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                                                                     Exhibit 4.4




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                         METROMEDIA FIBER NETWORK, INC.

                                   $50,000,000

                 8.5% SENIOR SECURED CONVERTIBLE NOTES DUE 2011
                                    INDENTURE

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


                           Dated as of October 1, 2001

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

                            WILMINGTON TRUST COMPANY

                                     Trustee







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ARTICLE 1.            DEFINITIONS AND INCORPORATION BY REFERENCE..............1

         Section 1.01.     Definitions........................................1

         Section 1.02.     Other Definitions.................................23

         Section 1.03.     Trust Indenture Act Definitions...................24

         Section 1.04.     Rules of Construction.............................24

ARTICLE 2.            THE NOTES..............................................25

         Section 2.01.     Form and Dating; Payment of Interest..............25

         Section 2.02.     Designation; Amount and Issue of Notes;
                           Execution and Authentication......................26

         Section 2.03.     Registrar and Paying Agent........................26

         Section 2.04.     Paying Agent to Hold Money in Trust...............27

         Section 2.05.     Holder Lists......................................27

         Section 2.06.     Transfer and Exchange.............................28

         Section 2.07.     Replacement Notes.................................39

         Section 2.08.     Outstanding Notes.................................40

         Section 2.09.     Treasury Notes....................................40

         Section 2.10.     Temporary Notes...................................40

         Section 2.11.     Cancellation......................................40

         Section 2.12.     Defaulted Interest................................41

         Section 2.13.     CUSIP Numbers.....................................41

ARTICLE 3.            REDEMPTION AND PREPAYMENT..............................41

         Section 3.01      Notices to Trustee................................41

         Section 3.02      Selection of Notes to Be Redeemed.................42

         Section 3.03      Notice of Redemption..............................42

         Section 3.04      Effect of Notice of Redemption....................43

         Section 3.05      Deposit of Redemption Price.......................43

         Section 3.06      Notes Redeemed in Part............................43

         Section 3.07      Optional Redemption...............................43

         Section 3.08      Application of Excess Proceeds or
                           Allocated Capacity Proceeds.......................44

         Section 3.09      Mandatory Redemption..............................46

ARTICLE 4.            CONVERSION.............................................46

         Section 4.01.     Conversion Privilege..............................46

         Section 4.02.     Conversion Procedure..............................47


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         Section 4.03.     Fractional Shares.................................48

         Section 4.04.     Taxes on Conversion...............................48

         Section 4.05.     Company to Provide Stock..........................48

         Section 4.06.     Adjustment of Conversion Price....................49

         Section 4.07.     No Adjustment.....................................54

         Section 4.08.     Adjustment for Tax Purposes.......................55

         Section 4.09.     Notice of Adjustment..............................55

         Section 4.10.     Notice of Certain Transactions....................55

         Section 4.11.     Effect of Reclassification, Consolidation,
                           Merger or Sale, Transfer or Conveyance on
                           Conversion Privilege..............................56

         Section 4.12.     Trustee's Disclaimer..............................56

         Section 4.13.     Voluntary Reduction...............................57

ARTICLE 5.            COVENANTS..............................................57

         Section 5.01.     Payment of Notes..................................57

         Section 5.02.     SEC Reports.......................................57

         Section 5.03.     Compliance Certificates...........................58

         Section 5.04.     Maintenance of Office or Agency...................59

         Section 5.05.     Stay, Extension and Usury Laws....................59

         Section 5.06.     Restricted Payments...............................60

         Section 5.07.     Dividend and Other Payment Restrictions
                           Affecting Restricted Subsidiaries.................63

         Section 5.08.     Incurrence of Indebtedness and Issuance of
                           Preferred Stock...................................64

         Section 5.09.     Asset Sales.......................................67

         Section 5.10.     Transactions with Affiliates......................69

         Section 5.11.     Liens.............................................70

         Section 5.12.     Further Instruments and Acts......................70

         Section 5.13.     Liquidation.......................................70

         Section 5.14.     Change of Control.................................70

         Section 5.15.     Corporate Existence...............................71

         Section 5.16.     Payment of Taxes and Other Claims.................72

         Section 5.17.     Maintenance of Properties.........................72

         Section 5.18.     Insurance.........................................72

         Section 5.19.     Rating............................................72

         Section 5.20.     No Redemption of Affiliate Notes..................73


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         Section 5.21.     Payments for Consent..............................73

         Section 5.22.     Sale and Lease-Back Transactions..................73

         Section 5.23.     Use of Proceeds...................................73

         Section 5.24.     Sales of Allocated Capacity.......................73

ARTICLE 6.            SUCCESSORS.............................................74

         Section 6.01.     Merger, Consolidation, or Sale of Assets..........74

         Section 6.02.     Successor Corporation Substituted.................75

ARTICLE 7.            DEFAULTS AND REMEDIES..................................75

         Section 7.02.     Acceleration......................................77

         Section 7.03.     Other Remedies....................................77

         Section 7.04.     Waiver of Past Defaults...........................77

         Section 7.05.     Control by Majority...............................78

         Section 7.06.     Limitation on Suits...............................78

         Section 7.07.     Rights of Holders of Notes to Receive Payment.....78

         Section 7.08.     Collection Suit by Trustee........................79

         Section 7.09.     Trustee May File Proofs of Claim..................79

         Section 7.10.     Priorities........................................79

         Section 7.11.     Undertaking for Costs.............................80

         Section 7.12.     Authorization of Trustee to Take Other Actions....80

ARTICLE 8.            TRUSTEE................................................80

         Section 8.01.     Duties of Trustee.................................80

         Section 8.02.     Rights of Trustee.................................81

         Section 8.03.     Individual Rights of Trustee......................82

         Section 8.04.     Trustee's Disclaimer..............................82

         Section 8.05.     Notice of Defaults................................83

         Section 8.06.     Reports by Trustee to Holders of the Notes........83

         Section 8.07.     Compensation and Indemnity........................83

         Section 8.08.     Replacement of Trustee............................84

         Section 8.09.     Successor Trustee by Merger, Etc..................85

         Section 8.10.     Eligibility; Disqualification.....................85

         Section 8.11.     Preferential Collection of Claims Against Company.86

         Section 8.12.     Co-Trustee........................................86

ARTICLE 9.            LEGAL DEFEASANCE AND COVENANT DEFEASANCE...............86


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         Section 9.01.     Option to Effect Legal Defeasance or
                           Covenant Defeasance...............................86

         Section 9.02.     Legal Defeasance and Discharge....................87

         Section 9.03.     Covenant Defeasance...............................87

         Section 9.04.     Conditions to Legal or Covenant Defeasance........88

         Section 9.05.     Deposited Money and Government Securities to be
                           Held in Trust: Other Miscellaneous Provisions.....89

         Section 9.06.     Repayment to Company..............................89

         Section 9.07.     Reinstatement.....................................90

         Section 9.08.     Survival..........................................90

ARTICLE 10.           AMENDMENT, SUPPLEMENT AND WAIVER.......................90

         Section 10.01.    Without Consent of Holders of Notes...............90

         Section 10.02.    With Consent of Holders of Notes..................91

         Section 10.03.    Compliance with Trust Indenture Act...............93

         Section 10.04.    Revocation and Effect of Consents.................93

         Section 10.05.    Notation on or Exchange of Notes..................93

         Section 10.06.    Trustee to Sign Amendments. Etc...................93

ARTICLE 11.           SATISFACTION AND DISCHARGE.............................94

         Section 11.01.    Satisfaction and Discharge of Indenture...........94

         Section 11.02.    Application of Trust Money........................94

ARTICLE 12.           COLLATERAL AND SECURITY................................95

         Section 12.01.    Security..........................................95

         Section 12.02.    Recording and Opinions............................96

         Section 12.03.    Release of Collateral.............................96

         Section 12.04.    Certificates of the Company.......................97

         Section 12.05.    Certificates of the Trustee.......................97

         Section 12.06.    Authorization of Actions to Be Taken by the
                           Trustee Under the Security Documents..............98

         Section 12.07.    Authorization of Receipt of Funds by the
                           Trustee Under the Security Documents..............98

         Section 12.08.    Termination of Security Interest..................98

ARTICLE 13.           MISCELLANEOUS..........................................98

         Section 13.01.    Trust Indenture Act Controls......................98

         Section 13.02.    Notices...........................................98


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         Section 13.03.    Communication by Holders of Notes with
                           Other Holders of Notes...........................100

         Section 13.04.    Certificate and Opinion as to Conditions
                           Precedent........................................100

         Section 13.05.    Statements Required in Certificate or Opinion....100

         Section 13.06.    Rules by Trustee and Agents......................101

         Section 13.07.    No Personal Liability of Directors, Officers,
                           Employees and Shareholders.......................101

         Section 13.08.    Governing Law....................................101

         Section 13.09.    Consent to Jurisdiction and Service..............101

         Section 13.10.    No Adverse Interpretation of Other Agreements....102

         Section 13.11.    Successors.......................................102

         Section 13.12.    Severability.....................................102

         Section 13.13.    Counterpart Originals............................102

         Section 13.14.    Table of Contents, Headings. Etc.................102


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CROSS-REFERENCE TABLE*

TRUST INDENTURE ACT SECTION                                   INDENTURE SECTION
---------------------------                                   -----------------

Section 310  (a)(1) ..........................................       8.10
             (a)(2) ..........................................       8.10
             (a)(3) ..........................................       N/A
             (a)(4) ..........................................       N/A
             (a)(5) ..........................................       8.10
             (b) .............................................       8.10
Section 311  (a) .............................................       8.11
             (b) .............................................       8.11
             (c) .............................................       N/A
Section 312  (a) .............................................       2.05
             (b) .............................................       13.03
             (c) .............................................       13.03
Section 313  (a) .............................................       8.06
             (b)(2) ..........................................       8.07
             (c) .............................................       8.06; 13.02
             (d) .............................................       8.06
Section 314  (a) .............................................       5.02; 13.02
             (c)(1) ..........................................       13.04(a)
             (c)(2) ..........................................       13.04(b)
             (c)(3) ..........................................       N/A
             (e) .............................................       13.05
             (f) .............................................       N/A
Section 315  (a) .............................................       8.01(b)
             (b) .............................................       8.05; 13.02
             (c) .............................................       8.01(a)
             (d) .............................................       8.01(c)
             (e) .............................................       7.11
Section 316  (a)(1)(A) .......................................       7.05
             (a)(1)(B) .......................................       7.04
             (a)(2) ..........................................       N/A
             (a) (last sentence) .............................       2.08
             (b) .............................................       7.07
             (c) .............................................       10.04
Section 317  (a)(1) ..........................................       7.08
             (a)(2) ..........................................       7.09
             (b) .............................................       2.04
Section 318  (a) .............................................       13.01
             (b) .............................................       N/A
             (c) .............................................       13.01

N/A means not applicable.
*This Cross-Reference Table is not, for any purposes, part of the Indenture.


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                  INDENTURE, dated as of October 1, 2001, by and between
Metromedia Fiber Network, Inc., a Delaware corporation (the "COMPANY"), and
Wilmington Trust Company, as trustee (the "TRUSTEE"), a Delaware banking
corporation.

                  The Company and the Trustee agree as follows for the benefit
of each other and for the equal and ratable benefit of the Holders of the 8.5%
Senior Secured Convertible Notes due 2011 (the "NOTES"):

                                   ARTICLE 1.

                   DEFINITIONS AND INCORPORATION BY REFERENCE

                  Section 1.01. DEFINITIONS.

                  "2008 NOTES INDENTURE" means that certain Indenture, dated as
of November 25, 1998, between the Company and The Bank of New York as successor
to IBJ Schroder Bank & Trust Company, as trustee, as amended by the First
Supplemental Indenture, dated September 26, 2001, as the same may be further
amended, supplemented or otherwise modified from time to time.

                  "2009 NOTES INDENTURE" means that certain Indenture, dated as
of November 17, 1999, between the Company and The Bank of New York, as trustee,
as amended by the First Supplemental Indenture, dated September 26, 2001, as the
same may be further amended, supplemented or otherwise modified from time to
time.

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

                  "ACQUIRED DEBT" or "ACQUIRED PREFERRED STOCK" means, with
respect to any specified Person, Indebtedness or Preferred Stock of any other
Person existing at the time such other Person is merged with or into or became a
Subsidiary of such specified Person (including by Designation or Revocation),
PROVIDED that such Indebtedness or Preferred Stock is not incurred in connection
with, or in contemplation of, such other Person merging with or into or becoming
a Subsidiary of such specified Person.

                  "AFFILIATE" of any specified Person means any other Person
directly or indirectly controlling, controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition,
"CONTROL" (including, with correlative meanings, the terms "CONTROLLING,"
"CONTROLLED BY" and "UNDER COMMON CONTROL WITH"), as used with respect to any
Person, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of such Person,
whether through the ownership of voting securities, by agreement or otherwise;
PROVIDED that beneficial ownership of 10% or more of the Voting Stock of a
Person shall be deemed to be control; and PROVIDED, FURTHER, that the Initial
Purchaser shall not be deemed to be an Affiliate of the Company if it
beneficially owns 10% or more of the Voting Stock of the Company solely as a
result of converting the Notes or the New 6.15% Notes in accordance with this
Indenture or the New

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6.15% Notes Indenture, as applicable, and after such conversion the Initial
Purchaser still holds Notes.

                  "AFFILIATE FINANCING DOCUMENTS" means collectively, the
Affiliate Notes, the Affiliate Note Purchase Agreement and the Affiliate
Registration Rights Agreement.

                  "AFFILIATE NOTE PURCHASE AGREEMENT" means the Note Purchase
Agreement, dated as of the date hereof, by and among the Company, the Kluge
Trust, David Rockefeller and Stephen A. Garofalo.

                  "AFFILIATE NOTES" means the 8.5% senior convertible notes due
2011 issued pursuant to the Affiliate Note Purchase Agreement.

                  "AFFILIATE REGISTRATION RIGHTS AGREEMENT" means the
Registration Rights Agreement, dated as of the date hereof, by and among the
Company, the Kluge Trust, David Rockefeller and Stephen A. Garofalo.

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

                  "ALLOCATED CAPACITY" means capacity allocated in the Network
to a party to the C&MA in return for its financial investment. Allocated
Capacity shall be measured in units of STM-1s.

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

                  "ASSET SALE" means (i) the sale, lease, transfer, conveyance
or other disposition of any assets or rights (including, without limitation, by
way of a sale and leaseback) other than sales of inventory in the ordinary
course of business and other than any sale, lease, transfer, conveyance or other
disposition in the ordinary course of business of capacity on any fiber optic or
cable system owned, controlled or operated by the Company or any Restricted
Subsidiary or of telecommunications capacity, transmission rights, conduit or
rights-of-way acquired by the Company or any Restricted Subsidiary for use in a
Telecommunications Business of the Company or any Restricted Subsidiary
(provided that the sale, lease, transfer, conveyance or other disposition of all
or substantially all of the assets of the Company and its Restricted
Subsidiaries taken as a whole will be governed by the provisions of Section 6.01
hereof and/or Section 5.14 and not by the provisions of Section 5.09 hereof);
and (ii) the issue or sale by the Company or any of its Restricted Subsidiaries
of Equity Interests of any Subsidiary. Notwithstanding the foregoing, the
following items shall not be deemed to be Asset Sales: (i) a transfer of assets
by the Company to a Consolidated Subsidiary or by a Subsidiary to the Company or
to a Consolidated Subsidiary; (ii) an issuance of Equity Interests by a
Subsidiary to the Company or to a Consolidated Subsidiary; (iii) a Restricted
Payment that is permitted by Section 5.06 hereof; (iv) Permitted Investments
made in accordance with clause (a) or (d) of the definition thereof; (v) a
disposition of obsolete or worn out equipment or equipment that is no longer
useful in the conduct of a Telecommunications Business of the Company and its
Restricted Subsidiaries and that is


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disposed of in the ordinary course of business; (vi) the surrender or waiver by
the Company or any of its Restricted Subsidiaries of contract rights or the
settlement, release or surrender of contract, tort or other claims of any kind
by the Company or any of its Restricted Subsidiaries or the grant by the Company
or any of its Restricted Subsidiaries of a Lien not prohibited by the Indenture;
(vii) the sale of Cash Equivalents in the ordinary course of business; (viii)
sales, transfers, assignments and other dispositions of assets (or related
assets in related transactions) in the ordinary course of business with an
aggregate fair market value of less than $1.0 million; and (ix) Allocated
Capacity Transfers which shall be governed by Section 5.24.

                  "ASSOCIATE" as used to indicate a relationship with any
Person, means (i) any trust or other estate in which such Person has a
substantial beneficial interest or as to which such Person serves as trustee or
in a similar fiduciary capacity, (ii) any lineal ancestor, lineal descendant,
sibling or spouse of such Person, or any other Person who has the same home as
such Person, and (iii) any Person who is an Associate of any of the Persons
identified in (i) or (ii).

                  "ATTRIBUTABLE DEBT" means, on any date, in respect of any
lease of the Company entered into as part of a sale and leaseback transaction
described in Section 5.22, (i) if such lease is a Capital Lease Obligation, the
capitalized amount thereof that would appear on a balance sheet of the Company
prepared as of such date in accordance with GAAP, and (ii) if such lease is not
a Capital Lease Obligation, the capitalized amount of the remaining lease
payments under such lease that would appear on a balance sheet of the Company
prepared as of such date in accordance with GAAP as if such lease were accounted
for as a Capital Lease Obligation.

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

                  "BASIC DOCUMENTS" means, collectively, the Note Documents, the
Vendor Agreements and the Affiliate Financing Documents and the agreements
executed in connection with each of the foregoing.

                  "BOARD OF DIRECTORS" means the board of directors or other
governing body of the Company or, if the Company is owned or managed by a single
entity, the board of directors or other governing body of such entity, or, in
either case, any committee thereof duly authorized to act on behalf of such
board or governing body.

                  "BOARD RESOLUTION" means a duly authorized resolution of the
Board of Directors.

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

                  "C&MA" means that certain Japan-U.S. Cable Network
Construction and Maintenance Agreement, dated July 31, 1998, by and among the
Company, as assignee of Metromedia Fiber Network Services, Inc., AT&T Corp.,
British Telecommunications Plc, Cable and Wireless Global Network Organization
Limited, Chunghwa Telecom Co., Ltd., Com Tech International Corporation, DDI
Corporation, Frontier Communications Services Inc., Global One Communications,
Pty., Limited, GTE Hawaiian Tel


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International Incorporated, GTE Intelligent Network Services Incorporated,
International Digital Communications Inc., International Exchange Networks Ltd.,
Japan Telecom Co., Ltd., Kokusai Denshkin Denwa Co., Ltd., KPN Telecom B.V.,
Level 3 International Inc., MFS Cableco (Bermuda) Ltd., NTT Worldwide Network
Corporation, PCI Communications, Inc., Primus Telecommunications, Inc., PSINet
Inc., Qwest Communications Corporation, RSL Communications Limited, SBCI-Pacific
Networks, Inc., Singapore Telecommunications Limited, Sprint Communications
Company, Limited Partnership, Teleglobe USA Inc., Telegroup, Inc., Telekom
Malaysia Berhad, Telstra Corporation Limited CAN, Transoceanic Communications,
Incorporated, Viatel Inc., Videsh Sanchar Nigam Limited and Worldxchange
Communications, as amended by Amendatory Agreement No. 1 dated 15 March 1999;
Amendatory Agreement No. 2 dated 31 July 1999; Amendatory Agreement No. 3 dated
1 February 2000; Amendatory Agreement No. 4 dated 16 June 2000; Amendatory
Agreement No. 5 dated 28 September 2000; and Amendatory Agreement No. 6 dated 1
April 2001; as the same may be further amended, supplemented or modified from
time to time.

                  "C&MA ASSIGNMENT" shall have the meaning assigned to such term
in the Notes Purchase Agreement dated as of the date hereof between the Company
and the Initial Purchaser.

                  "CAPITAL CONTRIBUTION" means any contribution to the equity of
the Company from a direct or indirect parent of the Company for which no
consideration other than the issuance of common stock with no redemption rights
and no special preferences, privileges or voting rights is given.

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

                  "CAPITAL STOCK" means (i) in the case of a corporation,
corporate stock, (ii) in the case of an association or business entity, any and
all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, (iii) in the case of a partnership or limited
liability company, partnership or membership interests (whether general or
limited) and (iv) any other interest or participation that confers on a Person
the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.

                  "CASH EQUIVALENTS" means (i) United States dollars, (ii)
securities issued or directly and fully guaranteed or insured by the United
States government or any agency or instrumentality thereof (provided that the
full faith and credit of the United States is pledged in support thereof) having
maturities of not more than six months from the date of acquisition, (iii)
certificates of deposit and eurodollar time deposits with maturities of six
months or less from the date of acquisition, bankers' acceptances with
maturities not exceeding six months and overnight bank deposits, in each case
with any domestic commercial bank having capital and surplus in excess of $500
million and a Thompson Bank Watch Rating of "B" or better, (iv) repurchase
obligations with a term of not more than seven days for underlying securities of
the types described in clause (ii) above entered into with any financial
institution meeting the qualifications specified in clause (iii) above, (v)
commercial paper having the highest rating obtainable from


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Moody's Investors Service, Inc. or Standard & Poor's Ratings Services and in
each case maturing within six months after the date of acquisition and (vi)
money market funds at least 95% of the assets of which constitute Cash
Equivalents of the kinds described in clauses (i)-(v) of this definition;
PROVIDED that with respect to any Foreign Subsidiary, Cash Equivalents shall
also mean those investments that are comparable to clauses (iii) through (vi)
above in such Foreign Subsidiary's country of organization or country where it
conducts business operations.

                  "CHANGE OF CONTROL" means the occurrence of any of the
following: (i) any "PERSON" or "GROUP" (as such terms are used in Section
13(d)(3) of the Exchange Act), other than a Permitted Holder, is or becomes the
beneficial owner, directly or indirectly, of 35% or more of the Voting Stock
(measured by voting power rather than by number of shares) of the Company and
the Permitted Holders own, in the aggregate, a lesser percentage of the total
Voting Stock (measured by voting power rather than by number of shares) of the
Company than such person and do not have the right or ability by voting power,
contract or otherwise to elect or designate for election a majority of the board
of directors of the Company (for the purposes of this clause, such other person
shall be deemed to "BENEFICIALLY OWN" any Voting Stock of a specified
corporation held by a parent corporation if such other person beneficially owns,
directly or indirectly, more than 35% of the Voting Stock (measured by voting
power rather than by number of shares) of such parent corporation and the
Permitted Holders beneficially own, directly or indirectly, in the aggregate a
lesser percentage of Voting Stock (measured by voting power rather than by
number of shares) of such parent corporation and do not have the right or
ability by voting power, contract or otherwise to elect or designate for
election a majority of the board of directors of such parent corporation), (ii)
during any period of two consecutive years, Continuing Directors cease for any
reason to constitute a majority of the Board of Directors of the Company, (iii)
the Company consolidates or merges with or into any other Person, or any Person
consolidates with, or merges with or into, the Company, other than a
consolidation or merger (a) of the Company into a Wholly Owned Subsidiary of the
Company or (b) pursuant to a transaction in which the outstanding Voting Stock
of the Company is changed into or exchanged for cash, securities or other
property with the effect that the beneficial owners of the outstanding Voting
Stock of the Company immediately prior to such transaction, beneficially own,
directly or indirectly, at least a majority of the Voting Stock (measured by
voting power rather than number of shares) of the surviving corporation
immediately following such transaction, (iv) the sale, transfer, conveyance or
other disposition (other than by way of merger or consolidation), in one or a
series of related transactions, of all or substantially all of the assets of the
Company and its Subsidiaries, taken as a whole, to any Person other than a
Wholly Owned Subsidiary of the Company or a Permitted Holder or a Related
Person; PROVIDED, HOWEVER, that sales, transfers, conveyances or other
dispositions in the ordinary course of business of capacity on fiber optic or
cable systems owned, controlled or operated by the Company or any of its
Subsidiaries or of telecommunications capacity or transmission rights, rights of
way or conduit acquired by the Company or any of its Subsidiaries for use in the
business of the Company or any of its Subsidiaries, including, without
limitation, for sale, lease, transfer, conveyance or other disposition to any
customer of the Company or any of its Subsidiaries shall not be deemed a
disposition of assets for purposes of this clause (iv), or (v) the adoption of a
plan relating to the total liquidation of the Company.



                                       5
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                  "CITICORP VOTING AGREEMENT" shall have the meaning assigned to
such term in the Senior Credit Facility.

                  "CITICORP WARRANT AGREEMENT" shall have the meaning assigned
to such term in the Senior Credit Facility.

                  "CLASS A COMMON STOCK" means the Class A Common Stock, par
value $0.01 per share, of the Company.

                  "CLASS B COMMON STOCK" means the Class B Common Stock, par
value $0.01 per share, of the Company.

                  "CLEARSTREAM" means Clearstream Banking, S.A.

                  "COLLATERAL" shall have the meaning assigned to such term in
the Security Agreement.

                  "COMMON STOCK" means collectively the Class A Common Stock and
the Class B Common Stock, determined as a single class assuming shares of Class
B Common Stock had been converted into shares of Class A Common Stock.

                  "COMPANY" means Metromedia Fiber Network, Inc., a Delaware
corporation, and any and all successors thereto.

                  "COMMUNICATIONS ACT" means the U.S. federal statute known as
the Communications Act of 1934, as amended by the Telecommunications Act of
1996, as amended.

                  "CONSOLIDATED CAPITAL RATIO" means, with respect to the
Company as of any date, the ratio of (i) the aggregate consolidated amount of
Indebtedness of the Company and its Restricted Subsidiaries then outstanding to
(ii) the Consolidated Net Worth of the Company and its Consolidated Subsidiaries
as of such date.

                  "CONSOLIDATED CASH FLOW" means, with respect to the Company
for any period, the Consolidated Net Income of the Company and its Consolidated
Subsidiaries for such period plus (A), to the extent that any of the following
items were deducted in computing such Consolidated Net Income, but without
duplication, (i) provision for taxes based on income or profits of the Company
and its Consolidated Subsidiaries for such period, plus (ii) consolidated
interest expense of the Company and its Consolidated Subsidiaries for such
period, whether paid or accrued and whether or not capitalized (including,
without limitation, amortization of debt issuance costs and original issue
discount, non-cash interest payments, the interest component of any deferred
payment obligations, the interest component of all payments associated with
Capital Lease Obligations, commissions, discounts and other fees and charges
incurred in respect of letter of credit or bankers' acceptance financings, and
net payments (if any) pursuant to Hedging Obligations), plus (iii) depreciation,
amortization (including amortization of goodwill and other intangibles and the
amount of capacity available for sale (other than for backhaul capacity) charged
to cost of sales, but excluding amortization of prepaid cash expenses that were
paid in a prior period), and other non-cash expenses (excluding


                                       6
<Page>

any such non-cash expense to the extent that it represents an accrual of or
reserve for cash expenses in any future period or amortization of a prepaid cash
expense that was paid in a prior period) of the Company and its Consolidated
Subsidiaries for such period, minus (B) non-cash items increasing such
Consolidated Net Income for such period (other than items that were accrued in
the ordinary course of business), in each case, on a consolidated basis and
determined in accordance with GAAP. Notwithstanding the foregoing, the provision
for taxes on the income or profits of, and the depreciation and amortization and
other non-cash expenses of, a Restricted Subsidiary of the Company shall be
added to Consolidated Net Income to compute Consolidated Cash Flow of the
Company only to the extent that a corresponding amount would be permitted at the
date of determination to be dividended to the Company by such Restricted
Subsidiary without prior governmental approval (that has not been obtained), and
without direct or indirect restriction pursuant to the terms of its charter and
all agreements, instruments, judgments, decrees, orders, statutes, rules and
governmental regulations applicable to that Restricted Subsidiary or its
shareholders.

                  "CONSOLIDATED LEVERAGE RATIO" means, with respect to the
Company, as of any date, the ratio of (i) the aggregate consolidated amount of
Indebtedness of the Company and its Restricted Subsidiaries then outstanding to
(ii) the annualized (that is, multiplied by four) Consolidated Cash Flow of the
Company and its Consolidated Subsidiaries for the most recently ended fiscal
quarter.

                  "CONSOLIDATED NET INCOME" means, with respect to the Company
for any period, the aggregate of the Net Income of the Company and its
Consolidated Subsidiaries for such period, on a consolidated basis, determined
in accordance with GAAP; PROVIDED that (i) the Net Income (but not loss) of any
Person that is accounted for by the equity method of accounting shall be
included only to the extent of the amount of dividends or distributions paid in
cash to the Company or a Consolidated Subsidiary thereof by such Person but not
in excess of the Company's Equity Interests in such Person, (ii) the Net Income
of any Restricted Subsidiary shall be excluded to the extent that the
declaration or payment of dividends or similar distributions by that Restricted
Subsidiary of that Net Income is not at the date of determination permitted
without any prior governmental approval (that has not been obtained) or,
directly or indirectly, by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to that Restricted Subsidiary or its shareholders, except
that the Company's equity in the net income of any such Restricted Subsidiary
for such period may be included in such Consolidated Net Income up to the
aggregate amount of cash that could have been distributed by such Restricted
Subsidiary during such period to the Company as a dividend, (iii) the Net Income
of any Person acquired in a pooling of interests transaction for any period
prior to the date of such acquisition shall be excluded, (iv) the equity of the
Company or any Restricted Subsidiary in the net income (if positive) of any
Unrestricted Subsidiary shall be included in such Consolidated Net Income up to
the aggregate amount of cash actually distributed by such Unrestricted
Subsidiary during such period to the Company or a Consolidated Subsidiary as a
dividend or other distribution (but not in excess of the amount of the Net
Income of such Unrestricted Subsidiary for such period) and (v) the cumulative
effect of a change in accounting principles shall be excluded.



                                       7
<Page>

                  "CONSOLIDATED NET WORTH" means, with respect to the Company as
of any date, the sum of (i) the consolidated equity of the common shareholders
of the Company and its Consolidated Subsidiaries that are Consolidated
Subsidiaries as of such date plus (ii) the respective amounts reported on the
Company's balance sheet as of such date with respect to any series of Preferred
Stock (other than Disqualified Stock) that by its terms is not entitled to the
payment of dividends unless such dividends may be declared and paid only out of
net earnings in respect of the year of such declaration and payment, but only to
the extent of any cash received by the Company upon issuance of such Preferred
Stock, less (x) all write-ups (other than write-ups resulting from foreign
currency translations and write-ups of tangible assets of a going concern
business made within 12 months after the acquisition of such business)
subsequent to the Issue Date in the book value of any asset owned by the Company
or a Restricted Subsidiary that is a Consolidated Subsidiary of the Company, (y)
all outstanding net Investments as of such date in unconsolidated Restricted
Subsidiaries and in Persons that are not Restricted Subsidiaries (except, in
each such case, Permitted Investments), and (z) all unamortized debt discount
and expense and unamortized deferred charges as of such date, all of the
foregoing determined in accordance with GAAP.

                  "CONSOLIDATED SUBSIDIARY" means, for any Person, each
Restricted Subsidiary of such Person (whether now existing or hereafter created
or acquired) the financial statements of which are consolidated for financial
statement reporting purposes with the financial statements of such Person in
accordance with GAAP.

                  "CONTINUING DIRECTORS" means individuals who at the beginning
of the period of determination constituted the Board of Directors of the
Company, together with any new directors whose election by such Board of
Directors or whose nomination for election by the shareholders of the Company
was approved by a vote of a majority of the directors of the Company 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 is the
designee of any one of the Permitted Holders or any combination thereof or was
nominated or elected by any such Permitted Holder(s) or any of their designees.

                  "CORPORATE TRUST OFFICE OF THE TRUSTEE" shall be at the
address of the Trustee specified in Section 13.02 hereof or such other address
as to which the Trustee may give notice to the Company.

                  "CREDIT AGREEMENT" means one or more credit agreements, loan
agreements or similar facilities, secured or unsecured, entered into from time
to time by the Company and its Restricted Subsidiaries, and including any
related notes, Guarantees, collateral documents, instruments and agreements
executed in connection therewith, as the same may be amended, supplemented,
modified, restated or replaced from time to time, including, without limitation,
the Senior Credit Facility.

                  "CURRENCY AGREEMENT" means, with respect to any Person, any
foreign exchange contract, currency swap agreement or other similar agreement as
to which such Person is a party or beneficiary.

                  "DATA CENTERS" means a co-location facility where entities are
able to transfer electronic data among themselves and with other parties outside
such facility.



                                       8
<Page>

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

                  "DEFINITIVE NOTE" means a certificated Note registered in the
name of the Holder thereof and issued in accordance with Section 2.06 hereof, in
the form of EXHIBIT A hereto except that such Note shall not bear the Global
Note Legend and shall not have the "SCHEDULE OF EXCHANGES OF INTERESTS IN THE
GLOBAL NOTE" attached thereto, but may bear the Private Placement Legend, if
applicable.

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

                  "DEPOSITARY AGENT" means Wilmington Trust Company, in its
capacity as Depositary Agent under the Depositary Agreement.

                  "DEPOSITARY AGREEMENT" means that certain Depositary
Agreement, dated as of the date hereof, among the Company, Wilmington Trust
Company, in its capacity as Trustee, Wilmington Trust Company, in its capacity
as the Depositary Agent and the Initial Purchaser.

                  "DISBURSEMENT ACCOUNT" shall have the meaning assigned to such
term in the Depositary Agreement.

                  "DISQUALIFIED STOCK" means any Capital Stock that, by its
terms (or by the terms of any security into which it is convertible, or for
which it is exchangeable, in each case at the option of the holder thereof), or
upon the happening of any event, matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or redeemable at the option of the
Holder thereof, in whole or in part, on or prior to the date that is 91 days
after the date on which the Notes mature; PROVIDED, HOWEVER, that any Capital
Stock that would constitute Disqualified Stock solely because the holders
thereof have the right to require the Company to repurchase such Capital Stock
upon the occurrence of a Change of Control or an Asset Sale shall not constitute
Disqualified Stock if the terms of such Capital Stock provide that the Company
may not repurchase or redeem any such Capital Stock pursuant to such provisions
unless such repurchase or redemption complies with Section 5.06 hereof.

                  "DISTRIBUTION COMPLIANCE PERIOD" means the one-year
distribution compliance period as defined in Rule 903(b)(3)(iii) under
Regulation S.

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

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



                                       9
<Page>

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended (or any successor Act), and the rules and regulations promulgated
thereunder (or respective successor thereto).

                  "EXISTING ASSETS" means property, plant and equipment and
other tangible business assets existing as of the Issue Date used in a
Telecommunications Business of the Company, but does not include cash or Cash
Equivalents existing on the Issue Date, and the proceeds from the sale,
disposition or other transfer of any Existing Assets outside the ordinary course
of business.

                  "EXISTING INDEBTEDNESS" means Indebtedness of the Company and
its Restricted Subsidiaries in existence on the Issue Date, until such amounts
are repaid.

                  "FOREIGN SUBSIDIARY" means any Restricted Subsidiary of the
Company which (i) is not organized under the laws of the United States, any
state thereof or the District of Columbia, and (ii) conducts substantially all
of its business operations outside the United States of America.

                  "FOREIGN SUBSIDIARY CREDIT AGREEMENT" means one or more credit
agreements, loan agreements or similar facilities, secured or unsecured, entered
into from time to time by one or more of the Company's Foreign Subsidiaries, and
including any related notes, Guarantees, collateral documents, instruments and
agreements executed in connection therewith, as the same may be amended,
supplemented, modified, restated or replaced from time to time.

                  "FRANCHISE AGREEMENTS" means (a) the Amended and Restated
Franchise Agreement, dated as of February 29, 2000, between the City of New York
and National Fiber Network, Inc., and (b) the Franchise Agreement, dated as of
June 22, 1999, by and between Montgomery County, Maryland, and Metromedia Fiber
Network Services, Inc., as each may be amended, modified or supplemented from
time to time.

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

                  "GERMAN JOINT VENTURE" means the Person(s) formed or organized
to engineer, develop, construct and own a fiber optic telecommunications network
in Germany.

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

                  "GLOBAL NOTES" means, individually and collectively, each of
the Restricted Global Notes and the Unrestricted Global Notes, in the form of
EXHIBIT A hereto, issued in accordance with Article 2 hereof.



                                       10
<Page>

                  "GOVERNMENT SECURITIES" means securities that are (a) direct
obligations (or certificates representing an ownership interest in such
obligations) of the United States of America (including any agency or
instrumentality thereof) of the payment of which the full faith and credit of
the United States of America is pledged, (b) obligations of a Person controlled
or supervised by and acting as an agency or instrumentality of the United States
of America the payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States of America, or (c) obligations of a
Person the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America.

                  "GUARANTEE" means any obligation, contingent or otherwise, of
any Person directly or indirectly guaranteeing any Indebtedness of any other
Person (i) 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 agreement to keep-well, to purchase assets,
goods, securities or services, to take-or-pay, or to maintain financial
statement conditions or otherwise) or (ii) entered into for purposes of assuring
in any other manner the obligee of such Indebtedness of the payment thereof or
to protect such obligee against loss in respect thereof (in whole or in part);
PROVIDED, HOWEVER, that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning.

                  "HEDGING OBLIGATIONS" means, with respect to any Person, the
obligations of such Person under any Interest Rate Agreement or Currency
Agreement.

                  "HOLDER" means a Person in whose name a Note is registered on
the Registrar's or any co-registrar's books.

                  "IAI GLOBAL NOTE" means a Global Note in substantially the
form of EXHIBIT A hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of, and registered in the name
of, the Depositary or its nominee, that shall be initially issued in a
denomination equal to $0, but shall thereafter be revised to represent the
outstanding principal amount of the Notes transferred to Institutional
Accredited Investors.

                  "INDEBTEDNESS" means, with respect to any Person, any
indebtedness of such Person, whether or not contingent, in respect of borrowed
money or evidenced by bonds, notes, debentures or similar instruments or letters
of credit (or reimbursement agreements in respect thereof) or banker's
acceptances or the balance of the deferred and unpaid purchase price of any
property or representing any Hedging Obligations, except any such balance that
constitutes an accrued expense or trade payable, if and to the extent any of the
foregoing (other than letters of credit (or reimbursement agreements in respect
thereof), banker's acceptances and Hedging Obligations) would appear as a
liability upon a balance sheet of such Person prepared in accordance with GAAP,
as well as all Indebtedness of others secured by a Lien on any asset of such
Person (whether or not such Indebtedness is assumed by such Person) and, to the
extent not otherwise included, any guarantee by such Person of any Indebtedness
of any other Person. The amount of any Indebtedness outstanding as of any date
shall be (i) the accreted value thereof, in the case of any Indebtedness issued
with original issue discount, but the accretion of original


                                       11
<Page>

issue discount in accordance with the original terms of Indebtedness issued with
an original issue discount will not be deemed to be an incurrence, and (ii) the
principal amount thereof, together with any interest thereon that is more than
30 days past due, in the case of any other Indebtedness.

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

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

                  "IN-REGION STATE" shall have the meaning assigned to such term
in Section 271(i)(I) of the Communications Act.

                  "INITIAL PURCHASER" means Verizon Investments Inc., a Delaware
corporation.

                  "INSTITUTIONAL ACCREDITED INVESTOR" means an institution that
is an "ACCREDITED INVESTOR" within the meaning of Rule 501(a)(1), (2), (3) or
(7) under the Securities Act.

                  "INTERCREDITOR AGREEMENT" means that certain Intercreditor
Agreement, dated as of the date hereof, among the Company, the Trustee and
Citicorp USA Inc., as administrative agent under the Senior Credit Facility, as
the same may be amended, supplemented or otherwise modified from time to time.

                  "INTEREST PAYMENT DATE" shall have the meaning assigned to
that term in Section 2.01(a) hereof.

                  "INTEREST RATE AGREEMENT" means, with respect to any Person,
any interest rate protection agreement, interest rate future agreement, interest
rate option agreement, interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate hedge agreement or
other similar agreement or arrangement to which such Person is a party or
beneficiary.

                  "INTERLATA SERVICE" shall have the meaning assigned to such
term in Section 3 of the Communications Act.

                  "INVESTMENTS" means, with respect to any Person, all
investments by such Person in other Persons (including Affiliates) in the forms
of direct or indirect loans (including Guarantees of Indebtedness or other
obligations), advances or capital contributions (excluding commission, travel
and similar advances to directors, officers and employees made in the ordinary
course of business), purchases or other acquisitions for consideration of
Indebtedness, Equity Interests or other securities, together with all items that
are or would be classified as investments on a balance sheet prepared in
accordance with GAAP. If the Company or any of its Restricted Subsidiaries sells
or otherwise disposes of any Equity Interests of any direct or indirect
Subsidiary such that, after giving effect to any such sale or disposition, such
Person is no longer a Subsidiary of the Company or such Restricted Subsidiary,
the Company shall be deemed to have


                                       12
<Page>

made an Investment on the date of any such sale or disposition equal to the fair
market value of the Equity Interests of such Subsidiary not sold or disposed of
in an amount determined as provided in the final paragraph of Section 5.06
hereof.

                  "ION" means International Optical Network, L.L.C., a Delaware
limited liability company.

                  "IRU" shall have the meaning assigned to such term in the
C&MA.

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

                  "KLUGE TRUST" means John W. Kluge, Chase Manhattan Bank and
Stuart Subotnick, trustees under a Trust Agreement, dated May 30, 1984 and as
amended and restated, between John W. Kluge, as grantor, and John W. Kluge and
Manufacturers Hanover Trust Company, as trustees, a grantor trust.

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

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

                  "MANAGEMENT ADVANCES" means loans or advances made to
directors, officers or employees of the Company or any Restricted Subsidiary (i)
in respect of travel, entertainment or moving-related expenses incurred in the
ordinary course of business, (ii) in respect of moving-related expenses incurred
in connection with any closing or consolidation of any facility, or (iii)
otherwise in the ordinary course of business not exceeding $3.0 million in the
aggregate at any time outstanding.

                  "MANAGEMENT AGREEMENT" means that certain Management Agreement
between the Company and Metromedia Company, dated as of January 2, 1998, as the
same may be amended, supplemented, modified, restated or replaced from time to
time with the approval of a majority of the disinterested members of the Board
of Directors.

                  "NET CASH PROCEEDS" means the aggregate amount of cash or Cash
Equivalents received by the Company in the case of a sale, or Capital
Contribution in respect, of Capital Stock and by the Company and its Restricted
Subsidiaries in respect of an Asset Sale plus, in the case of an issuance of
Capital Stock upon any exercise, exchange or conversion of securities (including
options, warrants, rights and convertible


                                       13
<Page>

or exchangeable debt) of the Company that were issued for cash on or after the
Issue Date, the amount of cash originally received by the Company upon the
issuance of such securities (including options, warrants, rights and convertible
or exchangeable debt) less, in each case, the sum of all payments, fees,
commissions and reasonable and customary expenses (including, without
limitation, the fees and expenses of legal counsel and investment banking fees
and expenses) incurred in connection with such Asset Sale or sale of Capital
Stock, and, in the case of an Asset Sale only, less the amount (estimated
reasonably and in good faith by the Company) of income, franchise, sales and
other applicable federal, state, provincial, foreign or local taxes required to
be paid or accrued as a liability by the Company or any of its respective
Restricted Subsidiaries in connection with such Asset Sale in the taxable year
that such sale is consummated or in the immediately succeeding taxable year, the
computation of which shall take into account the reduction in tax liability
resulting from any available operating losses and net operating loss carryovers,
tax credits and tax credit carryforwards, and similar tax attributes.

                  "NET INCOME" means, with respect to any Person, the net income
(loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however, (i) any
gain (but not loss), together with any related provision for taxes on such gain
(but not loss), realized in connection with (a) any Asset Sale or (b) the
disposition of any securities by such Person or any of its Restricted
Subsidiaries or the extinguishment of any Indebtedness of such Person or any of
its Restricted Subsidiaries and (ii) any extraordinary gain or loss, together
with any related provision for taxes on such extraordinary gain or loss.

                  "NETWORK" shall have the meaning assigned to such term in the
C&MA.

                  "NEW 6.15% NOTES" means, collectively, the 6.15% Series A
Convertible Subordinated Notes due 2010 and the 6.15% Series B Convertible
Subordinated Notes due 2010 of the Company, each issued pursuant to the New
6.15% Notes Indenture.

                  "NEW 6.15% NOTES INDENTURE" means that certain Indenture,
dated as of the date hereof, between the Company and U.S. Bank Trust National
Association, as trustee, relating to the New 6.15% Notes, as the same may be
amended, supplemented or otherwise modified from time to time.

                  "NON-RECOURSE DEBT" means Indebtedness (i) as to which neither
the Company nor any Restricted Subsidiary (a) provides any Guarantee or credit
support of any kind (including any undertaking, guarantee, indemnity, agreement
or instrument that would constitute Indebtedness) or (b) is directly or
indirectly liable (as a guarantor or otherwise) and (ii) no default with respect
to which (including any rights that the holders thereof may have to take
enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness of the
Company or any Restricted Subsidiary to declare a default under such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its Stated Maturity.

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



                                       14
<Page>

                  "NOTE DOCUMENTS" means the Senior Credit Facility, the Senior
Security Documents and the Warrant Documents.

                  "NOTE CUSTODIAN" means the Person specified in Section 2.03
hereof as the Note Custodian with respect to the Global Notes or any successor
entity thereto appointed as Note Custodian hereunder and having become such
pursuant to the applicable provision of this Indenture.

                  "NOTES" shall have the meaning assigned to it in the preamble
to this Indenture.

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

                  "OFFICER" means the President, the Chief Executive Officer,
the Chief Financial Officer and any Vice President of the Company.

                  "OFFICERS' CERTIFICATE" means a certificate signed by two
Officers.

                  "OPINION OF COUNSEL" means an opinion from legal counsel who
is reasonably acceptable to the Trustee and that meets the requirements of
Section 13.05 hereof. The counsel may be an employee of or counsel to the
Company, any subsidiary of the Company, any Affiliate of the Company or an
employee of or counsel to the Trustee.

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

                  "PAYING AGENT" shall have the meaning assigned to it in
Section 2.03 and includes any additional Paying Agent.

                  "PERMITTED HOLDER" means Metromedia Company, its general
partners and their respective Related Persons and Persons that would constitute
a Class B Permitted Holder as defined in the Company's Amended and Restated
Certificate of Incorporation as in effect on the date hereof.

                  "PERMITTED INVESTMENTS" means (a) any Investment in the
Company or in a Consolidated Subsidiary of the Company that is engaged entirely
or substantially entirely in a Telecommunications Business; (b) any Investment
in Cash Equivalents; (c) any Guarantee of Indebtedness of the Company or a
Restricted Subsidiary to the extent such Indebtedness is permitted under Section
5.08 hereof; and (d) any Investment by the Company or any of its Restricted
Subsidiaries in a Person, if as a result of such Investment (i) such Person
becomes a Consolidated Subsidiary of the Company that is engaged entirely or
substantially entirely in a Telecommunications Business or (ii) such Person is
merged, consolidated or amalgamated with or into, or transfers or conveys
substantially all of its assets to, or is liquidated into, the Company or a
Consolidated


                                       15
<Page>

Subsidiary of the Company that is engaged entirely or substantially entirely in
a Telecommunications Business.

                  "PERMITTED LIENS" means (i) Liens to secure Indebtedness
permitted by clauses (v), (vi), (vii) and (viii) of the second paragraph of
Section 5.08 hereof or any Permitted Refinancing Indebtedness; PROVIDED that
with respect to Liens to secure Indebtedness permitted by clause (vi) thereof or
any Permitted Refinancing Indebtedness of such Indebtedness, such Lien must
cover only the assets engineered, constructed, installed, acquired, leased
(other than pursuant to a sale and leaseback of Existing Assets), developed or
improved with such Indebtedness; (ii) Liens in favor of the Company or any
Restricted Subsidiary; (iii) Liens on property of a Person existing at the time
such Person is merged with or into or consolidated with the Company or any of
its Restricted Subsidiaries; PROVIDED that such Liens were in existence prior to
the contemplation of such merger or consolidation and do not extend to any
assets other than those of the Person merged into or consolidated with the
Company or such Restricted Subsidiary; (iv) Liens on property existing at the
time of acquisition thereof by the Company or any of its Restricted
Subsidiaries; PROVIDED that such Liens were in existence prior to the
contemplation of such acquisition; (v) Liens to secure the performance of
statutory obligations, surety or appeal bonds, performance bonds or other
obligations of a like nature incurred in the ordinary course of business; (vi)
Liens existing on the Issue Date; (vii) Liens for taxes, assessments or
governmental charges or claims that are not yet delinquent or that are being
contested in good faith by appropriate proceedings promptly instituted and
diligently concluded; PROVIDED that any reserve or other appropriate provision
as shall be required in conformity with GAAP shall have been made therefor;
(viii) zoning restrictions, rights-of-way, easements and similar charges or
encumbrances incurred in the ordinary course which in the aggregate do not
detract from the value of the property thereof, (ix) Liens incurred in the
ordinary course of business of the Company or any of its Restricted Subsidiaries
with respect to obligations that do not exceed $5.0 million at any one time
outstanding and that (a) are not incurred in connection with the borrowing of
money or the obtaining of advances or credit (other than trade credit in the
ordinary course of business) and (b) do not in the aggregate materially detract
from the value of the property or materially impair the use thereof in the
operation of business by the Company or such Restricted Subsidiary, and (x)
Liens granted pursuant to the Security Documents.

                  "PERMITTED REFINANCING INDEBTEDNESS" means any Indebtedness of
the Company or any of its Restricted Subsidiaries issued in exchange for, or the
net proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries
(other than intercompany Indebtedness); PROVIDED that: (i) the principal amount
(or accreted value, if applicable) of such Permitted Refinancing Indebtedness
does not exceed the principal amount of (or accreted value, if applicable), plus
accrued interest on, the Indebtedness so extended, refinanced, renewed,
replaced, defeased or refunded (plus the amount of any premium required to be
paid in connection with such refinancing pursuant to the terms of such
Indebtedness or otherwise reasonably determined by the Company to be necessary
and reasonable expenses incurred in connection therewith); (ii) such Permitted
Refinancing Indebtedness has a final maturity date later than the final maturity
date of, and has a Weighted Average Life to Maturity equal to or greater than
the Weighted


                                       16
<Page>

Average Life to Maturity of, the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded; (iii) if the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded is subordinated in
right of payment to the Notes, such Permitted Refinancing Indebtedness has a
final maturity date later than the final maturity date of, and is expressly
subordinated in right of payment to, the Notes on terms at least as favorable to
the Holders of the Notes as those contained in the documentation governing the
Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded; (iv) such Indebtedness is incurred solely by the Company or the
Restricted Subsidiary who is the obligor on the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded; and (v) such Indebtedness
is secured only by the assets, if any, that secured the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded.

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

                  "PHASE II UPGRADE RFS DATE" shall have the meaning assigned to
such term in the Depositary Agreement.

                  "PREFERRED STOCK" means any Equity Interest of any class or
classes of a Person (however designated) which is preferred as to payments of
dividends, or as to distributions upon any liquidation or dissolution, over
Equity Interests of any other class of such Person.

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

                  "PUBLIC RESALE" means a Transfer of Notes or shares of Class A
Common Stock underlying the Notes pursuant to (A) a bona fide secondary offering
registered under the Securities Act effectuated through the exercise by the
Initial Purchaser or its permitted transferee of its registration rights as
contemplated by Section 2, 3 or 4 of the Registration Rights Agreement or (B) a
purchase agreement with a placement agent or group of placement agents that
contemplates the immediate resale of securities by such placement agent pursuant
to the resale exemption provided by Rule 144A solely to QIBs and other permitted
purchasers under Rule 144A or in a Transfer permitted by Regulation S, or (C)
bona fide "brokers transactions" as permitted by or as otherwise permitted by
the exemption from registration of the resale of the shares of Class A Common
Stock underlying the Notes provided by Rule 144.

                  "PURCHASE MONEY INDEBTEDNESS" means Indebtedness (including
Acquired Debt, in the case of leases, Capital Lease Obligations, mortgage
financings and purchase money obligations) incurred for the purpose of financing
all or any part of the cost of the engineering, construction, installation,
acquisition, lease (other than pursuant to a sale or a leaseback of Existing
Assets), development or improvement of any Telecommunications Assets used by the
Company or any Restricted Subsidiary, in the case of Indebtedness incurred by
the Company or any Restricted Subsidiary, or any


                                       17
<Page>

Foreign Subsidiary in the case of Indebtedness incurred by any Foreign
Subsidiary, including any related notes, Guarantees, collateral documents,
instruments and agreements executed in connection therewith, as the same may be
amended, supplemented, modified or restated from time to time.

                  "QIB" means a "QUALIFIED INSTITUTIONAL BUYER" as defined in
Rule 144A.

                  "RECORD DATE" for the interest payable on any Interest Payment
Date means the March 1st or September 1st (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date.

                  "REGISTRAR" shall have the meaning assigned to it in Section
2.03.

                  "REGISTRATION RIGHTS AGREEMENT" means the Notes Registration
Rights Agreement, dated as of March 6, 2000, between the Company and the Initial
Purchaser, as amended by Amendment No. 1 to Notes Registration Rights Agreement,
dated as of the date hereof, as such agreement may be further amended,
supplemented or otherwise modified from time to time.

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

                  "REGULATED PERSON" means any "Bell operating company" or any
"AFFILIATE" of a Bell operating company, as such terms are defined in Section 3
of the Communications Act.

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

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

                  "REGULATORY RELIEF DATE" means, with respect to a Holder which
is a Regulated Person, the date on which such Regulated Person has obtained
pursuant to Section 271 of the Communications Act, the approval of the Federal
Communications Commission to provide InterLATA Services in all states that are,
with respect to such Regulated Person, In-Region States, such approval to be
either an affirmative approval or a waiver from the restrictions of the
Communications Act.

                  "RELATED PERSON" means any Person who controls, is controlled
by or is under common control with a Permitted Holder; PROVIDED, that for
purposes of this definition, "CONTROL" means the beneficial ownership of more
than 50% of the total voting power of a Person normally entitled to vote in the
election of directors, managers or trustees, as applicable, of a Person.

                  "REQUISITE COMPANY VOTE" means (i) the approval and
ratification of the issuance of shares of Class A Common Stock issuable upon the
conversion of the Notes by a majority of holders of Class A Common Stock and
Class B Common Stock, voting


                                       18
<Page>

as a single class, that are present in person or by proxy at a duly called
meeting of the Company's stockholders, or (ii) the 20th day following the proper
delivery by the Company under Regulation 14C under the Exchange Act of an
effective Information Statement meeting the requirements of Schedule 14C under
the Exchange Act that contains the requisite information describing the action
taken by the Stockholders' Consent.

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

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

                  "RESTRICTED GLOBAL NOTE" means a Global Note bearing the
Private Placement Legend and includes the 144A Global Notes, the IAI Global Note
and the Regulation S Global Note.

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

                  "RESTRICTED NOTE" means either a Restricted Definitive Note or
a Restricted Global Note.

                  "RESTRICTED SUBSIDIARY" of a Person means any Subsidiary of
the referent Person that is not an Unrestricted Subsidiary. Unless the context
specifically requires otherwise, Restricted Subsidiary means a direct or
indirect Restricted Subsidiary of the Company.

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

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

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

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

                  "SEC" means the Securities and Exchange Commission.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended
(or any successor Act), and the rules and regulations promulgated thereunder (or
respective successor thereto).

                  "SECURITY AGREEMENT" means that certain Pledge and Security
Agreement, dated as of the date hereof, among the Company, the Initial Purchaser
and Wilmington Trust Company, as trustee for the Holders of the Notes, as the
same may be amended, supplemented or otherwise modified from time to time.



                                       19
<Page>

                  "SECURITY DOCUMENTS" means the Depositary Agreement, the
Security Agreement, the Intercreditor Agreement and each other security
agreement, pledge agreement, mortgage, deed of trust, assignment agreement and
other instrument (including any Uniform Commercial Code financing statements)
being executed concurrently herewith or from time to time hereafter providing
for the grant of liens and security interests (or the recordation thereof) by
the Company in favor of the Trustee on the Collateral as collateral security for
the obligations of the Company.

                  "SENIOR CREDIT FACILITY" means that certain Note and Guarantee
Agreement, dated as of September 6, 2001, by and among the Company, the
guarantors party thereto and Citicorp USA, Inc., as Administrative Agent,
including any related notes, guarantees, collateral documents, instruments and
agreements executed in connection therewith, and in each case as amended,
modified, renewed, refunded, replaced or refinanced from time to time.

                  "SENIOR NOTES INDENTURES" means the 2008 Notes Indenture and
the 2009 Notes Indenture.

                  "SENIOR NOTES" means the Company's 10% Series B Senior Notes
due 2008 issued pursuant to the 2008 Notes Indenture and the Company's 10%
Series B Senior Notes due 2009 issued pursuant to the 2009 Notes Indenture.

                  "SENIOR SECURITY DOCUMENTS" shall have the meaning assigned to
such term in the Senior Credit Facility.

                  "SIGNIFICANT SUBSIDIARY" means any Subsidiary that would be a
"SIGNIFICANT SUBSIDIARY" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date hereof.

                  "SPECIAL RECORD DATE" for the payment of any defaulted
interest means a date fixed by the Trustee pursuant to Section 2.12 hereof.

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

                  "STM-1S" shall have the meaning assigned to such term in the
definition of "Basic System Payload Module" contained in the C&MA.

                  "STOCKHOLDERS' AGREEMENT" means the Amended and Restated
Stockholders' Agreement, dated as of the date hereof, by and among the Company,
the Initial Purchaser and the stockholders listed on Schedule I thereto, as such
agreement may be amended, supplemented or otherwise modified from time to time.



                                       20
<Page>

                  "STOCKHOLDERS' CONSENT" means that certain Written Consent in
Lieu of a Meeting of the Holders of Common Stock of the Company, dated as of the
date hereof, executed by Metromedia Company, John W. Kluge, Stuart Subotnick and
Stephen A. Garofalo and each of their respective Affiliates and Associates,
pursuant to which, among other things, such stockholders have approved and
ratified in all respects the Company's issuance of shares of Class A Common
Stock issuable upon the conversion of the Notes.

                  "SUBORDINATED INDEBTEDNESS" means Indebtedness of the Company
that is subordinated in right of payment by its terms or the terms of any
document or instrument or instrument relating thereto to the Notes, in any
respect.

                  "SUBSIDIARY" means, with respect to any Person, (i) any
corporation, association or other business entity of which more than 50% of the
total voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof is at the time owned or controlled, directly or indirectly, by
such Person or one or more of the other Subsidiaries of that Person (or a
combination thereof), and (ii) any partnership (a) the sole general partner or
the managing general partner of which is such Person or a Subsidiary of such
Person or (b) the only general partners of which are such Person or of one or
more Subsidiaries of such Person (or any combination thereof).

                  "TELECOMMUNICATIONS ASSETS" means all assets, rights
(contractual or otherwise) and properties, whether tangible or intangible, used
or intended for use in connection with a Telecommunications Business and the
Equity Interests of a Person engaged entirely or substantially entirely in a
Telecommunications Business.

                  "TELECOMMUNICATIONS BUSINESS" means the business of (i)
transmitting, or providing services relating to the transmission of, voice,
video or data through owned or leased transmission facilities, (ii)
constructing, creating, developing or marketing communications related network
equipment, software and other devices for use in a telecommunications business
or (iii) evaluating, participating or pursuing any other activity or opportunity
that is primarily related to those identified in (i) or (ii) above; PROVIDED
that the determination of what constitutes a Telecommunications Business shall
be made in good faith by the Board of Directors of the Company.

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

                  "TRADING DAY" means (a) if the applicable security is listed
or admitted for trading on the New York Stock Exchange or another national
security exchange, a day on which the New York Stock Exchange or another
national security exchange is open for business, (b) if the applicable security
is quoted on the Nasdaq National Market or another United States automated
interdealer quotation system, a day on which trades may be made thereon, or (c)
if the applicable security is not so listed, admitted for trading or quoted, any
day other than a Saturday or Sunday or a day on which banking institutions in
the State of New York or the State of Delaware are authorized or obligated by
law or executive order to close.



                                       21
<Page>

                  "TRANSFER" (including, with correlative meaning,
"Transferred") means any direct or indirect offer, sale, transfer, assignment,
exchange, grant of an option or right to purchase, hedge, short sale, pledge,
hypothecation, creation of an encumbrance, or other disposition of any kind
(including by operation of law or testamentary or intestate succession), or any
derivative transaction that has the effect of changing the economic benefits or
rights of ownership.

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

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

                  "UNRESTRICTED GLOBAL NOTE" means one or more Global Notes in
the form of EXHIBIT A attached hereto that bears the Global Note Legend and that
has the "SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE" attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

                  "UNRESTRICTED SUBSIDIARY" means (i) any Subsidiary of the
Company that is designated by the Board of Directors as an Unrestricted
Subsidiary pursuant to a Board Resolution; but only to the extent that such
Subsidiary at the time of such designation: (a) has no Indebtedness other than
Non-Recourse Debt; (b) is a Person with respect to which neither the Company nor
any of its Restricted Subsidiaries has any direct or indirect obligation to
maintain or preserve such Person's financial condition or to cause such Person
to achieve any specified levels of operating results; and (c) has not Guaranteed
or otherwise directly or indirectly provided credit support for any Indebtedness
of the Company or any of its Restricted Subsidiaries. Any such designation by
the Board of Directors shall be evidenced by filing with the Trustee a certified
copy of the Board Resolution giving effect to such designation and an Officers'
Certificate certifying that such designation complied with the foregoing
conditions and was permitted by the covenant described under Section 5.06
hereof. The Board of Directors of the Company may at any time designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; PROVIDED that such
designation shall be deemed to be an incurrence of Indebtedness by a Restricted
Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted
Subsidiary and such designation shall only be permitted if (i) such Indebtedness
is permitted under the covenant described under Section 5.08 hereof calculated
on a pro forma basis as if such designation had occurred at the beginning of the
applicable reference period, and (ii) no Default or Event of Default would be in
existence following such designation.

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

                  "VENDOR AGREEMENTS" shall have the meaning assigned to such
term in the Senior Credit Facility.



                                       22
<Page>

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

                  "WARRANT DOCUMENTS" means the Citicorp Warrant Agreement, the
warrants issued thereunder, the Citicorp Voting Agreement and the other
agreements, instruments and documents executed and delivered pursuant to the
Citicorp Warrant Agreement.

                  "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (i) the sum
of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment, by (ii) the then outstanding principal
amount of such Indebtedness.

                  "WHOLLY OWNED SUBSIDIARY" of any Person means a Subsidiary of
such Person all of the outstanding Capital Stock or other ownership interests of
which (other than directors' qualifying shares) shall at the time be owned by
such Person or by one or more Wholly Owned Subsidiaries of such Person.

                  Section 1.02. OTHER DEFINITIONS.

<Table>
<Caption>

         TERM                                              DEFINED IN SECTION
         ----                                              ------------------

<S>                                                               <C>
"Accepted Purchased Shares"                                       4.06
"Affiliate Transaction"                                           5.10
"Allocated Capacity Proceeds"                                     5.24
"Allocated Capacity Transfer"                                     5.24
"Asset Sale Offer"                                                5.09
"Authentication Order"                                            2.02
"Change of Control Offer"                                         5.14
"Change of Control Payment"                                       5.14
"Change of Control Payment Date"                                  5.14
"Closing Price"                                                   4.06
"Conversion Agent"                                                2.03
"Conversion Date"                                                 4.02
"Conversion Price"                                                4.01
"Conversion Shares"                                               4.06
"Covenant Defeasance"                                             9.03
"Current Market Price"                                            4.06
"Designation"                                                     5.06
"Distribution Date"                                               4.06
"DTC"                                                             2.03
"Excess Proceeds"                                                 5.09
"Events of Default"                                               7.01
"ex" date                                                         4.06
"Expiration Time"                                                 4.06


                                       23
<Page>

"Fair Market Value"                                               4.06
"incur"                                                           5.08
"Legal Defeasance"                                                9.02
"Offer Amount"                                                    3.08
"Offer Period"                                                    3.08
"Offer to Purchase"                                               5.24
"Paying Agent"                                                    2.03
"Permitted Indebtedness                                           5.08
"Purchase Date"                                                   3.08
"Purchased Shares"                                                4.06
"Reference Period"                                                5.08
"Registrar"                                                       2.03
"Restricted Payments"                                             5.06
"Revocation"                                                      5.06
"Rights"                                                          4.06
"Tender Expiration Time"                                          4.06
</Table>

                  Section 1.03. TRUST INDENTURE ACT DEFINITIONS.

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

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

                  "INDENTURE SECURITIES" means the Notes;

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

                  "INDENTURE TO BE QUALIFIED" means this Indenture;

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

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

                  All other terms used but not otherwise defined in this
Indenture that are defined by the TIA, defined by TIA reference to another
statute or defined by SEC rule under the TIA have the meanings so assigned to
them.

                  Section 1.04. RULES OF CONSTRUCTION.

                  Unless the context otherwise requires:

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

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

                  (3) "OR" is not exclusive;



                                       24
<Page>

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

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

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

                                   ARTICLE 2.

                                    THE NOTES

                  Section 2.01. FORM AND DATING; PAYMENT OF INTEREST.

                  (a) GENERAL.

                  The Notes and the Trustee's certificate of authentication
shall be substantially in the form of EXHIBIT A hereto. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or usage
or agreements to which the Company is subject. The Notes shall be in
denominations of $1,000 and integral multiples thereof. Each Note shall be dated
the date of its authentication and shall bear interest from its date of issue
and shall be payable semiannually on each March 15th and September 15th (each,
an "INTEREST PAYMENT Date"), commencing March 15, 2002, except as otherwise
specified on the faces of the Notes.

                  The person in whose name any Note (or its predecessor Note) is
registered at the close of business on any Record Date with respect to any
Interest Payment Date (including any Note that is converted after the Record
Date and on or before the Interest Payment Date) shall be entitled to receive
the interest payable on such Interest Payment Date notwithstanding the
cancellation of such Note upon any transfer, exchange or conversion subsequent
to the Record Date and prior to such Interest Payment Date. Interest may, at the
option of the Company, be paid by check mailed to the address of such person as
it appears on the Note register; PROVIDED that, with respect to any Holder of an
interest in any Global Note, interest on such Holder's Notes shall be paid by
wire transfer in immediately available funds to Cede & Co., the nominee of the
Depositary, as registered owner of the Global Notes.

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

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

                  (b) GLOBAL NOTES.



                                       25
<Page>

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

                  (c) EUROCLEAR AND CLEARSTREAM PROCEDURES APPLICABLE.

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

                  Section 2.02. DESIGNATION; AMOUNT AND ISSUE OF NOTES;
EXECUTION AND AUTHENTICATION.

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

                  The Notes shall be designated as "8.5% Senior Secured
Convertible Notes due 2011." Notes not to exceed the aggregate principal amount
of $50,000,000 upon the execution of this Indenture, or from time to time
thereafter, may be executed by the Company and delivered to the Trustee for
authentication, and the Trustee shall thereupon authenticate and make available
for delivery said Notes upon the written order (an "Authentication Order") of
the Company, signed by two Officers or one Officer and the Secretary or an
Assistant Secretary of the Company by manual or facsimile signature, without any
further action by the Company.

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

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

                  The Trustee may appoint an authenticating agent acceptable to
the Company to authenticate Notes. An authenticating agent may authenticate
Notes


                                       26
<Page>

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

                  Section 2.03. REGISTRAR AND PAYING AGENT.

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

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

                  The Company initially appoints the Trustee to act as the
Registrar, Paying Agent and Conversion Agent and to act as Note Custodian with
respect to the Global Notes and as agent for service of notice and demands.

                  The Trustee is authorized to enter into a letter of
representations with DTC in the form provided to the Trustee by the Company and
to act in accordance with such letter.

                  Section 2.04. PAYING AGENT TO HOLD MONEY IN TRUST.

                  Not later than each due date of principal, premium, if any,
and interest on the Notes, the Company shall deposit with the Paying Agent money
in immediately available funds sufficient to pay such principal, premium, if
any, and interest so becoming due. The Company shall require each Paying Agent
other than the Trustee to agree in writing that the Paying Agent will hold in
trust for the benefit of Holders or the Trustee all money held by the Paying
Agent for the payment of principal, or interest on the Notes, and will notify
the Trustee of any default by the Company in making any such payment. While any
such default continues, the Trustee may require a Paying Agent to pay all such
money held by it to the Trustee. The Company at any time may require a Paying
Agent to pay all such money held by it to the Trustee. Upon payment over to the
Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall have
no further liability for the money. If the Company or a Subsidiary acts as
Paying Agent, it shall segregate and hold in a separate trust fund for the
benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy
or reorganization proceedings relating to the Company, the Trustee shall serve
as Paying Agent for the Notes.



                                       27
<Page>

                  Section 2.05. HOLDER LISTS.

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

                  Section 2.06. TRANSFER AND EXCHANGE.

                  (a) TRANSFER AND EXCHANGE OF GLOBAL NOTES.

                  A Global Note may not be transferred as a whole except by the
Depositary to a nominee of the Depositary, by a nominee of the Depositary to the
Depositary or to another nominee of the Depositary, or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary. All Global Notes will be exchanged by the Company for Definitive
Notes if (i) the Company delivers to the Trustee a notice from the Depositary
that it is unwilling or unable to continue to act as Depositary or that it is no
longer a clearing agency registered under the Exchange Act and, in either case,
a successor Depositary is not appointed by the Company within 120 days after the
date of such notice from the Depositary or (ii) the Company in its sole
discretion determines that the Global Notes (in whole but not in part) should be
exchanged for Definitive Notes and delivers a written notice to such effect to
the Trustee. Upon the occurrence of either of the preceding events in (i) or
(ii) above, Definitive Notes shall be issued in such names as the Depositary
shall instruct the Trustee. Global Notes also may be exchanged or replaced, in
whole or in part, as provided in this Section 2.06 and Sections 2.07 and 2.10
hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a
Global Note or any portion thereof, pursuant to this Section 2.06 and Sections
2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and
shall be, a Global Note. A Global Note may not be exchanged for another Note
other than as provided in this Section 2.06(a); however, beneficial interests in
a Global Note may be transferred and exchanged as provided in this Section 2.06.

                  (b) TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN THE
GLOBAL NOTES.

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

                  (i) TRANSFER OF BENEFICIAL INTERESTS IN THE SAME GLOBAL NOTE.
Beneficial interests in any Restricted Global Note may be transferred to Persons
who take delivery thereof in the form of a beneficial interest in the same
Restricted Global


                                       28
<Page>

Note in accordance with the transfer restrictions set forth in the Private
Placement Legend; PROVIDED, HOWEVER, that prior to the expiration of the
Distribution Compliance Period, transfers of beneficial interests in the
Regulation S Global Note may not be made to a U.S. Person or for the account or
benefit of a U.S. Person (other than the Initial Purchaser). Beneficial
interests in any Unrestricted Global Note may be transferred to Persons who take
delivery thereof in the form of a beneficial interest in an Unrestricted Global
Note. No written orders or instructions shall be required to be delivered to the
Registrar to effect the transfers described in this Section 2.06(b)(i).

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

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

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

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

                  (C) if the transferee will take delivery in the form of a
         beneficial interest in the IAI Global Note, then the transferor must
         deliver a certificate in the form of Exhibit B hereto, including the
         certifications and certificates and Opinion of Counsel required by item
         (3) thereof, if applicable.



                                       29
<Page>

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

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

                  (B) the Registrar receives the following:

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

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

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

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

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

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

                  (i) Beneficial Interests in Restricted Global Notes to
Restricted Definitive Notes. If any holder of a beneficial interest in a
Restricted Global Note proposes to exchange such beneficial interest for a
Restricted Definitive Note or to transfer such beneficial interest to a Person
who takes delivery thereof in the form of a


                                       30
<Page>

Restricted Definitive Note, then, upon receipt by the Registrar of the following
documentation:

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

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

                  (C) if such beneficial interest is being transferred to a
         Non-U.S. Person in an offshore transaction in accordance with Rule 903
         or Rule 904, a certificate to the effect set forth in Exhibit B hereto,
         including the certifications in item (2) thereof;

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

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

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

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

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


                                       31
<Page>

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

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

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

                  (B) the Registrar receives the following:

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

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

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

                  (iii) BENEFICIAL INTERESTS IN UNRESTRICTED GLOBAL NOTES TO
UNRESTRICTED DEFINITIVE NOTES. If any holder of a beneficial interest in an
Unrestricted Global Note proposes to exchange such beneficial interest for a
Definitive Note or to transfer such beneficial interest to a Person who takes
delivery thereof in the form of a Definitive Note, then, upon satisfaction of
the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause
the aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 2.06(h) hereof, and the Company shall execute
and the Trustee shall authenticate and deliver to the Person designated in the
instructions a Definitive Note in the appropriate principal amount. Any
Definitive Note issued in exchange for a beneficial interest pursuant to this
Section 2.06(c)(iii) shall be registered in such name or names and in such
authorized denomination or denominations as the holder of such beneficial
interest shall instruct the Registrar through instructions from the Depositary
and the Participant or Indirect Participant. The


                                       32
<Page>

Trustee shall make available for delivery such Definitive Notes to the Persons
in whose names such Notes are so registered. Any Definitive Note issued in
exchange for a beneficial interest pursuant to this Section 2.06(c)(iii) shall
not bear the Private Placement Legend.

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

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

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

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

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

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

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

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

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



                                       33
<Page>

upon confirmation of such receipt, the Trustee shall cancel the Restricted
Definitive Note, increase or cause to be increased the aggregate principal
amount of, in the case of clause (A) above, the appropriate Restricted Global
Note, in the case of clause (B) above, the 144A Global Note, and in the case of
clause (C) above, the Regulation S Global Note, and in all other cases, the IAI
Global Note.

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

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

                  (B) the Registrar receives the following:

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

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

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

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

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



                                       34
<Page>

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

                  (e) TRANSFER AND EXCHANGE OF DEFINITIVE NOTES FOR DEFINITIVE
NOTES.

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

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

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

                  (B) if the transfer will be made pursuant to Rule 903 or Rule
         904, then the transferor must deliver a certificate in the form of
         Exhibit B hereto, including the certifications in item (2) thereof; and

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

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

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

                  (B) the Registrar receives the following:



                                       35
<Page>

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

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

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

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

                  (f) [Intentionally Omitted]

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

                  (i) PRIVATE PLACEMENT LEGEND.

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

         "THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR OTHER
         SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION
         HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
         ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
         UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
         REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND HEDGING
         TRANSACTIONS INVOLVING THESE NOTES MAY NOT BE CONDUCTED UNLESS IN
         COMPLIANCE WITH THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS
         ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A "QUALIFIED



                                       36
<Page>

         INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES
         ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING ITS NOTE IN AN
         "OFFSHORE TRANSACTION" PURSUANT TO RULE 903 OR 904 OF REGULATION S
         UNDER THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL "ACCREDITED
         INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a)(l), (2), (3) OR (7) OF
         RULE 501 UNDER THE SECURITIES ACT THAT IS PURCHASING FOR ITS OWN
         ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR
         FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN
         CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
         (2) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO YEARS
         (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(K) UNDER THE
         SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER
         OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS NOTE)
         OR THE LAST DAY ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY
         WAS THE OWNER OF ANY NOTE (OR ANY PREDECESSOR OF THIS NOTE) AND (Y)
         SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE
         "RESALE RESTRICTION TERMINATION DATE"), OFFER, SELL OR OTHERWISE
         TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY, (B) PURSUANT TO A
         REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
         SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE
         PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A
         "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE
         SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
         A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
         TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A INSIDE THE UNITED
         STATES, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR
         OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
         SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN
         THE MEANING OF SUBPARAGRAPH (a)(l), (2), (3) OR (7) OF RULE 501 UNDER
         THE SECURITIES ACT THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
         ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR FOR INVESTMENT
         PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH
         ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO
         ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
         SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM
         THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
         LEGEND; PROVIDED THAT THE COMPANY SHALL HAVE THE RIGHT PRIOR TO ANY
         SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D) OR (F) TO
         REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,


                                       37
<Page>

         CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT, AND (II) IN
         EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION OF
         TRANSFER IN THE FORM APPEARING IN THE INDENTURE GOVERNING THIS NOTE IS
         COMPLETE AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND
         WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
         RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS "OFFSHORE
         TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN
         TO THEM BY REGULATION S UNDER THE SECURITIES ACT."

                  (B) Notwithstanding the foregoing, any Global Note or
         Definitive Note issued pursuant to subparagraphs (b)(iv), (c)(ii),
         (c)(iii), (d)(ii), (d)(iii), (e)(ii) or (e)(iii) to this Section 2.06
         (and all Notes issued in exchange thereof or substitution thereof)
         shall not bear the Private Placement Legend.

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

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

                  (h) CANCELLATION AND/OR ADJUSTMENT OF GLOBAL NOTES.

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



                                       38
<Page>

                  (i) GENERAL PROVISIONS RELATING TO TRANSFERS AND EXCHANGES.

                  (i) To permit registrations of transfers and exchanges, the
Company shall, subject to the other provisions of this Section 2.06, execute and
the Trustee shall authenticate Global Notes and Definitive Notes upon the
Company's order or at the Registrar's request in accordance with the provisions
of Section 2.02 hereof.

                  (ii) No service charge shall be made to a holder of a
beneficial interest in a Global Note or to a Holder of a Definitive Note for any
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable
in connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchange or transfer pursuant to Sections 2.10,
3.06, 5.14 and 10.05 hereof).

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

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

                  (v) The Company shall not be required (A) to issue, to
register the transfer of or to exchange any Notes during a period beginning at
the opening of business 15 Business Days before the day of the mailing of a
notice of redemption or repurchase under Section 3.03 or 5.14 hereof, as
applicable, and ending at the close of business on such day, (B) to register the
transfer of or to exchange any Note so selected for redemption or repurchase in
whole or in part, except the unredeemed portion of any Note being redeemed or
repurchased in part or (C) to register the transfer of or to exchange a Note
between a Record Date and the next succeeding Interest Payment Date.

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

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

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

                  Section 2.07. REPLACEMENT NOTES.


                                       39
<Page>


                  If any mutilated Note is surrendered to the Trustee or the
Company and the Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Note, the Company shall issue and the Trustee,
upon receipt of an Authentication Order, shall authenticate a replacement Note
if the Trustee's requirements are met. If required by the Trustee or the
Company, an indemnity bond must be supplied by the Holder that is sufficient in
the reasonable judgment of the Trustee and the Company to protect the Company,
the Trustee, any Agent and any authenticating agent from any loss that any of
them may suffer if a Note is replaced. The Company may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto, and may charge for its expenses (including the fees and
expenses of the Trustee and reasonable attorneys' fees and expenses) in
replacing a Note.

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

                  If any mutilated, lost, stolen or destroyed Note has become or
is about to become due and payable, the Company, in its sole discretion, may,
instead of issuing a new Note, pay such Note.

                  Section 2.08. OUTSTANDING NOTES.

                  The Notes outstanding at any time are all the Notes
authenticated by the Trustee except for those cancelled by it, those delivered
to it for cancellation, those reductions in the interest in a Global Note
effected by the Trustee in accordance with the provisions hereof, and those
described in this Section 2.08 as not outstanding. A Note, or portion thereof,
does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note.

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

                  If the principal amount of any Note is considered paid under
Section 5.01 hereof, it ceases to be outstanding and interest on it ceases to
accrue.

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

                  Section 2.09. TREASURY NOTES.

                  In determining whether the Holders of the required aggregate
principal amount of Notes have concurred in any direction, waiver or consent,
Notes owned by the Company, or by any Subsidiary or Affiliate of the Company,
shall be considered as though not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes that the Trustee knows are so owned
shall be so disregarded.



                                       40
<Page>

                  Section 2.10. TEMPORARY NOTES.

                  Until certificates representing Notes are ready for delivery,
the Company may prepare and the Trustee, upon receipt of an Authentication
Order, shall authenticate temporary Notes. Temporary Notes shall be
substantially in the form of certificated Notes but may have variations that the
Company considers appropriate for temporary Notes and as shall be reasonably
acceptable to the Trustee. Without unreasonable delay, the Company shall prepare
and the Trustee shall authenticate definitive Notes in exchange for temporary
Notes. Holders of temporary Notes shall be entitled to all of the benefits of
this Indenture.

                  Section 2.11. CANCELLATION.

                  The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall destroy
canceled Notes (subject to the record retention requirements of the Exchange
Act). Certification of the destruction of all canceled Notes shall be delivered
to the Company. The Company may not issue new Notes to replace Notes that it has
paid or that have been delivered to the Trustee for cancellation.

                  Section 2.12. DEFAULTED INTEREST.

                  If the Company defaults in a payment of interest on the Notes,
it shall pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to the Persons who are
Holders on a subsequent Special Record Date, in each case at the rate provided
in the Notes and in Section 5.01 hereof. The Company shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note and
the date of the proposed payment. The Company shall fix or cause to be fixed
each such Special Record Date and payment date; PROVIDED that no such Special
Record Date shall be less than 10 days prior to the related payment date for
such defaulted interest. At least 15 days before the Special Record Date, the
Company (or, upon the written request of the Company, the Trustee in the name
and at the expense of the Company) shall mail or cause to be mailed to Holders a
notice that states the Special Record Date, the related payment date and the
amount of such interest to be paid. The defaulted interest shall be considered
paid upon deposit with the Trustee or the Paying Agent of an amount of money
equal to the aggregate amount proposed to be paid in respect of such defaulted
interest, and interest on such defaulted interest shall thereafter cease to
accrue from that date. The Company may make payment of any defaulted interest in
any other lawful manner not inconsistent with the requirements of any securities
exchange or other trading market on which the securities of the Company are
listed or traded, and upon such notice as may be required by such exchange or
trading market, if, after written notice given by the Company to the Trustee of
the proposed payment, such manner of payment shall be deemed practicable by the
Trustee.

                  Section 2.13. CUSIP NUMBERS.



                                       41
<Page>

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

                                   ARTICLE 3.

                            REDEMPTION AND PREPAYMENT

                  SECTION 3.01 NOTICES TO TRUSTEE.

                  If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee,
at least 45 days but not more than 60 days before a redemption date, an
Officers' Certificate setting forth (i) the clause of this Indenture pursuant to
which the redemption shall occur, (ii) the redemption date, (iii) the principal
amount of Notes to be redeemed, (iv) the redemption price, and (v) the CUSIP
numbers of the Notes to be redeemed.

                  SECTION 3.02 SELECTION OF NOTES TO BE REDEEMED

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

                  The Trustee shall promptly notify the Company in writing of
the Notes selected for redemption and, in the case of any Note selected for
partial redemption, the principal amount thereof to be redeemed. Notes and
portions of Notes selected shall be in amounts of $1,000 or whole multiples of
$1,000; PROVIDED, HOWEVER, that if all of the Notes of a Holder are to be
redeemed, the entire outstanding amount of Notes held by such Holder, even if
not a multiple of $1,000, shall be redeemed. Except as provided in the preceding
sentence, provisions of this Indenture that apply to Notes called for redemption
also apply to portions of Notes called for redemption.



                                       42
<Page>

                  SECTION 3.03 NOTICE OF REDEMPTION

                  Subject to the provisions of Section 3.09 hereof, at least 45
days but not more than 60 days before a redemption date, the Company shall mail
or cause to be mailed, by first class mail, a notice of redemption to each
Holder whose Notes are to be redeemed at such Holder's registered address.

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

                  (a) the redemption date;

                  (b) the redemption price;

                  (c) the CUSIP numbers of the Notes;

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

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

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

                  (g) that, unless the Company defaults in making such
redemption payment, interest on Notes called for redemption ceases to accrue on
and after the redemption date;

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

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

                  At the Company's written request, the Trustee shall give the
notice of redemption in the Company's name and at its expense; PROVIDED,
HOWEVER, that the Company shall have delivered to the Trustee, at least 50 days
prior to the redemption date, an Officers' Certificate requesting that the
Trustee give such notice and setting forth the information to be stated in such
notice as provided in the preceding paragraph.

                  SECTION 3.04 EFFECT OF NOTICE OF REDEMPTION

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

                  SECTION 3.05 DEPOSIT OF REDEMPTION PRICE



                                       43
<Page>

                  Prior to 11:00 a.m., New York City time on the redemption
date, the Company shall deposit with the Trustee or with the Paying Agent money
sufficient to pay the redemption price of and accrued interest on all Notes to
be redeemed on that date. The Trustee or the Paying Agent shall promptly return
to the Company any money deposited with the Trustee or the Paying Agent by the
Company in excess of the amounts necessary to pay the redemption price of, and
accrued interest on, all Notes to be redeemed.

                  If the Company complies with the provisions of the preceding
paragraph, on and after the redemption date, interest shall cease to accrue on
the Notes or the portions of Notes called for redemption. If a Note is redeemed
on or after a Record Date but on or prior to the related Interest Payment Date,
then any accrued and unpaid interest shall be paid to the Person in whose name
such Note was registered at the close of business on such Record Date. If any
Note called for redemption shall not be so paid upon surrender for redemption
because of the failure of the Company to comply with the preceding paragraph,
interest shall be paid on the unpaid principal, from the redemption date until
such principal is paid, and to the extent lawful on any interest not paid on
such unpaid principal, in each case at the rate provided in the Notes and in
Section 5.01 hereof.

                  SECTION 3.06 NOTES REDEEMED IN PART

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

                  SECTION 3.07 OPTIONAL REDEMPTION

                  (a) The Notes shall not be redeemable at the Company's option
prior to September 15, 2006. Thereafter, the Notes shall be subject to
redemption at any time at the option of the Company, in whole or in part, upon
not less than 45 nor more than 60 days' notice, at the redemption prices
(expressed as percentages of principal amount) set forth below, plus accrued and
unpaid interest thereon to the applicable redemption date (subject to the right
of Holders of record on the relevant Record Date to receive interest due on the
relevant Interest Payment Date), if redeemed during the twelve-month period
beginning on September 15 (September 17 for the year 2007) of the years
indicated below:

<Table>
<Caption>

                                                                PERCENTAGE OF
YEAR                                                           PRINCIPAL AMOUNT
----                                                           ----------------
<S>                                                               <C>
2006..........................................................    104.250%
2007..........................................................    103.190%
2008..........................................................    102.130%
2009..........................................................    101.060%
2010 and thereafter...........................................    100.000%
</Table>


                                       44
<Page>

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

                  SECTION 3.08 APPLICATION OF EXCESS PROCEEDS OR ALLOCATED
CAPACITY PROCEEDS.

                  In the event that, pursuant to Section 5.09 or Section 5.24
hereof, the Company shall be required to commence an Asset Sale Offer or an
Offer to Purchase, respectively, it shall follow the procedures specified below.

                  The Asset Sale Offer or Offer to Purchase, as the case may be,
shall remain open for a period of 20 Business Days following its commencement
and no longer, except to the extent that a longer period is required by
applicable law (the "OFFER PERIOD"). No later than five Business Days after the
termination of the Offer Period (the "PURCHASE DATE"), the Company shall
purchase the principal amount of Notes required to be purchased pursuant to
Section 5.09 or Section 5.24 hereof (the "OFFER AMOUNT") or, if less than the
Offer Amount has been tendered, all Notes tendered in response to the Asset Sale
Offer or Offer to Purchase, as applicable. Payment for any Notes so purchased
shall be made in the same manner as interest payments are made.

                  If the Purchase Date is on or after a Record Date and on or
before the related Interest Payment Date, any accrued and unpaid interest shall
be paid to the Person in whose name a Note is registered at the close of
business on such Record Date, and no additional interest shall be payable to
Holders who tender Notes pursuant to the Asset Sale Offer or Offer to Purchase,
as applicable.

                  Upon the commencement of an Asset Sale Offer or Offer to
Purchase, as applicable, the Company shall send, by first class mail, a notice
to the Trustee and each of the Holders. The notice shall contain all
instructions and materials necessary to enable such Holders to tender Notes
pursuant to the Asset Sale Offer or Offer to Purchase, as applicable. The Asset
Sale Offer or Offer to Purchase, as applicable, shall be made to all Holders.
The notice, which shall govern the terms of the Asset Sale Offer or Offer to
Purchase, as applicable, shall state:

                  (a) that the Asset Sale Offer or Offer to Purchase, as
applicable, is being made pursuant to this Section 3.08 and Section 5.09 or
5.24, as the case may be, hereof and the length of time the Asset Sale Offer or
Offer to Purchase, as applicable, shall remain open;

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

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

                  (d) that, unless the Company defaults in making such payment,
any Note accepted for payment pursuant to the Asset Sale Offer or Offer to
Purchase, as applicable, shall cease to accrue interest after the Purchase Date;



                                       45
<Page>

                  (e) that Holders electing to have a Note purchased pursuant to
an Asset Sale Offer or Offer to Purchase, as applicable, may only elect to have
all of such Note purchased and may not elect to have only a portion of such Note
purchased;

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

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

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

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

                  On or before 10:00 a.m. New York City time on the Purchase
Date, the Company shall, to the extent lawful, accept for payment, on a pro rata
basis to the extent necessary, the Offer Amount or portions thereof tendered
pursuant to the Asset Sale Offer, or Offer to Purchase, as applicable, or if
less than the Offer Amount has been tendered, all Notes tendered, and shall
deliver to the Trustee an Officers' Certificate stating that such Notes or
portions thereof were accepted for payment by the Company in accordance with the
terms of this Section 3.08. The Company, the Depositary or the Paying Agent, as
the case may be, shall promptly (but in any case not later than five days after
the Purchase Date) mail or deliver to each tendering Holder an amount equal to
the purchase price of the Notes tendered by such Holder and accepted by the
Company for purchase, and the Company shall promptly issue a new Note, and the
Trustee, upon written request from the Company, shall authenticate and mail or
deliver such new Note to such Holder, in a principal amount equal to any
unpurchased portion of the Note surrendered. Any Note not so accepted shall be
promptly mailed or delivered by the Company to the Holder thereof. The Company
shall publicly announce the results of the Asset Sale Offer or Offer to
Purchase, as applicable, on the Purchase Date.

                  Other than as specifically provided in this Section 3.08, any
purchase pursuant to this Section 3.08 shall be made pursuant to the provisions
of Sections 3.01 through 3.06 hereof.



                                       46
<Page>

                  SECTION 3.09 MANDATORY REDEMPTION

                  Except as set forth in this Section 3.09, the Company shall
not be required to make mandatory redemption or sinking fund payments with
respect to the Notes. If (A) the Requisite Company Vote has not been received by
the date that is six months after the date hereof or (B) for any reason the C&MA
Assignment is deemed to be an invalid or ineffective assignment under the terms
of the C&MA, each Holder of the Notes will have the right to require the Company
to purchase all of such Holder's Notes at a purchase price in cash equal to 101%
of the aggregate principal amount thereof plus accrued and unpaid interest
thereon to the date of purchase (subject to the right of Holders of record on
the relevant Record Date to receive interest due on the relevant Interest
Payment Date). Any purchase pursuant to this Section 3.09 shall be made pursuant
to the provisions of Sections 3.01 through 3.06 hereof.

                                   ARTICLE 4.

                                   CONVERSION

                  Section 4.01. CONVERSION PRIVILEGE

                  Subject to the further provisions of this Section 4.01, from
and after the time that the Requisite Company Vote is obtained, a Holder of a
Note may convert such Note at the Conversion Price (as hereinafter defined) then
in effect into Class A Common Stock (i) at any time after the Regulatory Relief
Date, if at such time such Holder is a Regulated Person, or (ii) at any time, if
such Holder is not a Regulated Person; PROVIDED, HOWEVER, that the Initial
Purchaser or any of its Affiliates or any Holder that acquires Notes pursuant to
any Transfer other than pursuant to a Public Resale may not convert such Note
if, after giving effect to such conversion, such Holder would be deemed to be an
"affiliate" as that term is defined in, and for the purposes of, either of the
Franchise Agreements; and PROVIDED, FURTHER, that, if such Note is called for
redemption pursuant to Article 3, such conversion right shall terminate at the
close of business on the Business Day immediately preceding the redemption date
for such Note (unless the Company shall default in making the redemption payment
when due, in which case the conversion right shall terminate at the close of
business on the date such default is cured and such Note is redeemed); and
PROVIDED, FURTHER, that, if the Holder of a Note tenders such Note pursuant to a
Change of Control Offer, such Note may only be converted if such Holder properly
withdraws its election to participate in the Change of Control Offer prior to
consummation of the Change of Control Offer. The number of shares of Class A
Common Stock issuable upon conversion of a Note shall be determined by dividing
the principal amount of the Note or portion thereof surrendered for conversion
by the Conversion Price in effect on the Conversion Date. The initial conversion
price is $0.53875 and is subject to adjustment or voluntary reduction as
provided in this Article 4 (the "CONVERSION PRICE").

                  A Holder may convert a portion of a Note equal to $1,000 or
any integral multiple thereof. Provisions of this Agreement that apply to
conversion of all of a Note also apply to conversion of a portion of a Note.



                                       47
<Page>

                  A Holder of Notes is not entitled to any rights of a holder of
Class A Common Stock until such Holder has converted its Notes to Class A Common
Stock, and only to the extent such Notes are deemed to have been converted into
Class A Common Stock pursuant to this Article 4.

                  Section 4.02. CONVERSION PROCEDURE

                  To convert a Note, a Holder must (a) complete and manually
sign the conversion notice on the back of the Note and deliver such notice to
the Conversion Agent; (b) surrender the Note to the Conversion Agent, (c)
furnish appropriate endorsements and transfer documents if required by the
Registrar or the Conversion Agent, and (d) pay any transfer or similar tax, if
required pursuant to Section 4.04 hereof. The date on which the Holder satisfies
all of those requirements is the "CONVERSION DATE." As soon as practicable after
the Conversion Date, the Company shall deliver to the Holder through the
Conversion Agent a certificate for the number of whole shares of Class A Common
Stock issuable upon the conversion, payment for accrued interest on such Note to
the extent required by this Section 4.02 and cash in lieu of any fractional
shares pursuant to Section 4.03. The Company may, at any time and as a condition
to delivering such shares of Class A Common Stock, require any Holder to deliver
a representation and warranty made to the Company and an officer's certificate
certifying as to whether or not such Holder is a Regulated Person as of the
Conversion Date and certifying the number of issued and outstanding shares of
Common Stock "Beneficially Owned" (as defined in Rule 13d-3 under the Exchange
Act) by such Holder as of the Conversion Date. The Company may also rely upon
the stock ledger and corporate records of the Company. The Trustee shall have no
obligation to make any such determination.

                  The person in whose name the certificate is registered shall
be deemed to be a shareholder of record on the Conversion Date; PROVIDED,
HOWEVER, that no surrender of a Note on any date when the stock transfer books
of the Company shall be closed shall be effective to constitute the person or
persons entitled to receive the shares of Class A Common Stock upon such
conversion as the record holder or holders of such shares of Class A Common
Stock on such date, but such surrender shall be effective to constitute the
person or persons entitled to receive such shares of Class A Common Stock as the
record holder or holders thereof for all purposes at the close of business on
the next succeeding day on which such stock transfer books are open; and
PROVIDED, FURTHER, that such conversion shall be at the Conversion Price in
effect on the Conversion Date as if the stock transfer books of the Company had
not been closed. Upon conversion of a Note, such person shall no longer be a
Holder of such Note.

                  If any Holder surrenders a Note for conversion after the close
of business on the Record Date for the payment of an installment of interest and
before the close of business on the related Interest Payment Date, the Company
shall pay accrued interest through the Conversion Date to the Holder of such
Note on such Record Date.

                  If a Holder converts more than one Note at the same time, the
number of shares of Class A Common Stock issuable upon the conversion shall be
based on the aggregate principal amount of Notes converted.



                                       48
<Page>

                  Upon surrender of a Note that is converted in part, the
Company shall execute, and the Trustee shall authenticate and deliver to the
Holder, a new Note equal in principal amount to the unconverted portion of the
Note surrendered.

                  Section 4.03. FRACTIONAL SHARES

                  The Company will not issue fractional shares of Class A Common
Stock upon conversion of Notes. In lieu thereof, the Company will pay an amount
in cash based upon the Closing Price of the Class A Common Stock on the Trading
Day immediately prior to the Conversion Date.

                  Section 4.04. TAXES ON CONVERSION

                  If a Holder converts a Note, the Company shall pay any
documentary, stamp or similar issue or transfer tax due on the issue of shares
of Class A Common Stock upon such conversion. However, the Holder shall pay any
such tax which is due because the Holder requests the shares to be issued in a
name other than the Holder's name. The Conversion Agent may refuse to deliver
the certificate representing the Class A Common Stock being issued in a name
other than the Holder's name until the Conversion Agent receives a sum
sufficient to pay any tax which will be due because the shares are to be issued
in a name other than the Holder's name. Nothing herein shall preclude any tax
withholding required by law or regulation.

                  Section 4.05. COMPANY TO PROVIDE STOCK

                  The Company shall, prior to issuance of any Notes hereunder,
and from time to time as it may be necessary, reserve, out of its authorized but
unissued Class A Common Stock, a sufficient number of shares of Class A Common
Stock to permit the conversion of all outstanding Notes into shares of Class A
Common Stock.

                  All shares of Class A Common Stock delivered upon conversion
of the Notes shall be newly issued shares or treasury shares, shall be duly
authorized, validly issued, fully paid and nonassessable and shall be free from
preemptive rights and free of any Lien or adverse claim.

                  The Company will endeavor promptly to comply with all federal
and state securities laws regulating the offer and delivery of shares of Class A
Common Stock upon conversion of Notes, if any, and will list or cause to have
quoted such shares of Class A Common Stock on each national securities exchange
or in the over-the-counter market or such other market on which the Class A
Common Stock is then listed or quoted.

                  Section 4.06. ADJUSTMENT OF CONVERSION PRICE.

                  The Conversion Price shall be adjusted from time to time by
the Company as follows:

                  (a) In case the Company shall (i) pay a dividend in shares of
Class A Common Stock to the holders of the Class A Common Stock, (ii) make a
distribution in shares of Class A Common Stock to the holders of the Class A
Common Stock, (iii)


                                       49
<Page>

subdivide or split its outstanding Class A Common Stock into a larger number of
shares, or (iv) combine its outstanding Class A Common Stock into a smaller
number of shares, the Conversion Price in effect immediately prior thereto shall
be adjusted so that the Holder of any Note thereafter surrendered for conversion
shall be entitled to receive that number of shares of Class A Common Stock which
it would have owned or been entitled to receive had such Note been converted
immediately prior to the happening of such event. An adjustment made pursuant to
this subsection (a) shall become effective as of the close of business on the
record date in the case of a dividend in shares or distribution and shall become
effective as of the close of business on the effective date in the case of a
subdivision, split or combination.

                  (b) In case (i) the Company shall issue rights or warrants to
all or substantially all holders of its Class A Common Stock entitling them (for
a period commencing no earlier than the record date described below and expiring
not more than 60 days after such record date) to subscribe for or purchase
shares of Class A Common Stock (or securities convertible into Class A Common
Stock) at a price per share less than the Current Market Price per share of
Class A Common Stock (as determined in accordance with subsection (g) of this
Section 4.06) at the record date for the determination of shareholders entitled
to receive such rights or warrants or (ii) the Company shall sell or issue any
Class A Common Stock and the consideration per share of Class A Common Stock to
be paid upon such issuance or subscription is more than 5% less than the Current
Market Price per share of Class A Common Stock or the Company shall sell or
issue warrants, rights or other convertible securities to subscribe for or
purchase shares of Class A Common Stock at a price per share more than 5% less
than the Current Market Price per share of Class A Common Stock (each as
determined in accordance with subsection (g) of this Section 4.06) on the date
of such sale or issuance, the Conversion Price in effect as of the close of
business on the record date thereto shall be adjusted so that the same shall
equal the price determined by multiplying the Conversion Price in effect on the
record date by a fraction of which the numerator shall be the number of shares
of Class A Common Stock outstanding on such record date, plus the number of
shares which the aggregate offering price of the total number of shares of Class
A Common Stock so offered (or the aggregate conversion price of the convertible
securities so offered) would purchase at such Current Market Price, and of which
the denominator shall be the number of shares of Class A Common Stock
outstanding on such record date plus the number of additional shares of Class A
Common Stock offered (or into which the convertible securities so offered are
convertible). Such adjustment shall be made successively whenever any such
rights, warrants or convertible securities are issued, and shall become
effective as of the close of business on such record date. If at the end of the
period during which such rights or warrants are exercisable not all rights or
warrants shall have been exercised, the adjusted Conversion Price shall be
immediately readjusted to what it would have been based upon the number of
additional shares of Class A Common Stock actually issued (or the number of
shares of Class A Common Stock issuable upon conversion of convertible
securities actually issued).

                  (c) In case the Company shall, by dividend or otherwise,
distribute to all holders of its Common Stock, cash (excluding (x) any regular
cash dividend on the Common Stock to the extent that the aggregate cash dividend
per share of Common


                                       50
<Page>

Stock in any four fiscal quarters does not exceed the greater of (A) the amount
per share of Common Stock of the cash dividend on the Common Stock for the
preceding four fiscal quarters to the extent that such dividend for the
preceding four fiscal quarters did not require any adjustment of the Conversion
Price pursuant to this Section 4.06(c) (as adjusted to reflect subdivisions or
combinations of the Common Stock), and (B) 3.75% of the arithmetic average of
the Closing Prices (as set forth in Section 4.06(g)) during the ten Trading Days
immediately prior to the date of declaration of such dividend, (y) any dividend
or distribution in connection with the liquidation, dissolution or winding up of
the Company, whether voluntary or involuntary, and (z) any cash that is
distributed as part of a distribution requiring a Conversion Price adjustment
pursuant to Section 4.06(e)), then, in such case, the Conversion Price shall be
decreased so that the same shall equal the price determined by multiplying the
Conversion Price in effect immediately prior to the close of business on the
record date of such action by a fraction of which the numerator shall be the
Current Market Price of the Class A Common Stock on such record date less the
amount of cash so distributed (and not excluded as provided above) applicable to
one share of Common Stock and the denominator shall be the Current Market Price
of the Class A Common Stock on such record date, such decrease shall be
effective immediately prior to the opening of business on the day following the
record date of such action; PROVIDED, HOWEVER, that in the event the portion of
cash so distributed applicable to one share of Common Stock is equal to or
greater than the Current Market Price of the Class A Common Stock on such record
date, in lieu of the foregoing adjustment, adequate provision shall be made so
that each Holder shall have the right to receive upon conversion the amount of
cash such Holder would have received had such Holder converted each Note on the
record date. In the event that such dividend or distribution is not so paid or
made, the Conversion Price shall again be adjusted to be the Conversion Price
which would then be in effect if such dividend or distribution had not been
declared. If any adjustment is required to be made as set forth in this Section
4.06(c) as a result of a distribution that is a regular dividend, such
adjustment shall be based upon the amount by which such distribution exceeds the
amount of the regular cash dividend permitted to be excluded pursuant hereto. If
an adjustment is required to be made as set forth in this Section 4.06(c) above
as a result of a distribution that is not a regular dividend, such adjustment
shall be based upon the full amount of the distribution.

                  (d) In case a tender or exchange offer made by the Company or
any Subsidiary of the Company for all or any portion of the Common Stock shall
expire and such tender or exchange offer (as amended upon the expiration
thereof) shall require the payment to stockholders of consideration per share of
Common Stock having a fair market value (as determined by the Board of
Directors, whose determination shall be conclusive and described in a Board
Resolution) that, as of the last time (the "EXPIRATION TIME") tenders or
exchanges may be made pursuant to such tender or exchange offer (as it may be
amended), exceeds the Current Market Price of the Class A Common Stock on the
Trading Day next succeeding the Expiration Time, the Conversion Price shall be
decreased so that the same shall equal the price determined by multiplying the
Conversion Price in effect immediately prior to the Expiration Time by a
fraction of which the numerator shall be the product of the number of Class A
Common Stock outstanding (including any tendered or exchanged shares) on the
Expiration Time multiplied by the Current Market Price of the Class A Common
Stock on the Trading Day next succeeding the Expiration Time, less the fair
market value (determined as


                                       51
<Page>

aforesaid) of the aggregate consideration payable to stockholders based on the
acceptance (up to any maximum specified in the terms of the tender or exchange
offer) of all shares validly tendered or exchanged and not withdrawn as of the
Expiration Time (the shares deemed so accepted, up to any such maximum, being
referred to as the "PURCHASED SHARES") and the denominator shall be the product
of the number of Class A Common Stock outstanding (less any Purchased Shares) on
the Expiration Time and the Current Market Price of the Class A Common Stock on
the Trading Day next succeeding the Expiration Time, such reduction to become
effective immediately prior to the opening of business on the day following the
Expiration Time. In the event that the Company is obligated to purchase shares
pursuant to any such tender or exchange offer, but the Company is permanently
prevented by applicable law from effecting any such purchases or all such
purchases are rescinded, the Conversion Price shall again be adjusted to be the
Conversion Price which would then be in effect if such tender or exchange offer
has not been made.

                  (e) In case the Company shall distribute to all or
substantially all holders of its Class A Common Stock any shares of capital
stock of the Company (other than Class A Common Stock), evidences of
indebtedness or other non-cash assets (including securities of any Person), or
shall distribute to all holders of its Class A Common Stock rights or warrants
to subscribe for or purchase any of its securities (excluding those referred to
in subsection (b) of this Section 4.06), then in each such case the Conversion
Price shall be adjusted so that the same shall equal the price determined by
multiplying the Conversion Price in effect as of the close of business on the
record date for such distribution by a fraction of which the numerator shall be
the Current Market Price of the Class A Common Stock on the record date
mentioned below less the fair market value on such record date (as reasonably
determined by the Board of Directors, whose determination shall be conclusive
evidence of such fair market value and set forth in a Board Resolution delivered
to the Trustee in an Officers' Certificate) of the portion of the capital stock,
evidences of indebtedness or other assets so distributed or of such rights or
warrants applicable to one share of Class A Common Stock (determined on the
basis of the number of shares of Class A Common Stock outstanding on the record
date), and of which the denominator shall be the Current Market Price per share
(as determined in accordance with subsection (g) of this Section 4.06) of the
Class A Common Stock on such record date. Such adjustment shall become effective
as of the close of business on the record date for the determination of
shareholders entitled to receive such distribution. Notwithstanding the
foregoing, in the event that the Company shall distribute rights or warrants
(other than those referred to in subsection (b) of this Section 4.06) ("RIGHTS")
pro rata to holders of Class A Common Stock, the Company may, in lieu of making
any adjustment pursuant to this Section 4.06, make proper provision so that each
holder of a Note who converts such Note (or any portion thereof) after the
record date for such distribution and prior to the expiration or redemption of
the Rights shall be entitled to receive upon such conversion, in addition to the
shares of Class A Common Stock issuable upon such conversion (the "CONVERSION
SHARES"), a number of Rights to be determined as follows: (i) if such conversion
occurs on or prior to the date for the distribution to the holders of Rights of
separate certificates evidencing such Rights (the "DISTRIBUTION DATE"), the same
number of Rights to which a holder of a number of shares of Class A Common Stock
equal to the number of Conversion Shares is entitled at the time of such
conversion in accordance with the terms and provisions of and applicable to


                                       52
<Page>

the Rights and (ii) if such conversion occurs after the Distribution Date, the
same number of Rights to which a holder of the number of shares of Class A
Common Stock into which the principal amount of the Note so converted was
convertible as of the close of business on the Distribution Date would have been
entitled on the Distribution Date in accordance with the terms and provisions of
and applicable to the Rights.

                  (f) In case of a tender or exchange offer made by a Person
other than the Company or any Subsidiary of the Company for an amount which
increases the offeror's ownership of Class A Common Stock to more than 35% of
the Class A Common Stock outstanding and shall involve the payment by such
Person of consideration per share of Class A Common Stock having a fair market
value (as determined by the Board of Directors, whose determination shall be
conclusive, and described in a Board Resolution) at the last time (the "TENDER
EXPIRATION TIME") tenders or exchanges may be made pursuant to such tender or
exchange offer (as it shall have been amended) that exceeds the Current Market
Price per share of the Class A Common Stock on the Trading Day next succeeding
the Tender Expiration Time, and in which, as of the Tender Expiration Time, the
Board of Directors is not recommending rejection of the offer, the Conversion
Price shall be decreased so that the same shall equal the price determined by
multiplying the Conversion Price in effect immediately prior to the Tender
Expiration Time by a fraction of which the numerator shall be the number of
shares of Class A Common Stock outstanding (including any tendered or exchanged
shares) at the Tender Expiration Time multiplied by the Current Market Price of
the Class A Common Stock on the Trading Day next succeeding the Tender
Expiration Time and the denominator shall be the sum of (x) the fair market
value (determined as aforesaid) of the aggregate consideration payable to
stockholders based on the acceptance (up to any maximum specified in the terms
of the tender or exchange offer) of all shares validly tendered or exchanged and
not withdrawn as of the Tender Expiration Time (the shares deemed so accepted,
up to any such maximum, being referred to as the "ACCEPTED PURCHASED SHARES")
and (y) the product of the number of shares of Class A Common Stock outstanding
(less any Accepted Purchased Shares) at the Tender Expiration Time and the
Current Market Price of the Class A Common Stock on the Trading Day next
succeeding the Tender Expiration Time, such decrease to become effective
immediately prior to the opening of business on the day following the Tender
Expiration Time. In the event that such Person is obligated to purchase shares
pursuant to any such tender or exchange offer, but such Person is permanently
prevented by applicable law from effecting any such purchases or all such
purchases are rescinded, the Conversion Price shall again be adjusted to be the
Conversion Price which would then be in effect if such tender or exchange offer
had not been made. Notwithstanding the foregoing, the adjustment described in
this Section 4.06(f) shall not be made if: (a) as of the Tender Expiration Time,
the offering documents with respect to such offer disclose a plan or intention
to cause the Company to engage in any transaction described in Article 6; or (b)
the Initial Purchaser or any of its Affiliates do not beneficially own all of
the Notes.

                  (g) For purposes of this Section 4.06, the following terms
shall have the meaning indicated:

                  (i) "CLOSING PRICE" with respect to any securities on any date
shall mean the closing sale price, regular way, on such day or, in case no such
sale takes


                                       53
<Page>

place on such day, the average of the reported closing bid and asked prices,
regular way, in each case on the New York Stock Exchange, or, if such security
is not listed or admitted to trading on such Exchange, on the principal security
exchange or quotation system in the United States on which such security is
quoted or listed or admitted to trading, or, the average of the closing bid and
asked prices of such security on the over-the-counter market on the day in
question as reported by the Nasdaq National Market or a similar generally
accepted reporting service, or if not so available, in such manner as furnished
by any New York Stock Exchange member firm selected from time to time by the
Board of Directors for that purpose, or a price determined in good faith by the
Board of Directors or, to the extent permitted by applicable law, a duly
authorized committee thereof, whose determination shall be conclusive.

                  (ii) "CURRENT MARKET PRICE" shall mean the average of the
daily Closing Prices per share of Class A Common Stock for the ten consecutive
Trading Days immediately prior to the date in question; PROVIDED, HOWEVER, that
(A) if the "ex" date (as hereinafter defined) for any event (other than the
issuance or distribution requiring such computation) that requires an adjustment
to the Conversion Price pursuant to this Section 4.06 occurs during such ten
consecutive Trading Days, the Closing Price for each Trading Day prior to the
"ex" date for such other event shall be adjusted by multiplying such Closing
Price by the fraction by which the Conversion Price is so required to be
adjusted as a result of such other event, and (B) if the "ex" date for any event
(other than the issuance or distribution requiring such computation) that
requires an adjustment to the Conversion Price pursuant to Section 4.06(a), (b),
(c), (d) or (e) occurs on or after the "ex" date for the issuance or
distribution requiring such computation and prior to the day in question, the
Closing Price for each Trading Day on and after the "ex" date for such other
event shall be adjusted by multiplying such Closing Price by the same fraction
by which the Conversion Price is so required to be adjusted as a result of such
other event, and (C) if the "ex" date for the issuance or distribution requiring
such computation is prior to the day in question, after taking into account any
adjustment required pursuant to clause (A) or (B) of this proviso, the Closing
Price for each Trading Day on or after such "ex" date shall be adjusted by
adding thereto the amount of any cash and the Fair Market Value (as determined
by the Board of Directors in a manner consistent with any determination of such
value for purposes of Section 4.06(d), (e) or (f), whose determination shall be
conclusive and described in a resolution of the Board of Directors) of the
evidences of indebtedness, shares of capital stock or assets being distributed
applicable to one share of Class A Common Stock as of the close of business on
the day before such "ex" date. For purposes of any computation under Section
4.06(f), the Current Market Price of the Class A Common Stock on any date shall
be deemed to be the average of the daily Closing Prices per share of Class A
Common Stock for such day and the next two succeeding Trading Days; PROVIDED,
HOWEVER, that if the "ex" date for any event (other than the tender or exchange
offer requiring such computation) that requires an adjustment to the Conversion
Price pursuant to Section 4.06(a), (b), (c), (d), (e) or (f) (occurs on or after
the Expiration Time or Tender Expiration Time, as the case may be, for the
tender or exchange offer requiring such computation and prior to the day in
question, the Closing Price for each Trading Day on and after the "ex" date for
such other event shall be adjusted by multiplying such Closing Price by the same
fraction by which the Conversion Price is so required to be adjusted as a result
of such other event. For purposes of this paragraph, the term "EX" DATE, (1)
when used with respect to any


                                       54
<Page>

issuance or distribution, means the first date on which the Class A Common Stock
trades regular way on the relevant exchange or in the relevant market from which
the Closing Price was obtained without the right to receive such issuance or
distribution, (2) when used with respect to any subdivision or combination of
shares of Class A Common Stock, means the first date on which the Class A Common
Stock trades regular way on such exchange or in such market after the time at
which such subdivision or combination becomes effective, and (3) when used with
respect to any tender or exchange offer, means the first date on which the Class
A Common Stock trades regular way on such exchange or in such market after the
Expiration Time or Tender Expiration Time, as the case may be, of such offer.

                  (iii) "FAIR MARKET VALUE" shall mean the amount which a
willing buyer would pay a willing seller in an arm's length transaction.

                  (h) In any case in which this Section 4.06 shall require that
an adjustment be made on a record date established for purposes of this Section
4.06, the Company may elect to defer (but only until five Business Days
following the filing by the Company with the Trustee of the certificate
described in Section 4.09) issuing to the Holder of any Note converted after
such record date but prior to the issue date, the shares of Class A Common Stock
and other capital stock of the Company issuable upon such conversion over and
above the shares of Class A Common Stock and other capital stock of the Company
issuable upon such conversion only on the basis of the Conversion Price prior to
adjustment; and, in lieu of the shares the issuance of which is so deferred, the
Company shall issue or cause its transfer agents to issue due bills or other
appropriate evidence prepared by the Company of the right to receive such
shares. If any distribution in respect of which an adjustment to the Conversion
Price is required to be made as of the record date or effective date therefor is
not thereafter made or paid by the Company for any reason, the Conversion Price
shall be readjusted to the Conversion Price which would then be in effect if
such record date had not been fixed or such effective date had not occurred.

                  Section 4.07. NO ADJUSTMENT

                  No adjustment in the Conversion Price shall be required unless
the adjustment would require an increase or decrease of at least 1% in the
Conversion Price as last adjusted; PROVIDED, HOWEVER, that any adjustments which
by reason of this Section 4.07 are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations
under this Article 4 shall be made to the nearest cent or to the nearest
one-hundredth of a share, as the case may be.

                  No adjustment need be made for a transaction referred to in
Section 4.06 if all Holders are entitled to participate in the transaction on a
basis and with notice to the same extent as holders of Class A Common Stock
participate in the transaction. The Company shall give notice to the Trustee of
any such determination.

                  No adjustment need be made for rights to purchase Class A
Common Stock or issuances of Class A Common Stock pursuant to a Company plan for
reinvestment of dividends or interest.



                                       55
<Page>

                  No adjustment need be made for a change in the par value or a
change to no par value of the Class A Common Stock.

                  To the extent that the Notes become convertible into the right
to receive cash, no adjustment need be made thereafter as to the cash. Interest
will not accrue on the cash.

                  Section 4.08. ADJUSTMENT FOR TAX PURPOSES

                  The Company shall be entitled to make such reductions in the
Conversion Price, in addition to those required by Section 4.06, as it in its
discretion shall determine to be advisable in order that any stock dividends,
subdivisions of shares, distributions of rights to purchase stock or Notes or
distributions of Notes convertible into or exchangeable for stock hereafter made
by the Company to its stockholders shall not be taxable, PROVIDED that such
reduction does not have an adverse effect for tax purposes, or otherwise, on
holders of the Notes.

                  Section 4.09. NOTICE OF ADJUSTMENT

                  Whenever the Conversion Price is adjusted, the Company shall
promptly mail to Holders a notice of the adjustment and file with the Trustee an
Officers' Certificate briefly stating the facts requiring the adjustment, the
manner of computing it and the new Conversion Price.

                  Section 4.10. NOTICE OF CERTAIN TRANSACTIONS.

                  In the event that:

                  (a) the Company takes any action which would require an
adjustment in the Conversion Price;

                  (b) the Company consolidates or merges with, or transfers all
or substantially all of its property and assets to, another corporation and
shareholders of the Company must approve the transaction; or

                  (c) there is a dissolution or liquidation of the Company, the
Company shall mail to Holders and file with the Trustee a notice stating the
proposed record or effective date, as the case may be. The Company shall mail
the notice before such date to the same extent as such notice is mailed to the
stockholders of the Company. Failure to mail such notice or any defect therein
shall not affect the validity of any transaction referred to in clause (a), (b)
or (c) of this Section 4.10.



                                       56
<Page>

                  Section 4.11. EFFECT OF RECLASSIFICATION, CONSOLIDATION,
MERGER OR SALE, TRANSFER OR CONVEYANCE ON CONVERSION PRIVILEGE

                  If any of the following shall occur, namely: (a) any
reclassification or change of shares of Class A Common Stock issuable upon
conversion of the Notes (other than a change in par value, or from par value to
no par value, or from no par value to par value, or as a result of a subdivision
or combination, or any other change for which an adjustment is provided in
Section 4.06); (b) any consolidation or merger to which the Company is a party
other than a merger in which the Company is the continuing corporation and which
does not result in any reclassification of, or change (other than a change in
name, or in par value, or from par value to no par value, or from no par value
to par value, or as a result of a subdivision or combination) in, outstanding
shares of Class A Common Stock; or (c) any sale, transfer or conveyance of all
or substantially all of the property and assets of the Company to any Person,
then the Company, or such successor or purchasing corporation, as the case may
be, shall, as a condition precedent to such reclassification, change,
consolidation, merger, sale, transfer or conveyance, execute and deliver to the
Trustee an amendment to this Indenture providing that the Holder of each Note
then outstanding shall have the right to convert such Note into the kind and
amount of shares of stock and other Notes and property (including cash)
receivable upon such reclassification, change, consolidation, merger, sale,
transfer or conveyance by a holder of the number of shares of Class A Common
Stock deliverable upon conversion of such Note immediately prior to such
reclassification, change, consolidation, merger, sale, transfer or conveyance.
Such amendment to this Indenture shall provide for adjustments of the Conversion
Price which shall be as nearly equivalent as may be practicable to the
adjustments of the Conversion Price provided for in this Article 4. If, in the
case of any such consolidation, merger, sale, transfer or conveyance, the stock
or other Notes and property (including cash) receivable thereupon by a holder of
Class A Common Stock include shares of stock or other securities and property of
a corporation other than the successor or purchasing corporation, as the case
may be, in such consolidation, merger, sale, transfer or conveyance, then such
amendment to this Indenture shall also be executed by such other corporation and
shall contain such additional provisions to protect the interests of the Holders
of the Notes as the Board of Directors shall reasonably consider necessary by
reason of the foregoing. The provisions of this Section 4.11 shall similarly
apply to successive consolidations, mergers, sales, transfer or conveyances.

                  In the event the Company shall execute an amendment to this
Agreement pursuant to this Section 4.11, the Company shall promptly file with
the Trustee (x) an Officers' Certificate briefly stating the reasons therefor,
the kind or amount of shares of stock or other Notes or property (including
cash) receivable by Holders of the Notes upon the conversion of their Notes
after any such reclassification, change, consolidation, merger, sale, transfer
or conveyance, any adjustment to be made with respect thereto and that all
conditions precedent have been complied with, and (y) an Opinion of Counsel that
all conditions precedent have been complied with.

                  Section 4.12. TRUSTEE'S DISCLAIMER.

                  The Trustee shall have no duty to determine when an adjustment
under this Article 4 should be made, how it should be made or what such
adjustment should be,


                                       57
<Page>

but may accept as conclusive evidence of that fact or the
correctness of any such adjustment, and shall be protected in relying upon, an
Officers' Certificate including the Officers' Certificate with respect thereto
which the Company is obligated to file with the Trustee pursuant to Section
4.09. The Trustee makes no representation as to the validity or value of any
Notes or assets issued upon conversion of Notes, and the Trustee shall not be
responsible for the Company's failure to comply with any provisions of this
Article 4.

                  The Trustee shall not be under any responsibility to determine
the correctness of any provisions contained in any supplemental indenture
executed pursuant to Section 4.11, but may accept as conclusive evidence of the
correctness thereof, and shall be fully protected in relying upon, the Officers'
Certificate with respect thereto which the Company is obligated to file with the
Trustee pursuant to Section 4.11.

                  Section 4.13. VOLUNTARY REDUCTION.

                  The Company from time to time may reduce the Conversion Price
by any amount for any period of time if the period is at least 20 days or such
longer period as may be required by law and if the reduction is irrevocable
during the period; PROVIDED, HOWEVER, that in no event may the Conversion Price
be less than the par value of a share of Class A Common Stock.

                                   ARTICLE 5.

                                    COVENANTS

                  Section 5.01. PAYMENT OF NOTES.

                  The Company shall promptly make all payments of principal,
interest and premium, if any, in respect of the Notes on the dates and in the
manner provided in the Notes and this Indenture. An installment of principal,
interest or premium, if any, shall be considered paid on the date it is due if
the Paying Agent (other than the Company) holds by 11:00 a.m. New York City
time, on that date money in immediately available funds, deposited by the
Company or an Affiliate thereof, sufficient to pay all principal, interest and
premium, if any. The Company shall pay interest (including post-petition
interest in any proceeding under Bankruptcy Law) on overdue principal and
premium, if any, at the rate equal to 1% per annum in excess of the then
applicable interest rate on the Notes to the extent lawful; it shall pay
interest (including post-petition interest in any proceeding under Bankruptcy
Law) on overdue installments of interest at the same rate to the extent lawful.

                  Section 5.02. SEC REPORTS.

                  (a) The Company shall file all reports and other information
and documents which it is required to file with the SEC pursuant to Section 13
or 15(d) of the Exchange Act, and at the same time, the Company shall file
copies of all such reports, information and other documents with the Trustee.



                                       58
<Page>

                  (b) In the event the Company is at any time no longer subject
to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so
long as any Notes are outstanding, the Company will furnish to the Trustee and
the Holders of the Notes (i) all quarterly and annual financial and other
information that would be required to be contained in a filing with the SEC on
Forms 10-Q and 10-K if the Company were required to file such Forms, including a
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" that describes the financial condition and results of operations of
the Company and its consolidated Subsidiaries and, with respect to the annual
information only, a report thereon by the Company`s certified independent
accountants, and (ii) all current reports that would be required to be filed
with the SEC on Form 8-K if the Company were required to file such reports, in
each case within the time periods specified in the SEC's rules and regulations.
In addition, whether or not required by the rules and regulations of the SEC,
the Company will file a copy of all such information and reports with the SEC
for public availability within the time periods specified in the SEC's rules and
regulations (unless the SEC will not accept such a filing) and make such
information available to securities analysts and prospective investors upon
request. The Company shall at all times comply with TIA ss. 314(a).

                  (c) For so long as any Notes remain outstanding (and
regardless of the penultimate sentence of paragraph (b) above), the Company
shall furnish to the Holders and to securities analysts and prospective
investors, upon their request, the information required to be delivered pursuant
to Rule 144A(d)(4) under the Securities Act.

                  Section 5.03. COMPLIANCE CERTIFICATES.

                  (a) The Company shall deliver to the Trustee within 90 days
after the end of each fiscal year, an Officers' Certificate stating that a
review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company has kept, observed,
performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of
his or her knowledge the Company has kept, observed, performed and fulfilled
each and every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions of this
Indenture (or, if a Default or Event of Default shall have occurred, describing
all such Defaults or Events of Default of which he or she may have knowledge and
what action the Company is taking or proposes to take with respect thereto) and
that to the best of his or her knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal of or
interest, if any, on the Notes is prohibited or if such event has occurred, a
description of the event and what action the Company is taking or proposes to
take with respect thereto. For purposes of this paragraph, such compliance shall
be determined without regard to any period of grace or requirement of notice
provided under this Indenture.

                  (b) So long as not contrary to the then current
recommendations of the American Institute of Certified Public Accountants, the
year-end financial statements delivered pursuant to Section 5.02 hereof shall be
accompanied by a written statement of the Company's independent public
accountants (who shall be a firm of established national reputation) that in
making the examination necessary for certification of such


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financial statements, nothing has come to their attention that would lead them
to believe that the Company has violated any provisions of Articles 4, 5 or 6
hereof or, if any such violation has occurred, specifying the nature and period
of existence thereof, it being understood that such accountants shall not be
liable directly or indirectly to any Person for any failure to obtain knowledge
of any such violation.

                  (c) The Company shall, so long as any of the Notes are
outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware
of any Default or Event of Default, including a default or event of default
under any of the Basic Documents, an Officers' Certificate specifying such
Default or Event of Default and what action the Company is taking or proposes to
take with respect thereto.

                  Section 5.04. MAINTENANCE OF OFFICE OR AGENCY.

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

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

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

                  Section 5.05. STAY, EXTENSION AND USURY LAWS.

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



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                  Section 5.06. RESTRICTED PAYMENTS

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any
dividend or make any other payment or distribution on account of the Company's
or any of its Restricted Subsidiaries' Equity Interests or to the direct or
indirect holders of the Company's or any of its Restricted Subsidiaries' Equity
Interests in their capacity as stockholders (other than dividends or
distributions payable in Equity Interests (other than Disqualified Stock) of the
Company or to the Company or a Restricted Subsidiary of the Company); (ii)
purchase, redeem or otherwise acquire or retire for value any Equity Interests
of the Company or any of its Restricted Subsidiaries or any direct or indirect
parent of the Company (other than any such Equity Interests owned by the Company
or any Consolidated Subsidiary of the Company); (iii) make any payment on or
with respect to, or purchase, redeem, defease or otherwise acquire or retire for
value any Subordinated Indebtedness, except a payment of interest or principal
at Stated Maturity; or (iv) make any Restricted Investment (all such payments
and other actions set forth in clauses (i) through (iv) above being collectively
referred to as "RESTRICTED PAYMENTS"), unless:

                  (a) at the time of and after giving effect to such Restricted
Payment, no Default or Event of Default shall have occurred and be continuing or
would occur as a consequence thereof,

                  (b) the Company would, at the time of such Restricted Payment
and after giving pro forma effect thereto as if such Restricted Payment had been
made at the beginning of the applicable period, have been permitted to incur at
least $1.00 of additional Indebtedness pursuant to either clause (i) or (ii) of
the first paragraph of Section 5.08 hereof; and

                  (c) such Restricted Payment, together with the aggregate
amount of all other Restricted Payments made by the Company and its Restricted
Subsidiaries on and after the Issue Date (excluding Restricted Payments
permitted by, and made pursuant to, clauses (ii) and (iii) and (viii) of the
next succeeding paragraph), is less than the sum, without duplication and except
as credited in the next succeeding paragraph, of (i) 50% of the Consolidated Net
Income of the Company for the period (taken as one accounting period) beginning
on the last day of the fiscal quarter immediately preceding the Issue Date and
ending on the last day of the fiscal quarter immediately preceding the date of
such Restricted Payment (or, if such Consolidated Net Income for such period is
a deficit, less 100% of such deficit), plus (ii) 100% of the aggregate Net Cash
Proceeds received by the Company on and after November 25, 1998 as a Capital
Contribution or from the issue or sale of Equity Interests of the Company (other
than Disqualified Stock) or from the issue or sale of Disqualified Stock or debt
securities of the Company that have been converted or exchanged into such Equity
Interests (other than Equity Interests (or Disqualified Stock or converted debt
securities) sold to a Subsidiary of the Company), plus the amount of Net Cash
Proceeds received by the Company upon such conversion or exchange, plus (iii)
the aggregate amount equal to the net reduction in Investments in Unrestricted
Subsidiaries on and after the Issue Date resulting from (x) dividends,
distributions, interest payments, return of capital, repayments of Investments
or other transfers of assets to the Company or any Restricted Subsidiary from
any Unrestricted Subsidiary, (y) proceeds realized by the Company or any
Restricted

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Subsidiary upon the sale of such Investment to a Person other than the Company
or any Subsidiary of the Company, or (z) the redesignation of any Unrestricted
Subsidiary as a Restricted Subsidiary, not to exceed in the case of any of the
immediately preceding clauses (x), (y) or (z) the aggregate amount of Restricted
Investments made by the Company or any Restricted Subsidiary in such
Unrestricted Subsidiary on and after the Issue Date, plus (iv) to the extent
that any Restricted Investment that was made on and after the Issue Date is sold
for cash or otherwise liquidated or repaid for cash, the lesser of, to the
extent paid to the Company or a Restricted Subsidiary, (A) the cash return of
capital with respect to such Restricted Investment (less the cost of
disposition, if any) and (B) the initial amount of such Restricted Investment.

                  The foregoing provisions will not prohibit (i) the payment of
any dividend within 60 days after the date of declaration thereof, if at said
date of declaration such payment would have complied with the foregoing
provisions; (ii) the redemption, repurchase, retirement, defeasance or other
acquisition of any Subordinated Indebtedness or Equity Interests of the Company
in exchange for, or out of the Net Cash Proceeds of the substantially concurrent
sale (other than to a Subsidiary of the Company) of, Equity Interests of the
Company (other than any Disqualified Stock); PROVIDED that the amount of any
such Net Cash Proceeds that are utilized for, and the Equity Interests issued or
exchanged for, any such redemption, repurchase, retirement, defeasance or other
acquisition shall be excluded from clause (c) of the preceding paragraph and
each other clause of this paragraph; (iii) the defeasance, redemption,
retirement, repurchase or other acquisition of Subordinated Indebtedness with
the Net Cash Proceeds from, or issued in exchange for, a substantially
concurrent incurrence of Permitted Refinancing Indebtedness; PROVIDED that the
amount of any such Net Cash Proceeds that are utilized for any such redemption,
repurchase, retirement, defeasance or other acquisition shall be excluded from
clause (c) of the preceding paragraph and each other clause of this paragraph;
(iv) the payment of any dividend or other distribution by a Restricted
Subsidiary of the Company to the holders of its Equity Interests on a pro rata
basis; (v) the repurchase, redemption or other acquisition or retirement for
value of any Equity Interests of the Company or any of its Restricted
Subsidiaries held by any member of the Company's or such Restricted Subsidiary's
management; PROVIDED that the aggregate price paid for all such repurchased,
redeemed, acquired or retired Equity Interests shall not exceed $1.0 million in
any fiscal year; (vi) retiring any Equity Interests of the Company to the extent
necessary (as determined in good faith by a majority of the disinterested
members of the Board of Directors, whose determination shall be evidenced by a
resolution thereof) to prevent the loss, or to secure the renewal or
reinstatement, of any license or franchise held by the Company or any Restricted
Subsidiary from any governmental agency; (vii) Investments in Telecommunications
Assets; PROVIDED that the aggregate fair market value (measured on the date each
such Investment was made or returned, as applicable), when taken together with
all other Investments made pursuant to this clause (vii) that are at the time
outstanding, does not exceed the sum of (y) $15.0 million, plus (z) the
aggregate amount equal to the net reduction in Investments made pursuant to this
clause (vii) on and after the Issue Date resulting from dividends,
distributions, interest payments, return of capital, repayments of such
Investments or Net Cash Proceeds realized by the Company or any Restricted
Subsidiary upon the sale of such Investment to a Person other than the Company
or any Subsidiary of the Company, except to the extent any such net reduction
amount is included in the amount calculated


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<Page>

pursuant to clause (c) of the preceding paragraph or any other clause of this
paragraph; (viii) Investments in Telecommunications Assets made after November
25, 1998 with the (x) Net Cash Proceeds, (y) the fair market value of
Telecommunications Assets or (z) Equity Interests of a Person that becomes a
Restricted Subsidiary (provided that the assets of such Person consist entirely
or substantially entirely of Telecommunications Assets), in each case, received
from the issuance or sale (other than to a Subsidiary of the Company) of Equity
Interests of the Company (other than any Disqualified Stock); PROVIDED that the
amount of any such Net Cash Proceeds that are utilized for any such Investment
shall be excluded from clause (c) of the preceding paragraph and each other
clause of this paragraph; (ix) Investments in ION; PROVIDED that the aggregate
fair market value thereof (measured on the date each such Investment was made or
returned, as applicable), when taken together with all other Investments made
pursuant to this clause (ix) does not exceed the sum of (I) $15.0 million, plus,
(II) for each fiscal year, an amount equal to the amount of cash received by the
Company or any of its Restricted Subsidiaries from ION or any of its
Subsidiaries during such fiscal year, except to the extent any such amount is
included in the amount calculated pursuant to clause (c) of the preceding
paragraph or any other clause of this paragraph, plus (III), to the extent
necessary to pay reasonable and necessary operating expenses of ION, an amount
not to exceed $1.0 million in each fiscal year; and (x) Investments in the
German Joint Venture; PROVIDED that the aggregate fair market value (measured on
the date each such Investment was made or returned, as applicable), when taken
together with all other Investments made pursuant to this clause (x) that are at
the time outstanding, does not exceed the sum of (y) $100.0 million, plus (z)
the aggregate amount equal to the net reduction in Investments made pursuant to
this clause (x) on and after the Issue Date resulting from dividends,
distributions, interest payments, return of capital, repayments of such
Investments or Net Cash Proceeds realized by the Company or any Restricted
Subsidiary upon the sale of such Investment to a Person other than the Company
or any Subsidiary of the Company, except to the extent such amount is included
in the amount calculated pursuant to clause (c) of the preceding paragraph or
any other clause of this paragraph.

                  The Board of Directors may not designate any Subsidiary of the
Company (other than a newly created Subsidiary in which no Investment has
previously been made (other than any de minimus amount required to capitalize
such Subsidiary in connection with its organization)) as an Unrestricted
Subsidiary (a "DESIGNATION") unless: (i) no Default or Event of Default shall
have occurred and be continuing at the time of or after giving effect to such
Designation; (ii) the Company would, immediately after giving effect to such
Designation, have been permitted to incur at least $1.00 of additional
Indebtedness pursuant to either clause (i) or (ii) of the first paragraph of
Section 5.08 hereof and (iii) the Company would not be prohibited under the
Indenture from making an Investment at the time of such Designation (assuming
the effectiveness of such Designation for purposes of this Section 5.06) in an
amount equal to the fair market value of the net Investment of the Company and
all Restricted Subsidiaries in such Subsidiary on such date.

                  In the event of any such Designation, all outstanding
Investments owned by the Company and its Restricted Subsidiaries in the
Subsidiary so designated will be deemed to be an Investment made as of the time
of such Designation and will reduce the


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amount available for Restricted Payments under the first or second paragraph of
this covenant, as applicable. All such outstanding Investments will be deemed to
constitute Restricted Payments in an amount equal to the fair market value of
such Investments at the time of such Designation.

                  A Designation may be revoked and an Unrestricted Subsidiary
may thus be redesignated a Restricted Subsidiary (a "REVOCATION") by a
resolution of the Board of Directors delivered to the Trustee; PROVIDED that the
Company will not make any Revocation unless: (i) no Default or Event of Default
shall have occurred and be continuing at the time of or after giving effect to
such Designation; and (ii) all Liens and Indebtedness of such Unrestricted
Subsidiary outstanding immediately following such Revocation would, if incurred
at such time, have been permitted to be incurred at such time for all purposes
under this Indenture.

                  The amount of all Restricted Payments (other than cash) shall
be the fair market value on the date of the Restricted Payment of the asset(s)
or securities proposed to be transferred or issued by the Company (or such
Restricted Subsidiary, as the case may be) pursuant to the Restricted Payment.
The fair market value of any asset(s) or securities that are required to be
valued by this covenant shall be determined in good faith by the Board of
Directors (such determination to be based upon an opinion or appraisal issued by
an accounting, appraisal or investment banking firm of national standing if such
fair market value exceeds $15.0 million).

                  Section 5.07. DIVIDEND AND OTHER PAYMENT RESTRICTIONS
AFFECTING RESTRICTED SUBSIDIARIES.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
suffer to exist or become effective any encumbrance or restriction on the
ability of any Restricted Subsidiary to (i)(a) pay dividends or make any other
distributions to the Company or any of its Restricted Subsidiaries (1) on its
Capital Stock or (2) with respect to any other interest or participation in, or
measured by, its profits, or (b) pay any indebtedness owed to the Company or any
of its Restricted Subsidiaries, (ii) make loans or advances to the Company or
any of its Restricted Subsidiaries or (iii) transfer any of its properties or
assets to the Company or any of its Restricted Subsidiaries. However, the
foregoing restrictions shall not apply to encumbrances or restrictions existing
under or by reason of (a) Existing Indebtedness as in effect on the Issue Date,
(b) this Indenture and the Notes, and Indebtedness ranking pari passu with the
Notes provided such provisions are no more restrictive than the Notes, (c) the
Credit Agreement and any Foreign Subsidiary Credit Agreement; PROVIDED that the
restrictions contained in the Credit Agreement are no more restrictive, taken as
a whole, than those contained in a credit agreement with terms that are
commercially reasonable for a borrower that has substantially comparable
Indebtedness; and PROVIDED, FURTHER, that no such provision in the Credit
Agreement shall prohibit or restrict the ability of any Restricted Subsidiary to
pay dividends or make other upstream distributions or other payments to the
Company or any of its Restricted Subsidiaries, (d) applicable law, (e) any
instrument governing Indebtedness or Capital Stock of a Person or assets
acquired by the Company or any of its Restricted Subsidiaries as in effect at
the time of such acquisition (except to the extent such Indebtedness was
incurred in connection with or in contemplation of such acquisition), which
encumbrance


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or restriction is not applicable to any Person, or the properties or assets of
any Person, other than the Person, or the property or assets of the Person, so
acquired; PROVIDED that in the case of Indebtedness, such Indebtedness was
permitted by the terms of the Indenture to be incurred, (f) customary
non-assignment provisions in leases entered into in the ordinary course of
business and consistent with past practices, (g) purchase money obligations
(including pursuant to Purchase Money Indebtedness obligations) for property
acquired in the ordinary course of business that impose restrictions of the
nature described in clause (iii) above on the property so acquired, constructed,
leased or improved, (h) any agreement for the sale or other disposition of a
Restricted Subsidiary that restricts distributions by that Restricted Subsidiary
pending its sale or other disposition; PROVIDED that the consummation of such
transaction would not result in an Event of Default or an event that, with the
passing of time or giving of notice or both, would constitute an Event of
Default, that such restriction terminates if such transaction is not consummated
and that the consummation or abandonment of such transaction occurs within one
year of the date such agreement was entered into, (i) Permitted Refinancing
Indebtedness; PROVIDED that the restrictions contained in the agreements
governing such Permitted Refinancing Indebtedness are no more restrictive, taken
as a whole, than those contained in the agreements governing the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded, (j) Liens
securing Indebtedness otherwise permitted to be incurred pursuant to Section
5.11 hereof that limit the right of the Company or any of its Restricted
Subsidiaries to dispose of the assets subject to such Lien, (k) provisions with
respect to the disposition or distribution of assets or property in joint
venture agreements and other similar agreements entered into in the ordinary
course of business, and (l) restrictions on cash or other deposits or net worth
imposed by customers under contracts entered into in the ordinary course of
business.

                  Section 5.08. INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF
PREFERRED STOCK.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, issue,
assume, guarantee or otherwise become directly or indirectly liable,
contingently or otherwise (including by way of merger, consolidation or
acquisition), with respect to (collectively, "INCUR") any Indebtedness or
Attributable Debt and the Company shall not issue or incur any Disqualified
Stock and shall not permit any of its Restricted Subsidiaries to issue or incur
any shares of Preferred Stock; PROVIDED, HOWEVER, that the Company may incur
Indebtedness or issue or incur shares of Disqualified Stock and its Restricted
Subsidiaries may incur Acquired Debt or Acquired Preferred Stock if either:

                  (a) the Consolidated Leverage Ratio at the end of the
Company's most recently ended fiscal quarter (the "REFERENCE PERIOD") for which
a consolidated balance sheet of the Company is available immediately preceding
the date on which such additional Indebtedness is incurred or such Preferred
Stock is issued or incurred would have been less than 5.5 to 1.0 (if the
Reference Period ends on or prior to December 31, 2001), or 5.0 to 1.0 (if the
Reference Period ends subsequent to December 31, 2001), determined on a pro
forma basis (including, a pro forma application of the net proceeds



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therefrom), as if the additional Indebtedness had been incurred, or the
Preferred Stock had been issued, as the case may be, at the beginning of the
Reference Period; or

                  (b) the Consolidated Capital Ratio at the end of the Reference
Period would have been less than 2.0 to 1.0, determined after giving effect to
the incurrence or issuance of such Indebtedness or Preferred Stock and on a pro
forma basis (including a pro forma application of the net proceeds therefrom).

                  Notwithstanding the foregoing, the provisions of the paragraph
set forth immediately above will not prohibit the incurrence of any of the
following items of Indebtedness or Attributable Debt (collectively, "PERMITTED
INDEBTEDNESS"):

                  (i) the incurrence by the Company of Indebtedness represented
by the Notes;

                  (ii) the incurrence by the Company or any of its Restricted
Subsidiaries of Existing Indebtedness;

                  (iii) the incurrence of Indebtedness by the Company to any
Consolidated Subsidiary or Indebtedness of any Restricted Subsidiary to the
Company or any Consolidated Subsidiary (but such Indebtedness shall be deemed to
be incurred upon such Indebtedness being held by any person other than the
Company or such Consolidated Subsidiary including upon Designation and upon such
Restricted Subsidiary otherwise no longer being a Consolidated Subsidiary);
PROVIDED that in the case of Indebtedness of the Company, such obligations shall
be unsecured and subordinated in all respects to the Company's obligations
pursuant to the Notes;

                  (iv) the incurrence by the Company of Indebtedness in an
aggregate amount incurred and outstanding at any time pursuant to this clause
(iv) (plus any Permitted Refinancing Indebtedness incurred pursuant to clause
(x) hereof to retire, defease, refinance, replace or refund such Indebtedness)
of up to $25 million;

                  (v) the incurrence by the Company, or any Guarantee thereof by
any Restricted Subsidiary (other than any Foreign Subsidiary), of Indebtedness
pursuant to the Credit Agreement in an aggregate amount incurred and outstanding
at any time pursuant to this clause (v) (plus any Permitted Refinancing
Indebtedness incurred pursuant to clause (x) hereof to retire, defease,
refinance, replace or refund such Indebtedness) of up to $150 million, minus the
amount of any such Indebtedness (a) retired with the Net Cash Proceeds from any
Asset Sale applied to permanently reduce the outstanding amounts or the
commitments with respect to such Indebtedness pursuant to Section 5.09 hereof or
(b) assumed by a transferee in an Asset Sale;

                  (vi) the incurrence by (1) the Company or any of its Foreign
Subsidiaries of Purchase Money Indebtedness and (2) any Restricted Subsidiary
that is not a Foreign Subsidiary of up to $500 million aggregate principal
amount of Purchase Money Indebtedness; PROVIDED that in each case, such
Indebtedness shall not constitute more than 100% of the cost (determined in
accordance with GAAP in good faith by the Board of Directors of the Company) to
the Company, such Foreign Subsidiary or such Restricted Subsidiary that is not a
Foreign Subsidiary, as applicable, of the property so


                                       66
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purchased, developed, acquired, constructed, improved or leased; and PROVIDED,
FURTHER, that in the case of clause (2) only, the Indebtedness that constitutes
the Purchase Money Indebtedness may not include Indebtedness incurred under
credit agreements entered into with bank lenders and similar financial
institutions or Indebtedness represented by a series of notes and debentures
issued pursuant to either a public offering of notes or debentures registered
under the Securities Act or private offering of notes or debentures to QIBs in a
transaction exempt from registration under the Securities Act in reliance on
Rule 144A;

                  (vii) the incurrence by the Company or any of its Restricted
Subsidiaries of Hedging Obligations that are incurred for the purpose of fixing
or hedging interest or foreign currency exchange rate risk with respect to any
floating rate Indebtedness or foreign currency based Indebtedness, respectively,
that is permitted by the terms of the Indenture to be outstanding; PROVIDED that
the notional amount of any such Hedging Obligation does not exceed the amount of
Indebtedness or other liability to which such Hedging Obligation relates;

                  (viii) the incurrence by a Foreign Subsidiary of Indebtedness
pursuant to a Foreign Subsidiary Credit Agreement (or any Guarantee thereof by
any other Foreign Subsidiary) in an aggregate principal amount incurred and
outstanding at any time pursuant to this clause (viii) (plus any Permitted
Refinancing Indebtedness incurred pursuant to clause (x) hereof to retire,
defease, refinance, replace or refund such Indebtedness) of up to $50.0 million
(or the equivalent thereof at the time of incurrence in the applicable foreign
currencies), minus the amount of any such Indebtedness (A) retired with the Net
Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding
amounts or the commitments with respect to such Indebtedness pursuant to Section
5.09 hereof or (B) assumed by a transferee of an Asset Sale;

                  (ix) the Company and its Restricted Subsidiaries may incur
Indebtedness solely in respect of bankers acceptances, letters of credit and
performance bonds, all in the ordinary course of business in accordance with
customary industry practices, in amounts and for the purposes customary in the
Company's industry (other than to the extent supporting Indebtedness);

                  (x) any Attributable Debt of the Company arising out of a sale
and leaseback transaction with respect to one or more Data Centers permitted
under Section 5.22; PROVIDED that (A) the aggregate principal amount of such
Attributable Debt shall not exceed $50,000,000 at any one time outstanding, (B)
the final maturity date of any such Attributable Debt shall not be earlier than
six months after the maturity of the Notes, (C) the Weighted Average Life to
Maturity of such Attributable Debt shall not be earlier than the Weighted
Average Life to Maturity of the Notes and (D) the agreements and other
instruments relating to such Attributable Debt shall not in any way restrict the
payment or redemption of principal or interest on the Notes, or other amounts
owing hereunder, the granting of Liens on property of the Company to secure the
obligations of the Company hereunder, the Guarantee by any of the Subsidiaries
of the Company of any of the obligations of the Company hereunder, or the
execution or delivery of any modification, waiver or consent entered into in
connection with this Indenture or the Notes; and



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                  (xi) the incurrence by the Company or any of its Restricted
Subsidiaries, as applicable, of Permitted Refinancing Indebtedness in exchange
for, or the net proceeds of which are used to refund, refinance or replace
Indebtedness that was incurred pursuant to the first paragraph hereof or clauses
(i), (ii), (iv), (v), (vi), (viii), (x) or this clause (xi) of this paragraph.

                  Indebtedness or Preferred Stock of any Person which is
outstanding at the time such Person becomes a Restricted Subsidiary of the
Company (including upon designation of any Subsidiary or other Person as a
Restricted Subsidiary or upon a Revocation such that such Subsidiary becomes a
Restricted Subsidiary) or is merged with or into or consolidated with the
Company or a Restricted Subsidiary of the Company shall be deemed to have been
incurred at the time such Person becomes such a Restricted Subsidiary of the
Company or is merged with or into or consolidated with the Company or a
Restricted Subsidiary of the Company, as applicable.

                  Upon each incurrence, the Company may designate pursuant to
which provision of this covenant such Indebtedness is being incurred and such
Indebtedness shall not be deemed to have been incurred by the Company under any
other provision of this covenant, except as stated otherwise in the foregoing
provisions.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, incur any Indebtedness (including Permitted
Indebtedness) that is contractually subordinated in right of payment to any
other Indebtedness of the Company unless such Indebtedness is also contractually
subordinated in right of payment to the Notes on substantially identical terms;
PROVIDED, HOWEVER, that no Indebtedness of the Company shall be deemed to be
contractually subordinated in right of payment to any other Indebtedness of the
Company solely by virtue of being unsecured.

                  Section 5.09. ASSET SALES.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, consummate any Asset Sale,
unless (i) the Company (or such Restricted Subsidiary, as the case may be)
receives consideration at the time of such Asset Sale at least equal to the fair
market value (as determined in good faith by the Board of Directors (including
as to the value of all noncash consideration) and set forth in an Officers'
Certificate delivered to the Trustee) of the assets or Equity Interests issued
or sold or otherwise disposed of and (ii) at least 75% of the consideration
therefor is in the form of cash and/or Cash Equivalents or Telecommunications
Assets, and (iii) the Net Cash Proceeds received by the Company (or such
Restricted Subsidiary, as the case may be) from such Asset Sale are applied
within 360 days following the receipt of such Net Cash Proceeds, to the extent
the Company (or such Restricted Subsidiary, as the case may be) elects, (a) to
the permanent redemption or repurchase of outstanding Indebtedness (other than
Subordinated Indebtedness) that is secured Indebtedness (including that in the
case of a revolver or similar arrangement that makes credit available, such
commitment is so permanently reduced by such amount) or Indebtedness of the
Company or such Restricted Subsidiary that ranks equally with the Notes but has
a maturity date that is prior to the maturity date of the Notes and/or (b) to
reinvest such Net


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Cash Proceeds (or any portion thereof) in Telecommunications Assets.
Notwithstanding anything herein to the contrary, with respect to the
reinvestment of Net Cash Proceeds, only proceeds from an Asset Sale of assets,
or Equity Interests, of a Foreign Subsidiary may be used to retire Indebtedness
of a Foreign Subsidiary or reinvest in assets or Equity Interests of a Foreign
Subsidiary. The balance of such Net Cash Proceeds, after the application of such
Net Cash Proceeds as described in the immediately preceding clauses (a) and (b),
shall constitute "EXCESS PROCEEDS."

                  When the aggregate amount of Excess Proceeds equals or exceeds
$15.0 million (taking into account income earned on such Excess Proceeds), the
Company will be required to make a pro rata offer to all Holders of Notes and
pari passu Indebtedness with comparable provisions requiring such Indebtedness
to be purchased with the proceeds of such Asset Sale (an "ASSET SALE OFFER") to
purchase the maximum principal amount (or accreted value in the case of
Indebtedness issued with an original issue discount) of Notes and pari passu
Indebtedness that may be purchased out of the Excess Proceeds, at a purchase
price in cash in an amount equal to 100% of the principal amount thereof or the
accreted value thereof, as applicable, plus accrued and unpaid interest thereon
to the date of purchase (subject to the right of Holders of record on the
relevant Record Date to receive interest due on the relevant Interest Payment
Date), in accordance with the procedures set forth in Article 3 of this
Indenture and the agreements governing such pari passu Indebtedness. To the
extent that any Excess Proceeds remain after consummation of an Asset Sale
Offer, the Company may use such Excess Proceeds for any purpose not otherwise
prohibited by this Indenture. If the aggregate principal amount of Notes and
pari passu Indebtedness tendered into such Asset Sale Offer surrendered by
Holders thereof exceeds the amount of Excess Proceeds, the Company shall select
the Notes and pari passu Indebtedness to be purchased on a pro rata basis in
proportion to the respective principal amounts (or accreted values in the case
of Indebtedness issued with an original issue discount) of the Notes and such
other Indebtedness. Upon completion of such Asset Sale Offer, the amount of
Excess Proceeds shall be reset at zero for purposes of the first sentence of
this paragraph.

                  The amount of (x) any liabilities (as shown on the Company's
(or such Restricted Subsidiary's, as the case may be) most recent balance
sheet), other than Subordinated Indebtedness of the Company or any Restricted
Subsidiary that are assumed by the transferee of any such assets pursuant to an
agreement that immediately releases the Company and all of its Restricted
Subsidiaries from all liability in respect thereof, (y) Indebtedness of any
Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of
such Asset Sale, if the Company and all of its Restricted Subsidiaries are
immediately released from all Guarantees of payment of such Indebtedness and
such Indebtedness is no longer the liability of the Company or any of its
Restricted Subsidiaries, and (z) any securities, notes or other obligations
received by the Company (or such Restricted Subsidiary, as the case may be) from
such transferee that are contemporaneously (subject to ordinary settlement
periods) converted by the Company (or such Restricted Subsidiary, as the case
may be) into cash and/or Cash Equivalents (to the extent of the cash and/or Cash
Equivalents received), will be deemed to be cash and/or Cash Equivalents for
purposes of this provision.

                  To the extent that the provisions of any securities laws or
regulations shall conflict with the Asset Sale provisions of this Indenture, the
Company shall comply with


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the applicable securities laws and regulations and shall not be deemed to have
breached its obligations under the Asset Sale provisions of this Indenture by
virtue thereof.

                  Section 5.10. TRANSACTIONS WITH AFFILIATES.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or
otherwise dispose of any of its properties or assets to, or purchase any
property or assets from, or enter into or make or amend any transaction,
contract, agreement, understanding, loan, advance or Guarantee with, or for the
benefit of, any Affiliate (each of the foregoing, an "AFFILIATE TRANSACTION"),
unless (i) such Affiliate Transaction is on terms that are not materially less
favorable to the Company or the relevant Restricted Subsidiary than those that
would have been obtained in a comparable transaction by the Company or such
Restricted Subsidiary with an unrelated Person and (ii) with respect to any
Affiliate Transaction or series of related Affiliate Transactions (A) involving
aggregate consideration in excess of $5.0 million, the Company delivers to the
Trustee a resolution of the Board of Directors set forth in an Officers'
Certificate that such Affiliate Transaction is approved by a majority of the
disinterested members of the Board of Directors and that, except with respect to
matters governed by the Management Agreement, certifying that such Affiliate
Transaction complies with clause (i) above and is in the best interests of the
Company or such Restricted Subsidiary and (B) if involving aggregate
consideration in excess of $15.0 million, a favorable written opinion as to the
fairness to the Company of such Affiliate Transaction from a financial point of
view is also obtained by the Company from an accounting, appraisal or investment
banking firm of national standing with a copy delivered to the Trustee.
Notwithstanding the foregoing, the following items shall not be deemed to be
Affiliate Transactions: (i) (a) the entering into, maintaining or performance of
any employment contract, collective bargaining agreement, benefit plan, program
or arrangement, related trust agreement or any other similar arrangement for or
with any employee, officer or director heretofore or hereafter entered into in
the ordinary course of business, including vacation, health, insurance, deferred
compensation, retirement, savings or other similar plans, (b) the payment of
compensation, performance of indemnification or contribution obligations, or an
issuance, grant or award of stock, options, or other equity-related interests or
other securities, to employees, officers or directors in the ordinary course of
business, (c) any transaction with an officer or director in the ordinary course
of business not involving more than $100,000 in any one case, or (d) Management
Advances and payments in respect thereof, (ii) transactions between or among the
Company and/or its Restricted Subsidiaries, (iii) payment of reasonable
directors fees, (iv) any sale or other issuance of Equity Interests (other than
Disqualified Stock) of the Company, (v) Affiliate Transactions in effect or
approved by the Board of Directors on the Issue Date, including any amendments
thereto (provided that the terms of such amendments are not materially less
favorable to the Company than the terms of such agreement prior to such
amendment), (vi) transactions with respect to capacity between the Company or
any Restricted Subsidiary and any Unrestricted Subsidiary or other Affiliate and
joint sales and marketing pursuant to an agreement or agreements between the
Company or any Restricted Subsidiary and any Unrestricted Subsidiary or other
Affiliate (provided that in the case of this clause (vi), such agreements are on
terms that are no less favorable to the Company or the relevant Restricted
Subsidiary than those that could have been obtained at the time of such
transaction in an arm's-length


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transaction with an unrelated third party or, in the case of a transaction with
an Unrestricted Subsidiary, ION or another Affiliate, are either (x) entered
into in connection with a transaction involving the selection by a customer of
cable system capacity entered into in the ordinary course of business or (y)
involve the provision by the Company or a Restricted Subsidiary to an
Unrestricted Subsidiary, ION or another Affiliate of sales and marketing
services, operations, administration and maintenance services or development
services for which the Company or such Restricted Subsidiary receives a fair
rate of return (as determined by the Board of Directors and set forth in an
Officers' Certificate delivered to the Trustee) above its expenses of providing
such services), and (vii) Restricted Payments that are permitted by Section 5.06
hereof.

                  Section 5.11. LIENS.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume or
otherwise cause or suffer to exist or become effective any Lien of any kind
(other than Permitted Liens) upon any of their property or assets, now owned or
hereafter acquired, or upon any income or profits therefrom unless all payments
due under this Indenture and the Notes are secured (except as provided in the
next clause) on an equal and ratable basis with the obligations so secured and
no Lien shall be granted or be allowed to exist which secures Subordinated
Indebtedness except with respect to Acquired Debt, in which case, however, such
Liens must be made junior and subordinate to the Liens granted to the Holders of
the Notes.

                  Section 5.12. FURTHER INSTRUMENTS AND ACTS.

                  Upon request of the Trustee, the Company will execute and
deliver such further instruments and do such further acts as may be reasonably
necessary or proper to carry out more effectively the purposes of this
Indenture.

                  Section 5.13. LIQUIDATION.

                  The Company shall not adopt any plan of liquidation which
provides for, contemplates or the effectuation of which is preceded by (i) the
sale, lease, conveyance or other disposition of all or substantially all the
assets of the Company otherwise than substantially as an entirety in accordance
with Article 6 and (ii) the distribution of all or substantially all of the
proceeds of such sale, lease, conveyance or other disposition and the remaining
assets of the Company to holders of Class A Common Stock of the Company, unless
the Company shall in connection with the adoption of such plan make provision
for, or agree that prior to making any liquidating distributions it will make
provision for, the satisfaction of the Company's obligations under this
Indenture and under the Notes as to the payment of principal, interest and
premium, if any, thereof.

                  Section 5.14. CHANGE OF CONTROL.

                  (a) Upon the occurrence of a Change of Control, each Holder of
Notes will have the right to require the Company to purchase all or any part
(equal to $1,000 or an integral multiple thereof) of such Holder's Notes
pursuant to the offer described below (the "CHANGE OF CONTROL OFFER") at a
purchase price in cash equal to 100% of the


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<Page>

aggregate principal amount thereof (the "CHANGE OF CONTROL PAYMENT") plus
accrued and unpaid interest and premium, if any, thereon to the date of purchase
(subject to the right of Holders of record on the relevant Record Date to
receive interest and premium, if any, due on the relevant Interest Payment
Date); PROVIDED, however, that the Company shall not be obligated to repurchase
Notes pursuant to this covenant in the event that it has exercised its rights to
redeem all of the Notes as described in Section 3.07 hereof. Within 30 days
following any Change of Control, the Company will mail a notice to each Holder
(with a copy to the Trustee) describing the transaction or transactions that
constitute the Change of Control and offering to purchase Notes on the date
specified in such notice, which date shall be no earlier than 30 and no later
than 60 days from the date such notice is mailed (the "CHANGE OF CONTROL PAYMENT
DATE"), in accordance with the procedures required by this Indenture and
described in such notice.

                  The Company will comply with the requirements of Rule 14e-l
under the Exchange Act and any other securities laws and regulations to the
extent such laws and regulations are applicable in connection with the purchase
of Notes as a result of a Change of Control. To the extent that the provisions
of any securities laws or regulations conflict with any of the provisions of
this Section 5.14, the Company will comply with the applicable securities laws
and regulations and will be deemed not to have breached its obligations under
this covenant by virtue thereof.

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

                  (c) Notwithstanding anything to the contrary set forth in this
Section 5.14, the Company shall not be required to make a Change of Control
Offer upon the occurrence of a Change of Control if a third party makes the
Change of Control Offer in the manner, at the times and otherwise in compliance
with the requirements set forth in this Section 5.14, and purchases all Notes
validly tendered and not withdrawn under such Change of Control Offer.

                  Section 5.15. CORPORATE EXISTENCE.

                  Subject to Article 6, the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect the
corporate, partnership or other


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existence, rights (charter and statutory), licenses and franchises of the
Company and each of its Subsidiaries, in accordance with the respective
organizational documents (as the same may be amended from time to time) of the
Company and each of its Subsidiaries; PROVIDED HOWEVER, that the Company shall
not be required to preserve any such right, license or franchise if the Board of
Directors shall determine in good faith that the preservation thereof is no
longer desirable in the conduct of the business of the Company and its
Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any
material respect to the Holders.

                  Section 5.16. PAYMENT OF TAXES AND OTHER CLAIMS.

                  The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, all taxes, assessments and
governmental charges levied or imposed upon the Company or any of its
Subsidiaries or upon the income, profits or property of the Company or any of
its Subsidiaries; PROVIDED HOWEVER, that the Company shall not be required to
pay or discharge or cause to be paid or discharged any such tax, assessment,
charge or claim whose amount, applicability or validity is being contested in
good faith by appropriate proceedings promptly instituted and diligently
concluded and shall not have been finally determined or the period within which
such proceedings may be initiated shall not have expired.

                  Section 5.17. MAINTENANCE OF PROPERTIES.

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

                  Section 5.18. INSURANCE.

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

                  Section 5.19. RATING.

                  The Company shall use its reasonable best efforts to have the
Notes rated by an established rating agency (which, for so long as is
commercially reasonable to do so, will be either Standard & Poor's Rating Group,
a division of McGraw-Hill, Inc., and


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Moody's Investors Service) as requested by the Initial Purchaser and to maintain
a rating through and including the Stated Maturity for the Notes; PROVIDED,
HOWEVER, that the Company shall not be required to maintain a specified rating.

                  Section 5.20. NO REDEMPTION OF AFFILIATE NOTES.

                  For so long as the Notes are outstanding, the Company shall
not make any principal payment on or with respect to, or purchase, redeem,
defease or otherwise acquire or retire for value the Affiliate Notes pursuant to
the terms thereof without the prior written consent of the Initial Purchaser
unless the Company simultaneously prepays or redeems an equal aggregate
principal amount of these Notes and the New 6.15% Notes (on a pro rata basis) in
accordance with the terms of this Indenture and the New 6.15% Notes Indenture,
respectively; PROVIDED, HOWEVER, that this Section 5.20 shall only apply when
all or a portion of the Notes are beneficially owned by the Initial Purchaser or
any of its Affiliates.

                  Section 5.21. PAYMENTS FOR CONSENT.

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

                  Section 5.22. SALE AND LEASE-BACK TRANSACTIONS.

                  The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, enter into any arrangement, directly or indirectly,
with any Person whereby it shall sell or transfer any property, real or
personal, used or useful in its business, whether now owned or hereafter
acquired, and thereafter rent or lease such property or other property which it
intends to use for substantially the same purpose or purposes as the property
being sold or transferred; PROVIDED that the Company may enter into any such
arrangement with respect to one or more Data Centers to the extent that the
Indebtedness or Attributable Debt arising in connection therewith is permitted
under Section 5.08(b)(x).



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<Page>

                  Section 5.23. USE OF PROCEEDS.

                  The Company shall use the proceeds from the sale of the Notes
solely to purchase the Pledged Securities (as such term is defined in the
Depositary Agreement) the proceeds of which will be used solely to finance all
or any part of the cost of the engineering, construction, installation,
acquisition, lease, development or improvement of Telecommunications Assets used
by the Company or any of its Subsidiaries only as permitted by Section 4.09 of
each of the Senior Note Indentures.

                  Section 5.24. SALES OF ALLOCATED CAPACITY.

                  (a) Any sale, transfer or other disposition by the Company of
its ownership interest in any Allocated Capacity pursuant to Section 12 of the
C&MA (other than an IRU), whether as an assignment of any of its interests in
the C&MA or otherwise (an "ALLOCATED CAPACITY TRANSFER"), will be governed by
this Section 5.24.

                  (b) If prior to the Phase II Upgrade RFS Date, the Company
effects an Allocated Capacity Transfer, and after giving effect to such
Allocated Capacity Transfer, the Company's Allocated Capacity is less than 36
STM-1s, then the proceeds (the "ALLOCATED CAPACITY PROCEEDS") of such Allocated
Capacity Transfer shall be deposited in the Disbursement Account.

                  (c) If after the Phase II Upgrade RFS Date, the Company
effects an Allocated Capacity Transfer, and after giving effect to such
Allocated Capacity Transfer, the Company's Allocated Capacity is less than 140
STM-1s, the Company will be required to make a pro rata offer to all Holders of
Notes (an "OFFER TO PURCHASE") within 5 Business Days of the receipt of the
Allocated Capacity Proceeds of such Allocated Capacity Transfer to purchase the
maximum principal amount of Notes that may be purchased out of such Allocated
Capacity Proceeds, at a purchase price in cash in an amount equal to 100% of the
principal amount thereof or the accreted value thereof, as applicable, plus
accrued and unpaid interest thereon to the date of purchase (subject to the
right of Holders of record on the relevant Record Date to receive interest due
on the relevant Interest Payment Date), in accordance with the procedures set
forth in Section 3.08 hereof. To the extent that any Allocated Capacity Proceeds
remain after consummation of an Offer to Purchase, the Company may use such
Allocated Capacity Proceeds for any purpose not otherwise prohibited by this
Indenture. If the aggregate principal amount of Notes tendered into such Offer
to Purchase surrendered by Holders thereof exceeds the amount of Allocated
Capacity Proceeds, the Company shall select the Notes to be purchased on a pro
rata basis in proportion to the respective principal amounts of the Notes.

                                   ARTICLE 6.

                                   SUCCESSORS

                  Section 6.01. MERGER, CONSOLIDATION, OR SALE OF ASSETS.

                  (a) The Company shall not, directly or indirectly, consolidate
or merge with or into (whether or not the Company is the surviving corporation),
or sell, assign,


                                       75
<Page>

transfer, convey or otherwise dispose of all or substantially all of its
properties or assets, in one or more related transactions, to another Person
unless: (i) the Company is the surviving corporation or the Person formed by or
surviving any such consolidation or merger (if other than the Company) or to
which such sale, assignment, transfer, conveyance or other disposition shall
have been made is a corporation organized or existing under the laws of the
United States, any state thereof or the District of Columbia; (ii) the Person
formed by or surviving any such consolidation or merger (if other than the
Company) or the Person to which such sale, assignment, transfer, conveyance or
other disposition shall have been made assumes all the obligations of the
Company under the Registration Rights Agreement, the Notes, and this Indenture
pursuant to a supplemental indenture in a form reasonably satisfactory to the
Trustee; (iii) no Default or Event of Default (or an event that, with the
passing of time or giving of notice or both, would constitute an Event of
Default) shall exist or shall occur immediately after giving effect on a pro
forma basis to such transaction; and (iv) the Company shall have delivered to
the Trustee an Officers' Certificate and an Opinion of Counsel, each stating
that such consolidation, merger or transfer and such supplemental indenture (if
any) comply with the Indenture. The Company shall not, directly or indirectly,
lease all or substantially all of its properties or assets, in one or more
related transactions, to any other Person. The provisions of this covenant will
not be applicable to a sale, assignment, transfer, conveyance or other
disposition of assets solely between or among the Company and its Wholly Owned
Subsidiaries.

                  (b) For purposes of this Article 6, the transfer (by
assignment, sale or otherwise) of all or substantially all of the properties and
assets of one or more Subsidiaries, the Company's interest in which constitutes
all or substantially all of the properties and assets of the Company, shall be
deemed to be the transfer of all or substantially all of the properties and
assets of the Company.

                  Section 6.02. SUCCESSOR CORPORATION SUBSTITUTED.

                  Upon any consolidation or merger or any transfer of all or
substantially all of the assets of the Company in accordance with Section 6.01
hereof, the successor Person formed by such consolidation or into which the
Company is merged or to which such transfer is made shall succeed to and (except
in the case of a lease) be substituted for (so that from and after the date of
such consolidation, merger or transfer, the provisions of this Indenture
referring to the "COMPANY" shall refer instead to the successor Person and not
to the Company), and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person had been named
herein as the Company, and (except in the case of a lease) the Company shall be
released from the obligations under the Notes and this Indenture except with
respect to any obligations that arise from, or are related to, such transaction.

                                   ARTICLE 7.

                              DEFAULTS AND REMEDIES

                  Section 7.01. EVENTS OF DEFAULT

                  "EVENTS OF DEFAULT" are:



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<Page>

                  (a) default for 30 days in the payment of interest on the
Notes when due;

                  (b) default in the payment of the principal of, or premium, if
any, on the Notes when due at maturity, upon redemption or otherwise, including
failure by the Company to purchase the Notes when required under Sections 5.09,
5.14 and 5.24 hereof, or to deliver Class A Common Stock upon the conversion of
the Notes when required under Section 4.02 hereof;

                  (c) failure by the Company for 60 days after notice to comply
with any of its other agreements in this Indenture and the Notes;

                  (d) default under any mortgage, indenture or instrument under
which there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company or any of its Subsidiaries (or
the payment of which is guaranteed by the Company or any of its Subsidiaries),
whether such Indebtedness or guarantee now exists or is created after the Issue
Date, which default results in the acceleration of such Indebtedness prior to
its express maturity and, in each case, the amount of any such Indebtedness,
together with the amount of any other such Indebtedness the maturity of which
has been so accelerated, aggregates $15.0 million or more;

                  (e) an event of default shall have occurred and be continuing
under and as defined in any of the Basic Documents;

                  (f) failure by the Company or any of its Subsidiaries to pay
final judgments not subject to appeal aggregating in excess of $15.0 million
(net of applicable insurance coverage which is acknowledged in writing by the
insurer), which judgments are not paid, vacated, discharged or stayed for a
period of 60 days;

                  (g) the Company or any of its Significant Subsidiaries or any
group of Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary:

                  (i) commences a voluntary case under any Bankruptcy Law,

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

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

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

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

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



                                       77
<Page>

                  (i) is for relief against the Company or any of its
Significant Subsidiaries or any group of Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary,

                  (ii) appoints a custodian of the Company or any of its
Significant Subsidiaries or any group of Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary, or for all or substantially all of
the property of the Company or any of its Significant Subsidiaries or any group
of Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary, or

                  (iii) orders the liquidation of the Company or any of its
Significant Subsidiaries or any group of Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary,

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

                  (i) breach by the Company of any representation or warranty or
agreement in the Security Documents, the repudiation by the Company of any of
its obligations under the Security Documents or the unenforceability of all or
any part of the Security Documents against the Company for any reason;

                  (j) failure by the Company or any of its Restricted
Subsidiaries to comply with Sections 4.10 or 4.14 of the Senior Notes
Indentures; and

                  (k) failure by the Company or any of its Restricted
Subsidiaries for 60 days after notice to the Company to comply with any covenant
(other than Sections 4.10 or 4.14) in either of the Senior Notes Indentures or
the Senior Notes.



                                       78
<Page>

                  Section 7.02. ACCELERATION.

                  If any Event of Default occurs and is continuing, the Trustee
or the Holders of at least 25% in aggregate principal amount of the Notes then
outstanding may declare all the Notes to be due and payable immediately;
PROVIDED, HOWEVER that if the Senior Notes immediately become due and payable,
the principal of and all accrued interest on the Notes shall become due and
payable without further action or notice. Notwithstanding the foregoing, if an
Event of Default specified in clause (g) or (h) of Section 7.01 hereof occurs
with respect to the Company or any Significant Subsidiary, all outstanding Notes
shall be due and payable immediately without further action or notice. The
Holders of a majority in aggregate principal amount of the then outstanding
Notes by written notice to the Trustee may on behalf of all of the Holders
rescind an acceleration and its consequences if the rescission would not
conflict with any judgment or decree and if all existing Events of Default
(except nonpayment of principal, interest or premium that has become due solely
because of the acceleration) have been cured or waived.

                  Section 7.03. OTHER REMEDIES.

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

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

                  Section 7.04. WAIVER OF PAST DEFAULTS.

                  Holders of not less than a majority in aggregate principal
amount of the then outstanding Notes (or, with respect to a provision of this
Indenture that may only be amended by the Holders of not less than 50% in
aggregate principal amount of the then outstanding Notes, the Holders of not
less than 50% in aggregate principal amount of the then outstanding Notes) by
written notice to the Trustee may on behalf of the Holders of all of the Notes
waive an existing Default or Event of Default and its consequences hereunder,
except a continuing Default or Event of Default in the payment of the principal
of, premium or interest on, the Notes (including in connection with an offer to
purchase) which cannot be modified or amended without the consent of the Holder
of each outstanding Note affected. Upon any such waiver, such Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to
have been cured for every purpose of this Indenture, but no such waiver shall
extend to any subsequent or other Default or impair any right consequent
thereon.



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                  Section 7.05. CONTROL BY MAJORITY.

                  Holders of Notes may not enforce this Indenture or the Notes
except as provided herein. Holders of a majority in principal amount of the then
outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it, including any exercise of any remedy under the
Security Documents. The Trustee may, however, refuse to follow any direction
that conflicts with law or this Indenture or that the Trustee determines may be
unduly prejudicial to the rights of other Holders of Notes or that may involve
the Trustee in personal liability.

                  Section 7.06. LIMITATION ON SUITS.

                  A Holder of a Note may pursue a remedy with respect to this
Indenture or the Notes only if:

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

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

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

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

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

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

                  Section 7.07. RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.

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

                  Section 7.08. COLLECTION SUIT BY TRUSTEE.

                  If an Event of Default specified in Section 7.01(a) or (b)
hereof occurs and is continuing, the Trustee is authorized to recover judgment
in its own name and as trustee of an express trust against the Company for the
whole amount of principal of, and


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interest remaining unpaid on the Notes and interest on overdue principal and, to
the extent lawful, interest and such further amount as shall be sufficient to
cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.

                  Section 7.09. TRUSTEE MAY FILE PROOFS OF CLAIM.

                  The Trustee is authorized to file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel) and
the Holders of the Notes allowed in any judicial proceedings relative to the
Company (or any other obligor upon the Notes), its creditors or its property and
shall be entitled and empowered to participate as a member, voting or otherwise,
of any official committee of creditors appointed in such matter and shall be
entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 8.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 8.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

                  Section 7.10. PRIORITIES.

                  If the Trustee collects any money or other consideration
pursuant to this Article 7, it shall pay out the money in the following order:

                  FIRST: to the Trustee, its agents and counsel for amounts due
under Section 8.07 hereof, including payment of all compensation, expense and
liabilities incurred, and all advances made, by the Trustee and the costs and
expenses of collection;

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

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



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                  The Trustee may fix a record date and payment date for any
payment to Holders of Notes pursuant to this Section 7.10.

                  Section 7.11. UNDERTAKING FOR COSTS.

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as a Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the cost of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section 7.11 does not apply to a suit by the Trustee, a suit by a
Holder of a Note pursuant to Section 7.07 hereof, or a suit by Holders of more
than 10% in principal amount of the then outstanding Notes.

                  Section 7.12. AUTHORIZATION OF TRUSTEE TO TAKE OTHER ACTIONS.

                  The Trustee is hereby authorized to enter into and take any
actions or deliver such consents required by or requested under each of the
Security Documents, the Intercreditor Agreement and such other documents as
directed by the Holders of a majority of outstanding aggregate principal amount
of the Notes. If at any time any action by or the consent of the Trustee is
required under any of the Security Documents, the Intercreditor Agreement or any
other document entered into by the Trustee at the direction of a majority of the
Holders of outstanding aggregate principal amount of the Notes, such action or
consent shall be taken or given by the Trustee upon the consent to such action
by the Holders of a majority of outstanding aggregate principal amount of the
Notes.

                                   ARTICLE 8.

                                     TRUSTEE

                  Section 8.01. DUTIES OF TRUSTEE.

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

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

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

                  (ii) in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates (or similar documents) or opinions
furnished to the


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Trustee and conforming to the requirements of this Indenture. However, the
Trustee shall examine the certificates (or similar documents) and opinions to
determine whether or not they conform to the requirements of this Indenture (but
need not confirm or investigate the accuracy of mathematical calculations or
other facts stated therein or otherwise verify the contents thereto).

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

                  (i) this paragraph does not limit the effect of paragraph (b)
of this Section 8.01;

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

                  (iii) the Trustee shall not be liable with respect to any
action it takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 7.05 hereof.

                  (d) Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b), (c) and (e) of this Section 8.01.

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

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

                  Section 8.02. RIGHTS OF TRUSTEE.

                  (a) The Trustee may conclusively rely upon any document
believed by it to be genuine and to have been signed or presented by the proper
Person. The Trustee need not investigate any fact or matter stated in any such
document. The Trustee shall receive and retain financial reports and statements
of the Company as provided herein, but it shall have no duty to review or
analyze such reports or statements to determine compliance with covenants or
other obligations of the Company.

                  (b) Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel or both. The Trustee
shall not be liable for any action it takes or omits to take in good faith in
reliance on such Officers' Certificate or Opinion of Counsel. The Trustee may
consult with counsel of its selection and the


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advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection from liability in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon.

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

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

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

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

                  (g) Prior to the occurrence of an Event of Default hereunder
and after the curing of all Events of Default which may have occurred, 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, order, approval, bond or other paper or document unless
requested in writing to do so by the Holders representing more than 25% in
aggregate principal amount of Notes then outstanding; PROVIDED, that if the
payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee, not reasonably assured to the Trustee by the Note
afforded to it by the terms of this Indenture, the Trustee may require indemnity
reasonably satisfactory to it against such cost, expense or liability as a
condition to so proceeding.

                  Section 8.03. INDIVIDUAL RIGHTS OF TRUSTEE.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as trustee or resign. Any Agent may do the same with like
rights and duties. The Trustee is also subject to Sections 8.10 and 8.11 hereof.

                  Section 8.04. TRUSTEE'S DISCLAIMER.

                  The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture, the Notes, or
the Security Documents, it shall not be accountable for the Company's use of the
proceeds from the Notes or any money


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paid to the Company or upon the Company's direction under any provision of this
Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

                  Section 8.05. NOTICE OF DEFAULTS.

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

                  (b) If a Default or Event of Default occurs and is continuing
and if it is known to the Trustee in accordance with the provisions of paragraph
(a) of this Section 8.05, the Trustee shall mail to Holders of Notes a notice of
the Default or Event of Default within 90 days after it occurs. Except in the
case of a Default or Event of Default in payment of principal of, premium, if
any, or interest on any Note, the Trustee may withhold the notice if and so long
as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of the Holders of the Notes.

                  Section 8.06. REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.

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

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

                  Section 8.07. COMPENSATION AND INDEMNITY.

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



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                  The Company shall indemnify the Trustee and hold it harmless
against any and all losses, liabilities or expenses incurred by it arising out
of or in connection with the acceptance or administration of its duties under
this Indenture and the Security Documents, including the costs and expenses of
enforcing this Indenture and the Security Documents against the Company
(including this Section 8.07) and defending itself against any claim (whether
asserted by the Company or any Holder or any other person) or liability in
connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent any such loss, liability or expense may be
attributable to its gross negligence or bad faith. The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Company shall not relieve the Company of its
obligations hereunder. The Company shall defend the claim and the Trustee shall
cooperate in the defense. The Trustee may have separate counsel and the Company
shall pay the reasonable fees and expenses of such counsel. The Company need not
pay for any settlement made without its consent, which consent shall not be
unreasonably withheld or delayed.

                  The obligations of the Company under this Section 8.07 shall
survive the satisfaction and discharge of this Indenture or the resignation or
removal of the Trustee.

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

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 7.01(g) or (h) hereof occurs, the expenses
and the compensation for the services (including the fees and expenses of its
agents and counsel) are intended to constitute expenses of administration under
any Bankruptcy Law.

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

                  Section 8.08. REPLACEMENT OF TRUSTEE.

                  A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section 8.08.

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

                  (a) the Trustee fails to comply with Section 8.10 hereof;

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



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

                  (d) the Trustee becomes incapable of acting.

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

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

                  If the Trustee, after written request by any Holder of a Note
who has been a Holder of a Note for at least six months, fails to comply with
Section 8.10 hereof, such Holder of a Note may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this indenture. The successor Trustee shall mail a notice of its
succession to Holders of the Notes. The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, provided all sums
owing to the Trustee hereunder have been paid and subject to the Lien provided
for in Section 8.07 hereof. Notwithstanding replacement of the Trustee pursuant
to this Section 8.08, the Company's obligations under Section 8.07 hereof shall
continue for the benefit of the retiring Trustee. The Company shall take such
actions as are necessary or desirable, in the opinion of counsel to the
successor Trustee to maintain the perfection of the Liens created by the
Security Documents all at the expense of the Company.

                  Section 8.09. SUCCESSOR TRUSTEE BY MERGER, ETC.

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

                  Section 8.10. ELIGIBILITY; DISQUALIFICATION.

                  There shall at all times be a Trustee (or in the case of a
banking corporation included in a bank holding company system, the related bank
holding company) hereunder that is a corporation organized and doing business
under the laws of the United States of America or of any state thereof that is
authorized under such laws to exercise corporate trustee power, that is subject
to supervision or examination by federal


                                       87
<Page>

or state authorities and that has a combined capital and surplus of at least
$100.0 million as set forth in its most recent published annual report of
condition.

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

                  Section 8.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST
COMPANY.

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

                  Section 8.12. CO-TRUSTEE.

                  It is the purpose of this Indenture that there shall be no
violation of any law of any jurisdiction denying or restricting the right of
certain banking corporations or associations to transact business as trustee as
contemplated herein in such jurisdiction. The following provisions of this
Section 8.12 are included in the event that it is necessary that the Trustee
appoint an additional institution as a separate Trustee or Co-Trustee.

                  In the event of the incapacity or lack of authority of the
Trustee, by reason of any present or future law of any jurisdiction, to exercise
any of the rights, powers and trusts herein granted to the Trustee or to take
any other action which may be necessary or desirable in connection therewith,
each and every remedy, power, right, claim, demand, cause of action, immunity,
estate, title, interest and lien expressed or intended by this Indenture to be
exercised by or vested in or conveyed to the Trustee with respect thereto shall
be exercisable by and vest in such separate Trustee or Co-Trustee but only to
the extent necessary to enable the separate Trustee or Co-Trustee to exercise
such rights, powers and trusts, and every covenant and obligation necessary to
the exercise thereof shall run to and be enforceable by such separate Trustee or
Co-Trustee.

                  Should any deed, conveyance or instrument in writing from the
Company be required by the separate Trustee or Co-Trustee so appointed by the
Trustee in order to more fully and certainly vest in and confirm to him or it
such properties, rights, powers, trusts, duties and obligations, any and all
such deeds, conveyances and instruments shall, on request, be executed,
acknowledged and delivered by the Company. In case any separate Trustee or
Co-Trustee or a successor to either, shall die, become incapable of acting,
resign or be removed, all the estates, properties, rights, powers, trusts,
duties and obligations of such separate Trustee or Co-Trustee, so far as
permitted by law, shall vest in and be exercised by the Trustee until the
appointment of a new Trustee or successor to such separate Trustee or
Co-Trustee.



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                                   ARTICLE 9.

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

                  Section 9.01. OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT
DEFEASANCE.

                  The Company may, at the option of its Board of Directors
evidenced by a resolution set forth in an Officers' Certificate delivered to the
Trustee, at any time, elect to have either Section 9.02 or 9.03 hereof applied
to all outstanding Notes upon compliance with the conditions set forth below in
this Article 9.

                  Section 9.02. LEGAL DEFEASANCE AND DISCHARGE.

                  Upon the Company's exercise under Section 9.01 hereof of the
option applicable to this Section 9.02, the Company shall, subject to the
satisfaction of the conditions set forth in Section 9.04 hereof, be deemed to
have been discharged from its obligations with respect to all outstanding Notes
on the date the conditions set forth below are satisfied (hereinafter, "LEGAL
DEFEASANCE"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be "OUTSTANDING" only for
the purposes of Section 9.05 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all of its obligations
under such Notes and this Indenture (and the Trustee, on demand of and at the
expense of the Company, shall execute proper instruments delivered to it by the
Company acknowledging the same), except for the following provisions which shall
survive until otherwise terminated or discharged hereunder: (a) the rights of
Holders of outstanding Notes to receive payments in respect of the principal of,
premium, if any, and interest on such Notes when such payments are due from the
trust referred to below; (b) the Company's obligations with respect to the Notes
concerning issuing temporary Notes, registration of Notes, mutilated, destroyed,
lost or stolen Notes and the maintenance of an office or agency for payment and
money for security payments held in trust; (c) the rights, powers, trusts,
duties and immunities of the Trustee, and the Company's obligations in
connection therewith; (d) the Legal Defeasance provisions of this Indenture; and
(e) the obligations of the Company under Article 4 which shall not terminate
until the payment at the redemption date specified in Article 3 or the Stated
Maturity of the Notes. Subject to compliance with this Article 9, the Company
may exercise its option under this Section 9.02 notwithstanding the prior
exercise of its option under Section 9.03 hereof.

                  Section 9.03. COVENANT DEFEASANCE.

                  Upon the Company's exercise under Section 9.01 hereof of the
option applicable to this Section 9.03, the Company shall, subject to the
satisfaction of the conditions set forth in Section 9.04 hereof, be released
from its obligations under the covenants contained in Sections 5.02, 5.06, 5.07,
5.08, 5.09, 5.10, 5.11, 5.14, 5.19, 5.20, 5.21, 5.22 and Article 6 herein with
respect to the outstanding Notes on and after the date the conditions set forth
in Section 9.04 are satisfied (hereinafter, "COVENANT DEFEASANCE"), and the
Notes shall thereafter be deemed not "OUTSTANDING" for the


                                       89
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purposes of any direction, waiver, consent or declaration or act of Holders (and
the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "OUTSTANDING" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes); PROVIDED that the foregoing shall not relieve the Company of its
obligations under Article 4 which shall not terminate until the payment at the
redemption date specified in Article 3 or the Stated Maturity of the Notes. For
this purpose, Covenant Defeasance means that, with respect to the outstanding
Notes, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply
shall not constitute a Default or an Event of Default under Section 7.01 hereof,
but, except as specified above, the remainder of this Indenture and such Notes
shall be unaffected thereby. In addition, upon the Company's exercise under
Section 9.01 hereof of the option applicable to this Section 9.03, subject to
the satisfaction of the conditions set forth in Section 9.04 hereof, Sections
7.01(b) through 7.01(e) hereof shall not constitute Events of Default.

                  Section 9.04. CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

                  The following shall be the conditions to the application of
either Section 9.02 or 9.03 hereof to the outstanding Notes:

                  In order to exercise either Legal Defeasance or Covenant
Defeasance:

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

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

                  (c) in the case of Covenant Defeasance, the Company must
deliver to the Trustee and the Initial Purchaser an Opinion of Counsel in the
United States reasonably acceptable to the Trustee confirming that the Holders
of the outstanding Notes will not


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<Page>

recognize income, gain or loss for United States federal income tax purposes as
a result of such Covenant Defeasance, and such Holders will be subject to United
States federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such Covenant Defeasance had not
occurred;

                  (d) no Default or Event of Default shall have occurred and be
continuing on the date of such deposit (other than a Default or Event of Default
resulting from the borrowing of funds to be applied to such deposit) or insofar
as Events of Default from bankruptcy or insolvency events are concerned, at any
time in the period ending on the 91st day after the date of deposit;

                  (e) such Legal Defeasance or Covenant Defeasance will not
result in a breach or violation of, or constitute a default under, any material
agreement or instrument (other than this Indenture) to which the Company or any
of its Subsidiaries is a party or by which the Company or any of its
Subsidiaries is bound;

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

                  (g) the Company must deliver to the Trustee an Officers'
Certificate and an Opinion of Counsel in the United States reasonably acceptable
to the Trustee, each stating that the conditions precedent provided for or
relating to Legal Defeasance or Covenant Defeasance, as applicable, in the case
of the Officers' Certificate, in clauses (a) through (f) and, in the case of the
Opinion of Counsel, in clauses (b) and (c) of this paragraph, have been complied
with.

                  Section 9.05. DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE
HELD IN TRUST: OTHER MISCELLANEOUS PROVISIONS.

                  Subject to Section 9.06 hereof, all money and non-callable
Government Securities (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively, and solely for purposes of
this Section 9.05, the "TRUSTEE") pursuant to Section 9.04 hereof in respect of
the outstanding Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as
Paying Agent) as the Trustee may determine, to the Holders of such Notes of all
sums due and to become due thereon in respect of principal, premium, if any, and
interest, but such money need not be segregated from other funds except to the
extent required by law.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the cash or non-callable
Government Securities deposited pursuant to Section 9.04 hereof or the principal
and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.



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                  Anything in this Article 9 to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon the
request of the Company any money or non-callable Government Securities held by
it as provided in Section 9.04 hereof which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee (which may be the opinion
delivered under Section 9.04(a) hereto, are in excess of the amount thereof that
would then be required to be deposited to effect an equivalent Legal Defeasance
or Covenant Defeasance.

                  Section 9.06. REPAYMENT TO COMPANY.

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

                  Section 9.07. REINSTATEMENT.

                  If the Trustee or Paying Agent is unable to apply any United
States dollars or noncallable Government Securities in accordance with Section
9.02 or 9.03 hereof, as the case may be, by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company's obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit had
occurred pursuant to Section 9.02 or 9.03 hereof until such time as the Trustee
or Paying Agent is permitted to apply all such money in accordance with Section
9.02 or 9.03 hereof, as the case may be; PROVIDED, HOWEVER, that, if the Company
makes any payment of principal of or interest on any Note following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.

                  Section 9.08. SURVIVAL.

                  The Trustee's rights under this Article 9 shall survive
termination of this Indenture.



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                                   ARTICLE 10.

                        AMENDMENT, SUPPLEMENT AND WAIVER

                  Section 10.01. WITHOUT CONSENT OF HOLDERS OF NOTES.

                  Notwithstanding Section 10.02 hereof, the Company and the
Trustee may amend or supplement this Indenture, the Notes or the Security
Documents without the consent of any Holder of a Note:

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

                  (b) to provide for uncertificated Notes in addition to or in
place of certificated Notes or to alter the provisions of Article 2 hereof
(including the related definitions) in a manner that does not adversely affect
any Holder;

                  (c) to provide for the assumption of the Company's obligations
to the Holders of the Notes by a successor to the Company pursuant to Article 6
hereof;

                  (d) to make any change that would provide any additional
rights or benefits to the Holders of the Notes or that does not adversely affect
the rights hereunder of any Holder of the Note;

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

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

                  (g) to effect any change to the transfer and exchange
restrictions and security delivery procedures contained in Article 2 in order to
conform with changes in any applicable law or Applicable Procedures.

                  Upon the request of the Company accompanied by a resolution of
its Board of Directors authorizing the execution of any such amended or
supplemental indenture or amendment to a Security Document, and upon receipt by
the Trustee of the documents described in Section 8.02 hereof, the Trustee shall
join with the Company in the execution of any amended or supplemental indenture
or amendment to a Security Document authorized or permitted by the terms of this
Indenture and to make any further appropriate agreements and stipulations that
may be therein contained, but the Trustee shall not be obligated to enter into
such amended or supplemental indenture or amendment to a Security Document that
affects its own rights, duties or immunities under this Indenture, the Security
Documents or otherwise.

                  Section 10.02. WITH CONSENT OF HOLDERS OF NOTES.

                  Except as provided below in this Section 10.02, the Company
and the Trustee, may amend or supplement this Indenture, the Notes and the
Security Documents with the consent of the Holders of a majority in aggregate
principal amount of the then outstanding Notes voting as a single class
(including consents obtained in connection


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with a tender offer or exchange offer for, or purchase of, the Notes), and,
subject to Sections 7.04 and 7.07 hereof, any existing Default or Event of
Default (other than a Default or Event of Default in the payment of the
principal of, premium, if any, or interest on the Notes, except a payment
default resulting from an acceleration that has been rescinded) or compliance
with any provision of this Indenture, the Notes or the Security Documents may be
waived with the consent of the Holders of a majority in aggregate principal
amount of the then outstanding Notes voting as a single class (including
consents obtained in connection with a tender offer or exchange offer for, or
purchase of, the Notes). In addition, without the consent of the Holders of at
least 85% in aggregate principal amount of the Notes then outstanding, an
amendment or waiver may not make any change to, or be effective with respect to,
any of the provisions of this Indenture or the Security Documents relating to
the Collateral.

                  Upon the request of the Company accompanied by a resolution of
its Board of Directors authorizing the execution of any such amended or
supplemental indenture, and upon the filing with the Trustee of evidence
satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid,
and upon receipt by the Trustee of the documents described in Section 8.02
hereof, the Trustee, shall join with the Company in the execution of such
amended or supplemental indenture or amendment to a Security Document unless
such amended or supplemental indenture or amendment to a Security Document
directly affects the Trustee's own rights, duties or immunities under this
Indenture, the Security Documents or otherwise, in which case the Trustee may in
its discretion, but shall not be obligated to, enter into such amended or
supplemental indenture or amendment to a Security Document, as applicable.

                  It shall not be necessary for the consent of the Holders of
Notes under this Section 10.02 to approve the particular form of any proposed
amendment or waiver, but it shall be sufficient if such consent approves the
substance thereof.

                  After an amendment, supplement or waiver under this Section
10.02 becomes effective, the Company shall mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amended or
supplemental indenture or waiver. Subject to the provisions of this Section
10.02 and Sections 7.04 and 7.07 hereof, the Holders of a majority in aggregate
principal amount of the Notes then outstanding voting as a single class may
waive compliance in a particular instance by the Company with any provision of
this Indenture or the Notes. However, without the consent of each Holder
affected, an amendment or waiver under this Section 10.02 may not (with respect
to any Notes held by a non-consenting Holder):

                  (a) change the Stated Maturity on any Note, or reduce the
principal thereof or the rate (or extend the time for payment) of interest
thereon or any premium payable upon the redemption at the option of the Company
thereof, or change the place of payment where, or the coin or currency in which,
any Note or any premium or the interest thereon is payable, or impair the right
to institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption at the option of the Company, on
or after the redemption date), or reduce the Change of Control Payment after the
Change of Control has occurred;



                                       94
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                  (b) alter the provisions (including the defined terms used
herein) regarding the right of the Company to redeem the Notes as a right, or at
the option, of the Company in a manner adverse to the Holders:

                  (c) reduce the percentage in principal amount of Notes
outstanding whose Holders must consent to an amendment, supplement or waiver
provided for in this Indenture;

                  (d) release all or substantially all of the Collateral from
the Lien of this Indenture or the Security Documents (except in accordance with
the provisions thereof); or

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

                  Section 10.03. COMPLIANCE WITH TRUST INDENTURE ACT.

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

                  Section 10.04. REVOCATION AND EFFECT OF CONSENTS.

                  Until an amendment, supplement or waiver becomes effective, a
consent to it by a Holder of a Note is a continuing consent by the Holder of a
Note and every subsequent Holder of a Note or portion of a Note that evidences
the same debt as the consenting Holder's Note, even if notation of the consent
is not made on any Note. However, any such Holder of a Note or subsequent Holder
of a Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder. An amendment or waiver shall
become effective upon receipt by the Trustee of the requisite number of written
consents under Section 10.01 or 10.02 as applicable.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders of Notes entitled to give their
consent or take any other action described above or required or permitted to be
taken pursuant to this Indenture. If a record date is fixed, then
notwithstanding the immediately preceding paragraph, those Persons who held
Notes at such record date (or their duly designated proxies), and only those
Persons, shall be entitled to give such consent or to revoke any consent
previously given or to take any such action, whether or not such Persons
continue to be Holders after such record date.

                  Section 10.05. NOTATION ON OR EXCHANGE OF NOTES.

                  The Trustee may place an appropriate notation about an
amendment, supplement or waiver on any Note thereafter authenticated. The
Company in exchange


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for all Notes may issue and the Trustee shall, upon receipt of an Authentication
Order, authenticate new Notes that reflect the amendment, supplement or waiver.

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

                  Section 10.06. TRUSTEE TO SIGN AMENDMENTS. ETC.

                  Trustee shall sign any amended or supplemental indenture
authorized pursuant to this Article 10 if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee
and all other conditions to the execution and delivery of such amendment or
supplement set forth in this Article 10 are fulfilled. The Company may not sign
an amendment or supplemental indenture until the Board of Directors approves it.
In executing any amended or supplemental indenture, the Trustee shall be
entitled to receive and (subject to Section 8.01 hereof) shall be fully
protected in relying upon an Officers' Certificate and an Opinion of Counsel
stating that the execution of such amended or supplemental indenture is
authorized or permitted by this Indenture and that such amendment is the legal,
valid and binding obligation of the Company, enforceable against it in
accordance with its terms, subject to customary exceptions, and complies with
the provisions hereof (including Section 10.03).

                                   ARTICLE 11.

                           SATISFACTION AND DISCHARGE

                  Section 11.01. SATISFACTION AND DISCHARGE OF INDENTURE.

                  This Indenture shall be discharged and will cease to be of
further effect as to all Notes issued hereunder, when either:

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

                  (b) (i) all such Notes not theretofore delivered to such
         Trustee for cancellation have become due and payable by reason of the
         making of a notice of redemption, repurchase or otherwise or will
         become due and payable within one year and the Company has irrevocably
         deposited or caused to be deposited with such Trustee as trust funds in
         trust an amount of money sufficient to pay and discharge the entire
         Indebtedness on such Notes not theretofore delivered to the Trustee for
         cancellation for principal and accrued interest to the date of
         maturity, redemption or repurchase;

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



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                  (iii) the Company has paid or caused to be paid all sums
payable by it under this Indenture; and

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

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

                  Section 11.02. APPLICATION OF TRUST MONEY.

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

                  If the Trustee or Paying Agent is unable to apply any money or
Government Securities in accordance with Section 11.01 hereof by reason of any
legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company's obligations under this Indenture and the Notes shall
be revived and reinstated as though such deposit had occurred pursuant to
Section 11.01 hereof; PROVIDED that if the Company has made any payment of
principal of, premium, if any, or interest on any Notes because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money or
Government Securities held by the Trustee or Paying Agent.

                                   ARTICLE 12.

                             COLLATERAL AND SECURITY

                  Section 12.01. SECURITY.

                  The due and punctual payment of the principal of and interest
on the Notes when and as the same shall be due and payable, whether on an
Interest Payment Date, at maturity, by acceleration, repurchase, redemption or
otherwise, and interest on the overdue principal of and interest on the Notes
and performance of all other obligations of the Company to the Holders of Notes,
or the Trustee under this Indenture and the Notes, according to the terms
hereunder or thereunder, shall be secured to the extent provided in the Security
Documents which the Company has entered into simultaneously with the execution
of this Indenture. Each Holder of Notes, by its acceptance thereof, consents and
agrees to the terms of the Security Documents (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, authorizes and directs the Trustee to enter into the Security


                                       97
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Documents and to perform its obligations and exercise its rights thereunder in
accordance therewith. The Company shall deliver or cause to be delivered to the
Trustee copies of all documents executed pursuant to this Indenture and the
Security Documents, and shall do or cause to be done all such acts and things as
may be necessary or proper, or as may be required by the provisions of the
Security Documents, to assure and confirm to the Trustee the security interest
in the Collateral contemplated hereby, by the Security Documents or any part
thereof, as from time to time constituted, so as to render the same available
for the security and benefit of this Indenture and of the Notes secured hereby,
according to the intent and purposes herein expressed. The Company shall take,
or shall cause its Subsidiaries to take, upon request of the Trustee, any and
all actions reasonably required to cause the Security Documents to create and
maintain, as security for the Obligations of the Company hereunder, a valid and
enforceable perfected first-priority Lien in and on all the Collateral, in favor
of the Trustee for the benefit of the Trustee and the Holders of Notes, superior
to and prior to the rights of all third Persons and subject to no Liens (other
than Permitted Liens).

                  Section 12.02. RECORDING AND OPINIONS.

                  (a) The Company will cause the applicable Security Documents
and any financing statements, and all amendments or supplements to each of the
foregoing and any other similar security documents as necessary, to be
registered, recorded and filed and/or re-recorded, re-filed and renewed in such
manner and in such place or places, if any, as may be required by law or
reasonably requested by the Trustee in order fully to preserve and protect the
Lien securing the obligations under the Note pursuant to the Security Documents,
except as provided herein and therein.

                  (b) The Company shall furnish to the Trustee simultaneously
with the execution and delivery of this Indenture, an Opinion of Counsel, either
(i) stating that, in the opinion of such counsel, all action has been taken with
respect to the recording, registering and filing, financing statements,
continuation statements or other instruments of further assurance as is
necessary to maintain the Lien intended to be created by the Depositary
Agreement, and reciting with respect to the security interests in the
Collateral, the details of such action, or (ii) stating that, in the opinion of
such counsel, no such action is necessary to make such Lien effective.

                  (c) The Company shall furnish to the Trustee on October 1, in
each year beginning with October 1, 2002, an Opinion of Counsel, dated as of
such date, either (i) (A) stating that, in the opinion of such counsel, action
has been taken with respect to the recording, registering, filing, re-recording,
re-registering and re-filing of all supplemental indentures, financing
statements, continuation statements or other instruments of further assurance as
is necessary to maintain the Lien of the Security Documents and reciting with
respect to the security interests in the Collateral the details of such action
or referring to prior Opinions of Counsel in which such details are given, and
(B) stating that, based on relevant laws as in effect on the date of such
Opinion of Counsel, all financing statements and continuation statements have
been executed and filed that are necessary as of such date and during the
succeeding 12 months fully to preserve and protect, to the extent such
protection and preservation are possible by filing, the rights of the Holders of
Notes and the Trustee hereunder and under the Security Documents with


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respect to the security interests in the Collateral, or (ii) stating that, in
the opinion of such counsel, no such action is necessary to maintain such Lien
and assignment.

                  (d) The Company shall otherwise comply with the provisions of
TIA Section 314(b).

                  Section 12.03. RELEASE OF COLLATERAL.

                  (a) Subject to subsection (b), (c) and (d) of this Section
12.03, Collateral may be released from the Lien and security interest created by
the Security Documents at any time or from time to time in accordance with the
provisions of the applicable Security Document or as provided in Section 5.24
hereof.

                  (b) Upon the request of the Company pursuant to an Officers'
Certificate certifying that all conditions precedent to such release hereunder
and under the Security Documents have been met, the Trustee shall release
Collateral. Upon receipt of such Officers' Certificate, the Trustee shall (at
the sole cost and expense of the Company) execute, deliver or acknowledge, in
all cases without recourse or representation or warranty of any kind, any
necessary or proper instruments of termination, satisfaction or release to
evidence the release of any Collateral permitted to be released pursuant to this
Indenture or the Security Documents.

                  (c) No Collateral shall be released from the Lien and security
interest created by the Security Documents pursuant to the provisions of the
Security Documents unless there shall have been delivered to the Trustee the
certificate required by this Section 12.03.

                  (d) At any time when a Default or Event of Default shall have
occurred and be continuing, no release of Collateral pursuant to the provisions
of the Security Documents shall be effective as against the Holders of Notes.

                  (e) The release of any Collateral from the terms of this
Indenture and the Security Documents 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 Security
Documents. To the extent applicable, the Company shall cause TIA ss. 313(b),
relating to reports, and TIA ss. 314(d), relating to the release of property or
securities from the Lien and security interest of the Security Documents and
relating to the substitution therefor of any property or securities to be
subjected to the Lien and security interest of the Security Documents, to be
complied with. Any certificate or opinion required by TIA ss. 314(d) may be made
by an Officer of the Company except in cases where TIA ss. 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 Trustee in the exercise of reasonable care.

                  Section 12.04. CERTIFICATES OF THE COMPANY.

         The Company shall furnish to the Trustee prior to each proposed release
of Collateral pursuant to the Security Documents, (i) all documents, if any,
required by TIA


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Section 314(d) and (ii) an Opinion of Counsel, which may be rendered by internal
counsel to the Company, to the effect that such accompanying documents
constitute all documents required by TIA Section 314(d). The Trustee may, to the
extent permitted by Sections 8.01 and 8.02 hereof, accept as conclusive evidence
of compliance with the foregoing provisions the appropriate statements contained
in such documents and such Opinion of Counsel.

                  Section 12.05. CERTIFICATES OF THE TRUSTEE.

                  In the event that the Company wishes to release Collateral in
accordance with the Security Documents and has delivered the certificates and
documents required by the Security Documents and Sections 12.03 and 12.04
hereof, the Trustee shall determine whether it has received all documentation
required by TIA Section 314(d) in connection with such release and, based on
such determination and the Opinion of Counsel delivered pursuant to Section
12.04, shall deliver a certificate to the Trustee setting forth such
determination.

                  Section 12.06. AUTHORIZATION OF ACTIONS TO BE TAKEN BY THE
TRUSTEE UNDER THE SECURITY DOCUMENTS.

                  Subject to the provisions of Section 8.01 and 8.02 hereof, the
Trustee shall, in its sole discretion and without the consent of the Holders of
Notes, on behalf of the Holders of the Notes, take all actions it deems
necessary or appropriate in order to (a) enforce any of the terms of the
Security Documents and (b) collect, receive and distribute any and all amounts
payable in respect of the Obligations of the Company hereunder or under the
Security Documents. The Trustee shall have the power to institute and maintain
such suits and proceedings as it either may deem expedient to prevent any
impairment of the Collateral by any acts that may be unlawful or in violation of
the Security Documents 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 of Notes 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 of Notes or
of the Trustee).

                  Section 12.07. AUTHORIZATION OF RECEIPT OF FUNDS BY THE
TRUSTEE UNDER THE SECURITY DOCUMENTS .

                  The Trustee is authorized to receive any funds for the benefit
of the Holders of Notes distributed under the Security Documents, and to make
further distributions of such funds to the Holders of Notes according to the
provisions of this Indenture and the Security Documents.

                  Section 12.08. TERMINATION OF SECURITY INTEREST. Upon the
payment in full of all Obligations of the Company under this Indenture and the
Notes, or under Legal Defeasance, the Trustee shall, at the request of the
Company, release the Liens pursuant to this Indenture and the Security
Documents.



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                                   ARTICLE 13.

                                  MISCELLANEOUS

                  Section 13.01. TRUST INDENTURE ACT CONTROLS.

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

                  Section 13.02. NOTICES.

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

                  If to the Company:

                  Metromedia Fiber Network, Inc.
                  One North Lexington Avenue
                  White Plains, NY 10601
                  Attention:  Chief Financial Officer
                  Telecopy:

                  With a copy to:

                  Metromedia Company
                  One Meadowlands Plaza
                  East Rutherford, NJ 07073-2137
                  Attention:  General Counsel
                  Telecopy:  (201) 531-2803

                  and a copy to:

                  Paul, Weiss, Rifkind, Wharton & Garrison
                  1285 Avenue of the Americas
                  New York, New York 10019
                  Attention:  Douglas A. Cifu, Esq.
                  Telecopy: (212) 757-3990

                  If to the Trustee:

                  Wilmington Trust Company
                  Rodney Square North
                  1100 North Market Street
                  Wilmington, Delaware 19890
                  Attention: Corporate Trust Division/Metromedia Fiber
                  Telecopy:  (302) 651-8882

                  and a copy to:

                                      101
<Page>

                  Winston & Strawn
                  200 Park Avenue
                  New York, New York 10166
                  Attention:  Jeffrey H. Elkin, Esq.
                  Telecopy:  (212) 294-4700

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

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

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

                  If a notice or communication is mailed in the manner provided
above within the time prescribed, it is duly given, whether or not the addressee
receives it, except that any notice or communication to the Trustee shall be
deemed to have been duly given to the Trustee when received at the Corporate
Trust Office of the Trustee.

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

                  Section 13.03. COMMUNICATION BY HOLDERS OF NOTES WITH OTHER
HOLDERS OF NOTES.

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

                  Section 13.04. CERTIFICATE AND OPINION AS TO CONDITIONS
PRECEDENT.

                  Upon any request or application by the Company to the Trustee
to take any action under this Indenture, except with respect to the initial
authentication of Notes on the date of this Indenture, the Company shall furnish
to the Trustee:

                  (a) an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 13.05 hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied, and



                                      102
<Page>

                  (b) an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 13.05 hereof) stating that, in the opinion of such counsel, all such
conditions precedent and covenants have been satisfied.

                  Section 13.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

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

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

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

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

                  (d) a statement as to whether or not, in the opinion of such
Person, such condition or covenant has been satisfied.

                  Section 13.06. RULES BY TRUSTEE AND AGENTS.

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

                  Section 13.07. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS,
EMPLOYEES AND SHAREHOLDERS.

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

                  Section 13.08. GOVERNING LAW.

                  THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                  Section 13.09. CONSENT TO JURISDICTION AND SERVICE.



                                      103
<Page>

                  To the fullest extent permitted by applicable law, the Company
hereby irrevocably submits to the jurisdiction of any Federal or State court
located in the Borough of Manhattan in The City of New York, New York in any
suit, action or proceeding based on or arising out of or relating to this
Agreement or any Notes, and irrevocably agree that all claims in respect of such
suit or proceeding may be determined in any such court. The Company irrevocably
waives, to the fullest extent permitted by law, any objection which they may
have to the laying of the venue of any such suit, action or proceeding brought
in such a court and any claim that any suit, action or proceeding brought in
such a court has been brought in an inconvenient forum. The Company agrees that
final judgment in any such suit, action or proceeding brought in such a court
shall be conclusive and binding upon the Company and may be enforced in the
courts of any jurisdiction to which the Company is subject to a suit upon such
judgment, PROVIDED that service of process is effected upon the Company in the
manner specified herein or as otherwise permitted by law. To the extent that the
Company has or hereafter may acquire any immunity from jurisdiction of any court
or from any legal process with respect to itself or its property, the Company
hereby irrevocably waives such immunity in respect of its obligations under this
Agreement, to the extent permitted by law.

                  Section 13.10. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

                  Section 13.11. SUCCESSORS.

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

                  Section 13.12. SEVERABILITY.

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

                  Section 13.13. COUNTERPART ORIGINALS.

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

                  Section 13.14. TABLE OF CONTENTS, HEADINGS. ETC.

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

                      [Indenture signature page(s) follow]


                                      104
<Page>

                           [Indenture signature page]

Dated as of October 1, 2001

                                            METROMEDIA FIBER NETWORK, INC.


                                            By: /s/ Nick Tanzi
                                               ---------------------------------
                                                 Name:  Nick Tanzi
                                                 Title: President and CEO


                                            WILMINGTON TRUST COMPANY, as Trustee


                                            By: /s/ James D. Nesci
                                               ---------------------------------
                                                 Name:  James D. Nesci
                                                 Title: Authorized Signer




                                      105
<Page>


                                                                       EXHIBIT A

                                 (FACE OF NOTE)

                              [GLOBAL NOTE LEGEND]

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

                           [PRIVATE PLACEMENT LEGEND]

         "THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR OTHER
         SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION
         HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
         ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
         UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
         REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND HEDGING
         TRANSACTIONS INVOLVING THESE NOTES MAY NOT BE CONDUCTED UNLESS IN
         COMPLIANCE WITH THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS
         ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A "QUALIFIED
         INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES
         ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING ITS NOTE IN AN
         "OFFSHORE TRANSACTION" PURSUANT TO RULE 903 OR 904 OF REGULATION S
         UNDER THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL "ACCREDITED
         INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF
         RULE 501 UNDER THE SECURITIES ACT THAT IS PURCHASING FOR ITS OWN
         ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR
         FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN
         CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
         (2) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO YEARS
         (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(K) UNDER THE
         SECURITIES ACT OR ANY SUCCESSOR



                                      A-1

<Page>

         PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF
         (OR OF ANY PREDECESSOR OF THIS NOTE) OR THE LAST DAY ON WHICH THE
         COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF ANY NOTE (OR
         ANY PREDECESSOR OF THIS NOTE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY
         BE REQUIRED BY APPLICABLE LAW (THE "RESALE RESTRICTION TERMINATION
         DATE"), OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE
         COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
         DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
         NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT
         REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
         RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT
         OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
         GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A INSIDE
         THE UNITED STATES, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS
         THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S
         UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR"
         WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501
         UNDER THE SECURITIES ACT THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR
         THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR FOR INVESTMENT
         PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH
         ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO
         ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
         SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM
         THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
         LEGEND; PROVIDED THAT THE COMPANY SHALL HAVE THE RIGHT PRIOR TO ANY
         SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D) OR (F) TO
         REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
         OTHER INFORMATION SATISFACTORY TO IT, AND (II) IN EACH OF THE FOREGOING
         CASES, TO REQUIRE THAT A CERTIFICATION OF TRANSFER IN THE FORM
         APPEARING IN THE INDENTURE GOVERNING THIS NOTE IS COMPLETE AND
         DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED
         UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
         DATE. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES"
         AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER
         THE SECURITIES ACT."



                                      A-2
<Page>



                                                                 CUSIP _________

                 8.5% SENIOR SECURED CONVERTIBLE NOTES DUE 2011

No.                                                 $50,000,000

                         METROMEDIA FIBER NETWORK, INC.

promises to pay to [INSERT IF A GLOBAL NOTE: Cede & Co.] [INSERT IF A DEFINITIVE
NOTE:

____________] or registered assigns, the principal sum of Fifty Million
Dollars ($50,000,000) on March 15, 2011

                  Interest Payment Dates: March 15th and September 15th,
                                           commencing March 15, 2002

                           Record Dates:  March 1st and September 1st

                                             METROMEDIA FIBER NETWORK, INC.


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





                                      A-3
<Page>



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



Wilmington Trust Company,
as Trustee


By:
   -----------------------------------------
     Authorized Signatory

Dated:
      --------------------------------------




                                      A-4
<Page>


                                 (Back of Note)

                 8.5% Senior Secured Convertible Notes due 2011

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

                  1. INTEREST. Metromedia Fiber Network, Inc., a Delaware
corporation (the "COMPANY"), promises to pay interest on the principal amount of
this Note at 8.5% per annum from October 1, 2001 until maturity. The Company
shall pay interest semi-annually on March 15th and September 15th of each year,
or if any such day is not a Business Day, on the next succeeding Business Day
(each an "INTEREST PAYMENT DATE"). Interest on the Notes shall accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; PROVIDED that the first Interest Payment Date
shall be March 15, 2002. The Company shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal and
premium, if any, from time to time on demand at a rate that is 1.0% per annum in
excess of the rate then in effect; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest (without regard to any applicable grace periods) from
time to time on demand at the same rate to the extent lawful. Interest shall be
computed on the basis of a 360-day year of twelve 30-day months.

                  2. METHOD OF PAYMENT. The Company shall pay interest on the
Notes (except defaulted interest) to the Persons who are registered Holders of
Notes at the close of business on the March 1st or September 1st next preceding
the Interest Payment Date, even if such Notes are canceled after such Record
Date and on or before such Interest Payment Date, except as provided in Section
2.12 of the Indenture with respect to defaulted interest. The Notes shall be
payable as to principal and interest at the office or agency of the Company
maintained for such purpose within or outside of the City and State of New York,
or, at the option of the Company, payment of interest may be made by check
mailed to the Holders at their addresses set forth in the register of Holders
kept by the Registrar, and provided that payment by wire transfer of immediately
available funds shall be required with respect to principal of and interest on,
all Global Notes and all other Notes the Holders of which shall have provided
wire transfer instructions to the Company or the Paying Agent. Such payment
shall be in such currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.

                  3. PAYING AGENT, CONVERSION AGENT AND REGISTRAR. Wilmington
Trust Company, the Trustee under the Indenture, shall act as Paying Agent,
Conversion Agent and Registrar. The Company may change any Paying Agent,
Conversion Agent or Registrar without notice to any Holder. The Company or any
of its Subsidiaries may act in any such capacity.

                  4. INDENTURE. This Note is one of a duly authorized issue of
Notes of the Company, designated as its 8.5% Senior Secured Convertible Notes
due 2011, limited to the aggregate principal amount of $50,000,000 all issued or
to be issued under and pursuant to an Indenture dated as of October 1, 2001 (the
"INDENTURE") between the


                                      A-5
<Page>

Company and the Trustee. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code ss.ss. 77aaa-77bbbb) (the
"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. To the extent any provision
of this Note conflicts with the express provisions of the Indenture, the
provisions of the Indenture shall govern and be controlling.

                  5. OPTIONAL REDEMPTION.

                  The Notes shall not be redeemable at the Company's option
prior to September 15, 2006. Thereafter, the Notes shall be subject to
redemption at any time at the option of the Company, in whole or in part upon
not less than 45 nor more than 60 days' notice, at the redemption prices
(expressed as percentages of principal amount) set forth below, plus accrued and
unpaid interest thereon to the applicable redemption date (subject to the right
of Holders of record on the relevant Record Date to receive interest due on the
relevant Interest Payment Date), if redeemed during the twelve-month period
beginning on September 15 (September 17 for the year 2007) of the years
indicated below:

<Table>
<Caption>

                                                                   PERCENTAGE OF
                                                                     PRINCIPAL
YEAR                                                                  AMOUNT
----                                                                  ------

<S>                                                                  <C>
2006  ............................................................   104.250%
2007  ............................................................   103.190%
2008  ............................................................   102.130%
2009  ............................................................   101.060%
2010 and thereafter  .............................................   100.000%
</Table>

                  Any redemption pursuant to this Section 5 shall be made
pursuant to the provisions of Section 3.01 through 3.06 of the Indenture.

                  6. MANDATORY REDEMPTION. Except as set forth in this Section
6, the Company shall not be required to make mandatory redemption or sinking
fund payments with respect to the Notes. If (A) the Requisite Company Vote has
not been received by the date that is six months after the date of the Indenture
or (B) for any reason the C&MA Assignment is deemed to be an invalid or
ineffective assignment under the terms of the C&MA, each Holder of the Notes
will have the right to require the Company to purchase all of such Holder's
Notes at a purchase price in cash equal to 101% of the aggregate principal
amount thereof plus accrued and unpaid interest thereon to the date of purchase
(subject to the right of Holders of record on the relevant Record Date to
receive interest due on the relevant Interest Payment Date). Any purchase
pursuant to this Section 6 shall be made pursuant to the provisions of Sections
3.01 through 3.06 of the Indenture.

                  7. REPURCHASE AT OPTION OF HOLDER. Upon the occurrence of a
Change of Control, each Holder of Notes will have the right to require the
Company to purchase all or any part (equal to $1,000 or an integral multiple
thereof) of such Holder's Notes pursuant to the offer described below (the
"CHANGE OF CONTROL OFFER") at a


                                      A-6
<Page>

purchase price in cash equal to 100% of the aggregate principal amount thereof
(the "CHANGE OF CONTROL PAYMENT") plus accrued and unpaid interest and premium,
if any, thereon to the date of purchase (subject to the right of Holders of
record on the relevant Record Date to receive interest and premium, if any, due
on the relevant Interest Payment Date); PROVIDED, HOWEVER, that the Company
shall not be obligated to repurchase Notes pursuant to this covenant in the
event that it has exercised its rights to redeem all of the Notes as described
in Section 3.07 of the Indenture. Within 30 days following any Change of
Control, the Company will mail a notice to each Holder setting forth the
procedures governing the Change of Control Offer as required by the Indenture.

                  8. CONVERSION OF NOTE BY HOLDER.

                  (a) Subject to the provisions of Section 4.01 of the
Indenture, from and after the time that the Requisite Company Vote is received,
a Holder of a Note may convert such Note at the Conversion Price (as hereinafter
defined) then in effect into Class A Common Stock (i) at any time after the
Regulatory Relief Date, if at such time such Holder is a Regulated Person, or
(ii) at any time, if such Holder is not a Regulated Person. The number of shares
of Class A Common Stock issuable upon conversion of a Note shall be determined
by dividing the principal amount of the Note or portion thereof surrendered for
conversion by the Conversion Price in effect on the Conversion Date. The initial
Conversion Price is $0.53875 and is subject to adjustment or voluntary reduction
as provided in Article 4 of the Indenture (the "CONVERSION PRICE").

                  (b) A Holder of Notes may convert a portion of a Note equal to
$1,000 or any integral multiple thereof; PROVIDED, HOWEVER, that provisions of
Article 4 of the Indenture that apply to conversion of all of a Note also apply
to conversion of a portion of a Note.

                  (c) A Holder of Notes is not entitled to any rights of a
holder of Class A Common Stock until such Holder has converted its Notes to
Class A Common Stock, and only to the extent such Notes are deemed to have been
converted into Class A Common Stock pursuant to Article 4 of the Indenture.

                  (d) In the event that (i) the Company takes any action which
would require an adjustment in the Conversion Price; (ii) the Company
consolidates or merges with, or transfers all or substantially all of its
property and assets to, another corporation and shareholders of the Company must
approve the transaction; or (iii) there is a dissolution or liquidation of the
Company, the Company shall mail to the Holders and file with the Trustee a
notice stating the proposed record or effective date, as the case may be. The
Company shall mail the notice before such date to the same extent as such notice
is mailed to the stockholders of the Company.

                  (e) The Conversion Price shall be adjusted from time to time
by the Company as follows:

                  (i) In case the Company shall (A) pay a dividend in shares of
Class A Common Stock to the holders of the Class A Common Stock, (B) make a
distribution in shares of Class A Common Stock to the holders of the Class A
Common Stock, (C) subdivide or split its outstanding Class A Common Stock into a
larger number of shares,


                                      A-7
<Page>

or (D) combine its outstanding Class A Common Stock into a smaller number of
shares, the Conversion Price in effect immediately prior thereto shall be
adjusted so that the Holder of any Note thereafter surrendered for conversion
shall be entitled to receive that number of shares of Class A Common Stock which
it would have owned or been entitled to receive had such Note been converted
immediately prior to the happening of such event. An adjustment made pursuant to
this subsection (i) shall become effective as of the close of business on the
record date in the case of a dividend in shares or distribution and shall become
effective as of the close of business on the effective date in the case of a
subdivision, split or combination.

                  (ii) In case (A) the Company shall issue rights or warrants to
all or substantially all holders of its Class A Common Stock entitling them (for
a period commencing no earlier than the record date described below and expiring
not more than 60 days after such record date) to subscribe for or purchase
shares of Class A Common Stock (or securities convertible into Class A Common
Stock) at a price per share less than the Current Market Price per share of
Class A Common Stock (as determined in accordance with subsection (vii) of this
Section 8(e)) at the record date for the determination of shareholders entitled
to receive such rights or warrants or (B) the Company shall sell or issue any
Class A Common Stock and the consideration per share of Class A Common Stock to
be paid upon such issuance or subscription is more than 5% less than the Current
Market Price per share of Class A Common Stock or the Company shall sell or
issue warrants, rights or other convertible securities to subscribe for or
purchase shares of Class A Common Stock at a price per share more than 5% less
than the Current Market Price per share of Class A Common Stock (each as
determined in accordance with subsection (vii) of this Section 8) on the date of
such sale or issuance, the Conversion Price in effect as of the close of
business on the record date thereto shall be adjusted so that the same shall
equal the price determined by multiplying the Conversion Price in effect on the
record date by a fraction of which the numerator shall be the number of shares
of Class A Common Stock outstanding on such record date, plus the number of
shares which the aggregate offering price of the total number of shares of Class
A Common Stock so offered (or the aggregate conversion price of the Notes so
offered) would purchase at such Current Market Price, and of which the
denominator shall be the number of shares of Class A Common Stock outstanding on
such record date plus the number of additional shares of Class A Common Stock
offered (or into which the convertible securities so offered are convertible).
Such adjustment shall be made successively whenever any such rights, warrants or
convertible securities are issued, and shall become effective as of the close of
business on such record date. If at the end of the period during which such
rights or warrants are exercisable not all rights or warrants shall have been
exercised, the adjusted Conversion Price shall be immediately readjusted to what
it would have been based upon the number of additional shares of Class A Common
Stock actually issued (or the number of shares of Class A Common Stock issuable
upon conversion of Notes actually issued).

                  (iii) In case the Company shall, by dividend or otherwise,
distribute to all holders of its Common Stock, cash (excluding (x) any regular
cash dividend on the Common Stock to the extent that the aggregate cash dividend
per share of Common Stock in any four fiscal quarters does not exceed the
greater of (A) the amount per share of Common Stock of the cash dividend on the
Common Stock for the preceding four


                                      A-8
<Page>

fiscal quarters to the extent that such dividend for the preceding four fiscal
quarters did not require any adjustment of the Conversion Price pursuant to this
Section 8(e)(iii) (as adjusted to reflect subdivisions or combinations of the
Common Stock), and (B) 3.75% of the arithmetic average of the Closing Prices (as
set forth in Section 8(e)(vii)) during the ten Trading Days immediately prior to
the date of declaration of such dividend, (y) any dividend or distribution in
connection with the liquidation, dissolution or winding up of the Company,
whether voluntary or involuntary, and (z) any cash that is distributed as part
of a distribution requiring a Conversion Price adjustment pursuant to Section
8(e)(v)), then, in such case, the Conversion Price shall be decreased so that
the same shall equal the price determined by multiplying the Conversion Price in
effect immediately prior to the close of business on the record date of such
action by a fraction of which the numerator shall be the Current Market Price of
the Class A Common Stock on such record date less the amount of cash so
distributed (and not excluded as provided above) applicable to one share of
Common Stock and the denominator shall be the Current Market Price of the Class
A Common Stock on such record date, such decrease shall be effective immediately
prior to the opening of business on the day following the record date of such
action; PROVIDED, HOWEVER, that in the event the portion of cash so distributed
applicable to one share of Common Stock is equal to or greater than the Current
Market Price of the Class A Common Stock on such record date, in lieu of the
foregoing adjustment, adequate provision shall be made so that each Holder shall
have the right to receive upon conversion the amount of cash such Holder would
have received had such Holder converted each Note on the record date. In the
event that such dividend or distribution is not so paid or made, the Conversion
Price shall again be adjusted to be the Conversion Price which would then be in
effect if such dividend or distribution had not been declared. If any adjustment
is required to be made as set forth in this Section 8(e)(iii) as a result of a
distribution that is a regular dividend, such adjustment shall be based upon the
amount by which such distribution exceeds the amount of the regular cash
dividend permitted to be excluded pursuant hereto. If an adjustment is required
to be made as set forth in this Section 8(e)(iii) above as a result of a
distribution that is not a regular dividend, such adjustment shall be based upon
the full amount of the distribution.

                  (iv) In case a tender or exchange offer made by the Company or
any Subsidiary of the Company for all or any portion of the Common Stock shall
expire and such tender or exchange offer (as amended upon the expiration
thereof) shall require the payment to stockholders of consideration per share of
Common Stock having a fair market value (as determined by the Board of
Directors, whose determination shall be conclusive and described in a Board
Resolution) that, as of the last time (the "EXPIRATION TIME") tenders or
exchanges may be made pursuant to such tender or exchange offer (as it may be
amended), exceeds the Current Market Price of the Class A Common Stock on the
Trading Day next succeeding the Expiration Time, the Conversion Price shall be
decreased so that the same shall equal the price determined by multiplying the
Conversion Price in effect immediately prior to the Expiration Time by a
fraction of which the numerator shall be the product of the number of Class A
Common Stock outstanding (including any tendered or exchanged shares) on the
Expiration Time multiplied by the Current Market Price of the Class A Common
Stock on the Trading Day next succeeding the Expiration Time, less the fair
market value (determined as aforesaid) of the aggregate consideration payable to
stockholders based on the acceptance (up to any maximum specified in the terms
of the tender or exchange offer) of


                                      A-9
<Page>

all shares validly tendered or exchanged and not withdrawn as of the Expiration
Time (the shares deemed so accepted, up to any such maximum, being referred to
as the "PURCHASED SHARES") and the denominator shall be the product of the
number of Class A Common Stock outstanding (less any Purchased Shares) on the
Expiration Time and the Current Market Price of the Class A Common Stock on the
Trading Day next succeeding the Expiration Time, such reduction to become
effective immediately prior to the opening of business on the day following the
Expiration Time. In the event that the Company is obligated to purchase shares
pursuant to any such tender or exchange offer, but the Company is permanently
prevented by applicable law from effecting any such purchases or all such
purchases are rescinded, the Conversion Price shall again be adjusted to be the
Conversion Price which would then be in effect if such tender or exchange offer
has not been made.

                  (v) In case the Company shall distribute to all or
substantially all holders of its Class A Common Stock any shares of capital
stock of the Company (other than Class A Common Stock), evidences of
indebtedness or other non-cash assets (including securities of any Person), or
shall distribute to all holders of its Class A Common Stock rights or warrants
to subscribe for or purchase any of its securities (excluding those referred to
in subsection (ii) of this Section 8(e), then in each such case the Conversion
Price shall be adjusted so that the same shall equal the price determined by
multiplying the Conversion Price in effect as of the close of business on the
record date for such distribution by a fraction of which the numerator shall be
the Current Market Price of the Class A Common Stock on the record date
mentioned below less the fair market value on such record date (as reasonably
determined by the Board of Directors, whose determination shall be conclusive
evidence of such fair market value and set forth in a Board Resolution delivered
to the Trustee in an Officers' Certificate) of the portion of the capital stock,
evidences of indebtedness or other assets so distributed or of such rights or
warrants applicable to one share of Class A Common Stock (determined on the
basis of the number of shares of Class A Common Stock outstanding on the record
date), and of which the denominator shall be the Current Market Price per share
(as determined in accordance with subsection (vii) of this Section 8(e)) of the
Class A Common Stock on such record date. Such adjustment shall become effective
as of the close of business on the record date for the determination of
shareholders entitled to receive such distribution. Notwithstanding the
foregoing, in the event that the Company shall distribute rights or warrants
(other than those referred to in subsection (ii) of this Section 8(e))
("RIGHTS") pro rata to holders of Class A Common Stock, the Company may, in lieu
of making any adjustment pursuant to this Section 8(e), make proper provision so
that each holder of a Note who converts such Note (or any portion thereof) after
the record date for such distribution and prior to the expiration or redemption
of the Rights shall be entitled to receive upon such conversion, in addition to
the shares of Class A Common Stock issuable upon such conversion (the
"CONVERSION SHARES"), a number of Rights to be determined as follows: (i) if
such conversion occurs on or prior to the date for the distribution to the
holders of Rights of separate certificates evidencing such Rights (the
"DISTRIBUTION DATE"), the same number of Rights to which a holder of a number of
shares of Class A Common Stock equal to the number of Conversion Shares is
entitled at the time of such conversion in accordance with the terms and
provisions of and applicable to the Rights and (ii) if such conversion occurs
after the Distribution Date, the same number of Rights to which a holder of the
number of shares of Class A


                                      A-10
<Page>

Common Stock into which the principal amount of the Note so converted was
convertible as of the close of business on the Distribution Date would have been
entitled on the Distribution Date in accordance with the terms and provisions of
and applicable to the Rights.

                  (vi) In case of a tender or exchange offer made by a Person
other than the Company or any Subsidiary of the Company for an amount which
increases the offeror's ownership of Class A Common Stock to more than 35% of
the Class A Common Stock outstanding and shall involve the payment by such
Person of consideration per share of Class A Common Stock having a fair market
value (as determined by the Board of Directors, whose determination shall be
conclusive, and described in a Board Resolution) at the last time (the "TENDER
EXPIRATION TIME") tenders or exchanges may be made pursuant to such tender or
exchange offer (as it shall have been amended) that exceeds the Current Market
Price per share of the Class A Common Stock on the Trading Day next succeeding
the Tender Expiration Time, and in which, as of the Tender Expiration Time, the
Board of Directors is not recommending rejection of the offer, the Conversion
Price shall be decreased so that the same shall equal the price determined by
multiplying the Conversion Price in effect immediately prior to the Tender
Expiration Time by a fraction of which the numerator shall be the number of
shares of Class A Common Stock outstanding (including any tendered or exchanged
shares) at the Tender Expiration Time multiplied by the Current Market Price of
the Class A Common Stock on the Trading Day next succeeding the Tender
Expiration Time and the denominator shall be the sum of (x) the fair market
value (determined as aforesaid) of the aggregate consideration payable to
stockholders based on the acceptance (up to any maximum specified in the terms
of the tender or exchange offer) of all shares validly tendered or exchanged and
not withdrawn as of the Tender Expiration Time (the shares deemed so accepted,
up to any such maximum, being referred to as the "ACCEPTED PURCHASED SHARES")
and (y) the product of the number of shares of Class A Common Stock outstanding
(less any Accepted Purchased Shares) at the Tender Expiration Time and the
Current Market Price of the Class A Common Stock on the Trading Day next
succeeding the Tender Expiration Time, such decrease to become effective
immediately prior to the opening of business on the day following the Tender
Expiration Time. In the event that such Person is obligated to purchase shares
pursuant to any such tender or exchange offer, but such Person is permanently
prevented by applicable law from effecting any such purchases or all such
purchases are rescinded, the Conversion Price shall again be adjusted to be the
Conversion Price which would then be in effect if such tender or exchange offer
had not been made. Notwithstanding the foregoing, the adjustment described in
this Section 8(e)(vi) shall not be made if: (a) as of the Tender Expiration
Time, the offering documents with respect to such offer disclose a plan or
intention to cause the Company to engage in any transaction described in Article
6 of the Indenture; or (b) the Initial Purchaser or any of its Affiliates does
not beneficially own all of the Notes.

                  (vii) For purposes of this Section 8(e), the following terms
shall have the meaning indicated:

                  "CLOSING PRICE" with respect to any securities on any date
shall mean the closing sale price, regular way, on such day or, in case no such
sale takes place


                                      A-11
<Page>

on such day, the average of the reported closing bid and asked prices, regular
way, in each case on the New York Stock Exchange, or, if such security is not
listed or admitted to trading on such Exchange, on the principal security
exchange or quotation system in the United States on which such security is
quoted or listed or admitted to trading, or, the average of the closing bid and
asked prices of such security on the over-the-counter market on the day in
question as reported by the Nasdaq National Market or a similar generally
accepted reporting service, or if not so available, in such manner as furnished
by any New York Stock Exchange member firm selected from time to time by the
Board of Directors for that purpose, or a price determined in good faith by the
Board of Directors or, to the extent permitted by applicable law, a duly
authorized committee thereof, whose determination shall be conclusive.

                  "CURRENT MARKET PRICE" shall mean the average of the daily
Closing Prices per share of Class A Common Stock for the ten consecutive Trading
Days immediately prior to the date in question; PROVIDED, HOWEVER, that (A) if
the "ex" date (as hereinafter defined) for any event (other than the issuance or
distribution requiring such computation) that requires an adjustment to the
Conversion Price pursuant to this Section 8(e) occurs during such ten
consecutive Trading Days, the Closing Price for each Trading Day prior to the
"ex" date for such other event shall be adjusted by multiplying such Closing
Price by the fraction by which the Conversion Price is so required to be
adjusted as a result of such other event, and (B) if the "ex" date for any event
(other than the issuance or distribution requiring such computation) that
requires an adjustment to the Conversion Price pursuant to Section 8(e)(i),
(ii), (iii), (iv) or (v) occurs on or after the "ex" date for the issuance or
distribution requiring such computation and prior to the day in question, the
Closing Price for each Trading Day on and after the "ex" date for such other
event shall be adjusted by multiplying such Closing Price by the same fraction
by which the Conversion Price is so required to be adjusted as a result of such
other event, and (C) if the "ex" date for the issuance or distribution requiring
such computation is prior to the day in question, after taking into account any
adjustment required pursuant to clause (A) or (B) of this proviso, the Closing
Price for each Trading Day on or after such "ex" date shall be adjusted by
adding thereto the amount of any cash and the Fair Market Value (as determined
by the Board of Directors in a manner consistent with any determination of such
value for purposes of Section 8(e)(iv), (v) or (vi), whose determination shall
be conclusive and described in a resolution of the Board of Directors) of the
evidences of indebtedness, shares of capital stock or assets being distributed
applicable to one share of Class A Common Stock as of the close of business on
the day before such "ex" date. For purposes of any computation under Section
8(e)(vi), the Current Market Price of the Class A Common Stock on any date shall
be deemed to be the average of the daily Closing Prices per share of Class A
Common Stock for such day and the next two succeeding Trading Days; PROVIDED,
however, that if the "ex" date for any event (other than the tender or exchange
offer requiring such computation) that requires an adjustment to the Conversion
Price pursuant to Section 8(e)(i), (ii), (iii), (iv), (v) or (vi) occurs on or
after the Expiration Time or Tender Expiration Time, as the case may be, for the
tender or exchange offer requiring such computation and prior to the day in
question, the Closing Price for each Trading Day on and after the "ex" date for
such other event shall be adjusted by multiplying such Closing Price by the same
fraction by which the Conversion Price is so required to be adjusted as a result
of such other event. For purposes of this paragraph, the term "ex" date, (1)
when used with respect to any


                                      A-12
<Page>

issuance or distribution, means the first date on which the Class A Common Stock
trades regular way on the relevant exchange or in the relevant market from which
the Closing Price was obtained without the right to receive such issuance or
distribution, (2) when used with respect to any subdivision or combination of
shares of Class A Common Stock, means the first date on which the Class A Common
Stock trades regular way on such exchange or in such market after the time at
which such subdivision or combination becomes effective, and (3) when used with
respect to any tender or exchange offer, means the first date on which the Class
A Common Stock trades regular way on such exchange or in such market after the
Expiration Time or Tender Expiration Time, as the case may be, of such offer.

                  "FAIR MARKET VALUE" shall mean the amount which a willing
buyer would pay a willing seller in an arm's length transaction.

                  (viii) In any case in which this Section 8(e) shall require
that an adjustment be made on a record date established for purposes of this
Section 8(e), the Company may elect to defer (but only until five Business Days
following the filing by the Company with the Trustee of the certificate
described in Section 4.09 of the Indenture) issuing to the Holder of any Note
converted after such record date but prior to the issue date, the shares of
Class A Common Stock and other capital stock of the Company issuable upon such
conversion over and above the shares of Class A Common Stock and other capital
stock of the Company issuable upon such conversion only on the basis of the
Conversion Price prior to adjustment; and, in lieu of the shares the issuance of
which is so deferred, the Company shall issue or cause its transfer agents to
issue due bills or other appropriate evidence prepared by the Company of the
right to receive such shares. If any distribution in respect of which an
adjustment to the Conversion Price is required to be made as of the record date
or effective date therefor is not thereafter made or paid by the Company for any
reason, the Conversion Price shall be readjusted to the Conversion Price which
would then be in effect if such record date had not been fixed or such effective
date had not occurred.

                  If any of the following shall occur, namely: (i) any
reclassification or change of shares of Class A Common Stock issuable upon
conversion of the Notes (other than a change in par value, or from par value to
no par value, or from no par value to par value, or as a result of a subdivision
or combination, or any other change for which an adjustment is provided in
Section 4.06 of the Indenture); (ii) any consolidation or merger to which the
Company is a party other than a merger in which the Company is the continuing
corporation and which does not result in any reclassification of, or change
(other than a change in name, or in par value, or from par value to no par
value, or from no par value to par value, or as a result of a subdivision or
combination) in, outstanding shares of Class A Common Stock; or (iii) any sale,
transfer or conveyance of all or substantially all of the property and assets of
the Company to any Person, then the Company, or such successor or purchasing
corporation, as the case may be, shall, as a condition precedent to such
reclassification, change, consolidation, merger, sale, transfer or conveyance,
execute and deliver to the Trustee an amendment to the indenture providing that
the Holder of each Note then outstanding shall have the right to convert such
Note into the kind and amount of shares of stock and other Notes and property
(including cash) receivable upon such reclassification, change, consolidation,
merger,


                                      A-13
<Page>


sale, transfer or conveyance by a holder of the number of shares of Class A
Common Stock deliverable upon conversion of such Note immediately prior to such
reclassification, change, consolidation, merger, sale, transfer or conveyance.

                  9. NOTICE OF REDEMPTION. Notice of redemption shall be mailed
at least 45 days but not more than 60 days before the redemption date to each
Holder whose Notes are to be redeemed at such Holder's registered address. Notes
in denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the redemption date interest shall cease to accrue on
Notes or portions thereof called for redemption.

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

                  11. PERSONS DEEMED OWNERS. The registered Holder of a Note on
the Registrar's books may be treated as its owner for all purposes under the
Indenture.

                  12. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
exceptions, the Indenture, the Notes and the Security Documents may be amended
or supplemented with the consent of the Holders of at least a majority in
aggregate principal amount of the then outstanding Notes voting as a single
class, and any existing default or compliance with any provision of the
Indenture, the Notes and the Security Documents may be waived with the consent
of the Holders of a majority in aggregate principal amount of the then
outstanding Notes voting as a single class. Without the consent of any Holder of
a Note, the Indenture, the Notes and the Security Documents may be amended or
supplemented among other things, to cure any ambiguity, omission, defect or
inconsistency, to provide for uncertificated Notes in addition to or in place of
certificated Notes, to provide for the assumption of the Company's obligations
to Holders of the Notes in case of a merger or consolidation or sale of all or
substantially all of the Company's assets in accordance with the terms of the
Indenture, to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the
rights under the Indenture of any such Holder, to comply with the requirements
of the SEC in order to effect or maintain the qualification of the Indenture
under the TIA, to add to the covenants of the Company for the benefit of the
Holders or to surrender any right or power conferred by the Indenture upon the
Company, or to effect any change to the transfer and exchange restrictions and
Note delivery procedures contained in the Indenture in order to conform with
changes in any applicable law or Applicable Procedures.

                  13. DEFAULTS AND REMEDIES.



                                      A-14
<Page>

                  "Events of Default" under the Indenture are:

                  (a) default for 30 days in the payment of interest on the
Notes when due;

                  (b) default in the payment of the principal of, or premium, if
any, on the Notes when due at maturity, upon redemption or otherwise, including
failure by the Company to purchase the Notes when required under Sections 5.09,
5.14 and 5.24 of the Indenture, or to deliver Class A Common Stock upon the
conversion of the Notes when required under Section 4.02 of the Indenture;

                  (c) failure by the Company for 60 days after notice to comply
with any of its other agreements in the Indenture, the Notes or the Security
Documents;

                  (d) default under any mortgage, indenture or instrument under
which there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company or any of its Subsidiaries (or
the payment of which is guaranteed by the Company or any of its Subsidiaries)
whether such Indebtedness or guarantee now exists, or is created after the Issue
Date, which default results in the acceleration of such Indebtedness prior to
its express maturity and, in each case, the amount of any such Indebtedness,
together with the amount of any other such Indebtedness the maturity of which
has been so accelerated, aggregates $15.0 million or more;

                  (e) an event of default shall have occurred and be continuing
under and as defined in any of the Basic Documents;

                  (f) failure by the Company or any of its Subsidiaries to pay
final judgments not subject to appeal aggregating in excess of $15.0 million
(net of applicable insurance coverage which is acknowledged in writing by the
insurer), which judgments are not paid, vacated, discharged or stayed for a
period of 60 days;

                  (g) the Company or any of its Significant Subsidiaries or any
group of Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary:

                  (i) commences a voluntary case under any Bankruptcy Law,

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

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

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

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

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



                                      A-15
<Page>

                  (i) is for relief against the Company or any of its
Significant Subsidiaries or any group of Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary,

                  (ii) appoints a custodian of the Company or any of its
Significant Subsidiaries or any group of Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary, or for all or substantially all of
the property of the Company or any of its Significant Subsidiaries or any group
of Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary; or

                  (iii) orders the liquidation of the Company or any of its
Significant Subsidiaries or any group of Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary;

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

                  (i) breach by the Company of any material representation or
warranty or agreement in the Security Documents, the repudiation by the Company
of any of its obligations under the Security Documents or the unenforceability
of all or any part of the Security Documents against the Company for any reason;

                  (j) failure by the Company or any of its Restricted
Subsidiaries to comply with Sections 4.10 or 4.14 of the Senior Notes
Indentures; and

                  (k) failure by the Company or any of its Restricted
Subsidiaries for 60 days after notice to the Company to comply with any covenant
(other than Sections 4.10 and 4.14) in either of the Senior Notes Indentures or
the Senior Notes.

                  If any Event of Default occurs and is continuing, the Trustee
or the Holders of at least 25% in aggregate principal amount of the Notes then
outstanding may declare all the Notes to be due and payable immediately;
PROVIDED that if the Senior Notes immediately become due and payable, the
principal of and all accrued interest on the Notes shall become due and payable
without further action or notice. Notwithstanding the foregoing, in the case of
an Event of Default arising from certain events of bankruptcy or insolvency, all
outstanding Notes shall become due and payable immediately without further
action or notice. Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, Holders of a majority
in aggregate principal amount of the then outstanding Notes may direct the time,
method and place of conducting any proceedings for exercising any remedy
available to the Trustee or exercising any trust or power conferred on it. The
Trustee may withhold from Holders of the Notes notice of any continuing Default
or Event of Default (except a Default or Event of Default relating to the
payment of principal, premium, if any, or interest) if and so long as a
committee of its Responsible Officers in good faith determines that withholding
notice is in the interests of the Holders of the Notes. Except as provided in
the Indenture, the Holders of a majority in aggregate principal amount of the
then outstanding Notes by written notice to the Trustee may on behalf of the
Holders of all of the Notes waive any existing Default or Event of Default and
its consequences under the Indenture, except a continuing Default or Event of
Default in the payment of premium or interest on, or principal of, the Notes.
The Company shall deliver to the


                                      A-16
<Page>

Trustee annually a statement regarding compliance with the Indenture, and the
Company, upon becoming aware of any Default or Event of Default, shall deliver
to the Trustee a statement specifying such Default or Event of Default.

                  14. TRUSTEE DEALINGS WITH COMPANY. The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may otherwise deal with the Company or any Affiliate of the Company with the
same rights it would have if it were not Trustee. However, in the event that the
Trustee acquires any conflicting interest it must eliminate such conflict within
90 days, apply to the SEC for permission to continue as trustee or resign. Any
Agent may do the same with like rights and duties. The Trustee is also subject
to Sections 8.10 and 8.11 of the Indenture.

                  15. NO RECOURSE AGAINST OTHERS. A director, officer, employee,
incorporator, agent or shareholder, of the Company, as such, shall not have any
liability for any obligations of the Company under the Notes or the Indenture or
for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

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

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

                  18. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES
AND RESTRICTED DERIVATIVE Notes. In addition to the rights provided to Holders
of Notes under the Indenture, Holders of Notes shall have all the rights set
forth in the Registration Rights Agreement.

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

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

                  Metromedia Fiber Network, Inc.
                  One North Lexington Avenue
                  White Plains, NY 10601
                  Attention:  Chief Financial Officer


                                      A-17
<Page>

                                 ASSIGNMENT FORM

                  To assign this Note, fill in the form below:

                  (I) or (we) assign and transfer this Note to


--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax ID. no.)


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

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

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

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

and irrevocably appoint_________________________________________________________

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

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

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

                                              Tax Identification No:
                                                                    ------------

                                              SIGNATURE GUARANTEE:

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

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


                                      A-18
<Page>


                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this Note purchased by the
Company pursuant to Sections 5.09, 5.14 or 5.24 of the Indenture, check the box
below:

/_/ Section 5.09          /_/ Section 5.14                     /_/ Section 5.24

                  If you want to elect to have only part of the Note purchased
by the Company pursuant to Sections 5.09, 5.14 or 5.24 of the Indenture, state
the amount you elect to have purchased:

                                 $______________



Date:                             Your Signature:
      ---------------------                      -------------------------------
                                          (Sign exactly as your name appears on
                                          the face of this Note) Tax
                                          Identification No:

                                          SIGNATURE GUARANTEE:

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

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


                                      A-19
<Page>


SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTES1

                  The following exchanges of a part of this Global Note for an
interest in another Global Note or for a Definitive Note, or exchanges of a part
of another Global Note or Definitive Note for interest in this Global Note, have
been made:

<Table>
<Caption>

                            Amount of                                Principal Amount
                           decrease in       Amount of increase       of this Global        Signature of
                         Principal Amount       in Principal          Note following     authorized officer
                          of this Global       Amount of this         such decrease         of Trustee or
   DATE OF EXCHANGE            Note              Global Note          (or increase)        Note Custodian
   ----------------
<S>                      <C>                 <C>                     <C>                  <C>


</Table>






--------
(1) This should be included only if the Note is issued in global form.


                                      A-20
<Page>


                                    EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Metromedia Fiber Network, Inc.
One North Lexington Avenue
White Plains, NY 10601
Attention:  Chief Financial Officer

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Attention: Corporate Trust Division/Metromedia Fiber

                  Re: 8.5% SENIOR SECURED CONVERTIBLE NOTES DUE 2011
                      ----------------------------------------------

                  Reference is hereby made to the Indenture, dated as of October
1, 2001 (the "INDENTURE"), between Metromedia Fiber Network, Inc., a Delaware
corporation, as issuer (the "COMPANY"), and Wilmington Trust Company, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

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

                  [CHECK ALL THAT APPLY]

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

                  2. /_/ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO
REGULATION S. The Transfer is being effected pursuant to and in accordance with
Rule


                                      B-1
<Page>

903 or Rule 904 under the Securities Act and, accordingly, the Transferor
hereby further certifies that (i) the Transfer is not being made to a person in
the United States and (x) at the time the buy order was originated, the
Transferee was outside the United States or such Transferor and any Person
acting on its behalf reasonably believed and believes that the Transferee was
outside the United States or (y) the transaction was executed in, on or through
the facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act, (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the Distribution Compliance Period, the transfer is not being made
to a U.S. Person or for the account or benefit of a U.S. Person (other than the
Initial Purchaser). If the proposed transfer is being made prior to the
expiration of the Distribution Compliance Period, the Transferee certifies (i)
that it is not a U.S. Person and is not acquiring the securities for the account
or benefit of any U.S. Person or is a U.S. Person who purchased securities in a
transaction that did not require registration under the Securities Act; and (ii)
agrees to resell such securities only in accordance with the provisions of
Regulation S (Rule 901 through Rule 905, and Preliminary Notes) under the
Securities Act, pursuant to registration under the Securities Act, or pursuant
to an available exemption from registration; and agrees not to engage in hedging
transactions with regard to such securities unless in compliance with the
Securities Act. Upon consummation of the proposed transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will be subject to the restrictions on Transfer enumerated in the Private
Placement Legend printed on the Regulation S Global Note and/or the Definitive
Note and in the Indenture and the Securities Act.

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

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

                                       or

                  b. /_/ such Transfer is being effected to the Company or a
subsidiary thereof;

                                       or


                                      B-2
<Page>

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

                                         or

                  d. /_/ such Transfer is being effected to an Institutional
Accredited Investor and pursuant to an exemption from the registration
requirements of the Securities Act other than Rule 144A, Rule 144 or Rule 904,
and the Transferor hereby further certifies that it has not engaged in any
general solicitation within the meaning of Regulation D under the Securities Act
and the Transfer complies with the transfer restrictions applicable to
beneficial interests in a Restricted Global Note or Restricted Definitive Notes
and the requirements of the exemption claimed, which certification is supported
by (1) a certificate executed by the Transferee in the form of Exhibit D to the
Indenture and (2) if such Transfer is in respect of a principal amount of Notes
at the time of transfer of less than $250,000, an Opinion of Counsel provided by
the Transferor or the Transferee (a copy of which the Transferor has attached to
this certification), to the effect that such Transfer is in compliance with the
Securities Act. Upon consummation of the proposed transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the IAI Global Note and/or the Definitive Notes and
in the Indenture and the Securities Act.

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

                  a. /_/ CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The
Transfer is being effected pursuant to and in accordance with Rule 144 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.

                  b. /_/ CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.



                                      B-3
<Page>

                  c. /_/ CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i)
The Transfer is being effected pursuant to and in compliance with an exemption
from the registration requirements of the Securities Act other than Rule 144,
Rule 903 or Rule 904 and in compliance with the transfer restrictions contained
in the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.


                                             [Insert Name of Transferor]


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


Accepted:


-------------------------------------------------
[Insert Name of Transferee]


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



Dated:
      -------------



                                      B-4
<Page>


                       ANNEX A TO CERTIFICATE OF TRANSFER

1.       The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

                  (a)      /_/ a beneficial interest in the:

                           (i)      /_/ 144A Global Note (CUSIP ____________);
                                    or

                           (ii)     /_/ Regulation S Global Note (CUSIP
                                    ____________); or

                           (iii)    /_/ IAI Global Note (CUSIP ____________); or

                  (b)      a Restricted Definitive Note.

2.       After the Transfer the Transferee will hold:

                                   [CHECK ONE]

                  (a)      /_/ a beneficial interest in the:

                           (i)      /_/ 144A Global Note (CUSIP ____________);
                                    or

                           (ii)     /_/ Regulation S Global Note (CUSIP
                                    ____________); or

                           (iii)    /_/ IAI Global Note (CUSIP ____________); or

                           (iv)     /_/ Unrestricted Global Note (CUSIP
                                    ____________); or

                           (b)      /_/ a Restricted Definitive Note; or

                           (c)      /_/ an Unrestricted Definitive Note;

         in accordance with the terms of the Indenture.






                                      B-5
<Page>




                                    EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Metromedia Fiber Network, Inc.
One North Lexington Avenue
White Plains, NY 10601
Attention:  Chief Financial Officer

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Attention: Corporate Trust Division/Metromedia Fiber

                  Re:  8.5% SENIOR SECURED CONVERTIBLE NOTES DUE 2011
                       ----------------------------------------------

                                (CUSIP _________)

                  Reference is hereby made to the Indenture, dated as of October
1, 2001 (the "INDENTURE"), between Metromedia Fiber Network, Inc., a Delaware
corporation, as issuer (the "COMPANY"), and Wilmington Trust Company, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture. ____________________ (the "OWNER") owns and
proposes to exchange the Note[s] or interest in such Note(s) specified herein,
in the principal amount of $_______________ in such Note[s] or interests (the
"Exchange"). In connection with the Exchange, the Owner hereby certifies that:

                  1. Exchange of Restricted Definitive Notes or Beneficial
Interests in a Restricted Global Note for Unrestricted Definitive Notes or
Beneficial Interests in an Unrestricted Global Note

                  a. /_/ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In
connection with the Exchange of the Owner's beneficial interest in a Restricted
Global Note for a beneficial interest in an Unrestricted Global Note in an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the
Global Notes and pursuant to and in accordance with the United States Securities
Act of 1933, as amended (the "SECURITIES ACT"), (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
beneficial interest in an Unrestricted Global Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.

                  b. /_/ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for an


                                       C-1
<Page>

Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Definitive Note is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

                  c. /_/ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

                  d. /_/ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE Note. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

                  2. Exchange of Restricted Definitive Notes or Beneficial
Interests in Restricted Global Notes for Restricted Definitive Notes or
Beneficial Interests in Restricted Global Notes

                  a. /_/ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for a
Restricted Definitive Note with an equal principal amount, the Owner hereby
certifies that the Restricted Definitive Note is being acquired for the Owner's
own account without transfer. Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Definitive Note and in
the Indenture and the Securities Act.

                  b. /_/ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange
of the Owner's Restricted Definitive Note for a beneficial interest in the
[CHECK ONE]


                                      C-2
<Page>

/_/ 144A Global Note, /_/ Regulation S Global Note, with an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer and (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the
Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act, and in compliance with any applicable blue sky securities laws
of any state of the United States. Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the beneficial interest issued will
be subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the relevant Restricted Global Note and in the Indenture and
the Securities Act.

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.

                                                   -----------------------------
                                                     [Insert Name of Owner]


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


Dated:
      ---------------


                                      C-3
<Page>


                                    EXHIBIT D

                            FORM OF CERTIFICATE FROM

                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Metromedia Fiber Network, Inc.
One North Lexington Avenue
White Plains, NY 10601
Attention:     Chief Financial Officer

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Attention: Corporate Trust Division/Metromedia Fiber

                  Re: 8.5% SENIOR SECURED CONVERTIBLE NOTES DUE 2011
                      ----------------------------------------------

                  Reference is hereby made to the Indenture, dated as of October
1, 2001 (the "INDENTURE"), between Metromedia Fiber Network, Inc., a Delaware
corporation, as issuer (the "COMPANY"), and Wilmington Trust Company, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

                  In connection with our proposed purchase of $_________________
aggregate principal amount of:

                  (a) /_/ a beneficial interest in a Global Note, or


                  (b) /_/ a Definitive Note,

                  we confirm that:

                  1. We understand that any subsequent transfer of the Notes or
any interest therein is subject to certain restrictions and conditions set forth
in the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "SECURITIES ACT").

                  2. We understand that the offer and sale of the Notes have not
been registered under the Securities Act, and that the Notes and any interest
therein may not be offered or sold except as permitted in the following
sentence. We agree, on our own behalf and on behalf of any accounts for which we
are acting as hereinafter stated, that if we should sell the Notes or any
interest therein, we will do so only (A) to the Company or any Subsidiary
thereof, (B) in accordance with Rule 144A under the Securities Act to a
"qualified institutional buyer" (as defined therein), (C) to an institutional
"accredited


                                      D-1
<Page>

investor" (as defined below) that, prior to such transfer, furnishes (or has
furnished on its behalf by a U.S. broker-dealer) to you and to the Company a
signed letter substantially in the form of this letter and, if such transfer is
in respect of a principal amount of Notes, at the time of transfer of less than
$250,000, an Opinion of Counsel in form reasonably acceptable to the Company to
the effect that such transfer is in compliance with the Securities Act, (D)
outside the United States in accordance with Rule 903 or 904 of Regulation S
under the Securities Act, (E) pursuant to the provisions of Rule 144(k) under
the Securities Act or (F) pursuant to an effective registration statement under
the Securities Act, and we further agree to provide to any person purchasing the
Definitive Note or beneficial interest in a Global Note from us in a transaction
meeting the requirements of clauses (A) through (E) of this paragraph a notice
advising such purchaser that resales thereof are restricted as stated herein.

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

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

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


                                      D-2
<Page>


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

                                            ------------------------------------
                                            [Insert Name of Accredited Investor]


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


Dated:
      ---------------------


                                      D-3