<PAGE>
                                                                     Exhibit 4.1

                                                                  EXECUTION COPY

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

               CONSOLIDATED COMMUNICATIONS ILLINOIS HOLDINGS, INC.

                                       AND

                CONSOLIDATED COMMUNICATIONS TEXAS HOLDINGS, INC.,
            AS SEVERAL AND NOT JOINT ISSUERS AND AS NOTE GUARANTORS,

                           HOMEBASE ACQUISITION, LLC,
                               AS NOTE GUARANTOR,

                                       AND

                       WELLS FARGO BANK, N.A., AS TRUSTEE

                                    INDENTURE

                           DATED AS OF APRIL 14, 2004

                          9-3/4% SENIOR NOTES DUE 2012

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

<PAGE>

                               TABLE OF CONTENTS

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                                                      ARTICLE 1

                               DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01.    Definitions..................................................................................      1
Section 1.02.    Other Definitions............................................................................     27
Section 1.03.    Rules of Construction........................................................................     28
Section 1.04.    Incorporation by Reference of TIA............................................................     29
Section 1.05.    Conflict with TIA............................................................................     29
Section 1.06.    Compliance Certificates and Opinions.........................................................     29
Section 1.07.    Form of Documents Delivered to Trustee.......................................................     30
Section 1.08.    Acts of Noteholders; Record Dates............................................................     30
Section 1.09.    Notices, etc., to Trustee and Company........................................................     32
Section 1.10.    Notices to Holders; Waiver...................................................................     32
Section 1.11.    Effect of Headings and Table of Contents.....................................................     32
Section 1.12.    Surviving Persons and Assigns................................................................     33
Section 1.13.    Separability Clause..........................................................................     33
Section 1.14.    Benefits of Indenture........................................................................     33
Section 1.15.    GOVERNING LAW................................................................................     33
Section 1.16.    Legal Holidays...............................................................................     33
Section 1.17.    No Personal Liability of Directors, Officers, Employees, Incorporators and Stockholders......     33
Section 1.18.    Exhibits and Schedules.......................................................................     33
Section 1.19.    Counterparts.................................................................................     33
Section 1.20.    Company as Agent for Issuers.................................................................     33

                                                      ARTICLE 2

                                                      NOTE FORMS

Section 2.01.    Forms Generally..............................................................................     34
Section 2.02.    Form of Trustee's Certificate of Authentication..............................................     35
Section 2.03.    Restrictive and Global Note Legends..........................................................     36

                                                      ARTICLE 3

                                                      THE NOTES

Section 3.01.    Title and Terms..............................................................................     37
Section 3.02.    Denominations................................................................................     38
Section 3.03.    Execution, Authentication and Delivery and Dating............................................     38
Section 3.04.    Temporary Notes..............................................................................     39
Section 3.05.    Paying Agent.................................................................................     39
Section 3.06.    Registration; Registration of Transfer and Exchange..........................................     39
Section 3.07.    Mutilated, Destroyed, Lost and Stolen Notes..................................................     40
Section 3.08.    Payment of Interest Rights Preserved.........................................................     41
Section 3.09.    Persons Deemed Owners........................................................................     42
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Section 3.10.    Cancellation.................................................................................     42
Section 3.11.    Computation of Interest......................................................................     42
Section 3.12.    CUSIP Numbers................................................................................     42
Section 3.13.    Book-Entry Provisions for Global Notes.......................................................     42
Section 3.14.    Special Transfer Provisions..................................................................     44
Section 3.15.    Payment of Additional Interest...............................................................     46

                                                      ARTICLE 4

                                                      COVENANTS

Section 4.01.    Payment of Principal, Premium and Interest...................................................     46
Section 4.02.    Maintenance of Office or Agency..............................................................     46
Section 4.03.    Money for Payments To Be Held in Trust.......................................................     46
Section 4.04.    Limitation on Activities of the Company......................................................     47
Section 4.05.    SEC Reports..................................................................................     48
Section 4.06.    Statement as to Default......................................................................     49
Section 4.07.    Limitation on Indebtedness and Issuance of Preferred Stock...................................     49
Section 4.08.    Limitation on Issuers' Business..............................................................     51
Section 4.09.    Limitation on Restricted Payments............................................................     51
Section 4.10.    Limitation on Restrictions on Distributions from Restricted Subsidiaries.....................     55
Section 4.11.    Limitation on Issuance or Sale of Capital Stock of Restricted Subsidiaries...................     56
Section 4.12.    Limitation on Asset Sales....................................................................     57
Section 4.13.    Limitation on Transactions with Affiliates...................................................     58
Section 4.14.    Limitation on Liens..........................................................................     60
Section 4.15.    Purchase of Notes upon a Change of Control...................................................     60
Section 4.16.    Designation of Restricted and Unrestricted Subsidiaries......................................     61
Section 4.17.    Limitation on Sale and Leaseback Transactions................................................     62

                                                      ARTICLE 5

                                                      SUCCESSORS

Section 5.01.    Merger, Consolidation and Sale of Property...................................................     62
Section 5.02.    Surviving Person Substituted.................................................................     63

                                                      ARTICLE 6

                                                       REMEDIES

Section 6.01.    Events of Default............................................................................     63
Section 6.02.    Acceleration of Maturity; Rescission and Annulment...........................................     65
Section 6.03.    Other Remedies; Collection Suit by Trustee...................................................     66
Section 6.04.    Trustee May File Proofs of Claim.............................................................     66
Section 6.05.    Trustee May Enforce Claims Without Possession of Notes.......................................     66
Section 6.06.    Application of Money Collected...............................................................     66
Section 6.07.    Limitation on Suits..........................................................................     66
Section 6.08.    Unconditional Right of Holders To Receive Principal and Interest.............................     67
Section 6.09.    Restoration of Rights and Remedies...........................................................     67
Section 6.10.    Rights and Remedies Cumulative...............................................................     67
Section 6.11.    Delay or Omission Not Waiver.................................................................     67
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Section 6.12.    Control by Holders...........................................................................     67
Section 6.13.    Waiver of Past Defaults......................................................................     68
Section 6.14.    Undertaking for Costs........................................................................     68
Section 6.15.    Waiver of Stay, Extension or Usury Laws......................................................     69

                                                      ARTICLE 7

                                                     THE TRUSTEE

Section 7.01.    Certain Duties and Responsibilities..........................................................     69
Section 7.02.    Notice of Defaults...........................................................................     70
Section 7.03.    Certain Rights of Trustee....................................................................     70
Section 7.04.    Not Responsible for Recitals or Issuance of Notes............................................     70
Section 7.05.    May Hold Notes...............................................................................     71
Section 7.06.    Money Held in Trust..........................................................................     71
Section 7.07.    Compensation and Reimbursement...............................................................     71
Section 7.08.    Conflicting Interests........................................................................     71
Section 7.09.    Corporate Trustee Required; Eligibility......................................................     71
Section 7.10.    Resignation and Removal; Appointment of Surviving Person.....................................     72
Section 7.11.    Acceptance of Appointment by Surviving Person................................................     73
Section 7.12.    Merger, Conversion, Consolidation or Succession to Business..................................     73
Section 7.13.    Preferential Collection of Claims Against Issuers............................................     73
Section 7.14.    Appointment of Authenticating Agent..........................................................     73
Section 7.15.    Withholding Taxes............................................................................     73

                                                      ARTICLE 8

                                            HOLDERS' LISTS AND REPORTS BY
                                                 TRUSTEE AND ISSUERS

Section 8.01.    Issuers To Furnish Trustee Names and Addresses of Holders....................................     74
Section 8.02.    Preservation of Information; Communications to Holders.......................................     74
Section 8.03.    Reports by Trustee...........................................................................     74

                                                      ARTICLE 9

                                           AMENDMENT, SUPPLEMENT OR WAIVER

Section 9.01.    Without Consent of Holders...................................................................     75
Section 9.02.    With Consent of Holders......................................................................     75
Section 9.03.    Execution of Amendments, Supplements or Waivers..............................................     76
Section 9.04.    Revocation and Effect of Consents............................................................     77
Section 9.05.    Conformity with TIA..........................................................................     77
Section 9.06.    Notation on or Exchange of Notes.............................................................     77

                                                      ARTICLE 10

                                                 REDEMPTION OF NOTES

Section 10.01.   Right of Redemption..........................................................................     77
Section 10.02.   Applicability of Article.....................................................................     79
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Section 10.03.   Election To Redeem; Notice to Trustee........................................................     79
Section 10.04.   Selection by Trustee of Notes To Be Redeemed.................................................     79
Section 10.05.   Notice of Redemption.........................................................................     79
Section 10.06.   Deposit of Redemption Price..................................................................     80
Section 10.07.   Notes Payable on Redemption Date.............................................................     80
Section 10.08.   Notes Redeemed in Part.......................................................................     81

                                                      ARTICLE 11

                                              SATISFACTION AND DISCHARGE

Section 11.01.   Satisfaction and Discharge of Indenture......................................................     81
Section 11.02.   Application of Trust Money...................................................................     82

                                                      ARTICLE 12

                                          DEFEASANCE OR COVENANT DEFEASANCE

Section 12.01.   The Issuers' Option To Effect Defeasance or Covenant Defeasance..............................     82
Section 12.02.   Defeasance and Discharge.....................................................................     82
Section 12.03.   Covenant Defeasance..........................................................................     83
Section 12.04.   Conditions to Defeasance or Covenant Defeasance..............................................     83
Section 12.05.   Deposited Money and U.S. Government Obligations To Be Held in Trust; Other Miscellaneous
                   Provisions.................................................................................     84
Section 12.06.   Reinstatement................................................................................     84
Section 12.07.   Repayment to Issuers.........................................................................     85

                                                      ARTICLE 13

                                            NOTE GUARANTEES OF THE ISSUERS

Section 13.01.   Guarantees of the Issuers Generally..........................................................     85
Section 13.02.   Continuing Guarantees........................................................................     86
Section 13.03.   Release of Note Guarantees...................................................................     87
Section 13.04.   Deferral of Subrogation......................................................................     87
Section 13.05.   Notation Not Required........................................................................     87
Section 13.06.   Surviving Persons and Assigns of Note Guarantors.............................................     87
Section 13.07.   Notices......................................................................................     87
Section 13.08.   Limitation of Liability of an Issuer that is a Note Guarantor................................     87

                                                      ARTICLE 14

                                            PLEDGE AND GUARANTEE AGREEMENT

Section 14.01.   Pledge and Guarantee Agreement...............................................................     88
Section 14.02.   Recording and Opinions.......................................................................     88
Section 14.03.   Release of Collateral; Release of Note Guarantee of the Company..............................     88
Section 14.04.   Certificates of the Issuers..................................................................     89
Section 14.05.   Authorization of Actions To Be Taken by the Trustee Under the Pledge and Guarantee
                   Agreement..................................................................................     89
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Section 14.06.   Authorization of Receipt of Funds by the Trustee Under the Pledge and Guarantee Agreement....     89
Section 14.07.   Termination of Security Interest.............................................................     90
Section 14.08.   Limitation of Liability of the Company as Note Guarantor.....................................     90
Section 14.09.   Instructions to Trustee......................................................................     90
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Exhibit A        Form of Note
Exhibit B        Form of Certificate of Beneficial Ownership
Exhibit C        Form of Regulation S Certificate
Exhibit D        Form of Pledge and Guarantee Agreement

                                      -v-

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    CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 3.10 THROUGH 3.18
                  INCLUSIVE OF THE TRUST INDENTURE ACT OF 1939:

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                                                                                           INDENTURE
TRUST INDENTURE ACT SECTION                                                                 SECTION
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<S>                                                                                     <C>
Section 310(a)(1)....................................................................   7.09
           (a)(2)....................................................................   7.09
           (a)(3)....................................................................   Not Applicable
           (a)(4)....................................................................   Not Applicable
           (b).......................................................................   7.08
Section 311(a).......................................................................   7.13
           (b).......................................................................   7.13
           (b)(2)....................................................................   8.03
Section 312(a).......................................................................   8.01; 8.02
           (b).......................................................................   8.02
           (c).......................................................................   8.02
Section 313(a).......................................................................   8.03
           (b).......................................................................   8.03
           (c).......................................................................   8.03
           (d).......................................................................   8.03
Section 314(a).......................................................................   4.05
           (a)(4)....................................................................   1.02; 4.06
           (b).......................................................................   Not Applicable
           (c)(1)....................................................................   1.06
           (c)(2)....................................................................   1.06
           (c)(3)....................................................................   Not Applicable
           (d).......................................................................   Not Applicable
           (e).......................................................................   1.06
Section 315(a).......................................................................   7.01
           (b).......................................................................   7.02 8.03
           (c).......................................................................   7.01
           (d).......................................................................   7.01
           (d)(1)....................................................................   7.01
           (d)(2)....................................................................   7.01
           (d)(3)....................................................................   7.01
           (e).......................................................................   6.14
Section 316(a).......................................................................   1.01; 6.12
           (a)(1)(A).................................................................   6.02; 6.12
           (a)(1)(B).................................................................   6.13
           (a)(2)....................................................................   Not Applicable
           (b).......................................................................   6.08
           (c).......................................................................   1.08
Section 317(a)(1)....................................................................   6.03
           (a)(2)....................................................................   6.04
           (b).......................................................................   4.03
Section 318(a).......................................................................   1.05
</TABLE>

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This cross-reference table shall not for any purpose be deemed to be part of
this Indenture.

<PAGE>

            INDENTURE, dated as of April 14, 2004 (as amended, supplemented or
otherwise modified from time to time, the "Indenture"), among Consolidated
Communications Illinois Holdings, Inc., a corporation organized under the laws
of the State of Delaware, and Consolidated Communications Texas Holdings, Inc.,
a corporation organized under the laws of the State of Delaware, as several and
not joint Issuers and as Note Guarantors; Homebase Acquisition, LLC, a limited
liability company organized under the laws of the state of Delaware, as Note
Guarantor; and Wells Fargo Bank, N.A., a national banking association, as
Trustee.

                   RECITALS OF THE ISSUERS AND NOTE GUARANTORS

            Each Issuer has duly authorized the execution and delivery of this
Indenture to provide for the issuance of the Notes. Each Note Guarantor has duly
authorized the execution and delivery of this Indenture or the Pledge and
Guarantee Agreement, as applicable, to provide for its guarantee of the Notes,
as provided in this Indenture or the Pledge and Guarantee Agreement, as
applicable. Each Note Guarantor has received good and valuable consideration for
its execution and delivery of this Indenture and its guarantee of the Notes.

            All things necessary to make the Original Notes, when executed and
delivered by the Issuers and authenticated and delivered by the Trustee
hereunder and duly issued by the Issuers, the valid several obligations of the
Issuers, and to make this Indenture a valid agreement of the Issuers and each
Note Guarantor party hereto as of the date hereof, in accordance with the terms
of the Original Notes and this Indenture, have been done.

            NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                    ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

            Section 1.01. Definitions.

            "Acquired Indebtedness" means Indebtedness of any Person that is
assumed by an Issuer or any of its Restricted Subsidiaries in connection with
its acquisition of assets from such Person or any Affiliate thereof or is issued
and outstanding on or prior to the date on which such Person was acquired by,
merged into or consolidated with such Issuer or any of its Restricted
Subsidiaries or merged or consolidated with or into such Issuer or any of its
Restricted Subsidiaries (other than Indebtedness Incurred to finance, or
otherwise in connection with, such acquisition).

            "Acquisition" means the acquisition by the Company, through its
indirect Wholly Owned Subsidiary Texas Acquisition, of TXUCV from Pinnacle One
for a purchase price of $527 million, subject to adjustment pursuant to the
terms and conditions set forth in the Stock Purchase Agreement.

            "Additional Assets" means (a) any Property (other than cash, cash
equivalents and securities) to be owned by an Issuer or any of its Restricted
Subsidiaries and used in a Telecommunications Business; or (b) Capital Stock of
a Person that becomes a Restricted Subsidiary as a result of the acquisition of
such Capital Stock by an Issuer or another of its Restricted Subsidiaries from
any Person other than an Affiliate of such Issuer; provided, however, that, in
the case of clause (b), such Restricted Subsidiary is primarily engaged in a
Telecommunications Business. For the avoidance of doubt, the making

<PAGE>

of capital expenditures in a Telecommunications Asset or Telecommunications
Business by an Issuer or any of its Restricted Subsidiaries will constitute the
purchase of, or investment or reinvestment in, Additional Assets.

            "Additional Notes" means any Notes issued under this Indenture in
addition to the Original Notes (other than any Notes issued pursuant to Section
3.04, 3.05, 3.06, 3.12(c), 3.12(d) or 10.08).

            "Affiliate" of any specified Person means any other Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing. For
purposes of Sections 4.12 and 4.13 of this Indenture and the definition of
"Additional Assets" only, "Affiliate" shall also mean any beneficial owner of
shares representing 10.0% or more of the total voting power of the Voting Stock
(on a fully diluted basis) of the Company or of rights or warrants to purchase
such Voting Stock (whether or not currently exercisable) and any Person who
would be an Affiliate of any such beneficial owner pursuant to the first
sentence hereof.

            "Asset Sale" means any sale, lease, transfer, issuance or other
disposition (or series of related sales, leases, transfers, issuances or
dispositions) by an Issuer or any Restricted Subsidiary, including any
disposition by means of a merger, consolidation or similar transaction (each
referred to for the purposes of this definition as a "disposition"), of

            (a) any shares of Capital Stock of a Restricted Subsidiary (other
      than directors' qualifying shares) or

            (b) any other assets of an Issuer or any of its Restricted
      Subsidiaries outside of the ordinary course of business of such Issuer or
      its Restricted Subsidiaries

      (other than, in the case of clauses (a) and (b) above,

            (1) any disposition by a Restricted Subsidiary to an Issuer or by an
      Issuer or any Restricted Subsidiary to a Restricted Subsidiary,

            (2) for purposes of Section 4.12 only, (x) any disposition that
      constitutes a Permitted Investment or Restricted Payment permitted by
      Section 4.09 and (y) contemporaneous exchanges by an Issuer or any
      Restricted Subsidiary of Telecommunications Assets for other
      Telecommunications Assets in the ordinary course of business; provided
      that the applicable Telecommunications Assets received by such Issuer or
      its Restricted Subsidiaries have at least substantially equal Fair Market
      Value to such Issuer or its Restricted Subsidiaries (as evidenced by a
      board resolution of the Board of Directors of such Issuer),

            (3) any disposition effected in compliance with the first paragraph
      of Section 5.01,

            (4) any disposition of Property or equipment that has become worn
      out, obsolete or damaged or otherwise unsuitable or not required for use
      in connection with the business of an Issuer or any Restricted Subsidiary,
      as the case may be,

            (5) the lease, assignment or sublease of any real or personal
      property in the ordinary course of business,

                                      -2-
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            (6) a disposition of cash or Temporary Cash Investments,

            (7) any sale or disposition deemed to occur in connection with
      creating, granting or exercising remedies in respect of any Permitted
      Liens or Liens permitted pursuant to Section 4.14, and

            (8) a transaction or series of related transactions for which the
      Company or its Related Subsidiaries receive aggregate consideration of
      less than $1.0 million).

            "Attributable Indebtedness" in respect of a Sale and Leaseback
Transaction means, at any date of determination, (a) if such Sale and Leaseback
Transaction is a Capital Lease Obligation, the amount of Indebtedness
represented thereby according to the definition of "Capital Lease Obligation"
and (b) in all other instances, the greater of (1) the Fair Market Value of the
Property subject to such Sale and Leaseback Transaction and (2) the present
value (discounted at the interest rate borne by the Notes, compounded annually)
of the total obligations of the lessee for rental payments during the remaining
term of the lease included in such Sale and Leaseback Transaction (including any
period for which such lease has been extended).

            "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 7.14 to act on behalf of the Trustee to authenticate Notes
of one or more series.

            "Average Life" means, as of any date of determination, with respect
to any Indebtedness or Preferred Stock, the quotient obtained by dividing (a)
the sum of the product of the numbers of years (rounded to the nearest
one-twelfth of one year) from the date of determination to the dates of each
successive scheduled principal payment of such Indebtedness or redemption or
similar payment with respect to such Preferred Stock multiplied by the amount of
such payment by (b) the sum of all such payments.

            "Board of Directors" of a Person means the board of directors or
other governing body of the Ultimate Parent Person (as defined in the definition
of "Change of Control") of such Person or any committee thereof duly authorized
to act on behalf of such board or governing body.

            "Business Day" means a day other than a Saturday, Sunday or other
day on which commercial banking institutions are authorized or required by law
to close in New York City or Mattoon, Illinois.

            "Capital Lease Obligation" means any obligation under a lease that
is required to be capitalized for financial reporting purposes in accordance
with GAAP; and the amount of Indebtedness represented by such obligation shall
be the capitalized amount of such obligation determined in accordance with GAAP;
and the Stated Maturity thereof shall be the date of the last payment of rent or
any other amount due under such lease prior to the first date upon which such
lease may be terminated by the lessee without payment of a penalty. For purposes
of Section 4.14, a Capital Lease Obligation shall be deemed secured by a Lien on
the Property being leased.

            "Capital Stock" means, with respect to any Person, any shares or
other equivalents (however designated) of any class of corporate stock or
partnership interests or any other participations, rights, warrants, options or
other interests in the nature of an equity interest in such Person, including
Preferred Stock, but excluding any debt security convertible or exchangeable
into such equity interest.

            "Capital Stock Sale Proceeds" means the aggregate cash proceeds or
Fair Market Value of Property or assets received by an Issuer from the issuance
or sale (other than to a Subsidiary of such Issuer or an employee stock
ownership plan or trust established by such Issuer or any such Subsidiary of

                                      -3-
<PAGE>

such Issuer for the benefit of its employees) by such Issuer of its Capital
Stock (other than Disqualified Stock) after the Issue Date, net of attorneys'
fees, accountants' fees, underwriters' or placement agents' fees, discounts or
commissions and brokerage, consultant and other fees actually incurred in
connection with such issuance or sale and net of taxes paid or payable as a
result thereof.

            "CCI Illinois" means Consolidated Communications Illinois Holdings,
Inc., a Delaware corporation, and any successor in interest thereto.

            "CCI Texas" means Consolidated Communications Texas Holdings, Inc.,
a Delaware corporation, and any successor in interest thereto.

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

            (a) prior to the first Public Equity Offering that results in a
      Public Market, the Permitted Holders cease to be the "beneficial owners"
      (as defined in Rule 13d-3 under the Exchange Act, except that a Person
      will be deemed to have "beneficial ownership" of all shares that any such
      Person has the right to acquire, whether such right is exercisable
      immediately or only after the passage of time), directly or indirectly, of
      a majority of the total voting power of the Voting Stock of the Company,
      whether as a result of the issuance of securities of the Company, any
      merger, consolidation, liquidation or dissolution of the Company, any
      direct or indirect transfer of securities by the Permitted Holders or
      otherwise (for purposes of this clause (a), the Permitted Holders will be
      deemed to beneficially own any Voting Stock of a specified Person held
      directly or indirectly by a Person so long as the Permitted Holders
      beneficially own, directly or indirectly, in the aggregate a majority of
      the total voting power of the Voting Stock of such Person); or

            (b) on or after the first Public Equity Offering that results in a
      Public Market, (i) if any "person" or "group" (as such terms are used in
      Sections 13(d) and 14(d) of the Exchange Act or any successor provisions
      to either of the foregoing), including any group acting for the purpose of
      acquiring, holding, voting or disposing of securities within the meaning
      of Rule 13d-5(b)(1) under the Exchange Act, other than any one or more of
      the Permitted Holders, becomes the "beneficial owner" (as defined in Rule
      13d-3 under the Exchange Act, except that a Person will be deemed to have
      "beneficial ownership" of all shares that any such Person has the right to
      acquire, whether such right is exercisable immediately or only after the
      passage of time), directly or indirectly, of 35.0% or more of the total
      voting power of the Voting Stock of the Company; provided, however, that
      the Permitted Holders are the "beneficial owners" (as defined in Rule
      13d-3 under the Exchange Act, except that a Person will be deemed to have
      "beneficial ownership" of all shares that any such Person has the right to
      acquire, whether such right is exercisable immediately or only after the
      passage of time), directly or indirectly, in the aggregate of a lesser
      percentage of the total voting power of the Voting Stock of the Company
      than such other Person or group (for purposes of this clause (b) (i) a
      Person or group (a "Parent Group") shall be deemed to beneficially own any
      Voting Stock of a specified Person (a "Subsidiary Person") held by an
      intermediate Person (an "Intermediate Person") so long as such Parent
      Group beneficially owns, directly or indirectly, in the aggregate a
      majority of the total voting power of the Voting Stock of such
      Intermediate Person and (ii) a Parent Group shall be deemed to own the
      percentage of Voting Stock of a Subsidiary Person that it owns of an
      Intermediate Person so long as such Intermediate Person beneficially owns
      all of the Voting Stock of such Subsidiary Person); or

            (c) the sale, transfer, assignment, lease, conveyance or other
      disposition, directly or indirectly, of all or substantially all the
      assets of the Company and the Restricted Subsidiaries, considered as a
      whole (other than a disposition of such assets as an entirety or virtually
      as an entirety to a Wholly Owned Subsidiary or direct or indirect parent
      of the Company or one or more

                                      -4-
<PAGE>

      Permitted Holders), shall have occurred, or the Company merges,
      consolidates or amalgamates with or into any other Person (other than with
      a direct or indirect parent or subsidiary of the Company or one or more
      Permitted Holders) or any other Person (other than one or more Permitted
      Holders) merges, consolidates or amalgamates with or into the Company, in
      any such event pursuant to a transaction in which the outstanding Voting
      Stock of the Company is reclassified into or exchanged for cash,
      securities or other Property, other than any such transaction where (1)
      the outstanding Voting Stock of the Company is reclassified into or
      exchanged for Voting Stock of the surviving Person and (2) the holders of
      the Voting Stock of the Company immediately prior to such transaction own,
      directly or indirectly, not less than a majority of the Voting Stock of
      the surviving Person immediately after such transaction; or

            (d) during any period of two consecutive years, individuals who at
      the beginning of such period constituted the Board of Directors (together
      with any new directors whose election or appointment or whose nomination
      for election (1) was approved by a vote of a majority of the directors
      then still in office who were either directors at the beginning of such
      period or whose election or nomination for election was previously so
      approved or (2) was pursuant to one or more agreements among members in
      effect on the Issue Date) cease for any reason to constitute a majority of
      the Board of Directors then in office; or

            (e) the members of the Company shall have approved any plan of
      liquidation or dissolution of the Company.

            For the avoidance of doubt, by way of example, with respect to
clause (b) above, if the Company is a wholly owned subsidiary of an Intermediate
Person and such Intermediate Person is a wholly owned subsidiary of an
Intermediate Person (such top level Intermediate Person being an "Ultimate
Parent Person"), beneficial ownership of such Ultimate Parent Person shall be
deemed to be beneficial ownership of the Company.

            Notwithstanding the foregoing, a transaction effected to create a
new holding company of the Issuers other than Homebase pursuant to an
Intermediate Holdco Reorganization or otherwise will not be deemed to constitute
a Change of Control if (1) pursuant to such transaction each Issuer becomes a
Wholly Owned Subsidiary of such holding company and (2) the events or
circumstances set forth in clause (a) or (b) above, as applicable, do not occur
with respect to such new holding company (as if it were the "Company") in
connection with such reorganization.

            "Clearstream" means Clearstream Banking, societe anonyme, or any
successor securities clearing agency.

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

            "Collateral" means all of the Pledged Stock (as defined in the
Pledge and Guarantee Agreement).

            "Commodity Price Protection Agreement" means, in respect of a
Person, any forward contract, commodity swap agreement, commodity option
agreement or other similar agreement or arrangement designed to protect such
Person against fluctuations in commodity prices.

            "Company" means Homebase Acquisition, LLC, a Delaware limited
liability company, and any successor in interest thereto; provided, however,
that if there is an Intermediate Holdco Reorganization, "Company" shall mean the
immediate parent of the Issuers as contemplated by such Intermediate Holdco
Reorganization.

                                      -5-
<PAGE>

            "Company Request", "Company Order" and "Company Consent" mean,
respectively, a written request, order or consent signed in the name of the
Company or the Issuers, as the case may be, pursuant to Section 1.20 by an
Officer of the Company (in the case of the Company) or an Officer of each Issuer
(in the case of the Issuers).

            "Consolidated Interest Expense" means, for any period, the total
interest expense of the Issuers and their Restricted Subsidiaries on a
consolidated combined basis, plus, to the extent not included in such total
interest expense, and to the extent Incurred by the Issuers or their Restricted
Subsidiaries, without duplication,

            (a) interest expense attributable to leases constituting part of a
      Sale and Leaseback Transaction and to capital leases,

            (b) amortization of debt discount and debt issuance cost, including
      commitment fees,

            (c) capitalized interest,

            (d) non-cash interest expenses,

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

            (f) net costs associated with Hedging Obligations (including
      amortization of fees),

            (g) Disqualified Stock Dividends,

            (h) Preferred Stock Dividends,

            (i) interest Incurred in connection with Investments in discontinued
      operations,

            (j) interest accruing on any Indebtedness of any other Person to the
      extent such Indebtedness is Guaranteed by an Issuer or any of its
      Restricted Subsidiaries and

            (k) the lesser of (1) cash contributions to any employee stock
      ownership plan or similar trust and (2) the interest or fees paid by such
      plan or trust to any Person (other than the Issuers) in connection with
      Indebtedness Incurred by such plan or trust.

            "Consolidated Net Income" means, for any period, the net income
(loss) of the Issuers and their Subsidiaries on a consolidated combined basis;
provided, however, that there shall not be included in such Consolidated Net
Income

            (a) any net income (loss) of any Person (other than the Issuers) if
      such Person is not a Restricted Subsidiary of an Issuer, except that (1)
      subject to the exclusion contained in clause (c) below, there shall be
      included in such Consolidated Net Income up to the aggregate amount of
      cash distributed by such Person during such period to the Issuers or their
      Restricted Subsidiaries as a dividend or other distribution, whether or
      not reflected on the Issuers' consolidated combined income statement, and
      (2) the Issuers' equity in a net loss of any such Person other than an
      Unrestricted Subsidiary for such period shall be included in determining
      such Consolidated Net Income,

                                      -6-
<PAGE>

            (b) any net income (but not loss) of any Restricted Subsidiary of an
      Issuer, if such Restricted Subsidiary is subject to restrictions, directly
      or indirectly, on the payment of dividends or the making of distributions,
      directly or indirectly, to such Issuer, except that, subject to the
      exclusion contained in clause (c) below, such Issuer's equity in the net
      income of any such Restricted Subsidiary for such period shall be included
      in such Consolidated Net Income up to the aggregate amount of cash
      distributed by such Restricted Subsidiary during such period to such
      Issuer or another of such Issuer's Restricted Subsidiaries as a dividend
      or other distribution, plus the amount of income accrued during such
      period in excess of such distributed cash to the extent such excess income
      could be distributed on the date of determination (subject, in the case of
      a dividend or other distribution to another Restricted Subsidiary of such
      Issuer, to the limitation contained in this clause),

            (c) any gain (but not loss) realized upon the sale or other
      disposition of any Property of the Issuers or any of their Subsidiaries on
      a consolidated combined basis (including pursuant to any Sale and
      Leaseback Transaction) that is not sold or otherwise disposed of in the
      ordinary course of business,

            (d) any net, after tax extraordinary gain or loss,

            (e) the cumulative effect of a change in accounting principles and

            (f) any non-cash compensation expense realized for grants of
      performance shares, stock options or other stock awards to officers,
      directors and employees of an Issuer or any of its Restricted
      Subsidiaries,

in each case, for such period.

            "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be administered, which
office on the Issue Date is located at 213 Court Street, Suite 703, Middletown,
CT, 06457, Attn: Corporate Trust Office.

            "Credit Agreement" means that certain credit agreement, dated as of
April 14, 2004, among Homebase, CCI Texas, CCI Illinois, Consolidated
Communications, Inc., Consolidated Communications Acquisition Texas Inc., the
lenders referred to therein, Citicorp North America, Inc., as administrative
agent, Credit Suisse First Boston LLC, as syndication agent, Credit Suisse First
Boston LLC and Citigroup Global Markets Inc., as joint lead arrangers and joint
bookrunners, and Deutsche Bank Trust Company Americas, as documentation agent.

            "Credit Facilities" means one or more of (1) the Credit Agreement
and (2) other facilities or arrangements, in each case with one or more banks or
other institutions providing for revolving credit loans, term loans, receivables
financings (including without limitation through the sale of receivables to such
institutions or to special purpose entities formed to borrow from such
institutions against such receivables), letters of credit or other Indebtedness,
in each case, including all agreements, instruments and documents executed and
delivered pursuant to or in connection with any of the foregoing, including but
not limited to any promissory notes and letters of credit issued pursuant
thereto and any guarantee and collateral agreement, patent and trademark
security agreement, mortgages or letter of credit applications and other
guarantees, pledge agreements, security agreements and collateral documents, in
each case as the same may be amended, supplemented, waived or otherwise modified
from time to time, or refunded, refinanced, restructured, replaced, renewed,
repaid, increased or extended from time to time (whether in whole or in part,
whether with the original banks or other institutions or other banks or other
institutions or otherwise, and whether provided under any original Credit
Facility or one or more other credit agreements,

                                      -7-
<PAGE>

indentures, financing agreements or other Credit Facilities or otherwise).
Without limiting the generality of the foregoing, the term "Credit Facility"
shall include any agreement

            (a) changing the maturity of any Indebtedness incurred thereunder or
      contemplated thereby,

            (b) adding Subsidiaries as additional borrowers or guarantors
      thereunder,

            (c) increasing the amount of Indebtedness incurred thereunder or
      available to be borrowed thereunder or

            (d) otherwise altering the terms and conditions thereof.

            "Currency Exchange Protection Agreement" means, in respect of a
Person, any foreign exchange contract, currency swap agreement, currency option
or other similar agreement or arrangement designed to protect such Person
against fluctuations in currency exchange rates.

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

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

            "Designated Non-Cash Consideration" means the Fair Market Value of
non-cash consideration received by an Issuer or a Restricted Subsidiary in
connection with an Asset Sale that is designated as Designated Non-Cash
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 Non-Cash Consideration.

            "Disqualified Stock" means, with respect to any Person, 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 either case at the option of the
holder thereof) or otherwise (a) matures or is mandatorily redeemable pursuant
to a sinking fund obligation or otherwise, (b) is or may become redeemable or
repurchaseable at the option of the holder thereof, in whole or in part, or (c)
is convertible or exchangeable at the option of the holder thereof for
Indebtedness or Disqualified Stock, on or prior to, in the case of clause (a),
(b) or (c), the date that is 91 days after the Stated Maturity of the Notes,
provided, however, that any Capital Stock that would not constitute Disqualified
Stock but for provisions thereof giving holders thereof the right to require
such Person to purchase or redeem such Capital Stock in cash upon the occurrence
of an "Asset Sale" or "Change of Control" (or similar terms having the same
meaning) occurring prior to the date that is 91 days after the Stated Maturity
of the Notes shall not constitute Disqualified Stock if:

            (x) the "asset sale" or "change of control" provisions applicable to
      such Capital Stock are not more favorable to the holders of such Capital
      Stock than the terms applicable to the Notes and described in Sections
      4.12 and 4.15 of this Indenture; and

            (y) any such requirement only becomes operative after compliance
      with such terms applicable to the Notes, including the purchase of any
      notes tendered pursuant thereto;

provided further, however, that any Capital Stock of an Issuer that would
otherwise constitute Disqualified Stock shall not be deemed to constitute
Disqualified Stock if the holders thereof cannot require that it be paid or
redeemed in cash upon its Stated Maturity or upon the happening of any event if
the issuer

                                      -8-
<PAGE>

thereof has the option to satisfy its obligations thereunder in additional
shares of Capital Stock (provided that such additional shares of Capital Stock
would not otherwise constitute Disqualified Stock).

            "Disqualified Stock Dividends" means all dividends with respect to
Disqualified Stock of an Issuer held by Persons other than a Wholly Owned
Subsidiary of such Issuer. The amount of any such dividend shall be equal to the
quotient of such dividend divided by the difference between one and the maximum
statutory federal income tax rate (expressed as a decimal number between 1 and
0) then applicable to such Issuer.

            "EBITDA" means, for any period, an amount equal to, for the Issuers
and their Restricted Subsidiaries on a consolidated combined basis, (a) the sum
of Consolidated Net Income for such period, plus the following to the extent
deducted in computing Consolidated Net Income for such period:

            (1) the provision for taxes based on income or profits or utilized
      in computing net loss,

            (2) Consolidated Interest Expense,

            (3) depreciation expense,

            (4) amortization expense,

            (5) any other non-cash items (other than any such non-cash item to
      the extent that it represents an accrual of or reserve for cash
      expenditures in any future period),

            (6) the amount of management, monitoring, consulting and advisory
      fees and related expenses paid to the Company or any of its Equity
      Investors (or any accruals relating to such fees and related expenses)
      during such period, provided that such amount shall not exceed $5.0
      million in any fiscal year, and

            (7) (a) any unusual or nonrecurring charges, fees or expenses,
      including those relating to the Transactions (including for severance
      payments, retention bonuses, transaction fees and expenses and other
      unusual or nonrecurring charges, fees or expenses relating to the
      Transactions) to the extent incurred on or prior to the Issue Date and (b)
      other charges relating to the integration of the businesses and operations
      of the Issuers and their Subsidiaries after the Issue Date up to, in the
      case of clause (b) of this paragraph (7), an aggregate of $15.0 million
      for fiscal years 2004 and 2005,

minus (b) all non-cash items increasing Consolidated Net Income for such period.
Notwithstanding the foregoing, the provision for taxes based on the income or
profits of, and the depreciation and amortization and other non-cash charges of,
a Restricted Subsidiary of an Issuer shall be added to Consolidated Net Income
to compute EBITDA only to the extent (and in the same proportion) that the net
income of such Restricted Subsidiary of an Issuer was included in calculating
Consolidated Net Income and only if a corresponding amount would be permitted at
the date of determination to be dividended to such Issuer by such Restricted
Subsidiary without prior approval of any governmental body or regulatory
authority (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 such Restricted Subsidiary or its shareholders.

            For the avoidance of doubt, the adjustments to "cash flows from
investing activities" under the column "Unaudited Combined Pro Forma" for the
year ended December 31, 2003 in the Offering

                                      -9-
<PAGE>

Circular under "Summary -- Summary Unaudited Combined Pro Forma Financial and
Other Data" shall be deemed to fall within the definition of "EBITDA."

            "Equity Investors" means (1) Central Illinois Telephone, LLC and its
current or future Affiliates, (2) Providence Equity Partners IV, L.P. and its
current or future Affiliates and (3) Spectrum Equity Investors IV, L.P. and its
current or future Affiliates.

            "Equity Sale" means (1) a Public Equity Offering following which a
Public Market exists or (2) a Strategic Equity Investment.

            "Euroclear" means Euroclear Bank S.A./N.V., as operator of the
Euroclear System, or any successor securities clearing agency.

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

            "Exchange Notes" means the Issuers' 9-3/4% Senior Notes due 2012,
containing terms substantially identical to the Initial Notes or any Initial
Additional Notes (except that (i) such Exchange Notes may omit terms with
respect to transfer restrictions and may be registered under the Securities Act,
and (ii) certain provisions relating to an increase in the stated rate of
interest thereon may be eliminated), that are issued and exchanged for (a) the
Initial Notes, as provided for in the Registration Rights Agreement or (b) such
Initial Additional Notes as may be provided in any registration rights agreement
relating to such Additional Notes and this Indenture (including any amendment or
supplement hereto).

            "Fair Market Value" means, with respect to any Property, the price
that could be negotiated in an arm's-length free market transaction, for cash,
between a willing seller and a willing buyer, neither of whom is under undue
pressure or compulsion to complete the transaction. Fair Market Value shall be
determined, except as otherwise provided, (a) if such Property has a Fair Market
Value equal to or less than $5.0 million, by any Officer of the applicable
Issuer or (b) if such Property has a Fair Market Value in excess of $5.0
million, by a majority of the Board of Directors of the applicable Issuer and
evidenced by a board resolution, dated within 30 days of the relevant
transaction, delivered to the Trustee.

            "GAAP" means United States generally accepted accounting principles
as in effect on the Issue Date, including those set forth

            (a) in the opinions and pronouncements of the Accounting Principles
      Board of the American Institute of Certified Public Accountants,

            (b) in the statements and pronouncements of the Financial Accounting
      Standards Board,

            (c) in such other statements by such other entity as approved by a
      significant segment of the accounting profession and

            (d) in the rules and regulations of the SEC or the Public Company
      Accounting Oversight Board governing the inclusion of financial statements
      (including pro forma financial statements) in periodic reports required to
      be filed pursuant to Section 13 of the Exchange Act, including opinions
      and pronouncements in staff accounting bulletins and similar written
      statements from the accounting staff of the SEC.

            "Guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness of any other Person
and any obligation, direct or indirect, contingent

                                      -10-
<PAGE>

or otherwise, of such Person (a) to purchase or pay (or advance or supply funds
for the purchase or payment of) such Indebtedness of such other Person (whether
arising by virtue of partnership arrangements, or by agreements to keep-well, to
purchase assets, goods, securities or services, to take-or-pay or to maintain
financial statement conditions or otherwise) or (b) entered into for the purpose
of assuring in any other manner the obligee against loss in respect thereof (in
whole or in part); provided, however, that the term "Guarantee" shall not
include (1) endorsements for collection or deposit in the ordinary course of
business or (2) a contractual commitment by one Person to invest in another
Person for so long as such Investment is reasonably expected to constitute a
Permitted Investment under clause (c) of the definition of "Permitted
Investments." The term "Guarantee" used as a verb has a corresponding meaning.
The term "Guarantor" shall mean any Person Guaranteeing any obligation.

            "Hedging Obligation" of any Person means any obligation of such
Person pursuant to any Interest Rate Agreement, Currency Exchange Protection
Agreement, Commodity Price Protection Agreement or any other similar agreement
or arrangement.

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

            "Incur" means, with respect to any Indebtedness or other obligation
of any Person, to create, issue, incur (by merger, conversion, exchange or
otherwise), extend, assume, Guarantee or become liable in respect of such
Indebtedness or other obligation or the recording, as required pursuant to GAAP
or otherwise, of any such Indebtedness or obligation on the balance sheet of
such Person (and "Incurrence" and "Incurred" shall have meanings correlative to
the foregoing); provided, however, that a change in GAAP that results in an
obligation of such Person that exists at such time, and is not theretofore
classified as Indebtedness, becoming Indebtedness shall not be deemed an
Incurrence of such Indebtedness; provided further, however, that solely for
purposes of determining compliance with Section 4.07 of this Indenture,
amortization of debt discount shall not be deemed to be the Incurrence of
Indebtedness, provided that in the case of Indebtedness sold at a discount, the
amount of such Indebtedness Incurred shall at all times be the accreted value of
such Indebtedness.

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

            (a) the principal of and premium (if any) in respect of (1) debt of
      such Person for money borrowed and (2) debt evidenced by notes,
      debentures, bonds or other similar instruments for the payment of which
      such Person is responsible or liable;

            (b) all Capital Lease Obligations of such Person and all
      Attributable Indebtedness in respect of Sale and Leaseback Transactions
      entered into by such Person;

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

            (d) all obligations of such Person for the reimbursement of any
      obligor on any letter of credit, banker's acceptance or similar credit
      transaction (other than obligations with respect to letters of credit
      securing obligations (other than obligations described in (a) through (c)
      above) entered into in the ordinary course of business of such Person to
      the extent such letters of credit are not drawn upon or, if and to the
      extent drawn upon, such drawing is reimbursed no later than

                                      -11-
<PAGE>

      the third Business Day following receipt by such Person of a demand for
      reimbursement following payment on the letter of credit);

            (e) the amount of all obligations of such Person with respect to the
      Repayment of any Disqualified Stock or, with respect to any Subsidiary of
      such Person, any Preferred Stock (but excluding, in each case, any accrued
      dividends but only to the extent that any such dividends are mandatorily
      payable pursuant to the certificate of designations, or other applicable
      instrument, pursuant to which such Preferred Stock was issued);

            (f) all obligations of the type referred to in clauses (a) through
      (e) of other Persons and all dividends of other Persons for the payment of
      which, in either case, such Person is responsible or liable, directly or
      indirectly, as obligor, guarantor or otherwise, including by means of any
      Guarantee;

            (g) all obligations of the type referred to in clauses (a) through
      (f) of other Persons secured by any Lien on any Property of such Person
      (whether or not such obligation is assumed by such Person), the amount of
      such obligation being deemed to be the lesser of the value of such
      Property or the amount of the obligation so secured; and

            (h) to the extent not otherwise included in this definition, Hedging
      Obligations of such Person.

The amount of Indebtedness of any Person at any date shall be the outstanding
balance at such date of all unconditional obligations as described above and the
maximum liability, upon the occurrence of the contingency giving rise to the
obligation, of any contingent obligations at such date. The amount of
Indebtedness represented by a Hedging Obligation shall be equal to (1) zero if
such Hedging Obligation has been Incurred pursuant to clause (h) of the second
paragraph of Section 4.07 of this Indenture or (2) the notional amount of such
Hedging Obligation if not Incurred pursuant to such clause. Notwithstanding the
foregoing, "Indebtedness" shall not include (1) advance payments by customers in
the ordinary course of business for services or products to be provided or
delivered in the future or (2) deferred taxes.

            "Independent Appraiser" means an investment banking firm of national
standing or any third party appraiser of national standing, provided that such
firm or appraiser is not an Affiliate of the Company or either Issuer.

            "Initial Additional Notes" means Additional Notes issued in an
offering not registered under the Securities Act (and any Notes issued in
respect thereof pursuant to Section 3.04, 3.05, 3.06, 3.12(c), 3.12(d) or
10.08).

            "Initial Notes" means the Issuers' 9-3/4% Senior Notes due 2012,
issued on the Issue Date (and any Notes issued in respect thereof pursuant to
Section 3.04, 3.05, 3.06, 3.12(c), 3.12(d) or 10.08).

            "Interest Payment Date" means, when used with respect to any Note
and any installment of interest thereon, the date specified in such Note as the
fixed date on which such installment of interest is due and payable, as set
forth in such Note.

            "Interest Rate Agreement" means, for any Person, any interest rate
swap agreement, interest rate cap agreement, interest rate collar agreement or
other similar agreement designed to protect against fluctuations in interest
rates.

                                      -12-
<PAGE>

            "Investment" by any Person means any direct or indirect loan (other
than advances to customers in the ordinary course of business that are recorded
as accounts receivable on the balance sheet of such Person), advance or other
extension of credit or capital contribution (by means of transfers of cash or
other Property to others or payments for Property or services for the account or
use of others, or otherwise) to, or Incurrence of a Guarantee of any obligation
of, or purchase or acquisition of Capital Stock, bonds, notes, debentures or
other securities or evidence of Indebtedness issued by, any other Person but
shall exclude direct or indirect 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 an Issuer's or any
Restricted Subsidiary's balance sheet, endorsements for collection or deposit
arising in the ordinary course of business and extensions of trade credit on
commercially reasonable terms in accordance with normal trade practices. For
purposes of Sections 4.09 and 4.16 of this Indenture and the definition of
"Restricted Payment," "Investment" shall include the portion (proportionate to
an Issuer's equity interest in such Subsidiary) of the Fair Market Value of the
net assets of any Subsidiary of an Issuer at the time that such Subsidiary is
designated an Unrestricted Subsidiary. In determining the amount of any
Investment made by transfer of any Property other than cash, such Property shall
be valued at its Fair Market Value at the time of such Investment.

            "Issue Date" means the first date on which Initial Notes are issued.

            "Issuers" means CCI Illinois and CCI Texas.

            "Leverage Ratio" means the ratio of (a) the outstanding Indebtedness
of the Issuers and their Restricted Subsidiaries on a consolidated combined
basis to (b) the Pro Forma EBITDA for the last four full fiscal quarters
preceding the date on which such calculation is made.

            "Lien" means, with respect to any Property of any Person, any
mortgage or deed of trust, pledge, hypothecation, assignment, deposit
arrangement, security interest, lien, charge, easement (other than any easement
not materially impairing usefulness or marketability), encumbrance, preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever on or with respect to such Property (including any Capital
Lease Obligation, conditional sale or other title retention agreement having
substantially the same economic effect as any of the foregoing or any Sale and
Leaseback Transaction).

            "LLC Agreement" means the Second Amended and Restated Limited
Liability Company Agreement, dated as of January 15, 2004 among Homebase and the
members listed on Schedule A thereto, as the same may be amended from time to
time.

            "Moody's" means Moody's Investors Service, Inc. and any successor to
the rating agency business thereof.

            "Net Available Cash" from any Asset Sale means cash payments
received therefrom (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise,
but only as and when received, but excluding any other consideration received in
the form of assumption by the acquiring Person of Indebtedness or other
obligations relating to the Property that is the subject of such Asset Sale or
received in any other non-cash form), in each case net of

            (a) all legal, title and recording tax expenses, commissions and
      other fees and expenses incurred, and all Federal, state, provincial,
      foreign and local taxes required to be accrued as a liability under GAAP,
      as a consequence of such Asset Sale,

                                      -13-
<PAGE>

            (b) all payments made on any Indebtedness that is secured by any
      Property subject to such Asset Sale, in accordance with the terms of any
      Lien upon or other security agreement of any kind with respect to such
      Property, or which must by its terms, or in order to obtain a necessary
      consent to such Asset Sale, or by applicable law, be repaid out of the
      proceeds from such Asset Sale,

            (c) all distributions and other payments required to be made to
      minority interest holders in Subsidiaries or joint ventures as a result of
      such Asset Sale,

            (d) the deduction of appropriate amounts provided by the seller as a
      reserve, in accordance with GAAP, against any liabilities associated with
      the Property disposed in such Asset Sale and retained by the Company or
      any Restricted Subsidiary after such Asset Sale, and

            (e) any portion of the purchase price from an Asset Sale placed in
      escrow, whether as a reserve for adjustment of the purchase price, for
      satisfaction of indemnities in respect of such Asset Sale or otherwise in
      connection with that Asset Sale; provided, however, that upon the
      termination of such escrow, Net Available Cash will be increased by any
      portion of funds in the escrow that are released to an Issuer or any
      Restricted Subsidiary.

            "Note Guarantee" means any of (x) the Guarantee of the Notes by the
Company to be entered into on the Issue Date pursuant to the Pledge and
Guarantee Agreement and (y) the Guarantee of the Guaranteed CCI Illinois
Obligations by CCI Texas and the Guarantee of the Guaranteed CCI Texas
Obligations by CCI Illinois to be entered into on the Issue Date as provided in
Section 13.01.

            "Note Guarantor" means each of the Company and the Issuers pursuant
to the Note Guarantee.

            "Notes" means the Initial Notes, any Additional Notes, the Exchange
Notes and any Notes issued in respect thereof pursuant to Section 3.04, 3.05,
3.06, 3.12(c), 3.12(d) or 10.08.

            "Offering Circular" means the Offering Circular of the Issuers and
the Company dated April 2, 2004.

            "Officer" means the Chief Executive Officer, the President, the
Chief Financial Officer, the Chief Operating Officer or any Vice President of
the Company.

            "Officers' Certificate" means a certificate signed by two Officers
of the applicable Issuer, at least one of whom shall be the principal executive
officer or principal financial officer of such Issuer, and delivered to the
Trustee.

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

            "Original Notes" means the Initial Notes and any Exchange Notes
issued in exchange therefor.

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

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

                                      -14-
<PAGE>

            (ii) Notes for whose payment or redemption money in the necessary
      amount has been theretofore deposited with the Trustee or any Paying Agent
      in trust for the Holders of such Notes, provided that, if such Notes are
      to be redeemed, notice of such redemption has been duly given pursuant to
      this Indenture or provision therefor reasonably satisfactory to the
      Trustee has been made; and

            (iii) Notes in exchange for or in lieu of which other Notes have
      been authenticated and delivered pursuant to this Indenture.

            A Note does not cease to be Outstanding because an Issuer or any
Affiliate of the Issuers holds the Note, provided that in determining whether
the Holders of the requisite amount of Outstanding Notes have given any request,
demand, authorization, direction, notice, consent, waiver or other action
hereunder, Notes owned by an Issuer or any Affiliate of an Issuer shall be
disregarded and deemed not to be Outstanding, except that, for the purpose of
determining whether the Trustee shall be protected in relying on any such
request, demand, authorization, direction, notice, consent, waiver or other
action, only Notes which the Trustee actually knows are so owned shall be so
disregarded. Notes so owned that have been pledged in good faith may be regarded
as Outstanding if the pledgee establishes to the reasonable satisfaction of the
Trustee the pledgee's right to act with respect to such Notes and that the
pledgee is not an Issuer or an Affiliate of either Issuer.

            "Parent" means the direct and/or indirect parent of the Company and
the Issuers, including by means of any reorganization, conversion, merger or
other transaction, and any successor in interest thereto.

            "Paying Agent" means any Person authorized by either Issuer to pay
the principal of (and premium, if any) or interest on any Notes on behalf of
such Issuer.

            "Permitted Holder" means any of the Equity Investors or any
successor entity of the Equity Investors controlled by the current principals of
the Equity Investors or any entity controlled by, or under common control with,
the Equity Investors and their respective estates, spouses, ancestors and lineal
descendants, the legal representatives of any of the foregoing and the trustees
of any bona fide trusts of which the foregoing are the sole beneficiaries or the
grantors, or any Person of which the foregoing "beneficially owns" (as defined
in Rule 13d-3 under the Exchange Act), individually or collectively with any of
the foregoing, at least a majority of the total voting power of the Voting Stock
of such Person.

            "Permitted Investment" means any Investment by the Issuers or their
Restricted Subsidiaries in:

            (a) an Issuer or any Restricted Subsidiary of such Issuer, or any
      Person that will, upon the making of such Investment, become a Restricted
      Subsidiary;

            (b) any Person if as a result of such Investment such Person is
      merged or consolidated with or into, or transfers or conveys all or
      substantially all its Property to, such Issuer or its Restricted
      Subsidiaries, provided that such Person's primary business is a
      Telecommunications Business;

            (c) Temporary Cash Investments;

            (d) receivables owing to an Issuer or its Restricted Subsidiaries,
      if created or acquired in the ordinary course of business and payable or
      dischargeable in accordance with customary

                                      -15-
<PAGE>

      trade terms; provided, however, that such trade terms may include such
      concessionary trade terms as such Issuer or its Restricted Subsidiary
      deems reasonable under the circumstances;

            (e) payroll, travel and similar advances to employees and other
      advances to customers and vendors, in each case, to cover matters that are
      expected at the time of such advances ultimately to be treated as expenses
      for accounting purposes and that are made in the ordinary course of
      business of an Issuer or its Restricted Subsidiaries;

            (f) loans and advances to employees made in the ordinary course of
      business of an Issuer or its Restricted Subsidiaries, as the case may be,
      provided that such loans and advances do not exceed $2.0 million at any
      one time outstanding;

            (g) stock, obligations or other securities received in settlement of
      debts created in the ordinary course of business and owing to an Issuer or
      its Restricted Subsidiaries or in satisfaction of judgments;

            (h) any Person to the extent such Investment represents the non-cash
      portion of the consideration received in connection with an Asset Sale
      consummated in compliance with Section 4.12 of this Indenture;

            (i) any acquisition of assets solely in exchange for the issuance of
      Capital Stock (other than Disqualified Stock) of an Issuer or any of its
      Restricted Subsidiaries;

            (j) Hedging Obligations entered into in the ordinary course of
      business and not for speculative purposes;

            (k) Investments in the Notes, any Additional Notes or any Exchange
      Notes;

            (l) any Person where such Investment was acquired by the Company, an
      Issuer or any Restricted Subsidiary (1) in exchange for any other
      Investment or accounts receivable held by the Company, an Issuer 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 (2) as a result of a
      foreclosure by the Company, an Issuer or any Restricted Subsidiary with
      respect to any secured Investment or other transfer of title with respect
      to any secured Investment in default;

            (m) any Person to the extent such Investments consist of prepaid
      expenses, negotiable instruments held for collection and lease, utility
      and workers' compensation, performance and other similar deposits made in
      the ordinary course of business by the Company, an Issuer or any
      Restricted Subsidiary;

            (n) other Investments equal to the amount of net proceeds received
      by the Company or an Issuer (and if received by the Company, which
      proceeds are contributed to an Issuer or the Issuers) after the closing
      date from an Equity Sale or as a capital contribution, from the sale of
      its Capital Stock (other than Disqualified Stock) to a Person who is not a
      direct or indirect Subsidiary of the Company, except to the extent such
      net proceeds are used to make Restricted Payments permitted pursuant to
      clause (a)(3)(B) of Section 4.09;

            (o) any Investment existing as of the Issue Date, and any amendment,
      modification, extension or renewal thereof to the extent such amendment,
      modification, extension or renewal

                                      -16-
<PAGE>

      does not require an Issuer or any Restricted Subsidiary to make any
      additional cash or non-cash payments or provide additional services in
      connection therewith; and

            (p) other Investments made for Fair Market Value that do not exceed
      $10.0 million outstanding at any one time in the aggregate, when taken
      together with all other Investments made pursuant to this clause (p) since
      the Issue Date.

            "Permitted Liens" means:

            (a) Liens to secure Indebtedness permitted to be Incurred under
      Section 4.07(b)(2) of this Indenture and Hedging Obligations in respect of
      such Indebtedness owed to lenders under the Credit Facilities and their
      Affiliates (even if such lender ceases to be a party to the Credit
      Facilities);

            (b) Liens to secure Indebtedness permitted to be Incurred under
      Section 4.07(b)(3) of this Indenture, provided that any such Lien may not
      extend to any Property of an Issuer or any of its Restricted Subsidiaries,
      other than the Property acquired, constructed or leased with the proceeds
      of such Indebtedness and any improvements or accessions to such Property;

            (c) Liens for taxes, assessments or governmental charges or levies
      on the Property of an Issuer or any of its Restricted Subsidiaries if the
      same shall not at the time be delinquent or thereafter can be paid without
      penalty, or are being contested in good faith and by appropriate
      proceedings promptly instituted and diligently concluded, provided that
      any reserve or other appropriate provision that shall be required in
      conformity with GAAP shall have been made therefor;

            (d) Liens imposed by law, such as carriers', warehousemen's and
      mechanics' Liens and other similar Liens, on the Property of an Issuer or
      any of its Restricted Subsidiaries arising in the ordinary course of
      business and securing payment of obligations that are being contested in
      good faith and by appropriate proceedings, if such reserve or other
      appropriate provision, if any, as shall be required by GAAP shall have
      been made in respect thereof;

            (e) Liens on the Property of an Issuer or any of its Restricted
      Subsidiaries Incurred in the ordinary course of business to secure
      performance of obligations with respect to statutory or regulatory
      requirements, performance or return-of-money bonds, surety bonds or other
      obligations of a like nature and Incurred in the ordinary course of
      business (including, without limitation, landlord Liens on leased
      properties), in each case which are not Incurred in connection with the
      Incurrence of Indebtedness and which do not in the aggregate impair in any
      material respect the use of Property in the operation of the business of
      such Issuer and its Restricted Subsidiaries taken as a whole;

            (f) Liens on Property at the time an Issuer or any of its Restricted
      Subsidiaries acquired such Property, including any acquisition by means of
      a merger or consolidation with or into such Issuer or any of its
      Restricted Subsidiaries; provided, however, that any such Lien may not
      extend to any other Property of such Issuer or any of its Restricted
      Subsidiaries; provided further, however, that such Liens shall not have
      been Incurred in anticipation of or in connection with the transaction or
      series of transactions pursuant to which such Property was acquired by
      such Issuer or any of its Restricted Subsidiaries;

            (g) Liens on the Property of a Person at the time such Person
      becomes a Restricted Subsidiary of an Issuer; provided, however, that any
      such Lien may not extend to any other Property

                                      -17-
<PAGE>

      of such Issuer or any of its other Restricted Subsidiaries that is not a
      direct Subsidiary of such Person; provided further, however, that any such
      Lien was not Incurred in anticipation of or in connection with the
      transaction or series of transactions pursuant to which such Person became
      a Restricted Subsidiary;

            (h) pledges or deposits by an Issuer or any of its Restricted
      Subsidiaries under workmen's compensation laws, unemployment insurance
      laws or similar legislation, or good faith deposits in connection with
      bids, tenders, contracts (other than for the payment of Indebtedness) or
      leases to which such Issuer or any of its Restricted Subsidiaries is
      party, or deposits to secure public or statutory obligations of the
      Company, or deposits for the payment of rent, in each case Incurred in the
      ordinary course of business;

            (i) minor survey exceptions, minor encumbrances, or reservations of,
      or rights of others for, licenses, rights-of-way, sewers, electric lines,
      telegraph and telephone lines and other similar purposes, or zoning or
      other restrictions as to the use of real property or Liens incidental to
      the conduct of the business of such Person or to the ownership of its
      Properties which were not Incurred in connection with Indebtedness and
      which do not in the aggregate materially adversely affect the value of
      said Properties or materially impair their use in the operation of the
      business of such Person;

            (j) Liens in favor of an Issuer or any Restricted Subsidiary;

            (k) leases or subleases granted to, and any operating lease with,
      third persons in the ordinary course of business of an Issuer or any
      Restricted Subsidiary;

            (l) Liens securing reimbursement obligations with respect to letters
      of credit which encumber Property relating to such letters of credit and
      the products and proceeds thereof;

            (m) attachment or judgment Liens not giving rise to a Default or an
      Event of Default;

            (n) customary Liens for the fees, costs and expenses of trustees and
      escrow agents pursuant to an indenture, escrow agreement or similar
      agreement establishing a trust or escrow arrangement, and Liens pursuant
      to merger agreements, stock purchase agreements, asset sale agreements,
      option agreements and similar agreements in respect of the disposition of
      Property or assets of an Issuer or any Restricted Subsidiary on the
      Property to be disposed of, to the extent such dispositions are permitted
      hereunder;

            (o) Liens existing on the Issue Date not otherwise described in
      clauses (a) through (n) above;

            (p) Liens on the Property of an Issuer or any of its Restricted
      Subsidiaries to secure any Refinancing, in whole or in part, of any
      Indebtedness secured by Liens referred to in clause (b), (f), (g) or (o)
      above; provided, however, that any such Lien shall be limited to all or
      part of the same Property that secured the original Lien (together with
      improvements and accessions to such Property) and the aggregate principal
      amount of Indebtedness that is secured by such Lien shall not be increased
      to an amount greater than the sum of (1) the outstanding principal amount,
      or, if greater, the committed amount, of the Indebtedness secured by Liens
      described under clause (b), (f), (g) or (o) above, as the case may be, at
      the time the original Lien became a Permitted Lien under this Indenture
      and (2) an amount necessary to pay any fees and expenses, including
      premiums and defeasance costs, incurred by an Issuer or such Restricted
      Subsidiary in connection with such Refinancing;

                                      -18-
<PAGE>

            (q) Liens securing Indebtedness in an aggregate principal amount not
      to exceed $50.0 million at any one time outstanding and permitted to be
      Incurred under paragraph (a) of Section 4.07 of this Indenture and Hedging
      Obligations in respect of such Indebtedness owed to lenders under a Credit
      Facility and their Affiliates (even if such lender ceases to be a party to
      such Credit Facility);

            (r) Liens granted to secure the Notes pursuant to Section 4.14 of
      this Indenture; and

            (s) Liens not otherwise permitted by clauses (a) through (r) above
      encumbering assets having an aggregate Fair Market Value not in excess of
      $5.0 million.

            "Permitted Refinancing Indebtedness" means any Indebtedness that
Refinances any other Indebtedness, including any successive Refinancings, so
long as

            (a) such Indebtedness is in an aggregate principal amount (or if
      Incurred with original issue discount, an aggregate issue price) not in
      excess of the sum of (1) the aggregate principal amount (or if Incurred
      with original issue discount, the aggregate accreted value) then
      outstanding of the Indebtedness being Refinanced and (2) an amount
      necessary to pay any fees and expenses, including premiums and defeasance
      costs, related to such Refinancing,

            (b) the Average Life of such Indebtedness is equal to or greater
      than the Average Life of the Indebtedness being Refinanced,

            (c) the Stated Maturity of such Indebtedness is no earlier than the
      Stated Maturity of the Indebtedness being Refinanced and

            (d) the new Indebtedness shall not be senior in right of payment to
      the Indebtedness that is being Refinanced;

provided, however, that Permitted Refinancing Indebtedness shall not include (x)
Indebtedness of a Subsidiary that Refinances Indebtedness of an Issuer or (y)
Indebtedness of an Issuer or its Restricted Subsidiary that Refinances
Indebtedness of an Unrestricted Subsidiary of such Issuer.

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

            "Place of Payment" means a city or any political subdivision thereof
referred to in Article 3 and initially designated under Section 4.02.

            "Pledge and Guarantee Agreement" means that certain pledge and
guarantee agreement, dated as of April 14, 2004, among the Company, Citicorp
North America, Inc., as collateral agent for the first priority secured parties
and Wells Fargo Bank, N.A., as collateral agent for the second priority secured
parties.

            "Predecessor Notes" of any particular Note means every previous Note
evidencing all or a portion of the same debt as that evidenced by such
particular Note; and, for the purposes of this definition, any Note
authenticated and delivered under Section 306 in lieu of a mutilated, lost,
destroyed or stolen Note shall be deemed to evidence the same debt as the
mutilated, lost, destroyed or stolen Note.

                                      -19-
<PAGE>

            "Preferred Stock" means any Capital Stock of a Person, however
designated, which entitles the holder thereof to a preference with respect to
the payment of dividends, or as to the distribution of assets upon any voluntary
or involuntary liquidation or dissolution of such Person, over shares of any
other class of Capital Stock issued by such Person.

            "Preferred Stock Dividends" means all dividends with respect to
Preferred Stock of Restricted Subsidiaries of an Issuer held by Persons other
than such Issuer or a Wholly Owned Subsidiary of such Issuer. The amount of any
such dividend shall be equal to the quotient of such dividend divided by the
difference between one and the maximum statutory federal income tax rate
(expressed as a decimal number between 1 and 0) then applicable to the issuer of
such Preferred Stock.

            "Professional Service Fee Agreements" means each of the Professional
Service Fee Letter Agreement dated as of the Issue Date among Homebase, CCI,
Richard Lumpkin, Providence Equity Partners IV, Inc. and Applegate & Collatos,
Inc. and the Professional Service Fee Letter Agreement dated as of the Issue
Date among Texas Acquisition, Richard Lumpkin, Providence Equity Partners IV,
Inc. and Applegate & Collatos, Inc.

            "Pro forma" means, with respect to any calculation made or required
to be made pursuant to the terms hereof, (1) a calculation performed in
accordance with Article 11 of Regulation S-X promulgated under the Securities
Act, as interpreted in good faith by the Board of Directors of the applicable
Issuer after consultation with the independent certified public accountants of
the Issuers, or (2) otherwise a calculation made in good faith by the Board of
Directors of the applicable Issuer after consultation with the independent
certified public accountants of the Issuers, as the case may be.

            "Pro Forma EBITDA" means, for any period, the EBITDA of the Issuers
and their Restricted Subsidiaries on a consolidated combined basis, after giving
effect to the following: if (a) since the beginning of such period, the Issuers
or any of their Restricted Subsidiaries shall have made any Asset Sale,
Investment (by merger or otherwise) in any Restricted Subsidiary of such Issuer
(or any Person that becomes a Restricted Subsidiary of such Issuer) or an
acquisition of Property, (b) the transaction giving rise to the need to
calculate Pro Forma EBITDA is such an Asset Sale, Investment or acquisition or
(c) since the beginning of such period any Person (that subsequently became a
Restricted Subsidiary of such Issuer or was merged with or into such Issuer or
any Restricted Subsidiary of such Issuer since the beginning of such period)
shall have made such an Asset Sale, Investment or acquisition, EBITDA for such
period shall be calculated after giving pro forma effect to such Asset Sale,
Investment or acquisition as if such Asset Sale, Investment or acquisition
occurred on the first day of such period.

            For purposes of this definition, notwithstanding the definition of
"pro forma," EBITDA shall be calculated on a pro forma basis after giving effect
to cost savings resulting from employee terminations, facilities consolidations
and closings, standardization of employee benefits and compensation practices,
consolidation of property, casualty and other insurance coverage and policies,
standardization of sales representation commissions and other contract rates,
and reductions in taxes other than income taxes (collectively, "Cost Savings
Measures"), which cost savings the Company reasonably believes in good faith
would have been achieved during the period for which such calculation is being
made as a result of acquisitions of Property, including the Acquisition
(regardless of whether such Cost Savings Measures could then be reflected in pro
forma financial statements under GAAP, Regulation S-X promulgated by the SEC or
any other regulation or policy of the SEC), provided that both (1) such cost
savings and Cost Savings Measures were identified and such cost savings were
quantified in an Officers' Certificate delivered to the Trustee at the time of
the consummation of an acquisition of Property and such Officers' Certificate
states that such officers believe in good faith that actions will be commenced
or initiated within 90 days of such acquisition of Property to effect such Cost
Savings Measures and (2) with respect to each acquisition of Property completed
prior to the 90th day preceding such date of determination, actions

                                      -20-
<PAGE>

were commenced or initiated by the Company or any of its Restricted Subsidiaries
within 90 days of such acquisition of Property to effect the Cost Savings
Measures identified in such Officers' Certificate (regardless, however, of
whether the corresponding cost savings have been achieved).

            "Property" means, with respect to any Person, any interest of such
Person in any kind of property or asset, whether real, personal or mixed, or
tangible or intangible, including Capital Stock in, and other securities of, any
other Person. For purposes of any calculation required pursuant to this
Indenture, the value of any Property shall be its Fair Market Value.

            "Public Equity Offering" means an underwritten public offering of
common stock of the Company or any Parent, as the case may be, pursuant to an
effective registration statement under the Securities Act.

            "Public Market" means any time after (a) a Public Equity Offering
has been consummated and (b) at least 15.0% of the total issued and outstanding
common stock of the Company or any Parent, as the case may be, has been
distributed by means of an effective registration statement under the Securities
Act or sales pursuant to Rule 144 under the Securities Act.

            "Purchase Money Indebtedness" means Indebtedness (a) consisting of
the deferred purchase price of property, conditional sale obligations,
obligations under any title retention agreement, mortgage financings, other
purchase money obligations and obligations in respect of industrial revenue
bonds, in each case where the maturity of such Indebtedness does not exceed the
anticipated useful life of the Property being financed, and (b) Incurred to
finance the acquisition, construction or lease by an Issuer or its Restricted
Subsidiaries of such Property, including additions and improvements thereto;
provided, however, that such Indebtedness is Incurred within 180 days after the
acquisition, construction or lease of such Property by such Issuer or its
Restricted Subsidiaries.

            "QIB" or "Qualified Institutional Buyer" means a "qualified
institutional buyer," as that term is defined in Rule 144A under the Securities
Act.

            "Redemption Date" when used with respect to any Note to be redeemed
or purchased means the date fixed for such redemption or purchase by or pursuant
to this Indenture and the Notes.

            "Redemption Price" when used with respect to any Note to be redeemed
or purchased means the price at which it is to be redeemed or purchased pursuant
to this Indenture and the Notes.

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

            "Registration Rights Agreement" means the Registration Rights
Agreement dated as of April 14, 2004 among the Issuers, the Company and the
Initial Purchasers relating to the Notes.

            "Regular Record Date" for the interest payable on any Interest
Payment Date means the date specified for that purpose in Section 3.01.

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

            "Regulation S Certificate" means a certificate substantially in the
form attached hereto as Exhibit C.

                                      -21-
<PAGE>

            "Repay" means, in respect of any Indebtedness, to repay, prepay,
repurchase, redeem, legally defease or otherwise retire such Indebtedness.
"Repayment" and "Repaid" shall have correlative meanings. For purposes of
Section 4.12 and Section 4.07(b), Indebtedness shall be considered to have been
Repaid only to the extent the related loan commitment, if any, shall have been
permanently reduced in connection therewith, without the right on the part of
the Issuers or any of their Subsidiaries, pursuant to an agreement in effect at
the time of such Repayment, to cause such commitment to be reinstated or
replaced with a substantially similar commitment.

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

            "Resale Restriction Termination Date" means, with respect to any
Note, the date that is two years (or such other period as may hereafter be
provided under Rule 144(k) under the Securities Act or any successor provision
thereto as permitting the resale by nonaffiliates of Restricted Securities
without restriction) after the later of the original issue date in respect of
such Note and the last date on which an Issuer or any Affiliate of an Issuer was
the owner of such Note (or any Predecessor Note thereto).

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

            "Restricted Payment" means

            (a) any dividend or distribution (whether made in cash, securities
      or other Property) declared or paid on or with respect to any shares of
      Capital Stock of an Issuer or any of its Restricted Subsidiaries
      (including any payment in connection with any merger or consolidation with
      or into such Issuer or any of its Restricted Subsidiaries), except for (1)
      any dividend or distribution that is made solely to such Issuer or any of
      its Restricted Subsidiaries, (2) any dividend or distribution made to the
      shareholders of a Restricted Subsidiary on a pro rata basis or on a basis
      that results in the receipt by the Issuer or any of its Restricted
      Subsidiaries of dividends or distributions of greater value than it would
      receive on a pro rata basis or, (3) any dividend or distribution payable
      solely in shares of Capital Stock (other than Disqualified Stock) of such
      Issuer;

            (b) the purchase, repurchase, redemption, acquisition or retirement
      for value of any Capital Stock of an Issuer or any Affiliate of an Issuer
      (other than from such Issuer or any of its Restricted Subsidiaries) or any
      securities exchangeable for or convertible into any such Capital Stock,
      including the exercise of any option to exchange any Capital Stock (other
      than for or into Capital Stock of such Issuer that is not Disqualified
      Stock);

            (c) the purchase, repurchase, redemption, acquisition or retirement
      for value, prior to the date for any scheduled maturity, sinking fund or
      amortization or other installment payment, of any Subordinated Obligation
      (other than the purchase, repurchase or other acquisition of any
      Subordinated Obligation (1) purchased in anticipation of satisfying a
      scheduled maturity, sinking fund or amortization or other installment
      obligation, in each case due within one year of the date of acquisition,
      or (2) constituting Indebtedness of the type described in clause (4) of
      Section 4.07(b);

                                      -22-
<PAGE>

            (d) any Investment (other than Permitted Investments) in any Person;

            (e) the issuance, sale or other disposition of Capital Stock of any
      Restricted Subsidiary of an Issuer to a Person other than such Issuer or
      another Restricted Subsidiary of such Issuer if the result thereof is that
      such Restricted Subsidiary shall cease to be a Restricted Subsidiary of
      such Issuer, in which event the amount of such "Restricted Payment" shall
      be the Fair Market Value of the remaining interest, if any, in such former
      Restricted Subsidiary held by such Issuer and the other Restricted
      Subsidiaries of such Issuer; or

            (f) the amount of management, monitoring, consulting and advisory
      fees and related expenses paid to the Company or any of its Equity
      Investors (or any accruals relating to such fees and related expenses).

            "Restricted Subsidiary" means (a) any Subsidiary of an Issuer unless
such Subsidiary shall have been designated an Unrestricted Subsidiary as
permitted or required pursuant to Section 4.16 and (b) an Unrestricted
Subsidiary that is redesignated as a Restricted Subsidiary as permitted pursuant
to such Section.

            "Sale and Leaseback Transaction" means any arrangement relating to
Property now owned or hereafter acquired whereby an Issuer or any of its
Restricted Subsidiaries transfers such Property to another Person (other than
another Issuer or any Restricted Subsidiary) and such Issuer or any of its
Restricted Subsidiaries, within two years of such transfer, leases it from such
Person.

            "SEC" means the Securities and Exchange Commission.

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

            "Senior Indebtedness" means

            (a) the Notes;

            (b) all obligations consisting of the principal, premium, if any,
      and accrued and unpaid interest (including interest accruing on or after
      the filing of any petition in bankruptcy or for reorganization relating to
      the Issuers whether or not post-filing interest is allowed in such
      proceeding) in respect of (1) Indebtedness of the Issuers for borrowed
      money (including all monetary obligations of the Issuers under a Credit
      Facility) and (2) Indebtedness of the Issuers evidenced by notes,
      debentures, bonds or other similar instruments permitted under this
      Indenture for the payment of which the Issuers are responsible or liable;

            (c) all Capital Lease Obligations of the Issuers and all
      Attributable Indebtedness in respect of Sale and Leaseback Transactions
      entered into by the Issuers;

            (d) all obligations of the Issuers (1) for the reimbursement of any
      obligor on any letter of credit, bankers' acceptance or similar credit
      transaction, (2) under Hedging Obligations or (3) issued or assumed as the
      deferred purchase price of Property and all conditional sale obligations
      of the Issuers and all obligations under any title retention agreement
      permitted under this Indenture; and

            (e) all obligations of other Persons of the type referred to in
      clauses (a), (b), (c) and (d) for the payment of which the Issuers are
      responsible or liable as Guarantor;

                                      -23-
<PAGE>

provided, however, that Senior Indebtedness shall not include

            (A) any Indebtedness of the Issuers that is by its terms subordinate
      or junior in right of payment to the Notes or any other Indebtedness of
      the Issuers;

            (B) any Indebtedness Incurred in violation of the provisions of this
      Indenture (but, as to any such obligation, no such violation shall be
      deemed to exist for purposes of this clause (B) if the holders of such
      obligation or their representative and the Trustee shall have received an
      Officers' Certificate of the Issuers to the effect that the Incurrence of
      such Indebtedness does not (or, in the case of revolving credit
      indebtedness, that the Incurrence of the entire committed amount thereof
      at the date on which the initial borrowing thereunder is made would not)
      violate such provisions of this Indenture);

            (C) accounts payable or any other obligations of the Issuers to
      trade creditors created or assumed by the Issuers in the ordinary course
      of business in connection with the obtaining of materials or services
      (including Guarantees thereof or instruments evidencing such liabilities);

            (D) any liability for Federal, state, local or other taxes owed or
      owing by the Issuers;

            (E) any obligation of the Issuers to any Subsidiary; or

            (F) any obligations with respect to any Capital Stock of the
      Issuers.

            "Significant Subsidiary" means any Restricted Subsidiary of an
Issuer that would be a "significant subsidiary" of such Issuer within the
meaning of Rule 1-02 under Regulation S-X promulgated by the SEC, as in effect
on the Issue Date.

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

            "S&P" means Standard & Poor's Ratings Service, a division of The
McGraw-Hill Companies, Inc., and any successor to the rating agency business
thereof.

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

            "Stock Purchase Agreement" means the Stock Purchase Agreement dated
as of January 15, 2004, by and between Pinnacle One Partners, L.P. and Homebase
Acquisition Texas Corp., as the same may be amended from time to time.

            "Strategic Equity Investment" means an equity investment made by a
Strategic Investor in the Company contributed to an Issuer in an aggregate
amount of at least $25.0 million and that results in such Strategic Investor
becoming the owner of at least 15.0% of the total issued and outstanding common
stock of the Company.

            "Strategic Investor" means a corporation, partnership or other
entity engaged in one or more Telecommunications Businesses that has, or 80.0%
or more of the Voting Stock of which is owned

                                      -24-
<PAGE>

by a Person that has, an equity market capitalization, at the time of its
initial investment in the Company, in excess of $1.0 billion.

            "Subordinated Obligations" means, with respect to an Issuer or any
Note Guarantor, any Indebtedness of such Person (whether outstanding on the
Issue Date or thereafter Incurred) that is subordinate or junior in right of
payment to the Notes (in the case of such Issuer) or to the Note Guarantee (in
the case of such Note Guarantor) pursuant to a written agreement to that effect
(which shall include the subordination section of any document governing such
Indebtedness).

            "Subsidiary" means, in respect of any Person, any corporation,
company (including any limited liability company), association, partnership,
joint venture or other business entity of which a majority of the total voting
power of the Voting Stock is at the time owned or controlled, directly or
indirectly, by (a) such Person, (b) such Person and one or more Subsidiaries of
such Person or (c) one or more Subsidiaries of such Person.

            "Telecommunications Asset" means any Property, including licenses
and applications, bids and agreements to acquire licenses, or other authority to
provide telecommunications services, previously granted, or to be granted, by
the Federal Communications Commission, used or intended for use primarily in
connection with a Telecommunications Business.

            "Telecommunications Business" means the development, ownership or
operation of one or more telephone, telecommunications or information systems or
the provision of telephony, telecommunications or information services
(including, without limitation, any voice, video transmission, data or internet
services) and any related, ancillary or complementary business or other business
contemplated by the Offering Circular, provided that the determination of what
constitutes a Telecommunications Business shall be made in good faith by the
Board of Directors of an Issuer.

            "Temporary Cash Investments" means any of the following:

            (a) Investments in U.S. Government Obligations maturing within one
      year of such Investment;

            (b) Investments in time deposit accounts, certificates of deposit
      and money market deposits maturing within one year of the date of
      acquisition thereof issued by a bank or trust company organized under the
      laws of the United States of America or any State thereof or with First
      Mid-Illinois Bank & Trust, N.A., Mattoon, Illinois, or consistent with
      past practice or otherwise having capital, surplus and undivided profits
      aggregating in excess of $500.0 million and whose long-term debt is rated
      "A-3" or "A-" or higher according to Moody's or S&P (or such similar
      equivalent rating by at least one "nationally recognized statistical
      rating organization" (as defined in Rule 436 under the Securities Act));

            (c) Investments in repurchase obligations with a term of not more
      than 30 days for underlying securities of the types described in clause
      (a) entered into with a bank meeting the qualifications described in
      clause (b) above;

            (d) Investments in commercial paper, maturing not more than 90 days
      after the date of acquisition, issued by a corporation (other than an
      Affiliate of the Company) organized and in existence under the laws of the
      United States of America or with First Mid-Illinois Bank & Trust, N.A.,
      Mattoon, Illinois, or consistent with past practice or otherwise with a
      rating at the time as of which any Investment therein is made of "P-1" (or
      higher) according to Moody's or "A-1" (or

                                      -25-
<PAGE>

      higher) according to S&P (or such similar equivalent rating by at least
      one "nationally recognized statistical rating organization" (as defined in
      Rule 436 under the Securities Act));

            (e) direct obligations (or certificates representing an ownership
      interest in such obligations) of any State of the United States of America
      (including any agency or instrumentality thereof) for the payment of which
      the full faith and credit of such State is pledged and which are not
      callable or redeemable at the issuer's option, provided that (1) the
      long-term debt of such State is rated "A-3" or "A-" or higher according to
      Moody's or S&P (or such similar equivalent rating by at least one
      "nationally recognized statistical rating organization" (as defined in
      Rule 436 under the Securities Act)) and (2) such obligations mature within
      180 days of the date of acquisition thereof;

            (f) repurchase obligations with a term of not more than seven days
      for underlying securities of the types described in clauses (a) and (e)
      above entered into with any bank meeting the qualifications specified in
      clause (b) above; and

            (g) investments in money market funds which invest at least 95% of
      their assets in securities of the types described in clauses (a) through
      (f) above.

            "Texas Acquisition" means Consolidated Communications Acquisition
Texas, Inc., a Delaware corporation.

            "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-7bbbb) as in effect on the Issue Date.

            "Transactions" means, collectively, the entering into and
performing, as the case may be, of the following:

            (a) the amendment of the LLC Agreement (as contemplated by the
      definition of "LLC Agreement") and the contribution by the Equity
      Investors of $89 million in cash in exchange for additional Class A
      Preferred Stock of the Company pursuant to the LLC Agreement,

            (b) the Purchase Agreement, the Registration Rights Agreement, this
      Indenture and any related agreements and the issuance of the Notes
      pursuant to this Indenture,

            (c) the entering into of the Credit Agreement on the closing date
      and the borrowings by CCI and Texas Acquisition thereunder,

            (d) the repayment of all the outstanding Indebtedness of CCI under
      its existing credit facility,

            (e) the Acquisition and the entering into of the agreements
      contemplated by the Stock Purchase Agreement,

            (f) the payment of related fees and expenses and

            (g) all transactions related to or contemplated by the above clauses
      of this definition.

            "Trust Officer" means the Chairman of the Board, the President or
any other officer or assistant officer of the Trustee assigned by the Trustee to
administer its corporate trust matters.

                                      -26-
<PAGE>

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

            "Unrestricted Subsidiary" means any Subsidiary of an Unrestricted
Subsidiary and any Subsidiary of an Issuer that is designated after the Issue
Date as an Unrestricted Subsidiary of such Issuer as permitted or required
pursuant to Section 4.16 of this Indenture and not thereafter redesignated as a
Restricted Subsidiary of such Issuer as permitted pursuant thereto.

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

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

            "Wholly Owned Subsidiary" means, at any time, a Restricted
Subsidiary of an Issuer all the Voting Stock of which (except directors'
qualifying shares) is at such time owned, directly or indirectly, by such Issuer
and its other Wholly Owned Subsidiaries.

            Section 1.02. Other Definitions.

<TABLE>
<CAPTION>
                                                                              Defined in
Term                                                                           Section
----                                                                          ----------
<S>                                                                           <C>
"Act".....................................................................       1.08
"Affiliate Transaction"...................................................       4.13
"Agent Members"...........................................................       3.13
"Allocable Excess Proceeds"...............................................       4.12
"Authentication Order"....................................................       3.03
"Bankruptcy Law"..........................................................       6.01
"CCI Illinois Portion"....................................................       3.01
"CCI Illinois Guaranteed Note Obligations" ...............................       13.01
"CCI Texas Portion".......................................................       3.01
"CCI Texas Guaranteed Note Obligations" ..................................       13.01
"Change of Control Offer".................................................       4.15
"Clearing Agency".........................................................       3.13
"Covenant Defeasance".....................................................       12.03
"Custodian"...............................................................       6.01
"Defaulted Interest"......................................................       3.08
"Defeasance"..............................................................       12.02
"Defeased Notes"..........................................................       12.01
"Equity Offering".........................................................       10.01
"Event of Default"........................................................       6.01
"Excess Proceeds" ........................................................       4.12
"Expiration Date".........................................................       1.08
"Global Notes"............................................................       2.01
"Guaranteed Note Obligations".............................................       13.01
"Intermediate Holdco".....................................................       4.04
</TABLE>

                                      -27-
<PAGE>

<TABLE>
<CAPTION>
                                                                              Defined in
Term                                                                           Section
----                                                                          ----------
<S>                                                                           <C>
"Intermediate Holdco Reorganization"......................................       4.04
"Note Register" and "Note Registrar" .....................................       3.06
"Notice of Default" ......................................................       6.01
"Offer"...................................................................       4.11
"Offshore Global Note"....................................................       2.01
"Offshore Note Exchange Date".............................................       3.14
"Offshore Permanent Global Note"..........................................       2.01
"Offshore Physical Note"..................................................       2.01
"Offshore Temporary Global Note"..........................................       2.01
"Permitted Indebtedness"..................................................       4.07
"Permitted Payment".......................................................       4.09
"Physical Notes"..........................................................       2.01
"Place of Payment"........................................................       3.01
"Portion".................................................................       3.01
"Prepayment Offer"........................................................       4.12
"Private Placement Legend"................................................       2.03
"Qualified IDS Offering"..................................................       10.01
"Registration"............................................................       4.05
"Regular Record Date".....................................................       3.01
"Several Share"...........................................................       3.01
"Surviving Person"........................................................       5.01
"U.S. Global Note"........................................................       2.01
"U.S. Physical Note"......................................................       2.01
</TABLE>

            Section 1.03. Rules of Construction. For all purposes of this
Indenture, except as otherwise expressly provided or unless the context
otherwise requires:

            (1) the terms defined in this Indenture have the meanings assigned
      to them in this Indenture;

            (2) "or" is not exclusive;

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

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

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

            (6) the words "include," "included" and "including" as used herein
      shall be deemed in each case to be followed by the phrase "without
      limitation," if not expressly followed by such phrase or the phrase "but
      not limited to";

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

                                      -28-
<PAGE>

            (8) any reference to a Section or Article refers to such Section or
      Article of this Indenture.

            Section 1.04. Incorporation by Reference of TIA. Whenever this
Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture. This Indenture is subject to the
mandatory provisions of the TIA, which are incorporated by reference in and made
a part of this Indenture. Any terms incorporated by reference in this Indenture
that are defined by the TIA, defined by any TIA reference to another statute or
defined by SEC rule under the TIA have the meanings so assigned to them therein.
The following TIA terms have the following meanings:

            "indenture securities" means the Notes.

            "indenture security holder" means a Noteholder.

            "indenture to be qualified" means this Indenture.

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

            "obligor" on the indenture securities means the Company, an Issuer,
any Note Guarantor and any other obligor on the Notes.

            Section 1.05. Conflict with TIA. If any provision hereof limits,
qualifies or conflicts with a provision of the TIA that is required under the
TIA to be a part of and govern this Indenture, the latter provision shall
control. If any provision of this Indenture modifies or excludes any provision
of the TIA that may be so modified or excluded, the latter provision shall be
deemed (i) to apply to this Indenture as so modified or (ii) to be excluded, as
the case may be.

            Section 1.06. Compliance Certificates and Opinions. Upon any
application or request by the Company, by the Issuers, by the Company on behalf
of the Issuers, or by any other obligor upon the Notes (including any Note
Guarantor), to the Trustee to take any action under any provision of this
Indenture, the Company or the Issuers or such other obligor (including any Note
Guarantor), as the case may be, shall furnish to the Trustee such certificates
and opinions as may be required under the TIA. Each such certificate or opinion
shall be given in the form of one or more Officer's Certificates, if to be given
by an officer, or an Opinion of Counsel, if to be given by counsel, and shall
comply with the applicable requirements of the TIA and any other requirements
set forth in this Indenture. Notwithstanding the foregoing, in the case of any
such request or application as to which the furnishing of any Officer's
Certificate or Opinion of Counsel is specifically required by any provision of
this Indenture relating to such particular request or application, no additional
certificate or opinion need be furnished.

            Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (except for certificates
provided for in Section 4.06 which need contain only the information specified
in Section 4.06) shall include:

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

            (2) 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;

                                      -29-
<PAGE>

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

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

            Section 1.07. Form of Documents Delivered to Trustee. In any case
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so
certified or covered by only one document, but one such Person may certify or
give an opinion with respect to some matters and one or more other such Persons
as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.

            Any certificate or opinion of an officer may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless such Officer knows that the certificate or opinion or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or opinion of counsel may
be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an Officer or Officers to the effect that the
information with respect to such factual matters is in the possession of the
Company or an Issuer, unless such counsel knows that the certificate or opinion
or representations with respect to such matters are erroneous.

            Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

            Section 1.08. Acts of Noteholders; Record Dates. (a) Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such Holders in person or by agent duly appointed in writing; and, except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Trustee, and, where it is
hereby expressly required, to the Issuers or the Company, as the case may be.
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 (subject to Section 7.01) conclusive in favor of the Trustee, the
Issuers and any other obligor upon the Notes, if made in the manner provided in
this Section 1.08.

            (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 the certificate of any notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by an officer of a corporation or a member of a partnership or
other entity, on behalf of such corporation or partnership or other entity, such
certificate or affidavit shall also constitute sufficient proof of such Person's
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 that the Trustee deems sufficient.

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

                                      -30-
<PAGE>

            (d) Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Note shall bind the Holder of every
Note issued upon the transfer thereof or in exchange therefor or in lieu
thereof, in respect of anything done or suffered to be done by the Trustee, the
Company, the Issuers or any other obligor upon the Notes in reliance thereon,
whether or not notation of such action is made upon such Note.

            (e) (i) Subject to the establishment of the Regular Record Date
pursuant to Section 3.01, the Issuers may set any day as a record date for the
purpose of determining the Holders of Outstanding Notes entitled to give, make
or take any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Indenture to be given, made or
taken by Holders of Notes, provided that the Issuers may not set a record date
for, and the provisions of this paragraph shall not apply with respect to, the
giving or making of any notice, declaration, request or direction referred to in
the next paragraph. If any record date is set pursuant to this paragraph, the
Holders of Outstanding Notes on such record date (or their duly designated
proxies), and no other Holders, shall be entitled to take the relevant action,
whether or not such Persons remain Holders after such record date; provided that
no such action shall be effective hereunder unless taken on or prior to the
applicable Expiration Date by Holders of the requisite principal amount of
Outstanding Notes on such record date. Nothing in this paragraph shall be
construed to prevent the Issuers from setting a new record date for any action
for which a record date has previously been set pursuant to this paragraph
(whereupon the record date previously set shall automatically and with no action
by any Person be cancelled and of no effect), and nothing in this paragraph
shall be construed to render ineffective any action taken by Holders of the
requisite principal amount of Outstanding Notes on the date such action is
taken. Promptly after any record date is set pursuant to this paragraph, the
Issuers, at their several expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to be given to the
Trustee in writing and to each Holder of Notes in the manner set forth in
Section 1.10.

            (ii) The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Notes entitled to join in the giving or
making of (A) any Notice of Default, (B) any declaration of acceleration
referred to in Section 6.02, (C) any request to institute proceedings referred
to in Section 6.07(2) or (D) any direction referred to in Section 6.12, in each
case with respect to Notes. If any record date is set pursuant to this
paragraph, the Holders of Outstanding Notes on such record date, and no other
Holders, shall be entitled to join in such notice, declaration, request or
direction, whether or not such Holders remain Holders after such record date;
provided that no such action shall be effective hereunder unless taken on or
prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Notes on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Notes on the date such action
is taken. Promptly after any record date is set pursuant to this paragraph, the
Trustee, at the Issuers' several expense, shall cause notice of such record
date, the proposed action by Holders and the applicable Expiration Date to be
given to the Company in writing and to each Holder of Notes in the manner set
forth in Section 1.10.

            (iii) With respect to any record date set pursuant to this Section
1.08, the party hereto that sets such record dates may designate any day as the
"Expiration Date" and from time to time may change the Expiration Date to any
earlier or later day; provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the Issuers or the
Trustee, whichever such party is not setting a record date pursuant to this
Section 1.08(e) in writing, and to each Holder of Notes in the manner set forth
in Section 1.10, on or prior to the existing Expiration Date. If an Expiration
Date is not designated with respect to any record date set pursuant to this
Section, the party hereto that set such

                                      -31-
<PAGE>

record date shall be deemed to have initially designated the 180th day after
such record date as the Expiration Date with respect thereto, subject to its
right to change the Expiration Date as provided in this paragraph.
Notwithstanding the foregoing, no Expiration Date shall be later than the 180th
day after the applicable record date.

            (iv) Without limiting the foregoing, a Holder entitled hereunder to
take any action hereunder with regard to any particular Note may do so 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 1.09. Notices, etc., to Trustee and Company. Any request,
demand, authorization, direction, notice, consent, waiver or other action of
Holders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with,

            (1) the Trustee by any Holder, the Company, the Issuers or any other
      obligor upon the Notes shall be sufficient for every purpose hereunder if
      made, given, furnished or filed in writing to or with the Trustee at Wells
      Fargo Bank, N.A., 213 Court Street, Suite 703, Middletown, CT, 06457,
      Attn: Corporate Trust Services (telephone: (860) 704-6217; telecopier:
      (860) 704-6219) or at any other address furnished in writing to the
      Company by the Trustee, or

            (2) the Company or the Issuers by the Trustee or by any Holder shall
      be sufficient for every purpose hereunder if in writing and mailed,
      first-class postage prepaid, to the Company or the Issuers addressed to
      any of them, as the case may be, c/o Homebase Acquisition, LLC, 121 South
      17th Street, Mattoon, Illinois 61938-3987, Attention: Vice President of
      Finance (telephone: (217) 235-3311; telecopier: (217) 258-6240), with
      copies to King & Spalding LLP, 1185 Avenue of the Americas, New York, New
      York 10036, Attention: Alexander Gendzier, Esq., e-mail:
      agendzier@kslaw.com (telephone: (212) 556-2100; telecopier: (212)
      556-2222), or at any other address previously furnished in writing to the
      Trustee by the Company.

            Section 1.10. Notices to Holders; Waiver. Where this Indenture
provides for notice to Holders of any event, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at such
Holder's address as it appears in the Note Register, not later than the latest
date, and not earlier than the earliest date, prescribed for the giving of such
notice. In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders.

            Where this Indenture provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

            In case, by reason of the suspension of regular mail service, or by
reason of any other cause, it shall be impossible to mail notice of any event as
required by any provision of this Indenture, then such notification as shall be
made with the approval of the Trustee (such approval not to be unreasonably
withheld) shall constitute a sufficient notification for every purpose
hereunder.

            Section 1.11. Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

                                      -32-
<PAGE>

            Section 1.12. Surviving Persons and Assigns. All covenants and
agreements in this Indenture by the Company or an Issuer shall bind its
respective successors and assigns, whether so expressed or not.

            Section 1.13. Separability Clause. In case any provision in this
Indenture or in the Notes shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

            Section 1.14. Benefits of Indenture. Nothing in this Indenture or in
the Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, any Paying Agent and the Holders, any
benefit or any legal or equitable right, remedy or claim under this Indenture.

            Section 1.15. GOVERNING LAW. THIS INDENTURE AND THE NOTES SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK. THE TRUSTEE, THE ISSUERS, ANY OTHER OBLIGOR IN RESPECT OF THE NOTES AND
(BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS AGREE TO SUBMIT TO THE
JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH
OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS INDENTURE OR THE NOTES.

            Section 1.16. Legal Holidays. In any case where any Interest Payment
Date, Redemption Date or Stated Maturity of any Note shall not be a Business Day
at any Place of Payment, then (notwithstanding any other provision of this
Indenture or of the Notes) payment of interest or principal and premium (if any)
need not be made at such Place of Payment on such date, but may be made on the
next succeeding Business Day at such Place of Payment with the same force and
effect as if made on the Interest Payment Date or Redemption Date, or at the
Stated Maturity.

            Section 1.17. No Personal Liability of Directors, Officers,
Employees, Incorporators and Stockholders. No director, officer, employee,
incorporator or stockholder, as such, of the Company, the Issuers, any Note
Guarantor or any Subsidiary of any thereof shall have any liability for any
obligation of the Company, or any Issuer under this Indenture, the Notes, any
Note Guarantee, or for any claim based on, in respect of, or by reason of, any
such obligation or its creation. Each Noteholder, by accepting the Notes, waives
and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.

            Section 1.18. Exhibits and Schedules. All exhibits and schedules
attached hereto are by this reference made a part hereof with the same effect as
if herein set forth in full.

            Section 1.19. Counterparts. This Indenture may be executed in any
number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.

            Section 1.20. Company as Agent for Issuers. To the extent permitted
by the TIA and any other applicable law, each Issuer hereby appoints the Company
as its attorney-in-fact, which appointment is coupled with an interest, to take
any action that this Indenture may require or permit such Issuer to take,
including

            (1) the giving of any certification, opinion, order, request or
      consent (whether by Officer's Certificate, Opinion of Counsel, Company
      Order, Company Request, Company Consent or otherwise),

                                      -33-
<PAGE>

            (2) the giving of any notice (including under Section 10.01), and

            (3) the setting of any record date,

such appointment to remain in effect until such Issuer shall otherwise notify
the Trustee in writing.

                                   ARTICLE 2

                                   NOTE FORMS

            Section 2.01. Forms Generally. The Notes and the Trustee's
certificate of authentication relating thereto shall be in substantially the
forms set forth, or referenced, in this Article 2 and Exhibit A annexed hereto,
which Exhibit is hereby incorporated in and expressly made a part of this
Indenture. The Notes may have such appropriate insertions, omissions,
substitutions, notations, legends, endorsements, identifications and other
variations as are required or permitted by law, stock exchange rule or
Depositary rule or usage, agreements to which the Issuers are subject, if any,
or other customary usage, or as may consistently herewith be determined by the
officers of each Issuer executing such Notes, as evidenced by such execution
(provided always that any such notation, legend, endorsement, identification or
variation is in a form acceptable to the Issuers). Each Note shall be dated the
date of its authentication. The terms of the Notes set forth in Exhibit A are
part of the terms of this Indenture. Any portion of the text of any Note may be
set forth on the reverse thereof, with an appropriate reference thereto on the
face of the Note.

            Initial Notes and any Additional Notes offered and sold in reliance
on Rule 144A under the Securities Act shall, unless (in the case of Additional
Notes) the Issuers otherwise notify the Trustee in writing, be issued in the
form of one or more permanent global Notes in substantially the form set forth
in Exhibit A (each, a "U.S. Global Note"), deposited with the Trustee, as
custodian for the Depositary or its nominee, duly executed by the Issuers and
authenticated by the Trustee as hereinafter provided. The aggregate principal
amount of a U.S. Global Note may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for the Depositary
or its nominee, as hereinafter provided.

            Initial Notes and any Additional Notes offered and sold in offshore
transactions in reliance on Regulation S under the Securities Act shall, unless
(in the case of Additional Notes) the Issuers otherwise notify the Trustee in
writing, be issued in the form of one or more temporary global Notes in
substantially the form set forth in Exhibit A (each, an "Offshore Temporary
Global Note"), deposited with the Trustee, as custodian for the Depositary or
its nominee, duly executed by the Issuers and authenticated by the Trustee as
hereinafter provided. Following the Offshore Note Exchange Date with respect to
any such Offshore Temporary Global Note, beneficial interests in the Offshore
Temporary Global Note shall be exchanged as provided in Sections 3.12 and 3.13
for beneficial interests in one or more permanent global Notes in the form of
Exhibit A (each an "Offshore Permanent Global Note" and, together with the
Offshore Temporary Global Notes, the "Offshore Global Notes"), deposited with
the Trustee, as custodian for the Depositary or its nominee, duly executed by
the Issuers and authenticated by the Trustee as hereinafter provided.
Simultaneously with the authentication of an Offshore Permanent Global Note, the
Trustee shall cancel the related Offshore Temporary Global Note. The aggregate
principal amount of an Offshore Global Note may from time to time be increased
or decreased by adjustments made in the records of the Trustee, as custodian for
the Depositary or its nominee, as hereinafter provided.

            Subject to the limitations on the issuance of certificated Notes set
forth in Sections 3.12 and 3.13, Initial Notes and any Additional Notes issued
pursuant to Section 3.05 in exchange for or upon transfer of beneficial
interests (x) in a U.S. Global Note shall be in the form of permanent
certificated

                                      -34-
<PAGE>

Notes substantially in the form set forth in Exhibit A (the "U.S. Physical
Notes") or (y) in an Offshore Global Note (if any), on or after the Offshore
Note Exchange Date with respect to such Offshore Global Note, shall be in the
form of permanent certificated Notes substantially in the form set forth in
Exhibit A (the "Offshore Physical Notes"), respectively, as hereinafter
provided.

            The U.S. Physical Notes and Offshore Physical Notes shall be
construed to include any certificated Notes issued in respect thereof pursuant
to Section 3.04, 3.05, 3.06 or 10.08, and the U.S. Global Notes and Offshore
Global Notes shall be construed to include any global Notes issued in respect
thereof pursuant to Section 3.04, 3.05, 3.06 or 10.08. The Offshore Physical
Notes and the U.S. Physical Notes, together with any other certificated Notes
issued and authenticated pursuant to this Indenture, are sometimes collectively
herein referred to as the "Physical Notes." The U.S. Global Notes and the
Offshore Global Notes, together with any other global Notes that are issued and
authenticated pursuant to this Indenture, are sometimes collectively referred to
as the "Global Notes."

            Exchange Notes shall be issued substantially in the form set forth
in Exhibit A and, subject to Section 3.12(b), shall be in the form of one or
more Global Notes.

            Section 2.02. Form of Trustee's Certificate of Authentication. This
is one of the Notes referred to in the within-mentioned Indenture.

                                   ___________________________________________
                                   as Trustee

                                   By:________________________________________
                                      Authorized Officer

Dated:

            If an appointment of an Authenticating Agent is made pursuant to
Section 7.14, the Notes may have endorsed thereon, in lieu of the Trustee's
certificate of authentication, an alternative certificate of authentication in
the following form:

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

                                   [NAME OF TRUSTEE]

                                   ___________________________________________
                                   as Trustee

                                   By:________________________________________
                                      ________________________________________
                                      As Authenticating Agent

                                      -35-
<PAGE>

                                   By:________________________________________
                                      ________________________________________
                                      Authorized Officer

Dated:

            Section 2.03. Restrictive and Global Note Legends. Each Global Note
and Physical Note shall bear the following legend set forth below (the "Private
Placement Legend") on the face thereof until the Private Placement Legend is
removed or not required in accordance with Section 3.13(4):

      THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
      EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933,
      AS AMENDED (THE "SECURITIES ACT"), AND HAS NOT BEEN REGISTERED UNDER ANY
      STATE SECURITIES LAWS, AND THIS NOTE MAY NOT BE OFFERED, SOLD, OR
      OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
      EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT
      THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE
      PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
      THEREUNDER.

      THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A)
      THE PURCHASER IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
      144A UNDER THE SECURITIES ACT ("RULE 144A")) OR (B) THE PURCHASER IS NOT A
      U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION AND (2)
      AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) THIS NOTE MAY BE OFFERED,
      RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO
      A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
      BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
      MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN A
      TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III)
      PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
      PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (IV) PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (V) TO THE
      ISSUERS, IN EACH OF CLAUSES (I) THROUGH (IV) IN ACCORDANCE WITH ANY
      APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND SUBJECT
      TO THE ISSUERS' AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
      TRANSFER (X) PURSUANT TO CLAUSE (I), (II) OR (III) TO REQUIRE THE DELIVERY
      OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
      SATISFACTORY TO EACH OF THEM, AND (Y) IN THE CASE OF ANY OF THE FOREGOING
      CLAUSES (I) THROUGH (V), TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE
      FORM APPEARING ON THE OTHER SIDE OF THIS NOTE IS COMPLETED AND DELIVERED
      BY THE TRANSFEROR TO THE ISSUERS AND THE TRUSTEE, THE HOLDER WILL, AND
      EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE
      OF THE RESALE RESTRICTIONS REFERRED TO ABOVE. AS USED HEREIN, THE TERMS
      "UNITED STATES," "OFFSHORE TRANSACTION"

                                      -36-
<PAGE>

      AND "U.S. PERSON" HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION
      S UNDER THE SECURITIES ACT.

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

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      ISSUER OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
      OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
      NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH
      SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE
      LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
      SECTIONS 3.13 AND 3.14 OF THE INDENTURE.

            Each Offshore Temporary Global Note shall also bear the following
legend on the face thereof:

      EXCEPT AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN), BENEFICIAL
      OWNERSHIP INTERESTS IN THIS OFFSHORE TEMPORARY GLOBAL NOTE WILL NOT BE
      EXCHANGEABLE FOR INTERESTS IN THE OFFSHORE PERMANENT GLOBAL NOTE OR ANY
      OTHER SECURITY REPRESENTING AN INTEREST IN THE SECURITIES REPRESENTED
      HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER,
      UNTIL THE EXPIRATION OF THE "40 DAY DISTRIBUTION COMPLIANCE PERIOD"
      (WITHIN THE MEANING OF RULE 903(b)(2) OF REGULATION S UNDER THE SECURITIES
      ACT). DURING SUCH 40 DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL
      OWNERSHIP INTERESTS IN THIS OFFSHORE TEMPORARY GLOBAL NOTE MAY ONLY BE
      SOLD, PLEDGED OR TRANSFERRED THROUGH EUROCLEAR BANK S.A./N.A., AS OPERATOR
      OF THE EUROCLEAR SYSTEMS OR CLEARSTREAM BANKING, SOCIETE ANONYME.

                                   ARTICLE 3

                                   THE NOTES

            Section 3.01. Title and Terms. The aggregate principal amount of
Notes that may be authenticated and delivered and Outstanding under this
Indenture is not limited, except as provided in Section 4.07 and except as may
be limited by applicable law. The Original Notes will be issued in an aggregate
principal amount of $200.0 million. All the Original Notes shall vote and
consent together on all matters as one class, and none of the Original Notes
will have the right to vote or consent as a class separate

                                      -37-
<PAGE>

from one another on any matter. Additional Notes (including any Exchange Notes
issued in exchange therefor) may vote (or consent) as a class with the other
Notes and otherwise be treated as Notes for all purposes of this Indenture.

            The Notes will be the several obligations of the Issuers. Of the
aggregate principal amount of Original Notes of $200.0 million, CCI Illinois
will be severally liable with respect to the payment of 37.5% of each $1,000
principal amount of Notes, together with interest thereon (the "CCI Illinois
Portion"), and CCI Texas will be severally liable with respect to the payment of
62.5% of each $1,000 principal amount of Notes, together with interest thereon
(the "CCI Texas Portion," and each of the CCI Illinois Portion and CCI Texas
Portion, a "Portion"); provided, however, that in the event of any partial
redemption on a disproportionate basis, such redemption shall simultaneously
reduce the respective Portions of the Issuers on such basis. Except as otherwise
described herein, CCI Illinois and CCI Texas will be severally liable in respect
of each outstanding Note (including any Additional Notes) in the relative
proportions of the CCI Illinois Portion and the CCI Texas Portion, respectively.
With respect to each Issuer, such relative proportion of any amount is referred
to as such Issuer's "Several Share."

            The Issuers and, by acquiring the Notes, the Holders agree to treat
37.5% of each $1,000 principal amount of the Notes as the separate indebtedness
of CCI Illinois and to treat 62.5% of each $1,000 principal amount of the Notes
as the separate indebtedness of CCI Texas for U.S. federal, state and local and
non-U.S. tax purposes; provided, however, that in the event of any partial
redemption made in disproportionate amounts, the Issuers and the Holders agree
to adjust their treatment of the Notes in accordance with such disproportionate
reduction of the Issuers' respective several obligations.

            The Notes shall be known and designated as the "9-3/4% Senior Notes
due 2012" of the Issuers. The Stated Maturity of the Notes shall be April 1,
2012. Interest on the Outstanding principal amount of Notes will accrue at the
rate of 9-3/4% per annum and will be payable semi-annually in arrears on April 1
and October 1 in each year, commencing on October 1, 2004, to holders of record
on the immediately preceding March 15 and September 15, respectively (each such
March 15 and September 15, a "Regular Record Date"). Interest on the Original
Notes will accrue from the most recent date to which interest has been paid or
duly provided for or, if no interest has been paid, from the Issue Date; and
interest on any Additional Notes (and Exchange Notes issued in exchange
therefor) will accrue from the most recent date to which interest has been paid
or duly provided for or, if no interest has been paid on such Additional Notes,
from the date of issuance of such Additional Notes; provided that if any Note is
surrendered for exchange on or after a record date for an Interest Payment Date
that will occur on or after the date of such exchange, interest on the Note
received in exchange therefor will accrue from the date of such Interest Payment
Date.

            The principal of and premium, if any, and interest on the Notes
shall be payable at the office or agency of the Issuers maintained for that
purpose in the Borough of Manhattan, the City of New York (the "Place of
Payment"); provided, however, that at the option of the Issuers payment of
interest on a Note may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Note Register.

            Section 3.02. Denominations. The Notes shall be issuable only in
registered form without coupons and only in denominations of $1,000 and any
integral multiple thereof.

            Section 3.03. Execution, Authentication and Delivery and Dating. The
Notes shall be executed on behalf of each Issuer by one Officer of such Issuer.
The signature of any such Officer on the Notes may be manual or facsimile.

                                      -38-
<PAGE>

            Notes bearing the manual or facsimile signature of an individual who
was at any time a proper Officer of either Issuer shall bind such Issuer,
notwithstanding that such individual has ceased to hold such office prior to the
authentication and delivery of such Notes or did not hold such office at the
date of such Notes.

            At any time and from time to time after the execution and delivery
of this Indenture, the Issuers may deliver Notes executed by the Issuers to the
Trustee for authentication; and the Trustee shall authenticate and deliver (i)
Initial Notes for original issue in the aggregate principal amount not to exceed
$200.0 million and (ii) Additional Notes from time to time for original issue in
aggregate principal amounts specified by the Issuers and (iii) Exchange Notes
from time to time for issue in exchange for a like principal amount of Initial
Notes or Additional Notes, in each case specified in clauses (i) through (iii)
above, upon a written order of the Issuers in the form of an Officer's
Certificate (an "Authentication Order"). Such Officer's Certificate shall
specify the amount of Notes to be authenticated and the date on which the Notes
are to be authenticated, whether the Notes are to be Initial Notes, Additional
Notes or Exchange Notes and whether the Notes are to be issued as one or more
Global Notes or Physical Notes and such other information as the Issuers may
include or the Trustee may reasonably request. In addition, in connection with
the issuance of any Exchange Notes pursuant to a Registered Exchange Offer (as
defined in the Registration Rights Agreement), the Issuers shall cause to be
delivered an Opinion of Counsel in favor of the Trustee for the benefit of such
Holders as to the due enforceability of such Exchange Notes.

            All Notes shall be dated the date of their authentication.

            No Note shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose, unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any Note
shall be conclusive evidence, and the only evidence, that such Note has been
duly authenticated and delivered hereunder.

            Section 3.04. Temporary Notes. Until definitive Notes are ready for
delivery, the Issuers may prepare and upon receipt of an Authentication Order
the Trustee 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. If temporary Notes are issued,
the Issuers will cause definitive Notes to be prepared without unreasonable
delay. After the preparation of definitive Notes, the temporary Notes shall be
exchangeable for definitive Notes upon surrender of the temporary Notes at the
office or agency of the Issuers in a Place of Payment, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Notes the
Issuers shall execute and upon receipt of an Authentication Order the Trustee
shall authenticate and deliver in exchange therefor a like principal amount of
definitive Notes of authorized denominations. Until so exchanged the temporary
Notes shall in all respects be entitled to the same benefits under this
Indenture as definitive Notes of the same series and tenor.

            Section 3.05. Paying Agent. The Trustee is hereby appointed as the
Paying Agent for the purpose of payment on the Notes.

            Section 3.06. Registration; Registration of Transfer and Exchange.
The Issuers shall cause to be kept at the Corporate Trust Office of the Trustee
a register (the register maintained in such office and in any other office or
agency of the Issuers in a Place of Payment being herein sometimes collectively
referred to as the "Note Register") in which, subject to such reasonable
regulations as they may prescribe, the Issuers shall provide for the
registration of Notes and of transfers of Notes. The Trustee is

                                      -39-
<PAGE>

hereby appointed "Note Registrar" for the purpose of registering Notes and
transfers of Notes as herein provided.

            Upon surrender for transfer of any Note at the office or agency of
the Issuers in a Place of Payment, in compliance with all applicable
requirements of this Indenture and applicable law, the Issuers shall execute,
and the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Notes of the same series, of any
authorized denominations and of a like aggregate principal amount.

            At the option of the Holder, Notes may be exchanged for other Notes
of the same series, of any authorized denominations and of a like tenor and
aggregate principal amount, upon surrender of the Notes to be exchanged at such
office or agency. Whenever any Notes are so surrendered for exchange, the
Issuers shall execute, and the Trustee shall authenticate and deliver, the Notes
that the Holder making the exchange is entitled to receive.

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

            Every Note presented or surrendered for transfer or exchange shall
(if so required by the Issuers or the Trustee) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the
Issuers and the Note Registrar duly executed, by the Holder thereof or such
Holder's attorney duly authorized in writing.

            No service charge shall be made for any transfer or exchange of
Notes, but the Issuers may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Notes under this Section 3.06.

            The Issuers shall not be required (i) to issue, transfer or exchange
any Note during a period beginning at the opening of business 15 days before the
day of the mailing of a notice of redemption (or purchase) of Notes selected for
redemption (or purchase) under Section 10.04 and ending at the close of business
on the day of such mailing, or (ii) to transfer or exchange any Note so selected
for redemption (or purchase) in whole or in part.

            Section 3.07. Mutilated, Destroyed, Lost and Stolen Notes. If (i)
any mutilated Note is surrendered to the Trustee, or the Issuers and the Trustee
receive evidence to their satisfaction of the destruction, loss or theft of any
Note, and (ii) there is delivered to the Issuers and the Trustee such security
or indemnity as may be required by them to save each of them harmless, then, in
the absence of notice to the Issuers or the Trustee that such Note has been
acquired by a bona fide purchaser, the Issuers shall execute and upon receipt of
an Authentication Order the Trustee shall authenticate and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen Note, a new Note
of like tenor and principal amount, bearing a number not contemporaneously
outstanding.

            In case any such mutilated, destroyed, lost or stolen Note has
become or is about to become due and payable, the Issuers in their discretion
may, instead of issuing a new Note, pay such Note.

            Upon the issuance of any new Note under this Section 3.07, the
Issuers may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

                                      -40-
<PAGE>

            Every new Note issued pursuant to this Section 3.07 in lieu of any
destroyed, lost or stolen Note shall constitute an additional obligation of the
Issuers, whether or not the destroyed, lost or stolen Note shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Notes duly issued
hereunder.

            The provisions of this Section 3.07 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Notes.

            Section 3.08. Payment of Interest Rights Preserved. Interest on any
Note that is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name that Note (or
one or more Predecessor Notes) is registered at the close of business on the
Regular Record Date for such interest specified in Section 3.01.

            Any interest on any Note that is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date (herein called "Defaulted
Interest") shall forthwith cease to be payable to the registered Holder on the
relevant Regular Record Date by virtue of having been such Holder; and such
Defaulted Interest may be paid by the Issuer responsible therefor, at its
election in each case, as provided in clause (1) or clause (2) below:

            (1) Such Issuer may elect to make payment of any Defaulted Interest
      to the Persons in whose names the Notes (or their respective Predecessor
      Notes) are registered at the close of business on a Special Record Date
      for the payment of such Defaulted Interest, which shall be fixed in the
      following manner. Such Issuer shall notify the Trustee in writing of the
      amount of Defaulted Interest proposed to be paid on each Note and the date
      of the proposed payment, and at the same time such Issuer shall deposit
      with the Trustee an amount of money equal to the aggregate amount proposed
      to be paid in respect of such Defaulted Interest or shall make
      arrangements reasonably satisfactory to the Trustee for such deposit prior
      to the date of the proposed payment, such money when deposited to be held
      in trust for the benefit of the Persons entitled to such Defaulted
      Interest as provided in this clause (1). Thereupon the Trustee shall fix a
      Special Record Date for the payment of such Defaulted Interest which shall
      be not more than 15 nor less than 10 days prior to the date of the
      proposed payment and not less than 10 days after the receipt by the
      Trustee of the notice of the proposed payment. The Trustee shall promptly
      notify such Issuer of such Special Record Date and, in the name and at the
      expense of such Issuer, shall cause notice of the proposed payment of such
      Defaulted Interest and the Special Record Date therefor to be mailed,
      first-class postage prepaid, to each Holder at such Holder's address as it
      appears in the Note Register, not less than 10 days prior to such Special
      Record Date. Notice of the proposed payment of such Defaulted Interest and
      the Special Record Date therefor having been so mailed, such Defaulted
      Interest shall be paid to the Persons in whose names the Notes (or their
      respective Predecessor Notes) are registered on such Special Record Date
      and shall no longer be payable pursuant to the following clause (2).

            (2) Such Issuer may make payment of any Defaulted Interest in any
      other lawful manner not inconsistent with the requirements of any
      securities exchange on which the Notes may be listed, and upon such notice
      as may be required by such exchange, if, after notice given by such Issuer
      to the Trustee of the proposed payment pursuant to this clause (2), such
      payment shall be deemed practicable by the Trustee.

            Subject to the foregoing provisions of this Section 3.08, each Note
delivered under this Indenture upon transfer of or in exchange for or in lieu of
any other Note shall carry the rights to interest accrued and unpaid, and to
accrue, that were carried by such other Note.

                                      -41-
<PAGE>

            Section 3.09. Persons Deemed Owners. The Company, the Issuers, the
Trustee and any agent of any of them may treat the Person in whose name any Note
is registered as the owner of such Note for the purpose of receiving payment of
principal of (and premium, if any) and (subject to Section 3.08) interest on
such Note and for all other purposes whatsoever, whether or not such Note be
overdue, and neither the Company, the Issuers, the Trustee nor any agent of any
of them shall be affected by notice to the contrary.

            Section 3.10. Cancellation. All Notes surrendered for payment,
redemption, transfer, exchange or conversion shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee and, if not already
cancelled, shall be promptly cancelled by it. The Issuers may at any time
deliver to the Trustee for cancellation any Notes previously authenticated and
delivered hereunder that either Issuer may have acquired in any manner
whatsoever, and all Notes so delivered shall be promptly cancelled by the
Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes
cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Notes held by the Trustee shall be disposed of as
directed by a Company Order of the Issuers and in accordance with Section 3.14.

            Section 3.11. Computation of Interest. Interest on the Notes shall
be computed on the basis of a 360-day year of twelve 30-day months.

            Section 3.12. CUSIP Numbers. The Issuers in issuing the Notes may
use "CUSIP" numbers (if then generally in use), and if so, the Trustee may use
the CUSIP numbers in notices of redemption or exchange as a convenience to
Holders; provided, however, that any such notice may state that no
representation is made as to the correctness or accuracy of the CUSIP number
printed in the notice or on the Notes, and that reliance may be placed only on
the other identification numbers printed on the Notes.

            Section 3.13. Book-Entry Provisions for Global Notes. (a) Each
Global Note initially shall (i) be registered in the name of the Depositary for
such Global Note or the nominee of such Depositary, (ii) be delivered to the
Trustee as custodian for such Depositary and (iii) bear legends as set forth in
Section 2.03. Neither of the Issuers nor any agent of the Issuers shall have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in a Global Note, or
for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

            Members of, or participants in, the Depositary ("Agent Members")
shall have no rights under this Indenture with respect to any Global Note, and
the Depositary may be treated by the Issuers, any other obligor upon the Notes,
the Trustee and any agent of any of them as the absolute owner of such Global
Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein
shall prevent the Issuers, any other obligor upon the Notes, the Trustee or any
agent of any of them from giving effect to any written certification, proxy or
other authorization furnished by the Depositary or impair, as between the
Depositary and its Agent Members, the operation of customary practices governing
the exercise of the rights of a beneficial owner of any Note. The registered
holder of a Global Note may grant proxies and otherwise authorize any Person,
including Agent Members and Persons that may hold interests through Agent
Members, to take any action that a Holder is entitled to take under this
Indenture or the Notes.

            (b) Transfers of a Global Note shall be limited to transfers of such
Global Note in whole, but, subject to the immediately succeeding sentence, not
in part, to the Depositary, its successors or their respective nominees.
Interests of beneficial owners in a Global Note may not be transferred or
exchanged for Physical Notes unless (i) the Issuers have consented thereto in
writing, or such transfer or exchange is made pursuant to the next sentence, and
(ii) such transfer or exchange is in accordance with

                                      -42-
<PAGE>

the applicable rules and procedures of the Depositary and the provisions of
Sections 3.06 and 3.14. Subject to the limitation on issuance of Physical Notes
set forth in Section 3.14(3), Physical Notes shall be transferred to all
beneficial owners in exchange for their beneficial interests in the relevant
Global Note, if (i) the Depositary notifies the Issuers that it is unwilling or
unable to continue as Depositary for the applicable Global Note or the
Depositary ceases to be a "Clearing Agency" registered under the Exchange Act
and a successor depositary is not appointed by the Issuers within 90 days, (ii)
the Issuers, in their sole discretion, notify the Trustee in writing that they
elect to cause the issuance of Physical Notes under this Indenture or (iii) an
Event of Default has occurred and is continuing and the Note Registrar has
received a written request from the Depositary to issue Physical Notes.

            (c) In connection with any transfer or exchange of a portion of the
beneficial interest in any Global Note to beneficial owners for Physical Notes
pursuant to paragraph (b) of this Section 3.13, the Note Registrar shall record
on its books and records the date and a decrease in the principal amount of such
Global Note in an amount equal to the beneficial interest in the Global Note
being transferred, and the Issuers shall execute, and the Trustee shall
authenticate and deliver, one or more Physical Notes of like tenor and principal
amount of authorized denominations.

            (d) In connection with a transfer of an entire Global Note to
beneficial owners pursuant to paragraph (b) of this Section 3.13, the applicable
Global Note shall be deemed to be surrendered to the Trustee for cancellation,
and the Issuers shall execute, and the Trustee shall authenticate and deliver,
to each beneficial owner identified by the Depositary in exchange for its
beneficial interest in the applicable Global Note, an equal aggregate principal
amount at maturity of U.S. Physical Notes (in the case of any U.S. Global Note),
Offshore Physical Notes (in the case of any Offshore Global Note) or other
Physical Notes (in the case of any other Global Note), as the case may be, of
authorized denominations.

            (e) The transfer and exchange of a Global Note or beneficial
interests therein shall be effected through the Depositary, in accordance with
this Indenture (including applicable restrictions on transfer set forth in
Section 3.14) and the applicable rules and procedures of the Depositary
therefor. Any beneficial interest in one of the Global Notes that is transferred
to a Person who takes delivery in the form of an interest in a different Global
Note will, upon transfer, cease to be an interest in such Global Note and become
an interest in the other Global Note and, accordingly, will thereafter be
subject to all transfer restrictions, if any, and other procedures applicable to
beneficial interests in such other Global Note for as long as it remains such an
interest. A transferor of a beneficial interest in a Global Note shall deliver
to the Note Registrar a written order given in accordance with the Depositary's
procedures containing information regarding the participant account of the
Depositary to be credited with a beneficial interest in the relevant Global
Note. Subject to Section 3.14, the Note Registrar shall, in accordance with such
instructions, instruct the Depositary to credit to the account of the Person
specified in such instructions a beneficial interest in such Global Note and to
debit the account of the Person making the transfer in the amount of the
beneficial interest in the Global Note being transferred.

            (f) Any Physical Note delivered in exchange for an interest in a
Global Note pursuant to paragraph (b) of this Section 3.13 shall, unless such
exchange is made on or after the Resale Restriction Termination Date applicable
to such Note and except as otherwise provided in Section 2.03 and Section 3.14,
bear the Private Placement Legend.

            (g) The Issuers, any other obligor upon the Notes or the Trustee, in
the discretion of any of them, may treat as the Act of a Holder any instrument
or writing of any Person that is identified by the Depositary as the owner of a
beneficial interest in the Global Note, provided that the fact and date of the
execution of such instrument or writing is proved in accordance with Section
1.08(b).

                                      -43-
<PAGE>

            Section 3.14. Special Transfer Provisions.

            (1) Transfers to Non-U.S. Persons. The following provisions shall
apply with respect to the registration of any proposed transfer of a Note that
is a Restricted Security to any Non-U.S. Person: The Note Registrar shall
register such transfer if it complies with all other applicable requirements of
this Indenture (including Section 3.06) and

            (a) if (x) such transfer is after the relevant Resale Restriction
      Termination Date with respect to such Note or (y) the proposed transferor
      has delivered to the Note Registrar a Regulation S Certificate and, unless
      otherwise agreed by the Issuers and the Trustee, an opinion of counsel,
      certifications and other information satisfactory to the Issuers and the
      Trustee, and

            (b) if the proposed transferor is or is acting through an Agent
      Member holding a beneficial interest in a Global Note, upon receipt by the
      Note Registrar of (x) the certificate, opinion, certifications and other
      information, if any, required by clause (a) above and (y) written
      instructions given in accordance with the Depositary's and the Note
      Registrar's procedures;

whereupon (i) the Note Registrar shall reflect on its books and records the date
and (if the transfer does not involve a transfer of any Outstanding Physical
Note) a decrease in the principal amount of the relevant Global Note in an
amount equal to the principal amount of the beneficial interest in the relevant
Global Note to be transferred, and (ii) either (A) if the proposed transferee is
or is acting through an Agent Member holding a beneficial interest in a relevant
Offshore Global Note, the Trustee shall reflect on its books and records the
date and an increase in the principal amount of such Offshore Global Note in an
amount equal to the principal amount of the beneficial interest being so
transferred or (B) otherwise the Issuers shall execute and the Trustee shall
authenticate and deliver one or more Physical Notes of like tenor and amount.

            (2) Transfers to QIBs. The following provisions shall apply with
respect to the registration of any proposed transfer of a Note that is a
Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The Note
Registrar shall register such transfer if it complies with all other applicable
requirements of this Indenture (including Section 3.06) and

            (a) if such transfer is being made by a proposed transferor who has
      checked the box provided for on the form of such Note stating, or has
      otherwise certified to the Issuers and the Note Registrar in writing, that
      the sale has been made in compliance with the provisions of Rule 144A to a
      transferee who has signed the certification provided for on the form of
      such Note stating, or has otherwise certified to the Issuers and the Note
      Registrar in writing, that it is purchasing such Note for its own account
      or an account with respect to which it exercises sole investment
      discretion and that it and any such accountholder is a QIB within the
      meaning of Rule 144A, and is aware that the sale to it is being made in
      reliance on Rule 144A and acknowledges that it has received such
      information regarding the Company and the Issuers as it has requested
      pursuant to Rule 144A or has determined not to request such information
      and that it is aware that the transferor is relying upon its foregoing
      representations in order to claim the exemption from registration provided
      by Rule 144A; and

            (b) if the proposed transferee is an Agent Member, and the Note to
      be transferred consists of a Physical Note that after transfer is to be
      evidenced by an interest in a Global Note or consists of a beneficial
      interest in a Global Note that after the transfer is to be evidenced by an
      interest in a different Global Note, upon receipt by the Note Registrar of
      written instructions given in accordance with the Depositary's and the
      Note Registrar's procedures, whereupon the Note Registrar shall reflect on
      its books and records the date and an increase in the principal amount of

                                      -44-
<PAGE>

      the transferee Global Note in an amount equal to the principal amount of
      the Physical Note or such beneficial interest in such transferor Global
      Note to be transferred, and the Trustee shall cancel the Physical Note so
      transferred or reflect on its books and records the date and a decrease in
      the principal amount of such transferor Global Note, as the case may be.

            (3) Limitation on Issuance of Physical Notes. No Physical Note shall
be exchanged for a beneficial interest in any Global Note, except in accordance
with Section and this Section 3.14.

            A beneficial owner of an interest an Offshore Temporary Global Note
(and, in the case of any Additional Notes for which no Offshore Temporary Global
Note is issued, any Offshore Global Note) shall not be permitted to exchange
such interest for a Physical Note or (in the case of such interest in an
Offshore Temporary Global Note) an interest in an Offshore Permanent Global Note
until a date, which must be after the expiration of the distribution compliance
period set forth in Regulation S, on which the Issuers receive a certificate of
beneficial ownership substantially in the form of Exhibit B from such beneficial
owner. Such date, as it relates to an Offshore Global Note, is herein referred
to as the "Offshore Note Exchange Date."

            (4) Private Placement Legend. Upon the transfer, exchange or
replacement of Notes not bearing the Private Placement Legend, the Note
Registrar shall deliver Notes that do not bear the Private Placement Legend.
Upon the transfer, exchange or replacement of Notes bearing the Private
Placement Legend, the Note Registrar shall deliver only Notes that bear the
Private Placement Legend unless (i) the requested transfer is after the relevant
Resale Restriction Termination Date with respect to such Notes, (ii) upon
written request of the Issuers after there is delivered to the Note Registrar an
opinion of counsel (which opinion and counsel are satisfactory to the Issuers
and the Trustee) to the effect that neither such legend nor the related
restrictions on transfer are required in order to maintain compliance with the
provisions of the Securities Act, (iii) with respect to an Offshore Global Note
(on or after the Offshore Note Exchange Date with respect to such Offshore
Global Note) or Offshore Physical Note, in each case with the agreement of the
Issuers, or (iv) such Notes are sold or exchanged pursuant to an effective
registration statement under the Securities Act.

            (5) Other Transfers. The Note Registrar shall effect and register,
upon receipt of a written request from the Issuers so to do, a transfer not
otherwise permitted by this Section 3.14, such registration to be done in
accordance with the otherwise applicable provisions of Section 3.14, upon the
furnishing by the proposed transferor or transferee of a written opinion of
counsel (which opinion and counsel are satisfactory to the Issuers and the
Trustee) to the effect that, and such other certifications or information as the
Issuers may require to confirm that, the proposed transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act.

            A Note that is a Restricted Security may not be transferred other
than as provided in this Section 3.14. A beneficial interest in a Global Note
that is a Restricted Security may not be exchanged for a beneficial interest in
another Global Note other than through a transfer in compliance with this
Section 3.14.

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

            The Note Registrar shall retain copies of all letters, notices and
other written communications received pursuant to Section 3.12 or this Section
3.13 (including all Notes received for transfer pursuant to Section 3.13). The
Issuers shall have the right to require the Note Registrar to deliver to the
Issuers,

                                      -45-
<PAGE>

at the Issuers' several expense, copies of all such letters, notices or other
written communications at any reasonable time upon the giving of reasonable
written notice to the Note Registrar.

            In connection with any transfer of any Note, the Trustee, the Note
Registrar and the Issuers shall be entitled to receive, shall be under no duty
to inquire into, may conclusively presume the correctness of, and shall be fully
protected in relying upon, the certificates, opinions and other information
referred to herein (or in the forms provided herein, attached hereto or to the
Notes, or otherwise) received from any Holder and any transferee of any Note
regarding the validity, legality and due authorization of any such transfer, the
eligibility of the transferee to receive such Note and any other facts and
circumstances related to such transfer.

            Section 3.15. Payment of Additional Interest. (a) Under certain
circumstances the Issuers will be obligated to pay certain additional amounts of
interest to the Holders of certain Initial Notes, as more particularly set forth
in such Initial Notes.

            (b) Under certain circumstances the Issuers may be obligated to pay
certain additional amounts of interest to the Holders of certain Initial
Additional Notes, as may be more particularly set forth in such Initial
Additional Notes.

            (c) Prior to any Interest Payment Date on which any such Additional
Interest is payable, the Issuers shall give notice to the Trustee of the amount
of Additional Interest due on such Interest Payment Date.

                                   ARTICLE 4

                                   COVENANTS

            Section 4.01. Payment of Principal, Premium and Interest. CCI
Illinois shall duly and punctually pay its Several Share of the principal of
(and premium, if any) and interest on the Notes, severally, in accordance with
the terms of the Notes and this Indenture. CCI Texas shall duly and punctually
pay its Several Share of the principal of (and premium, if any) and interest on
the Notes, severally, in accordance with the terms of the Notes and this
Indenture.

            Section 4.02. Maintenance of Office or Agency. The Issuers shall
maintain in the Borough of Manhattan, the City of New York, an office or agency
where Notes may be presented or surrendered for payment, where Notes may be
surrendered for transfer or 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 of
any change in the location, of such office or agency. If at any time the Issuers
shall fail to maintain such office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee. The
Issuers hereby designate the Corporate Trust Office as the initial Place of
Payment and appoint the Trustee as their agent to receive all such
presentations, surrenders, notices and demands so long as such Corporate Trust
Office remains the Place of Payment.

            Section 4.03. Money for Payments To Be Held in Trust. If either
Issuer shall at any time act as its own Paying Agent, it will, on or before each
due date of the principal of (and premium, if any) or interest on any of the
Notes, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay its Several Share of the principal (and premium,
if any) or interest so becoming due until such sums shall be paid to such
Persons or otherwise disposed of as herein provided, and will promptly notify
the Trustee of its action or failure so to act.

                                      -46-
<PAGE>

            If either Issuer is not acting as its own Paying Agent, it will, on
or prior to each due date of the principal of (and premium, if any) or interest
on any Notes, deposit with a Paying Agent prior to 11:00 A.M. New York City time
on such date, a sum sufficient to pay its Several Share of the principal (and
premium, if any) or interest so becoming due, such sum to be held in trust for
the benefit of the Persons entitled to such principal, premium or interest, and
(unless such Paying Agent is the Trustee) each Issuer will promptly notify the
Trustee of its action or failure so to act.

            If either Issuer is not acting as its own Paying Agent, such Issuer
will cause each Paying Agent other than the Trustee to execute and deliver to
the Trustee an instrument in which such Paying Agent shall agree with the
Trustee, subject to the provisions of this Section 4.03, that such Paying Agent
will

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

            (2) give the Trustee notice of any default by the Issuers (or any
      other obligor upon the Notes) in the making of any such payment of
      principal (and premium, if any) or interest;

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

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

            The Issuers may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Issuers or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Issuers or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money and obligation.

            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 (and premium,
if any) or interest on any Note and remaining unclaimed for two years after such
principal (and premium, if any) or interest has become due and payable shall be
paid in the appropriate proportion to the Issuers on Company Request, or (if
then held by the Issuers) shall be discharged from such trust; and the Holder of
such Note shall thereafter, as an unsecured general creditor, 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.

            Section 4.04. Limitation on Activities of the Company. The Company
shall not conduct or engage in any business or hold or acquire any assets other
than

            (a) the ownership of all of the Capital Stock of the Issuers and any
      activities directly related to such ownership,

            (b) the performance of its obligations under and in connection with
      its Note Guarantee and the Credit Agreement and the performance of similar
      obligations with respect to any Credit Facility or other items of
      indebtedness of future direct subsidiaries of the Company other than the
      Issuers,

                                      -47-
<PAGE>

            (c) the undertaking of any actions required by law, regulation or
      order, including to maintain its existence,

            (d) the ownership of the Capital Stock of other Persons that are
      corporations or limited liability companies or other Persons consisting of
      limited partnership interests in limited partnerships;

provided, however, that if there is a reorganization or other transaction (any
such reorganization or other transaction, an "Intermediate Holdco
Reorganization") the effect of which is to create a new immediate parent of the
Issuers other than Homebase (an "Intermediate Holdco") and such Intermediate
Holdco assumes the obligations of Homebase under this Indenture, the Notes, any
Additional Notes and the Exchange Notes and any related guarantees in form and
substance reasonably satisfactory to the Trustee, then for all purposes, the
"Company" shall refer to such Intermediate Holdco and Homebase shall not be
subject to this or other covenants of this Indenture.

            Section 4.05. SEC Reports. At all times from and after the date of
the commencement of an exchange offer or the effectiveness of a shelf
registration statement relating to the Notes (the "Registration"),
notwithstanding that the Issuers may not be required to be or remain subject to
the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the
Issuers will file with the SEC (unless such filing is not permitted under the
Exchange Act or by the SEC), so long as Notes are outstanding, the annual
reports, quarterly reports and other documents which the Issuers would have been
required to file with the SEC pursuant to the reporting requirements of such
Section 13(a) or 15(d) if the Issuers were so subject, such documents to be
filed with the SEC on or prior to the respective dates by which the Issuers
would have been required so to file such documents if the Issuers were so
subject, including:

            (a) an annual report on Form 10-K (or any successor form) containing
      the information required to be contained therein for such fiscal year,

            (b) quarterly reports on Form 10-Q containing unaudited financial
      statements (including a balance sheet and statement of income, changes in
      stockholders' equity and cash flows) and Management's Discussion and
      Analysis of Financial Condition and Results of Operations for and as of
      the end of such quarters (with comparable financial statements for such
      quarter of the immediately preceding fiscal year); and

            (c) all current reports that would be required to be filed with the
      SEC on Form 8-K.

Each report filed by an Issuer pursuant to clause (a) or (b) above shall
contain, or shall be accompanied by a current report on Form 8-K containing, the
most recent audited financial statements (in the case of clause (a)) or
unaudited financial statements (in the case of clause (b)) of the Issuers on a
combined consolidated basis for the period covered by such Form 10-K or Form
10-Q, as the case may be.

            The Issuers will also, within 15 days after the date on which the
Issuers file such reports, transmit by mail to all Holders, as their names and
addresses appear in the Note Register, and to the Trustee copies of any such
information, documents and reports (without exhibits) (or, in lieu of one or
more of the quarterly reports for fiscal 2004, a registration statement filed
with the SEC under the Securities Act or any amendment thereto, provided such
registration statement or amendment contains the information that would have
been included in each such report). The Issuers will be deemed to have satisfied
such requirements if the Company files and provides reports, documents and
information of the types otherwise so required to be filed by the Company, or of
the types required to be filed by a U.S. issuer with the SEC pursuant to Section
13(a) or 15(d) of the Exchange Act, in each case within the applicable time
periods, and the Issuers are not required to file such reports, documents and
information separately under the ap-

                                      -48-
<PAGE>

plicable rules and regulations of the SEC (after giving effect to any exemptive
relief) because of the filings by the Company. The Issuers also will comply with
the other provisions of TIA Section 314(a).

            At all times prior to the Registration, upon the request of any
Holder or any prospective purchaser of the Notes designated by a Holder, the
Issuers shall supply to such holder or such prospective purchaser the
information required under Rule 144A under the Securities Act.

            Notwithstanding the above, any parent of the Issuers may comply with
this covenant, in lieu of the Issuers' obligation to do so, if such parent
entity is permitted under GAAP, Regulation S-X and the Exchange Act to provide
consolidated financial statements of itself and its subsidiaries (including the
Issuers) in filings made under the Exchange Act on behalf of the Issuers in lieu
of consolidated financial statements of the Issuers themselves, in which event,
the Issuers shall be relieved of the obligation to comply with this covenant,
except as otherwise required by GAAP, Regulation S-X or the Exchange Act.

            Section 4.06. Statement as to Default. Each Issuer shall deliver to
the Trustee, within 120 days after the end of each fiscal year of such Issuer
ending after the date hereof, an Officer's Certificate, to the effect that to
the best knowledge of the signer thereof such Issuer is or is not in default in
the performance and observance of any of the terms, provisions and conditions of
this Indenture (without regard to any period of grace or requirement of notice
provided hereunder) and, if such Issuer shall be in default, specifying all such
defaults and the nature and status thereof of which such signer may have
knowledge. To the extent required by the TIA, each Note Guarantor shall comply
with TIA Section 314(a)(4). The individual signing any certificate given by any
Person pursuant to this Section 4.06 shall be the principal executive, financial
or accounting officer of such Person, in compliance with TIA Section 314(a)(4).

            Section 4.07. Limitation on Indebtedness and Issuance of Preferred
Stock. (a) The Issuers shall not, and shall not permit any of their Restricted
Subsidiaries to, Incur, directly or indirectly, any Indebtedness and the Issuers
shall not issue any Disqualified Capital Stock, and shall not permit any of
their Restricted Subsidiaries to issue any Preferred Stock; provided that the
Issuers or their Restricted Subsidiaries may incur Indebtedness (including
Acquired Indebtedness) or issue shares of Disqualified Stock if after giving
effect to the Incurrence of such Indebtedness and the receipt and application of
the proceeds thereof, the Leverage Ratio of the Issuers and their respective
Restricted Subsidiaries (on a consolidated combined basis) would not exceed 6.0
to 1.0.

            (b) Notwithstanding the foregoing paragraph (a), the Issuers and
their Restricted Subsidiaries, collectively, may Incur the following
Indebtedness (including, if applicable, Acquired Indebtedness or, in the case of
the Issuers only, Disqualified Capital Stock) ("Permitted Indebtedness"):

            (1) Indebtedness of the Issuers evidenced by the Notes issued on the
      Issue Date and any Note Guarantee;

            (2) Indebtedness under one or more Credit Facilities, provided that
      the aggregate principal amount of all such Indebtedness under the Credit
      Facilities at any one time outstanding under this clause (2) shall not
      exceed $515.0 million;

            (3) Indebtedness of the Issuers or any of their Restricted
      Subsidiaries in respect of Capital Lease Obligations and Purchase Money
      Indebtedness, provided that (1) the aggregate principal amount of such
      Indebtedness does not exceed the Fair Market Value (on the date of the
      Incurrence thereof) of the Property acquired, constructed or leased and
      (2) the aggregate principal amount of all Indebtedness Incurred and then
      outstanding pursuant to this clause (3) (together

                                      -49-
<PAGE>

      with all Permitted Refinancing Indebtedness Incurred and then outstanding
      in respect of Indebtedness previously Incurred pursuant to this clause
      (3)) shall not exceed $20.0 million;

            (4) Indebtedness of an Issuer owing to and held by the other Issuer
      or any Restricted Subsidiary and Indebtedness of a Restricted Subsidiary
      of an Issuer owing to and held by an Issuer or any other Restricted
      Subsidiary; provided, however, that any subsequent issue or transfer of
      Capital Stock or other event that results in any such Restricted
      Subsidiary ceasing to be a Restricted Subsidiary or any subsequent
      transfer of any such Indebtedness (except to such Issuer or a Restricted
      Subsidiary of such Issuer) shall be deemed, in each case, to constitute
      the Incurrence of such Indebtedness by the issuer thereof;

            (5) Indebtedness arising from the honoring by a bank or other
      financial institution of a check, draft or similar instrument
      inadvertently (except in the case of daylight overdrafts) drawn against
      insufficient funds in the ordinary course of business; provided, however,
      that such Indebtedness is extinguished within two Business Days of receipt
      by the borrower of notice of such overdraft;

            (6) obligations arising from or representing deferred compensation
      to employees of the Company or its Subsidiaries that constitute or are
      deemed to be Indebtedness under GAAP and that are Incurred in the ordinary
      course of business;

            (7) Indebtedness arising from agreements of the Issuers or any
      Restricted Subsidiary providing for indemnification, adjustment of
      purchase price or similar obligations, in each case, Incurred in
      connection with the disposition of any business, assets or a Subsidiary
      thereof, other than guarantees of Indebtedness incurred by a Person
      acquiring all or any portion of such business, assets or Subsidiary for
      the purpose of financing such acquisition; provided that (1) such
      Indebtedness is not reflected on the balance sheet of an Issuer or any
      Restricted Subsidiary (contingent obligations referred to in the footnote
      or footnotes to financial statements and not otherwise reflected on the
      balance sheet will not be deemed to be reflected on such balance sheet for
      purposes of this clause (1)) and (2) the maximum liability in respect of
      such Indebtedness shall at no time exceed the gross proceeds including
      non-cash proceeds (the Fair Market Value of such non-cash proceeds being
      measured at the time received without giving effect to any such subsequent
      changes in value) actually received by one or both Issuers and/or any
      Restricted Subsidiary in connection with such disposition;

            (8) Indebtedness under Hedging Obligations entered into by the
      Issuers or their Restricted Subsidiaries for the purpose of limiting
      interest rate risk in the ordinary course of the financial management of
      such Issuer or its Restricted Subsidiaries and not for speculative
      purposes, provided that the obligations under such agreements are directly
      related to payment obligations on Indebtedness otherwise permitted by this
      Section 4.07;

            (9) Indebtedness in connection with one or more standby letters of
      credit, bankers acceptances, surety or appeal bonds or performance bonds
      issued by the Issuers or their Restricted Subsidiaries in the ordinary
      course of business or pursuant to self-insurance obligations or in
      connection with workers' compensation claims and not in connection with
      the borrowing of money or the obtaining of advances or credit;

            (10) Indebtedness (in addition to any Indebtedness permitted by
      clauses (1) through (9) above or that is entitled to be Incurred pursuant
      Section 4.07(a)) outstanding on the Issue Date not otherwise described in
      clauses (1) through (9) above;

                                      -50-
<PAGE>

            (11) Indebtedness in an aggregate principal amount or liquidation
      preference (or accreted value, as applicable) outstanding at any one time
      not to exceed $20.0 million;

            (12) Permitted Refinancing Indebtedness Incurred in respect of
      Indebtedness Incurred pursuant to Section 4.07(a) and clauses (1) and (10)
      of this Section 4.07(b); and

            (13) Indebtedness, to the extent that the net proceeds thereof are
      promptly (1) used to repurchase Notes tendered upon a Change of Control
      Offer or (2) deposited to defease all of the Notes, any Additional Notes
      or any Exchange Notes pursuant to Article 12 of this Indenture.

            Notwithstanding anything to the contrary contained in this Section
4.07, (a) the Issuers shall not Incur any Indebtedness pursuant to this covenant
if the proceeds thereof are used, directly or indirectly, to Refinance any
Subordinated Obligations of an Issuer unless such Indebtedness shall be
subordinated to the Notes to at least the same extent as such Subordinated
Obligations, and (b) the Issuers shall not permit any of their Restricted
Subsidiaries to Incur any Indebtedness pursuant to this covenant if the proceeds
thereof are used, directly or indirectly, to Refinance any Subordinated
Obligations of such Issuer; provided, however, that no Indebtedness of an Issuer
or any Restricted Subsidiary shall be deemed to be contractually subordinated in
right of payment to any other Indebtedness of such Issuer or Restricted
Subsidiary solely by virtue of being unsecured.

            The accrual of interest, the accretion of principal or amortization
of original issue discount, the payment of interest on any Indebtedness in the
form of additional Indebtedness with the same terms, the payment of dividends on
Disqualified Stock in the form of additional shares of the same class of
Disqualified Stock and the obligation to pay a premium in respect of
Indebtedness arising in connection with the issuance of a notice of redemption
or the making of a mandatory offer to purchase such Indebtedness will not be
deemed to be an Incurrence of Indebtedness or an issuance of Disqualified Stock
for purposes of this Section 4.07.

            For purposes of determining compliance with this Section 4.07, (A)
in the event that an item of Indebtedness (including Indebtedness issued by an
Issuer to the lenders that are party to a Credit Facility) meets the criteria of
more than one of the types of Indebtedness described above, an Issuer, in its
sole discretion, will be permitted to classify, and, subsequent to its initial
Incurrence, reclassify such item of Indebtedness and only be required to include
the amount and type of such Indebtedness in one or more of the above clauses and
(B) an item of Indebtedness (including Indebtedness issued by an Issuer to the
lenders that are party to a Credit Facility) may be divided and classified in
more than one of the types of Indebtedness described above and the outstanding
principal amount of any Indebtedness shall be counted only once and any
obligations arising under any Guarantee, Lien, letter of credit or similar
instrument supporting such Indebtedness shall be disregarded.

            Section 4.08. Limitation on Issuers' Business. An Issuer shall not,
and shall not permit any or its Restricted Subsidiaries, to, directly or
indirectly, engage in any business other than the Telecommunications Business.

            Section 4.09. Limitation on Restricted Payments. (a) The Issuers
shall not make, and shall not permit any of their Restricted Subsidiaries to
make, directly or indirectly, any Restricted Payment if at the time of, and
after giving effect to, such proposed Restricted Payment:

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

                                      -51-
<PAGE>

            (2) the Issuers (on a consolidated combined basis) could not Incur
      at least $1.00 of additional Indebtedness pursuant to Section 4.07(a); or

            (3) the aggregate amount of such Restricted Payment and all other
      Restricted Payments (the amount so expended, if other than in cash, to be
      based upon Fair Market Value) declared or made subsequent to the Issue
      Date and then outstanding would exceed, at the date of determination,
      without duplication, the sum of:

                  (A) an amount (whether positive or negative) equal to the
            Issuers' combined EBITDA from the beginning of the first fiscal
            quarter in which the Notes are originally issued to the end of the
            Issuers' most recent fiscal quarter for which internal financial
            statements are available at the date of such Restricted Payment,
            taken as a single accounting period, less the product of 1.5 times
            the Issuers' Consolidated Interest Expense from the first date of
            the fiscal quarter in which the Issue Date occurs to the end of the
            Issuers' most recent fiscal quarter ending at least 45 days prior to
            the date of such Restricted Payment, taken as a single accounting
            period,

                  (B) Capital Stock Sale Proceeds,

                  (C) the sum of (A) the aggregate net cash proceeds received by
            any Issuer or any of its Restricted Subsidiaries from the issuance
            or sale after the Issue Date of convertible or exchangeable
            Indebtedness that has been converted into or exchanged for Capital
            Stock (other than Disqualified Stock) of the Issuers and (B) the
            aggregate amount by which Indebtedness of the Issuers or any of
            their Restricted Subsidiaries is reduced on the Issuers'
            consolidated combined balance sheet on or after the Issue Date upon
            the conversion or exchange of any Indebtedness issued or sold on or
            prior to the Issue Date that is convertible or exchangeable for
            Capital Stock (other than Disqualified Stock) of the Issuers
            (excluding, in the case of clause (A) or (B), (x) any such
            Indebtedness issued or sold to the Issuers or a Subsidiary of the
            Issuers or an employee stock ownership plan or trust established by
            the Issuers or any such Subsidiary for the benefit of their
            employees and (y) the aggregate amount of any cash or other Property
            distributed by the Issuers or any of their Restricted Subsidiaries
            upon any such conversion or exchange), and

                  (D) an amount equal to the sum of (A) the net reduction in, or
            any return on, Investments (other than Permitted Investments)
            resulting from dividends, repayments of loans or advances or other
            transfers of Property, in each case to any Issuer or any Restricted
            Subsidiary in respect of such Investment, or from the
            reclassification of any Unrestricted Subsidiary as a Restricted
            Subsidiary, or from the disposition of capital stock of an
            Unrestricted Subsidiary for cash or Property (valued at the Fair
            Market Value thereof) received by any Issuer or any Restricted
            Subsidiary, and (B) the portion (proportionate to any Issuer's
            equity interest in an Unrestricted Subsidiary) of the Fair Market
            Value of the net assets of an Unrestricted Subsidiary at the time
            such Unrestricted Subsidiary is designated a Restricted Subsidiary;
            provided, however, that the foregoing sum shall not exceed, in the
            case of any Person, the amount of Investments previously made (and
            treated as a Restricted Payment) by any Issuer or any Restricted
            Subsidiary in such Person.

            (b) The provisions of Section 4.09(a) will not prohibit any of the
following (each, a "Permitted Payment"):

            (1) the payment of dividends on Capital Stock of the Company or the
      Issuers within 60 days of the declaration thereof if, on said declaration
      date, such dividends could have been

                                      -52-
<PAGE>

      paid in compliance with this Indenture; provided, however, that such
      dividend shall be included in the calculation of the amount of Restricted
      Payments;

            (2) the purchase, repurchase, redemption, defeasance, acquisition or
      retirement for value of Capital Stock of an Issuer or Subordinated
      Obligations in exchange for, or out of the proceeds of the substantially
      concurrent sale of, Capital Stock of an Issuer (other than Disqualified
      Stock and other than Capital Stock issued or sold to a Subsidiary of an
      Issuer or an employee stock ownership plan or trust established by an
      Issuer or any such Subsidiary for the benefit of their employees);
      provided, however, that (A) such purchase, repurchase, redemption,
      defeasance, acquisition or retirement shall be excluded in the calculation
      of the amount of Restricted Payments and (B) the Capital Stock Sale
      Proceeds from such exchange or sale shall be excluded from the calculation
      pursuant to clause (a)(3) above;

            (3) the purchase, repurchase, redemption, defeasance, acquisition or
      retirement for value of any Subordinated Obligations in exchange for, or
      out of the proceeds of the substantially concurrent sale of, Permitted
      Refinancing Indebtedness; provided, however, that such purchase,
      repurchase, redemption, defeasance, acquisition or retirement shall be
      excluded in the calculation of the amount of Restricted Payments;

            (4) the repurchase of shares of, or of options to purchase shares
      of, common stock of an Issuer or any of its Affiliates or Subsidiaries
      from current or former officers, directors, employees or consultants of an
      Issuer or any of its Subsidiaries (or permitted transferees of such
      current or former officers, directors, employees or consultants), pursuant
      to the terms of agreements (including employment agreements) or plans (or
      amendments thereto) approved by the Board of Directors under which such
      individuals purchase or sell, or are granted the option to purchase or
      sell, shares of such common stock; provided, however, that (A) the
      aggregate amount of such repurchases shall not exceed $5.0 million in any
      fiscal year, (B) such repurchases shall be included in the calculation of
      the amount of Restricted Payments and (C) at the time of any such
      repurchase, no Default or Event of Default shall have occurred and be
      continuing (or result therefrom);

            (5) so long as no Default or Event of Default shall have occurred
      and be continuing, the payment of the fees and expenses of the Equity
      Investors as contemplated by the Professional Service Fee Agreements up to
      $5.0 million in aggregate in each fiscal year; provided, however, that any
      such amounts paid in excess of $3.0 million per fiscal year shall be
      included in the calculation of the amount of Restricted Payments;

            (6) the declaration and payment of dividends to holders of any class
      or series of Disqualified Stock of an Issuer Incurred in accordance with
      Section 4.07 of this Indenture to the extent that the amount of all
      Repayment obligations with respect thereto is included in the calculation
      of the consolidated combined Indebtedness of the Issuers for the purposes
      of the Leverage Ratio; provided, however, that such amounts are excluded
      in the calculation of the amount of Restricted Payments;

            (7) the payment of dividends, other distributions or other amounts
      by an Issuer to the Company, to pay fees and expenses required to maintain
      its existence as a limited liability company, including as contemplated by
      the LLC Agreement (including franchise taxes and federal, state, local and
      foreign income taxes), customary salary, bonus and other benefits payable
      to its officers and employees, expenses of members of the Board of
      Directors and other general corporate administrative and overhead
      expenses, in the aggregate not to exceed $1.0 million in any fiscal year,
      of which $500,000 may be carried over to the succeeding fiscal year to the
      extent not used in the preceding fiscal year; provided, however, that upon
      the consummation of a Public Eq-

                                      -53-
<PAGE>

      uity Offering, such amounts shall be $2.0 million and $1.0 million,
      respectively; provided, further, however, that such Permitted Payments
      shall be included in the calculation of the amount of Restricted Payments;

            (8) so long as no Default or Event of Default shall have occurred
      and be continuing or shall be in existence immediately thereafter, making
      loans to members of management of the Issuers pursuant to written
      agreements with such members in an aggregate principal amount not to
      exceed $2.0 million in the aggregate at any one time outstanding,
      provided, however, that any such loans shall be included in the
      calculation of Restricted Payments;

            (9) repurchases of Capital Stock deemed to occur upon (A) the
      exercise of stock options if such Capital Stock represents a portion of
      the exercise price thereof and (B) any purchase or acquisition from, or
      withholding on issuances to, any employee of an Issuer's Capital Stock in
      order to satisfy any applicable federal, state or local tax payments in
      respect of the receipt of shares of the Issuer's Capital Stock; provided,
      however, that such amounts shall be excluded in the calculation of the
      amount of Restricted Payments;

            (10) in the event of a Change of Control, and if no Default shall
      have occurred and be continuing, the payment, purchase, redemption,
      defeasance or other acquisition or retirement of Subordinated Obligations
      of an Issuer at a purchase price not greater than 101% of the principal
      amount of such Subordinated Obligations, plus any accrued and unpaid
      interest thereon; provided, however, that prior to such payment, purchase,
      redemption, defeasance or other acquisition or retirement, the Issuer (or
      a third party to the extent permitted by this Indenture) has made a Change
      of Control Offer with respect to the Notes as a result of such Change of
      Control and has repurchased all Notes validly tendered and not withdrawn
      in connection with such Change of Control Offer; provided further,
      however, that such payment, purchase, redemption, defeasance or other
      acquisition or retirement shall be included in the calculation of the
      amount of Restricted Payments;

            (11) the payment of cash in lieu of the issuance of fractional
      shares of Capital Stock upon the exercise or conversion of securities
      exercisable or convertible into Capital Stock of an Issuer; provided,
      however, that such payments shall be included in the calculation of the
      amount of Restricted Payments;

            (12) payments or distributions, in the nature of satisfaction of
      dissenters' or appraisal rights, pursuant to or in connection with a
      consolidation, merger or transfer of assets that complies with the
      provisions hereof applicable to mergers, consolidations and transfers of
      all or substantially all of the Property and assets of the Company or an
      Issuer; provided, however, that such payments shall be excluded in the
      calculation of the amount of Restricted Payments;

            (13) following the first Public Equity Offering that results in a
      Public Market, pay dividends on the Capital Stock of the Issuers of up to
      6.0% per year of the cash proceeds contributed to the Issuers (net of
      underwriters' fees, discounts or commissions paid by the Issuers) of such
      first Public Equity Offering; provided, however, that (1) such dividends
      shall be (x) paid pro rata to the holders of all classes of the applicable
      class of Capital Stock of the ultimate parent entity of the Issuers and
      (y) included in the calculation of the amount of Restricted Payments and
      (2) at the time of payment of any such dividend, no Default or Event of
      Default shall have occurred and be continuing or would result therefrom;

            (14) the declaration and payment of dividends by an Issuer to the
      Company; provided that an equal amount of cash equity is concurrently
      contributed by the Company to the other Is-

                                      -54-
<PAGE>

      suer; provided, however, that such payments shall be excluded in the
      calculation of the amount of Restricted Payments; and

            (15) other Permitted Payments in an amount which does not exceed
      $10.0 million; provided, however, that such Permitted Payments shall be
      included in the calculation of the amount of Restricted Payments.

            Section 4.10. Limitation on Restrictions on Distributions from
Restricted Subsidiaries. An Issuer shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
suffer to exist any consensual restriction on the right of any of its Restricted
Subsidiaries to

            (a) pay dividends, in cash or otherwise, or make any other
      distributions on or in respect of its Capital Stock, or pay any
      Indebtedness or other obligation owed to such Issuer or any of its other
      Restricted Subsidiaries,

            (b) make any loans or advances to such Issuer or any of its other
      Restricted Subsidiaries or

            (c) transfer any of its Property to such Issuer or any of its other
      Restricted Subsidiaries.

            The foregoing limitations will not apply

            (1)   with respect to clauses (a), (b) and (c), to restrictions

                  (A) arising under agreements of such Issuer and any of its
            Restricted Subsidiaries (as of the Issue Date) that were in effect
            on the Issue Date, including with respect to the Exchange Notes,

                  (B) arising under Credit Facilities; provided such
            restrictions are no more restrictive than those contained in the
            Credit Agreement as in effect on the Issue Date,

                  (C) relating to Indebtedness of such Issuer's Restricted
            Subsidiary and existing at the time it became a Restricted
            Subsidiary if such restriction was not created in connection with or
            in anticipation of the transaction or series of transactions
            pursuant to which such Restricted Subsidiary became a Restricted
            Subsidiary or was acquired by such Issuer or another of its
            Restricted Subsidiaries,

                  (D) that result from the Refinancing of Indebtedness, provided
            such restriction is no more restrictive than those under the
            agreement evidencing the Indebtedness so Refinanced,

                  (E) required by any governmental body or regulatory authority
            having jurisdiction over such Issuer or any of its Restricted
            Subsidiaries or any of their businesses or any rule, regulation,
            order or applicable law,

                  (F) with respect to the disposition or distribution of assets
            or Property in joint venture and other similar agreements entered
            into in the ordinary course of business, or

                                      -55-
<PAGE>

                  (G) on cash or other deposits imposed by customers under
            contracts entered into in the ordinary course of business; and

            (2)   with respect to clause (c) only, to restrictions

                  (A) relating to Indebtedness that is permitted to be Incurred
            and/or secured without also securing the Notes pursuant to Section
            4.07 and/or Section 4.14, as applicable, that limit the right of the
            debtor to dispose of the Property securing such Indebtedness,

                  (B) encumbering Property at the time such Property was
            acquired by such Issuer or any of its Restricted Subsidiaries, so
            long as such restriction relates solely to the Property so acquired
            and was not created in connection with or in anticipation of such
            acquisition,

                  (C) resulting from customary provisions restricting subletting
            or assignment of leases or customary provisions in other agreements
            that restrict assignment of such agreements or rights thereunder, or

                  (D) customary restrictions contained in asset sale or stock
            purchase agreements limiting the transfer of such Property, or
            payments, dividends or other distributions by any Restricted
            Subsidiary (including Capital Stock of a Restricted Subsidiary and
            Property of any such Restricted Subsidiary subject to a pending
            sale) pending the closing of such sale.

            Section 4.11. Limitation on Issuance or Sale of Capital Stock of
Restricted Subsidiaries. An Issuer shall not

            (a) sell, transfer, convey or otherwise dispose of any shares of
      Capital Stock of any of its Restricted Subsidiaries or

            (b) permit any of its Restricted Subsidiaries to, directly or
      indirectly, issue, sell, transfer, convey or otherwise dispose of any
      shares of its Capital Stock, other than

                  (1) directors' qualifying shares,

                  (2) to such Issuer or a Wholly Owned Subsidiary of such
            Issuer, or

                  (3) if, immediately after giving effect to such disposition,
            (A) such Restricted Subsidiary would no longer constitute a
            Restricted Subsidiary and (B) any Investment in such Person
            remaining after giving effect thereto is treated as a new Investment
            by an Issuer and such Investment would be permitted to be made under
            Section 4.09 of this Indenture if made on the date of such issuance,
            sale or other disposition; provided, however, that, in the case of
            this clause (3), such issuance, sale or disposition is effected in
            compliance with Section 4.12 of this Indenture.

            For purposes of this covenant, the creation of a Lien on any Capital
Stock of a Restricted Subsidiary to secure Indebtedness of an Issuer or any of
the Restricted Subsidiaries will not be deemed to be a violation of this
covenant; provided, however, that any sale or other disposition by the secured
party of such Capital Stock following foreclosure of its Lien will be subject to
this covenant.

                                      -56-
<PAGE>

            Section 4.12. Limitation on Asset Sales. An Issuer shall not, and
shall not permit any of its Restricted Subsidiaries to, directly or indirectly,
consummate any Asset Sale unless

            (a) such Issuer or its Restricted Subsidiaries receives
      consideration at the time of such Asset Sale at least equal to the Fair
      Market Value of the Property subject to such Asset Sale;

            (b) at least 75.0% of the consideration paid to such Issuer or its
      Restricted Subsidiaries in connection with such Asset Sale is in the form
      of cash or cash equivalents; and

            (c) such Issuer delivers an Officers' Certificate to the Trustee
      certifying that such Asset Sale complies with the foregoing clauses (a)
      and (b).

            For purposes of this covenant, each of the following will be deemed
to be cash or cash equivalents:

            (a) any liabilities, as shown on an Issuer's most recent
      consolidated balance sheet, (other than contingent liabilities and
      liabilities that are by their terms subordinated to the Notes) that are
      assumed by the transferee of any such assets pursuant to an agreement that
      releases the Issuers and the Restricted Subsidiaries from further
      liability;

            (b) any securities, notes or other obligations received by an Issuer
      or any Restricted Subsidiary from the transferee that are converted by
      such Issuer or such Restricted Subsidiary into cash, to the extent of the
      cash received in that conversion, within 180 days after receipt;

            (c) any Designated Non-cash Consideration received by an Issuer or
      any Restricted Subsidiary in such Asset Sale having an aggregate Fair
      Market Value, taken together with all other Designated Non-cash
      Consideration received pursuant to this clause (c) that is at that time
      outstanding, not to exceed $10.0 million at the time of the receipt of
      such Designated Non-cash Consideration (with the Fair Market Value of each
      item of Designated Non-cash Consideration being measured at the time
      received and without giving effect to subsequent changes in value).

            The Net Available Cash (or any portion thereof) from Asset Sales may
be applied by such Issuer or its Restricted Subsidiaries, to the extent that
such Issuer or its Restricted Subsidiaries elects (or is required by the terms
of any Indebtedness):

            (a) to Repay Senior Indebtedness of an Issuer or a Restricted
      Subsidiary (excluding any Indebtedness owed to an Affiliate of such
      Issuer);

            (b) subject to Section 4.09 of this Indenture, to reinvest in
      Additional Assets (including by means of an Investment in Additional
      Assets by a Restricted Subsidiary with Net Available Cash received by an
      Issuer or another of its Restricted Subsidiaries); or

            (c) any combination of the foregoing clauses (a) and (b).

Pending such application, and subject in all respects to the procedures set
forth below, an Issuer may, to the extent such use would not constitute a
Repayment, use such Net Available Cash to temporarily reduce Indebtedness or may
make an Investment in U.S. Government Obligations.

            Any Net Available Cash from an Asset Sale not applied in accordance
with the preceding paragraph within 365 days from the date of the receipt of
such Net Available Cash or that is not (to the extent not used to temporarily
reduce Indebtedness) segregated from the general funds of such Issuer for

                                      -57-
<PAGE>

investment in identified Additional Assets in respect of a project
that shall have been commenced, and for which binding contractual commitments
have been entered into, prior to the end of such 365-day period and that shall
not have been completed or abandoned shall constitute "Excess Proceeds";
provided, however, that the amount of any Net Available Cash that ceases to be
so segregated as contemplated above and any Net Available Cash that is
segregated in respect of a project that is abandoned or completed shall also
constitute "Excess Proceeds" at the time any such Net Available Cash ceases to
be so segregated or at the time the relevant project is so abandoned or
completed, as applicable. When the aggregate amount of Excess Proceeds exceeds
$10.0 million (taking into account income earned on such Excess Proceeds, if
any), the Issuers will concurrently be required to make an offer to purchase
(the "Prepayment Offer") the Notes which offer shall be in the amount of the
Allocable Excess Proceeds, on a pro rata basis according to principal amount, at
a purchase price equal to 100.0% of the principal amount thereof, plus accrued
and unpaid interest, if any, to the purchase date (subject to the right of
holders of record on the relevant record date to receive interest due on the
relevant interest payment date), in accordance with the procedures (including
prorating in the event of oversubscription) set forth in this Indenture. To the
extent that any portion of the amount of Net Available Cash remains after
compliance with the preceding sentence and provided that all holders of Notes
have been given the opportunity to tender their Notes for purchase in accordance
with this Indenture, such Issuer or such Restricted Subsidiary may use such
remaining amount for any purpose permitted by this Indenture and the amount of
Excess Proceeds will be reset to zero. The term "Allocable Excess Proceeds" will
mean the product of (a) the Excess Proceeds and (b) a fraction, the numerator of
which is the aggregate principal amount of the Notes outstanding on the date of
the Prepayment Offer and the denominator of which is the sum of the aggregate
principal amount of the Notes outstanding on the date of the Prepayment Offer
and the aggregate principal amount of other Indebtedness of the Issuers
outstanding on the date of the Prepayment Offer that is pari passu in right of
payment with the Notes and subject to terms and conditions in respect of Asset
Sales similar in all material respects to this Section 4.12 and requiring the
Issuers to concurrently make an offer to purchase such Indebtedness at
substantially the same time as the Prepayment Offer.

            Within five Business Days after the Issuers are concurrently
obligated to make a Prepayment Offer as described in the preceding paragraph,
the Issuers shall send a written notice, by first-class mail, to the holders of
Notes, with a copy to the Trustee, accompanied by such information regarding the
Issuers and their Subsidiaries as the Issuers in good faith believe will enable
such holders to make an informed decision with respect to such Prepayment Offer.
Such notice shall state, among other things, the purchase price and the purchase
date, which shall be, subject to any contrary requirements of applicable law, a
Business Day no earlier than 30 days nor later than 60 days from the date such
notice is mailed.

            The Issuers will comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Notes pursuant to this
Section 4.12. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section 4.12, the Issuers will
comply with the applicable securities laws and regulations and will not be
deemed to have breached its obligations under this Section 4.12 by virtue
thereof.

            Section 4.13. Limitation on Transactions with Affiliates. An Issuer
shall not, and shall not permit any of its Restricted Subsidiaries to, directly
or indirectly, conduct any business or enter into or suffer to exist any
transaction or series of transactions (including the purchase, sale, transfer,
assignment, lease, conveyance or exchange of any Property or the rendering of
any service) with, or for the benefit of, any Affiliate of either Issuer (an
"Affiliate Transaction"), unless

            (a) the terms of such Affiliate Transaction are

                  (1) set forth in writing,

                                      -58-
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                  (2) in the best interest of such Issuer or its Restricted
            Subsidiaries, as the case may be, and

                  (3) no less favorable to such Issuer or its Restricted
            Subsidiaries, as the case may be, taken as a whole, than those that
            could be obtained in a comparable arm's-length transaction with a
            Person that is not an Affiliate of such Issuer,

            (b) if such Affiliate Transaction involves aggregate payments or
      value in excess of $5.0 million, either (x) such Issuer's Board of
      Directors (including a majority of the disinterested members of such
      Issuer's Board of Directors) approves such Affiliate Transaction, and in
      its good faith judgment, believes that such Affiliate Transaction complies
      with clauses (a)(2) and (3) of this Section 4.13 as evidenced by a board
      resolution promptly delivered to the Trustee or (y) such Issuer complies
      with clause (c) of this paragraph (without regard to the dollar threshold
      contained therein), and

            (c) if such Affiliate Transaction involves aggregate payments or
      value in excess of $10.0 million, such Issuer obtains a written opinion
      from an Independent Appraiser to the effect that the consideration to be
      paid or received in connection with such Affiliate Transaction is fair,
      from a financial point of view, to such Issuer or its Restricted
      Subsidiary, as the case may be.

            Notwithstanding the foregoing limitation, an Issuer or its
Restricted Subsidiaries may enter into or suffer to exist the following:

            (1) any transaction or series of transactions exclusively between or
      among, as the case may be,

                  (A) the Issuers,

                  (B) an Issuer and one or more Restricted Subsidiaries,

                  (C) two or more Restricted Subsidiaries, or

                  (D) the Issuers and one or more Restricted Subsidiaries of
            either Issuer;

            (2) any Restricted Payment permitted to be made pursuant to Section
      4.09, including, but not limited to, Permitted Payments and Permitted
      Investments;

            (3) the payment of compensation (including amounts paid pursuant to
      employee benefit plans) or the entering into, and performance of, any
      indemnification agreement, for the personal services of officers,
      directors and employees of an Issuer or any of its Restricted
      Subsidiaries, so long as such payments are pursuant to a policy (A)
      established by its Board of Directors in good faith and (B) evidenced by a
      resolution of its Board of Directors that establishes standards to ensure
      that the terms and amount of such compensation are fair consideration for
      the services to be performed;

            (4) loans and advances to employees made in the ordinary course of
      business of an Issuer or its Restricted Subsidiaries, as the case may be,
      provided that such loans and advances do not exceed $2.0 million in the
      aggregate at any one time outstanding;

            (5) any sale or other issuance of Capital Stock (other than
      Disqualified Stock) of an Issuer;

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            (6) in the case of joint ventures in which an Issuer or any
      Restricted Subsidiary has an interest, so long as the other parties to the
      joint venture which are not Affiliates of the Issuer own at least 50% of
      the equity of such joint venture, transactions between such joint venture
      and the Issuer or any Restricted Subsidiary; provided, that the Board of
      Directors of such Issuer or Restricted Subsidiary approves such
      transaction and, in its good faith judgment, believes that such
      transaction complies with clauses (a)(2) and (3) of this Section 4.13;

            (7) any transactions between Homebase and any of its Subsidiaries or
      Affiliates and any existing or future portfolio company of any of the
      Equity Investors in the Telecommunications Business in the ordinary course
      of business (including, without limitation, the payment of access fee
      charges); provided, that the Board of Directors of such Issuer or
      Restricted Subsidiary approves such transaction and, in its good faith
      judgment, believes that such transaction complies with clauses (a)(2) and
      (3) of this Section 4.13; or

            (8) any transactions, to the extent not addressed by other clauses
      of this paragraph or the definition of Permitted Payments, as in effect on
      the Issue Date and contemplated by this offering circular and reasonable
      modifications or extensions of such transactions consistent with past
      practice and not less favorable to the Issuers from a financial point of
      view.

            Section 4.14. Limitation on Liens. An Issuer shall not, and shall
not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur
or suffer to exist, any Lien (other than Permitted Liens) upon any of its
Property (including Capital Stock of a Restricted Subsidiary), whether owned at
the Issue Date or thereafter acquired, or any interest therein or any income or
profits therefrom, unless (a) if such Lien secures Senior Indebtedness, the
Notes are secured on an equal and ratable basis with such Indebtedness and (b)
if such Lien secures any other Indebtedness, such Lien shall be subordinated to
a Lien securing the Notes in the same Property as that securing such other
Indebtedness (and if such Lien secures a Subordinated Obligation, such Lien
shall be subordinated to a Lien securing the Notes to at least the same extent
as such Subordinated Obligation is subordinated to the Notes).

            Any Lien created for the benefit of the Holders of the Notes
pursuant to the preceding paragraph shall provide by its terms that such Lien
shall be automatically and unconditionally released and discharged upon the
release and discharge of the initial Lien giving rise to the requirement under
this Section 4.14 to equally and ratably secure the Notes under either clause
(a) or (b) above.

            Section 4.15. Purchase of Notes upon a Change of Control. (a) Upon
the occurrence after the Issue Date of a Change of Control, each Holder will
have the right to require the Issuers to concurrently repurchase all or any part
of such Holder's Notes equal to $1,000 or in integral multiples of $1,000 at a
purchase price in cash equal to 101% of the principal amount thereof, plus
accrued and unpaid interest, if any, to the date of repurchase (subject to the
right of Holders of record on the relevant record date to receive interest due
on the relevant interest payment date); provided, however, that the Issuers
shall not be obligated to repurchase Notes pursuant to this Section 4.15 in the
event that they have exercised their right to redeem all the Notes as provided
in Article 10.

            (b) The Issuers will not be required to make a Change of Control
Offer (as defined below) following a Change of Control if a third party makes
the Change of Control Offer in the manner, at the times and otherwise in
compliance with the requirements set forth in this Indenture applicable to a
Change of Control Offer made by the Issuers, and purchases all Notes validly
tendered and not withdrawn under such Change of Control Offer.

            (c) Unless the Issuers have exercised their right to redeem all the
Notes as provided under Article 10, the Issuers shall, not later than 30 days
following the date the Issuers obtain actual

                                      -60-
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knowledge of any Change of Control having occurred, or that it will occur, mail
a notice to each Holder with a copy to the Trustee stating:

            (1) that a Change of Control has occurred or may occur and that such
      Holder has, or upon such occurrence will have, the right to require the
      Issuers to concurrently purchase such Holder's Notes at a purchase price
      in cash equal to 101% of the principal amount thereof, plus accrued and
      unpaid interest, if any, to the date of purchase (subject to the right of
      Holders of record on a record date to receive interest on the relevant
      interest payment date);

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

            (3) the repurchase date (which shall be no earlier than 30 days nor
      later than 60 days from the date such notice is mailed);

            (4) the instructions determined by the Issuers, consistent with this
      Section 4.15, that a Holder must follow in order to have its Notes
      purchased; and

            (5) if such notice is mailed prior to the occurrence of a Change of
      Control, that such offer (the "Change of Control Offer") is conditioned on
      the occurrence of such Change of Control.

            (d) The Issuers will comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Notes pursuant to this
Section 4.15. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section 4.15, the Issuers will
comply with the applicable securities laws and regulations and will not be
deemed to have breached its obligations under this Section 4.15 by virtue
thereof.

            Section 4.16. Designation of Restricted and Unrestricted
Subsidiaries. The Board of Directors of an Issuer may designate any Subsidiary
of such Issuer to be an Unrestricted Subsidiary if

            (a) the Subsidiary to be so designated does not own any Capital
      Stock or Indebtedness of, or own or hold any Lien on any Property of, such
      Issuer or any of its Restricted Subsidiaries,

            (b) the Subsidiary to be so designated is not obligated under any
      Indebtedness, Lien or other obligation that, if in default, would result
      (with the passage of time or notice or otherwise) in a default on any
      Indebtedness of such Issuer or of any of its Restricted Subsidiaries and

            (c) either (1) the Subsidiary to be so designated has total assets
      of $1,000 or less or (2) such designation is effective immediately upon
      such entity becoming a Subsidiary of such Issuer.

            Unless so designated as an Unrestricted Subsidiary, any Person that
becomes a Subsidiary of such Issuer will be classified as a Restricted
Subsidiary; provided, however, that such Subsidiary shall not be designated a
Restricted Subsidiary of such Issuer and shall be automatically classified as an
Unrestricted Subsidiary if either of the requirements set forth in clauses (x)
and (y) of the immediately following paragraph will not be satisfied after
giving pro forma effect to such classification. Except as provided in the first
sentence of this paragraph, no Restricted Subsidiary of an Issuer may be
redesignated as an Unrestricted Subsidiary of such Issuer.

                                      -61-
<PAGE>

            The Board of Directors may designate any of such Issuer's
Unrestricted Subsidiaries to be a Restricted Subsidiary of such Issuer if,
immediately after giving pro forma effect to such designation, (x) the Issuers
could Incur at least $1.00 of additional Indebtedness pursuant to Section
4.07(a) and (y) no Default or Event of Default shall have occurred and be
continuing or would result therefrom.

            Any such designation or redesignation by the Board of Directors of
an Issuer will be evidenced to the Trustee by filing with the Trustee a board
resolution giving effect to such designation or redesignation and an Officers'
Certificate (a) certifying that such designation or redesignation complies with
the foregoing provisions and (b) giving the effective date of such designation
or redesignation, such filing with the Trustee to occur within 45 days after the
end of the fiscal quarter of the Issuers in which such designation or
redesignation is made (or, in the case of a designation or redesignation made
during the last fiscal quarter of the Issuers' fiscal year, within 90 days after
the end of such fiscal year).

            Section 4.17. Limitation on Sale and Leaseback Transactions. An
Issuer shall not, and shall not permit any of its Restricted Subsidiaries to,
enter into any Sale and Leaseback Transaction with respect to any Property
unless

            (a) such Issuer or its Restricted Subsidiaries would be entitled to
      (1) Incur Indebtedness in an amount equal to the Attributable Indebtedness
      with respect to such Sale and Leaseback Transaction pursuant to Section
      4.07 of this Indenture and (2) create a Lien on such Property securing
      such Attributable Indebtedness without also securing the Notes pursuant to
      Section 4.14 of this Indenture and

            (b) such Sale and Leaseback Transaction is effected in compliance
      with Section 4.12 of this Indenture.

                                   ARTICLE 5

                                   SUCCESSORS

            Section 5.01. Merger, Consolidation and Sale of Property. The
Company shall not, and will not permit either Issuer to, merge, consolidate or
amalgamate with or into any other Person (other than a merger of a Wholly Owned
Subsidiary, an Issuer or any Note Guarantor, into an Issuer or any Note
Guarantor) or sell, transfer, assign, lease, convey or otherwise dispose of all
or substantially all its Property in any one transaction or series of
transactions unless:

            (a) the resulting, surviving or transferee Person (the "Surviving
      Person") will be a corporation organized and existing under the laws of
      the United States of America, any State thereof or the District of
      Columbia;

            (b) the Surviving Person (if other than the Company, an Issuer or a
      Note Guarantor) expressly assumes, by supplemental indenture in form
      reasonably satisfactory to the Trustee, executed and delivered to the
      Trustee by such Surviving Person, the due and punctual payment of the
      principal of, and premium, if any, and interest on, all the Notes,
      according to their tenor, and the due and punctual performance and
      observance of all the covenants and conditions of this Indenture to be
      performed by the Company, such Issuer or Note Guarantor;

            (c) in the case of a sale, transfer, assignment, lease, conveyance
      or other disposition of all or substantially all the Property of the
      Company, any Issuer or Note Guarantor, such Property shall have been
      transferred as an entirety or virtually as an entirety to one Person;

                                      -62-
<PAGE>

            (d) immediately before and after giving effect to such transaction
      or series of transactions on a pro forma basis (and treating, for purposes
      of this clause (d) and clauses (e) and (f) below, any Indebtedness that
      becomes, or is anticipated to become, an obligation of the Surviving
      Person or any Restricted Subsidiary as a result of such transaction or
      series of transactions as having been Incurred by the Surviving Person or
      such Restricted Subsidiary at the time of such transaction or series of
      transactions), no Default or Event of Default shall have occurred and be
      continuing;

            (e) immediately after giving effect to such transaction or series of
      transactions on a pro forma basis, the Issuers or the Surviving Person, as
      the case may be, would be able to Incur at least $1.00 of additional
      Indebtedness under Section 4.07(a) of this Indenture; and

            (f) the Issuers shall deliver, or cause to be delivered, to the
      Trustee, in form and substance reasonably satisfactory to the Trustee, an
      Officers' Certificate and an Opinion of Counsel, each stating that such
      transaction and the supplemental indenture, if any, in respect thereto
      comply with this Section 5.01 and that all conditions precedent herein
      provided for relating to such transaction have been satisfied.

            The Surviving Person shall succeed to, and be substituted for, and
may exercise every right and power of, the Company, the Issuers or the Note
Guarantors, as the case may be, under this Indenture, but the predecessor
company in the case of a sale, transfer, assignment, lease, conveyance or other
disposition shall not be released from its obligations under this Indenture and
the Notes (except the predecessor company shall be so released in the case of
the sale, transfer, assignment, conveyance or other disposition, but not the
lease, of the assets as an entirety or virtually as an entirety).

            Notwithstanding the foregoing, in no event shall the Company be
permitted to sell, transfer or assign, convey or otherwise dispose of the
Capital Stock of either Issuer except in connection with an Intermediate Holdco
Reorganization.

            Section 5.02. Surviving Person Substituted. Upon any transaction
involving the Company or either Issuer in accordance with Section 5.01 in which
the Company or the relevant Issuer is not the Surviving Person, the Surviving
Person will succeed to, and be substituted for, and may exercise every right and
power of, the Company or the relevant Issuer under this Indenture, and
thereafter the predecessor Company or the relevant Issuer shall be relieved of
all obligations and covenants under this Indenture and the Notes.

                                   ARTICLE 6

                                    REMEDIES

            Section 6.01. Events of Default. An "Event of Default" occurs if:

            (1) the Issuers default in any payment of any interest on the Notes
      when the same becomes due and payable and such default continues for a
      period of 30 days;

            (2) the Issuers default in the payment of any principal of (or
      premium, if any, on) any Note when the same becomes due and payable at its
      Stated Maturity, upon acceleration, redemption, optional redemption,
      required repurchase or otherwise;

            (3) the Issuers fail to comply with Section 4.15 or Article 5;

                                      -63-
<PAGE>

            (4) the Issuers fail to comply with any of its agreements in the
      Notes or this Indenture (other than those referred to in clause (1), (2),
      or (3) above) or the Pledge and Guarantee Agreement and such failure
      continues for 60 days after receipt of the notice written specified in the
      penultimate paragraph of this Section 6.01;

            (5) a default occurs under any Indebtedness by the Company, an
      Issuer or any of its Restricted Subsidiaries that results in acceleration
      of the maturity of such Indebtedness, or failure to pay any such
      Indebtedness at maturity, in an aggregate amount greater than $10.0
      million or its foreign currency equivalent at the time;

            (6) the Company, either of the Issuers or any Significant Subsidiary
      pursuant to or within the meaning of any Bankruptcy Law:

                  (A) commences a voluntary case;

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

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

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

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

                  (A) is for relief against the Company, either of the Issuers
            or any Significant Subsidiary in an involuntary case;

                  (B) appoints a Custodian of the Company, either of the Issuers
            or any Significant Subsidiary or for any substantial part of its
            property; or

                  (C) orders the winding up or liquidation of the Company,
            either of the Issuers or any Significant Subsidiary;

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

            (8) the rendering of any judgment for the payment of money in an
      aggregate amount in excess of $10.0 million, or its foreign currency
      equivalent at the time, against the Company, an Issuer or any of its
      Restricted Subsidiaries by a court or other adjudicatory authority of
      competent jurisdiction that is not discharged, or bonded or insured by a
      third Person and such judgment or decree remains outstanding for a period
      of 60 consecutive days following such judgment or decree and is not
      discharged, waiver or stayed; or

            (9) the failure of any Note Guarantee by the Company or an Issuer to
      be in full force and effect (except as contemplated by the terms thereof
      or of this Indenture) or the denial or disaffirmation in writing by the
      Company or either Issuer of its obligations under its Note Guarantee
      (other than by reason of the termination of this Indenture, the Pledge and
      Guarantee Agreement or such Note Guarantee or the release of such Note
      Guarantee in accordance with such Note Guarantee or this Indenture) or the
      default by the Company on the performance of the Pledge and Guarantee
      Agreement which results in the unenforceability, invalidity or
      imperfection or lack of

                                      -64-
<PAGE>

      requisite priority of the Trustee's Lien on the Collateral or the
      repudiation or disaffirmation by the Company of its obligations under the
      Pledge and Guarantee Agreement or the determination in a judicial
      proceeding that the Pledge and Guarantee Agreement is unenforceable.

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

            The term "Bankruptcy Law" means Title 11, United States Code, or any
similar Federal, state or foreign law for the relief of debtors. The term
"Custodian" means any receiver, trustee, assignee, liquidator, custodian or
similar official under any Bankruptcy Law.

            A Default under clause (4) is not an Event of Default until the
Trustee or the Holders of at least 25% in principal amount of the Outstanding
Notes notify the Issuers (and the Trustee in the case of a notice by Holders) of
the Default and the Issuers do not cure such Default within the time specified
therein after receipt of such notice. Such notice must specify the Default,
demand that it be remedied and state that such notice is a "Notice of Default."
When a Default or an Event of Default is cured, it ceases.

            The Issuers shall deliver to the Trustee, within 30 days after the
occurrence thereof, written notice in the form of an Officer's Certificate of
any Event of Default and any event that with the giving of notice or the lapse
of time would become an Event of Default, its status and what action the Issuers
are taking or propose to take with respect thereto.

            Section 6.02. Acceleration of Maturity; Rescission and Annulment. If
an Event of Default (other than an Event of Default specified in Section 6.01(6)
or Section 6.01(7) with respect to an Issuer) occurs and is continuing, the
Trustee by notice to the Issuers, or the Holders of not less than 25% in
aggregate principal amount of the Outstanding Notes by notice to the Issuers and
the Trustee, in either case specifying in such notice the respective Event of
Default and that such notice is a "notice of acceleration," may declare the
principal of and accrued but unpaid interest on all the Notes to be due and
payable. Upon the effectiveness of such a declaration, such principal and
interest will be due and payable immediately. Notwithstanding the foregoing, if
an Event of Default specified in Section 6.01(6) or Section 6.01(7) with respect
to the Company or an Issuer occurs and is continuing, then the principal of and
any accrued interest on all the Outstanding Notes will ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder. The Holders of a majority in principal amount of the
Outstanding Notes by notice to the Company and the Trustee may rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default have been cured or
waived except non-payment of principal or interest that has become due solely
because of such acceleration. No such rescission shall affect any subsequent
Default or impair any right arising as a result thereof.

            Notwithstanding the foregoing, in the event an Event of Default
specified in Section 6.01(5) shall have occurred and be continuing, such Event
of Default and all consequences thereof (including without limitation any
acceleration or resulting payment default) shall be annulled, waived and
rescinded automatically and without any action by the Trustee or the Holders and
be of no further effect if within 30 days after such Event of Default (x) the
Indebtedness that is the subject of such Event of Default has been discharged or
paid in full, or (y) the holders thereof have rescinded or waived the
acceleration, notice or action (as the case may be) giving rise to such Event of
Default, or (z) the default in respect of such Indebtedness that is the basis
for such Event of Default has been cured.

                                      -65-
<PAGE>

            Section 6.03. Other Remedies; Collection Suit by Trustee. If an
Event of Default occurs and is continuing, the Trustee may, but is not obligated
under this Section 6.03 to, pursue any available remedy to collect the payment
of principal of or interest on the Notes or to enforce the performance of any
provision of the Notes or this Indenture. If an Event of Default specified in
Section 6.01(1) or 6.01(2) occurs and is continuing, the Trustee may recover
judgment in its own name and as trustee of an express trust against each Issuer
for its respective Several Share of the whole amount then due and owing
(together with interest on any unpaid interest to the extent lawful with respect
to such Several Share) and the amounts provided for in Section 7.07.

            Section 6.04. Trustee May File Proofs of Claim. The Trustee may file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and the Holders allowed in
any judicial proceedings relative to either Issuer or any other obligor upon the
Notes, its creditors or its property and, unless prohibited by law or applicable
regulations, may vote on behalf of the Holders in any election of a trustee in
bankruptcy or other Person performing similar functions, and any Custodian in
any such judicial proceeding is hereby authorized by each Holder to make
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements advances
of the Trustee, its agents and its counsel, and any other amounts due the
Trustee under Section 7.07.

            No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Notes or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

            Section 6.05. Trustee May Enforce Claims Without Possession of
Notes. All rights of action and claims under this Indenture or the Notes may be
prosecuted and enforced by the Trustee without the possession of any of the
Notes or the production thereof in any proceeding relating thereto, and any such
proceeding instituted by the Trustee shall be brought in its own name as trustee
of an express trust, and any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, be for the ratable benefit of the Holders
of the Notes in respect of which such judgment has been recovered.

            Section 6.06. Application of Money Collected. Any money or property
collected by the Trustee pursuant to this Article 6 or Article 14 or as proceeds
from Collateral shall be applied in the following order, at the date or dates
fixed by the Trustee and, in case of the distribution of such money on account
of principal (or premium, if any) or interest, upon presentation of the Notes
and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:

            First: To the payment of all amounts due the Trustee under Section
      7.07;

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

            Third: to the Issuers.

            Section 6.07. Limitation on Suits. No Holder may pursue any remedy
with respect to this Indenture or the Notes, or for the appointment of a
receiver or trustee, or for any remedy thereunder, unless:

                                      -66-
<PAGE>

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

            (2) Holders of at least 25% in principal amount of the Outstanding
      Notes have requested the Trustee in writing to institute such proceeding
      as trustee;

            (3) such Holder or Holders have offered to the Trustee reasonable
      security or indemnity against any loss, liability or expense to institute
      such proceeding as trustee;

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

            (5) the Holders of a majority in principal amount of the Outstanding
      Notes have not given the Trustee a direction inconsistent with the request
      within such 60-day period and shall have failed to institute such
      proceeding within 60 days.

            A Holder may not use this Indenture to affect, disturb or prejudice
the rights of another Holder, to obtain a preference or priority over another
Holder or to enforce any right under this Indenture except in the manner herein
provided and for the equal and ratable benefit of all Holders.

            Section 6.08. Unconditional Right of Holders To Receive Principal
and Interest. Notwithstanding any other provision in this Indenture, the Holder
of any Note shall have the absolute and unconditional right to receive payment
of the principal of and all (subject to Section 3.07) interest on such Note on
the respective Stated Maturity or Interest Payment Dates expressed in such Note
and to institute suit for the enforcement of any such payment on or after such
respective Stated Maturity or Interest Payment Dates, and such right shall not
be impaired without the consent of such Holder.

            Section 6.09. Restoration of Rights and Remedies. If the Trustee or
any Holder has instituted any proceeding to enforce any right or remedy under
this Indenture or any Note and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then and in every such case the Issuers, any other obligor upon the
Notes, the Trustee and the Holders shall, subject to any determination in such
proceeding, be restored severally and respectively to their former positions
hereunder, and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding had been instituted.

            Section 6.10. Rights and Remedies Cumulative. No right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

            Section 6.11. Delay or Omission Not Waiver. No delay or omission of
the Trustee or of any Holder of any Note to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article 6 or by law to the Trustee or to
the Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

            Section 6.12. Control by Holders. The Holders of not less than a
majority in aggregate principal amount of the Outstanding Notes shall have the
right to direct the time, method and place of

                                      -67-
<PAGE>

conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee, provided that

            (1) such direction shall not be in conflict with any rule of law or
      with this Indenture, and

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

            However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture or, subject to Section 7.01, that the
Trustee determines is unduly prejudicial to the rights of other Holders or would
involve the Trustee in personal liability; provided, however, that the Trustee
may take any other action deemed proper by the Trustee that is not inconsistent
with such direction. Prior to taking any action under this Indenture, the
Trustee shall be entitled to indemnification satisfactory to it in its sole
discretion against all losses and expenses caused by taking or not taking such
action. This Section 6.12 shall be in lieu of Section 316(a)(1)(A) of the TIA,
and such Section 316(a)(1)(A) of the TIA is hereby expressly excluded from this
Indenture and the Notes, as permitted by the TIA.

            Section 6.13. Waiver of Past Defaults. The Holders of not less than
a majority in aggregate principal amount of the Outstanding Notes may on behalf
of the Holders of all the Notes waive any past Default hereunder and its
consequences, except a Default

            (1) in the payment of the principal of (or premium, if any) or
      interest on any Note (which may only be waived with the consent of each
      Holder of Notes affected), or

            (2) in respect of a covenant or provision hereof that pursuant to
      the second paragraph of Section 9.02 cannot be modified or amended without
      the consent of the Holder of each Outstanding Note affected.

            Upon any such waiver, such Default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or Event of Default or impair any right consequent thereon. In
case of any such waiver, the Issuers, any other obligor upon the Notes, the
Trustee and the Holders shall be restored to their former positions and rights
hereunder and under the Notes, respectively. This paragraph of this Section 6.13
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.

            Section 6.14. Undertaking for Costs. All parties to this Indenture
agree, and each Holder of any Note by such Holder's acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture or the Notes, or
in any suit against the Trustee for any action taken, suffered or omitted by it
as Trustee, the filing by any party litigant in such suit of an undertaking to
pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant. This Section 6.14 shall not
apply to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the Outstanding Notes, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of (or premium, if any) or interest
on any Note on or after the respective Stated Maturity or Interest Payment Dates
expressed in such Note.

                                      -68-
<PAGE>

            Section 6.15. Waiver of Stay, Extension or Usury Laws. Neither of
the Issuers (to the extent that it may lawfully do so) shall at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay or extension law or any usury or other similar law
wherever enacted, now or at any time hereafter in force, that would prohibit or
forgive such Issuer from paying all or any portion of its respective portions of
the principal of (or premium, if any) or interest on the Notes contemplated
herein or in the Notes or that may affect the covenants or the performance of
this Indenture; and each of the Issuers (to the extent that it may lawfully do
so) hereby expressly waives all benefit or advantage of any such law, and shall
not hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.

                                   ARTICLE 7

                                   THE TRUSTEE

            Section 7.01. Certain Duties and Responsibilities. (a) Except during
the continuance of an Event of Default,

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

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

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

            (c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own bad faith or willful misconduct, except that (i) this
paragraph does not limit the effect of paragraph (a) of this Section 7.01; (ii)
the Trustee shall not be liable for any error of judgment made in good faith by
a Trust Officer, unless it is proved that the Trustee was negligent in
ascertaining the pertinent facts or acted in bad faith or with willful
misconduct in relation thereto; 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 6.12.

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

            (e) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of
Sections 7.01 and 7.03 hereof.

                                      -69-
<PAGE>

            Section 7.02. Notice of Defaults. Within 90 days after the
occurrence of any Default, the Trustee shall transmit by mail to all Holders, as
their names and addresses appear in the Note Register, notice of such Default
hereunder known to the Trustee unless such Default shall have been cured or
waived; provided, however, that, except in the case of a Default in the payment
of the principal of, premium, if any, or interest on any Note, the Trustee shall
be protected in withholding such notice if and so long as the board of directors
or the executive committee of Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interests of the
Holders.

            Section 7.03. Certain Rights of Trustee. Subject to the provisions
of Section 7.01:

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

            (2) any request or direction of the Company or the Issuers mentioned
      herein shall be sufficiently evidenced by a Company Request or Company
      Order thereof, and any resolution of any Person's board of directors shall
      be sufficiently evidenced if certified by an Officer of such Person as
      having been duly adopted and being in full force and effect on the date of
      such certificate;

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

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

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

            (6) the Trustee shall not be bound to make any investigation into
      the facts or matters stated in any resolution, certificate, statement,
      instrument, opinion, report, notice, request, direction, consent, order,
      bond, note, other evidence of indebtedness or other paper or document; and

            (7) the Trustee may execute any of the trusts or powers hereunder or
      perform any duties hereunder either directly or by or through agents or
      attorneys.

            Section 7.04. Not Responsible for Recitals or Issuance of Notes. The
recitals contained herein and in the Notes, except the Trustee's certificates of
authentication, shall be taken as the statements of the Company and/or the
Issuers, and as applicable, neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Notes, except that the Trustee represents that it has the power and authority to
execute and deliver this Indenture, authenticate the Notes and perform its
obligations hereunder, that this Indenture is the valid and binding obligation
of the Trustee and that the state-

                                      -70-
<PAGE>

ments made by it in a Statement of Eligibility and Qualification on Form T-1
supplied to the Issuers and any other obligor upon the Notes in connection with
the registration of any Notes and any Note Guarantees issued hereunder are and
will be true and accurate subject to the qualifications set forth therein.
Neither the Trustee nor any Authenticating Agent shall be accountable for the
use or application by the Company or the Issuers of Notes or the proceeds
thereof.

            Section 7.05. May Hold Notes. The Trustee, any Authenticating Agent,
any Paying Agent, any Note Registrar or any other agent of the Issuers, in its
individual or any other capacity, may become the owner or pledgee of Notes and,
subject to Section 7.08 and Section 7.13, may otherwise deal with an Issuer or
its Affiliates with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Note Registrar or such other agent.

            Section 7.06. Money Held in Trust. Money held by the Trustee in
trust hereunder need not be segregated from other funds except to the extent
required by law. The Trustee shall be under no liability for interest on any
money received by it hereunder except as otherwise agreed in writing with the
Issuers.

            Section 7.07. Compensation and Reimbursement. Each Issuer severally
agrees,

            (1) to pay to the Trustee from time to time such Issuer's Several
      Share of reasonable compensation for all services rendered by the Trustee
      hereunder (which compensation shall not be limited by any provision of law
      in regard to the compensation of a trustee of an express trust);

            (2) except as otherwise expressly provided herein, to reimburse the
      Trustee upon its request for such Issuer's Several Share of all reasonable
      out-of-pocket expenses incurred by the Trustee in accordance with any
      provision of this Indenture (including the reasonable compensation and the
      reasonable expenses and disbursements of its agents and counsel), except
      any such expense, disbursement or advance as may be attributable to its
      negligence willful misconduct or bad faith; and

            (3) to indemnify the Trustee for, and to hold it harmless against,
      such Issuer's Several Share of any loss, liability or expense incurred
      without negligence or willful misconduct bad faith on the Trustee's part,
      arising out of or in connection with the administration of the trust or
      trusts hereunder, including the costs and expenses of defending itself
      against any claim or liability in connection with the exercise or
      performance of any of its powers or duties hereunder.

An Issuer need not pay for any settlement made without its consent.

            Section 7.08. Conflicting Interests. If the Trustee has or shall
acquire a conflicting interest within the meaning of the TIA, the Trustee shall
either eliminate such interest or resign, to the extent and in the manner
provided by, and subject to the provisions of, the TIA and this Indenture. To
the extent permitted by the TIA, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a trustee under this Indenture with
respect to Original Notes and Additional Notes, or a trustee under any other
indenture between or among the Company, the Issuers or any of their Affiliates
and the Trustee.

            Section 7.09. Corporate Trustee Required; Eligibility. There shall
at all times be one (and only one) Trustee hereunder. The Trustee shall be a
Person that is eligible pursuant to the TIA to act as such and has a combined
capital and surplus of at least $50,000,000. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this Section
and to the extent permitted by the TIA, the combined capi-

                                      -71-
<PAGE>

tal and surplus of such Person shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 7.09, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article.

            Section 7.10. Resignation and Removal; Appointment of Surviving
Person. No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 7.11. Any such resignation or removal
pursuant to this Section 7.10 and appointment of a successor pursuant to Section
7.11 shall be deemed to constitute the simultaneous resignation and replacement
of the Trustee in its capacity as Second Priority Collateral Agent (as defined
in the Pledge and Guarantee Agreement) pursuant to Section 29 of the Pledge and
Guarantee Agreement.

            The Trustee may resign at any time by giving written notice thereof
to the Issuers. If the instrument of acceptance by a successor Trustee required
by Section 7.11 shall not have been delivered to the Trustee within 30 days
after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

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

            If at any time:

            (1) the Trustee shall fail to comply with Section 7.08 after written
      request therefor by the Issuers or by any Holder who has been a bona fide
      Holder of a Note for at least six months, or

            (2) the Trustee shall cease to be eligible under Section 7.09 and
      shall fail to resign after written request therefor by the Issuers or by
      any such Holder, or

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

then, in any such case, (A) the Issuers may remove the Trustee, or (B) subject
to Section 6.14, any Holder who has been a bona fide Holder of a Note for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee or Trustees.

            If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Issuers shall promptly appoint a successor Trustee and shall comply with the
applicable requirements of Section 7.11. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee shall be appointed by Act of the Holders of a majority in
principal amount of the Outstanding Notes delivered to the Issuers and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements of
Section 7.11, become the successor Trustee and to that extent supersede the
successor Trustee appointed by the Issuers. If no successor Trustee shall have
been so appointed by the Issuers or the Holders and accepted appointment in the
manner required by Section 7.11, then, subject to Section 6.14, any Holder who
has been a bona fide Holder of a Note for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee.

                                      -72-
<PAGE>

            The Company shall give notice of each resignation and each removal
of the Trustee and each appointment of a successor Trustee to all Holders in the
manner provided in Section 1.10. Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.

            Section 7.11. Acceptance of Appointment by Surviving Person. In case
of the appointment hereunder of a successor Trustee, every such successor
Trustee so appointed shall execute, acknowledge and deliver to the Issuers and
to the retiring Trustee an instrument accepting such appointment, and thereupon
the resignation or removal of the retiring Trustee shall become effective and
such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee; but, on the request of the Issuers or the successor Trustee, such
retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee
hereunder.

            Upon request of any such successor Trustee, the Issuers shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to above.

            No successor Trustee shall accept its appointment unless at the time
of such acceptance such successor Trustee shall be qualified and eligible under
this Article 7.

            Section 7.12. Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article 7,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Notes shall have been authenticated, but
not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Notes so authenticated with the same effect as if
such successor Trustee had itself authenticated such Notes.

            Section 7.13. Preferential Collection of Claims Against Issuers. If
and when the Trustee shall be or become a creditor of the Issuers (or any other
obligor upon the Notes), the Trustee shall be subject to the provisions of the
TIA regarding the collection of claims against the Issuers (or any such other
obligor).

            Section 7.14. Appointment of Authenticating Agent. The Trustee may
appoint an Authenticating Agent acceptable to the Company to authenticate the
Notes. Any such appointment shall be evidenced by an instrument in writing
signed by a Trust Officer, a copy of which instrument shall be promptly
furnished to the Company. Unless limited by the terms of such appointment, an
Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each
reference in this Indenture to authentication (or execution of a certificate of
authentication) by the Trustee includes authentication (or execution of a
certificate of authentication) by such Authenticating Agent. An Authenticating
Agent has the same rights as any Registrar, Paying Agent or agent for service of
notices and demands.

            Section 7.15. Withholding Taxes. Notwithstanding any other provision
of this Indenture, the Trustee, as agent for the Issuers and the Note
Guarantors, shall exclude and withhold from each payment of principal and
interest and other amounts due hereunder or under the Notes or the Note
Guarantees any and all withholding taxes applicable thereto as required by law.
The Trustee agrees to act as such withholding agent and, in connection
therewith, whenever any present or future taxes or similar

                                      -73-
<PAGE>

charges are required to be withheld with respect to any amounts payable in
respect of the Notes or the Note Guarantees, to withhold such amounts and timely
pay the same to the appropriate authority in the name of and on behalf of the
Holders, that it will furnish to the Holders such forms or certificates as are
necessary or appropriate to provide the certification, identification,
information or documentation described in Section 4.04 (iii), that it will file
any necessary withholding tax returns or statements when due, and that, as
promptly as possible after the payment thereof, it will deliver to each Holder
appropriate documentation showing the payment thereof, together with such
additional documentary evidence as such Holders may reasonably request from time
to time.

                                   ARTICLE 8

                          HOLDERS' LISTS AND REPORTS BY
                               TRUSTEE AND ISSUERS

            Section 8.01. Issuers To Furnish Trustee Names and Addresses of
Holders. Upon the written request of the Trustee, the Issuers will furnish or
cause to be furnished

            (1) semiannually, not more than 10 days after each Regular Record
      Date, a list, in such form as the Trustee may reasonably require, of the
      names and addresses of the Holders as of such Regular Record Date, and

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

provided, however, that if and so long as the Trustee shall be the Note
Registrar, no such list need be furnished pursuant to this Section 8.01.

            Section 8.02. Preservation of Information; Communications to
Holders. The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list, if any, furnished to the Trustee as provided in Section 8.01 and the names
and addresses of Holders received by the Trustee in its capacity as Note
Registrar; provided, however, that if and so long as the Trustee shall be the
Note Registrar, the Note Register shall satisfy the requirements relating to
such list. None of the Company, the Issuers or the Trustee or any other Person
shall be under any responsibility with regard to the accuracy of such list. The
Trustee may destroy any list furnished to it as provided in Section 8.01 upon
receipt of a new list so furnished.

            The rights of Holders to communicate with other Holders with respect
to their rights under this Indenture or under the Notes, and the corresponding
rights and privileges of the Trustee, shall be as provided by the TIA.

            Every Holder of Notes, by receiving and holding the same, agrees
with the Issuers and the Trustee that neither the Issuers nor the Trustee nor
any agent of either of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant to
the TIA.

            Section 8.03. Reports by Trustee. Within 60 days after each April 1
beginning with April 1, 2005, the Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the TIA at the times and in the manner provided pursuant thereto. A
copy of each such report shall, at the time of such transmission to Holders, be
mailed to

                                      -74-
<PAGE>

the Issuers and filed by the Trustee with each stock exchange upon which any
Notes are listed, with the SEC. The Issuers will notify the Trustee when any
Notes are listed on any stock exchange.

                                   ARTICLE 9

                         AMENDMENT, SUPPLEMENT OR WAIVER

            Section 9.01. Without Consent of Holders. Without the consent of the
Holders of any Notes, the Company, the Issuers and the Trustee may amend or
supplement this Indenture, the Notes or the Pledge and Guarantee Agreement, for
any of the following purposes:

            (1) to cure any ambiguity, omission, defect or inconsistency,

            (2) to provide for the assumption by a Surviving Person of the
      obligations of the Company or an Issuer under this Indenture, the Notes
      and the Pledge and Guarantee Agreement, as applicable,

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

            (4) to add Guarantees with respect to the Notes, to secure the
      Notes, to confirm and evidence the release, termination or discharge of
      any Guarantee or Lien with respect to or securing the Notes when such
      release, termination or discharge is provided for under this Indenture or
      the Pledge and Guarantee Agreement,

            (5) to add to the covenants of the Company (with respect to the
      Pledge and Guarantee Agreement) or the Issuers for the benefit of the
      Holders or to surrender any right or power conferred upon the Company
      (with respect to the Pledge and Guarantee Agreement) or the Issuers,

            (6) to make any change that does not adversely affect the rights of
      any Holder under the Notes, the Pledge and Guarantee Agreement, or this
      Indenture,

            (7) to provide for or confirm the issuance of Additional Notes; or

            (8) to comply with any requirement of the SEC in connection with the
      qualification of this Indenture or the Pledge and Guarantee Agreement
      under the TIA.

            Section 9.02. With Consent of Holders. Subject to Section 6.08, the
Company, the Issuers and the Trustee may amend or supplement this Indenture, the
Notes or the Pledge and Guarantee Agreement with the written consent of the
Holders of not less than a majority in aggregate principal amount of the
Outstanding Notes (including consents obtained in connection with a tender offer
or exchange offer for Notes), and the Holders of not less than a majority in
aggregate principal amount of the Outstanding Notes by written notice to the
Trustee (including consents obtained in connection with a tender offer or
exchange offer for Notes) may waive any existing Default or Event of Default
(except a default in the payment of principal, premium or interest and certain
covenants and provisions of this Indenture that cannot be amended without the
consent of each holder of an outstanding Note) or compliance by the Company or
either Issuer with any provision of this Indenture, the Notes, any Note
Guarantee or the Pledge and Guarantee Agreement.

                                      -75-
<PAGE>

            Notwithstanding the provisions of this Section 9.02, without the
consent of each Holder of an Outstanding Note, an amendment or waiver, including
a waiver pursuant to Section 6.13, may not:

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

            (ii) reduce the rate of or extend the time for payment of interest
      on any Note;

            (iii) reduce the principal or extend the Stated Maturity of any
      Note;

            (iv) reduce the premium payable upon the redemption of any Note or
      change the date on which any Note may be redeemed as described in Section
      10.01;

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

            (vi) release any security interest, including pursuant to the Pledge
      and Guarantee Agreement, that may have been granted in favor of the
      Holders other than pursuant to the terms of such security interest;

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

            (viii) reduce the premium payable upon a Change of Control or, at
      any time after a Change of Control has occurred, change the time at which
      the Change of Control Offer relating thereto must be made or at which the
      Notes must be repurchased pursuant to such Change of Control Offer;

            (ix) at any time after the Issuers are obligated to make a
      Prepayment Offer with the Excess Proceeds from Asset Sales, change the
      time at which such Prepayment Offer must be made or at which the Notes
      must be repurchased pursuant thereto;

            (x) make any change with respect to the ranking of the Notes or any
      Note Guarantee relative to any other Indebtedness or other obligations of
      the Issuers or any Note Guarantor, as the case may be; or

            (xi) make any change in the amendment or waiver provisions described
      in this Section 9.02.

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

            After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Issuers shall mail to the Holders of each Note at such
Holders' address appearing in the Notes Register, 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 supplemental indenture or the effectiveness of any such
amendment, supplement or waiver.

            Section 9.03. Execution of Amendments, Supplements or Waivers. The
Trustee shall sign any amendment, supplement or waiver authorized pursuant to
this Article 9 if the amendment, sup-

                                      -76-
<PAGE>

plement or waiver does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. If it does, the Trustee may, but need not, sign it.
In signing or refusing to sign such amendment, supplement or waiver, the Trustee
shall be entitled to receive, and shall be fully protected in relying upon, an
Officer's Certificate and an Opinion of Counsel to the effect that, and in the
form typically used by the applicable counsel, (i) the execution of such amended
or supplemental indenture is authorized or permitted by this Indenture, (ii) no
Event of Default shall occur as a result of the execution of such Officers'
Certificate or the delivery of such Opinion of Counsel and (iii) the amended or
supplemental indenture complies with the terms of this Indenture.

            Section 9.04. Revocation and Effect of Consents. Until an amendment,
supplement or waiver becomes effective, a consent to it by a Holder is a
continuing consent by the Holder and every subsequent Holder of that Note or any
Note that evidences all or any part of the same debt as the consenting Holder's
Note, even if notation of the consent is not made on any Note. The Issuers may,
but shall not be obligated to, fix a record date for the purpose of determining
the Holders entitled to consent to any amendment, supplement or waiver as set
forth in Section 1.08.

            Section 9.05. Conformity with TIA. Every amendment or supplemental
indenture executed pursuant to this Article shall conform to the applicable
requirements of the TIA as then in effect.

            Section 9.06. Notation on or Exchange of Notes. If an amendment,
supplement or waiver changes the terms of a Note, the Trustee shall (if required
by the Issuers and in accordance with the specific direction of the Issuers)
request the Holder of the Note to deliver it to the Trustee and the Trustee
shall (if required by the Issuers and in accordance with the specific direction
of the Issuers) place an appropriate notation on the Note about the changed
terms and return it to the Holder. Alternatively, if the Issuers or the Trustee
so determines, the Issuers in exchange for the Note shall issue and the Trustee
shall authenticate a new Note that reflects the changed terms. Notwithstanding
the foregoing, failure to make the appropriate notation or issue a new Note
shall not affect the validity and effect of such amendment, supplement or
waiver.

                                   ARTICLE 10

                               REDEMPTION OF NOTES

            Section 10.01. Right of Redemption. (a) Except as otherwise set
forth in this Section 10.01, the Notes will not be redeemable at the option of
the Issuers prior to April 1, 2008. Thereafter, the Notes will be redeemable, at
the Issuers' option, in whole or in part, and from time to time on and after
April 1, 2008 and prior to their Stated Maturity. Such redemption may be made
upon notice mailed by first-class mail to each Holder's registered address, not
less than 30 nor more than 60 days prior to and including the Redemption Date.
Any such redemption and notice may, in the Issuers' discretion, be subject to
the satisfaction of one or more conditions precedent. The Notes will be so
redeemable at the following Redemption Prices (expressed as a percentage of
principal amount), plus accrued interest, if any, to and including the
Redemption Date (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant Interest Payment Date), if
redeemed during the 12-month period commencing on April 1 of the years set forth
below:

<TABLE>
<CAPTION>
                                                                    REDEMPTION
PERIOD                                                                PRICE
------                                                              ----------
<S>                                                                 <C>
2008.............................................................      104.875%
2009.............................................................      102.438%
2010 and thereafter..............................................      100.000%
</TABLE>

                                      -77-
<PAGE>

            (b) In addition, at any time and from time to time prior to April 1,
2007, the Issuers at their option may concurrently redeem the Notes (and any
Additional Notes) in an aggregate principal amount equal to up to 35% of the
original aggregate principal amount of the Notes (plus the principal amount of
any Additional Notes), with funds in an aggregate amount not exceeding the
aggregate cash proceeds of one or more Equity Offerings, at a Redemption Price
(expressed as a percentage of principal amount thereof) of 109.750% plus accrued
interest, if any, to and including the Redemption Date (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date); provided, however, that an aggregate principal
amount of the Notes equal to at least 65% of the original aggregate principal
amount of the Notes (plus the principal amount of any Additional Notes) must
remain outstanding after each such redemption.

            "Equity Offering" means a sale of Capital Stock (x) that is a sale
of Capital Stock (other than Disqualified Stock) of the Company or a Parent
entity thereof, and (y) proceeds of which in an amount equal to or exceeding the
redemption amount are contributed as Capital Stock (other than Disqualified
Stock) to the Issuers or any of their Restricted Subsidiaries. The Issuers may
make such redemption upon notice mailed by first-class mail to each Holder's
registered address, not less than 30 nor more than 60 days prior to the
redemption date (but in no event more than 180 days after the completion of the
related Equity Offering). Any such notice may be given prior to the completion
of the related Equity Offering, and any such redemption or notice may, at the
Issuers' discretion, be subject to the satisfaction of one or more conditions
precedent, including but not limited to the completion of the related Equity
Offering.

            (c) The Notes (and any Additional Notes) will be redeemable, at the
Issuers' option, in whole, but not in part, at any time during the first 540
days following their original date of issuance with all or a portion of the
proceeds of a Qualified IDS Offering. Such redemption may be made upon notice
mailed by first-class mail to each Holder's registered address, not less than 30
nor more than 60 days prior to the Redemption Date. Any such redemption and
notice may, in the Issuers' discretion, be subject to the satisfaction of one or
more conditions precedent including, without limitation, the successful
completion of the Qualified IDS Offering on terms and conditions acceptable to
the Company. The Notes will be so redeemable at the following Redemption Prices
(expressed as a percentage of principal amount), plus accrued interest, if any,
to and including the Redemption Date (subject to the right of Holders of record
on the relevant record date to receive interest due on the relevant interest
payment date), if redeemed during the periods set forth below (expressed as days
following the date of original issuance of the Notes):

<TABLE>
<CAPTION>

                                                                  REDEMPTION
PERIOD                                                              PRICE
------                                                            ----------
<S>                                                               <C>
Day 1 through Day 360..........................................      107.313%
Day 361 through Day 540........................................      109.750%
</TABLE>

            "Qualified IDS Offering" means a bona fide offering in the United
States of units consisting of common stock and notes of the Company or a Parent
entity thereof, the proceeds of which are contributed to the Issuers in such
amount as is sufficient to redeem the Notes at the applicable Redemption Price
on the date of redemption.

            (d) Redemptions of Notes will not necessarily be required to be pro
rata between the Issuers. In addition, in connection with any partial redemption
of Notes, the notice of redemption will advise Holders, among other things, of
the several amounts of the CCI Illinois Portion and the CCI Texas Portion to be
redeemed.

                                      -78-
<PAGE>

            Section 10.02. Applicability of Article. Redemption of Notes as
permitted by Section 10.01 shall be made in accordance with this Article 10.

            Section 10.03. Election To Redeem; Notice to Trustee. In case of any
redemption at the election of the Issuers of less than all of the Notes, the
Issuers shall, at least 30 days prior to the Redemption Date initially fixed by
the Issuers (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date and of the principal amount of Notes
to be redeemed.

            Section 10.04. Selection by Trustee of Notes To Be Redeemed. In the
case of any partial redemption, selection of the Notes for redemption will be
made by the Trustee on a pro rata basis, by lot or by such other method as the
Trustee in its sole discretion shall deem to be fair and appropriate, although
no Note of $1,000 in original principal amount or less will be redeemed in part.
If Notes are to be redeemed in part only, the notice of redemption relating to
such Note shall state the portion of the principal amount thereof to be
redeemed. A new Note in principal amount equal to the unredeemed portion thereof
will be issued in the name of the Holder thereof upon cancellation of the
applicable Note. In the event of any partial redemption, the liability of each
Issuer for each Note that remains outstanding shall continue in the same
proportion as the relative proportions of the CCI Illinois Portion and the CCI
Texas Portion, respectively.

            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 thereof to be redeemed. On and after the
Redemption Date, interest will cease to accrue on Notes or portions thereof
called for redemption.

            For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Notes shall relate, in
the case of any Note redeemed or to be redeemed only in part, to the portion of
the principal of such Note that has been or is to be redeemed.

            Section 10.05. Notice of Redemption. Notice of redemption or
purchase as provided in Section 10.01 shall be given by first-class mail,
postage prepaid, mailed not less than 30 nor more than 60 days prior to the
Redemption Date, to each Holder of Notes to be redeemed, at such Holder's
address appearing in the Note Register.

            Any such notice shall state:

            (1) the expected Redemption Date,

            (2) the Redemption Price,

            (3) if less than all Outstanding Notes are to be redeemed, the
      identification (and, in the case of partial redemption, the respective
      principal amounts) of the Notes to be redeemed,

            (4) that on the Redemption Date the Redemption Price will become due
      and payable upon each such Note, and that, unless the Issuers default in
      making such redemption payment or the Paying Agent is prohibited from
      making such payment pursuant to the terms of this Indenture, interest
      thereon shall cease to accrue from and after said date,

            (5) the place where such Notes are to be surrendered for payment of
      the Redemption Price, and

                                      -79-
<PAGE>

            (6) in connection with any partial redemption of Notes, the notice
      of redemption will advise Holders, among other things, of the several
      amounts of the CCI Illinois Portion and the CCI Texas Portion to be
      redeemed;

provided, however, that the Issuers shall have delivered to the Trustee at least
45 days (unless a shorter period is acceptable to the Trustee) prior to the
proposed 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 this Section.

            In addition, if such redemption, purchase or notice is subject to
satisfaction of one or more conditions precedent, as permitted by Section 10.01,
such notice shall describe each such condition, and if applicable, shall state
that, in the Issuers' discretion, the Redemption Date may be delayed until such
time as any or all such conditions shall be satisfied, or such redemption or
purchase may not occur and such notice may be rescinded in the event that any or
all such conditions shall not have been satisfied by the Redemption Date, or by
the Redemption Date as so delayed.

            Notice of such redemption or purchase of Notes to be so redeemed or
purchased at the election of the Issuers shall be given by the Issuers or, at
the Issuers' request, by the Trustee in the name and at the several expense of
the Issuers.

            The notice if mailed in the manner herein provided shall be
conclusively presumed to have been given, whether or not the Holder receives
such notice. In any case, failure to give such notice by mail or any defect in
the notice to the Holder of any Note designated for redemption as a whole or in
part shall not affect the validity of the proceedings for the redemption of any
other Note.

            Section 10.06. Deposit of Redemption Price. On or prior to any
Redemption Date, the Issuers shall deposit with the Trustee or with a Paying
Agent (or, if either Issuer is acting as its own Paying Agent, such Issuer shall
segregate and hold in trust as provided in Section 4.03) an amount of money
sufficient to pay the Redemption Price of, and any accrued and unpaid interest
on, all the Notes or portions thereof which are to be redeemed on that date.

            Section 10.07. Notes Payable on Redemption Date. Notice of
redemption having been given as provided in this Article 10, the Notes so to be
redeemed shall, on the Redemption Date, become due and payable at the Redemption
Price herein specified and from and after such date (unless either of the
Issuers shall default in the payment of the Redemption Price or the Paying Agent
is prohibited from paying the Redemption Price pursuant to the terms of this
Indenture) such Notes shall cease to bear interest. Upon surrender of such Notes
for redemption in accordance with such notice, such Notes shall be paid by the
Issuers at the Redemption Price. Installments of interest whose Interest Payment
Date is on or prior to the Redemption Date shall be payable to the Holders of
such Notes registered as such on the relevant Regular Record Dates according to
their terms and the provisions of Section 3.07.

            On and after any Redemption Date, if money sufficient to pay the
Redemption Price of and any accrued and unpaid interest on Notes called for
redemption shall have been made available in accordance with Section 10.06, the
Notes (or the portions thereof) called for redemption will cease to accrue
interest and the only right of the Holders of such Notes (or portions thereof)
will be to receive payment of the Redemption Price of and, subject to the last
sentence of the preceding paragraph, any accrued and unpaid interest on such
Notes (or portions thereof) to the Redemption Date. If any Note (or portion
thereof) called for redemption shall not be so paid upon surrender thereof for
redemption, the principal (and premium, if any) shall, until paid, bear interest
from the Redemption Date at the rate borne by the Note (or portion thereof).

                                      -80-
<PAGE>

            Section 10.08. Notes Redeemed in Part. Any Note that is to be
redeemed only in part shall be surrendered at the Place of Payment (with, if the
Issuers or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Issuers and the Trustee duly executed
by, the Holder thereof or his attorney duly authorized in writing) and the
Issuers shall execute and the Trustee shall authenticate and deliver to the
Holder of such Note without service charge, a new Note or Notes, of any
authorized denomination as requested by such Holder in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Note so surrendered.

            In the event of any partial redemption (other than a
disproportionate redemption as provided for under Section 10.01(d)), the several
obligation of each Issuer for each Note that remains outstanding shall continue
in the same proportion as the relative proportions of the CCI Illinois Portion
and the CCI Texas Portion, respectively.

                                   ARTICLE 11

                           SATISFACTION AND DISCHARGE

            Section 11.01. Satisfaction and Discharge of Indenture. This
Indenture shall be discharged and shall cease to be of further effect (except as
to any surviving rights of registration of transfer or exchange of Notes herein
expressly provided for in this Indenture), and the Trustee, on demand of and at
the several expense of the Issuers, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when

            (1) either

                (A) all Outstanding Notes theretofore authenticated and
            delivered (other than (i) Notes that have been destroyed, lost or
            stolen which have been replaced or paid as provided in Section 3.06,
            and (ii) Notes for whose payment money has theretofore been
            deposited in trust or segregated and held in trust by the Issuers
            and thereafter repaid to the Issuers or discharged from such trust,
            as provided in Section 4.03) have been delivered to the Trustee
            cancelled or for cancellation; or

                (B) all such Notes not theretofore delivered to the Trustee
            cancelled or for cancellation

                    (i) have become due and payable, or

                    (ii) will become due and payable at their Stated Maturity
                within one year, or

                    (iii) are to be called for redemption within one year under
                arrangements reasonably satisfactory to the Trustee for the
                giving of notice of redemption by the Trustee in the name, and
                at the several expense, of the Issuers,

            (2) the Issuers have irrevocably deposited or caused to be deposited
      with the Trustee an amount in United States dollars, U.S. Government
      Obligations, or a combination thereof, sufficient to pay and discharge the
      entire Indebtedness on such Notes not theretofore delivered to the Trustee
      cancelled or for cancellation, for principal (and premium, if any) and
      interest to the date of such deposit (in the case of Notes that have
      become due and payable), or to the Stated Maturity or Redemption Date, as
      the case may be;

                                      -81-
<PAGE>

            (3) the Issuers have paid or caused to be paid all other sums then
      payable hereunder; and

            (4) the Issuers have delivered to the Trustee an Officer's
      Certificate and an Opinion of Counsel, each to the effect that all
      conditions precedent provided for in this Section 11.01 relating to the
      satisfaction and discharge of this Indenture have been complied with,
      provided that any such counsel may rely on any Officer's Certificate as to
      matters of fact (including as to compliance with the foregoing clauses
      (1), (2) and (3)).

            Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of each Issuer to the Trustee under Section 7.07 and, if money
shall have been deposited with the Trustee pursuant to clause (2) of this
Section 11.01, the obligations of the Trustee under Section 11.02, shall
survive.

            Section 11.02. Application of Trust Money. Subject to the provisions
of the last paragraph of Section 4.03, all money deposited with the Trustee
pursuant to Section 11.01 shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including either Issuer acting as
its own Paying Agent) as the Trustee may determine, to the Persons entitled
thereto, of the principal (and premium, if any) and interest on the Notes; but
such money need not be segregated from other funds except to the extent required
by law.

                                   ARTICLE 12

                        DEFEASANCE OR COVENANT DEFEASANCE

            Section 12.01. The Issuers' Option To Effect Defeasance or Covenant
Defeasance. The Issuers may, concurrently and only concurrently, severally
terminate all of the respective obligations of the Company and the Issuers with
respect to outstanding Notes and to have terminated the obligations of any or
all Note Guarantors, with respect to the Note Guarantees, in each case, as set
forth in this Article 12, and elect to have either Section 12.02 or Section
12.03 applied to all of the Outstanding Notes (the "Defeased Notes"), upon
compliance with the conditions set forth below in Section 12.04. Either Section
12.02 or Section 12.03 may be applied to the Defeased Notes to any Redemption
Date or the Stated Maturity of the Notes. Either option may be exercised to any
Redemption Date or to the Stated Maturity of the Notes.

            Section 12.02. Defeasance and Discharge. Upon the Issuers' exercise
under Section 12.01 of the option applicable to this Section 12.02, the Issuers
and any Note Guarantors shall be deemed to have been released and discharged
from their several obligations with respect to the Defeased Notes on the date
the relevant conditions set forth in Section 12.04 below are satisfied
(hereinafter, "Defeasance"). For this purpose, such Defeasance means that the
Issuers shall be deemed to have paid and discharged their respective Several
Shares of the entire indebtedness represented by the Defeased Notes, which shall
thereafter be deemed to be Outstanding only for the purposes of Section 12.05
and the other Sections of this Indenture referred to in clauses (a) and (b)
below, and the Issuers and each of the Note Guarantors shall be deemed to have
satisfied all other obligations under such Notes, the Pledge and Guarantee
Agreement and this Indenture insofar as such Notes are concerned (and the
Trustee, on the demand and at the several 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 Defeased Notes to receive, solely from the trust fund
described in Section 12.04 and as more fully set forth in such Section, payments
in respect of the principal of and premium, if any, and interest on such Notes
when such payments are due, (b) the Issuers' obligations with respect to such
Defeased Notes under Sections 3.04, 3.05, 3.06, 4.02 and 4.03, (c) the rights,
powers, trusts, duties and im-

                                      -82-
<PAGE>

munities of the Trustee hereunder, including the Trustee's rights under Section
7.07, and (d) this Article 12. Subject to compliance with this Article 12, the
Issuers may, at their option and at any time, exercise their option under this
Section 12.02 notwithstanding the prior exercise of their option under Section
12.03 with respect to the Notes.

            Section 12.03. Covenant Defeasance. Upon the Issuers' exercise under
Section 12.01 of the option applicable to this Section 12.03, (a) the Issuers
and the Note Guarantors shall be released from their respective obligations
under any covenant or provision contained in Section 4.04 and 4.05 and Sections
4.07 through 4.17 and the provisions of clauses (e) and (f) of Section 5.01
shall not apply, and (b) the occurrence of any event specified in clause (3)
(with respect to clauses (e) and (f) of Section 5.01), (4) through (6) (with
respect to Section 4.04 and 4.05, Sections 4.07 through 4.17, inclusive, and any
such covenants provided pursuant to Section 9.01(5)), inclusive, (7), (8) or (9)
(with respect to Subsidiaries) or (10) of Section 6.01 shall be deemed not to be
or result in an Event of Default, in each case with respect to the Defeased
Notes on and after the date the conditions set forth below are satisfied
(hereinafter, "Covenant Defeasance"), and the Notes shall thereafter be deemed
not to be Outstanding for the purposes of any direction, waiver, consent or
declaration or Act of Holders (and the consequences of any thereof) in
connection with such covenants or provisions, but shall continue to be deemed
Outstanding for all other purposes hereunder. For this purpose, such Covenant
Defeasance means that, with respect to the Outstanding Notes, the Company and
the Issuers may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such covenant or provision,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or provision or by reason of any reference in any such
covenant or provision 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 Outstanding Notes shall be unaffected thereby.

            Section 12.04. Conditions to Defeasance or Covenant Defeasance. The
following shall be the conditions to application of either Section 12.02 or
Section 12.03 to the Outstanding Notes:

            (1) The Issuers shall have irrevocably deposited or caused to be
      deposited with the Trustee in trust for the benefit of the Holders, cash
      in United States dollars, U.S. Government Obligations or a combination
      thereof, to pay and discharge the principal of and premium, if any, and
      interest on the Defeased Notes on the Stated Maturity or relevant
      Redemption Date in accordance with the terms of this Indenture and the
      Notes;

            (2) The Issuers shall have delivered to the Trustee a certificate
      from a nationally recognized firm of independent certified public
      accountants expressing their opinion that the payments of principal and
      interest when due and without reinvestment of the deposited U.S.
      Government Obligations plus any deposited money without investment will
      provide cash at such times and in such amounts as will be sufficient to
      pay principal and interest when due on all the Notes to maturity or
      redemption, as the case may be;

            (3) No Default or Event of Default shall have occurred and be
      continuing on the date of such deposit or, insofar as Section 6.01(9) is
      concerned, at any time during the period ending on the ninety-first day
      after the date of such deposit;

            (4) Such deposit shall not result in a breach or violation of, or
      constitute a Default or Event of Default under, any other agreement or
      instrument to which either Issuer is a party or by which it is bound;

                                      -83-
<PAGE>

            (5) In the case of an election under Section 12.02, the Issuers
      shall have delivered to the Trustee an Opinion of Counsel or other counsel
      in the United States to the effect that (x) the Issuers have received
      from, or there has been published by, the Internal Revenue Service a
      ruling or (y) 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 shall confirm that, the Holders of the
      Outstanding Notes will not recognize income, gain or loss for Federal
      income tax purposes as a result of such Defeasance and will be subject to
      Federal income tax on the same amounts, in the same manner and at the same
      times as would have been the case if such Defeasance had not occurred;

            (6) In the case of an election under Section 12.03, the Issuers
      shall have delivered to the Trustee an Opinion of Counsel or other counsel
      in the United States to the effect that the Holders of the Outstanding
      Notes will not recognize income, gain or loss for Federal income tax
      purposes as a result of such Covenant Defeasance and will be subject to
      Federal income tax on the same amounts, in the same manner and at the same
      times as would have been the case if such Covenant Defeasance had not
      occurred; and

            (7) The Issuers shall have delivered to the Trustee an Officer's
      Certificate and an Opinion of Counsel, each to the effect that all
      conditions precedent provided for in this Section 12.04 relating to either
      the Defeasance under Section 12.02 or the Covenant Defeasance under
      Section 12.03, as the case may be, have been complied with. In rendering
      such Opinion of Counsel, counsel may rely on any Officer's Certificate as
      to compliance with the foregoing clauses (1), (2), (3) and (4) of this
      Section 12.04 or as to any matters of fact.

            Section 12.05. Deposited Money and U.S. Government Obligations To Be
Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the
last paragraph of Section 4.03, all money and U.S. Government Obligations
(including the proceeds thereof) deposited with the Trustee (or such other
Person that would qualify to act as successor trustee under Article 7,
collectively and solely for purposes of this Section 12.05, Section 14.12 and
Section 15.12) pursuant to Section 12.04 in respect of the Defeased Notes shall
be held in trust and applied by the Trustee, in accordance with the provisions
of such Notes and this Indenture, to the payment, either directly or through any
Paying Agent (including either Issuer acting as its own 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, if any, and interest, but
such money need not be segregated from other funds except to the extent required
by law.

            The Issuers shall pay and indemnify the Trustee and its agents and
hold them harmless against any tax, fee or other charge imposed on or assessed
against the U.S. Government Obligations deposited pursuant to Section 12.04 or
the principal, premium, if any, and interest received in respect thereof, other
than any such tax, fee or other charge that by law is for the account of the
Holders of the Defeased Notes.

            Anything in this Article 12 to the contrary notwithstanding, the
Trustee shall deliver to the Company from time to time upon Company Request any
money or U.S. Government Obligations held by it as provided in Section 12.04
hereof that, in the opinion of a nationally recognized accounting or investment
banking firm expressed in a written certification thereof to the Trustee, are in
excess of the amount thereof that would then be required to be deposited to
effect an equivalent Defeasance or Covenant Defeasance. Subject to Article 7,
the Trustee shall not incur any liability to any Person by relying on such
opinion.

            Section 12.06. Reinstatement. If the Trustee or Paying Agent is
unable to apply any money or U.S. Government Obligations in accordance with
Section 12.02 or 12.03, as the case may be,

                                      -84-
<PAGE>

by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
several obligations of the Issuers and each of the Note Guarantors under this
Indenture, the Notes and the Note Guarantees shall be revived and reinstated as
though no deposit had occurred pursuant to Section 12.02 or 12.03, as the case
may be, until such time as the Trustee or Paying Agent is permitted to apply all
such money and U.S. Government Obligations in accordance with Section 12.02 or
12.03, as the case may be; provided, however, that if either Issuer or any Note
Guarantor makes any payment of principal, premium, if any, or interest on any
Note following the reinstatement of its obligations, such Issuer or Note
Guarantor, as the case may be, shall be subrogated to the rights of the Holders
of such Notes to receive such payment from the money and U.S. Government
Obligations held by the Trustee or Paying Agent.

            Section 12.07. Repayment to Issuers. The Trustee shall pay to the
Issuers upon Company Request any money held by it for the payment of principal
or interest that remains unclaimed for two years. After payment to the Issuers,
Holders entitled to money must look to the Issuers for payment as general
creditors unless an applicable abandoned property law designates another Person
and all liability of the Trustee or Paying Agent with respect to such money
shall thereupon cease.

                                   ARTICLE 13

                         NOTE GUARANTEES OF THE ISSUERS

            Section 13.01. Guarantees of the Issuers Generally.

            (a) Guarantee of Each Issuer. CCI Illinois hereby fully and
unconditionally Guarantees, on a senior unsecured basis, the punctual payment
when due, whether at Stated Maturity, by acceleration or otherwise, of all
monetary obligations of CCI Texas under this Indenture and the Notes, whether
for principal of or interest on the Notes, expenses, indemnification or
otherwise (all such obligations of CCI Texas being herein called the "CCI Texas
Guaranteed Note Obligations") with respect to the CCI Texas Portion. CCI Texas
hereby fully and unconditionally Guarantees, on a senior unsecured basis, the
punctual payment when due, subject to any applicable grace period, whether at
Stated Maturity, by acceleration or otherwise, of all monetary obligations of
CCI Illinois under this Indenture and the Notes, whether for principal of or
interest on the Notes, expenses, indemnification or otherwise (all such
obligations of CCI Illinois being herein called the "CCI Illinois Guaranteed
Note Obligations" and, together with the CCI Texas Guaranteed Note Obligations
the "Guaranteed Note Obligations") with respect to the CCI Illinois Portion.
Failing payment when due of any amount so guaranteed for whatever reason, the
Note Guarantors shall be severally obligated to pay the same immediately.
Proceedings or other actions to enforce such Note Guarantee of either Issuer may
not be initiated or taken until the earlier of (i) 30 days after written demand
for payment has been made thereunder by the Trustee or the Holders in accordance
with the terms of this Indenture and (ii) the occurrence of an event specified
in Section 6.01(6) or 6.01(7) with respect to such Issuer.

            (b) Further Agreements of Each Issuer that is a Note Guarantor. (i)
Each Issuer that is a Note Guarantor hereby agrees that (to the fullest extent
permitted by law) its obligations hereunder shall be unconditional, irrespective
of the validity, regularity or enforceability of this Indenture, the Notes or
the obligations of the Issuers or any Issuer that is a Note Guarantor to the
Holders or the Trustee hereunder or thereunder, the absence of any action to
enforce the same, any waiver or consent by any Holder with respect to any
provisions hereof or thereof, any release of any Issuer that is a Note
Guarantor, the recovery of any judgment against the Issuers, any action to
enforce the same, whether or not a notation concerning its Note Guarantee is
made on any particular Note, or any other circumstance that might otherwise
constitute a legal or equitable discharge or defense of a guarantor.

                                      -85-
<PAGE>

            (ii) Each Issuer that is a Note Guarantor hereby waives (to the
fullest extent permitted by law) the benefit of 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 (except
as otherwise provided in Section 13.03) its Note Guarantee will not be
discharged except by complete performance of the obligations contained in the
Notes, this Indenture and this Note Guarantee. Such Note Guarantee is a
guarantee of payment and not of collection. Each Issuer that is a Note Guarantor
further agrees (to the fullest extent permitted by law) that, as between it, on
the one hand, and the Holders of Notes and the Trustee, on the other hand,
subject to this Article 13, (1) the maturity of the obligations guaranteed by
its Note Guarantee may be accelerated as and to the extent provided in Article 6
for the purposes of such Note Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed by such Note Guarantee, and (2) in the event of any acceleration of
such obligations as provided in Article 6, such obligations (whether or not due
and payable) shall forthwith become due and payable by such Note Guarantor in
accordance with the terms of this Section 13.01 for the purpose of such Note
Guarantee. Neither the Trustee nor any other Person shall have any obligation to
enforce or exhaust any rights or remedies or to take any other steps under any
security for the Guaranteed Note obligations or against the Issuers or any other
Person or any property of the Issuers or any other Person before the Trustee is
entitled to demand payment and performance by any or all Issuers that are Note
Guarantors of their obligations under their respective Note Guarantees or under
this Indenture.

            (iii) Until terminated in accordance with Section 13.03, each Note
Guarantee of the Issuers shall remain in full force and effect and continue to
be effective should any petition be filed by or against the relevant Issuer for
liquidation or reorganization, should the relevant Issuer become insolvent or
make an assignment for the benefit of creditors or should a receiver or trustee
be appointed for all or any significant part of the relevant Issuer's assets,
and shall, to the fullest extent permitted by law, continue to be effective or
be reinstated, as the case may be, if at any time payment and performance of the
Notes are, pursuant to applicable law, rescinded or reduced in amount, or must
otherwise be restored or returned by any obligee on such Notes, whether as a
"voidable preference," "fraudulent transfer" or otherwise, all as though such
payment or performance had not been made. In the event that any payment, or any
part thereof, is rescinded, reduced, restored or returned, the Notes shall, to
the fullest extent permitted by law, be reinstated and deemed reduced only by
such amount paid and not so rescinded, reduced, restored or returned.

            (c) Each Issuer that is a Note Guarantor that makes a payment or
distribution under its Note Guarantee shall have the right to seek contribution
from the relevant non-paying Issuer so long as the exercise of such right does
not impair the rights of the Holders under this Note Guarantee.

            (d) Each Issuer that is a Note Guarantor acknowledges that it will
receive direct and indirect benefits from the financing arrangements
contemplated by this Indenture and that its Note Guarantee, and the waiver set
forth in Section 13.04, is knowingly made in contemplation of such benefits.

            (e) Each Issuer that is a Note Guarantor also hereby agrees to pay
any and all reasonable out-of-pocket expenses (including reasonable counsel fees
and expenses) incurred by the Trustee or the Holders in enforcing any rights
under its Note Guarantee.

            Section 13.02. Continuing Guarantees. Each Note Guarantee of an
Issuer shall be a continuing Guarantee and shall (i) remain in full force and
effect until payment in full of the principal amount of all outstanding Notes
(whether by payment at maturity, purchase, redemption, defeasance, retirement or
other acquisition) and all other relevant Guaranteed Note Obligations then due
and owing, unless earlier terminated as provided in Section 13.03, (ii) be
binding upon such Note Guarantor and (iii)

                                      -86-
<PAGE>

inure to the benefit of and be enforceable by the Trustee, the Holders and their
permitted successors, transferees and assigns.

            Section 13.03. Release of Note Guarantees. Notwithstanding the
provisions of Section 13.02, an Issuer will automatically and unconditionally be
released from all obligations under its Note Guarantee with respect to an Issuer
or the Issuers, as the case may be, and such Note Guarantee shall thereupon
terminate and be discharged and of no further force or effect, (i) with respect
to the relevant predecessor Issuer, as and when provided in Section 5.02, (ii)
pursuant to the terms of its Note Guarantee, (iii) upon Defeasance or Covenant
Defeasance of the other Issuer's obligations, or satisfaction and discharge of
this Indenture, as provided in Article 11 or Article 12, and (iv) subject to
Section 13.01(d)(iii), upon payment in full of the aggregate principal amount of
all Notes then outstanding for which the other Issuer is liable and all other
Guaranteed Note Obligations of the other Issuer then due and owing.

            Upon any such occurrence specified in this Section 13.03, the
Trustee shall execute any documents reasonably required in order to evidence
such release, discharge and termination in respect of such Note Guarantee.

            Section 13.04. Deferral of Subrogation. Each Issuer that is a Note
Guarantor hereby irrevocably waives any claim or other rights that it may now or
hereafter acquire against either Issuer that arise from the existence, payment,
performance or enforcement of such Issuer's obligations under the Notes and this
Indenture or such Note Guarantor's obligations under its Note Guarantee and this
Indenture, including any right of subrogation, reimbursement, exoneration,
indemnification, and any right to participate in any claim or remedy of any
Holder of Notes against the Issuers, whether or not such claim, remedy or right
arises in equity, or under contract, statute or common law, until this Indenture
is discharged and all of the Notes are discharged and paid in full ("Discharge
of the Obligations"); provided, however, that following the Discharge of the
Obligations, each Issuer that is a Note Guarantor shall be entitled to enforce
any and all rights at law or in equity to subrogation that may otherwise be
available to such Note Guarantor. If any amount shall be paid to any Issuer that
is a Note Guarantor in violation of the preceding sentence and the Notes shall
not have been paid in full, such amount shall have been deemed to have been paid
to such Note Guarantor for the benefit of, and held in trust for the benefit of,
the Holders of the Notes, and shall forthwith be paid to the Trustee for the
benefit of such Holders to be credited and applied upon the Notes, whether
matured or unmatured, in accordance with the terms of this Indenture.

            Section 13.05. Notation Not Required. Neither the Issuers nor any
Issuer that is a Note Guarantor shall be required to make a notation on the
Notes to reflect such Note Guarantee or any such release, termination or
discharge thereof or any modification or amendment to the forms thereof.

            Section 13.06. Surviving Persons and Assigns of Note Guarantors. All
covenants and agreements in this Indenture by each Issuer that is a Note
Guarantor shall bind its respective successors and assigns, whether so expressed
or not.

            Section 13.07. Notices. Notice to any Issuer that is a Note
Guarantor shall be sufficient if addressed to such Note Guarantor care of the
Company at the address, place and manner provided in Section 1.09.

            Section 13.08. Limitation of Liability of an Issuer that is a Note
Guarantor. Each Issuer that is a Note Guarantor, upon the execution and delivery
of a Note Guarantee, and by its acceptance hereof, each Holder, hereby confirms
that it is the intention of all such parties that the Note Guarantee by such
Note Guarantor not constitute a fraudulent transfer or conveyance for purposes
of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act or any similar Fed-

                                      -87-
<PAGE>

eral or state law. To effectuate the foregoing intention, the Holders and such
Note Guarantor hereby irrevocably agree that the obligations of such Note
Guarantor under the Note Guarantee shall be limited to the maximum amount as
will, after giving effect to all other contingent and fixed liabilities of such
Note Guarantor and after giving effect to any collections from or payments made
by or on behalf of any other Note Guarantor in respect of the obligations of
such other Note Guarantor under its Note Guarantee or pursuant to Section
13.01(c), result in the obligations of such Note Guarantor under the Note
Guarantee not constituting such fraudulent transfer or conveyance.

                                   ARTICLE 14

                         PLEDGE AND GUARANTEE AGREEMENT

            Section 14.01. Pledge and Guarantee Agreement. The due and punctual
payment of the Notes when and as the same shall be due and payable, whether at
maturity, by acceleration, repurchase, redemption, special redemption or
otherwise, and interest on the overdue principal of the Notes and performance of
all other obligations of the Issuers to the Holders or the Trustee under this
Indenture and the Notes, according to the terms hereunder or thereunder, shall
be unconditionally guaranteed on a non-recourse basis, limited in recourse to a
second priority pledge by the Company of the common stock of the Issuers as
provided in the Pledge and Guarantee Agreement. Each Holder, by its acceptance
of the Notes, consents and agrees to the terms of the Pledge and Guarantee
Agreement (including, without limitation, the provisions providing for
foreclosure and release of Collateral) as the same may be in effect or may be
amended from time to time in accordance with their terms and authorizes and
directs the Trustee to enter into the Pledge and Guarantee Agreement as Second
Priority Collateral Agent (as defined in the Pledge and Guarantee Agreement) and
to perform its obligations and exercise their rights thereunder in accordance
therewith.

            Section 14.02. Recording and Opinions. (a) The Company shall take or
cause to be taken all action required to perfect, maintain, preserve and protect
the Lien on and security interest in the Collateral granted by the Pledge and
Guarantee Agreement (subject only to Liens granted to secure the First Priority
Secured Obligations (as defined in the Pledge and Guarantee Agreement)),
including without limitation, the filing of financing statements, continuation
statements, and any instruments of further assurance, in such manner and in such
places as may be required by law fully to preserve and protect the rights of the
Holders and the Trustee under this Indenture and the Pledge and Guarantee
Agreement to all property comprising the Collateral. The Issuers shall from time
to time promptly pay all financing, continuation statement and mortgage
recording, registration and/or filing fees, charges and taxes relating to this
Indenture and the Pledge and Guarantee Agreement, any amendments thereto and any
other instruments of further assurance required hereunder or pursuant to the
Pledge and Guarantee Agreement. The Trustee shall have no obligation to, nor
shall it be responsible for any failure to, so register, file or record.

            (b) The Company and the Issuers shall at all times comply with the
provisions of TIA Section 314(b), whether or not the TIA is then applicable to
the obligations of the Company and the Issuers and the Note Guarantors under
this Indenture.

            Section 14.03. Release of Collateral; Release of Note Guarantee of
the Company. (a) Collateral may (and, as applicable, shall) be released or
substituted only in accordance with the terms of the Pledge and Guarantee
Agreement. The release of any Collateral from the terms of this Indenture and
the Pledge and Guarantee Agreement shall not be deemed to impair the security
under this Indenture in contravention of the provisions hereof if and to the
extent the Collateral is released pursuant to the terms of the Pledge and
Guarantee Agreement.

                                      -88-
<PAGE>

            (b) The Company will automatically and unconditionally be released
from all obligations under its Note Guarantee, and such Note Guarantee shall
thereupon terminate and be discharged and of no further force or effect, (i)
with respect to the predecessor Company, as and when provided in Section 5.02,
(ii) pursuant to the terms of its Note Guarantee, (iii) upon Defeasance or
Covenant Defeasance of the relevant Issuer's obligations, or satisfaction and
discharge of this Indenture, as provided in Article 11 or Article 12, (iv)
subject to Section 13.01(b)(iii), upon payment in full of the aggregate
principal amount of all Notes then outstanding for which the relevant Issuer is
liable and all other Guaranteed Note Obligations of such Issuer then due and
owing and (v) in the event of an Intermediate Holdco Reorganization following
the assumption of such Note Guarantee by the Intermediate Holdco.

            In the event that the Company forms an Intermediate Holdco for the
purpose of holding all of the Capital Stock of the Issuers, the Company shall
prior to contributing the Capital Stock of the Issuers to such Intermediate
Holdco, enter into an amendment or supplement to the Pledge and Guarantee
Agreement, in form and substance satisfactory to the Second Priority Collateral
Agent (as defined in the Pledge and Guarantee Agreement), pursuant to which the
new Intermediate Holdco shall be substituted for the Company effective upon such
transfer and the Company shall be released from the Pledge and Guarantee
Agreement effective upon such transfer. In connection with such amendment or
supplement, the Company shall deliver to the Second Priority Collateral Agent
stock powers duly endorsed in blank by such Intermediate Holdco, together with
such officer's certificates and opinions of counsel of the Company and such
Intermediate Holdco as the Collateral Agent may request.

            Section 14.04. Certificates of the Issuers. To the extent
applicable, the Company or the Issuers shall comply (or cause compliance) with
TIA Section 313(b), relating to reports, and TIA Section 314(d), relating to the
release of property or securities from the lien and security interest of the
Pledge and Guarantee Agreement and relating to the substitution therefor of any
property or securities to be subjected to the lien and security interest of the
Pledge and Guarantee Agreement. Any certificate or opinion required by TIA
Section 314(d) may be made by an Officer of the Company or the Issuers except in
cases where TIA Section 314(d) requires that such certificate or opinion be made
by an independent Person, which Person shall be an independent engineer,
appraiser or other expert selected or approved by the Second Priority Collateral
Agent (as defined in the Pledge and Guarantee Agreement) in the exercise of
reasonable care, which the parties hereto and the Holders agree may be counsel
to the Issuers and for the Company.

            Section 14.05. Authorization of Actions To Be Taken by the Trustee
Under the Pledge and Guarantee Agreement. Subject to the provisions of Sections
7.01 and 7.02 hereof, the Trustee may, in its sole discretion and without the
consent of the Holders of Notes, direct, on behalf of the Holders of Notes, the
Second Priority Collateral Agent, to take all actions it deems necessary or
appropriate in order to (a) enforce any of the terms of the Pledge and Guarantee
Agreement and (b) collect and receive any and all amounts payable in respect of
the obligations of the Company and Guarantee hereunder. The Trustee shall have
power to institute and maintain such suits and proceedings as it may deem
expedient to prevent any impairment of the Collateral by any acts that may be
unlawful or in violation of the Pledge and Guarantee Agreement or this
Indenture, and such suits and proceedings as the Trustee may deem expedient to
preserve or protect its interests and the interests of the Holders in the
Collateral (including power to institute and maintain suits or proceedings to
restrain the enforcement of or compliance with any legislative or other
governmental enactment, rule or order that may be unconstitutional or otherwise
invalid if the enforcement of, or compliance with, such enactment, rule or order
would impair the security interest hereunder or be prejudicial to the interests
of the Holders or to the Trustee).

            Section 14.06. Authorization of Receipt of Funds by the Trustee
Under the Pledge and Guarantee Agreement. The Trustee is authorized to receive
any funds for the benefit of the Holders distributed under the Pledge and
Guarantee Agreement, and to make further distributions of such funds to the
Holders according to the provisions of this Indenture and the Pledge and
Guarantee Agreement.

                                      -89-
<PAGE>

            Section 14.07. Termination of Security Interest. Upon the payment in
full of all of the obligations of the Issuers under this Indenture and the
Notes, or upon Legal Defeasance, the Trustee shall, at the request of the
Issuers, deliver a certificate to the Trustee stating that such obligations have
been paid in full.

            Section 14.08. Limitation of Liability of the Company as Note
Guarantor. The Company as a Note Guarantor, upon the execution and delivery of a
Note Guarantee, and by its acceptance hereof, each Holder, hereby confirms that
it is the intention of all such parties that the Note Guarantee by such Note
Guarantor not constitute a fraudulent transfer or conveyance for purposes of any
Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar Federal or state law. To effectuate the foregoing
intention, the Holders and such Note Guarantor hereby irrevocably agree that the
obligations of such Note Guarantor under the Note Guarantee shall be limited to
the maximum amount as will, after giving effect to all other contingent and
fixed liabilities of such Note Guarantor and after giving effect to any
collections from or payments made by or on behalf of any other Note Guarantor in
respect of the obligations of such other Note Guarantor under its Note
Guarantee, result in the obligations of such Note Guarantor under the Note
Guarantee not constituting such fraudulent transfer or conveyance.

            Section 14.09. Instructions to Trustee. The Holders of a majority in
principal amount of the Notes may instruct the Trustee to take any action that
the Trustee is permitted to take under the Pledge and Guarantee Agreement.

                                      -90-
<PAGE>

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

                       CONSOLIDATED COMMUNICATIONS ILLINOIS HOLDINGS, INC.,
                       as Issuer on a several, and not joint, basis, and as
                       Note Guarantor

                       By: /s/ Robert J. Currey
                           -------------------------------------------------
                           Name: Robert J. Currey
                           Title: President and Chief Executive Officer

                       CONSOLIDATED COMMUNICATIONS TEXAS HOLDINGS, INC.,
                       as Issuer on a several, and not joint, basis, and as
                       Note Guarantor


                       By: /s/ Robert J. Currey
                           -------------------------------------------------
                           Name: Robert J. Currey
                           Title: President and Chief Executive Officer

                       HOMEBASE ACQUISITION, LLC,
                       as Note Guarantor

                       By: /s/ Robert J. Currey
                           -------------------------------------------------
                           Name: Robert J. Currey
                           Title: President and Chief Executive Officer

                       WELLS FARGO BANK, N.A., as Trustee

                       By: /s/ Joseph P. O'Donnell
                           -------------------------------------------------
                           Name: Joseph P. O'Donnell
                           Title: Assistant Vice President

<PAGE>

                                                                       EXHIBIT A

                                 FORM OF NOTE(1)

                                 (FACE OF NOTE)

               CONSOLIDATED COMMUNICATIONS ILLINOIS HOLDINGS, INC.
                                       AND
                CONSOLIDATED COMMUNICATIONS TEXAS HOLDINGS, INC.
                          9 3/4% SENIOR NOTES DUE 2012

CUSIP No. [o](2) [o](3)
No.                                                            $

                  Each of Consolidated Communications Illinois Holdings, Inc., a
corporation duly organized and existing under the laws of the State of Delaware
("CCI Illinois"), and Consolidated Communications Texas Holdings, Inc., a
corporation duly organized and existing under the laws of the State of Delaware
("CCI Texas," and together with CCI Illinois, the "Issuers," such term to
include any Surviving Person or any other successor of either (as such term is
defined in the Indenture referred to hereinafter)), for value received, hereby
severally, but not jointly, promises to pay to            , or registered
assigns, its several share in the proportion set forth below (with respect to
each Issuer, such relative proportion, a "Several Share") of the aggregate
principal sum of $        ([     ] United States Dollars) [(or such lesser or
greater amount as shall be outstanding hereunder from time to time in accordance
with Sections 3.13 and 3.14 of the Indenture referred to on the reverse
hereof)](4) (the "Principal Amount") on April 1, 2012; provided that CCI
Illinois shall be severally liable for only 37.5% of the Principal Amount (the
"CCI Illinois Portion") and CCI Texas shall be severally liable for only 62.5%
of the Principal Amount (the "CCI Texas Portion," and each of the CCI Illinois
Portion and the CCI Texas Portion, a "Portion"); provided, however, that in the
event of any partial redemption on a disproportionate basis, such redemption
shall simultaneously reduce the respective Portions of the Issuers on such
basis. Each Issuer hereby severally, but not jointly, promises to pay interest
on its respective Portion, semiannually on April 1 and October 1 in each year,
commencing October 1, 2004, at the rate of 9 3/4% per annum [(subject to
adjustment as provided below)](5) [, except that interest accrued on this Note
for periods prior to the date on which the Initial Note was surrendered in
exchange for this Note will accrue at the rate or rates borne by such Initial
Note from time to time during such periods](6), until the Principal Amount is
paid or made

-------------------------
(1)   Insert any applicable legends from Article 2.

(2)   Include only for Initial Note.

(3)   Include only for Exchange Note.

(4)   Include only if the Note is issued in global form.

(5)   Include only for Initial Note.

(6)   Include only for Exchange Note.

                                      A-1
<PAGE>

available for payment. [Interest on this Note will accrue from the most recent
date to which interest on this Note or any of its Predecessor Notes has been
paid or duly provided for or, if no interest has been paid, from the Issue
Date.](7) [Interest on this Note will accrue from the most recent date to which
interest on this Note or any of its Predecessor Notes has been paid or duly
provided for or, if no such interest has been paid, from [       ,](8).](9)
Interest on the Notes shall be computed on the basis of a 360-day year of twelve
30-day months. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Note (or one or more Predecessor Notes) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the March 15 or September 15 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Note (or one or more Predecessor Notes) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Notes not more than 15 days nor less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture.

            [The Holder of this Note is entitled to the benefits of the
Registration Rights Agreement, dated as of April 14, 2004, among the Company,
the Issuers, Credit Suisse First Boston LLC, Citigroup Global Markets Inc. and
Deutsche Bank Securities Inc. (the "Registration Rights Agreement"). Until (i)
the date on which this Note has been exchanged for a freely transferable
Exchange Security (as defined in the Registration Rights Agreement) in the
Registered Exchange Offer (as defined in the Registration Rights Agreement),
(ii) the date on which this Note has been effectively registered under the
Securities Act and disposed of in accordance with the Shelf Registration
Statement (as defined in the Registration Rights Agreement), or (iii) the date
on which this Note or distributed to the public pursuant to Rule 144(k) under
the Securities Act: From and including the date on which a Registration Default
(as defined below) shall occur to but excluding the date on which such
Registration Default has been cured, Additional Interest will accrue on this
Note at the rate (a) prior to the 91st day of such period (for so long as such
period is continuing), of 0.25% per annum and (b) thereafter (so long as such
period is continuing), increasing by a rate of 0.25% per annum during each
successive 90-day period that such Registration Default shall continue. Any such
additional interest shall not exceed such respective rates for such respective
periods, and shall not in any event exceed 1.0% per annum in the aggregate,
regardless of the number of Registration Defaults that shall have occurred and
be continuing. Any such additional interest shall be paid in the same manner and
on the same dates as interest payments in respect of this Note.

            Following the cure of all Registration Defaults, the accrual of such
additional interest will cease. All Registration Defaults shall be deemed cured
upon consummation of the Exchange Offer. For purposes of the foregoing, each of
the following events, as more particularly defined in the Registration Rights
Agreement, is a "Registration Default": (i) neither the Exchange Offer
Registration Statement (as

------------------------
(7)   Include only for Original Notes.

(8)   Insert first date of issuance of Additional Note and its Predecessor
      Notes.

(9)   Include only for Additional Notes (and Exchange Notes issued in the
      exchange therefor).

                                      A-2
<PAGE>

defined in the Registration Rights Agreement) nor a Shelf Registration Statement
has been filed with the SEC on or before the 195th day after the Issue Date (or
if such day is not a business day, the first business day thereafter); (ii) the
Registered Exchange Offer is not consummated on or before the 300th day after
the Issue Date (or if such day is not a business day, the first business day
thereafter); (iii) if a Shelf Registration Statement is required to be filed
under the Registration Rights Agreement, (A) the Shelf Registration Statement is
not declared effective by the SEC on or before the 300th day after the Issue
Date (or if such day is not a business day, the first business day thereafter)
(or, in the case of a Shelf Registration Statement required to be filed in
response to any change in applicable interpretations of the staff of the SEC, if
later, on or before the 90th day after publication of such change) or (B) after
such Shelf Registration Statement is declared effective and during the time the
Company and the Issuers are required to use their reasonable best efforts to
keep the Shelf Registration Statement in effect (other than as provided in
Section 2(b) and 6(b) of the Registration Rights Agreement), the Company and the
Issuers shall have suspended and be continuing to suspend the availability of
the Shelf Registration Statement, for more than 30 days in the aggregate in any
consecutive twelve-month period.](10) (11)

            Payment of the principal of (and premium, if any) and interest on
this Note will be made at the office or agency of the Issuers maintained for
that purpose in The Borough of Manhattan, the City of New York; provided,
however, that at the option of the Issuers payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Note Register.

            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.

            Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Note
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

----------------------------
(10)  Include only for Initial Note when required by the Registration Rights
      Agreement.

(11)  For an Initial Additional Note, add any similar provision, if any, as may
      be agreed by the Issuers with respect to additional interest on such
      Initial Additional Note.

                                      A-3
<PAGE>

            IN WITNESS WHEREOF, each of the Issuers has caused this instrument
to be duly executed.

                                            CONSOLIDATED COMMUNICATIONS ILLINOIS
                                            HOLDINGS, INC.

                                            By: ________________________________
                                                Name:
                                                Title:

                                            CONSOLIDATED COMMUNICATIONS TEXAS
                                            HOLDINGS, INC.

                                            By: ________________________________
                                                Name:
                                                Title:

                                      A-4
<PAGE>

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

Dated:                                      WELLS FARGO BANK, N.A.,
                                              as Trustee

                                            By: ________________________________
                                                Authorized Officer

                                      A-5
<PAGE>

                                (REVERSE OF NOTE)

            Notes; Indenture. This Note is one of the duly authorized issue of
9 3/4% Senior Notes due 2012 of the Issuers (herein called the "Notes"), issued
under an Indenture, dated as of April 14, 2004 (herein called the "Indenture,"
which term shall have the meanings assigned to it in such instrument), among the
Issuers, Homebase Acquisition, LLC and Wells Fargo Bank, N.A., as Trustee
(herein called the "Trustee," which term includes any successor trustee under
the Indenture), and reference is hereby made to the Indenture for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Issuers, any other obligor upon this Note, the Trustee and the Holders of
the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. The terms of the Notes include those stated in the
Indenture and those made a part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended, as in effect on the Issue Date (the "TIA").
The Notes are subject to all such terms, and Holders are referred to the
Indenture and the TIA for a statement of such terms. Additional Notes may be
issued under the Indenture which may vote as a class with the Notes and
otherwise be treated as Notes for purposes of the Indenture.

            All terms used in this Note that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

            To the extent any terms of this Note differ from, or are
inconsistent with, the terms of the Indenture, the Indenture shall control.

            Guarantees. This Note is entitled to the benefits of the Note
Guarantees of the Issuers that are Note Guarantors made for the benefit of the
Holders. Reference is made to Article 13 of the Indenture for terms relating to
such Note Guarantees, including the release, termination and discharge thereof.
Neither the Issuers nor any Issuer that is a Note Guarantor shall be required to
make any notation on this Note to reflect any such Note Guarantee or any such
release, termination or discharge or any modification or amendment thereof.

            Ranking. The Notes rank pari passu in right of payment with all
existing and future Senior Indebtedness of the Issuers, as defined in the
Indenture, and the Issuers' Note Guarantees rank pari passu in right of payment
with all existing and future Senior Indebtedness of the relevant Issuer that is
a Note Guarantor, as defined in the Indenture.

            Optional Redemption. The Notes will be redeemable, at the Issuers'
option, in whole or in part, and from time to time on and after April 1, 2008
and prior to maturity. Such redemption may be made upon notice mailed by
first-class mail to each Holder's registered address, not less than 30 nor more
than 60 days prior to and including the Redemption Date. Any such redemption and
notice may, in the Issuers' discretion, be subject to the satisfaction of one or
more conditions precedent. The Notes will be so redeemable at the following
Redemption Prices (expressed as a percentage of principal amount), plus accrued
interest, if any, to and including the Redemption Date (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date), if redeemed during the 12-month period
commencing on April 1 of the years set forth below:

<TABLE>
<CAPTION>
                                                                   REDEMPTION
PERIOD                                                               PRICE
------                                                             ---------
<S>                                                                <C>
2008............................................................     104.875%
2009............................................................     102.438%
2010 and thereafter.............................................     100.000%
</TABLE>

                                      A-6
<PAGE>

            In addition, at any time and from time to time prior to April 1,
2007, the Issuers at their option may concurrently redeem the Notes (and any
Additional Notes) in an aggregate principal amount equal to up to 35% of the
original aggregate principal amount of the Notes (plus the principal amount of
any Additional Notes), with funds in an aggregate amount not exceeding the
aggregate cash proceeds of one or more Equity Offerings (as defined below), at a
Redemption Price (expressed as a percentage of principal amount thereof) of
109.750% plus accrued interest, if any, to and including the Redemption Date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date); provided, however,
that an aggregate principal amount of the Notes equal to at least 65% of the
original aggregate principal amount of the Notes (plus the principal amount of
any Additional Notes) must remain outstanding after each such redemption.

            "Equity Offering" means a sale of Capital Stock (x) that is a sale
of Capital Stock (other than Disqualified Stock) of the Company or a Parent
entity thereof, and (y) proceeds of which in an amount equal to or exceeding the
redemption amount are contributed as Capital Stock (other than Disqualified
Stock) to the Issuers or any of their Restricted Subsidiaries. The Issuers may
make such redemption upon notice mailed by first-class mail to each Holder's
registered address, not less than 30 nor more than 60 days prior to the
redemption date (but in no event more than 180 days after the completion of the
related Equity Offering). Any such notice may be given prior to the completion
of the related Equity Offering, and any such redemption or notice may, at the
Issuers' discretion, be subject to the satisfaction of one or more conditions
precedent, including but not limited to the completion of the related Equity
Offering.

            Special Redemption. The Notes (and any Additional Notes) will be
redeemable, at the Issuers' option, in whole, but not in part, at any time
during the first 540 days following their original date of issuance with all or
a portion of the proceeds of a Qualified IDS Offering. Such redemption may be
made upon notice mailed by first-class mail to each Holder's registered address,
not less than 30 nor more than 60 days prior to the Redemption Date. Any such
redemption and notice may, in the Issuers' discretion, be subject to the
satisfaction of one or more conditions precedent including, without limitation,
the successful completion of the Qualified IDS Offering on terms and conditions
acceptable to the Company. The Notes will be so redeemable at the following
redemption prices (expressed as a percentage of principal amount), plus accrued
interest, if any, to and including the Redemption Date (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date), if redeemed during the periods set forth below
(expressed as days following the date of original issuance of the Notes):

<TABLE>
<CAPTION>
                                                                   REDEMPTION
PERIOD                                                               PRICE
------                                                             ---------
<S>                                                                <C>
Day 1 through Day 360..........................................      107.313%
Day 361 through Day 540........................................      109.750%
</TABLE>

            "Qualified IDS Offering" means a bona fide offering in the United
States of units consisting of common stock and notes of the Company or a Parent
entity thereof, the proceeds of which are contributed to the Issuers in such
amount as is sufficient to redeem the Notes at the applicable redemption price
on the date of redemption.

            In the event of any partial redemption (other than a
disproportionate redemption), the several obligation of each Issuer for each
Note that remains outstanding shall continue in the same proportion as the
relative proportions of the CCI Illinois Portion and the CCI Texas Portion,
respectively.

            Change of Control. The Indenture provides that, upon the occurrence
of a Change of Control, each Holder will have the right to require that the
Issuers concurrently repurchase all or any part

                                      A-7
<PAGE>

of such Holder's Notes at a repurchase price in cash equal to 101% of the
aggregate principal amount thereof plus accrued and unpaid interest, if any, to
the date of such repurchase (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant Interest Payment
Date); provided, however, that the Issuers shall not be obligated to purchase
Notes in the event they have exercised their right to redeem all the Notes as
described above.

            The Notes will not be entitled to the benefit of a sinking fund.

            The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Note or certain restrictive covenants and certain
Events of Default with respect to this Note, in each case upon compliance with
certain conditions set forth in the Indenture.

            If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.

            Amendments; Supplement; Waiver. The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of
the rights and obligations of the Issuers and the rights of the Holders of the
Notes to be affected under the Indenture at any time by the Company, the Issuers
and the Trustee with the written consent of the Holders of not less than a
majority in aggregate principal amount of Outstanding Notes (including amounts
obtained in connection with a tender offer or exchange offer for Notes). The
Indenture also contains provisions permitting the Holders of not less than a
majority in aggregate principal amount of the Outstanding Notes to waive
compliance by the Company or either of the Issuers with certain provisions of
the Indenture, this Note, any Note Guarantee or the Pledge and Guarantee
Agreement and certain past defaults under the Indenture and their consequences.

            Limitation on Suits. As provided in and subject to the provisions of
the Indenture, the Holder of this Note shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a receiver or
trustee or for any other remedy thereunder, unless such Holder shall have
previously given the Trustee written notice of a continuing Event of Default
with respect to the Notes, the Holders of not less than 25% in principal amount
of the Notes at the time Outstanding shall have made written request to the
Trustee to pursue such remedy in respect of such Event of Default as Trustee and
offered the Trustee reasonable security or indemnity, and the Trustee shall not
have received from the Holders of a majority in principal amount of Notes at the
time Outstanding a direction inconsistent with such request, and shall have
failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of security or indemnity.

            Obligations Absolute. No reference herein to the Indenture and no
provision of this Note or of the Indenture shall alter or impair the several
obligation of each Issuer, which is absolute and unconditional, to pay its
Several Share of the principal of and any premium and interest on this Note at
the times, place and rate, and in the coin or currency, prescribed in this Note
and in the Indenture.

            Registration. As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note is registrable in the
Note Register, upon surrender of this Note for registration of transfer at the
office or agency of the Issuers in a Place of Payment, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Issuers and the Note Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Notes of like
tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.

                                       A-8
<PAGE>

            The Notes are issuable only in registered form without coupons in
denominations of $1,000.00 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes of like tenor of a
different authorized denomination, as requested by the Holder surrendering the
same.

            No service charge shall be made for any such transfer or exchange,
but the Issuers may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.

            Prior to due presentment of this Note for registration of transfer,
the Company, the Issuers, any other obligor in respect of this Note, the Trustee
and any agent of the Company, the Issuers, such other obligor or the Trustee may
treat the Person in whose name this Note is registered as the owner hereof for
all purposes, whether or not this Note be overdue, and none of the Company, the
Issuers, any other obligor upon this Note, the Trustee nor any such agent shall
be affected by notice to the contrary.

            Limitation on Liability. No director, officer, employee,
incorporator or stockholder of the Company, the Issuers, any Note Guarantor or
any Subsidiary of any thereof shall have any liability for any obligation of the
Company, the Issuers or any Note Guarantor under the Indenture, the Notes or any
Note Guarantee, or for any claim based on, in respect of, or by reason of, any
such obligation or its creation. Each Holder, by accepting this Note, hereby
waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.

            Collateral and Pledge and Guarantee Agreement. This Note will be
entitled to the benefit of certain Collateral. Reference is hereby made to the
Indenture and the Pledge and Guarantee Agreement for a statement of the rights
and limitations of Holders and the Trustee thereunder.

            Governing Law; Submission to Jurisdiction. THE INDENTURE, THIS NOTE
AND THE NOTE GUARANTEES OF THE ISSUERS SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE TRUSTEE, THE ISSUERS, ANY
OTHER OBLIGOR IN RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE
HOLDERS AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR
STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE OR THE NOTES.

                                      A-9
<PAGE>

                FORM OF NOTATION OF NOTE GUARANTEE BY THE COMPANY

            For value received, Homebase Acquisition, LLC (the "Company") has
guaranteed on a limited non-recourse basis, to the extent set forth in the
Pledge and Guarantee Agreement dated April 14, 2004 among Homebase Acquisition,
LLC, Citicorp North America Inc., as collateral agent for the first priority
secured parties, and Wells Fargo Bank, N.A., as collateral agent for the second
priority secured parties (the "Pledge and Guarantee Agreement"), (a) the due and
punctual payment, subject to any applicable grace periods, of the principal of,
premium, if any, and interest on the Notes (as defined in the Indenture (defined
below)), whether at maturity, by acceleration, redemption or otherwise, the due
and punctual payment of interest on overdue principal and premium, and, to the
extent permitted by law, interest, and the due and punctual performance of all
other obligations of the Issuers to the Holders or the Trustee all in accordance
with the terms of the indenture dated April 14, 2004 (the "Indenture") among the
Issuers, the Company and Wells Fargo Bank, N.A, as Trustee (the "Trustee") and
(b) in case of any extension of time of payment or renewal of any Notes or any
of such other obligations, that the same will be promptly paid in full when due
or performed in accordance with the terms of the extension or renewal, whether
at stated maturity, by acceleration or otherwise (the "Note Guarantee"). The
Note Guarantee is limited in recourse to a second priority pledge of the common
stock of the Issuers as set forth in the Pledge and Guarantee Agreement. The
obligations of the Company to the Holders of Notes and to the Trustee pursuant
to the Note Guarantee and the Pledge and Guarantee Agreement are expressly set
forth in Section 3 of the Pledge and Guarantee Agreement and reference is hereby
made to the Pledge and Guarantee Agreement for the precise terms of the Note
Guarantee. The obligations of the Company will be released only in accordance
with the provisions of Section 3 of the Pledge and Guarantee Agreement. Each
Holder of a Note, by accepting the same agrees to and shall be bound by such
provisions.

                                      A-10
<PAGE>

                                    HOMEBASE ACQUISITION, LLC, as Note Guarantor

                                    By: ________________________________________
                                        Name:
                                        Title:

                                      A-11
<PAGE>

                            [FORM OF TRANSFER NOTICE]

         FOR VALUE RECEIVED the undersigned holder hereby sell(s), assign(s) and
transfer(s) unto
________________________________________________________________________________
Insert Taxpayer Identification No.

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

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

[Check One]

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

                                       or

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


If neither of the foregoing boxes is checked, the Trustee or other Note
Registrar shall not be obligated to register this Note in the name of any Person
other than the Holder hereof unless and until the conditions to any such
registration of transfer set forth herein and in Section 313 of the Indenture
shall have been satisfied.](12)

Date:  _____________________

                                                  ______________________________
                                                  NOTICE:The signature to this
                                                  assignment must correspond
                                                  with the name as written upon
                                                  the face of the
                                                  within-mentioned instrument in
                                                  every particular, without
                                                  alteration or any change
                                                  whatsoever.

Signature Guarantee:  _______________________________

---------------------------
(12)  Include only for an Initial Note or an Initial Additional Note, in
      accordance with the Indenture.

                                      A-12
<PAGE>

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

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

            The undersigned represents and warrants that it is purchasing this
Note for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the
Issuers as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is
relying upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A.

Dated:  _____________    ______________________________________________________
                          NOTICE: To be executed by an executive officer(13)

---------------------
(13)  Include only for an Initial Note or an Initial Additional Note, in
      accordance with the Indenture.

                                      A-13
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

            If you wish to have this Note purchased by the Issuers pursuant to
Section 4.12 or 4.15 of the Indenture, check the box: [ ].

            If you wish to have a portion of this Note purchased by the Issuers
pursuant to Section 4.12 or 4.15 of the Indenture, state the amount (in
principal amount) below:

                             $______________________

Date: _____________________

Signature Guarantee: _______________________________

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

Signature Guarantee: _______________________________

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

                                      A-14
<PAGE>

                SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

            The following increases or decreases in this Global Note have been
made:

<TABLE>
<CAPTION>
                                                                       Principal amount
                            Amount of              Amount of          of this Global Note        Signature of
                          decreases in            increases in          following such        authorized officer
                       Principal Amount of    Principal Amount of        decreases or        of Trustee or Notes
Date of Exchange        this Global Note        this Global Note           increases              Custodian
----------------       -------------------    -------------------     -------------------    -------------------
<S>                    <C>                    <C>                     <C>                    <C>
</TABLE>

                                      A-15
<PAGE>

                                                                       EXHIBIT B

                   FORM OF CERTIFICATE OF BENEFICIAL OWNERSHIP

                                                       On or after [     ], 2004

Wells Fargo Bank, N.A.
213 Court Street, Suite 703
Middletown, CT 06457
Attn: Corporate Trust Services

       Re:  Consolidated Communications Illinois Holdings, Inc. and Consolidated
            Communications Texas Holdings, Inc. (together, the "Issuers")
            9 3/4% Senior Notes due 2012 (the "Notes")

Ladies and Gentlemen:

            This letter relates to $          principal amount of Notes
represented by the offshore [temporary] global note certificate (the "Offshore
[Temporary] Global Note"). Pursuant to Section 3.13(3) of the Indenture dated as
of April 14, 2004 among relating to the Notes (the "Indenture"), we hereby
certify that (1) we are the beneficial owner of such principal amount of Notes
represented by the Offshore [Temporary] Global Note and (2) we are either (i) a
Non-U.S. Person (as defined in The Securities Act of 1933, as amended (the
"Act")) to whom the Notes could be transferred in accordance with Rule 904 of
Regulation S ("Regulation S") promulgated under the Act, or (ii) a U.S. Person
(as defined in the Act) who purchased securities in a transaction that did not
require registration under the Act.

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

                                        Very truly yours,

                                        [Name of Holder]

                                        By: ____________________________________
                                            Authorized Signature

                                      B-1
<PAGE>

                                                                       EXHIBIT C

                        FORM OF REGULATION S CERTIFICATE

Wells Fargo Bank, N.A.
213 Court Street, Suite 703
Middletown, CT 06457
Attn: Corporate Trust Services

     Re:    Consolidated Communications Illinois Holdings, Inc. and Consolidated
            Communications Texas Holdings, Inc. (together, the "Issuers")
            9 3/4% Senior Notes due 2012 (the "Notes")

Ladies and Gentlemen:

            In connection with our proposed sale of $        aggregate principal
amount of Notes, we confirm that such sale has been effected pursuant to and in
accordance with Regulation S ("Regulation S") under the Securities Act of 1933,
as amended (the "Securities Act"), and accordingly, we hereby certify as
follows:

            1. The offer of the Notes was not made to a person in the United
      States (unless such person or the account held by it for which it is
      acting is excluded from the definition of "U.S. person" pursuant to Rule
      902(k) of Regulation S under the circumstances described in Rule 902(h)(3)
      of Regulation S) or specifically targeted at an identifiable group of U.S.
      citizens abroad.

            2. Either (a) at the time the buy order was originated, the buyer
      was outside the United States or we and any person acting on our behalf
      reasonably believed that the buyer was outside the United States or (b)
      the transaction was executed in, on or through the facilities of a
      designated offshore securities market, and neither we nor any person
      acting on our behalf knows that the transaction was pre-arranged with a
      buyer in the United States.

            3. No directed selling efforts have been made in the United States
      in contravention of the requirements of Rule 903(a)(2) or Rule 904(a)(2)
      of Regulation S, as applicable.

            4. The proposed transfer of Notes is not part of a plan or scheme to
      evade the registration requirements of the Securities Act.

            5. If we are a dealer or a person receiving a selling concession or
      other fee or remuneration in respect of the Notes, and the proposed
      transfer takes place before end of the distribution compliance period
      under Regulation S, or we are an officer or director of either of the
      Issuers or a distributor, we certify that the proposed transfer is being
      made in accordance with the provisions of Rules 903 and 904 of Regulation
      S.

            6. If the proposed transfer takes place before the end of the
      distribution compliance period under Regulation S, the beneficial interest
      in the Notes so transferred will be held immedi-

                                      C-1
<PAGE>

      ately thereafter through Euroclear (as defined in such Indenture) or
      Clearstream (as defined in such Indenture).

            7. We have advised the transferee of the transfer restrictions
      applicable to the Notes.

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

                                        Very truly yours,

                                        [Name of SELLER]

                                        By: ____________________________________
                                            Name:
                                            Title:
                                            Address:

Date of this Certificate:  ___________, 200___

                                      C-2