter.....        100.00

     At any time prior to August 15, 2003, the Company may redeem up to 35% of
the aggregate principal amount of the Notes with the proceeds of one or more
Public Equity Offerings, at any time as a whole or from time to time in part, at
a Redemption Price (expressed as a percentage of principal amount of 113.5%,
plus accrued and unpaid interest to the Redemption Date (subject to the rights
of Holders of record on the relevant Regular Record Date that is prior to the
Redemption Date to receive interest due on an Interest Payment Date); provided
that (i) at least 65% of the aggregate principal amount of Notes originally
issued on the Closing Date remains outstanding after each such redemption and
(ii) notice of such redemption shall be mailed within 60 days of the related
Public Equity Offering.

     Notes in original denominations larger than $1,000 may be redeemed in part.
On and after the Redemption Date, interest ceases to accrue on Notes or portions
of Notes called for redemption, unless the Company defaults in the payment of
the Redemption Price.

          1.   Repurchase upon Change of Control.
               ---------------------------------

     Upon the occurrence of any Change of Control, each Holder shall have the
right to require the repurchase of its Notes by the Company in cash pursuant to
the offer described in the Indenture at a purchase price equal to 101% of the
principal amount thereof plus accrued and unpaid interest, if any, to the date
of purchase (the "Payment Date").

     A notice of such Change of Control will be mailed within 30 days after any
Change of Control occurs to each Holder at its last address as it appears in the
Security Register. Notes in original denominations larger than $1,000 may be
sold to the Company in part. On and after the Payment Date, interest ceases to
accrue on Notes or portions of Notes surrendered for purchase by the Company,
unless the Company defaults in the payment of the purchase price.

          2.   Denominations; Transfer; Exchange.

     The Notes are in registered form without coupons in denominations of $1,000
of principal amount and multiples of $1,000 in excess thereof. A Holder may
register the transfer or exchange of Notes in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any
<PAGE>

                                      A-6

taxes and fees required by law or permitted by the Indenture. The Registrar need
not register the transfer or exchange of any Notes selected for redemption.
Also, it need not register the transfer or exchange of any Notes for a period of
15 days before the day of mailing of a notice of redemption of Notes selected
for redemption.

          3.   Persons Deemed Owners.
               ---------------------

     A Holder shall be treated as the owner of a Note for all purposes.

          4.   Unclaimed Money.
               ---------------

     If money for the payment of principal, premium, if any, or interest remains
unclaimed for two years, the Trustee and the Paying Agent will pay the money
back to the Company at its request. After that, Holders entitled to the money
must look to the Company for payment, unless an abandoned property law
designates another Person, and all liability of the Trustee and such Paying
Agent with respect to such money shall cease.

          5.   Discharge Prior to Redemption or Maturity.
               -----------------------------------------

     If the Company deposits with the Trustee money or U.S. Government
Obligations sufficient to pay the then outstanding principal of, premium, if
any, and accrued interest on the Notes (a) to redemption or maturity, the
Company will be discharged from the Indenture and the Notes, except in certain
circumstances for certain provisions thereof, and (b) to the Stated Maturity,
the Company will be discharged from certain covenants set forth in the
Indenture.

          6.   Amendment; Supplement; Waiver.
               -----------------------------

     Subject to certain exceptions, the Indenture or the Notes may be amended or
supplemented with the consent of the Holders of at least a majority in principal
amount of the Notes then outstanding, and any existing default or compliance
with any provision may be waived with the consent of the Holders of at least a
majority in principal amount of the Notes then outstanding. Without notice to or
the consent of any Holder, the parties thereto may amend or supplement the
Indenture or the Notes to, among other things, cure any ambiguity, defect or
inconsistency and make any change that does not materially and adversely affect
the rights of any Holder.

          7.   Restrictive Covenants.
               ---------------------

     The Indenture imposes certain limitations on the ability of the Company and
its Restricted Subsidiaries, among other things, to Incur additional
Indebtedness, make Restricted Payments, suffer to exist restrictions on the
ability of Restricted Subsidiaries to make certain payments to the Company,
issue Capital Stock of Restricted Subsidiaries, Guarantee Indebtedness of the
Company, engage in transactions with Affiliates, suffer to exist or incur
<PAGE>

                                      A-7

Liens, enter into sale-leaseback transactions, use the proceeds from Asset
Sales, or merge, consolidate or transfer substantially all of its assets. Within
45 days after the end of each fiscal quarter (90 days after the end of the last
fiscal quarter of each year), the Company shall deliver to the Trustee an
Officers' Certificate stating whether or not the signers thereof know of any
Default or Event of Default under such restrictive covenants.

          8.   Successor Persons.
               -----------------

     When a successor person or other entity assumes all the obligations of its
predecessor under the Notes and the Indenture, the predecessor person will be
released from those obligations.

          9.   Defaults and Remedies.
               ---------------------

     Any of the following events constitutes an "Event of Default" under the
Indenture:

          (a) default in the payment of principal of (or premium, if any, on)
     any Note when the same becomes due and payable at maturity, upon
     acceleration, redemption or otherwise;

          (b) default in the payment of interest on any Notes when the same
     becomes due and payable, and such default continues for a period of 30
     days; provided that a failure to make any of the first four scheduled
     interest payments on the Notes in a timely manner will constitute an Event
     of Default with no grace or cure period;

          (c) default in the performance or breach of the provisions of the
     Indenture applicable to mergers, consolidations and transfers of all or
     substantially all of the assets of the Company or the failure to make or
     consummate an Offer to Purchase in accordance with the Section 4.11 or
     Section 4.12 or the Indenture;

          (d) the Company defaults in the performance of or breaches any other
     covenant or agreement of the Company in the Indenture or under the Notes
     (other than a default specified in clause (a), (b) or (c) above) and such
     default or breach continues for a period of 30 consecutive days after
     written notice by the Trustee or the Holders of 25% or more in aggregate
     principal amount of the Notes;

          (e) there occurs with respect to any issue or issues of Indebtedness
     of the Company or any Significant Subsidiary having an outstanding
     principal amount of $10.0 million or more in the aggregate for all such
     issues of all such Persons, whether such Indebtedness now exists or shall
     hereafter be created, (I) an event of default that has caused the holder
     thereof to declare such Indebtedness to be due and payable prior to its
     Stated Maturity and such Indebtedness has not been discharged in full or
     such acceleration has not been rescinded or annulled within 30 days of such
     acceleration
<PAGE>

                                      A-8

     and/or (II) the failure to make a principal payment at the final (but not
     any interim) fixed maturity and such defaulted payment shall not have been
     made, waived or extended within 30 days of such payment default;

          (f)  any final judgment or order (not covered by insurance) for the
     payment of money in excess of $10.0 million in the aggregate for all such
     final judgments or orders against all such Persons (treating any
     deductibles, selfinsurance or retention as not so covered) shall be
     rendered against the Company or any Significant Subsidiary and shall not be
     paid or discharged, and there shall be any period of 30 consecutive days
     following entry of the final judgment or order that causes the aggregate
     amount for all such final judgments or orders outstanding and not paid or
     discharged against all such Persons to exceed $10.0 million during which a
     stay of enforcement of such final judgment or order, by reason of a pending
     appeal or otherwise, shall not be in effect;

          (g)  a court having jurisdiction in the premises enters a decree or
     order for (A) relief in respect of the Company or any Significant
     Subsidiary in an involuntary case under any applicable bankruptcy,
     insolvency or other similar law now or hereafter in effect, (B) appointment
     of a receiver, liquidator, assignee, custodian, trustee, sequestrator or
     similar official of the Company or any Significant Subsidiary or for all or
     substantially all of the property and assets of the Company or any
     Significant Subsidiary or (C) the winding up or liquidation of the affairs
     of the Company or any Significant Subsidiary and, in each case, such decree
     or order shall remain unstayed and in effect for a period of 30 consecutive
     days; or

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

     If an Event of Default, as defined in the Indenture, occurs and is
continuing, the Trustee may, and at the direction of the Holders of at least 25%
in aggregate principal amount of the Notes then outstanding shall, declare all
the Notes to be due and payable.  If a bankruptcy or insolvency default with
respect to the Company occurs and is continuing, the Notes automatically become
due and payable.  Holders may not enforce the Indenture or the Notes except as
provided in the Indenture.  The Trustee may require indemnity satisfactory to it
before it enforces the Indenture or the Notes.  Subject to certain limitations,
Holders of at least a majority in principal amount of the Notes then outstanding
may direct the Trustee in its exercise of any trust or power.
<PAGE>

                                      A-9

          10.  Subordination.
               -------------

     The Notes are subordinated to all Senior Indebtedness of the Company as set
forth in the Indenture.

          11.  Trustee Dealings with the Company.
               ---------------------------------

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

          12.  No Recourse Against Others.
               --------------------------

     No incorporator or any past, present or future partner, stockholder, other
equityholder, officer, director, employee or controlling person, as such, of the
Company or of any successor Person shall have any liability for any obligations
of the Company under the Notes or the Indenture or for any claim based on, in
respect of or by reason of, such obligations or their creation.  Each Holder by
accepting a Note waives and releases all such liability.  The waiver and release
are part of the consideration for the issuance of the Notes.

          13.  Authentication.
               --------------

     This Note shall not be valid until the Trustee or authenticating agent
signs the certificate of authentication on the other side of this Note.

          14.  Abbreviations.
               -------------

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

                                     A-10

     The Company will furnish a copy of the Indenture to any Holder upon written
request and without charge.  Requests may be made to CFW Communications Company,
401 Spring Lane, Suite 300, Waynesboro, Virginia 72980; Attention: Chief
Financial Officer.

15.  Governing Law.
     -------------

     This Note shall be governed by the laws of the State of New York without
regard to conflicts of law thereof.  The Trustee, the Company and the Holders
agree to submit to the jurisdiction of the courts of the State of New York in
any action or proceeding arising out of or relating to this Note.
<PAGE>

                                     A-11

                           [FORM OF TRANSFER NOTICE]

     FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto

Insert Taxpayer Identification No.
---------------------------------

_______________________________________________


Please print or typewrite name and address including zip code of assignee

_______________________________________________

the within Note and all rights thereunder, hereby irrevocably constituting and
appointing  ____________________________________________________________
attorney to transfer said Note on the books of the Company with full power of
substitution in the premises.

                    [THE FOLLOWING PROVISION TO BE INCLUDED

               ON ALL NOTES OTHER THAN UNLEGENDED OFFSHORE GLOBAL
                 NOTES AND UNLEGENDED OFFSHORE PHYSICAL NOTES]

        In connection with any transfer of this Note occurring prior to the date
which is the earlier of (i) the date the Shelf Registration Statement is
declared effective or (ii) the end of the period referred to in Rule 144(k)
under the Securities Act, the undersigned confirms that without utilizing any
general solicitation or general advertising that:

                                  [Check One]
                                   ---------

[_] (a) this Note is being transferred in compliance with the exemption from
        registration under the Securities Act of 1933 provided by Rule 144A
        thereunder.
                                      or
                                      --

[_] (b) this Note is being transferred other than in accordance with (a) above
        and documents are being furnished which comply with the conditions of
        transfer set forth in this Note and the Indenture.
<PAGE>

                                     A-11

If none of the foregoing boxes is checked, the Trustee or other Registrar shall
not be obligated to register this Note in the name of any Person other than the
Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 2.08 of the Indenture shall have
been satisfied.

Date: ____________                           _________________________________
                                             NOTICE:  The signature to this
                                             assignment must correspond with the
                                             name as written upon the face of
                                             the withinmentioned instrument in
                                             every particular, without
                                             alteration or any change
                                             whatsoever.

TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.


     The undersigned represents and warrants that it is purchasing this 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 "qualified institutional buyer"
within the meaning of Rule 144A under the Securities Act of 1933 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 the undersigned 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 the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

Date: _________________                        ______________________________
                                               NOTICE:  To be executed by an
                                               executive officer

<PAGE>

                                     A-13

                       OPTION OF HOLDER TO ELECT PURCHASE

     If you wish to have this Note purchased by the Company pursuant to Section
4.11 or 4.12 of the Indenture, check the Box:  ?

     If you wish to have a portion of this Note purchased by the Company
pursuant to Section 4.11 or 4.12 of the Indenture, state the amount:
$___________________.

Date: ___________________

Your Signature: __________________________________________________________
                (Sign exactly as your name appears on the other side of this
                Note)

Signature Guarantee:  ______________________________
<PAGE>

                                                                       EXHIBIT B
                                                                       ---------

                              Form of Certificate
                              -------------------

                                                                 _________, ____

The Bank of New York
101 Barclay Street
Floor 21W
New York, New York  10286
Attention:  Corporate Trust Trustee Administration

                Re:  CFW Communications Company (the "Company")
                     13.5% Subordinated Notes due 2011 (the "Notes")
                     -----------------------------------------------

Dear Sirs:

     This letter relates to U.S. $_______________ principal amount of Notes
represented by a Note (the "Legended Note") which bears a legend outlining
restrictions upon transfer of such Legended Note.  Pursuant to Section 2.02 of
the Indenture dated as of July 26, 2000 (the "Indenture") relating to the Notes,
we hereby certify that we are (or we will hold such securities on behalf of) a
person outside the United States to whom the Notes could be transferred in
accordance with Rule 904 of Regulation S promulgated under the U.S. Securities
Act of 1933.  Accordingly, you are hereby requested to exchange the legended
certificate for an unlegended certificate representing an identical principal
amount of Notes, all in the manner provided for in the Indenture.

     You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.  Terms used in this certificate have the
meanings set forth in Regulation S.

                              Very truly yours,

                              [Name of Holder]

                              By: _______________________________
                                  Authorized Signature

<PAGE>

                                                                       EXHIBIT C
                                                                       ---------
                           Form of Certificate to Be
                          Delivered in Connection with
                   Transfers to NonQIB Accredited Investors
                   ----------------------------------------

                                                                 _________, ____

The Bank of New York
101 Barclay Street
Floor 21W
New York, New York  10286
Attention:  Corporate Trust Trustee Administration

                Re:  CFW Communications Company (the "Company")
                     13.5% Subordinated Notes due 2011 (the "Notes")

Dear Sirs:

     In connection with our proposed purchase of $__________________ aggregate
principal amount of the Notes, we confirm that:

     16.  We understand that any subsequent transfer of the Notes is subject to
certain restrictions and conditions set forth in the Indenture dated as of July
26, 2000 (the "Indenture") relating to the Notes and the undersigned agrees to
be bound by, and not to resell, pledge or otherwise transfer the Notes except in
compliance with such restrictions and conditions and the Securities Act of 1933,
amended (the "Securities Act").

     17.  We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes may not be offered or
sold except as permitted in the following sentence.  We agree, on our own behalf
and on behalf of any accounts for which we are acting as hereinafter stated,
that if we should sell any Notes within the time period referred to in Rule
144(k) of the Securities Act, we will do so only (A) to the Company or any
subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to
a "qualified institutional buyer" (as defined therein), (C)  to an institutional
"accredited investor" (as defined below) that, prior to such transfer, furnishes
(or has furnished on its behalf by a U.S. brokerdealer) to you and to the
Company a signed letter substantially in the form of this letter and, if such
transfer is in respect of an aggregate principal amount of less than $100,000,
an opinion of counsel acceptable to the Company that such transfer is in
compliance with the Securities Act, (D) outside the United States in accordance
with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the
exemption from registration provided by Rule 144 under the Securities Act (if
available) or (F) pursuant to an effective registration statement under the
Securities Act,
<PAGE>

                                      C-2

and we further agree to provide to any person purchasing any of the Notes from
us a notice advising such purchaser that resales of the Notes are restricted as
stated herein.

     18.  We understand that, on any proposed resale of any Notes, we will be
required to furnish to you and the Company such certifications, legal opinions
and other information as you and the Company may reasonably require to confirm
that the proposed sale complies with the foregoing restrictions.  We further
understand that the Notes purchased by us will bear a legend to the foregoing
effect.

     19.  We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

     20.  We are acquiring the Notes purchased by us for our own account or for
one or more accounts (each of which is an institutional "accredited investor")
as to each of which we exercise sole investment discretion.

     You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

                              Very truly yours,

                              [Name of Transferee]

                              By: ________________________
                                  Authorized Signature

<PAGE>

                                                                       EXHIBIT D
                                                                       ---------
                     Form of Certificate to Be Delivered in
               Connection with Transfers Pursuant to Regulation S
               --------------------------------------------------

                                                                 _________, ____

The Bank of New York
101 Barclay Street
Floor 21W
New York, New York  10286
Attention:  Corporate Trust Trustee Administration

                Re:  CFW Communications Company (the "Company")
                     13.5% Subordinated Notes due 2011 (the "Notes")

Dear Sirs:

     In connection with our proposed sale of U.S.$__________________ aggregate
principal amount of the Notes, we confirm that such sale has been effected
pursuant to and in accordance with Regulation S under the Securities Act of 1933
and, accordingly, we represent that:

     (1)  the offer of the Notes was not made to a person in the United States;

     (2)  at the time the buy order was originated, the transferee was outside
the United States or we and any person acting on our behalf reasonably believed
that the transferee was outside the United States;

     (3)  no directed selling efforts have been made by us in the United States
in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation
S, as applicable; and

     (4)  the transaction is not part of a plan or scheme to evade the
registration requirements of the U.S. Securities Act of 1933.

     You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.  Terms used in this certificate have the
meanings set forth in Regulation S.

                              Very truly yours,

                              [Name of Transferor]

                              By: _______________________
                                  Authorized Signature