<PAGE>


                             TIME WARNER TELECOM LLC

                                       and

                            TIME WARNER TELECOM INC.,

                                            Obligors,

                                       and

                            THE CHASE MANHATTAN BANK,

                                              Trustee

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

                                    Indenture

                            Dated as of July 21, 1998

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

                          9 3/4% Senior Notes due 2008




<PAGE>

<PAGE>


                              CROSS-REFERENCE TABLE
<TABLE>
<CAPTION>

TIA Sections                                                        Indenture Sections
------------                                                        ------------------

<S>                                                                       <C> 
'SS'310(a)(1).......................................................      7.10
       (a)(2).......................................................      7.10
       (b)..........................................................      7.03; 7.08
'SS'311(a)..........................................................      7.03
       (b)..........................................................      7.03
'SS'312(a)..........................................................      2.03
       (b)..........................................................     10.02
       (c)..........................................................     10.02
'SS'313(a)..........................................................      7.06
       (b)(2).......................................................      7.07
       (c)..........................................................      7.05; 7.06; 10.02
       (d)..........................................................      7.06
'SS'314(a)..........................................................      7.05; 10.02
       (a)(4).......................................................      4.17; 10.02
       (c)(1).......................................................     10.03
       (c)(2).......................................................     10.03
       (e)..........................................................      4.17; 10.04
'SS'315(a)..........................................................      7.02
       (b)..........................................................      7.05; 10.02
       (c)..........................................................      7.02
       (d)..........................................................      7.02
       (e)..........................................................      6.11
'SS'316(a)(1)(A)....................................................      6.05
       (a)(1)(B)....................................................      6.04
       (b)..........................................................      6.07
       (c)..........................................................      9.03
'SS'317(a)(1).......................................................      6.08
       (a)(2).......................................................      6.09
       (b)..........................................................      2.04
'SS'318(a)..........................................................     10.01
       (c)..........................................................     10.01
</TABLE>


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




<PAGE>

<PAGE>

                                TABLE OF CONTENTS

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

    SECTION 1.01.  Definitions......................................................................1
    SECTION 1.02.  Incorporation by Reference of Trust Indenture Act...............................20
    SECTION 1.03.  Rules of Construction...........................................................21

                                   ARTICLE TWO
                                    THE NOTES

    SECTION 2.01.  Form and Dating.................................................................21
    SECTION 2.02.  Execution, Authentication and Denominations.....................................22
    SECTION 2.03.  Registrar and Paying Agent......................................................23
    SECTION 2.04.  Paying Agent to Hold Money in Trust.............................................24
    SECTION 2.05.  Transfer and Exchange...........................................................24
    SECTION 2.06.  Replacement Notes...............................................................26
    SECTION 2.07.  Outstanding Notes...............................................................26
    SECTION 2.08.  Temporary Notes.................................................................27
    SECTION 2.09.  Cancellation....................................................................27
    SECTION 2.10.  CUSIP Numbers...................................................................28
    SECTION 2.11.  Defaulted Interest..............................................................28
    SECTION 2.12.  Issuance of Additional Notes....................................................28

                                  ARTICLE THREE
                                   REDEMPTION

    SECTION 3.01.  Right of Redemption.............................................................28
    SECTION 3.02.  Notices to Trustee..............................................................29
    SECTION 3.03.  Selection of Notes to Be Redeemed...............................................29
    SECTION 3.04.  Notice of Redemption............................................................30
    SECTION 3.05.  Effect of Notice of Redemption..................................................31
    SECTION 3.06.  Deposit of Redemption Price.....................................................31
    SECTION 3.07.  Payment of Notes Called for Redemption..........................................31
    SECTION 3.08.  Notes Redeemed in Part..........................................................31
</TABLE>

--------
Note:   The Table of Contents shall not for any purposes be deemed to be a part
        of the Indenture.




<PAGE>

<PAGE>

                                       ii


                                  ARTICLE FOUR
                                    COVENANTS
<TABLE>

<S>                <C>                                                                            <C>
    SECTION 4.01.  Payment of Notes................................................................32
    SECTION 4.02.  Maintenance of Office or Agency.................................................32
    SECTION 4.03.  Limitation on Indebtedness......................................................32
    SECTION 4.04.  Limitation on Restricted Payments...............................................35
    SECTION 4.05.  Limitation on Dividend and Other Payment Restrictions Affecting
                     Restricted Subsidiaries.......................................................38

    SECTION 4.06.  Limitation on the Issuance and Sale of Capital Stock of Restricted
                     Subsidiaries..................................................................39

    SECTION 4.07.  Limitation on Issuances of Guarantees by Restricted Subsidiaries................40
    SECTION 4.08.  Limitation on Transactions with Stockholders and Affiliates.....................40
    SECTION 4.09.  Limitation on Liens.............................................................41
    SECTION 4.10.  Limitation on Sale-Leaseback Transactions.......................................42
    SECTION 4.11.  Limitation on Asset Sales.......................................................42
    SECTION 4.12.  Repurchase of Notes upon a Change of Control....................................43
    SECTION 4.13.  Existence.......................................................................43
    SECTION 4.14.  Payment of Taxes and Other Claims...............................................44
    SECTION 4.15.  Maintenance of Properties and Insurance.........................................44
    SECTION 4.16.  Notice of Defaults..............................................................44
    SECTION 4.17.  Compliance Certificates.........................................................44
    SECTION 4.18.  Commission Reports and Reports to Holders.......................................45
    SECTION 4.19.  Waiver of Stay, Extension or Usury Laws.........................................45
    SECTION 4.20.  Amendments to Parent Company Debt...............................................45

                                  ARTICLE FIVE
                              SUCCESSOR CORPORATION

    SECTION 5.01.  When Company May Merge, Etc.....................................................46
    SECTION 5.02.  Successor Substituted...........................................................47

                                   ARTICLE SIX
                              DEFAULT AND REMEDIES

    SECTION 6.01.  Events of Default...............................................................47
    SECTION 6.02.  Acceleration....................................................................48
    SECTION 6.03.  Other Remedies..................................................................49
    SECTION 6.04.  Waiver of Past Defaults.........................................................50
    SECTION 6.05.  Control by Majority.............................................................50
    SECTION 6.06.  Limitation on Suits.............................................................50
</TABLE>





<PAGE>

<PAGE>

                                      iii
<TABLE>

<S>                <C>                                                                            <C>
    SECTION 6.07.  Rights of Holders to Receive Payment............................................51
    SECTION 6.08.  Collection Suit by Trustee......................................................51
    SECTION 6.09.  Trustee May File Proofs of Claim................................................51
    SECTION 6.10.  Priorities......................................................................52
    SECTION 6.11.  Undertaking for Costs...........................................................52
    SECTION 6.12.  Restoration of Rights and Remedies..............................................52
    SECTION 6.13.  Rights and Remedies Cumulative..................................................52
    SECTION 6.14.  Delay or Omission Not Waiver....................................................53

                                  ARTICLE SEVEN
                                     TRUSTEE

    SECTION 7.01.  General ........................................................................53
    SECTION 7.02.  Certain Rights of Trustee.......................................................53
    SECTION 7.03.  Individual Rights of Trustee....................................................55
    SECTION 7.04.  Trustee's Disclaimer............................................................55
    SECTION 7.05.  Notice of Default...............................................................55
    SECTION 7.06.  Reports by Trustee to Holders...................................................55
    SECTION 7.07.  Compensation and Indemnity......................................................55
    SECTION 7.08.  Replacement of Trustee..........................................................56
    SECTION 7.09.  Successor Trustee by Merger, Etc................................................57
    SECTION 7.10.  Eligibility.....................................................................58
    SECTION 7.11.  Money Held in Trust.............................................................58

                                  ARTICLE EIGHT
                             DISCHARGE OF INDENTURE

    SECTION 8.01.  Termination of Obligors' Obligations............................................58
    SECTION 8.02.  Defeasance and Discharge of Indenture...........................................59
    SECTION 8.03.  Defeasance of Certain Obligations...............................................61
    SECTION 8.04.  Application of Trust Money......................................................62
    SECTION 8.05.  Repayment to Obligors...........................................................62
    SECTION 8.06.  Reinstatement...................................................................63

                                  ARTICLE NINE
                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

    SECTION 9.01.  Without Consent of Holders......................................................63
    SECTION 9.02.  With Consent of Holders.........................................................64
    SECTION 9.03.  Revocation and Effect of Consent................................................65
    SECTION 9.04.  Notation on or Exchange of Notes................................................66
</TABLE>




<PAGE>

<PAGE>

                                       iv
<TABLE>

<S>                <C>                                                                             <C>
    SECTION 9.05.  Trustee to Sign Amendments, Etc.................................................66
    SECTION 9.06.  Conformity with Trust Indenture Act.............................................66

                                   ARTICLE TEN
                                  MISCELLANEOUS

    SECTION 10.01.  Trust Indenture Act of 1939....................................................66
    SECTION 10.02.  Notices........................................................................66
    SECTION 10.03.  Certificate and Opinion as to Conditions Precedent.............................68
    SECTION 10.04.  Statements Required in Certificate or Opinion..................................68
    SECTION 10.05.  Acts of Holders................................................................68
    SECTION 10.06.  Rules by Trustee, Paying Agent or Registrar....................................70
    SECTION 10.07.  Payment Date Other Than a Business Day.........................................70
    SECTION 10.08.  Governing Law..................................................................70
    SECTION 10.09.  No Adverse Interpretation of Other Agreements..................................70
    SECTION 10.10.  No Recourse Against Others.....................................................70
    SECTION 10.11.  Successors.....................................................................71
    SECTION 10.12.  Duplicate Originals............................................................71
    SECTION 10.13.  Separability...................................................................71
    SECTION 10.14.  Table of Contents, Headings, Etc...............................................71

EXHIBIT A Form of Note............................................................................A-1
</TABLE>




<PAGE>

<PAGE>




         INDENTURE, dated as of July 21, 1998, among TIME WARNER TELECOM LLC, a
Delaware limited liability corporation (the "Company"), TIME WARNER TELECOM
INC., a Delaware corporation ("TWT," and together with the Company, the
"Obligors") and THE CHASE MANHATTAN BANK, a New York banking corporation,
trustee (the "Trustee").

                                    RECITALS

         The Obligors have duly authorized the execution and delivery of this
Indenture to provide for the issuance initially of up to $400 million aggregate
principal amount of their 9 3/4% Senior Notes due 2008 (the "Notes") issuable as
provided in this Indenture. All things necessary to make this Indenture a valid
agreement of the Obligors, in accordance with its terms, have been done, and the
Obligors have done all things necessary to make the Notes, when executed by the
Obligors and authenticated and delivered by the Trustee hereunder and duly
issued by the Obligors, valid obligations of the Obligors as hereinafter
provided.

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

                      AND THIS INDENTURE FURTHER WITNESSETH

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

                                   ARTICLE ONE
                   DEFINITIONS AND INCORPORATION BY REFERENCE

         SECTION 1.01.  Definitions.

         "Acquired Indebtedness" means Indebtedness of a Person existing at the
time such Person becomes a Restricted Subsidiary or assumed in connection with
an Asset Acquisition by a Restricted Subsidiary and not Incurred in connection
with, or in anticipation of, such Person becoming a Restricted Subsidiary or
such Asset Acquisition; provided that Indebtedness of such Person which is
redeemed, defeased, retired or otherwise repaid at the time of or immediately
upon consummation of the transactions by which such Person becomes a Restricted
Subsidiary or such Asset Acquisition shall not be Acquired Indebtedness.

         "Adjusted Consolidated Net Income" means, for any period, the aggregate
net income (or loss) of the Company and its Restricted Subsidiaries for such
period determined in conformity with GAAP; provided that the following items
shall be excluded in computing Adjusted Consolidated




<PAGE>

<PAGE>

                                       2

Net Income (without duplication): (i) the net income (or loss) of any Person
that is not a Restricted Subsidiary, except (x) with respect to net income, to
the extent of the amount of dividends or other distributions actually paid to
the Company or any of its Restricted Subsidiaries by such Person during such
period and (y) with respect to net losses, to the extent of the amount of
Investments made by the Company or any Restricted Subsidiary in such Person
during such period; (ii) solely for the purposes of calculating the amount of
Restricted Payments that may be made pursuant to clause (C) of the first
paragraph of Section 4.04 (and in such case, except to the extent includable
pursuant to clause (i) above), the net income (or loss) of any Person accrued
prior to the date it becomes a Restricted Subsidiary or is merged into or
consolidated with the Company or any of its Restricted Subsidiaries or all or
substantially all of the property and assets of such Person are acquired by the
Company or any of its Restricted Subsidiaries; (iii) the net income of any
Restricted Subsidiary to the extent that the declaration or payment of dividends
or similar distributions by such Restricted Subsidiary of such net income is not
at the time permitted by the operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to such Restricted Subsidiary; (iv) any gains or losses
(on an after-tax basis) attributable to Asset Sales; (v) except for purposes of
calculating the amount of Restricted Payments that may be made pursuant to
clause (C) of the first paragraph of Section 4.04, any amount paid or accrued as
dividends (other than dividends to the extent paid or payable in shares of
Capital Stock (other than Disqualified Stock) of the Company) on Preferred Stock
of the Company or any Restricted Subsidiary owned by Persons other than the
Company and any of its Restricted Subsidiaries; (vi) all extraordinary gains and
extraordinary losses; and (vii) any compensation expense paid or payable solely
with Capital Stock (other than Disqualified Stock) of the Company or any
options, warrants or other rights to acquire Capital Stock (other than
Disqualified Stock).

         "Adjusted Consolidated Net Tangible Assets" means the total amount of
assets of the Company and its Restricted Subsidiaries (less applicable
depreciation, amortization and other valuation reserves), except to the extent
resulting from write-ups of capital assets (excluding write-ups in connection
with accounting for acquisitions in conformity with GAAP), after deducting
therefrom (i) all current liabilities of the Company and its Restricted
Subsidiaries (excluding intercompany items) and (ii) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and other like
intangibles, all as set forth on the most recent quarterly or annual
consolidated balance sheet of the Company and its Restricted Subsidiaries,
prepared in conformity with GAAP and filed with the Commission or provided to
the Trustee pursuant to Section 4.18.

         "Adjusted Net Cash Proceeds" has the meaning provided in Section 4.11.

         "Affiliate" means, as applied to any Person, any other Person directly
or indirectly controlling, controlled by, or under direct or indirect common
control with, such Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms




<PAGE>

<PAGE>

                                       3

"controlling," "controlled by" and "under common control with"), as applied to
any Person, means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of such Person, whether
through the ownership of voting securities, by contract or otherwise.

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

         "Asset Acquisition" means (i) an investment by the Company or any of
its Restricted Subsidiaries in any other Person pursuant to which such Person
shall become a Restricted Subsidiary or shall be merged into or consolidated
with the Company or any of its Restricted Subsidiaries; provided that such
Person's primary business is related, ancillary or complementary to the
businesses of the Company and its Restricted Subsidiaries on the date of such
investment or (ii) an acquisition by the Company or any of its Restricted
Subsidiaries of the property and assets of any Person other than the Company or
any of its Restricted Subsidiaries that constitute substantially all of a
division or line of business of such Person; provided that the property and
assets acquired are related, ancillary or complementary to the businesses of the
Company and its Restricted Subsidiaries on the date of such acquisition.

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

         "Asset Sale" means any sale, transfer or other disposition (including
by way of merger, consolidation or sale-leaseback transaction) in one
transaction or a series of related transactions by the Company or any of its
Restricted Subsidiaries to any Person other than the Company or any of its
Restricted Subsidiaries of (i) all or any of the Capital Stock of any Restricted
Subsidiary, (ii) all or substantially all of the property and assets of an
operating unit or business of the Company or any of its Restricted Subsidiaries
or (iii) any other property and assets (other than the Capital Stock or other
Investment in an Unrestricted Subsidiary) of the Company or any of its
Restricted Subsidiaries outside the ordinary course of business of the Company
or such Restricted Subsidiary and, in each case, that is not governed by the
provisions of this Indenture applicable to mergers, consolidations and sales of
all or substantially all of the assets of the Company; provided that "Asset
Sale" shall not include (a) sales or other dispositions of inventory,
receivables and other current assets, (b) sales, transfers or other dispositions
of assets constituting a Restricted Payment permitted to be made under Section
4.04, (c) sales, transfers or other dispositions of assets with a fair market
value (as certified in an Officers' Certificate) not in excess of $5 million in
any transaction or series of related transactions, or (d) sales or other
dispositions of assets for consideration at least equal to the fair market value
of the assets sold or disposed of, to the extent




<PAGE>

<PAGE>

                                       4


that the consideration received would constitute property, assets or securities
of the kind described in clause (B) of Section 4.11.

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

         "Board of Directors" means, prior to the Reconstitution, the Management
Committee of the Company, and following the Reconstitution, 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 any day except a Saturday, Sunday or other day on
which commercial banks in The City of New York, or in the city of the Corporate
Trust Office of the Trustee, are authorized by law to close.

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

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

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

         "Change of Control" means such time as (i) the Existing Stockholders as
a group cease to have the ability to elect a majority of the members of the
Board of Directors (other than the chief executive officer of the Company and
independent directors; provided that independent directors shall be included in
calculating whether the foregoing majority requirement is satisfied if the
Directors nominated by the Existing Stockholders do not constitute a majority of
the committee that selects the Board of Directors' nominees for independent
directors) and a "person" or "group" (within the meaning of Sections 13(d) and
14(d)(2) of the Exchange Act) (other than the Existing Stockholders) has become
the ultimate "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act) of more than 35% of the total voting power of the Voting Stock of the
Company




<PAGE>

<PAGE>

                                       5


on a fully diluted basis and such ownership represents a greater percentage of
the total voting power of the Voting Stock of the Company, on a fully diluted
basis, than is held by the Existing Stockholders as a group on such date; or
(ii) individuals who on the Closing Date constitute the Board of Directors
(together with any new Directors whose election by the Board of Directors or
whose nomination by the Board of Directors for election by the Company's
stockholders or members, as the case may be, was approved by a vote of at least
two-thirds of the members of the Board of Directors then in office who either
were members of the Board of Directors on the Closing Date or whose election or
nomination for election was previously so approved) cease for any reason to
constitute a majority of the members of the Board of Directors then in office.

         "Change of Control Period" means, with respect to a Change of Control,
the period of 60 days commencing on the date of the earlier to occur of (a)
public notice of the occurrence of a Change of Control or of the intention of
the Company to effect a Change of Control and (b) the Change of Control.

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

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

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

         "Company" means Time Warner Telecom LLC and, following the
Reconstitution, any corporate successor to Time Warner Telecom LLC.

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

         "Consolidated EBITDA" means, for any period, Adjusted Consolidated Net
Income for such period (x) plus, to the extent such amount was deducted in
calculating such Adjusted



<PAGE>

<PAGE>

                                       6


Consolidated Net Income, (i) Consolidated Interest Expense, (ii) income taxes
(other than income taxes (either positive or negative) attributable to
extraordinary and non-recurring gains or losses or sales of assets), (iii)
depreciation expense, (iv) amortization expense and (v) all other non-cash items
reducing Adjusted Consolidated Net Income (other than items that will require
cash payments and for which an accrual or reserve is, or is required by GAAP to
be, made), less all non-cash items increasing Adjusted Consolidated Net Income,
all as determined on a consolidated basis for the Company and its Restricted
Subsidiaries in conformity with GAAP, and (y) solely for purposes of calculating
the amount of Restricted Payments that may be made pursuant to clause (C) of the
first paragraph of Section 4.04, less (to the extent not otherwise reduced in
accordance with GAAP) the aggregate amount of deposits made by the Company and
its Restricted Subsidiaries after the Closing Date in connection with proposed
Asset Acquisitions that are forfeited by the Company or any of its Restricted
Subsidiaries; provided that, if any Restricted Subsidiary is not a Wholly Owned
Restricted Subsidiary, Consolidated EBITDA shall be reduced (to the extent not
otherwise reduced in accordance with GAAP) by an amount equal to (A) the amount
of the Adjusted Consolidated Net Income attributable to such Restricted
Subsidiary multiplied by (B) the percentage ownership interest in the income of
such Restricted Subsidiary not owned on the last day of such period by the
Company or any of its Restricted Subsidiaries.

         "Consolidated Interest Expense" means, for any period, the aggregate
amount of interest in respect of Indebtedness (including, without limitation,
amortization of original issue discount on any Indebtedness and the interest
portion of any deferred payment obligation, calculated in accordance with the
effective interest method of accounting; all commissions, discounts and other
fees and charges owed with respect to letters of credit and bankers' acceptance
financing; the net costs associated with Interest Rate Agreements; and interest
on Indebtedness that is Guaranteed or secured by the Company or any of its
Restricted Subsidiaries) and all but the principal component of rentals in
respect of Capitalized Lease Obligations, in each case that is paid, accrued or
scheduled to be paid or to be accrued by the Company and its Restricted
Subsidiaries during such period; excluding, however, (i) in calculating
Consolidated EBITDA, any amount of such interest of any Restricted Subsidiary if
the net income of such Restricted Subsidiary is excluded in the calculation of
Adjusted Consolidated Net Income pursuant to clause (iii) of the definition
thereof (but only in the same proportion as the net income of such Restricted
Subsidiary is excluded from the calculation of Adjusted Consolidated Net Income
pursuant to clause (iii) of the definition thereof) and (ii) any premiums, fees
and expenses (and any amortization thereof) payable in connection with the
offering of the Notes, all as determined on a consolidated basis (without taking
into account Unrestricted Subsidiaries) in conformity with GAAP.

         "Consolidated Leverage Ratio" means, on any Transaction Date, the ratio
of (i) the aggregate amount of Indebtedness of the Company and its Restricted
Subsidiaries on a consolidated basis outstanding on such Transaction Date to
(ii) the aggregate amount of Consolidated EBITDA for the then most recent four
fiscal quarters for which financial statements of the Company have been filed
with the Commission or provided to the Trustee pursuant to



<PAGE>

<PAGE>


                                       7

Section 4.18 (such four fiscal quarter period being the "Four Quarter Period");
provided that, in making the foregoing calculation, (A) pro forma effect shall
be given to any Indebtedness to be Incurred or repaid on the Transaction Date;
(B) pro forma effect shall be given to Asset Dispositions and Asset Acquisitions
(including giving pro forma effect to the application of proceeds of any Asset
Disposition) that occur from the beginning of the Four Quarter Period through
the Transaction Date (the "Reference Period"), as if they had occurred and such
proceeds had been applied on the first day of such Reference Period; and (C) pro
forma effect shall be given to asset dispositions and asset acquisitions
(including giving pro forma effect to the application of proceeds of any asset
disposition) that have been made by any Person that has become a Restricted
Subsidiary or has been merged with or into the Company or any Restricted
Subsidiary during such Reference Period and that would have constituted Asset
Dispositions or Asset Acquisitions had such transactions occurred when such
Person was a Restricted Subsidiary as if such asset dispositions or asset
acquisitions were Asset Dispositions or Asset Acquisitions that occurred on the
first day of such Reference Period; provided that to the extent that clause (B)
or (C) of this sentence requires that pro forma effect be given to an Asset
Acquisition or Asset Disposition, such pro forma calculation shall be based upon
the four full fiscal quarters immediately preceding the Transaction Date of the
Person, or division or line of business of the Person, that is acquired or
disposed of for which financial information is available.

         "Consolidated Net Worth" means, at any date of determination,
stockholders' equity as set forth on the most recently available quarterly or
annual consolidated balance sheet of the Company and its Restricted Subsidiaries
(which shall be as of a date not more than 90 days prior to the date of such
computation, and which shall not take into account Unrestricted Subsidiaries),
less any amounts attributable to Disqualified Stock or any equity security
convertible into or exchangeable for Indebtedness, the cost of treasury stock
and the principal amount of any promissory notes receivable from the sale of the
Capital Stock of the Company or any of its Restricted Subsidiaries, each item to
be determined in conformity with GAAP (excluding the effects of foreign currency
exchange adjustments under Financial Accounting Standards Board Statement of
Financial Accounting Standards No. 52).

         "Corporate Trust Office" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date of this Indenture,
located at The Chase Manhattan Bank, 450 West 33rd Street, New York, New York
10001.

         "Credit Agreement" means credit agreements, vendor financings or
similar facilities or arrangements made available from time to time to the
Company and its Restricted Subsidiaries from banks, other financial institutions
and/or equipment manufacturers for the Incurrence of Indebtedness, including
letters of credit and 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.



<PAGE>

<PAGE>


                                       8


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

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

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

         "Director" means, prior to the Reconstitution, a Representative on the
Management Committee of the Company, and following the Reconstitution, a
Director on the Board of Directors of the Company.

         "Disqualified Stock" means any class or series of Capital Stock of any
Person that by its terms or otherwise is (i) required to be redeemed prior to
the Stated Maturity of the Notes, (ii) redeemable at the option of the holder of
such class or series of Capital Stock at any time prior to the Stated Maturity
of the Notes or (iii) convertible into or exchangeable for Capital Stock
referred to in clause (i) or (ii) above or Indebtedness having a scheduled
maturity prior to the Stated Maturity of the Notes; provided that any Capital
Stock that would not constitute Disqualified Stock but for provisions thereof
giving holders thereof the right to require such Person to repurchase or redeem
such Capital Stock upon the occurrence of an "asset sale" or "change of control"
occurring prior to the Stated Maturity of the Notes shall not constitute
Disqualified Stock if the "asset sale" or "change of control" provisions
applicable to such Capital Stock are no more favorable to the holders of such
Capital Stock than the provisions contained in Section 4.11 and Section 4.12 and
such Capital Stock, or the agreements or instruments governing the redemption
rights thereof, specifically provides that such Person will not repurchase or
redeem any such stock pursuant to such provision prior to the Company's
repurchase of such Notes as are required to be repurchased pursuant to Section
4.11 and Section 4.12.

         "Equity Offering" means an offering of Common Stock of the Company for
cash pursuant to an effective registration statement under the Securities Act or
an exemption from the registration requirements contained therein.

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

         "Exchange Act" means the Securities Exchange Act of 1934.

         "Existing Stockholders" means Time Warner, Inc., MediaOne Group, Inc.,
Advance/Newhouse Partnership and the Affiliates of each of the foregoing.



<PAGE>

<PAGE>

                                       9


         "fair market value" means the price that would be paid in an
arm's-length transaction between an informed and willing seller under no
compulsion to sell and an informed and willing buyer under no compulsion to buy,
as determined in good faith by the Board of Directors, whose determination shall
be conclusive if evidenced by a Board Resolution; provided that for purposes of
clause (viii) of the second paragraph of Section 4.03, (x) the fair market value
of any security registered under the Exchange Act shall be the average of the
closing prices, regular way, of such security for the 20 consecutive trading
days immediately preceding the sale of Capital Stock and (y) in the event the
aggregate fair market value of any other property (other than cash or cash
equivalents) received by the Company exceeds $15 million, the fair market value
of such property shall be determined by a nationally recognized investment
banking firm and set forth in their written opinion which shall be delivered to
the Trustee.

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

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

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

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



<PAGE>

<PAGE>

                                       10

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

         "Indebtedness" means, with respect to any Person at any date of
determination (without duplication), (i) all indebtedness of such Person for
borrowed money, (ii) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments, (iii) all obligations of such
Person in respect of letters of credit or other similar instruments (including
reimbursement obligations with respect thereto, but excluding obligations with
respect to letters of credit (including trade letters of credit) securing
obligations (other than obligations described in (i) or (ii) above or (v), (vi)
or (vii) below) entered into in the ordinary course of business of such Person
to the extent such letters of credit are not drawn upon or, if drawn upon, to
the extent such drawing is reimbursed no later than the third Business Day
following receipt by such Person of a demand for reimbursement), (iv) all
obligations of such Person to pay the deferred and unpaid purchase price of
property or services, which purchase price is due more than six months after the
date of placing such property in service or taking delivery and title thereto or
the completion of such services, except Trade Payables, (v) all Capitalized
Lease Obligations of such Person, (vi) all Indebtedness of other Persons secured
by a Lien on any asset of such Person, whether or not such Indebtedness is
assumed by such Person; provided that the amount of such Indebtedness shall be
the lesser of (A) the fair market value of such asset at such date of
determination and (B) the amount of such Indebtedness, (vii) all Indebtedness of
other Persons Guaranteed by such Person to the extent such Indebtedness is
Guaranteed by such Person and (viii) to the extent not otherwise included in
this definition, obligations under Currency Agreements and Interest Rate
Agreements. The amount of Indebtedness of any Person at any date shall be the
outstanding balance at such date of all unconditional obligations as described
above and, with respect to contingent obligations, the maximum liability upon
the occurrence of the contingency giving rise to the obligation, provided (A)
that the amount outstanding at any time of any Indebtedness issued with original
issue discount is the face amount of such Indebtedness less the remaining
unamortized portion of the original issue discount of such Indebtedness at the
time of its issuance as determined in conformity with GAAP, (B) that money
borrowed and set aside at the time of the Incurrence of any Indebtedness in
order to prefund the payment of the interest on such Indebtedness shall not be
deemed to be "Indebtedness" so long as such money is held to secure the payment
of such interest and (C) that Indebtedness shall not include any liability for
federal, state, local or other taxes.

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



<PAGE>

<PAGE>

                                       11


         "Interest Payment Date" means each semiannual interest payment date on
January 15 and July 15 of each year, commencing January 15, 1999.

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

         "Investment" in any Person means any direct or indirect advance, loan
or other extension of credit (including, without limitation, by way of Guarantee
or similar arrangement; but excluding advances to customers in the ordinary
course of business that are, in conformity with GAAP, recorded as accounts
receivable on the balance sheet of the Company or its Restricted Subsidiaries)
or capital contribution to (by means of any transfer of cash or other property
to others or any payment for property or services for the account or use of
others), or any purchase or acquisition of Capital Stock, bonds, notes,
debentures or other similar instruments issued by, such Person and shall include
(i) the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and
(ii) the fair market value of the Capital Stock (or any other Investment), held
by the Company or any of its Restricted Subsidiaries, of (or in) any Person that
has ceased to be a Restricted Subsidiary, including without limitation, by
reason of any transaction permitted by clause (iii) of Section 4.06; provided
that the fair market value of the Investment remaining in any Person that has
ceased to be a Restricted Subsidiary shall not exceed the aggregate amount of
Investments previously made in such Person valued at the time such Investments
were made less the net reduction of such Investments. For purposes of the
definition of "Unrestricted Subsidiary" and Section 4.04, (i) "Investment" shall
include the fair market value of the assets (net of liabilities (other than
liabilities to the Company or any of its Restricted Subsidiaries)) of any
Restricted Subsidiary at the time that such Restricted Subsidiary is designated
an Unrestricted Subsidiary, (ii) the fair market value of the assets (net of
liabilities (other than liabilities to the Company or any of its Restricted
Subsidiaries)) of any Unrestricted Subsidiary at the time that such Unrestricted
Subsidiary is designated a Restricted Subsidiary shall be considered a reduction
in outstanding Investments and (iii) any property transferred to or from an
Unrestricted Subsidiary shall be valued at its fair market value at the time of
such transfer.

         "Investment Grade" means a rating of the Notes by both S&P and Moody's,
each such rating being in one of such agency's four highest generic rating
categories that signifies investment grade (i.e., BBB- (or the equivalent) or
higher by S&P and Baa3 (or the equivalent) or higher by Moody's); provided, in
each case, such ratings are publicly available; provided further, that in the
event Moody's or S&P is no longer in existence, for purposes of determining
whether the Notes are rated "Investment Grade," such organization may be
replaced by a nationally recognized statistical rating organization (as defined
in Rule 436 under the Securities Act) designated by the Obligors, notice of
which designation shall be given to the Trustee.



<PAGE>

<PAGE>

                                       12


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

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

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

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

         "Offer to Purchase" means an offer to purchase Notes by the Obligors
from the Holders commenced by mailing a notice to the Trustee and each Holder
stating: (i) the covenant pursuant



<PAGE>

<PAGE>

                                       13


to which the offer is being made and that all Notes validly tendered will be
accepted for payment on a pro rata basis; (ii) the purchase price and the date
of purchase (which shall be a Business Day no earlier than 30 days nor later
than 60 days from the date such notice is mailed) (the "Payment Date"); (iii)
that any Note not tendered will continue to accrue interest pursuant to its
terms; (iv) that, unless the Obligors default in the payment of the purchase
price, any Note accepted for payment pursuant to the Offer to Purchase shall
cease to accrue interest on and after the Payment Date; (v) that Holders
electing to have a Note purchased pursuant to the Offer to Purchase will be
required to surrender the Note, together with the form entitled "Option of the
Holder to Elect Purchase" on the reverse side of the Note completed, to the
Paying Agent at the address specified in the notice prior to the close of
business on the Business Day immediately preceding the Payment Date; (vi) that
Holders will be entitled to withdraw their election if the Paying Agent
receives, not later than the close of business on the third Business Day
immediately preceding the Payment Date, a telegram, facsimile transmission or
letter setting forth the name of such Holder, the principal amount of Notes
delivered for purchase and a statement that such Holder is withdrawing his
election to have such Notes purchased; and (vii) that Holders whose Notes are
being purchased only in part will be issued new Notes equal in principal amount
to the unpurchased portion of the Notes surrendered; provided that each Note
purchased and each new Note issued shall be in a principal amount of $1,000 or
an integral multiple thereof. On the Payment Date, the Obligors shall (i) accept
for payment on a pro rata basis Notes or portions thereof tendered pursuant to
an Offer to Purchase; (ii) deposit with the Paying Agent money sufficient to pay
the purchase price of all Notes or portions thereof so accepted; and (iii)
deliver, or cause to be delivered, to the Trustee all Notes or portions thereof
so accepted together with an Officers' Certificate specifying the Notes or
portions thereof accepted for payment by the Obligors. The Paying Agent shall
promptly mail to the Holders of Notes so accepted payment in an amount equal to
the purchase price, and the Trustee shall promptly authenticate and mail to such
Holders a new Note equal in principal amount to any unpurchased portion of the
Note surrendered; provided that each Note purchased and each new Note issued
shall be in a principal amount of $1,000 or an integral multiple thereof. The
Obligors will publicly announce the results of an Offer to Purchase as soon as
practicable after the Payment Date. The Trustee shall act as the Paying Agent
for an Offer to Purchase. The Company will comply with Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable, in the event that the Obligors
are required to repurchase Notes pursuant to an Offer to Purchase.

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

         "Officers' Certificate" means a certificate signed by one Officer
listed in clause (i) of the definition thereof and one Officer listed in clause
(ii) of the definition thereof or two Officers listed in clause (i) of the
definition thereof. Each Officers' Certificate (other than certificates



<PAGE>

<PAGE>


                                       14

provided pursuant to TIA Section 314(a)(4)) shall include the statements
provided for in Section 10.04.

         "Opinion of Counsel" means a written opinion signed by legal counsel,
who may be an employee of or counsel to the Company, that meets the requirements
of Section 10.04 hereof.

         "Parent Company Debt" means Indebtedness of the Company to any Existing
Stockholder that is subordinated in right of payment to the Notes, as evidenced
by a promissory note dated the date of the Reorganization, and any additional
notes issued pursuant to the terms of such note.

         "Paying Agent" has the meaning provided in Section 2.03, except that,
for the purposes of Article Eight, the Paying Agent shall not be the Company or
a Subsidiary of the Company or an Affiliate of any of them. The term "Paying
Agent" includes any additional Paying Agent.

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

         "Permitted Investment" means (i) an Investment in the Company or a
Restricted Subsidiary or a Person which will, upon the making of such
Investment, become a Restricted Subsidiary or be merged or consolidated with or
into, or transfer or convey all or substantially all its assets to, the Company
or a Restricted Subsidiary; provided that such Person's primary business is
related, ancillary or complementary to the businesses of the Company and its
Restricted Subsidiaries on the date of such Investment; (ii) Temporary Cash
Investments; (iii) payroll, travel and similar advances to cover matters that
are expected at the time of such advances ultimately to be treated as expenses
in accordance with GAAP; (iv) stock, obligations or securities received in
settlement of Indebtedness Incurred in the ordinary course of business, upon
foreclosure of a Lien created in the ordinary course of business or in
satisfaction of judgments, including in connection with a bankruptcy proceeding;
(v) Investments in prepaid expenses, negotiable instruments held for collection
and lease, utility and worker's compensation, performance and other similar
deposits; (vi) Interest Rate Agreements and Currency Agreements designed solely
to protect the Company or its Restricted Subsidiaries against fluctuations in
interest rates or foreign currency exchange rates; (vii) loans or advances to
officers or employees of the Company or any Restricted Subsidiary that do not in
the aggregate exceed $2 million at any time outstanding; and (viii) Investments
in any Person that is engaged in the telecommunications business and that is not
an Affiliate or a Related Person of the Company.

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



<PAGE>

<PAGE>

                                       15


delinquent or being contested in good faith by appropriate legal proceedings
promptly instituted and diligently conducted and for which a reserve or other
appropriate provision, if any, as shall be required in conformity with GAAP
shall have been made; (iii) Liens incurred or deposits made in the ordinary
course of business in connection with workers' compensation, unemployment
insurance and other types of social security; (iv) Liens incurred or deposits
made to secure the performance of tenders, bids, leases, statutory or regulatory
obligations, bankers' acceptances, surety and appeal bonds, government
contracts, performance and return-of-money bonds and other obligations of a
similar nature incurred in the ordinary course of business (exclusive of
obligations for the payment of borrowed money); (v) easements, rights-of-way,
municipal and zoning ordinances and similar charges, encumbrances, title defects
or other irregularities that do not materially interfere with the ordinary
course of business of the Company or any of its Restricted Subsidiaries; (vi)
Liens (including extensions and renewals thereof) upon real or personal property
acquired after the Closing Date; provided that (a) such Lien is created solely
for the purpose of securing Indebtedness Incurred, in accordance with Section
4.03, to finance the cost (including the cost of design, development,
acquisition, construction, installation, improvement, transportation or
integration and all transaction costs related to the foregoing) of the item of
property or assets subject thereto and such Lien is created prior to, at the
time of or within six months after the later of the acquisition, the completion
of construction or the commencement of full operation of such property, (b) the
principal amount of the Indebtedness secured by such Lien does not exceed 100%
of such cost and (c) any such Lien shall not extend to or cover any property or
assets other than such item of property or assets and any improvements on such
item; (vii) leases or subleases granted to others that do not materially
interfere with the ordinary course of business of the Company and its Restricted
Subsidiaries, taken as a whole; (viii) Liens encumbering property or assets
under construction arising from progress or partial payments by a customer of
the Company or its Restricted Subsidiaries relating to such property or assets;
(ix) any interest or title of a lessor in the property subject to any
Capitalized Lease or operating lease; (x) Liens arising from filing Uniform
Commercial Code financing statements regarding leases; (xi) Liens on property
of, or on shares of Capital Stock or Indebtedness of, any Person existing at the
time such Person becomes, or becomes a part of, any Restricted Subsidiary;
provided that such Liens do not extend to or cover any property or assets of the
Company or any Restricted Subsidiary other than the property or assets acquired;
(xii) Liens in favor of the Company or any Restricted Subsidiary; (xiii) Liens
arising from the rendering of a final judgment or order against the Company or
any Restricted Subsidiary that does not give rise to an Event of Default; (xiv)
Liens securing reimbursement obligations with respect to letters of credit that
encumber documents and other property relating to such letters of credit and the
products and proceeds thereof; (xv) Liens in favor of customs and revenue
authorities arising as a matter of law to secure payment of customs duties in
connection with the importation of goods; (xvi) Liens encumbering customary
initial deposits and margin deposits, and other Liens that are within the
general parameters customary in the industry and incurred in the ordinary course
of business, in each case, securing Indebtedness under Interest Rate Agreements
and Currency Agreements and forward contracts, options, future contracts,
futures options or similar agreements or arrangements designed solely



<PAGE>

<PAGE>

                                       16


to protect the Company or any of its Restricted Subsidiaries from fluctuations
in interest rates, currencies or the price of commodities; (xvii) Liens arising
out of conditional sale, title retention, consignment or similar arrangements
for the sale of goods entered into by the Company or any of its Restricted
Subsidiaries in the ordinary course of business in accordance with the past
practices of the Company and its Restricted Subsidiaries prior to the Closing
Date; (xviii) Liens on or sales of receivables; and (xix) Liens that secure
Indebtedness with an aggregate principal amount not in excess of $5 million at
any time outstanding.

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

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

         "Reconstitution" means the reconstitution of the Company from a limited
liability company to a corporation, whether by merger, exchange or otherwise.

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

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

         "Registrar" has the meaning provided in Section 2.03.

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

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

         "Responsible Officer", when used with respect to the Trustee, means any
officer of the Trustee with direct responsibility for the administration of this
Indenture and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his or her
knowledge of and familiarity with the particular subject.



<PAGE>

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                                       17


         "Restricted Payments" has the meaning provided in Section 4.04.

         "Restricted Subsidiary" means any Subsidiary of the Company other than
an Unrestricted Subsidiary.

         "Securities Act" means the Securities Act of 1933.

         "Security Register" has the meaning provided in Section 2.03.

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

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

         "Specified Date" means any Redemption Date, any Payment Date for an
Offer to Purchase or any date on which the Notes first become due and payable
after an Event of Default.

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

         "Strategic Subordinated Indebtedness" means Indebtedness of the Company
Incurred to finance the acquisition of a Person engaged in a business that is
related, ancillary or complementary to the business conducted by the Company or
any of its Restricted Subsidiaries, which Indebtedness by its terms, or by the
terms of any agreement or instrument pursuant to which such Indebtedness is
Incurred, (i) is expressly made subordinate in right of payment to the Notes and
(ii) provides that no payment of principal, premium or interest on, or any other
payment with respect to, such Indebtedness may be made prior to the payment in
full of all of the Company's obligations under the Notes; provided that such
Indebtedness may provide for and be repaid at any time from the proceeds of the
sale of Capital Stock of the Company (other than Disqualified Stock) or other
Indebtedness of the Company which by its terms, or by the terms of any agreement
or instrument pursuant to which such other Indebtedness is Incurred, meets
clauses (i) and (ii) above after the Incurrence of such Indebtedness.



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<PAGE>

                                       18


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

         "Tax Amount" means, with respect to any period, without duplication,
the increase in the cumulative United States Federal, state and local tax
liability of holders of equity interests in the Company (or if such holder is a
pass-through entity for United States income tax purposes, holders of its equity
interests) in respect of their interests in the Company for such period plus any
additional amounts payable to such holders to cover taxes arising from the
ownership of such equity interests, but excluding any increase in tax liability
or additional amounts payable in respect of a gain realized by a holder of an
equity interest in the Company upon the sale or disposition by such holder of an
equity interest, including without limitation, any redemption thereof by the
Company, in the Company.

         "Temporary Cash Investment" means any of the following: (i) direct
obligations of the United States of America or any agency thereof or obligations
fully and unconditionally guaranteed by the United States of America or any
agency thereof, (ii) time deposit accounts, certificates of deposit and money
market deposits maturing within one year of the date of acquisition thereof
issued by a bank or trust company which is organized under the laws of the
United States of America, any state thereof or any foreign country recognized by
the United States of America, and which bank or trust company has capital,
surplus and undivided profits aggregating in excess of $500 million (or the
foreign currency equivalent thereof) and has outstanding debt which is rated "A"
(or such similar equivalent rating) or higher by at least one nationally
recognized statistical rating organization (as defined in Rule 436 under the
Securities Act) or any money-market fund sponsored by a registered broker dealer
or mutual fund distributor, (iii) repurchase obligations with a term of not more
than 30 days for underlying securities of the types described in clause (i)
above entered into with a bank meeting the qualifications described in clause
(ii) above, (iv) commercial paper, maturing not more than one year after the
date of acquisition, issued by a corporation (other than an Affiliate of the
Company) organized and in existence under the laws of the United States of
America, any state thereof or any foreign country recognized by the United
States of America with a rating at the time as of which any Investment therein
is made of "P-1" (or higher) according to Moody's or "A-1" (or higher) according
to S&P, (v) securities with maturities of six months or less from the date of
acquisition issued or fully and unconditionally guaranteed by any state,
commonwealth or territory of the United States of America, or by any political
subdivision or taxing authority thereof, and rated at least "A" by S&P or
Moody's, (vi) corporate debt securities with maturities of eighteen months or
less from the date of acquisition and with a rating at the time as of which any
Investment therein is made of "A3" (or higher) according to Moody's or "A-" (or
higher) according to S&P and (vii) money market funds at least 95% of the assets
of which are invested in the foregoing.



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                                       19


         "TIA" or "Trust Indenture Act" means the Trust Indenture Act of 1939
(15 U.S. Code 'SS' 'SS'77aaa-77bbbb), as in effect on the date this Indenture
was executed, except as provided in Section 9.06 provided, however, that, in the
event the Trust Indenture Act of 1939 is amended after such date, "Trust
Indenture Act" or "TIA" means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.

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

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

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

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

         "Unrestricted Subsidiary" means (i) any Subsidiary of the Company that
at the time of determination shall be designated an Unrestricted Subsidiary by
the Board of Directors in the manner provided below; and (ii) any Subsidiary of
an Unrestricted Subsidiary. The Board of Directors may designate any Restricted
Subsidiary (including any newly acquired or newly formed Subsidiary of the
Company) to be an Unrestricted Subsidiary unless such Subsidiary owns any
Capital Stock of, or owns or holds any Lien on any property of, the Company or
any Restricted Subsidiary; provided that (A) any Guarantee by the Company or any
Restricted Subsidiary of any Indebtedness of the Subsidiary being so designated
shall be deemed an "Incurrence" of such Indebtedness and an "Investment" by the
Company or such Restricted Subsidiary (or both, if applicable) at the time of
such designation; (B) either (I) the Subsidiary to be so designated has total
assets of $1,000 or less or (II) if such Subsidiary has assets greater than
$1,000, such designation would be permitted under Section 4.04 and (C) if
applicable, the Incurrence of Indebtedness and the Investment referred to in
clause (A) of this proviso would be permitted under Section 4.03 and Section
4.04. The Board of Directors may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided that (i) no Default or Event of Default shall
have occurred and be continuing at the time of or after giving effect to such
designation and (ii) all Liens and Indebtedness of such Unrestricted Subsidiary
outstanding immediately after such designation would, if Incurred at such time,
have been permitted to be Incurred (and shall be deemed to have



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                                       20


been Incurred) for all purposes of this Indenture. Any such designation by the
Board of Directors shall be evidenced to the Trustee by promptly filing with the
Trustee a copy of the Board Resolution giving effect to such designation and an
Officers' Certificate certifying that such designation complied with the
foregoing provisions.

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

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

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

         SECTION 1.02. Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

          "indenture securities" means the Notes;

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

          "indenture to be qualified" means this Indenture;

          "indenture trustee" or "institutional trustee" means the Trustee; and



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                                       21


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

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

         SECTION 1.03. Rules of Construction. Unless the context otherwise
requires:

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

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

                  (iii) "or" is not exclusive;

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

                  (v) provisions apply to successive events and transactions;

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

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

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

                                   ARTICLE TWO
                                    THE NOTES

         SECTION 2.01. Form and Dating. The Notes and the Trustee's certificate
of authentication shall be substantially in the form annexed hereto as Exhibit A
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture. The Notes may have notations,
legends or endorsements required by law, stock exchange agreements to which the
Obligors are subject or usage. The Obligors shall approve the form of the Notes
and any notation, legend or endorsement on the Notes. Each Note shall be dated
the date of its authentication.



<PAGE>

<PAGE>

                                       22


         The terms and provisions contained in the form of the Notes annexed
hereto as Exhibit A shall constitute, and are hereby expressly made, a part of
this Indenture. To the extent applicable, the Obligors and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and
provisions and to be bound thereby.

         The Notes shall be issued initially in the form of one or more global
Notes in registered form, substantially in the form set forth in Exhibit A (the
"Global Notes"), deposited with, or on behalf of, the Depositary, duly executed
by the Obligors and authenticated by the Trustee as hereinafter provided. Each
Global Note shall bear such legend as may be required or reasonably requested by
the Depositary.

         The definitive Notes shall be typed, printed, lithographed or engraved
or produced by any combination of these methods or may be produced in any other
manner permitted by the rules of any securities exchange on which the Notes may
be listed, all as determined by the Officers executing such Notes, as evidenced
by their execution of such Notes.

         SECTION 2.02. Execution, Authentication and Denominations. Subject to
Article Four and applicable law, the aggregate principal amount of Notes which
may be authenticated and delivered under this Indenture is unlimited. The Notes
shall be executed by an Officer of the Company and an Officer of TWT. The
signature of these Officers on the Notes may be by facsimile or manual signature
in the name and on behalf of the Obligors.

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

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

         At any time and from time to time after the execution of this
Indenture, the Trustee or an authenticating agent shall upon receipt of a
Company Order authenticate for original issue Global Notes in the aggregate
principal amount specified in such Company Order; provided that the Trustee
shall be entitled to receive an Officers' Certificate and an Opinion of Counsel
of the Company in connection with such authentication of Notes. Such Company
Order shall specify the amount of Global Notes to be authenticated and the date
on which the original issue of Notes is to be authenticated and, in case of an
issuance of Notes pursuant to Section 2.12, shall certify that such issuance is
in compliance with Article Four.

         The Trustee may appoint an authenticating agent to authenticate Notes.
An authenticating agent may authenticate Notes whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes
authentication by such authenticating agent. An



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<PAGE>

                                       23


authenticating agent has the same rights as an Agent to deal with the Obligors
or an Affiliate of the Obligors.

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

         SECTION 2.03. Registrar and Paying Agent. The Obligors shall maintain
an office or agency where Notes may be presented for registration of transfer or
for exchange (the "Registrar"), an office or agency where Notes may be presented
for payment (the "Paying Agent") and an office or agency where notices and
demands to or upon the Obligors in respect of the Notes and this Indenture may
be served, which shall be in the Borough of Manhattan, The City of New York. The
Obligors shall cause the Registrar to keep a register of the Notes and of their
transfer and exchange (the "Security Register"). The Security Register shall be
in written form or any other form capable of being converted into written form
within a reasonable time. The Obligors may have one or more co-Registrars and
one or more additional Paying Agents.

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

         The Obligors initially appoint the Trustee as Registrar, Paying Agent,
and agent for service of notice and demands. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Holders and shall otherwise comply with TIA'SS'
312(a). If the Trustee is not the Registrar, the Obligors shall furnish to the
Trustee as of each Regular Record Date and at such other times as the Trustee
may reasonably request the names and addresses of Holders as they appear in the
Security Register, including the aggregate principal amount of Notes held by
each Holder. At the option of the Company, payment of principal and interest may
be made by check mailed to the address of the Holders as such address appears in
the Security Register.



<PAGE>

<PAGE>

                                       24


         SECTION 2.04. Paying Agent to Hold Money in Trust. Not later than 11:00
a.m. (New York City time) on each due date of the principal, premium, if any,
and interest on any Notes, the Obligors shall deposit with the Paying Agent
money in immediately available funds sufficient to pay such principal, premium,
if any, and interest so becoming due. The Obligors shall require each Paying
Agent other than the Trustee to agree in writing that such Paying Agent shall
hold in trust for the benefit of the Holders or the Trustee all money held by
the Paying Agent for the payment of principal of, premium, if any, and interest
on the Notes (whether such money has been paid to it by the Obligors or any
other obligor on the Notes), and such Paying Agent shall promptly notify the
Trustee of any default by the Obligors (or any other obligor on the Notes) in
making any such payment. The Obligors at any time may require a Paying Agent to
pay all money held by it to the Trustee and account for any funds disbursed, and
the Trustee may at any time during the continuance of any payment default, upon
written request to a Paying Agent, require such Paying Agent to pay all money
held by it to the Trustee and to account for any funds disbursed. Upon doing so,
the Paying Agent shall have no further liability for the money so paid over to
the Trustee. If the Company, TWT or any Subsidiary of the Company or any
Affiliate of any of them acts as Paying Agent, it will, on or before each due
date of any principal of, premium, if any, or interest on the Notes, segregate
and hold in a separate trust fund for the benefit of the Holders a sum of money
sufficient to pay such principal, premium, if any, or interest so becoming due
until such sum of money shall be paid to such Holders or otherwise disposed of
as provided in this Indenture, and will promptly notify the Trustee of its
action or failure to act.

         SECTION 2.05. Transfer and Exchange. When Notes are presented to the
Registrar or a co-Registrar with a request to register the transfer or to
exchange them for an equal principal amount of Notes of other authorized
denominations, the Registrar shall register the transfer or make the exchange as
requested if its requirements for such transactions are met (including that such
Notes are duly endorsed or accompanied by a written instrument of transfer in
form satisfactory to the Trustee and Registrar duly executed by the Holder
thereof or by an attorney who is authorized in writing to act on behalf of the
Holder). To permit registrations of transfers and exchanges, the Obligors shall
execute and the Trustee shall authenticate Notes at the Registrar's request. No
service charge shall be made for any registration of transfer or exchange or
redemption of the Notes, but the Obligors may require payment of a sum
sufficient to cover any transfer tax or similar governmental charge payable in
connection therewith (other than any such transfer taxes or other similar
governmental charge payable upon exchanges pursuant to Section 2.08, 3.08 or
9.04).

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



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<PAGE>


                                       25

Note so selected for redemption in whole or in part, except the unredeemed
portion of any Note being redeemed in part.

         Notwithstanding any other provisions of this Section 2.05, unless and
until it is exchanged in whole or in part for Notes in definitive registered
form, the Global Notes representing all or a portion of the Notes may not be
transferred except as a whole by the Depositary to a nominee of such Depositary
or by a nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary.

         Members of, or participants in, the Depositary (the "Agent Members")
shall have no rights under this Indenture with respect to any Global Note held
on their behalf by the Depositary, or the Trustee as its custodian, or under
such Global Note, and the Depositary may be treated by the Company, the Trustee
and any agent of the Company or the Trustee as the absolute owner of such Global
Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein
shall prevent that Company, the Trustee or any agent of the Company or the
Trustee, from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or impair, as between the Depositary
and its Agent Members, the operation of customary practices governing the
exercise of the rights of a Holder of any Note.

         If the Depositary notifies the Obligors that it is unwilling or unable
to continue as Depositary for the Global Notes or if at any time the Depositary
shall no longer be eligible under the next sentence of this paragraph, the
Obligors shall appoint a successor Depositary with respect to the Notes. Each
Depositary appointed pursuant to this Section 2.05 must, at the time of its
appointment and at all times while it serves as Depositary, be a clearing agency
registered under the Exchange Act and any other applicable statute or
regulation. The Obligors will execute, and the Trustee, upon receipt of an
authentication order, will authenticate and deliver, Notes in definitive
registered form in any authorized denominations, in an aggregate principal
amount equal to the principal amount of the Global Note or Notes representing
such Notes in exchange for such Global Note or Notes if (i) the Depositary
notifies the Obligors that it is unwilling or unable to continue as Depositary
for the Global Notes or if at any time the Depositary shall no longer be
eligible to serve as Depositary and a successor Depositary for the Notes is not
appointed by the Obligors within 60 days after the Obligors receive such notice
or becomes aware of such ineligibility or (ii) an Event of Default has occurred
and is continuing.

         The Obligors may at any time and in their sole discretion determine
that the Notes shall no longer be represented by a Global Note or Notes. In such
event the Obligors will execute, and the Trustee will, upon receipt of an
authentication order, authenticate and deliver, Notes in definitive registered
form in any authorized denominations, in an aggregate principal amount equal to
the principal amount of the Global Note or Notes representing such Notes in
exchange for such Global Note or Notes.



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<PAGE>

                                       26


         Upon the exchange of a Global Note for Notes in definitive registered
form, without coupons, in authorized denominations, such Global Note shall be
cancelled by the Trustee. Notes in definitive registered form issued in exchange
for a Global Note pursuant to this Section 2.05 shall be registered in such
names and in such authorized denominations as the Depositary for such Global
Note, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to
or as directed by the Persons in whose names such Notes are so registered.

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

         SECTION 2.06. Replacement Notes. If a mutilated Note is surrendered to
the Trustee or if the Holder claims that the Note has been lost, destroyed or
wrongfully taken, then, in the absence of notice to the Obligors or the Trustee
that such Note has been acquired by a bona fide purchaser, the Obligors shall
issue and the Trustee shall authenticate a replacement Note of like tenor and
principal amount and bearing a number not contemporaneously outstanding;
provided that the requirements of this Section 2.06 are met. If required by the
Trustee or the Obligors, an indemnity bond must be furnished that is sufficient
in the judgment of both the Trustee and the Obligors to protect the Obligors,
the Trustee or any Agent from any loss that any of them may suffer if a Note is
replaced. The Obligors may charge such Holder for its expenses and the expenses
of the Trustee in replacing a Note. In case any such mutilated, lost, destroyed
or wrongfully taken Note has become or is about to become due and payable, the
Obligors in their discretion may pay such Note instead of issuing a new Note in
replacement thereof.

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

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

         SECTION 2.07. Outstanding Notes. Notes outstanding at any time are all
Notes that have been authenticated by the Trustee except for those cancelled by
it, those delivered to it for cancellation and those described in this Section
2.07 as not outstanding.

         If a Note is replaced pursuant to Section 2.06, it ceases to be
outstanding unless and until the Trustee and the Obligors receive proof
satisfactory to them that the replaced Note is held by a bona fide purchaser.



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<PAGE>

                                       27


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

         A Note does not cease to be outstanding because an Obligor or one of
its Affiliates holds such Note, provided, however, that in determining whether
the Holders of the requisite principal amount of the outstanding Notes have
given any request, demand, authorization, direction, notice, consent or waiver
hereunder, Notes owned by an Obligor or any other obligor upon the Notes or any
Affiliate of an Obligor 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 Notes which the Trustee has actual knowledge to
be so owned shall be so disregarded. Notes so owned which have been pledged in
good faith may be regarded as outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Notes and that the pledgee is not an Obligor or any other obligor upon the Notes
or any Affiliate of an Obligor or of such other obligor.

         SECTION 2.08. Temporary Notes. Until definitive Notes are ready for
delivery, the Obligors may prepare and execute and the Trustee shall
authenticate temporary Notes. Temporary Notes shall be substantially in the form
of definitive Notes but may have insertions, substitutions, omissions and other
variations determined to be appropriate by the Officers executing the temporary
Notes, as evidenced by their execution of such temporary Notes. If temporary
Notes are issued, the Obligors will cause definitive Notes to be prepared
without unreasonable delay. After the preparation of definitive Notes, the
temporary Notes shall be exchangeable for definitive Notes upon surrender of the
temporary Notes at the office or agency of the Obligors designated for such
purpose pursuant to Section 4.02, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Notes the Obligors shall execute
and the Trustee shall authenticate and deliver in exchange therefor a like
principal amount of definitive Notes of authorized denominations. Until so
exchanged, the temporary Notes shall be entitled to the same benefits under this
Indenture as definitive Notes.

         SECTION 2.09. Cancellation. The Obligors at any time may deliver to the
Trustee for cancellation any Notes previously authenticated and delivered
hereunder which the Obligors may have acquired in any manner whatsoever, and may
deliver to the Trustee for cancellation any Notes previously authenticated
hereunder which the Obligors have not issued and sold. The Registrar and the
Paying Agent shall forward to the Trustee any Notes surrendered to them for
registration of transfer, exchange or payment. The Trustee (and no one else)
shall cancel all Notes surrendered for registration of transfer, exchange,
payment, replacement or cancellation and shall dispose of them in accordance
with its normal procedure.



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                                       28


         SECTION 2.10. CUSIP Numbers. The Obligors in issuing the Notes may use
a "CUSIP" number (if then generally in use), and the Obligors and the Trustee
shall use such "CUSIP" number in notices of redemption or exchange as a
convenience to Holders; provided that any such notice shall state that no
representation is made as to the correctness of such CUSIP number either as
printed on the Notes or as contained in any notice of redemption or exchange and
that reliance may be placed only on the other identification numbers printed on
the Notes; and provided further that failure to use CUSIP numbers in any notice
of redemption or exchange shall not affect the validity or sufficiency of such
notice. The Obligors shall promptly notify the Trustee of any change in "CUSIP"
number for the Notes.

         SECTION 2.11. Defaulted Interest. If the Obligors default in a payment
of interest on the Notes, they shall pay, or shall deposit with the Paying Agent
money in immediately available funds sufficient to pay, the defaulted interest,
plus (to the extent lawful) any interest payable on the defaulted interest, to
the Persons who are Holders on a subsequent special record date. A special
record date, as used in this Section 2.11 with respect to the payment of any
defaulted interest, shall mean the 15th day next preceding the date fixed by the
Obligors for the payment of defaulted interest, whether or not such day is a
Business Day. At least 15 days before the subsequent special record date, the
Obligors shall mail to each Holder and to the Trustee a notice that states the
subsequent special record date, the payment date and the amount of defaulted
interest to be paid.

         SECTION 2.12. Issuance of Additional Notes. The Obligors may, subject
to Article Four of this Indenture and applicable law, issue additional Notes
under this Indenture. The Notes issued on the Closing Date and any additional
Notes subsequently issued shall be treated as a single class for all purposes
under this Indenture.

                                  ARTICLE THREE
                                   REDEMPTION

         SECTION 3.01. Right of Redemption. (a) The Notes are redeemable, at the
Obligors' option, in whole or in part, at any time or from time to time, on or
after July 15, 2003 and prior to maturity, upon not less than 30 nor more than
60 days' prior notice mailed by first-class mail to each Holder's last address,
as it appears in the Security Register, at the following Redemption Prices
(expressed in percentages of principal amount), plus accrued and unpaid
interest, if any, to the Redemption Date (subject to the right of Holders of
record on the relevant Regular Record Date that is on or prior to the Redemption
Date to receive interest due on an Interest Payment Date), if redeemed during
the 12-month period commencing July 15 of the years set forth below:

<PAGE>

<PAGE>

                                     29

<TABLE>
<CAPTION>
                                                      Redemption
           Year                                         Price
           ----                                         -----
          <S>                                         <C>     
          2003...............................         104.875%
          2004...............................         103.250%
          2005...............................         101.625%
          2006 and thereafter................         100.000%
</TABLE>

         (b) In addition, at any time prior to July 15, 2001, the Obligors may
redeem up to 35% of the aggregate principal amount of the Notes with the net
proceeds of one or more Equity Offerings, at any time or from time to time, at a
Redemption Price (expressed as a percentage of principal amount) of 109.750%,
plus accrued and unpaid interest to the Redemption Date (subject to the rights
of Holders of record on the relevant Regular Record Date that is on or prior to
the Redemption Date to receive interest due on an Interest Payment Date);
provided that (i) at least 65% of the aggregate principal amount of Notes
originally issued on the Closing Date remains outstanding after each such
redemption and (ii) notice of such redemption is mailed within 90 days of the
related Equity Offering.

         SECTION 3.02. Notices to Trustee. If the Obligors elect to redeem Notes
pursuant to Section 3.01(a) or (b), they shall notify the Trustee in writing of
the Redemption Date and the principal amount of Notes to be redeemed and the
clause of this Indenture pursuant to which redemption shall occur.

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

         SECTION 3.03. Selection of Notes to Be Redeemed. If less than all of
the Notes are to be redeemed at any time, the Trustee shall select the Notes to
be redeemed in compliance with the requirements, as certified to it by the
Obligors, of the principal national securities exchange, if any, on which the
Notes are listed or, if the Notes are not listed on a national securities
exchange or automated quotation system, by lot or by such other method as the
Trustee in its sole discretion shall deem fair and appropriate; provided that no
Note of $1,000 in principal amount or less shall be redeemed in part.

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



<PAGE>

<PAGE>

                                       30


         SECTION 3.04. Notice of Redemption. With respect to any redemption of
Notes pursuant to Section 3.01, at least 30 days but not more than 60 days
before a Redemption Date, the Obligors shall mail a notice of redemption by
first-class mail to each Holder whose Notes are to be redeemed.

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

                  (i) the Redemption Date;

                  (ii) the Redemption Price;

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

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

                  (v) that, unless the Obligors default in making the redemption
         payment, interest on Notes called for redemption ceases to accrue on
         and after the Redemption Date and the only remaining right of the
         Holders is to receive payment of the Redemption Price plus accrued and
         unpaid interest to the Redemption Date upon surrender of the Notes to
         the Paying Agent;

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

                  (vii) that, if any Note contains a CUSIP number as provided in
         Section 2.10, no representation is being made as to the correctness of
         the CUSIP number either as printed on the Notes or as contained in the
         notice of redemption and that reliance may be placed only on the other
         identification numbers printed on the Notes.

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



<PAGE>

<PAGE>

                                       31


         SECTION 3.05. Effect of Notice of Redemption. Once notice of redemption
is mailed, Notes called for redemption become due and payable on the Redemption
Date and at the Redemption Price. Upon surrender of any Notes to the Paying
Agent, such Notes shall be paid at the Redemption Price, plus accrued and unpaid
interest, if any, to the Redemption Date.

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

         SECTION 3.06. Deposit of Redemption Price. On or prior to any
Redemption Date, the Obligors shall deposit with the Paying Agent (or, if one of
the Obligors is acting as the Paying Agent, shall segregate and hold in trust as
provided in Section 2.04) money sufficient to pay the Redemption Price of and
accrued and unpaid interest on all Notes to be redeemed on that date other than
Notes or portions thereof called for redemption on that date that have been
delivered by the Obligors to the Trustee for cancellation.

         SECTION 3.07. Payment of Notes Called for Redemption. If notice of
redemption has been given in the manner provided above, the Notes or portion of
Notes specified in such notice to be redeemed shall become due and payable on
the Redemption Date at the Redemption Price stated therein, together with
accrued and unpaid interest to such Redemption Date, and on and after such date
(unless the Obligors shall default in the payment of such Notes at the
Redemption Price and accrued and unpaid interest to the Redemption Date, in
which case the principal, until paid, shall bear interest from the Redemption
Date at the rate prescribed in the Notes), such Notes shall cease to accrue
interest. Upon surrender of any Note for redemption in accordance with a notice
of redemption, such Note shall be paid and redeemed by the Obligors at the
Redemption Price, together with accrued and unpaid interest, if any, to the
Redemption Date; provided that installments of interest whose Stated Maturity is
on or prior to the Redemption Date shall be payable to the Holders registered as
such at the close of business on the relevant Regular Record Date.

         SECTION 3.08. Notes Redeemed in Part. Upon surrender of any Note that
is redeemed in part, the Obligors shall execute and the Trustee shall
authenticate and deliver to the Holder without service charge, a new Note equal
in principal amount to the unredeemed portion of such surrendered Note.



<PAGE>

<PAGE>

                                       32

                                  ARTICLE FOUR
                                    COVENANTS

         SECTION 4.01. Payment of Notes. The Obligors shall pay the principal
of, premium, if any, and interest on the Notes on the dates and in the manner
provided in the Notes and this Indenture. An installment of principal, premium,
if any, or interest shall be considered paid on the date due if the Trustee or
Paying Agent (other than the Company, a Subsidiary of the Company, or any
Affiliate of any of them) holds on that date money designated for and sufficient
to pay the installment. If the Company, TWT, or any Subsidiary of the Company or
any Affiliate of any of them acts as Paying Agent, an installment of principal,
premium, if any, or interest shall be considered paid on the due date if the
entity acting as Paying Agent complies with the last sentence of Section 2.04.
As provided in Section 6.09, upon any bankruptcy or reorganization procedure
relative to the Obligors, the Trustee shall serve as the Paying Agent, if any,
for the Notes.

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

         SECTION 4.02. Maintenance of Office or Agency. The Obligors will
maintain in the Borough of Manhattan, The City of New York, an office or agency
where Notes may be surrendered for registration of transfer or exchange or for
presentation for payment and where notices and demands to or upon the Obligors
in respect of the Notes and this Indenture may be served. The Obligors 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 Obligors shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the address of the Trustee set forth in Section 10.02.

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

         The Obligors hereby initially designate the Corporate Trust Office of
the Trustee as such office of the Obligors in accordance with Section 2.03.

         SECTION 4.03. Limitation on Indebtedness. (a) The Company will not, and
will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness
(other than the Notes and



<PAGE>

<PAGE>

                                       33


Indebtedness existing on the Closing Date); provided that the Company may Incur
Indebtedness if, after giving effect to the Incurrence of such Indebtedness and
the receipt and application of the proceeds therefrom, the Consolidated Leverage
Ratio would be greater than zero and less than 6.0:1.

         Notwithstanding the foregoing, the Company and any Restricted
Subsidiary (except as specified below) may Incur each and all of the following:
(i) Indebtedness outstanding at any time in an aggregate principal amount not to
exceed $300 million, less any amount of such Indebtedness permanently repaid as
provided under Section 4.11; (ii) Indebtedness owed (A) to the Company evidenced
by a promissory note or (B) to any Restricted Subsidiary; provided that any
event which results in any such Restricted Subsidiary ceasing to be a Restricted
Subsidiary or any subsequent transfer of such Indebtedness (other than to the
Company or another Restricted Subsidiary) shall be deemed, in each case, to
constitute an Incurrence of such Indebtedness not permitted by this clause (ii);
(iii) Indebtedness issued in exchange for, or the net proceeds of which are used
to refinance or refund, then outstanding Indebtedness (other than Indebtedness
Incurred under clause (i), (ii), (iv), (vi), (viii) or (ix) of this paragraph)
and any refinancings thereof in an amount not to exceed the amount so refinanced
or refunded (plus premiums, accrued interest, fees and expenses); provided that
Indebtedness the proceeds of which are used to refinance or refund the Notes or
Indebtedness that is pari passu with, or subordinated in right of payment to,
the Notes shall only be permitted under this clause (iii) if (A) in case the
Notes are refinanced in part or the Indebtedness to be refinanced is pari passu
with the Notes, such new Indebtedness, by its terms or by the terms of any
agreement or instrument pursuant to which such new Indebtedness is outstanding,
is expressly made pari passu with, or subordinate in right of payment to, the
remaining Notes, (B) in case the Indebtedness to be refinanced is subordinated
in right of payment to the Notes, such new Indebtedness, by its terms or by the
terms of any agreement or instrument pursuant to which such new Indebtedness is
issued or remains outstanding, is expressly made subordinate in right of payment
to the Notes at least to the extent that the Indebtedness to be refinanced is
subordinated to the Notes and (C) such new Indebtedness, determined as of the
date of Incurrence of such new Indebtedness, does not mature prior to the Stated
Maturity of the Indebtedness to be refinanced or refunded, and the Average Life
of such new Indebtedness is at least equal to the remaining Average Life of the
Indebtedness to be refinanced or refunded; and provided further that in no event
may Indebtedness of the Company be refinanced by means of any Indebtedness of
any Restricted Subsidiary pursuant to this clause (iii); (iv) Indebtedness (A)
in respect of performance, surety or appeal bonds provided in the ordinary
course of business, (B) under Currency Agreements and Interest Rate Agreements;
provided that such agreements (a) are designed solely to protect the Company or
its Restricted Subsidiaries against fluctuations in foreign currency exchange
rates or interest rates and (b) do not increase the Indebtedness of the obligor
outstanding at any time other than as a result of fluctuations in foreign
currency exchange rates or interest rates or by reason of fees, indemnities and
compensation payable thereunder, and (C) arising from agreements providing for
indemnification, adjustment of purchase price or similar obligations, or from
Guarantees or letters



<PAGE>

<PAGE>

                                       34


of credit, surety bonds or performance bonds securing any obligations of the
Company or any of its Restricted Subsidiaries pursuant to such agreements, in
any case Incurred in connection with the disposition of any business, assets or
Restricted Subsidiary (other than Guarantees of Indebtedness Incurred by any
Person acquiring all or any portion of such business, assets or Restricted
Subsidiary for the purpose of financing such acquisition), in a principal amount
not to exceed the gross proceeds actually received by the Company or any
Restricted Subsidiary in connection with such disposition; (v) Indebtedness of
the Company, to the extent the net proceeds thereof are promptly (A) used to
purchase Notes tendered in an Offer to Purchase made as a result of a Change of
Control or (B) deposited to defease the Notes pursuant to Article Eight; (vi)
Guarantees of the Notes and Guarantees of Indebtedness of the Company by any
Restricted Subsidiary provided the Guarantee of such Indebtedness is permitted
by and made in accordance with Section 4.07; (vii) Indebtedness Incurred to
finance the cost (including the cost of design, development, acquisition,
construction, installation, improvement, transportation or integration and all
transaction costs related to the foregoing) to acquire equipment, inventory or
network assets (including acquisitions by way of Capitalized Lease and
acquisitions of the Capital Stock of a Person that becomes a Restricted
Subsidiary to the extent of the fair market value of the equipment, inventory or
network assets so acquired plus goodwill associated therewith) by the Company or
a Restricted Subsidiary after the Closing Date; (viii) Indebtedness of the
Company not to exceed, at any one time outstanding, two times (A) the Net Cash
Proceeds received by the Company after the Closing Date from the issuance and
sale of its Capital Stock (other than Disqualified Stock) to a Person that is
not a Subsidiary of the Company, to the extent (I) such Net Cash Proceeds have
not been used pursuant to clause (C)(2) of the first paragraph or clause (iii),
(iv), (vi) or (vii) of the second paragraph of Section 4.04 to make a Restricted
Payment and (II) if such Net Cash Proceeds are used to consummate a transaction
pursuant to which the Company Incurs Acquired Indebtedness, the amount of such
Net Cash Proceeds exceeds one-half of the amount of Acquired Indebtedness so
Incurred and (B) 80% of the fair market value of property (other than cash and
cash equivalents) received by the Company after the Closing Date from the sale
of its Capital Stock (other than Disqualified Stock) to a Person that is not a
Subsidiary of the Company, to the extent (I) such sale of Capital Stock has not
been used pursuant to clause (iii), (iv), (vi) or (vii) of the second paragraph
of Section 4.04 to make a Restricted Payment and (II) if such Capital Stock is
used to consummate a transaction pursuant to which the Company Incurs Acquired
Indebtedness, 80% of the fair market value of the property received exceeds
one-half of the amount of Acquired Indebtedness so Incurred; provided that such
Indebtedness does not mature prior to the Stated Maturity of the Notes and has
an Average Life longer than the Notes; (ix) Acquired Indebtedness; (x) Strategic
Subordinated Indebtedness; and (xi) subordinated Indebtedness of the Company (in
addition to Indebtedness permitted under clauses (i) through (x) above) in an
aggregate principal amount outstanding at any time not to exceed $200 million,
less any amount of such Indebtedness permanently repaid as provided under
Section 4.11.

         (b) Notwithstanding any other provision of this Section 4.03, the
maximum amount of Indebtedness that the Company or a Restricted Subsidiary may
Incur pursuant to this Section


<PAGE>

<PAGE>

                                       35


4.03 shall not be deemed to be exceeded, with respect to any outstanding
Indebtedness due solely to the result of fluctuations in the exchange rates of
currencies.

         (c) For purposes of determining any particular amount of Indebtedness
under this Section 4.03, (1) Guarantees, Liens or obligations with respect to
letters of credit supporting Indebtedness otherwise included in the
determination of such particular amount shall not be included and (2) any Liens
granted pursuant to the equal and ratable provisions referred to in Section 4.09
shall not be treated as Indebtedness. For purposes of determining compliance
with this Section 4.03, in the event that an item of Indebtedness meets the
criteria of more than one of the types of Indebtedness described in the above
clauses, the Obligors, in their sole discretion, shall classify, and from time
to time may reclassify, such item of Indebtedness and only be required to
include the amount and type of such Indebtedness in one of such clauses.

         (d) For purposes of determining compliance with any Dollar-denominated
restriction on the Incurrence of Indebtedness denominated in a foreign currency,
the Dollar-equivalent principal amount of such Indebtedness Incurred pursuant
thereto shall be calculated based on the relevant currency exchange rate in
effect on the date that such Indebtedness was Incurred, provided that (x) the
Dollar-equivalent principal amount of any such Indebtedness outstanding on the
Closing Date shall be calculated based on the relevant currency exchange rate in
effect on the Closing Date and (y) if such Indebtedness is Incurred to refinance
other Indebtedness denominated in a foreign currency, and such refinancing would
cause the applicable Dollar-denominated restriction to be exceeded if calculated
at the relevant currency exchange rate in effect on the date of such
refinancing, such Dollar-denominated restriction shall be deemed not to have
been exceeded so long as the principal amount of such refinancing Indebtedness,
converted into the currency in which the Indebtedness being refinanced is
denominated at the currency exchange rate in effect on the date of such
refinancing, does not exceed the principal amount of such Indebtedness being
refinanced (plus premiums, accrued interest, fees and expenses). The principal
amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred
in a different currency from the Indebtedness being refinanced, shall be
calculated based on the foreign currency exchange rate applicable to the
currencies in which such respective Indebtedness is denominated that is in
effect on the date of such refinancing.

         SECTION 4.04. Limitation on Restricted Payments. The Company will not,
and will not permit any Restricted Subsidiary to, directly or indirectly, (i)
declare or pay any dividend or make any distribution on or with respect to its
Capital Stock (other than (x) dividends or distributions payable solely in
shares of its Capital Stock (other than Disqualified Stock) or in options,
warrants or other rights to acquire shares of such Capital Stock and (y) pro
rata dividends or distributions on Common Stock of Restricted Subsidiaries held
by minority stockholders) held by Persons other than the Company or any of its
Restricted Subsidiaries, (ii) purchase, redeem, retire or otherwise acquire for
value any shares of Capital Stock of (A) the Company or an Unrestricted
Subsidiary (including options, warrants or other rights to acquire such shares
of Capital Stock) held by any



<PAGE>

<PAGE>

                                       36


Person or (B) a Restricted Subsidiary (including options, warrants or other
rights to acquire such shares of Capital Stock) held by any Affiliate of the
Company (other than a Wholly Owned Restricted Subsidiary) or any holder (or any
Affiliate of such holder) of 5% or more of the Capital Stock of the Company,
(iii) make any voluntary or optional principal payment, or voluntary or optional
redemption, repurchase, defeasance, or other acquisition or retirement for
value, of Indebtedness of the Company that is subordinated in right of payment
to the Notes or (iv) make any Investment, other than a Permitted Investment, in
any Person (such payments or any other actions described in clauses (i) through
(iv) above being collectively "Restricted Payments") if, at the time of, and
after giving effect to, the proposed Restricted Payment: (A) a Default or Event
of Default shall have occurred and be continuing, (B) the Company could not
Incur at least $1.00 of Indebtedness under the first paragraph of Section 4.03
or (C) the aggregate amount of all Restricted Payments (the amount, if other
than in cash, to be determined in good faith by the Board of Directors, whose
determination shall be conclusive and evidenced by a Board Resolution) made
after the Closing Date shall exceed the sum of (1) the amount by which
Consolidated EBITDA exceeds 150% of Consolidated Interest Expense, in each case,
determined on a cumulative basis during the period (taken as one accounting
period) beginning on the first day of the fiscal quarter immediately following
the Closing Date and ending on the last day of the last fiscal quarter preceding
the Transaction Date for which reports have been filed with the Commission or
provided to the Trustee pursuant to Section 4.18, plus (2) the aggregate Net
Cash Proceeds received by the Company after the Closing Date from the issuance
and sale permitted by this Indenture of its Capital Stock (other than
Disqualified Stock) to a Person who is not a Subsidiary of the Company,
including an issuance or sale permitted by this Indenture of Indebtedness of the
Company for cash subsequent to the Closing Date upon the conversion of such
Indebtedness into Capital Stock (other than Disqualified Stock) of the Company,
or from the issuance to a Person who is not a Subsidiary of the Company of any
options, warrants or other rights to acquire Capital Stock of the Company (in
each case, exclusive of any Disqualified Stock or any options, warrants or other
rights that are redeemable at the option of the holder, or are required to be
redeemed, prior to the Stated Maturity of the Notes), in each case except to the
extent such Net Cash Proceeds are used to Incur Indebtedness pursuant to clause
(viii) or (ix) of the second paragraph under Section 4.03, plus (3) an amount
equal to the net reduction in Investments (other than reductions in Permitted
Investments) in any Person resulting from payments of interest on Indebtedness,
dividends, repayments of loans or advances, or other transfers of assets, in
each case to the Company or any Restricted Subsidiary or from the Net Cash
Proceeds from the sale of any such Investment (except, in each case, to the
extent any such payment or proceeds are included in the calculation of Adjusted
Consolidated Net Income), or from redesignations of Unrestricted Subsidiaries as
Restricted Subsidiaries (valued in each case as provided in the definition of
"Investments"), not to exceed, in each case, the amount of Investments
previously made by the Company or any Restricted Subsidiary in such Person or
Unrestricted Subsidiary.



<PAGE>

<PAGE>

                                       37


         The foregoing provision shall not be violated by reason of: (i) the
payment of any dividend within 60 days after the date of declaration thereof if,
at said date of declaration, such payment would comply with the foregoing
paragraph; (ii) the redemption, repurchase, defeasance or other acquisition or
retirement for value of Indebtedness that is subordinated in right of payment to
the Notes including premium, if any, and accrued and unpaid interest, with the
proceeds of, or in exchange for, Indebtedness Incurred under clause (iii) of the
second paragraph of part (a) of Section 4.03; (iii) the repurchase, redemption
or other acquisition of Capital Stock of the Company or an Unrestricted
Subsidiary (or options, warrants or other rights to acquire such Capital Stock)
in exchange for, or out of the proceeds of a substantially concurrent offering
of, shares of Capital Stock (other than Disqualified Stock) of the Company (or
options, warrants or other rights to acquire such Capital Stock); (iv) the
making of any principal payment or the repurchase, redemption, retirement,
defeasance or other acquisition for value of Indebtedness of the Company which
is subordinated in right of payment to the Notes (including, without limitation,
Parent Company Debt) in exchange for, or out of the proceeds of a substantially
concurrent sale of, shares of the Capital Stock (other than Disqualified Stock)
of the Company (or options, warrants or other rights to acquire such Capital
Stock); (v) payments or distributions to dissenting stockholders pursuant to
applicable law, pursuant to or in connection with a consolidation, merger or
transfer of assets that complies with the provisions of this Indenture
applicable to mergers, consolidations and transfers of all or substantially all
of the property and assets of the Company; (vi) Investments in any Person the
primary business of which is related, ancillary or complementary to the business
of the Company and its Restricted Subsidiaries on the date of such Investments;
provided that the aggregate amount of Investments made pursuant to this clause
(vi) does not exceed the sum of (a) $10 million and (b) the amount of Net Cash
Proceeds received by the Company after the Closing Date from the sale of its
Capital Stock (other than Disqualified Stock) to a Person who is not a
Subsidiary of the Company, except to the extent such Net Cash Proceeds are used
to Incur Indebtedness pursuant to clause (viii) or (ix) under Section 4.03 or to
make Restricted Payments pursuant to clause (C)(2) of the first paragraph, or
clauses (iii) or (iv) of this paragraph, of this Section 4.04, plus (z) the net
reduction in Investments made pursuant to this clause (vi) resulting from
distributions on or repayments of such Investments or from the Net Cash Proceeds
from the sale of any such Investment (except in each case to the extent any such
payment or proceeds is included in the calculation of Adjusted Consolidated Net
Income) or from such Person becoming a Restricted Subsidiary (valued in each
case as provided in the definition of "Investments"), provided that the net
reduction in any Investment shall not exceed the amount of such Investment;
(vii) Investments acquired in exchange for Capital Stock (other than
Disqualified Stock) of the Company; (viii) other Restricted Payments in an
aggregate amount not to exceed $10 million; (ix) for so long as the Company is
treated as a pass-through entity for United States Federal income tax purposes,
distributions to equity holders of the Company in an amount not to exceed the
Tax Amount for such period; and (x) the repurchase, redemption or other
acquisition of Capital Stock of the Company (or options, warrants or other
rights to acquire such Capital Stock) from Persons who are or were formerly
directors, officers or employees of the Company or any Restricted Subsidiary,
provided that the aggregate amount



<PAGE>

<PAGE>

                                       38


of all such repurchases made in any calendar year pursuant to this clause (x)
shall not exceed $2.0 million; provided that, except in the case of clauses (i)
and (iii), no Default or Event of Default shall have occurred and be continuing
or occur as a consequence of the actions or payments set forth therein.

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

         SECTION 4.05. Limitation on Dividend and Other Payment Restrictions
Affecting Restricted Subsidiaries. The Company will not, and will not permit any
Restricted Subsidiary to, create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or restriction of any kind on the ability
of any Restricted Subsidiary to (i) pay dividends or make any other
distributions permitted by applicable law on any Capital Stock of such
Restricted Subsidiary owned by the Company or any other Restricted Subsidiary,
(ii) pay any Indebtedness owed to the Company or any other Restricted
Subsidiary, (iii) make loans or advances to the Company or any other Restricted
Subsidiary or (iv) transfer any of its property or assets to the Company or any
other Restricted Subsidiary.

         The foregoing provisions shall not restrict any encumbrances or
restrictions: (i) existing on the Closing Date in this Indenture or any other
agreements in effect on the Closing Date, and any extensions, refinancings,
renewals or replacements of such agreements; provided that the encumbrances and
restrictions in any such extensions, refinancings, renewals or replacements are
no less favorable in any material respect to the Holders than those encumbrances
or restrictions that are then in effect and that are being extended, refinanced,
renewed or replaced; (ii) existing under or by reason of applicable law or
required by any regulatory authority having jurisdiction over the Company or any
Restricted Subsidiary; (iii) existing with respect to any Person or the property
or assets of such Person acquired by the Company or any Restricted Subsidiary,
existing at the time of such acquisition and not incurred in contemplation
thereof, which encumbrances or restrictions are not applicable to any Person or
the property or assets of any Person other than such Person or the property or
assets of such Person so acquired, and any extensions, renewals or replacements
of such encumbrances or restrictions; provided that the encumbrances and
restrictions in any such extensions, renewals or replacements are no less
favorable in any material



<PAGE>

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                                       39


respect to the Holders than those encumbrances or restrictions that are then in
effect and that are being extended, renewed or replaced; (iv) in the case of
clause (iv) of the first paragraph of this Section 4.05, (A) that restrict in a
customary manner the subletting, assignment or transfer of any property or asset
that is a lease, license, conveyance or contract or similar property or asset,
(B) existing by virtue of any transfer of, agreement to transfer, option or
right with respect to, or Lien on, any property or assets of the Company or any
Restricted Subsidiary not otherwise prohibited by this Indenture or (C) arising
or agreed to in the ordinary course of business, not relating to any
Indebtedness, and that do not, individually or in the aggregate, detract from
the value of property or assets of the Company or any Restricted Subsidiary in
any manner material to the Company or any Restricted Subsidiary; (v) with
respect to a Restricted Subsidiary and imposed pursuant to an agreement that has
been entered into for the sale or disposition of all or substantially all of the
Capital Stock of, or property and assets of, such Restricted Subsidiary; or (vi)
contained in the terms of any Indebtedness or any agreement pursuant to which
such Indebtedness was issued if (A) the encumbrance or restriction either (1)
applies only in the event of a payment default or non-compliance with respect to
a financial covenant contained in such Indebtedness or agreement or (2) is
contained in a Credit Agreement, (B) the encumbrance or restriction is not
materially more disadvantageous to the Holders of the Notes than is customary in
comparable financings (as determined by the Company) and (C) the Company
determines on the date of the Incurrence of such Indebtedness that any such
encumbrance or restriction would not be expected to materially impair either
Obligors' ability to make principal or interest payments on the Notes. Nothing
contained in this Section 4.05 shall prevent the Company or any Restricted
Subsidiary from (1) creating, incurring, assuming or suffering to exist any
Liens otherwise permitted in Section 4.09 or (2) restricting the sale or other
disposition of property or assets of the Company or any of its Restricted
Subsidiaries that secure Indebtedness of the Company or any of its Restricted
Subsidiaries.

         SECTION 4.06. Limitation on the Issuance and Sale of Capital Stock of
Restricted Subsidiaries. The Company will not sell, and will not permit any
Restricted Subsidiary, directly or indirectly, to issue or sell, any shares of
Capital Stock of a Restricted Subsidiary (including options, warrants or other
rights to purchase shares of such Capital Stock) except (i) to the Company or a
Wholly Owned Restricted Subsidiary; (ii) issuances of director's qualifying
shares or sales to foreign nationals of shares of Capital Stock of foreign
Restricted Subsidiaries, to the extent required by applicable law; (iii) if,
immediately after giving effect to such issuance or sale, such Restricted
Subsidiary would no longer constitute a Restricted Subsidiary and any Investment
in such Person remaining after giving effect to such issuance or sale would have
been permitted to be made under Section 4.04 if made on the date of such
issuance or sale; or (iv) issuances or sales of Common Stock of a Restricted
Subsidiary, provided that the Company or such Restricted Subsidiary applies the
Net Cash Proceeds, if any, of any such sale in compliance with Section 4.11.
Notwithstanding the foregoing, the Company will ensure that TWT remains a wholly
owned Subsidiary of the Company; provided that the foregoing shall not prevent a
merger of TWT into the Company.



<PAGE>

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                                       40


         SECTION 4.07. Limitation on Issuances of Guarantees by Restricted
Subsidiaries. The Company will not permit any Restricted Subsidiary, directly or
indirectly, to Guarantee any Indebtedness of the Company which is pari passu
with or subordinate in right of payment to the Notes ("Guaranteed
Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes
and delivers a supplemental indenture to this Indenture providing for a
Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted
Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner
whatsoever claim or take the benefit or advantage of, any rights of
reimbursement, indemnity or subrogation or any other rights against the Company
or any other Restricted Subsidiary as a result of any payment by such Restricted
Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall
not be applicable to any Guarantee of any Restricted Subsidiary that existed at
the time such Person became a Restricted Subsidiary and was not Incurred in
connection with, or in contemplation of, such Person becoming a Restricted
Subsidiary. If the Guaranteed Indebtedness is (A) pari passu with the Notes,
then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or
subordinated to, the Subsidiary Guarantee or (B) subordinated to the Notes, then
the Guarantee of such Guaranteed Indebtedness shall be subordinated to the
Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is
subordinated to the Notes.

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

         SECTION 4.08. Limitation on Transactions with Stockholders and
Affiliates. The Company will not, and will not permit any Restricted Subsidiary
to, directly or indirectly, enter into, renew or extend any transaction
(including, without limitation, the purchase, sale, lease or exchange of
property or assets, or the rendering of any service) with a Related Person or
with any Affiliate of the Company or any Restricted Subsidiary, except upon fair
and reasonable terms no less favorable to the Company or such Restricted
Subsidiary than could be obtained, at the time of such transaction or, if such
transaction is pursuant to a written agreement, at the time of the execution of
the agreement providing therefor, in a comparable arm's-length transaction with
a Person that is not such a Related Person or an Affiliate.

         The foregoing limitation does not limit, and shall not apply to (i)
transactions (A) approved by a majority of the disinterested members of the
Board of Directors or (B) for which the Company or a Restricted Subsidiary
delivers to the Trustee a written opinion of a nationally recognized investment
banking firm stating that the transaction is fair to the Company or such



<PAGE>

<PAGE>

                                       41


Restricted Subsidiary from a financial point of view; (ii) any transaction
solely between the Company and any of its Wholly Owned Restricted Subsidiaries
or solely between Wholly Owned Restricted Subsidiaries; (iii) the payment of
reasonable and customary regular fees to directors of the Company who are not
employees of the Company; (iv) any payments or other transactions pursuant to
any tax-sharing agreement between the Company and any other Person with which
the Company files a consolidated tax return or with which the Company is part of
a consolidated group for tax purposes; (v) any transaction with respect to the
lease or sharing or other use of cable or fiber lines, equipment, transmission
capacity, right-of-way or other access rights, between the Company or any
Restricted Subsidiary and any other Person; provided that such transaction is on
terms that (A) are consistent with past practice of the Company and its
Restricted Subsidiaries and (B) are no less favorable, taken as a whole, to the
Company or the relevant Restricted Subsidiary than those that could have been
obtained in a comparable transaction by the Company or such Restricted
Subsidiary with an unrelated Person (or, in the event that there are no
comparable transactions involving unrelated Persons to apply for comparative
purposes, is otherwise on terms that, taken as a whole, the Company has
determined to be fair to the Company or the relevant Restricted Subsidiary) or
(vi) any Restricted Payments not prohibited by Section 4.04. Notwithstanding the
foregoing, any transaction or series of related transactions covered by the
first paragraph of this Section 4.08 and not covered by clauses (ii) through
(vi) of this paragraph, the aggregate amount of which exceeds $10 million in
value, must be determined to be fair in the manner provided for in clause (i)(A)
or (B) above.

         SECTION 4.09. Limitation on Liens. The Company will not, and will not
permit any Restricted Subsidiary to, create, incur, assume or suffer to exist
any Lien on any of its assets or properties of any character (including, without
limitation, licenses), or any shares of Capital Stock or Indebtedness of any
Restricted Subsidiary, without making effective provision for all of the Notes
and all other amounts due under this Indenture to be directly secured equally
and ratably with (or, if the obligation or liability to be secured by such Lien
is subordinated in right of payment to the Notes, prior to) the obligation or
liability secured by such Lien.

         The foregoing limitation does not apply to (i) Liens existing on the
Closing Date; (ii) Liens granted after the Closing Date on any assets or Capital
Stock of the Company or its Restricted Subsidiaries created in favor of the
Holders; (iii) Liens with respect to the assets of a Restricted Subsidiary
granted by such Restricted Subsidiary to the Company or a Wholly Owned
Restricted Subsidiary to secure Indebtedness owing to the Company or such other
Restricted Subsidiary; (iv) Liens securing Indebtedness which is Incurred to
refinance secured Indebtedness which is permitted to be Incurred under clause
(iii) of the second paragraph of Section 4.03; provided that such Liens do not
extend to or cover any property or assets of the Company or any Restricted
Subsidiary other than the property or assets securing the Indebtedness being
refinanced; (v) Liens on the Capital Stock of, or any property or assets of, a
Restricted Subsidiary securing Indebtedness of such Restricted Subsidiary
permitted under Section 4.03; or (vi) Permitted Liens.



<PAGE>

<PAGE>

                                       42


         SECTION 4.10. Limitation on Sale-Leaseback Transactions. The Company
will not, and will not permit any Restricted Subsidiary to, enter into any
sale-leaseback transaction involving any of its assets or properties whether now
owned or hereafter acquired, whereby the Company or a Restricted Subsidiary
sells or transfers such assets or properties and then or thereafter leases such
assets or properties or any part thereof or any other assets or properties which
the Company or such Restricted Subsidiary, as the case may be, intends to use
for substantially the same purpose or purposes as the assets or properties sold
or transferred.

         The foregoing restriction does not apply to any sale-leaseback
transaction if (i) the lease is for a period, including renewal rights, of not
in excess of three years; (ii) the lease secures or relates to industrial
revenue or pollution control bonds; (iii) the transaction is solely between the
Company and any Wholly Owned Restricted Subsidiary or solely between Wholly
Owned Restricted Subsidiaries; or (iv) the Company or such Restricted Subsidiary
applies an amount not less than the net proceeds received from such sale in
compliance with Section 4.11.

         SECTION 4.11. Limitation on Asset Sales. The Company will not, and will
not permit any Restricted Subsidiary to, consummate any Asset Sale, unless (i)
the consideration received by the Company or such Restricted Subsidiary is at
least equal to the fair market value of the assets sold or disposed of and (ii)
at least 75% of the consideration received consists of cash, Temporary Cash
Investments or the assumption of Indebtedness of the Company (other than
Indebtedness that is subordinated to the Notes) or of a Restricted Subsidiary
and unconditional release of the Company and its Restricted Subsidiaries from
all liability on the Indebtedness assumed; provided, however, that this clause
(ii) shall not apply to long-term assignments of capacity in a
telecommunications network. In the event and to the extent that the Net Cash
Proceeds received by the Company or any of its Restricted Subsidiaries from one
or more Asset Sales occurring on or after the Closing Date in any period of 12
consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets
(determined as of the date closest to the commencement of such 12-month period
for which a consolidated balance sheet of the Company and its Subsidiaries has
been filed with the Commission pursuant to Section 4.18), then the Company shall
or shall cause the relevant Restricted Subsidiary to (i) within 12 months after
the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net
Tangible Assets (A) apply an amount equal to such excess Net Cash Proceeds less
any amounts invested within 6 months prior to such Asset Sale in property or
assets of a nature or type or that are used in a business (or in a company
having property and assets of a nature or type, or engaged in a business)
similar or related to the nature or type of the property and assets of, or the
business of, the Company and its Restricted Subsidiaries on the date of such
Asset Sale (the "Adjusted Net Cash Proceeds") to permanently repay
unsubordinated Indebtedness of the Company, or any Restricted Subsidiary
providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any
other Restricted Subsidiary, in each case owing to a Person other than the
Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or
the amount of Adjusted Net Cash Proceeds not so applied pursuant to clause (A)
(or enter into a definitive agreement committing to so invest within 12 months
after the



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                                       43


date of such agreement), in property or assets (other than current assets) of a
nature or type or that are used in a business (or in a company having property
and assets of a nature or type, or engaged in a business) similar or related to
the nature or type of the property and assets of, or the business of, the
Company and its Restricted Subsidiaries existing on the date of such investment
(as determined in good faith by the Board of Directors, whose determination
shall be conclusive and evidenced by a Board Resolution) and (ii) apply (no
later than the end of the 12-month period referred to in clause (i)) such excess
Adjusted Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as
provided in the following paragraph of this Section 4.11. The amount of such
excess Adjusted Net Cash Proceeds required to be applied (or to be committed to
be applied) during such 12-month period as set forth in clause (i) of the
preceding sentence and not applied as so required by the end of such period
shall constitute "Excess Proceeds."

         If, as of the first day of any calendar month, the aggregate amount of
Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this
Section 4.11 totals at least $10 million, the Obligors must commence, not later
than the fifteenth Business Day of such month, and consummate an Offer to
Purchase from the Holders on a pro rata basis an aggregate principal amount of
Notes and to the extent permitted or required by the terms thereof, any other
Indebtedness of the Company that is pari passu with the Notes, equal to the
Excess Proceeds on such date, at a purchase price equal to 100% of the principal
amount of the Notes and such other Indebtedness, if applicable, on the relevant
Payment Date, plus, in each case, accrued interest (if any) to the Payment Date.

         SECTION 4.12. Repurchase of Notes upon a Change of Control. The
Obligors shall commence within 30 days of the later of (a) the occurrence of a
Change of Control and (b) the end of the Change of Control Period with respect
to a Change of Control, and consummate an Offer to Purchase for all Notes then
outstanding, at a purchase price equal to 101% of the principal amount thereof
on the relevant Payment Date, plus accrued interest (if any) to the Payment
Date; provided that, the Obligors shall not be required to commence and
consummate an Offer to Purchase if, at the time specified above for the
commencement of an Offer to Purchase, the Notes shall be rated Investment Grade.

         SECTION 4.13. Existence. Subject to Articles Four and Five of this
Indenture, the Obligors will do or cause to be done all things necessary to
preserve and keep in full force and effect their respective existences and the
existence of each of the Restricted Subsidiaries in accordance with the
respective organizational documents of the Obligors and each Restricted
Subsidiary and the rights (whether pursuant to charter, partnership certificate,
agreement, statute or otherwise), licenses and franchises of the Obligors and
each Restricted Subsidiary; provided that the Obligors shall not be required to
preserve any such right, license or franchise, or the existence of any
Restricted Subsidiary, if the maintenance or preservation thereof is no longer
desirable in the conduct of the business of the Obligors and the Restricted
Subsidiaries taken as a whole.



<PAGE>

<PAGE>

                                       44


         SECTION 4.14. Payment of Taxes and Other Claims. Each Obligor will pay
or discharge and shall cause each of the Restricted Subsidiaries to pay or
discharge, or cause to be paid or discharged, before the same shall become
delinquent (i) all material taxes, assessments and governmental charges levied
or imposed upon (a) either Obligor or any such Restricted Subsidiary, (b) the
income or profits of any such Restricted Subsidiary which is a corporation or
(c) the property of either Obligor or any such Restricted Subsidiary and (ii)
all material lawful claims for labor, materials and supplies that, if unpaid,
might by law become a lien upon the property of the Company or any such
Restricted Subsidiary; provided that the Obligors shall not be required to pay
or discharge, or cause to be paid or discharged, any such tax, assessment,
charge or claim the amount, applicability or validity of which is being
contested in good faith by appropriate proceedings and for which adequate
reserves have been established.

         SECTION 4.15. Maintenance of Properties and Insurance. Each Obligor
will cause all properties used or useful in the conduct of its business or the
business of any of the Restricted Subsidiaries to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of each Obligor may
be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided that nothing in
this Section 4.15 shall prevent an Obligor or any Restricted Subsidiary from
discontinuing the use, operation or maintenance of any of such properties or
disposing of any of them, if such discontinuance or disposal is, in the judgment
of the appropriate Obligor or of such Restricted Subsidiary having managerial
responsibility for any such property, desirable in the conduct of the business
of such Obligor or such Restricted Subsidiary.

         The Obligors will provide or cause to be provided, for themselves and
the Restricted Subsidiaries, insurance (including appropriate self-insurance)
against loss or damage of the kinds customarily insured against by corporations
similarly situated and owning like properties with reputable insurers or with
the government of the United States of America, or an agency or instrumentality
thereof, in such amounts, with such deductibles and by such methods as the
Obligors in good faith shall determine to be reasonable and appropriate in the
circumstances.

         SECTION 4.16. Notice of Defaults. In the event that any Officer of an
Obligor becomes aware of any Default or Event of Default, the Obligors shall
promptly deliver to the Trustee an Officers' Certificate specifying such Default
or Event of Default.

         SECTION 4.17. Compliance Certificates. The Obligors shall deliver to
the Trustee, within 90 days after the end of each fiscal year, an Officers'
Certificate stating whether or not the signers know of any Default or Event of
Default that occurred during such fiscal year and, that a review has been
conducted of the activities of the Obligors and the Restricted Subsidiaries and
the Obligors' and the Restricted Subsidiaries' performance under this Indenture
and that the



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                                       45


Company, as applicable, has complied with all conditions and covenants under
this Indenture. If any of the Officers of the Obligors signing such certificate
has knowledge of such a Default or Event of Default, the certificate shall
describe any such Default or Event of Default and its status.

         SECTION 4.18. Commission Reports and Reports to Holders. The Obligors
shall file with the Commission all such reports and other information required
by Section 13(a) or 15(d) under the Exchange Act, regardless of whether such
Sections of the Exchange Act are applicable to the Company. The Obligors shall
supply the Trustee and each Holder or shall supply to the Trustee for forwarding
to each such Holder, without cost to such Holder, copies of such reports and
other information within 15 days after the date it would have been required to
file such reports or other information with the Commission had it been subject
to such Sections; provided, however, that the copies of such reports mailed to
Holders may omit exhibits which the Obligors will supply to any Holder at such
Holder's request. The Obligors also shall comply with the other provisions of
TIA Section 314(a).

         SECTION 4.19. Waiver of Stay, Extension or Usury Laws. The Obligors
covenant (to the extent that they may lawfully do so) that they will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury law or other law
that would prohibit or forgive the Obligors from paying all or any portion of
the principal of, premium, if any, or interest on the Notes as contemplated
herein, wherever enacted, now or at any time hereafter in force, or that may
affect the covenants or the performance of this Indenture; and (to the extent
that they may lawfully do so) the Obligors hereby expressly waive 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.

         SECTION 4.20. Amendments to Parent Company Debt. The Company will not
amend or modify the terms of the Parent Company Debt from those in effect on the
Closing Date, in any way that is materially adverse to the Holders of the Notes,
provided, however, that no amendment or modification may, without the consent of
each Holder of the Notes, (i) shorten the maturity of the Parent Company Debt,
(ii) change the subordination provisions thereof in a manner that is adverse to
the rights of the Holders in any material respect or (iii) change the provisions
that require payment of interest in kind to require payment in cash or cash
equivalents. Upon any amendment or modification to the terms of the Parent
Company Debt, the Company shall deliver to the Trustee an Officers' Certificate
as to the compliance of such amendment or modification with the terms of this
covenant.



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                                       46

                                  ARTICLE FIVE
                              SUCCESSOR CORPORATION

         SECTION 5.01. When Company May Merge, Etc. The Company will not
consolidate with, merge with or into, or sell, convey, transfer, lease or
otherwise dispose of all or substantially all of its property and assets (as an
entirety or substantially an entirety in one transaction or a series of related
transactions) to, any Person or permit any Person to merge with or into the
Company unless: (i) the Company shall be the continuing Person, or the Person
(if other than the Company) formed by such consolidation or into which the
Company is merged or that acquired or leased such property and assets of the
Company shall be a corporation organized and validly existing under the laws of
the United States of America or any jurisdiction thereof and shall expressly
assume, by a supplemental indenture, executed and delivered to the Trustee, all
of the obligations of the Company on all of the Notes and under this Indenture;
(ii) immediately after giving effect to such transaction, no Default or Event of
Default shall have occurred and be continuing; (iii) immediately after giving
effect to such transaction on a pro forma basis, the Company or any Person
becoming the successor obligor of the Notes shall have a Consolidated Net Worth
equal to or greater than the Consolidated Net Worth of the Company immediately
prior to such transaction; provided that this clause (iii) shall only apply to a
sale of substantially all, but less than all, of the assets of the Company; (iv)
immediately after giving effect to such transaction on a pro forma basis the
Company, or any Person becoming the successor obligor of the Notes, as the case
may be, could Incur at least $1.00 of Indebtedness under the first paragraph of
Section 4.03; provided that this clause (iv) shall not apply to (x) a
consolidation, merger or sale of all (but not less than all) of the assets of
the Company if all Liens and Indebtedness of the Company or any Person becoming
the successor obligor on the Notes, as the case may be, and its Restricted
Subsidiaries outstanding immediately after such transaction would, if Incurred
at such time, have been permitted to be Incurred (and all such Liens and
Indebtedness, other than Liens and Indebtedness of the Company and its
Restricted Subsidiaries outstanding immediately prior to the transaction, shall
be deemed to have been Incurred) for all purposes of this Indenture or (y) a
consolidation, merger or sale of all or substantially all of the assets of the
Company if immediately after giving effect to such transaction on a pro forma
basis, the Company or any Person becoming the successor obligor of the Notes
shall have a Consolidated Leverage Ratio equal to or less than the Consolidated
Leverage Ratio of the Company immediately prior to such transaction; and (v) the
Company delivers to the Trustee an Officers' Certificate (attaching the
arithmetic computations to demonstrate compliance with clauses (iii) and (iv)
above) and an Opinion of Counsel, in each case stating that such consolidation,
merger or transfer and such supplemental indenture complies with this provision
and that all conditions precedent provided for herein relating to such
transaction have been complied with; provided, however, that clauses (iii) and
(iv) above do not apply if, in the good faith determination of the Board of
Directors of the Company, whose determination shall be evidenced by a Board
Resolution, the principal purpose of such transaction is to change the state of
incorporation of the Company; and provided further



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                                       47


that any such transaction shall not have as one of its purposes the evasion of
the foregoing limitations.

         SECTION 5.02. Successor Substituted. Upon any consolidation or merger,
or any sale, conveyance, transfer, lease or other disposition of all or
substantially all of the property and assets of the Company in accordance with
Section 5.01 of this Indenture, the successor Person formed by such
consolidation or into which the Company is merged or to which such sale,
conveyance, transfer, lease or other disposition is made shall succeed to, and
be substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person had been named
as the Company herein; provided that the Company shall not be released from its
obligation to pay the principal of, premium, if any, or interest on the Notes in
the case of a lease of all or substantially all of its property and assets.

                                   ARTICLE SIX
                              DEFAULT AND REMEDIES

         SECTION 6.01. Events of Default. Any of the following events shall
constitute an "Event of Default" hereunder:

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

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

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

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

                  (e) there occurs with respect to any issue or issues of
         Indebtedness of the Company or any Significant Subsidiary having an
         outstanding principal amount of $12



<PAGE>

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                                       48


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

                  (f) any final judgment or order (not covered by insurance) for
         the payment of money in excess of $12 million in the aggregate for all
         such final judgments or orders against all such Persons (treating any
         deductibles, self-insurance or retention as not so covered) shall be
         rendered against the Company or any Significant Subsidiary and shall
         not be paid or discharged, and there shall be any period of 30
         consecutive days following entry of the final judgment or order that
         causes the aggregate amount for all such final judgments or orders
         outstanding and not paid or discharged against all such Persons to
         exceed $12 million during which a stay of enforcement of such final
         judgment or order, by reason of a pending appeal or otherwise, shall
         not be in effect;

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

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

         SECTION 6.02. Acceleration. If an Event of Default (other than an Event
of Default specified in clause (g) or (h) of Section 6.01 that occurs with
respect to an Obligor) occurs and is continuing under this Indenture, the
Trustee or the Holders of at least 25% in aggregate



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                                       49


principal amount of the Notes then outstanding, by written notice to the
Obligors (and to the Trustee if such notice is given by the Holders), may, and
the Trustee at the request of such Holders shall, declare the principal of,
premium, if any, and accrued interest on the Notes to be immediately due and
payable. Upon a declaration of acceleration, such principal, premium, if any,
and accrued interest shall be immediately due and payable. In the event of a
declaration of acceleration because an Event of Default set forth in clause (e)
of Section 6.01 has occurred and is continuing, such declaration of acceleration
shall be automatically rescinded and annulled if the event of default triggering
such Event of Default pursuant to clause (e) shall be remedied or cured by the
Company or the relevant Significant Subsidiary or waived by the holders of the
relevant Indebtedness within 60 days after the declaration of acceleration with
respect thereto and the Company has paid to the Trustee all amounts due pursuant
to Section 7.07. If an Event of Default specified in clause (g) or (h) of
Section 6.01 occurs with respect to an Obligor, the principal of, premium, if
any, and accrued interest on the Notes then outstanding shall ipso facto become
and be immediately due and payable without any declaration or other act on the
part of the Trustee or any Holder.

         At any time after such declaration of acceleration, but before a
judgment or decree for the payment of the money due has been obtained by the
Trustee, the Holders of at least a majority in principal amount of the
outstanding Notes by written notice to the Company and to the Trustee, may waive
all past Events of Defaults and rescind and annul a declaration of acceleration
and its consequences if (a) the Company has paid or deposited with the Trustee a
sum sufficient to pay (i) all sums paid or advanced by the Trustee hereunder and
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and all other amounts due to the Trustee under
Section 7.07 (ii) all overdue interest on all Notes, (iii) the principal of and
premium, if any, on any Notes that have become due otherwise than by such
declaration or occurrence of acceleration and interest thereon at the rate
prescribed therefor by such Notes, and (iv) to the extent that payment of such
interest is lawful, interest upon overdue interest, if any, at the rate
prescribed therefor by such Notes, (b) all existing Events of Default, other
than the non-payment of the principal of, premium, if any, and accrued interest
on the Notes that have become due solely by such declaration of acceleration,
have been cured or waived and (c) the rescission would not conflict with any
judgment or decree of a court of competent jurisdiction.

         SECTION 6.03. Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may, and at the direction of the Holders of at least a
majority in aggregate principal amount of the outstanding Notes shall, pursue
any available remedy by proceeding at law or in equity to collect the payment of
principal of, premium, if any, or interest on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.

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



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                                       50


         SECTION 6.04. Waiver of Past Defaults. Subject to Sections 6.02, 6.07
and 9.02, the Holders of at least a majority in aggregate principal amount of
the outstanding Notes, by notice to the Trustee, may waive an existing Default
or Event of Default and its consequences, except a Default in the payment of
principal of, premium, if any, or interest on any Note as specified in clause
(a) or (b) of Section 6.01 or in respect of a covenant or provision of this
Indenture which cannot be modified or amended without the consent of the Holder
of each outstanding Note affected. Upon any such waiver, such Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to
have been cured, for every purpose of this Indenture; but no such waiver shall
extend to any subsequent or other Default or Event of Default or impair any
right consequent thereto.

         SECTION 6.05. Control by Majority. The Holders of at least a majority
in aggregate principal amount of the outstanding Notes may direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred on the Trustee; provided that
the Trustee may refuse to follow any direction that conflicts with law or this
Indenture, that may involve the Trustee in personal liability, or that the
Trustee determines in good faith may be unduly prejudicial to the rights of
Holders of Notes not joining in the giving of such direction; and provided
further that the Trustee may take any other action it deems proper that is not
inconsistent with any such direction received from Holders of Notes.

         SECTION 6.06. Limitation on Suits. A Holder may not institute any
proceeding, judicial or otherwise, with respect to this Indenture or the Notes,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless:

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

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

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

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

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



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                                       51


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

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

         SECTION 6.07. Rights of Holders to Receive Payment. Notwithstanding any
other provision of this Indenture, the right of any Holder of a Note to receive
payment of the principal of, premium, if any, or interest on, such Note or to
bring suit for the enforcement of any such payment, on or after the due date
expressed in the Notes, shall not be impaired or affected without the consent of
such Holder.

         SECTION 6.08. Collection Suit by Trustee. If an Event of Default in
payment of principal, premium or interest specified in clause (a), (b) or (c) of
Section 6.01 occurs and is continuing, the Trustee may recover judgment in its
own name and as trustee of an express trust against the Company or any other
obligor of the Notes for the whole amount of principal, premium, if any, and
accrued interest remaining unpaid, together with interest on overdue principal,
premium, if any, and, to the extent that payment of such interest is lawful,
interest on overdue installments of interest, in each case at the rate specified
in the Notes, and such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
amounts due to the Trustee under Section 7.07.

         SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07) and the Holders allowed in any judicial proceedings relative to
the Obligors (or any other obligor of the Notes), their creditors or their
property and shall be entitled and empowered to collect and receive any monies,
securities or other property payable or deliverable upon conversion or exchange
of the Notes or upon any such claims and to distribute the same, and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07. Nothing herein contained shall be
deemed



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                                       52


to empower the Trustee to authorize or consent to, or accept or adopt on behalf
of any Holder, any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

         SECTION 6.10. Priorities. If the Trustee collects any money pursuant to
this Article Six, it shall pay out the money in the following order:

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

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

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

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

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

         SECTION 6.12. Restoration of Rights and Remedies. If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Holder, then, and in
every such case, subject to any determination in such proceeding, the Obligors,
the Trustee and the Holders shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Obligors, Trustee and the Holders shall continue as though no such proceeding
had been instituted.

         SECTION 6.13. Rights and Remedies Cumulative. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or wrongfully taken Notes in

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<PAGE>

                                       53


Section 2.06, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

         SECTION 6.14. Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder to exercise any right or remedy accruing upon any Event
of Default shall impair any such right or remedy or constitute a waiver of any
such Event of Default or an acquiescence therein. Every right and remedy given
by this Article Six or by law to the Trustee or to the Holders may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee or by
the Holders, as the case may be.

                                  ARTICLE SEVEN
                                     TRUSTEE

         SECTION 7.01. General. The duties and responsibilities of the Trustee
shall be as provided by the TIA and as set forth herein. Notwithstanding the
foregoing, no provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably
assured to it. Whether or not herein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Article Seven.

                  SECTION 7.02. Certain Rights of Trustee. Subject to TIA
         Sections 315(a) through (d):

                  (i) 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 person;

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



<PAGE>

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                                       54


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

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

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

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

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

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

                  (ix) 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;

                  (x) the Trustee shall not be charged with knowledge of any
         Default or Event of Default with respect to the Notes unless either (1)
         a Responsible Officer of the Trustee assigned to the Corporate Trust
         Department of the Trustee (or any successor division or department of
         the Trustee) shall have actual knowledge of such Default or Event of
         Default or (2) written notice of such Default or Event of Default shall
         have been given to the



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                                       55


         Trustee by the Company or any other obligor on the Notes or by any
         Holder of the Notes; and

                  (xi) the Trustee shall not be liable for any action taken,
         suffered or omitted by it in good faith and believed by it to be
         authorized or within the discretion or rights or powers conferred upon
         it by this Indenture.

         SECTION 7.03. Individual Rights of Trustee. The Trustee, in its
individual or any other capacity, may become the owner or pledgee of Notes and
may otherwise deal with each Obligor or their respective Affiliates with the
same rights it would have if it were not the Trustee. Any Agent may do the same
with like rights. However, the Trustee is subject to TIA Sections 310(b) and
311.

         SECTION 7.04. Trustee's Disclaimer. The Trustee (i) makes no
representation as to the validity or adequacy of this Indenture or the Notes,
(ii) shall not be accountable for the Obligors' use or application of the
proceeds from the Notes and (iii) shall not be responsible for any statement in
the Notes other than its certificate of authentication.

         SECTION 7.05. Notice of Default. If any Default or any Event of Default
occurs and is continuing and if such Default or Event of Default is known to the
Trustee, the Trustee shall mail to each Holder in the manner and to the extent
provided in TIA Section 313(c) notice of the Default or Event of Default within
45 days after it occurs, unless such Default or Event of Default has been cured
or waived; provided, however, that, except in the case of a default in the
payment of the principal of, premium, if any, or interest on any Note, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors
and/or Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interest of the Holders.

         SECTION 7.06. Reports by Trustee to Holders. Within 60 days after each
May 15, beginning with May 15, 1999, the Trustee shall mail to each Holder as
provided in TIA Section 313(c) a brief report dated as of such May 15, if
required by TIA Section 313(a).

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

         SECTION 7.07. Compensation and Indemnity. The Obligors shall pay to the
Trustee such compensation as shall be agreed upon in writing for its services
hereunder. The compensation of the Trustee shall not be limited by any law on
compensation of a trustee of an express trust. The Obligors shall reimburse the
Trustee upon request for all reasonable



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                                       56

disbursements, expenses and advances incurred or made by the Trustee without
negligence or bad faith on its part. Such expenses shall include the reasonable
compensation and expenses of the Trustee's agents and counsel.

         The Obligors shall, jointly and severally, indemnify the Trustee for,
and hold it harmless against, any loss or liability or expense incurred by it
without negligence or bad faith on its part in connection with the acceptance or
administration of this Indenture and its duties under this Indenture and the
Notes, including the costs and expenses of defending itself against any claim or
liability and of complying with any process served upon it or any of its
officers in connection with the exercise or performance of any of its powers or
duties under this Indenture and the Notes. The Trustee shall notify the Obligors
promptly of any claim for which it may seek indemnity. Failure by the Trustee to
so notify the Obligors shall not relieve the Obligors of their obligations
hereunder, unless the Obligors are materially prejudiced thereby. The Obligors
shall defend the claim and the Trustee shall cooperate in the defense. Unless
otherwise set forth herein, the Trustee may have separate counsel and the
Obligors shall pay the reasonable fees and expenses of such counsel. The
Obligors need not pay for any settlement made without their consent, which
consent shall not be unreasonably withheld. The Company need not reimburse any
expense or indemnity against loss or liability incurred by the Trustee through
negligence or bad faith.

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

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

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

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

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

         The Trustee may resign at any time by so notifying the Company in
writing at least 30 days prior to the date of the proposed resignation. The
Holders of a majority in principal amount



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                                       57


of the outstanding Notes may remove the Trustee by so notifying the Trustee in
writing and may appoint a successor Trustee with the consent of the Obligors.
Either Obligor may remove the Trustee if: (i) the Trustee is no longer eligible
under Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent;
(iii) a receiver or other public officer takes charge of the Trustee or its
property; or (iv) the Trustee becomes incapable of acting.

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

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

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

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

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

         SECTION 7.09. Successor Trustee by Merger, Etc. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all of its corporate trust business to,



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                                       58


another corporation or national banking association, the resulting, surviving or
transferee corporation or national banking association without any further act
shall be the successor Trustee with the same effect as if the successor Trustee
had been named as the Trustee herein, provided such corporation shall be
otherwise qualified and eligible under this Article.

         SECTION 7.10. Eligibility. This Indenture shall always have a Trustee
who satisfies the requirements of TIA Section 310(a)(1). The Trustee shall have
a combined capital and surplus of at least $50 million as set forth in its most
recent published annual report of condition that is subject to the requirements
of applicable federal or state supervising or examining authority. If at any
time the Trustee shall cease to be eligible in accordance with the provisions of
this Section, the Trustee shall resign immediately in the manner and with the
effect specified in this Article.

         SECTION 7.11. Money Held in Trust. The Trustee shall not be liable for
interest on any money received by it except as the Trustee may agree in writing
with the Company. Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by law and except for money held in
trust under Article Eight of this Indenture.

                                  ARTICLE EIGHT
                             DISCHARGE OF INDENTURE

         SECTION 8.01. Termination of Obligors' Obligations. Except as otherwise
provided in this Section 8.01, the Obligors may terminate their obligations
under the Notes and this Indenture if:

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

                  (ii) (A) the Notes mature within one year or all of them are
         to be called for redemption within one year under arrangements
         satisfactory to the Trustee for giving the notice of redemption, (B)
         the Obligors irrevocably deposit in trust with the Trustee during such
         one-year period, under the terms of an irrevocable trust agreement in
         form and substance satisfactory to the Trustee, as trust funds solely
         for the benefit of the Holders for that purpose, money or U.S.
         Government Obligations sufficient (in the opinion of a nationally
         recognized firm of independent public accountants expressed in a
         written certification thereof delivered to the Trustee), without
         consideration of any reinvestment of any interest thereon, to pay
         principal, premium, if, any, and interest on the Notes to



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                                       59


         maturity or redemption, as the case may be, and to pay all other sums
         payable by it hereunder, (C) no Default or Event of Default with
         respect to the Notes shall have occurred and be continuing on the date
         of such deposit, (D) such deposit will not result in a breach or
         violation of, or constitute a default under, this Indenture or any
         other agreement or instrument to which the Obligors are a party or by
         which they are bound and (E) the Obligors have each delivered to the
         Trustee an Officers' Certificate and an Opinion of Counsel, in each
         case stating that all conditions precedent provided for herein relating
         to the satisfaction and discharge of this Indenture have been complied
         with.

         With respect to the foregoing clause (i), the Obligors' obligations
under Section 7.07 shall survive. With respect to the foregoing clause (ii), the
Obligors' obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.11, 4.01,
4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no
longer outstanding. Thereafter, only the Obligors' obligations in Sections 7.07,
8.04, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the
Trustee upon request shall acknowledge in writing the discharge of the Obligors'
obligations under the Notes and this Indenture except for those surviving
obligations specified above.

         SECTION 8.02. Defeasance and Discharge of Indenture. The Obligors will
be deemed to have paid and will be discharged from any and all obligations in
respect of the Notes on the 123rd day after the date of the deposit referred to
in clause (A) of this Section 8.02, and the provisions of this Indenture will no
longer be in effect with respect to the Notes, and the Trustee, at the expense
of the Obligors, shall execute proper instruments acknowledging the same if:

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



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          U.S. Government Obligations to the payment of such principal, premium,
          if any, and interest with respect to the Notes;

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

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

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

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

         Notwithstanding the foregoing, prior to the end of the 123-day (or one
year) period referred to in clause (B)(2) of this Section 8.02, none of the
Obligors' obligations under this Indenture shall be discharged. Subsequent to
the end of such 123-day (or one year) period with respect to this Section 8.02,
the Obligors' obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.11, 4.01,
4.02, 7.07, 8.04, 8.05, 8.06 and the rights, powers, trusts, duties and
immunities of



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the Trustee hereunder shall survive until the Notes are no longer outstanding.
Thereafter, only the Obligors' obligations in Sections 7.07, 8.04, 8.05 and 8.06
shall survive. If and when a ruling from the Internal Revenue Service or an
Opinion of Counsel referred to in clause (B)(1) of this Section 8.02 is able to
be provided specifically without regard to, and not in reliance upon, the
continuance of the Obligors' obligations under Section 4.01, then the Obligors'
obligations under such Section 4.01 shall cease upon delivery to the Trustee of
such ruling or Opinion of Counsel and compliance with the other conditions
precedent provided for herein relating to the defeasance contemplated by this
Section 8.02.

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

         SECTION 8.03. Defeasance of Certain Obligations. The Obligors may omit
to comply with any term, provision or condition set forth in clauses (iii) and
(iv) of Section 5.01 and Sections 4.03 through 4.11 and Section 4.20 and clause
(c) of Section 6.01 with respect to clauses (iii) and (iv) of Section 5.01,
clause (d) of Section 6.01 with respect to Sections 4.01, 4.02 and 4.12 through
4.19 and clauses (e) and (f) of Section 6.01 shall be deemed not to be Events of
Default, in each case with respect to the outstanding Notes if:

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



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                  (ii) the Obligors have delivered to the Trustee an Opinion of
         Counsel to the effect that (A) the creation of the defeasance trust
         does not violate the Investment Company Act of 1940, (B) after the
         passage of 123 days following the deposit (except, with respect to any
         trust funds for the account of any Holder who may be deemed to be an
         "insider" for purposes of the United States Bankruptcy Code, after one
         year following the deposit), the trust funds will not be subject to the
         effect of Section 547 of the United States Bankruptcy Code or Section
         15 of the New York Debtor and Creditor Law (C) the Holders will not
         recognize income, gain or loss for federal income tax purposes as a
         result of such deposit and defeasance of certain covenants and Events
         of Default and will be subject to federal income tax on the same amount
         and in the same manner and at the same times as would have been the
         case if such deposit and defeasance had not occurred and (D) the
         Trustee, for the benefit of the Holders, has a valid first-priority
         security interest in the trust funds;

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

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

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

         SECTION 8.04. Application of Trust Money. Subject to Sections 8.05 and
8.06, the Trustee or Paying Agent shall hold in trust money or U.S. Government
Obligations deposited with it pursuant to Section 8.01, 8.02 or 8.03, as the
case may be, and shall apply the deposited money and the money from U.S.
Government Obligations in accordance with the Notes and this Indenture to the
payment of principal of, premium, if any, and interest on the Notes; but such
money need not be segregated from other funds except to the extent required by
law.

         SECTION 8.05. Repayment to Obligors. Subject to Sections 7.07, 8.01,
8.02 and 8.03, the Trustee and the Paying Agent shall promptly pay to the
Obligors upon request set forth in an Officers' Certificate any excess money
held by them at any time and thereupon shall be relieved from all liability with
respect to such money. The Trustee and the Paying Agent shall pay to the
Obligors upon request any money held by them for the payment of principal,
premium, if any,



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or interest that remains unclaimed for two years; provided that the Trustee or
Paying Agent before being required to make any payment may cause to be published
at the expense of the Obligors once in a newspaper of general circulation in The
City of New York or mail to each Holder entitled to such money at such Holder's
address (as set forth in the Security Register) notice that such money remains
unclaimed and that after a date specified therein (which shall be at least 30
days from the date of such publication or mailing) any unclaimed balance of such
money then remaining will be repaid to the Obligors. After payment to the
Obligors, Holders entitled to such money must look to the Obligors for payment
as general creditors unless an applicable law designates another Person, and all
liability of the Trustee and such Paying Agent with respect to such money shall
cease.

         SECTION 8.06. Reinstatement. If the Trustee or Paying Agent is unable
to apply any money or U.S. Government Obligations in accordance with Section
8.01, 8.02 or 8.03, as the case may be, by reason of any legal proceeding or by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Obligors'
obligations under this Indenture and the Notes shall be revived and reinstated
as though no deposit had occurred pursuant to Section 8.01, 8.02 or 8.03, as the
case may be, until such time as the Trustee or Paying Agent is permitted to
apply all such money or U.S. Government Obligations in accordance with Section
8.01, 8.02 or 8.03, as the case may be; provided that, if the Obligors have made
any payment of principal of, premium, if any, or interest on any Notes because
of the reinstatement of its obligations, the Obligors shall be subrogated to the
rights of the Holders of such Notes to receive such payment from the money or
U.S. Government Obligations held by the Trustee or Paying Agent.

                                  ARTICLE NINE
                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

         SECTION 9.01. Without Consent of Holders. The Obligors, when authorized
by a resolution of their respective Boards of Directors (as evidenced by Board
Resolutions), and the Trustee may amend or supplement this Indenture or the
Notes without notice to or the consent of any Holder:

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

                   (2) to comply with Article Five;



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

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

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

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

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

         SECTION 9.02. With Consent of Holders. Subject to Sections 6.04 and
6.07 and without prior notice to the Holders, the Obligors, when authorized by
their respective Boards of Directors (as evidenced by Board Resolutions), and
the Trustee may amend this Indenture and the Notes with the written consent of
the Holders of a majority in aggregate principal amount of the Notes then
outstanding, and the Holders of a majority in aggregate principal amount of the
Notes then outstanding by written notice to the Trustee may waive future
compliance by the Obligors with any provision of this Indenture or the Notes.

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

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

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

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

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



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                                       65


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

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

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

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

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

         SECTION 9.03. Revocation and Effect of Consent. Until an amendment or
waiver becomes effective, a consent to it by a Holder is a continuing consent by
the Holder and every subsequent Holder of a Note or portion of a Note that
evidences the same debt as the Note of the consenting Holder, even if notation
of the consent is not made on any Note. However, any such Holder or subsequent
Holder may revoke the consent as to its Note or portion of its Note. Such
revocation shall be effective only if the Trustee receives the notice of
revocation before the date the amendment, supplement or waiver becomes
effective. An amendment, supplement or waiver shall become effective on receipt
by the Trustee of written consents from the Holders of the requisite percentage
in principal amount of the outstanding Notes.

         The Obligors may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver. If a record date is fixed, then, notwithstanding the last
two sentences of the immediately preceding paragraph, those Persons who were
Holders at such record date (or their duly designated proxies) and only those
Persons shall be entitled to consent to such amendment, supplement or waiver or
to revoke any consent previously given, whether or not such persons continue to
be Holders after such record date. No such consent shall be valid or effective
for more than 90 days after such record date.



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                                       66


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

         SECTION 9.04. Notation on or Exchange of Notes. If an amendment,
supplement or waiver changes the terms of a Note, the Trustee may require the
Holder to deliver such Note to the Trustee. At the Obligors' expense, the
Trustee may place an appropriate notation on the Note about the changed terms
and return it to the Holder and the Trustee may place an appropriate notation on
any Note thereafter authenticated. Alternatively, if the Obligors or the Trustee
so determines, the Obligors in exchange for the Note shall issue and the Trustee
shall authenticate a new Note that reflects the changed terms. Failure to make
the appropriate notation, or issue a new Note, shall not affect the validity and
effect of such amendment, supplement or waiver.

         SECTION 9.05. Trustee to Sign Amendments, Etc. The Trustee shall be
entitled to receive, and shall be fully protected in relying upon, an Opinion of
Counsel that complying with Section 10.03 and stating that the execution of any
amendment, supplement or waiver authorized pursuant to this Article Nine is
authorized or permitted by this Indenture and that it will be valid and binding
upon the Obligors. Subject to the preceding sentence, the Trustee shall sign
such amendment, supplement or waiver if the same does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. The Trustee may, but
shall not be obligated to, execute any such amendment, supplement or waiver that
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise.

         SECTION 9.06. Conformity with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article Nine shall conform to the
requirements of the TIA as then in effect.

                                   ARTICLE TEN
                                  MISCELLANEOUS

         SECTION 10.01. Trust Indenture Act of 1939. This Indenture shall be
subject to the provisions of the TIA that are required to be a part of this
Indenture and shall, to the extent applicable, be governed by such provisions.

         SECTION 10.02. Notices. Any notice or communication shall be
sufficiently given if in writing and delivered in person, mailed by first-class
mail or sent by telecopier transmission addressed as follows:



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                                       67

         if to the Obligors:

                  Time Warner Telecom LLC
                  Time Warner Telecom Inc.
                  5700 S. Quebec Street
                  Greenwood Village, CO 80111
                  Telecopier No.:  (303) 566-3349
                  Attention: David J. Rayner

         if to the Trustee:

                  The Chase Manhattan Bank
                  450 West 33rd Street
                  New York, New York 10001
                  Telecopier No.:  (212) 946-8158
                  Attention:  Global Trust Services

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

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

         Failure to mail notice or communication to a Holder as provided herein
or any defect in any such notice or communication shall not affect its
sufficiency with respect to other Holders. Except for a notice to the Trustee,
which is deemed given only when received, and except as otherwise provided in
this Indenture, if a notice or communication is mailed in the manner provided in
this Section 10.02, it is duly given, whether or not the addressee receives it.

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



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                                       68


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

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

         SECTION 10.03. Certificate and Opinion as to Conditions Precedent. Upon
any request or application by the Obligors to the Trustee to take any action
under this Indenture, the Obligors shall furnish to the Trustee:

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

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

         SECTION 10.04. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:

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

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

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

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

         SECTION 10.05. Acts of Holders. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders



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                                       69


may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by an agent duly appointed in
writing or may be embodied in or evidenced by an electronic transmission which
identifies the documents containing the proposal on which such consent is
requested and certifies such Holders' consent thereto and agreement to be bound
thereby; 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 either Obligor. Proof of
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and (subject to Section 7.01)
conclusive in favor of the Trustee and the Obligors, if made in the manner
provided in this Section.

                  (b) The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness to such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by an officer of a corporation or a member of a partnership, on
behalf of such corporation or partnership, 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.

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

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

                  (e) If the Obligors shall solicit from the Holders any
request, demand, authorization, direction, notice, consent, waiver or other
action, the Obligors may, at their option, by Board Resolution, fix in advance a
record date for the determination of Holders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other action, but
the Obligors shall have no obligation to do so. Notwithstanding Trust Indenture
Act Section 316(c), any such record date shall be the record date specified in
or pursuant to such Board Resolution, which shall be a date not more than 30
days prior to the first solicitation of Holders generally in connection
therewith and no later than the date such solicitation is completed.

                  If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other action may be given
before or after the record date, but only the Holders of record at the close of
business on the record date shall be deemed to be Holders for the purposes of
determining whether Holders of the requisite proportion of Notes outstanding
have authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or



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                                       70


other action, and for that purpose the Notes outstanding shall be computed as of
the record date; provided that no such authorization, agreement or consent by
the Holders on the record date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than six months
after the record date, and that no such authorization, agreement or consent may
be amended, withdrawn or revoked once given by a Holder, unless the Obligors
shall provide for such amendment, withdrawal or revocation in conjunction with
such solicitation of authorizations, agreements or consents or unless and to the
extent required by applicable law.

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

         SECTION 10.06. Rules by Trustee, Paying Agent or Registrar. The Trustee
may make reasonable rules for action by or at a meeting of Holders. The Paying
Agent or Registrar may make reasonable rules for its functions.

         SECTION 10.07. Payment Date Other Than a Business Day. If an Interest
Payment Date, Redemption Date, Payment Date, Stated Maturity or date of maturity
of any Note shall not be a Business Day, then payment of principal of, premium,
if any, or interest on such Note, as the case may be, need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the Interest Payment Date, Payment Date or Redemption
Date, or at the Stated Maturity or date of maturity of such Note; provided that
no interest shall accrue with respect to such payment for the period from and
after such Interest Payment Date, Payment Date, Redemption Date, Stated Maturity
or date of maturity, as the case may be.

         SECTION 10.08. Governing Law. This Indenture and the Notes shall be
governed by the laws of the State of New York. The Trustee, the Obligors and the
Holders agree to submit to the jurisdiction of the courts of the State of New
York in any action or proceeding arising out of or relating to this Indenture or
the Notes.

         SECTION 10.09. No Adverse Interpretation of Other Agreements. This
Indenture may not be used to interpret another indenture, loan or debt agreement
of the Company, TWT or any Subsidiary of the Company. Any such indenture, loan
or debt agreement may not be used to interpret this Indenture.

         SECTION 10.10. No Recourse Against Others. No recourse for the payment
of the principal of, premium, if any, or interest on any of the Notes, or for
any claim based thereon or otherwise in respect thereof, and no recourse under
or upon any obligation, covenant or agreement



<PAGE>

<PAGE>

                                       71


of the Obligors contained in this Indenture or in any of the Notes, or because
of the creation of any Indebtedness represented thereby, shall be had against
any incorporator or against any past, present or future partner, stockholder,
other equityholder, officer, director, employee or controlling person, as such,
of the Obligors or of any successor Person, either directly or through the
Obligors or any successor Person, whether by virtue of any constitution, statute
or rule of law, or by the enforcement of any assessment or penalty or otherwise;
it being expressly understood that all such liability is hereby expressly waived
and released as a condition of, and as a consideration for, the execution of
this Indenture and the issue of the Notes.

         SECTION 10.11. Successors. All agreements of the Obligors in this
Indenture and the Notes shall bind their respective successors. All agreements
of the Trustee in this Indenture shall bind its successor.

         SECTION 10.12. Duplicate Originals. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

         SECTION 10.13. Separability. In case any provision in this Indenture or
in the Notes shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

         SECTION 10.14. Table of Contents, Headings, Etc. The Table of Contents,
Cross- Reference Table and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be
considered a part hereof and shall in no way modify or restrict any of the terms
and provisions hereof.



<PAGE>

<PAGE>



                                   SIGNATURES

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


                                   TIME WARNER TELECOM LLC


                                   By: David Rayner
                                      --------------------------------
                                      Name:
                                      Title:


                                   TIME WARNER TELECOM INC.


                                   By: David Rayner
                                      ---------------------------------
                                      Name:
                                      Title:


                                   THE CHASE MANHATTAN BANK


                                   By: 
                                       ---------------------------------
                                       Name:
                                       Title:



<PAGE>

<PAGE>



                                   SIGNATURES

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


                                   TIME WARNER TELECOM LLC


                                   By: 
                                      --------------------------------
                                      Name:
                                      Title:


                                   TIME WARNER TELECOM INC.


                                   By: 
                                      ---------------------------------
                                      Name:
                                      Title:


                                   THE CHASE MANHATTAN BANK


                                   By: R. Lorenzen
                                       ---------------------------------
                                       Name:  R. Lorenzen
                                       Title: Senior Trust Officer



<PAGE>

<PAGE>


                                                                      Exhibit A

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

                   UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN DEFINITIVE REGISTERED FORM, THIS CERTIFICATE MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC
TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

                             TIME WARNER TELECOM LLC

                            TIME WARNER TELECOM INC.

                           9 3/4% Senior Note due 2008

                                                                 CUSIP 887321AA5

No.___                                                              $___________

         TIME WARNER TELECOM LLC, a Delaware limited liability company (the
"Company"), and TIME WARNER TELECOM INC., a Delaware corporation ("TWT" and,
together with the Company, the "Obligors"), which term includes any successor
under the Indenture hereinafter referred to), for value received, promises to
pay to __________, or its registered assigns, the principal sum of
____________________ ($__________) on July 15, 2008.

         Interest Payment Dates: January 15 and July 15, commencing January 15,
1999

         Regular Record Dates:  January 1 and July 1

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



<PAGE>

<PAGE>


                                       A-2

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

Date: __________               TIME WARNER TELECOM LLC


                                          By: __________________________________
                                              Name:
                                              Title:

                                          TIME WARNER TELECOM INC.

                                          By: __________________________________
                                              Name:
                                              Title:



                    (Trustee's Certificate of Authentication)

This is one of the 9 3/4% Senior Notes due 2008 described in the within-
mentioned Indenture.

                                      THE CHASE MANHATTAN BANK,

                                           as Trustee

                                      By:__________________________________
                                           Authorized Officer



<PAGE>

<PAGE>


                                       A-3

                             TIME WARNER TELECOM LLC

                            TIME WARNER TELECOM INC.

                           9 3/4% Senior Note due 2008

1.  Principal and Interest.

         The Obligors will pay the principal of this Note on July 15, 2008.

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

         Interest will be payable semiannually (to the holders of record of the
Notes at the close of business on the January 1 or July 1 immediately preceding
the Interest Payment Date) on each Interest Payment Date, commencing January 15,
1999.

         Interest on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from July 21, 1998;
provided that, if there is no existing default in the payment of interest and
this Note is authenticated between a Regular Record Date referred to on the face
hereof and the next succeeding Interest Payment Date, interest shall accrue from
such Interest Payment Date. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.

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

2.  Method of Payment.

         The Obligors will pay interest (except defaulted interest) on the
principal amount of the Notes as provided above on each January 15 and July 15,
commencing January 15, 1999 to the Persons who are Holders (as reflected in the
Security Register at the close of business on the January 1 or July 1
immediately preceding the Interest Payment Date), in each case, even if the Note
is cancelled on registration of transfer or registration of exchange after such
record date; provided that, with respect to the payment of principal, the
Obligors will make payment to the Holder that surrenders this Note to a Paying
Agent on or after July 15, 2008.



<PAGE>

<PAGE>


                                       A-4

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

3.  Paying Agent and Registrar.

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

4.  Indenture; Limitations.

         The Obligors issued the Notes under an Indenture dated as of July 21,
1998 (the "Indenture"), among the Company, TWT and The Chase Manhattan Bank,
trustee (the "Trustee"). Capitalized terms herein are used as defined in the
Indenture unless otherwise indicated. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act. The Notes are subject to all such terms, and Holders are
referred to the Indenture and the Trust Indenture Act for a statement of all
such terms. To the extent permitted by applicable law, in the event of any
inconsistency between the terms of this Note and the terms of the Indenture, the
terms of the Indenture shall control.

         The Notes are general unsecured obligations of the Obligors.

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

5.  Optional Redemption.

         The Notes are redeemable, at the Obligors' option, in whole or in part,
at any time or from time to time, on or after July 15, 2003 and prior to
maturity, upon not less than 30 nor more than 60 days' prior notice mailed by
first class mail to each Holder's last address, as it appears in the Security
Register, at the following Redemption Prices (expressed in percentages of
principal amount), plus accrued and unpaid interest, if any, to the Redemption
Date (subject to the right of Holders of record on the relevant Regular Record
Date that is on or prior to the Redemption Date to receive interest due on an
Interest Payment Date), if redeemed during the 12-month period commencing July
15 of the years set forth below:



<PAGE>

<PAGE>


                                       A-5

<TABLE>
<CAPTION>
                                                      Redemption
          Year                                          Price
          ----                                        ----------
        <S>                                          <C>     
          2003...............................         104.875%
          2004...............................         103.250%
          2005...............................         101.625%
          2006 and thereafter................         100.000%
</TABLE>

         At any time prior to July 15, 2001, the Obligors may redeem up to 35%
of the aggregate principal amount of the Notes with the net proceeds of one or
more Equity Offerings, at any time or from time to time, at a Redemption Price
(expressed as a percentage of principal amount) of 109.750%, plus accrued and
unpaid interest to the Redemption Date (subject to the rights of Holders of
record on the relevant Regular Record Date that is on or prior to the Redemption
Date to receive interest due on an Interest Payment Date); provided that (i) at
least 65% of the aggregate principal amount of Notes originally issued on the
Closing Date remains outstanding after each such redemption and (ii) notice of
such redemption shall be mailed within 90 days of the related Equity Offering.

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

6. Repurchase upon Change of Control.

         The Obligors shall commence within 30 days of the later of (a) the
occurrence of a Change of Control and (b) the end of the Change of Control
Period with respect to a Change of Control, and consummate an Offer to Purchase
for all Notes then outstanding, at a purchase price equal to 101% of the
principal amount thereof on the relevant Payment Date, plus accrued interest (if
any) to the Payment Date; provided that, the Obligors shall not be required to
commence and consummate an Offer to Purchase if, at the time specified above for
the commencement of an Offer to Purchase, the Notes shall be rated Investment
Grade.

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



<PAGE>

<PAGE>


                                       A-6

7.  Denominations; Transfer; Exchange.

         The Notes are in registered form without coupons in denominations of
$1,000 of principal amount and multiples of $1,000 in excess thereof. A Holder
may register the transfer or exchange of Notes in accordance with the Indenture.
The Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not register the transfer
or exchange of any Notes selected for redemption. Also, it need not register the
transfer or exchange of any Notes for a period of 15 days before the day of
mailing of a notice of redemption of Notes selected for redemption.

8.  Persons Deemed Owners.

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

9.  Unclaimed Money.

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

10. Discharge Prior to Redemption or Maturity.

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

11.  Amendment; Supplement; Waiver.

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



<PAGE>

<PAGE>


                                       A-7

12.  Restrictive Covenants.

         The Indenture imposes certain limitations on the ability of the
Company, TWT and the Company's Restricted Subsidiaries, among other things, to
Incur additional Indebtedness, make Restricted Payments, suffer to exist
restrictions on the ability of Restricted Subsidiaries to make certain payments
to the Company, issue Capital Stock of Restricted Subsidiaries, Guarantee
Indebtedness of the Company, engage in transactions with Affiliates, suffer to
exist or incur Liens, enter into sale-leaseback transactions, use the proceeds
from Asset Sales, or merge, consolidate or transfer substantially all of its
assets. Within 90 days after the end of each fiscal year, the Obligors shall
deliver to the Trustee an Officers' Certificate stating whether or not the
signers thereof know of any Default or Event of Default under such restrictive
covenants.

13.  Successor Persons.

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

14.  Defaults and Remedies.

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

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

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

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

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



<PAGE>

<PAGE>


                                       A-8

                  (e) there occurs with respect to any issue or issues of
         Indebtedness of the Company or any Significant Subsidiary having an
         outstanding principal amount of $12 million or more in the aggregate
         for all such issues of all such Persons, whether such Indebtedness now
         exists or shall hereafter be created, (I) an event of default that has
         caused the holder thereof to declare such Indebtedness to be due and
         payable prior to its Stated Maturity and such Indebtedness has not been
         discharged in full or such acceleration has not been rescinded or
         annulled within 30 days of such acceleration and/or (II) the failure to
         make a principal payment at the final (but not any interim) fixed
         maturity and such defaulted payment shall not have been made, waived or
         extended within 30 days of such payment default;

                  (f) any final judgment or order (not covered by insurance) for
         the payment of money in excess of $12 million in the aggregate for all
         such final judgments or orders against all such Persons (treating any
         deductibles, self-insurance or retention as not so covered) shall be
         rendered against the Company or any Significant Subsidiary and shall
         not be paid or discharged, and there shall be any period of 30
         consecutive days following entry of the final judgment or order that
         causes the aggregate amount for all such final judgments or orders
         outstanding and not paid or discharged against all such Persons to
         exceed $12 million during which a stay of enforcement of such final
         judgment or order, by reason of a pending appeal or otherwise, shall
         not be in effect;

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

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



<PAGE>

<PAGE>


                                       A-9

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

15. Trustee Dealings with the Company.

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

16.  No Recourse Against Others.

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

17.  Authentication.

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

18.  Abbreviations.

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

19.  Governing Law.

         This Note shall be governed by the laws of the State of New York.



<PAGE>

<PAGE>


                                      A-10

         The Obligors will furnish a copy of the Indenture to any Holder upon
written request and without charge. Requests may be made to Time Warner Telecom
LLC, Time Warner Telecom Inc., 5700 S. Quebec Street, Greenwood Village, CO
80111; Attention: David J. Rayner.






<PAGE>