<PAGE>

                                                                     EXHIBIT 4.1

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

                    VALOR TELECOMMUNICATIONS ENTERPRISES, LLC

               VALOR TELECOMMUNICATIONS ENTERPRISES FINANCE CORP.

                          7-3/4% SENIOR NOTES DUE 2015

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

                                    INDENTURE

                          DATED AS OF FEBRUARY 14, 2005

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

                              THE BANK OF NEW YORK

                                     TRUSTEE

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

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

<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
TRUST INDENTURE
  ACT SECTION                           INDENTURE SECTION
---------------                         -----------------
<S>                                     <C>
310(a)(1).......................               7.10
   (a)(2).......................               7.10
   (a)(3).......................               N.A.
   (a)(4).......................               N.A.
   (a)(5).......................               7.10
   (b)..........................               7.10
   (c)..........................               N.A.
311(a)..........................               7.11
   (b)..........................               7.11
   (c)..........................               N.A.
312(a)..........................               2.06
   (b)..........................               12.03
   (c)..........................               12.03
313(a)..........................               7.06
   (b)(1).......................               N.A.
   (b)(2).......................            7.06, 7.07
   (c)..........................            7.06, 12.02
   (d)..........................               7.06
314(a)(4).......................               12.05
   (b)..........................               N.A.
   (c)(1).......................               N.A.
   (c)(2).......................               N.A.
   (c)(3).......................               N.A.
   (d)..........................               N.A.
   (e)..........................               12.05
   (f)..........................               N.A.
315(a)..........................               N.A.
   (b)..........................               N.A.
   (c)..........................               N.A.
   (d)..........................               N.A.
   (e)..........................               N.A.
316(a) (last sentence)..........               N.A.
   (a)(1)(A)....................               N.A.
   (a)(1)(B)....................               6.04
   (a)(2).......................               N.A.
   (b)..........................               N.A.
</TABLE>

------------------------
*  N.A. means not applicable.
   This Cross-Reference Table is not part of this Indenture

<PAGE>

<TABLE>
<CAPTION>
TRUST INDENTURE
  ACT SECTION                           INDENTURE SECTION
---------------                         -----------------
<S>                                     <C>
   (c)..........................               12.14
317(a)(1).......................               N.A.
   (a)(2).......................               N.A.
   (b)..........................               N.A.
318(a)..........................               N.A.
   (b)..........................               N.A.
   (c)..........................               12.01
</TABLE>

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                       Page
                                                                       ----
<S>                                                                    <C>
                                   ARTICLE ONE
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01. Definitions...........................................     1
Section 1.02. Other Definitions.....................................    26
Section 1.03. Incorporation by Reference of Trust Indenture Act.....    27
Section 1.04. Rules of Construction.................................    27

                                   ARTICLE TWO
                                    THE NOTES

Section 2.01. Form and Dating.......................................    28
Section 2.02. Execution and Authentication..........................    29
Section 2.03. Methods of Receiving Payments on the Notes............    29
Section 2.04. Registrar and Paying Agent............................    30
Section 2.05. Paying Agent to Hold Money in Trust...................    30
Section 2.06. Holder Lists..........................................    30
Section 2.07. Transfer and Exchange.................................    31
Section 2.08. Replacement Notes.....................................    43
Section 2.09. Outstanding Notes.....................................    43
Section 2.10. Treasury Notes........................................    44
Section 2.11. Temporary Notes.......................................    44
Section 2.12. Cancellation..........................................    44
Section 2.13. Defaulted Interest....................................    45
Section 2.14. CUSIP Numbers.........................................    45

                                  ARTICLE THREE
                            REDEMPTION AND OFFERS TO
                                    PURCHASE

Section 3.01. Notices to Trustee....................................    45
Section 3.02. Selection of Notes to Be Redeemed.....................    45
Section 3.03. Notice of Redemption..................................    46
Section 3.04. Effect of Notice of Redemption........................    47
Section 3.05. Deposit of Redemption Price...........................    47
Section 3.06. Notes Redeemed in Part................................    47
Section 3.07. Optional Redemption...................................    47
Section 3.08. Repurchase Offers.....................................    48
Section 3.09. No Sinking Fund.......................................    50
</TABLE>

                                        i
<PAGE>

<TABLE>
<S>                                                                     <C>
                                  ARTICLE FOUR
                                    COVENANTS

Section 4.01. Payment of Notes......................................    50
Section 4.02. Maintenance of Office or Agency.......................    51
Section 4.03. Reports...............................................    51
Section 4.04. Compliance Certificate................................    52
Section 4.05. Taxes.................................................    53
Section 4.06. Stay, Extension and Usury Laws........................    53
Section 4.07. Restricted Payments...................................    53
Section 4.08. Dividend and Other Payment Restrictions Affecting
              Restricted Subsidiaries...............................    57
Section 4.09. Incurrence of Indebtedness............................    58
Section 4.10. Asset Sales...........................................    61
Section 4.11. Transactions with Affiliates..........................    63
Section 4.12. Liens.................................................    65
Section 4.13. Business Activities...................................    65
Section 4.14. Offer to Repurchase upon a Change of Control..........    65
Section 4.15. [INTENTIONALLY LEFT BLANK]............................    66
Section 4.16. Designation of Restricted and Unrestricted
              Subsidiaries..........................................    66
Section 4.17. Payments for Consent..................................    68
Section 4.18. Guarantees............................................    68
Section 4.19. Sale and Leaseback Transactions.......................    68
Section 4.20. Limitation on Issuances and Sales of Equity
              Interests of the Company..............................    69
Section 4.21. Restrictions on Activities of Finance Corp............    69

                                  ARTICLE FIVE
                                   SUCCESSORS

Section 5.01. Merger, Consolidation or Sale of Assets...............    69
Section 5.02. Successor Corporation Substituted.....................    71

                                   ARTICLE SIX
                              DEFAULTS AND REMEDIES

Section 6.01. Events of Default.....................................    71
Section 6.02. Acceleration..........................................    73
Section 6.03. Other Remedies........................................    74
Section 6.04. Waiver of Past Defaults...............................    74
Section 6.05. Control by Majority...................................    75
Section 6.06. Limitation on Suits...................................    75
Section 6.07. Rights of Holders of Notes to Receive Payment.........    75
Section 6.08. Collection Suit by Trustee............................    75
Section 6.09. Trustee May File Proofs of Claim......................    76
Section 6.10. Priorities............................................    76
Section 6.11. Undertaking for Costs.................................    77
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                     <C>
                                  ARTICLE SEVEN
                                     TRUSTEE

Section 7.01. Duties of Trustee.....................................    77
Section 7.02. Certain Rights of Trustee.............................    78
Section 7.03. Individual Rights of Trustee..........................    79
Section 7.04. Trustee's Disclaimer..................................    79
Section 7.05. Notice of Defaults....................................    80
Section 7.06. Reports by Trustee to Holders of the Notes............    80
Section 7.07. Compensation and Indemnity............................    80
Section 7.08. Replacement of Trustee................................    81
Section 7.09. Successor Trustee by Merger, Etc......................    82
Section 7.10. Eligibility; Disqualification.........................    82
Section 7.11. Preferential Collection of Claims Against Issuers.....    82

                                  ARTICLE EIGHT
                       DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01. Option to Effect Legal Defeasance or Covenant
              Defeasance............................................    83
Section 8.02. Legal Defeasance and Discharge........................    83
Section 8.03. Covenant Defeasance...................................    83
Section 8.04. Conditions to Legal or Covenant Defeasance............    84
Section 8.05. Deposited Money and Government Securities to Be
              Held in Trust; Other Miscellaneous Provisions.........    85
Section 8.06. Repayment to the Issuers..............................    86
Section 8.07. Reinstatement.........................................    86

                                  ARTICLE NINE
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01. Without Consent of Holders of Notes...................    86
Section 9.02. With Consent of Holders of Notes......................    87
Section 9.03. Compliance with Trust Indenture Act...................    89
Section 9.04. Revocation and Effect of Consents.....................    89
Section 9.05. Notation on or Exchange of Notes......................    90
Section 9.06. Trustee to Sign Amendments, Etc.......................    90

                                   ARTICLE TEN
                                 NOTE GUARANTEES

Section 10.01. Guarantee............................................    90
Section 10.02. Limitation on Guarantor Liability....................    91
Section 10.03. Execution and Delivery of Note Guarantee.............    92
Section 10.04. Guarantors May Consolidate, Etc., on Certain Terms...    92
Section 10.05. Release of Guarantor.................................    93
</TABLE>

                                       iii
<PAGE>

<TABLE>
<S>                                                                     <C>
                                 ARTICLE ELEVEN
                           SATISFACTION AND DISCHARGE

Section 11.01. Satisfaction and Discharge...........................    93
Section 11.02. Deposited Money and Government Securities to Be
               Held in Trust; Other Miscellaneous Provisions........    94
Section 11.03. Repayment to the Issuers.............................    95

                                 ARTICLE TWELVE
                                  MISCELLANEOUS

Section 12.01. Trust Indenture Act Controls.........................    95
Section 12.02. Notices..............................................    95
Section 12.03. Communication by Holders of Notes with Other
               Holders of Notes.....................................    97
Section 12.04. Certificate and Opinion as to Conditions Precedent...    97
Section 12.05. Statements Required in Certificate or Opinion........    97
Section 12.06. Rules by Trustee and Agents..........................    98
Section 12.07. No Personal Liability of Directors, Officers,
               Employees and Stockholders...........................    98
Section 12.08. Governing Law........................................    98
Section 12.09. Consent to Jurisdiction..............................    98
Section 12.10. No Adverse Interpretation of Other Agreements........    98
Section 12.11. Successors...........................................    98
Section 12.12. Severability.........................................    99
Section 12.13. Counterpart Originals................................    99
Section 12.14. Acts of Holders......................................    99
Section 12.15. Benefit of Indenture.................................   100
Section 12.16. Table of Contents, Headings, Etc.....................   100

                                    EXHIBITS

Exhibit A      FORM OF NOTE

Exhibit B      FORM OF CERTIFICATE OF TRANSFER

Exhibit C      FORM OF CERTIFICATE OF EXCHANGE

Exhibit D      FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL
               ACCREDITED INVESTOR

Exhibit E      FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY
               SUBSEQUENT GUARANTORS
</TABLE>

                                       iv
<PAGE>

            INDENTURE dated as of February 14, 2005 among Valor
Telecommunications Enterprises, LLC, a Delaware limited liability company, Valor
Telecommunications Enterprises Finance Corp., a Delaware corporation, the
initial Guarantors (as defined below) listed on the signature pages hereto and
The Bank of New York, a New York banking corporation, as Trustee.

            The Issuers have duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of their 7-3/4% Senior
Notes due 2015 to be issued in one or more series as provided in this Indenture.
The initial Guarantors have duly authorized the execution and delivery of this
Indenture to provide for a guarantee of the Notes and of certain of the Issuers'
obligations hereunder. All things necessary to make this Indenture a valid
agreement of the Issuers and the initial Guarantors, in accordance with its
terms, have been done.

            The Issuers (as defined below), the Guarantors and the Trustee (as
defined below) agree as follows for the benefit of each other and for the equal
and ratable benefit of the Holders (as defined below) of the Issuers' 7-3/4%
Senior Notes due 2015:

                                   ARTICLE ONE
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01. Definitions.

            "144A GLOBAL NOTE" means a global note substantially in the form of
Exhibit A bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of, and registered in the name of, the Depositary or
its nominee, that shall be issued in a denomination equal to the outstanding
principal amount at maturity of the Notes sold in reliance on Rule 144A.

            "ADDITIONAL INTEREST" means all additional interest owing on the
Notes pursuant to the Registration Rights Agreement.

            "ADDITIONAL NOTES" means an unlimited maximum aggregate principal
amount of Notes (other than the Notes issued on the date hereof) issued under
this Indenture in accordance with Sections 2.02 and 4.09.

            "AFFILIATE" of any specified Person means any other Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise. For purposes of this definition, the terms
"controlling," "controlled by" and "under common control with" shall have
correlative meanings.

            "AGENT" means any Registrar or Paying Agent.

            "APPLICABLE PREMIUM" means, with respect to a Note at any date of
redemption, the greater of (i) 1.0% of the principal amount of such Note and
(ii) the excess of (A) the present value at such date of redemption of (1) the
redemption price of such Note at February 15, 2010

                                       1
<PAGE>

(such redemption price being determined pursuant to Section 3.07(a)) plus (2)
all remaining required interest payments due on such Note through February 15,
2010 (excluding accrued but unpaid interest to the date of redemption), computed
using a discount rate equal to the Treasury Rate plus 50 basis points, over (B)
the principal amount of such Note.

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

            "ASSET SALE" means:

      (1)   the sale, lease, conveyance or other disposition of any assets,
            other than a transaction governed by Section 4.14 and/or Section
            5.01; and

      (2)   the issuance of Equity Interests by any of the Parent's Restricted
            Subsidiaries or the sale by the Parent or any Restricted Subsidiary
            thereof of Equity Interests in any of its Subsidiaries (other than
            directors' qualifying shares and shares issued to foreign nationals
            to the extent required by applicable law).

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

      (1)   any single transaction or series of related transactions that
            involves assets or Equity Interests having a Fair Market Value of
            less than $2.5 million;

      (2)   a transfer of assets or Equity Interests between or among the Parent
            and its Restricted Subsidiaries;

      (3)   an issuance of Equity Interests by a Restricted Subsidiary of the
            Parent to the Parent or to another Restricted Subsidiary thereof;

      (4)   the sale or lease of equipment, inventory, accounts receivable or
            other assets in the ordinary course of business;

      (5)   the sale or other disposition of Cash Equivalents;

      (6)   dispositions of accounts receivable in connection with the
            compromise, settlement or collection thereof in the ordinary course
            of business or in bankruptcy or similar proceedings;

      (7)   a Restricted Payment that is permitted by Section 4.07;

      (8)   any sale or disposition of any property or equipment that has become
            damaged, worn out or obsolete;

      (9)   the creation of a Lien not prohibited by this Indenture;

                                       2
<PAGE>

      (10)  any sale of Equity Interests in, or Indebtedness or other securities
            of, an Unrestricted Subsidiary;

      (11)  licenses of intellectual property;

      (12)  any disposition of Designated Noncash Consideration; provided that
            such disposition increases the amount of Net Proceeds of the Asset
            Sale that resulted in such Designated Noncash Consideration; and

      (13)  any foreclosure upon any assets of the Parent or any of its
            Restricted Subsidiaries pursuant to the terms of a Lien not
            prohibited by the terms of this Indenture; provided that such
            foreclosure does not otherwise constitute a Default under this
            Indenture.

            "ATTRIBUTABLE DEBT" in respect of a Sale and Leaseback Transaction
means, at the time of determination, the present value of the obligation of the
lessee for net rental payments during the remaining term of the lease included
in such Sale and Leaseback Transaction, including any period for which such
lease has been extended or may, at the option of the lessor, be extended. Such
present value shall be calculated using a discount rate equal to the rate of
interest implicit in such transaction, determined in accordance with GAAP.

            "BANKRUPTCY LAW" means title 11 of the United States Code or any
similar federal or state law for the relief of debtors.

            "BENEFICIAL OWNER" has the meaning assigned to such term in Rule
13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the
beneficial ownership of any particular "person" (as that term is used in Section
13(d)(3) of the Exchange Act), such "person" shall be deemed to have beneficial
ownership of all securities that such "person" has the right to acquire by
conversion or exercise of other securities, whether such right is currently
exercisable or is exercisable only upon the occurrence of a subsequent
condition. The terms "Beneficially Owns" and "Beneficially Owned" shall have a
corresponding meaning.

            "BOARD OF DIRECTORS" means:

      (1)   with respect to a corporation, the board of directors of the
            corporation or, except in the context of the definitions of "Change
            of Control" and "Continuing Directors," a duly authorized committee
            thereof;

      (2)   with respect to a partnership, the Board of Directors of the general
            partner of the partnership; and

      (3)   with respect to any other Person, the board or committee of such
            Person serving a similar function.

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

                                       3
<PAGE>

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

            "BUSINESS DAY" means any day other than a Legal Holiday.

            "CAPITAL LEASE OBLIGATION" means, at the time any determination
thereof is to be made, the amount of the liability in respect of a capital lease
that would at that time be required to be capitalized on a balance sheet in
accordance with GAAP.

            "CAPITAL STOCK" means:

      (1)   in the case of a corporation, corporate stock;

      (2)   in the case of an association or business entity, any and all
            shares, interests, participations, rights or other equivalents
            (however designated) of corporate stock;

      (3)   in the case of a partnership or limited liability company,
            partnership or membership interests (whether general or limited);
            and

      (4)   any other interest or participation that confers on a Person the
            right to receive a share of the profits and losses of, or
            distributions of assets of, the issuing Person.

            "CASH EQUIVALENTS" means:

      (1)   U.S. dollars and foreign currency received in the ordinary course of
            business or exchanged into U.S. dollars within 180 days;

      (2)   securities issued or directly and fully guaranteed or insured by the
            United States government or any agency or instrumentality thereof
            (provided that the full faith and credit of the United States is
            pledged in support thereof), maturing, unless such securities are
            deposited to defease any Indebtedness, not more than one year from
            the date of acquisition;

      (3)   certificates of deposit and eurodollar time deposits with maturities
            of one year or less from the date of acquisition, bankers'
            acceptances with maturities not exceeding one year and overnight
            bank deposits, in each case, with any lender party under the Credit
            Agreement or any domestic commercial bank having capital and surplus
            in excess of $500.0 million and a rating at the time of acquisition
            thereof of P-1 or better from Moody's Investors Service, Inc. or A-1
            or better from Standard & Poor's Rating Services;

      (4)   repurchase obligations for underlying securities of the types
            described in clauses (2) and (3) above entered into with any
            financial institution meeting the qualifications specified in clause
            (3) above;

      (5)   commercial paper issued by a corporation (other than an Affiliate of
            the Parent) rated at least "A-2" or higher from Moody's Investors
            Service, Inc. or Standard &

                                       4
<PAGE>

            Poor's Rating Services and in each case maturing within one year
            after the date of acquisition;

      (6)   securities issued and fully guaranteed by any state, commonwealth or
            territory of the United States of America, or by any political
            subdivision or taxing authority thereof, rated at least "A" by
            Moody's Investors Service, Inc. or Standard & Poor's Rating Services
            and having maturities of not more than one year from the date of
            acquisition; and

      (7)   money market funds at least 95% of the assets of which constitute
            Cash Equivalents of the kinds described in clauses (1) through (6)
            of this definition.

            "CHANGE OF CONTROL" means the occurrence of any of the following:

      (1)   the direct or indirect sale, transfer, conveyance or other
            disposition (other than by way of merger or consolidation), in one
            or a series of related transactions, of all or substantially all of
            the properties or assets of the Parent and its Restricted
            Subsidiaries, taken as a whole, to any "person" (as that term is
            used in Section 13(d)(3) of the Exchange Act) other than the
            Permitted Holders;

      (2)   the adoption of a plan relating to the liquidation or dissolution of
            (i) the Parent, (ii) any Subsidiary of the Parent that owns Equity
            Interests in either Issuer or (iii) either Issuer;

      (3)   any "person" or "group" (as such terms are used in Sections 13(d)
            and 14(d) of the Exchange Act), other than the Permitted Holders,
            becomes the Beneficial Owner, directly or indirectly, of 50% or more
            of the voting power of the Voting Stock of the Parent;

      (4)   the first day on which a majority of the members of the Board of
            Directors of the Parent are not Continuing Directors; or

      (5)   the Parent consolidates with, or merges with or into, any Person, or
            any Person consolidates with, or merges with or into the Parent, in
            any such event pursuant to a transaction in which any of the
            outstanding Voting Stock of the Parent or such other Person is
            converted into or exchanged for cash, securities or other property,
            other than any such transaction where (A) the Voting Stock of the
            Parent outstanding immediately prior to such transaction is
            converted into or exchanged for Voting Stock (other than
            Disqualified Stock) of the surviving or transferee Person
            constituting a majority of the outstanding shares of such Voting
            Stock of such surviving or transferee Person (immediately after
            giving effect to such issuance) and (B) immediately after such
            transaction, no "person" or "group" (as such terms are used in
            Section 13(d) and 14(d) of the Exchange Act), other than the
            Permitted Holders, becomes, directly or indirectly, the Beneficial
            Owner of 50% or more of the voting power of the Voting Stock of the
            surviving or transferee Person.

            "CLEARSTREAM" means Clearstream Banking S.A. and any successor
thereto.

                                       5
<PAGE>

            "COMMISSION" means the United States Securities and Exchange
Commission.

            "COMMON STOCK" means, with respect to any Person, any Capital Stock
(other than Preferred Stock) of such Person, whether outstanding on the Issue
Date or issued thereafter.

            "COMPANY" means Valor Telecommunications Enterprises, LLC, a
Delaware limited liability company, until a successor replaces it pursuant to
Article Five and thereafter means the successor.

            "CONSOLIDATED CASH FLOW" means, with respect to any specified Person
for any period, the Consolidated Net Income of such Person for such period plus,
without duplication:

      (1)   provision for taxes based on income or profits of such Person and
            its Restricted Subsidiaries for such period, to the extent that such
            provision for taxes was deducted in computing such Consolidated Net
            Income; plus

      (2)   Fixed Charges of such Person and its Restricted Subsidiaries for
            such period, to the extent that any such Fixed Charges were deducted
            in computing such Consolidated Net Income; plus

      (3)   depreciation, amortization (including amortization of intangibles
            but excluding amortization of prepaid cash expenses that were paid
            in a prior period), goodwill impairment charges and other non-cash
            expenses (excluding any such non-cash expense to the extent that it
            represents an accrual of or reserve for cash expenses in any future
            period or amortization of a prepaid cash expense that was paid in a
            prior period) of such Person and its Restricted Subsidiaries for
            such period to the extent that such depreciation, amortization and
            other non-cash charges or expenses were deducted in computing such
            Consolidated Net Income; plus

      (4)   expenses of the Parent and its Restricted Subsidiaries related to
            the Transactions, to the extent deducted in computing such
            Consolidated Net Income; plus

      (5)   customary fees and expenses of the Parent and its Restricted
            Subsidiaries payable in connection with any Equity Offering, the
            Incurrence of Indebtedness permitted by Section 4.09 or any
            acquisition permitted hereunder or other extraordinary, nonrecurring
            or unusual costs or losses incurred after the Issue Date, in each
            case to the extent deducted in computing such Consolidated Net
            Income; provided, however, that any such nonrecurring or unusual
            costs or losses are determined and calculated in good faith by a
            responsible financial or accounting officer of the Parent; plus

      (6)   the amount of any minority interest expense deducted in computing
            such Consolidated Net Income; plus

      (7)   any non-cash compensation charge arising from any grant of stock,
            stock options or other equity-based awards, to the extent deducted
            in computing such Consolidated Net Income; plus

                                       6
<PAGE>

      (8)   non-cash pension and other post-employment benefit expense, to the
            extent deducted in computing such Consolidated Net Income; plus

      (9)   any non-cash SFAS 133 income (or loss) related to hedging
            activities, to the extent deducted in computing such Consolidated
            Net Income; minus

      (10)  non-cash items increasing such Consolidated Net Income for such
            period, other than (a) the accrual of revenue consistent with past
            practice and (b) the reversal in such period of an accrual of, or
            cash reserve for, cash expenses in a prior period, to the extent
            such accrual or reserve did not increase Consolidated Cash Flow in a
            prior period;

in each case, on a consolidated basis and determined in accordance with GAAP.

Notwithstanding the preceding, the provision for taxes based on the income or
profits of, the Fixed Charges of and the depreciation and amortization and other
non-cash expenses of, a Restricted Subsidiary of the Parent shall be added to
Consolidated Net Income to compute Consolidated Cash Flow of the Parent (A) in
the same proportion that the Net Income of such Restricted Subsidiary was added
to compute such Consolidated Net Income of the Parent and (B) only to the extent
that a corresponding amount would be permitted at the date of determination to
be dividended or distributed to the Parent by such Restricted Subsidiary without
prior governmental approval (that has not been obtained), and without direct or
indirect restriction pursuant to the terms of its charter and all agreements,
instruments, judgments, decrees, orders, statutes, rules and governmental
regulations applicable to that Subsidiary or its stockholders.

            "CONSOLIDATED LEVERAGE RATIO" means, as of any date of
determination, the ratio of:

      (1)   the aggregate outstanding amount of Indebtedness of the Parent and
            its Restricted Subsidiaries as of such date of determination on a
            consolidated basis (subject to the terms described in the paragraph
            (2) below) after giving pro forma effect to the incurrence of the
            Indebtedness giving rise to the need to make such calculation
            (including a pro forma application of the use of proceeds therefrom)
            on such date, to

      (2)   the Consolidated Cash Flow of the Parent for the most recent four
            full fiscal quarters for which internal financial statements are
            available immediately prior to such date of determination.

            For purposes of this definition:

            (a)   Consolidated Cash Flow shall be calculated on a pro forma
                  basis after giving effect to (A) the incurrence of the
                  Indebtedness of the Parent and its Restricted Subsidiaries
                  (and the application of the proceeds therefrom) giving rise to
                  the need to make such calculation and any incurrence (and the
                  application of the proceeds therefrom) or repayment of other
                  Indebtedness on the date of determination, and (B) any
                  acquisition or disposition (including, without limitation, any
                  acquisition giving rise to

                                       7
<PAGE>

                  the need to make such calculation as a result of the Parent or
                  one of its Restricted Subsidiaries (including any Person that
                  becomes a Restricted Subsidiary as a result of such
                  acquisition) incurring, assuming or otherwise becoming liable
                  for Indebtedness) at any time on or subsequent to the first
                  day of the applicable four-quarter period specified in clause
                  (2) of the preceding paragraph (1) and on or prior to the date
                  of determination, as if such acquisition or disposition
                  (including the incurrence or assumption of any such
                  Indebtedness and also including any Consolidated Cash Flow
                  associated with such acquisition or disposition) occurred on
                  the first day of such four-quarter period; and

            (b)   pro forma calculations shall be made in good faith by a
                  responsible financial or accounting officer of the Parent.

            "CONSOLIDATED NET INCOME" means, with respect to any specified
Person for any period, the aggregate of the Net Income of such Person and its
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that:

      (1)   the Net Income of any Person that is not a Restricted Subsidiary or
            that is accounted for by the equity method of accounting shall be
            included only to the extent of the amount of dividends or
            distributions paid in cash to the specified Person or a Restricted
            Subsidiary thereof (and the net loss of any such Person shall be
            included only to the extent that such loss is funded in cash by the
            specified Person or a Restricted Subsidiary thereof);

      (2)   the Net Income of any Restricted Subsidiary shall be excluded to the
            extent that the declaration or payment of dividends or similar
            distributions by that Restricted Subsidiary of that Net Income is
            not at the date of determination permitted without any prior
            governmental approval (that has not been obtained) or, directly or
            indirectly, by operation of the terms of its charter or any
            agreement, instrument, judgment, decree, order, statute, rule or
            governmental regulation applicable to that Restricted Subsidiary or
            its equityholders;

      (3)   the Net Income of any Person acquired during the specified period
            for any period prior to the date of such acquisition shall be
            excluded;

      (4)   the cumulative effect of a change in accounting principles shall be
            excluded; and

      (5)   notwithstanding clause (1) above, the Net Income or loss of any
            Unrestricted Subsidiary shall be excluded, whether or not
            distributed to the specified Person or one of its Subsidiaries.

            "CONTINUING DIRECTORS" means, as of any date of determination, any
member of the Board of Directors of the Parent who:

      (1)   was a member of such Board of Directors on the Issue Date; or

                                       8
<PAGE>

      (2)   was nominated for election or elected to such Board of Directors
            with the approval of a majority of the Continuing Directors who were
            members of such Board of Directors at the time of such nomination or
            election.

            "CORPORATE TRUST OFFICE OF THE TRUSTEE" shall be at the address of
the Trustee specified in Section 12.02 or such other address as to which the
Trustee may give notice to the Issuers.

            "CREDIT AGREEMENT" means that certain Senior Credit Agreement, dated
as of November 10, 2004 and amended as of the Issue Date, by and among the
Company, the Parent, the other subsidiaries of the Parent named therein, Bank of
America, N.A., as Senior Administrative Agent and the other lenders named
therein, including any related notes, Guarantees, collateral documents,
instruments and agreements executed in connection therewith, and in each case as
amended, restated, modified, renewed, refunded, replaced or refinanced from time
to time (including increases in the amounts available for borrowing thereunder),
regardless of whether such amendment, restatement, modification, renewal,
refunding, replacement or refinancing is with the same financial institutions or
otherwise.

            "CREDIT FACILITIES" means one or more debt facilities (including,
without limitation, the Credit Agreement and indentures or debt securities) or
commercial paper facilities, in each case with banks or other institutional
lenders providing for revolving credit loans, term debt, receivables financing
(including through the sale of receivables to such lenders or to special purpose
entities formed to borrow from such lenders against such receivables) or letters
of credit, in each case, as amended, restated, modified, renewed, refunded,
replaced or refinanced in whole or in part from time to time, including any
refunding, replacement or refinancing thereof through the issuance of debt
securities.

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

            "DEFAULT" means any event that is, or with the passage of time or
the giving of notice or both would be, an Event of Default.

            "DEFINITIVE NOTE" means a certificated Note registered in the name
of the Holder thereof and issued in accordance with Section 2.07, substantially
in the form of Exhibit A, except that such Note shall not bear the Global Note
Legend and shall not have the "Schedule of Exchanges of Interests in the Global
Note" attached thereto.

            "DEPOSITARY" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.04 as the
Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

            "DESIGNATED NONCASH CONSIDERATION" means the Fair Market Value of
noncash consideration received by the Parent or one of its Restricted
Subsidiaries in connection with an Asset Sale that is so designated as
Designated Noncash Consideration pursuant to an Officers' Certificate, setting
forth the basis of such valuation, less the amount of Cash Equivalents received
in connection with a subsequent sale of such Designated Noncash Consideration.

                                       9
<PAGE>

            "DISQUALIFIED STOCK" means any Capital Stock that, by its terms (or
by the terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder thereof), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or is redeemable at the option of the
holder thereof, in whole or in part, on or prior to the date that is one year
after the date on which the Notes mature; provided, however, that only the
portion of Capital Stock which so matures or is mandatorily redeemable, is so
convertible or exchangeable or is so redeemable at the option of the holder
thereof prior to such dates shall be deemed to be Disqualified Stock.
Notwithstanding the preceding sentence, any Capital Stock that would constitute
Disqualified Stock solely because the holders thereof have the right to require
the Parent to repurchase such Capital Stock upon the occurrence of a change of
control or an asset sale shall not constitute Disqualified Stock if the terms of
such Capital Stock provide that the Parent may not repurchase or redeem any such
Capital Stock pursuant to such provisions unless such repurchase or redemption
complies with Section 4.07. The term "Disqualified Stock" shall also include any
options, warrants or other rights that are convertible into Disqualified Stock
or that are redeemable at the option of the holder, or required to be redeemed,
prior to the date that is one year after the date on which the Notes mature.

            "DOMESTIC RESTRICTED SUBSIDIARY" means any Restricted Subsidiary of
the Parent other than a Restricted Subsidiary that is (1) a "controlled foreign
corporation" under Section 957 of the Internal Revenue Code (a) whose primary
operating assets are located outside the United States and (b) that is not
subject to tax under Section 882(a) of the Internal Revenue Code because of a
trade or business within the United States or (2) a Subsidiary of an entity
described in the preceding clause (1).

            "EARN-OUT OBLIGATION" means any contingent consideration based on
future operating performance of the acquired entity or assets or other purchase
price adjustment or indemnification obligation, payable following the
consummation of an acquisition based on criteria set forth in the documentation
governing or relating to such acquisition.

            "EQUITY INTERESTS" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

            "EQUITY OFFERING" means any public or private placement of Capital
Stock (other than Disqualified Stock) of the Parent to any Person (other than
(i) to any Subsidiary thereof, (ii) as part of the Transactions and (iii)
issuances of equity securities pursuant to a registration statement on Form S-8
or otherwise relating to equity securities issuable under any employee benefit
plan of the Parent).

            "EUROCLEAR" means Euroclear Bank S.A./N.V., as operator of the
Euroclear system, and any successor thereto.

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

            "EXCHANGE NOTES" means the Notes issued in the Exchange Offer in
accordance with Section 2.07(f).

                                       10
<PAGE>

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

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

            "EXISTING INDEBTEDNESS" means the aggregate principal amount of
Indebtedness of the Parent and its Restricted Subsidiaries (other than
Indebtedness under the Credit Agreement or under the Notes and the related Note
Guarantees) in existence on the Issue Date after giving effect to the
application of the proceeds of (1) the Notes and (2) any borrowings made under
the Credit Agreement on the Issue Date, until such amounts are repaid.

            "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 in good faith by the Board of Directors of the Parent, whose
determination, unless otherwise specified below, shall be conclusive if
evidenced by a Board Resolution. Notwithstanding the foregoing, (1) the Board of
Directors' determination of Fair Market Value must be evidenced by a Board
Resolution attached to an Officers' Certificate delivered to the Trustee if the
Fair Market Value exceeds $5.0 million and (2) the Board of Directors'
determination of Fair Market Value must be based upon an opinion or appraisal
issued by an accounting, appraisal or investment banking firm of national
standing if the Fair Market Value exceeds $20.0 million.

            "FINANCE CORP." means Valor Telecommunications Enterprises Finance
Corp., until a successor replaces it pursuant to Section 5.01 and thereafter
means the successor.

            "FIXED CHARGES" means, with respect to any specified Person for any
period, the sum, without duplication, of:

      (1)   the consolidated interest expense of such Person and its Restricted
            Subsidiaries for such period, whether paid or accrued, including,
            without limitation, original issue discount, non-cash interest
            payments, the interest component of any deferred payment
            obligations, the interest component of all payments associated with
            Capital Lease Obligations, imputed interest with respect to
            Attributable Debt, commissions, discounts and other fees and charges
            incurred in respect of letter of credit or bankers' acceptance
            financings, and net of the effect of all payments made or received
            pursuant to Hedging Obligations, but excluding the amortization or
            write-off of debt issuance costs; plus

      (2)   the consolidated interest of such Person and its Restricted
            Subsidiaries that was capitalized during such period; plus

      (3)   any interest expense on Indebtedness of another Person that is
            Guaranteed by such Person or one of its Restricted Subsidiaries or
            secured by a Lien on assets of such Person or one of its Restricted
            Subsidiaries (other than a pledge of Equity Interests of an
            Unrestricted Subsidiary to secure Non-Recourse Debt of such
            Unrestricted Subsidiary), whether or not such Guarantee or Lien is
            called upon; plus

                                       11
<PAGE>

      (4)   the product of (a) all dividends, whether paid or accrued (but, in
            the case of accrued, only in the case of (x) Preferred Stock of any
            Restricted Subsidiary of such Person that is not a Guarantor or (y)
            Disqualified Stock of such Person or of any of its Restricted
            Subsidiaries) and whether or not in cash, on any series of
            Disqualified Stock of such Person or on any series of Preferred
            Stock of such Person's Restricted Subsidiaries, other than dividends
            on Equity Interests payable solely in Equity Interests (other than
            Disqualified Stock) of such Person or to such Person or to a
            Restricted Subsidiary of such Person, times (b) a fraction, the
            numerator of which is one and the denominator of which is one minus
            the then current combined federal, state and local statutory tax
            rate of such Person, expressed as a decimal,

in each case, on a consolidated basis and in accordance with GAAP.

            "GAAP" means generally accepted accounting principles set forth in
the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants, the opinions and
pronouncements of the Public Company Accounting Oversight Board and in the
statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as have been approved by a
significant segment of the accounting profession, which are in effect on the
Issue Date.

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

            "GLOBAL NOTES" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, substantially in the
form of Exhibit A, issued in accordance with Section 2.01 or Section 2.07.

            "GOVERNMENT SECURITIES" means securities that are direct obligations
of the United States of America for the timely payment of which its full faith
and credit is pledged.

            "GUARANTEE" means, as to any Person, a guarantee other than by
endorsement of negotiable instruments for collection in the ordinary course of
business, direct or indirect, in any manner including, without limitation, by
way of a pledge of assets or through letters of credit or reimbursement
agreements in respect thereof, of all or any part of any Indebtedness of another
Person.

            "GUARANTORS" means:

      (1)   the Parent;

      (2)   DCS Holding Co., ECS Holding Co., KCS Holding Co., SCD Sharing
            Partnership, L.P., SCE Sharing Partnership, L.P., Valor
            Telecommunications, LLC, Valor Telecommunications Southwest, LLC,
            Valor Telecommunications Investments, LLC, Valor Telecommunications
            of Texas, LP, Valor Telecommunications Equipment, LP, Valor
            Telecommunications Corporate Group, LP, Valor Telecommunications LD,
            LP, Valor Telecommunications Services, LP, Southwest Enhanced
            Network Services, LP, Western Access

                                       12
<PAGE>

            Services, LLC, Western Access Services of Arizona, LLC, Western
            Access Services of Arkansas, LLC, Western Access Services of
            Colorado, LLC, Western Access Services of New Mexico, LLC, Western
            Access Services of Oklahoma, LLC, Western Access Services of Texas,
            L.P., Valor Telecommunications Southwest II, LLC, Valor
            Telecommunications Enterprises II, LLC, Kerrville Communications
            Corporation, Kerrville Communications Management, LLC, Kerrville
            Communications Enterprises, LLC, Kerrville Telephone, L.P., Harper
            Telephone, L.P., Advanced Tel-Com Systems, L.P., KCC Telcom, L.P.,
            Kerrville Cellular, L.P., Kerrville Mobile Holdings, Inc., Kerrville
            Cellular Management, LLC, Kerrville Cellular Holdings, LLC and
            Kerrville Wireless Holdings Limited Partnership; and

      (3)   any other Subsidiary of the Parent that executes a Note Guarantee in
            accordance with the provisions of this Indenture;

and their respective successors and assigns until released from their
obligations under their Note Guarantees and this Indenture in accordance with
the terms of this Indenture.

            "HEDGING OBLIGATIONS" means, with respect to any specified Person,
the obligations of such Person under:

      (1)   interest rate swap agreements, interest rate cap agreements,
            interest rate collar agreements and other agreements or arrangements
            with respect to interest rates;

      (2)   commodity swap agreements, commodity option agreements, forward
            contracts and other agreements or arrangements with respect to
            commodity prices; and

      (3)   foreign exchange contracts, currency swap agreements and other
            agreements or arrangements with respect to foreign currency exchange
            rates.

            "HOLDER" means a Person in whose name a Note is registered.

            "INCUR" means, with respect to any Indebtedness, to incur, create,
issue, assume, Guarantee or otherwise become directly or indirectly liable for
or with respect to, or become responsible for, the payment of, contingently or
otherwise, such Indebtedness (and "Incurrence" and "Incurred" shall have
meanings correlative to the foregoing); provided that (1) any Indebtedness of a
Person existing at the time such Person becomes a Restricted Subsidiary of the
Parent shall be deemed to be Incurred by such Restricted Subsidiary at the time
it becomes a Restricted Subsidiary of the Parent and (2) neither the accrual of
interest nor the accretion of original issue discount nor the payment of
interest in the form of additional Indebtedness with the same terms and the
payment of dividends on Disqualified Stock or Preferred Stock in the form of
additional shares of the same class of Disqualified Stock or Preferred Stock (to
the extent provided for when the Indebtedness or Disqualified Stock or Preferred
Stock on which such interest or dividend is paid was originally issued) shall be
considered an Incurrence of Indebtedness; provided that in each case the amount
thereof is for all other purposes included in the Fixed Charges and Indebtedness
of the Parent or its Restricted Subsidiary as accrued.

                                       13
<PAGE>

            "INDEBTEDNESS" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent:

      (1)   in respect of borrowed money;

      (2)   evidenced by bonds, notes, debentures or similar instruments or
            letters of credit (or reimbursement agreements in respect thereof);

      (3)   in respect of banker's acceptances;

      (4)   in respect of Capital Lease Obligations and Attributable Debt;

      (5)   in respect of the balance deferred and unpaid of the purchase price
            of any property or services, except any such balance that
            constitutes an accrued expense or trade payable; provided that
            Indebtedness shall not include any Earn-out Obligation or obligation
            in respect of purchase price adjustment, except to the extent that
            the contingent consideration relating thereto is not paid within 15
            Business Days after the contingency relating thereto is resolved;

      (6)   representing Hedging Obligations;

      (7)   representing Disqualified Stock valued at the greater of its
            voluntary or involuntary maximum fixed repurchase price plus accrued
            dividends; or

      (8)   in the case of a Subsidiary of such Person, representing Preferred
            Stock valued at the greater of its voluntary or involuntary maximum
            fixed repurchase price plus accrued dividends,

if and to the extent any of the preceding items (other than letters of credit
and other than pursuant to clauses (4), (5), (6), (7) or (8)) would appear as a
liability upon a balance sheet of the specified Person prepared in accordance
with GAAP. In addition, the term "Indebtedness" includes (x) all Indebtedness of
others secured by a Lien on any asset of the specified Person (whether or not
such Indebtedness is assumed by the specified Person) other than a pledge of
Equity Interests of an Unrestricted Subsidiary to secure Non-Recourse Debt of
such Unrestricted Subsidiary, 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, and (y) to the extent not
otherwise included, the Guarantee by the specified Person of any Indebtedness of
any other Person, provided further that any obligation of the Parent or any
Restricted Subsidiary in respect of minimum guaranteed commissions, or other
similar payments, to clients, minimum returns to clients or stop loss limits in
favor of clients or indemnification obligations to clients, in each case
pursuant to contracts to provide services to clients entered into in the
ordinary course of business, shall be deemed not to constitute Indebtedness. For
purposes hereof, the "maximum fixed repurchase price" of any Disqualified Stock
or Preferred Stock which does not have a fixed repurchase price shall be
calculated in accordance with the terms of such Disqualified Stock or Preferred
Stock, as applicable, as if such Disqualified Stock or Preferred Stock were
repurchased on any date on which Indebtedness shall be required to be determined
pursuant to this Indenture.

                                       14
<PAGE>

            The amount of any Indebtedness outstanding as of 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
liability upon the occurrence of the contingency giving rise to the obligation,
and shall be:

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

      (2)   the principal amount thereof, together with any interest thereon
            that is more than 30 days past due, in the case of any other
            Indebtedness.

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

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

            "INSIGNIFICANT SUBSIDIARY" means any Subsidiary of the Parent (other
than any Subsidiary of the Parent that owns Equity Interests in either Issuer)
that has total assets of not more than $500,000 and that is designated by the
Parent as an "Insignificant Subsidiary;" provided that the total assets of all
Subsidiaries that are so designated, as reflected on the Parent's most recent
consolidating balance sheet prepared in accordance with GAAP, may not in the
aggregate at any time exceed $2.5 million.

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

            "INVESTMENTS" means, with respect to any Person, all direct or
indirect investments by such Person in other Persons (including Affiliates) in
the form of loans or other extensions of credit (including Guarantees),
advances, capital contributions (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), purchases or other acquisitions for consideration of
Indebtedness, Equity Interests or other securities, together with all items that
are or would be classified as investments on a balance sheet prepared in
accordance with GAAP.

            If the Parent or any of its Restricted Subsidiaries sells or
otherwise disposes of any Equity Interests of any direct or indirect Restricted
Subsidiary of the Parent such that, after giving effect to any such sale or
disposition, such Person is no longer a Restricted Subsidiary of the Parent, the
Parent shall be deemed to have made an Investment on the date of any such sale
or disposition equal to the Fair Market Value of the Investment in such
Subsidiary not sold or disposed of. The acquisition by the Parent or any of its
Restricted Subsidiaries of a Person that holds an Investment in a third Person
shall be deemed to be an Investment by the Parent or such Restricted Subsidiary
in such third Person in an amount equal to the Fair Market Value of the
Investment held by the acquired Person in such third Person.

            "ISSUE DATE" means the date of original issuance of the Notes under
this Indenture.

                                       15
<PAGE>

            "LEGAL HOLIDAY" means a Saturday, a Sunday or a day on which banking
institutions in The City of New York or at a place of payment are authorized or
required by law, regulation or executive order to remain closed.

            "LEGENDED REGULATION S GLOBAL NOTE" means a global Note in the form
of Exhibit A bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of and registered in the name of the Depositary or
its nominee, issued in a denomination equal to the outstanding principal amount
at maturity of the Notes initially sold in reliance on Rule 903 of Regulation S.

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

            "LIEN" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

            "NET INCOME" means, with respect to any specified Person, the net
income (loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of Preferred Stock dividends, excluding, however:

      (1)   any gain or loss, together with any related provision for taxes on
            such gain or loss, realized in connection with: (a) any sale of
            assets outside the ordinary course of business of such Person; or
            (b) the disposition of any securities by such Person or any of its
            Restricted Subsidiaries or the extinguishment of any Indebtedness of
            such Person or any of its Restricted Subsidiaries; and

      (2)   any extraordinary gain or loss, together with any related provision
            for taxes on such extraordinary gain or loss.

            "NET PROCEEDS" means the aggregate cash proceeds, including payments
in respect of deferred payment obligations (to the extent corresponding to the
principal, but not the interest component, thereof) received by the Parent or
any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of (1) the direct costs
relating to such Asset Sale and the sale or other disposition of any such
non-cash consideration, including, without limitation, legal, accounting,
investment banking and brokerage fees, and sales commissions, and any relocation
expenses incurred as a result thereof, (2) taxes paid or payable as a result
thereof, in each case, after taking into account any available tax credits or
deductions and any tax sharing arrangements, (3) amounts required to be applied
to the repayment of Indebtedness or other liabilities secured by a Lien on the
asset or assets that were the subject of such Asset Sale or required to be paid
as a result of such sale, (4) any reserve for adjustment in respect of the sale
price of such asset or assets established in accordance with

                                       16
<PAGE>

GAAP, (5) in the case of any Asset Sale by a Restricted Subsidiary of the
Parent, payments to holders of Equity Interests in such Restricted Subsidiary in
such capacity (other than such Equity Interests held by the Parent or any
Restricted Subsidiary thereof) to the extent that such payment is required to
permit the distribution of such proceeds in respect of the Equity Interests in
such Restricted Subsidiary held by the Parent or any Restricted Subsidiary
thereof and (6) appropriate amounts to be provided by the Parent or its
Restricted Subsidiaries as a reserve against 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 accordance with GAAP; provided that (a) excess
amounts set aside for payment of taxes pursuant to clause (2) above remaining
after such taxes have been paid in full or the statute of limitations therefor
has expired and (b) amounts initially held in reserve pursuant to clause (6) no
longer so held, shall, in the case of each of subclause (a) and (b), at that
time become Net Proceeds.

            "NON-RECOURSE DEBT" means Indebtedness:

      (1)   as to which neither the Parent nor any of its Restricted
            Subsidiaries (a) provides credit support of any kind (including any
            undertaking, agreement or instrument that would constitute
            Indebtedness) other than a pledge of the Equity Interests of the
            Unrestricted Subsidiary that is the obligor thereunder, (b) is
            directly or indirectly liable as a guarantor or otherwise, or (c)
            constitutes the lender;

      (2)   no default with respect to which (including any rights that the
            holders thereof may have to take enforcement action against an
            Unrestricted Subsidiary) would permit upon notice, lapse of time or
            both any holder of any other Indebtedness (other than the Notes) of
            the Parent or any of its Restricted Subsidiaries to declare a
            default on such other Indebtedness or cause the payment thereof to
            be accelerated or payable prior to its stated maturity; and

      (3)   as to which either (a) the explicit terms provide that there is no
            recourse against any of the assets of the Parent or any Restricted
            Subsidiary thereof or (b) the lenders have been notified in writing
            that they shall not have any recourse to the stock or assets of the
            Parent or any of its Restricted Subsidiaries, in each case other
            than recourse against the Equity Interests of the Unrestricted
            Subsidiary that is the obligor thereunder.

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

            "NOTE GUARANTEE" means a Guarantee of the Notes pursuant to this
Indenture.

            "NOTES" means the 7-3/4% Senior Notes due 2015 of the Issuers issued
on the date hereof and any Additional Notes, including any Exchange Notes. The
Notes and the Additional Notes (including any Exchange Notes), if any, shall be
treated as a single class for all purposes under this Indenture.

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

                                       17
<PAGE>

            "OFFERING MEMORANDUM" means the offering memorandum, dated February
8, 2005, relating to the Issuers' 7-3/4% Senior Notes due 2015.

            "OFFICER" means, with respect to any Person, the Chairman of the
Board, the President, the Chief Financial Officer, any Executive Vice President,
Senior Vice President or Vice President, or the Secretary of such Person.

            "OFFICERS' CERTIFICATE" means a certificate signed on behalf of the
Parent by at least two Officers of the Parent, one of whom must be the principal
executive officer, the principal financial officer or the principal accounting
officer of the Parent, that meets the requirements of this Indenture.

            "OPINION OF COUNSEL" means an opinion from legal counsel (who may be
counsel to or an employee of the Parent) that meets the requirements of this
Indenture.

            "PARENT" means Valor Communications Group, Inc., a Delaware
corporation, and its successors.

            "PARTICIPANT" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and with respect to DTC, shall include Euroclear and
Clearstream).

            "PERMITTED BUSINESS" means any business conducted or proposed to be
conducted (as described in the Offering Memorandum) by the Parent and its
Restricted Subsidiaries on the Issue Date and other businesses reasonably
related thereto or a reasonable extension or expansion thereof.

            "PERMITTED HOLDERS" means Welsh, Carson, Anderson & Stowe and Vestar
Capital Partners and their respective Affiliates.

            "PERMITTED INVESTMENTS" means:

      (1)   any Investment in the Parent or in a Restricted Subsidiary of the
            Parent;

      (2)   any Investment in Cash Equivalents;

      (3)   any Investment by the Parent or any Restricted Subsidiary of the
            Parent in a Person, if as a result of such Investment:

            (a)   such Person becomes a Restricted Subsidiary of the Parent; or

            (b)   such Person is merged, consolidated or amalgamated with or
                  into, or transfers or conveys substantially all of its assets
                  to, or is liquidated into, the Parent or a Restricted
                  Subsidiary of the Parent;

      (4)   any Investment made as a result of the receipt of non-cash
            consideration from an Asset Sale that was made pursuant to and in
            compliance with Section 4.10;

                                       18
<PAGE>

      (5)   Hedging Obligations that are Incurred for the purpose of fixing,
            hedging or swapping interest rate, commodity price or foreign
            currency exchange rate risk (or to reverse or amend any such
            agreements previously made for such purposes), and not for
            speculative purposes;

      (6)   any Investment acquired by the Parent or any of its Restricted
            Subsidiaries (a) in exchange for any other Investment or accounts
            receivable held by the Parent or any such Restricted Subsidiary in
            connection with or as a result of a bankruptcy, workout,
            reorganization or recapitalization of the issuer of such other
            Investment or accounts receivable or (b) as a result of a
            foreclosure by the Parent or any of its Restricted Subsidiaries with
            respect to any secured Investment or other transfer of title with
            respect to any secured Investment in default;

      (7)   advances to customers or suppliers in the ordinary course of
            business that are, in conformity with GAAP, recorded as accounts
            receivable, prepaid expenses or deposits on the balance sheet of the
            Parent or its Restricted Subsidiaries and endorsements for
            collection or deposit arising in the ordinary course of business;

      (8)   Investments consisting of purchases and acquisitions of inventory,
            supplies, materials and equipment or purchases of contract rights or
            licenses or leases of intellectual property, in each case in the
            ordinary course of business;

      (9)   advances to employees not in excess of $5.0 million outstanding at
            any one time in the aggregate;

      (10)  commission, payroll, travel and similar advances to officers and
            employees of the Parent or any of its Restricted Subsidiaries that
            are expected at the time of such advance ultimately to be recorded
            as an expense in conformity with GAAP;

      (11)  Investments consisting of the licensing or contribution of
            intellectual property pursuant to joint marketing arrangements with
            other Persons;

      (12)  other Investments in any Person other than any Unrestricted
            Subsidiary of the Parent (provided that any such Person is either
            (i) not an Affiliate of the Parent or (ii) is an Affiliate of the
            Parent (A) solely because the Parent, directly or indirectly, owns
            Equity Interests in, or controls, such Person or (B) engaged in bona
            fide business operations and is an Affiliate solely because it is
            under common control with the Parent) having an aggregate Fair
            Market Value (measured on the date each such Investment was made and
            without giving effect to subsequent changes in value), when taken
            together with all other Investments made pursuant to this clause
            (12) since the Issue Date, not to exceed the greater of (x) 2.5% of
            Tangible Assets at the time of such Investment and (y) $25 million;
            provided, however, that if an Investment pursuant to this clause
            (12) is made in any Person that is not a Restricted Subsidiary of
            the Parent at the date of the making of the Investment and such
            Person becomes a Restricted Subsidiary of the Parent after such
            date, such Investment shall thereafter be deemed to have been

                                       19
<PAGE>

            made pursuant to clause (1) above, and shall cease to have been made
            pursuant to this clause (12); and

      (13)  Investments in Unrestricted Subsidiaries having an aggregate Fair
            Market Value (measured on the date each such Investment was made and
            without giving effect to subsequent changes in value), when taken
            together with all other Investments made pursuant to this clause
            (13) since the Issue Date, not to exceed $15.0 million (but, to the
            extent that any Investment made pursuant to this clause (13) since
            the Issue Date is sold or otherwise liquidated for cash, minus the
            lesser of (a) the cash return of capital with respect to such
            Investment (less the cost of disposition, if any) and (b) the
            initial amount of such Investment).

            "PERMITTED LIENS" means:

      (1)   Liens securing obligations in an amount when created or Incurred,
            together with the amount of all other obligations secured by a Lien
            under this clause (1) at that time outstanding, not to exceed the
            greater of (A) the sum of (i) the amount of Indebtedness Incurred
            and outstanding at such time under Section 4.09(b)(1), (4) and (14)
            plus (ii) the amount of Indebtedness available for Incurrence at
            such time under Section 4.09(b)(1), (4) and (14) and (B) the product
            of (x) 3.5 and (y) the Parent's Consolidated Cash Flow for the most
            recent four fiscal quarters for which internal financial statements
            are available at such time;

      (2)   Liens in favor of the Issuers or any Guarantor;

      (3)   Liens on property of a Person existing at the time such Person is
            merged with or into or consolidated with the Parent or any
            Restricted Subsidiary thereof; provided that such Liens were in
            existence prior to the contemplation of such merger or consolidation
            and do not extend to any assets other than those of the Person
            merged into or consolidated with the Parent or the Restricted
            Subsidiary;

      (4)   Liens on property existing at the time of acquisition thereof by the
            Parent or any Restricted Subsidiary thereof; provided that such
            Liens were in existence prior to the contemplation of such
            acquisition and do not extend to any property other than the
            property so acquired by the Parent or the Restricted Subsidiary;

      (5)   Liens securing the Notes and the Note Guarantees;

      (6)   Liens existing on the Issue Date (excluding any such Liens securing
            Indebtedness under the Credit Agreement);

      (7)   Liens securing Permitted Refinancing Indebtedness; provided that
            such Liens do not extend to any property or assets other than the
            property or assets that secure the Indebtedness being refinanced;

      (8)   Liens on property or assets used to defease or to satisfy and
            discharge Indebtedness; provided that (a) the Incurrence of such
            Indebtedness was not

                                       20
<PAGE>

            prohibited by this Indenture and (b) such defeasance or satisfaction
            and discharge is not prohibited by this Indenture;

      (9)   pledges of Equity Interests of an Unrestricted Subsidiary securing
            Non-Recourse Debt of such Unrestricted Subsidiary;

      (10)  Liens securing obligations that do not exceed $15.0 million at any
            one time outstanding;

      (11)  Liens on cash or Cash Equivalents securing Hedging Obligations of
            the Parent or any of its Restricted Subsidiaries (a) that are
            Incurred for the purpose of fixing, hedging or swapping interest
            rate, commodity price or foreign currency exchange rate risk (or to
            reverse or amend any such agreements previously made for such
            purposes), and not for speculative purposes, or (b) securing letters
            of credit that support such Hedging Obligations;

      (12)  Liens incurred or deposits made in the ordinary course of business
            in connection with worker's compensation, unemployment insurance or
            other social security obligations;

      (13)  Liens, deposits or pledges to secure the performance of bids,
            tenders, contracts (other than contracts for the payment of
            Indebtedness), leases, or other similar obligations arising in the
            ordinary course of business;

      (14)  survey exceptions, encumbrances, easements or reservations of, or
            rights of other for, rights of way, zoning or other restrictions as
            to the use of properties, and defects in title which, in the case of
            any of the foregoing, were not incurred or created to secure the
            payment of Indebtedness, and which in the aggregate do not
            materially adversely affect the value of such properties or
            materially impair the use for the purposes of which such properties
            are held by the Parent or any of its Restricted Subsidiaries;

      (15)  judgment and attachment Liens not giving rise to an Event of Default
            and notices of lis pendens and associated rights related to
            litigation being contested in good faith by appropriate proceedings
            and for which adequate reserves have been made;

      (16)  Liens, deposits or pledges to secure public or statutory
            obligations, surety, stay, appeal, indemnity, performance or other
            similar bonds or obligations; and Liens, deposits or pledges in lieu
            of such bonds or obligations, or to secure such bonds or
            obligations, or to secure letters of credit in lieu of or supporting
            the payment of such bonds or obligations;

      (17)  Liens in favor of collecting or payor banks having a right of
            setoff, revocation, refund or chargeback with respect to money or
            instruments of the Parent or any Subsidiary thereof on deposit with
            or in possession of such bank;

                                       21
<PAGE>

      (18)  any interest or title of a lessor, licensor or sublicensor in the
            property subject to any lease, license or sublicense (other than any
            property that is the subject of a Sale Leaseback Transaction);

      (19)  Liens for taxes, assessments and governmental charges not yet
            delinquent or being contested in good faith and for which adequate
            reserves have been established to the extent required by GAAP;

      (20)  Liens arising from precautionary UCC financing statements regarding
            operating leases or consignments; and

      (21)  Liens of franchisors in the ordinary course of business not securing
            Indebtedness.

            "PERMITTED REFINANCING INDEBTEDNESS" means any Indebtedness of the
Parent or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Parent or any of its Restricted Subsidiaries
(other than intercompany Indebtedness); provided that:

      (1)   the amount of such Permitted Refinancing Indebtedness does not
            exceed the amount of the Indebtedness so extended, refinanced,
            renewed, replaced, defeased or refunded (plus all accrued and unpaid
            interest thereon and the amount of any reasonably determined premium
            necessary to accomplish such refinancing and such reasonable
            expenses incurred in connection therewith);

      (2)   such Permitted Refinancing Indebtedness has a final maturity date
            later than the final maturity date of, and has a Weighted Average
            Life to Maturity equal to or greater than the Weighted Average Life
            to Maturity of, the Indebtedness being extended, refinanced,
            renewed, replaced, defeased or refunded;

      (3)   if the Indebtedness being extended, refinanced, renewed, replaced,
            defeased or refunded is subordinated in right of payment to the
            Notes or the Note Guarantees, such Permitted Refinancing
            Indebtedness has a final maturity date later than the final maturity
            date of the Notes and is subordinated in right of payment to the
            Notes or the Note Guarantees, as applicable, on terms at least as
            favorable, taken as a whole, to the Holders of Notes as those
            contained in the documentation governing the Indebtedness being
            extended, refinanced, renewed, replaced, defeased or refunded;

      (4)   if the Indebtedness being extended, refinanced, renewed, replaced,
            defeased or refunded is pari passu in right of payment with the
            Notes or any Note Guarantees, such Permitted Refinancing
            Indebtedness is pari passu with, or subordinated in right of payment
            to, the Notes or such Note Guarantees; and

      (5)   such Indebtedness is Incurred by either (a) by an Issuer or any
            Guarantor or (b) by the Restricted Subsidiary that is the obligor on
            the Indebtedness being extended, refinanced, renewed, replaced,
            defeased or refunded.

                                       22
<PAGE>

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

            "PREFERRED STOCK" means, with respect to any Person, any Capital
Stock of such Person that has preferential rights to any other Capital Stock of
such Person with respect to dividends or redemptions upon liquidation.

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

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

            "REGISTRATION RIGHTS AGREEMENT" means (1) with respect to the Notes
issued on the Issue Date, the Registration Rights Agreement, to be dated the
Issue Date, among the Issuers, the Guarantors, Banc of America Securities LLC,
J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Wachovia Capital Markets, LLC and CIBC World Markets Corp. and (2) with respect
to any Additional Notes, any registration rights agreement between the Issuers
and the other parties thereto relating to the registration by the Issuers of
such Additional Notes under the Securities Act.

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

            "REGULATION S GLOBAL NOTE" means a Legended Regulation S Global Note
or an Unlegended Regulation S Global Note, as appropriate.

            "REPLACEMENT ASSETS" means (1) non-current assets (including any
such assets acquired by capital expenditures) that shall be used or useful in a
Permitted Business or (2) substantially all the assets of a Permitted Business
or a majority of the Voting Stock of any Person engaged in a Permitted Business
that shall become on the date of acquisition thereof a Restricted Subsidiary of
the Parent.

            "RESPONSIBLE OFFICER," when used with respect to the Trustee, means
any officer within the corporate trust department of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of such person's
knowledge of and familiarity with the particular subject, and who shall have
direct responsibility for the administration of this Indenture.

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

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

            "RESTRICTED INVESTMENT" means an Investment other than a Permitted
Investment.

                                       23
<PAGE>

            "RESTRICTED PERIOD" means the 40-day distribution compliance period
as defined in Regulation S.

            "RESTRICTED SUBSIDIARY" of a Person means any Subsidiary of such
Person that is not an Unrestricted Subsidiary.

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

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

            "RULE 903" means Rule 903 promulgated under the Securities Act.

            "RULE 904" means Rule 904 promulgated under the Securities Act.

            "SALE AND LEASEBACK TRANSACTION" means, with respect to any Person,
any transaction involving any of the assets or properties of such Person whether
now owned or hereafter acquired, whereby such Person sells or otherwise
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 such
Person intends to use for substantially the same purpose or purposes as the
assets or properties sold or transferred.

            "SEC" means the Securities and Exchange Commission.

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

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

            "SIGNIFICANT SUBSIDIARY" means any Restricted Subsidiary that would
constitute a "significant subsidiary" within the meaning of Article 1 of
Regulation S-X of the Securities Act.

            "STATED MATURITY" means, with respect to any installment of interest
or principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

            "SUBSIDIARY" means, with respect to any specified Person:

      (1)   any corporation, association or other business entity of which more
            than 50% of the total voting power of shares of Capital Stock
            entitled (without regard to the occurrence of any contingency) to
            vote in the election of directors, managers or trustees thereof is
            at the time owned or controlled, directly or indirectly, by such
            Person or one or more of the other Subsidiaries of that Person (or a
            combination thereof); and

      (2)   any partnership (a) the sole general partner or the managing general
            partner of which is such Person or a Subsidiary of such Person or
            (b) the only general

                                       24
<PAGE>

            partners of which are such Person or one or more Subsidiaries of
            such Person (or any combination thereof).

            "TANGIBLE ASSETS" means the total consolidated assets of the Parent
and its Restricted Subsidiaries (less depreciation, amortization, applicable
reserves and other properly deductible items) after deducting therefrom all
goodwill, trade names, trademarks, patents, purchased technology, unamortized
debt discount and other like intangible assets, as shown on the most recent
balance sheet of the Parent prepared in conformity with GAAP.

            "TIA" means the Trust Indenture Act of 1939, as in effect on the
date on which this Indenture is qualified under the TIA.

            "TRANSACTIONS" means the debt recapitalization, initial public
offering and offering of the Notes (and the related implementation transactions)
each as described in the Offering Memorandum under the heading "Summary."

            "TREASURY RATE" means the yield to maturity at the time of
computation of United States Treasury securities with a constant maturity (as
compiled and published in the most recent Federal Reserve Statistical Release
H.15 (519) which has become publicly available at least two Business Days prior
to the date fixed for prepayment (or, if such Statistical Release is no longer
published, any publicly available source for similar market data)) most nearly
equal to the then remaining term of the Notes to February 15, 2010; provided,
however, that if the then remaining term of the Notes to February 15, 2010 is
not equal to the constant maturity of a United States Treasury security for
which a weekly average yield is given, the Treasury Rate shall be obtained by
linear interpolation (calculated to the nearest one-twelfth of a year) from the
weekly average yields of United States Treasury securities for which such yields
are given, except that if the then remaining term of the Notes to February 15,
2010 is less than one year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant maturity of one year shall be
used.

            "TRUSTEE" means The Bank of New York until a successor replaces it
in accordance with the applicable provisions of this Indenture and thereafter
means the successor serving hereunder.

            "UNLEGENDED REGULATION S GLOBAL NOTE" means a permanent global Note
in the form of Exhibit A bearing the Global Note Legend, deposited with or on
behalf of and registered in the name of the Depositary or its nominee and issued
upon expiration of the Restricted Period.

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

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

                                       25
<PAGE>

            "UNRESTRICTED SUBSIDIARY" means any Subsidiary of the Parent that is
designated by the Board of Directors of the Parent as an Unrestricted Subsidiary
pursuant to a Board Resolution in compliance with Section 4.16 and any
Subsidiary of such Subsidiary.

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

            "VOTING STOCK" of any Person as of any date means the Capital Stock
of such Person that is ordinarily entitled to vote in the election of the Board
of Directors of such Person.

            "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

      (1)   the sum of the products obtained by multiplying (a) the amount of
            each then remaining installment, sinking fund, serial maturity or
            other required payments of principal, including payment at final
            maturity, in respect thereof, by (b) the number of years (calculated
            to the nearest one-twelfth) that shall elapse between such date and
            the making of such payment; by

      (2)   the then outstanding principal amount of such Indebtedness.

Section 1.02. Other Definitions.

<TABLE>
<CAPTION>
                                                   DEFINED IN
TERM                                                 SECTION
----                                               ----------
<S>                                                <C>
"AFFILIATE TRANSACTION".......................        4.11
"ASSET SALE OFFER"............................        4.10
"AUTHENTICATION ORDER"........................        2.02
"BASKET PERIOD"...............................        4.07
"CHANGE OF CONTROL OFFER".....................        4.14
"CHANGE OF CONTROL PAYMENT"...................        4.14
"CHANGE OF CONTROL PAYMENT DATE"..............        4.14
"COVENANT DEFEASANCE".........................        8.03
"DTC".........................................        2.01
"EVENT OF DEFAULT"............................        6.01
"EXCESS PROCEEDS".............................        4.10
"EXCESS PROCEEDS TRIGGER DATE"................        4.10
"LEGAL DEFEASANCE"............................        8.02
"OFFER AMOUNT"................................        3.08
"OFFER PERIOD"................................        3.08
"OFFSHORE TRANSACTION"........................        2.07
"PAYING AGENT"................................        2.04
"PAYMENT DEFAULT".............................        6.01
"PERMITTED DEBT"..............................        4.09
"PURCHASE DATE"...............................        3.08
"REGISTRAR"...................................        2.04
"RELATED PROCEEDINGS".........................       12.09
</TABLE>

                                       26
<PAGE>

<TABLE>
<CAPTION>
                                                   DEFINED IN
TERM                                                 SECTION
----                                               ----------
<S>                                                <C>
"REPURCHASE OFFER"............................        3.08
"RESTRICTED PAYMENTS".........................        4.07
"SPECIFIED COURTS"............................       12.09
</TABLE>

Section 1.03. 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 and the Guarantees;

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

            "INDENTURE TO BE QUALIFIED" means this Indenture;

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

            "OBLIGOR" on the Notes means the Issuers, the Guarantors and any
     successor obligor upon the Notes or the Guarantees.

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

Section 1.04. Rules of Construction.

            Unless the context otherwise requires:

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

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

            (c)   "or" is not exclusive;

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

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

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

                                       27
<PAGE>

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

                                   ARTICLE TWO
                                    THE NOTES

Section 2.01. Form and Dating.

            (a) General. The Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A. The Notes may
have notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note shall be dated the date of its authentication. The Notes shall
be issued in registered form without interest coupons in minimum denominations
of $1,000 and integral multiples of $1,000 in excess thereof.

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

            (b) Global Notes. Notes issued in global form shall be substantially
in the form of Exhibit A (and shall include the Global Note Legend thereon and
the "Schedule of Exchanges of Interests in the Global Note" attached thereto).
Notes issued in definitive form shall be substantially in the form of Exhibit A
(but without the Global Note Legend thereon and without the "Schedule of
Exchanges of Interests in the Global Note" attached thereto). Each Global Note
shall represent such of the outstanding Notes as shall be specified therein and
each shall provide that it represents the aggregate principal amount of
outstanding Notes from time to time endorsed thereon and that the aggregate
principal amount of outstanding Notes represented thereby may from time to time
be reduced or increased, as appropriate, to reflect exchanges and redemptions.
Any endorsement of a Global Note to reflect the amount of any increase or
decrease in the aggregate principal amount of outstanding Notes represented
thereby shall be made by the Trustee or, if the Custodian and the Trustee are
not the same Person, by the Custodian at the direction of the Trustee, in
accordance with instructions given by the Holder thereof as required by Section
2.07 hereof.

            (c) Regulation S Global Notes. Notes offered and sold in reliance on
Regulation S shall be issued initially in the form of the Legended Regulation S
Global Note, which shall be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee, as custodian for The Depository Trust
Company ("DTC") in New York, New York, and registered in the name of the
Depositary or the nominee of the Depositary for the accounts of designated
agents holding on behalf of Euroclear or Clearstream, duly executed by the
Issuers and authenticated by the Trustee as hereinafter provided. Following the
termination of the Restricted Period, beneficial interests in the Legended
Regulation S Global Note may be exchanged for beneficial interests in Unlegended
Regulation S Global Notes pursuant to Section 2.07 and the Applicable
Procedures. Simultaneously with the authentication of Unlegended Regulation S
Global Notes, the Trustee shall cancel the Legended Regulation S Global Note.

                                       28
<PAGE>

The aggregate principal amount of the Regulation S Global Notes may from time to
time be increased or decreased by adjustments made on the records of the Trustee
and the Depositary or its nominee, as the case may be, in connection with
transfers of interest as hereinafter provided.

            (d) Euroclear and Clearstream Procedures Applicable. The provisions
of the "Operating Procedures of the Euroclear System" and "Terms and Conditions
Governing Use of Euroclear" and the "General Terms and Conditions of Clearstream
Banking" and "Customer Handbook" of Clearstream shall be applicable to transfers
of beneficial interests in the Regulation S Global Notes that are held by
Participants through Euroclear or Clearstream.

Section 2.02. Execution and Authentication.

            At least one Officer of each Issuer shall sign the Notes for the
Issuers by manual or facsimile signature.

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

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

            The aggregate principal amount of Notes which may be authenticated
and delivered under this Indenture is unlimited.

            The Issuers may, subject to Article Four of this Indenture and
applicable law, issue Additional Notes under this Indenture, including Exchange
Notes. The Notes issued on the Issue Date and any Additional Notes subsequently
issued shall be treated as a single class for all purposes under this Indenture.

            At any time and from time to time after the execution of this
Indenture, the Trustee shall, upon receipt of a written order of the Issuers
signed by an Officer of each Issuer (an "AUTHENTICATION ORDER"), authenticate
Notes for original issue in an aggregate principal amount specified in such
Authentication Order. The Authentication Order shall specify the amount of Notes
to be authenticated and the date on which the Notes are to be authenticated.

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

Section 2.03. Methods of Receiving Payments on the Notes.

            If a Holder has given wire transfer instructions to the Issuers, the
Issuers shall pay all principal, interest and premium and Additional Interest,
if any, on that Holder's Notes in accordance with those instructions. All other
payments on Notes shall be made at the office or agency of the Paying Agent and
Registrar within the City and State of New York unless the

                                       29
<PAGE>

Issuers elect to make interest payments by check mailed to the Holders at their
addresses set forth in the register of Holders.

Section 2.04. Registrar and Paying Agent.

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

            (b) The Issuers initially appoint DTC to act as Depositary with
respect to the Global Notes.

            (c) The Issuers initially appoint the Trustee to act as the
Registrar and Paying Agent and to act as Custodian with respect to the Global
Notes.

Section 2.05. Paying Agent to Hold Money in Trust.

            The Issuers shall require each Paying Agent other than the Trustee
to agree in writing that the Paying Agent shall hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium or Additional Interest, if any, or interest on the Notes, and
shall promptly notify the Trustee of any default by the Issuers in making any
such payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Issuers at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than the Parent or one of its
Subsidiaries) shall have no further liability for the money. If the Parent or
one of its Subsidiaries acts as Paying Agent, it shall segregate and hold in a
separate trust fund for the benefit of the Holders all money held by it as
Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the
Issuers, the Trustee shall serve as Paying Agent for the Notes.

Section 2.06. Holder Lists.

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

                                       30
<PAGE>

Section 2.07. Transfer and Exchange.

            (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes shall be exchanged
by the Issuers for Definitive Notes if (i) DTC (A) notifies the Issuers that it
is unwilling or unable to continue as Depositary for the Global Notes or (B) has
ceased to be a clearing agency registered under the Exchange Act, and in each
case the Issuers fail to appoint a successor Depositary; (ii) the Issuers, at
their option, notify the Trustee in writing that they elect to cause the
issuance of Definitive Notes; provided that in no event shall the Legended
Regulation S Global Note be exchanged by the Issuers for Definitive Notes other
than in accordance with Section 2.07(c)(ii); or (iii) there shall have occurred
and be continuing a Default or Event of Default with respect to the Notes. Upon
the occurrence of any of the preceding events in (i), (ii) or (iii) above,
Definitive Notes shall be issued in such names as the Depositary shall instruct
the Trustee. Global Notes also may be exchanged or replaced, in whole or in
part, as provided in Sections 2.08 and 2.11 hereof. Every Note authenticated and
delivered in exchange for, or in lieu of, a Global Note or any portion thereof,
pursuant to this Section 2.07 or Section 2.08 or 2.11 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Note. A
Global Note may not be exchanged for another Note other than as provided in this
Section 2.07(a); however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.07(b), (c) or (f) hereof.

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

            (i) Transfer of Beneficial Interests in the Same Global Note.
      Beneficial interests in any Restricted Global Note may be transferred to
      Persons who take delivery thereof in the form of a beneficial interest in
      the same Restricted Global Note in accordance with the transfer
      restrictions set forth in the Private Placement Legend; provided, however,
      that prior to the expiration of the Restricted Period, transfers of
      beneficial interests in the Legended Regulation S Global Note may not be
      made to a U.S. Person or for the account or benefit of a U.S. Person
      (other than an Initial Purchaser). Beneficial interests in any
      Unrestricted Global Note may be transferred to Persons who take delivery
      thereof in the form of a beneficial interest in an Unrestricted Global
      Note. No written orders or instructions shall be required to be delivered
      to the Registrar to effect the transfers described in this Section
      2.07(b)(i).

            (ii) All Other Transfers and Exchanges of Beneficial Interests in
      Global Notes. In connection with all transfers and exchanges of beneficial
      interests that are not subject to Section 2.07(b)(i) above, the transferor
      of such beneficial interest must deliver

                                       31
<PAGE>

      to the Registrar either (A) (1) a written order from a Participant or an
      Indirect Participant given to the Depositary in accordance with the
      Applicable Procedures directing the Depositary to credit or cause to be
      credited a beneficial interest in another Global Note in an amount equal
      to the beneficial interest to be transferred or exchanged and (2)
      instructions given in accordance with the Applicable Procedures containing
      information regarding the Participant account to be credited with such
      increase or (B) (1) a written order from a Participant or an Indirect
      Participant given to the Depositary in accordance with the Applicable
      Procedures directing the Depositary to cause to be issued a Definitive
      Note in an amount equal to the beneficial interest to be transferred or
      exchanged and (2) instructions given by the Depositary to the Registrar
      containing information regarding the Person in whose name such Definitive
      Note shall be registered to effect the transfer or exchange referred to in
      (1) above; provided that in no event shall Definitive Notes be issued upon
      the transfer or exchange of beneficial interests in the Legended
      Regulation S Global Note other than in accordance with Section
      2.07(c)(ii). Upon consummation of an Exchange Offer by the Issuers in
      accordance with Section 2.07(f), the requirements of this Section
      2.07(b)(ii) shall be deemed to have been satisfied upon receipt by the
      Registrar of the instructions contained in the Letter of Transmittal
      delivered by the holder of such beneficial interests in the Restricted
      Global Notes. Upon satisfaction of all of the requirements for transfer or
      exchange of beneficial interests in Global Notes contained in this
      Indenture and the Notes or otherwise applicable under the Securities Act,
      the Trustee shall adjust the principal amount at maturity of the relevant
      Global Notes pursuant to Section 2.07(i).

            (iii) Transfer of Beneficial Interests to Another Restricted Global
      Note. A beneficial interest in any Restricted Global Note may be
      transferred to a Person who takes delivery thereof in the form of a
      beneficial interest in another Restricted Global Note if the transfer
      complies with the requirements of Section 2.07(b)(ii) above and the
      Registrar receives the following:

                  (A) if the transferee shall take delivery in the form of a
            beneficial interest in the 144A Global Note, then the transferor
            must deliver a certificate in the form of Exhibit B, including the
            certifications in item (1) thereof; and

                  (B) if the transferee shall take delivery in the form of a
            beneficial interest in a Legended Regulation S Global Note, then the
            transferor must deliver a certificate in the form of Exhibit B,
            including the certifications in item (2) thereof.

            (iv) Transfer and Exchange of Beneficial Interests in a Restricted
      Global Note for Beneficial Interests in an Unrestricted Global Note. A
      beneficial interest in any Restricted Global Note may be exchanged by any
      Holder thereof for a beneficial interest in an Unrestricted Global Note or
      transferred to a Person who takes delivery thereof in the form of a
      beneficial interest in an Unrestricted Global Note if the exchange or
      transfer complies with the requirements of Section 2.07(b)(ii) above and:

                  (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the Holder of the

                                       32
<PAGE>

            beneficial interest to be transferred, in the case of an exchange,
            or the transferee, in the case of a transfer, certifies in the
            applicable Letter of Transmittal (1) it is not an affiliate (as
            defined in Rule 144) of either of the Issuers, (2) it is not engaged
            in, and does not intend to engage in, and has no arrangement or
            understanding with any Person to participate in, a distribution of
            the Exchange Notes to be issued in the Exchange Offer and (3) it is
            acquiring the Exchange Notes in its ordinary course of business;

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

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

                  (D) the Registrar receives the following:

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

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

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

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

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

                                       33
<PAGE>

      (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

      (i) Beneficial Interests in Restricted Global Notes to Restricted
Definitive Notes. If any holder of a beneficial interest in a Restricted Global
Note proposes to exchange such beneficial interest for a Restricted Definitive
Note or to transfer such beneficial interest to a Person who takes delivery
thereof in the form of a Restricted Definitive Note, then, upon receipt by the
Registrar of the following documentation:

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

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

            (C) [INTENTIONALLY OMITTED];

            (D) [INTENTIONALLY OMITTED];

            (E) if such beneficial interest is being transferred to an
      Institutional Accredited Investor in reliance on an exemption from the
      registration requirements of the Securities Act other than that listed in
      subparagraph (B) above, a certificate to the effect set forth in Exhibit B
      hereto, including the certifications, certificates and Opinion of Counsel
      required by item (3) thereof, if applicable; or

            (F) if such beneficial interest is being transferred to the Parent
      or any of its Subsidiaries, a certificate to the effect set forth in
      Exhibit B, including the certifications in item (3)(a) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 2.07(i) hereof, and the
Issuers shall execute and the Trustee shall authenticate and deliver to the
Person designated in the instructions a Definitive Note in the appropriate
principal amount. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.07(c) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive Note issued
in exchange for a beneficial interest in a Restricted Global Note pursuant to
this Section 2.07(c)(i) shall bear the Private Placement Legend and shall be
subject to all restrictions on transfer contained therein.

      (ii) Beneficial Interests in Legended Regulation S Global Note to
Definitive Notes. A beneficial interest in the Legended Regulation S Global Note
may not be exchanged for a Definitive Note or transferred to a Person who takes
delivery thereof in

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<PAGE>

the form of a Definitive Note prior to the expiration of the Restricted Period,
except in the case of a transfer pursuant to an exemption from the registration
requirements of the Securities Act other than Rule 903 or Rule 904.

      (iii) Beneficial Interests in Restricted Global Notes to Unrestricted
Definitive Notes. A holder of a beneficial interest in a Restricted Global Note
may exchange such beneficial interest for an Unrestricted Definitive Note or may
transfer such beneficial interest to a Person who takes delivery thereof in the
form of an Unrestricted Definitive Note only if:

            (A) such exchange or transfer is effected pursuant to the Exchange
      Offer in accordance with the Registration Rights Agreement and the holder
      of such beneficial interest, in the case of an exchange, or the
      transferee, in the case of a transfer, certifies in the applicable Letter
      of Transmittal that (1) it is not an affiliate (as defined in Rule 144) of
      either of the Issuers, (2) it is not engaged in, and does not intend to
      engage in, and has no arrangement or understanding with any Person to
      participate in, a distribution of the Exchange Notes to be issued in the
      Exchange Offer and (3) it is acquiring the Exchange Notes in its ordinary
      course of business;

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

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

            (D) the Registrar receives the following:

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

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

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

                                       35
<PAGE>

      (iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted
Definitive Notes. If any holder of a beneficial interest in an Unrestricted
Global Note proposes to exchange such beneficial interest for a Definitive Note
or to transfer such beneficial interest to a Person who takes delivery thereof
in the form of a Definitive Note, then, upon satisfaction of the conditions set
forth in Section 2.07(b)(ii), the Trustee shall cause the aggregate principal
amount of the applicable Global Note to be reduced accordingly pursuant to
Section 2.07(i), and the Issuers shall execute and the Trustee shall
authenticate and deliver to the Person designated in the instructions a
Definitive Note in the appropriate principal amount. Any Definitive Note issued
in exchange for a beneficial interest pursuant to this Section 2.07(c)(iv) shall
be registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive Note issued
in exchange for a beneficial interest pursuant to this Section 2.07(c)(iv) shall
not bear the Private Placement Legend.

      (d) Transfer and Exchange of Definitive Notes for Beneficial Interests.

      (i) Restricted Definitive Notes to Beneficial Interests in Restricted
Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange
such Note for a beneficial interest in a Restricted Global Note or to transfer
such Restricted Definitive Notes to a Person who takes delivery thereof in the
form of a beneficial interest in a Restricted Global Note, then, upon receipt by
the Registrar of the following documentation:

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

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

            (C) if such Restricted Definitive Note is being transferred to a
      Non-U.S. Person in an "OFFSHORE TRANSACTION" in accordance with Rule 903
      or Rule 904, a certificate to the effect set forth in Exhibit B, including
      the certifications in item (2) thereof; or

            (D) if such Restricted Definitive Note is being transferred to the
      Parent or any of its Subsidiaries, a certificate to the effect set forth
      in Exhibit B, including the certifications in item (3)(a) thereof,

the Trustee shall cancel the Restricted Definitive Note, and increase or cause
to be increased the aggregate principal amount of, in the case of clause (A)
above, the

                                       36
<PAGE>

appropriate Restricted Global Note, in the case of clause (B) above, the 144A
Global Note, and in the case of clause (C) above, the Regulation S Global Note.

      (ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted
Global Notes. A Holder of a Restricted Definitive Note may exchange such Note
for a beneficial interest in an Unrestricted Global Note or transfer such
Restricted Definitive Note to a Person who takes delivery thereof in the form of
a beneficial interest in an Unrestricted Global Note only if:

            (A) such exchange or transfer is effected pursuant to the Exchange
      Offer in accordance with the Registration Rights Agreement and the Holder,
      in the case of an exchange, or the transferee, in the case of a transfer,
      certifies in the applicable Letter of Transmittal (1) it is not an
      affiliate (as defined in Rule 144) of the Issuers, (2) it is not engaged
      in, and does not intend to engage in, and has no arrangement or
      understanding with any Person to participate in, a distribution of the
      Exchange Notes to be issued in the Exchange Offer and (3) it is acquiring
      the Exchange Notes in its ordinary course of business;

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

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

            (D) the Registrar receives the following:

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

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

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

      Upon satisfaction of the conditions of any of the subparagraphs in this
Section 2.07(d)(ii), the Trustee shall cancel the Definitive Notes and increase
or cause to be increased the aggregate principal amount of the Unrestricted
Global Note.

                                       37
<PAGE>

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

            If any such exchange or transfer from a Definitive Note to a
beneficial interest is effected pursuant to subparagraphs (ii)(B), (ii)(D) or
(iii) above at a time when an Unrestricted Global Note has not yet been issued,
the Issuers shall issue and, upon receipt of an Authentication Order in
accordance with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of Definitive Notes so transferred.

            (e) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.07(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.07(e).

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

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

                  (B) [INTENTIONALLY OMITTED]; and

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

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

                                       38
<PAGE>

                  (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the Holder, in the case of an exchange, or the transferee, in
            the case of a transfer, certifies in the applicable Letter of
            Transmittal that (1) it is not an affiliate (as defined in Rule 144)
            of either of the Issuers, (2) it is not engaged in, and does not
            intend to engage in, and has no arrangement or understanding with
            any Person to participate in, a distribution of the Exchange Notes
            to be issued in the Exchange Offer and (3) it is acquiring the
            Exchange Notes in its ordinary course of business;

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

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

                  (D) the Registrar receives the following:

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

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

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

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

            (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Issuers shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02, the
Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
affiliates (as defined in Rule 144) of either of the Issuers, (y) they are not
engaged in, and do not intend to engage in, and have

                                       39
<PAGE>

no arrangement or understanding with any Person to participate in, a
distribution of the Exchange Notes to be issued in the Exchange Offer and (z)
they are acquiring the Exchange Notes in their ordinary course of business and
(ii) Unrestricted Definitive Notes in an aggregate principal amount equal to the
principal amount of the Restricted Definitive Notes accepted for exchange in the
Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall
cause the aggregate principal amount of the applicable Restricted Global Notes
to be reduced accordingly, and the Issuers shall execute and the Trustee shall
authenticate and deliver to the Persons designated by the Holders of Restricted
Global Notes so accepted Unrestricted Global Notes in the appropriate principal
amount.

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

            (i) Private Placement Legend. Except as permitted below, each Global
      Note and each Definitive Note (and all Notes issued in exchange therefor
      or substitution thereof) shall bear the legend in substantially the
      following form:

            THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
            AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS.
            NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
            OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
            OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS
            SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
            REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE BY ITS
            ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
            SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF
            THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE
            ISSUERS OR ANY AFFILIATE OF THE ISSUERS WERE THE OWNER OF THIS NOTE
            HEREON (OR ANY PREDECESSOR OF THIS NOTE) (THE "RESALE RESTRICTION
            TERMINATION DATE") ONLY (A) TO THE PARENT OR ANY SUBSIDIARY THEREOF,
            (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
            SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE
            PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A
            PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER"
            AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR
            THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
            GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D)
            PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE
            THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
            SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
            THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
            PARENT'S

                                       40
<PAGE>

            AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
            (i) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40 DAY
            DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S
            UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE
            RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN
            OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
            SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE FOREGOING
            CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM
            APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR
            TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A
            HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

            Notwithstanding the foregoing, any Global Note or Definitive Note
      issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii),
      (d)(iii), (e)(ii), (e)(iii) or (f) to this Section 2.07 (and all Notes
      issued in exchange therefor or substitution thereof) shall not bear the
      Private Placement Legend.

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

            THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
            INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
            BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
            ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY
            MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION
            2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN
            WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE,
            (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
            CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS
            GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE
            PRIOR WRITTEN CONSENT OF THE ISSUERS.

            (h) Regulation S Global Note Legend. The Regulation S Global Note
shall bear a legend in substantially the following form:

            THE RIGHTS ATTACHING TO THIS REGULATION S GLOBAL NOTE, AND THE
            CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED
            NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).

            (i) Cancellation and/or Adjustment of Global Notes. At such time as
all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part,

                                       41
<PAGE>

each such Global Note shall be returned to or retained and canceled by the
Trustee in accordance with Section 2.12 hereof. At any time prior to such
cancellation, if any beneficial interest in a Global Note is exchanged for or
transferred to a Person who shall take delivery thereof in the form of a
beneficial interest in another Global Note or for Definitive Notes, the
principal amount of Notes represented by such Global Note shall be reduced
accordingly and an endorsement shall be made on such Global Note by the Trustee
or by the Depositary at the direction of the Trustee to reflect such reduction;
and if the beneficial interest is being exchanged for or transferred to a Person
who shall take delivery thereof in the form of a beneficial interest in another
Global Note, such other Global Note shall be increased accordingly and an
endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

            (j) General Provisions Relating to Transfers and Exchanges.

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

            (ii) No service charge shall be made to a Holder of a beneficial
      interest in a Global Note or to a Holder of a Definitive Note for any
      registration of transfer or exchange, but the Issuers may require payment
      of a sum sufficient to cover any transfer tax or similar governmental
      charge payable in connection therewith (other than any such transfer taxes
      or similar governmental charge payable upon exchange or transfer pursuant
      to Sections 2.11, 3.06, 3.08, 4.10, 4.14 and 9.05).

            (iii) The Registrar shall not be required to register the transfer
      of or exchange any Note selected for redemption in whole or in part,
      except the unredeemed portion of any Note being redeemed in part.

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

            (v) The Issuers shall not be required (A) to issue, to register the
      transfer of or to exchange any Notes during a period beginning at the
      opening of business 15 days before the day of mailing of a notice of
      redemption of Notes under Section 3.02 and ending at the close of business
      on the day of mailing, (B) to register the transfer of or to exchange any
      Note so selected for redemption in whole or in part, except the unredeemed
      portion of any Note being redeemed in part, (C) to register the transfer
      of or to exchange a Note between a record date and the next succeeding
      interest payment date or (D) to register the transfer of or to exchange a
      Note tendered and not withdrawn in connection with a Change of Control
      Offer or an Asset Sale Offer.

            (vi) Prior to due presentment for the registration of a transfer of
      any Note, the Trustee, any Agent and the Issuers may deem and treat the
      Person in whose name any

                                       42
<PAGE>

      Note is registered as the absolute owner of such Note for the purpose of
      receiving payment of principal of and interest on such Notes and for all
      other purposes, and none of the Trustee, any Agent or the Issuers shall be
      affected by notice to the contrary.

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

            (viii) All certifications, certificates and Opinions of Counsel
      required to be submitted to the Registrar pursuant to this Section 2.07 to
      effect a registration of transfer or exchange may be submitted by
      facsimile.

            (ix) The Trustee shall have no obligation or duty to monitor,
      determine or inquire as to compliance with any restrictions on transfer
      imposed under this Indenture or under applicable law with respect to any
      transfer of any interest in any Note (including any transfers between or
      among depositary participants or beneficial owners of interests in any
      Global Note) other than to require delivery by, and to do so if and when
      expressly required by the terms of, this Indenture, and to examine the
      same to determine substantial compliance as to form with the express
      requirements hereof.

            (x) Neither the Trustee nor any Agent shall have the responsibility
      for any actions taken or not take by the Depositary.

Section 2.08. Replacement Notes.

            (a) If any mutilated Note is surrendered to the Trustee or the
Issuers and the Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Note, the Issuers shall issue and the Trustee,
upon receipt of an Authentication Order, shall authenticate a replacement Note
if the Trustee's requirements are met. An indemnity bond must be supplied by the
Holder that is sufficient in the judgment of the Trustee and the Issuers to
protect the Issuers, the Trustee, any Agent and any authenticating agent from
any loss that any of them may suffer if a Note is replaced. The Issuers may
charge for their expenses in replacing a Note.

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

Section 2.09. Outstanding Notes.

            (a) The Notes outstanding at any time are all the Notes
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest in a Global Note effected
by the Trustee in accordance with the provisions hereof, and those described in
this Section as not outstanding. Except as set forth in Section 2.10, a Note
does not cease to be outstanding because the Issuers or an Affiliate of the
Issuers holds the Note; however, Notes held by the Parent or a Subsidiary
thereof shall not be deemed to be outstanding for purposes of Section 3.07(b).

                                       43
<PAGE>

              (b) If a Note is replaced pursuant to Section 2.08, it ceases to
be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser or protected purchaser.

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

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

Section 2.10. Treasury Notes.

              In determining whether the Holders of the required principal
amount of Notes have concurred in any direction, waiver or consent, Notes owned
by the Issuers, or by any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Issuers, shall
be considered as though not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in conclusively relying on
any such direction, waiver or consent, only Notes that a Responsible Officer of
the Trustee actually knows are so owned shall be so disregarded.

Section 2.11. Temporary Notes.

              (a) Until certificates representing Notes are ready for delivery,
the Issuers may prepare and the Trustee, upon receipt of an Authentication
Order, shall authenticate temporary Notes. Temporary Notes shall be
substantially in the form of Definitive Notes but may have variations that the
Issuers consider appropriate for temporary Notes and as shall be reasonably
acceptable to the Trustee. Without unreasonable delay, the Issuers shall prepare
and the Trustee shall authenticate definitive Notes in exchange for temporary
Notes.

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

Section 2.12. Cancellation.

              The Issuers at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall dispose of
canceled Notes in accordance with its customary procedures for the disposition
of canceled securities in effect as of the date of such disposition (subject to
the record retention requirement of the Exchange Act). Certification of the
disposition of all canceled Notes shall be delivered to the Issuers. The Issuers
may not issue new Notes to replace Notes that they have paid or that have been
delivered to the Trustee for cancellation.

                                       44
<PAGE>

Section 2.13. Defaulted Interest.

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

Section 2.14. CUSIP Numbers.

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

                                  ARTICLE THREE
                            REDEMPTION AND OFFERS TO
                                    PURCHASE

Section 3.01. Notices to Trustee.

              If the Issuers elect to redeem Notes pursuant to the optional
redemption provisions of Section 3.07, they shall furnish to the Trustee, at
least 30 days but not more than 60 days before a redemption date, an Officers'
Certificate setting forth (i) the clause of this Indenture pursuant to which the
redemption shall occur, (ii) the redemption date, (iii) the principal amount of
Notes to be redeemed and (iv) the redemption price.

Section 3.02. Selection of Notes to Be Redeemed.

              (a) If less than all of the Notes are to be redeemed at any time,
the Trustee shall select the Notes to be redeemed among the Holders of the Notes
in compliance with the requirements of the principal national securities
exchange, if any, on which the Notes are listed or, if the Notes are not so
listed, on a pro rata basis, by lot or in accordance with any other method the
Trustee shall deem fair and appropriate. In the event of partial redemption by
lot, the particular Notes to be redeemed shall be selected, unless otherwise
provided herein, not less than 30 nor more than 60 days prior to the redemption
date by the Trustee from the outstanding Notes not previously called for
redemption.

                                       45
<PAGE>

            (b) The Trustee shall promptly notify the Issuers in writing of the
Notes selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount at maturity thereof to be redeemed. No Notes in
amounts of $1,000 or less shall be redeemed in part. Notes and portions of Notes
selected shall be in amounts of $1,000 or whole multiples of $1,000; except that
if all of the Notes of a Holder are to be redeemed, the entire outstanding
amount of Notes held by such Holder, even if not a multiple of $1,000, shall be
redeemed. Except as provided in the preceding sentence, provisions of this
Indenture that apply to Notes called for redemption also apply to portions of
Notes called for redemption.

Section 3.03. Notice of Redemption.

            (a) At least 30 days but not more than 60 days before a redemption
date, the Issuers shall mail or cause to be mailed, by first class mail, a
notice of redemption to each Holder whose Notes are to be redeemed at its
registered address, except that redemption notices may be mailed more than 60
days prior to a redemption date if the notice is issued in connection with a
defeasance of the Notes or a satisfaction and discharge of this Indenture.

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

            (i) the redemption date;

            (ii) the redemption price;

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

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

            (v) that Notes called for redemption must be surrendered to the
      Paying Agent to collect the redemption price and become due on the date
      fixed for redemption;

            (vi) that, unless the Issuers default in making such redemption
      payment, interest, if any, on Notes called for redemption ceases to accrue
      on and after the redemption date;

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

            (viii) the CUSIP number, or any similar number, if any, printed on
      the Notes being redeemed; and

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

                                       46
<PAGE>

            (b) At the Issuers' request, the Trustee shall give the notice of
redemption in the Issuers' name and at their expense; provided, however, that
the Issuers shall have delivered to the Trustee, at least 45 days prior to the
redemption date, an Officers' Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph. The notice, if mailed in the manner provided herein
shall be presumed to have been given, whether or not the Holder receives such
notice.

Section 3.04. Effect of Notice of Redemption.

            Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price. Interest, if any, on Notes called for
redemption ceases to accrue on and after the redemption date, unless the Issuers
default in making the applicable redemption payment. A notice of redemption may
not be conditional.

Section 3.05.   Deposit of Redemption Price.

            (a) Not later than 12:00 p.m. (noon) Eastern Time on the redemption
date, the Issuers shall deposit with the Trustee or with the Paying Agent money
sufficient to pay the redemption price of and accrued and unpaid interest and
Additional Interest, if any, on all Notes to be redeemed on that date. The
Trustee or the Paying Agent shall promptly return to the Issuers any money
deposited with the Trustee or the Paying Agent by the Issuers in excess of the
amounts necessary to pay the redemption price of, and accrued and unpaid
interest on, all Notes to be redeemed.

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

Section 3.06. Notes Redeemed in Part.

            Upon surrender and cancellation of a Note that is redeemed in part,
the Issuers shall issue and the Trustee shall authenticate for the Holder at the
expense of the Issuers a new Note equal in principal amount to the unredeemed
portion of the Note surrendered. No Notes in denominations of $1,000 or less
shall be redeemed in part.

Section 3.07. Optional Redemption.

            (a) Except as set forth in paragraphs (b) and (c) of this Section
3.07, the Issuers shall not have the option to redeem the Notes prior to
February 15, 2010. On or after February 15, 2010, the Issuers may redeem all or
a part of the Notes upon not less than 30 nor

                                       47
<PAGE>

more than 60 days' notice, at the redemption prices (expressed as percentages of
principal amount) set forth below plus accrued and unpaid interest and
Additional Interest, if any, thereon, to the applicable redemption date, if
redeemed during the twelve-month period beginning on February 15 of the years
indicated below:

<TABLE>
<CAPTION>
YEAR                                                                       PERCENTAGE
----                                                                       ----------
<S>                                                                        <C>
2010.............................................................           103.875%

2011.............................................................           102.583%

2012.............................................................           101.292%

2013 and thereafter..............................................           100.000%
</TABLE>

            (b) At any time prior to February 15, 2008, the Issuers may redeem
up to 35% of the aggregate principal amount of Notes issued hereunder (including
any Additional Notes) at a redemption price of 107.750% of the principal amount
thereof, plus accrued and unpaid interest and Additional Interest, if any,
thereon to the redemption date, with the net cash proceeds of one or more Equity
Offerings; provided that (1) at least 65% of the aggregate principal amount of
Notes issued under this Indenture (including any Additional Notes) remains
outstanding immediately after the occurrence of such redemption (excluding Notes
held by the Parent or its Subsidiaries); and (2) the redemption must occur
within 90 days of the date of the closing of such Equity Offering.

            (c) At any time prior to February 15, 2010, the Issuers may redeem
all or part of the Notes upon not less than 30 nor more than 60 days' prior
notice at a redemption price equal to the sum of (i) 100% of the principal
amount thereof, plus (ii) the Applicable Premium as of the date of redemption,
plus (iii) accrued and unpaid interest and Additional Interest, if any, to the
date of redemption.

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

Section 3.08. Repurchase Offers.

            In the event that, pursuant to Section 4.10 or Section 4.14, the
Issuers shall be required to commence an offer to all Holders to purchase all or
a portion of their respective Notes (a "REPURCHASE OFFER"), they shall follow
the procedures specified in such Sections and, to the extent not inconsistent
therewith, the procedures specified below.

            The Repurchase Offer shall remain open for a period of no less than
30 days and no more than 60 days following its commencement, except to the
extent that a longer period is required by applicable law (the "OFFER PERIOD").
No later than three Business Days after the termination of the Offer Period (the
"PURCHASE DATE"), the Issuers shall purchase the principal amount of Notes
required to be purchased pursuant to Section 4.10 or 4.14 hereof (the "OFFER
AMOUNT") or, if less than the Offer Amount has been tendered, all Notes tendered
in response to

                                       48
<PAGE>

the Repurchase Offer. Payment for any Notes so purchased shall be made in the
same manner as interest payments are made.

            If the Purchase Date is on or after an interest record date and on
or before the related interest payment date, any accrued and unpaid interest
shall be paid to the Person in whose name a Note is registered at the close of
business on such record date, and no additional interest shall be payable to
Holders who tender Notes pursuant to the Repurchase Offer.

            Upon the commencement of a Repurchase Offer, the Issuers shall send,
by first class mail, a notice to the Trustee and each of the Holders, with a
copy to the Trustee. The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Repurchase
Offer. The Repurchase Offer shall be made to all Holders. The notice, which
shall govern the terms of the Repurchase Offer, shall state:

            (i) that the Repurchase Offer is being made pursuant to this Section
      3.08 and Section 4.10 or Section 4.14 hereof, and the length of time the
      Repurchase Offer shall remain open;

            (ii) the Offer Amount, the purchase price and the Purchase Date;

            (iii) that any Note not tendered or accepted for payment shall
      continue to accrue interest and Additional Interest, if any;

            (iv) that, unless the Issuers default in making such payment, any
      Note (or portion thereof) accepted for payment pursuant to the Repurchase
      Offer shall cease to accrue interest and Additional Interest, if any,
      after the Purchase Date;

            (v) that Holders electing to have a Note purchased pursuant to a
      Repurchase Offer may elect to have Notes purchased in integral multiples
      of $1,000 only;

            (vi) that Holders electing to have a Note purchased pursuant to any
      Repurchase Offer shall be required to surrender the Note, with the form
      entitled "Option of Holder to Elect Purchase" on the reverse of the Note
      completed, or transfer by book-entry transfer, to the Issuers, a
      depositary, if appointed by the Issuers, or a Paying Agent at the address
      specified in the notice at least three days before the Purchase Date;

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

            (viii) that, if the aggregate amount of Notes surrendered by Holders
      exceeds the Offer Amount, the Trustee shall, subject in the case of a
      Repurchase Offer made pursuant to Section 4.10 to the provisions of
      Section 4.10, select the Notes to be purchased on a pro rata basis (with
      such adjustments as may be deemed appropriate by the Trustee so that only
      Notes in denominations of $1,000, or integral multiples thereof, shall be
      purchased); and

                                       49
<PAGE>

            (ix) that Holders whose Notes were purchased only in part shall be
      issued new Notes equal in principal amount to the unpurchased portion of
      the Notes surrendered (or transferred by book-entry transfer).

            On the Purchase Date, the Issuers shall, to the extent lawful,
subject in the case of a Repurchase Offer made pursuant to Section 4.10 to the
provisions of Section 4.10, accept for payment on a pro rata basis to the extent
necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to
the Repurchase Offer, or if less than the Offer Amount has been tendered, all
Notes tendered, and shall deliver to the Trustee an Officers' Certificate
stating that such Notes (or portions thereof) were accepted for payment by the
Issuers in accordance with the terms of this Section 3.08. The Issuers, the
Depositary or the Paying Agent, as the case may be, shall promptly (but in any
case not later than three days after the Purchase Date) mail or deliver to each
tendering Holder an amount equal to the purchase price of Notes tendered by such
Holder, as the case may be, and accepted by the Issuers for purchase, and the
Issuers shall promptly issue a new Note. The Trustee, upon written request from
the Issuers shall authenticate and mail or deliver such new Note to such Holder,
in a principal amount equal to any unpurchased portion of the Note surrendered.
Any Note not so accepted shall be promptly mailed or delivered by the Issuers to
the respective Holder thereof. The Issuers shall publicly announce the results
of the Repurchase Offer on the Purchase Date.

            The Issuers shall comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to the
extent such laws or regulations are applicable in connection with the repurchase
of the Notes pursuant to a Repurchase Offer. To the extent that the provisions
of any securities laws or regulations conflict with Section 3.08, 4.10 or 4.14,
the Issuers shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations under Section 3.08, 4.10 or
4.14 by virtue of such compliance.

Section 3.09. No Sinking Fund.

            The Issuers are not required to make mandatory redemption or sinking
fund payments with respect to the Notes.

                                  ARTICLE FOUR
                                    COVENANTS

Section 4.01. Payment of Notes.

            (a) The Issuers shall pay or cause to be paid the principal of,
premium, if any, and interest on the Notes on the dates and in the manner
provided in the Notes. Principal, premium, if any, and interest shall be
considered paid on the date due if the Paying Agent, if other than the Parent or
one of its Subsidiaries, holds as of 12:00 p.m. (noon) Eastern Time on the due
date money deposited by the Issuers in immediately available funds and
designated for and sufficient to pay all principal, premium, if any, and
interest then due. The Issuers shall pay all Additional Interest, if any, in the
same manner on the dates and in the amounts set forth in the Registration Rights
Agreement.

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

Section 4.02. Maintenance of Office or Agency.

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

            (b) The Issuers may also from time to time designate one or more
other offices or agencies where the Notes may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Issuers of their obligation to maintain an office or agency in the
Borough of Manhattan, The City of New York for such purposes. The Issuers 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.

            (c) The Issuers hereby designates the Corporate Trust Office of the
Trustee as one such office or agency of the Issuers in accordance with Section
2.04 of this Indenture.

Section 4.03. Reports.

            (a) The Parent shall furnish to the Trustee and, upon request, to
beneficial owners and prospective investors a copy of all of the information and
reports referred to in clauses (i) and (ii) below within the time periods
specified in the Commission's rules and regulations:

            (i) all quarterly and annual financial information that would be
      required to be contained in a filing with the Commission on Forms 10-Q and
      10-K if the Parent were required to file such Forms, including a
      "Management's Discussion and Analysis of Financial Condition and Results
      of Operations" and, with respect to the annual information only, a report
      on the annual financial statements by the Parent's certified independent
      accountants; and

            (ii) all current reports that would be required to be filed with the
      Commission on Form 8-K if the Parent were required to file such reports.

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            Whether or not required by the Commission, the Parent shall comply
with the periodic reporting requirements of the Exchange Act and shall file the
reports specified in Section 4.03(a)(i) and Section 4.03(a)(ii) with the
Commission within the time periods specified above unless the Commission shall
not accept such a filing. The Parent agrees that it shall not take any action
for the purpose of causing the Commission not to accept any such filings. If,
notwithstanding the foregoing, the Commission shall not accept the Parent's
filings for any reason, the Parent shall post the reports referred to in the
preceding paragraph on its website within the time periods that would apply if
the Parent were required to file those reports with the Commission.

            (b) If the Parent has designated any of its Subsidiaries as
Unrestricted Subsidiaries, then the quarterly and annual financial information
required by this Section 4.03 shall include a reasonably detailed presentation,
either on the face of the financial statements or in the footnotes thereto, and
in "Management's Discussion and Analysis of Financial Condition and Results of
Operations," of the financial condition and results of operations of the Parent
and its Restricted Subsidiaries separate from the financial condition and
results of operations of the Parent's Unrestricted Subsidiaries.

            (c) The Issuers and the Guarantors, for so long as any Notes remain
outstanding, shall furnish to the Holders and to prospective investors, upon
their request, the information required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act.

            (d) Delivery of such reports, information and documents to the
Trustee pursuant to such provisions 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).

Section 4.04. Compliance Certificate.

            (a) The Parent and each Issuer and other Guarantor (to the extent
that such Issuer or Guarantor is so required under the TIA) shall deliver to the
Trustee, within 120 days after the end of each fiscal year, an Officers'
Certificate stating that a review of the activities of the Parent and its
Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determining whether the
Issuers and Guarantors have kept, observed, performed and fulfilled their
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to his or her knowledge, the Issuers and
Guarantors have kept, observed, performed and fulfilled their obligations under
this Indenture and are not in default in the performance or observance of any of
the terms, provisions and conditions of this Indenture (or, if a Default or
Event of Default shall have occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action the Issuers and
the Guarantors are taking or propose to take with respect thereto) and that to
his or her knowledge no event has occurred and remains in existence by reason of
which payments on account of the principal of or interest, if any, on the Notes
is prohibited or if such event has occurred, a description of the event and what
action the Issuers and the Guarantors are taking or propose to take with respect
thereto.

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            (b) So long as not contrary to the then current recommendations of
the American Institute of Certified Public Accountants or the Public Company
Accounting Oversight Board, the year-end financial statements delivered pursuant
to Section 4.03(a)(i) above shall be accompanied by a written statement of the
Parent's independent public accountants (which shall be a firm of established
national reputation) that in making the examination necessary for certification
of such financial statements, nothing has come to their attention that would
lead them to believe that the Issuers or the Guarantors have failed to comply
with the provisions of Article Four or Article Five hereof in so far as they
relate to financial or accounting matters or, if an event of noncompliance has
come to their attention, specifying the nature and period of existence thereof,
it being understood that such accountants shall not be liable directly or
indirectly to any Person for any failure to obtain knowledge of any such
violation.

            (c) The Parent and the Issuers shall, so long as any of the Notes
are outstanding, deliver to the Trustee, within 30 days after any Officer
becomes aware of any Default or Event of Default, an Officers' Certificate
specifying such Default or Event of Default and what action the Issuers and the
Guarantors are taking or propose to take with respect thereto.

Section 4.05. Taxes.

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

Section 4.06. Stay, Extension and Usury Laws.

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

Section 4.07. Restricted Payments.

            (a) The Parent shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly:

            (i) declare or pay (without duplication) any dividend or make any
      other payment or distribution on account of the Parent's or any of its
      Restricted Subsidiaries' Equity Interests (including, without limitation,
      any payment in connection with any merger or consolidation involving the
      Parent or any of its Restricted Subsidiaries) or to the direct or indirect
      holders of the Parent's or any of its Restricted Subsidiaries' Equity
      Interests in their capacity as such (other than dividends, payments or
      distributions (x) payable in Equity Interests (other than Disqualified
      Stock) of the Parent or (y) to the Parent or a Restricted Subsidiary of
      the Parent);

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            (ii) purchase, redeem or otherwise acquire or retire for value
      (including, without limitation, in connection with any merger or
      consolidation involving the Parent or any of its Restricted Subsidiaries)
      any Equity Interests of the Parent or any Restricted Subsidiary thereof
      held by Persons other than the Parent or any of its Restricted
      Subsidiaries;

            (iii) make any payment on or with respect to, or purchase, redeem,
      defease or otherwise acquire or retire for value any Indebtedness that is
      contractually subordinated to the Notes or any Note Guarantees, except (a)
      a payment of interest or principal at the Stated Maturity thereof or (b)
      the purchase, repurchase or other acquisition of any such Indebtedness in
      anticipation of satisfying a sinking fund obligation, principal
      installment or final maturity, in each case due within one year of the
      date of such purchase, repurchase or other acquisition; or

            (iv) make any Restricted Investment

(all such payments and other actions set forth in Section 4.07(a)(i) through
(iv) above being collectively referred to as "RESTRICTED PAYMENTS"),

unless, at the time of and after giving effect to such Restricted Payment:

                  (A) no Default or Event of Default shall have occurred and be
            continuing or would occur as a consequence thereof;

                  (B) the Parent would, after giving pro forma effect to such
            Restricted Payment as if such Restricted Payment had been made at
            the beginning of the applicable four-quarter period, have been
            permitted to Incur at least $1.00 of additional Indebtedness
            pursuant to the Consolidated Leverage Ratio test set forth in
            Section 4.09(a); and

                  (C) such Restricted Payment, together with the aggregate
            amount of all other Restricted Payments made by the Parent and its
            Restricted Subsidiaries after the Issue Date (excluding Restricted
            Payments permitted by clauses (2), (3), (4), (5), (6), (9) and (10)
            of Section 4.07(b)), is less than the sum, without duplication, of:

                        (1) an amount equal to the Parent's Consolidated Cash
                  Flow for the period (taken as one accounting period) from the
                  beginning of the first fiscal quarter commencing after the
                  Issue Date to the end of the Parent's most recently ended
                  fiscal quarter for which internal financial statements are
                  available (the "BASKET PERIOD") less 1.4 times the Parent's
                  Fixed Charges for the Basket Period, plus

                        (2) 100% of the aggregate net proceeds (including the
                  Fair Market Value of non-cash property) received by the Parent
                  since the Issue Date as a contribution to its common equity
                  capital or from the issue or sale of Equity Interests (other
                  than Disqualified Stock) of the Parent or from the Incurrence
                  of Indebtedness (including the issuance of

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                  Disqualified Stock) of the Parent or any of its Restricted
                  Subsidiaries that has been converted into or exchanged for
                  such Equity Interests (other than Equity Interests sold to, or
                  Indebtedness held by, a Subsidiary of the Parent), plus

                        (3) with respect to Restricted Investments made by the
                  Parent and its Restricted Subsidiaries after the Issue Date,
                  the aggregate amount of cash, or the Fair Market Value of
                  property other than cash, equal to the net reduction in such
                  Restricted Investments in any Person resulting from repayments
                  of loans or advances, or other transfers of assets, in each
                  case to the Parent or any Restricted Subsidiary or from the
                  net proceeds received in cash, or in property other than cash
                  (valued at such property's Fair Market Value), from the sale
                  of any such Restricted Investment (except, in each case, to
                  the extent any such payment or proceeds are included in the
                  calculation of Consolidated Net Income), from the release of
                  any Guarantee (except to the extent any amounts are paid under
                  such Guarantee) or from redesignations of Unrestricted
                  Subsidiaries as Restricted Subsidiaries.

            (b) Section 4.07(a) shall not prohibit, so long as, in the case of
Section 4.07(b)(5), (7), (8), (9) and (10), no Default has occurred and is
continuing or would be caused thereby:

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

                  (2) the payment of any dividend or other distribution by a
            Restricted Subsidiary of the Parent to the holders of its Common
            Stock on a pro rata basis;

                  (3) the making of any Restricted Payment in exchange for, or
            out of the net cash proceeds of a contribution to the common equity
            of the Parent or a substantially concurrent sale (other than to a
            Subsidiary of the Parent) of, Equity Interests (other than
            Disqualified Stock) of the Parent; provided that the amount of any
            such net cash proceeds that are utilized for any such Restricted
            Payment shall be excluded from Section 4.07(a)(C)(2);

                  (4) the defeasance, redemption, repurchase or other
            acquisition of Indebtedness subordinated to the Notes or the Note
            Guarantees with the net cash proceeds from an Incurrence of
            Permitted Refinancing Indebtedness;

                  (5) the declaration and payment of dividends or distributions
            to holders of any class or series of Disqualified Stock of the
            Parent or any Preferred Stock of its Restricted Subsidiaries issued
            or incurred in accordance with Section 4.09;

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<PAGE>

                  (6) the repurchase of Equity Interests deemed to occur upon
            the exercise of options or warrants to the extent that such Equity
            Interests represent all or a portion of the exercise price thereof;

                  (7) the repurchase of Equity Interests of the Parent
            constituting fractional shares in an aggregate amount since the
            Issue Date not to exceed $100,000;

                  (8) the repurchase, redemption or other acquisition or
            retirement for value of any Equity Interests of the Parent or any of
            its Restricted Subsidiaries held by any current or former employee,
            consultant or director of the Parent or any of its Restricted
            Subsidiaries pursuant to the terms of any employee equity
            subscription agreement, stock option agreement or similar agreement
            approved by a majority of the disinterested members of the Board of
            Directors of the Parent; provided that the aggregate price paid for
            all such repurchased, redeemed, acquired or retired Equity Interests
            in any fiscal year shall not exceed the sum of: (i) $10.0 million,
            with unused amounts pursuant to this subclause (i) being carried
            over to succeeding fiscal years; plus (ii) the aggregate net cash
            proceeds received by the Parent since the Issue Date as a
            contribution to its common equity capital or from the issue or sale
            of Equity Interests (other than Disqualified Stock) of the Parent to
            any current or former employee, consultant or director of the Parent
            or any of its Restricted Subsidiaries; provided that the amount of
            any such net cash proceeds that are used to permit a repurchase,
            redemption or other acquisition under this subclause (ii) shall be
            excluded from Section 4.07(a)(C)(2); plus (iii) the cash proceeds of
            any "key man" life insurance received by the Parent or any of its
            Restricted Subsidiaries (and not included in the Consolidated Cash
            Flow of the Parent) that are used to make such redemptions,
            repurchases, redemptions or other acquisitions;

                  (9) dividends paid by the Parent on its Common Stock in an
            amount equal to $0.18 per share on or about April 15, 2005 and $0.36
            per share on the immediately following dividend payment date; and

                  (10) other Restricted Payments in an aggregate amount not to
            exceed $15.0 million.

            (c) The amount of all Restricted Payments (other than cash) shall be
the Fair Market Value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued to or by the Parent or such
Subsidiary, as the case may be, pursuant to the Restricted Payment. Not later
than the date of making any Restricted Payment, the Parent shall deliver to the
Trustee an Officers' Certificate stating that such Restricted Payment is
permitted and setting forth the basis upon which the calculations required by
this Section 4.07 were computed, together with a copy of any opinion or
appraisal required by this Indenture.

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Section 4.08. Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries.

            (a) The Parent shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to:

            (i) pay dividends or make any other distributions on its Capital
      Stock (or with respect to any other interest or participation in, or
      measured by, its profits) to the Parent or any of its Restricted
      Subsidiaries or pay any liabilities owed to the Parent or any of its
      Restricted Subsidiaries;

            (ii) make loans or advances to the Parent or any of its Restricted
      Subsidiaries; or

            (iii) transfer any of its properties or assets to the Parent or any
      of its Restricted Subsidiaries.

            (b) However, the preceding restrictions shall not apply to
encumbrances or restrictions:

            (i) existing under, by reason of or with respect to the Credit
      Agreement, Existing Indebtedness or any other agreements in effect on the
      Issue Date and any amendments, modifications, restatements, renewals,
      extensions, supplements, refundings, replacements or refinancings thereof,
      provided that the encumbrances and restrictions in any such amendments,
      modifications, restatements, renewals, extensions, supplements,
      refundings, replacement or refinancings are, in the good faith judgment of
      the Parent's Board of Directors, no more restrictive, taken as a whole,
      than those contained in the Credit Agreement, Existing Indebtedness or
      such other agreements, as the case may be, as in effect on the Issue Date;

            (ii) set forth in this Indenture, the Notes and the Note Guarantees;

            (iii) existing under, by reason of or with respect to applicable
      law, rule regulation or order;

            (iv) with respect to any Person or the property or assets of a
      Person acquired by the Parent or any of its Restricted Subsidiaries
      existing at the time of such acquisition and not incurred in connection
      with or in contemplation of such acquisition, which encumbrance or
      restriction is not applicable to any Person or the properties or assets of
      any Person, other than the Person, or the property or assets of the
      Person, so acquired and any amendments, modifications, restatements,
      renewals, extensions, supplements, refundings, replacements or
      refinancings thereof, provided that the encumbrances and restrictions in
      any such amendments, modifications, restatements, renewals, extensions,
      supplements, refundings, replacement or refinancings are no more
      restrictive, taken as a whole, than those in effect on the date of the
      acquisition;

            (v) in the case of Section 4.08(a)(iii):

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                  (1) 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,

                  (2) 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 Parent or any Restricted Subsidiary thereof not
            otherwise prohibited by this Indenture,

                  (3) purchase money obligations for property acquired in the
            ordinary course of business that impose restrictions on the property
            so acquired, or

                  (4) 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 Parent or any Restricted Subsidiary thereof in any manner
            material to the Parent or any Restricted Subsidiary thereof;

            (vi) existing under, by reason of or with respect to any agreement
      for the sale or other disposition of all or substantially all of the
      Capital Stock of, or property and assets of, a Restricted Subsidiary that
      restrict distributions by that Restricted Subsidiary pending such sale or
      other disposition;

            (vii) on cash or other deposits or net worth imposed by customers or
      required by insurance, surety or bonding companies, in each case, under
      contracts entered into in the ordinary course of business;

            (viii) existing under, by reason of or with respect to Permitted
      Refinancing Indebtedness; provided that the restrictions contained in the
      agreements governing such Permitted Refinancing Indebtedness are no more
      restrictive, taken as a whole, than those contained in the agreements
      governing the Indebtedness being refinanced;

            (ix) existing under, by reason of or with respect to provisions with
      respect to the disposition or distribution of assets or property, in each
      case contained in joint venture agreements, limited liability company
      agreements and other similar agreements and which the Parent's Board of
      Directors determines shall not adversely affect the Issuers' ability to
      make payments of principal or interest payments on the Notes; and

            (x) existing under, by reason of or with respect to Indebtedness of
      any Guarantor; provided that the Parent's Board of Directors determines in
      good faith at the time such encumbrances or restrictions are created that
      they do not adversely affect the Issuers' ability to make payments of
      principal or interest on the Notes.

Section 4.09. Incurrence of Indebtedness.

            (a) The Parent shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, Incur any Indebtedness; provided,
however, that the Parent or any of its Restricted Subsidiaries may Incur
Indebtedness, if the Parent's Consolidated Leverage Ratio at the time of the
Incurrence of such additional Indebtedness, and after giving effect thereto, is
less than 5.25 to 1.

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            (b) Section 4.09(a) shall not prohibit the Incurrence of any of the
following items of Indebtedness (collectively, "PERMITTED DEBT"):

            (i) the Incurrence by the Parent or any of its Restricted
      Subsidiaries of Indebtedness under Credit Facilities in an aggregate
      principal amount at any one time outstanding pursuant to this clause (i)
      not to exceed $925.0 million, less the aggregate amount of all Net
      Proceeds of Asset Sales applied by the Parent or any Restricted Subsidiary
      thereof to permanently repay any such Indebtedness pursuant to Section
      4.10;

            (ii) the Incurrence of Existing Indebtedness;

            (iii) the Incurrence by the Issuers and the Guarantors of
      Indebtedness represented by the Notes and the related Note Guarantees to
      be issued on the Issue Date;

            (iv) the Incurrence by the Parent or any Restricted Subsidiary
      thereof of Indebtedness represented by Capital Lease Obligations, mortgage
      financings or purchase money obligations, in each case, Incurred for the
      purpose of financing all or any part of the purchase price or cost of
      construction or improvement of property (real or personal), plant or
      equipment used in the business of the Parent or such Restricted Subsidiary
      (whether through the direct acquisition of such assets or the acquisition
      of Equity Interests of any Person owning such assets), in an aggregate
      principal amount at any time outstanding, including all Permitted
      Refinancing Indebtedness Incurred to refund, refinance or replace any
      Indebtedness Incurred pursuant to this clause (iv), not to exceed the
      greater of (x) 5.0% of Tangible Assets at the time of Incurrence and (y)
      $50.0 million;

            (v) the Incurrence by the Parent or any Restricted Subsidiary
      thereof of Permitted Refinancing Indebtedness in exchange for, or the net
      proceeds of which are used to refund, refinance or replace Indebtedness
      (other than intercompany Indebtedness) that was permitted by this
      Indenture to be Incurred under Section 4.09(a) or clauses (ii), (iii),
      (iv), (v), or (xiv) of this Section 4.09(b);

            (vi) the Incurrence by the Parent or any of its Restricted
      Subsidiaries of intercompany Indebtedness owing to and held by the Parent
      or any of its Restricted Subsidiaries; provided, however, that:

                  (1) if the Issuers or any Guarantor is the obligor on such
            Indebtedness, such Indebtedness must be unsecured and expressly
            subordinated to the prior payment in full in cash of all Obligations
            with respect to the Notes, in the case of the Issuers, or the Note
            Guarantee, in the case of a Guarantor;

                  (2) Indebtedness owed to the Issuers or any Guarantor must be
            evidenced by an unsubordinated promissory note, unless the obligor
            under such Indebtedness is an Issuer or a Guarantor;

                  (3) (A) any subsequent issuance or transfer of Equity
            Interests that results in any such Indebtedness being held by a
            Person other than the Parent or a Restricted Subsidiary thereof and
            (B) any sale or other transfer of any such Indebtedness to a Person
            that is not either the Parent or a Restricted Subsidiary

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            thereof, shall be deemed, in each case, to constitute an Incurrence
            of such Indebtedness by the Parent or such Restricted Subsidiary, as
            the case may be, that was not permitted by this Section 4.09(b)(vi);

            (vii) the Guarantee by the Parent or any of its Restricted
      Subsidiaries of Indebtedness of the Parent or a Restricted Subsidiary
      thereof that was permitted to be Incurred by another provision of this
      Section 4.09;

            (viii) the Incurrence by the Parent or any of its Restricted
      Subsidiaries of Hedging Obligations that are Incurred for the purpose of
      fixing, hedging or swapping interest rate, commodity price or foreign
      currency exchange rate risk (or to reverse or amend any such agreements
      previously made for such purposes), and not for speculative purposes;

            (ix) the Incurrence by the Parent or any of its Restricted
      Subsidiaries of Indebtedness arising from agreements providing for
      indemnification, adjustment of purchase price or similar obligations, or
      Guarantees or letters of credit, surety bonds or performance bonds
      securing any obligations of the Parent 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), so long as the
      principal amount does not exceed the gross proceeds actually received by
      the Parent or any Restricted Subsidiary thereof in connection with such
      disposition;

            (x) the Incurrence by the Parent or any of its Restricted
      Subsidiaries of Indebtedness arising from the honoring by a bank or other
      financial institution of a check, draft or similar instrument drawn
      against insufficient funds in the ordinary course of business, provided,
      however, that such Indebtedness is extinguished within five Business Days
      of its Incurrence;

            (xi) the Incurrence by the Parent or any of its Restricted
      Subsidiaries of Indebtedness constituting reimbursement obligations with
      respect to letters of credit in respect of workers' compensation claims or
      self-insurance obligations or bid, performance, appeal or surety bonds (in
      each case other than for an obligation for borrowed money);

            (xii) the Incurrence by the Parent or any of its Restricted
      Subsidiaries of Indebtedness constituting reimbursement obligations with
      respect to letters of credit issued in the ordinary course of business;
      provided that, upon the drawing of such letters of credit or the
      Incurrence of such Indebtedness, such obligations are reimbursed within 30
      days following such drawing or Incurrence;

            (xiii) the Incurrence by the Issuers or any Guarantor of
      Indebtedness to the extent that the net proceeds thereof are promptly
      deposited to defease or to satisfy and discharge the Notes; and

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            (xiv) the Incurrence by the Parent or any of its Restricted
      Subsidiaries of additional Indebtedness in an aggregate principal amount
      at any time outstanding, including all Permitted Refinancing Indebtedness
      Incurred to refund, refinance or replace any Indebtedness Incurred
      pursuant to this Section 4.09(b)(xiv), not to exceed $50.0 million.

            For purposes of determining compliance with this Section 4.09, in
the event that any proposed Indebtedness meets the criteria of more than one of
the categories of Permitted Debt described in Section 4.09(b)(i) through (xiv)
above, or is entitled to be Incurred pursuant to Section 4.09(a), the Parent
shall be permitted to classify such item of Indebtedness at the time of its
Incurrence in any manner that complies with this Section 4.09. Indebtedness
under the Credit Agreement outstanding on the Issue Date shall be deemed to have
been Incurred on such date in reliance on the exception provided by Section
4.09(b)(i). Additionally, all or any portion of any item of Indebtedness may
later be reclassified as having been Incurred pursuant to Section 4.09(a) or
under any one of the categories of Permitted Debt described in Section
4.09(b)(i) through (xiv) so long as such Indebtedness is permitted to be
Incurred pursuant to such provision at the time of reclassification.

            (c) Notwithstanding any other provision of Section 4.09, the maximum
amount of Indebtedness that may be Incurred pursuant to Section 4.09 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.

            (d) None of the Issuers shall Incur any Indebtedness that is
contractually subordinate in right of payment to any other Indebtedness of such
Issuer unless it is contractually subordinate in right of payment to the Notes
to the same extent. No Guarantor shall Incur any Indebtedness that is
contractually subordinate in right of payment to any other Indebtedness of such
Guarantor unless it is contractually subordinate in right of payment to such
Guarantor's Note Guarantee to the same extent; provided that no Indebtedness
shall be deemed to be contractually subordinated in right of payment to any
other Indebtedness of any Issuer or any Guarantor, as applicable, solely by
reason of any Liens or Guarantees arising or created in respect thereof or by
virtue of the fact that the holders of any secured Indebtedness have entered
into intercreditor agreements giving one or more of such holders priority over
the other holders in the collateral held by them.

Section 4.10. Asset Sales.

            (a) The Parent shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:

            (i) the Parent (or the Restricted Subsidiary, as the case may be)
      receives consideration at the time of such Asset Sale at least equal to
      the Fair Market Value of the assets or Equity Interests issued or sold or
      otherwise disposed of; and

            (ii) at least 75% of the consideration therefor received by the
      Parent or such Restricted Subsidiary is in the form of cash, Cash
      Equivalents or Replacement Assets or a

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      combination of both. For purposes of this Section 4.10(a)(ii), each of the
      following shall be deemed to be cash:

                  (A) any liabilities (as shown on the Parent's or such
            Restricted Subsidiary's most recent balance sheet) of the Parent or
            any Restricted Subsidiary (other than contingent liabilities,
            Indebtedness that is by its terms subordinated to the Notes or any
            Note Guarantee and liabilities to the extent owed to the Parent or
            any Subsidiary of the Parent) that are assumed by the transferee of
            any such assets or Equity Interests pursuant to a written assignment
            and assumption agreement that releases the Parent or such Restricted
            Subsidiary from further liability therefor;

                  (B) any securities, notes or other obligations received by the
            Parent or any such Restricted Subsidiary from such transferee that
            are converted by the Parent or such Restricted Subsidiary into Cash
            Equivalents or Replacement Assets within 180 days of the receipt
            thereof (to the extent of the Cash Equivalents or Replacement Assets
            received in that conversion);

                  (C) any Designated Noncash Consideration received by the
            Parent or any of its Restricted Subsidiaries in such Asset Sale
            having an aggregate Fair Market Value, taken together with all other
            Designated Noncash Consideration received pursuant to this clause
            (C) that is at that time outstanding, not to exceed the greater of
            (x) 2.5% of Tangible Assets or (y) $25.0 million (with the Fair
            Market Value of each item of Designated Noncash Consideration being
            measured at the time received and without giving effect to
            subsequent changes in value).

            (b) Within 365 days after the receipt by the Parent or any of its
Restricted Subsidiaries of any Net Proceeds from an Asset Sale, the Parent or
such Restricted Subsidiary may apply such Net Proceeds at its option:

            (i) to repay (x) Indebtedness secured by assets of the Parent or its
      Restricted Subsidiaries (to the extent of the value of the assets securing
      such Indebtedness), (y) Obligations under the Credit Agreement or (z)
      Indebtedness of a Restricted Subsidiary of the Parent that is neither an
      Issuer nor a Guarantor (to the extent of the value of the assets of such
      Restricted Subsidiary); or

            (ii) to purchase Replacement Assets.

Pending the final application of any such Net Proceeds, the Parent or such
Restricted Subsidiary may temporarily reduce revolving credit borrowings or
otherwise invest such Net Proceeds in any manner that is not prohibited by this
Indenture.

            (c) On the 366th day after an Asset Sale or such earlier date, if
any, as the Parent determines not to apply the Net Proceeds relating to such
Asset Sale as set forth in Section 4.10(b) (each such date being referred as an
"EXCESS PROCEEDS TRIGGER DATE"), such aggregate amount of Net Proceeds that has
not been applied on or before the Excess Proceeds Trigger Date as permitted
pursuant to Section 4.10(b) ("EXCESS PROCEEDS") shall be applied by the Issuers
to make an offer (an "ASSET SALE OFFER") to all Holders of Notes and all holders
of

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other Indebtedness that is pari passu with the Notes or any Note Guarantee
containing provisions similar to those set forth in this Indenture with respect
to offers to purchase with the proceeds of sales of assets, to purchase the
maximum principal amount of Notes and such other pari passu Indebtedness that
may be purchased out of the Excess Proceeds. The offer price in any Asset Sale
Offer shall be equal to 100% of the principal amount of the Notes and such other
pari passu Indebtedness plus accrued and unpaid interest and Additional
Interest, if any, to the date of purchase, and shall be payable in cash.

            (d) The Issuers may defer the Asset Sale Offer until there are
aggregate unutilized Excess Proceeds equal to or in excess of $20.0 million
resulting from one or more Asset Sales, at which time the entire unutilized
amount of Excess Proceeds (not only the amount in excess of $20.0 million) shall
be applied as provided in Section 4.10(c). If any Excess Proceeds remain after
consummation of an Asset Sale Offer, the Parent and its Restricted Subsidiaries
may use such Excess Proceeds for any purpose not otherwise prohibited by this
Indenture. If the aggregate principal amount of Notes and such other pari passu
Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the Notes and such other pari passu Indebtedness shall be purchased on
a pro rata basis based on the principal amount of Notes and such other pari
passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the
Excess Proceeds subject to such Asset Sale shall no longer be deemed to be
Excess Proceeds.

            (e) The Issuers shall comply with the requirements of 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 connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the Asset Sales
provisions of this Indenture, the Issuers shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached their
obligations under the Asset Sale provisions of this Indenture by virtue of such
compliance.

Section 4.11. Transactions with Affiliates.

            (a) The Parent shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into, make, amend, renew or extend any transaction,
contract, agreement, understanding, loan, advance or Guarantee with, or for the
benefit of, any Affiliate (each, an "AFFILIATE TRANSACTION"), unless:

            (i) such Affiliate Transaction is on terms that are no less
      favorable to the Parent or the relevant Restricted Subsidiary than those
      that would have been obtained in a comparable arm's-length transaction by
      the Parent or such Restricted Subsidiary with a Person that is not an
      Affiliate of the Parent or any of its Restricted Subsidiaries; and

            (ii) the Parent delivers to the Trustee:

                  (1) with respect to any Affiliate Transaction or series of
            related Affiliate Transactions involving aggregate consideration in
            excess of $5.0 million, a Board Resolution set forth in an Officers'
            Certificate certifying that such

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            Affiliate Transaction or series of related Affiliate Transactions
            complies with this Section 4.11 and that such Affiliate Transaction
            or series of related Affiliate Transactions has been approved by a
            majority of the disinterested members of the Board of Directors of
            the Parent (if any); and

                  (2) with respect to any Affiliate Transaction or series of
            related Affiliate Transactions involving aggregate consideration in
            excess of $20.0 million, an opinion as to the fairness to the Parent
            or such Restricted Subsidiary of such Affiliate Transaction or
            series of related Affiliate Transactions from a financial point of
            view issued by an independent accounting, appraisal or investment
            banking firm of national standing.

            (b) The following items shall not be deemed to be Affiliate
Transactions and, therefore, shall not be subject to the provisions of Section
4.11(a):

            (i) transactions between or among the Parent and/or its Restricted
      Subsidiaries or any Person that shall become a Restricted Subsidiary as
      part of any such transactions (but excluding any such transaction to the
      extent that any payments thereunder made by the Parent or any of its
      Restricted Subsidiaries to such Person are substantially concurrently paid
      by such Person to any other Affiliate of the Parent, except to the extent
      that any such transaction would not be prohibited by this Section 4.11);

            (ii) payment of reasonable and customary fees to, and reasonable and
      customary indemnification and similar payments on behalf of, directors of
      the Parent;

            (iii) Permitted Investments and Restricted Payments that are
      permitted by the provisions of Section 4.07;

            (iv) any sale of Equity Interests (other than Disqualified Stock) of
      the Parent;

            (v) transactions pursuant to agreements or arrangements in effect on
      the Issue Date, or any amendment, modification, or supplement thereto or
      replacement thereof, as long as such agreement or arrangement, as so
      amended, modified, supplemented or replaced, taken as a whole, is not more
      disadvantageous to the Parent and its Restricted Subsidiaries than the
      original agreement or arrangement in existence on the Issue Date;

            (vi) any employment, consulting, service or termination agreement,
      or reasonable and customary indemnification arrangements, entered into by
      the Parent or any of its Restricted Subsidiaries with officers and
      employees of the Parent or any of its Restricted Subsidiaries and the
      payment of compensation to officers and employees of the Parent or any of
      its Restricted Subsidiaries (including amounts paid pursuant to employee
      benefit plans, employee stock option or similar plans), so long as such
      agreement or payment has been approved by a majority of the disinterested
      members of the Board of Directors of the Parent;

            (vii) payments or loans to employees or consultants in the ordinary
      course of business which are approved by a majority of the disinterested
      members of the Board of Directors of the Parent in good faith;

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<PAGE>

            (viii) transactions with a Person that is an Affiliate of the Parent
      solely because the Parent, directly or indirectly, owns Equity Interests
      in, or controls, such Person;

            (ix) transactions with customers, clients, suppliers or purchasers
      or sellers of goods or services, in each case in the ordinary course of
      business and otherwise in compliance with the terms of this Indenture,
      which are fair to the Parent and its Restricted Subsidiaries in the
      determination of a majority of the disinterested members of the Board of
      Directors or the senior management of the Parent, or are on terms at least
      as favorable as might reasonably have been obtained at such time from an
      unaffiliated party; and

            (x) payments by the Parent or any of its Restricted Subsidiaries to
      the Permitted Holders made for any financial advisory or consulting
      services in an aggregate amount (including payments made pursuant to any
      agreements or arrangements in effect on the date of this Indenture) not to
      exceed $2.0 million in any twelve-month period, which payments are
      approved in good faith by a majority of the disinterested members of the
      Parent's Board of Directors.

Section 4.12. Liens.

            The Parent shall not, and shall not permit any of its Restricted
Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or
become effective any Lien of any kind (other than Permitted Liens) upon any of
their property or assets, now owned or hereafter acquired, unless all payments
due under this Indenture and the Notes are secured on an equal and ratable basis
with the obligations so secured (or, in the case of Indebtedness subordinated to
the Notes or the related Note Guarantees, prior or senior thereto, with the same
relative priority as the Notes shall have with respect to such subordinated
Indebtedness) until such time as such obligations are no longer secured by a
Lien.

Section 4.13. Business Activities.

            The Parent shall not, and shall not permit any Restricted Subsidiary
thereof to, engage in any business other than Permitted Businesses, except to
such extent as would not be material to the Parent and its Restricted
Subsidiaries taken as a whole.

Section 4.14. Offer to Repurchase upon a Change of Control.

            (a) If a Change of Control occurs, each Holder of Notes shall have
the right to require the Issuers to repurchase all or any part (equal to $1,000
or an integral multiple thereof) of that Holder's Notes pursuant to an offer by
the Issuers (a "CHANGE OF CONTROL OFFER") at an offer price (a "CHANGE OF
CONTROL PAYMENT") in cash equal to not less than 101% of the aggregate principal
amount of the Notes repurchased plus accrued and unpaid interest and Additional
Interest, if any, thereon, to the date of repurchase (the "CHANGE OF CONTROL
PAYMENT DATE"). Within 30 days following any Change of Control (unless the
Issuers have exercised their right to redeem the Notes pursuant to Section 3.07
hereof), the Issuers shall mail a notice to each Holder describing the
transaction or transactions that constitute the Change of Control and offering
to repurchase Notes on the Change of Control Payment Date specified in such
notice, which date shall be no earlier than 30 days and no later than 60 days
from the date such notice is mailed, pursuant to the procedures described in
Section 3.08 (including the notice required

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thereby). The Issuers shall comply with the requirements of 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 connection with the
repurchase of the Notes as a result of a Change of Control. To the extent that
the provisions of any securities laws or regulations conflict with the Change of
Control provisions of this Indenture, the Issuers shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached their obligations under the Change of Control provisions of this
Indenture by virtue of such compliance.

            (b) On the Change of Control Payment Date, the Issuers shall, to the
extent lawful:

            (i) accept for payment all Notes or portions thereof properly
      tendered pursuant to the Change of Control Offer;

            (ii) deposit with the Paying Agent an amount equal to the Change of
      Control Payment in respect of all Notes or portions thereof so tendered;
      and

            (iii) deliver or cause to be delivered to the Trustee the Notes so
      accepted together with an Officers' Certificate stating the aggregate
      principal amount of Notes or portions thereof being purchased by the
      Company.

            (c) The Paying Agent shall promptly mail or wire transfer to each
Holder of Notes so tendered the Change of Control Payment for such Notes, and
the Trustee shall promptly authenticate and mail (or cause to be transferred by
book entry) to each Holder a new Note equal in principal amount to any
unpurchased portion of the Notes surrendered, if any; provided that each such
new Note shall be in a principal amount of $1,000 or an integral multiple
thereof.

            (d) The Issuers shall publicly announce the results of the Change of
Control Offer on or as soon as practicable after the Change of Control Payment
Date.

            (e) Notwithstanding anything to the contrary in this Section 4.14,
the Issuers shall not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set forth
in this Section 4.14 and all other provisions of this Indenture applicable to a
Change of Control Offer made by the Issuers and purchases all Notes tendered and
not withdrawn under such Change of Control Offer.

Section 4.15. [INTENTIONALLY LEFT BLANK].

Section 4.16. Designation of Restricted and Unrestricted Subsidiaries.

            (a) The Board of Directors of the Parent may designate any
Restricted Subsidiary of the Parent (other than (x) the Issuers or (y) any
Subsidiary of the Parent that owns Equity Interests in any of the Issuers) to be
an Unrestricted Subsidiary; provided that:

            (i) any Guarantee by the Parent or any Restricted Subsidiary thereof
      of any Indebtedness of the Subsidiary being so designated shall be deemed
      to be an Incurrence

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      of Indebtedness by the Parent or such Restricted Subsidiary (or both, if
      applicable) at the time of such designation, and such Incurrence of
      Indebtedness would be permitted under Section 4.09;

            (ii) the aggregate Fair Market Value of all outstanding Investments
      owned by the Parent and its Restricted Subsidiaries in the Subsidiary
      being so designated (including any Guarantee by the Parent or any
      Restricted Subsidiary thereof of any Indebtedness of such Subsidiary)
      shall be deemed to be a Restricted Investment made as of the time of such
      designation and that such Investment would be permitted under Section
      4.07;

            (iii) the Subsidiary being so designated:

                  (1) is not party to any agreement, contract, arrangement or
            understanding with the Parent or any Restricted Subsidiary thereof
            unless either (A) such agreement, contract, arrangement or
            understanding is with customers, clients, suppliers or purchasers or
            sellers of goods or services, in each case in the ordinary course of
            business and otherwise in compliance with the terms of this
            Indenture, which are fair to the Parent and its Restricted
            Subsidiaries in the determination of a majority of the disinterested
            members of the Board of Directors or the senior management of the
            Parent, or (B) the terms of any such agreement, contract,
            arrangement or understanding are no less favorable to the Parent or
            such Restricted Subsidiary than those that might be obtained at the
            time from Persons who are not Affiliates of the Parent;

                  (2) is a Person with respect to which neither the Parent nor
            any of its Restricted Subsidiaries has any direct or indirect
            obligation (A) to subscribe for additional Equity Interests or (B)
            to maintain or preserve such Person's financial condition or to
            cause such Person to achieve any specified levels of operating
            results; and

                  (3) has not Guaranteed or otherwise directly or indirectly
            provided credit support for any Indebtedness of the Parent or any of
            its Restricted Subsidiaries, except (A) to the extent such Guarantee
            or credit support would be released upon such designation or (B) a
            pledge of the Equity Interests of the Unrestricted Subsidiary that
            is the obligor thereunder; and

            (iv) no Default or Event of Default would be in existence following
      such designation.

            (b) Any designation of a Restricted Subsidiary of the Parent as an
Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the
Trustee the Board Resolution giving effect to such designation and an Officers'
Certificate certifying that such designation complied with the preceding
conditions and was permitted by this Indenture. If, at any time, any
Unrestricted Subsidiary would fail to meet any of the preceding requirements
described in Section 4.16(a)(iii), it shall thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness,
Investments, or Liens on the property, of such Subsidiary shall be deemed to be
Incurred or made by a Restricted Subsidiary of the Parent as of

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such date and, if such Indebtedness, Investments or Liens are not permitted to
be Incurred or made as of such date under this Indenture, the Parent shall be in
default under this Indenture.

            (c) The Board of Directors of the Parent may at any time designate
any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that:

            (i) such designation shall be deemed to be an Incurrence of
      Indebtedness by a Restricted Subsidiary of the Parent of any outstanding
      Indebtedness (including any Non-Recourse Debt) of such Unrestricted
      Subsidiary and such designation shall only be permitted if such
      Indebtedness is permitted under Section 4.09;

            (ii) all outstanding Investments owned by such Unrestricted
      Subsidiary shall be deemed to be made as of the time of such designation
      and such designation shall only be permitted if such Investments would be
      permitted under Section 4.07;

            (iii) all Liens upon property or assets of such Unrestricted
      Subsidiary existing at the time of such designation would be permitted
      under Section 4.12; and

            (iv) no Default or Event of Default would be in existence following
      such designation.

Section 4.17. Payments for Consent.

            The Parent shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any Holder of Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or the Notes unless such consideration is offered to be paid
and is paid to all Holders of the Notes that consent, waive or agree to amend in
the time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

Section 4.18.   Guarantees.

            The Parent shall not permit any of its Restricted Subsidiaries
(other than the Issuers and any Insignificant Subsidiary), directly or
indirectly, to Guarantee or pledge any assets to secure the payment of any other
Indebtedness of the Parent or any Domestic Restricted Subsidiary unless such
Restricted Subsidiary is a Guarantor or simultaneously executes and delivers to
the Trustee an Opinion of Counsel and a supplemental indenture providing for the
Guarantee of the payment of the Notes by such Restricted Subsidiary, which
Guarantee shall be senior to or pari passu with such Subsidiary's Guarantee of
such other Indebtedness.

Section 4.19. Sale and Leaseback Transactions.

            The Parent shall not, and shall not permit any of its Restricted
Subsidiaries to, enter into any Sale and Leaseback Transaction; provided that
the Parent or any Restricted Subsidiary thereof may enter into a Sale and
Leaseback Transaction if:

            (i) the Parent or such Restricted Subsidiary, as applicable, could
      have (A) Incurred Indebtedness in an amount equal to the Attributable Debt
      relating to such

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      Sale and Leaseback Transaction and (B) incurred a Lien to secure such
      Indebtedness pursuant to Section 4.12;

            (ii) the gross cash proceeds of that Sale and Leaseback Transaction
      are at least equal to the Fair Market Value of the property that is the
      subject of that Sale and Leaseback Transaction; and

            (iii) the transfer of assets in that Sale and Leaseback Transaction
      is permitted by, and the Parent applies the proceeds of such transaction
      in compliance with, Section 4.10.

Section 4.20. Limitation on Issuances and Sales of Equity Interests of the
Company.

            The Parent shall at all times own all of the issued and outstanding
Equity Interests of the Company (either directly or through one or more
Restricted Subsidiaries of the Parent (i) all of the Equity Interests of which
are owned by the Parent and (ii) that are Guarantors).

Section 4.21. Restrictions on Activities of Finance Corp.

            Finance Corp. shall not hold any material assets or become liable
for any Obligations or engage in any business activities; provided that Finance
Corp. may be a co-obligor of the Notes (including any Additional Notes) pursuant
to the terms of this Indenture, a borrower or guarantor pursuant to the terms of
the Credit Agreement or a co-obligor on other Indebtedness of the Company
permitted under this Indenture if the Company is an obligor of such Indebtedness
and the net proceeds of such Indebtedness are received by the Company or one or
more of the Company's Restricted Subsidiaries other than Finance Corp. Finance
Corp. may, as necessary, engage in any activities directly related to or
necessary in connection with serving as a co-obligor of the Notes, a borrower or
guarantor pursuant to the terms of the Credit Agreement and a co-obligor on such
other Indebtedness. The Company shall not sell or otherwise dispose of any of
its Equity Interests in Finance Corp. and shall not permit Finance Corp.,
directly or indirectly, to issue or sell or otherwise dispose of any of its
Equity Interests.

                                  ARTICLE FIVE
                                   SUCCESSORS

Section 5.01. Merger, Consolidation or Sale of Assets.

            (a) The Company shall not, directly or indirectly: (1) consolidate
or merge with or into another Person (whether or not the Company is the
surviving corporation) or (2) sell, assign, transfer, convey or otherwise
dispose of all or substantially all of the properties and assets of the Company
and its Restricted Subsidiaries taken as a whole, in one or more related
transactions, to another Person, unless:

            (i) either: (1) the Company is the surviving corporation; or (2) the
      Person formed by or surviving any such consolidation or merger (if other
      than the Company) or to which such sale, assignment, transfer, conveyance
      or other disposition shall have been made (A) is a corporation or limited
      liability company organized or existing under the laws of the United
      States, any state thereof or the District of Columbia (provided that, if

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<PAGE>

      the Person formed by or surviving such consolidation or merger, or the
      transferee of such properties or assets, is a limited liability company,
      then there shall be a Restricted Subsidiary of such Person which shall be
      a corporation organized in the jurisdictions permitted by this Section
      5.01(a)(i) and a co-obligor of the Notes) and (B) assumes all the
      obligations of the Company under the Notes, this Indenture and the
      Registration Rights Agreement pursuant to agreements reasonably
      satisfactory to the Trustee;

            (ii) immediately after giving effect to such transaction, no Default
      or Event of Default exists;

            (iii) immediately after giving effect to such transaction on a pro
      forma basis, the Company or the Person formed by or surviving any such
      consolidation or merger (if other than the Company), or to which such
      sale, assignment, transfer, conveyance or other disposition shall have
      been made, shall either (x) be permitted to Incur at least $1.00 of
      additional Indebtedness pursuant to the Consolidated Leverage Ratio test
      set forth in Section 4.09(a) or (y) have a Consolidated Leverage Ratio
      that is lower than the Consolidated Leverage Ratio of the Company
      immediately prior to such transaction; and

            (iv) each Guarantor, unless such Guarantor is the Person with which
      the Company has entered into a transaction under this Section 5.01, shall
      have by amendment to its Note Guarantee confirmed that its Note Guarantee
      shall apply to the obligations of the Company or the surviving Person in
      accordance with the Notes and this Indenture; and Finance Corp., unless it
      is the other party to the transactions described above, shall have by
      supplemental indenture confirmed its obligations under this Indenture and
      the Notes.

            (b) In addition, the Company and its Restricted Subsidiaries may
not, directly or indirectly, lease all or substantially all of the properties or
assets of the Company and its Restricted Subsidiaries considered as one
enterprise, in one or more related transactions, to any other Person. Section
5.01(a)(ii) and (iii) shall not apply to any merger, consolidation or sale,
assignment, transfer, conveyance or other disposition of assets between or among
the Company and any of its Restricted Subsidiaries. Section 5.01(a)(ii) and
(iii) shall also not apply to any transaction if, in the good faith
determination of the Board of Directors of the Parent, the sole purpose of the
transaction is to reincorporate the Company in another state of the United
States.

            (c) The Parent shall not, directly or indirectly: (1) consolidate or
merge with or into another Person (whether or not the Parent is the surviving
corporation) or (2) sell, assign, transfer, convey or otherwise dispose of all
or substantially all of the properties and assets of the Parent and its
Restricted Subsidiaries taken as a whole, in one or more related transactions,
to another Person, unless:

            (i) either: (1) the Parent is the surviving corporation; or (2) the
      Person formed by or surviving any such consolidation or merger (if other
      than the Parent) or to which such sale, assignment, transfer, conveyance
      or other disposition shall have been made (A) is a corporation or limited
      liability company organized or existing under the laws of the United
      States, any state thereof or the District of Columbia and (B) assumes all
      the obligations of the Parent under its Note Guarantee, this Indenture and
      the

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      Registration Rights Agreement pursuant to agreements reasonably
      satisfactory to the Trustee;

            (ii) immediately after giving effect to such transaction, no Default
      or Event of Default exists; and

            (iii) immediately after giving effect to such transaction on a pro
      forma basis, the Parent or the Person formed by or surviving any such
      consolidation or merger (if other than the Parent), or to which such sale,
      assignment, transfer, conveyance or other disposition shall have been
      made, shall either (x) be permitted to Incur at least $1.00 of additional
      Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in
      Section 4.09(a) or (y) have a Consolidated Leverage Ratio that is lower
      than the Consolidated Leverage Ratio of the Parent immediately prior to
      such transaction.

            (d) In addition, the Parent and its Restricted Subsidiaries may not,
directly or indirectly, lease all or substantially all of the properties or
assets of the Parent and its Restricted Subsidiaries considered as one
enterprise, in one or more related transactions, to any other Person. Section
5.01(c)(ii) and (iii) shall not apply to any merger, consolidation or sale,
assignment, transfer, conveyance or other disposition of assets between or among
the Parent and any of its Restricted Subsidiaries. Section 5.01(c)(ii) and (iii)
shall also not apply to any transaction if, in the good faith determination of
the Board of Directors of the Parent, the sole purpose of the transaction is to
reincorporate the Parent in another state of the United States.

Section 5.02. Successor Corporation Substituted.

            Upon any consolidation or merger, or any sale, assignment, transfer,
conveyance or other disposition of all or substantially all of the assets of the
Company in accordance with Section 5.01 hereof, the successor corporation formed
by such consolidation or into or with which the Company is merged or to which
such sale, assignment, transfer, conveyance or other disposition is made shall
succeed to, and be substituted for (so that from and after the date of such
consolidation, merger, sale, assignment, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor corporation and not to the Company), and may exercise every right
and power of, the Company under the Indenture with the same effect as if such
successor Person had been named as the Company in this Indenture. In the event
of any such transfer (other than any transfer by way of lease), the predecessor
Company will be released and discharged from all liabilities and obligations in
respect of the Notes and the Indenture and the predecessor Company may be
dissolved, wound up or liquidated at any time thereafter.

                                   ARTICLE SIX
                              DEFAULTS AND REMEDIES

Section 6.01. Events of Default.

            (a) Each of the following is an "EVENT OF DEFAULT":

            (i) default for 30 days in the payment when due of interest on, or
      Additional Interest with respect to, the Notes;

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            (ii) default in payment when due (whether at maturity, upon
      acceleration, redemption, required repurchase or otherwise) of the
      principal of, or premium, if any, on the Notes;

            (iii) failure by the Parent or any of its Restricted Subsidiaries to
      comply with Section 5.01;

            (iv) failure by Valor or any of its Restricted Subsidiaries for 30
      days after written notice by the Trustee or Holders representing 25% or
      more of the aggregate principal amount of Notes outstanding to comply with
      Section 4.10 or Section 4.14 (other than a failure to purchase Notes);

            (v) failure by the Parent or any of its Restricted Subsidiaries for
      60 days after written notice by the Trustee or Holders representing 25% or
      more of the aggregate principal amount of Notes outstanding to comply with
      any of the other agreements in this Indenture (other than a failure to
      purchase Notes);

            (vi) default under any mortgage, indenture or instrument under which
      there may be issued or by which there may be secured or evidenced any
      Indebtedness by the Parent or any of its Restricted Subsidiaries (or the
      payment of which is Guaranteed by the Parent or any of its Restricted
      Subsidiaries) whether such Indebtedness or Guarantee now exists, or is
      created after the Issue Date, if that default:

                  (A) is caused by a failure to make any principal payment when
            due at the final maturity of such Indebtedness and prior to the
            expiration of any grace period provided in such Indebtedness on the
            date of such default (a "PAYMENT DEFAULT"); or

                  (B) results in the acceleration of such Indebtedness prior to
            its express maturity,

      and, in each case, the principal amount of any such Indebtedness, together
      with the principal amount of any other such Indebtedness under which there
      has been a Payment Default or the maturity of which has been so
      accelerated, aggregates $20.0 million or more;

            (vii) failure by the Parent or any of its Restricted Subsidiaries to
      pay final judgments (to the extent such judgments are not paid or covered
      by insurance provided by a reputable carrier that has the ability to
      perform) aggregating in excess of $20.0 million, which judgments are not
      paid, discharged or stayed for a period of 60 days;

            (viii) except as permitted by this Indenture, any Note Guarantee
      shall be held in any judicial proceeding to be unenforceable or invalid or
      shall cease for any reason to be in full force and effect or any
      Guarantor, or any Person acting on behalf of any Guarantor, shall deny or
      disaffirm its obligations under its Note Guarantee; and

            (ix) the Parent, any Subsidiary of the Parent that owns Equity
      Interests in either Issuer, any Issuer or any Significant Subsidiary of
      the Parent (or any Restricted

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      Subsidiaries that together would constitute a Significant Subsidiary)
      pursuant to or within the meaning of Bankruptcy Law:

                  (A) commences a voluntary case,

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

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

                  (D) generally is not paying its debts as they become due; and

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

                  (A) is for relief against the Parent, any Subsidiary of the
            Parent that owns Equity Interests in either Issuer, any Issuer or
            any Significant Subsidiary of the Parent (or Restricted Subsidiaries
            that together would constitute a Significant Subsidiary), in an
            involuntary case; or

                  (B) appoints a custodian of the Parent, any Subsidiary of the
            Parent that owns Equity Interests in either Issuer, any Issuer or
            any Significant Subsidiary of the Parent (or Restricted Subsidiaries
            that together would constitute a Significant Subsidiary) or for all
            or substantially all of the property of the Parent, any Subsidiary
            of the Parent that owns Equity Interests in either Issuer, any
            Issuer or any Significant Subsidiary of the Parent (or Restricted
            Subsidiaries that together would constitute a Significant
            Subsidiary); or

                  (C) orders the liquidation of the Parent, any Subsidiary of
            the Parent that owns Equity Interests in either Issuer, any Issuer
            or any Significant Subsidiary of the Parent (or Restricted
            Subsidiaries that together would constitute a Significant
            Subsidiary);

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

Section 6.02. Acceleration.

            (a) In the case of an Event of Default specified in clauses (ix) and
(x) with respect to (i) the Parent, (ii) any Subsidiary of the Parent that owns
Equity Interests in either Issuer, (iii) either Issuer or (iv) any Significant
Subsidiary of the Parent (or any Restricted Subsidiaries that together would
constitute a Significant Subsidiary), all outstanding Notes will become due and
payable immediately without further action or notice. If any other Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes may declare all the Notes to be
due and payable immediately by notice in writing to the Company specifying the
Event of Default.

            (b) In the event of a declaration of acceleration of the Notes
because an Event of Default has occurred and is continuing as a result of the
acceleration of any Indebtedness

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described in Section 6.01(a)(vi), the declaration of acceleration of the Notes
shall be automatically annulled if the holders of all Indebtedness described in
Section 6.01(a)(vi) have rescinded the declaration of acceleration in respect of
such Indebtedness within 30 Business Days of the date of such declaration, and
if the annulment of the acceleration of the Notes would not conflict with any
judgment or decree of a court of competent jurisdiction, and all existing Events
of Default, except non-payment of principal or interest on the Notes that became
due solely because of the acceleration of the Notes, have been cured or waived.

            (c) In the case of any Event of Default occurring by reason of any
willful action or inaction taken or not taken by or on behalf of the Parent or
any of its Restricted Subsidiaries with the intention of avoiding payment of the
premium that the Issuers would have had to pay if the Issuers then had elected
to redeem the Notes pursuant to Section 3.07, an equivalent premium shall also
become and be immediately due and payable to the extent permitted by law upon
the acceleration of the Notes.

Section 6.03. Other Remedies.

            (a) If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of principal, premium, if
any, interest, and Additional Interest, if any, with respect to, the Notes or to
enforce the performance of any provision of the Notes or this Indenture.

            (b) The Trustee may maintain a proceeding even if it does not
possess any of the Notes or does not produce any of them in the proceeding. A
delay or omission by the Trustee or any Holder of a Note in exercising any right
or remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. All remedies
are cumulative to the extent permitted by law.

Section 6.04. Waiver of Past Defaults.

            Holders of a majority in aggregate principal amount of the Notes
then outstanding by notice to the Trustee may on behalf of the Holders of all of
the Notes waive any existing Default or Event of Default and its consequences
hereunder except a continuing Default or Event of Default in the payment of
interest or Additional Interest on, or the principal of, the Notes.

            The Issuers shall deliver to the Trustee an Officers' Certificate
stating that the requisite percentage of Holders have consented to such waiver
and attaching copies of such consents. In case of any such waiver, the Issuers,
the Trustee and the Holders shall be restored to their former positions and
rights hereunder and under the Notes, respectively. This Section 6.04 shall be
in lieu of Section 316(a)(1)(B) of the TIA and such Section 316(a)(1)(B) of the
TIA is hereby expressly excluded from this Indenture and the Notes, as permitted
by the TIA. 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 impair any right consequent thereon.

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Section 6.05. Control by Majority.

            The Holders of a majority in principal amount of the then
outstanding Notes will have the right to direct the time, method and place of
conducting any proceeding for exercising any remedy available to the Trustee.
However, 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 may take any
other action it deems proper that is not inconsistent with any such direction
received from Holders of Notes.

Section 6.06. Limitation on Suits.

            (a) A Holder may not pursue any remedy with respect to this
Indenture or the Notes unless:

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

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

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

            (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 60-day 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.

            (b) A Holder of a Note may not use this Indenture to affect, disturb
or prejudice the rights of another Holder of a Note or to obtain a preference or
priority over another Holder of a Note (it being understood that the Trustee
does not have an affirmative duty to ascertain whether or not such actions or
forbearances are unduly prejudicial to such Holder).

Section 6.07. Rights of Holders of Notes to Receive Payment.

            Notwithstanding any other provision of this Indenture, the right of
any Holder of a Note to receive payment of the principal of, premium or
Additional Interest, 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, which right shall not be impaired or affected without the consent of the
Holder.

Section 6.08. Collection Suit by Trustee.

            If an Event of Default specified in Section 6.01(a)(i) or (a)(ii)
occurs and is continuing, the Trustee is authorized to recover judgment in its
own name and as trustee of an

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express trust against the Issuers for the whole amount of principal of, premium,
if any, interest, and Additional Interest, if any, remaining unpaid on the Notes
and interest on overdue principal and premium, if any, and, to the extent
lawful, interest and Additional Interest, if any, and such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

Section 6.09. Trustee May File Proofs of Claim.

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

Section 6.10. Priorities.

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

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

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<PAGE>

            Third: to the Issuers or to such party as a court of competent
      jurisdiction shall direct.

            (b) The Trustee may fix a record date and payment date for any
payment to Holders of Notes pursuant to this Section 6.10.

Section 6.11. Undertaking for Costs.

            In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees 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 of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more
than ten percent in principal amount of the then outstanding Notes.

                                  ARTICLE SEVEN
                                     TRUSTEE

Section 7.01. Duties of Trustee.

            Except to the extent, if any, provided otherwise in the TIA (as from
time to time in effect):

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

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

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

                  (ii) in the absence of bad faith on its part, the Trustee may
            conclusively rely, as to the truth of the statements and the
            correctness of the opinions expressed therein, upon certificates or
            opinions furnished to the Trustee and conforming to the requirements
            of this Indenture. However, in the case of any certificates or
            opinions required to be delivered hereunder, the Trustee shall
            examine the certificates and opinions to determine whether or not
            they conform to the requirements of this Indenture (but need not
            confirm or investigate the accuracy of mathematical calculations or
            other facts stated therein).

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

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

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

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

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

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

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

Section 7.02. Certain Rights of Trustee.

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

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

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

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

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

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

            (g) 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 such event is sent to the Trustee
in accordance with Section 12.03, and such notice references the Notes.

            (h) In no event shall the Trustee be responsible or liable for
special, indirect, or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the
Trustee has been advised of the likelihood of such loss or damage and regardless
of the form of action.

            (i) 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 each agent, custodian and other Person employed
to act hereunder.

            (j) The Trustee may request that the Issuers deliver a certificate
setting forth the names of individuals and/or titles of officers authorized at
such time to take specified actions pursuant to this Indenture.

Section 7.03. Individual Rights of Trustee.

            The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may become a creditor of, or otherwise deal with,
the Issuers or any of their Affiliates with the same rights it would have if it
were not Trustee. However, in the event that the Trustee acquires any
conflicting interest as described in the Trust Indenture Act of 1939 (as in
effect at such time), it must eliminate such conflict within 90 days, apply to
the Commission for permission to continue as trustee or resign. Any Agent may do
the same with like rights and duties. The Trustee is also subject to Sections
7.10 and 7.11.

Section 7.04. Trustee's Disclaimer.

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

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Section 7.05. Notice of Defaults.

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

Section 7.06. Reports by Trustee to Holders of the Notes.

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

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

Section 7.07. Compensation and Indemnity.

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

            (b) The Issuers and the Guarantors shall indemnify the Trustee
against any and all losses, liabilities or expenses incurred by it arising out
of or in connection with the acceptance or administration of its duties under
this Indenture, including the costs and expenses of enforcing this Indenture
against the Issuers and the Guarantors (including this Section 7.07) and
defending itself against any claim (whether asserted by either of the Issuers or
any Holder or any other person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any
such loss, liability or expense may be attributable to its negligence, bad faith
or willful misconduct. The Trustee shall notify the Issuers and the Guarantors
promptly of any claim for which it may seek indemnity. Failure by the Trustee to
so notify the Issuers shall not relieve the Issuers of its obligations hereunder
unless the failure to notify the Issuers impairs the Issuers' ability to defend
such claim. The Issuers shall defend the

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claim and the Trustee shall cooperate in the defense. The Issuers need not pay
for any settlement made without its consent.

            (c) The obligations of the Issuers and the Guarantors under this
Section 7.07 shall survive the satisfaction and discharge of this Indenture and
resignation or removal of the Trustee.

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

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

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

Section 7.08. Replacement of Trustee.

            (a) 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.

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

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

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

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

            (iv) the Trustee becomes incapable of acting.

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

            (d) If a successor Trustee does not take office within 30 days after
the retiring Trustee resigns or is removed, the retiring Trustee, the Issuers,
or the Holders of at least 10% in

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principal amount of the then outstanding Notes may petition at the expense of
the Issuers any court of competent jurisdiction for the appointment of a
successor Trustee.

            (e) If the Trustee, after written request by any Holder who has been
a Holder for at least six months, fails to comply with Section 7.10, such Holder
may, at the expense of the Company, petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor Trustee.

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

Section 7.09. Successor Trustee by Merger, Etc.

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

Section 7.10. Eligibility; Disqualification.

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

            This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b).

Section 7.11. Preferential Collection of Claims Against Issuers.

            The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.
The Trustee hereby waives any right to set off any claim that it may have
against the Issuers in any capacity (other than as Trustee and Paying Agent)
against any of the assets of the Issuers held by the Trustee; provided, however,
that if the Trustee is or becomes a lender of any other Indebtedness permitted
hereunder to be pari passu with the Notes, then such waiver shall not apply to
the extent of such Indebtedness.

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                                  ARTICLE EIGHT
                       DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance.

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

Section 8.02. Legal Defeasance and Discharge.

            Upon the Issuers' exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Issuers shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from their obligations with respect to all outstanding Notes and all
obligations of the Guarantors shall be deemed to have been discharged with
respect to their obligations under the Note Guarantees on the date the
conditions set forth below are satisfied (hereinafter, "LEGAL DEFEASANCE"). For
this purpose, Legal Defeasance means that the Issuers and the Guarantors shall
be deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes and Note Guarantees, respectively, which shall thereafter be
deemed to be "outstanding" only for the purposes of Section 8.05 and the other
Sections of this Indenture referred to in (a) and (b) below, and to have
satisfied all their other obligations under such Notes and this Indenture (and
the Trustee, on demand of and at the expense of the Issuers, shall execute
proper instruments acknowledging the same), except for the following provisions
which shall survive until otherwise terminated or discharged hereunder: (a) the
rights of Holders of outstanding Notes to receive solely from the trust fund
described in Section 8.04, and as more fully set forth in such Section, payments
in respect of the principal of, premium, if any, interest and Additional
Interest, if any, on such Notes when such payments are due, (b) the Issuers'
obligations with respect to such Notes under Article Two concerning issuing
temporary Notes, registration of Notes and mutilated, destroyed, lost or stolen
Notes and the Issuers' obligations under Section 4.02, (c) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and the Issuers' and the
Guarantors' obligations in connection therewith and (d) this Article Eight.
Subject to compliance with this Article Eight, the Issuers may exercise their
option under this Section 8.02 notwithstanding the prior exercise of their
option under Section 8.03 hereof.

Section 8.03. Covenant Defeasance.

            Upon the Issuers' exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Issuers and the Guarantors shall, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be
released from their obligations under the covenants contained in Sections 4.07,
4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.16, 4.17, 4.18, 4.19, 4.20,
5.01(a)(iii) and 5.01(c)(iii) with respect to the outstanding Notes on and after
the date the conditions set forth in Section 8.04 are satisfied (hereinafter,
"COVENANT DEFEASANCE"), and the Notes shall thereafter be deemed not
"outstanding" for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed "outstanding" for all other purposes
hereunder

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(it being understood that such Notes shall not be deemed outstanding for
accounting purposes). For this purpose, Covenant Defeasance means that, with
respect to the outstanding Notes, the Issuers and the Guarantors may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such covenant or by reason of
any reference in any such covenant to any other provision herein or in any other
document and such omission to comply shall not constitute a Default or an Event
of Default under Section 6.01, but, except as specified above, the remainder of
this Indenture and such Notes shall be unaffected thereby. In addition, upon the
Issuers' exercise under Section 8.01 of the option applicable to this Section
8.03, subject to the satisfaction of the conditions set forth in Section 8.04,
Sections 6.01(a)(iii) through (viii) shall not constitute Events of Default.

Section 8.04. Conditions to Legal or Covenant Defeasance.

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

            (i) the Issuers must irrevocably deposit with the Trustee, in trust,
      for the benefit of the Holders of the Notes, cash in U.S. dollars,
      non-callable Government Securities, or a combination thereof, in such
      amounts as will be sufficient, in the opinion of a nationally recognized
      firm of independent public accountants, to pay the principal of, or
      interest and premium and Additional Interest, if any, on the outstanding
      Notes on the Stated Maturity or on the applicable redemption date, as the
      case may be, and the Issuers must specify whether the Notes are being
      defeased to maturity or to a particular redemption date;

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

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

            (iv) no Default or Event of Default shall have occurred and be
      continuing either: (a) on the date of such deposit; or (b) insofar as
      Events of Default from bankruptcy or insolvency events are concerned, at
      any time in the period ending on the 123rd day after the date of deposit;

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            (v) such Legal Defeasance or Covenant Defeasance will not result in
      a breach or violation of, or constitute a default under any material
      agreement or instrument to which the Parent or any of its Restricted
      Subsidiaries is a party or by which the Parent or any of its Restricted
      Subsidiaries is bound;

            (vi) the Company must have delivered to the Trustee an Opinion of
      Counsel to the effect that assuming no intervening bankruptcy of either of
      the Issuers or any Guarantor between the date of deposit and the 123rd day
      following the deposit and assuming that no Holder is an "insider" of the
      Issuers under applicable bankruptcy law, after the 123rd day following the
      deposit, the trust funds will not be subject to the effect of any
      applicable bankruptcy, insolvency, reorganization or similar laws
      affecting creditors' rights generally, including Section 547 of the United
      States Bankruptcy Code, and Section 15 of the New York Debtor and Creditor
      Law;

            (vii) the Issuers must deliver to the Trustee an Officers'
      Certificate stating that the deposit was not made by the Issuers with the
      intent of preferring the Holders over the other creditors of the Issuers
      with the intent of defeating, hindering, delaying or defrauding creditors
      of the Issuers or others;

            (viii) if the Notes are to be redeemed prior to their Stated
      Maturity, the Company must deliver to the Trustee irrevocable instructions
      to redeem all of the Notes on the specified redemption date; and

            (ix) the Company must deliver to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent (other than the expiration of the 123-day period referred to in
      Section 8.04(a)(vi)) relating to the Legal Defeasance or the Covenant
      Defeasance have been complied with.

Section 8.05. Deposited Money and Government Securities to Be Held in Trust;
              Other Miscellaneous Provisions.

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

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

            (c) Anything in this Article Eight to the contrary notwithstanding,
the Trustee shall deliver or pay to the Issuers from time to time upon the
request of the Issuers any money or

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non-callable Government Securities held by it as provided in Section 8.04 which,
in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee (which may
be the opinion delivered under Section 8.04(a)), are in excess of the amount
thereof that would then be required to be deposited to effect an equivalent
Legal Defeasance or Covenant Defeasance.

Section 8.06. Repayment to the Issuers.

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

Section 8.07. Reinstatement.

            If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.02 or
8.03, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Issuers' obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 and, in the case of a Legal Defeasance, the Guarantors'
obligations under their respective Note Guarantees shall be revised and
reinstated as though no deposit had occurred pursuant to Section 8.02, in each
case until such time as the Trustee or Paying Agent is permitted to apply all
such money in accordance with Section 8.02 or 8.03, as the case may be;
provided, however, that, if the Issuers make any payment of principal of,
premium, if any, or interest on any Note following the reinstatement of their
obligations, the Issuers shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money held by the Trustee or Paying
Agent.

                                  ARTICLE NINE
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01. Without Consent of Holders of Notes.

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

            (i) to cure any ambiguity, defect or inconsistency;

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

            (iii) to provide for the assumption of any of the Company's or
      Guarantor's obligations to Holders of Notes in the case of a merger or
      consolidation or sale of all or substantially all of such the Company's or
      Guarantor's assets;

            (iv) to make any change that would provide any additional rights or
      benefits to the Holders of Notes or that does not materially adversely
      affect the legal rights under this Indenture of any such Holder;

            (v) to comply with requirements of the Commission in order to effect
      or maintain the qualification of this Indenture under the Trust Indenture
      Act of 1939;

            (vi) to comply with Section 4.18;

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

            (viii) to provide for the issuance of Additional Notes in accordance
      with this Indenture; or

            (ix) to conform the text of this Indenture or the Notes to any
      provision of the section of the Offering Memorandum entitled "Description
      of Notes" to the extent that such provision in the "Description of Notes"
      was intended to conform to the text of this Indenture or the Notes.

            Upon the request of the Issuers accompanied by resolutions of their
Boards of Directors authorizing the execution of any such amended or
supplemental Indenture, and upon receipt by the Trustee of any documents
requested under Section 7.02(b) hereof, the Trustee shall join with the Issuers
in the execution of any amended or supplemental Indenture authorized or
permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into such amended or supplemental Indenture that
affects its own rights, duties or immunities under this Indenture or otherwise.

Section 9.02.   With Consent of Holders of Notes.

            (a) Except as otherwise provided in this Section 9.02, the Issuers,
the Guarantors and the Trustee may amend or supplement this Indenture or the
Notes with the consent of the Holders of at least a majority in principal amount
of the Notes then outstanding (including, without limitation, consents obtained
in connection with a purchase of, or tender offer or exchange offer for, Notes),
and, subject to Sections 6.04 and 6.07, any existing Default or Event of Default
or compliance with any provision of this Indenture or the Notes may be waived
with the consent of the Holders of a majority in principal amount of the then
outstanding Notes (including Additional Notes, if any) (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, Notes).

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            (b) The Issuers may, but shall not be obligated to, fix a record
date for the purpose of determining the Persons entitled to consent to any
indenture supplemental hereto. If a record date is fixed, the Holders on such
record date, or its duly designated proxies, and only such Persons, shall be
entitled to consent to such supplemental indenture, whether or not such Holders
remain Holders after such record date; provided that unless such consent shall
have become effective by virtue of the requisite percentage having been obtained
prior to the date which is 90 days after such record date, any such consent
previously given shall automatically and without further action by any Holder be
cancelled and of no further effect.

            (c) Upon the request of the Issuers accompanied by resolutions of
their Boards of Directors authorizing the execution of any such amendment or
supplement to this Indenture, and upon the filing with the Trustee of evidence
satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid,
and upon receipt by the Trustee of the documents described in Section 7.02(b),
the Trustee shall join with the Issuers in the execution of such amendment or
supplement unless such amendment or supplement directly affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such amendment or supplement.

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

            (e) After an amendment, supplement or waiver under this Section
becomes effective, the Issuers shall mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Issuers to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amendment,
supplement or waiver. Subject to Sections 6.04 and 6.07, the Holders of a
majority in aggregate principal amount of the then outstanding Notes (including
Additional Notes, if any) may waive compliance in a particular instance by the
Issuers with any provision of this Indenture, or the Notes. However, without the
consent of each Holder affected, an amendment or waiver under this Section 9.02
may not (with respect to any Notes held by a non-consenting Holder):

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

            (ii) reduce the principal of or change the fixed maturity of any
      Note or alter the provisions, or waive any payment, with respect to the
      redemption of the Notes other than provisions relating to Sections 4.10
      and 4.14 (except to the extent provided in clause (ix) below);

            (iii) reduce the rate of or change the time for payment of interest
      on any Note;

            (iv) waive a Default or Event of Default in the payment of principal
      of, or interest or premium, or Additional Interest, if any, on the Notes
      (except a rescission of acceleration of the Notes by the Holders of at
      least a majority in aggregate principal

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      amount of the Notes and a waiver of the payment default that resulted from
      such acceleration);

            (v) make any Note payable in money other than U.S. dollars;

            (vi) make any change in the provisions of this Indenture relating to
      waivers of past Defaults or the rights of Holders of Notes to receive
      payments of principal of, or interest or premium or Additional Interest,
      if any, on the Notes;

            (vii) release any Guarantor from any of its obligations under its
      Note Guarantee or this Indenture, except in accordance with the terms of
      this Indenture;

            (viii) impair the right to institute suit for the enforcement of any
      payment on or with respect to the Notes or the Note Guarantees;

            (ix) amend, change or modify the obligation of the Issuers to make
      and consummate an Asset Sale Offer with respect to any Asset Sale in
      accordance with Section 4.10 after the obligation to make such Asset Sale
      Offer has arisen, or the obligation of the Issuers to make and consummate
      a Change of Control Offer in the event of a Change of Control in
      accordance with Section 4.14 after such Change of Control has occurred,
      including, in each case, amending, changing or modifying any definition
      relating thereto;

            (x) except as otherwise permitted under Section 4.18 and Section
      5.01, consent to the assignment or transfer by the Issuers or any
      Guarantor of any of their rights or obligations under this Indenture;

            (xi) amend or modify any of the provisions of this Indenture or the
      related definitions affecting the ranking of the Notes or any Note
      Guarantee in any manner adverse to the Holders of the Notes or any Note
      Guarantee; and

            (xii) make any change in the preceding amendment and waiver
provisions.

Section 9.03. Compliance with Trust Indenture Act.

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

Section 9.04. Revocation and Effect of Consents.

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

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Section 9.05. Notation on or Exchange of Notes.

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

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

Section 9.06. Trustee to Sign Amendments, Etc.

            The Trustee shall sign any amendment or supplement to this Indenture
or any Note authorized pursuant to this Article Nine if the amendment or
supplement does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. The Issuers may not sign an amendment or supplemental
Indenture or Note until their Boards of Directors approve it. In executing any
amendment or supplement or Note, the Trustee shall receive and (subject to
Section 7.01) shall be fully protected in conclusively relying upon an Officers'
Certificate and an Opinion of Counsel stating that the execution of such
amendment or supplement is authorized or permitted by this Indenture.

                                  ARTICLE TEN
                                NOTE GUARANTEES

Section 10.01. Guarantee.

            (a) Subject to this Article Ten, each of the Guarantors hereby,
jointly and severally, and fully and unconditionally, guarantees to each Holder
of a Note authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, irrespective of the validity and enforceability of this
Indenture, the Notes or the obligations of the Issuers hereunder or thereunder,
that: (i) the principal of, premium, if any, and interest and Additional
Interest, if any, on the Notes will be promptly paid in full when due, whether
at maturity, by acceleration, redemption or otherwise, and interest on the
overdue principal of, premium, if any, and interest and Additional Interest, if
any, on the Notes, if lawful (subject in all cases to any applicable grace
period provided herein), and all other obligations of the Issuers to the Holders
or the Trustee hereunder or thereunder will be promptly paid in full, all in
accordance with the terms hereof and thereof; and (ii) in case of any extension
of time of payment or renewal of any Notes or any of such other obligations, the
same will be promptly paid in full when due in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.
Failing payment when due of any amount so guaranteed for whatever reason, the
Guarantors shall be jointly and severally obligated to pay the same immediately.
Each Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection.

            (b) The Guarantors hereby agree that, to the maximum extent
permitted under applicable law, their obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Issuers, any action
to enforce the same or

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any other circumstance which might otherwise constitute a legal or equitable
discharge or defense of a Guarantor. Subject to Section 6.06, each Guarantor
hereby waives diligence, presentment, demand of payment, filing of claims with a
court in the event of insolvency or bankruptcy of the Issuers, any right to
require a proceeding first against the Issuers, protest, notice and all demands
whatsoever and covenants that this Note Guarantee shall not be discharged except
by complete performance of the obligations contained in the Notes and this
Indenture.

            (c) If any Holder or the Trustee is required by any court or
otherwise to return to the Issuers, the Guarantors or any custodian, trustee,
liquidator or other similar official acting in relation to any of the Issuers or
the Guarantors, any amount paid by any of them to the Trustee or such Holder,
this Note Guarantee, to the extent theretofore discharged, shall be reinstated
in full force and effect.

            (d) Each Guarantor agrees that it shall not be entitled to any right
of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed hereby.
Each Guarantor further agrees that, as between the Guarantors, on the one hand,
and the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article Six for
the purposes of this Note Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of
such obligations as provided in Article Six hereof, such obligations (whether or
not due and payable) shall forthwith become due and payable by the Guarantors
for the purpose of this Note Guarantee. The Guarantors shall have the right to
seek contribution from any non-paying Guarantor so long as the exercise of such
right does not impair the rights of the Holders under the Note Guarantee.

Section 10.02. Limitation on Guarantor Liability.

            Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Note Guarantee of
such Guarantor not constitute (i) a fraudulent transfer or conveyance for
purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act or any similar federal or state law to the extent
applicable to its Note Guarantee or (ii) an unlawful distribution under any
applicable state law prohibiting shareholder distributions by an insolvent
subsidiary to the extent applicable to its Note Guarantee. To effectuate the
foregoing intention, the Trustee, the Holders and the Guarantors hereby
irrevocably agree that the obligations of such Guarantor will be limited to the
maximum amount as will, after giving effect to all other contingent and fixed
liabilities of such Guarantor that are relevant under such laws, and after
giving effect to any collections from, rights to receive contribution from or
payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under this Article Ten, result in the
obligations of such Guarantor under its Note Guarantee not constituting a
fraudulent transfer or conveyance or such an unlawful distribution.

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Section 10.03. Execution and Delivery of Note Guarantee.

            (a) If an Officer whose signature is on this Indenture no longer
holds that office at the time the Trustee authenticates the Note, the Note
Guarantee shall be valid nevertheless.

            (b) The delivery of any Note by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the Note
Guarantee set forth in this Indenture on behalf of the Guarantors.

            (c) If required by Section 4.18, the Parent shall cause such
Subsidiaries to execute supplemental indentures to this Indenture and Note
Guarantees in accordance with Section 4.18 and this Article Ten, to the extent
applicable.

Section 10.04. Guarantors May Consolidate, Etc., on Certain Terms.

            (a) A Guarantor (other than the Parent) may not sell or otherwise
dispose of all or substantially all of its assets to, or consolidate with or
merge with or into (whether or not such Guarantor is the surviving Person),
another Person, other than the Company or another Guarantor, unless:

            (i) immediately after giving effect to that transaction, no Default
      or Event of Default exists; and

            (ii) either:

                  (A) the Person acquiring the property in any such sale or
            disposition or the Person formed by or surviving any such
            consolidation or merger (if other than the Guarantor) is organized
            or existing under the laws of the United States, any state thereof
            or the District of Columbia and assumes all the obligations of that
            Guarantor under this Indenture, its Note Guarantee and the
            Registration Rights Agreement pursuant to a supplemental indenture
            satisfactory to the Trustee; or

                  (B) such sale or other disposition or consolidation or merger
            complies with Section 4.10.

            (b) In case of any such consolidation, merger, sale or conveyance
and upon the assumption by the successor Person, by supplemental indenture,
executed and delivered to the Trustee and satisfactory in form to the Trustee,
of the Note Guarantee and the due and punctual performance of all of the
covenants and conditions of this Indenture to be performed by a Guarantor, such
successor Person shall succeed to and be substituted for a Guarantor with the
same effect as if it had been named herein as a Guarantor. All the Note
Guarantees so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Note Guarantees theretofore and thereafter issued in
accordance with the terms of this Indenture as though all of such Note
Guarantees had been issued at the date of the execution hereof.

            (c) Except as set forth in Article Five, and notwithstanding clauses
(i) and (ii) of Section 10.04(a), nothing contained in this Indenture or in any
of the Notes shall prevent any

                                       92
<PAGE>

consolidation or merger of a Guarantor with or into an Issuer or another
Guarantor, or shall prevent any sale or conveyance of the property of a
Guarantor as an entirety or substantially as an entirety to an Issuer or another
Guarantor.

Section 10.05. Release of Guarantor.

            (a) The Note Guarantee of a Guarantor (other than (x) the Parent and
(y) any Subsidiary of the Parent that owns Equity Interests in any of the
Issuers) shall be released:

            (i) in connection with any transaction permitted by this Indenture
      after which such Guarantor would no longer constitute a Restricted
      Subsidiary of the Parent, if the sale of Capital Stock, if any, complies
      with Section 4.10;

            (ii) if the Parent properly designates any Restricted Subsidiary
      that is a Guarantor as an Unrestricted Subsidiary under this Indenture;

            (iii) upon satisfaction and discharge of the Notes as set forth
      under Section 11.01 or upon defeasance of the Notes as set forth under
      Article 8; or

            (iv) solely in the case of a Note Guarantee created pursuant to
      Section 4.18, upon the release or discharge of the Guarantee which
      resulted in the creation of such Note Guarantee pursuant to this Section
      4.18, except a discharge or release by or as a result of payment under
      such Guarantee.

            (b) Any Guarantor not released from its obligations under its Note
Guarantee shall remain liable for the full amount of principal of and interest
and Additional Interest, if any, on the Notes and for the other obligations of
any Guarantor under this Indenture as provided in this Article Ten.

                                 ARTICLE ELEVEN
                           SATISFACTION AND DISCHARGE

Section 11.01. Satisfaction and Discharge.

            (a) This Indenture shall be discharged and shall cease to be of
further effect as to all Notes issued hereunder, when:

            (i) either:

                  (A) all Notes that have been authenticated (except lost,
            stolen or destroyed Notes that have been replaced or paid and Notes
            for whose payment money has theretofore been deposited in trust and
            thereafter repaid to the Issuers) have been delivered to the Trustee
            for cancellation; or

                  (B) all Notes that have not been delivered to the Trustee for
            cancellation have become due and payable by reason of the mailing of
            a notice of redemption or otherwise or will become due and payable
            within one year and the Issuers or any Guarantor has irrevocably
            deposited or caused to be deposited with

                                       93
<PAGE>

            the Trustee as trust funds in trust solely for the benefit of the
            Holders, cash in U.S. dollars, non-callable Government Securities,
            or a combination thereof, in such amounts as will be sufficient
            without consideration of any reinvestment of interest, to pay and
            discharge the entire indebtedness on the Notes not delivered to the
            Trustee for cancellation for principal, premium and Additional
            Interest, if any, and accrued interest to the date of maturity or
            redemption;

            (ii) no Default or Event of Default shall have occurred and be
      continuing on the date of such deposit or shall occur as a result of such
      deposit and such deposit will not result in a breach or violation of, or
      constitute a default under, any other instrument to which the Issuers or
      any Guarantor are a party or by which the Issuers or any Guarantor are
      bound;

            (iii) the Issuers or any Guarantor have paid or caused to be paid
      all sums payable by them under this Indenture; and

            (iv) the Issuers have delivered irrevocable instructions to the
      Trustee under this Indenture to apply the deposited money toward the
      payment of the Notes at maturity or the redemption date, as the case may
      be.

            (b) In addition, the Issuers must deliver an Officers' Certificate
      and an Opinion of Counsel to the Trustee stating that all conditions
      precedent to satisfaction and discharge have been satisfied.

            (c) Notwithstanding the above, the Trustee shall pay to the Issuers
from time to time upon their request any cash or Government Securities held by
it as provided in this section which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
delivered to the Trustee, are in excess of the amount thereof that would then be
required to be deposited to effect a satisfaction and discharge under this
Article Eleven.

            (d) After the conditions to discharge contained in this Article
Eleven have been satisfied, and the Issuers have paid or caused to be paid all
other sums payable hereunder by the Issuers, and delivered to the Trustee an
Officers' Certificate and Opinion of Counsel, each stating that all conditions
precedent to satisfaction and discharge have been satisfied, the Trustee upon
written request shall acknowledge in writing the discharge of the obligations of
the Issuers and the Guarantors under this Indenture (except for those surviving
obligations specified Section 11.01).

Section 11.02. Deposited Money and Government Securities to Be Held in Trust;
Other Miscellaneous Provisions.

            Subject to Section 11.03 hereof, all money and non-callable
Government Securities (including the proceeds thereof) deposited with the
Trustee pursuant to Section 11.01 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Issuers acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of

                                       94
<PAGE>

principal, premium and Additional Interest, if any, and interest, but such money
need not be segregated from other funds except to the extent required by law.

Section 11.03. Repayment to the Issuers.

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

                                 ARTICLE TWELVE
                                  MISCELLANEOUS

Section 12.01. Trust Indenture Act Controls.

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

Section 12.02. Notices.

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

            If to the Issuers and/or any Guarantor:

            Valor Telecommunications Enterprises, LLC
            201 East John Carpenter Freeway, Suite 200
            Irving, Texas  75062

            Facsimile: (972) 373-1089
            Attention: Chief Financial Officer

                                 95
<PAGE>

            with a copy to:

            Kirkland & Ellis LLP
            Citigroup Center
            153 East 53rd Street
            New York, New York  10022

            Facsimile: (212) 446-6460
            Attention: Joshua N. Korff, Esq.

            If to the Trustee:

            The Bank of New York
            Corporate Trust Administration
            101 Barclay Street, 8th Floor West
            New York, New York 10286

            Facsimile: (212) 815-5707

            (b) The Issuers, the Guarantors or the Trustee, by notice to the
others may designate additional or different addresses for subsequent notices or
communications.

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

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

            (e) 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 on such waiver.

            (f) 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.

            (g) If a notice or communication is mailed in the manner provided
above within the time prescribed, it is duly given, whether or not the addressee
receives it.

                                       96
<PAGE>

            (h) If the Issuers mail a notice or communication to Holders, they
shall mail a copy to the Trustee and each Agent at the same time.

Section 12.03. Communication by Holders of Notes with Other Holders of Notes.

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

Section 12.04. Certificate and Opinion as to Conditions Precedent.

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

            (i) an Officers' Certificate (which shall include the statements set
      forth in Section 12.05 hereof) stating that, in the opinion of the
      signers, all conditions precedent and covenants, if any, provided for in
      this Indenture relating to the proposed action have been satisfied; and

            (ii) an Opinion of Counsel (which shall include the statements set
      forth in Section 12.05 hereof) stating that, in the opinion of such
      counsel (who may rely upon an Officers' Certificate or certificates of
      public officials as to matters of fact), all such conditions precedent and
      covenants have been satisfied.

Section 12.05. Statements Required in Certificate or Opinion.

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

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

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

            (iii) a statement that, in the opinion of such Person, he or she 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 such
      Person, such condition or covenant has been complied with.

                                       97
<PAGE>

Section 12.06. Rules by Trustee and Agents.

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

Section 12.07. No Personal Liability of Directors, Officers, Employees and
Stockholders.

            No director, officer, employee, incorporator, stockholder, member,
manager or partner of the Issuers or any Guarantor, as such, shall have any
liability for any obligations of the Issuers or the Guarantors under the Notes,
this Indenture, the Note Guarantees or for any claim based on, in respect of, or
by reason of, such obligations or their creation. Each Holder of Notes by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes. The waiver may not be
effective to waive liabilities under the federal securities laws.

Section 12.08. Governing Law.

            THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE AND THE NOTES.

Section 12.09. Consent to Jurisdiction.

            Any legal suit, action or proceeding arising out of or based upon
this Indenture or the transactions contemplated hereby ("RELATED PROCEEDINGS")
may be instituted in the federal courts of the United States of America located
in the City of New York or the courts of the State of New York in each case
located in the City of New York (collectively, the "SPECIFIED COURTS"), and each
party irrevocably submits to the non-exclusive jurisdiction of such courts in
any such suit, action or proceeding. Service of any process, summons, notice or
document by mail (to the extent allowed under any applicable statute or rule of
court) to such party's address set forth above shall be effective service of
process for any suit, action or other proceeding brought in any such court. The
parties irrevocably and unconditionally waive any objection to the laying of
venue of any suit, action or other proceeding in the Specified Courts and
irrevocably and unconditionally waive and agree not to plead or claim in any
such court has been brought in an inconvenient forum.

Section 12.10. No Adverse Interpretation of Other Agreements.

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

Section 12.11. Successors.

            All agreements of the Issuers in this Indenture and the Notes shall
bind its successors. All agreements of the Trustee in this Indenture shall bind
its successors. All agreements of each Guarantor in this Indenture shall bind
such Guarantor's successors, except as otherwise provided in Section 10.04.

                                       98
<PAGE>

Section 12.12. Severability.

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

Section 12.13. Counterpart Originals.

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

Section 12.14. Acts of Holders.

            (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by the
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agents duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Issuers. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "ACT" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and conclusive in favor of the Trustee and the Issuers if made in the
manner provided in this Section 12.14.

            (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to such witness, notary or officer the
execution thereof. Where such execution is by a signer acting in a capacity
other than his individual capacity, such certificate or affidavit shall also
constitute sufficient proof of authority. The fact and date of the execution of
any such instrument or writing, or the authority of the Person executing the
same, may also be proved in any other manner which the Trustee deems sufficient.

            (c) Notwithstanding anything to the contrary contained in this
Section 12.14, the principal amount and serial numbers of Notes held by any
Holder, and the date of holding the same, shall be proved by the register of the
Notes maintained by the Registrar as provided in Section 2.04.

            (d) If the Issuers shall solicit from the Holders of the Notes any
request, demand, authorization, direction, notice, consent, waiver or other Act,
the Issuers may, at their option, by or pursuant to resolutions of their Boards
of Directors, fix in advance a record date for the determination of Holders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Issuers shall have no obligation to do so.
Notwithstanding TIA Section 316(c), such record date shall be the record date
specified in or pursuant to such resolution, which shall be a date not earlier
than the date 30 days prior to the first solicitation of Holders generally in
connection therewith or the date of the most recent list of

                                       99
<PAGE>

Holders forwarded to the Trustee prior to such solicitation pursuant to Section
2.06 and not later than the date such solicitation is completed. If such a
record date is fixed, such request, demand, authorization, direction, notice,
consent, waiver or other Act may be given before or after such record date, but
only the Holders of record at the close of business on such record date shall be
deemed to be Holders for the purposes of determining whether Holders of the
requisite proportion of the then outstanding Notes have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for that purpose the then outstanding Notes shall be
computed as of such record date; provided that no such authorization, agreement
or consent by the Holders on such record date shall be deemed effective unless
it shall become effective pursuant to the provisions of this Indenture not later
than eleven months after the record date.

            (e) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Note shall bind every future Holder of
the same Note and the Holder of every Note issued upon the registration or
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Issuers in
reliance thereon, whether or not notation of such action is made upon such Note.

            (f) Without limiting the foregoing, a Holder entitled hereunder to
take any action hereunder with regard to any particular Note may do so itself
with regard to all or any part of the principal amount of such Note or by one or
more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount.

Section 12.15. Benefit of Indenture.

            Nothing in this Indenture or the Notes, express or implied, shall
give to any Person, other than the parties hereto, any Paying Agent, any
Registrar and its successors hereunder, and the Holders, any benefit or any
legal or equitable right, remedy or claim under this Indenture.

Section 12.16. Table of Contents, Headings, Etc.

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

                            [SIGNATURE PAGES FOLLOW]

                                      100
<PAGE>

            IN WITNESS WHEREOF, the parties have executed this Indenture as of
February 14, 2005.

                                  VALOR TELECOMMUNICATIONS ENTERPRISES, LLC

                                  VALOR TELECOMMUNICATIONS ENTERPRISES
                                  FINANCE CORP.

                                  VALOR COMMUNICATIONS GROUP

                                  DCS HOLDING CO.

                                  ECS HOLDING CO.

                                  KCS HOLDING CO.

                                  SCD SHARING PARTNERSHIP, L.P.

                                  SCE SHARING PARTNERSHIP, L.P.

                                  VALOR TELECOMMUNICATIONS, LLC

                                  VALOR TELECOMMUNICATIONS OF TEXAS, LP

                                  VALOR TELECOMMUNICATIONS EQUIPMENT, LP

                                  VALOR TELECOMMUNICATIONS SERVICES, LP

                                  VALOR TELECOMMUNICATIONS INVESTMENTS, LLC

                                  VALOR TELECOMMUNICATIONS LD, LP

                                  SOUTHWEST NETWORK ENHANCED SERVICES, LP

                                  WESTERN ACCESS SERVICES, LLC

                                  WESTERN ACCESS SERVICES OF ARIZONA, LLC

                                  WESTERN ACCESS SERVICES OF ARKANSAS, LLC




<PAGE>

                                  WESTERN ACCESS SERVICES OF COLORADO, LLC

                                  WESTERN ACCESS SERVICES OF OKLAHOMA, LLC

                                  WESTERN ACCESS SERVICES OF NEW MEXICO, LLC

                                  WESTERN ACCESS SERVICES OF TEXAS, LP

                                  VALOR TELECOMMUNICATIONS CORPORATE GROUP, LP

                                  VALOR TELECOMMUNICATIONS SOUTHWEST, LLC

                                  VALOR TELECOMMUNICATIONS SOUTHWEST II, LLC

                                  VALOR TELECOMMUNICATIONS ENTERPRISES II, LLC

                                  KERRVILLE COMMUNICATIONS CORPORATION

                                  KERRVILLE COMMUNICATIONS MANAGEMENT, LLC

                                  KERRVILLE COMMUNICATIONS ENTERPRISES, LLC

                                  ADVANCED TEL-COM SYSTEMS, LP

                                  KERRVILLE TELEPHONE, LP

                                  KERRVILLE CELLULAR, LP

                                  KCC TELCOM, LP

                                  KERRVILLE CELLULAR MANAGEMENT, LLC

                                  KERRVILLE CELLULAR HOLDINGS, LLC

                                  KERRVILLE MOBILE HOLDINGS, INC.

                                  KERRVILLE WIRELESS HOLDINGS, LP

                                  HARPER TELEPHONE LP

                                  By: /s/ William M. Ojile, Jr.
                                      ----------------------------
                                      Name:  William M. Ojile, Jr.
                                      Title: Secretary



<PAGE>

                                  THE BANK OF NEW YORK, as Trustee

                                  By: /s/ Beata Hryniewicka
                                      ---------------------------
                                      Name: /s/ Beata Hryniewicka
                                      Title: Assistant Treasurer

<PAGE>

                                                                       EXHIBIT A

                                 [Face of Note]

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE
HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE
DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND
THE LAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE OF THE ISSUERS WERE THE
OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) (THE "RESALE RESTRICTION
TERMINATION DATE") ONLY (A) TO THE PARENT OR ANY SUBSIDIARY THEREOF, (B)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C)
FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS
AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE ISSUERS' AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
TRANSFER (i) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40 DAY DISTRIBUTION
COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR
PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION

                                      A-1
<PAGE>

SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE FOREGOING CASES, TO
REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS
COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE
REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE.

  [ADDITIONAL LANGUAGE FOR REGULATION S NOTE TO BE INSERTED AFTER PARAGRAPH 1]

THE RIGHTS ATTACHING TO THIS REGULATION S GLOBAL NOTE, AND THE CONDITIONS AND
PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN
THE INDENTURE (AS DEFINED HEREIN).

                                      A-2
<PAGE>

                                                                           CUSIP

No.                                                             **$___________**

                    VALOR TELECOMMUNICATIONS ENTERPRISES, LLC
               VALOR TELECOMMUNICATIONS ENTERPRISES FINANCE CORP.

                          7-3/4% SENIOR NOTES DUE 2015

Issue Date:

            Valor Telecommunications Enterprises, LLC, a Delaware limited
liability company, and Valor Telecommunications Enterprises Finance Corp., a
Delaware corporation, (together, the "ISSUERS," 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
$[___________] on February 15, 2015.

Interest Payment Dates: February 15 and August 15, commencing [____________].

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.

                            [SIGNATURE PAGE FOLLOWS]

                                      A-3
<PAGE>

            IN WITNESS WHEREOF, the Issuers have caused this Note to be signed
manually or by facsimile by its duly authorized officer.

                                       VALOR TELECOMMUNICATIONS ENTERPRISES, LLC

                                       By: _____________________________________
                                           Name:
                                           Title:

                                       VALOR TELECOMMUNICATIONS ENTERPRISES
                                       FINANCE CORP.

                                       By: _____________________________________
                                           Name:
                                           Title:

                                      A-4
<PAGE>

                    (Trustee's Certificate of Authentication)

This is one of the 7-3/4% Senior Notes due 2015 described in the
within-mentioned Indenture.

Dated: [______________]

THE BANK OF NEW YORK,
as Trustee

By: __________________________________
    Authorized Signatory

                                      A-5
<PAGE>

                             [Reverse Side of Note]

                    VALOR TELECOMMUNICATIONS ENTERPRISES, LLC
               VALOR TELECOMMUNICATIONS ENTERPRISES FINANCE CORP.

                          7-3/4% Senior Notes due 2015

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

            1. Interest. The Issuers promise to pay interest on the principal
amount of this Note at 7-3/4% per annum from the date hereof until maturity and
shall pay the Additional Interest, if any, payable pursuant to Section 5 of the
Registration Rights Agreement referred to below. The Issuers shall pay interest
and Additional Interest, if any, semi-annually in arrears on February 15 and
August 15 of each year, or if any such day is not a Business Day, on the next
succeeding Business Day (each an "INTEREST PAYMENT DATE"). Interest on the Notes
shall accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of original issuance; provided that if
there is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided further that the first Interest
Payment Date shall be [___________]. The Issuers shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal from time to time on demand at a rate that is 1% per annum in excess
of the rate then in effect; they shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest and Additional Interest (without regard to any applicable grace
periods) from time to time on demand at the same rate to the extent lawful.
Interest shall be computed on the basis of a 360-day year of twelve 30-day
months.

            2. Method of Payment. The Issuers shall pay interest on the Notes
(except defaulted interest) and Additional Interest, if any, to the Persons who
are registered Holders of Notes at the close of business on the record date
immediately preceding the Interest Payment Date, even if such Notes are canceled
after such record date and on or before such Interest Payment Date, except as
provided in Section 2.13 of the Indenture with respect to defaulted interest. If
a Holder has given wire transfer instructions to the Issuers, the Issuers shall
pay all principal, interest and premium and Additional Interest, if any, on that
Holder's Notes in accordance with those instructions. All other payments on
Notes shall be made at the office or agency of the Paying Agent and Registrar
within the City and State of New York unless the Issuers elect to make interest
payments by check mailed to the Holders at their addresses set forth in the
register of Holders. Such payment shall be in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts.

            3. Paying Agent and Registrar. Initially, the Trustee under the
Indenture shall act as Paying Agent and Registrar. The Issuers may change any
Paying Agent or Registrar without prior notice to any Holder. The Parent or any
of its Subsidiaries may act in any such capacity.

                                      A-6
<PAGE>

            4. Indenture. The Issuers issued the Notes under an Indenture dated
as of February 14, 2005 ("INDENTURE") among the Issuers, the Guarantors and the
Trustee. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended. The Notes are subject to all such terms, and Holders are referred to
the Indenture and such Act for a statement of such terms. To the extent any
provision of this Note conflicts with the express provisions of the Indenture,
the provisions of the Indenture shall govern and be controlling. The Indenture
pursuant to which this Note is issued provides that an unlimited aggregate
principal amount of Additional Notes may be issued thereunder.

            5. Optional Redemption. (a) Except as set forth in paragraph 5(b)
and (c) below, the Issuers shall not have the option to redeem the Notes prior
to February 15, 2010. On or after February 15, 2010, the Issuers may redeem all
or part of the Notes upon not less than 30 nor more than 60 days' notice, at the
redemption prices (expressed as percentages of principal amount) set forth below
plus accrued and unpaid interest and Additional Interest, if any, thereon to the
applicable redemption date, if redeemed during the twelve-month period beginning
on February 15 of the years indicated below:

<TABLE>
<CAPTION>
Year                                                                        Percentage
<S>                                                                         <C>
2010....................................................................     103.875%
2011....................................................................     102.583%
2012....................................................................     101.292%
2013 and thereafter.....................................................     100.000%
</TABLE>

            (b) At any time prior to February 15, 2008, the Issuers may, on any
one or more occasions, redeem up to 35% of the aggregate principal amount of
Notes issued under the Indenture (including any Additional Notes) at a
redemption price of 107.750% of the principal amount thereof, plus accrued and
unpaid interest and Additional Interest, if any, thereon to the applicable
redemption date, with the net cash proceeds of one or more Equity Offerings;
provided that (1) at least 65% of the aggregate principal amount of Notes issued
under the Indenture (including any Additional Notes) remains outstanding
immediately after the occurrence of such redemption, excluding Notes held by the
Parent and its Subsidiaries; and (2) the redemption must occur within 90 days of
the date of the closing of such Equity Offering.

            (c) At any time prior to February 15, 2010, the Issuers may redeem
all or part of the Notes upon not less than 30 nor more than 60 days' prior
notice at a redemption price equal to the sum of (i) 100% of the principal
amount thereof, plus (ii) the Applicable Premium as of the date of redemption,
plus (iii) accrued and unpaid interest and Additional Interest, if any, to the
date of redemption.

            6 Repurchase at Option of Holder. (a) If a Change of Control occurs,
each Holder of Notes shall have the right to require the Issuers to repurchase
all or any part (equal to $1,000 or an integral multiple thereof) of that
Holder's Notes pursuant to an offer by the Issuers (a "CHANGE OF CONTROL OFFER")
at an offer price (a "CHANGE OF CONTROL PAYMENT") in cash equal to 101% of the
aggregate principal amount thereof plus accrued and unpaid interest and
Additional Interest, if any, thereon, to the date of purchase. Within 30 days
following any Change of Control, the Issuers shall mail a notice to each Holder
describing the transaction or

                                      A-7
<PAGE>

transactions that constitute the Change of Control and offering to repurchase
Notes on a date (the "CHANGE OF CONTROL PAYMENT DATE") specified in such notice,
which shall be no earlier than 30 days and no later than 60 days from the date
such notice is mailed, pursuant to the procedures required by the Indenture and
described in such notice.

            (b) Within 365 days after the receipt of any Net Proceeds from an
Asset Sale, the Parent or Restricted Subsidiary of the Parent, as applicable,
may apply such Net Proceeds at its option: to repay (A) Indebtedness secured by
assets of the Parent or its Restricted Subsidiaries (to the extent of the value
of the assets securing such Indebtedness), (B) Obligations under the Credit
Agreement or (C) Indebtedness of a Restricted Subsidiary of the Parent that is
neither an Issuer nor a Guarantor (to the extent of the value of the assets of
such Restricted Subsidiary); or to purchase Replacement Assets. Pending the
final application of any such Net Proceeds, the Parent or its Restricted
Subsidiaries may temporarily reduce revolving credit borrowings or otherwise
invest such Net Proceeds in any manner that is not prohibited by this Indenture.

            On the 366th day after an Asset Sale or such earlier date, if any,
as the Parent determines not to apply the Net Proceeds relating to such Asset
Sale as set forth in Section 4.10(b) (each such date being referred as an
"EXCESS PROCEEDS TRIGGER DATE"), such aggregate amount of Net Proceeds that has
not been applied on or before the Excess Proceeds Trigger Date as permitted
pursuant to Section 4.10(b) ("EXCESS PROCEEDS") shall be applied by the Issuers
to make an offer (an "ASSET SALE OFFER") to all Holders of Notes and all holders
of other Indebtedness that is pari passu with the Notes or any Note Guarantee
containing provisions similar to those set forth in this Indenture with respect
to offers to purchase with the proceeds of sales of assets, to purchase the
maximum principal amount of Notes and such other pari passu Indebtedness that
may be purchased out of the Excess Proceeds. The offer price in any Asset Sale
Offer shall be equal to 100% of the principal amount of the Notes and such other
pari passu Indebtedness plus accrued and unpaid interest and Additional
Interest, if any, to the date of purchase, and shall be payable in cash. The
Issuers may defer the Asset Sale Offer until there are aggregate unutilized
Excess Proceeds equal to or in excess of $20.0 million resulting from one or
more Asset Sales, at which time the entire unutilized amount of Excess Proceeds
(not only the amount in excess of $20.0 million) shall be applied as provided in
Section 4.10(c) of the Indenture. If any Excess Proceeds remain after
consummation of an Asset Sale Offer, the Parent and its Restricted Subsidiaries
may use such Excess Proceeds for any purpose not otherwise prohibited by this
Indenture. If the aggregate principal amount of Notes and such other pari passu
Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the Notes and such other pari passu Indebtedness shall be purchased on
a pro rata basis based on the principal amount of Notes and such other pari
passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the
Excess Proceeds subject to such Asset Sale shall no longer be deemed to be
Excess Proceeds.

            7 Denominations, Transfer, Exchange. The Notes are in registered
form without coupons in minimum denominations of $1,000 and integral multiples
of $1,000 in excess thereof. The transfer of Notes may be registered and Notes
may be exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Issuers may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture. The Issuers are not required
to
                                      A-8
<PAGE>

transfer or exchange any Note selected for redemption. Also, the Issuers are
not required to transfer or exchange any Note (1) for a period of 15 days before
the mailing of a notice of redemption of Notes to be redeemed or (2) tendered
and not withdrawn in connection with a Change of Control Offer or an Asset Sale
Offer. Transfer may be restricted as provided in the Indenture.

            8 Persons Deemed Owners. The registered Holder of a Note will be
treated as its owner for all purposes.

            9 Amendment, Supplement and Waiver. Subject to certain exceptions,
the Indenture, or the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount of the Notes then
outstanding (including, without limitation, consents obtained in connection with
a purchase of, or tender offer or exchange offer for, Notes), and any existing
default or compliance with any provision of the Indenture or the Notes may be
waived with the consent of the Holders of a majority in principal amount of the
then outstanding Notes (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, Notes).
Without the consent of any Holder of a Note, the Indenture, or the Notes may be
amended or supplemented to, among other things, cure any ambiguity, defect or
inconsistency, or make any change that does not adversely affect the legal
rights under the Indenture of any such Holder.

            10 Defaults and Remedies. In the case of an Event of Default arising
from certain events of bankruptcy or insolvency with respect to (i) the Parent,
(ii) any Subsidiary of the Parent that owns Equity Interests in either Issuer,
(iii) either Issuer or (iv) any Significant Subsidiary of the Parent (or any
Restricted Subsidiaries that together would constitute a Significant
Subsidiary), all outstanding Notes will become due and payable immediately
without further action or notice. If any other Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes may declare all the Notes to be due and payable
immediately by notice in writing to the Company specifying the Event of Default.
In the event of a declaration of acceleration of the Notes because an Event of
Default has occurred and is continuing as a result of the acceleration of any
Indebtedness described in Section 6.01(a)(vi) of the Indenture, the declaration
of acceleration of the Notes shall be automatically annulled if the holders of
all Indebtedness described in Section 6.01(a)(vi) of the Indenture have
rescinded the declaration of acceleration in respect of such Indebtedness within
30 Business Days of the date of such declaration, and if the annulment of the
acceleration of the Notes would not conflict with any judgment or decree of a
court of competent jurisdiction, and all existing Events of Default, except
non-payment of principal or interest on the Notes that became due solely because
of the acceleration of the Notes, have been cured or waived.

            In the case of any Event of Default occurring by reason of any
willful action or inaction taken or not taken by or on behalf of the Parent or
any of its Restricted Subsidiaries with the intention of avoiding payment of the
premium that the Issuers would have had to pay if the Issuers then had elected
to redeem the Notes pursuant to Section 3.07 of the Indenture, an equivalent
premium shall also become and be immediately due and payable to the extent
permitted by law upon the acceleration of the Notes.

                                      A-9
<PAGE>

            Holders of the Notes may not enforce the Indenture or the Notes
except as provided in the Indenture. Subject to certain limitations, Holders of
a majority in principal amount of the then outstanding Notes may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of the Notes notice of any Default or Event of Default (except a Default
or Event of Default relating to the payment of principal or interest or
Additional Interest) if and so long as a committee of its Responsible Officers
in good faith determines that withholding the notice is in the interests of the
Holders of the Notes. If certain conditions are satisfied, Holders of a majority
in aggregate principal amount of the Notes then outstanding by notice to the
Trustee may on behalf of the Holders of all of the Notes waive any existing
Default or Event of Default and its consequences under the Indenture, except a
continuing Default or Event of Default in the payment of interest or Additional
Interest on, or the principal of, the Notes.

            11 Trustee Dealings with Issuers. The Trustee in its individual or
any other capacity may become the owner or pledgee of Notes and may become a
creditor of, or otherwise deal with the Issuers or any of their Affiliates, with
the same rights it would have if it were not Trustee.

            12 No Recourse Against Others. No director, officer, employee,
incorporator, stockholder, member, manager or partner of the Issuers or any
Guarantor, as such, shall have any liability for any obligations of the Issuers
or the Guarantors under the Notes, this Indenture, the Note Guarantees or for
any claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of Notes by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of
the Notes. The waiver may not be effective to waive liabilities under the
federal securities laws.

            13 Authentication. This Note shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.

            14 Additional Rights of Holders of Restricted Global Notes and
Restricted Definitive Notes. In addition to the rights provided to Holders under
the Indenture, Holders of Restricted Global Notes and Restricted Definitive
Notes shall have all the rights set forth in the Registration Rights Agreement
dated as of the date of the Indenture, by and among the Issuers, the Guarantors
and the parties named on the signature pages thereof, as such agreement may be
amended, modified or supplemented from time to time and, with respect to any
Additional Notes, one or more registration rights agreements between the Issuers
and the other parties thereto, as such agreement(s) may be amended, modified or
supplemented from time to time, relating to rights given by the Issuers to the
purchasers of Additional Notes to register such Additional Notes under the
Securities Act (the "REGISTRATION RIGHTS AGREEMENT").

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

                                      A-10
<PAGE>

            16 Guarantee. The Issuers' obligations under the Notes are fully and
unconditionally guaranteed, jointly and severally, by the Guarantors.

            17 Copies of Documents. The Issuers shall furnish to any Holder upon
written request and without charge a copy of the Indenture and/or the
Registration Rights Agreement. Requests may be made to:

            Valor Telecommunications Enterprises, LLC
            201 East John Carpenter Freeway, Suite 200
            Irving, Texas 75062
            Facsimile: (972) 373-1089
            Attention: Chief Financial Officer

            with a copy to:

            Kirkland & Ellis LLP
            Citigroup Center
            153 East 53rd Street
            New York, New York 10022
            Facsimile: (212) 446-6460
            Attention: Joshua N. Korff, Esq.

                                      A-11
<PAGE>

                                 ASSIGNMENT FORM

            To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:  _________________________________
                                                (INSERT ASSIGNEE'S LEGAL NAME)

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

and irrevocably appoint_________________________________________________________

to transfer this Note on the books of the Issuers. The agent may substitute
another to act for him.

Date: _________________

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

Signature Guarantee*:________________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                      A-12
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

            If you want to elect to have this Note purchased by the Issuers
pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box
below:

                  [ ] Section 4.10          [ ] Section 4.14

            If you want to elect to have only part of the Note purchased by the
Issuers pursuant to Section 4.10 or Section 4.14 of the Indenture, state the
amount you elect to have purchased:

                                              $_______________

Date:___________________

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

                                Tax Identification No.:_________________________

Signature Guarantee*:________________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                      A-13
<PAGE>

                   [TO BE INSERTED FOR RULE 144A GLOBAL NOTE]

              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

            The following exchanges of a part of this Global Note for an
interest in another Global Note or for a Definitive Note, or exchanges of a part
of another Global Note or Definitive Note for an interest in this Global Note,
have been made:

<TABLE>
<CAPTION>
                                                                      Principal Amount at
                                                                           Maturity
                     Amount of Decrease in   Amount of Increase in    of this Global Note       Signature of
                      Principal Amount at     Principal Amount at       Following such      Authorized Signatory
                           Maturity                 Maturity             decrease (or           of Trustee or
Date of Exchange      of this Global Note     of this Global Note          increase)              Custodian
----------------     --------------------    --------------------     -------------------   --------------------
<S>                  <C>                     <C>                      <C>                   <C>
</TABLE>

                  [TO BE INSERTED FOR REGULATION S GLOBAL NOTE]

                SCHEDULE OF EXCHANGES OF REGULATION S GLOBAL NOTE

            The following exchanges of a part of this Regulation S Global Note
for an interest in another Global Note or of other Restricted Global Notes for
an interest in this Regulation S Global Note, have been made:

<TABLE>
<CAPTION>
                                                                      Principal Amount at
                                                                           Maturity
                     Amount of Decrease in   Amount of Increase in    of this Global Note       Signature of
                      Principal Amount at     Principal Amount at       Following such      Authorized Signatory
                           Maturity                 Maturity             decrease (or           of Trustee or
Date of Exchange      of this Global Note     of this Global Note          increase)              Custodian
----------------     --------------------    --------------------     -------------------   --------------------
<S>                  <C>                     <C>                      <C>                   <C>
</TABLE>

                                      A-14
<PAGE>

                                                                       EXHIBIT B

                        FORM OF CERTIFICATE OF TRANSFER

Valor Telecommunications Enterprises, LLC
201 East John Carpenter Freeway, Suite 200
Irving, Texas 75062
Facsimile: (972) 373-1089
Attention: Chief Financial Officer

The Bank of New York
Corporate Trust Administration
101 Barclay Street, 8th Floor West
New York, New York 10286
Facsimile: (212) 815-5707
Attention: Corporate Trust Administration

            Re: [-]% Senior Notes due 2015

            Reference is hereby made to the Indenture, dated as of February 14,
2005 (the "INDENTURE"), among Valor Telecommunications Enterprises, LLC, a
Delaware limited liability company, and Valor Telecommunications Enterprises
Finance Corp., a Delaware corporation, (together, the "ISSUERS"), the
Guarantors, and The Bank of New York, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

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

                             [CHECK ALL THAT APPLY]

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

                                      B-1
<PAGE>

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

      [ ] 3. Check and complete if Transferee will take delivery of a Restricted
Definitive Note pursuant to any provision of the Securities Act other than Rule
144, Rule 144A or Regulation S. The Transfer is being effected in compliance
with the transfer restrictions applicable to beneficial interests in Restricted
Global Notes and Restricted Definitive Notes and pursuant to and in accordance
with the Securities Act and any applicable blue sky securities laws of any state
of the United States, and accordingly the Transferor hereby further certifies
that (check one):

      [ ] (a) such Transfer is being effected to the Parent or a subsidiary
thereof; or

      [ ] (b) such Transfer is being effected to an Institutional Accredited
Investor and pursuant to an exemption from the registration requirements of the
Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor
hereby further certifies that it has not engaged in any general solicitation
within the meaning of Regulation D under the Securities Act and the Transfer
complies with the transfer restrictions applicable to Restricted Definitive
Notes and the requirements of the exemption claimed, which certification is
supported by (1) a certificate executed by the Transferee in the form of Exhibit
D to the Indenture and (2) an Opinion of Counsel provided by the Transferor or
the Transferee (a copy of which the Transferor has attached to this
certification), to the effect that such Transfer is in compliance with the
Securities Act. Upon consummation of the proposed transfer in accordance with
the terms of the Indenture, the transferred Definitive Note will be subject to
the restrictions on transfer enumerated in the Private Placement Legend printed
on the Definitive Notes and in the Indenture and the Securities Act.

                                      B-2
<PAGE>

            4. Check if Transferee will take delivery of a beneficial interest
in an Unrestricted Global Note or of an Unrestricted Definitive Note.

      [ ] (a) Check if Transfer is Pursuant to Rule 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.

      [ ] (b) Check if Transfer is Pursuant to Regulation S. (i) The Transfer is
being effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and, in the case of a transfer from a Restricted Global Note or a
Restricted Definitive Note, the Transferor hereby further certifies that (a) the
Transfer is not being made to a person in the United States and (x) at the time
the buy order was originated, the Transferee was outside the United States or
such Transferor and any Person acting on its behalf reasonably believed and
believes that the Transferee was outside the United States or (y) the
transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on
its behalf knows that the transaction was prearranged with a buyer in the United
States, (b) no directed selling efforts have been made in contravention of the
requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities
Act, (c) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act and (d) the transfer is not
being made to a U.S. Person or for the account or benefit of a U.S. Person, and
(ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.

      [ ] (c) Check if Transfer is Pursuant to Other Exemption. (i) The Transfer
is being effected pursuant to and in compliance with an exemption from the
registration requirements of the Securities Act other than Rule 144, Rule 903 or
Rule 904 and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will not be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Global Notes or
Restricted Definitive Notes and in the Indenture.

                                      B-3
<PAGE>

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Issuers.

                                         Dated:__________________

                                         _______________________________________
                                               [Insert Name of Transferor]

                                           By:__________________________________
                                              Name:
                                              Title:

                                      B-4
<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

1.    The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

            [ ]   (a)   a beneficial interest in the:

                  (i)   144A Global Note (CUSIP __________); or

                  (ii)  Regulation S Global Note (CUSIP __________); or

            [ ]   (b)   a Restricted Definitive Note.

2.    After the Transfer the Transferee will hold:

                                   [CHECK ONE]

            [ ]   (a)   a beneficial interest in the:

                  (i)   144A Global Note (CUSIP __________); or

                  (ii)  Regulation S Global Note (CUSIP __________); or

                  (iii) Unrestricted Global Note (CUSIP __________); or

            [ ]   (b)   a Restricted Definitive Note; or

            [ ]   (c)   an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

                                      B-5
<PAGE>

                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Valor Telecommunications Enterprises, LLC
201 East John Carpenter Freeway, Suite 200
Irving, Texas 75062
Facsimile: (972) 373-1089
Attention: Chief Financial Officer

The Bank of New York
Corporate Trust Administration
101 Barclay Street, 8th Floor West
New York, New York 10286
Facsimile: (212) 815-5707

            Re:  [-]% Senior Notes due 2015

            Reference is hereby made to the Indenture, dated as of February 14,
2005 (the "INDENTURE"), among Valor Telecommunications Enterprises, LLC, a
Delaware limited liability company, and Valor Telecommunications Enterprises
Finance Corp., a Delaware corporation, (together, the "ISSUERS"), the Guarantors
and The Bank of New York, as trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.

            __________________________ (the "OWNER") owns and proposes to
exchange the Note[s] or interest in such Note[s] specified herein, in the
principal amount at maturity of $____________ in such Note[s] or interests (the
"EXCHANGE"). In connection with the Exchange, the Owner hereby certifies that:

            1. Exchange of Restricted Definitive Notes or Beneficial Interests
in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial
Interests in an Unrestricted Global Note

      [ ] (a) Check if Exchange is from beneficial interest in a Restricted
Global Note to beneficial interest in an Unrestricted Global Note. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount at maturity, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the
Global Notes and pursuant to and in accordance with the United States Securities
Act of 1933, as amended (the "SECURITIES ACT"), (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
beneficial interest in an Unrestricted Global Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.

      [ ] (b) Check if Exchange is from beneficial interest in a Restricted
Global Note to Unrestricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby

                                      C-1
<PAGE>

certifies (i) the Definitive Note is being acquired for the Owner's own account
without transfer, (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the Definitive
Note is being acquired in compliance with any applicable blue sky securities
laws of any state of the United States.

      [ ] (c) Check if Exchange is from Restricted Definitive Note to beneficial
interest in an Unrestricted Global Note. In connection with the Owner's Exchange
of a Restricted Definitive Note for a beneficial interest in an Unrestricted
Global Note, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to
Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

      [ ] (d) Check if Exchange is from Restricted Definitive Note to
Unrestricted Definitive Note. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

            2. Exchange of Restricted Definitive Notes or Beneficial Interests
in Restricted Global Notes for Restricted Definitive Notes or Beneficial
Interests in Restricted Global Notes

      [ ] (a) Check if Exchange is from beneficial interest in a Restricted
Global Note to Restricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount at maturity, the Owner hereby
certifies that the Restricted Definitive Note is being acquired for the Owner's
own account without transfer. Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Definitive Note and in
the Indenture and the Securities Act.

      [ ] (b) Check if Exchange is from Restricted Definitive Note to beneficial
interest in a Restricted Global Note. In connection with the Exchange of the
Owner's Restricted Definitive Note for a beneficial interest in the [CHECK ONE]:

                  [ ]   144A Global Note, :

                                       C-2
<PAGE>

                  [ ]   Regulation S Global Note, :

with an equal principal amount at maturity, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, and in compliance with any applicable
blue sky securities laws of any state of the United States. Upon consummation of
the proposed Exchange in accordance with the terms of the Indenture, the
beneficial interest issued will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the relevant Restricted
Global Note and in the Indenture and the Securities Act.

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Issuers.

                                            Dated: ________________

                                            ___________________________________
                                                [Insert Name of Transferor]

                                            By:_________________________________
                                               Name:
                                               Title:

                                      C-3
<PAGE>

                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Valor Telecommunications Enterprises, LLC
201 East John Carpenter Freeway, Suite 200
Irving, Texas 75062
Facsimile: (972) 373-1089
Attention: Chief Financial Officer

The Bank of New York
Corporate Trust Administration
101 Barclay Street, 8th Floor West
New York, New York 10286
Facsimile: (212) 815-5707

            Re:  [-]% Senior Notes due 2015

            Reference is hereby made to the Indenture, dated as of February 14,
2005 (the "INDENTURE"), among Valor Telecommunications Enterprises, LLC, a
Delaware limited liability company, and Valor Telecommunications Enterprises
Finance Corp., a Delaware corporation, (together, the "ISSUERS"), the Guarantors
and The Bank of New York, as trustee (the "TRUSTEE"). Capitalized terms used but
not defined herein shall have the meanings given to them in the Indenture.

            In connection with our proposed purchase of $____________ aggregate
principal amount of:

            (a)   [ ]   beneficial interest in a Global Note, or

            (b)   [ ]   a Definitive Note,

            we confirm that:

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

            2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we shall do so only (A) to the [Issuers] or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as

                                      D-1
<PAGE>

defined therein), (C) to an institutional "accredited investor" (as defined
below) that, prior to such transfer, furnishes (or has furnished on its behalf
by a U.S. broker-dealer) to you and to the Issuers a signed letter substantially
in the form of this letter and an Opinion of Counsel in form reasonably
acceptable to the Issuers to the effect 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 provisions of Rule
144(k) under the Securities Act or (F) pursuant to an effective registration
statement under the Securities Act, and we further agree to provide to any
person purchasing the Definitive Note or beneficial interest in a Global Note
from us in a transaction meeting the requirements of clauses (A) through (E) of
this paragraph a notice advising such purchaser that resales thereof are
restricted as stated herein.

            3. We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to you and the
Issuers such certifications, legal opinions and other information as you and the
Issuers 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.

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

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

            The Trustee and the Issuers 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.

Dated: ___________________           ________________________________________
                                     [Insert Name of Accredited Investor]

                                     By:_____________________________________
                                        Name:
                                        Title:

                                      D-2
<PAGE>

                                                                       EXHIBIT E

                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

            Supplemental Indenture (this "SUPPLEMENTAL INDENTURE"), dated as of
_____________, among __________________ (the "GUARANTEEING SUBSIDIARY"), a
subsidiary of Valor Communications Group, Inc., a Delaware corporation (or its
permitted successor) (the "COMPANY"), Valor Telecommunications Enterprises, LLC,
a Delaware limited liability company, and Valor Telecommunications Enterprises
Finance Corp., a Delaware corporation, (together, the "ISSUERS") and The Bank of
New York, a New York banking corporation (or its permitted successor), as
trustee under the Indenture referred to below (the "TRUSTEE").

                                   WITNESSETH

            WHEREAS, the Issuers and the other Guarantors party thereto have
heretofore executed and delivered to the Trustee an indenture (the "INDENTURE"),
dated as of February 14, 2005 providing for the issuance of the Issuers' 7-3/4%
Senior Notes due 2015 (the "NOTES");

            WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall, subject to
Article Ten of the Indenture, unconditionally guarantee the Notes on the terms
and conditions set forth therein (the "NOTE GUARANTEE"); and

            WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

            NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Issuers, the Guaranteeing Subsidiary and the Trustee agree as follows for the
equal and ratable benefit of the Holders of the Notes:

            1. Capitalized Terms. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.

            2. Agreement to Guarantee.

            (a) Subject to Article Ten of the Indenture, the Guaranteeing
Subsidiary fully and unconditionally guarantees to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability of the Indenture,
the Notes or the obligations of the Issuers hereunder or thereunder, that:

            (i) the principal of, premium, if any, and interest and Additional
      Interest, if any, on the Notes will be promptly paid in full when due,
      whether at maturity, by acceleration, redemption or otherwise, and
      interest on the overdue principal of, premium, if any, and interest and
      Additional Interest, if any, on the Notes, if lawful (subject in all

                                      E-1
<PAGE>

      cases to any applicable grace period provided herein), and all other
      obligations of the Issuers to the Holders or the Trustee hereunder or
      thereunder will be promptly paid in full, all in accordance with the terms
      hereof and thereof; and

            (ii) in case of any extension of time of payment or renewal of any
      Notes or any of such other obligations, the same will be promptly paid in
      full when due in accordance with the terms of the extension or renewal,
      whether at stated maturity, by acceleration or otherwise. Failing payment
      when due of any amount so guaranteed for whatever reason, the Guarantors
      shall be jointly and severally obligated to pay the same immediately. The
      Guaranteeing Subsidiary agrees that this is a guarantee of payment and not
      a guarantee of collection.

            (b) The Guaranteeing Subsidiary hereby agrees that, to the maximum
extent permitted under applicable law, its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or the Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Issuers, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a Guarantor.

            (c) The Guaranteeing Subsidiary, subject to Section 6.06 of the
Indenture, hereby waives diligence, presentment, demand of payment, filing of
claims with a court in the event of insolvency or bankruptcy of the Issuers, any
right to require a proceeding first against the Issuers, protest, notice and all
demands whatsoever and covenants that this Note Guarantee shall not be
discharged except by complete performance of the obligations contained in the
Notes and the Indenture.

            (d) If any Holder or the Trustee is required by any court or
otherwise to return to the Issuers, the Guarantors, or any custodian, trustee,
liquidator or other similar official acting in relation to any of the Issuers or
the Guarantors, any amount paid by any of them to the Trustee or such Holder,
this Note Guarantee, to the extent theretofore discharged, shall be reinstated
in full force and effect.

            (e) The Guaranteeing Subsidiary agrees that it shall not be entitled
to any right of subrogation in relation to the Holders in respect of any
obligations guaranteed hereby until payment in full of all obligations
guaranteed hereby.

            (f) The Guaranteeing Subsidiary agrees that, as between the
Guarantors, on the one hand, and the Holders and the Trustee, on the other hand,
(x) the maturity of the obligations guaranteed hereby may be accelerated as
provided in Article Six of the Indenture for the purposes of the Note Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (y) in the
event of any declaration of acceleration of such obligations as provided in
Article Six of the Indenture, such obligations (whether or not due and payable)
shall forthwith become due and payable by the Guarantors for the purpose of the
Note Guarantee.

                                      E-2
<PAGE>

            (g) The Guaranteeing Subsidiary shall have the right to seek
contribution from any non-paying Guarantor so long as the exercise of such right
does not impair the rights of the Holders under the Note Guarantee.

            (h) The Guaranteeing Subsidiary confirms, pursuant to Section 10.02
of the Indenture, that it is the intention of such Guaranteeing Subsidiary that
the Note Guarantee not constitute (i) a fraudulent transfer or conveyance for
purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act or any similar federal or state law to the extent
applicable to the Note Guarantee or (ii) an unlawful distribution under any
applicable state law prohibiting shareholder distributions by an insolvent
subsidiary to the extent applicable to the Note Guarantee. To effectuate the
foregoing intention, the Guaranteeing Subsidiary and the Trustee hereby
irrevocably agree that the obligations of the Guaranteeing Subsidiary will be
limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of such Guaranteeing Subsidiary that are
relevant under such laws, and after giving effect to any collections from,
rights to receive contribution from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under
Article Ten of the Indenture, result in the obligations of the Guaranteeing
Subsidiary under the Note Guarantee not constituting a fraudulent transfer or
conveyance or such an unlawful shareholder distribution.

            3. Execution and Delivery. The Guaranteeing Subsidiary agrees that
the Note Guarantee shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of the Note Guarantee.

            4. Guaranteeing Subsidiary May Consolidate, Etc., on Certain Terms.
The Guaranteeing Subsidiary may not sell or otherwise dispose of all or
substantially all of its assets to, or consolidate with or merge with or into,
any Person other than as set forth in Section 10.04 of the Indenture.

            5. Release. The Guaranteeing Subsidiary's Note Guarantee shall be
released as set forth in Section 10.05 of the Indenture.

            6. No Recourse Against Others. Pursuant to Section 12.07 of the
Indenture, no director, officer, employee, incorporator or stockholder of the
Guaranteeing Subsidiary shall have any liability for any obligations of the
Guaranteeing Subsidiary under the Notes, the Indenture, this Supplemental
Indenture, the Note Guarantees or for any claim based on, in respect of, or by
reason of, such obligations or their creation. This waiver and release are part
of the consideration for the Note Guarantee.

            7. NEW YORK LAW TO GOVERN. THE LAWS OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

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

                                      E-3
<PAGE>

            9. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.

            10. Trustee. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.

                            [SIGNATURE PAGE FOLLOWS]

                                      E-4
<PAGE>

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

                                      [NAME OF GUARANTEEING SUBSIDIARY]

                                      By:_______________________________________
                                         Name:
                                         Title:

                                      VALOR TELECOMMUNICATIONS ENTERPRISES, LLC

                                      By:_______________________________________
                                         Name:
                                         Title:

                                      VALOR TELECOMMUNICATIONS ENTERPRISES
                                      FINANCE CORP.

                                      By:_______________________________________
                                         Name:
                                         Title:

                                      THE BANK OF NEW YORK,
                                      AS TRUSTEE

                                      By:_______________________________________
                                         Name:
                                         Title:

                                      E-5