<PAGE>
                                                                     Exhibit 4.1
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                          NEXTLINK COMMUNICATIONS, INC.


                                       TO


                     UNITED STATES TRUST COMPANY OF NEW YORK
                                                     Trustee


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


                                    Indenture

                           Dated as of ________, _____


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



                                  $___________


                     14% SENIOR SUBORDINATED NOTES DUE 2009


================================================================================
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                               TABLE OF CONTENTS

ARTICLE ONE                                                               Page

                       Definitions and Other Provisions
                            of General Application

            SECTION 101.  Definitions......................................  1

                  Act   ...................................................  2
                  Acquired Debt............................................  2
                  Affiliate................................................  2
                  Agent Member.............................................  2
                  Asset Disposition........................................  2
                  Bank Credit Agreement....................................  2
                  Board of Directors.......................................  3
                  Board Resolution.........................................  3
                  Business Day.............................................  3
                  Capital Lease Obligation.................................  3
                  Capital Stock............................................  3
                  Change of Control........................................  3
                  Commission...............................................  3
                  Common Equity............................................  3
                  Company..................................................  3
                  Company Request..........................................  3
                  Consolidated Capital Ratio...............................  4
                  Consolidated Cash Flow Available for Fixed Charges.......  4
                  Consolidated Income Tax Expense..........................  4
                  Consolidated Interest Expense............................  4
                  Consolidated Net Income..................................  4
                  Consolidated Net Worth...................................  5
                  Consolidated Tangible Assets.............................  5
                  Corporate Trust Office...................................  5
                  corporation..............................................  5
                  Debt  ...................................................  5
                  Default..................................................  6
                  Defaulted Interest.......................................  6
                  Depository...............................................  6
                  Designated Senior Debt...................................  6
                  Disqualified Stock.......................................  6
                  DTC   ...................................................  7
                  Eagle River..............................................  7
                  Eligible Institution.....................................  7
                  Event of Default.........................................  7
                  Exchange Act.............................................  7


                                       -i-
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                                                                          Page

                  Exchange and Registration Rights Agreements..............  7
                  Exchange Offer...........................................  7
                  Exchange Security........................................  7
                  Global Security..........................................  7
                  Government Securities....................................  7
                  Guarantee................................................  7
                  Holder...................................................  8
                  Incur ...................................................  8
                  Indenture................................................  8
                  Initial Purchasers.......................................  8
                  Interest Payment Date....................................  8
                  Interest Rate or Currency Protection Agreement...........  8
                  Investment...............................................  8
                  Issue Date...............................................  9
                  Joint Venture............................................  9
                  Junior Shares............................................  9
                  Lien  ...................................................  9
                  Marketable Securities....................................  9
                  Maturity.................................................  9
                  Net Available Proceeds...................................  9
                  Offer Expiration Date.................................... 10
                  Offer to Purchase........................................ 10
                  Officers' Certificate.................................... 12
                  Opinion of Counsel....................................... 12
                  Original Securities...................................... 12
                  Outstanding.............................................. 12
                  Paying Agent............................................. 13
                  Permitted Interest Rate or Currency Protection Agreement. 13
                  Permitted Investment..................................... 13
                  Person................................................... 14
                  Predecessor Security..................................... 14
                  Preferred Dividends...................................... 14
                  Preferred Issue Date..................................... 14
                  Preferred Shares......................................... 14
                  Preferred Stock.......................................... 14
                  Public Equity Offering................................... 14
                  Purchase Date............................................ 14
                  Purchase Money Debt...................................... 14
                  Qualifying Event......................................... 15
                  Qualified Junior Shares.................................. 15
                  readily marketable cash equivalents...................... 15
                  Receivables.............................................. 15
                  Receivables Sale......................................... 15
                  Redemption Date.......................................... 15


                                      -ii-
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                                                                          Page

                  Redemption Price......................................... 15
                  Registration Default..................................... 15
                  Regular Record Date...................................... 15
                  Related Person........................................... 15
                  Responsible Officer...................................... 16
                  Restricted Subsidiary.................................... 16
                  Rule 144................................................. 16
                  Rule 144A................................................ 16
                  Secondary Securities..................................... 16
                  Securities............................................... 16
                  Securities Act........................................... 16
                  Security Register........................................ 16
                  Security Registrar....................................... 16
                  Senior Debt.............................................. 16
                  Senior Notes............................................. 17
                  Significant Subsidiary................................... 17
                  Special Interest......................................... 17
                  Special Record Date...................................... 17
                  Stated Maturity.......................................... 17
                  Strategic Equity Investment.............................. 17
                  Strategic Investor....................................... 17
                  Subordinated Debt........................................ 17
                  Subsidiary............................................... 18
                  Successor Security....................................... 18
                  Telecommunications Assets................................ 18
                  Telecommunications Business.............................. 18
                  Trustee.................................................. 19
                  Trust Indenture Act...................................... 19
                  Unrestricted Subsidiary.................................. 19
                  Vendor Financing Facility................................ 19
                  Vice President........................................... 19
                  Voting Stock............................................. 19
                  Wholly-Owned Restricted Subsidiary....................... 20

            SECTION 102.  Compliance Certificates and Opinions............. 20

            SECTION 103.  Form of Documents Delivered to Trustee........... 20

            SECTION 104.  Acts of Holders; Record Dates.................... 21

            SECTION 105.  Notices, Etc., to Trustee and the Company........ 23

            SECTION 106.  Notice to Holders; Waiver........................ 23


                                      -iii-
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                                                                          Page

            SECTION 107.  The Application of Trust Indenture Act........... 24

            SECTION 108.  Effect of Headings and Table of Contents......... 24

            SECTION 109.  Successors and Assigns........................... 24

            SECTION 110.  Separability Clause.............................. 24

            SECTION 111.  Benefits of Indenture............................ 24

            SECTION 112.  Governing Law.................................... 24

            SECTION 113.  Legal Holidays................................... 25

ARTICLE TWO

                                Security Forms

            SECTION 201.  Forms Generally.................................. 25

            SECTION 202.  Form of Face of Security......................... 25

            SECTION 203.  Form of Reverse of Security...................... 29

            SECTION 204.  Form of Trustee's Certificate of Authentication.. 32

ARTICLE THREE

                                The Securities

            SECTION 301.  Title and Terms.................................. 33

            SECTION 302.  Denominations.................................... 35

            SECTION 303.  Execution, Authentication, Delivery and Dating... 35

            SECTION 304.  Temporary Securities............................. 36

            SECTION 305.  Global Securities; Registration, Registration of
                             Transfer and Exchange......................... 37

            SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities. 40


                                      -iv-
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                                                                          Page

            SECTION 307.  Payment of Interest; Interest Rights Preserved... 40

            SECTION 308.  Persons Deemed Owners............................ 42

            SECTION 309.  Cancellation..................................... 42

            SECTION 310.  Computation of Interest.......................... 42

            SECTION 311.  CUSIP Numbers.................................... 42


                                      -v-
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                                                                          Page

ARTICLE FOUR

                          Satisfaction and Discharge

            SECTION 401.  Satisfaction and Discharge of Indenture.......... 43

            SECTION 402.  Application of Trust Money....................... 44


ARTICLE FIVE

                                   Remedies

            SECTION 501.  Events of Default................................ 44

            SECTION 502.  Acceleration of Maturity; Rescission and 
                              Annulment.................................... 46

            SECTION 503.  Collection of Indebtedness and Suits for 
                              Enforcement by Trustee....................... 47

            SECTION 504.  Trustee May File Proofs of Claim................. 47

            SECTION 505.  Trustee May Enforce Claims Without Possession of
                              Securities................................... 48

            SECTION 506.  Application of Money Collected................... 48

            SECTION 507.  Limitation on Suits.............................. 49

            SECTION 508.  Unconditional Right of Holders to Receive
                              Principal, Premium and Interest.............. 49

            SECTION 509.  Restoration of Rights and Remedies............... 49

            SECTION 510.  Rights and Remedies Cumulative................... 50

            SECTION 511.  Delay or Omission Not Waiver..................... 50

            SECTION 512.  Control by Holders............................... 50

            SECTION 513.  Waiver of Past Defaults.......................... 51

            SECTION 514.  Undertaking for Costs............................ 51


                                      -vi-
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                                                                          Page

            SECTION 515.  Waiver of Stay or Extension Laws................. 51

ARTICLE SIX

                                  The Trustee

            SECTION 601.  Certain Duties and Responsibilities.............. 52

            SECTION 602.  Notice of Defaults............................... 52

            SECTION 603.  Certain Rights of Trustee........................ 52

            SECTION 604.  Not Responsible for Recitals or Issuance of
                              Securities................................... 53

            SECTION 605.  May Hold Securities.............................. 53

            SECTION 606.  Money Held in Trust.............................. 53

            SECTION 607.  Compensation and Reimbursement................... 54

            SECTION 608.  Disqualification; Conflicting Interests.......... 54

            SECTION 609.  Corporate Trustee Required; Eligibility.......... 55

            SECTION 610.  Resignation and Removal; Appointment of
                              Successor.................................... 55

            SECTION 611.  Acceptance of Appointment by Successor........... 56

            SECTION 612.  Merger, Conversion, Consolidation or Succession 
                              to Business.................................. 56

            SECTION 613.  Preferential Collection of Claims Against
                              Company...................................... 57

            SECTION 614.  Appointment of Authenticating Agent.............. 57

ARTICLE SEVEN

             Holders' Lists and Reports by Trustee and the Company


                                      -vii-
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                                                                          Page

            SECTION 701.  Company to Furnish Trustee Names and Addresses
                              of Holders................................... 59

            SECTION 702.  Preservation of Information; Communications to
                              Holders...................................... 59

            SECTION 703.  Reports by Trustee............................... 59

            SECTION 704.  Reports by Company............................... 60

            SECTION 705.   Officers' Certificate with Respect to Change in
                              Interest Rates............................... 60

ARTICLE EIGHT

                          Merger, Consolidation, Etc

            SECTION 801.  Mergers, Consolidations and Certain Sales of
                              Assets....................................... 60

            SECTION 802.  Successor Substituted............................ 61

ARTICLE NINE

                            Supplemental Indentures

            SECTION 901.  Supplemental Indentures Without Consent of
                              Holders...................................... 62

            SECTION 902.  Supplemental Indentures with Consent of
                              Holders...................................... 63

            SECTION 903.  Execution of Supplemental Indentures............. 64

            SECTION 904.  Effect of Supplemental Indentures................ 64

            SECTION 905.  Conformity with Trust Indenture Act.............. 65

            SECTION 906.  Reference in Securities to Supplemental 
                              Indentures................................... 65

ARTICLE TEN


                                     -viii-
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                                                                          Page

                                   Covenants

            SECTION 1001.  Payment of Principal, Premium and
                              Interest. ....................................65

            SECTION 1002.  Maintenance of Office or Agency................. 65

            SECTION 1003.  Money for Security Payments to be Held in Trust. 66

            SECTION 1004.  Existence....................................... 67

            SECTION 1005.  Maintenance of Properties and Insurance......... 67

            SECTION 1006.  Payment of Taxes and Other Claims............... 68

            SECTION 1007.  Limitation on Consolidated Debt................. 68

            SECTION 1008.  Limitation on Senior Subordinated Debt ......... 70

            SECTION 1009.  Limitation on Restricted Payments............... 70

            SECTION 1010.  Limitation on Dividend and Other Payment
                              Restrictions Affect Restricted Subsidiaries . 72

            SECTION 1011.  Limitation on Liens............................. 73

            SECTION 1012.  Limitation on Issuance of Guarantees of
                              Subordinated Debt............................ 73

            SECTION 1013.  Limitation on Asset Dispositions................ 73

            SECTION 1014.  Limitation on Issuances and Sales of Capital 
                              Stock of Restricted Subsidiaries............. 75

            SECTION 1015.  Transactions with Affiliates and Related 
                              Persons...................................... 75

            SECTION 1016.  Change of Control............................... 76

            SECTION 1017.  Provision of Financial Information.............. 77

            SECTION 1018.  Statement by Officers as to Default............. 77

            SECTION 1019.  Waiver of Certain Covenants..................... 77


                                    -ix-
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                                                                          Page

ARTICLE ELEVEN

                           Redemption of Securities

            SECTION 1101.  Right of Redemption............................. 78

            SECTION 1102.  Applicability of Article........................ 78

            SECTION 1103.  Election to Redeem; Notice to Trustee............78

            SECTION 1104.  Securities to Be Redeemed Pro Rata.............. 78

            SECTION 1105.  Notice of Redemption............................ 79

            SECTION 1106.  Deposit of Redemption Price..................... 80

            SECTION 1107.  Securities Payable on Redemption Date........... 80

            SECTION 1108.  Securities Redeemed in Part..................... 80

ARTICLE TWELVE

                      Defeasance and Covenant Defeasance

            SECTION 1201.  Company's Option to Effect Defeasance or
                              Covenant Defeasance.......................... 81

            SECTION 1202.  Defeasance and Discharge........................ 81

            SECTION 1203.  Covenant Defeasance............................. 81
            SECTION 1204.  Conditions to Defeasance or Covenant Defeasance. 82

            SECTION 1205.  Deposited Money and U.S. Government
                              Obligations to Be Held in Trust;
                              Other Miscellaneous Provisions. ............. 83

            SECTION 1206.  Reinstatement................................... 84

            SECTION 1207.  Repayment to Company............................ 84

ARTICLE THIRTEEN

                          Subordination of Securities


                                       -x-
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                                                                          Page

            SECTION 1301.  Securities Subordinate to Senior Debt. ......... 85

            SECTION 1302.  Payment Over of Proceeds Upon Dissolution, Etc.. 85

            SECTION 1303.  No Payment When Senior Debt in Default.......... 86

            SECTION 1304.  Payment Permitted If No Default................. 87

            SECTION 1305.  Subrogation to Rights of Holders of Senior Debt. 87

            SECTION 1306.  Provisions Solely to Define Relative Rights..... 87

            SECTION 1307.  Trustee to Effectuate Subordination............. 88

            SECTION 1308.  No Waiver of Subordination Provisions........... 88

            SECTION 1309.  Notice to Trustee............................... 89

            SECTION 1310.  Reliance on Judicial Order or Certificate of
                              Liquidating Agent............................ 89

            SECTION 1311.  Trustee Not Fiduciary for Holders of Senior Debt 90

            SECTION 1312.  Rights of Trustee as Holder of Senior Debt;
                              Preservation of Trustee's Rights. ........... 90

            SECTION 1313.  Article Applicable to Paying Agents............. 90

            SECTION 1314.  Defeasance of this Article Thirteen............. 90


                                    -xi-
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                         NEXTLINK COMMUNICATIONS, INC.

                Certain Sections of this Indenture relating to
                        Sections 310 through 318 of the
                         Trust Indenture Act of 1939:

Trust Indenture                                                      Indenture
  Act Section                                                          Section
---------------                                                      ---------
ss. 310(a)(1)..............................................................609
       (a)(2)..............................................................609
       (a)(3)...................................................Not Applicable
       (a)(4)...................................................Not Applicable
       (b).................................................................608
           ................................................................610
ss. 311(a).................................................................613
       (b).................................................................613
ss. 312(a).................................................................701
          ..............................................................702(a)
       (b)..............................................................702(b)
       (c)..............................................................702(c)
ss. 313(a)..............................................................703(a)
       (a)(4)...........................................................703(a)
       (b)..............................................................703(a)
       (c)..............................................................703(a)
       (d)..............................................................703(b)
ss. 314(a).................................................................704
           ...............................................................1018
       (b)......................................................Not Applicable
       (c)(1)..............................................................102
       (c)(2)..............................................................102
       (c)(3)...................................................Not Applicable
       (d)......................................................Not Applicable
       (e).................................................................102
ss. 315(a).................................................................601
       (b).................................................................602
       (c).................................................................601
       (d).................................................................601
       (e).................................................................514
ss. 316(a)(1)(A)...........................................................502
                 ..........................................................512

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      Note: This reconciliation and tie shall not, for any purpose, be deemed to
be a part of the Indenture.


                                    -i-
<PAGE>

Trust Indenture                                                      Indenture
  Act Section                                                          Section
---------------                                                      ---------
       (a)(1)(B)...........................................................513
       (a)(2)...................................................Not Applicable
       (b).................................................................508
       (c).................................................................104
ss. 317(a)(1)..............................................................503
       (a)(2)..............................................................504
       (b)................................................................1003
ss. 318(a).................................................................107


----------
      Note: This reconciliation and tie shall not, for any purpose, be deemed to
be a part of the Indenture.


                                      -ii-
<PAGE>

            INDENTURE, dated as of ________ __, ____ between NEXTLINK
Communications, Inc., a corporation organized under the laws of the State of
Washington (the "Company"), having its principal office at 155 108th Avenue
N.E., 8th Floor, Bellevue, Washington 98004, and United States Trust Company of
New York, duly organized and existing under the laws of the State of New York,
as Trustee (herein called the "Trustee").

                            RECITALS OF THE COMPANY

            The Company has duly authorized the creation of an issue of
$___________ initial aggregate principal amount of its 14% Senior Subordinated
Notes due February 1, 2009 (the "Securities") of substantially the tenor and
amount hereinafter set forth, and to provide therefor the Company has authorized
the execution and delivery of this Indenture. The Securities may consist of
either or both of Original Securities or Exchange Securities, each as defined
herein. The Original Securities and the Exchange Securities shall rank pari
passu.

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

            NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE

                       Definitions and Other Provisions
                            of General Application

SECTION 101. Definitions.

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

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

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

            (3) all accounting terms not otherwise defined herein have the
      meanings assigned to them in accordance with generally accepted accounting
      principles (whether
<PAGE>

      or not such is indicated herein) and, except as otherwise herein expressly
      provided, the term "generally accepted accounting principles" with respect
      to any computation required or permitted hereunder shall mean such
      accounting principles as are generally accepted as consistently applied by
      the Company at the date of such computation; and

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

            Certain terms, used principally in Article Six, are defined in that
Article.

            "Act", when used with respect to any Holder, has the meaning
specified in Section 104.

            "Acquired Debt" means, with respect to any specified Person, (i)
Debt of any other Person existing at the time such Person merges with or into or
consolidates with or becomes a Restricted Subsidiary of such specified Person
and (ii) Debt secured by a Lien encumbering any asset acquired by such specified
Person, which Debt was not Incurred in anticipation of, and was outstanding
prior to, such merger, consolidation or acquisition.

            "Affiliate" of any specified Person means any other Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

            "Agent Member" means any member of, or participant in, the
Depository.

            "Asset Disposition" by any Person means any transfer, conveyance,
sale, lease or other disposition by such Person or any of its Restricted
Subsidiaries (including a consolidation or merger or other sale of any such
Restricted Subsidiary with, into or to another Person in a transaction in which
such Restricted Subsidiary ceases to be a Restricted Subsidiary of the specified
Person, but excluding a disposition by a Restricted Subsidiary of such Person to
such Person or a Wholly-Owned Restricted Subsidiary of such Person or by such
Person to a Wholly-Owned Restricted Subsidiary of such Person) of (i) shares of
Capital Stock or other ownership interests of a Restricted Subsidiary of such
Person (other than pursuant to a transaction in compliance with Section 801),
(ii) substantially all of the assets of such Person or any of its Restricted
Subsidiaries representing a division or line of business (other than as part of
a Permitted Investment) or (iii) other assets or rights of such Person or any of
its Restricted Subsidiaries other than (A) in the ordinary course of business or
(B) that constitutes a Restricted Payment which is permitted by the provisions
of Section 1009; provided that a transaction described in clause (i), (ii) and
(iii) shall constitute an Asset Disposition only if the aggregate consideration
for such transfer, conveyance, sale, lease or other disposition is equal to $5
million or more in any 12-month period.

            "Bank Credit Agreement" means any one or more credit agreements
(which may include or consist of revolving credits) between the Company or any
Restricted Subsidiary of the


                                    -2-
<PAGE>

Company and one or more banks or other financial institutions providing
financing for the business of the Company and its Restricted Subsidiaries.

            "Board of Directors" means the board of directors of the Company.

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

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

            "Capital Lease Obligation" of any Person means the obligation to pay
rent or other payment amounts under a lease of (or other Debt arrangements
conveying the right to use) real or personal property of such Person which is
required to be classified and accounted for as a capital lease or a liability on
the face of a balance sheet of such Person in accordance with generally accepted
accounting principles (a "Capital Lease"). The stated maturity of such
obligation shall be the date of the last payment of rent or any other amount due
under such lease prior to the first date upon which such lease may be terminated
by the lessee without payment of a penalty. The principal amount of such
obligation shall be the capitalized amount thereof that would appear on the face
of a balance sheet of such Person in accordance with generally accepted
accounting principles.

            "Capital Stock" of any Person means any and all shares, interests,
participations or other equivalents (however designated) of corporate stock or
other equity participations, including partnership interests, whether general or
limited, of such Person.

            "Certificate of Designations" means the Certificate of Designations
of the Powers, Preference and Relative Participating, Optional and Other Special
Rights of the Preferred Shares and Qualifications, Limitations and Restrictions
thereof.

            "Change of Control" has the meaning specified in Section 1016.

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

            "Common Equity" of any Person means Capital Stock of such Person
that is not Disqualified Stock, and a "sale of Common Equity" includes any sale
effected by private sale or public offering.

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


                                       -3-
<PAGE>

            "Company Request" or "Company Order" means a written request or
order signed in the name of the Company by (i) the Chief Executive Officer, the
President, or a Vice President of the Company, and (ii) the Treasurer, Assistant
Treasurer or Secretary of the Company, and delivered to the Trustee.

            "Consolidated Capital Ratio" of any Person as of any date means the
ratio of (i) the aggregate consolidated principal amount of Debt of such Person
then outstanding to (ii) the aggregate consolidated Capital Stock (other than
Disqualified Stock) and paid-in capital (other than in respect of Disqualified
Stock) of such Person as of such date.

            "Consolidated Cash Flow Available for Fixed Charges" for any period
means the Consolidated Net Income of the Company and its Restricted Subsidiaries
for such period increased by the sum of (i) Consolidated Interest Expense of the
Company and its Restricted Subsidiaries for such period, plus (ii) Consolidated
Income Tax Expense of the Company and its Restricted Subsidiaries for such
period, plus (iii) the consolidated depreciation and amortization expense
included in the income statement of the Company and its Restricted Subsidiaries
for such period, plus (iv) any non-cash expense related to the issuance to
employees of the Company or any Restricted Subsidiary of the Company of options
to purchase Capital Stock of the Company or such Restricted Subsidiary, plus (v)
any charge related to any premium or penalty paid in connection with redeeming
or retiring any Debt prior to its stated maturity; provided, however, that there
shall be excluded therefrom the Consolidated Cash Flow Available for Fixed
Charges (if positive) of any Restricted Subsidiary of the Company (calculated
separately for such Restricted Subsidiary in the same manner as provided above
for the Company) that is subject to a restriction which prevents the payment of
dividends or the making of distributions to the Company or another Restricted
Subsidiary of the Company to the extent of such restriction.

            "Consolidated Income Tax Expense" for any period means the
consolidated provision for income taxes of the Company and its Restricted
Subsidiaries for such period calculated on a consolidated basis in accordance
with generally accepted accounting principles.

            "Consolidated Interest Expense" means for any period the
consolidated interest expense included in a consolidated income statement
(excluding interest income) of the Company and its Restricted Subsidiaries for
such period calculated on a consolidated basis in accordance with generally
accepted accounting principles, including without limitation or duplication (or,
to the extent not so included, with the addition of), (i) the amortization of
Debt discounts; (ii) any payments or fees with respect to letters of credit,
bankers' acceptances or similar facilities; (iii) fees with respect to interest
rate swap or similar agreements or foreign currency hedge, exchange or similar
agreements; (iv) Preferred Stock dividends of the Company and its Restricted
Subsidiaries (other than dividends paid in shares of Preferred Stock that is not
Disqualified Stock) declared and paid or payable; (v) accrued Disqualified Stock
dividends of the Company and its Restricted Subsidiaries, whether or not
declared or paid; (vi) interest on Debt guaranteed by the Company and its
Restricted Subsidiaries; and (vii) the portion of any Capital Lease Obligation
paid during such period that is allocable to interest expense.

            "Consolidated Net Income" for any period means the consolidated net
income (or loss) of the Company and its Restricted Subsidiaries for such period
determined on a consolidated basis in accordance with generally accepted
accounting principles; provided that there shall be


                                       -4-
<PAGE>

excluded therefrom (a) the net income (or loss) of any Person acquired by the
Company or a Restricted Subsidiary of the Company in a pooling-of-interests
transaction for any period prior to the date of such transaction, (b) the net
income (or loss) of any Person that is not a Restricted Subsidiary of the
Company except to the extent of the amount of dividends or other distributions
actually paid to the Company or a Restricted Subsidiary of the Company by such
Person during such period, (c) gains or losses on Asset Dispositions by the
Company or its Restricted Subsidiaries, (d) all extraordinary gains and
extraordinary losses, (e) the cumulative effect of changes in accounting
principles, (f) non-cash gains or losses resulting from fluctuations in currency
exchange rates, (g) any non-cash gain or loss realized on the termination of any
employee pension benefit plan and (h) the tax effect of any of the items
described in clauses (a) through (g) above; provided, further, that for purposes
of any determination pursuant to the provisions of Section 1009 there shall
further be excluded therefrom the net income (but not net loss) of any
Restricted Subsidiary of the Company that is subject to a restriction which
prevents the payment of dividends or the making of distributions to the Company
or another Restricted Subsidiary of the Company to the extent of such
restriction.

            "Consolidated Net Worth" of any Person means the consolidated
stockholders' equity of such Person, determined on a consolidated basis in
accordance with generally accepted accounting principles, less amounts
attributable to Disqualified Stock of such Person; provided that, with respect
to the Company, adjustments following the Issue Date to the accounting books and
records of the Company in accordance with Accounting Principles Board Opinions
Nos. 16 and 17 (or successor opinions thereto) or otherwise resulting from the
acquisition of control of the Company by another Person shall not be given
effect to.

            "Consolidated Tangible Assets" of any Person means the total amount
of assets (less applicable reserves and other properly deductible items) which
under generally accepted accounting principles would be included on a
consolidated balance sheet of such Person and its Restricted Subsidiaries after
deducting therefrom all goodwill, trade names, trademarks, patents, unamortized
debt discount and expense and other like intangibles, which in each case under
generally accepted accounting principles would be included on such consolidated
balance sheet; provided that, with respect to the Company, adjustments following
the Issue Date to the accounting books and records of the Company in accordance
with Accounting Principles Board Opinions Nos. 16 and 17 (or successor opinions
thereto) or otherwise resulting from the acquisition of control of the Company
by another Person shall not be given effect to.

            "Corporate Trust Office" means the principal office of the Trustee
in the Borough of Manhattan, The City of New York, New York, at which at any
particular time its corporate trust business shall be administered, which at the
date hereof is located at 114 West 47th Street, New York, New York 10036.

            "corporation" means a corporation, association, company, limited
liability company, joint-stock company or business trust.

            "Covenant Amendment" means either (i) the defeasance, extinguishment
or amendment of certain covenants of the Senior Indenture that would cause the
Preferred Shares to be deemed "Disqualified Stock" under the Senior Indenture
(and as defined in the Senior Indenture) if the provisions of paragraph
(f)(G)(x) and (y) of the Certificate of Designations were a part of the


                                       -5-
<PAGE>

Certificate of Designations, and include, but are not limited to, the definition
of Disqualified Stock in the Senior Indenture or (ii) defeasance or
extinguishment of the Senior Indenture of its entirety.

            "Debt" means (without duplication), with respect to any Person,
whether recourse is to all or a portion of the assets of such Person and whether
or not contingent, (i) every obligation of such Person for money borrowed, (ii)
every obligation of such Person evidenced by bonds, debentures, notes or other
similar instruments, including any such obligations Incurred in connection with
the acquisition of property, assets or businesses, (iii) every reimbursement
obligation of such Person with respect to letters of credit, bankers'
acceptances or similar facilities issued for the account of such Person, (iv)
every obligation of such Person issued or assumed as the deferred purchase price
of property or services (including securities repurchase agreements but
excluding trade accounts payable or accrued liabilities arising in the ordinary
course of business which are not overdue or which are being contested in good
faith), (v) every Capital Lease Obligation of such Person, (vi) all Receivables
Sales of such Person, together with any obligation of such Person to pay any
discount, interest, fees, indemnities, penalties, recourse, expenses or other
amounts in connection therewith, (vii) all obligations to redeem Disqualified
Stock issued by such Person, (viii) every obligation under Interest Rate or
Currency Protection Agreements of such Person and (ix) every obligation of the
type referred to in clauses (i) through (viii) of another Person and all
dividends of another Person the payment of which, in either case, such Person
has Guaranteed. The "amount" or "principal amount" of Debt at any time of
determination as used herein represented by (a) any Debt issued at a price that
is less than the principal amount at maturity thereof, shall be the amount of
the liability in respect thereof determined in accordance with generally
accepted accounting principles, (b) any Receivables Sale, shall be the amount of
the unrecovered capital or principal investment of the purchaser (other than the
Company or a Wholly-Owned Restricted Subsidiary of the Company) thereof,
excluding amounts representative of yield or interest earned on such investment,
(c) any Disqualified Stock, shall be the maximum fixed redemption or repurchase
price in respect thereof, (d) any Capital Lease Obligation, shall be determined
in accordance with the definition thereof, or (e) any Permitted Interest Rate or
Currency Protection Agreement, shall be zero. In no event shall Debt include any
liability for taxes.

            "Default" means an event that with the passing of time or the giving
of notice or both shall constitute an Event of Default.

            "Defaulted Interest" has the meaning specified in Section 307.

            "Depository" means, with respect to the Securities issuable or
issued in whole or in part in the form of one or more Global Securities, DTC for
so long as it shall be a clearing agency registered under the Exchange Act, or
such successor as the Company shall designate from time to time in an Officers'
Certificate delivered to the Trustee.

            "Designated Senior Debt" means (i) Debt under the Senior Notes and
(ii) any Senior Debt of the Company (a) which at the time of determination
exceeds $15 million in aggregate principal amount outstanding or available under
a committed facility, (b) which is designated in the instrument evidencing such
Senior Debt as "Designated Senior Debt" by the Company and (c) as to which the
Trustee has received an Officers' Certificate specifying such Senior Debt as
"Designated Senior Debt."


                                       -6-
<PAGE>

            "Disqualified Stock" of any Person means any Capital Stock of such
Person which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or is redeemable at the option of the holder thereof,
in whole or in part, on or prior to the final Stated Maturity of the Securities;
provided, however, that any Preferred Stock which would not constitute
Disqualified Stock but for provisions thereof giving holders thereof the right
to require the Company to repurchase or redeem such Preferred Stock upon the
occurrence of a Change of Control occurring prior to the final Stated Maturity
of the Securities shall not constitute Disqualified Stock if the change of
control provisions applicable to such Preferred Stock are no more favorable to
the holders of such Preferred Stock than the provisions applicable to the
Securities contained in Section 1016 and such Preferred Stock specifically
provides that the Company will not repurchase or redeem any such stock pursuant
to such provisions prior to the Company's repurchase of such Securities as are
required to be repurchased pursuant to Section 1016.

            "DTC" means The Depository Trust Company.

            "Eagle River" means Eagle River Investments, L.L.C., a limited
liability company formed under the laws of the State of Washington.

            "Eligible Institution" means a commercial banking institution that
has combined capital and surplus of not less than $500 million or its equivalent
in foreign currency, whose debt is rated "A-3" or higher, "A-" or higher or "A-"
or higher according to Moody's Investors Service, Inc., Standard & Poor's
Ratings Group or Duff & Phelps Credit Rating Co. (or such similar equivalent
rating by at least one "nationally recognized statistical rating organization"
(as defined in Rule 436 under the Securities Act)) respectively, at the time as
of which any investment or rollover therein is made.

            "Event of Default" has the meaning specified in Section 501.

            "Exchange Act" means the Securities Exchange Act of 1934, as amended
(or any successor act) and the rules and regulations thereunder.

            "Exchange and Registration Rights Agreement" means the Preferred
Exchange and Registration Rights Agreement, dated as of January 31, 1997,
between the Company and the Initial Purchasers, as it may be amended from time
to time, attached hereto as Annex A.

            "Exchange Offer" has the meaning specified in the Exchange and
Registration Rights Agreement.

            "Exchange Security" means any Security issued in exchange for an
Original Security or Original Securities pursuant to the Exchange Offer or
otherwise registered under the Securities Act and any Security with respect to
which the next preceding Predecessor Security of such Security was an Exchange
Security, and their Successor Securities.

            "Global Security" means, a Security registered in the name of the
Depository.


                                    -7-
<PAGE>

            "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America for the payment of which obligations
or guarantee the full faith and credit of the United States is pledged and which
have a remaining weighted average life to maturity of not more than 18 months
from the date of Investment therein.

            "Guarantee" by any Person means any obligation, contingent or
otherwise, of such Person guaranteeing, or having the economic effect of
guaranteeing, any Debt of any other Person (the "primary obligor") in any
manner, whether directly or indirectly, and including, without limitation, any
obligation of such Person, (i) to purchase or pay (or advance or supply funds
for the purchase or payment of) such Debt or to purchase (or to advance or
supply funds for the purchase of) any security for the payment of such Debt,
(ii) to purchase property, securities or services for the purpose of assuring
the holder of such Debt of the payment of such Debt, or (iii) to maintain
working capital, equity capital or other financial statement condition or
liquidity of the primary obligor so as to enable the primary obligor to pay such
Debt (and "Guaranteed", "Guaranteeing" and "Guarantor" shall have meanings
correlative to the foregoing); provided, however, that the Guarantee by any
Person shall not include endorsements by such Person for collection or deposit,
in either case, in the ordinary course of business; and provided, further, that
the incurrence by a Restricted Subsidiary of the Company of a Lien on real or
personal property of such Restricted Subsidiary acquired, constructed or
constituting improvements made after the Issue Date to secure Purchase Money
Debt which is Incurred for the construction, acquisition and improvement of
Telecommunications Assets and is otherwise permitted under this Indenture, shall
not be deemed to constitute a Guarantee by such Restricted Subsidiary of any
Purchase Money Debt of the Company secured thereby; provided, however, that (a)
the net proceeds of any Debt secured by such a Lien does not exceed 100% of such
purchase price or cost of construction or improvement of the property subject to
such Lien; (b) such Lien attaches to such property prior to, at the time of or
within 180 days after the acquisition, completion of construction or
commencement of operation of such property; and (c) such Lien does not extend to
or cover any property other than the property (or identifiable portions thereof)
acquired, constructed or constituting improvements made with the proceeds of
such Purchase Money Debt (it being understood and agreed that all Debt owed to
any single lender or group or lenders or outstanding under any single credit
facility shall be considered a single Purchase Money Debt, whether drawn at one
time or from time to time).

            "Holder" means a Person in whose name a Security is registered in
the Security Register.

            "Incur" means, with respect to any Debt or other obligation of any
Person, to create, issue, incur (by conversion, exchange or otherwise), assume,
Guarantee or otherwise become liable in respect of such Debt or other obligation
including by acquisition of Subsidiaries or the recording, as required pursuant
to generally accepted accounting principles or otherwise, of any such Debt or
other obligation on the balance sheet of such Person (and "Incurrence",
"Incurred", "Incurrable" and "Incurring" shall have meanings correlative to the
foregoing); provided, however, that a change in generally accepted accounting
principles that results in an obligation of such Person that exists at such time
becoming Debt shall not be deemed an Incurrence of such Debt and that neither
the accrual of interest nor the accretion of original issue discount shall be
deemed an Incurrence of Debt; provided, further, however, that the Company may
elect to treat all or any portion of revolving credit debt of the Company or a
Subsidiary as being incurred from and after any date beginning the date the
revolving credit commitment is extended to the Company or a Subsidiary, by
furnishing notice thereof


                                    -8-
<PAGE>

to the Trustee, and any borrowings or reborrowings by the Company or a
Subsidiary under such commitment up to the amount of such commitment designated
by the Company as Incurred shall not be deemed to be new Incurrences of Debt by
the Company or such Subsidiary.

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

            "Initial Purchasers" means Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Toronto Dominion Securities (USA) Inc.

            "Interest Payment Date" means the Stated Maturity of an installment
of interest on the Securities.

            "Interest Rate or Currency Protection Agreement" of any Person means
any forward contract, futures contract, swap, option or other financial
agreement or arrangement (including, without limitation, caps, floors, collars
and similar agreements) relating to, or the value of which is dependent upon,
interest rates or currency exchange rates or indices.

            "Investment" by any Person means any direct or indirect loan,
advance or other extension of credit or capital contribution (by means of
transfers of cash or other property to others or payments for property or
services for the account or use of others, or otherwise) to, or purchase or
acquisition of Capital Stock, bonds, notes, debentures or other securities or
evidence of Debt issued by, any other Person, including any payment on a
Guarantee of any obligation of such other Person, but excluding any loan,
advance or extension of credit to an employee of the Company or any of its
Restricted Subsidiaries in the ordinary course of business, accounts receivable
and other commercially reasonable extensions of trade credit.

            "Issue Date" means the date on which the Securities are first
authenticated and delivered under this Indenture.

            "Joint Venture" means a corporation, partnership or other entity
engaged in one or more Telecommunications Businesses as to which the Company
(directly or through one or more Restricted Subsidiaries) exercises managerial
control and in which the Company owns (i) a 50% or greater interest, or (ii) a
40% or greater interest, together with options or other contractual rights,
exercisable not more than seven years after the Company's initial Investment in
such Joint Venture, to increase its interest to not less than 50%.

            "Junior Shares" means Capital Stock of the Company that does not
rank, as to the payment of dividends or other comparable distributions or as to
the distribution of assets upon any voluntary or involuntary liquidation,
dissolution or winding up of the Company, prior to or on a parity with the
Preferred Shares.

            "Lien" means, with respect to any property or assets, any mortgage
or deed of trust, pledge, hypothecation, assignment, Receivables Sale, deposit
arrangement, security interest, lien, charge, easement (other than any easement
not materially impairing usefulness or marketability), encumbrance, preference,
priority or other security agreement or preferential arrangement of any kind


                                    -9-
<PAGE>

or nature whatsoever on or with respect to such property or assets (including,
without limitation, any conditional sale or other title retention agreement
having substantially the same economic effect as any of the foregoing).

            "Marketable Securities" means: (i) Government Securities; (ii) any
time deposit account, money market deposit and certificate of deposit maturing
not more than 270 days after the date of acquisition issued by, or time deposit
of, an Eligible Institution; (iii) commercial paper maturing not more than 270
days after the date of acquisition issued by a corporation (other than an
Affiliate of the Company) with a rating, at the time as of which any investment
therein is made, of "P-1" or higher according to Moody's Investors Service,
Inc., "A-1" or higher according to Standard & Poor's Ratings Group or "A-1" or
higher according to Duff & Phelps Credit Rating Co. (or such similar equivalent
rating by at least one "nationally recognized statistical rating organization"
(as defined in Rule 436 under the Securities Act)); (iv) any banker's
acceptances or money market deposit accounts issued or offered by an Eligible
Institution; (v) repurchase obligations with a term of not more than 7 days for
Government Securities entered into with an Eligible Institution; and (vi) any
fund investing exclusively in investments of the types described in clauses (i)
through (v) above.

            "Maturity", when used with respect to any Security, means the date
on which the principal of such Security becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.

            "Net Available Proceeds" from any Asset Disposition by any Person
means cash or readily marketable cash equivalents received (including by way of
sale or discounting of a note, installment receivable or other receivable, but
excluding any other consideration received in the form of assumption by the
acquiror of Debt or other obligations relating to such properties or assets)
therefrom by such Person, net of (i) all legal, title and recording tax
expenses, commissions and other fees and expenses Incurred and all federal,
state, provincial, foreign and local taxes (including taxes payable upon payment
or other distribution of funds from a foreign subsidiary to the Company or
another subsidiary of the Company) required to be accrued as a liability as a
consequence of such Asset Disposition, (ii) all payments made by such Person or
its Restricted Subsidiaries on any Debt which is secured by such assets in
accordance with the terms of any Lien upon or with respect to such assets or
which must by the terms of such Lien, or in order to obtain a necessary consent
to such Asset Disposition or by applicable law, be repaid out of the proceeds
from such Asset Disposition, (iii) all distributions and other payments made to
minority interest holders in Restricted Subsidiaries of such Person or joint
ventures as a result of such Asset Disposition, (iv) appropriate amounts to be
provided by such Person or any Restricted Subsidiary thereof, as the case may
be, as a reserve in accordance with generally accepted accounting principles
against any liabilities associated with such assets and retained by such Person
or any Restricted Subsidiary thereof, as the case may be, after such Asset
Disposition, including, without limitation, liabilities under any
indemnification obligations and severance and other employee termination costs
associated with such Asset Disposition, in each case as determined by the Board
of Directors, in its reasonable good faith judgment evidenced by a Board
Resolution filed with the Trustee; provided, however, that any reduction in such
reserve within twelve months following the consummation of such Asset
Disposition will be treated for all purposes of this Indenture and the
Securities as a new Asset Disposition at the time of such reduction with Net
Available Proceeds equal to the amount of such reduction, and (v) any
consideration for an Asset Disposition (which would otherwise constitute Net
Available Proceeds) that is required to be held in escrow pending determination
of whether a purchase price adjustment will be made, but amounts


                                      -10-
<PAGE>

under this clause (v) shall become Net Available Proceeds at such time and to
the extent such amounts are released to such Person.

            "Offer Expiration Date" has the meaning set forth in the definition
of "Offer to Purchase" in this Section 101.

            "Offer to Purchase" means a written offer (the "Offer") sent by the
Company by first class mail, postage prepaid, to each Holder at his address
appearing in the Security Register on the date of the Offer offering to purchase
up to the principal amount of Securities specified in such Offer at the purchase
price specified in such Offer (as determined pursuant to this Indenture). Unless
otherwise required by applicable law, the Offer shall specify an expiration date
(the "Offer Expiration Date") of the Offer to Purchase which shall be, subject
to any contrary requirements of applicable law, not less than 30 days or more
than 60 days after the date of such Offer and a settlement date (the "Purchase
Date") for purchase of Securities within five Business Days after the Offer
Expiration Date. The Company shall notify the Trustee at least 15 Business Days
(or such shorter period as is acceptable to the Trustee) prior to the mailing of
the Offer of the Company's obligation to make an Offer to Purchase, and the
Offer shall be mailed by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company. The Offer shall contain
information concerning the business of the Company and its Subsidiaries which
the Company in good faith believes will enable such Holders to make an informed
decision with respect to the Offer to Purchase (which at a minimum will include
(i) the most recent annual and quarterly financial statements and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
contained in the documents required to be filed with the Trustee pursuant to
this Indenture (which requirements may be satisfied by delivery of such
documents together with the Offer), (ii) a description of material developments
in the Company's business subsequent to the date of the latest of such financial
statements referred to in clause (i) (including a description of the events
requiring the Company to make the Offer to Purchase), (iii) if applicable,
appropriate pro forma financial information concerning the Offer to Purchase and
the events requiring the Company to make the Offer to Purchase and (iv) any
other information required by applicable law to be included therein). The Offer
shall contain all instructions and materials necessary to enable such Holders to
tender Securities pursuant to the Offer to Purchase. The Offer shall also state:

            (a) the Section of this Indenture pursuant to which the Offer to
      Purchase is being made;

            (b) the Offer Expiration Date and the Purchase Date;

            (c) the aggregate principal amount of the Outstanding Securities
      offered to be purchased by the Company pursuant to the Offer to Purchase
      (including, if less than 100%, the manner by which such has been
      determined pursuant to Section 1013 or 1016) (the "Purchase Amount");

            (d) the purchase price to be paid by the Company for each $1,000
      aggregate principal amount of Securities accepted for payment (as
      specified pursuant to this Indenture) (the "Purchase Price");


                                      -11-
<PAGE>

            (e) that the Holder may tender all or any portion of the Securities
      registered in the name of such Holder and that any portion of a Security
      tendered must be tendered in an integral multiple of $1,000 principal
      amount;

            (f) the place or places where Securities are to be surrendered for
      tender pursuant to the Offer to Purchase;

            (g) that interest (including Special Interest) on any Security not
      tendered or tendered but not purchased by the Company pursuant to the
      Offer to Purchase will continue to accrue;

            (h) that on the Purchase Date the Purchase Price will become due and
      payable upon each Security being accepted for payment pursuant to the
      Offer to Purchase and that interest (including Special Interest) thereon
      shall cease to accrue on and after the Purchase Date;

            (i) that each Holder electing to tender a Security pursuant to the
      Offer to Purchase will be required to surrender such Security at the place
      or places specified in the Offer prior to the close of business on the
      Offer Expiration Date (such Security being, if the Company or the Trustee
      so requires, duly endorsed by, or accompanied by a written instrument of
      transfer in form satisfactory to the Company and the Trustee duly executed
      by, the Holder thereof or his attorney duly authorized in writing);

            (j) that Holders will be entitled to withdraw all or any portion of
      Securities tendered if the Company (or the Paying Agent) receives not
      later than the close of business on the Offer Expiration Date, a telegram,
      telex, facsimile transmission or letter setting forth the name of the
      Holder, the principal amount of the Security the Holder tendered, the
      certificate number of the Security the Holder tendered and a statement
      that such Holder is withdrawing all or a portion of his tender;

            (k) that (a) if Securities in an aggregate principal amount less
      than or equal to the Purchase Amount are duly tendered and not withdrawn
      pursuant to the Offer to Purchase, the Company shall purchase all such
      Securities and (b) if Securities in an aggregate principal amount in
      excess of the Purchase Amount are tendered and not withdrawn pursuant to
      the Offer to Purchase, the Company shall purchase Securities having an
      aggregate principal amount equal to the Purchase Amount on a pro rata
      basis (with such adjustments as may be deemed appropriate so that only
      Securities in denominations of $1,000 or integral multiples thereof shall
      be purchased);

            (l) that in the case of any Holder whose Security is purchased only
      in part, the Company shall execute, and the Trustee shall authenticate and
      deliver to the Holder of such Security without service charge, a new
      Security or Securities, of any authorized denomination as requested by
      such Holder, in an aggregate principal amount equal to and in exchange for
      the unpurchased portion of the Security so tendered; and

            (m) the CUSIP number or numbers of the Securities offered to be
      purchased by the Company pursuant to the Offer to Purchase.


                                    -12-
<PAGE>

Any Offer to Purchase shall be governed by and effected in accordance with the
Offer for such Offer to Purchase.

            "Officers' Certificate" means a certificate signed by (i) the Chief
Executive Officer, President, an Executive Vice President or a Vice President,
and (ii) the Treasurer, Assistant Treasurer, Secretary or an Assistant
Secretary, of the Company, and delivered to the Trustee and containing the
statements provided for in Section 102. One of the officers signing an Officers'
Certificate given pursuant to Section 1018 shall be the principal executive,
financial or accounting officer of the Company.

            "Opinion of Counsel" means a written opinion of legal counsel, who
may be counsel for the Company, and who shall be acceptable to the Trustee, and
containing the statements provided for in Section 102.

            "Original Securities" means Securities that are not Exchange
Securities.

            "Outstanding", when used with respect to Securities, means, as of
the date of determination, all Securities theretofore authenticated and
delivered under this Indenture (including, as of such date, all Securities
represented by Global Securities authenticated and delivered under this
Indenture), except the reduced portion or portions of any Global Security, as
such reduction or reductions shall have been endorsed on such Global Security by
the Trustee as provided herein and, except:

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

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

            (iii) Securities which have been paid pursuant to Section 306 or in
      exchange for or in lieu of which other Securities have been authenticated
      and delivered pursuant to this Indenture, other than any such Securities
      in respect of which there shall have been presented to the Trustee proof
      satisfactory to it that such Securities are held by a bona fide purchaser
      in whose hands such Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which the Trustee knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the


                                      -13-
<PAGE>

Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.

            "Paying Agent" means any Person authorized by the Company to pay the
principal of (and premium, if any) or interest on any Securities on behalf of
the Company. The Trustee is hereby authorized by the Company to act as a "Paying
Agent" for the purposes of this Indenture, until such time as the Company
notifies the Trustee in writing that such authorization is revoked.

            "Permitted Interest Rate or Currency Protection Agreement" of any
Person means any Interest Rate or Currency Protection Agreement entered into
with one or more financial institutions in the ordinary course of business that
is designed to protect such Person against fluctuations in interest rates or
currency exchange rates with respect to Debt Incurred and which shall have a
notional amount no greater than the payments due with respect to the Debt being
hedged thereby and not for purposes of speculation.

            "Permitted Investment" means (i) any Investment in a Joint Venture
(including the purchase or acquisition of any Capital Stock of a Joint Venture),
provided the aggregate amount of all outstanding Investments pursuant to this
clause (i) in Joint Ventures in which the Company owns, directly or indirectly,
a less than 50% interest shall not exceed $25 million, (ii) any Investment in
any Person as a result of which such Person becomes a Restricted Subsidiary, or,
subject to the proviso to clause (i) of this definition, becomes a Joint Venture
of the Company, (iii) any Investment in Marketable Securities, (iv) Investments
in Permitted Interest Rate or Currency Protection Agreements, and (v)
Investments made as a result of the receipt of noncash consideration from an
Asset Disposition that was made pursuant to and in compliance with Section 1013
of this Indenture.

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

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

            "Preferred Dividends" for any Person means for any period the
quotient determined by dividing the amount of dividends and distributions paid
or accrued (whether or not declared) on Preferred Stock of such Person during
such period calculated in accordance with generally accepted accounting
principles, by 1 minus the maximum statutory income tax rate then applicable to
the Company (expressed as a decimal).

            "Preferred Issue Date" means the date on which the Preferred Shares
are initially issued.

            "Preferred Shares" means the Company's 14% Senior Exchangeable
Redeemable Preferred Shares, liquidation preference $50 per share.


                                      -14-
<PAGE>

            "Preferred Stock" of any Person means Capital Stock of such Person
of any class or classes (however designated) that ranks prior, as to the payment
of dividends or as to the distribution of assets upon any voluntary or
involuntary liquidation, dissolution or winding up of such Person, to shares of
Capital Stock of any other class of such Person.

            "Public Equity Offering" means an underwritten public offering of
common stock, par value $.01 per share, of the Company pursuant to an effective
registration statement filed with the Commission in accordance with the
Securities Act.

            "Purchase Date" has the meaning set forth in the definition of
"Offer to Purchase" in this Section 101.

            "Purchase Money Debt" means (i) Acquired Debt Incurred in connection
with the acquisition of Telecommunications Assets and (ii) Debt of the Company
or of any Restricted Subsidiary of the Company (including, without limitation,
Debt represented by Capital Lease Obligations, Vendor Financing Facilities,
mortgage financings and purchase money obligations) Incurred for the purpose of
financing all or any part of the cost of construction, acquisition or
improvement by the Company or any Restricted Subsidiary of the Company or any
Joint Venture of any Telecommunications Assets of the Company, any Restricted
Subsidiary of the Company or any Joint Venture, and 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.

            "Qualifying Event" means a Public Equity Offering or one or more
Strategic Equity Investments which in either case results in aggregate net
proceeds to the Company of not less than $75 million.

            "Qualified Junior Shares" means Junior Shares that do not constitute
Disqualified Stock.

            "readily marketable cash equivalents" means (i) marketable
securities issued or directly and unconditionally guaranteed by the United
States Government or issued by any agency thereof and backed by the full faith
and credit of the United States; (ii) marketable direct obligations issued by
any state of the United States of America or any political subdivision of any
such state or any public instrumentality thereof and, at the time of
acquisition, having the highest rating obtainable from either Standard & Poor's
Rating Group or Moody's Investors Service, Inc.; (iii) commercial paper maturing
no more than 180 days from the date of acquisition thereof and, at the time of
acquisition, having a rating of P-1 according to Moody's Investors Service,
Inc., "A-1" or higher according to Standard & Poor's Ratings Group or "A-1" or
higher according to Duff & Phelps Credit Rating Co. (or such similar equivalent
rating by at least one "nationally recognized statistical rating organization"
(as defined in Rule 436 under the Securities Act)); and (iv) certificates of
deposit or bankers' acceptance maturing within one year from the date of
acquisition thereof issued by any commercial bank organized under the laws of
the United States of America or any state thereof or the District of Columbia
having unimpaired capital and surplus of not less than $100,000,000.

            "Receivables" means receivables, chattel paper, instruments,
documents or intangibles evidencing or relating to the right to payment of money
in respect of the sale of goods or services.


                                    -15-
<PAGE>

            "Receivables Sale" of any Person means any sale of Receivables of
such Person (pursuant to a purchase facility or otherwise), other than in
connection with a disposition of the business operations of such Person relating
thereto or a disposition of defaulted Receivables for purpose of collection and
not as a financing arrangement.

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

            "Redemption Price", when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

            "Registration Default" has the meaning specified in the Exchange and
Registration Rights Agreement.

            "Regular Record Date" for the interest payable on any Interest
Payment Date means the January 15 or July 15 (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date.

            "Related Person" of any Person means any other Person directly or
indirectly owning (a) 10% or more of the Outstanding Common Equity of such
Person (or, in the case of a Person that is not a corporation, 10% or more of
the equity interest in such Person) or (b) 10% or more of the combined voting
power of the Voting Stock of such Person.

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

            "Restricted Subsidiary" of the Company means any Subsidiary, whether
existing on or after the date of this Indenture, unless such Subsidiary is an
Unrestricted Subsidiary.

            "Rule 144" means Rule 144 under the Securities Act (or any successor
provision), as it may be amended from time to time.

            "Rule 144A" means Rule 144A under the Securities Act (or any
successor provision), as it may be amended from time to time.

            "Secondary Securities" has the meaning specified in Section 301.

            "Securities" has the meaning specified in the second paragraph of
this instrument.


                                      -16-
<PAGE>

            "Securities Act" means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time.

            "Security Register" and "Security Registrar" have the respective
meanings specified in Section 305(b).

            "Senior Debt" means the principal of (and premium, if any) and
interest (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company whether or not such
claim for post-petition interest is allowed in such proceeding) on, or other
amount of, (i) Debt for money borrowed of the Company created pursuant to Bank
Credit Agreements or Vendor Financing Facilities, (ii) Debt for money borrowed
of the Company, whether Incurred on or prior to the Issue Date or thereafter
Incurred, other than the Securities, (iii) Debt evidenced by bonds, debentures,
notes or other similar instruments, including Debt Incurred in connection with
the acquisition of property, assets or businesses, (iv) matured and unmatured
reimbursement or other obligations of the Company with respect to letters of
credit, bankers' acceptances or similar facilities issued for the account of the
Company; (v) obligations of the Company under interest rate swaps, caps, collars
and similar arrangements, (vii) Capital Lease Obligations of the Company; (vi)
guarantees by the Company of (x) Debt for money borrowed and (y) Debt of a
Restricted Subsidiary consisting of performance and other similar bonds and
reimbursement obligations Incurred in the ordinary course of business securing
the performance of contractual, franchise or license obligations or such
Restricted Subsidiary, or in respect of a letter of credit obtained to secure
such performance; and (viii) amendments, renewals, extensions, modifications,
refinancings and refundings of any such Debt; provided, however, the following
shall not constitute Senior Debt: (A) any Debt owed to a Person when such Person
is a Subsidiary of the Company, (B) any Debt which by the terms of the
instrument creating or evidencing the same is not superior in right of payment
to the Securities, (C) any Debt Incurred in violation of this Indenture or (D)
any Debt which is subordinated in right of payment in any respect to any other
Debt of the Company.

            "Senior Indenture" means the Indenture, dated as of April 15, 1996
among the Company, NEXTLINK Capital, Inc. and United States Trust Company of New
York, as Trustee.

            "Senior Notes" means the 12 1/2% Senior Notes due April 15, 2006 of
the Company and NEXTLINK Capital, Inc. issued pursuant to the Senior Indenture

            "Significant Subsidiary" means a Restricted Subsidiary that is a
"significant subsidiary" as defined in Rule 1-02(w) of Regulation S-X under the
Securities Act and the Exchange Act.

            "Special Interest" has the meaning specified in the Exchange and
Registration Rights Agreement. Unless the context otherwise requires, references
herein to "interest" on the Securities shall include Special Interest.

            "Special Record Date" for the payment of any Defaulted Interest
means a date fixed by the Trustee pursuant to Section 307.


                                      -17-
<PAGE>

            "Stated Maturity", when used with respect to any Security or any
installment of interest thereon, means the date specified in such Security as
the fixed date on which the principal of such Security or such installment of
interest, as the case may be, is due and payable.

            "Strategic Equity Investment" means an investment in Qualified
Junior Shares made by a Strategic Investor in an aggregate amount of not less
than $25 million.

            "Strategic Investor" means a Person engaged in one or more
Telecommunications Businesses (which need not be such Person's primary business)
that has, or 80% or more of the Voting Stock of which is owned, directly or
indirectly, by a Person that has, an equity market capitalization or net worth,
at the time of its initial Investment in the Company, in excess of $2.0 billion.

            "Subordinated Debt" means Debt of the Company as to which the
payment of principal of (and premium, if any) and interest and other payment
obligations in respect of such Debt shall be subordinate to the prior payment in
full of the Securities to at least the following extent: (i) no payments of
principal of (or premium, if any) or interest on or otherwise due in respect of
such Debt may be permitted for so long as any default in the payment of
principal (or premium, if any) or interest on the Securities exists; (ii) in the
event that any other default that with the passing of time or the giving of
notice, or both, would constitute an Event of Default exists with respect to the
Securities, upon notice by 25% or more in principal amount of the Securities to
the Trustee, the Trustee shall have the right to give notice to the Company and
the holders of such Debt (or trustees or agents therefor) of a payment blockage,
and thereafter no payments of principal of (or premium, if any) or interest on
or otherwise due in respect of such Debt may be made for a period of 179 days
from the date of such notice or for the period until such default has been cured
or waived or ceased to exist and any acceleration of the Securities has been
rescinded or annulled, whichever period is shorter (which Debt may provide (A)
no new period of payment blockage may be commenced by a payment blockage notice
unless and until 360 days have elapsed since the effectiveness of the
immediately prior notice, (B) no nonpayment default that existed or was
continuing on the date of delivery of any payment blockage notice to such
holders (or such agents or trustees) shall be, or be made, the basis for a
subsequent payment blockage notice and (C) failure of the Company to make
payment on such Debt when due or within any applicable grace period, whether or
not on account of such payment blockage provisions, shall constitute an event of
default thereunder); and (iii) such Debt may not (x) provide for payments of
principal of such Debt at the stated maturity thereof or by way of a sinking
fund applicable thereto or by way of any mandatory redemption, defeasance,
retirement or repurchase thereof by the Company (including any redemption,
retirement or repurchase which is contingent upon events or circumstances, but
excluding any retirement required by virtue of acceleration of such Debt upon an
event of default thereunder), in each case prior to the final Stated Maturity of
the Securities or (y) permit redemption or other retirement (including pursuant
to an offer to purchase made by the Company) of such other Debt at the option of
the holder thereof prior to the final Stated Maturity of the Securities, other
than a redemption or other retirement at the option of the holder of such Debt
(including pursuant to an offer to purchase made by the Company) which is
conditioned upon a change of control of the Company pursuant to provisions
substantially similar to those of Section 1016 (and which shall provide that
such Debt will not be repurchased pursuant to such provisions prior to the
Company's repurchase of the Securities required to be repurchased by the Company
pursuant to the provisions of Section 1016.


                                      -18-
<PAGE>

            "Subsidiary" of any Person means (i) a corporation more than 50% of
the combined voting power of the outstanding Voting Stock of which is owned,
directly or indirectly, by such Person or by one or more other Subsidiaries of
such Person or by such Person and one or more Subsidiaries thereof or (ii) any
other Person (other than a corporation) in which such Person, or one or more
other Subsidiaries of such Person or such Person and one or more other
Subsidiaries thereof, directly or indirectly, has at least a majority ownership
and power to direct the policies, management and affairs thereof.

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

            "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.

            "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) creating,
developing or marketing communications related network equipment, software and
other devices for use in a Telecommunication Business or (iii) evaluating,
participating or pursuing any other activity or opportunity that is primarily
related to those identified in (i) or (ii) above and shall, in any event,
include all businesses in which the Company or any of its Subsidiaries are
engaged on the Issue Date; provided that the determination of what constitutes a
Telecommunications Business shall be made in good faith by the Board of
Directors, which determination shall be conclusive.

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

            "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed; provided, however,
that in the event the Trust Indenture Act of 1939 is amended after such date,
"Trust Indenture Act" means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.

            "Unrestricted Subsidiary" means (1) any Subsidiary of the Company
designated as such by the Board of Directors as set forth below where (a)
neither the Company nor any of its other Subsidiaries (other than another
Unrestricted Subsidiary) (i) provides credit support for, or Guarantee of, any
Debt of such Subsidiary or any Subsidiary of such Subsidiary (including any
undertaking, agreement or instrument evidencing such Debt) or (ii) is directly
or indirectly liable for any Debt of such Subsidiary or any Subsidiary of such
Subsidiary, and (b) no default with respect to any Debt of such Subsidiary or
any Subsidiary of such Subsidiary (including any right which the holders thereof
may have to take enforcement action against such Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Debt of the Company and
its Restricted Subsidiaries to declare a default on such other Debt or cause the
payment thereof to be accelerated or payable prior to its


                                    -19-
<PAGE>

final scheduled maturity and (2) any Subsidiary of an Unrestricted Subsidiary.
The Board of Directors may designate any Subsidiary to be an Unrestricted
Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds
any Lien on any property of, any other Subsidiary of the Company which is not a
Subsidiary of the Subsidiary to be so designated or otherwise an Unrestricted
Subsidiary, provided that either (x) the Subsidiary to be so designated has
total assets of $1,000 or less or (y) immediately after giving effect to such
designation, the Company could Incur at least $1.00 of additional Debt pursuant
to the first paragraph of Section 1007 and provided, further, that the Company
could make a Restricted Payment in an amount equal to the greater of the fair
market value and the book value of such Subsidiary pursuant to Section 1009 and
such amount is thereafter treated as a Restricted Payment for the purpose of
calculating the aggregate amount available for Restricted Payments thereunder.
The Board of Directors may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary, provided that, immediately after giving effect to such
designation, the Company could Incur at least $1.00 of additional Debt pursuant
to the first paragraph of Section 1007.

            "Vendor Financing Facility" means any agreements between the Company
or a Restricted Subsidiary of the Company and one or more vendors or lessors of
equipment to the Company or any of its Restricted Subsidiaries (or any affiliate
of any such vendor or lessor) providing financing for the acquisition by the
Company or any such Restricted Subsidiary of equipment from any such vendor or
lessor.

            "Vice President", when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president".

            "Voting Stock" of any Person means Capital Stock of such Person
which ordinarily has voting power for the election of directors (or persons
performing similar functions) of such Person, whether at all times or only so
long as no senior class of securities has such voting power by reason of any
contingency.

            "Wholly-Owned Restricted Subsidiary" of any Person means a
Restricted Subsidiary of such Person 99% or more 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
Restricted Subsidiaries of such Person or by such Person and one or more
Wholly-Owned Restricted Subsidiaries of such Person.

SECTION 102. Compliance Certificates and Opinions.

            Upon any application or request by the Company to the Trustee to
take any action under any provision of this Indenture, the Company shall furnish
to the Trustee such certificates and opinions as may be required under the Trust
Indenture Act and under this Indenture. Each such certificate or opinion shall
be given in the form of an Officers' Certificate, if to be given by an officer
of the Company, or an Opinion of Counsel, if to be given by counsel, and shall
comply with the requirements of the Trust Indenture Act and any other
requirement set forth in this Indenture.

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


                                      -20-
<PAGE>

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

                        (2) a brief statement as to the nature and scope of the
                  examination or investigation upon which the statements or
                  opinions contained in such certificate or opinion are based;

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

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

SECTION 103. Form of Documents Delivered to Trustee.

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

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

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

SECTION 104. Acts of Holders; Record Dates.

            Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied


                                    -21-
<PAGE>

therein and evidenced thereby) are herein sometimes referred to as the "Act" of
the Holders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 601) conclusive in
favor of the Trustee and the Company, if made in the manner provided in this
Section.

            The fact and date of the execution by any Person of any such
instrument or writing pursuant to this Section 104 may be proved by the
affidavit of a witness of such execution or by a certificate of a notary public
or other officer authorized by law to take acknowledgments of deeds, certifying
that the individual signing such instrument or writing acknowledged to him the
execution thereof. Where such execution is by a signer acting in a capacity
other than his individual capacity, such certificate or affidavit shall also
constitute sufficient proof of his authority. The fact and date of the execution
of any such instrument or writing, or the authority of the Person executing the
same, may also be proved in any other manner which the Trustee deems sufficient.

            The ownership of Securities shall be proved by the Security
Register.

            Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every future Holder
of the same Security and the Holder of every Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee or the
Company in reliance thereon, whether or not notation of such action is made upon
such Security.

            The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to give, make or take
any request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given, made or taken by
Holders of Securities, provided that the Company may not set a record date for,
and the provisions of this paragraph shall not apply with respect to, the giving
or making of any notice, declaration, request or direction referred to in the
next paragraph. If not set by the Company prior to the first solicitation of a
Holder made by any Person in respect of any such matter referred to in the
foregoing sentence, the record date for any such matter shall be the 30th day
(or, if later, the date of the most recent list of Holders required to be
provided pursuant to Section 701) prior to such first solicitation. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities on such record date, and no other Holders, shall be entitled to take
the relevant action, whether or not such Holders remain Holders after such
record date; provided that no such action shall be effective hereunder unless
taken on or prior to the applicable Expiration Date by Holders of the requisite
principal amount of Outstanding Securities on such record date. Nothing in this
paragraph shall be construed to prevent the Company from setting a new record
date for any action for which a record date has previously been set pursuant to
this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities on the date such
action is taken. Promptly after any record date is set pursuant to this
paragraph, the Company, at its own expense, shall cause notice of such record
date, the proposed action by Holders and the applicable Expiration Date to be
given to the Trustee in writing and to each Holder of Securities in the manner
set forth in Section 106.

            The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to join in the giving
or making of (i) any Notice of Default,


                                    -22-
<PAGE>

(ii) any declaration of acceleration referred to in Section 502, (iii) any
request to institute proceedings referred to in Section 507(2) or (iv) any
direction referred to in Section 512. If any record date is set pursuant to this
paragraph, the Holders of Outstanding Securities on such record date, and no
other Holders, shall be entitled to join in such notice, declaration, request or
direction, whether or not such Holders remain Holders after such record date;
provided that no such action shall be effective hereunder unless taken on or
prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Securities on such record date. Nothing in this paragraph
shall be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities on the date such
action is taken. Promptly after any record date is set pursuant to this
paragraph, the Trustee, at the Company's expense, shall cause notice of such
record date, the proposed action by Holders and the applicable Expiration Date
to be given to the Company in writing and to each Holder of Securities in the
manner set forth in Section 106.

            With respect to any record date set pursuant to this Section, the
party hereto which sets such record dates may designate any day as the
"Expiration Date" and from time to time may change the Expiration Date to any
earlier or later day; provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party hereto in
writing, and to each Holder of Securities in the manner set forth in Section
106, on or prior to the existing Expiration Date. If an Expiration Date is not
designated with respect to any record date set pursuant to this Section, the
party hereto which set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.

            Without limiting the foregoing, a Holder entitled hereunder to take
any action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by one or
more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount.

SECTION 105. Notices, Etc., to Trustee and the Company.

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

            (1) the Trustee by any Holder or by the Company shall be sufficient
      for every purpose hereunder if delivered in writing to the Trustee at its
      Corporate Trust Office, Attention: Corporate Trust Administration, or

            (2) the Company by the Trustee or by any Holder shall be sufficient
      for every purpose hereunder (unless otherwise herein expressly provided)
      if in writing and mailed, first-class postage prepaid, to the Company
      addressed to the Company at the address of its


                                    -23-
<PAGE>

      principal office specified in the first paragraph of this instrument or at
      any other address previously furnished in writing to the Trustee by the
      Company.

SECTION 106. Notice to Holders; Waiver.

            Where this Indenture provides for notice to Holders of any event,
such notice shall be sufficiently given (unless otherwise herein expressly
provided) if (i) in the case of a Global Security, in writing by facsimile
and/or by overnight mail to the Depository, and (ii) in the case of securities
other than Global Securities, in writing and mailed, first-class postage
prepaid, to each Holder affected by such event, at his address as it appears in
the Security Register, not later than the latest date (if any), and not earlier
than the earliest date (if any), prescribed for the giving of such notice. In
any case where notice to Holders is given by mail, neither the failure to mail
such notice, nor any defect in any notice so mailed, to any particular Holder
shall affect the sufficiency of such notice with respect to other Holders. Where
this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.

            In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

SECTION 107. The Application of Trust Indenture Act.

            The Trust Indenture Act shall apply as a matter of contract to this
Indenture for purposes of interpretation, construction and defining the rights
and obligations hereunder. If any provision hereof limits, qualifies or
conflicts with a provision of the Trust Indenture Act that is required under
such Act to be a part of and govern this Indenture, the latter provision shall
control. If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or to be
excluded, as the case may be.

SECTION 108. Effect of Headings and Table of Contents.

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

SECTION 109. Successors and Assigns.

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


                                      -24-
<PAGE>

SECTION 110. Separability Clause.

            In case any provision in this Indenture or in the Securities 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 111. Benefits of Indenture.

            Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder, the holders of Senior Debt (subject to Article Thirteen hereof) and
the Holders of Securities, any benefit or any legal or equitable right, remedy
or claim under this Indenture.

SECTION 112. Governing Law.

            This Indenture and the Securities shall be governed by and construed
in accordance with the laws of the State of New York.

SECTION 113. Legal Holidays.

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

                                  ARTICLE TWO

                                Security Forms

SECTION 201. Forms Generally.

            The Original Securities, the Exchange Securities and the Trustee's
certificates of authentication thereof shall be in substantially the forms set
forth in this Article, with such appropriate legends, insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution of the Securities.


                                    -25-
<PAGE>

            The definitive Securities shall be printed, lithographed or engraved
or produced by any combination of these methods on steel engraved borders or may
be produced in any other manner all as determined by the officers executing such
Securities, as evidenced by their execution of such Securities.

            In certain cases described elsewhere herein, the legends set forth
in Section 202 may be omitted from Securities issued hereunder and additional
legends may be placed on all or certain of the Securities.

SECTION 202. Form of Face of Security.

            [If a Global Security not to be held by The Depository Trust
Company, then insert -- THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF
THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR
IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS
SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER
THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.]

            [If a Global Security to be held by The Depository Trust Company,
then insert -- UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE
& CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

[If applicable, then insert -- THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES LAWS.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION AND SUBJECT TO COMPLIANCE WITH OTHER APPLICABLE LAWS.
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS THREE YEARS AFTER
THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE
COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY
PREDECESSOR OF THIS SECURITY) (THE "RESALE RESTRICTION TERMINATION DATE"), ONLY
(A) TO THE COMPANY; (B) PURSUANT TO A


                                    -26-
<PAGE>

REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) FOR SO LONG AS THESE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY
BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT PROVIDED BY RULE 144, (E) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS
THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER
THE SECURITIES ACT OR (F) IN THE CASE OF EITHER ANY INITIAL INVESTOR THAT IS A
QUALIFIED INSTITUTIONAL BUYER OR ANY SUBSEQUENT INVESTOR, TO AN INSTITUTIONAL
"ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) or (7)
OR RULE 501 UNDER THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT (IF AVAILABLE), AND OTHERWISE IN COMPLIANCE WITH OTHER
APPLICABLE LAWS, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY
SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C), (D), (E) OR (F) TO REQUIRE
THE DELIVERY OF A TRANSFER CERTIFICATE AND, IN THE CASE OF CLAUSE (F), AN
OPINION OF COUNSEL OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THE LEGEND
WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE.]

                         NEXTLINK Communications, Inc.

                    14% Senior Subordinated Notes due 2009

                                                      CUSIP NUMBER: __________

No. __________                                                $_______________

            NEXTLINK Communications, Inc., a corporation organized under the
laws of the State of Washington (herein called the "Company", which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to __________, or registered assigns, the
principal sum of __________ Dollars on February 1, 2009, and to pay interest
thereon from [insert Issue Date or relevant Interest Payment Date with respect
to a Secondary Security (as applicable)] or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
on February 1 and August 1 in each year, commencing [insert the first Interest
Payment date after the Issue Date or the relevant Interest Payment Date with
respect to a Secondary Security (as applicable)] at the rate of 14% per annum,
until the principal hereof is paid or made available for payment. The interest
so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in such Indenture, be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest, which shall be the
January 15 or July 15 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the


                                    -27-
<PAGE>

Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities not less than 10 days prior to such Special Record Date, or be paid
at any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in said
Indenture.

            In the case of a default in payment of principal and premium, if
any, upon acceleration or redemption, interest shall be payable pursuant to the
preceding paragraph on such overdue principal (and premium, if any), such
interest shall be payable on demand and, if not so paid on demand, such interest
shall itself bear interest at the rate of 1% per annum (to the extent that the
payment of such interest shall be legally enforceable), and shall accrue from
the date of such demand for payment to the date payment of such interest has
been made or duly provided for, and such interest on unpaid interest shall also
be payable on demand.

            On each Interest Payment Date occurring on or prior to February 1,
2002, the Company may, at its option, subject to and in accordance with the
provisions of this Security and the Indenture, issue Secondary Securities (as
hereinafter defined) in lieu of the payment in cash of any portion of the
interest due and payable on such Interest Payment Date. If the Company elects to
issue Secondary Securities in lieu of the payment in cash of such portion of
interest, it shall execute and deliver to the Trustee for authentication, and
the Trustee shall authenticate and deliver to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on such Regular Record Date, additional Securities dated such Interest
Payment Date in a principal amount equal to such portion of interest (such
additional Securities being referred to herein as the "Secondary Securities"),
and the due issuance of such Secondary Securities shall constitute full payment
of such portion of interest.

            Payment of the principal of (and premium, if any) and interest on
this Security will be made at the corporate trust office of the Trustee and at
the office or agency of the Company maintained for that purpose in the Borough
of Manhattan, The City of New York, New York, and at any other office or agency
maintained by the Company for such purpose, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that at the option of the
Company payment of interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register.

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

            Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


                                      -28-
<PAGE>

            IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed.

Dated:



                              NEXTLINK COMMUNICATIONS, INC.



                              By______________________________
                                Title:
Attest:


______________________________
Title:

SECTION 203. Form of Reverse of Security.

            This Security is one of a duly authorized issue of Securities of the
Company designated as its 14% Senior Subordinated Notes due February 1, 2009
(the "Securities") issued under an Indenture, dated as of ________, ____ (herein
called the "Indenture"), between the Company and United States Trust Company of
New York, as trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture). The Securities are limited (except as
otherwise provided in the Indenture referred to below) in aggregate principal
amount to $[insert the aggregate of preferred of the Preferred Shares at time of
exchange]. Reference is hereby made to the Indenture and all indentures
supplemental thereto for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered.

            [If after a Covenant Amendment the Securities become redeemable then
insert -- The Securities are subject to redemption upon not less than 30 nor
more than 60 days' notice by mail to each Holder of Securities to be redeemed at
such Holder's address appearing in the Security Register, in amounts of $1,000
or an integral multiple of $1,000, at any time on or after February 1, 2002 and
prior to maturity, as a whole or in part, at the election of the Company, at the
following Redemption Prices (expressed as percentages of the principal amount)
plus accrued and unpaid interest (including Special Interest) to but excluding
the Redemption Date (subject to the right of Holders of record on the relevant
Regular Record Date to receive interest due on an Interest Payment that is on or
prior to the Redemption Date), if redeemed during the 12-month period beginning
February 1, of each of the years indicated below:


                                      -29-
<PAGE>

                                             Redemption
                         Year                  Price
                         ----                ----------
                         2002                 107.00%
                         2003                 105.25%
                         2004                 103.50%
                         2005                 101.75%

and thereafter at a Redemption Price equal to 100% of the principal amount,
together in the case of any such redemption with accrued interest to the
Redemption Date, but interest installments whose Stated Maturity is on or prior
to such Redemption Date will be payable to the Holders of such Securities, or
one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.

            The Securities are further subject to redemption prior to February
1, 2002 only in the event that on or before February 1, 2000 the Company
receives net cash proceeds from one or more Qualifying Events (other than a
Qualifying Event that results in a Change of Control, in which case the Company
may, at its option, use all or a portion of any such net proceeds to redeem
Securities in a principal amount not to exceed $99.75 million; provided,
however, that Securities in an amount equal to at least $185.25 million remain
Outstanding after such redemption. Such redemption must occur on a Redemption
Date within 60 days after the receipt by the Company of the proceeds of any such
Qualifying Event and upon not less than 30 nor more than 60 days' notice by mail
to each Holder of Securities to be redeemed at such Holder's address appearing
in the Security Register, in amounts of $1,000 or an integral multiple of $1,000
at a Redemption Price of 114% of their principal amount plus accrued and unpaid
interest, if any to but excluding the Redemption Date (subject to the right of
Holders of record on the relevant Regular Record Date to receive interest due on
an Interest Payment Date that is on or prior to the Redemption Date).]

            [The Securities are not subject to redemption.]

            The Securities do not have the benefit of any sinking fund
obligations.

            [If applicable insert -- . The Holder of this Security [if this
Security is a Global Security, then insert-- (and any Person that has a
beneficial interest in this Security)] is entitled to the benefits of an
Exchange and Registration Rights Agreement, dated as of January 31, 1996, as the
same may be amended from time to time (the "Exchange and Registration Rights
Agreement"), executed by the Company. In the event of any Registration Default,
Special Interest will accrue and be payable on this Security upon the terms of,
and in the manner provided by, the Exchange and Registration Rights Agreement.

            Whenever in this Security there is a reference, in any context, to
interest on, or in respect of, any Security such mention shall be deemed to
include mention of Special Interest accrued or payable to the extent that, in
such context, Special Interest is, was or would be accrued or payable in respect
of such Security and express mention of Special Interest in any provisions of
this Security


                                      -30-
<PAGE>

shall not be construed as excluding Special Interest in those provisions of this
Security where such express mention is not made.

            The Indenture provides that, subject to certain conditions, if (i) a
Change of Control occurs or (ii) certain Net Available Proceeds are available to
the Company as a result of any Asset Disposition, the Company shall be required
to make an Offer to Purchase for all or a specified portion of the Securities.

            In the event of [redemption or] purchase pursuant to an Offer to
Purchase of this Security in part only, a new Security or Securities of like
tenor for the [unredeemed or] unpurchased portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.

            The indebtedness evidenced by this Security is, to the extent
provided in the Indenture, subordinate and subject in right of payment to the
prior payment in full of all Senior Debt, and this Security is issued subject to
the provisions of the Indenture with respect thereto. Each Holder of this
Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to effectuate the subordination so
provided and (c) appoints the Trustee his attorney-in-fact for any and all such
purposes.

            If an Event of Default shall occur and be continuing, the principal
of all the Securities may be declared due and payable in the manner and with the
effect provided in the Indenture.

            The Indenture contains provisions for defeasance at any time of (i)
the entire indebtedness of this Security, or (ii) certain restrictive covenants
and Events of Default with respect to this Security, in each case upon
compliance with certain conditions set forth therein.

            Unless the context otherwise requires, the Original Securities (as
defined in the Indenture) and the Exchange Securities (as defined in the
Indenture) shall constitute one series for all purposes under the Indenture,
including without limitation, amendments, waivers, redemptions and Offers to
Purchase.

            The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of a
majority in aggregate principal amount of the Securities at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Securities at the
time Outstanding, on behalf of the Holders of all the Securities, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.

            No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to


                                      -31-
<PAGE>

pay the principal of (and premium, if any) and interest on this Security at the
times, place and rate, and in the coin or currency, herein prescribed.

            As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, New York, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities, of authorized denominations and like tenor
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.

            The Securities are issuable only in registered form without coupons
in denominations of $1 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities are
exchangeable for a like tenor and aggregate principal amount of Securities of a
different authorized denomination, as requested by the Holder surrendering the
same.

            No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

            Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and none of
the Company, the Trustee or any such agent shall be affected by notice to the
contrary.

            Interest on this Security shall be computed on the basis of a
360-day year of twelve 30-day months[; provided, however, that Special Interest
shall be computed on the basis of a 365 or 366 day year, as the case may be, and
the number of days actually elapsed].

            All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.


                                      -32-
<PAGE>

                      OPTION OF HOLDER TO ELECT PURCHASE

            If you want to elect to have this Security purchased in its entirety
by the Company pursuant to Section 1013 or 1016 of the Indenture, check the box:

                                      |_|

            If you want to elect to have only a part of this Security purchased
by the Company pursuant to Section 1013 or 1016 of the Indenture, state the
amount: $___________

     Dated:________________  Your Signature:___________________________________
                                           (Sign exactly as name appears
                                           on the other side of this Security)

     Signature Guarantee:______________________________________________________
                        Notice: Signature(s) must be guaranteed by an "eligible
                        guarantor institution" meeting the requirements of the
                        Trustee, which requirements will include membership or
                        participation in STAMP or such other "signature
                        guarantee program" as may be determined by the Trustee
                        in addition to, or in substitution for STAMP, all in
                        accordance with the Securities Exchange Act of 1934, as
                        amended.


SECTION 204.  Form of Trustee's Certificate of Authentication.

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


                                        United States Trust Company of New York,
                                                                    as Trustee


                                        By ____________________________________
                                           Authorized Signatory


                                      -33-
<PAGE>

                                 ARTICLE THREE

                                The Securities

SECTION 301. Title and Terms.

            The Securities shall be issued in exchange for the outstanding
Preferred Shares in accordance with the terms thereof. The aggregate principal
amount of Securities which may be authenticated and delivered under this
Indenture is limited to an amount not to exceed the aggregate liquidation
preference of the outstanding Preferred Shares at the Issue Date, except for
Securities authenticated and delivered as Secondary Securities pursuant to the
fourth paragraph of this Section and Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Securities
pursuant to Section 304, 305, 306, 906 or 1108 or in connection with an Offer to
Purchase pursuant to Section 1013 or 1016. If prior to the Issue Date the
Company has not exchanged the Preferred Shares initially issued for Preferred
Shares registered under the Securities Act pursuant to the Exchange Offer, the
Company may issue Exchange Securities from time to time pursuant to an Exchange
Offer or otherwise, in each case pursuant to a Board Resolution, subject to
Section 303, included in an Officers' Certificate delivered to the Trustee, in
authorized denominations in exchange for a like principal amount of Original
Securities. Upon any such exchange the Original Securities shall be cancelled in
accordance with Section 309 and shall no longer be deemed Outstanding for any
purpose. In no event shall the aggregate principal amount of Original Securities
and Exchange Securities Outstanding exceed an amount not to exceed the sum of
the aggregate liquidation preference of the outstanding Preferred Shares at the
Issue Date plus the aggregate principal amount of Secondary Securities issued in
accordance herewith.

            The Securities shall be known and designated as the "14% Senior
Subordinated Notes due 2009" of the Company. The Stated Maturity of the
Securities shall be February 1, 2009. The Securities shall bear interest at the
rate of 14% per annum, from the Issue Date or from the most recent Interest
Payment Date thereafter to which interest has been paid or duly provided for, as
the case may be, payable semi-annually on February 1 and August 1, commencing
the first such date after the Issue Date until the principal thereof is paid or
made available for payment. In addition, in the event of any Registration
Default, Special Interest will accrue and be payable on the Securities upon the
terms of, and in the manner provided by, the Exchange and Registration Rights
Agreement, the terms of which are hereby incorporated by reference and made a
part hereof. Accrued Special Interest, if any, shall be paid in arrears
semi-annually on February 1 and August 1 in each year, and the amount of accrued
Special Interest shall be determined on the basis of the number of days actually
elapsed and computed as provided in Section 310.

            In the case of a default in payment of principal and premium, if
any, upon acceleration or redemption, interest shall be payable pursuant to the
preceding paragraph on such overdue principal (and premium, if any), such
interest shall be payable on demand and, if not so paid on demand, such interest
shall itself bear interest at the rate of 1% per annum (to the extent that the
payment of such interest shall be legally enforceable), and shall accrue from
the date of such demand for payment to the date payment of such interest has
been made or duly provided for, and such interest on unpaid interest shall also
be payable on demand.


                                      -34-
<PAGE>

            On each Interest Payment Date occurring on or prior to February 1,
2002, the Company may, at its option, in lieu of the payment in cash of any
portion of interest due and payable on such Interest Payment Date, by giving
notice to the Trustee not less than 10 nor more than 30 days prior to the
Regular Record Date for such Interest Payment Date, execute, and deliver to the
Trustee for authentication, together with a Company Order given not less than 10
nor more than 30 days prior to such Interest Payment Date for the authentication
and delivery of additional Securities dated such Interest Payment Date in an
aggregate principal amount equal to such portion of interest; and the Trustee in
accordance with such Company Order shall authenticate and deliver to the Holders
of record on such Regular Record Date such additional Securities requested in
such Company Order (such duly executed and authenticated additional Securities
being of the same series as the Securities and referred to herein as "Secondary
Securities"), and the due issuance of such Secondary Securities shall constitute
full payment of such portion of interest; provided, however, that interest shall
not so be payable in whole or part in Secondary Securities in lieu of cash from
and after the date of any deposit of money pursuant to Section 401 or the
defeasance or covenant defeasance of the Securities pursuant to Article Twelve.
The Company shall pay interest on each Secondary Security from the Interest
Payment Date to which its issuance relates. Each issuance of Secondary
Securities in lieu of the payment in cash of all or any portion of interest on
the Securities shall be made pro rata with respect to the Outstanding
Securities. All Secondary Securities shall be issued in the same series as the
Securities originally issued pursuant to the Indenture, and all Holders of
Secondary Securities shall be treated as Holders of Securities for any and all
purposes of any Act of Holders or of other action of Holders or otherwise
pursuant to this Indenture except as may otherwise be required by law. Any such
Secondary Securities shall be governed by the Indenture and the terms of each
such Secondary Security shall be identical to the terms of this Security except
with respect to, as the case may be, the designation of such Secondary Security
(which may (but need not) indicate the Interest Payment Date of its original
issuance), its aggregate principal amount, its CUSIP number or other required
identifications, any required legends (including with respect to taxation) and
the date from which interest accrues and except as may otherwise be required by
law. Notwithstanding the foregoing, Secondary Securities may be issued on any
given Interest Payment Date in separate series if such is required pursuant to a
change in law after the Issue Date, and, in such event, the Holders of Secondary
Securities shall continue to be treated in all respects as Holders of Securities
for all purposes of this Indenture (including with respect to any Act of Holders
or any other action of Holders or otherwise pursuant to this Indenture) except
as required by such change in law.

            The principal of and premium, if any, and interest on the Securities
shall be payable at the corporate trust office of the Trustee in the Borough of
Manhattan, The City of New York, New York, maintained for such purpose and at
any other office or agency maintained by the Company for such purpose; provided,
however, that at the option of the Company payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register.

            The Securities shall be subject to repurchase by the Company
pursuant to an Offer to Purchase as provided in Sections 1013 and 1016.

            The Securities shall not have the benefit of any sinking fund
obligations.

            Unless provided pursuant to clause (8) of Section 901 following a
Covenant Amendment, the Securities shall not be redeemable at the option of the
Company.


                                      -35-
<PAGE>

            The Securities shall be subject to defeasance at the option of the
Company as provided in Article Twelve.

            The Securities shall be subordinated in right of payment to Senior
Debt as provided in Article Thirteen.

            Unless the context otherwise requires, the Original Securities and
the Exchange Securities shall constitute one series for all purposes under this
Indenture, including without limitation, amendments, waivers, redemptions and
Offers to Purchase.

SECTION 302. Denominations.

            The Securities are issuable only in registered form without coupons
in denominations of $1 and any integral multiple thereof.

SECTION 303. Execution, Authentication, Delivery and Dating.

            The Securities shall be executed on behalf of the Company by its
Chief Executive Officer, its President or one of its Vice Presidents, and
attested by its Secretary or one of its Assistant Secretaries. The signature of
any of these officers on the Securities may be manual or facsimile.

            Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

            At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities executed by the Company to
the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities; and the Trustee in accordance
with such Company Order shall authenticate and deliver such Securities as in
this Indenture provided and not otherwise.

            If prior to the Issue Date the Company has not exchanged Preferred
Shares initially issued for Preferred Shares registered under the Securities Act
pursuant to the Exchange Offer, at any time and from time to time after the
Issue Date and after the effectiveness of a Registration Statement under the
Securities Act with respect thereto, the Company may deliver Exchange Securities
executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Exchange Securities
and a like principal amount of Original Securities for cancellation in
accordance with Section 309, and the Trustee in accordance with such Company
Order shall authenticate and deliver such Securities. In authenticating such
Exchange Securities, and accepting the additional responsibilities under this
Indenture in relation to such Securities, the Trustee shall be entitled to
receive, and (subject to Section 601) shall be fully protected in relying upon,
an Opinion of Counsel stating,


                                      -36-
<PAGE>

            (a) if the form of such Exchange Securities has been established by
      or pursuant to a Board Resolution, as permitted by Section 301, that such
      form has been established in conformity with the provisions of this
      Indenture;

            (b) if the terms of such Exchange Securities have been established
      by or pursuant to a Board Resolution, as permitted by Section 301, that
      such terms have been established in conformity with the provisions of this
      Indenture;

            (c) that such Exchange Securities have been duly and validly issued
      in accordance with the terms of the Indenture, and are entitled to all the
      rights and benefits set forth herein; and

            (d) that the issuance of the Exchange Securities in exchange for the
      Original Securities has been effected in compliance with the Securities
      Act.

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Exchange Securities if the issue of such Exchange
Securities pursuant to this Indenture will affect the Trustee's own rights,
duties or immunities under the Exchange Securities and this Indenture or
otherwise in a manner which is not reasonably acceptable to the Trustee.

            Each Security shall be dated the date of its authentication (except
as may be otherwise provided herein with respect to Secondary Securities).

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

SECTION 304. Temporary Securities.

            Pending the preparation of definitive Securities, the Company may
execute, and upon a Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Securities in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Securities may determine, as evidenced by their
execution of such Securities.

            If temporary Securities are issued, the Company will cause
definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities upon surrender of the temporary
Securities at any office or agency of the Company designated pursuant to Section
1002, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like tenor and principal amount
of definitive Securities of authorized denominations. Until so exchanged, the
temporary


                                      -37-
<PAGE>

Securities shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities.

SECTION 305. Global Securities; Registration, Registration of Transfer and
             Exchange.

            (a) Global Securities. The provisions of Clauses (1) through (7)
below shall apply only to Global Securities:

                (1) Each Global Security authenticated under this Indenture
      shall be registered in the name of the Depository or a nominee thereof and
      delivered to the Depository or a nominee thereof or custodian therefor,
      and each such Global Security shall constitute a single Security for all
      purposes of this Indenture.

                (2) Notwithstanding any other provision in this Indenture, no
      Global Security may be exchanged in whole or in part for Securities
      registered, and no transfer of a Global Security in whole or in part may
      be registered, in the name of any Person other than the Depository or a
      nominee thereof unless (A) the Depository (i) has notified the Company
      that it is unwilling or unable to continue as Depository for such Global
      Security and the Company thereupon fails to appoint a successor Depository
      or (ii) has ceased to be a clearing agency registered under the Exchange
      Act.

                (3) If any Global Security is to be exchanged for other
      Securities or cancelled in whole, it shall be surrendered by or on behalf
      of the Depository or its nominee to the Trustee, as Security Registrar,
      for exchange or cancellation as provided in this Article Three. If any
      Global Security is to be exchanged for other Securities or cancelled in
      part, or if another Security is to be exchanged in whole or in part for a
      beneficial interest in any Global Security, such Global Security shall be
      so surrendered for exchange or cancellation as provided in this Article
      Three or, if the Trustee is acting as custodian for the Depository or its
      nominee (or is party to a similar arrangement) with respect to such Global
      Security, the principal amount thereof shall be reduced or increased by an
      amount equal to the portion thereof to be so exchanged or cancelled, or
      the principal amount of such other Security to be so exchanged for a
      beneficial interest therein, as the case may be, in each case by means of
      an appropriate adjustment made on the records of the Trustee, whereupon
      the Trustee, in accordance with the procedures of the Depository, shall
      instruct the Depository or its authorized representatives to make a
      corresponding adjustment to its records. Upon any such surrender or
      adjustment of a Global Security, the Trustee shall, subject to Section
      305(a)(2) and as otherwise provided in this Article Three, authenticate
      and deliver any Securities issuable in exchange for such Global Security
      (or any portion thereof) to or upon the order of, and registered in such
      names as may be directed by, the Depository or its authorized
      representative. Upon the request of the Trustee in connection with the
      occurrence of any of the events specified in the preceding paragraph, the
      Company shall promptly make available to the Trustee a reasonable supply
      of Securities that are not in the form of Global Securities. The Trustee
      shall be entitled to rely upon any order, direction or request of the
      Depository or its authorized representative which is given or made
      pursuant to this Article Three if such order, direction or request is
      given or made in accordance with the Applicable Procedures.


                                      -38-
<PAGE>

                (4) Every Security authenticated and delivered upon registration
      of transfer of, or in exchange for or in lieu of, a Global Security or any
      portion thereof, whether pursuant to this Article Three, Section 906,
      1013, 1016 or 1108 or otherwise, shall be authenticated and delivered in
      the form of, and shall be, a Global Security, unless such Security is
      registered in the name of a Person other than the Depository or a nominee
      thereof.

                (5) None of the Company, the Trustee, any agent of the Trustee,
      any Paying Agent or the Security Registrar will have any responsibility or
      liability for any aspect of the Depository's records (or the records of
      the participant of such Depository) relating to or payments made on
      account of beneficial ownership interests of a Global Security or for
      maintaining, supervising or reviewing any records of the Depository
      relating to such beneficial ownership interests.

                (6) Subject to the provisions of any legend upon a Security, the
      registered Holder of a Security may grant proxies and otherwise authorize
      any Person, including Agent Members and Persons who may hold interests in
      Agent Members, to take any action that such Holder is entitled to take
      under this Indenture.

                (7) Neither Agent Members nor any other Person on whose behalf
      Agent Members may act shall have any rights under this Indenture with
      respect to any Global Security held on their behalf by the Depository or
      under the Global Security, and the Depository may be treated by the
      Company, the Trustee and any agent of the Company or the Trustee as the
      absolute owner of such Global Security for all purposes whatsoever.
      Notwithstanding the foregoing, nothing herein shall prevent the Company,
      the Trustee or any agent of the Company or the Trustee from giving effect
      to any written certification, proxy or other authorization furnished by
      the Depository or impair, as between the Depository and its Agent Members,
      the operation of customary practices governing the exercise of the rights
      of a Holder of any Security.

            (b) Registration, Registration of Transfer and Exchange and Legends.
The Company shall cause to be kept at the Corporate Trust Office of the Trustee
a register (the register maintained in such office and in any other office or
agency designated pursuant to Section 1002 being herein sometimes collectively
referred to as the "Security Register") in which, subject to such reasonable
regulations as they may prescribe, the Company shall provide for the
registration of Securities and of transfers and exchanges of Securities. The
Trustee is hereby appointed "Security Registrar" for the purpose of registering
Securities and transfers and exchanges of Securities as herein provided. Such
Security Register shall distinguish between Original Securities and Exchange
Securities.

            Upon surrender for registration of transfer of any Security at an
office or agency of the Company designated pursuant to Section 1002 for such
purpose in accordance with the terms hereof, the Company shall, subject to the
other provisions of this Section 305, execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of any authorized denominations and of a
like tenor and aggregate principal amount and bearing the applicable legends set
forth in Section 202.


                                      -39-
<PAGE>

            At the option of the Holder, Securities may be exchanged for other
Securities of any authorized denominations and of a like tenor and aggregate
principal amount and bearing the applicable legends required to be placed
thereon, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive.

            All Securities issued upon any registration of transfer or exchange
of Securities shall be the valid obligations of the Company, evidencing the same
debt, and (subject to the provisions in the Original Securities regarding the
payment of Special Interest) entitled to the same benefits under this Indenture,
as the Securities surrendered upon such registration of transfer or exchange.

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

            No service charge shall be made to the Holder for any registration
of transfer or exchange of Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 303, 304, 305, 906 or 1108 or in accordance
with any Offer to Purchase pursuant to Section 1013 or 1016 not involving any
transfer.

            The Company shall not be required (i) to issue, register the
transfer of or exchange any Security during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of
Securities selected for redemption under Section 1104 and ending at the close of
business on the day of such mailing, or (ii) to register the transfer of or
exchange any Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part.

            Unless the Company shall determine otherwise, each Security
initially issued hereunder in exchange for Preferred Shares shall bear the
legends regarding restrictions on transfers, if any, that were borne by the
certificates evidencing the Preferred Shares with respect to which such Security
was issued and each Secondary Security issued shall bear the same legends
regarding restrictions on transfers as the Security with respect to which it was
issued. Any such required legend on a Security shall not be removed unless the
Company shall have delivered to the Trustee (and the Securities Registrar, if
other than the Trustee) a Company Order which states that the Security may be
issued without such legend thereon. If a legend has been removed from a Security
as provided above, no other Security issued in exchange for all or any part of
such Security shall bear such legend, unless the Company has reasonable cause to
believe that such other Security is a "restricted security" within the meaning
of Rule 144 of the Securities Act and instructs the Trustee to cause a legend to
appear thereon.

            Unless the Company shall determine otherwise, in the event that the
Preferred Shares in exchange for which any Security is issued are subject to
certification requirements for transfer pursuant to the Certificate of
Designations, the Securities issued in exchange therefor shall be subject


                                      -40-
<PAGE>

to identical certification requirements hereunder. The Company shall promptly
notify the Trustee and the Securities Registrar (if other than the Trustee) of
any such transfer certification requirements.

SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.

            If any mutilated Security is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

            If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
and (ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
of like tenor and principal amount and bearing a number not contemporaneously
outstanding.

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

            Upon the issuance of any new Security under this Section, 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 any other
expenses (including the fees and expenses of the Trustee) connected therewith.

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

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

SECTION 307.  Payment of Interest; Interest Rights Preserved.

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

            Any interest (including Special Interest) on any Security which is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date (herein called "Defaulted


                                      -41-
<PAGE>

Interest") shall (a) bear interest at the rate per annum stated in the form of
Security included herein (to the extent that the payment of such interest shall
be legally enforceable), and (b) forthwith cease to be payable to the Holder on
the relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in Clause (1) or (2) below:

                  (1) The Company may elect to make payment of any Defaulted
            Interest to the Persons in whose names the Securities (or their
            respective Predecessor Securities) are registered at the close of
            business on a Special Record Date for the payment of such Defaulted
            Interest, which shall be fixed in the following manner. The Company
            shall notify the Trustee in writing of the amount of Defaulted
            Interest proposed to be paid on each Security and the date of the
            proposed payment, and at the same time the Company shall deposit
            with the Trustee an amount of money equal to the aggregate amount
            proposed to be paid in respect of such Defaulted Interest or shall
            make arrangements satisfactory to the Trustee for such deposit prior
            to the date of the proposed payment, such money when deposited to be
            held in trust for the benefit of the Persons entitled to such
            Defaulted Interest as in this Clause provided. Thereupon the Trustee
            shall fix a Special Record Date for the payment of such Defaulted
            Interest which shall be not more than 15 days and not less than 10
            days prior to the date of the proposed payment and not less than 10
            days after the receipt by the Trustee of the notice of the proposed
            payment. The Trustee shall promptly notify the Company of such
            Special Record Date and, in the name and at the expense of the
            Company, shall cause notice of the proposed payment of such
            Defaulted Interest and the Special Record Date therefor to be
            mailed, first-class postage prepaid, to each Holder at his address
            as it appears in the Security Register, not less than 10 days prior
            to such Special Record Date. Notice of the proposed payment of such
            Defaulted Interest and the Special Record Date therefor having been
            so mailed, such Defaulted Interest shall be paid to the Persons in
            whose names the Securities (or their respective Predecessor
            Securities) are registered at the close of business on such Special
            Record Date and shall no longer be payable pursuant to the following
            Clause (2).

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

            Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall


                                      -42-
<PAGE>

carry the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Security.

SECTION 308. Persons Deemed Owners.

            Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of and premium, if
any, and (subject to Section 307) interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and none of the
Company, the Trustee or any agent of the Company or the Trustee shall be
affected by notice to the contrary.

SECTION 309. Cancellation.

            All Securities surrendered for payment, redemption, registration of
transfer, exchange or pursuant to any Offer to Purchase pursuant to Section 1013
or 1016 shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee and shall be promptly cancelled by it. The Company may at any
time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and all Securities so delivered shall be promptly cancelled
by the Trustee. No Securities shall be authenticated in lieu of or in exchange
for any Securities cancelled as provided in this Section, except as expressly
permitted by this Indenture. All cancelled Securities held by the Trustee shall
be disposed of in accordance with its standard procedures or as directed by a
Company Order; provided, however, that the Trustee shall not be required to
destroy such Securities.

SECTION 310. Computation of Interest.

            Interest on the Securities shall be computed on the basis of a
360-day year of twelve 30-day months, provided, however, that any Special
Interest payable on Original Securities shall be computed on the basis of a 365
or 366 day year, as the case may be, and the number of days actually elapsed.

SECTION 311. CUSIP Numbers.

            The Company shall in issuing the Securities use CUSIP numbers, and
the Trustee shall use the applicable CUSIP number in notices of redemption or
exchange as a convenience to the Holders; provided, that any such notice may
state that no representation is made as to the accuracy of correctness of the
CUSIP number or numbers printed in the notice or on the certificates
representing the Securities and that reliance may be placed only on the other
identification numbers printed on the certificates representing the Securities.


                                      -43-
<PAGE>

                                 ARTICLE FOUR

                          Satisfaction and Discharge

SECTION 401. Satisfaction and Discharge of Indenture.

            This Indenture shall cease to be of further effect as to all
outstanding Securities (except as to (i) rights of registration of transfer and
exchange and, if applicable, the Company's right of optional redemption, (ii)
substitution of apparently mutilated, defaced, destroyed, lost or stolen
Securities, (iii) rights of holders of Securities to receive payment of
principal of and premium, if any, and interest on the Securities, (iv) rights,
obligations and immunities of the Trustee under this Indenture and (v) rights of
the holders of the Securities as beneficiaries of this Indenture with respect to
any property deposited with the Trustee payable to all or any of them), and the
Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when

            (1) either

                  (A) the Company will have paid or caused to be paid the
            principal of and premium, if any, and interest on the Securities as
            and when the same will have become due and payable; or

                  (B) all outstanding Securities (except lost, stolen or
            destroyed Securities which have been replaced or paid) have been
            delivered to the Trustee for cancellation;

            and the Company, in the case of (A) above, has deposited or caused
            to be deposited with the Trustee as trust funds in trust for the
            purpose an amount sufficient to pay and discharge the entire
            indebtedness on such Securities not theretofore delivered to the
            Trustee for cancellation, for principal of and premium, if any, and
            interest to the date of such deposit (in the case of Securities
            which have become due and payable) or to the Stated Maturity or
            Redemption Date, as the case may be;

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

            (3) the Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent herein provided for relating to the satisfaction and discharge
      of this Indenture have been complied with; and

            (4) the Trustee shall have received such other documents and
      assurances as the Trustee shall have reasonably requested.

Notwithstanding the satisfaction and discharge of this Indenture, (i) the
obligations of the Company to the Trustee under Section 607, (ii) substitution
of apparently mutilated, defaced, destroyed, lost or stolen Securities, (iii)
rights of holders of Securities to receive payment of principal of and premium,
if any, and interest on the Securities, (iv) rights, obligations and immunities
of the Trustee under this Indenture (including, if money shall have been
deposited with the Trustee pursuant to subclause (B) of


                                      -44-
<PAGE>

Clause (1) of this Section, the obligations of the Trustee under Section 402 and
the last paragraph of Section 1003), and (v) rights of holders of the Securities
as beneficiaries of this Indenture with respect to any property deposited with
the Trustee payable to all or any of them, shall survive.

SECTION 402. Application of Trust Money.

            Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee.

                                 ARTICLE FIVE

                                   Remedies

SECTION 501. Events of Default.

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

            (1) default in the payment of any interest upon any Security when it
      becomes due and payable, and continuance of such default for a period of
      30 day; or

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

            (3) default in the payment of principal and interest upon any
      Security required to be purchased pursuant to an Offer to Purchase
      pursuant to Sections 1013 or 1016 when due and payable; or

            (4) default in the performance, or breach, of Section 801; or

            (5) default in the performance, or breach, of any covenant or
      warranty of the Company in this Indenture or in any Security (other than a
      covenant or warranty a default in whose performance or whose breach is
      elsewhere in this Section specifically dealt with), and continuance of
      such default or breach for a period of 60 days after there has been given,
      by registered or certified mail, to the Company by the Trustee or to the
      Company and the Trustee by the Holders of at least 25% in aggregate
      principal amount of the Outstanding


                                      -45-
<PAGE>

      Securities a written notice specifying such default or breach and
      requiring it to be remedied and stating that such notice is a "Notice of
      Default" hereunder; or

            (6) a default or defaults under any bond(s), debenture(s), note(s)
      or other evidence(s) of Debt by the Company or any Significant Subsidiary
      of the Company or under any mortgage(s), indenture(s) or instrument(s)
      under which there may be issued or by which there may be secured or
      evidenced any Debt of such type by the Company or any such Significant
      Subsidiary with a principal amount then outstanding, individually or in
      the aggregate, in excess of $10 million, whether such Debt now exists or
      shall hereafter be created, which default or defaults shall constitute a
      failure to pay such Debt when due at the final maturity thereof, or shall
      have resulted in such Debt becoming or being declared due and payable
      prior to the date on which it would otherwise have become due and payable;
      or

            (7) a final judgment or final judgments (not subject to appeal) for
      the payment of money are entered against the Company or any Significant
      Subsidiary in an aggregate amount in excess of $15 million by a court or
      courts of competent jurisdiction, which judgments remain undischarged or
      unstayed for a period (during which execution shall not be effectively
      stayed) of 45 days after the right to appeal all such judgments has
      expired; or

            (8) the entry by a court having jurisdiction in the premises of (A)
      a decree or order for relief in respect of the Company or any Significant
      Subsidiary in an involuntary case or proceeding under any applicable
      Federal or State bankruptcy, insolvency, reorganization or other similar
      law or (B) a decree or order adjudging the Company or any Significant
      Subsidiary a bankrupt or insolvent, or approving as properly filed a
      petition seeking reorganization, arrangement, adjustment or composition of
      or in respect of the Company or any Significant Subsidiary under any
      applicable Federal or State law, or appointing a custodian, receiver,
      liquidator, assignee, trustee, sequestrator or other similar official of
      the Company or any Significant Subsidiary or of any substantial part of
      its property, or ordering the winding up or liquidation of its affairs,
      and the continuance of any such decree or order for relief or any such
      other decree or order unstayed and in effect for a period of 60
      consecutive days; or

            (9) the commencement by the Company or any Significant Subsidiary of
      a voluntary case or proceeding under any applicable Federal or State
      bankruptcy, insolvency, reorganization or other similar law or of any
      other case or proceeding to be adjudicated a bankrupt or insolvent, or the
      consent by it to the entry of a decree or order for relief in respect of
      the Company or any Significant Subsidiary in an involuntary case or
      proceeding under any applicable Federal or State bankruptcy, insolvency,
      reorganization or other similar law or to the commencement of any
      bankruptcy or insolvency case or proceeding against it, or the filing by
      it of a petition or answer or consent seeking reorganization or relief
      under any applicable Federal or State law, or the consent by it to the
      filing of such petition or to the appointment of or taking possession by a
      custodian, receiver, liquidator, assignee, trustee, sequestrator or other
      similar official of the Company or any Significant Subsidiary or of any
      substantial part of its property, or the making by it of an assignment for
      the benefit of creditors, or the admission by it in writing of its
      inability to pay its debts generally as they become due, or the taking of
      corporate action by the Company or any Significant Subsidiary in
      furtherance of any such action.


                                      -46-
<PAGE>

SECTION 502. Acceleration of Maturity; Rescission and Annulment.

            If an Event of Default (other than an Event of Default specified in
Section 501(8) or (9) with respect to the Company) occurs and is continuing,
then and in every such case the Trustee or the Holders of not less than 25% in
aggregate principal amount of the Outstanding Securities may declare the Default
Amount of all the Securities to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such Default Amount and any accrued interest, together with all
other amounts due under this Indenture, shall become immediately due and
payable. If an Event of Default specified in Section 501(8) or (9) with respect
to the Company occurs, the Default Amount of and any accrued interest on the
Securities then Outstanding, together with all other amounts due under this
Indenture, shall ipso facto become immediately due and payable without any
declaration or other Act on the part of the Trustee or any Holder.

            The "Default Amount" in respect of any particular Security as of any
particular date of acceleration shall equal the principal amount of the Security
plus accrued and unpaid interest to such date.

            At any time after such a declaration of acceleration has been made
and before a judgment or decree for payment of the money due based on
acceleration has been obtained by the Trustee as hereinafter in this Article
provided, the Holders of a majority in aggregate principal amount of the
Outstanding Securities, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if:

            (1) the Company has paid or deposited with the Trustee a sum
sufficient to pay

                  (A) all overdue interest on all Securities,

                  (B) the principal of (and premium, if any, on) any Securities
            which have become due otherwise than by such declaration of
            acceleration (including any Securities required to have been
            purchased on the Purchase Date pursuant to an Offer to Purchase made
            by the Company) and interest thereon at the rate borne by the
            Securities,

                  (C) to the extent that payment of such interest is lawful,
            interest upon overdue interest at the applicable rate borne by the
            Securities, and

                  (D) all sums paid or advanced by the Trustee hereunder and the
            reasonable compensation, expenses, disbursements and advances of the
            Trustee, its agents and counsel;

      and

            (2) all Events of Default, other than the non-payment of the
      principal of Securities which have become due solely by such declaration
      of acceleration, have been cured or waived as provided in Section 513.


                                      -47-
<PAGE>

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee.

            The Company covenants that if

            (1) default is made in the payment of any interest on any Security
      when such interest becomes due and payable and such default continues for
      a period of 30 days, or

            (2) default is made in the payment of the principal of (or premium,
      if any, on) any Security at the Maturity thereof or, with respect to any
      Security required to have been purchased pursuant to an Offer to Purchase
      made by the Company, at the Purchase Date thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal (and premium, if any) and interest, and, to the extent
that payment of such interest shall be legally enforceable, interest on any
overdue principal (and premium, if any) and on any overdue interest, at the rate
provided by the Securities, and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses incurred by the Trustee
under this Indenture, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

            If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon the Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon the Securities, wherever
situated.

            If an Event of Default occurs and is continuing, the Trustee may in
its discretion proceed to protect and enforce its rights and the rights of the
Holders by such appropriate judicial proceedings as the Trustee shall deem most
effective to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

SECTION 504. Trustee May File Proofs of Claim.

            In case of any judicial proceeding relative to the Company (or any
other obligor upon the Securities), its property or its creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to collect and
receive any moneys, securities or other property payable or deliverable upon the
exchange of the Securities or upon any such claims and to distribute the same;
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such


                                      -48-
<PAGE>

payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 607.

            No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding; provided,
however, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and be a member of a creditors or
other similar committee.

SECTION 505. Trustee May Enforce Claims Without Possession of Securities.

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

SECTION 506. Application of Money Collected.

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

            FIRST: To the payment of all amounts due the Trustee under Section
      607; and

            SECOND: To the extent provided in Article Thirteen, to the holders
      of Senior Debt in accordance with Article Thirteen; and

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

The Trustee, upon prior written notice to the Company, may fix a record date and
payment date for any payment to the Holders pursuant to this Section 506.


                                      -49-
<PAGE>

SECTION 507. Limitation on Suits.

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

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

            (2) the Holders of at least 25% in aggregate principal amount of the
      Outstanding Securities shall have made written request to the Trustee to
      institute proceedings in respect of such Event of Default in its own name
      as Trustee hereunder;

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

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

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

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

SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and
             Interest.

            Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Section 307) interest on such Security on the respective Stated Maturities
expressed in such Security (or, in the case of redemption, on the Redemption
Date or, in the case of an Offer to Purchase made by the Company and required to
be accepted as to such Security, on the Purchase Date) and to institute suit for
the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.

SECTION 509. Restoration of Rights and Remedies.

            If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, sub-


                                      -50-
<PAGE>

ject to any determination in such proceeding, the Company, the Trustee and the
Holders shall be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding had been instituted.

SECTION 510. Rights and Remedies Cumulative.

            Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities in the last paragraph
of Section 306, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

SECTION 511. Delay or Omission Not Waiver.

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

SECTION 512. Control by Holders.

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

            (1) such direction shall not be in conflict with any rule of law or
      with this Indenture or expose the Trustee to personal liability (as
      determined in the sole discretion of the Trustee), and

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

The Trustee may refuse, however, to follow any direction that the Trustee, in
its sole discretion, determines may be unduly prejudicial to the rights of
another Holder or that may subject the Trustee to any liability or expense if
the Trustee determines, in its sole discretion, that it lacks indemnification
against such loss or expense.


                                      -51-
<PAGE>

SECTION 513. Waiver of Past Defaults.

            The Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities may on behalf of the Holders of all the
Securities by written notice to the Trustee waive any past default hereunder and
its consequences, except a default

            (1) in the payment of the principal of (or premium, if any) or
      interest on any Security (including any Security which is required to have
      been purchased pursuant to an Offer to Purchase which has been made by the
      Company), or

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

            (3) arising from failure to purchase any Security tendered pursuant
      to Sections 1013 and 1016.

            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.

SECTION 514. Undertaking for Costs.

            In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court may require any party litigant in such suit to file an
undertaking to pay the costs of such suit, and may assess costs against any such
party litigant, in the manner and to the extent provided in the Trust Indenture
Act; provided that neither this Section nor the Trust Indenture Act shall be
deemed to authorize any court to require such an undertaking or to make such an
assessment in any suit instituted by the Company.

SECTION 515. Waiver of Stay or Extension Laws.

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


                                      -52-
<PAGE>

                                  ARTICLE SIX

                                  The Trustee

SECTION 601. Certain Duties and Responsibilities.

            The duties and responsibilities of the Trustee shall be as provided
by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

SECTION 602. Notice of Defaults.

            The Trustee shall give the Holders notice of any Default hereunder
as and to the extent provided by the Trust Indenture Act, unless such Default
has been cured or waived; provided, however, that in the case of any Default of
the character specified in Section 501(5), no such notice to Holders shall be
given until at least 30 days after the occurrence thereof.

SECTION 603. Certain Rights of Trustee.

            Subject to the provisions of Section 601:

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

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

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

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


                                      -53-
<PAGE>

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

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

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

            (h) the Trustee shall not be liable for any action taken, suffered
      or omitted by it in good faith which the Trustee reasonably believed to
      have been authorized or within its rights or powers.

SECTION 604. Not Responsible for Recitals or Issuance of Securities.

            The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or the Securities. The Trustee shall not be accountable for the use or
application by the Company of Securities or the proceeds thereof.

SECTION 605. May Hold Securities.

            The Trustee, any Paying Agent, any Security Registrar (if other than
the Trustee) or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
608 and 613, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Paying Agent, Security Registrar or such other
agent.

SECTION 606. Money Held in Trust.

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


                                      -54-
<PAGE>

SECTION 607. Compensation and Reimbursement.

            The Company agrees

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

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

            (3) to indemnify the Trustee for, and to hold it harmless against,
      any loss, liability or expense (including the reasonable compensation,
      expenses and disbursements of its agents, accountants, experts and
      counsel) incurred without negligence or bad faith on its part, arising out
      of or in connection with the acceptance or administration of this trust,
      including the costs and expenses of enforcing this Indenture against the
      Company (including, without limitation, this Section 607) and of defending
      itself against any claim (whether asserted by any Holder or the Company)
      or liability in connection with the exercise or performance of any of its
      powers or duties hereunder. The provisions of this Section 607 shall
      survive any termination of this Indenture and the resignation or removal
      of the Trustee.

            As security for the performance of the obligations of the Company
under this Section 607, the Trustee shall have a lien prior to the Securities
upon all property and funds held or collected by the Trustee, except funds held
in trust for the payment of principal of (and premium, if any) or interest on
particular Securities. The Trustee's right to receive payment of any amounts due
under this Section 607 shall not be subordinate to any other liability or
indebtedness of the Company (even though the Securities may be so subordinated).

            When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 501(8) or (9) occurs, the expenses and the
compensation for such services are intended to constitute expenses of
administration under Title 11, U.S. Code, or any similar Federal state or
foreign law for the relief of debtors.

SECTION 608. Disqualification; Conflicting Interests.

            If the Trustee has or shall acquire a conflicting interest within
the meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.


                                      -55-
<PAGE>

SECTION 609. Corporate Trustee Required; Eligibility.

            There shall at all times be a Trustee hereunder which shall be a
Person that is eligible pursuant to the Trust Indenture Act to act as such and
has a combined capital and surplus of at least $50,000,000 and its Corporate
Trust Office in the Borough of Manhattan, The City of New York, New York. If
such Person publishes reports of condition at least annually, pursuant to law or
to the requirements of a Federal, State, Territorial or District of Columbia
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Person shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

SECTION 610. Resignation and Removal; Appointment of Successor.

            (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 611, at which
time the retiring Trustee shall be fully discharged from its obligations
hereunder.

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

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

            (d) If at any time:

            (1) the Trustee shall fail to comply with Section 608 after written
      request therefor by the Company or by any Holder who has been a bona fide
      Holder of a Security for at least six months, or

            (2) the Trustee shall cease to be eligible under Section 609 and
      shall fail to resign after written request therefor by the Company or by
      any such Holder, or

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

then, in any such case, (i) the Company by Board Resolution may remove the
Trustee, or (ii) subject to Section 514, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.


                                      -56-
<PAGE>

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


            (f) The Company shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor Trustee to all
Holders in the manner provided in Section 106. Each notice shall include the
name of the successor Trustee and the address of its Corporate Trust Office.

SECTION 611. Acceptance of Appointment by Successor.

            Every successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on request of the
Company or the successor Trustee under Section 607, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee
hereunder. Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts.

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

SECTION 612. Merger, Conversion, Consolidation or Succession to Business.

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


                                      -57-
<PAGE>

SECTION 613. Preferential Collection of Claims Against the Company.

            If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).

SECTION 614. Appointment of Authenticating Agent.

            The Trustee may appoint an Authenticating Agent or Agents with
respect to the Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities issued upon original issue and upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section
306, and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of not less than $50,000,000 and subject
to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

            Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

            An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 106 to all Holders of Securities.
Any successor Authenticating Agent upon acceptance of its appointment


                                      -58-
<PAGE>

hereunder shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.

            The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 607.

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

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


                                        United States Trust Company of New York,
                                                                    As Trustee


                                      By______________________________________,
                                                       As Authenticating Agent

                                      By______________________________________
                                                          Authorized Signatory


                                      -59-
<PAGE>

                                 ARTICLE SEVEN

              Holders' Lists and Reports by Trustee and the Company

SECTION 701. The Company to Furnish Trustee Names and Addresses of Holders.

            The Company will furnish or cause to be furnished to the Trustee

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

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

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

SECTION 702. Preservation of Information; Communications to Holders.

            (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the most
recent list furnished to the Trustee as provided in Section 701 and the names
and addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

            (b) The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and duties of the Trustee, shall be as provided by the
Trust Indenture Act.

            (c) Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that none of the Company, the Trustee or
any agent of any of them shall be held accountable by reason of any disclosure
of information as to names and addresses of Holders made pursuant to the Trust
Indenture Act.

SECTION 703. Reports by Trustee.

            (a) The Trustee shall transmit to Holders such reports concerning
the Trustee and its actions under this Indenture as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant
thereto.

            (b) A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange upon
which the Securities are listed, with the


                                      -60-
<PAGE>

Commission and with the Company. The Company will notify the Trustee when the
Securities are listed on any stock exchange.

SECTION 704. Reports by the Company.

            The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant to such Act and in the manner set
forth in Section 1017; provided that any such information, documents or reports
required to be filed with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act ("SEC Reports") shall be filed with the Trustee within 15 days
after the same is so required to be filed with the Commission. In the event the
Company shall cease to be required to file SEC Reports pursuant to the Exchange
Act, the Company will nonetheless continue to file such reports with the
Commission (unless the Commission will not accept such a filing) and the Trustee
and to furnish copies of such SEC Reports to the Holders of Securities at the
time the Company are required to file such reports with the Trustee and will
make such information available to investors who request it in writing.

SECTION 705. Officers' Certificate with Respect to Change in Interest Rates.

            In the event that (i) any Special Interest becomes payable on the
Securities, (ii) the amount of Special Interest so payable increases, or (iii)
any Special Interest ceases to be so payable, then within three Business Days of
such event the Company shall deliver an Officers' Certificate to the Trustee
stating the new interest rate and the date on which it became effective.

                                 ARTICLE EIGHT

                          Merger, Consolidation, Etc.

SECTION 801. Mergers, Consolidations and Certain Sales of Assets.

            (a) The Company may not, in a single transaction or a series of
related transactions, (i) consolidate with or merge into any other Person or
permit any other Person to consolidate with or merge into the Company (other
than a consolidation or merger of a Wholly-Owned Restricted Subsidiary organized
under the laws of a State of the United States into the Company), or (ii)
directly or indirectly, transfer, sell, lease or otherwise dispose of all or
substantially all of its assets (determined on a consolidated basis for the
Company and its Restricted Subsidiaries taken as a whole and provided that the
creation of a Lien on or in any of its assets shall not in and of itself
constitute the transfer, sale, lease or disposition of the assets subject to the
Lien), unless: (1) in a transaction in which the Company does not survive or in
which the Company sells, leases or otherwise disposes of all or substantially
all of its assets to any other Person, the successor entity to the Company is
organized under the laws of the United States of America or any State thereof or
the District of Columbia and shall expressly assume, by a supplemental indenture
executed and delivered to the Trustee in form satisfactory to the Trustee, all
of the Company's obligations


                                      -61-
<PAGE>

under this Indenture; (2) immediately after giving pro forma effect to such
transaction as if such transaction had occurred at the beginning of the last
full fiscal quarter immediately prior to the consummation of such transaction
with the appropriate adjustments with respect to the transaction being included
in such pro forma calculation and treating any Debt which becomes an obligation
of the Company or a Subsidiary as a result of such transaction as having been
Incurred by the Company or such Subsidiary at the time of the transaction, no
Default or Event of Default shall have occurred and be continuing; (3)
immediately after giving effect to such transaction, the Consolidated Net Worth
of the Company (or other successor entity to the Company) is equal to or greater
than that of the Company immediately prior to the transaction; (4) if, as a
result of any such transaction, property or assets of the Company would become
subject to a Lien prohibited by the provisions of Section 1011, the Company or
the successor entity to the Company shall have secured the Securities as
required by Section 1011; and (5) the Company has delivered to the Trustee an
Officer's Certificate and an Opinion of Counsel, each in form and substance
satisfactory to the Trustee stating that such consolidation, merger, conveyance,
transfer, lease or acquisition and, if a supplemental indenture is required in
connection with such transaction, such supplemental indenture, complies with
this Article and that all conditions precedent herein provided for relating to
such transaction have been complied with, and, with respect to such Officer's
Certificate, setting forth the manner of determination of the Consolidated Net
Worth in accordance with Clause (3) of Section 801, of the Company or, if
applicable, of the Successor Company as required pursuant to the foregoing.

            (b) In the event of any transaction (other than a lease) described
in and complying with the immediately preceding paragraph in which the Company
is not the surviving Person and the surviving Person assumes all the obligations
of the Company under the Securities and this Indenture pursuant to a
supplemental indenture, such surviving Person shall succeed to, and be
substituted for, and may exercise every right and power of, the Company, and the
Company will be discharged from its obligations under this Indenture and the
Securities; provided that solely for the purpose of calculating amounts under
Section 1009(3), any such surviving Person shall only be deemed to have
succeeded to and be substituted for the Company with respect to the period
subsequent to the effective time of such transaction, and the Company (before
giving effect to such transaction) shall be deemed to be the "Company" for such
purposes for all prior periods.

SECTION 802. Successor Substituted.

            Upon any consolidation of the Company with, or merger of the Company
with or into, any other Person or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 801, the successor Person formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein, and thereafter, except in
the case of a lease, the predecessor Person shall be relieved of all obligations
and covenants under this Indenture and the Securities.


                                      -62-
<PAGE>

                                 ARTICLE NINE

                            Supplemental Indentures

SECTION 901.  Supplemental Indentures Without Consent of Holders.

            Without the consent of any Holders, the Company, when authorized by
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:

            (1) to evidence the succession of another Person to the Company and
      the assumption by any such successor of the covenants of the Company
      herein and in the Securities; or

            (2) 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

            (3) to secure the Securities pursuant to the requirements of Section
      1011 or otherwise; or

            (4) to modify, eliminate or add to the provisions of this Indenture
      to such extent as shall be necessary to comply with any requirement of the
      Commission in order to effect qualification of this Indenture under the
      Trust Indenture Act in connection with the Exchange Offer Registration
      Statement or thereafter to maintain the qualification of this Indenture
      under the Trust Indenture Act;

            (5) to modify the restrictions on, and procedures for, resale and
      other transfers of the Securities to the extent required by any change in
      applicable law or regulation (or the interpretation thereof) of the United
      States of America or in practices relating to the resale or transfer of
      restricted securities (as defined in Rule 144) generally; or

            (6) to cure any ambiguity, to correct or supplement any provision
      herein which may be inconsistent with any other provision herein, or to
      make any other provisions with respect to matters or questions arising
      under this Indenture which shall not be inconsistent with the provisions
      of this Indenture, provided that such action pursuant to this Clause (6)
      shall not adversely affect the legal rights of the Holders;

            (7) to provide for uncertificated Securities in addition to or in
      place of certificated Securities; or

            (8) following a Covenant Amendment, to add provisions making the
      Securities redeemable at the option of the Company as follows:

                  (i) at any time on or after February 1, 2002 and prior to
            maturity, in whole or in part, upon not less than 30 nor more than
            60 days' notice mailed to each Holder to be redeemed at such
            Holder's address appearing in the Security Register, in amounts of
            $1,000 or an integral multiple of $1,000, at the following
            Redemption Prices (expressed as percentages of the principal amount)
            plus accrued interest to but


                                      -63-
<PAGE>

            excluding the Redemption Date (subject to the right of Holders of
            record on the relevant Regular Record Date to receive interest due
            on an Interest Payment Date that is on or prior to the Redemption
            Date), if redeemed during the 12-month period beginning February 1
            of the years indicated:

                                                                    Redemption
            Year                                                       Price
            ----                                                    ----------
            2002....................................................  107.00%
            2003....................................................  105.25%
            2004....................................................  103.50%
            2005....................................................  101.75%
            2006 and thereafter.....................................  100.00%

                  (ii) prior to February 1, 2000, in part, in an aggregate
            principal amount not to exceed $99.75 million out of the net cash
            proceeds of one or more Qualifying Events (other than a Qualifying
            Event that results in a Change of Control), provided, however, that
            Securities in an aggregate principal amount equal to at least
            $185.25 million remain outstanding after such redemption. Such
            redemption must occur on a Redemption Date within 60 days after the
            receipt by the Company of the proceeds of such Qualifying Event and
            upon not less than 30 or nor more than 60 days' notice mailed to
            each Holder of Securities to be redeemed at such Holder's address
            appearing in the Note Register, in amounts of $1,000 or an integral
            multiple of $1,000 at a redemption price of 114% of their principal
            amount plus accrued and unpaid interest to but excluding the
            Redemption Date (subject to the right of holders of record on the
            relevant Regular Record Date to receive interest due on an Interest
            Payment Date that is on or prior to the Redemption Date).

SECTION 902. Supplemental Indentures with Consent of Holders.

            With the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities, by Act of said Holders
delivered to the Company and the Trustee, and consistent with Section 513, the
Company, when authorized by Board Resolution and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders under
this Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each Outstanding Security affected thereby,

            (1) change the Stated Maturity of the principal of, or any
      installment of interest on, any Security, or reduce the principal amount
      thereof or the rate of interest thereon or any premium payable thereon, or
      change the place of payment where, or the coin or currency in which, any
      Security or any premium or 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


                                      -64-
<PAGE>

      (or, in the case of redemption, on or after the Redemption Date) or, in
      the case of an Offer to Purchase which has been made, on or after the
      applicable Purchase Date, or

            (2) reduce the percentage in principal amount of the Outstanding
      Securities, the consent of whose Holders is required for any such
      supplemental indenture, or the consent of whose Holders is required for
      any waiver (of compliance with certain provisions of this Indenture or
      certain defaults hereunder and their consequences) provided for in this
      Indenture, or

            (3) modify any of the provisions of this Section, Section 513 or
      Section 1019, except to increase any such percentage or to provide that
      certain other provisions of this Indenture cannot be modified or waived
      without the consent of the Holder of each Outstanding Security affected
      thereby, or

            (4) following the mailing of an Offer with respect to an Offer to
      Purchase pursuant to Section 1013 or 1016 and until the Expiration Date of
      such Offer to Purchase, modify the provisions of this Indenture with
      respect to such Offer to Purchase in a manner materially adverse to such
      Holder, or

            (5) modify any of the provisions of this Indenture relating to the
      subordination of the Securities in a manner adverse to the Holders.

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

SECTION 903. Execution of Supplemental Indentures.

            In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

SECTION 904. Effect of Supplemental Indentures.

            Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby. No such supplemental indenture shall directly or
indirectly modify the provisions of Article Thirteen in any manner which might
terminate or impair the rights of the Senior Debt pursuant to such subordination
provisions.


                                      -65-
<PAGE>

SECTION 905. Conformity with Trust Indenture Act.

            Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.

SECTION 906. Reference in Securities to Supplemental Indentures.

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

                                  ARTICLE TEN

                                   Covenants

SECTION 1001. Payment of Principal, Premium and Interest.

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

SECTION 1002. Maintenance of Office or Agency.

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

            The Company may also from time to time designate one or more other
offices or agencies (in or outside the Borough of Manhattan, The City of New
York, New York) where the Securities 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, New York for such purposes. The Company will
give prompt


                                      -66-
<PAGE>

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.

SECTION 1003. Money for Security Payments to be Held in Trust.

            If the Company shall at any time act as its own Paying Agent, they
will, on or before each due date of the principal of (and premium, if any) or
interest on any of the Securities, segregate and hold in trust for the benefit
of the Persons entitled thereto a sum sufficient to pay the principal (and
premium, if any) or interest so becoming due until such sums shall be paid to
such Persons or otherwise disposed of as herein provided and will promptly
notify the Trustee in writing of its action or failure so to act. As provided in
Section 504, upon any bankruptcy or reorganization proceeding relative to the
Company, the Trustee shall serve as the Paying Agent for the Securities.

            Whenever the Company shall have one or more Paying Agents, it will,
prior to each due date of the principal of (and premium, if any) or interest on
any Securities, deposit with a Paying Agent a sum sufficient to pay the
principal (and premium, if any) or interest so becoming due, such sum to be held
in trust for the benefit of the Persons entitled to such principal, premium or
interest, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee in writing of its action or failure so to act. As
provided in Section 504, upon any bankruptcy or reorganization proceeding
relative to the Company the Trustee shall serve as the Paying Agent for the
Securities.

            The Company will cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will:

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

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

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

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

            The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the


                                      -67-
<PAGE>

Company or such Paying Agent; and, upon such payment by any Paying Agent to the
Trustee, such Paying Agent shall be released from all further liability with
respect to such money.

            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 (and premium,
if any) or interest on any Security and remaining unclaimed for two years after
such principal (and premium, if any) or interest has become due and payable
shall be paid to the Company on a Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, 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 a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in the Borough of Manhattan, The City of New York, New York, notice
that such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such publication, any
unclaimed balance of such money then remaining will be repaid to the Company.

SECTION 1004. Existence.

            Subject to Article Eight, the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect its
existence, rights (charter and statutory) and franchises; provided, however,
that the Company shall not be required to preserve any such right or franchise
if the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders.

SECTION 1005. Maintenance of Properties and Insurance.

            The Company will cause all properties used or useful in the conduct
of its business or the business of any 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 from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, as determined in the good faith judgment of the Board of
Directors and evidenced by a Board Resolution, desirable in the conduct of its
business or, in the case of the Company, the business of any Subsidiary, and not
disadvantageous in any material respect to the Holders.

            The Company shall, and shall cause the Subsidiaries of the Company
to, keep at all times all of their properties which are of an insurable nature
insured against loss or damage with insurers believed by the Company to be
responsible to the extent that property of similar character is usually so
insured by corporations similarly situated and owning like properties in
accordance with good business practice.


                                      -68-
<PAGE>

SECTION 1006. 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, (1) all taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiaries of
the Company or upon the income, profits or property of the Company or any
Subsidiaries, and (2) all lawful claims for labor, materials and supplies which,
if unpaid, might by law become a lien upon the property of the Company or any
Subsidiaries of the Company; 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.

SECTION 1007. Limitation on Consolidated Debt.

            The Company may not, and may not permit any Restricted Subsidiary of
the Company to, Incur any Debt unless either (a) the ratio of (i) the aggregate
consolidated principal amount of Debt of the Company outstanding as of the most
recent available quarterly or annual balance sheet, after giving pro forma
effect to the Incurrence of such Debt and any other Debt Incurred since such
balance sheet date and the receipt and application of the proceeds thereof to
(ii) Consolidated Cash Flow Available for Fixed Charges for the four full fiscal
quarters next preceding the Incurrence of such Debt for which consolidated
financial statements are available, determined on a pro forma basis as if any
such Debt had been Incurred and the proceeds thereof had been applied at the
beginning of such four fiscal quarters, would be less than 5.5 to 1 for such
four-quarter periods ending on or prior to December 31, 1999 and 5.0 to 1 for
such periods ending thereafter, or (b) the Company's Consolidated Capital Ratio
as of the most recent available quarterly or annual balance sheet, after giving
pro forma effect to the Incurrence of such Debt and any other Debt Incurred
since such balance sheet date and the receipt and application of the proceeds
thereof, is less than 2.0 to 1.

            Notwithstanding the foregoing limitation, the Company and any
Restricted Subsidiary may Incur the following:

            (i) Debt under any one or more Bank Credit Agreements or Vendor
      Financing Facilities in an aggregate principal amount at any one time not
      to exceed $125 million, and any renewal, extension, refinancing or
      refunding thereof in an amount which, together with any principal amount
      remaining outstanding or available under all Bank Credit Agreements and
      Vendor Financing Facilities of the Company and its Restricted
      Subsidiaries, plus the amount of any premium required to be paid in
      connection with such refinancing pursuant to the terms of any Bank Credit
      Agreement so refinanced plus the amount of expenses incurred in connection
      with such refinancing, does not exceed the aggregate principal amount
      outstanding or available under all such Bank Credit Agreements and Vendor
      Financing Facilities of the Company and its Restricted Subsidiaries
      immediately prior to such renewal, extension, refinancing or refunding;

            (ii) Purchase Money Debt Incurred to finance the construction,
      acquisition or improvement of Telecommunications Assets, provided that the
      net proceeds of such Purchase


                                      -69-
<PAGE>

      Money Debt do not exceed 80% of the cost of construction, acquisition or
      improvement price of the applicable Telecommunications Assets;

            (iii) Debt owed by the Company to any Wholly-Owned Restricted
      Subsidiary of the Company or Debt owed by a Restricted Subsidiary of the
      Company to the Company or another Wholly-Owned Restricted Subsidiary of
      the Company; provided, however, that upon either (x) the transfer or other
      disposition by such Wholly-Owned Restricted Subsidiary or the Company of
      any Debt so permitted to a Person other than the Company or another
      Wholly-Owned Restricted Subsidiary of the Company or (y) the issuance
      (other than directors' qualifying shares), sale, lease, transfer or other
      disposition of shares of Capital Stock (including by consolidation or
      merger) of such Wholly-Owned Restricted Subsidiary to a Person other than
      the Company or another such Wholly-Owned Restricted Subsidiary, the
      provisions of this clause (iii) shall no longer be applicable to such Debt
      and such Debt shall be deemed to have been Incurred at the time of such
      transfer or other disposition;

            (iv) Debt Incurred to renew, extend, refinance or refund (each, a
      "refinancing") (a) Debt referred to in clause (vi) of this paragraph, (b)
      Debt Incurred pursuant to the preceding paragraph or clause (ii) of this
      paragraph or (c) the Securities, in an aggregate principal amount not to
      exceed the aggregate principal amount of and accrued interest on the Debt
      so refinanced plus the amount of any premium required to be paid in
      connection with such refinancing pursuant to the terms of the Debt so
      refinanced or the amount of any premium reasonably determined by the
      Company as necessary to accomplish such refinancing by means of a tender
      offer or privately negotiated repurchase, plus the amount of expenses of
      the Company incurred in connection with such refinancing; provided,
      however, that Debt the proceeds of which are used to refinance the
      Securities or Debt which is pari passu to the Securities or debt which is
      subordinate in right of payment to the Securities shall only be permitted
      if (1) in the case of any refinancing of the Securities or Debt which is
      pari passu to the Securities, the refinancing Debt is made pari passu to
      the Securities or subordinated to the Securities, and, in the case of any
      refinancing of Debt which is subordinated to the Securities, the
      refinancing Debt constitutes Subordinated Debt and (2) in either case, the
      refinancing Debt by its terms, or by the terms of any agreement or
      instrument pursuant to which such Debt is issued, (x) does not provide for
      payments of principal of such Debt at the stated maturity thereof or by
      way of a sinking fund applicable thereto or by way of any mandatory
      redemption, defeasance, retirement or repurchase thereof by the Company
      (including any redemption, retirement or repurchase which is contingent
      upon events or circumstances, but excluding any retirement required by
      virtue of acceleration of such Debt upon any event of default thereunder),
      in each case prior to the time the same are required by the terms of the
      Debt being refinanced and (y) does not permit redemption or other
      retirement (including pursuant to an offer to purchase made by the
      Company) of such Debt at the option of the holder thereof prior to the
      final stated maturity of the Debt being refinanced, other than a
      redemption or other retirement at the option of the holder of such Debt
      (including pursuant to an offer to purchase made by the Company) which is
      conditioned upon a change substantially similar to the provisions of
      Section 1016 or which is pursuant to provisions substantially similar to
      the provisions of Section 1013;

            (v) Debt consisting of Permitted Interest Rate and Currency
      Protection Agreements;


                                      -70-
<PAGE>

            (vi) Debt outstanding at the Issue Date;

            (vii) Debt outstanding under the Securities;

            (viii) Subordinated Debt invested by (a) a group of employees of the
      Company, which includes the Chief Executive Officer of the Company, who
      own, directly or indirectly, through an employee stock ownership plan or
      arrangement, shares of the Company's Capital Stock or (b) any other Person
      that controls the Company (i) on the Issue Date or (ii) after a Change of
      Control, provided that the Company is not in default with respect to its
      obligations under Section 1016;

            (ix) Debt consisting of performance and other similar bonds and
      reimbursement obligations Incurred in the ordinary course of business
      securing the performance of contractual, franchise or license obligations
      of the Company or a Restricted Subsidiary, or in respect of a letter of
      credit obtained to secure such performance; and

            (x) Debt not otherwise permitted to be Incurred pursuant to clauses
      (i) through (ix) above, which, together with any other outstanding Debt
      Incurred pursuant to this clause (x), has an aggregate principal amount
      (or, in the case of Debt issued at a discount, an accreted amount
      (determined in accordance with generally accepted accounting principles)
      at the time of Incurrence) not in excess of $10 million at any time
      outstanding.

            For purposes of determining compliance with this Section 1007, in
the event that an item of Debt meets the criteria of more than one of the types
of Debt the Company is permitted to incur pursuant to the foregoing clauses (i)
through (x), the Company shall have the right, in its sole discretion, to
classify such item of Debt and shall only be required to include the amount and
type of such Debt under the clause permitting the Debt as so classified. For
purposes of determining any particular amount of Debt under such covenant,
Guarantees or Liens with respect to letters of credit supporting Debt otherwise
included in the determination of a particular amount shall not be included.

SECTION 1008. Limitation on Senior Subordinated Debt

            The Company shall not Incur any Debt which by its terms is both (i)
subordinated in right of payment to any Senior Debt and (ii) senior in right of
payment to the Securities.

SECTION 1009. Limitation on Restricted Payments.

            The Company (i) may not, directly or indirectly, declare or pay any
dividend, or make any distribution, in respect of its Capital Stock or to the
holders thereof (in their capacity as such), excluding any dividends or
distributions payable solely in shares of its Capital Stock (other than
Disqualified Stock) or in options, warrants or other rights to acquire its
Capital Stock (other than Disqualified Stock); (ii) may not, and may not permit
any Restricted Subsidiary to, purchase, redeem, or otherwise retire or acquire
for value (a) any Capital Stock of the Company or any Related Person of the
Company; or (b) any options, warrants or rights to purchase or acquire shares of
Capital Stock of the Company or any Related Person of the Company or any
securities convertible or exchangeable


                                      -71-
<PAGE>

into shares of Capital Stock of the Company or any Related Person of the
Company; (iii) may not make, or permit any Restricted Subsidiary to make, any
Investment in, or payment on a Guarantee of any obligation of, any Person, other
than the Company or a Restricted Subsidiary of the Company, except for Permitted
Investments; and (iv) may not, and may not permit any Restricted Subsidiary to,
redeem, defease, repurchase, retire or otherwise acquire or retire for value,
prior to any scheduled maturity, repayment or sinking fund payment, Debt of the
Company which is subordinate in right of payment to the Securities (each of
clauses (i) through (iv) being a "Restricted Payment") if: (1) a Default or an
Event of Default shall have occurred and is continuing; or (2) upon giving
effect to such Restricted Payment, the Company could not Incur at least $1.00 of
additional Debt pursuant to the provisions of the first paragraph of Section
1007; or (3) upon giving effect to such Restricted Payment, the aggregate of all
Restricted Payments from the Preferred Issue Date exceeds the sum of: (a) 50% of
cumulative Consolidated Net Income (or, in the case Consolidated Net Income
shall be negative, less 100% of such deficit) since the end of the last full
fiscal quarter prior to the Preferred Issue Date through the last day of the
last full fiscal quarter ending immediately preceding the date of such
Restricted Payment; plus (b) $5 million; plus (c) 100% of the net reduction in
Investments in any Unrestricted Subsidiary resulting from payments of interest
on Debt, dividends, repayments of loans or advances, or other transfers of
assets, in each case to the Company or any Restricted Subsidiary of the Company
from such Unrestricted Subsidiary (except to the extent that any such payment is
included in the calculation of Consolidated Net Income) or from redesignations
of Unrestricted Subsidiaries as Restricted Subsidiaries; provided that the
amount included in this clause (c) shall not exceed the amount of Investments
previously made by the Company and its Restricted Subsidiaries in such
Unrestricted Subsidiary; provided, further, that the Company or a Restricted
Subsidiary of the Company may make any Restricted Payment with the aggregate net
proceeds received after the Preferred Issue Date, including the fair value of
property other than cash (determined in good faith by the Board of Directors, as
conclusively evidenced by a Board Resolution), as capital contributions to the
Company or from the issuance (other than to a Restricted Subsidiary) of Capital
Stock (other than Disqualified Stock) of the Company and warrants, rights or
options on Capital Stock (other than Disqualified Stock) of the Company and the
principal amount of Debt of the Company that has been converted into Capital
Stock (other than Disqualified Stock and other than by a Restricted Subsidiary)
of the Company after the Preferred Issue Date.

            Notwithstanding the foregoing, the Company may (i) pay any dividend
on Capital Stock of any class within 60 days after the declaration thereof if,
on the date when the dividend was declared, the Company could have paid such
dividend in accordance with the foregoing provisions; (ii) repurchase any shares
of its Common Equity or options to acquire its Common Equity from Persons who
were formerly officers or employees of the Company, provided that the aggregate
amount of all such repurchases made pursuant to this clause (ii) shall not
exceed $2 million, plus the aggregate cash proceeds received by the Company
since the date of this Indenture from issuances of its Common Equity or options
to acquire its Common Equity to members, officers, managers and employees of the
Company or any of its Subsidiaries; (iii) the Company and its Restricted
Subsidiaries may refinance any Debt otherwise permitted by clause (iv) of the
second paragraph of Section 1007; and (iv) the Company and its Restricted
Subsidiaries may retire or repurchase any Capital Stock of the Company or of any
Restricted Subsidiary of the Company in exchange for, or out of the proceeds of
the substantially concurrent sale (other than to a Restricted Subsidiary of the
Company) of, Capital Stock (other than Disqualified Stock) of the Company. If
the Company makes a Restricted Payment which, at the time of the making of such
Restricted Payment, would in the good faith determination of the Company be
permitted under this Indenture, such Restricted Payment shall


                                      -72-
<PAGE>

be deemed to have been made in compliance with this Indenture notwithstanding
any subsequent adjustments made in good faith to the Company financial
statements affecting Consolidated Net Income for any period.

SECTION 1010. Limitation on Dividend and Other Payment Restrictions Affecting
              Restricted Subsidiaries.

            The Company may not, and may not permit any Restricted Subsidiary
to, directly or indirectly, create or otherwise cause or suffer to exist or
become effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary of the Company (i) to pay dividends (in cash or otherwise)
or make any other distributions in respect of its Capital Stock owned by the
Company or any other Restricted Subsidiary of the Company or pay any Debt or
other obligation owed to the Company or any other Restricted Subsidiary; (ii) to
make loans or advances to the Company or any other Restricted Subsidiary; or
(iii) to transfer any of its property or assets to the Company or any other
Restricted Subsidiary. Notwithstanding the foregoing, the Company may, and may
permit any Restricted Subsidiary to, suffer to exist any such encumbrance or
restriction (a) pursuant to any agreement in effect on the Issue Date; (b)
pursuant to an agreement relating to any Acquired Debt, which encumbrance or
restriction is not applicable to any Person, or the properties or assets of any
Person, other than the Person so acquired and its Subsidiaries; (c) pursuant to
any one or more Bank Credit Agreements or Vendor Financing Facilities (and
renewals, extensions, refinancings or refundings thereof) which is permitted to
be outstanding under clause (i) of Section 1007, provided that such restriction
is consistent with, and not materially more restrictive (as conclusively
determined in good faith by the Chief Financial Officer of the Company), taken
as a whole, than, comparable provisions included in similar agreements or
facilities extended to comparable credits engaged in the Telecommunications
Business; (d) pursuant to an agreement effecting a renewal, refunding or
extension of Debt Incurred pursuant to an agreement referred to in clause (a) or
(b) above or (e) below, provided, however, that the provisions contained in such
renewal, refunding or extension agreement relating to such encumbrance or
restriction are not materially more restrictive (as conclusively determined in
good faith by the Chief Financial Officer of the Company), taken as a whole,
than the provisions contained in the agreement the subject thereof; (e) in the
case of clause (iii) above, restrictions contained in any security agreement
(including a Capital Lease Obligation) securing Debt of the Company or a
Restricted Subsidiary otherwise permitted under this Indenture, but only to the
extent such restrictions restrict the transfer of the property subject to such
security agreement; (f) in the case of clause (iii) above, customary
nonassignment provisions entered into in the ordinary course of business in
leases and other agreements; (g) any restriction with respect to a Restricted
Subsidiary of the Company imposed pursuant to an agreement which has been
entered into for the sale or disposition of all or substantially all of the
Capital Stock or assets of such Restricted Subsidiary, provided that
consummation of such transaction would not result in a Default or an Event of
Default, that such restriction terminates if such transaction is not consummated
and that such consummation or abandonment of such transaction occurs within one
year of the date such agreement was entered into; (h) pursuant to applicable law
or regulations; (i) pursuant to this Indenture and the Securities; or (j) any
restriction on the sale or other disposition of assets or property securing Debt
as a result of a Permitted Lien on such assets or property.


                                      -73-
<PAGE>

SECTION 1011. Limitation on Liens Securing Subordinated Debt.

            The Company may not, and may not permit any Restricted Subsidiary of
the Company to, Incur or suffer to exist any Lien on or with respect to any
property or assets now owned or hereafter acquired to secure any Debt which is
pari passu with or subordinated in right of payment to the Securities without
making, or causing such Restricted Subsidiary to make, effective provision for
securing the Securities (and, if the Company shall so determine, any other Debt
of the Company which is not subordinate to the Securities or of such Restricted
Subsidiary) (x) equally and ratably with such Debt as to such property or assets
for so long as such Debt shall be so secured or (y) in the event such Debt is
Debt of the Company which is subordinate in right of payment to the Securities,
prior to such Debt as to such property for so long as such Debt shall be so
secured.

            The foregoing restrictions shall not apply to: (i) Liens in respect
of Debt existing at the Issue Date; (ii) Liens securing only the Securities;
(iii) Liens in favor of the Company or a Wholly-Owned Restricted Subsidiary; or
(iv) Liens to secure Debt incurred to extend, renew, refinance or refund (or
successive extensions, renewals, refinancings or refundings), in whole or in
part, any Debt secured by Liens referred to in the foregoing clauses (i) or (ii)
so long as such Lien does not extend to any other property and the principal
amount of Debt so secured is not increased except as otherwise permitted under
Clause (iv) of the second paragraph of Section 1007.

SECTION 1012. Limitation on Issuance of Guarantees of Subordinated Debt.

            The Company shall not permit any Restricted Subsidiary, directly or
indirectly, to assume, Guarantee or in any other manner become liable with
respect to any Debt of the Company that is expressly by its terms subordinated
or junior in right of payment to any other Debt of the Company unless such
Restricted Subsidiary shall make effective provision for guaranteeing the
Securities (x) with respect to Debt that ranks pari passu with the Securities,
to the same extent as such Debt is to be guaranteed by such Restricted
Subsidiary or (y) with respect to Debt that is subordinated in right of payment
to the Securities, to a greater extent than such other Debt is to be guaranteed
by such Restricted Subsidiary.

SECTION 1013. Limitation on Asset Dispositions.

            (a) The Company may not, and may not permit any Restricted
Subsidiary to, make any Asset Disposition in one or more related transactions
occurring within any 12-month period unless: (i) the Company or the Restricted
Subsidiary, as the case may be, receives consideration for such disposition at
least equal to the fair market value for the assets sold or disposed of as
determined by the Board of Directors in good faith and evidenced by a Board
Resolution, which determination shall be conclusive; (ii) at least 75% of the
consideration for such disposition consists of (1) cash or readily marketable
cash equivalents or the assumption of Debt of the Company (other than Debt that
is subordinated to the Securities) or of the Restricted Subsidiary and release
from all liability on the Debt assumed; (2) Telecommunications Assets; or (3)
shares of publicly-traded Voting Stock of any Person engaged in the
Telecommunications Business in the United States; and (iii) all Net Available
Proceeds, less any amounts invested within 360 days of such disposition in new
Telecommunications Assets, are applied within 360 days of such disposition (1)
first, to the permanent repayment or


                                      -74-
<PAGE>

reduction of Senior Debt then outstanding under any agreements or instruments
that would require such application or prohibit payments pursuant to clause (2)
following, (2) second, to the extent of remaining Net Available Proceeds, to
make an Offer to Purchase outstanding Securities at 100% of their principal
amount plus accrued interest to the date of purchase and, to the extent required
by the terms thereof, any other Debt of the Company that is pari passu with the
Securities at a price no greater than 100% of the principal amount thereof plus
accrued interest to the date of purchase, and (3) third, to the extent of any
remaining Net Available Proceeds following the completion of the Offer to
Purchase, to the repayment of other Debt of the Company or Debt of a Restricted
Subsidiary of the Company, to the extent permitted under the terms thereof. To
the extent any Net Available Proceeds remain after such uses, the Company and
its Restricted Subsidiaries may use such amounts for any purposes not prohibited
by this Indenture.

            (b) The Company will mail the Offer for an Offer to Purchase
required pursuant to Section 1013(a) not more than 360 days after consummation
of the disposition referred to in Section 1013(a). The aggregate principal
amount of the Securities to be offered to be purchased pursuant to the Offer to
Purchase shall equal the Net Available Proceeds available therefor pursuant to
Clause (iii)(2) of Section 1013(a) (rounded down to the next lowest integral
multiple of $1,000). Each Holder shall be entitled to tender all or any portion
of the Securities owned by such Holder pursuant to the Offer to Purchase,
subject to the requirement that any portion of a Security tendered must be
tendered in an integral multiple of $1,000 principal amount.

            The Company shall not be entitled to any credit against its
obligations under this Section 1013 for the principal amount of any Securities
acquired or redeemed by the Company otherwise than pursuant to the Offer to
Purchase pursuant to this Section 1013.

            (c) Not later than the date of the Offer with respect to an Offer to
Purchase pursuant to this Section 1013, the Company shall deliver to the Trustee
an Officers' Certificate as to (i) the Purchase Amount, (ii) the allocation of
the Net Available Proceeds from the Asset Disposition pursuant to which such
Offer is being made, including, if amounts are invested in Telecommunication
Assets, the amount of the assets acquired and (iii) the compliance of such
allocation with the provisions of Section 1013(a).

            The Company and the Trustee shall perform their respective
obligations specified in the Offer for the Offer to Purchase. On or prior to the
Purchase Date, the Company shall (i) accept for payment (on a pro rata basis, if
necessary) Securities or portions thereof tendered pursuant to the Offer, (ii)
deposit with the Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) money sufficient
to pay the purchase price of all Securities or portions thereof so accepted and
(iii) deliver or cause to be delivered to the Trustee all Securities so accepted
together with an Officers' Certificate stating the Securities or portions
thereof accepted for payment by the Company. The Paying Agent (or the Company,
if so acting) shall promptly mail or deliver to Holders of Securities so
accepted payment in an amount equal to the purchase price, and the Trustee shall
promptly authenticate and mail or deliver to such Holders a new Security of like
tenor equal in principal amount to any unpurchased portion of the Security
surrendered. Any Security not accepted for payment shall be promptly mailed or
delivered by the Company to the Holder thereof.


                                      -75-
<PAGE>

            (d) Notwithstanding the foregoing, this Section 1013 shall not apply
to any Asset Disposition which constitutes a transfer, conveyance, sale, lease
or other disposition of all or substantially all of the Company's properties or
assets within the meaning of Section 801 hereof.

SECTION 1014. Limitation on Issuances and Sales of Capital Stock of Restricted
              Subsidiaries.

          The Company may not, and may not permit any Restricted Subsidiary of
the Company to, issue, transfer, convey, sell or otherwise dispose of any shares
of Capital Stock of a Restricted Subsidiary of the Company or securities
convertible or exchangeable into, or options, warrants, rights or any other
interest with respect to, Capital Stock of a Restricted Subsidiary of the
Company to any person other than the Company or a Wholly-Owned Restricted
Subsidiary of the Company except (i) in a transaction consisting of a sale of
Capital Stock of such Restricted Subsidiary owned by the Company or any
Restricted Subsidiary of the Company and that complies with the provisions of
Section 1013 to the extent such provisions apply; (ii) if required, the
issuance, transfer, conveyance, sale or other disposition of directors'
qualifying shares; (iii) in a transaction in which, or in connection with which,
the Company or a Restricted Subsidiary acquires at the same time sufficient
Capital Stock of such Restricted Subsidiary to at least maintain the same
percentage ownership interest it had prior to such transaction; and (iv)
Disqualified Stock issued in exchange for, or upon conversion of, or the
proceeds of the issuance of which are used to redeem, refinance, replace or
refund shares of Disqualified Stock of such Restricted Subsidiary, provided that
the amounts of the redemption obligations of such Disqualified Stock shall not
exceed the amounts of the redemption obligations of, and such Disqualified Stock
shall have redemption obligations no earlier than those required by, the
Disqualified Stock being exchanged, converted, redeemed, refinanced, replaced or
refunded.

SECTION 1015. Transactions with Affiliates and Related Persons.

            The Company may not, and may not permit any Restricted Subsidiary of
the Company to, enter into any transaction (or series of related transactions)
with an Affiliate or Related Person of the Company (other than the Company or a
Wholly-Owned Restricted Subsidiary of the Company), including any Investment,
but excluding transactions pursuant to employee compensation arrangements
approved by the Board of Directors, either directly or indirectly, unless such
transaction is on terms no less favorable to the Company or such Restricted
Subsidiary than those that could be obtained in a comparable arm's-length
transaction with an entity that is not an Affiliate or Related Person and is in
the best interests of such Company or such Restricted Subsidiary. For any
transaction that involves in excess of $1 million but less than or equal to $5
million, the Chief Executive Officer of the Company shall determine that the
transaction satisfies the above criteria and shall evidence such a determination
by an Officer's Certificate filed with the Trustee. For any transaction that
involves in excess of $5 million, the Company shall also obtain an opinion from
a nationally recognized expert with experience in appraising the terms and
conditions, taken as a whole, of the type of transaction (or series of related
transactions) for which the opinion is required stating that such transaction
(or series of related transactions) is on terms and conditions, taken as a
whole, no less favorable to the Company or such Restricted Subsidiary than those
that could be obtained in a comparable arm's-length transaction with an entity
that is not an Affiliate or Related Person of the Company, which opinion shall
be filed with the Trustee. This covenant shall not apply to Investments by an
Affiliate or


                                      -76-
<PAGE>

a Related Person of the Company in the Capital Stock (other than Disqualified
Stock) of the Company or any Restricted Subsidiary of the Company.

SECTION 1016. Change of Control.

            (a) Within 30 days of the occurrence of a Change of Control, the
Company will be required to make an Offer to Purchase all Outstanding Securities
at a purchase price equal to 101% of their principal amount plus accrued and
unpaid interest to the date of purchase.

            (b) The Company and Trustee shall perform their respective
obligations specified in the Offer for the Offer to Purchase. On or prior to the
Purchase Date, the Company shall (i) accept for payment Securities or portions
thereof tendered pursuant to the Offer, (ii) deposit with the Paying Agent (or,
if the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) money sufficient to pay the purchase price of all
Securities or portions thereof so accepted and (iii) deliver or cause to be
delivered to the Trustee all Securities so accepted together with an Officers'
Certificate stating the Securities or portions thereof accepted for payment by
the Company. The Paying Agent shall promptly mail or deliver to Holders of
Securities so accepted payment in an amount equal to the purchase price, and the
Trustee shall promptly authenticate and mail or deliver to such Holders a new
Security or Securities equal in principal amount to any unpurchased portion of
the Security surrendered as requested by the Holder. Any Security not accepted
for payment shall be promptly mailed or delivered by the Company to the Holder
thereof.

            (c) A "Change of Control" will be deemed to have occurred at such
time as either (i) any Person or any Persons acting together that would
constitute a "group" (a "Group") for purposes of Section 13(d) of the Exchange
Act, or any successor provision thereto (other than Eagle River, Mr. Craig O.
McCaw and their respective Affiliates or an underwriter engaged in a firm
commitment underwriting on behalf of the Company), shall beneficially own
(within the meaning of Rule 13d-3 under the Exchange Act, or any successor
provision thereto) more than 50% of the aggregate voting power of all classes of
Voting Stock of the Company; (ii) neither Mr. Craig O. McCaw nor any person
designated by him to the Company as acting on his behalf shall be a director of
the Company; or (iii) during any period of two consecutive years, individuals
who at the beginning of such period constituted the Board of Directors (together
with any new directors whose election by the Board of Directors or whose
nomination for election by the shareholders of the Company was proposed 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) cease for any reason to constitute a
majority of the Board of Directors then in office.

            (d) In the event that the Company makes an Offer to Purchase the
Securities, the Company intends to comply with any applicable securities laws
and regulations, including any applicable requirements of Section 14(e) of, and
Rule 14e-1 under, the Exchange Act.

            (e) Unless the Company defaults in the payment of the Purchase
Price, any Security accepted for payment pursuant to an Offer to Purchase shall
cease to accrue interest after the Purchase Date.


                                      -77-
<PAGE>

SECTION 1017. Provision of Financial Information.

            The Company has agreed that, for so long as any Securities remain
outstanding, it will furnish to the Holders of the Securities 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. In
addition, the Company will file with the Trustee within 15 days after it files
them with the Commission copies of the SEC Reports. In the event the Company
shall cease to be required to file SEC Reports pursuant to the Exchange Act, the
Company will nevertheless continue to file such reports with the Commission
(unless the Commission will not accept such a filing) and the Trustee. The
Company will furnish copies of the SEC Reports to the Holders of Securities at
the time the Company is required to file the same with the Trustee and will make
such information available to investors who request it in writing.

            The Company shall not be required to furnish information pursuant to
this Section 1017 at any time to a prospective purchaser located outside the
United States who is not a "U.S. Person" within the meaning of Regulation S if
such Security may then be sold to such prospective purchaser in accordance with
Rule 904 under the Securities Act (or any successive provision thereto).

SECTION 1018. Statement by Officers as to Default.

            (a) The Company will deliver to the Trustee, within 90 days after
the end of each quarter of each fiscal year of the Company ending after the date
hereof, an Officers' Certificate, stating whether or not to the best knowledge
of the signers thereof the Company is in default in the performance and
observance of any of the terms, provisions and conditions of this Indenture and
if the Company shall be in default, specifying all such defaults and the nature
and status thereof of which they may have knowledge.

            (b) The Company shall deliver to the Trustee, as soon as possible
and in any event within 10 days after the Company becomes aware of the
occurrence of a Default or an Event of Default, an Officers' Certificate setting
forth the details of such Default or Event of Default and the action which the
Company proposes to take with respect thereto.

SECTION 1019. Waiver of Certain Covenants.

            The Company may omit in any particular instance to comply with any
covenant or condition set forth in Sections 1004 to 1017, inclusive, if before
or after the time for such compliance the Holders of at least a majority in
aggregate principal amount of the Outstanding Securities shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such covenant or condition, but no such waiver shall extend to
or affect such covenant or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the Company
and the duties of the Trustee in respect of any such covenant or condition shall
remain in full force and effect.


                                      -78-
<PAGE>

                                ARTICLE ELEVEN

                           Redemption of Securities

SECTION 1101.  Right of Redemption.

            The Securities shall not be redeemable at the election of the
Company prior to their Stated Maturity unless the Company and the Trustee
execute an indenture supplemental hereto pursuant to Section 901(8).

SECTION 1102. Applicability of Article.

            Redemption of Securities at the election of the Company, as
permitted or required by any provision of this Indenture, shall be made in
accordance with such provision and this Article.

SECTION 1103. Election to Redeem; Notice to Trustee.

            In the event the Securities become redeemable, the election of the
Company to redeem any Securities shall be evidenced by a Board Resolution. In
case of any redemption at the election of the Company of less than all the
Securities, the Company shall, at least 60 days prior to the Redemption Date
fixed by the Company (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee in writing of such Redemption Date and of the
principal amount of Securities to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officers' Certificate evidencing
compliance with such restriction.

SECTION 1104. Securities to Be Redeemed Pro Rata.

            If less than all the Securities are to be redeemed in any
redemption, the Securities to be redeemed shall be selected by the Trustee by
prorating, as nearly as may be practicable, the principal amount of Securities
to be redeemed. In any proration pursuant to this Section, the Trustee shall
make such adjustments, reallocations and eliminations as it shall deem proper
(and in compliance with the requirements of the principal national securities
exchange, if any, on which the Securities are listed) to the end that the
principal amount of Securities so prorated shall be $1,000 or a multiple
thereof, by increasing or decreasing or eliminating the amount which would be
allocable to any Holder on the basis of exact proportion by an amount not
exceeding $1,000. The Trustee in its discretion may determine the particular
Securities (if there are more than one) registered in the name of any Holder
which are to be redeemed, in whole or in part.

            The Trustee shall promptly notify the Company and each Security
Registrar (other than the Trustee) in writing of the Securities selected for
redemption and, in the case of any Securities selected for partial redemption,
the principal amount thereof to be redeemed.


                                      -79-
<PAGE>

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

SECTION 1105. Notice of Redemption.

            Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at such Holder's address
appearing in the Security Register.

            All notices of redemption shall state:

            (1) the Redemption Date,

            (2) the Redemption Price,

            (3) whether the redemption is being made pursuant to Clause (a) or
      (b) of Section 901(8) and, if being made pursuant to such Clause (b), a
      brief statement setting forth the Company's right to effect such
      redemption and the Company's basis therefor,

            (4) if less than all the Outstanding Securities are to be redeemed,
      the identification (and, in the case of partial redemption of any
      Securities, the principal amounts) of the particular Securities to be
      redeemed,

            (5) that on the Redemption Date the Redemption Price will become due
      and payable upon each such Security to be redeemed and that interest
      thereon will cease to accrue on and after said date,

            (6) the place or places where such Securities are to be surrendered
      for payment of the Redemption Price,

            (7) that in the case that a Security is only redeemed in part, the
      Company shall execute and the Trustee shall authenticate and deliver to
      the Holder of such Security without service charge, a new Security or
      Securities in an aggregate amount equal to the unredeemed portion of the
      Security,

            (8) the aggregate principal amount of Securities being redeemed, and

            (9) the CUSIP number or numbers of the Securities being redeemed.

            Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, if request is made to the Trustee
no less than 30 days prior to the Redemption Date, by the Trustee in the name
and at the expense of the Company.


                                      -80-
<PAGE>

SECTION 1106. Deposit of Redemption Price.

            Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued and unpaid interest on, all the
Securities which are to be redeemed on that date.

SECTION 1107. Securities Payable on Redemption Date.

            Notice of redemption having been given as aforesaid, the Securities
so to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued and
unpaid interest) such Securities shall cease to bear interest. Upon surrender of
any such Security for redemption in accordance with said notice, such Security
shall be paid by the Company at the Redemption Price, together with accrued and
unpaid interest to the Redemption Date; provided, however, that installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.

            If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate provided by the
Security.

SECTION 1108. Securities Redeemed in Part.

            Any Security which is to be redeemed only in part shall be
surrendered at an office or agency of the Company designated for that purpose
pursuant to Section 1002 (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of like tenor, of any authorized
denomination as requested by such Holder, in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Security so
surrendered.


                                      -81-
<PAGE>

                                ARTICLE TWELVE

                      Defeasance and Covenant Defeasance

SECTION 1201. The Company's Option to Effect Defeasance or Covenant Defeasance.

            The Company may at its option by Board Resolution at any time
(subject to 10-day prior written notification to the Trustee), elect to have
either Section 1202 or Section 1203 applied to the Outstanding Securities upon
compliance with the conditions set forth below in this Article Twelve.

SECTION 1202. Defeasance and Discharge.

            Upon the Company's exercise of the option provided in Section 1201
applicable to this Section, the Company shall be deemed to have been discharged
from its obligations with respect to the Outstanding Securities on the date the
conditions set forth below are satisfied (hereinafter, "defeasance"). For this
purpose, such defeasance means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by the Outstanding Securities and
to have satisfied all its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the
same), except for the following which shall survive until otherwise terminated
or discharged hereunder: (A) the rights of Holders of Outstanding Securities to
receive, solely from the trust fund described in Section 1204 and as more fully
set forth in such Section, payments in respect of the principal of (and premium,
if any) and interest on such Securities when such payments are due, (B) the
Company's obligations with respect to such Securities under Sections 304, 305,
306, 1002 and 1003, (C) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (D) this Article Twelve. Subject to compliance with this
Article Twelve, the Company may exercise its option under this Section 1202
notwithstanding the prior exercise of their option under Section 1203.

SECTION 1203. Covenant Defeasance.

            Upon the Company's exercise of the option provided in Section 1201
applicable to this Section (i) the Company shall be released from its
obligations under Sections 1005 through 1017, inclusive, and Clauses (3) and (4)
of Section 801, (ii) the occurrence of an event specified in Sections 501(3),
501(4) (with respect to Clauses (3) and (4) of Section 801), and 501 (5) (with
respect to Sections 1005 through 1017, inclusive) shall not be deemed to be an
Event of Default and (iii) the provisions of Article Thirteen hereof shall cease
to be effective, on and after the date the conditions set forth below are
satisfied (hereinafter, "covenant defeasance"). For this purpose, such covenant
defeasance means that the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
Section, Clause or Article, whether directly or indirectly by reason of any
reference elsewhere herein to any such Section, Clause or Article or by reason
of any reference in any such Section or Article to any other provision herein or
in any other document, but the remainder of this Indenture and such Securities
shall be unaffected thereby.


                                      -82-
<PAGE>

SECTION 1204. Conditions to Defeasance or Covenant Defeasance.

            The following shall be the conditions to application of either
Section 1202 or Section 1203 to the Outstanding Securities:

            (1) The Company shall irrevocably have deposited or caused to be
      deposited with the Trustee as trust funds in trust for the purpose of
      making the following payments, specifically pledged as security for, and
      dedicated solely to, the benefit of the Holders of such Securities, (A)
      money in an amount, or (B) U.S. Government Obligations which through the
      scheduled payment of principal and interest in respect thereof in
      accordance with their terms will provide, not later than one day before
      the due date of any payment, money in an amount, or (C) a combination
      thereof, sufficient, in the opinion of a nationally recognized firm of
      independent certified public accountants expressed in a written
      certification thereof delivered to the Trustee, to pay and discharge, and
      which shall be applied by the Trustee to pay and discharge, the principal
      of, premium, if any, and each installment of interest on the Securities on
      the Stated Maturity of such principal or installment of interest on the
      day on which such payments are due and payable in accordance with the
      terms of this Indenture and of such Securities. For this purpose, "U.S.
      Government Obligations" means securities that are (x) direct obligations
      of the United States of America for the payment of which its full faith
      and credit is pledged or (y) obligations of a Person controlled or
      supervised by and acting as an agency or instrumentality of the United
      States of America the payment of which is unconditionally guaranteed as a
      full faith and credit obligation by the United States of America, which,
      in either case, are not callable or redeemable at the option of the issuer
      thereof, and shall also include a depositary receipt issued by a bank (as
      defined in Section 3(a)(2) of the Securities Act) as custodian with
      respect to any such U.S. Government Obligation or a specific payment of
      principal of or interest on any such U.S. Government Obligation held by
      such custodian for the account of the holder of such depositary receipt,
      provided that (except as required by law) such custodian is not authorized
      to make any deduction from the amount payable to the holder of such
      depositary receipt from any amount received by the custodian in respect of
      the U.S. Government Obligation or the specific payment of principal of or
      interest on the U.S. Government Obligation evidenced by such depositary
      receipt.

            (2) No Default or Event of Default shall have occurred and be
      continuing on the date of such deposit or, insofar as subsections 501(8)
      and (9) are concerned, at any time during the period ending on the 91st
      day after the date of such deposit (it being understood that this
      condition shall not be deemed satisfied until the expiration of such
      period).

            (3) Such defeasance or covenant defeasance shall not cause the
      Trustee to have a conflicting interest as defined in Section 608 and for
      purposes of the Trust Indenture Act with respect to any securities of the
      Company.

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

            (5) The Company shall have delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent provided for relating to


                                      -83-
<PAGE>

      either the defeasance under Section 1202 or the covenant defeasance under
      Section 1203 (as the case may be) have been complied with.

            (6) In the case of an election under Section 1202, the Company shall
      have delivered to the Trustee an Opinion of Counsel stating that (x) the
      Company has received from, or there has been published by, the Internal
      Revenue Service a ruling, or (y) since the date of this Indenture there
      has been a change in the applicable Federal income tax law, in either case
      to the effect that, and based thereon such opinion shall confirm that, the
      Holders of the Outstanding Securities will not recognize income, gain or
      loss for Federal income tax purposes as a result of such deposit,
      defeasance and discharge and will be subject to Federal income tax on the
      same amounts, in the same manner and at the same times as would have been
      the case if such deposit, defeasance and discharge had not occurred.

            (7) In the case of an election under Section 1203, the Company shall
      have delivered to the Trustee an Opinion of Counsel to the effect that the
      Holders of the Outstanding Securities will not recognize income, gain or
      loss for Federal income tax purposes as a result of such deposit and
      covenant defeasance and will be subject to Federal income tax on the same
      amounts, in the same manner and at the same times as would have been the
      case if such covenant defeasance had not occurred.

            (8) The Company shall have delivered to the Trustee an Opinion of
      Counsel to the effect that such deposit and defeasance or covenant
      defeasance shall not result in the trust arising from such deposit
      constituting an investment company as defined in the Investment Company
      Act of 1940, as amended, or such trust shall be qualified under such act
      or exempt from regulation thereunder.

            (9) At the time of such deposit: (A) no default in the payment of
      all or a portion of principal of (or premium, if any) or interest on or
      other obligations in respect of any Senior Debt shall have occurred and be
      continuing, and no event of default with respect to any Senior Debt shall
      have occurred and be continuing and shall have resulted in such Senior
      Debt becoming or being declared due and payable prior to the date on which
      it would otherwise have become due and payable and (B) no other event of
      default with respect to any Senior Debt shall have occurred and be
      continuing permitting (after notice or the lapse of time, or both) the
      holders of such Senior Debt (or a trustee on behalf of the holders
      thereof) to declare such Senior Debt due and payable prior to the date on
      which it would otherwise have become due and payable, or, in the case of
      either Clause (A) or Clause (B) above, each such default or event of
      default shall have been cured or waived or shall have ceased to exist.

SECTION 1205. Deposited Money and U.S. Government Obligations to Be Held in
              Trust; Other Miscellaneous Provisions.

            Subject to the provisions of the last paragraph of Section 1003, all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee (or other qualifying trustee--collectively, for purposes of
this Section 1205, the "Trustee") pursuant to Section 1204 in respect of the
Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either
directly or


                                      -84-
<PAGE>

through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Holders of such Securities, of all sums due
and to become due thereon in respect of principal (and 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 U.S. Government Obligations
deposited pursuant to Section 1204 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 Securities.

            Anything in this Article Twelve to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in
Section 1204 which, in the opinion of a nationally recognized accounting firm
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect an equivalent defeasance or covenant defeasance.

SECTION 1206. Reinstatement

            If the Trustee or the Paying Agent is unable to apply any money in
accordance with Section 1202 or 1203 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
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to this Article Twelve until such time as the Trustee or Paying Agent
is permitted to apply all such money in accordance with Section 1202 and 1203;
provided, however, that if the Company makes any payment of principal of (and
premium, if any) any Security following the reinstatement of its obligations,
the Company shall be subrogated to the rights of the Holders of such Securities
to receive such payment from the money held by the Trustee or the Paying Agent.

SECTION 1207. 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, or interest on any Security and remaining unclaimed for two years after
such principal, and premium, if any, or interest has become due and payable
shall be paid to the Company on its written request or (if then held by the
Company) shall be discharged from such trust; and the Holder of such security
shall thereafter, as a 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.


                                      -85-
<PAGE>

                               ARTICLE THIRTEEN

                          Subordination of Securities

SECTION 1301. Securities Subordinate to Senior Debt.

            The Company covenants and agrees, and each Holder of a Security, by
his acceptance thereof, likewise covenants and agrees, that, to the extent and
in the manner hereinafter set forth in this Article (subject to the provisions
of Article Four and Article Twelve), the payment of the principal of (and
premium, if any) and interest on each and all of the Securities are hereby
expressly made subordinate and subject in right of payment to the prior payment
in full of all Senior Debt.

SECTION 1302. Payment Over of Proceeds Upon Dissolution, Etc.

            In the event of (a) any insolvency or bankruptcy case or proceeding,
or any receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, relative to the Company or to its creditors,
as such, or to its assets, or (b) any liquidation, dissolution or other winding
up of the Company, whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or
any other marshalling of assets and liabilities of the Company, then and in any
such event specified in (a), (b) or (c) above (each such event, if any, herein
sometimes referred to as a "Proceeding") the holders of Senior Debt shall be
entitled to receive payment in full of all amounts due or to become due on or in
respect of all Senior Debt, or provision shall be made for such payment in cash
or cash equivalents or otherwise in a manner satisfactory to the holders of
Senior Debt, before the Holders of the Securities are entitled to receive any
payment or distribution of any kind or character, whether in cash, property or
securities (including any payment or distribution which may be payable or
deliverable by reason of the payment of any other Debt of the Company
subordinated to the payment of the Securities, such payment or distribution
being hereinafter referred to as a "Junior Subordinated Payment"), on account of
principal of (or premium, if any) or interest on the Securities or on account of
any purchase or other acquisition of Securities by the Company or any Subsidiary
of the Company (all such payments, distributions, purchases and acquisitions
herein referred to, individually and collectively, as a "Securities Payment"),
and to that end the holders of Senior Debt shall be entitled to receive, for
application to the payment thereof, any Securities Payment which may be payable
or deliverable in respect of the Securities in any such Proceeding.

                  In the event that, notwithstanding the foregoing provisions of
this Section, the Trustee or the Holder of any Security shall have received any
Securities Payment before all Senior Debt is paid in full or payment thereof
provided for in cash or cash equivalents or otherwise in a manner satisfactory
to the holders of Senior Debt, and if such fact shall, at or prior to the time
of such Securities Payment, have been made known in writing to the Trustee or,
as the case may be, such Holder, then and in such event such Securities Payment
shall be paid over or delivered forthwith to the trustee in bankruptcy,
receiver, liquidating trustee, custodian, assignee, agent or other Person making
payment or distribution of assets of the Company for application to the payment
of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior
Debt in full, after giving effect to any concurrent payment or distribution to
or for the holders of Senior Debt.


                                      -86-
<PAGE>

                  For purposes of this Article only, the words "any payment or
distribution of any kind or character, whether in cash, property or securities"
shall not be deemed to include a payment or distribution of stock or securities
of the Company provided for by a plan of reorganization or readjustment
authorized by an order or decree of a court of competent jurisdiction in a
reorganization proceeding under any applicable bankruptcy law or of any other
corporation provided for by such plan of reorganization or readjustment which
stock or securities are subordinated in right of payment to all then outstanding
Senior Debt to substantially the same extent as the Securities are so
subordinated as provided in this Article. The consolidation of the Company with,
or the merger of the Company into, another Person or the liquidation or
dissolution of the Company following the conveyance or transfer of all or
substantially all of its properties and assets as an entirety to another Person
upon the terms and conditions set forth in Article Eight shall not be deemed a
Proceeding for the purposes of this Section if the Person formed by such
consolidation or into which the Company is merged or the Person which acquires
by conveyance or transfer such properties and assets as an entirety, as the case
may be, shall, as a part of such consolidation, merger, conveyance or transfer,
comply with the conditions set forth in Article Eight.

SECTION 1303. No Payment When Senior Debt in Default.

                  In the event that any Senior Payment Default (as defined
below) shall have occurred and be continuing, then no Securities Payment shall
be made unless and until such Senior Payment Default shall have been cured or
waived or shall have ceased to exist or all amounts then due and payable in
respect of Senior Debt shall have been paid in full, or provision shall have
been made for such payment in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of Senior Debt. "Senior Payment Default" means any
default in the payment of principal of (or premium, if any) or interest on any
Senior Debt when due, whether at the Stated Maturity of any such payment or by
declaration of acceleration, call for redemption or otherwise.

                  In the event that any Senior Nonmonetary Default (as defined
below) shall have occurred and be continuing, then, upon the receipt by the
Company and the Trustee of written notice of the occurrence such Senior
Nonmonetary Default from a holder of or agent or trustee for the holders of any
Designated Senior Debt that is the subject of such Senior Nonmonetary Default,
no Securities Payment shall be made during a period (the "Payment Blockage
Period") commencing on the date of such receipt of such written notice and
ending the earlier of (i) the date on which such Senior Nonmonetary Default
shall have been cured or waived or ceased to exist or all Designated Senior Debt
the subject of such Senior Nonmonetary Default shall have been discharged or
(ii) the 179th day after the date of the receipt of such written notice. No more
than one Payment Blockage Period may be commenced with respect to the Securities
during any 360-day period and there shall be a period of at least 181
consecutive days in each 360-day period when no Payment Blockage Period is in
effect. For all purposes of this paragraph, no Senior Nonmonetary Default or
Senior Payment Default that existed or was continuing on the date of
commencement of any Payment Blockage Period shall be, or be made, the basis for
the commencement of a subsequent Payment Blockage Period by holders of Senior
Debt or their representatives unless such Senior Nonmonetary Default or Senior
Payment Default shall have been cured for a period of not less than 90
consecutive days. "Senior Nonmonetary Default" means a default with respect to
any Designated Senior Debt, other than a Senior Payment Default, which with the
giving of notice of the passage of time, or both, shall give the holders of such
Designated Senior Debt (or a trustee or other agent on behalf of the holders


                                      -87-
<PAGE>

thereof) the right to declare such Designated Senior Debt due and payable prior
to the date on which it would otherwise become due and payable.

                  In the event that, notwithstanding the foregoing, the Company
shall make any Securities Payment to the Trustee or any Holder prohibited by the
foregoing provisions of this Section, and if such fact shall, at or prior to the
time of such Securities Payment, have been made known in writing to the Trustee
or, as the case may be, such Holder, then and in such event such Securities
Payment shall be paid over and delivered forthwith to the Company.

                  The provisions of this Section shall not apply to any
Securities Payment with respect to which Section 1302 would be applicable.

SECTION 1304. Payment Permitted If No Default.

                  Nothing contained in this Article or elsewhere in this
Indenture or in any of the Securities shall prevent (a) the Company, at any time
except during the pendency of any Proceeding referred to in Section 1302 or
under the conditions described in Section 1303, from making Securities Payments,
or (b) the application by the Trustee of any money deposited with it hereunder
to Securities Payments or the retention of such Securities Payment by the
Holders, if, two Business Days prior to such application by the Trustee, it did
not have written notice that such Securities Payment would have been prohibited
by the provisions of this Article.

SECTION 1305. Subrogation to Rights of Holders of Senior Debt.

                  Subject to the payment in full of all amounts due or to become
due on or in respect of Senior Debt, or the provision for such payment in cash
or cash equivalents or otherwise in a manner satisfactory to the holders of
Senior Debt, the Holders of the Securities shall be subrogated to the rights of
the holders of such Senior Debt to receive payments and distributions of cash,
property and securities applicable to the Senior Debt until the principal of
(and premium, if any) and interest on the Securities shall be paid in full. For
purposes of such subrogation, no payments or distributions to the holders of the
Senior Debt of any cash, property or securities to which the Holders of the
Securities or the Trustee would be entitled except for the provisions of this
Article, and no payments over pursuant to the provisions of this Article to the
holders of Senior Debt by Holders of the Securities or the Trustee, shall, as
among the Company, its creditors other than holders of Senior Debt and the
Holders of the Securities, be deemed to be a payment or distribution by the
Company to or on account of the Senior Debt.

SECTION 1306. Provisions Solely to Define Relative Rights.

                  The provisions of this Article are and are intended solely for
the purpose of defining the relative rights of the Holders on the one hand and
the holders of Senior Debt on the other hand. Nothing contained in this Article
or elsewhere in this Indenture or in the Securities is intended to or shall (a)
impair, as among the Company, its creditors other than holders of Senior Debt
and the Holders of the Securities, the obligation of the Company, which is
absolute and unconditional


                                      -88-
<PAGE>

(and which, subject to the rights under this Article of the holders of Senior
Debt, is intended to rank equally with all other general obligations of the
Company), to pay to the Holders of the Securities the principal of (and premium,
if any) and interest on the Securities as and when the same shall become due and
payable in accordance with their terms; or (b) affect the relative rights
against the Company of the Holders of the Securities and creditors of the
Company other than the holders of Senior Debt; or (c) prevent the Trustee or the
Holder of any Security from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article of the holders of Senior Debt to receive cash, property and
securities otherwise payable or deliverable to the Trustee or such Holder.

SECTION 1307. Trustee to Effectuate Subordination.

                  Each Holder of a Security by his acceptance thereof authorizes
and directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article and
appoints the Trustee his attorney-in-fact for any and all such purposes.


SECTION 1308. No Waiver of Subordination Provisions.

                  No right of any present or future holder of any Senior Debt to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof any such holder may have or be
otherwise charged with.

                  Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Debt may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article or
the obligations hereunder of the Holders of the Securities to the holders of
Senior Debt, do any one or more of the following: (i) change the manner, place
or terms of payment or extend the time of payment of, or renew or alter, Senior
Debt, or otherwise amend or supplement in any manner Senior Debt or any
instrument evidencing the same or any agreement under which Senior Debt is
outstanding; (ii) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Senior Debt; (iii) release any Person
liable in any manner for the collection of Senior Debt; and (iv) exercise or
refrain from exercising any rights against the Company and any other Person.

SECTION 1309. Notice to Trustee.

                  The Company shall give prompt written notice to the Trustee of
any fact known to the Company which would prohibit the making of any payment to
or by the Trustee in respect of the Securities. Notwithstanding the provisions
of this Article or any other provision of this Indenture, the Trustee shall not
be charged with knowledge of the existence of any facts which would


                                      -89-
<PAGE>

prohibit the making of any payment to or by the Trustee in respect of the
Securities, unless and until the Trustee shall have received written notice
thereof from the Company or a holder of Senior Debt or from any trustee
therefor; and, prior to the receipt of any such written notice, the Trustee,
subject to the provisions of Section 601, shall be entitled in all respects to
assume that no such facts exist; provided, however, that if the Trustee shall
not have received the notice provided for in this Section at least 2 Business
Days prior to the date upon which by the terms hereof any money may become
payable for any purpose (including, without limitation, the payment of the
principal of (and premium, if any) or interest on any Security), then, anything
herein contained to the contrary notwithstanding, the Trustee shall have full
power and authority to receive such money and to apply the same to the purpose
for which such money was received and shall not be affected by any notice to the
contrary which may be received by it within 2 Business Days prior to such date.

                  Subject to the provisions of Section 601, the Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Debt (or a trustee therefor) to
establish that such notice has been given by a holder of Senior Debt (or a
trustee therefor). In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any Person as a holder
of Senior Debt to participate in any payment or distribution pursuant to this
Article, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Debt held by
such Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under this Article, and if such evidence is not furnished, the Trustee
may defer any payment to such Person pending judicial determination as to the
right of such Person to receive such payment.

SECTION 1310. Reliance on Judicial Order or Certificate of Liquidating Agent.

                  Upon any payment or distribution of assets of the Company
referred to in this Article, the Trustee, subject to the provisions of Section
601, and the Holders of the Securities shall be entitled to rely upon any order
or decree entered by any court of competent jurisdiction in which such
Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee for the benefit of creditors, agent or
other Person making such payment or distribution, delivered to the Trustee or to
the Holders of Securities, for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of the Senior Debt
and other indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article.

SECTION 1311. Trustee Not Fiduciary for Holders of Senior Debt.

                  The Trustee shall not be deemed to owe any fiduciary duty to
the holders of Senior Debt and shall not be liable to any such holders if it
shall in good faith mistakenly pay over or distribute to Holders of Securities
or to the Company or to any other Person cash, property or securities to which
any holders of Senior Debt shall be entitled by virtue of this Article or
otherwise.


                                      -90-
<PAGE>

SECTION 1312. Rights of Trustee as Holder of Senior Debt; Preservation of
              Trustee's Rights.

                  The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article with respect to any Senior Debt which
may at any time be held by it, to the same extent as any other holder of Senior
Debt, and nothing in this Indenture shall deprive the Trustee of any of its
rights as such holder.

                  Nothing in this Article shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 607.

SECTION 1313. Article Applicable to Paying Agents.

                  In case at any time any Paying Agent other than the Trustee
shall have been appointed by the Company and be then acting hereunder, the term
"Trustee" as used in this Article shall in such case (unless the context
otherwise requires) be construed as extending to and including such Paying Agent
within its meaning as fully for all intents and purposes as if such Paying Agent
were named in this Article in addition to or in place of the Trustee; provided,
however, that Section 1312 shall not apply to the Company or any Affiliate of
the Company if it or such Affiliate acts as Paying Agent.

SECTION 1314. Defeasance of this Article Thirteen.

                  The subordination of the Securities provided by this Article
Thirteen is expressly made subject to the provisions for defeasance or covenant
defeasance in Article Twelve hereof and, anything herein to the contrary
notwithstanding, upon the effectiveness of any such defeasance or covenant
defeasance, the Securities then outstanding shall thereupon cease to be
subordinated pursuant to this Article Thirteen.

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

                  This instrument may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.


                                      -91-
<PAGE>

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


                                    NEXTLINK COMMUNICATIONS, INC.


                                    By___________________________________
                                      Name:
                                      Title:



Attest:

___________________________
By

                                    UNITED STATES TRUST COMPANY
                                      OF NEW YORK



                                    By___________________________________
                                      Name:
                                      Title:


Attest:

___________________________
By
<PAGE>

STATE OF _________ )
                       ss.:
COUNTY OF ________ )

                  On this ____________ day of _______, 19__, before me
personally appeared _______________, to me known, who, being duly sworn, did
depose and say that he is the ____________ of _______________NEXTLINK
Communications, Inc., one of the corporations described in and which executed
the foregoing instrument, and duly acknowledged to me that he executed the same
by authority of the Board of Directors of said corporations.


                                          ________________________________
                                                   Notary Public


STATE OF _________ )
                       ss.:
COUNTY OF ________ )

                  On this ____________ day of _______, 19__, before me
personally appeared _______________, to me known, who, being duly sworn, did
depose and say that he is the ____________ of United States Trust Company of New
York, one of the corporations described in and which executed the foregoing
instrument, and duly acknowledged to me that he executed the same by authority
of the Board of Directors of said corporation.


                                          ________________________________
                                                   Notary Public