<PAGE>
                                                                     Exhibit 4.1

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                        CENTENNIAL COMMUNICATIONS CORP.,

                                   as Issuer,

                                       and

                         U.S. BANK NATIONAL ASSOCIATION,

                                   as Trustee

                                   ----------

                                    INDENTURE

                          Dated as of December 21, 2005

                $350,000,000 Senior Floating Rate Notes due 2013

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

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                                TABLE OF CONTENTS

<TABLE>
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                                                                            ----
<S>                                                                         <C>
                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1.   Definitions...............................................      1
SECTION 1.2.   Incorporation by Reference of TIA.........................     27
SECTION 1.3.   Rules of Construction.....................................     27

                                   ARTICLE II
                                 THE SECURITIES

SECTION 2.1.   Form and Dating...........................................     28
SECTION 2.2.   Execution and Authentication..............................     29
SECTION 2.3.   Registrar and Paying Agent................................     30
SECTION 2.4.   Paying Agent to Hold Assets in Trust......................     30
SECTION 2.5.   Securityholder Lists......................................     31
SECTION 2.6.   Transfer and Exchange.....................................     31
SECTION 2.7.   Replacement Securities....................................     44
SECTION 2.8.   Outstanding Securities....................................     44
SECTION 2.9.   Treasury Securities.......................................     44
SECTION 2.10.  Temporary Securities......................................     45
SECTION 2.11.  Cancellation..............................................     45
SECTION 2.12.  Defaulted Interest........................................     45
SECTION 2.13.  CUSIP Numbers.............................................     46
SECTION 2.14.  Additional Securities.....................................     47

                                   ARTICLE III
                                   REDEMPTION

SECTION 3.1.   Rights of Redemption......................................     47
SECTION 3.2.   Notices to Trustee........................................     48
SECTION 3.3.   Selection of Securities to Be Redeemed....................     48
SECTION 3.4.   Notice of Redemption......................................     48
SECTION 3.5.   Effect of Notice of Redemption............................     49
SECTION 3.6.   Deposit of Redemption Price...............................     50
SECTION 3.7.   Securities Redeemed in Part...............................     50

                                   ARTICLE IV
                                    COVENANTS

SECTION 4.1.   Payment of Securities.....................................     50
SECTION 4.2.   Maintenance of Office or Agency...........................     51
SECTION 4.3.   Limitation on Restricted Payments.........................     51
SECTION 4.4.   Corporate and Other Existence.............................     53
SECTION 4.5.   Payment of Taxes and Other Claims.........................     54
</TABLE>


                                        i

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<TABLE>
<S>                                                                           <C>
SECTION 4.6.   Maintenance of Properties and Insurance...................     54
SECTION 4.7.   Compliance Certificate; Notice of Default.................     55
SECTION 4.8.   Reports...................................................     55
SECTION 4.9.   Limitation on Transactions with Related Persons...........     56
SECTION 4.10.  Limitation on Incurrence of Additional Indebtedness.......     57
SECTION 4.11.  Limitation on Restricting Subsidiary Dividends............     60
SECTION 4.12.  Limitation on Liens.......................................     61
SECTION 4.13.  Limitation on Asset Sales and Sales of Subsidiary Stock...     62
SECTION 4.14.  Waiver of Stay, Extension or Usury Laws...................     67
SECTION 4.15.  [INTENTIONALLY OMITTED]...................................     67
SECTION 4.16.  Limitation on Unrestricted Subsidiaries...................     67
SECTION 4.17.  Limitation on Lines of Business...........................     68
SECTION 4.18.  Limitation on Issuance of Guarantees; Release of
                  Guarantee..............................................     69
SECTION 4.19.  Waiver of Compliance with Certain Covenants...............     69
SECTION 4.20.  Termination of Certain Covenants..........................     70
SECTION 4.21.  Investment Grade Covenant.................................     70

                                    ARTICLE V
                              SUCCESSOR CORPORATION

SECTION 5.1.   Limitation on Merger, Sale or Consolidation...............     70
SECTION 5.2.   Successor Corporation Substituted.........................     71

                                   ARTICLE VI
                         EVENTS OF DEFAULT AND REMEDIES

SECTION 6.1.   Events of Default.........................................     72
SECTION 6.2.   Acceleration of Maturity Date; Rescission and Annulment...     73
SECTION 6.3.   Collection of Indebtedness and Suits for Enforcement by
                  Trustee................................................     75
SECTION 6.4.   Trustee May File Proofs of Claim..........................     75
SECTION 6.5.   Trustee May Enforce Claims Without Possession of
                  Securities.............................................     76
SECTION 6.6.   Priorities................................................     76
SECTION 6.7.   Limitation on Suits.......................................     77
SECTION 6.8.   Unconditional Right of Holders to Receive Principal,
                  Premium, Interest and Additional Interest..............     77
SECTION 6.9.   Rights and Remedies Cumulative............................     77
SECTION 6.10.  Delay or Omission Not Waiver..............................     78
SECTION 6.11.  Control by Holders........................................     78
SECTION 6.12.  Waiver of Past Default....................................     78
SECTION 6.13.  Undertaking for Costs.....................................     78
SECTION 6.14.  Restoration of Rights and Remedies........................     79

                                   ARTICLE VII
                                     TRUSTEE

SECTION 7.1.   Duties of Trustee.........................................     79
SECTION 7.2.   Rights of Trustee.........................................     80
</TABLE>


                                       ii

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<TABLE>
<S>                                                                           <C>
SECTION 7.3.   Individual Rights of Trustee..............................     81
SECTION 7.4.   Trustee's Disclaimer......................................     82
SECTION 7.5.   Notice of Default.........................................     82
SECTION 7.6.   Reports by Trustee to Holders.............................     82
SECTION 7.7.   Compensation and Indemnity................................     83
SECTION 7.8.   Replacement of Trustee....................................     83
SECTION 7.9.   Successor Trustee by Merger, Etc..........................     84
SECTION 7.10.  Eligibility; Disqualification.............................     84
SECTION 7.11.  Preferential Collection of Claims Against the Issuer......     84
SECTION 7.12.  Wire Transfers and Investments............................     85

                                  ARTICLE VIII
                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 8.1.   Supplemental Indentures Without Consent of Holders........     85
SECTION 8.2.   Amendments, Supplemental Indentures and Waivers with
                  Consent of Holders.....................................     86
SECTION 8.3.   Compliance with TIA.......................................     88
SECTION 8.4.   Revocation and Effect of Consents.........................     88
SECTION 8.5.   Notation on or Exchange of Securities.....................     88
SECTION 8.6.   Trustee to Sign Amendments, Etc...........................     89

                                   ARTICLE IX
                                FUTURE GUARANTEES

SECTION 9.1.   Future Guarantees.........................................     89
SECTION 9.2.   Supplemental Indenture....................................     91
SECTION 9.3.   Limitation of Guarantors' Liability.......................     91
SECTION 9.4.   Subrogation...............................................     91
SECTION 9.5.   Benefits Acknowledged.....................................     91
SECTION 9.6.   Contribution..............................................     92

                                    ARTICLE X
                           RIGHT TO REQUIRE REPURCHASE

SECTION 10.1.  Repurchase of Securities at Option of the Holder Upon a
                  Change of Control......................................     92

                                   ARTICLE XI
                                  MISCELLANEOUS

SECTION 11.1.  TIA Controls..............................................     94
SECTION 11.2.  Notices...................................................     94
SECTION 11.3.  Communications by Holders with Other Holders..............     95
SECTION 11.4.  Certificate and Opinion as to Conditions Precedent........     95
SECTION 11.5.  Statements Required in Certificate or Opinion.............     95
SECTION 11.6.  Rules by Trustee, Paying Agent, Registrar.................     96
SECTION 11.7.  Legal Holidays............................................     96
SECTION 11.8.  Governing Law.............................................     96
</TABLE>


                                       iii

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<TABLE>
<S>                                                                          <C>
SECTION 11.9.  No Adverse Interpretation of Other Agreements.............     97
SECTION 11.10. No Recourse Against Others................................     97
SECTION 11.11. Successors................................................     97
SECTION 11.12. Duplicate Originals.......................................     97
SECTION 11.13. Severability..............................................     98
SECTION 11.14. Table of Contents, Headings, Etc..........................     98
SECTION 11.15. Qualification of Indenture................................     98
SECTION 11.16. Registration Rights.......................................     98

                                   ARTICLE XII
                           SATISFACTION AND DISCHARGE

SECTION 12.1.  Satisfaction and Discharge of Indenture...................     98
SECTION 12.2.  Application of Trust Money................................     99

                                    EXHIBITS

EXHIBIT A. Form of Security..............................................    A-1
EXHIBIT B. Form of Certificate of Transfer...............................    B-1
EXHIBIT C. Form of Certificate of Exchange...............................    C-1
EXHIBIT D. Form of Certificate From Acquiring Institutional Accredited
              Investor...................................................    D-1
</TABLE>


                                       iv

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                              CROSS-REFERENCE TABLE

     This Cross-Reference Table shall not, for any purpose, be deemed to be a
part of the Indenture.

<TABLE>
<CAPTION>
TIA Section                                                    Indenture Section
-----------                                                    -----------------
<S>                                                            <C>
310 (a)(1)..................................................          7.10
    (a)(2)..................................................          7.10
    (b).....................................................          7.10
311 (a).....................................................          7.11
    (b).....................................................          7.11
312 (b).....................................................          11.3
    (c).....................................................          11.3
313 (a).....................................................           7.6
    (b).....................................................           7.6
    (c).....................................................           7.6
314 (a).....................................................           4.7
</TABLE>


                                        v

<PAGE>

          INDENTURE, dated as of December 21, 2005, by and between Centennial
Communications Corp., a Delaware corporation (the "Issuer") and U.S. Bank
National Association (the "Trustee").

          Each party hereto agrees as follows for the benefit of each other
party and for the equal and ratable benefit of the Holders of the Issuer's
Senior Floating Rate Notes due 2013 (the "Securities") the following:

                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

          SECTION 1.1. Definitions.

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

          "2008 Senior Subordinated Notes" means the 10 3/4% Senior Subordinated
Notes due 2008 issued pursuant to an indenture dated December 14, 1998, as
amended, among the Issuer and CCOC, as co-issuers, Centennial PR, as an initial
guarantor, and Wells Fargo, as successor trustee to The Chase Manhattan Bank, as
trustee.

          "2013 Fixed Rate Notes" means the 10% Senior Notes due 2013 issued
pursuant to an indenture dated December 21, 2005, between the Issuer and U.S.
Bank National Association, as trustee.

          "2013 Senior Notes" means the 10 1/8% Senior Notes due 2013 issued
pursuant to an indenture dated June 20, 2003, among the Issuer and CCOC, as
co-issuers, Centennial PR, as an initial guarantor, and U.S. Bank National
Association, as trustee.

          "2014 Senior Notes" means the 8 1/8% Senior Notes due 2014 issued
pursuant to an indenture dated February 9, 2004, among the Issuer, CCOC and
Centennial PR, as co-issuers, and U.S. Bank National Association, as trustee.

          "Acceleration Notice" shall have the meaning specified in Section 6.2.

          "Acquired Indebtedness" means Indebtedness of a Person (i) existing at
the time such Person becomes a Restricted Subsidiary or (ii) assumed in
connection with the acquisition of assets from such Person, in each case, other
than Indebtedness incurred in connection with, or in contemplation of, such
Person becoming a Restricted Subsidiary or such acquisition, as the case may be.
Acquired Indebtedness shall be deemed to be Incurred on the date of the related
acquisition of assets from any Person or the date the Acquired Person becomes a
Restricted Subsidiary, as the case may be.

          "Acquired Person" shall have the meaning as set forth in the
definition of "Permitted Investment."

<PAGE>

          "Additional Interest" means the additional amounts, if any, payable by
the Issuer in the event of a Registration Default under, and as defined in, the
Registration Rights Agreement.

          "Additional Securities" means an unlimited aggregate principal amount
of Securities (other than the Securities issued on the date hereof) issued under
this Indenture in accordance with Sections 2.2, 2.14 and 4.10.

          "Affiliate" means, with respect to any specified Person, (i) any other
Person directly or indirectly controlling or controlled by, or under direct or
indirect common control with, such specified Person or (ii) any officer,
director, or controlling stockholder of such other Person. For purposes of this
definition, the term "control" means (a) the power to direct the management and
policies of a Person, directly or through one or more intermediaries, whether
through the ownership of voting securities, by contract, or otherwise, or (b)
without limiting the foregoing, the beneficial ownership of 10% or more of the
voting power of the voting common equity of such Person (on a fully diluted
basis) or of warrants or other rights to acquire such equity (whether or not
presently exercisable).

          "Agent" means any Registrar, Paying Agent or co-Registrar.

          "Annual Consolidated EBITDA" on any date means, with respect to any
Person, the Consolidated EBITDA for the Reference Period.

          "Annual Debt to EBITDA Ratio" on any date (the "Transaction Date")
means, with respect to any Person and its Restricted Subsidiaries, the ratio of
(i) consolidated Indebtedness of such Person and its Restricted Subsidiaries on
the Transaction Date (after giving pro forma effect to the Incurrence of such
Indebtedness and the application of the proceeds therefrom) (and without
duplication of any Indebtedness that may be the obligation of such Person and/or
one or more of its Subsidiaries) divided by (ii) the aggregate amount of Annual
Consolidated EBITDA of such Person (determined on a pro forma basis after giving
effect to all Investments in and acquisitions or dispositions of any company or
any business or any assets out of the ordinary course of business, whether by
merger, stock purchase or sale or asset purchase or sale, made by such Person
and its Subsidiaries from the beginning of the Reference Period through the
Transaction Date as if such Investment, acquisition or disposition had occurred
at the beginning of such Reference Period); provided that, for purposes of such
computation, in calculating Annual Consolidated EBITDA and consolidated
Indebtedness, (a) the transaction giving rise to the need to calculate the
Annual Debt to EBITDA Ratio will be assumed to have occurred (on a pro forma
basis) on the first day of the Reference Period; (b) the Incurrence of any
Indebtedness during the Reference Period or subsequent thereto and on or prior
to the Transaction Date (and the application of the proceeds therefrom to the
extent used to retire Indebtedness or to acquire businesses) will be assumed to
have occurred (on a pro forma basis) on the first day of such Reference Period;
(c) Consolidated Interest Expense attributable to any Indebtedness (whether
existing or being incurred) bearing a floating interest rate shall be computed
as if the rate in effect on the Transaction Date had been the applicable rate
for the entire period; and (d) all members of the consolidated group of such
Person on the Transaction Date that were acquired during the Reference Period
shall be deemed to be members of the consolidated group of such Person for the
entire Reference Period. When the foregoing


                                       2

<PAGE>

definition is used in connection with the Issuer and its Restricted
Subsidiaries, references to a Person and its Subsidiaries in the foregoing
definition shall be deemed to refer to the Issuer and its Restricted
Subsidiaries. Any such pro forma calculation may include adjustments for the pro
forma effect of (a) any cost savings accounted for on an annualized basis as a
result of an acquisition by the Issuer (or CCOC, as applicable) or a Restricted
Subsidiary which, in the good faith judgment of the Issuer (or CCOC, as
applicable) (as determined by a resolution of the Board of Directors of the
Issuer), will be eliminated or realized within one year after the date of such
transaction (provided that any such cost savings are calculated in accordance
with Regulation S-X under the Securities Act (or any successor regulation)) or
(b) any direct quantifiable savings from the conversion of roaming expense which
the Issuer (or CCOC, as applicable) will obtain within one year of the
transaction in the good faith judgment of the Board of Directors of the Issuer
from the acquisition of a third party which prior to such acquisition had a
contract with the Issuer (or CCOC, as applicable) or any Restricted Subsidiary
for roaming services.

          "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such Security, Euroclear and Cedel,
in each case to the extent applicable to such transaction and as in effect at
the time of such transfer or transaction.

          "Asset Sale" shall have the meaning specified in Section 4.13.

          "Asset Sale Offer" shall have the meaning specified in Section 4.13.

          "Asset Sale Offer Amount" shall have the meaning specified in Section
4.13.

          "Asset Sale Offer Period" shall have the meaning specified in Section
4.13.

          "Asset Sale Offer Price" shall have the meaning specified in Section
4.13.

          "Asset Sale Purchase Date" shall have the meaning specified in Section
4.13.

          "Attributable Amount" means, with respect to any Sale/Leaseback
Transaction involving any Principal Property, as at the time of determination,
the present value (discounted at the interest rate borne by the Securities,
compounded annually) of the total obligations of the lessee for rental payments
(other than amounts required to be paid on account of property taxes,
maintenance, repairs, insurance, assessments, utilities, operating and labor
costs and other items that do not constitute payments for property rights)
during the remaining term of the lease included in such Sale/Leaseback
Transaction (including any period for which such lease has been extended);
provided, however, that the Attributable Amount of each of the following
Sale/Leaseback Transactions involving a Principal Property shall, in each case,
be zero:

               1. a Sale/Leaseback Transaction in which the lease is for a
     period, including renewal rights, not in excess of three years;

               2. a Sale/Leaseback Transaction in which the transfer of the
     Principal Property is made within 270 days of the acquisition or
     construction of, or the completion of a material improvement to, such
     Principal Property;


                                       3

<PAGE>

               3. a Sale/Leaseback Transaction in which the transaction is
     between or among the Issuer and one or more Restricted Subsidiaries or
     between or among Restricted Subsidiaries; or

               4. a Sale/Leaseback Transaction pursuant to which the Issuer,
     within 270 days after the completion of the transfer of the Principal
     Property, applies toward the retirement of its Indebtedness or the
     Indebtedness of a Restricted Subsidiary, or to the purchase of other
     property constituting a Principal Property, the greater of the net proceeds
     from the transfer of the Principal Property and the fair market value of
     the Principal Property; provided, however, that the amount that must be
     applied to the retirement of Indebtedness shall be reduced by:

               (a) the principal amount of any debentures, notes or debt
          securities (including the notes) of the Issuer or a Restricted
          Subsidiary surrendered to the applicable trustee or agent for
          retirement and cancellation within 270 days of the completion of the
          transfer of the Principal Property;

               (b) the principal amount of any Indebtedness not included in
          clause (4)(a) of this definition to the extent such amount of
          Indebtedness is voluntarily retired by the Issuer or a Restricted
          Subsidiary within 270 days of the completion of the transfer of the
          Principal Property; and

               (c) all fees and expenses associated with the Sale/Leaseback
          Transaction.

          "Bankruptcy Law" means Title 11, United States Bankruptcy Code of
1978, as amended, or any similar United States federal or state law relating to
bankruptcy, insolvency, receivership, winding up, liquidation, reorganization or
relief of debtors or any amendment to, succession to or change in any such law.

          "Blackstone" means Blackstone Capital Partners III Merchant Banking
Fund L.P. and affiliates of the foregoing that are directly or indirectly
controlling or controlled by Blackstone or under direct or indirect common
control with Blackstone.

          "Board of Directors" means (i) with respect to a limited liability
company, the board of managers of limited liability company or other body
fulfilling the function of a board of directors of a corporation and (ii) with
respect to a corporation, the board of directors or any duly authorized
committee of such board of directors.

          "Board Resolution" means, with respect to any Person, a duly adopted
resolution of the Board of Directors of such Person.

          "Business Day" means a day that is not a Legal Holiday.

          "Calculation Agent" shall have the meaning specified in Exhibit A
hereof.

          "Capitalized Lease Obligations" means obligations under a lease that
are required to be capitalized for financial reporting purposes in accordance
with GAAP, and the amount of


                                       4

<PAGE>

Indebtedness represented by such obligations shall be the capitalized amount of
such obligations, as determined in accordance with GAAP.

          "Capital Stock" means, with respect to any Person, any capital stock
of such Person and shares, interests, participations or other ownership
interests (however designated) of any Person and any rights (other than debt
securities convertible into capital stock), warrants and options to purchase any
of the foregoing, including (without limitation) each class of common stock and
preferred stock of such Person if such Person is a corporation, each general and
limited partnership interest of such Person if such Person is a partnership and
all membership or other interests if such Person is a limited liability company
and any other interest or participation that confers on a Person the right to
receive a share of the profits and losses of, or distribution of assets of, the
issuing Person.

          "Cash Equivalents" means (i) securities issued or directly and fully
guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof) in each case maturing within
one year after the date of acquisition, (ii) time deposits and certificates of
deposit and commercial paper issued by the parent corporation of any domestic
commercial bank of recognized standing having capital and surplus in excess of
$500,000,000 and commercial paper issued by other entities rated at least A-2 or
the equivalent thereof by S&P or at least P-2 or the equivalent thereof by
Moody's and in each case maturing within one year after the date of acquisition
and (iii) investments in money market funds substantially all of whose assets
comprise securities of the types described in clauses (i) and (ii) above.

          "CCOC" means Centennial Cellular Operating Co. LLC, a limited
liability company organized under the laws of Delaware, until a successor Person
shall have become such pursuant to the applicable provisions hereof, and
thereafter "CCOC" shall mean such successor Person.

          "Centennial PR" means Centennial Puerto Rico Operations Corp., a
corporation organized under the laws of Delaware, until a successor Person shall
have become such pursuant to the applicable provisions hereof, and thereafter
"Centennial PR" shall mean such successor Person.

          "Change of Control" means the occurrence of any of the following
events: (i) the Issuer or CCOC consolidates with or merges with or into any
Person or sells, assigns, conveys, transfers, leases or otherwise disposes of
all or substantially all of its assets to any Person, or any Person consolidates
with or merges into or with the Issuer or CCOC, in any such event pursuant to a
transaction in which the outstanding Voting Stock of the Issuer or CCOC is
converted into or exchanged for cash, securities or other property, other than
any such transaction where (A) the outstanding Voting Stock of the Issuer is
changed or exchanged for (x) Voting Stock of the surviving corporation which is
not Disqualified Capital Stock (y) cash, securities and other property (other
than Capital Stock of the surviving corporation) in an amount which could be
paid by the Issuer as a Restricted Payment as described under Section 4.3 (and
such amount shall be treated as a Restricted Payment subject to the provisions
in Section 4.3) and (B) immediately after such transaction, no "person" or
"group," other than Permitted Holders, is the beneficial owner (as such term is
used in Rules 13d-3 and 13d-5 promulgated pursuant to the Exchange


                                       5

<PAGE>

Act), directly or indirectly, of more than 50% of the total outstanding Voting
Stock of the surviving corporation, (ii) any "person" or "group" (as such terms
are used for purposes of Sections 13(d) and 14(d) of the Exchange Act, whether
or not applicable), other than Permitted Holders, is or becomes the "beneficial
owner" (as such term is used in Rules 13d-3 and 13d-5 promulgated pursuant to
the Exchange Act), directly or indirectly, of Voting Stock representing more
than 50% of the voting power of the Voting Stock of the Issuer then outstanding
normally entitled to vote in elections of directors, or (iii) during any period
of 12 consecutive months, individuals who at the beginning of any such 12-month
period constituted the Board of Directors of the Issuer (together with any new
directors whose election to such board or whose nomination for election by the
shareholders of the Issuer was designated by the Permitted Holders or approved
by a vote of a majority of the directors then still in office who were either
directors at the beginning of such period or whose election or nomination for
election was previously so approved) cease for any reason to constitute at least
a majority of the Board of Directors of the Issuer then in office.

          "Change of Control Offer" shall have the meaning specified in Section
10.1.

          "Change of Control Offer Period" shall have the meaning specified in
Section 10.1.

          "Change of Control Purchase Date" shall have the meaning specified in
Section 10.1.

          "Change of Control Purchase Price" shall have the meaning specified in
Section 10.1.

          "Clearstream" means Clearstream Banking, societe anonyme, Luxembourg.

          "Company Order" or "Company Request" means a written request or order
signed in the name of the Issuer by any one of its Chairman of the Board, its
President, its Chief Executive Officer, its Chief Financial Officer or a Vice
President (regardless of Vice Presidential designation), and any one of its
Treasurer, or its Assistant Treasurer, its Secretary or an Assistant Secretary,
and delivered to the Trustee.

          "Consolidated EBITDA" of any Person means (a), with respect to any
period, the Consolidated Net Income of such Person for such period, plus (b) the
sum, without duplication (and only to the extent such amounts are deducted from
net revenue in determining such Consolidated Net Income), of (i) the provisions
for income taxes for such period for such Person and its consolidated Restricted
Subsidiaries, (ii) depreciation, amortization and other noncash charges of such
Person and its consolidated Restricted Subsidiaries (including (A) unrealized
gains and losses from hedging, foreign currency or commodities translations and
transactions and (B) any noncash compensation expense realized for grants of
performance shares, stock options or other rights to officers, directors and
employees), (iii) Consolidated Interest Expense of such Person for such period,
determined, in each case, on a consolidated basis for such Person and its
consolidated Restricted Subsidiaries in accordance with GAAP, and (iv)
monitoring and management fees actually paid to any Permitted Holder in an
amount in any calendar year not to exceed the greater of (A) $1,000,000 or (B)
1% of Annual Consolidated EBITDA, plus (c) any


                                       6

<PAGE>

fees, expenses or charges related to the Transactions or any equity offering,
Permitted Investment, acquisition or recapitalization or Indebtedness permitted
to be Incurred by this Indenture (in each case, whether or not successful), less
(d) the amount of all cash payments made during such period by such Person and
its Restricted Subsidiaries to the extent such payments relate to noncash
charges that were added back in determining Consolidated EBITDA for such period
or for any prior period.

          "Consolidated Interest Expense" of any Person means, for any period,
the aggregate amount (without duplication and determined in each case in
accordance with GAAP) of (a) interest expensed or capitalized, paid, accrued, or
scheduled to be paid or accrued (including, in accordance with the following
sentence, interest attributable to the Capitalized Lease Obligations) of such
Person and its consolidated Restricted Subsidiaries during such period,
including (i) original issue discount and noncash interest payments or accruals
on any Indebtedness, (ii) the interest portion of all deferred payment
obligations, and (iii) all commissions, discounts and other fees and charges
owed with respect to bankers' acceptances and letters of credit financings and
currency and Interest Rate Protection Obligations and Currency Hedging
Agreements and excluding the amortization of deferred financing fees, in each
case to the extent attributable to such period and (b) the amount of cash
dividends accrued or payable by such Person or any of its consolidated
Restricted Subsidiaries in respect of preferred stock (other than by Restricted
Subsidiaries of such Person to such Person or such Person's Restricted
Subsidiaries). For purposes of this definition, (x) interest on a Capitalized
Lease Obligation shall be deemed to accrue at an interest rate reasonably
determined by the Issuer to be the rate of interest implicit in such Capitalized
Lease Obligation in accordance with GAAP and (y) interest expense attributable
to any Indebtedness represented by the guaranty by such Person or a Subsidiary
of such Person of an obligation of another Person shall be deemed to be the
interest expense attributable to the Indebtedness guaranteed to the extent not
otherwise included and whether or not paid by such Person or Subsidiary. When
the foregoing definition is used in connection with the Issuer and its
Restricted Subsidiaries, references to a Person and its Subsidiaries in the
foregoing definition shall be deemed to refer to the Issuer and its Restricted
Subsidiaries.

          "Consolidated Net Income" of any Person, for any period, means the net
income (or loss) of such Person and its consolidated Restricted Subsidiaries for
such period, determined (on a consolidated basis) in accordance with GAAP,
adjusted to exclude (only to the extent included in computing such net income
(or loss) and without duplication) (i) all extraordinary gains or losses and all
gains and losses from the sales or other dispositions of assets out of the
ordinary course of business (net of taxes, fees and expenses relating to the
transaction giving rise thereto) for such period, (ii) the net income, if
positive, of any Person, that is not a Subsidiary in which such Person or any of
its Subsidiaries has an interest (other than a Minority Cellular Investment
Interest), except to the extent of the amount of dividends or distributions
actually paid to such Person or a Subsidiary of such Person, (iii) for purposes
of Section 4.3, the net income, if positive, of any Restricted Subsidiary of
such Person (other than any Guarantor) to the extent that the declaration or
payment of dividends or similar distributions is not at the time permitted by
operation of the terms of its charter or any agreement or instrument applicable
to such Restricted Subsidiary (other than with respect to restrictions
applicable to CCOC and permitted by Section 4.11) except to the extent of the
amount of dividends or distributions actually paid to such Person or a
Subsidiary of such Person, (iv) any gain or loss, net of taxes,


                                       7

<PAGE>

realized upon the termination of any employee benefit plan, (v) any restoration
to net income of any contingency reserve, except to the extent provision for
such reserve was made out of income accrued at any time following the date of
this Indenture, (vi) any net gain or loss arising from the acquisition of any
securities or extinguishment of any Indebtedness of such Person, (vii) the
cumulative effect of a change in accounting principles, (viii) the amount of any
nonrecurring charges or income of the Issuer or any Restricted Subsidiary
(including any one-time costs incurred in connection with acquisitions after the
Measurement Date and restructuring charges) certified as non-recurring in an
Officers' Certificate and deducted or included in such period in computing
Consolidated Net Income and (ix) any net income, if positive, resulting from the
Issuer's Minority Cellular Investment Interests. When the foregoing definition
is used in connection with the Issuer and its Restricted Subsidiaries,
references to a Person and its Subsidiaries in the foregoing definition shall be
deemed to refer to the Issuer and its Restricted Subsidiaries.

          "Consolidated Net Tangible Assets" means, as of any date of
determination, the consolidated total assets of the Issuer and its Subsidiaries
determined in accordance with GAAP as of the end of the Issuer's most recent
fiscal quarter for which internal financial statements are available, less the
sum of (1) all current liabilities and current liability items, and (2) all
goodwill, trade names, trademarks, patents, organization expense, unamortized
debt discount and expense and other similar intangibles properly classified as
intangibles in accordance with GAAP.

          "Credit Facilities" means, one or more debt facilities (including,
without limitation, the Senior Credit Facility) or commercial paper facilities
or indentures, in each case with banks, investment banks, insurance companies,
mutual funds, other institutional lenders or institutional investors providing
for revolving credit loans, term loans, debt securities, bonds, notes,
debentures, receivables financing (including through the sale of receivables to
such lenders or to special purpose entities formed to borrow from such lenders
against such receivables), capital leases or letters of credit, in each case, as
amended, restated, modified, renewed, refunded, replaced (whether upon or after
termination or otherwise) or refinanced (including by means of sales of debt
securities to institutional investors) in whole or in part from time to time
(whether with the original agent and lenders or other agents and lenders or
otherwise).

          "Currency Hedging Agreements" means one or more of the following
agreements which shall be entered into by one or more financial institutions:
foreign exchange contracts, currency swap agreements or other similar agreements
or arrangements designed to protect against the fluctuations in currency values.

          "Custodian" means any receiver, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law.

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

          "Defaulted Interest" shall have the meaning specified in Section 2.12.


                                       8

<PAGE>

          "Definitive Security" means a certificated Security registered in the
name of the Holder thereof and issued in accordance with Section 2.6 hereof,
substantially in the form of Exhibit A hereto except that such Security shall
not bear the Global Security Legend and shall not have the "Schedule of
Exchanges of Interests in the Global Security" attached thereto.

          "Depositary" means, with respect to the Securities issuable or issued
in whole or in part in global form, the person specified in Section 2.3 as the
Depositary with respect to the Securities, until a successor shall have been
appointed and become such pursuant to the applicable provision of this
Indenture, and, thereafter, "Depositary" shall mean or include such successor.

          "Determination Date," with respect to an Interest Period, will be the
second London Banking Day preceding the first day of the Interest Period.

          "Disinterested Director" means, with respect to any transaction or
series of related transactions, a member of the Board of Directors of the Issuer
who does not have any material direct or indirect financial interest in or with
respect to such transaction or series of related transactions.

          "Disqualified Capital Stock" means, with respect to any Person,
Capital Stock of such Person that, by its terms or by the terms of any security
into which it is convertible, exercisable or exchangeable, is, or upon the
happening of any event or the passage of time would be, required to be redeemed
or repurchased (including at the option of the holder thereof) by such Person or
any of its Subsidiaries, in whole or in part, on or prior to the Maturity Date
of the Securities; provided that (a) Capital Stock will not be deemed to be
Disqualified Capital Stock if it may only be so redeemed or repurchased solely
in consideration of Qualified Capital Stock of the Issuer and (b) any Capital
Stock that would not constitute Disqualified Capital 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 Securities shall not
constitute Disqualified Capital Stock if the "asset sale" or "change of control"
provisions applicable to such Capital Stock are not materially more favorable to
the holders of such Capital Stock, taken as a whole, than the provisions
contained in Sections 4.13 and 10.1 hereof and such Capital Stock specifically
provides that such Person will not repurchase or redeem any such Capital Stock
pursuant to such provision prior to the Issuer's repurchase of such Securities
as are required to be repurchased pursuant to the provisions contained in
Sections 4.13 and 10.1 hereof.

          "Eligible Institution" means a commercial banking institution that has
combined capital and surplus of not less than $500,000,000 or its equivalents in
foreign currency, whose debt is rated "A" or higher (or the equivalent rating or
higher) according to Moody's or S&P (or such similar equivalent rating by at
least one "nationally recognized statistical rating organization" (as defined in
Rule 436 under the Securities Act)) respectively, at the time as of which any
investment or rollover therein is made.

          "Equity Offering" means any offer and sale of common stock (which is
Qualified Capital Stock) of the Issuer (other than any common stock issued to a
Subsidiary of the Issuer or issued pursuant to a registration statement on Form
S-8 (or any successor form covering


                                       9

<PAGE>

substantially the same transactions) or Form S-4 (or any successor form covering
substantially the same transactions) or otherwise relating to equity securities
issuable under any employee benefit plan of such corporate entity).

          "Event of Default" shall have the meaning specified in Section 6.1.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended,
or any successor statute, and the rules and regulations promulgated by the
Commission thereunder.

          "Exchange Offer" has the meaning set forth in the Registration Rights
Agreement.

          "Exchange Offer Registration Statement" has the meaning set forth in
the Registration Rights Agreement.

          "Exchange Securities" means the Securities issued in the Exchange
Offer in accordance with Section 2.6(f) hereof.

          "Excluded Cash Contributions" shall have the meaning specified in
Section 4.10.

          "Excluded Contributions" means the net cash proceeds received by the
Issuer after the Issue Date from (a) contributions to its common equity capital
and (b) the sale (other than to the Issuer or to any of its Subsidiaries'
management equity plan or stock option plan or any other management or employee
benefit plan or agreement) of Capital Stock (other than Disqualified Capital
Stock) of the Issuer, in each case designated as Excluded Contributions pursuant
to an Officers' Certificate executed by an officer of the Issuer, the cash
proceeds of which are excluded from the calculation set forth in the first
paragraph of Section 4.3 and which may not also be designated Excluded Cash
Contributions.

          "Fair Market Value" means, with respect to any asset or property, the
sale value that would be obtained 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.

          "Final Put Date" shall have the meaning specified in Section 4.13.

          "Fixed Rate Indenture" means that certain indenture dated as of
December 21, 2005, between the Issuer and U.S. Bank National Association, as
trustee, pursuant to which the 2013 Fixed Rate Notes were issued.

          "Foreign Restricted Subsidiary" means any Restricted Subsidiary of the
Issuer formed under the laws of any jurisdiction other than the United States or
any political subdivision thereof, substantially all of the assets of which are
located outside of the United States or that conducts substantially all of its
business outside of the United States.

          "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board ("FASB") or, if FASB ceases to exist,
any successor thereto; provided, however, that for purposes of determining
compliance with covenants in this Indenture other than those relating to


                                       10

<PAGE>

financial statement delivery, "GAAP" means such generally accepted accounting
principles as in effect as of the Issue Date.

          "Global Securities" means, individually and collectively, each of the
Restricted Global Securities and the Unrestricted Global Securities,
substantially in the form of Exhibit A hereto, as appropriate, issued in
accordance with Section 2.1, 2.6(b)(iv), 2.6(d)(ii) or 2.6(f) of this Indenture.

          "Global Security Legend" means the legend set forth in Section
2.6(g)(ii), which is required to be placed on all Global Securities issued under
this Indenture.

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

          "Guarantee" means the guarantee (or co-issuance) by a Guarantor of the
Issuer's Indenture Obligations.

          "Guarantor" means any Restricted Subsidiary of the Issuer which
becomes a guarantor (or co-obligor) of the Issuer's Indenture Obligations.

          "Holder" or "Securityholder" means a Person in whose name a Security
is registered. The Holder of a Security will be treated as the owner of such
Security for all purposes.

          "IAI Global Security" means the global Security substantially in the
form of Exhibit A hereto bearing the Global Security Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee that will be issued in a denomination equal to
the outstanding principal amount of the Securities sold to Institutional
Accredited Investors.

          "Incur" shall have the meaning specified in Section 4.10.

          "Indebtedness" of any Person means, without duplication, (a) all
liabilities and obligations, contingent or otherwise, of such Person, (i) in
respect of borrowed money (whether or not the recourse of the lender is to the
whole of the assets of such Person or only to a portion thereof), (ii) evidenced
by bonds, notes, debentures or similar instruments, (iii) representing the
balance deferred and unpaid of the purchase price of any property or services
except (other than accounts payable or other obligations to trade creditors
which have remained unpaid for greater than 90 days past their original due date
or to financial institutions, which obligations are not being contested in good
faith and for which appropriate reserves have been established) those incurred
in the ordinary course of its business that would constitute ordinarily a trade
payable to trade creditors, (iv) evidenced by bankers' acceptances or similar
instruments issued or accepted by banks, (v) for the payment of money relating
to a Capitalized Lease Obligation, or (vi) evidenced by a letter of credit or a
reimbursement obligation of such Person with respect to any letter of credit;
(b) all obligations of such Person under Interest Rate Protection Obligations or
Currency Hedging Agreements; (c) all liabilities of others of the kind described
in the


                                       11

<PAGE>

preceding clause (a) or (b) that such Person has guaranteed or that is otherwise
its legal liability or which are secured by any assets or property of such
Person and all obligations to purchase, redeem or acquire any Capital Stock; (d)
all Disqualified Capital Stock of such Person and all Preferred Stock of such
Person's Restricted Subsidiaries valued at the greater of its voluntary or
involuntary maximum fixed repurchase price plus accrued and unpaid dividends;
and (e) any and all deferrals, renewals, extensions, refinancing and refundings
(whether direct or indirect) of, or amendments, modifications or supplements to,
any liability of the kind described in any of the preceding clause (a), (b),
(c), (d) or this clause (e), whether or not between or among the same parties;
provided that the outstanding principal amount at any date 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 such date. For purposes hereof, the "maximum fixed repurchase
price" of any Disqualified Capital Stock which does not have a fixed repurchase
price shall be calculated in accordance with the terms of such Disqualified
Capital Stock as if such Disqualified Capital Stock were purchased on any date
on which Indebtedness shall be required to be determined pursuant to this
Indenture, and if such price is based upon, or measured by, the Fair Market
Value of such Disqualified Capital Stock, such Fair Market Value to be
determined in good faith by the board of directors of the issuer of such
Disqualified Capital Stock.

          "Indenture" means this Indenture, as amended or supplemented from time
to time in accordance with the terms hereof.

          "Indirect Participant" means a Person who holds a beneficial interest
in a Global Security through a Participant.

          "Initial Purchaser" means Credit Suisse First Boston LLC.

          "Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who are not also QIBs.

          "Interest Payment Date" means the stated due date of an installment of
interest on the Securities.

          "Interest Period" means the period commencing on and including an
Interest Payment Date and ending on and including the day immediately preceding
the next succeeding Interest Payment Date, with the exception that the first
Interest Period shall commence on and include the Issue Date and end on, but not
include, April 1, 2006.

          "Interest Rate Protection Obligations" means, with respect to any
Person, the Obligations of such Person under (a) interest rate swap agreements,
interest rate cap agreements and interest rate collar agreements and (b) other
agreements or arrangements designed to protect such Person against fluctuations
in interest rates. For purposes of this Indenture, the amount of such
obligations shall be the amount determined in respect thereof as of the end of
the then most recently ended fiscal quarter of such Person, based on the
assumption that such obligation had terminated at the end of such fiscal
quarter, and in making such determination, if any agreement relating to such
obligation provides for the netting of amounts payable by and to such Person


                                       12

<PAGE>

thereunder or if any such agreement provides for the simultaneous payment of
amounts by and to such Person, then in each such case, the amount of such
obligations shall be the net amount so determined, plus any premium due upon
default by such Person.

          "Investment" by any Person in any other Person means (without
duplication) (a) the acquisition (whether by purchase, merger, consolidation or
otherwise) by such Person (whether for cash, property, services, securities or
otherwise) of capital stock, bonds, notes, debentures, partnership or other
ownership interests or other securities of such other Person or any agreement to
make any such acquisition; (b) the making by such Person of any deposit with, or
advance, loan or other extension of credit to, such other Person (including the
purchase of property from another Person subject to an understanding or
agreement, contingent or otherwise, to resell such property to such other
Person) or any commitment to make any such advance, loan or extension; (c) the
entering into by such Person of any guarantee of, or other contingent obligation
with respect to, Indebtedness or other liability of such other Person; (d) the
making of any capital contribution by such Person to such other Person; and (e)
the designation by the Board of Directors of the Issuer of any Person to be an
Unrestricted Subsidiary. For purposes of Section 4.3, (i) "Investment" shall
include and be valued at the Fair Market Value of the net assets of any
Restricted Subsidiary at the time that such Restricted Subsidiary is designated
an Unrestricted Subsidiary and shall exclude the Fair Market Value of the net
assets of any Unrestricted Subsidiary at the time that such Unrestricted
Subsidiary is designated a Restricted Subsidiary and (ii) the amount of any
Investment shall be equal to the Fair Market Value of such Investment plus the
Fair Market Value of all additional Investments by the Issuer or any of its
Restricted Subsidiaries at the time any such Investment is made; provided that,
for purposes of this sentence, the Fair Market Value of net assets shall be as
determined in the reasonable judgment of the Board of Directors of the Issuer.

          "Investment Equity" has the meaning given such term in the definition
of "Permitted Investment."

          "Investment Grade Date" has the meaning set forth in Section 4.20
hereof.

          "Investment Grade Rating" means a rating of the relevant debt
obligation by both S&P and Moody's, any such rating being one of S&P's or
Moody's, as the case may be, four highest generic rating categories that
signifies an "investment grade" rating, which currently is BBB- or higher by S&P
and Baa3 or higher by Moody's; provided that in each case, such ratings are
publicly available; provided further that in the event either S&P or Moody's is
no longer in existence for purposes of determining whether debt obligations have
an Investment Grade Rating, S&P or Moody's, as the case may be, may be replaced
by a "nationally recognized statistical rating organization" (as defined in Rule
436 under the Securities Act) designated by the Issuer (as evidenced by a
resolution of the Board of Directors of the Issuer), written notice of which
shall be given to the Trustee.

          "Issue Date" means the time and date of the first issuance of the
Securities under this Indenture.

          "Issuer" has the meaning set forth in the introductory paragraph
hereof.


                                       13

<PAGE>

          "Legal Holiday" shall have the meaning specified in Section 11.7.

          "Letter of Transmittal" means the letter of transmittal to be prepared
by the Issuer and sent to all Holders of the Securities for use by such Holders
in connection with the Exchange Offer, if applicable.

          "LIBOR," with respect to an Interest Period, will be the rate
(expressed as a percentage per annum) for deposits in United States dollars for
three-month periods beginning on the first day of such Interest Period that
appears on Telerate Page 3750 as of 11:00 a.m., London time, on the
Determination Date. If Telerate Page 3750 does not include such a rate or is
unavailable on a Determination Date, the Calculation Agent will request the
principal London office of each of four major banks in the London interbank
market, as selected by the Calculation Agent, to provide such bank's offered
quotation (expressed as a percentage per annum), as of approximately 11:00 a.m.,
London time, on such Determination Date, to prime banks in the London interbank
market for deposits in a Representative Amount in United States dollars for a
three-month period beginning on the first day of such Interest Period. If at
least two such offered quotations are so provided, LIBOR for the Interest Period
will be the arithmetic mean of such quotations. If fewer than two such
quotations are so provided, the Calculation Agent will request each of three
major banks in New York City, as selected by the Calculation Agent, to provide
such bank's rate (expressed as a percentage per annum), as of approximately
11:00 a.m., New York City time, on such Determination Date, for loans in a
Representative Amount in United States dollars to leading European banks for a
three-month period beginning on the first day of such Interest Period. If at
least two such rates are so provided, LIBOR for the Interest Period will be the
arithmetic mean of such rates. If fewer than two such rates are so provided,
then LIBOR for the Interest Period will be LIBOR in effect with respect to the
immediately preceding Interest Period.

          "Lien" means any mortgage or deed of trust, lien, pledge, charge,
privilege, security interest, assignment, deposit, arrangement, easement,
hypothecation, claim, preference, priority or other encumbrance of any kind,
whether or not filed, recorded or otherwise perfected under applicable law with
respect to property of any kind (including any conditional sale, capital lease
or other title retention agreement and any lease deemed to constitute a security
interest and any option or other agreement to give any security interest), real
or personal, movable or immovable, now owned or hereafter acquired.

          "London Banking Day" is any day in which dealings in United States
dollars are transacted or with respect to any future date, are expected to be
transacted in the London interbank market.

          "Marketable U.S. Securities" means: (i) Government Securities; (ii)
any time deposit account, money market deposit and certificate of deposit
maturing not more than 270 days after the date of acquisition issued by, or time
deposit of, an Eligible Institution; (iii) commercial paper maturing not more
than 270 days after the date of acquisition issued by a corporation (other than
an Affiliate of the Issuer) with a rating, at the time as of which any
investment therein is made, of "P-1" or higher according to Moody's, "A-1" or
higher according to S&P (or such similar equivalent rating by at least one
"nationally recognized statistical rating organization" (as defined in Rule 436
under the Securities Act)); (iv) any banker's acceptances


                                       14

<PAGE>

or money market deposit accounts issued or offered by an Eligible Institution;
(v) repurchase obligations with a term of not more than 7 days for Government
Securities entered into with an Eligible Institution; and (vi) any fund
investing exclusively in investments of the types described in clauses (i)
through (v) above.

          "Maturity Date" means, when used with respect to any Security, the
date specified on such Security as the fixed date on which the final
installments of principal of such Security is due and payable (in the absence of
any acceleration thereof pursuant to the provisions of this Indenture regarding
acceleration of Indebtedness or any Change of Control Offer or Asset Sale
Offer).

          "Measurement Date" means the issue date of the 2008 Senior
Subordinated Notes.

          "Minimum Accumulation Date" shall have the meaning specified in
Section 4.13.

          "Minority Cellular Investment Interests" means limited partnership or
other equity interests held directly or indirectly by the Issuer in cellular
telephony providers which are not Subsidiaries or otherwise controlled (directly
or indirectly) by the Issuer in existence on the Measurement Date.

          "Moody's" means Moody's Investors Service, Inc.

          "Net Cash Proceeds" means the aggregate amount of cash and Cash
Equivalents received by the Issuer and its Restricted Subsidiaries in respect of
an Asset Sale (including upon the conversion to cash and Cash Equivalents of (A)
any note or installment receivable at any time, or (B) any other property as and
when any cash and Cash Equivalents are received in respect of any property
received in an Asset Sale but only to the extent such cash and Cash Equivalents
are received within one year after such Asset Sale), less the sum of (i) all
out-of-pocket fees, commissions and other expenses Incurred by the Issuer or any
of its Restricted Subsidiaries in connection with such Asset Sale, including the
amount (estimated in good faith by the Board of Directors of the Issuer) of
income, franchise, sales and other applicable taxes required to be paid by the
Issuer or any Restricted Subsidiary in connection with such Asset Sale and (ii)
the aggregate amount of cash so received which is used to retire any existing
Indebtedness of the Issuer that is Pari Passu Indebtedness or any Priority
Indebtedness, as the case may be, which is required to be repaid in connection
with such Asset Sale or is secured by a Lien on the property or assets of the
Issuer or any of its Restricted Subsidiaries, as the case may be.

          "Net Proceeds" means any of the following or any combination of the
following: (i) cash, (ii) Cash Equivalents, (iii) assets that are used or useful
in a Related Business (excluding Permitted Investments made in Persons other
than Restricted Subsidiaries pursuant to clauses (xi), (xii) and (xiii) of the
definition of "Permitted Investments") by the Issuer or any Restricted
Subsidiary of the Issuer and (iv) the Capital Stock of any Person engaged in a
Related Business that becomes a Restricted Subsidiary of the Issuer as a result
of the acquisition of such Capital Stock by the Issuer or any Restricted
Subsidiary of the Issuer, in each case, after payment by the Issuer or any
Restricted Subsidiary of out-of-pocket expenses, commissions and discounts
incurred and net of taxes paid or payable in connection therewith; provided that
in the case of


                                       15

<PAGE>

clauses (iii) and (iv) the fair market value of any non-cash proceeds shall be
an amount reasonably determined by the Board of Directors of the Issuer for
amounts under $15,000,000 and by a financial advisor or appraiser of national
reputation for equal or greater amounts.

          "Non-U.S. Person" means a Person that is not a U.S. Person.

          "Notice of Default" shall have the meaning specified in Section
6.1(3).

          "Obligation" means any principal, premium, interest (including
interest accruing subsequent to a bankruptcy or other similar proceeding whether
or not such interest is an allowed claim enforceable against a Person in a
bankruptcy case under federal bankruptcy law), penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable pursuant
to the terms of the documentation governing any Indebtedness.

          "Offering" means the offering of the Securities by the Issuer.

          "Offering Circular" means that certain Offering Circular of the
Issuer, dated December 13, 2005, relating to the original issuance and sale of
the Securities and the 2013 Fixed Rate Notes to the Initial Purchaser.

          "Officer" means, with respect to the Issuer, the Chief Executive
Officer, the President, any Vice President, the Chief Financial Officer, the
Treasurer, the Controller, or the Secretary of the Issuer.

          "Officers' Certificate" means, with respect to the Issuer, a
certificate signed by two Officers or by an Officer and an Assistant Secretary
of the Issuer, and otherwise complying with the requirements of Sections 11.4
and 11.5.

          "Opinion of Counsel" means a written opinion from legal counsel who is
reasonably acceptable to the Trustee complying with the requirements of Sections
11.4 and 11.5.

          "Pari Passu Indebtedness" means (a) with respect to the Issuer, any
Indebtedness of the Issuer that is pari passu in right of payment to the
Securities and (b) with respect to any Guarantor, Indebtedness which ranks pari
passu in right of payment to the Guarantee of such Guarantor.

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

          "Participating Broker-Dealer" has the meaning set forth in the
Registration Rights Agreement.

          "Paying Agent" shall have the meaning specified in Section 2.3.

          "Permitted Holders" means Welsh Carson and Blackstone.

          "Permitted Indebtedness" shall have the meaning specified in Section
4.10.


                                       16

<PAGE>

          "Permitted Investment" means (i) Investments in cash or Cash
Equivalents; (ii) Investments in the Issuer or a Restricted Subsidiary; (iii)
Investments in a Person substantially all of whose assets are of a type
generally used in a Related Business (an "Acquired Person") if, as a result of
such Investments, (A) the Acquired Person immediately thereupon becomes a
Restricted Subsidiary or (B) the Acquired Person immediately thereupon either
(1) is merged or consolidated with or into the Issuer or any of its Restricted
Subsidiaries and the surviving Person is the Issuer or a Restricted Subsidiary
or (2) transfers or conveys all or substantially all of its assets to, or is
liquidated into, the Issuer or any of its Restricted Subsidiaries; (iv)
Investments in accounts and notes receivable acquired in the ordinary course of
business; (v) any securities received in connection with an Asset Sale and any
Investment with an amount equal to the Net Cash Proceeds from any Asset Sale in
Capital Stock of a Person, all or substantially all of whose assets are of a
type used in a Related Business, that complies with Section 4.13; (vi) any
guarantee issued by a Restricted Subsidiary Incurred in compliance with this
Indenture; (vii) advances and prepayments for asset purchases in the ordinary
course of business in a Related Business of the Issuer or a Restricted
Subsidiary; (viii) loans or advances made in the ordinary course of business to
officers, directors or employees of the Issuer or any of its Restricted
Subsidiaries for travel, entertainment, and moving and other relocation
expenses; (ix) advances to employees not in excess of $1,000,000 outstanding at
any one time, in the aggregate; (x) any Investment acquired by the Issuer or any
of its Restricted Subsidiaries (a) in exchange for any other Investment or
accounts receivable held by the Issuer or any such Restricted Subsidiary in
connection with or as a result of a bankruptcy, workout, reorganization or
recapitalization of the Issuer of such other Investment or accounts receivable
or (b) as a result of a foreclosure by the Issuer or any of its Restricted
Subsidiaries with respect to any secured Investment or other transfer of title
with respect to any secured Investment in default; (xi) Interest Rate Protection
Obligations or Currency Hedging Agreements permitted under clause (ix) or (x) of
Section 4.10; (xii) Investments the payment for which consists of Qualified
Capital Stock of the Issuer ("Investment Equity"); provided, however, that the
issuance of such Qualified Capital Stock equity interests will not increase the
amount available for Restricted Payments under the covenant set forth in Section
4.3; (xiii) Investments in Permitted Joint Ventures which in the aggregate at
any one time outstanding do not exceed $10,000,000; (xiv) any Investment in a
Related Business (including in an Unrestricted Subsidiary) having an aggregate
Fair Market Value, taken together with all other Investments made pursuant to
this clause (xiv) that are at that time outstanding, which does not exceed the
greater of (A) $20,000,000 or (B) 4% of Total Assets at the time of such
Investment (with the Fair Market Value of each Investment being measured at the
time made and without giving effect to subsequent changes in value); and (xv)
Investments existing on the Issue Date.

          "Permitted Joint Venture" means, as applied to any Person, any other
Person engaged in a Related Business, (a) over which such Person is responsible
(either directly or through a services agreement) for day-to-day operations or
otherwise has operational and managerial control of such other Person or (b) of
which more than forty percent (40%) of the outstanding Voting Stock (other than
directors' qualifying shares) of such other Person in the case of a corporation,
or more than forty percent (40%) of the outstanding ownership interests of such
other Person, in the case of an entity other than a corporation, is at the time
owned directly or indirectly by such Person.

          "Permitted Liens" means:


                                       17

<PAGE>

          (1)  solely for the purposes of Section 4.12, Liens securing
               Indebtedness (including related Obligations) that is permitted to
               be Incurred by clause (i) or (xi) of Section 4.10;

          (2)  Liens in favor of the Issuer or any Restricted Subsidiary;

          (3)  Liens on property (i) existing at the time of acquisition thereof
               or (ii) of a Person existing at the time such Person is merged
               into or consolidated with the Issuer or any Restricted Subsidiary
               of the Issuer; provided that such Liens were in existence prior
               to the contemplation of such acquisition, merger or consolidation
               and do not extend to any assets other than those acquired or to
               those of the Person merged into or consolidated with the Issuer
               or a Restricted Subsidiary, as the case may be;

          (4)  Liens that secure Debt of a Person existing at the time such
               Person becomes a Restricted Subsidiary, provided that such Liens
               do not extend to any assets other than those of the Person that
               became a Restricted Subsidiary;

          (5)  banker's Liens, right of setoff and Liens to secure the
               performance of bids, tenders, trade or government contracts
               (other than for borrowed money), leases, licenses, statutory
               obligations, surety or appeal bonds, performance bonds or other
               obligations of a like nature Incurred in the ordinary course of
               business;

          (6)  solely for the purposes of Section 4.12, Liens to secure
               Indebtedness (including Capital Lease Obligations) permitted by
               clause (iv) of the third paragraph of Section 4.10, covering only
               the assets purchased, acquired or leased, any additions and
               accessions thereto and any proceeds therefrom;

          (7)  Liens existing on the Issue Date;

          (8)  carriers', warehousemen's, mechanics', landlords', materialmen's,
               repairmen's or other like Liens arising in the ordinary course of
               business, in each case, that are not yet due or delinquent or
               that are bonded, as the case may be, or that are being contested
               in good faith and by appropriate proceedings; provided that any
               reserve or other appropriate provision as shall be required in
               conformity with GAAP shall have been made therefor;

          (9)  Liens on goods (and the proceeds thereof) and documents of title
               and the property covered thereby securing Indebtedness in respect
               of commercial letters of credit;

          (10) Liens arising by reason of a judgment, decree or court order, to
               the extent not otherwise resulting in an Event of Default, and
               any Liens that are required to protect or enforce any rights in
               any administrative, arbitration or other court proceedings in the
               ordinary course of business;


                                       18

<PAGE>

          (11) Liens securing Interest Rate Protection Obligations and Currency
               Hedging Agreements permitted to be Incurred by clause (ix) or (x)
               of the third paragraph of Section 4.10;

          (12) solely for the purposes of Section 4.12, without limitation of
               clause (1) above, Liens securing Refinancing Indebtedness
               permitted to be Incurred by clauses (iv), (vii) or (xii) of the
               third paragraph of Section 4.10 or amendments or renewals of
               Liens that were permitted to be Incurred pursuant to clause (1),
               (3), (4), (6), (7), (9) or (11) above; provided that, in each
               case, that such Liens do not extend to an additional property or
               asset of the Issuer or a Restricted Subsidiary;

          (13) any provision for the retention of title to an asset by the
               vendor or transferor of such asset which asset is acquired by the
               Issuer or any Restricted Subsidiary in a transaction entered into
               in the ordinary course of business of the Issuer or such
               Restricted Subsidiary;

          (14) Liens securing guarantees of any Indebtedness permitted to be
               secured by this Indenture;

          (15) Liens arising from Uniform Commercial Code financing statement
               filings regarding operating leases entered into by the Issuer and
               its Restricted Subsidiaries in the ordinary course of business;

          (16) judgment Liens not giving rise to an Event of Default so long as
               such Lien is adequately bonded and any appropriate legal
               proceedings which may have been duly initiated for the review of
               such judgment have not been finally terminated or the period
               within which such proceedings may be initiated has not expired;

          (17) survey exceptions, easements or reservations of, or rights of
               others for, licenses, rights-of-way, sewers, electric lines,
               telegraph and telephone lines and other similar purposes, or
               zoning or other restrictions as to the use of real property that
               were not incurred in connection with Indebtedness and that do not
               in the aggregate materially adversely affect the value of said
               properties or materially impair their use in the operation of the
               business of the Issuer;

          (18) Liens incurred in the ordinary course of business of the Issuer
               or any Restricted Subsidiary of the Issuer with respect to
               obligations that do not exceed $10,000,000 at any one time
               outstanding;

          (19) solely for the purposes of Section 4.21, Liens securing
               Indebtedness arising from any Sale/Leaseback Transaction in which
               the Attributable Amount related to such transaction is zero;

          (20) solely for the purposes of Section 4.21, (A) purchase money Liens
               upon Principal Property acquired after the Issue Date, or (B)
               Liens placed on


                                       19

<PAGE>

               Principal Property after the Issue Date, during construction or
               improvement thereof (including any improvements on property which
               will result in such property becoming Principal Property) or
               placed thereon within 180 days after the later of acquisition,
               completion of construction or improvement or the commencement of
               commercial operation of such Principal Property or improvement,
               or (C) conditional sale agreements or other title retention
               agreements with respect to any Principal Property acquired after
               the Issue Date if (in each case referred to is this subparagraph
               (20)) (x) such Lien or agreement secures all or any part of the
               Indebtedness incurred for the purpose of financing all or any
               part of the purchase price or cost of construction of such
               Principal Property or improvement and (y) such Lien or agreement
               does not extend to any Principal Property other than the
               Principal Property so acquired or the Principal Property, or
               portion thereof, on which the property so constructed, or such
               improvement is located; provided, however, that the amount by
               which the aggregate principal amount of Indebtedness secured by
               any such Lien or agreement shall not exceed the cost to the
               Issuer or such Subsidiary of the related acquisition,
               construction or improvement;

          (21) solely for the purposes of Section 4.21, Liens on property of the
               Issuer or a Subsidiary in favor of the United States of America,
               any State, Territory or possession thereof, or the District of
               Columbia, or any department, agency or instrumentality or
               political subdivision of the United States of America or any
               State, Territory or possession thereof, or the District of
               Columbia, or in favor of any other country or any political
               subdivision thereof, if such Indebtedness was incurred for the
               purpose of financing all or any part of the purchase price or the
               cost of construction of the property subject to such Liens;
               provided, however, that the amount by which the aggregate
               principal amount of Indebtedness secured by any such Lien shall
               not exceed the cost to the Issuer or such Subsidiary of the
               related acquisition or construction; and

          (22) solely for the purposes of Section 4.21, Liens arising from the
               replacement, extension or renewal (or successive replacements,
               extensions or renewals) of any Liens on Indebtedness (in whole or
               in part) excluded from the definition of "Permitted Liens" by
               subparagraphs (2) through (21) above; provided, however, that no
               Lien securing, or conditional sale or title retention agreement
               with respect to, such Indebtedness shall extend to or cover any
               Principal Property, other than such property which secured the
               Indebtedness so replaced, extended or renewed (plus improvements
               on or to any such Principal Property); provided further, however,
               that to the extent that such replacement, extension or renewal
               increases the principal amount of Indebtedness secured by such
               Lien or is in a principal amount in excess of the principal
               amount of Indebtedness being refinanced, Liens on the amount of
               such increase or excess shall not be considered to be "Permitted
               Liens."


                                       20

<PAGE>

          "Person" means any corporation, individual, joint stock company,
limited liability company, joint venture, partnership, unincorporated
association, governmental regulatory entity, country, state or political
subdivision thereof, trust, municipality or other entity.

          "Preferred Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated) of
such Person's preferred or preference stock whether now outstanding, or issued
after the Issue Date, and including, without limitation, all classes and series
of preferred or preference stock of such Person.

          "Principal" of any Indebtedness means the principal of such
Indebtedness plus, without duplication, applicable premium, if any, on such
Indebtedness.

          "Principal Property" means any real property or tangible assets or
group of tangible assets having a fair market value in excess of $5,000,000
owned by the Issuer or any of its Subsidiaries.

          "Priority Indebtedness" means Indebtedness of (i) the Issuer or any
Guarantor that is secured by any Lien on assets of the Issuer or any Guarantor
or (ii) any Restricted Subsidiary other than a Guarantor.

          "Private Placement Legend" means the legend set forth in Section
2.6(g)(i) to be placed on all Securities issued under this Indenture except
where otherwise permitted by the provisions of this Indenture.

          "Purchase Money Indebtedness" means any Indebtedness of the Issuer or
its Restricted Subsidiaries which is secured by a Lien on assets and any
additions, improvements and accessions thereto, which are purchased by the
Issuer or its Restricted Subsidiaries at any time after the Securities are
issued; provided that (i) the security agreement or conditional sales or other
title retention contract pursuant to which the Lien on such assets is created
(collectively a "Purchase Money Security Agreement") shall be entered into
within 180 days after the purchase or substantial completion of the construction
of or improvement to such assets and shall at all times be confined solely to
the assets so purchased without further recourse to either the Issuer or any of
its Restricted Subsidiaries or acquired, any additions and accessions thereto
and any proceeds therefrom, (ii) at no time shall the aggregate principal amount
of the outstanding Indebtedness secured thereby be increased, except in
connection with the purchase of additions and accessions thereto and except in
respect of fees and other obligations in respect of such Indebtedness and (iii)
(A) the aggregate outstanding principal amount of Indebtedness secured thereby
(determined on a per asset basis in the case of any additions and accessions)
shall not at the time such Purchase Money Security Agreement is entered into
exceed 100% of the purchase price to the Issuer or its Restricted Subsidiaries
of the assets subject thereto or (B) the Indebtedness secured thereby shall be
with recourse solely to the assets so purchased or acquired, any additions and
accessions thereto and any proceeds therefrom.

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

          "Qualified Capital Stock" means any Capital Stock of a Person that is
not Disqualified Capital Stock.


                                       21

<PAGE>

          "Record Date" means a Record Date specified in the Securities whether
or not such Record Date is a Business Day.

          "Redemption Date," when used with respect to any Security to be
redeemed, means the date fixed for such redemption pursuant to Article III of
this Indenture and Paragraph 5 in the form of Security attached hereto as
Exhibit A.

          "Redemption Price," when used with respect to any Security to be
redeemed pursuant to any provision in this Indenture means the price at which it
is to be redeemed pursuant to this Indenture, which shall include, without
duplication, in each case, any accrued and unpaid interest to, but not
including, the Redemption Date.

          "Reference Period" with regard to any Person means the last four full
fiscal quarters of such Person for which financial information in respect
thereof is internally available ended on or immediately preceding any date upon
which any determination is to be made pursuant to the terms of the Securities or
this Indenture.

          "Refinancing Indebtedness" means any Indebtedness of the Issuer or any
of its Restricted Subsidiaries issued in exchange for, or the net proceeds of
which are used to extend, refinance, renew, replace, defease or refund other
Indebtedness of the Issuer or such Restricted Subsidiary (other than
intercompany Indebtedness); provided that: (i) the principal amount (or accreted
value, if applicable) of such Refinancing Indebtedness does not exceed the
principal amount of (or accreted value, if applicable), plus accrued interest,
and premium, if any, on, the Indebtedness so extended, refinanced, renewed,
replaced, defeased or refunded (plus the amount of premium and expenses and
defeasance costs Incurred in connection therewith); (ii) such Refinancing
Indebtedness has a final maturity date later than the final maturity date of,
and has a Weighted Average Life equal to or greater than the Weighted Average
Life of, the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded; (iii) if the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded is subordinated in right of payment to
the Securities, such Refinancing Indebtedness is subordinated in right of
payment to, the Securities or the Guarantees, as applicable, on terms at least
as favorable to the Holders of Securities as those contained in the
documentation governing the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded; and (iv) such Indebtedness is Incurred either by
the Issuer, any Guarantor or by the Restricted Subsidiary who is the obligor on
the Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded.

          "Registrar" shall have the meaning specified in Section 2.3.

          "Registration Rights Agreement" means (a) with respect to Securities
issued on the Issue Date, the Registration Rights Agreement relating to the
Securities dated December 21, 2005 by and between the Initial Purchaser and the
Issuer, as such agreement may be amended, modified or supplemented from time to
time in accordance with the terms thereof and (b) with respect to Additional
Securities issued in a transaction exempt from the registration requirements of
the Securities Act, the registration rights agreement, if any, between the
Issuer and the Persons purchasing such Additional Securities under the related
purchase agreement.


                                       22

<PAGE>

          "Regulation S" means Regulation S under the Securities Act, as amended
from time to time.

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

          "Related Business" means any business related to, ancillary to, or
complementary to, the ownership, development, operation, or acquisition of
communications systems as determined by the Board of Directors of the Issuer or
the businesses of the Issuer and its Restricted Subsidiaries on the Issue Date.

          "Related Person" means, with respect to any Person, (i) any Affiliate
of such Person or any spouse, immediate family member, or other relative who has
the same principal residence of any Affiliate of such Person and (ii) any trust
in which any Person described in clause (i) above, has a beneficial interest.

          "Representative Amount" means a principal amount of not less than
$1,000,000 for a single transaction in the relevant market at the relevant time.

          "Restricted Definitive Security" means a Definitive Security bearing
the Private Placement Legend.

          "Restricted Global Security" means a Global Security bearing the
Private Placement Legend.

          "Restricted Payment" means, with respect to any Person, (i) any
dividend or other distribution on shares of Capital Stock of such Person or any
Restricted Subsidiary of such Person, (ii) any payment on account of the
purchase, redemption or other acquisition or retirement for value in whole or in
part, of any shares of Capital Stock of such Person, any entity which controls
such Person or any Restricted Subsidiary of such Person, which Capital Stock is
held by Persons other than such Person or any of its Restricted Subsidiaries, or
options, warrants or other rights to acquire such Capital Stock, (iii) any
defeasance, redemption, repurchase or other acquisition or retirement for value
in whole or in part, of any Indebtedness of such Person (other than the
scheduled repayment thereof at maturity and any mandatory redemption or
mandatory repurchase thereof pursuant to the terms thereof) by such Person or a
Subsidiary of such Person that is subordinate in right of payment to the
Securities (other than in exchange for Refinancing Indebtedness permitted to be
Incurred under this Indenture or Indebtedness with respect to which a
non-Guarantor Subsidiary is a co-obligor (including the 2008 Senior Subordinated
Notes) and except for any such defeasance, redemption, repurchase, other
acquisition or payment in respect of Indebtedness held by any Restricted
Subsidiary) and (iv) any Investment (other than a Permitted Investment);
provided, however, that the term "Restricted Payment" does not include (i) any
dividend, distribution or other payment on shares of Capital Stock of the Issuer
or any Restricted Subsidiary solely in shares of Qualified Capital Stock or in
options, warrants or other rights to acquire such Qualified Capital Stock), (ii)
any dividend,


                                       23

<PAGE>

distribution or other payment to the Issuer, or any dividend to any of its
Restricted Subsidiaries, by any of its Subsidiaries, (iii) any dividend,
distribution or other payment by any Restricted Subsidiary on shares of its
Capital Stock that is paid pro rata to all holders of such Capital Stock and
(iv) the purchase, redemption or other acquisition or retirement for value of
shares of Capital Stock of any Restricted Subsidiary held by Persons other than
the Issuer or any of its Restricted Subsidiaries.

          "Restricted Period" means the distribution and compliance period as
defined in Regulation S.

          "Restricted Security" means a Security, unless or until it has been
(i) disposed of in a transaction effectively registered under the Securities Act
or (ii) distributed to the public pursuant to Rule 144 (or any similar provision
then in force) under the Securities Act; provided that in no case shall an
Exchange Security issued in accordance with this Indenture and the terms and
provisions of the Registration Rights Agreement be a Restricted Security.

          "Restricted Subsidiary" means any Subsidiary of the Issuer that has
not been designated by the Board of Directors of the Issuer by Board Resolution
delivered to the Trustee as an Unrestricted Subsidiary pursuant to and in
compliance with Section 4.16.

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

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

          "Rule 144A Global Securities" means one or more permanent Global
Securities in registered form representing the aggregate principal amount of
Securities sold in reliance on Rule 144A under the Securities Act.

          "S&P" means Standard & Poor's Rating Services, a division of The
McGraw-Hill Companies, Inc.

          "Sale/Leaseback Transaction" means an arrangement relating to property
or assets owned by the Issuer or a Subsidiary on the Issue Date or thereafter
acquired by the Issuer or a Subsidiary whereby the Issuer or a Subsidiary
transfers such property or assets to a Person (other than the Issuer or a
Restricted Subsidiary) and the Issuer or a Subsidiary leases such property or
assets from such Person.

          "Securities" means, collectively, the Securities issued on the date
hereof, Additional Securities, if any, and, when and if issued as provided in
the Registration Rights Agreement, the Exchange Securities. The Securities and
the Additional Securities shall be treated as a single class for all purposes
under this Indenture.

          "Securities Act" means the Securities Act of 1933, as amended, or any
successor statute, and the rules and regulations of the Commission promulgated
thereunder.

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


                                       24

<PAGE>

          "Senior Credit Facility" means that certain senior secured credit
agreement dated as of February 9, 2004, among CCOC and Centennial PR as
borrowers, the guarantors named therein, Credit Suisse First Boston and certain
other financial institutions party thereto, as such agreement may be, in one or
more agreements, indentures, notes or arrangements, amended, renewed, extended,
substituted, refinanced, restructured, replaced, supplemented or otherwise
modified, in whole or in part, from time to time (including, without limitation,
any successive renewals, extensions, substitutions, refinancings,
restructurings, replacements, supplementations or other modifications of the
foregoing, including those that increase the amount available thereunder in
accordance with the terms of this Indenture).

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

          "Significant Restricted Subsidiary" means one or more Restricted
Subsidiaries having an aggregate net book value of assets in excess of 5% of the
net book value of the assets of the Issuer and its Restricted Subsidiaries on a
consolidated basis.

          "Special Record Date" for payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 2.12.

          "Stated Maturity" means the date fixed for the payment of any
principal or premium pursuant to this Indenture and the Securities, including
the Maturity Date, upon redemption, acceleration, Asset Sale Offer, Change of
Control Offer or otherwise.

          "Subordinated Indebtedness" means Indebtedness of the Issuer or any
Guarantor subordinated in right of payment to the Securities or a Guarantee, as
the case may be.

          "Subsidiary" with respect to any Person, means (i) a corporation at
least 50% of whose Capital Stock with voting power, under ordinary
circumstances, to elect directors is at the time, directly or indirectly, owned
by such Person, by such Person and one or more Subsidiaries of such Person or by
one or more Subsidiaries of such Person, (ii) a partnership in which such Person
or a Subsidiary of such Person is, at the time, a general partner of such
partnership, or (iii) any Person in which such Person, one or more Subsidiaries
of such Person, or such Person and one or more Subsidiaries of such Person,
directly or indirectly, at the date of determination thereof has (x) at least a
50% ownership interest or (y) the power to elect or direct the election of the
directors or other governing body of such Person.

          "Successor Security" of any particular Security means every Security
issued after, and evidencing all or a portion of the same debt as that evidenced
by, such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 2.15 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

          "Telerate Page 3750" means the display designated as "Page 3750" on
the Moneyline Telerate service (or such other page as may replace Page 3750 on
that service).

          "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code ss. ss.
77aaa-77bbbb) as amended and as in effect on the date of the execution of this
Indenture.


                                       25
<PAGE>

          "Total Assets" means the total assets of the Issuer and its Restricted
Subsidiaries shown on the consolidated balance sheet of the Issuer and its
Restricted Subsidiaries prepared in accordance with GAAP as of the last day of
the immediately preceding fiscal quarter for which financial statements are
available.

          "Transactions" shall have the meaning specified in the Offering
Circular.

          "Trust Officer" means any officer within the corporate trust division
(or any successor group) of the Trustee or any other officer of the Trustee
customarily performing functions similar to those performed by the Persons who
at that time shall be such officers assigned and duly authorized by the Trustee
to administer its corporate trust matters hereunder, and also means, with
respect to a particular corporate trust matter hereunder, any other officer of
the Trustee to whom such trust matter is referred because of his knowledge of
and familiarity with the particular subject.

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

          "Unrestricted Definitive Security" means one or more Definitive
Securities that do not bear and are not required to bear the Private Placement
Legend.

          "Unrestricted Global Security" means a permanent Global Security
substantially in the form of Exhibit A attached hereto that bears the Global
Security Legend and that has the "Schedule of Exchanges of Interests in the
Global Security" attached thereto, and that is deposited with or on behalf of
and registered in the name of the Depositary, representing a series of
Securities that do not bear the Private Placement Legend.

          "Unrestricted Subsidiary" means any Subsidiary of the Issuer (other
than any Guarantor) designated as such pursuant to and in compliance with
Section 4.16.

          "U.S. Legal Tender" means such coin or currency of the United States
of America as at the time of payment shall be legal tender for payment of public
and private debts.

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

          "Voting Stock" means, with respect to a Person, Capital Stock of such
Person having generally the right to vote in the election of a majority of the
directors of such Person or having generally the right to vote with respect to
the organizational matters of such Person.

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


                                       26

<PAGE>

          "Welsh Carson" means Welsh, Carson, Anderson & Stowe VIII, L.P. and
affiliates of the foregoing that are directly or indirectly controlling or
controlled by Welsh, Carson, Anderson & Stowe VIII, L.P. or under direct or
indirect common control with Welsh, Carson, Anderson & Stowe VIII, L.P.

          SECTION 1.2. Incorporation by Reference of TIA.

          Whenever this Indenture refers to a provision of the TIA, such
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 Securities.

          "indenture securityholder" means a Holder or a Securityholder.

          "indenture to be qualified" means this Indenture.

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

          "obligor" on the indenture securities means the Issuer and any other
     obligor on the Securities.

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

          SECTION 1.3. Rules of Construction.

          Unless the context otherwise requires:

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

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

          (3) "or" is not exclusive;

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

          (5) provisions apply to successive events and transactions;

          (6) "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;

          (7) references to Sections or Articles means reference to such Section
     or Article in this Indenture, unless stated otherwise; and


                                       27

<PAGE>

          (8) whenever in this Indenture or the Securities it is provided that
     the principal amount with respect to a Security shall be paid, such
     provision shall be deemed to require (whether or not so expressly stated)
     the simultaneous payment of any accrued and unpaid interest to the date of
     payment on such Security payable pursuant to paragraph 1 of the Securities.

                                   ARTICLE II
                                 THE SECURITIES

          SECTION 2.1. Form and Dating.

          (a) The Securities and the Trustee's certificate of authentication in
respect thereof shall be substantially in the form of Exhibit A hereto, which
Exhibit is part of this Indenture. The Securities may have notations, legends or
endorsements required by law, stock exchange rule or usage. The Issuer shall
approve the form of the Securities and any notation, legend or endorsement on
them. Any such notations, legends or endorsements not contained in the form of
Security attached as Exhibit A hereto shall be delivered in writing to the
Trustee. Each Security shall be dated the date of its authentication.

          The terms and provisions contained in the forms of Securities shall
constitute, and are hereby expressly made, a part of this Indenture and, to the
extent applicable, the Issuer and the Trustee, by their execution and delivery
of this Indenture, expressly agree to such terms and provisions and to be bound
thereby.

          (b) Securities issued in global form shall be substantially in the
form of Exhibit A attached hereto (including the Global Security Legend thereon
and the "Schedule of Exchanges of Interests in the Global Security" attached
thereto). Securities issued in definitive form shall be substantially in the
form of Exhibit A attached hereto (but without the Global Security Legend
thereon and without the "Schedule of Exchanges of Interests in the Global
Security" attached thereto). Each Global Security shall represent such of the
outstanding Securities as shall be specified therein and each shall provide that
it shall represent the aggregate principal amount of outstanding Securities from
time to time endorsed thereon and that the aggregate principal amount of
outstanding Securities represented thereby may from time to time be reduced or
increased, as appropriate, to reflect exchanges and redemptions. Any endorsement
of a Global Security to reflect the amount of any increase or decrease in the
aggregate principal amount of outstanding Securities represented thereby shall
be made by the Trustee in accordance with instructions given by the Holder
thereof as required by Section 2.6 hereof.

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



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          SECTION 2.2. Execution and Authentication.

          One Officer shall sign the Securities for the Issuer by manual or
facsimile signature.

          If an Officer whose signature is on a Security was an Officer at the
time of such execution but no longer holds that office at the time the Trustee
authenticates the Security, the Security shall be valid nevertheless and the
Issuer shall nevertheless be bound by the terms of the Securities and this
Indenture.

          A Security shall not be valid until an authorized signatory of the
Trustee manually signs the certificate of authentication on the Security but
such signature shall be conclusive evidence that the Security has been
authenticated pursuant to the terms of this Indenture.

          The Trustee shall authenticate (i) on the Issue Date, the Securities
in aggregate principal amount of $350.0 million, (ii) subject to the provisions
of Section 2.14, at any time and from time to time thereafter, Additional
Securities in an aggregate principal amount specified in such authentication
order and (iii) subject to the provisions of Section 2.6(f), Exchange Securities
issued in exchange for a like principal amount of Securities or Additional
Securities tendered pursuant to an Exchange Offer, each upon a Company Order of
the Issuer. The written order of the Issuer shall specify (i) the amount of the
Securities to be authenticated, (ii) the date on which the Securities are to be
authenticated, (iii) whether the Securities are to be Securities issued on the
Issue Date, Exchange Securities or Additional Securities, (iv) whether such
Securities shall bear the Global Note Legend and/or the Private Placement
Legend, and (v) the name of and instructions for delivery to and the principal
amount of Securities for each Holder. The aggregate principal amount of
Securities outstanding at any time is unlimited. Upon the written order of the
Issuer, the Trustee shall authenticate Securities in substitution of Securities
originally issued to reflect any name change of the Issuer. Furthermore,
Securities may be authenticated and delivered upon registration or transfer, or
in lieu of, other Securities pursuant to Section 2.6, 2.7, 2.10, 2.14 or 8.5 or
in connection with a Change of Control Offer pursuant to Section 10.1.

          The Trustee may appoint an authenticating agent acceptable to the
Issuer to authenticate Securities. Unless otherwise provided in the appointment,
an authenticating agent may authenticate Securities whenever the Trustee may do
so. Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as an
Agent to deal with the Issuer, any Affiliate of the Issuer, or any of its
respective Subsidiaries.

          Securities shall be issuable only in registered form without coupons
in minimum denominations of $2,000 and in integral multiples of $1,000. Interest
shall be payable in the manner and at the times specified in the form of
Securities attached hereto.



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          SECTION 2.3. Registrar and Paying Agent.

          The Issuer shall maintain an office or agency in the Borough of
Manhattan, The City of New York, where Securities may be presented for
registration of transfer or for exchange ("Registrar") and an office or agency
where Securities may be presented for payment ("Paying Agent") and where notices
and demands to or upon the Issuer in respect of the Securities may be served.
The Issuer may act as Registrar or Paying Agent, except that, for the purposes
of Articles III, VIII, XI and Section 4.13 and as otherwise specified in this
Indenture, neither the Issuer nor any Affiliate of the Issuer shall act as
Paying Agent. The Registrar shall keep a register of the Securities and of their
transfer and exchange. The Issuer may have one or more co-Registrars and one or
more additional Paying Agents. The term "Paying Agent" includes any additional
Paying Agent. The Issuer hereby initially appoints the Trustee as Registrar and
Paying Agent, and the Trustee hereby agrees so to act.

          The Issuer may enter into an appropriate written agency agreement with
any Agent not a party to this Indenture, which agreement shall implement the
provisions of this Indenture that relate to such Agent. The Issuer shall
promptly notify the Trustee in writing of the name and address of any such
Agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee
shall act as such.

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

          The Issuer initially appoints the Trustee to act as Registrar, Paying
Agent and Securities Custodian with respect to the Global Securities.

          SECTION 2.4. Paying Agent to Hold Assets in Trust.

          The Issuer shall require each Paying Agent other than the Trustee to
agree in writing that each Paying Agent shall hold in trust for the benefit of
the Holders or the Trustee all assets held by the Paying Agent for the payment
of principal of, premium, if any, or interest and Additional Interest, if any,
on, the Securities (whether such assets have been distributed to it by the
Issuer or any other obligor on the Securities), and shall promptly notify the
Trustee in writing of any Default in making any such payment. If the Issuer or a
Subsidiary of the Issuer acts as Paying Agent, it shall segregate such assets
and hold them as a separate trust fund for the benefit of the Holders or the
Trustee. The Issuer at any time may require a Paying Agent to distribute all
assets held by it to the Trustee and account for any assets 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 distribute all
assets held by it to the Trustee and to account for any assets distributed. Upon
distribution to the Trustee of all assets that shall have been delivered by the
Issuer to the Paying Agent, the Paying Agent (if other than the Issuer) shall
have no further liability for such assets.


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          SECTION 2.5. Securityholder Lists.

          The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Holders. If the Trustee is not the Registrar, the Issuer shall furnish to the
Trustee on or before the third Business Day preceding each Interest Payment Date
and at such other times as the Trustee may request in writing a list in such
form and as of such date as the Trustee reasonably may require of the names and
addresses of Holders.

          SECTION 2.6. Transfer and Exchange.

          (a) Transfer and Exchange of Global Securities. A Global Security may
not be transferred as a whole except by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or to another
nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. All Global
Securities shall be exchanged by the Issuer for Definitive Securities if (i) the
Issuer delivers to the Trustee notice from the Depositary that it is unwilling
or unable to continue to act as Depositary or that it is no longer a clearing
agency registered under the Exchange Act and, in either case, a successor
Depositary is not appointed by the Issuer within 90 days after the date of such
notice from the Depositary; (ii) the Issuer in its sole discretion determines
that the Global Securities (in whole but not in part) should be exchanged for
Definitive Securities and delivers a written notice to such effect to the
Trustee; or (iii) there shall have occurred and be continuing a Default or Event
of Default with respect to the Securities. Upon the occurrence of any of the
preceding events in (i), (ii) or (iii) above, Definitive Securities shall be
issued in such names as the Depositary shall instruct the Trustee. Global
Securities also may be exchanged or replaced, in whole or in part, as provided
in Sections 2.7 and 2.10 hereof. Every Security authenticated and delivered in
exchange for, or in lieu of, a Global Security or any portion thereof, pursuant
to this Section 2.6 or Section 2.7 or 2.10 hereof, shall be authenticated and
delivered in the form of, and shall be, a Global Security. A Global Security may
not be exchanged for another Security other than as provided in this Section
2.6(a), however, beneficial interests in a Global Security may be transferred
and exchanged as provided in Section 2.6(b), (c) or (f) hereof.

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

          (i) Transfer of Beneficial Interests in the Same Global Security.
     Beneficial interests in any Restricted Global Security may be transferred
     to Persons who take delivery thereof in the form of a beneficial interest
     in the same Restricted Global Security in accordance with the transfer
     restrictions set forth in the Private Placement Legend. Beneficial
     interests in any Unrestricted Global Security may be transferred to Persons
     who take delivery thereof in the form of a beneficial interest in an
     Unrestricted Global Security. No written orders or instructions shall be
     required to be delivered to the Registrar to effect the transfers described
     in this Section 2.6(b)(i).

          (ii) All Other Transfers and Exchanges of Beneficial Interests in
     Global Securities. In connection with all transfers and exchanges of
     beneficial interests that are not subject to Section 2.6(b)(i) above, the
     transferor of such beneficial interest must deliver to the Registrar either
     (A) (1) a written order from a Participant or an Indirect Participant given
     to the Depositary in accordance with the Applicable Procedures directing
     the Depositary to credit or cause to be credited a beneficial interest in
     another Global Security in an amount equal to the beneficial interest to be
     transferred or exchanged and (2) instructions given in accordance with the
     Applicable Procedures containing information regarding the Participant
     account to be credited with such increase or (B)(1) a written order from a
     Participant or an Indirect Participant given to


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<PAGE>

     the Depositary in accordance with the Applicable Procedures directing the
     Depositary to cause to be issued a Definitive Security in an amount equal
     to the beneficial interest to be transferred or exchanged and (2)
     instructions given by the Depositary to the Registrar containing
     information regarding the Person in whose name such Definitive Security
     shall be registered to effect the transfer or exchange referred to in
     (A)(1) above. Upon consummation of an Exchange Offer by the Issuer in
     accordance with Section 2.6(f) hereof, the requirements of this Section
     2.6(b)(ii) shall be deemed to have been satisfied upon receipt by the
     Registrar of the instructions contained in the Letter of Transmittal
     delivered by the Holder of such beneficial interests in the Restricted
     Global Securities. Upon satisfaction of all of the requirements for
     transfer or exchange of beneficial interests in Global Securities contained
     in this Indenture and the Securities or otherwise applicable under the
     Securities Act, the Trustee shall adjust the principal amount at maturity
     of the relevant Global Securities pursuant to Section 2.6(i) hereof.

          (iii) Transfer of Beneficial Interests to Another Restricted Global
     Security. A beneficial interest in any Restricted Global Security may be
     transferred to a Person who takes delivery thereof in the form of a
     beneficial interest in another Restricted Global Security if the transfer
     complies with the requirements of Section 2.6(b)(ii) above and the
     Registrar receives the following:

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

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

          (iv) Transfer and Exchange of Beneficial Interests in a Restricted
     Global Security for Beneficial Interests in an Unrestricted Global
     Security. A beneficial interest in any Restricted Global Security may be
     exchanged by any Holder thereof for a beneficial interest in an
     Unrestricted Global Security or transferred to a Person who takes delivery
     thereof in the form of a beneficial interest in an Unrestricted Global
     Security if the exchange or transfer complies with the requirements of
     Section 2.6(b)(ii) above and:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the Holder of the beneficial interest to be transferred, in the
          case of an exchange, or the transferee, in the case of a transfer,
          certifies in the applicable Letter of Transmittal that it is not (1) a
          Participating Broker-Dealer, (2) a Person participating in the
          distribution of the Exchange Securities or (3) a Person who is an
          affiliate (as defined in Rule 144) of the Issuer;

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


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<PAGE>

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

               (D) the Registrar receives the following:

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

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

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

          If any such transfer is effected pursuant to subparagraph (B) or (D)
above at a time when an Unrestricted Global Security has not yet been issued,
the Issuer shall issue and, upon receipt of an Authentication Order in
accordance with Section 2.2 hereof, the Trustee shall authenticate one or more
Unrestricted Global Securities in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

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

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

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

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


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<PAGE>

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

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

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

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

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

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

the Trustee shall cause the aggregate principal amount of the applicable Global
Security to be reduced accordingly pursuant to Section 2.6(i) hereof, and the
Issuer shall execute and the Trustee shall authenticate and deliver to the
Person designated in the instructions a Definitive Security in the appropriate
principal amount. Any Definitive Security issued in exchange for a beneficial
interest in a Restricted Global Security pursuant to this Section 2.6(c) shall
be registered in such name or names and in such authorized denomination or
denominations as the Holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Securities to
the Persons in whose names such Securities are so registered. Any Definitive
Security issued in exchange for a beneficial interest in a Restricted Global
Security pursuant to this Section 2.6(c)(i) shall bear the Private Placement
Legend and shall be subject to all restrictions on transfer contained therein.

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


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               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the Holder of such beneficial interest, in the case of an
          exchange, or the transferee, in the case of a transfer, certifies in
          the applicable Letter of Transmittal that it is not (1) a
          Participating Broker-Dealer, (2) a Person participating in the
          distribution of the Exchange Securities or (3) a Person who is an
          affiliate (as defined in Rule 144) of the Issuer;

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

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

               (D) the Registrar receives the following:

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

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

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

          (iii) Beneficial Interests in Unrestricted Global Securities to
     Unrestricted Definitive Securities. If any Holder of a beneficial interest
     in an Unrestricted Global Security proposes to exchange such beneficial
     interest for a Definitive Security or to transfer such beneficial interest
     to a Person who takes delivery thereof in the form of a Definitive
     Security, then, upon satisfaction of the conditions set forth in Section
     2.6(b)(ii) hereof, the Trustee shall cause the aggregate principal amount
     of the applicable Global Security to be reduced accordingly pursuant to
     Section 2.6(i) hereof, and the Issuer shall execute and the Trustee shall
     authenticate and deliver to the Person designated in the instructions a
     Definitive Security in the appropriate principal amount. Any Definitive
     Security issued in exchange for a beneficial interest pursuant to this
     Section 2.6(c)(iii)


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     shall be registered in such name or names and in such authorized
     denomination or denominations as the Holder of such beneficial interest
     shall instruct the Registrar through instructions from the Depositary and
     the Participant or Indirect Participant. The Trustee shall deliver such
     Definitive Securities to the Persons in whose names such Securities are so
     registered. Any Definitive Security issued in exchange for a beneficial
     interest pursuant to this Section 2.6(c)(iii) shall not bear the Private
     Placement Legend.

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

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

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

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

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

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

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

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

               (G) if such Restricted Definitive Security is being transferred
          pursuant to an effective registration statement under the Securities
          Act, a certificate to the


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<PAGE>

          effect set forth in Exhibit B hereto, including the certifications in
          item (3)(c) thereof,

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

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

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the Holder, in the case of an exchange, or the transferee, in the
          case of a transfer, certifies in the applicable Letter of Transmittal
          that it is not (1) a Participating Broker-Dealer, (2) a Person
          participating in the distribution of the Exchange Securities or (3) a
          Person who is an affiliate (as defined in Rule 144) of the Issuer;

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

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

               (D) the Registrar receives the following:

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

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

          and, in each such case set forth in this subparagraph (D), if the
          Registrar so requests or if the Applicable Procedures so require, an
          Opinion of Counsel in form reasonably acceptable to the Registrar to
          the effect that such exchange or transfer is in compliance with the
          Securities Act and that the restrictions on


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<PAGE>

          transfer contained herein and in the Private Placement Legend are no
          longer required in order to maintain compliance with the Securities
          Act.

          Upon satisfaction of the conditions of any of the subparagraphs in
     this Section 2.6(d)(ii), the Trustee shall cancel the Definitive Securities
     and increase or cause to be increased the aggregate principal amount of the
     Unrestricted Global Security.

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

          If any such exchange or transfer from a Definitive Security to a
     beneficial interest is effected pursuant to subparagraphs (ii)(B), (ii)(D)
     or (iii) above at a time when an Unrestricted Global Security has not yet
     been issued, the Issuer shall issue and, upon receipt of an Authentication
     Order in accordance with Section 2.2 hereof, the Trustee shall authenticate
     one or more Unrestricted Global Securities in an aggregate principal amount
     equal to the principal amount of Definitive Securities so transferred.

          (e) Transfer and Exchange of Definitive Securities for Definitive
Securities. Upon request by a Holder of Definitive Securities and such Holder's
compliance with the provisions of this Section 2.6(e), the Registrar shall
register the transfer or exchange of Definitive Securities. Prior to such
registration of transfer or exchange, the requesting Holder shall present or
surrender to the Registrar the Definitive Securities duly endorsed or
accompanied by a written instruction of transfer in form satisfactory to the
Registrar duly executed by such Holder or by its attorney, duly authorized in
writing. In addition, the requesting Holder shall provide any additional
certifications, documents and information, as applicable, required pursuant to
the following provisions of this Section 2.6(e).

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

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

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

               (C) if the transfer shall be made pursuant to any other exemption
          from the registration requirements of the Securities Act, then the
          transferor must deliver


                                       38

<PAGE>

          a certificate in the form of Exhibit B hereto, including the
          certifications, certificates and Opinion of Counsel required by item
          (3) thereof, if applicable.

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

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the Holder, in the case of an exchange, or the transferee, in the
          case of a transfer, certifies in the applicable Letter of Transmittal
          that it is not (1) a Participating Broker-Dealer, (2) a Person
          participating in the distribution of the Exchange Securities or (3) a
          Person who is an affiliate (as defined in Rule 144) of the Issuer;

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

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

               (D) the Registrar receives the following:

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

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

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

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


                                       39

<PAGE>

          (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Issuer shall issue and,
upon receipt of an authentication order in accordance with Section 2.2, the
Trustee shall authenticate (i) one or more Unrestricted Global Securities in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Securities tendered for acceptance by Persons
that certify in the applicable Letters of Transmittal that (x) they are not
Participating Broker-Dealers, (y) they are not participating in a distribution
of the Exchange Securities and (z) they are not affiliates (as defined in Rule
144) of the Issuer, and accepted for exchange in the Exchange Offer and (ii)
Definitive Securities in an aggregate principal amount equal to the principal
amount of the Restricted Definitive Securities accepted for exchange in the
Exchange Offer. Concurrently with the issuance of such Securities, the Trustee
shall cause the aggregate principal amount of the applicable Restricted Global
Securities to be reduced accordingly, and the Issuer shall execute and the
Trustee shall authenticate and deliver to the Persons designated by the Holders
of Definitive Securities so accepted Definitive Securities in the appropriate
principal amount. Any Securities that remain outstanding after the consummation
of the Exchange Offer, and Exchange Securities issued in connection with the
Exchange Offer, shall be treated as a single class of securities under this
Indenture.

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

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

          THIS SECURITY AND THE RELATED GUARANTEE, IF ANY (TOGETHER, "THE
          SECURITY"), HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
          AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING
          THIS SECURITY, AGREES FOR THE BENEFIT OF CENTENNIAL COMMUNICATIONS
          CORP., (THE "ISSUER") THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR
          OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF THE
          ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY HERETO) OR (Y) BY ANY
          HOLDER THAT WAS AN AFFILIATE OF THE ISSUER AT ANY TIME DURING THE
          THREE MONTHS PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE,
          OTHER THAN (1) TO THE ISSUER, (2) SO LONG AS THIS SECURITY IS ELIGIBLE
          FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE
          144A"), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
          INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR
          ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER
          TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS
          BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED
          BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF
          THIS SECURITY), (3)


                                       40

<PAGE>

          IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE
          SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON
          THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (4) TO
          AN INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE
          501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT (AS INDICATED BY
          THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON
          THE REVERSE OF THIS SECURITY) THAT IS ACQUIRING THIS SECURITY FOR
          INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION, AND A CERTIFICATE WHICH
          MAY BE OBTAINED FROM THE ISSUER OR THE TRUSTEE IS DELIVERED BY THE
          TRANSFEREE TO THE ISSUER AND TRUSTEE, (5) PURSUANT TO AN EXEMPTION
          FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF
          APPLICABLE) UNDER THE SECURITIES ACT OR (6) PURSUANT TO AN EFFECTIVE
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN
          ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
          UNITED STATES. AN INSTITUTIONAL ACCREDITED INVESTOR HOLDING THIS
          SECURITY AGREES THAT IT WILL FURNISH TO THE ISSUER AND THE TRUSTEE
          SUCH CERTIFICATES AND OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE
          TO CONFIRM THAT ANY TRANSFER BY IT OF THIS SECURITY COMPLIES WITH THE
          FOREGOING RESTRICTIONS. THE HOLDER HEREOF, BY PURCHASING THIS
          SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE ISSUER THAT IT
          IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE
          144A, (2) AN INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED
          IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT AND THAT
          IT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR
          DISTRIBUTION OR (3) A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN
          THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH
          (k)(2) OF RULE 902 UNDER THE SECURITIES ACT) REGULATION S UNDER THE
          SECURITIES ACT.

Notwithstanding the foregoing, any Global Security or Definitive Security issued
pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii),
(e)(iii) or (f) of this Section 2.6 (and all Securities issued in exchange
therefor or substitution thereof) shall not bear the Private Placement Legend.

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

          THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
          INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
          BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
          ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY
          MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO


                                       41

<PAGE>

          SECTION 2.6 OF THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE
          EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE
          INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE
          FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV)
          THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH
          THE PRIOR WRITTEN CONSENT OF THE ISSUER.

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

          (i) General Provisions Relating to Transfers and Exchanges.

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

               (ii) No service charge shall be made to a Holder of a beneficial
          interest in a Global Security or to a Holder of a Definitive Security
          for any registration of transfer or exchange, but the Issuer may
          require payment of a sum sufficient to cover any transfer tax or
          similar governmental charge payable in connection therewith (other
          than any such transfer taxes or similar governmental charge payable
          upon exchange or transfer).

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

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


                                       42

<PAGE>

               (v) The Issuer shall not be required (A) to issue, to register
          the transfer of or to exchange any Securities during a period
          beginning at the opening of business 15 days before the day of any
          selection of Securities for redemption under Section 3.3 hereof and
          ending at the close of business on the day of selection, (B) to
          register the transfer of or to exchange any Security so selected for
          redemption in whole or in part, except the unredeemed portion of any
          Security being redeemed in part or (C) to register the transfer of or
          to exchange a Security between a Record Date and the next succeeding
          Interest Payment Date.

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

               (vii) The Trustee shall authenticate Global Securities and
          Definitive Securities in accordance with the provisions of Section 2.2
          hereof.

               (viii) All certifications, certificates and Opinions of Counsel
          required to be submitted to the Registrar pursuant to this Section 2.6
          to effect a registration of transfer or exchange may be submitted by
          facsimile with the original to follow by first class mail.



                                       43

<PAGE>

          SECTION 2.7. Replacement Securities.

          If a mutilated Security is surrendered to the Trustee or if the Holder
of a Security claims and submits an affidavit or other evidence, satisfactory to
the Trustee, to the Trustee to the effect that the Security has been lost,
destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall
authenticate a replacement Security if the Trustee's requirements are met. If
required by the Trustee or the Issuer, such Holder must provide an indemnity
bond or other indemnity, sufficient in the judgment of the Issuer and the
Trustee, to protect the Issuer, the Trustee or any Agent from any loss which any
of them may suffer if a Security is replaced. The Issuer may charge such Holder
for its reasonable, out-of-pocket expenses in replacing a Security.

          Every replacement Security is an additional obligation of the Issuer.

          SECTION 2.8. Outstanding Securities.

          Securities outstanding at any time are all the Securities that have
been authenticated by the Trustee (including any Security represented by a
Global Security) except those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Security effected by
the Trustee hereunder and those described in this Section 2.8 as not
outstanding. A Security does not cease to be outstanding because the Issuer or
an Affiliate of the Issuer holds the Security, except as provided in Section
2.9.

          If a Security is replaced pursuant to Section 2.7 (other than a
mutilated Security surrendered for replacement), it ceases to be outstanding
unless the Trustee receives proof satisfactory to it that the replaced Security
is held by a bona fide purchaser. A mutilated Security ceases to be outstanding
upon surrender of such Security and replacement thereof pursuant to Section 2.7.

          If on a Redemption Date or the Maturity Date the Paying Agent (other
than the Issuer or an Affiliate of the Issuer) holds cash sufficient to pay all
of the principal and interest due on the Securities payable on that date and
payment of the Securities called for redemption or payable on such Maturity Date
is not otherwise prohibited pursuant to this Indenture, then on and after that
date such Securities cease to be outstanding and interest on them ceases to
accrue.

          SECTION 2.9. Treasury Securities.

          In determining whether the Holders of the required principal amount of
Securities have concurred in any direction, amendment, supplement, waiver or
consent, Securities owned by the Issuer or Affiliates of the Issuer shall be
disregarded, except that, for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, amendment, supplement,
waiver or consent, only Securities that the Trustee knows are so owned shall be
disregarded.


                                       44

<PAGE>

          SECTION 2.10. Temporary Securities.

          Until definitive Securities are ready for delivery, the Issuer may
prepare and the Trustee shall authenticate temporary Securities. Temporary
Securities shall be substantially in the form of definitive Securities but may
have variations that the Issuer reasonably and in good faith considers
appropriate for temporary Securities. Without unreasonable delay, the Issuer
shall prepare and the Trustee shall authenticate definitive Securities in
exchange for temporary Securities. Until so exchanged, the temporary Securities
shall in all respects be entitled to the same benefits under this Indenture as
permanent Securities authenticated and delivered hereunder.

          SECTION 2.11. Cancellation.

          The Issuer at any time may deliver Securities to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Securities surrendered to them for transfer, exchange or payment. The
Trustee, or at the direction of the Trustee, the Registrar or the Paying Agent
(other than the Issuer or an Affiliate of the Issuer), and no one else, shall
cancel and, at the written direction of the Issuer, shall dispose of all
Securities surrendered for transfer, exchange, payment or cancellation. Subject
to Section 2.7, the Issuer may not issue new Securities to replace Securities
that have been paid or delivered to the Trustee for cancellation. No Securities
shall be authenticated in lieu of or in exchange for any Securities canceled as
provided in this Section 2.11, except as expressly permitted in the form of
Securities and as permitted by this Indenture.

          SECTION 2.12. Defaulted Interest.

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

          Any interest or Additional Interest, if any, on any Security which is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date plus, to the extent lawful, any interest or Additional Interest, if
any, payable on the defaulted interest (herein called "Defaulted Interest")
shall forthwith cease to be payable to the registered Holder on the relevant
Record Date, and such Defaulted Interest may be paid by the Issuer, at its
election in each case, as provided in clause (1) or (2) below:

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

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

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


                                       45

<PAGE>

          SECTION 2.13. CUSIP Numbers.

          Neither the Issuer nor the Trustee shall have any responsibility for
any defect in the CUSIP number that appears on any Security, check, advice of
payment or redemption notice, and any such document may contain a statement to
the effect that CUSIP numbers have been assigned by an independent service for
convenience of reference and that neither the Issuer nor the Trustee shall be
liable for any inaccuracy in such numbers.



                                       46

<PAGE>

          SECTION 2.14. Additional Securities

          The Issuer shall be entitled, subject to its compliance with Section
4.10, to issue Additional Securities under this Indenture which shall have
identical terms as the Securities issued on the Issue Date or the Exchange
Securities, other than with respect to the date of issuance and issue price,
first payment of interest and rights under a related Registration Rights
Agreement, if any.

          With respect to any Additional Securities, the Issuer shall set forth
in a resolution of the Board of Directors and an Officers' Certificate, a copy
of each which shall be delivered to the Trustee, the following information:

               (a) the aggregate principal amount at maturity of such Additional
          Securities to be authenticated and delivered pursuant to this
          Indenture;

               (b) the issue price, the issue date and the CUSIP number and
          corresponding ISIN of such Additional Securities; and

               (c) whether such Additional Securities shall bear the Private
          Placement Legend or shall be Exchange Securities.

                                   ARTICLE III
                                   REDEMPTION

          SECTION 3.1. Rights of Redemption.

          (a) In addition to the provisions of Sections 4.13 and 10.1 hereof,
the Securities are subject to redemption at any time on or after January 1,
2008, at the option of the Issuer, in whole or in part, subject to the
conditions, and at the Redemption Prices, specified in the form of Security
attached hereto as Exhibit A, together with accrued and unpaid interest, if any,
to, but not including, the Redemption Date (subject to the rights of Holders on
relevant Record Dates to receive interest due on an Interest Payment Date).

          (b) In addition, at any time prior to January 1, 2008, the Issuer, at
its option, may use the net cash proceeds of one or more Equity Offerings in a
single transaction or a series of related transactions to redeem up to an
aggregate of 35% of the aggregate principal amount of Securities issued under
this Indenture (including Additional Securities) at a Redemption Price equal to
100.0% of the aggregate principal amount thereof, plus a premium equal to the
interest rate per year that is then applicable to the Securities on the date on
which notice of redemption is given, plus accrued and unpaid interest thereon,
if any, to, but not including, the Redemption Date (subject to the rights of
Holders on relevant Record Dates to receive interest due on an Interest Payment
Date); provided that at least 65% of the aggregate principal amount of
Securities (including Additional Securities) remains outstanding immediately
after the occurrence of such redemption; provided further that any such
redemption may not occur in connection with a Change of Control. In order to
effect the foregoing redemption, the Issuer must consummate such redemption
within 90 days of the closing of the Equity Offering.



                                       47

<PAGE>

          SECTION 3.2. Notices to Trustee.

          If the Issuer elects to redeem Securities pursuant to Paragraph 5 of
the Securities and Section 3.1 of this Indenture, it shall notify the Trustee in
writing of the Redemption Date and the principal amount of Securities to be
redeemed and whether they want the Trustee to give notice of redemption to the
Holders.

          If the Issuer elects to reduce the principal amount of Securities to
be redeemed pursuant to Paragraph 5 of the Securities by crediting against any
such redemption Securities they have not previously delivered to the Trustee for
cancellation, it shall so notify the Trustee of the amount of the reduction and
deliver such Securities with such notice, provided that no Securities issued on
the date of this Indenture received by the Issuer in exchange for Exchange
Securities may be made the basis for such credit.

          The Issuer shall give each notice to the Trustee provided for in this
Section 3.2 at least 45 days before the Redemption Date (unless a shorter notice
shall be satisfactory to the Trustee). Any such notice may be canceled at any
time prior to notice of such redemption being mailed to any Holder and shall
thereby be void and of no effect.

          SECTION 3.3. Selection of Securities to Be Redeemed.

          If less than all of the Securities are to be redeemed pursuant to
Paragraph 5 thereof, the Trustee shall select the Securities or portions thereof
for redemption in compliance with the requirements of the principal national
securities exchange, if any, on which the Securities are listed, or if the
Securities are not so listed, on a pro rata basis, by lot or by any other manner
as the Trustee shall determine to be fair and appropriate. The Trustee shall
make the selection from the Securities outstanding and not previously called for
redemption and shall promptly notify the Issuer in writing of the Securities
selected for redemption and, in the case of any Security selected for partial
redemption, the principal amount thereof to be redeemed. The Securities may be
redeemed in part pursuant to this Section 3.3 in multiples of $1,000 only;
provided that, no Securities of $2,000 or less shall be redeemed in part. The
Trustee may select for redemption portions (in integral multiples of $1,000) of
the principal of Securities that have denominations larger than $2,000.
Provisions of this Indenture that apply to Securities called for redemption also
apply to portions of Securities called for redemption.

          SECTION 3.4. Notice of Redemption.

          At least 30 days and not more than 60 days before a Redemption Date,
the Issuer shall mail a notice of redemption by first-class mail, postage
prepaid, to the Trustee and each Holder whose Securities are to be redeemed to
such Holder's last address as then shown upon the books of the Registrar. At the
Issuer's request, the Trustee shall give the notice of redemption as prepared by
the Issuer, in the Issuer's name and at the Issuer's expense. Each notice for
redemption shall identify the Securities to be redeemed and shall state:

               (A) the Redemption Date;

               (B) the Redemption Price, including the amount of accrued and
          unpaid interest, if any, to be paid upon such redemption;

               (C) the name, address and telephone number of the Paying Agent;

               (D) that Securities called for redemption must be surrendered to
          the Paying Agent at the address specified in such notice to collect
          the Redemption Price;

               (E) that, unless (a) the Issuer defaults in its obligation to
          deposit cash with the Paying Agent in accordance with Section 3.6
          hereof or (b) such redemption payment is prohibited pursuant to this
          Indenture, interest on Securities (or portion thereof) called for
          redemption ceases to accrue on and after the Redemption Date and the
          only remaining right of the Holders of such Securities is to receive
          payment of the Redemption Price, including any accrued and unpaid
          interest to the Redemption Date, upon surrender to the Paying Agent of
          the Securities called for redemption and to be redeemed;

               (F) if any Security is being redeemed in part, the portion of the
          principal amount, equal to $1,000 or any integral multiple thereof, of
          such Security to be redeemed and that, after the Redemption Date, and
          upon surrender of such Security, a new Security or Securities in
          aggregate principal amount equal to the unredeemed portion thereof
          will be issued;

               (G) if less than all the Securities are to be redeemed, the
          identification of the particular Securities (or portion thereof) to be
          redeemed, as well as the aggregate principal amount of such Securities
          to be redeemed and the aggregate principal amount of Securities to be
          outstanding after such partial redemption;

               (H) the CUSIP number of the Securities to be redeemed; and

               (I) that the notice is being sent pursuant to this Section 3.4
          and pursuant to the optional redemption provisions of Paragraph 5 of
          the Securities.



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<PAGE>

          SECTION 3.5. Effect of Notice of Redemption.

          Once notice of redemption is mailed in accordance with Section 3.4,
Securities called for redemption become due and payable on the Redemption Date
and at the Redemption Price, including any accrued and unpaid interest and
Additional Interest, if any, to the Redemption Date. Upon surrender to the
Trustee or Paying Agent, such Securities called for redemption shall be paid at
the Redemption Price, including interest and Additional Interest, if any,
accrued and unpaid to the Redemption Date; provided that if the Redemption Date
is after a regular Record Date and on or prior to the Interest Payment Date, the
accrued interest shall be payable to the Holder of the redeemed Securities
registered on the relevant Record Date; and provided further that if a
Redemption Date is a Legal Holiday, payment shall be made on the next succeeding
Business Day and no interest shall accrue for the period from such Redemption
Date to such succeeding Business Day.


                                       49

<PAGE>
          SECTION 3.6. Deposit of Redemption Price.

          By 10:00 a.m. on, or prior to, the Redemption Date, the Issuer shall
deposit with the Paying Agent (other than the Issuer or an Affiliate of the
Issuer) cash sufficient to pay the Redemption Price of, including any accrued
and unpaid interest on, all Securities to be redeemed on such Redemption Date
(other than Securities or portions thereof called for redemption on that date
that have been delivered by the Issuer to the Trustee for cancellation). The
Paying Agent shall promptly return to the Issuer any cash so deposited which is
not required for that purpose.

          If the Issuer complies with the preceding paragraph and the other
provisions of this Article III and payment of the Securities called for
redemption is not prohibited under this Indenture, interest on the Securities to
be redeemed will cease to accrue on the applicable Redemption Date, whether or
not such Securities are presented for payment. Notwithstanding anything herein
to the contrary, if any Security surrendered for redemption in the manner
provided in the Securities shall not be so paid upon surrender for redemption
because of the failure of the Issuer to comply with the preceding paragraph,
interest shall continue to accrue and be paid from the Redemption Date until
such payment is made on the unpaid principal, and, to the extent lawful, on any
interest not paid on such unpaid principal, in each case at the rate and in the
manner provided in Section 4.1 hereof and the Securities.

          SECTION 3.7. Securities Redeemed in Part.

          Upon surrender of a Security that is to be redeemed in part, the
Issuer shall execute and the Trustee shall authenticate and deliver to the
Holder, without service charge to the Holder, a new Security or Securities equal
in principal amount to the unredeemed portion of the Security surrendered.

                                   ARTICLE IV
                                    COVENANTS

          SECTION 4.1. Payment of Securities.

          The Issuer shall pay the principal of, premium, if any, and interest
and Additional Interest, if any, on the Securities on the dates and in the
manner provided in the Securities. An installment of principal of, premium, if
any, or interest and Additional Interest, if any, on the Securities shall be
considered paid by the Issuer on the date it is due if the Trustee or Paying
Agent (other than the Issuer or an Affiliate of the Issuer) holds for the
benefit of the Holders, on or before 10:00 a.m. New York City time on that date,
cash deposited and designated for and sufficient to pay the installment. The
Issuer shall pay interest on overdue principal, premium, if any, and on overdue
installments of interest and Additional Interest, if any, at the rate specified
in the Securities compounded semi-annually, to the extent lawful.


                                       50
<PAGE>

          SECTION 4.2. Maintenance of Office or Agency.

          The Issuer shall maintain in the Borough of Manhattan, The City of New
York, an office or agency where Securities may be presented or surrendered for
payment, where Securities may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Issuer in respect of the
Securities and this Indenture may be served. The Issuer shall give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency. If at any time the Issuer 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 11.2. The Issuer
may also from time to time designate one or more other offices or agencies where
the Securities may be presented or surrendered for any or all such purposes and
may from time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Issuer of its
obligations to maintain an office or agency in the Borough of Manhattan, The
City of New York, for such purposes. The Issuer 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 Issuer hereby initially
designates the corporate trust office of the Trustee in New York City as such
office.

          SECTION 4.3. Limitation on Restricted Payments.

          The Issuer will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, make any Restricted Payment, if,
immediately prior or after giving effect thereto (a) a Default or an Event of
Default would exist (b) the Issuer would not be permitted to incur at least
$1.00 of additional Indebtedness pursuant to the Annual Debt to EBITDA Ratio
provision set forth in the second paragraph of Section 4.10, or (c) the
aggregate amount of all Restricted Payments made by the Issuer and its
Restricted Subsidiaries, including such proposed Restricted Payment (if not made
in cash, then the Fair Market Value of any property used therefor) from and
after the Issue Date and on or prior to the date of such Restricted Payment,
shall exceed the sum of (i) the amount determined by subtracting (x) 1.65 times
the aggregate Consolidated Interest Expense of the Issuer for the period (taken
as one accounting period) from the first day of the quarter commencing
immediately prior to the Issue Date to the last day of the last full fiscal
quarter prior to the date of the proposed Restricted Payment (the "Computation
Period") from (y) Consolidated EBITDA of the Issuer for the Computation Period,
(ii) the aggregate Net Proceeds received by the Issuer from the sale (other than
to a Subsidiary of the Issuer) of its Qualified Capital Stock after the Issue
Date and on or prior to the date of such Restricted Payment (and in any case
other than Excluded Contributions, Excluded Cash Contributions and Investment
Equity), (iii) 100% of the aggregate amount of non-recourse contributions to the
capital of the Issuer and its Restricted Subsidiaries since the Issue Date (in
any case other than Excluded Contributions, Excluded Cash Contributions and
Investment Equity), (iv) to the extent not otherwise included in clauses (i) -
(iii) above, an amount equal to the net reduction in Investments in Unrestricted
Subsidiaries resulting from payments of dividends, repayment of loans or
advances, or other transfers of assets, in each case to the Issuer or any
Restricted Subsidiary from Unrestricted Subsidiaries, or from redesignations of
Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as
provided in the definition of "Investments") since the Issue Date and (v)
$30,000,000.

          Notwithstanding the foregoing, the provisions set forth in the
immediately preceding paragraph will not prohibit the actions described below
(i) the payment of any dividend within 60 days after the date of its declaration
if such dividend could have been made on the date of its declaration in
compliance with the foregoing provisions, (ii) the redemption, defeasance,
repurchase or other acquisition or retirement of any Subordinated Indebtedness
or Capital Stock of the Issuer or its Restricted Subsidiaries either in exchange
for or out of the Net Proceeds of the substantially concurrent sale (other than
to a Subsidiary of the Issuer) of Qualified Capital Stock (in the case of any
redemption, defeasance, repurchase or other acquisition or retirement of Capital
Stock of the Issuer or its Restricted Subsidiaries) or Subordinated
Indebtedness, (iii) the purchase, redemption or other acquisition or retirement
for value of Capital Stock of the Issuer from employees, former employees,
directors, former directors, consultants and former consultants of the Issuer or
any of its Subsidiaries pursuant to the terms of the agreements pursuant to
which such Capital Stock was acquired in an amount not to exceed $5,000,000 in
the aggregate in any calendar year (with unused amounts in any calendar year
being carried over to the next two succeeding calendar years); provided that
such amount in any calendar year may be increased by an amount not to exceed (a)
the cash proceeds from the sale of Capital Stock to members of management,
directors or consultants that occurs after the Measurement Date plus (b) the
cash proceeds of key man life insurance policies received by the Issuer and its
Restricted Subsidiaries after the Measurement Date; (iv) repurchases of Capital
Stock of the Issuer deemed to occur upon exercise of stock options if such
Capital Stock represents a portion of the exercise price of such options, (v)
the repurchase or other repayment of Indebtedness subordinated in right of
payment to the Securities upon a Change of Control or Asset Sale to the extent
required by the agreement governing such Indebtedness but only if the Issuer
shall have complied with Article X or, as the case may be, Section 4.13 and
purchased all Securities validly tendered and not withdrawn pursuant to the
relevant offer prior to purchasing or repaying such other Indebtedness; (vi) the
repurchase, redemption, defeasance, retirement, refinancing, acquisition for
value or payment of principal of any Indebtedness of the Issuer or any Guarantor
subordinated in right of payment to the Securities (other than Disqualified
Capital Stock) (a "refinancing") through the issuance of new Subordinated
Indebtedness of the Issuer or any Guarantor, provided that any such new
Subordinated Indebtedness (1) shall be in a principal amount that does not
exceed the principal amount so refinanced (or, if such Subordinated Indebtedness
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration thereof, then such lesser amount as
of the date of determination), plus the lesser of (I) the stated amount of any
premium or other payment required to be paid in connection with such a
refinancing pursuant to the terms of the Indebtedness being refinanced or (II)
the amount of premium or other payment actually paid at such time to refinance
the Indebtedness, plus, in either case, the amount of expenses of the Issuer or
any Guarantor, as the case may be, incurred in connection with such refinancing;
(2) has a final maturity date later than the final maturity date of, and has a
Weighted Average Life equal to or greater than the Weighted Average Life of, the
Indebtedness to be refinanced; and (3) is expressly subordinated in right of
payment to the Securities or the Guarantees, as applicable, at least to the same
extent as the Indebtedness to be refinanced; (vii) the declaration and payment
of dividends or distributions to holders of any class or series of Disqualified
Capital Stock of the Issuer or any Guarantor or any Preferred Stock of the
Issuer's Restricted Subsidiaries that are not Guarantors issued or incurred in
accordance with Section 4.10; (viii) the payment of dividends on the Issuer's
common equity interests after the Issue Date of up to 6% per annum of an amount


                                       51

<PAGE>

equal to the net cash proceeds received by the Issuer in its initial public
offering; (ix) the repurchase, retirement or other acquisition for value of
Capital Stock of the Issuer in existence on the Measurement Date (which shall
not exceed 7.1% of the outstanding Capital Stock of the Issuer prior to January
7, 1999) and which are not held by Welsh Carson, Blackstone or their respective
Affiliates or any members of management of the Issuer or its Subsidiaries
(including any Capital Stock issued in respect of such Capital Stock as a result
of a stock split, recapitalization, merger, combination, consolidation or
otherwise) provided that (A) the amount per share paid under this clause (ix)
shall not exceed $41.50 per share (as such amount shall be adjusted as
determined in good faith by the Board of Directors of the Issuer for stock
splits, stock dividends, recapitalizations, stock recombinations, mergers,
reverse stock splits, consolidations or similar transactions) and (B) after
giving effect thereto, the Issuer would be permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Annual Debt to EBITDA Ratio test
contained in the second paragraph of Section 4.10; (x) Investments made with
Excluded Contributions; (xi) any payments made in connection with the
Transactions; (xii) cash payments in lieu of the issuance of fractional shares;
and (xiv) other Restricted Payments in an aggregate amount not to exceed
$30,000,000.

          In determining the aggregate amount expended for Restricted Payments
in accordance with clause (c) of the first paragraph of this Section 4.3, 100%
of the amounts expended under clauses (i), (ii) (to the extent the Net Proceeds
from the concurrent sale of Qualified Capital Stock has been added to the
aggregate Net Proceeds calculation pursuant to clause (ii) of clause (c) of the
first paragraph of this Section 4.3), (iii), (iv), (vii), (viii), (ix) and (xii)
of the immediately preceding paragraph shall be deducted from the amount of
Restricted Payments that can be made under such clause (c). For the avoidance of
doubt, in determining the aggregate amount expended for Restricted Payments in
accordance with clause (c) of the first paragraph of this Section 4.3, none of
the amounts expended under any of the clauses not referred to in the immediately
preceding sentence shall be deducted from the amount of Restricted Payments that
can be made under such clause (c).


                                       52

<PAGE>

          SECTION 4.4. Corporate and Other Existence.

          Subject to Article V, the Issuer shall do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate or
other existence, as the case may be, and the corporate or other existence of
each of the Issuer's Restricted Subsidiaries in accordance with the respective
organizational documents of each of them and the rights (charter and statutory)
and corporate or other franchises of the Issuer and each of the Issuer's
Restricted Subsidiaries; provided, however, that the Issuer shall not be
required to preserve, with respect to itself, any right or franchise, and with
respect to any Restricted Subsidiaries of the Issuer, any such existence, right
or franchise, if the Issuer shall determine that the preservation thereof is no
longer desirable in the conduct of the business of such entity.


                                       53

<PAGE>
          SECTION 4.5. Payment of Taxes and Other Claims.

          Except with respect to items which are not material to the Issuer and
its Subsidiaries on a consolidated basis, the Issuer shall, and shall cause each
of its Restricted Subsidiaries to, pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (i) all taxes, assessments
and governmental charges (including withholding taxes and any penalties,
interest and additions to taxes) levied or imposed upon the Issuer or any of its
Restricted Subsidiaries or any of their respective properties and assets and
(ii) all lawful claims, whether for labor, materials, supplies, services or
anything else, which have become due and payable and which by law have or may
become a Lien upon the property and assets of the Issuer or any of its
Restricted Subsidiaries; provided, however, that the Issuer and its Restricted
Subsidiaries shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate proceedings and for
which disputed amounts adequate reserves have been established in accordance
with GAAP.

          SECTION 4.6. Maintenance of Properties and Insurance.

          The Issuer shall cause all material properties used or useful to the
conduct of its business and the business of each of the Issuer's Restricted
Subsidiaries to be maintained and kept in reasonably good condition, repair and
working order (reasonable wear and tear excepted) and shall cause to be made all
necessary repairs, renewals, replacements, betterments and improvements thereof,
all as in its reasonable judgment may be necessary, so that the business carried
on in connection therewith may be properly conducted at all times; provided,
however, that nothing in this Section 4.6 shall prevent the Issuer and its
Restricted Subsidiaries from discontinuing any 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 Board of Directors of the Issuer, desirable
in the conduct of the business of such entity.

          The Issuer shall provide, or cause to be provided, for itself and each
of the Issuer's Restricted Subsidiaries, insurance (including appropriate
self-insurance) against loss or damage of the kinds that, in the reasonable,
good faith opinion of the Issuer is adequate and appropriate for the conduct of
the business of the Issuer and such Restricted Subsidiaries, with (except for
self-insurance) 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, in the reasonable, good faith opinion of the
Issuer as are adequate and appropriate for the conduct of the business of the
Issuer and such Restricted Subsidiaries in a prudent manner for entities
similarly situated in the industry, unless failure to provide such insurance
(together with all other such failures) would not have a material adverse effect
on the financial condition or results of operations of the Issuer and its
Restricted Subsidiaries, taken as a whole.


                                       54
<PAGE>
          SECTION 4.7. Compliance Certificate; Notice of Default.

          (a) The Issuer shall deliver to the Trustee within 120 days after the
end of its fiscal year an Officers' Certificate (one of the signers being the
principal executive officer, principal financial officer or principal accounting
officer) complying with Section 314(a)(4) of the TIA and stating that a review
of its activities and the activities of its Subsidiaries during the preceding
fiscal year, as applicable, has been made under the supervision of the signing
Officers with a view to determining whether the Issuer has kept, observed,
performed and fulfilled its obligations under this Indenture and further
stating, as to each such Officer signing such certificate, whether or not the
signer knows of any failure by the Issuer or any Subsidiary of the Issuer to
comply with any conditions or covenants in this Indenture and, if such signer
does know of such a failure to comply, the certificate shall describe such
failure with particularity. The Officers' Certificate shall also notify the
Trustee should the relevant fiscal year end on any date other than the current
fiscal year end date which currently is May 31.

          (b) The Issuer shall, so long as any of the Securities are
outstanding, deliver to the Trustee, within five Business Days of becoming aware
of any Default, Event of Default or fact which would prohibit the making of any
payment to or by the Trustee in respect of the Securities, an Officers'
Certificate specifying such Default, Event of Default or fact and what action
the Issuer is taking or proposes to take with respect thereto. The Trustee shall
not be deemed to have knowledge of any Default, any Event of Default or any such
fact unless one of its Trust Officers receives notice thereof from the Issuer or
any of the Holders.

          SECTION 4.8. Reports.

          Whether or not the Issuer is subject to Section 13(a) or 15(d) of the
Exchange Act, so long as any Securities are outstanding, the Issuer will, to the
extent permitted under the Exchange Act, file with the Commission the annual
reports, quarterly reports and other documents which the Issuer would have been
required to file with the Commission pursuant to Section 13(a) or 15(d) of the
Exchange Act if it were so subject, such documents to be filed with the
Commission on or prior to the date (the "Required Filing Date") by which the
Issuer would have been required to file such documents if it were so subject.
The Issuer will also in any event (x) within 15 days of each Required Filing
Date (i) transmit by mail to all Holders, as their names and addresses appear in
the security register, without cost to such Holders and (ii) file with the
Trustee copies of the annual reports, quarterly reports and other documents
which the Issuer would have been required to file with the Commission pursuant
to Section 13(a) or 15(d) of the Exchange Act as if the Issuer were subject to
either of such Sections and (y) if filing such documents by the Issuer with the
Commission is not permitted under the Exchange Act, promptly upon written
request and payment of the reasonable cost of duplication and delivery, supply
copies of such documents to any prospective purchaser of Securities at the
Issuer's cost. So long as any of the Securities remain outstanding, the Issuer
will make available to any prospective purchaser of Securities or beneficial
owner of Securities in connection with any sale thereof the information required
by Rule 144A(d)(4) under the Securities Act, until such time as the Issuer has
either exchanged the Securities for securities identical in all material
respects which have been registered under the Securities Act or until such time
as the Holders thereof have disposed of such Securities pursuant to an effective
registration statement under the Securities Act.


                                       55
<PAGE>
          SECTION 4.9. Limitation on Transactions with Related Persons.

          The Issuer will not, and will not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate (each of the foregoing, an "Affiliate Transaction") involving
in one or a series of related transactions an aggregate consideration in excess
of $5,000,000, unless (a) such Affiliate Transaction is on terms that are not
materially less favorable, taken as a whole, to the Issuer or the relevant
Restricted Subsidiary than those that would have been obtained in a comparable
transaction by the Issuer or such Restricted Subsidiary with an unrelated Person
and the Issuer delivers an Officers' Certificate to the Trustee certifying that
such Affiliate Transaction complies with this clause (a) and (b) with respect to
any Affiliate Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of $15,000,000, the Issuer delivers to the
Trustee a resolution adopted by the majority of the Disinterested Directors
approving such Affiliate Transaction and set forth in an Officers' Certificate
certifying that such Affiliate Transaction complies with clause (a) above.

          The foregoing provisions will not apply to the following: (i)
transactions between or among the Issuer and/or any of its Restricted
Subsidiaries; (ii) Restricted Payments permitted by the provisions of this
Indenture described above under Section 4.3 and Permitted Investments; (iii) the
payment of annual management, consulting, monitoring and advisory fees and
related expenses to Welsh Carson, Blackstone and their respective Affiliates in
an amount in any calendar year not to exceed the greater of (a) $1,000,000 or
(b) 1% of Annual Consolidated EBITDA of the Issuer; (iv) the payment of
reasonable and customary fees paid to, and indemnity provided on behalf of,
officers, directors, employees or consultants of the Issuer or any Restricted
Subsidiary, including, without limitation, payments pursuant to employment
agreements, benefit plans and similar obligations; (v) payments by the Issuer or
any of its Restricted Subsidiaries to Welsh Carson, Blackstone and their
respective Affiliates made for any financial advisory, financing, underwriting
or placement services or in respect of other investment banking activities,
including, without limitation, in connection with acquisitions or divestitures
which payments are approved by a majority of the Board of Directors of the
Issuer in good faith; (vi) any transaction with respect to which the Issuer or
any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee
a letter from an investment banking, appraisal or accounting firm of national
standing stating that such transaction is fair to the Issuer or such Restricted
Subsidiary from a financial point of view; (vii) payments or loans to employees
or consultants which are approved by a majority of the Board of Directors of the
Issuer in good faith; (viii) any agreement as in effect on the Issue Date or any
amendment thereto (so long as any such amendment is not materially
disadvantageous to the Holders of the Securities, taken as a whole, as
determined by the Board of Directors of the Issuer) or any transaction
contemplated thereby; (ix) the existence of, or the performance by the Issuer or
any of its Restricted Subsidiaries of its obligations under any stockholders
agreement (including any registration rights agreement or purchase agreement
related thereto) to which it is a party on the Issue Date and any similar
agreements which it may enter into thereafter; (x) any payment pursuant to a tax
sharing agreement between the Issuer and any other Person with which the Issuer
is required or permitted to file a consolidated tax return or with which the
Issuer is or could be part of a consolidated, combined or unitary group for tax
purposes, which payments are not in excess of the tax liabilities attributable
solely to the Issuer and its Restricted Subsidiaries (as a consolidated,
combined or unitary group); (xi) transactions with a Person (other than an
Unrestricted Subsidiary of the Issuer) that is an Affiliate of the Issuer or any
Restricted Subsidiary solely because the Issuer or any Restricted Subsidiary
owns an equity interest in, or controls, such Person; (xii) issuances and sales
of equity interests (other than Disqualified Stock) to Affiliates of the Issuer
(other than an Unrestricted Subsidiary of the Issuer); and (xiii) any payments
made in connection with the Transactions.


                                       56

<PAGE>
          SECTION 4.10. Limitation on Incurrence of Additional Indebtedness.

          The Issuer will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, issue, create, incur, assume, guarantee
or otherwise directly or indirectly become liable for, or otherwise become
responsible for, contingently or otherwise (individually or collectively, to
"Incur" or, as appropriate, an "Incurrence"), any Indebtedness (including any
Acquired Indebtedness). Neither the accrual of interest (including the issuance
of "pay in kind" securities or similar instruments in respect of such accrued
interest) pursuant to the terms of Indebtedness Incurred in compliance with this
Section 4.10, nor the accretion of original issue discount, nor the mere
extension of the maturity of any Indebtedness shall be deemed to be an
Incurrence of Indebtedness.

          Notwithstanding the foregoing, the Issuer and/or any Restricted
Subsidiary of the Issuer may Incur Indebtedness (including Acquired
Indebtedness) if the Issuer's Annual Debt to EBITDA Ratio, after giving effect
to the Incurrence of such Indebtedness and the application of the proceeds
therefrom, would have been less than 7.5 to 1.0 thereafter.

          In addition, the foregoing limitations will not apply to the
Incurrence of the following (together, "Permitted Indebtedness"):

          (i) Indebtedness of the Issuer or any Restricted Subsidiary under one
     or more Credit Facilities in an aggregate principal amount at any one time
     outstanding not to exceed $1.0 billion, reduced by permanent reductions in
     commitments in satisfaction of the Net Cash Proceeds application
     requirement set forth in Section 4.13; provided that any Indebtedness under
     the Senior Credit Facility outstanding on the Issue Date will be deemed to
     have been incurred under this clause (i);

          (ii) Indebtedness pursuant to the Securities and the 2013 Fixed Rate
     Notes issued on the Issue Date and other Indebtedness existing on the Issue
     Date (other than under the Senior Credit Facility) and Refinancing
     Indebtedness Incurred to refinance Indebtedness incurred pursuant to this
     clause (ii);

          (iii) Indebtedness between the Issuer and any Restricted Subsidiary of
     the Issuer or between Restricted Subsidiaries of the Issuer, provided that,
     in the case of Indebtedness of the Issuer, such obligations shall be
     unsecured and subordinated in all respects to the Holders' rights pursuant
     to the Securities; provided further that (a) any disposition or transfer of
     any such Indebtedness to a Person (other than a disposition or transfer to
     the Issuer or a Restricted Subsidiary) shall be deemed to be an Incurrence
     of such Indebtedness by the obligor not permitted by this clause (iii), and
     (b) any transaction pursuant to which any Restricted Subsidiary, which has
     Indebtedness owing to the Issuer or any other Restricted Subsidiary, ceases
     to be a Restricted Subsidiary shall be deemed to be the Incurrence of
     Indebtedness by such Restricted Subsidiary that is not permitted by this
     clause (iii);

          (iv) Capitalized Lease Obligations, Purchase Money Indebtedness of the
     Issuer or any Restricted Subsidiary and any Refinancing Indebtedness
     incurred to refinance Indebtedness in respect thereof in an aggregate
     amount or aggregate principal amount, as the case may be, outstanding at
     any time not to exceed in the aggregate the greater of (x) $100,000,000 and
     (y) 5% of the Issuer's Total Assets; provided that in the case of Purchase
     Money Indebtedness, such Indebtedness shall not constitute more than 100%
     of the cost (determined in accordance with GAAP) to the Issuer or such
     Restricted Subsidiary of the property purchased or leased with the proceeds
     thereof;

          (v) Indebtedness of the Issuer or any Restricted Subsidiary arising
     from agreements providing for indemnification, adjustment of purchase price
     or similar obligations, or from guarantees or letters of credit, surety
     bonds or performance bonds securing any obligations of the Issuer or its
     Restricted Subsidiaries pursuant to such agreements, in any case Incurred
     in connection with the disposition of any business, assets or Restricted
     Subsidiary of the Issuer to the extent none of the foregoing results in the
     obligation to repay an obligation for money borrowed by any Person;

          (vi) any guarantee by any Restricted Subsidiary of the Senior Credit
     Facility or any other Indebtedness Incurred in accordance with the
     provisions of this Section 4.10 and Section 4.18;

          (vii) Indebtedness Incurred by the Issuer or any of its Restricted
     Subsidiaries in connection with the acquisition of a new Restricted
     Subsidiary (including Acquired Indebtedness) or of property, businesses or
     assets which, or Capital Stock of a Person and any Refinancing Indebtedness
     in respect thereof; provided that the principal amount (or accreted value,
     as applicable) of such Indebtedness and any Refinancing Indebtedness in
     respect thereof, together with any other outstanding Indebtedness Incurred
     pursuant to this clause (vii), does not exceed $40,000,000 in the aggregate
     at any one time outstanding;

          (viii) Indebtedness of the Issuer or any Restricted Subsidiary under
     standby letters of credit or reimbursement obligations with respect thereto
     issued in the ordinary course of business; provided that upon the drawing
     of such letters of credit or the Incurrence of such Indebtedness, such
     obligations are reimbursed within 30 days following such drawing or
     Incurrence;

          (ix) Interest Rate Protection Obligations relating to (A) Indebtedness
     of the Issuer or any Restricted Subsidiary (which Indebtedness is otherwise
     permitted to be Incurred under this Section 4.10) or (B) Indebtedness for
     which a lender has provided a commitment in an amount reasonably
     anticipated to be Incurred by the Issuer or any Restricted Subsidiary in
     the 12 months after such Interest Rate Protection Obligations have been
     Incurred; provided however, that the notional principal amount of such
     Interest Rate Protection Obligations do not exceed the principal amount of
     the Indebtedness (including Indebtedness subject to commitments) to which
     such Interest Rate Protection Obligations relate;

          (x) Currency Hedging Agreements relating to (A) Indebtedness of the
     Issuer or any Restricted Subsidiary and/or (B) obligations to purchase or
     sell assets or properties, in each case, incurred in the ordinary course of
     business of the Issuer or any Restricted Subsidiary; provided however, that
     such Currency Hedging Agreements do not


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     increase the Indebtedness or other obligations of the Issuer or any
     Restricted Subsidiary outstanding other than as a result of the
     fluctuations in foreign currency exchange rates or by reason of fees,
     indemnities and compensation payable thereunder;

          (xi) Indebtedness of the Issuer or any Restricted Subsidiary of the
     Issuer (other than as otherwise permitted pursuant to this Section 4.10)
     not to exceed $125,000,000 in the aggregate at any one time outstanding;

          (xii) Refinancing Indebtedness Incurred to extend, renew, replace or
     refund Indebtedness permitted under the second paragraph of this covenant
     or clause (ii) of this paragraph (plus the lesser of (a) the stated amount
     of any premium or other payment required to be paid in connection with such
     a refinancing pursuant to the terms of the Indebtedness being refinanced or
     (b) the amount of premium or other payment actually paid at such time to
     refinance the Indebtedness, plus, in either case, the amount of expenses of
     the Issuer or its Restricted Subsidiaries reasonably incurred in connection
     with such refinancing);

          (xiii) the incurrence of Indebtedness by the Issuer or any of its
     Restricted Subsidiaries arising from the honoring by a bank or other
     financial institution of a check, draft or similar instrument (except in
     the case of daylight overdrafts) drawn against insufficient funds in the
     ordinary course of business, provided, however, that such Indebtedness is
     extinguished within five business days of incurrence;

          (xiv) the incurrence of Indebtedness by the Issuer or any of its
     Restricted Subsidiaries incurred in respect of workers' compensation
     claims, self-insurance obligations, bankers' acceptances, performance,
     surety and similar bonds and completion guarantees provided by the Issuer
     or a Restricted Subsidiary, in each case, in the ordinary course of
     business; and

          (xv) other Indebtedness of the Issuer or any Restricted Subsidiary in
     an amount not greater than the aggregate amount of Net Cash Proceeds from
     the sale of Capital Stock of the Issuer or cash contributions made to the
     capital of the Issuer (other than in exchange for Disqualified Capital
     Stock); provided that the amount of such cash contributions ("Excluded Cash
     Contributions") are designated in an Officers' Certificate as Excluded Cash
     Contributions and shall not be included in the computation of the amount of
     Restricted Payments which the Issuer can make pursuant to Section 4.3.

          For purposes of determining compliance with this Section 4.10, in the
event that an item of Indebtedness meets the criteria of more than one of the
categories of permitted Indebtedness described in clauses (i) through (xv) above
or is entitled to be Incurred pursuant to the second paragraph of this covenant,
the Issuer may, in its sole discretion, classify (or later classify or
reclassify in whole or in part in its sole discretion) such item of Indebtedness
on the date of Incurrence in any manner that complies with this covenant and
such item of Indebtedness will be treated as having been Incurred pursuant to
only the designated clauses or pursuant to the second paragraph hereof; provided
that Indebtedness under any Senior Credit Facility outstanding on the Issue Date
will initially be deemed to have been incurred on such date in reliance on the
exception provided by clause (i) above. Notwithstanding any other provision of


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this Section 4.10, the maximum amount of Indebtedness that the Issuer may incur
pursuant to this Section 4.10 shall not be deemed to be exceeded solely as a
result of fluctuations in the exchange rate of currencies.



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          SECTION 4.11. Limitation on Restricting Subsidiary Dividends.

          The Issuer will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, assume or suffer to exist any
consensual encumbrance or restriction on the ability of any Restricted
Subsidiary to pay dividends or make other distributions on the Capital Stock of
any Restricted Subsidiary or pay or satisfy any obligation to the Issuer or any
of the Restricted Subsidiaries or otherwise transfer assets or make or pay loans
or advances to the Issuer or any of the Restricted Subsidiaries, except
encumbrances and restrictions existing under (i) any applicable law or any
governmental or administrative regulation or order; (ii) Refinancing
Indebtedness permitted under this Indenture, provided that the restrictions
contained in the instruments governing such Refinancing Indebtedness are not
materially more restrictive, taken as a whole, than those contained in the
instruments governing the Indebtedness being refinanced immediately prior to
such refinancing, as determined by the Board of Directors of the Issuer; (iii)
restrictions solely with respect to one or more Restricted Subsidiaries of the
Issuer imposed pursuant to an agreement which has been entered into for the sale
or disposition of all or substantially all of the Capital Stock or assets of
such Restricted Subsidiary, provided that such restrictions apply solely to the
Capital Stock or assets being sold of such Restricted Subsidiary; (iv)
restrictions contained in any agreement relating to a Person or real or tangible
personal property acquired after the Issue Date which are not applicable to any
Person or property other than the Person or property so acquired and which were
not put in place in connection with, or in contemplation of, such acquisition;
(v) any agreement (other than those referred to in clause (iv)) of a Person
acquired by the Issuer or a Restricted Subsidiary, which restrictions existed at
the time of acquisition and any amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements or refinancings of
those agreements, provided that the amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements or refinancings are
not materially more restrictive, taken as a whole, with respect to such dividend
and other payment restrictions than those contained in those agreements being
refinanced, as determined by the Board of Directors of the Issuer; (vi)
contractual encumbrances or restrictions in effect on the Issue Date (including,
without limitation, encumbrances and restrictions relating to the Senior Credit
Facility, the 2013 Senior Notes, the 2014 Senior Notes or the 2008 Senior
Subordinated Notes or any other Indebtedness outstanding on the Issue Date) and
encumbrances and restrictions contained in the security agreements related to
the Senior Credit Facility each case as such encumbrances or restrictions may be
amended, provided that such encumbrances or restrictions as amended are not
materially more restrictive, taken as a whole, than those contained in
contractual encumbrances or restrictions in effect on the Issue Date, as
determined by the Board of Directors of the Issuer; (vii) contractual
encumbrances or restrictions contained in other Indebtedness of CCOC, or any
Restricted Subsidiary permitted to be incurred pursuant to an agreement entered
into subsequent to the Issue Date in accordance with Section 4.10 provided that
the provisions relating to such encumbrance or restriction contained in such
Indebtedness are not materially less favorable to the Issuer, taken as a whole,
as determined by the Board of Directors of the Issuer than the provisions
contained in the Senior Credit Agreement or in the indentures governing the 2013
Senior Notes or the 2014 Senior Notes or the 2008 Senior Subordinated Notes, in
each case, as in effect on the Issue Date; (viii) this Indenture, the Fixed Rate
Indenture, the Securities and the 2013 Fixed Rate Securities; (ix) Purchase
Money Indebtedness and Capitalized Leases, each for property acquired in the
ordinary course of business to the extent such encumbrance or restriction
relates to the property underlying the Purchase Money Indebtedness; (x)
Indebtedness of Restricted Subsidiaries otherwise permitted to be Incurred
pursuant to Section 4.10 and Section 4.12; (xi) restrictions on cash or other
deposits or net worth imposed by customers under contracts entered into in the
ordinary course of business; (xi) customary provisions in joint venture
agreements and other similar agreements entered into in the ordinary course of
business to the extent such encumbrance and restriction relates to the
activities and assets of such joint venture or similar entity; provided that the
Annual Consolidated EBITDA, determined as of the date of execution of any such
joint venture or similar agreement, in all such joint ventures or similar
entities which are subject to such encumbrances or restrictions does not exceed
10% of the Issuer's Annual Consolidated EBITDA on the date of execution of such
joint venture or similar agreement; or (xii) customary provisions restricting
subletting or assignment of any lease entered into in the ordinary course of
business.



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          SECTION 4.12. Limitation on Liens.

          The Issuer will not, and will not cause or permit any Restricted
Subsidiary to, directly or indirectly, create or Incur any Lien of any kind
(other than a Permitted Lien) securing any Indebtedness of the Issuer (other
than Indebtedness with respect to which CCOC and/or Centennial PR are
co-obligors) (including any assumption, guarantee or other liability with
respect thereto by any Restricted Subsidiary) upon any property or assets of the
Issuer or any Restricted Subsidiary owned on the date of this Indenture or
acquired after the date of this Indenture, or any income or profits therefrom,
unless (i) in the case of Liens securing Pari Passu Indebtedness, the Securities
are secured equally and ratably with the Indebtedness secured by such Lien and
(ii) in the case of Liens securing Indebtedness that is expressly subordinate or
junior in right of payment to the Securities, on a senior basis to the
obligations so secured with the same relative priority as the Securities will
have to that subordinate or junior Indebtedness. Notwithstanding the foregoing,
any Lien securing the Securities granted pursuant to this Section 4.12 shall be
automatically and unconditionally released and discharged, without any further
action on behalf of the Holders, upon the release by the holders of the
Indebtedness described above of their Lien on the property or assets of the
Issuer or any Restricted Subsidiary (including any deemed release upon payment
in full of all obligations under such Indebtedness), at such time as the holders
of all such Indebtedness also release their Lien on the property or assets of
the Issuer or such Restricted Subsidiary, or upon any sale, exchange or transfer
to any Person of the property or assets secured by such Lien, or of all of the
Capital Stock held by the Issuer or any Restricted Subsidiary in, or all or
substantially all the assets of, any Restricted Subsidiary creating such Lien.



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          SECTION 4.13. Limitation on Asset Sales and Sales of Subsidiary Stock.

          The Issuer will not, and will not permit any of its Restricted
Subsidiaries to, in one or a series of related transactions, convey, sell,
transfer, assign or otherwise dispose of, directly or indirectly, any of its
property, businesses or assets, including by merger or consolidation or sale and
leaseback transaction, and including any sale or other transfer or issuance of
any Capital Stock of any Restricted Subsidiary, whether by the Issuer or a
Restricted Subsidiary other than any single transaction or a series of related
transactions that involves properties, businesses or assets having a Fair Market
Value of less than $10,000,000, as determined in good faith by the Issuer's
Board of Directors (an "Asset Sale"), unless (1) either (a) within 395 days of
such Asset Sale, an amount equal to the Net Cash Proceeds therefrom (the "Asset
Sale Offer Amount") are applied to the repurchase of the Securities and other
Indebtedness of the Issuer ranking on a parity with the Securities from time to
time outstanding (including the 2013 Fixed Rate Securities, the 2013 Senior
Notes and the 2014 Senior Notes) with similar provisions requiring the Issuer or
a Restricted Subsidiary of the Issuer to make an offer to purchase such
Indebtedness with the proceeds from asset sales pursuant to an irrevocable,
unconditional offer (the "Asset Sale Offer") to repurchase such Indebtedness at
a purchase price (the "Asset Sale Offer Price") of 100% of the principal amount
thereof in the case of the Securities or 100% of the principal amount (or
accreted value in the case of Indebtedness issued with an original issue
discount) of such Indebtedness, plus, in each case, accrued interest to the date
of payment, made within 395 days of such Asset Sale, or (b) within 395 days of
such Asset Sale, the Asset Sale Offer Amount is (i) invested (or committed,
pursuant to a binding commitment subject only to reasonable closing conditions,
to be invested, and in fact is so invested, within an additional 90 days) in
tangible assets and property (other than notes, obligations or securities),
which in the good faith reasonable judgment of the Issuer are of a type used in
a Related Business, or Capital Stock of a Person (which, if such Person becomes
a Subsidiary of the Issuer by virtue of such Asset Sale, shall initially be
designated a Restricted Subsidiary) all or substantially all of whose assets and
property (in the good faith reasonable judgment of the Issuer) are of a type
used in a Related Business (provided that, with respect to such Capital Stock,
all of the requirements of the last proviso of clause (v) of the third paragraph
of this Section 4.13 shall have been satisfied), (ii) used to permanently retire
Indebtedness of the Issuer or any Guarantor that is, in each case, Pari Passu
Indebtedness or Priority Indebtedness, or (iii) used to permanently retire
Indebtedness of CCOC or Centennial PR or any Restricted Subsidiary of CCOC or
Centennial PR (including Indebtedness with respect to which the Issuer is a
co-obligor), (2) with respect to any transaction or related series of
transactions of securities, property or assets with an aggregate Fair Market
Value in excess of $5,000,000, at least 75% of the value of consideration for
the assets disposed of in such Asset Sale (excluding (a) Indebtedness of the
Issuer or any Guarantor that is Pari Passu Indebtedness under a bank credit
facility (and any Refinancing Indebtedness issued to refinance any such
Indebtedness) or any Priority Indebtedness in each case that is assumed by a
transferee which assumption permanently reduces the amount of Indebtedness
outstanding on the Issue Date and permitted to have been Incurred pursuant to
Section 4.10 (including that in the case of a revolving credit facility or
similar arrangement that makes credit available, such commitment is permanently
reduced by such amount), (b) Purchase Money Indebtedness secured exclusively by
the assets subject to such Asset Sale, which is assumed by a transferee and (c)
marketable securities that are converted into cash or Cash Equivalents within
180 days and (d) tangible assets and property (other than notes, obligations or
securities), which in the good faith reasonable judgment of the Board of
Directors of the Issuer are of a type used in a Related Business), provided that
any cash or Cash Equivalents received within 12 months following any such Asset
Sale upon conversion of any property or assets (other than in the form of cash
or Cash Equivalents) received in consideration of such Asset Sale shall be
applied promptly in the manner required of an amount equal to the Net Cash
Proceeds of any such Asset Sale as set forth above (provided further that the
Issuer and its Restricted Subsidiaries shall not be required to receive any cash
in connection with the transfer or contribution of assets to a joint venture),
and (3) the Board of Directors of the Issuer determines in good faith that the
Issuer or such Restricted Subsidiary, as applicable, would receive Fair Market
Value in consideration of such Asset Sale.

          An Asset Sale Offer may be deferred until an amount equal to the
accumulated Net Cash Proceeds from Asset Sales not applied to the uses set forth
in (1)(b) above exceeds $20,000,000, such amount not used for purposes permitted
and within the time period by this Section 4.13 being referred to as the
"Accumulated Amount". Each Asset Sale Offer shall remain open for 20 Business
Days following its commencement and no longer, except as otherwise required by
applicable law (the "Asset Sale Offer Period"). Upon expiration of the Asset
Sale Offer Period, the Issuer shall apply the Asset Sale Offer Amount, plus an
amount equal to accrued interest to, but not including, the date of the purchase
of all Indebtedness properly tendered, (on a pro rata basis as described above
if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so
tendered) at the Asset Sale Offer Price (together with accrued interest).

          Notwithstanding the foregoing provisions of the prior two paragraphs
and subparagraphs (1), (2) and (3) above:

          (i) the Issuer and its Restricted Subsidiaries may convey, sell,
     lease, transfer, assign or otherwise dispose of assets in the ordinary
     course of business;

          (ii) the Issuer and its Restricted Subsidiaries may convey, sell,
     lease, transfer, assign or otherwise dispose of assets pursuant to and in
     accordance with Section 5.1;

          (iii) the Issuer and its Restricted Subsidiaries may sell or dispose
     of damaged, worn out or other obsolete property in the ordinary course of
     business so long as such property is no longer necessary for the proper
     conduct of the business of the Issuer or such Restricted Subsidiary, as
     applicable;

          (iv) the Issuer and its Restricted Subsidiaries may convey, sell,
     lease, transfer, assign or otherwise dispose of assets to the Issuer or any
     of its Restricted Subsidiaries; and

          (v) the Issuer and its Restricted Subsidiaries may exchange, in the
     ordinary course of business (or, if otherwise than in the ordinary course
     of business, in the case of exchanges in excess of $15,000,000 upon receipt
     of a favorable written opinion by an independent financial advisor of
     national reputation as to the fairness from a financial point of view to
     the Issuer or such Restricted Subsidiary of the proposed transaction), all
     or a portion of its property, businesses or assets for property, businesses
     or assets or Capital Stock of a Person all or substantially all of whose
     assets, which are of a type used in the business of the Issuer on the date
     of this Indenture or a Related Business (provided that such Person shall
     initially be designated a Restricted Subsidiary if such Person becomes a
     Subsidiary of the Issuer by virtue of such exchange), or a combination of
     any such property, businesses or assets, or Capital Stock of such a Person
     and cash or Cash Equivalents; provided that (i) a majority of the
     Disinterested Directors of the Board of Directors of the Issuer shall have
     approved a resolution of the Board of Directors that


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     such exchange is fair to the Issuer or such Restricted Subsidiary, as the
     case may be, and (ii) any cash or Cash Equivalents received pursuant to any
     such exchange shall be applied in the manner applicable to Net Cash
     Proceeds from an Asset Sale as set forth pursuant to the provisions of
     subparagraphs (1), (2) and (3) of this Section 4.13; and provided further
     that any Capital Stock of a Person received in an Asset Sale pursuant to
     this clause (v) shall be owned directly by the Issuer or a Restricted
     Subsidiary and, when combined with the Capital Stock of such Person already
     owned by the Issuer and its Restricted Subsidiaries, shall constitute a
     majority of the voting power and Capital Stock of such Person.

          Restricted Payments and Permitted Investments that are made in
compliance with Section 4.3 shall not be deemed to be Asset Sales.

          Any Asset Sale Offer shall be made in compliance with all applicable
laws, rules, and regulations, including, if applicable, Regulation 14E of the
Exchange Act and the rules and regulations thereunder and all other applicable
federal and state securities laws, and any provisions of this Indenture that
conflict with such laws shall be deemed to be superseded by the provisions of
such laws.

          For purposes of this Section 4.13, "Minimum Accumulation Date" means
each date on which the Accumulated Amount exceeds $20,000,000. Not later than 10
Business Days after each Minimum Accumulation Date, the Issuer will, subject to
its election pursuant to clause (1) of the first paragraph of this Section,
commence an Asset Sale Offer to the Holders and holders of other Indebtedness of
the Issuer ranking pari passu in right of payment with the Securities from time
to time outstanding with similar provisions requiring the Issuer to make an
offer to purchase or to redeem such Indebtedness with the proceeds from asset
sales to purchase, on a pro rata basis in proportion to the respective principal
amounts (or accreted values in the case of Indebtedness issued with an original
issue discount) of the Securities and such other Indebtedness then outstanding,
for cash, Securities and such other Indebtedness that will have an aggregate
principal amount (and accreted value, as applicable) on the purchase date equal
to the Accumulated Amount, at a purchase price equal to the Asset Sale Offer
Price, plus accrued but unpaid interest, if any, to, but not including, the date
of purchase (the "Asset Sale Purchase Date"), which date shall be no later than
30 Business Days after the first date on which the Asset Sale Offer is required
to be made. Notice of an Asset Sale Offer will be sent not later than 20
Business Days prior to the close of business on the earlier of (a) the third
Business Day prior to the Asset Sale Purchase Date and (b) the third Business
Day following the expiration of the Asset Sale Offer (such earlier date being
the "Final Put Date"), by first-class mail, by the Issuer to each Holder at its
registered address, with a copy to the Trustee. The notice to the Holders will
contain all information, instructions and materials required by applicable law
or otherwise material to such Holders' decision to tender Securities pursuant to
the Asset Sale Offer. The notice to Holders, which (to the extent consistent
with this Indenture) shall govern the terms of the Asset Sale Offer, shall
state:

               (A) that the Asset Sale Offer is being made pursuant to such
          notice and this Section 4.13;


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               (B) the Asset Sale Offer Amount, the Asset Sale Offer Price
          (including the amount of accrued and unpaid interest), the Final Put
          Date, and the Asset Sale Purchase Date;

               (C) that any Security or portion thereof not tendered or accepted
          for payment will continue to accrue interest;

               (D) that, unless the Issuer defaults in depositing cash with the
          Paying Agent in accordance with the penultimate paragraph of this
          Section 4.13 or such payment is otherwise prevented, any Security, or
          portion thereof, accepted for payment pursuant to the Asset Sale Offer
          shall cease to accrue interest after the Asset Sale Purchase Date;

               (E) that Holders electing to have a Security, or portion thereof,
          purchased pursuant to an Asset Sale Offer will be required to
          surrender the Security, with the form entitled "Option of Holder to
          Elect Purchase" on the reverse of the Security completed, to the
          Paying Agent (which may not for purposes of this Section 4.13,
          notwithstanding anything this Indenture to the contrary, be the Issuer
          or any Affiliate of the Issuer) at the address specified in the notice
          prior to the close of business on the Final Put Date;

               (F) that Holders will be entitled to withdraw their elections, in
          whole or in part, if the Paying Agent (which may not for purposes of
          this Section 4.13, notwithstanding any other provision of this
          Indenture, be the Issuer or any Affiliate of the Issuer) receives, up
          to the close of business on the Final Put Date, a telegram, telex,
          facsimile transmission or letter setting forth the name of the Holder,
          the principal amount of the Securities the Holder is withdrawing and a
          statement that such Holder is withdrawing his election to have such
          principal amount of Securities purchased;

               (G) that if Indebtedness in a principal amount in excess of the
          principal amount of Securities to be acquired pursuant to the Asset
          Sale Offer is tendered and not withdrawn, the Issuer shall purchase
          Indebtedness on a pro rata basis in proportion to the respective
          principal amounts (or accreted values in the case of Indebtedness
          issued with an original issue discount) thereof (with such adjustments
          as may be deemed appropriate by the Issuer so that only Securities in
          denominations of $1,000 or integral multiples of $1,000 shall be
          acquired);

               (H) that Holders whose Securities were purchased only in part
          will be issued new Securities equal in principal amount to the
          unpurchased portion of the Securities surrendered; and

               (I) a brief description of the circumstances and relevant facts
          regarding such Asset Sales.

          On or before an Asset Sale Purchase Date, the Issuer shall (i) accept
for payment Securities or portions thereof properly tendered and not properly
withdrawn pursuant to the Asset Sale Offer on or before the Final Put Date (on a
pro rata basis if required pursuant to


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paragraph (7) hereof), (ii) deposit with the Paying Agent cash sufficient to pay
the Asset Sale Offer Price for all Securities or portions thereof so tendered
and accepted and (iii) deliver to the Trustee Securities so accepted together
with an Officers' Certificate stating the Securities or portions thereof being
purchased by the Issuer. The Paying Agent shall on each Asset Sale Purchase Date
mail or deliver to Holders of Securities so accepted payment in an amount equal
to the Asset Sale Offer Price for such Securities, and the Trustee shall
promptly authenticate and mail or deliver to such Holders a new Security equal
in principal amount to any unpurchased portion of the Security surrendered. Any
Security not so accepted shall be promptly mailed or delivered by the Issuer to
the Holder thereof. The Trustee shall not be deemed to have notice of any Asset
Sale Purchase Date unless a Trust Officer receives notice thereof from the
Issuer or any Holder.


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          If the amount required to acquire all Indebtedness properly tendered
by Holders pursuant to the Asset Sale Offer (the "Acceptance Amount") made
pursuant to this Section 4.13 is less than the Asset Sale Offer Amount, the
excess of the Asset Sale Offer Amount over the Acceptance Amount may be used by
the Issuer for general corporate purposes without restriction, unless otherwise
restricted by the other provisions of this Indenture. Upon consummation of any
Asset Sale Offer made in accordance with the terms of this Indenture, the
Accumulated Amount will be reduced to zero irrespective of the amount of
Indebtedness tendered pursuant to the Asset Sale Offer.


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          SECTION 4.14. Waiver of Stay, Extension or Usury Laws.

          The Issuer covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, 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 which would prohibit or forgive the Issuer from paying all or any
portion of the principal of, premium of, or interest on the Securities as
contemplated herein, wherever enacted, now or at any time hereafter in force, or
which may affect the covenants or the performance of this Indenture; and (to the
extent that it may lawfully do so) the Issuer hereby expressly waives all
benefit or advantage of any such law, and covenants that it 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 4.15. [INTENTIONALLY OMITTED].

          SECTION 4.16. Limitation on Unrestricted Subsidiaries.

          The Issuer may designate any Subsidiary as an "Unrestricted
Subsidiary" under this Indenture (a "Designation") only if:

          (a) no Default shall have occurred and be continuing at the time of or
     after giving effect to such Designation;

          (b) the Issuer would be permitted to make an Investment at the time of
     Designation (assuming the effectiveness of such Designation) pursuant to
     Section 4.3 above in an amount (the "Designation Amount") equal to the
     greater of (1) the net book value of the Issuer's interest in such
     Subsidiary calculated in accordance with GAAP and (2) the Fair Market Value
     of the Issuer's interest in such Subsidiary as determined in good faith by
     the Issuer's Board of Directors;

          (c) such Unrestricted Subsidiary does not own any Capital Stock in any
     Restricted Subsidiary which is not simultaneously being designated an
     Unrestricted Subsidiary;

          (d) such Unrestricted Subsidiary is not liable, directly or
     indirectly, with respect to any Indebtedness other than Indebtedness of an
     Unrestricted Subsidiary, provided that an Unrestricted Subsidiary may
     provide a Guarantee for the Securities; and

          (e) such Unrestricted Subsidiary is not a party to any agreement,
     contract, arrangement or understanding at such time with the Issuer or any
     Restricted Subsidiary unless the terms of any such agreement, contract,
     arrangement or understanding are no less favorable to the Issuer or such
     Restricted Subsidiary than those that might be obtained at the time from
     Persons who are not Affiliates of the Issuer or, in the event such
     condition is not satisfied, the value of such agreement, contract,
     arrangement or understanding to such Unrestricted Subsidiary shall be
     deemed a Restricted Payment.

          In the event of any such Designation, the Issuer shall be deemed to
have made an Investment constituting a Restricted Payment pursuant to Section
4.3 for all purposes of this Indenture in the Designation Amount.

          The Issuer shall not and shall not cause or permit any Restricted
Subsidiary to at any time (x) provide credit support for (provided that
operational contracts in the ordinary course of business shall not be deemed
credit support), or subject any of its property or assets (other than the
Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any
Indebtedness of any Unrestricted Subsidiary (including any undertaking,
agreement or instrument constituting such Indebtedness) (other than Permitted
Investments in Unrestricted Subsidiaries or Investments that are permissible
under Section 4.3) or (y) be directly or indirectly liable for any Indebtedness
of any Unrestricted Subsidiary. For purposes of the foregoing, the Designation
of a Subsidiary of the Issuer as an Unrestricted Subsidiary shall be deemed to
be the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted
Subsidiaries.

          The Issuer may revoke any Designation of a Subsidiary as an
Unrestricted Subsidiary (a "Revocation") if:

          (a) no Default shall have occurred and be continuing at the time of
     and after giving effect to such Revocation;

          (b) all Liens and Indebtedness of such Unrestricted Subsidiary
     outstanding immediately following such Revocation would, if Incurred at
     such time, have been permitted to be Incurred for all purposes of this
     Indenture; and

          (c) unless such redesignated Subsidiary shall not have any
     Indebtedness outstanding (other than Indebtedness that would be Permitted
     Indebtedness), immediately after giving effect to such proposed Revocation,
     and after giving pro forma effect to the Incurrence of any such
     Indebtedness of such redesignated Subsidiary as if such

     Indebtedness was Incurred on the date of the Revocation, the Issuer could
     Incur $1.00 of additional Indebtedness (other than Permitted Indebtedness)
     pursuant to Section 4.10.

          All Designations and Revocations must be evidenced by a resolution of
the Board of Directors of the Issuer delivered to the Trustee certifying
compliance with the foregoing provisions.


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          SECTION 4.17. Limitation on Lines of Business.

          Neither the Issuer nor any of its Restricted Subsidiaries shall
directly or indirectly engage in any line or lines of business activity other
than that which, in the reasonable, good faith judgment of the Board of
Directors of the Issuer, is a Related Business.


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          SECTION 4.18. Limitation on Issuance of Guarantees; Release of
Guarantee.

          (a) The Issuer will not cause or permit any Restricted Subsidiary
(other than a Guarantor), directly or indirectly, to guarantee, assume or in any
other manner become liable with respect to any Indebtedness (other than a
guarantee) of the Issuer or any Guarantor (other than under the Senior Credit
Facility or any Indebtedness of the Issuer with respect to which CCOC or a
Restricted Subsidiary of CCOC is a co-issuer) unless such Restricted Subsidiary
simultaneously executes and delivers a supplemental indenture to this Indenture
providing for a Guarantee of the Securities on the same terms as the guarantee
of such Indebtedness except that such guarantee need not be secured unless
required pursuant to Section 4.12 and if such Indebtedness is by its terms
expressly subordinated to the Securities, any such assumption, guarantee or
other liability of such Restricted Subsidiary with respect to such Indebtedness
shall be subordinated to such Restricted Subsidiary's Guarantee of the
Securities at least to the same extent as such Indebtedness is subordinated to
the Securities; provided that, unless the 2013 Senior Notes, the 2014 Notes or
the 2008 Senior Subordinated Notes are guaranteed by a particular Restricted
Subsidiary (other than a Guarantor), the foregoing shall not be applicable to
any guarantee of (A) Indebtedness of a Foreign Restricted Subsidiary by a
Foreign Restricted Subsidiary and (B) Indebtedness of such Restricted Subsidiary
that existed at the time it became a Restricted Subsidiary and was not Incurred
in connection with, or in contemplation of, such Person becoming a Restricted
Subsidiary and any guarantees of Indebtedness that could have been incurred by
such Restricted Subsidiary directly pursuant to Section 4.10.

          (b) Notwithstanding the foregoing, any Guarantee by a Restricted
Subsidiary of the Securities shall provide by its terms that it (and all Liens
securing the same) shall be automatically and unconditionally released, without
any action on the part of the Holders of the Securities, and discharged upon (i)
any direct or indirect sale, exchange or transfer, to any Person of all or
substantially all the assets of such Restricted Subsidiary, or upon a direct or
indirect sale or transfer of capital stock of such Guarantor, as a result of
which such Guarantor ceases to be a Subsidiary of the Issuer, or upon the
designation of such Guarantor as an Unrestricted Subsidiary in accordance with
the provisions of this Indenture which transaction is otherwise in compliance
with the terms of this Indenture or (ii) the release by the holders of the
Indebtedness of the Issuer or any Guarantor described in clause (a) above of
their guarantee by such Restricted Subsidiary (including any deemed release upon
payment in full of all obligations under such Indebtedness), which resulted in
the Securities being guaranteed by such Restricted Subsidiary, at such time as
(A) no other Indebtedness of the Issuer or any Guarantor, as applicable, has
been secured or guaranteed by such Restricted Subsidiary or (B) the holders of
all such other Indebtedness which is guaranteed by such Restricted Subsidiary
also release their guarantee by such Restricted Subsidiary (including any deemed
release upon payment in full of all obligations under such Indebtedness);
provided that this clause (b) of this Section 4.18 will continue to be
applicable from and after any Investment Grade Date.

          SECTION 4.19. Waiver of Compliance with Certain Covenants.

          The Issuer may omit in any particular instance to comply with any
covenant or condition set forth in Sections 4.3 and 4.8 through 4.18 if, before
or after the time for such compliance, the Holders of not less than a majority
in aggregate principal amount of the Securities at the time outstanding shall,
by act of such Holders, waive such compliance in such instance with such
covenant or provision, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Issuer and the duties of
the Trustee in respect of any such covenant or condition shall remain in full
force and effect.


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          SECTION 4.20. Termination of Certain Covenants

          Notwithstanding anything in this Indenture to the contrary, from and
after the first date after the Issue Date on which the Securities have an
Investment Grade Rating and no Default or Event of Default has occurred and is
continuing (the "Investment Grade Date"), the Issuer and the Restricted
Subsidiaries will no longer be subject to the provisions of Sections 4.3, 4.9,
4.10, 4.11, 4.12, 4.13, 4.16, 4.17 and 4.18 (with regards to Section 4.18,
except as set forth therein) and clause (iii) of Section 5.1.

          SECTION 4.21. Investment Grade Covenant

          From and after any Investment Grade Date, the following covenant will
apply to the Issuer and its Subsidiaries and become effective upon such
Investment Grade Date:

     Secured Indebtedness

          If the Issuer or any Subsidiary incurs any Indebtedness secured by a
Lien (other than a Permitted Lien) on any Principal Property or on any share of
stock or Indebtedness of a Subsidiary, the Issuer or such Subsidiary, as the
case may be, will secure the Securities equally and ratably with (or, at its
option, prior to) the Indebtedness so secured until such time as such
Indebtedness is no longer secured by a Lien, unless the aggregate amount of all
Indebtedness secured by a Lien and the Attributable Amount of all Sale/Leaseback
Transactions involving Principal Property would not exceed 15% of Consolidated
Net Tangible Assets.

                                   ARTICLE V
                              SUCCESSOR CORPORATION

          SECTION 5.1. Limitation on Merger, Sale or Consolidation.

          The Issuer will not consolidate with or merge with or into another
Person, or sell, lease, convey, transfer or otherwise dispose of all or
substantially all of its properties and assets (computed on a consolidated
basis), whether in a single transaction or a series of related transactions, to
another Person or group of affiliated Persons, and the Issuer will not permit
any Restricted Subsidiary to enter into any such transaction or series of
transactions which would result in a sale, lease, conveyance, transfer or other
disposition of all or substantially all of the properties and assets of the
Issuer on a consolidated basis, unless (i) either (a) the Issuer is the
continuing entity or (b) the resulting, surviving or transferee entity is an
entity organized under the laws of the United States, any state thereof or the
District of Columbia or the Commonwealth of Puerto Rico and expressly assumes by
supplemental indenture all of the obligations of the Issuer in connection with
the Securities, this Indenture and the Registration Rights Agreement, as the
case may be, and the Securities, this Indenture and the Registration Rights
Agreement will remain in full force and effect as so supplemented (and any
Guarantee shall be confirmed as applied to the surviving entity's obligations);
(ii) no Default or Event of Default shall exist or shall occur immediately after
giving effect on a pro forma basis (and treating any Indebtedness not previously
an obligation of the Issuer or any of its Restricted Subsidiaries which becomes
the obligation of the Issuer or any of its Restricted Subsidiaries as a result
of such transaction as having been incurred at the time of such transaction) to
such transaction; (iii) immediately before and immediately after giving effect
to such transaction on a pro forma basis (on the assumption that the transaction
occurred on the first day of the four-quarter period for which financial
statements are internally available ending immediately prior to the consummation
of such transaction with the appropriate adjustments with respect to the
transaction being included in such pro forma calculation), either the Issuer or
the resulting surviving or transferee entity would immediately thereafter be
permitted to incur at least $1.00 of additional Indebtedness pursuant to the
Annual Debt to EBITDA Ratio provision set forth in the second paragraph of
Section 4.10, or such Annual Debt to EBITDA Ratio would be lower than such ratio
immediately prior to such transaction; provided that this clause (iii) will no
longer be applicable from and after any Investment Grade Date; (iv) at the time
of the transaction described above, each Guarantor, if any, unless it is the
other party to the transaction described above, will have by supplemental
indenture confirmed that its Guarantee shall apply to such Person's obligations
under this Indenture and the Securities; and (v) at the time of the transaction
described above, the Issuer or the resulting surviving or transferee entity will
have delivered, or caused to be delivered, to the Trustee, in form and substance
reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion
of Counsel, each to the effect that such consolidation, merger, transfer, sale,
assignment, conveyance, transfer, lease or other transaction and the
supplemental indenture in respect thereof comply with this Indenture and that
all conditions precedent therein provided for relating to such transaction have
been complied with.

          Notwithstanding the foregoing, (1) any Restricted Subsidiary may merge
with and into any other Restricted Subsidiary or the Issuer and (2) the Issuer
may merge with an Affiliate incorporated solely for the purpose of
reincorporating the Issuer in another jurisdiction.



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          SECTION 5.2. Successor Corporation Substituted.

          Upon any consolidation or merger or any transfer (other than a lease)
of all or substantially all of the assets of the Issuer in accordance with the
foregoing, the successor entity formed by such consolidation or into which the
Issuer is merged or to which such transfer is made, shall succeed to, and be
substituted for, and may exercise every right and power of, the Issuer under
this Indenture with the same effect as if such successor entity had been named
herein as the Issuer and the Issuer shall be released from the obligations under
the Securities, this Indenture and the Registration Rights Agreement.

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<PAGE>

                                   ARTICLE VI
                         EVENTS OF DEFAULT AND REMEDIES

          SECTION 6.1. Events of Default.

          "Event of Default," wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be caused voluntarily or involuntarily or effected, without limitation, by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

               (1) the failure by the Issuer to pay any installment of interest
          or Additional Interest, if any, on the Securities as and when the same
          becomes due and payable and the continuance of such failure for 30
          days;

               (2) the failure by the Issuer to pay all or any part of the
          principal, or premium, if any, on the Securities when and as the same
          becomes due and payable at maturity, redemption, by acceleration or
          otherwise, including, without limitation, payment of the Change of
          Control Purchase Price in accordance with Article X or the Asset Sale
          Offer Price in accordance with Section 4.13;

               (3) the failure by the Issuer to observe or perform any other
          covenant or agreement contained in the Securities or this Indenture
          (other than a default in the performance of any covenant or agreement
          which is specifically dealt with elsewhere in this Section 6.1), and
          the continuance of such failure for a period of 30 days after written
          notice is given to the Issuer by the Trustee or to the Issuer and the
          Trustee by Holders of at least 25% in aggregate principal amount of
          the Securities outstanding, specifying such default or breach,
          requiring it to be remedied and stating that such notice is a "Notice
          of Default" hereunder;

               (4) there shall have been the entry by a court of competent
          jurisdiction of (a) a decree or order for relief in respect of the
          Issuer or any Significant Restricted Subsidiary in an involuntary case
          or proceeding under any applicable Bankruptcy Law or (b) a decree or
          order adjudging he Issuer or any Significant Restricted Subsidiary
          bankrupt or insolvent, or seeking reorganization, arrangement,
          adjustment or composition of or in respect of the Issuer or any
          Significant Restricted Subsidiary under any applicable federal or
          state law, or appointing a Custodian, receiver, liquidator, assignee,
          trustee, sequestrator (or other similar official) of the Issuer or any
          Significant Restricted Subsidiary or of any substantial part of their
          respective properties, or ordering the winding up or liquidation of
          their affairs, and any such decree or order for relief shall continue
          to be in effect, or any such other decree or order shall be unstayed
          and in effect, for a period of 60 consecutive days;

               (5) (a) the Issuer or any Significant Restricted Subsidiary
          commences a voluntary case or proceeding under any applicable
          Bankruptcy Law or any other case or proceeding to be adjudicated
          bankrupt or insolvent, (b) the Issuer or any Significant Restricted
          Subsidiary consents to the entry of a decree or order for relief in
          respect of the Issuer or such Significant Restricted Subsidiary in an
          involuntary case or proceeding under any applicable Bankruptcy Law or
          to the commencement of any bankruptcy or insolvency case or proceeding
          against it, (c) the Issuer or any Significant Restricted Subsidiary
          files a petition or answer or consent seeking reorganization or relief
          under any applicable federal or state law, (d) the Issuer or any
          Significant Restricted Subsidiary (I) consents to the filing of such
          petition or the appointment of, or taking possession by, a Custodian,
          receiver, liquidator, assignee, trustee, sequestrator or similar
          official of the Issuer or such Significant Restricted Subsidiary or of
          any substantial part of their respective properties, (II) makes an
          assignment for the benefit of creditors or (III) admits in writing its
          inability to pay its debts generally as they become due or (e) the
          Issuer or any Significant Restricted Subsidiary takes any corporate
          action in furtherance of any such actions in this clause (5) of this
          Section 6.1;

               (6) the Guarantee of any Guarantor that constitutes a Significant
          Restricted Subsidiary or group of Guarantors that constitutes a
          Significant Restricted Subsidiary shall for any reason cease to be, or
          shall for any reason be asserted in writing by such Guarantor or the
          Issuer or any of its Subsidiaries not to be, in full force and effect
          and enforceable in accordance with its terms, except to the extent
          contemplated by this Indenture;

               (7) one or more defaults in any Indebtedness for money borrowed
          by the Issuer or any Restricted Subsidiaries (or the payment of which
          is guaranteed by the Issuer or any Restricted Subsidiaries), whether
          such Indebtedness or guarantee now exists or is created after the
          Issue Date, which default results from the failure to pay Indebtedness
          at its final maturity date or results in the acceleration of such
          Indebtedness prior to its express maturity and, in each case, the
          principal amount of any such Indebtedness, together with the principal
          amount of any other such Indebtedness which was not paid at its final
          maturity date or the maturity of which has been so accelerated,
          aggregates in excess of $25,000,000 or more; and

               (8) final unsatisfied judgments, orders or decrees (not subject
          to appeal) of any court or regulatory or administrative agency
          aggregating in excess of $25,000,000 (exclusive of any portion of any
          such payment covered by insurance, if and to the extent the insurer
          has acknowledged in writing its liability therefor), at any one time
          are rendered against the Issuer or any of their Restricted
          Subsidiaries and not stayed, bonded or discharged within 60 days.


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<PAGE>


          SECTION 6.2. Acceleration of Maturity Date; Rescission and Annulment.

          If an Event of Default occurs and is continuing (other than an Event
of Default specified in Sections 6.1(4) and (5), then in every such case, unless
the principal of all of the Securities shall have already become due and
payable, either the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Securities then outstanding, by notice in writing to the
Issuer (and to the Trustee if given by the Holders) (an "Acceleration Notice"),
may declare all principal of the Securities (or the Change of Control Purchase
Price if the Event of Default includes failure to pay the Change of Control
Purchase Price), determined as set forth below, including in each case accrued
interest thereon to be due and payable immediately; provided that so long as the
Senior Credit Facility shall be in full force and effect, if an Event of Default
shall have occurred and be continuing (other than as specified in Sections
6.1(4) and (5) with respect to the Issuer, any Guarantor or any Significant
Restricted Subsidiary), any such acceleration shall not be effective until the
earlier to occur of (x) five Business Days following delivery of a written
notice of such acceleration of the Securities to the agent under the Senior
Credit Facility and (y) the acceleration of any Indebtedness under the Senior
Credit Facility. If an Event of Default specified in Sections 6.1(4) and (5)
above relating to the Issuer, any Guarantor or any Restricted Subsidiary occurs,
all principal and accrued interest thereon will be immediately due and payable
on all outstanding Securities without any declaration or other act on the part
of Trustee or the Holders.


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<PAGE>

          At any time after such a declaration of acceleration being made and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter provided in this Article VI, the Holders of a
majority in aggregate principal amount of then outstanding Securities, by
written notice to the Issuer and the Trustee, may rescind, on behalf of all
Holders, any such declaration of acceleration if:

               (A) the Issuer has paid or deposited with the Trustee cash
          sufficient to pay (A) all overdue interest on all Securities, (B) the
          principal of (and premium, if any, applicable to any Securities which
          would become due otherwise than by such declaration of acceleration,
          and interest thereon at the rate borne by the Securities, (C) to the
          extent that payment of such interest is lawful, interest upon overdue
          interest at the rate borne by the Securities, (D) all sums paid or
          advanced by the Trustee hereunder and the reasonable compensation,
          expenses, disbursements and advances of the Trustee, its agents and
          counsel, and

               (B) all Events of Default, other than the non-payment of the
          principal of, premium, if any, and interest on Securities which have
          become due solely by such acceleration, have been cured or waived as
          provided in Section 6.12, including, if applicable, any Event of
          Default relating to the covenants contained in Section 10.1.

Notwithstanding the previous sentence of this Section 6.2, no waiver shall be
effective against any Holder for any Event of Default or event which with notice
or lapse of time or both would be an Event of Default with respect to any
covenant or provision which cannot be modified or amended without the consent of
the Holder of each outstanding Security affected thereby, unless all such
affected Holders agree, in writing, to waive such Event of Default or other
event. No such waiver shall cure or waive any subsequent default or impair any
right consequent thereon.

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<PAGE>

          SECTION 6.3. Collection of Indebtedness and Suits for Enforcement by
Trustee.

          The Issuer covenants that if an Event of Default in payment of
principal, premium, or interest specified in clause (1) or (2) of Section 6.1
occurs and is continuing, the Issuer shall, upon demand of the Trustee, pay to
it, for the benefit of the Holders of such Securities, the whole amount then due
and payable on such Securities for principal, premium (if any), interest and
Additional Interest, if any, and, to the extent that payment of such interest
shall be legally enforceable, interest on any overdue principal (and premium, if
any) and on any overdue interest and Additional Interest, if any, at the rate
borne by the Securities, and, in addition thereto, such further amount as shall
be sufficient to cover the reasonable costs and expenses of collection,
including compensation to, and expenses, disbursements and advances of the
Trustee, its agents and counsel.

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

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

          SECTION 6.4. Trustee May File Proofs of Claim.

          In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Issuer or any other obligor upon the
Securities or the property of the Issuer or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Issuer for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise, to take any and
all actions under the TIA, including (1) to file and prove a claim for the whole
amount of principal (and premium, if any), interest and Additional Interest, if
any, owing and unpaid in respect of the Securities and to file such 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 agent and counsel) and of the
Holders allowed in such judicial proceeding, and (2) to collect and receive
any moneys or other property payable or deliverable on 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 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 7.7.

          Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment, or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.


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<PAGE>

          SECTION 6.5. Trustee May Enforce Claims Without Possession of
Securities.

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

          SECTION 6.6. Priorities.

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

          FIRST:    To the Trustee in payment of all amounts due pursuant to
                    Section 7.7;

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

          THIRD:    To the Issuer.


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<PAGE>

          SECTION 6.7. Limitation on Suits.

          No Holder of any Security shall have any right to order or direct the
Trustee to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless (A) such Holder has previously given written notice to
the Trustee of a continuing Event of Default; (B) the Holders of not less than
25% in aggregate principal amount of then outstanding Securities shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default in its own name as Trustee hereunder; (C) such Holder or Holders have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities to be incurred or reasonably probable to be incurred in
compliance with such request; (D) the Trustee for 15 days after its receipt of
such notice, request and offer of indemnity has failed to institute any such
proceeding; and (E) no direction inconsistent with such written request has been
given to the Trustee during such 15-day period by the Holders of a majority in
principal amount of the outstanding Securities; it being understood and intended
that no one or more Holders shall have any right in any manner whatever by
virtue of, or by availing of, any provision of this Indenture to affect, disturb
or prejudice the rights of any other Holders, or to obtain or to seek to obtain
priority or preference over any other Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all the Holders.

          SECTION 6.8. Unconditional Right of Holders to Receive Principal,
Premium, Interest and Additional Interest.

          Notwithstanding any other provision of this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of, and premium (if any) and accrued interest
and Additional Interest (if any) on, such Security on the Maturity Date of such
payments as expressed in such Security (in the case of redemption, the
Redemption Price on the applicable Redemption Date, in the case of the Change of
Control Purchase Price, on the applicable Change of Control Purchase Date, and
in the case of an Asset Sale Offer, the Asset Sale Offer Price on the Asset Sale
Purchase Date), and to institute suit for the enforcement of any such payment
after such respective dates, and such rights shall not be impaired without the
consent of such Holder.

          SECTION 6.9. Rights and Remedies Cumulative.

          Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities in Section 2.7, 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.


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<PAGE>

          SECTION 6.10. Delay or Omission Not Waiver.

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

          SECTION 6.11. Control by Holders.

          The Holder or Holders of a majority in aggregate principal amount of
then outstanding Securities will have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred upon the Trustee, provided that (1) such
direction shall not be in conflict with any rule of law or with this Indenture,
(2) the Trustee shall not determine that the action so directed would be
unjustly prejudicial to the Holders not taking part in such direction, (3) the
Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction, (4) the Trustee may require indemnification to
its satisfaction before taking any action in accordance with such direction and
(5) the Trustee shall not be liable with respect to any action so taken in good
faith.

          SECTION 6.12. Waiver of Past Default.

          Subject to Section 6.8, the Holder or Holders of not less than a
majority in aggregate principal amount of the outstanding Securities may, on
behalf of all Holders, prior to the declaration of the acceleration of the
maturity of the Securities, waive any past default hereunder and its
consequences, except a default (A) in the payment of the principal of, premium,
if any, or interest on, any Security as specified in clauses (1) and (2) of
Section 6.1, or (B) in respect of a covenant or provision hereof which, under
Article VIII, cannot be modified or amended without the consent of the Holder of
each outstanding Security affected.

          Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or impair the exercise of any right arising therefrom.

          SECTION 6.13. Undertaking for Costs.

          All parties to this Indenture agree, and each Holder of any Security
by his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted to be taken by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section 6.13 shall not apply to any suit instituted
by the Issuer, to any suit instituted by the Trustee, to any suit instituted by
any Holder, or group of Holders, holding in the aggregate more than 10% in
aggregate principal amount of the outstanding Securities, or to any suit
instituted by any Holder for enforcement of the payment of principal of, or
premium (if any) or interest on, any Security on or after the Maturity Date
expressed in such Security (including, in the case of redemption, on or after
the Redemption Date).

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          SECTION 6.14. 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 case, subject to any
determination in such proceeding, the Issuer, the Trustee and the Holders shall
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

                                   ARTICLE VII
                                     TRUSTEE

          The Trustee hereby accepts the trust imposed upon it by this Indenture
and covenants and agrees to perform the same, as herein expressed.

          SECTION 7.1. Duties of Trustee.

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

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

               (A) The Trustee need perform only those duties as are
          specifically set forth in this Indenture and no others, and no
          covenants or obligations shall be implied in or read into this
          Indenture.

               (B) In the absence of bad faith on its part, the Trustee may
          conclusively rely, as to the truth of the statements and the
          correctness of the opinions expressed therein, upon certificates or
          opinions furnished to the Trustee and conforming to the requirements
          of this Indenture. However, the Trustee shall examine the certificates
          and opinions to determine whether or not they conform to the
          requirements of this Indenture.

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

               (A) This paragraph does not limit the effect of paragraph (b) of
          this Section 7.1.

               (B) The Trustee shall not be liable for any error of judgment
          made in good faith by a Trust Officer, unless it is proved that the
          Trustee was negligent in ascertaining the pertinent facts.

               (C) The Trustee shall not be liable with respect to any action it
          takes or omits to take in good faith in accordance with a direction
          received by it pursuant to Section 6.11.

          (d) 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.

          (e) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b), (c), (d) and (f) of this Section 7.1
and shall extend to the Registrar and Paying Agent.

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

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          SECTION 7.2. Rights of Trustee.

          Subject to Section 7.1:

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

          (b) Before the Trustee acts or refrains from acting, it may consult
with counsel and may require an Officers' Certificate or an Opinion of Counsel,
which shall conform to Sections 11.4 and 11.5. The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance on such
certificate or advice of counsel. The Trustee may consult with counsel of its
selection, and the advice or opinion of such counsel as to matters of law shall
be full and complete authorization and protection from liability in respect of
any action taken, omitted or suffered by it hereunder in good faith and in
accordance with the advice or opinion of such counsel.

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

          (d) The Trustee will not be liable for any action it takes or omits to
take in good faith which it believes to be authorized or within its rights or
powers conferred upon it by this Indenture. The Trustee shall not be required to
give any bond or surety in respect of the performance of its powers and duties
hereunder.

          (e) The Trustee will not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, notice, request, direction, consent, order, bond, debenture, 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 Issuer
personally or by agent or attorney.

          (f) The Trustee will be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
direction of any of the Holders, pursuant to the provisions of this Indenture,
unless such Holders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which may be incurred
therein or thereby.

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

          (h) The Trustee shall have no duty to inquire as to the performance of
the covenants in Article IV hereof. In addition, the Trustee shall not be deemed
to have knowledge of any Default or Event of Default hereunder except (i) any
Event of Default occurring pursuant to Section 6.1(1) or 6.1(2), or (ii) any
Default or Event of Default of which the Trustee shall have received
notification or obtained knowledge. In the absence of such actual knowledge or
notice, the Trustee may conclusively assume that no default has occurred and is
continuing under this Indenture. Delivery of reports, information and documents
to the Trustee under Section 4.8 is for informational purposes only and the
Trustee's receipt of the foregoing shall not constitute constructive notice of
any information contained therein, including the Issuer's compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely exclusively
on an Officers' Certificate).

          (i) The permissive rights of the Trustee to do things enumerated in
this Indenture shall not be construed as a duty unless so specified herein.


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          SECTION 7.3. Individual Rights of Trustee.

          The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Issuer or any of
the Issuer's Subsidiaries, or their respective Affiliates with the same rights
it would have if it were not Trustee. Any Agent may do the same with like
rights. However, the Trustee must comply with Sections 7.10 and 7.11.

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          SECTION 7.4. Trustee's Disclaimer.

          The Trustee makes no representation as to the validity, adequacy or
priority of this Indenture or the Securities and it shall not be accountable for
the Issuer's use of the proceeds from the Securities, and it shall not be
responsible for any statement in the Securities, other than the Trustee's
certificate of authentication, or the use or application of any funds received
by a Paying Agent other than the Trustee.

          SECTION 7.5. Notice of Default.

          If a Default or an Event of Default occurs and is continuing and if it
is actually known to the Trustee, the Trustee shall mail to each Securityholder
notice of the uncured Default or Event of Default within the later of 90 days
after such Default or Event of Default occurs or 30 days after it actually is
known by the Trustee. Except in the case of a Default or an Event of Default in
payment of principal (or premium, if any) of, or interest on, any Security
(including the payment of the Change of Control Purchase Price on the Change of
Control Purchase Date, the payment of the Redemption Price on the Redemption
Date and the payment of the Asset Sale Offer Price on the Asset Sale Purchase
Date), the Trustee may withhold the notice if and so long as a Trust Officer in
good faith determines that withholding the notice is in the interest of the
Securityholders.

          SECTION 7.6. Reports by Trustee to Holders.

          Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, the Trustee shall, if required by law, mail to each
Securityholder a brief report dated as of such May 15 that complies with TIA
Section 313(a). The Trustee also shall comply with TIA Sections 313(b) and
313(c).

          The Issuer shall promptly notify the Trustee in writing if the
Securities become listed on any stock exchange or automatic quotation system.

          A copy of each report at the time of its mailing to Securityholders
shall be mailed to the Issuer and filed with the Commission and each stock
exchange, if any, on which the Securities are listed.

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          SECTION 7.7. Compensation and Indemnity.

          The Issuer agrees to pay to the Trustee from time to time reasonable
compensation for its services. The Trustee's compensation shall not be limited
by any law on compensation of a trustee of an express trust. The Issuer shall
reimburse the Trustee upon request for all reasonable disbursements, expenses
and advances incurred or made by it. Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee's agents, accountants,
experts and counsel.

          The Issuer agrees to indemnify the Trustee (in its capacity as
Trustee) and each of its officers, directors, attorneys-in-fact and agents for,
and hold it harmless against, any claim, demand, expense (including but not
limited to reasonable compensation, disbursements and expenses of the Trustee's
agents and counsel), loss or liability incurred by it without negligence or
willful misconduct on its part, arising out of or in connection with the
administration of this trust and its rights or duties hereunder including the
reasonable costs and expenses of defending itself against any claim or liability
in connection with the exercise or performance of any of its powers or duties
hereunder. The Trustee shall notify the Issuer promptly of any claim asserted
against the Trustee for which it may seek indemnity. The Issuer need not
reimburse any expense or indemnify against any loss or liability to the extent
incurred by the Trustee through its negligence or willful misconduct.

          To secure the Issuer's payment obligations in this Section 7.7, the
Trustee shall have a lien prior to the Securities on all assets held or
collected by the Trustee, in its capacity as Trustee, except assets held in
trust to pay principal and premium, if any, of or interest on particular
Securities.

          When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1(4) or (5) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

          The Issuer's obligations under this Section 7.7 and any lien arising
hereunder shall survive the resignation or removal of the Trustee and any
rejection or termination of this Indenture under any Bankruptcy Law.

          SECTION 7.8. Replacement of Trustee.

          The Trustee may resign by so notifying the Issuer in writing. The
Holder or Holders of a majority in principal amount of the outstanding
Securities may remove the Trustee by so notifying the Issuer and the Trustee in
writing and may appoint a successor trustee with the Issuer's consent. The
Issuer may remove the Trustee if:

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

          (b) the Trustee is adjudged bankrupt or insolvent;

          (c) a receiver, Custodian, or other public officer takes charge of the
     Trustee or its property; or

          (d) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of
Trustee for any reason, the Issuer shall promptly appoint a successor Trustee.
Within one year after the successor Trustee takes office, the Holder or Holders
of a majority in principal amount of the Securities may appoint a successor
Trustee to replace the successor Trustee appointed by the Issuer. A successor
Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Issuer. Immediately after that and provided that all sums
owing to the trustee provided for in Section 7.7 have been paid, the retiring
Trustee shall transfer all property held by it as trustee to the successor
Trustee, subject to the lien provided in Section 7.7, the resignation or removal
of the retiring Trustee shall become effective, and the successor Trustee shall
have all the rights, powers and duties of the Trustee under this Indenture. A
successor Trustee shall mail notice of its succession to each Holder.

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

          If the Trustee fails to comply with Section 7.10, any Securityholder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

          Notwithstanding replacement of the Trustee pursuant to this Section
7.8, the Issuer's obligations under Section 7.7 shall continue for the benefit
of the retiring Trustee.

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<PAGE>

          SECTION 7.9. 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, another
corporation, the resulting, surviving or transferee corporation without any
further act shall, if such resulting, surviving or transferee corporation is
otherwise eligible hereunder, be the successor Trustee.

          SECTION 7.10. Eligibility; Disqualification.

          The Trustee shall at all times satisfy the requirements of TIA Section
310(a)(1), (2) and (5). The Trustee shall have a combined capital and surplus of
at least $10,000,000 as set forth in its most recent published annual report of
condition. The Trustee shall comply with TIA Section 310(b).

          SECTION 7.11. Preferential Collection of Claims Against the Issuer.

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


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<PAGE>


          SECTION 7.12. Wire Transfers and Investments.

          (a) The Trustee shall be authorized to seek confirmation of fund
transfer instructions by telephone call-back to the person or persons designated
on Exhibit E hereto, and the Trustee may rely upon the confirmations of any one
purporting to be the person or persons so designated. The persons and telephone
numbers for call-backs may be changed only in a writing actually received and
acknowledged by the Trustee. The parties to this Indenture acknowledge that such
security procedure is commercially reasonable.

          (b) It is understood that the Trustee and the beneficiary's bank in
any funds transfer may rely solely upon any account numbers or similar
identifying number provided by either of the other parties hereto to identify
(i) the beneficiary, (ii) the beneficiary's bank, or (iii) an order it executes
using any such identifying number, even where its use may result in a person
other than the beneficiary being paid, or the transfer of funds to a bank other
than the beneficiary's bank or an intermediary bank designated.

          (c) All money held by the Trustee in any of the accounts or funds
established pursuant hereto shall be invested in Marketable U.S. Securities upon
receipt of a Company Request. In the absence of such Company Request, the
Trustee shall invest in those items described in clause (vi) of the definition
of Marketable U.S. Securities. The Trustee may act as principal or agent in the
acquisition or disposition of investments. The Trustee shall not be responsible
for any loss of any investment made in accordance herewith.

                                  ARTICLE VIII
                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

          SECTION 8.1. Supplemental Indentures Without Consent of Holders.

          Without the consent of any Holder, the Issuer, any Guarantor and any
other obligor under the Securities when authorized by Board Resolutions, and the
Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:

               (A) to evidence the succession of another Person to the Issuer or
          a Guarantor, and the assumption by any such successor of the covenants
          of the Issuer or such Guarantor in this Indenture and in the
          Securities and in any Guarantee in accordance with Section 5.1;

               (B) to add to the covenants of the Issuer, any Guarantor, any
          Restricted Subsidiary or any other obligor upon the Securities for the
          benefit of the Holders of the Securities or to surrender any right or
          power conferred upon the Issuer, any Guarantor, any Restricted
          Subsidiary or any other obligor upon the Securities, as applicable, in
          this Indenture, in the Securities or in any Guarantee;

               (C) to cure any ambiguity, or to correct or supplement any
          provision in this Indenture, the Securities or any Guarantee which may
          be defective or inconsistent with any other provision in this
          Indenture, the Securities or any Guarantee or make any other
          provisions with respect to matters or questions arising under this
          Indenture, the Securities or any Guarantee; provided that, in each
          case, such provisions shall not adversely affect the interest of the
          Holders of the Securities;

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

               (E) to add or release a Person as a Guarantor under this
          Indenture;

               (F) to evidence and provide the acceptance of the appointment of
          a successor Trustee under this Indenture; or

               (G) to provide for the issuance of Additional Securities under
          this Indenture; or

               (H) to mortgage, pledge, hypothecate or grant a security interest
          in favor of the Trustee for the benefit of the holders of the
          Securities as additional security for the payment and performance of
          the Issuer's and any Guarantor's obligations under this Indenture, in
          any property, or assets, including any of which are required to be
          mortgaged, pledged or hypothecated, or in which a security interest is
          required to be granted to the Trustee pursuant to this Indenture or
          otherwise.

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<PAGE>

          SECTION 8.2. Amendments, Supplemental Indentures and Waivers with
Consent of Holders.

          Subject to Section 6.8, with the consent of the Holders of not less
than a majority in aggregate principal amount of then outstanding Securities,
including Additional Securities, if any, by written act of said Holders
delivered to the Issuer and the Trustee, the Issuer, the Guarantors and any
other obligor under the Securities when authorized by Board Resolutions, and the
Trustee may amend or supplement this Indenture or the Securities or enter into
an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or the Securities or of modifying in any manner the rights of the
Holders under this Indenture or the Securities. Subject to Section 6.8, the
Holder or Holders of not less than a majority, in principal amount of then
outstanding Securities, including Additional Securities, if any, may waive
compliance by the Issuer with any provision of this Indenture or the Securities.
Notwithstanding any of the above, however, without the consent of each Holder of
an outstanding Security affected, no amendment, supplemental indenture or waiver
may:

               (A) change the Stated Maturity of, or change to an earlier date
          any Redemption Date of, any Note, or reduce the principal amount
          thereof or the rate (or extend the time for payment) of interest or
          Additional Interest, if any, thereon or any premium payable upon the
          redemption thereof, or change the place of payment where, or the coin
          or currency in which, any Note or any premium or the interest thereon
          is payable, or impair the right to institute suit for the enforcement
          of any such payment on or after the Stated Maturity thereof (or, in
          the case of redemption, on or after the Redemption Date), or alter the
          redemption provisions, including, in each case, amending, changing or
          modifying any definitions related thereto, but only to the extent such
          definitions relate thereto, in a manner adverse to the Holder;

               (B) reduce the percentage in principal amount of the outstanding
          Securities, the consent of whose Holders is required for any such
          amendment, supplemental indenture or waiver provided for in this
          Indenture;

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

               (D) except as otherwise permitted under Section 5.1 consent to
          the assignment or transfer by the Issuer or any Guarantor of any of
          its rights and obligations under this Indenture; or

               (E) amend or modify any of the provisions of this Indenture
          relating to the Guarantee in any manner adverse to the Holders of the
          Securities.


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<PAGE>

          It shall not be necessary for the consent of the Holders under this
Section 8.2 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 8.2
becomes effective, the Issuer shall mail to the Holders affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Issuer 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.

          After an amendment, supplement or waiver under this Section 8.2 or
Section 8.4 becomes effective, it shall bind each Holder.

          In connection with any amendment, supplement or waiver under this
Article IX, the Issuer may, but shall not be obligated to, offer to any Holder
who consents to such amendment, supplement or waiver, or to all Holders,
consideration for such Holder's consent to such amendment, supplement or waiver.


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<PAGE>

          SECTION 8.3. Compliance with TIA.

          Every amendment, waiver or supplement of this Indenture or the
Securities shall comply with the TIA as then in effect.

          SECTION 8.4. Revocation and Effect of Consents.

          Until an amendment, waiver or supplement becomes effective, a consent
to it by a Holder is a continuing consent by the Holder and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as
the consenting Holder's Security, even if notation of the consent is not made on
any Security. However, any such Holder or subsequent Holder may revoke the
consent as to his Security or portion of his Security by written notice to the
Issuer or the Person designated by the Issuer as the Person to whom consents
should be sent if such revocation is received by the Issuer or such Person
before the date on which the Trustee receives an Officers' Certificate
certifying that the Holders of the requisite principal amount of Securities have
consented (and not theretofore revoked such consent) to the amendment,
supplement or waiver.

          The Issuer 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, which Record Date shall be the date so fixed by the Issuer
notwithstanding the provisions of the TIA. If a Record Date is fixed, then
notwithstanding the last sentence of the immediately preceding paragraph, those
Persons who were Holders at such Record Date, and only those Persons (or their
duly designated proxies), shall be entitled 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.

          After an amendment, supplement or waiver becomes effective, it shall
bind every Securityholder, unless it makes a change described in any of clauses
(A) through (E) of Section 8.2, in which case, the amendment, supplement or
waiver shall bind only each Holder of a Security who has consented to it and
every subsequent Holder of a Security or portion of a Security that evidences
the same debt as the consenting Holder's Security; provided that any such waiver
shall not impair or affect the right of any Holder to receive payment of
principal and premium of and interest on a Security, on or after the respective
dates set for such amounts to become due and payable expressed in such Security,
or to bring suit for the enforcement of any such payment on or after such
respective dates.

          SECTION 8.5. Notation on or Exchange of Securities.

          If an amendment, supplement or waiver changes the terms of a Security,
the Trustee may require the Holder of the Security to deliver it to the Trustee
or require the Holder to put an appropriate notation on the Security. The
Trustee may place an appropriate notation on the Security about the changed
terms and return it to the Holder. Alternatively, if the Issuer or the Trustee
so determines, the Issuer in exchange for the Security shall issue and the
Trustee shall authenticate a new Security that reflects the changed terms. Any
failure to make the appropriate notation or to issue a new Security shall not
affect the validity of such amendment, supplement or waiver.

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<PAGE>

          SECTION 8.6. Trustee to Sign Amendments, Etc.

          The Trustee shall execute any amendment, supplement or waiver
authorized pursuant to this Article VIII; provided that the Trustee may, but
shall not be obligated to, execute any such amendment, supplement or waiver
which affects the Trustee's own rights, duties or immunities under this
Indenture. The Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
any amendment, supplement or waiver authorized pursuant to this Article VIII is
authorized or permitted by this Indenture and all conditions precedent to such
amendment, supplement or waiver as required hereunder, have been duly satisfied.

                                   ARTICLE IX
                                FUTURE GUARANTEES

          SECTION 9.1. Future Guarantees. Any Person that becomes a Guarantor,
jointly and severally, fully, unconditionally and irrevocably guarantees as
primary obligors and not merely as a sureties, the obligations of the Issuer
under the Securities and this Indenture, and guarantees to each Holder of a
Security authenticated and delivered by the Trustee in accordance with the terms
hereof, and to the Trustee on behalf of such Holder, that (a) the Issuer will
make payment of the principal of and interest (including Additional Interest, if
any) on the Securities will be paid in full when due, whether at the Maturity
Date, by acceleration, redemption or otherwise (including, without limitation,
the amount that would become due but for the operation of the automatic stay
under Section 362(a) of the Bankruptcy Law), together with interest on the
overdue principal, if any, and interest on any overdue interest, to the extent
lawful, and all other obligations of the Issuer to the Holders or the Trustee
hereunder or thereunder, including obligations arising under Articles III and
VII hereof, will be paid in full or performed, all in accordance with the terms
hereof and thereof and (b) the full performance, within applicable grace
periods, of all other obligations of the Issuer under this Indenture and the
Securities which may be extended or renewed, in whole or in part, without notice
or further assent from such


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<PAGE>
Guarantor and that such Guarantor will remain bound under this Article IX,
notwithstanding any extension or renewal.

          Each Guarantor agrees that its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Securities or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder with respect to any provisions hereof or
thereof, the recovery of any judgment against the Issuer, any action to enforce
the same or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of a Guarantor.

          Each Guarantor waives (to the extent permitted by law) the benefits of
diligence, presentment, demand for payment, filing of claims with a court in the
event of insolvency or bankruptcy of the Issuer, any right to require a
proceeding first against the Issuer or any other Person, protest, notice and all
demands whatsoever and covenant that the Guarantee of such Guarantor shall not
be discharged as to any Security except by complete performance of the
obligations contained in such Security, this Indenture and such Guarantee. Each
Guarantor acknowledges that the Guarantee is a guarantee of payment and not of
collection.

          Each Guarantor agrees that, in the event of a default in payment of
principal or interest, including contingent interest, if any, on such Security,
whether at the Maturity Date of the Security, by acceleration, redemption,
purchase or otherwise, legal proceedings may be instituted by the Trustee on
behalf of or by the Holder of such Security, subject to the terms and conditions
set forth in this Indenture, directly against each of the Guarantors to enforce
such Guarantor's Guarantee without first proceeding against the Issuer or any
other Guarantor, if any. Each Guarantor agrees that if, after the occurrence and
during the continuance of an Event of Default, the Trustee or any of the Holders
are prevented by applicable law from exercising their respective rights to
accelerate the maturity of the Securities, to collect interest on the
Securities, or to enforce or exercise any other right or remedy with respect to
the Securities, such Guarantor shall pay to the Trustee for the account of the
Holder, upon demand therefor, the amount that would otherwise have been due and
payable had such rights and remedies been permitted to be exercised by the
Trustee or any of the Holders.

          If any Holder or the Trustee is required by any court or otherwise to
return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or
other similar official acting in relation to either the Issuer or any Guarantor,
any amount paid by any of them to the Trustee or such Holder, the Guarantee of
the Guarantor, to the extent theretofore discharged, shall be reinstated in full
force and effect. Each Guarantor further agrees that as between each Guarantor,
on the one hand, and the Holders and the Trustee, on the other hand, (x) subject
to this Article IX, the maturity of the obligations guaranteed hereby may be
accelerated as provided in Article VI hereof for the purposes of the Guarantee
of such Guarantor notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the obligations guaranteed hereby,
and (y) in the event of any acceleration of such obligation as provided in
Article VI hereof, such obligations (whether or not due and payable) shall
forthwith become due and payable by each Guarantor for the purpose of the
Guarantee of such Guarantor.

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

          Notwithstanding anything to contrary herein, nothing in this Article
IX shall constitute a guarantee by any Guarantor of any obligations of the
Issuer under the Securities and this Indenture.


                                       90

<PAGE>

          SECTION 9.2. Supplemental Indenture. Any Person that chooses or is
required to become a Guarantor after the date of this Indenture shall (a)
execute and deliver to the Trustee a supplement to this Indenture in accordance
with the provisions of Article VIII of this Indenture, pursuant to which such
Person shall agree to guarantee the Securities and the obligations of the Issuer
thereunder and hereunder in accordance with the provisions of this Article IX
and (b) deliver promptly to the Trustee (i) the supplemental indenture executed
by such Person referred to in (a) above, and (ii) an Opinion of Counsel
reasonably satisfactory to such Trustee to the effect that such supplemental
indenture has been duly executed and delivered by such Person and is in
compliance with the terms of this Indenture. Upon the execution of any such
supplemental indenture, each reference to the "Guarantor" in this Indenture
shall be deemed to refer to such Person and all other Guarantors. If more than
one Guarantor exists at any time hereafter, the obligations of all such
Guarantors shall be joint and several.

          SECTION 9.3. Limitation of Guarantors' Liability. Each Guarantor, and
by its acceptance hereof, each Holder confirms that it is the intention of all
such parties that the Guarantee by each Guarantor pursuant to its Guarantee not
constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy
Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act
or any similar federal or state law or the provisions of its local law relating
to fraudulent transfer or conveyance. To effectuate the foregoing intention,
each of the Holders and each Guarantor irrevocably agree that the obligations of
such Guarantor under its Guarantee shall be limited to the maximum amount that
will not, after giving effect to all other contingent and fixed liabilities of
such Guarantor, result in the obligations of such Guarantor under its Guarantee
constituting such fraudulent transfer or conveyance. In case any provision of
any Guarantee 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 9.4. Subrogation. Each Guarantor shall be subrogated to all
rights of Holders against the Issuer in respect of any amounts paid by any
Guarantor pursuant to the provisions of Section 9.1; provided, however, that, if
an Event of Default has occurred and is continuing, no Guarantor shall be
entitled to enforce or receive any payments arising out of, or based upon, such
right of subrogation until all amounts then due and payable by the Issuer under
this Indenture or the Securities shall have been paid in full.

          SECTION 9.5. Benefits Acknowledged. Each Guarantor acknowledges that
it will receive direct and indirect benefits from the financing arrangements
contemplated by this Indenture and that its Guarantee and waivers pursuant to
its Guarantee are knowingly made in contemplation of such benefits.


                                       91

<PAGE>

          SECTION 9.6. Contribution. Each Guarantor that makes a payment under
its Guarantee shall be entitled upon payment in full of all its obligations
under the Guarantee to a contribution from each other Guarantor, if any, in an
amount equal to such other Guarantor's pro rata portion of such payment based on
the respective net assets of all the Guarantors at the time of such payment
determined in accordance with GAAP.

                                   ARTICLE X
                           RIGHT TO REQUIRE REPURCHASE

          SECTION 10.1. Repurchase of Securities at Option of the Holder Upon a
Change of Control.

          (a) In the event that a Change of Control has occurred, unless all
Securities have been called for redemption, each Holder of Securities will have
the right, at such Holder's option, pursuant to an irrevocable and unconditional
offer by the Issuer (the "Change of Control Offer"), to require the Issuer to
repurchase all or any part (equal to $1,000 principal amount or an integral
multiple thereof) of such Holder's Securities, on a date (the "Change of Control
Purchase Date") that is no later than 50 Business Days after the occurrence of
such Change of Control at a cash price (the "Change of Control Purchase Price")
equal to 101% of the aggregate principal amount thereof, together with any
accrued and unpaid interest to, but not including, the Change of Control
Purchase Date. The Change of Control Offer shall be made within 30 Business Days
following a Change of Control and shall remain open for 20 Business Days
following its commencement (the "Change of Control Offer Period"). Upon
expiration of the Change of Control Offer Period, the Issuer shall purchase all
Securities properly tendered in response to the Change of Control Offer.
Notwithstanding the foregoing, the Issuer will not be required to make a Change
of Control Offer if, upon a Change of Control, a third party (A) makes an offer
to purchase Securities in the manner, at the times and otherwise in compliance
with the requirements set forth in this Article X and (B) purchases all
Securities validly tendered and not withdrawn under such offer to purchase.

          (b) In the event that, pursuant to this Section 10.1, the Issuer shall
be required to commence a Change of Control Offer, the Issuer shall follow the
procedures set forth in this Section 10.1 as follows:

               (A) the Issuer shall provide the Trustee with notice of the
          Change of Control Offer at least 5 Business Days before the
          commencement of any Change of Control Offer; and

               (B) on or before the commencement of any Change of Control Offer,
          the Issuer or the Trustee (upon the request and at the expense of the
          Issuer) shall send, by first-class mail, a notice to each of the
          Holders, which (to the extent consistent with this Indenture) shall
          govern the terms of the Change of Control Offer and shall state:

          (ii) that the Change of Control Offer is being made pursuant to such
     notice and this Section 10.1 and that all Securities, or portions thereof,
     tendered will be accepted for payment;

          (iii) the Change of Control Purchase Price (including the amount of
     accrued and unpaid interest), the Change of Control Purchase Date and the
     Change of Control Put Date (as defined below);

          (iv) that any Security, or portion thereof, not tendered or accepted
     for payment will continue to accrue interest;

          (v) that, unless the Issuer defaults in depositing cash with the
     Paying Agent in accordance with the last paragraph of this clause (b) or
     such payment is prevented, any Security, or portion thereof, accepted for
     payment pursuant to the Change of Control Offer shall cease to accrue
     interest after the Change of Control Purchase Date;

          (vi) that Holders electing to have a Security, or portion thereof,
     purchased pursuant to a Change of Control Offer will be required to
     surrender the Security, with the form entitled "Option of Holder to Elect
     Purchase" on the reverse of the Security completed, to the Paying Agent
     (which may not for purposes of this Section 10.1, notwithstanding anything
     in this Indenture to the contrary, be the Issuer or any Affiliate of the
     Issuer) at the address specified in the notice prior to the close of
     business on the earlier of (a) the third Business Day prior to the Change
     of Control Purchase Date and (b) the third Business Day following the
     expiration of the Change of Control Offer (such earlier date being the
     "Change of Control Put Date");

          (vii) that Holders will be entitled to withdraw their election, in
     whole or in part, if the Paying Agent (which may not for purposes of this
     Section 10.1, notwithstanding anything in this Indenture to the contrary,
     be the Issuer or any Affiliate of the Issuer) receives, up to the close of
     business (5:00 p.m. New York Time) on the Change of Control Put Date, a
     telegram, telex, facsimile transmission or letter setting forth the name of
     the Holder, the principal amount of the Securities the Holder is
     withdrawing and a statement that such Holder is withdrawing his election to
     have such principal amount of Securities purchased; and

          (viii) a brief description of the events resulting in such Change of
     Control.

                                       92

<PAGE>

          On or before the Change of Control Purchase Date, the Issuer will (i)
accept for payment Securities or portions thereof properly tendered and not
validly withdrawn pursuant to the Change of Control Offer, (ii) deposit with the
Paying Agent cash sufficient to pay the Change of Control Purchase Price
(together with accrued and unpaid interest to, but not including, the Change of
Control Purchase Date) of all Securities so tendered and (iii) deliver to the
Trustee Securities so accepted together with an Officers' Certificate listing
the Securities or portions thereof being purchased by the Issuer. The Paying
Agent promptly will deliver to the Holders of Securities so accepted payment in
an amount equal to the Change of Control Purchase Price (together with any
accrued and unpaid interest to, but not including, the Change of Control
Purchase Date), and the Trustee will promptly authenticate and mail or deliver
to such Holders a new Security equal in principal amount to any unpurchased
portion of the Security surrendered. Any Securities not so accepted will be
promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer
will announce publicly the results of the Change of Control Offer on or as soon
as practicable after the Change of Control Purchase Date.

          Any Change of Control Offer will be made in compliance with all
applicable laws, rules and regulations, including, if applicable, Regulation 14E
under the Exchange Act and the rules thereunder and all other applicable Federal
and state securities laws, and the Issuer may modify a Change of Control Offer
to the extent necessary to effect such compliance.


                                       93

<PAGE>

                                   ARTICLE XI
                                  MISCELLANEOUS

          SECTION 11.1. TIA Controls.

          If any provision of this Indenture limits, qualifies, or conflicts
with the duties imposed by operation of the TIA, the imposed duties, upon
qualification of this Indenture under the TIA, shall control.

          SECTION 11.2. Notices.

          Any notices or other communications to the Issuer or the Trustee
required or permitted hereunder shall be in writing, and shall be sufficiently
given if made by hand delivery, by telecopier or registered or certified mail,
postage prepaid, return receipt requested, addressed as follows:

          if to the Issuer or any Guarantor:

          Centennial Communications Corp.
          3349 Route 38
          Building A
          Wall, New Jersey 07719
          Attention: Tony L. Wolk
          Telecopy: 732-556-2245

          if to the Trustee:

          U.S. Bank National Association
          60 Livingston Avenue
          St. Paul, Minnesota 55107-2292
          Attention: Corporate Trust Services
          Telecopy: 651-495-8097

          Any party by notice to each other party may designate additional or
different addresses as shall be furnished in writing by such party. Any notice
or communication to any party shall be deemed to have been given or made as of
the date so delivered, if personally delivered; when receipt is acknowledged, if
telecopied; and five Business Days after mailing if sent by registered or
certified mail, postage prepaid (except that a notice of change of address shall
not be deemed to have been given until actually received by the addressee).

          Any notice or communication mailed to a Securityholder shall be mailed
to him by first class mail or other equivalent means at his address as it
appears on the registration books of the Registrar and shall be sufficiently
given to him if so mailed within the time prescribed.

          Failure to mail a notice or communication to a Securityholder or any
defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.

                                       94

<PAGE>

          SECTION 11.3. Communications by Holders with Other Holders.

          Securityholders may communicate pursuant to TIA Section 312(b) with
other Securityholders with respect to their rights under this Indenture or the
Securities. The Issuer, the Trustee, the Registrar and any other Person shall
have the protection of TIA Section 312(c).

          SECTION 11.4. Certificate and Opinion as to Conditions Precedent.

          Upon any request or application by the Issuer to the Trustee to take
any action under this Indenture, such Person shall furnish to the Trustee:

               (A) an Officers' Certificate (in form and substance reasonably
          satisfactory to the Trustee) 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

               (B) an Opinion of Counsel (in form and substance reasonably
          satisfactory to the Trustee) stating that, in the opinion of such
          counsel, all such conditions precedent have been complied with.

          SECTION 11.5. 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:

               (A) a statement that the Person making such certificate or
          opinion has read such covenant or condition;

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

               (C) a statement that, in the opinion of such Person, he 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

               (D) 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.

                                       95

<PAGE>


          SECTION 11.6. Rules by Trustee, Paying Agent, Registrar.

          The Trustee may make reasonable rules for action by or at a meeting of
Securityholders. The Paying Agent or Registrar may make reasonable rules for its
functions.

          SECTION 11.7. Legal Holidays.

          A "Legal Holiday" is a Saturday, a Sunday or a day on which banking
institutions in New York, New York are authorized or obligated by law or
executive order to close. If a payment date is a Legal Holiday at such place,
payment may be made at such place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.

          SECTION 11.8. Governing Law.

          THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS
MADE AND PERFORMED WITHIN THE STATE OF NEW YORK. THE ISSUER HEREBY IRREVOCABLY
SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH
OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH
OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE AND THE SECURITIES, AND
IRREVOCABLY ACCEPT FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS. THE ISSUER IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY
SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY
SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY
SECURITYHOLDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO
COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE ISSUER IN ANY OTHER
JURISDICTION.




                                       96

<PAGE>

          SECTION 11.9. No Adverse Interpretation of Other Agreements.

          This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Issuer or any of its Subsidiaries. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.

          SECTION 11.10. No Recourse Against Others.

          No direct or indirect stockholder (or partner, limited liability
company member or employee of a stockholder), employee, officer or director, as
such, past, present or future of the Issuer or any successor entity or any
Affiliate thereof shall have any personal liability in respect of the
obligations of the Issuer under the Securities or this Indenture by reason of
his or its status as such stockholder (or partner, limited liability company
member or employee of a stockholder), employee, officer or director. Each
Securityholder by accepting a Security waives and releases all such liability.
Such waiver and release are part of the consideration for the issuance of the
Securities.

          SECTION 11.11. Successors.

          All agreements of the Issuer in this Indenture and the Securities
shall bind its successor. All agreements of the Trustee in this Indenture shall
bind its successor.

          SECTION 11.12. Duplicate Originals.

          All parties may sign any number of copies or counterparts of this
Indenture. Each signed copy or counterpart shall be an original, but all of them
together shall represent the same agreement.


                                       97

<PAGE>
          SECTION 11.13. Severability.

          In case any one or more of the provisions in this Indenture or in the
Securities shall be held invalid, illegal or unenforceable, in any respect for
any reason, the validity, legality and enforceability of any such provision in
every other respect and of the remaining provisions shall not in any way be
affected or impaired thereby, it being intended that all of the provisions
hereof shall be enforceable to the full extent permitted by law.

          SECTION 11.14. Table of Contents, Headings, Etc.

          The Table of Contents, Cross-Reference Table and headings of the
Articles and the 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 or provisions hereof.


          SECTION 11.15. Qualification of Indenture.

          The Issuer shall qualify this Indenture under the TIA in accordance
with the terms and conditions of the Registration Rights Agreement and shall pay
all costs and expenses (including attorneys' fees for the Issuer and the
Trustee) incurred in connection therewith, including, but not limited to, costs
and expenses of qualification of this Indenture and the Securities and printing
this Indenture and the Securities. The Trustee shall be entitled to receive from
the Issuer any such Officers' Certificates, Opinions of Counsel or other
documentation as it may reasonably request in connection with any such
qualification of this Indenture under the TIA.

          SECTION 11.16. Registration Rights.

          Certain Holders of the Securities are entitled to certain registration
rights with respect to such Securities pursuant to, and subject to the terms of,
the Registration Rights Agreement.

                                  ARTICLE XII
                           SATISFACTION AND DISCHARGE

          SECTION 12.1. Satisfaction and Discharge of Indenture.

          This Indenture shall be discharged and shall cease to be of further
effect (except as to surviving rights of registration of transfer or exchange of
Securities as expressly provided for herein) as to all outstanding Securities
and Guarantees hereunder, and the Trustee, upon Company Request and at the
expense of the Issuer, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

          (a) either

               (1) all such Securities theretofore authenticated and delivered
          (other than lost, stolen or destroyed Securities which have been
          replaced or paid as provided in Section 2.7) have been delivered to
          the Trustee for cancellation; or

               (2) all Securities not theretofore delivered to the Trustee for
          cancellation (x) have become due and payable, (y) will become due and
          payable at their Stated Maturity within one year (or within the
          remaining term of the then current Interest Period), or (z) are to be
          called for redemption within one year (or within the remaining term of
          the then current Interest Period) under arrangements satisfactory to
          the Trustee for the giving of notice of redemption by the Trustee in
          the name, and at the expense, of the Issuer or any Guarantor has
          irrevocably deposited or caused to be deposited with the Trustee as
          trust funds in trust an amount in United States dollars sufficient to
          pay and discharge the entire Indebtedness on the Securities not
          theretofore delivered to the Trustee for cancellation, including the
          principal of, premium, if any, and accrued interest at maturity and
          Additional Interest, Stated Maturity or Redemption Date;

          (b) the Issuer or any Guarantor has paid or caused to be paid all
     other sums payable hereunder by the Issuer; and

          (c) the Issuer has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel, in form and substance satisfactory to the
     Trustee, each stating that (i) all conditions precedent herein relating to
     the satisfaction and discharge hereof have been complied with and (ii) such
     satisfaction and discharge will not result in a breach or violation of, or
     constitute a default under, this Indenture or any other material agreement
     or instrument (in the case of the legal opinion, such material agreements
     or instruments as are known to such counsel) to which the Issuer, any
     Guarantor or any Subsidiary of the Issuer is a party or by which the
     Issuer, any Guarantor or any Subsidiary of the Issuer is bound.

          Notwithstanding the satisfaction and discharge hereof, the obligations
of the Issuer to the Trustee under Section 7.7 and, if United States dollars
shall have been deposited with the Trustee pursuant to subclause (2) of
subsection (a) of this Section 12.1, the obligations of the Trustee under
Section 12.2 shall survive.


                                       98

<PAGE>
          SECTION 12.2. Application of Trust Money.

          Subject to the provisions of the last paragraph of Section 2.4, all
United States dollars deposited with the Trustee pursuant to Section 12.1 shall
be held in trust and applied by it, in accordance with the provisions of the
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Issuer acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal of,
premium, if any, and interest on, the Securities for whose payment such United
States dollars have been deposited with the Trustee.


                                       99
<PAGE>

                                   SIGNATURES

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

                                        CENTENNIAL COMMUNICATIONS CORP.


                                        By:   /s/ Thomas J. Fitzpatrick
                                            ------------------------------------
                                        Name: Thomas J. Fitzpatrick
                                              ----------------------------------
                                        Title: Executive Vice President,
                                               ---------------------------------
                                               Chief Financial Officer
                                               ---------------------------------


                                      100
<PAGE>

                                        U.S. BANK NATIONAL ASSOCIATION,
                                        as Trustee


                                        By: /s/ Raymond S. Haverstock
                                            ------------------------------------
                                        Name: Raymond S. Haverstock
                                              ----------------------------------
                                        Title: Vice President
                                               ---------------------------------


                                      101
<PAGE>

                                                                       EXHIBIT A

       [Insert the Global Security Legend, if applicable, pursuant to the
                          provisions of the Indenture]

      [Insert the Private Placement Legend, if applicable, pursuant to the
                          provisions of the Indenture]

                                 [FACE OF NOTE]

                         CENTENNIAL COMMUNICATIONS CORP.

                       SENIOR FLOATING RATE NOTE DUE 2013

No. ____                                                         $______________

CUSIP No.
ISIN:

          Centennial Communications Corp., a Delaware corporation (hereinafter
called the "Issuer," which term includes any successors under the Indenture),
for value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of $_____________, on January 1, 2013 [or such greater or
lesser amount as may be indicated on Schedule A hereto](1).

          Interest Payment Dates: January 1, April 1, July 1 and October 1,
commencing __________, _____

          Record Dates: December 15, March 15, June 15 and September 15

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

----------
(1)  This should only be added if the Security is issued in global form.


                                      A-1

<PAGE>

          IN WITNESS WHEREOF, the Issuer has caused this Instrument to be duly
executed under their corporate seal.

Dated:
       --------------------------

                                        CENTENNIAL COMMUNICATIONS CORP.


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


                                      A-2

<PAGE>

                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

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

Dated:
       --------------------------

                                        U.S. BANK NATIONAL ASSOCIATION
                                        as Trustee


                                        By:
                                            ------------------------------------
                                            Authorized Signatory


                                      A-3

<PAGE>

                             [REVERSE SIDE OF NOTE]

                         CENTENNIAL COMMUNICATIONS CORP.

                       Senior Floating Rate Note due 2013

          Capitalized terms used herein shall have the meaning assigned to them
in the Indenture referred to below unless otherwise indicated.

1.   Interest.

          Centennial Communications Corp., a Delaware corporation (hereinafter
called the "Issuer," which term includes any successors under the Indenture),
promises to pay interest on the principal amount of this Security at the rate
and in the manner specified below. Interest will accrue at a rate per annum,
reset quarterly, equal to LIBOR plus 5.75% as determined by the calculation
agent (the "Calculation Agent"), which shall initially be the trustee and will
be payable quarterly in arrears in cash on January 1, April 1, July 1 and
October 1 of each year or if any such day is not a Business Day on the next
succeeding Business Day (each an "Interest Payment Date") commencing __________,
_____, to Holders of the Securities at the close of business on the immediately
preceding December 15, March 15, June 15 and September 15, whether or not such
date is a Business Day (each, a "Record Date").

          Interest shall accrue from the most recent date to which interest has
been paid or, if no interest has been paid, from and including the Issue Date.
To the extent lawful, the Issuer shall pay interest on overdue principal at the
rate of the then applicable interest rate on the Securities; it shall pay
interest on overdue installments of interest (without regard to any applicable
grace periods) at the same rate to the extent lawful.

          The amount of interest for each day that the Securities are
outstanding (the "Daily Interest Amount") will be calculated by dividing the
interest rate in effect for such day by 360 and multiplying the result by the
principal amount of the Securities. The amount of interest to be paid on the
Securities for each Interest Period will be calculated by adding the Daily
Interest Amounts for each day in the Interest Period. All percentages resulting
from any of the above calculations will be rounded, if necessary, to the nearest
one hundred-thousandth of a percentage point, with five one-millionths of a
percentage point being rounded upwards (e.g., 9.876545% (or .09876545) being
rounded to 9.87655% (or .0987655)) and all dollar amounts used in or resulting
from such calculations will be rounded to the nearest cent (with one-half cent
being rounded upwards). The interest rate on the Securities will in no event be
higher than the maximum rate permitted by New York law as the same may be
modified by United States law of general application. The Calculation Agent
will, upon the request of the Holder of any Securities, provide the interest
rate then in effect with respect to the Securities. All calculations made by the
Calculation Agent in the absence of manifest error will be conclusive for all
purposes and binding on the Issuer and the Holders of the Securities.


                                       A-4

<PAGE>

2.   Method of Payment.

          The Issuer shall pay interest and Additional Interest, if any, on the
Securities (except defaulted interest) to the Persons who are the registered
Holders at the close of business on the Record Date immediately preceding the
Interest Payment Date. Holders must surrender Securities to a Paying Agent to
collect principal payments. Except as provided below, the Issuer shall pay
principal and interest in such coin or currency of the United States of America
as at the time of payment shall be legal tender for payment of public and
private debts ("U.S. Legal Tender"). However, the Issuer may pay principal and
interest by wire transfer of Federal funds, or interest by its check payable in
such U.S. Legal Tender. The Issuer may deliver any such interest payment to the
Paying Agent or the Issuer may mail any such interest payment to a Holder at the
Holder's registered address.

3.   Paying Agent and Registrar.

          Initially, U.S. Bank National Association (the "Trustee") will act as
Paying Agent and Registrar. The Issuer may change any Paying Agent, Registrar or
co-Registrar without notice to the Holders. The Issuer or any of its
Subsidiaries may, subject to certain exceptions, act as Paying Agent, Registrar
or co-Registrar.

4.   Indenture.

          The Issuer issued the Securities under an Indenture, dated as of
December 21, 2005 (the "Indenture"), between the Issuer and the Trustee. The
terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act, as in effect on
the date of the Indenture. The Securities are subject to all such terms, and
Holders of Securities are referred to the Indenture and said Act for a statement
of them. The Securities are general obligations of the Issuer initially issued
in an aggregate principal amount to $350,000,000. The Indenture pursuant to
which this Security is issued provides for an unlimited amount of Additional
Securities to be issued thereunder.

5.   Redemption.

          The Securities will be subject to redemption at any time on or after
January 1, 2008, at the option of the Issuer, in whole or in part, on not less
than 30 nor more than 60 days' prior notice, in amounts of $1,000 or an integral
multiple thereof; provided that, no holdings of Securities of $2,000 or less
shall be redeemed in part, at the following Redemption Prices (expressed as
percentages of the principal amount), if redeemed during the 12 month period
beginning January 1 of the years indicated below:

<TABLE>
<CAPTION>
                         Redemption
         Year               Price
         ----            ----------
<S>                      <C>
2008..................     103.00%
2009..................     102.00%
2010 and thereafter...     100.00%
</TABLE>


                                       A-5

<PAGE>

in each case, together with accrued and unpaid interest, if any, and Additional
Interest to, but not including, the Redemption Date (subject to the rights of
Holders on relevant Record Dates to receive interest due on an Interest Payment
Date).

          In addition, at any time prior to January 1, 2008, the Issuer, at its
option, may use the net cash proceeds of one or more Equity Offerings in a
single transaction or a series of related transactions to redeem up to an
aggregate of 35% of the aggregate principal amount of Securities issued under
the Indenture (including any Additional Securities) at a Redemption Price equal
to 100.0% of the aggregate principal amount thereof, plus a premium equal to the
interest rate per year that is then applicable to the Securities on the date on
which notice of redemption is given, plus accrued and unpaid interest thereon,
to, but not including, the Redemption Date (subject to the rights of Holders on
relevant Record Dates to receive interest due on an Interest Payment Date);
provided that at least 65% of the initial aggregate principal amount of
Securities (including any Additional Securities) remains outstanding immediately
after the occurrence of such redemption; provided further that any such
redemption may not occur in connection with a Change of Control. In order to
effect the foregoing redemption, the Issuer must consummate such redemption
within 90 days of the closing of the Equity Offering.

          In the case of a partial redemption, the Trustee shall select the
Securities or portions thereof for redemption in compliance with the
requirements of the principal national securities exchange, if any, on which the
Securities are listed, or if the Securities are not so listed, on a pro rata
basis, by lot or by any other manner as it deems appropriate and fair. The
Securities may be redeemed in part in multiples of $1,000 only; provided that,
no holdings of Securities of $2,000 or less shall be redeemed in part.

          Any such redemption will comply with Article III of the Indenture.

6.   Notice of Redemption.

          Except as provided in the next paragraph, notice of redemption will be
sent by first class mail, at least 30 days and not more than 60 days prior to
the Redemption Date, to the Holder of each Security to be redeemed to such
Holder's last address as then shown upon the registry books of the Registrar.

          Any notice which relates to a Security to be redeemed in part only
must state the portion of the principal amount to be redeemed and must state
that on and after the date fixed for redemption, upon surrender of such
Security, a new Security or Securities in a principal amount equal to the
unredeemed portion thereof will be issued. On and after the date fixed for
redemption, interest will cease to accrue on the portions of the Securities
called for redemption.

7.   Denominations; Transfer; Exchange.

          The Securities are in registered form, without coupons, in minimum
denominations of $2,000 and integral multiples of $1,000. A Holder may register
the transfer of, or exchange Securities 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


                                       A-6

<PAGE>

transfer of or exchange any Securities selected for redemption prior to 15 days
after the notice of redemption.

8.   Persons Deemed Owners.

          The registered Holder of a Security may be treated as the owner of it
for all purposes.

9.   Unclaimed Money.

          If money for the payment of principal or interest remains unclaimed
for two years, the Trustee and the Paying Agent(s) will pay the money back to
the Issuer. After that, all liability of the Trustee and such Paying Agent(s)
with respect to such money shall cease.

10.  Discharge Prior to Redemption or Maturity.

          The Indenture will be discharged in full as to all outstanding
Securities when (a) either (i) all Securities are delivered to the Trustee for
authentication or (ii) all Securities not so delivered have become due and
payable, will become due and payable within one year (or within the remaining
term of the then current Interest Period) or are to be called for redemption
within one year (or within the remaining term of the then current Interest
Period), and in either event the Issuer has deposited with the Trustee an amount
in United States dollars sufficient to pay and discharge all of the Securities,
(b) the Issuer has paid all other sums payable under the Indenture by it and (c)
the Issuer has delivered an Officers' Certificate and Opinion of Counsel related
thereto.

11.  Amendment; Supplement; Waiver.

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

12.  Restrictive Covenants.

          The Indenture imposes certain limitations on the ability of the Issuer
and its Restricted Subsidiaries to, among other things, incur additional
Indebtedness and Disqualified Capital Stock, pay dividends or make certain other
restricted payments, enter into certain transactions with Affiliates, incur
Liens, sell assets, merge or consolidate with any other Person or transfer (by
lease, assignment or otherwise) substantially all of the properties and assets
of the Issuer. The limitations are subject to a number of important
qualifications and exceptions. The Issuer must periodically report to the
Trustee on compliance with such limitations.


                                       A-7

<PAGE>

13.  Repurchase at Option of Holder.

          (a) If there is a Change of Control, the Issuer shall be required to
offer to purchase on the Change of Control Purchase Date all outstanding
Securities at a purchase price equal to 101% of the principal amount thereof,
together with any accrued and unpaid interest and Additional Interest, to, but
not including, the Change of Control Purchase Date. Holders of Securities will
receive a Change of Control Offer from the Issuer prior to any related Change of
Control Purchase Date and may elect to have such Securities purchased by
properly tendering such Securities pursuant to the Change of Control Offer.
Notwithstanding the foregoing, the Issuer will not be required to make a Change
of Control Offer if, upon a Change of Control, a third party (A) makes an offer
to purchase Securities in the manner, at the times and otherwise in compliance
with the requirements set forth in Article X of the Indenture and (B) purchases
all Securities validly tendered and not withdrawn under such offer to purchase.

          (b) The Indenture imposes certain limitations on the ability of the
Issuer and its Restricted Subsidiaries to sell assets. In the event the proceeds
from a permitted Asset Sale exceed certain amounts, as specified in the
Indenture, the Issuer will be required either to reinvest the proceeds of such
Asset Sale as described in the Indenture or to make an offer to purchase each
Holder's Securities at 100% of the principal amount thereof, plus accrued
interest, if any, to the purchase date.

14.  Successors.

          When a successor assumes all the obligations of its predecessor under
the Securities and the Indenture, the predecessor will be released from those
obligations.

15.  Defaults and Remedies.

          If an Event of Default occurs and is continuing (other than as Event
of Default relating to certain events of bankruptcy, insolvency or
reorganization), then in every such case, unless the principal of all of the
Securities shall have already become due and payable, either the Trustee or the
Holders of 25% in aggregate principal amount of Securities then outstanding may
declare all the Securities to be due and payable immediately in the manner and
with the effect provided in the Indenture. The Holders of Securities may not
enforce the Indenture or the Securities except as provided in the Indenture. The
Trustee may require indemnity satisfactory to it before it enforces the
Indenture or the Securities. Subject to certain limitations, Holders of a
majority in aggregate principal amount of the Securities then outstanding may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of Securities notice of any continuing Default or Event of
Default (except a Default in payment of principal or interest), if it determines
that withholding notice is in their interest.

16.  Trustee Dealings with Issuer.

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


                                       A-8

<PAGE>

17.  No Recourse Against Others.

          No direct or indirect stockholder (or partner, limited liability
company member or employee of a stockholder), employee, officer or director, as
such, past, present or future, of the Issuer or any successor entity or any
Affiliate thereof shall have any personal liability in respect of the
obligations of the Issuer under the Securities or the Indenture by reason of his
or its status as such stockholder (or partner, limited liability company member
or employee of a stockholder), employee, officer or director. Each Holder of a
Security by accepting a Security waives and releases all such liability. The
waiver and release are part of the consideration for the issuance of the
Securities.

18.  Authentication.

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

19.  Abbreviations and Defined Terms.

          Customary abbreviations may be used in the name of a Holder of a
Security 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).

20.  CUSIP Numbers.

          Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Issuer will cause CUSIP numbers to be
printed on the Securities as a convenience to the Holders of the Securities. No
representation is made as to the accuracy of such numbers as printed on the
Securities and reliance may be placed only on the other identification numbers
printed hereon.

21.  Additional Rights of Holders.

          In addition to the rights provided to Holders of Securities under the
Indenture, Holders of Securities shall have all the rights set forth in a
Registration Rights Agreement dated as of December 21, 2005, between the Issuer
and Credit Suisse First Boston LLC. In the case of Additional Securities,
Holders of Securities shall have the rights set forth in one or more
registration rights agreements with the Issuer, if any (collectively, the
"Registration Rights Agreement").


                                      A-9

<PAGE>

                               FORM OF ASSIGNMENT

I or we assign this Security to:

          ______________________________________________________________

          ______________________________________________________________

          ______________________________________________________________
              (Print or type name, address and zip code of assignee)

   __________________________________________________________________________
      Please insert Social Security or other identifying number of assignee

and irrevocably appoint ________________________________________________________
agent to transfer this Security on the books of the Issuer. The agent may
substitute another to act for him.


Dated:                                  Signed:
       ------------------------------           --------------------------------
                                                (Sign exactly as your name
                                                 appears on the other side of
                                                 this Security)

Signature(s) must be guaranteed by an eligible guarantor institution (banks,
stock brokers, savings and loan associations and credit unions with membership
in an approved signature guarantee medallion program) pursuant to Securities and
Exchange Commission Rule 17Ad-15.


                                      A-10

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Security purchased by the Issuer
pursuant to Section 4.13 or Article X of the Indenture, check the appropriate
box:

          [ ] Section 4.13   [ ] Article X

          If you want to elect to have only part of this Security purchased by
the Issuer pursuant to Section 4.13 or Article X of the Indenture, as the case
may be, state the principal amount you want to be purchased: $__________


Date:                                   Signature:
       ------------------------------              -----------------------------
                                                   (Sign exactly as your name
                                                    appears on the other side of
                                                    this Security)


                                      A-11

<PAGE>

                                                                      Schedule A

           SCHEDULE OF EXCHANGES OF INTEREST IN THE GLOBAL SECURITY(1)

        The following exchanges of a part of this Global Security for an
      interest in another Global Security or for a Definitive Security, or
       exchanges of part of another Global Security or Definitive Security
            for an interest in this Global Security, have been made:

<TABLE>
<CAPTION>
                                                                         Principal Amount of this
                     Amount of decrease in      Amount of increase in         Global Security       Signature of authorized
                   Principal Amount of this   Principal Amount of this    following each decrease    officer of Trustee or
Date of Exchange        Global Security            Global Security             (or increase)          Securities Custodian
----------------   ------------------------   ------------------------   ------------------------   -----------------------
<S>                <C>                        <C>                        <C>                        <C>

</TABLE>

----------
(1)  This schedule should only be added if the Security is issued in global
     form.


                                      A-12

<PAGE>

                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Centennial Communications Corp.
3349 Route 38, Building A
Wall, New Jersey 07719
Attention: Tony L. Wolk
Facsimile: 732-556-2245

U.S. Bank National Association
60 Livingston Avenue
St. Paul, Minnesota 55107-2292
Attention: Corporate Trust Services

          Re: Senior Floating Rate Notes due 2013

     Reference is hereby made to the Indenture, dated as of December 21, 2005
(the "Indenture"), between Centennial Communications Corp., a Delaware
corporation (the "Issuer"), and U.S. Bank National Association, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

     ___________________ (the "Transferor") owns and proposes to transfer the
Note(s) or interest in such Note(s) specified in Annex A hereto, in the
principal amount at maturity of $___________ in such Note(s) or interests (the
"Transfer"), to ___________________________ (the "Transferee"), as further
specified in Annex A hereto. In connection with the Transfer, the Transferor
hereby certifies that:

                             [CHECK ALL THAT APPLY]

          1. Check if Transferee will take delivery of a beneficial interest in
the 144A Global Note or a Definitive Note Pursuant to Rule 144A. The Transfer is
being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the "Securities Act"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions


                                       B-1

<PAGE>

on transfer enumerated in the Private Placement Legend printed on the 144A
Global Note and/or the Definitive Note and in the Indenture and the Securities
Act.

          2. Check if Transferee will take delivery of a beneficial interest in
the Regulation S Global Note or a Definitive Note pursuant to Regulation S. The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and, accordingly, the Transferor hereby further
certifies that (i) the Transfer is not being made to a person in the United
States and (x) at the time the buy order was originated, the Transferee was
outside the United States or such Transferor and any Person acting on its behalf
reasonably believed and believes that the Transferee was outside the United
States or (y) the transaction was executed in, on or through the facilities of a
designated offshore securities market and neither such Transferor nor any Person
acting on its behalf knows that the transaction was prearranged with a buyer in
the United States, (ii) no directed selling efforts have been made in
contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S
under the Securities Act, (iii) the transaction is not part of a plan or scheme
to evade the registration requirements of the Securities Act and (iv) if the
proposed transfer is being made prior to the expiration of the Restricted
Period, the transfer is not being made to a U.S. Person or for the account or
benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of
the proposed transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will be subject to the
restrictions on Transfer enumerated in the Private Placement Legend printed on
the Regulation S Global Note and/or the Definitive Note and in the Indenture and
the Securities Act.

          3. Check and complete if Transferee will take delivery of a beneficial
interest in the IAI Global Note or a Definitive Note pursuant to any provision
of the Securities Act other than Rule 144A or Regulation S. The Transfer is
being effected in compliance with the transfer restrictions applicable to
beneficial interests in Restricted Global Notes and Restricted Definitive Notes
and pursuant to and in accordance with the Securities Act and any applicable
blue sky securities laws of any state of the United States, and accordingly the
Transferor hereby further certifies that (check one):

          (a) such Transfer is being effected pursuant to and in accordance with
     Rule 144 under the Securities Act;

                                       or

          (b) such Transfer is being effected to the Issuer or a subsidiary
     thereof;

                                       or

          (c) such Transfer is being effected pursuant to an effective
     registration statement under the Securities Act and in compliance with the
     prospectus delivery requirements of the Securities Act;

                                       or

          (d) such Transfer is being effected to an Institutional Accredited
     Investor and pursuant to an exemption from the registration requirements of
     the Securities Act other


                                       B-2

<PAGE>

     than Rule 144A, Rule 144 or Rule 904, and the Transferor hereby further
     certifies that it has not engaged in any general solicitation within the
     meaning of Regulation D under the Securities Act and the Transfer complies
     with the transfer restrictions applicable to beneficial interests in a
     Restricted Global Note or Restricted Definitive Notes and the requirements
     of the exemption claimed, which certification is supported by (1) a
     certificate executed by the Transferee in the form of Exhibit D to the
     Indenture and (2) an Opinion of Counsel provided by the Transferor or the
     Transferee (a copy of which the Transferor has attached to this
     certification), to the effect that such Transfer is in compliance with the
     Securities Act. Upon consummation of the proposed transfer in accordance
     with the terms of the Indenture, the transferred beneficial interest or
     Definitive Note will be subject to the restrictions on transfer enumerated
     in the Private Placement Legend printed on the IAI Global Note and/or the
     Definitive Notes and in the Indenture and the Securities Act.

          4. Check if Transferee will take delivery of a beneficial interest in
an Unrestricted Global Note or of an Unrestricted Definitive Note.

          (a) Check if Transfer is Pursuant to Rule 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.

          (b) Check if Transfer is Pursuant to Regulation S. (i) The Transfer is
being effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.

          (c) Check if Transfer is Pursuant to Other Exemption. (i) The Transfer
is being effected pursuant to and in compliance with an exemption from the
registration requirements of the Securities Act other than Rule 144, Rule 903 or
Rule 904 and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will not be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Global Notes or
Restricted Definitive Notes and in the Indenture.


                                       B-3

<PAGE>

          This certificate and the statements contained herein are made for your
benefit and the benefit of the Issuer.

                                        ----------------------------------------
                                               [Insert Name of Transferor]


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

Dated:
       ------------------------------


                                       B-4

<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

1.   The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (A) OR (B)]

          (A) a beneficial interest in the:

               (i)  144A Global Note (CUSIP __________); or

               (ii) Regulation S Global Note (CUSIP __________); or

               (iii) IAI Global Note (CUSIP __________); or

          (B) a Restricted Definitive Note.

2.   After the Transfer the Transferee will hold:

                                   [CHECK ONE]

          (A) a beneficial interest in the:

               (i)  144A Global Note (CUSIP __________); or

               (ii) Regulation S Global Note (CUSIP __________); or

               (iii) IAI Global Note (CUSIP __________); or

               (iv) Unrestricted Global Note (CUSIP __________); or

          (B) a Restricted Definitive Note; or

          (C) an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.


                                       B-5

<PAGE>

                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Centennial Communications Corp.
3349 Route 38, Building A
Wall, New Jersey 07719
Attention: Tony L. Wolk
Facsimile: 732-556-2245

U.S. Bank National Association.
60 Livingston Avenue
St. Paul, Minnesota 55107-2292
Attention: Corporate Trust Services

          Re: Senior Floating Rate Notes due 2013

     Reference is hereby made to the Indenture, dated as of December 21, 2005
(the "Indenture"), between Centennial Communications Corp., a Delaware
corporation (the "Issuer") and U.S. Bank National Association, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

     __________________________ (the "Owner") owns and proposes to exchange the
Note(s) or interest in such Note(s) specified herein, in the principal amount at
maturity of $____________ in such Note(s) or interests (the "Exchange"). In
connection with the Exchange, the Owner hereby certifies that:

          1. Exchange of Restricted Definitive Notes or Beneficial Interests in
a Restricted Global Note for Unrestricted Definitive Notes or Beneficial
Interests in an Unrestricted Global Note

          (a) Check if Exchange is from beneficial interest in a Restricted
     Global Note to beneficial interest in an Unrestricted Global Note. In
     connection with the Exchange of the Owner's beneficial interest in a
     Restricted Global Note for a beneficial interest in an Unrestricted Global
     Note in an equal principal amount at maturity, the Owner hereby certifies
     (i) the beneficial interest is being acquired for the Owner's own account
     without transfer, (ii) such Exchange has been effected in compliance with
     the transfer restrictions applicable to the Global Notes and pursuant to
     and in accordance with the United States Securities Act of 1933, as amended
     (the "Securities Act"), (iii) the restrictions on transfer contained in the
     Indenture and the Private Placement Legend are not required in order to
     maintain compliance with the Securities Act and (iv) the beneficial
     interest in an Unrestricted Global Note is being acquired in compliance
     with any applicable blue sky securities laws of any state of the United
     States.


                                       C-1

<PAGE>

          (b) Check if Exchange is from beneficial interest in a Restricted
     Global Note to Unrestricted Definitive Note. In connection with the
     Exchange of the Owner's beneficial interest in a Restricted Global Note for
     an Unrestricted Definitive Note, the Owner hereby certifies (i) the
     Definitive Note is being acquired for the Owner's own account without
     transfer, (ii) such Exchange has been effected in compliance with the
     transfer restrictions applicable to the Restricted Global Notes and
     pursuant to and in accordance with the Securities Act, (iii) the
     restrictions on transfer contained in the Indenture and the Private
     Placement Legend are not required in order to maintain compliance with the
     Securities Act and (iv) the Definitive Note is being acquired in compliance
     with any applicable blue sky securities laws of any state of the United
     States.

          (c) Check if Exchange is from Restricted Definitive Note to beneficial
     interest in an Unrestricted Global Note. In connection with the Owner's
     Exchange of a Restricted Definitive Note for a beneficial interest in an
     Unrestricted Global Note, the Owner hereby certifies (i) the beneficial
     interest is being acquired for the Owner's own account without transfer,
     (ii) such Exchange has been effected in compliance with the transfer
     restrictions applicable to Restricted Definitive Notes and pursuant to and
     in accordance with the Securities Act, (iii) the restrictions on transfer
     contained in the Indenture and the Private Placement Legend are not
     required in order to maintain compliance with the Securities Act and (iv)
     the beneficial interest is being acquired in compliance with any applicable
     blue sky securities laws of any state of the United States.

          (d) Check if Exchange is from Restricted Definitive Note to
     Unrestricted Definitive Note. In connection with the Owner's Exchange of a
     Restricted Definitive Note for an Unrestricted Definitive Note, the Owner
     hereby certifies (i) the Unrestricted Definitive Note is being acquired for
     the Owner's own account without transfer, (ii) such Exchange has been
     effected in compliance with the transfer restrictions applicable to
     Restricted Definitive Notes and pursuant to and in accordance with the
     Securities Act, (iii) the restrictions on transfer contained in the
     Indenture and the Private Placement Legend are not required in order to
     maintain compliance with the Securities Act and (iv) the Unrestricted
     Definitive Note is being acquired in compliance with any applicable blue
     sky securities laws of any state of the United States.

          2. Exchange of Restricted Definitive Notes or Beneficial Interests in
Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests
in Restricted Global Notes

          (a) Check if Exchange is from beneficial interest in a Restricted
Global Note to Restricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount at maturity, the Owner hereby
certifies that the Restricted Definitive Note is being acquired for the Owner's
own account without transfer. Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Definitive Note and in
the Indenture and the Securities Act.


                                       C-2

<PAGE>

          (b) Check if Exchange is from Restricted Definitive Note to beneficial
interest in a Restricted Global Note. In connection with the Exchange of the
Owner's Restricted Definitive Note for a beneficial interest in the [CHECK ONE]
______________ 144A Global Note, _____________ Regulation S Global Note,
____________ IAI Global Note with an equal principal amount at maturity, the
Owner hereby certifies (i) the beneficial interest is being acquired for the
Owner's own account without transfer and (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to the Restricted Global
Notes and pursuant to and in accordance with the Securities Act, and in
compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Exchange in accordance with the
terms of the Indenture, the beneficial interest issued will be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the relevant Restricted Global Note and in the Indenture and the Securities Act.

          This certificate and the statements contained herein are made for your
benefit and the benefit of the Issuer.

                                        ----------------------------------------
                                               [Insert Name of Transferor]


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

Dated:
       ------------------------------


                                       C-3

<PAGE>

                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

[_________]

          Re: Senior Floating Rate Notes due 2013

     Reference is hereby made to the Indenture, dated as of December 21, 2005
(the "Indenture"), between Centennial Communications Corp., a Delaware
corporation (the "Issuer") and U.S. Bank National Association, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

          In connection with our proposed purchase of $____________ aggregate
principal amount at maturity of:

          (a)  :beneficial interest in a Global Note, or

          (b)  :a Definitive Note,

we confirm that:

          1. We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "Securities Act").

          2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Issuer or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Issuer a signed letter
substantially in the form of this letter and an Opinion of Counsel in form
reasonably acceptable to the Issuer to the effect that such transfer is in
compliance with the Securities Act, (D) outside the United States in accordance
with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the
provisions of Rule 144(k) under the Securities Act or (F) pursuant to an
effective registration statement under the Securities Act, and we further agree
to provide to any person purchasing the Definitive Note or beneficial interest
in a Global Note from


                                       D-1

<PAGE>

us in a transaction meeting the requirements of clauses (A) through (E) of this
paragraph a notice advising such purchaser that resales thereof are restricted
as stated herein.

          3. We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to you and the
Issuer such certifications, legal opinions and other information as you and the
Issuer may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.

          4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

          5. We are acquiring the Notes or beneficial interest therein purchased
by us for our own account or for one or more accounts (each of which is an
institutional "accredited investor") as to each of which we exercise sole
investment discretion.

          You and the Issuer are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

                                        ----------------------------------------
                                          [Insert Name of Accredited Investor]


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

Dated:
       ------------------------------


                                       D-2