<PAGE>   1
                                                                     EXHIBIT 4.9

                                                                  EXECUTION COPY


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


                               Classic Cable, Inc.

                              SERIES A AND SERIES B
                   10 1/2% SENIOR SUBORDINATED NOTES DUE 2010

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

                                    INDENTURE

                          Dated as of February 16, 2000

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

                    Chase Bank of Texas, National Association


                                     Trustee

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


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


<PAGE>   2


                             CROSS-REFERENCE TABLE*


<TABLE>
<CAPTION>
      Trust Indenture
        Act Section                                                                Indenture Section
<S>                                                                                <C>
        310(a)(1).............................................................             7.10
           (a)(2).............................................................             7.10
           (a)(3).............................................................             N.A.
           (a)(4).............................................................             N.A.
           (a)(5).............................................................             7.10
           (b)................................................................             7.10
           (c)................................................................             N.A.
        311(a)................................................................             7.11
           (b)................................................................             7.11
           (c)................................................................             N.A.
        312(a)................................................................             2.05
           (b)................................................................            11.03
           (c)................................................................            11.03
        313(a)................................................................             7.06
           (b)(1).............................................................            10.03
           (b)(2).............................................................             7.07
           (c)................................................................          7.06;11.02
           (d)................................................................             7.06
        314(a)................................................................          4.03;11.02
           (b)................................................................            10.02
           (c)(1).............................................................            11.04
           (c)(2).............................................................            11.04
           (c)(3).............................................................             N.A.
           (d)................................................................             N.A.
           (e)................................................................            11.05
           (f)................................................................             N.A.
        315(a)................................................................             7.01
           (b)................................................................          7.05,11.02
           (c)................................................................             7.01
           (d)................................................................             7.01
           (e)................................................................             6.11
        316(a) (last sentence)................................................             2.09
           (a)(1)(A)..........................................................             6.05
           (a)(1)(B)..........................................................             6.04
           (a)(2).............................................................             N.A.
           (b)................................................................             6.07
           (c)................................................................             2.12
        317(a)(1).............................................................             6.08
           (a)(2).............................................................             6.09
           (b)................................................................             2.04
        318(a)................................................................            11.01
           (b)................................................................             N.A.
           (c)................................................................            11.01
</TABLE>

         N.A. means not applicable.
         * This Cross-Reference Table is not part of the Indenture.


<PAGE>   3

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                               Page
<S>               <C>                                                                                          <C>
                                                    ARTICLE 1
                                          DEFINITIONS AND INCORPORATION
                                                   BY REFERENCE

Section 1.01.     Definitions.....................................................................................1
Section 1.02.     Other Definitions..............................................................................22
Section 1.03.     Incorporation by Reference of Trust Indenture Act..............................................22
Section 1.04.     Rules of Construction..........................................................................23

                                                    ARTICLE 2
                                                    THE NOTES

Section 2.01.     Form and Dating................................................................................23
Section 2.02.     Execution and Authentication...................................................................24
Section 2.03.     Registrar and Paying Agent.....................................................................25
Section 2.04.     Paying Agent to Hold Money in Trust............................................................25
Section 2.05.     Holder Lists...................................................................................25
Section 2.06.     Transfer and Exchange..........................................................................25
Section 2.07.     Replacement Notes..............................................................................37
Section 2.08.     Outstanding Notes..............................................................................37
Section 2.09.     Treasury Notes.................................................................................37
Section 2.10.     Temporary Notes................................................................................38
Section 2.11.     Cancellation...................................................................................38
Section 2.12.     Defaulted Interest.............................................................................38

                                                    ARTICLE 3
                                            REDEMPTION AND PREPAYMENT

Section 3.01.     Notices to Trustee.............................................................................38
Section 3.02.     Selection of Notes to Be Redeemed..............................................................39
Section 3.03.     Notice of Redemption...........................................................................39
Section 3.04.     Effect of Notice of Redemption.................................................................40
Section 3.05.     Deposit of Redemption Price....................................................................40
Section 3.06.     Notes Redeemed in Part.........................................................................40
Section 3.07.     Optional Redemption............................................................................40
Section 3.08.     Mandatory Redemption...........................................................................41
Section 3.09.     Offer to Purchase by Application of Excess Proceeds............................................41

                                                    ARTICLE 4
                                                    COVENANTS

Section 4.01.     Payment of Notes...............................................................................43
Section 4.02.     Maintenance of Office or Agency................................................................43
Section 4.03.     Reports........................................................................................44
Section 4.04.     Compliance Certificate.........................................................................44
Section 4.05.     Taxes..........................................................................................45
Section 4.06.     Stay, Extension and Usury Laws.................................................................45
Section 4.07.     Restricted Payments............................................................................45
Section 4.08.     Dividend and Other Payment Restrictions Affecting Subsidiaries.................................47
Section 4.09.     Incurrence of Indebtedness and Issuance of Preferred Stock.....................................49
</TABLE>


                                       i
<PAGE>   4

<TABLE>
<S>               <C>                                                                                          <C>
Section 4.10.     Asset Sales....................................................................................51
Section 4.11.     Transactions with Affiliates...................................................................52
Section 4.12.     Liens..........................................................................................53
Section 4.13.     Corporate Existence............................................................................54
Section 4.14.     Offer to Repurchase Upon Change of Control.....................................................54
Section 4.15.     No Senior Subordinated Debt....................................................................55
Section 4.16.     Limitation on Sale and Leaseback Transactions..................................................55
Section 4.17.     Limitation on Issuances and Sales of Equity Interests in Wholly Owned Subsidiaries.............56
Section 4.18.     Designation of Restricted and Unrestricted Subsidiaries........................................56
Section 4.19.     Additional Note Guarantees.....................................................................56

                                                    ARTICLE 5
                                                    SUCCESSORS

Section 5.01.     Merger, Consolidation, or Sale of Assets.......................................................57
Section 5.02.     Successor Corporation Substituted..............................................................57

                                                    ARTICLE 6
                                              DEFAULTS AND REMEDIES

Section 6.01.     Events of Default..............................................................................58
Section 6.02.     Acceleration...................................................................................59
Section 6.03.     Other Remedies.................................................................................60
Section 6.04.     Waiver of Past Defaults........................................................................60
Section 6.05.     Control by Majority............................................................................60
Section 6.06.     Limitation on Suits............................................................................61
Section 6.07.     Rights of Holders of Notes to Receive Payment..................................................61
Section 6.08.     Collection Suit by Trustee.....................................................................61
Section 6.09.     Trustee May File Proofs of Claim...............................................................61
Section 6.10.     Priorities.....................................................................................62
Section 6.11.     Undertaking for Costs..........................................................................62

                                                    ARTICLE 7
                                                     TRUSTEE

Section 7.01.     Duties of Trustee..............................................................................63
Section 7.02.     Rights of Trustee..............................................................................64
Section 7.03.     Individual Rights of Trustee...................................................................65
Section 7.04.     Trustee's Disclaimer...........................................................................65
Section 7.05.     Notice of Defaults.............................................................................65
Section 7.06.     Reports by Trustee to Holders of the Notes.....................................................65
Section 7.07.     Compensation and Indemnity.....................................................................66
Section 7.08.     Replacement of Trustee.........................................................................66
Section 7.09.     Successor Trustee by Merger, etc...............................................................67
Section 7.10.     Eligibility; Disqualification..................................................................67
Section 7.11.     Preferential Collection of Claims Against Company..............................................68

                                                    ARTICLE 8
                                     LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01.     Option to Effect Legal Defeasance or Covenant Defeasance.......................................68
Section 8.02.     Legal Defeasance and Discharge.................................................................68
Section 8.03.     Covenant Defeasance............................................................................68
</TABLE>


                                       ii

<PAGE>   5

<TABLE>
<S>               <C>                                                                                           <C>
Section 8.04.     Conditions to Legal or Covenant Defeasance......................................................69
Section 8.05.     Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions...70
Section 8.06.     Repayment to Company............................................................................70
Section 8.07.     Reinstatement...................................................................................71

                                                    ARTICLE 9
                                         AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01.     Without Consent of Holders of Notes.............................................................71
Section 9.02.     With Consent of Holders of Notes................................................................72
Section 9.03.     Compliance with Trust Indenture Act.............................................................73
Section 9.04.     Revocation and Effect of Consents...............................................................73
Section 9.05.     Notation on or Exchange of Notes................................................................74
Section 9.06.     Trustee to Sign Amendments, etc.................................................................74

                                                    ARTICLE 10
                                                  SUBORDINATION

Section 10.01.    Agreement to Subordinate........................................................................74
Section 10.02.    Liquidation; Dissolution; Bankruptcy............................................................74
Section 10.03.    Default on Designated Senior Debt...............................................................75
Section 10.04.    Acceleration of Securities......................................................................76
Section 10.05.    When Distribution Must Be Paid Over.............................................................76
Section 10.06.    Notice by Company...............................................................................76
Section 10.07.    Subrogation.....................................................................................76
Section 10.08.    Relative Rights.................................................................................76
Section 10.09.    Subordination May Not Be Impaired by Company....................................................77
Section 10.10.    Distribution or Notice to Representative........................................................77
Section 10.11.    Rights of Trustee and Paying Agent..............................................................77
Section 10.12.    Authorization to Effect Subordination...........................................................78
Section 10.13.    Amendments......................................................................................78

                                                    ARTICLE 11
                                                 NOTE GUARANTEES

Section 11.01.    Guarantee.......................................................................................78
Section 11.02.    Subordination of Note Guarantee.................................................................79
Section 11.03.    Limitation on Guarantor Liability...............................................................79
Section 11.04.    Execution and Delivery of Note Guarantee........................................................79
Section 11.05.    Guarantors May Consolidate, etc., on Certain Terms..............................................80
Section 11.06.    Releases Following Sale of Assets...............................................................80

                                                    ARTICLE 12
                                            SATISFACTION AND DISCHARGE

Section 12.01.    Satisfaction and Discharge......................................................................81
Section 12.02.    Application of Trust Money......................................................................82

                                                    ARTICLE 13
                                                  MISCELLANEOUS

Section 13.01.    Trust Indenture Act Controls....................................................................82
Section 13.02.    Notices.........................................................................................82
</TABLE>


                                      iii

<PAGE>   6

<TABLE>
<S>               <C>                                                                                           <C>
Section 13.03.    Communication by Holders of Notes with Other Holders of Notes...................................84
Section 13.04.    Certificate and Opinion as to Conditions Precedent..............................................84
Section 13.05.    Statements Required in Certificate or Opinion...................................................84
Section 13.06.    Rules by Trustee and Agents.....................................................................85
Section 13.07.    No Personal Liability of Directors, Officers, Employees and Stockholders........................85
Section 13.08.    Governing Law...................................................................................85
Section 13.09.    No Adverse Interpretation of Other Agreements...................................................85
Section 13.10.    Successors......................................................................................85
Section 13.11.    Severability....................................................................................85
Section 13.12.    Counterpart Originals...........................................................................85
Section 13.13.    Table of Contents, Headings, etc................................................................86
</TABLE>


                                    EXHIBITS

Exhibit A1        FORM OF NOTE
Exhibit A2        FORM OF REGULATION S TEMPORARY GLOBAL NOTE
Exhibit B         FORM OF CERTIFICATE OF TRANSFER
Exhibit C         FORM OF CERTIFICATE FROM EXCHANGE
Exhibit D         FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED
                  INVESTOR
Exhibit E         FORM OF NOTE GUARANTEE
Exhibit F         FORM OF SUPPLEMENTAL INDENTURE

                                       iv


<PAGE>   7

         INDENTURE dated as of February 16, 2000 between Classic Cable, Inc., a
Delaware corporation (the "Company" or "Classic"), the Guarantors listed on
Schedule 1 hereto and Chase Bank of Texas, National Association, as trustee (the
"Trustee").

         The Company and the Trustee agree as follows for the benefit of each
other and for the equal and ratable benefit of the Holders of the 10 1/2% Series
A Senior Subordinated Notes due 2010 (the "Series A Notes") and the 10 1/2%
Series B Senior Subordinated Notes due 2010 (the "Series B Notes" and, together
with the Series A Notes, the "Notes"):


                                    ARTICLE 1
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01.     Definitions.

         "144A Global Note" means a global note substantially in the form of
Exhibit A1 hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule 144A.

         "Acquired Debt" means, with respect to any specified Person:

(1)  Indebtedness of any other Person existing at the time such other Person is
     merged with or into or became a Subsidiary of such specified Person,
     whether or not such Indebtedness is incurred in connection with, or in
     contemplation of, such other Person merging with or into, or becoming a
     Subsidiary of, such specified Person; and

(2)  Indebtedness secured by a Lien encumbering any asset acquired by such
     specified Person.

         "Additional Notes" means up to $100.0 million aggregate principal
amount of Notes (other than the Initial Notes) issued under this Indenture in
accordance with Sections 2.02 and 4.09 hereof, as part of the same series as the
Initial Notes.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that beneficial ownership of more than 5% of
the Voting Stock of a Person shall be deemed to be control. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" shall have correlative meanings.

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

         "Applicable Premium" means, with respect to any Note on any redemption
date, the greater of:

(1)  1.0% of the principal amount of the Note; or


                                       1
<PAGE>   8

(2)  the excess of:

         (a)   the present value at such redemption date of (i) the redemption
               price of the Note at March 1, 2005 (such redemption price being
               set forth in the table in Section 3.07 hereof) plus (ii) all
               required interest payments due on the Note through March 1, 2005
               (excluding accrued but unpaid interest), computed using a
               discount rate equal to the Treasury Rate as of such redemption
               date plus 50 basis points; over

         (b)   the principal amount of the Note, if greater.

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

         "Asset Acquisition" means (a) an Investment by Classic or any
Restricted Subsidiary in any other Person pursuant to which such Person shall
become a Restricted Subsidiary or shall be consolidated or merged with or into
Classic or any Restricted Subsidiary, or (b) any acquisition by Classic or any
Restricted Subsidiary of the assets of any Person that constitute substantially
all of an operating unit, a division or line of business of such Person or that
is otherwise outside of the ordinary course of business.

         "Asset Sale" means:

(1)  the sale, lease, conveyance or other disposition of any assets or rights,
     other than in the ordinary course of business consistent with past
     practices; provided that the sale, conveyance or other disposition of all
     or substantially all of the assets of Classic and its Subsidiaries taken as
     a whole will be governed by the provisions of Section 4.14 hereof and/or
     the provisions of Section 5.01 hereof and not by the provisions of Section
     4.10 hereof; and

(2)  the issuance or sale of Equity Interests in any of Classic's Restricted
     Subsidiaries or the sale of Equity Interests in any of its Subsidiaries.

         Notwithstanding the preceding, the following items shall not be deemed
to be Asset Sales:

(1)  any single transaction or series of related transactions that involves
     assets having a fair market value of less than $1.0 million or results in
     net proceeds to Classic and its Restricted Subsidiaries of less than $1.0
     million;

(2)  transfers of assets between or among Classic and its Wholly Owned
     Restricted Subsidiaries,

(3)  an issuance of Equity Interests by a Wholly Owned Restricted Subsidiary to
     Classic or to another Wholly Owned Restricted Subsidiary;

(4)  the sale or lease of equipment, inventory, accounts receivable or other
     assets in the ordinary course of business;

(5)  the sale or other disposition of cash or Cash Equivalents;

(6)  a Restricted Payment or Permitted Investment that is permitted by Section
     4.07 hereof; and


                                       2
<PAGE>   9

(7)  the sale of property or equipment that has become worn out, damaged or
     otherwise unsuitable for use in the business of Classic or any of its
     Restricted Subsidiaries.

         "Asset Swap" means an exchange of assets by Classic or a Restricted
Subsidiary of Classic for:

(1)  one or more Permitted Businesses;

(2)  a controlling equity interest in any Person whose assets consist primarily
     of one or more Permitted Businesses;

(3)  cash; and/or

(4)  long-term assets that are used in a Permitted Business.

         "Attributable Debt" in respect of a sale and leaseback transaction
means, at the time of determination, the present value of the obligation of the
lessee for net rental payments during the remaining term of the lease included
in such sale and leaseback transaction including any period for which such lease
has been extended or may, at the option of the lessor, be extended. Such present
value shall be calculated using a discount rate equal to the rate of interest
implicit in such transaction, determined in accordance with GAAP.

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

         "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3
and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as that term is used in Section 13(d)(3)
of the Exchange Act), such "person" shall be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The terms
"Beneficially Owns" and "Beneficially Owned" shall have a corresponding meaning.

         "Board of Directors" means the Board of Directors of the Company, or
any authorized committee of the Board of Directors.

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

         "Business Day" means any day other than a Legal Holiday.

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

         "Capital Stock" means:

(1)  in the case of a corporation, corporate stock;


                                       3
<PAGE>   10

(2)  in the case of an association or business entity, any and all shares,
     interests, participations, rights or other equivalents (however designated)
     of corporate stock;

(3)  in the case of a partnership or limited liability company, partnership or
     membership interests (whether general or limited); and

(4)  any other interest, other than any straight debt obligation, or
     participation that confers on a Person the right to receive a share of the
     profits and losses of, or distributions of assets of, the issuing Person.

         "Cash Equivalents" means:

(1)  United States dollars;

(2)  securities issued or directly and fully guaranteed or insured by the United
     States government or any agency or instrumentality thereof (provided that
     the full faith and credit of the United States is pledged in support
     thereof) having maturities of not more than six months from the date of
     acquisition;

(3)  certificates of deposit and eurodollar time deposits with maturities of six
     months or less from the date of acquisition, bankers' acceptances with
     maturities not exceeding six months and overnight bank deposits, in each
     case, with any domestic commercial bank that is either (x) a party to the
     Credit Agreement or (y) a member of the Federal Reserve Bank having capital
     and surplus in excess of $500.0 million and a Thompson Bank Watch Rating of
     "B" or better;

(4)  repurchase obligations with a term of not more than seven days for
     underlying securities of the types described in clauses (2) and (3) above
     entered into with any financial institution meeting the qualifications
     specified in clause (3) above;

(5)  commercial paper having a P-1 rating from Moody's Investors Service, Inc.
     or an A-1 rating from Standard & Poor's Rating Services and in each case
     maturing within six months after the date of acquisition; and

(6)  money market funds having assets in excess of $100.0 million, at least 95%
     of the assets of which constitute Cash Equivalents of the kinds described
     in clauses (1) through (5) of this definition.

         "CCI" means Classic Communications, Inc., a Delaware corporation, and
the direct parent of Classic.

         "Cedel" means Cedel Bank, SA.

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

(1)  the direct or indirect sale, transfer, conveyance or other disposition
     (other than by way of merger or consolidation), in one or a series of
     related transactions, of all or substantially all of the properties or
     assets of CCI, Classic and its Restricted Subsidiaries, taken as a whole to
     any "person" (as that term is used in Section 13(d)(3) of the Exchange
     Act), other than Classic or any of its Restricted Subsidiaries;


                                       4
<PAGE>   11

(2)  the adoption of a plan relating to the liquidation or dissolution of
     Classic;

(3)  the consummation of any transaction (including, without limitation, any
     merger or consolidation) the result of which is that any "person" (as
     defined above), other than the Principals and their Related Parties or a
     Permitted Group, becomes the Beneficial Owner, directly or indirectly, of
     more than 35% of the Voting Stock of CCI, measured by voting power rather
     than number of shares;

(4)  the first day on which a majority of the members of the Board of Directors
     of CCI or Classic are not Continuing Directors;

(5)  CCI or Classic consolidates with, or merges with or into, any Person, or
     any Person consolidates with, or merges with or into, CCI or Classic, in
     any such event pursuant to a transaction in which any of the outstanding
     Voting Stock of CCI or Classic or such other Person is converted into or
     exchanged for cash, securities or other property, other than any such
     transaction where the Voting Stock of CCI or Classic outstanding
     immediately prior to such transaction is converted into or exchanged for
     Voting Stock (other than Disqualified Stock) of the surviving or transferee
     Person constituting a majority of the outstanding shares of such Voting
     Stock of such surviving or transferee Person (immediately after giving
     effect to such issuance); or

(6)  the first day on which the CCI ceases to own 100% of the outstanding Equity
     Interests of Classic.

         "Company" or "Classic" means Classic Cable, Inc., a Delaware
corporation, and any and all successors thereto.

         "Consolidated Cash Flow" means, with respect to any specified Person
for any period, the Consolidated Net Income of such Person for such period plus:

(1)  an amount equal to any extraordinary loss plus any net loss realized by
     such Person or any of its Restricted Subsidiaries in connection with an
     Asset Sale, to the extent such losses were deducted in computing such
     Consolidated Net Income; plus

(2)  provision for taxes based on income or profits of such Person and its
     Subsidiaries for such period, to the extent that such provision for taxes
     was deducted in computing such Consolidated Net Income; plus

(3)  consolidated interest expense of such Person and its Restricted
     Subsidiaries for such period, whether paid or accrued and whether or not
     capitalized (including, without limitation, amortization of debt issuance
     costs and original issue discount, non-cash interest payments, the interest
     component of any deferred payment obligations, the interest component of
     all payments associated with Capital Lease Obligations, imputed interest
     with respect to Attributable Debt, commissions, discounts and other fees
     and charges incurred in respect of letter of credit or bankers' acceptance
     financings, and net of the effect of all payments made or received pursuant
     to Hedging Obligations), to the extent that any such expense was deducted
     in computing such Consolidated Net Income; plus

(4)  depreciation, amortization (including amortization of goodwill and other
     intangibles) and other non-cash expenses (excluding any such non-cash
     expense to the extent that it represents an accrual of or reserve for cash
     expenses in any future period) of such Person and its Restricted
     Subsidiaries


                                       5
<PAGE>   12

     for such period to the extent that such depreciation, amortization and
     other non-cash expenses were deducted in computing such Consolidated Net
     Income; plus

(5)  all transaction fees paid or accrued on or prior to the date of this
     Indenture, to officers of Classic, in connection with transactions
     consummated prior to or on the date of this Indenture; plus

(6)  all fees paid to officers of Classic after July 28, 1999 in connection with
     acquisitions or dispositions, provided that not more than an aggregate of
     $1.0 million of such fees may be included pursuant to this clause (6) in
     any twelve-month period; minus

(7)  non-cash items increasing such Consolidated Net Income (including the
     partial or entire reversal of reserves taken in prior periods) for such
     period, other than the accrual of revenue in the ordinary course of
     business,

in each case, on a consolidated basis and determined in accordance with GAAP.

         "Consolidated Indebtedness" means, with respect to any Person as of any
date of determination, the sum, without duplication, of (i) the total amount of
Indebtedness of such Person and its Restricted Subsidiaries, plus (ii) the
aggregate liquidation value of all Disqualified Stock of such Person and all
preferred stock of Restricted Subsidiaries of such Person, less (iii) Hedging
Obligations that would be a liability on the balance sheet, in each case,
determined on a consolidated basis in accordance with GAAP.

         "Consolidated Interest Expense" means, with respect to any Person for
any period, without duplication, the sum of (i) the consolidated interest
expense of such Person and its Restricted Subsidiaries for such period, whether
paid or accrued (including, without limitation, amortization of original issue
discount, non-cash interest payments, the interest component of any deferred
payment obligations, the interest component of all payments associated with
Capital Lease Obligations, imputed interest with respect to Attributable Debt,
commissions, discounts and other fees and charges incurred in respect of letter
of credit or bankers' acceptance financings, all calculated after taking into
account the effect of all Hedging Obligations, and (ii) the consolidated
interest expense of such Person and its Subsidiaries that was capitalized during
such period, and (iii) any interest expense on Indebtedness of another Person
that is guaranteed by such Person or one of its Subsidiaries or secured by a
Lien on assets of such Person or one of its Subsidiaries (whether or not such
Guarantee or Lien is called upon) and (iv) the product of (a) all dividend
payments on any series of preferred stock of such Person or any of its
Subsidiaries, times (b) a fraction, the numerator of which is one and the
denominator of which is one minus the then current combined federal, state and
local statutory tax rate of such Person, expressed as a decimal, in each case,
on a consolidated basis and in accordance with GAAP.

         "Consolidated Net Income" means, with respect to any specified Person
for any period, the aggregate of the Net Income of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis, determined in
accordance with GAAP; provided that:

(1)  the Net Income (but not loss) of any Person that is not a Restricted
     Subsidiary or that is accounted for by the equity method of accounting
     shall be included only to the extent of the amount of dividends or
     distributions paid in cash to the specified Person or a Wholly Owned
     Restricted Subsidiary thereof;


                                       6
<PAGE>   13

(2)  the Net Income of any Restricted Subsidiary shall be excluded to the extent
     that the declaration or payment of dividends or similar distributions by
     that Restricted Subsidiary of that Net Income is not at the date of
     determination permitted without any prior governmental approval (that has
     not been obtained) or, directly or indirectly, by operation of the terms of
     its charter or any agreement, instrument, judgment, decree, order, statute,
     rule or governmental regulation applicable to that Subsidiary or its
     stockholders;

(3)  the Net Income of any Person acquired in a pooling of interests transaction
     for any period prior to the date of such acquisition shall be excluded;

(4)  the cumulative effect of a change in accounting principles shall be
     excluded; and

(5)  the Net Income (but not loss) of any Unrestricted Subsidiary shall be
     excluded, whether or not distributed to the specified Person or one of its
     Subsidiaries.

         "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors of Classic or CCI, as the case may be, who:

(1)  was a member of such Board of Directors on the date of this Indenture; or

(2)  was nominated for election or elected to such Board of Directors with the
     approval of a majority of the Continuing Directors who were members of such
     Board at the time of such nomination or election; or

(3)  is a representative of or was approved by Brera Classic, L.L.C., or one of
     its Affiliates.

         "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 11.02 hereof or such other address as to which the
Trustee may give notice to the Company.

         "Credit Agreement" means that certain Credit Agreement, dated as of
July 28, 1999, as amended, by and among Classic and Goldman Sachs Credit
Partners L.P., The Chase Manhattan Bank and Union Bank of California, providing
for $200.0 million in term loan facilities, up to $75.0 million of revolving
credit borrowings, and an additional $200.0 million incremental facility on a
term loan basis, including any related notes, guarantees, collateral documents,
instruments and agreements executed in connection therewith, and, in each case,
as amended, modified, renewed, refunded, replaced or refinanced from time to
time.

         "Credit Facilities" means, one or more debt facilities (including,
without limitation, the Credit Agreement) or commercial paper facilities, in
each case with banks or other institutional lenders providing for revolving
credit loans, term loans, 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) or letters of credit, in each case, as
amended, restated, modified, renewed, refunded, replaced or refinanced in whole
or in part from time to time.

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


                                       7
<PAGE>   14

         "Debt to Cash Flow Ratio" means, as of any date of determination (the
"Determination Date"), the ratio of (a) the Consolidated Indebtedness of Classic
as of such Determination Date to (b) four times the Consolidated Cash Flow of
Classic for the latest three months for which financial information is available
preceding such Determination Date (the "Measurement Period"), determined on a
pro forma basis after giving effect to all acquisitions or dispositions of
assets made by Classic and its Subsidiaries from the beginning of such
three-month period through and including such Determination Date (including any
related financing transactions) as if such acquisitions and dispositions had
occurred at the beginning of such three-month period. For purposes of
calculating Consolidated Cash Flow for the Measurement Period immediately prior
to the relevant Determination Date, (i) any Person that is a Restricted
Subsidiary on the Determination Date (or would become a Restricted Subsidiary on
such Determination Date in connection with the transaction that requires the
determination of such Consolidated Cash Flow) will be deemed to have been a
Restricted Subsidiary at all times during the Measurement Period; (ii) any
Person that is not a Restricted Subsidiary on such Determination Date (or would
cease to be a Restricted Subsidiary on such Determination Date in connection
with the transaction that requires the determination of such Consolidated Cash
Flow) will be deemed not to have been a Restricted Subsidiary at any time during
such Measurement Period; and (iii) if Classic or any Restricted Subsidiary shall
have in any manner (x) acquired (including through an Asset Acquisition or the
commencement of activities constituting such operating business) or (y) disposed
of (including by way of an Asset Sale or the termination or discontinuance of
activities constituting such operating business) any operating business during
such Measurement Period or after the end of such period and on or prior to such
Determination Date, such calculation will be made on a pro forma basis in
accordance with generally accepted accounting principles consistently applied,
as if, in the case of an Asset Acquisition or the commencement of activities
constituting such operating business, all such transactions had been consummated
on the first day of such Measurement Period, and, in the case of an Asset Sale
or termination or discontinuance of activities constituting such operating
business, all such transactions had been consummated prior to the first day of
such Measurement Period.

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

         "Definitive Note" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.06 hereof,
substantially in the form of Exhibit A1 hereto except that such Note shall not
bear the Global Note Legend and shall not have the "Schedule of Exchanges of
Interests in the Global Note" attached thereto.

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

         "Designated Senior Debt" means:

(1)  any Indebtedness outstanding under the Credit Agreement; and

(2)  any other Senior Debt permitted under this Indenture the principal amount
     of which is $50.0 million or more and that has been designated by Classic
     as "Designated Senior Debt."

         "Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder thereof),


                                       8
<PAGE>   15

or upon the happening of any event, matures or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or redeemable at the option
of the holder thereof, in whole or in part, on or prior to the earlier of the
date on which the Notes mature and the date on which no Notes remain
outstanding. Notwithstanding the preceding sentence, any Capital Stock that
would constitute Disqualified Stock solely because the holders thereof have the
right to require Classic to repurchase such Capital Stock upon the occurrence of
a change of control or an asset sale shall not constitute Disqualified Stock if
the terms of such Capital Stock provide that Classic may not repurchase or
redeem any such Capital Stock pursuant to such provisions unless such repurchase
or redemption complies with Section 4.07 hereof.

         "Domestic Subsidiary" means any Restricted Subsidiary that was formed
under the laws of the United States or any state thereof or the District of
Columbia or that guarantees or otherwise provides direct credit support for any
Indebtedness of Classic.

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

         "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear system.

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

         "Exchange Notes" means the Notes issued in the Exchange Offer pursuant
to Section 2.06(f) hereof.

         "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.

         "Existing Indebtedness" means Indebtedness of Classic and its
Subsidiaries, including refinancings thereof, (other than Indebtedness under the
Credit Agreement) in existence on the date of this Indenture, until such amounts
are repaid.

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

         "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, substantially in the
form of Exhibit A hereto issued in accordance with Section 2.01, 2.06(b)(iv),
2.06(d)(ii) or 2.06(f) hereof.

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

         "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the
United States pledges its full faith and credit.


                                       9
<PAGE>   16

         "Guarantee" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness, measured as the lesser of the
aggregate outstanding amount of the Indebtedness so guaranteed and the face
amount of the guarantee.

         "Guarantors" means each of:

(1)  Classic's Domestic Subsidiaries on the date of this Indenture; and

(2)  any other subsidiary that executes a Note Guarantee in accordance with the
     provisions of this Indenture;

and their respective successors and assigns.

         "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under:

(1)  interest rate swap agreements, interest rate cap agreements and interest
     rate collar agreements; and

(2)  other agreements or arrangements designed to protect such Person against
     fluctuations in interest rates.

         "Holder" means a Person in whose name a Note is registered.

         "IAI Global Note" means the global Note substantially in the form of
Exhibit A1 hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of and registered in the name of the
Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold to Institutional Accredited
Investors.

         "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent:

(1)  in respect of borrowed money;

(2)  evidenced by bonds, notes, debentures or similar instruments or letters of
     credit (or reimbursement agreements in respect thereof);

(3)  in respect of banker's acceptances;

(4)  representing Capital Lease Obligations of such Person and all Attributable
     Debt in respect of sale and leaseback transactions entered into by such
     Person;

(5)  in respect of the balance deferred and unpaid of the purchase price of any
     property, except any such balance that constitutes an accrued expense or
     trade payable; or

(6)  representing any Hedging Obligations,


                                       10
<PAGE>   17

if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) and, to the extent not otherwise included, the Guarantee
by the specified Person of any indebtedness of any other Person.

         The amount of any Indebtedness outstanding as of any date shall be:

(1)  the accreted value thereof, in the case of any Indebtedness issued with
     original issue discount; and

(2)  the outstanding principal amount thereof, together with any interest
     thereon that is more than 30 days past due, in the case of any other
     Indebtedness.

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

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

         "Initial Notes" means the first $175.0 aggregate principal amount of
Notes issued under this Indenture on the date hereof.

         "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.

         "Investments" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees or other extensions of credit), advances or
capital contributions (excluding commission, travel, moving and similar advances
to officers and employees made in the ordinary course of business), purchases or
other acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP and include the
designation of a Restricted Subsidiary as an Unrestricted Subsidiary. If Classic
or any Restricted Subsidiary of Classic sells or otherwise disposes of any
Equity Interests of any direct or indirect Restricted Subsidiary of Classic such
that, after giving effect to any such sale or disposition, such Person is no
longer a Subsidiary of Classic, Classic shall be deemed to have made an
Investment on the date of any such sale or disposition equal to the fair market
value of the Equity Interests of such Subsidiary not sold or disposed of in an
amount determined as provided in the final paragraph of Section 4.07 hereof.

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

         "Letter of Transmittal" means the letter of transmittal to be prepared
by the Company and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

         "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest, hypothecation, assignment for security or encumbrance
of any kind in respect of such asset, whether or not


                                       11
<PAGE>   18

filed, recorded or otherwise perfected under applicable law, including any
conditional sale or capital lease or other title retention agreement, any lease
in the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

         "Management and Advisory Fee Agreement" means the agreement by and
between CCI and Brera Classic, L.L.C., dated as of May 24, 1999.

         "Net Income" means, with respect to any specified Person, the net
income (loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however:

(1)  any gain (but not loss), together with any related provision for taxes on
     such gain (but not loss), realized in connection with: (a) any Asset Sale;
     or (b) the disposition of any securities by such Person or any of its
     Restricted Subsidiaries or the extinguishment of any Indebtedness of such
     Person or any of its Restricted Subsidiaries; and

(2)  any extraordinary gain (but not loss), together with any related provision
     for taxes on such extraordinary gain (but not loss).

         "Net Proceeds" means the aggregate cash proceeds received by Classic or
any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of:

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

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

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

(4)  the deduction of appropriate amounts to be provided by the seller as a
     reserve, in accordance with GAAP, against any liabilities associated with
     the assets disposed of in such Asset Sale and retained by Classic or any
     Restricted Subsidiary after such Asset Sale.

         "Non-Recourse Debt" means Indebtedness:

(1)  as to which neither Classic nor any of its Restricted Subsidiaries (a)
     provides credit support of any kind (including any undertaking, agreement
     or instrument that would constitute Indebtedness), (b) is directly or
     indirectly liable as a guarantor or otherwise, or (c) constitutes the
     lender;

(2)  no default with respect to which (including any rights that the holders
     thereof may have to take enforcement action against an Unrestricted
     Subsidiary) would permit upon notice, lapse of time or


                                       12
<PAGE>   19

     both any holder of any other Indebtedness (other than the Notes) of Classic
     or any of its Restricted Subsidiaries to declare a default on such other
     Indebtedness or cause the payment thereof to be accelerated or payable
     prior to its stated maturity; and

(3)  as to which the lenders have been notified in writing that they will not
     have any recourse to the stock or assets of Classic or any of its
     Restricted Subsidiaries.

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

         "Note Guarantee" means the Guarantee by each Guarantor of the Company's
payment obligations under this Indenture and on the Notes, executed pursuant to
the provisions of this Indenture.

         "Notes" has the meaning assigned to it in the preamble to this
Indenture. The Initial Notes and the Additional Notes shall be treated as a
single class for all purposes under this Indenture.

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

         "Offering" means the offering of the Notes by the Company.

         "Officer" means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the President, the Chief Operating Officer, the
Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller,
the Secretary or any Vice-President of such Person.

         "Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Section 11.05 hereof.

         "Opinion of Counsel" means an opinion from legal counsel who is
reasonably acceptable to the Trustee, that meets the requirements of Section
11.05 hereof. The counsel may be an employee of or counsel to the Company, any
Subsidiary of the Company or the Trustee.

         "Other Permitted Liens" means:

(1)  Liens imposed by law, such as carriers', warehousemen's and mechanics'
     liens and other similar liens arising in the ordinary course of business
     which secure payment of obligations that are not yet delinquent or that are
     being contested in good faith by appropriate proceedings promptly
     instituted and diligently conducted and for which an appropriate reserve or
     provision shall have been made in accordance with generally accepted
     accounting principles consistently applied;

(2)  Liens for taxes, assessments or governmental charges or claims that are not
     yet delinquent or that are being contested in good faith by appropriate
     proceedings promptly instituted and diligently conducted and for which an
     appropriate reserve or provision shall have been made in accordance with
     generally accepted accounting principles consistently applied;

(3)  easements, rights of way, and other restrictions on use of property or
     minor imperfections of title that in the aggregate are not material in
     amount and do not in any case materially detract from the


                                       13
<PAGE>   20

     property subject thereto or interfere with the ordinary conduct of the
     business of Classic or its Subsidiaries;

(4)  Liens related to Capital Lease Obligations, mortgage financings or purchase
     money obligations (including refinancings thereof), in each case incurred
     for the purpose of financing all or any part of the purchase price or cost
     of construction or improvement of property, plant or equipment used in the
     business of Classic or any Restricted Subsidiary or a Permitted Business,
     provided that any such Lien encumbers only the asset or assets so financed,
     purchased, constructed or improved;

(5)  Liens resulting from the pledge by Classic of Equity Interests in a
     Restricted Subsidiary in connection with a Credit Facility or in an
     Unrestricted Subsidiary in any circumstance, where recourse to Classic is
     limited to the value of the Equity Interests so pledged;

(6)  Liens incurred or deposits made in the ordinary course of business in
     connection with workers' compensation, unemployment insurance and other
     types of social security;

(7)  Liens to secure the performance of statutory obligations, surety or appeal
     bonds, performance bonds, deposits to secure the performance of bids, trade
     contracts, government contracts, leases or licenses or other obligations of
     a like nature incurred in the ordinary course of business (including
     without limitation, landlord Liens on leased properties);

(8)  leases or subleases granted to third Persons not interfering with the
     ordinary course of business of Classic;

(9)  deposits made in the ordinary course of business to secure liability to
     insurance carriers;

(10) Liens securing reimbursement obligations with respect to letters of credit
     which encumber documents and other property relating to such letters of
     credit and the products and proceeds thereof;

(11) Liens on the assets of Classic to secure Hedging Obligations with respect
     to Indebtedness permitted by the Indenture to be incurred;

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

(13) any interest or title of a lessor under any capital lease or operating
     lease.

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

         "Permitted Business" means a cable television, media and
communications, telecommunications, internet service provider or data
transmission business, and businesses ancillary, complementary or reasonably
related to those businesses.

         "Permitted Group" means any group of investors that is deemed to be a
"person" (as that term is used in Section 13(d)(3) of the Exchange Act) by
virtue of the Stockholders' Agreement, as the same may be amended, modified or
supplemented from time to time, provided that no single Person (other than the
Principals and their Related Parties) Beneficially Owns (together with its
Affiliates) more of the Voting


                                       14
<PAGE>   21

Stock of Classic that is Beneficially Owned by such group of investors than is
then collectively Beneficially Owned by the Principals and their Related Parties
in the aggregate.

         "Permitted Investments" means:

(1)  any Investment in Classic or in a Restricted Subsidiary of Classic that is
     a Guarantor;

(2)  any Investment in Cash Equivalents;

(3)  any Investment by Classic or any Subsidiary of Classic in a Person, if as a
     result of or concurrently with such Investment:

         (a)   such Person becomes a Restricted Subsidiary of Classic and a
               Guarantor; or

         (b)   such Person is merged, consolidated or amalgamated with or into,
               or transfers or conveys substantially all of its assets to, or is
               liquidated into, Classic or a Restricted Subsidiary of Classic
               that is a Guarantor; provided that such Person's primary business
               is a Permitted Business;

(4)  any Investment made as a result of the receipt of non-cash consideration
     from an Asset Sale that was made pursuant to and in compliance with Section
     4.10 hereof;

(5)  any Investment in prepaid expenses, negotiable instruments held for
     collection and lease, utility and workers' compensation, performance and
     other similar deposits;

(6)  the extension of credit to vendors, suppliers and customers in the ordinary
     course of business;

(7)  any Investment existing as of the date of this Indenture, and any
     amendment, modification, extension or renewal thereof to the extent such
     amendment, modification, extension or renewal does not require Classic or
     any Restricted Subsidiary to make any additional cash or non-cash payments
     or provide additional services in connection therewith;

(8)  any Investment consisting of a Guarantee permitted under clause (1) of the
     second paragraph of Section 4.09 hereof;

(9)  any acquisition of assets solely in exchange for the issuance of Equity
     Interests (other than Disqualified Stock) of Classic;

(10) any Investment made with the net cash proceeds received by Classic after
     July 28, 1999 from the sale of Equity Interests of Classic (other than (i)
     sales of Disqualified Stock, (ii) Equity Interests sold to any of Classic's
     Subsidiaries and (iii) Equity Interests sold in the Private Equity Sale);
     provided that the amount of any such net cash proceeds that are utilized
     for such Investment will be excluded from clause 3(b) of Section 4.07
     hereof;

(11) Hedging Obligations; and

(12) other Investments, in addition to those in clauses (1) through (11) of this
     definition, in any Person, other than CCI or an Affiliate of CCI that is
     not also a Subsidiary of Classic, having an aggregate


                                       15
<PAGE>   22

     fair market value (measured on the date each such Investment was made and
     without giving effect to subsequent changes in value), when taken together
     with all other Investments made pursuant to this clause (12) since the date
     of this Indenture, not to exceed $10.0 million at any one time outstanding.

         "Permitted Junior Securities" means:

(1)  Equity Interests in Classic or any Guarantor; or

(2)  debt securities that are subordinated to all Senior Debt and any debt
     securities issued in exchange for Senior Debt to substantially the same
     extent as, or to a greater extent than, the Notes and the Note Guarantees
     are subordinated to Senior Debt under this Indenture.

         "Permitted Refinancing Indebtedness" means any Indebtedness of Classic
or any of its Subsidiaries issued in exchange for, or the net proceeds of which
are used to extend, refinance, renew, replace, defease or refund other
Indebtedness of Classic or any of its Subsidiaries (other than intercompany
Indebtedness); provided that:

(1)  the principal amount (or accreted value, if applicable) of such Permitted
     Refinancing Indebtedness does not exceed the principal amount (or accreted
     value, if applicable) of the Indebtedness so extended, refinanced, renewed,
     replaced, defeased or refunded (plus all accrued interest thereon and the
     amount of all expenses and premiums incurred in connection therewith);

(2)  such Permitted Refinancing Indebtedness has a final maturity date later
     than the final maturity date of, and has a Weighted Average Life to
     Maturity equal to or greater than the Weighted Average Life to Maturity of,
     the Indebtedness being extended, refinanced, renewed, replaced, defeased or
     refunded;

(3)  if the Indebtedness being extended, refinanced, renewed, replaced, defeased
     or refunded is subordinated in right of payment to the Notes, such
     Permitted Refinancing Indebtedness has a final maturity date later than the
     final maturity date of, and is subordinated in right of payment to, the
     Notes on terms at least as favorable to the Holders of Notes as those
     contained in the documentation governing the Indebtedness being extended,
     refinanced, renewed, replaced, defeased or refunded; and

(4)  such Indebtedness is incurred either by Classic or by the Subsidiary who is
     the obligor on the Indebtedness being extended, refinanced, renewed,
     replaced, defeased or refunded.

         "Permitted Tower Sale and Leaseback" means the sale and leaseback by
Classic or any of its Restricted Subsidiaries, in one or more transactions, for
aggregate consideration of up to $50.0 million, of any communications towers
used to facilitate the transmission of telecommunication, voice, data and video
signals.

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

         "Principals" means Brera Classic, L.L.C., so long as that entity is an
Affiliate of Brera Capital Partners Limited Partnership, Austin Ventures, L.P.,
BT Capital Partners, Inc., The Texas Growth Fund, BA SBIC Management, L.L.C., J.
Merritt Belisle and Steven E. Seach.


                                       16
<PAGE>   23

         "Private Equity Sale" means the sale for $100.0 million in cash of
common stock of CCI, which was consummated on July 28, 1999, the proceeds of
which were contributed by CCI to Classic.

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

         "Public Equity Offering" means an underwritten public offering by
Classic or its direct parent for cash (in an amount not less than $25.0 million)
of its common stock pursuant to the Securities Act registration statement (not
including Forms S-4 or S-8).

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

         "Registration Rights Agreement" means the Exchange and Registration
Rights Agreement, dated as of February 16, 2000, by and among the Company and
the other parties named on the signature pages thereof, as such agreement may be
amended, modified or supplemented from time to time and, with respect to any
Additional Notes, one or more registration rights agreements between the Company
and the other parties thereto, as such agreement(s) may be amended, modified or
supplemented from time to time, relating to rights given by the Company to the
purchasers of Additional Notes to register such Additional Notes under the
Securities Act.

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

         "Regulation S Global Note" means a Regulation S Temporary Global Note
or Regulation S Permanent Global Note, as appropriate.

         "Regulation S Permanent Global Note" means a permanent global Note in
the form of Exhibit A1 hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Regulation S Temporary Global Note upon
expiration of the Restricted Period.

         "Regulation S Temporary Global Note" means a temporary global Note in
the form of Exhibit A2 hereto bearing the Private Placement Legend and deposited
with or on behalf of and registered in the name of the Depositary or its
nominee, issued in a denomination equal to the outstanding principal amount of
the Notes initially sold in reliance on Rule 903 of Regulation S.

         "Related Party" means:

(1)  any controlling stockholder, 80% (or more) owned Subsidiary, or immediate
     family member (in the case of an individual) of any Principal; or

(2)  any trust, corporation, partnership or other entity, whose beneficiaries,
     stockholders, partners, owners or Persons beneficially holding an 80% or
     more controlling interest of such entity consist of any one or more
     Principals and/or such other Persons referred to in the immediately
     preceding clause (1).

         "Representative" means the indenture trustee or other trustee, agent or
representative for any Senior Debt.


                                       17
<PAGE>   24

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

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

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

         "Restricted Investment" means any Investment other than a Permitted
Investment.

         "Restricted Period" means the 40-day restricted period as defined in
Regulation S.

         "Restricted Subsidiary" of a Person means any Subsidiary of the
referent Person that is not an Unrestricted Subsidiary.

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

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

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

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

         "SEC" means the Securities and Exchange Commission.

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

         "Senior Debt" means:

(1)  all Indebtedness of Classic or any Guarantor outstanding under Credit
     Facilities and all Hedging Obligations with respect thereto;

(2)  any other Indebtedness of Classic or any Guarantor permitted to be incurred
     under the terms of this Indenture (which Indebtedness includes interest,
     whether or not allowable, accruing after the filing of a petition
     initiating any proceeding under any state, federal or foreign bankruptcy
     law), unless the instrument under which such Indebtedness is incurred
     expressly provides that it is on a parity with or subordinated in right of
     payment to the Notes or any Note Guarantee; and

(3)  all Obligations with respect to the items listed in the preceding clauses
     (1) and (2).

         Notwithstanding anything to the contrary in the preceding, Senior Debt
will not include:

(1)  any liability for federal, state, local or other taxes owed or owing by
     Classic;

(2)  any Indebtedness of Classic to any of its Subsidiaries or other Affiliates;

(3)  any trade payables; or


                                       18
<PAGE>   25

(4)  the portion of any Indebtedness that is incurred in violation of this
     Indenture.

         "Senior Guarantees" means the Guarantees by the Guarantors of
Obligations under the Credit Agreement.

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

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

         "Special Interest" means all special interest then owing pursuant to
Section 2 of the Registration Rights Agreement.

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

         "Stockholders' Agreement" means the agreement by and between Brera
Classic, L.L.C., CCI, BT Capital Partners, Inc., Austin Ventures, L.P., BA SBIC
Management, L.L.C., as the successor in interest to NationsBanc Capital Corp.,
J. Merritt Belisle, Steven E. Seach and certain other stockholders of CCI, dated
as of the date of the consummation of the Private Equity Sale.

         "Strategic Equity Investment" means an investment in CCI or Classic by
a company which is primarily engaged in the media and communications industry or
the telecommunications industry and which has a market capitalization (if a
public company) on the date of such investment in CCI of more than $1.0 billion
or, if not a public company, had total revenues of more than $1.0 billion during
its previous fiscal year.

         "Subsidiary" means, with respect to any specified Person:

(1)  any corporation, association or other business entity of which more than
     50% of the total voting power of shares of Capital Stock entitled (without
     regard to the occurrence of any contingency) to vote in the election of
     directors, managers or trustees thereof is at the time owned or controlled,
     directly or indirectly, by such Person or one or more of the other
     Subsidiaries of that Person (or a combination thereof); and

(2)  any partnership (a) the sole general partner or the managing general
     partner of which is such Person or a Subsidiary of such Person or (b) the
     only general partners of which are such Person or one or more Subsidiaries
     of such Person (or any combination thereof).

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


                                       19
<PAGE>   26

         "Treasury Rate" means, as of any redemption date, the yield to maturity
as of such redemption date of United States Treasury securities with a constant
maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15 (519) that has become publicly available at least two
Business Days prior to the redemption date (or, if such Statistical Release is
no longer published, any publicly available source of similar market data)) most
nearly equal to the period from the redemption date to March 1, 2005; provided,
however, that if the period from the redemption date to March 1, 2005 is less
than one year, the weekly average yield on actually traded United States
Treasury securities adjusted to a constant maturity of one year shall be used.

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

         "Unrestricted Global Note" means a permanent global Note substantially
in the form of Exhibit A1 attached hereto that bears the Global Note Legend and
that has the "Schedule of Exchanges of Interests in the Global Note" attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

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

         "Unrestricted Subsidiary" means any Subsidiary of Classic (or any
successor to any of them) that is designated by the Board of Directors as an
Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but
only to the extent that such Subsidiary:

(1)  has no Indebtedness other than Non-Recourse Debt;

(2)  is not party to any agreement, contract, arrangement or understanding with
     Classic or any Restricted Subsidiary of Classic unless the terms of any
     such agreement, contract, arrangement or understanding are no less
     favorable to Classic or such Restricted Subsidiary than those that might be
     obtained at the time from Persons who are not Affiliates of Classic;

(3)  is a Person with respect to which neither Classic nor any of its Restricted
     Subsidiaries has any direct or indirect obligation (a) to subscribe for
     additional Equity Interests or (b) to maintain or preserve such Person's
     financial condition or to cause such Person to achieve any specified levels
     of operating results;

(4)  has not guaranteed or otherwise directly or indirectly provided credit
     support for any Indebtedness of Classic or any of its Restricted
     Subsidiaries; and

(5)  has at least one director on its Board of Directors that is not a director
     or executive officer of Classic or any of its Restricted Subsidiaries and
     has at least one executive officer that is not a director or executive
     officer of Classic or any of its Restricted Subsidiaries.

         Any designation of a Subsidiary of Classic as an Unrestricted
Subsidiary shall be evidenced to the Trustee by filing with the Trustee a
certified copy of the resolution of the Board of Directors giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the preceding conditions and was permitted by Section 4.07 hereof.
If, at any time, any Unrestricted Subsidiary would fail to meet the preceding
requirements as an Unrestricted Subsidiary, it shall thereafter


                                       20
<PAGE>   27

cease to be an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted
Subsidiary of Classic as of such date and, if such Indebtedness is not permitted
to be incurred as of such date under Section 4.09 hereof, Classic shall be in
default of such covenant. The Board of Directors of Classic may at any time
designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided
that such designation shall be deemed to be an incurrence of Indebtedness by a
Restricted Subsidiary of Classic of any outstanding Indebtedness of such
Unrestricted Subsidiary and such designation shall only be permitted if (1) such
Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma
basis as if such designation had occurred at the beginning of the three-month
reference period; and (2) no Default or Event of Default would be in existence
following such designation.

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

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

         "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

(1)  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

(2)  the then outstanding principal amount of such Indebtedness.

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


                                       21
<PAGE>   28

Section 1.02.     Other Definitions.

<TABLE>
<CAPTION>
                                                                                                Defined in
        Term                                                                                     Section
        ----                                                                                    ----------
<S>                                                                                             <C>
        "Affiliate Transaction"............................................................        4.11
        "Asset Sale".......................................................................        4.10
        "Asset Sale Offer".................................................................        3.09
        "Authentication Order".............................................................        2.02
        "Bankruptcy Law"...................................................................        4.01
        "Change of Control Offer"..........................................................        4.14
        "Change of Control Payment"........................................................        4.14
        "Change of Control Payment Date"...................................................        4.14
        "Covenant Defeasance"..............................................................        8.03
        "Event of Default".................................................................        6.01
        "Excess Proceeds"..................................................................        4.10
        "incur"............................................................................        4.09
        "Legal Defeasance".................................................................        8.02
        "Offer Amount".....................................................................        3.09
        "Offer Period".....................................................................        3.09
        "Paying Agent".....................................................................        2.03
        "Permitted Debt"...................................................................        4.09
        "Purchase Date"....................................................................        3.09
        "Registrar"........................................................................        2.03
        "Restricted Payments"..............................................................        4.07
        "Unit Legend"......................................................................        2.06
</TABLE>

Section 1.03.     Incorporation by Reference of Trust Indenture Act.

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

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

         "indenture securities" means the Notes;

         "indenture security Holder" means a Holder of a Note;

         "indenture to be qualified" means this Indenture;

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

         "obligor" on the Notes and the Note Guarantees means the Company and
the Guarantors, respectively, and any successor obligor upon the Notes and the
Note Guarantees, respectively.

         All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings so assigned to them.


                                       22
<PAGE>   29

Section 1.04.     Rules of Construction.

         Unless the context otherwise requires:

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

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

         (c) "or" is not exclusive;

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

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

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


                                    ARTICLE 2
                                    THE NOTES

Section 2.01.     Form and Dating.

         (a) General. The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A hereto. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note shall be dated the date of its authentication. The Notes shall
be in denominations of $1,000 and integral multiples thereof.

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

         (b) Global Notes. Notes issued in global form shall be substantially in
the form of Exhibits A1 or A2 attached hereto (including the Global Note Legend
thereon and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Notes issued in definitive form shall be substantially in the form of
Exhibit A1 attached hereto (but without the Global Note Legend thereon and
without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note shall represent such of the outstanding Notes as
shall be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions. Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Trustee or the
Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.06 hereof.


                                       23
<PAGE>   30

         (c) Temporary Global Notes. Notes offered and sold in reliance on
Regulation S shall be issued initially in the form of the Regulation S Temporary
Global Note, which shall be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee, at its New York office, as custodian for
the Depositary, and registered in the name of the Depositary or the nominee of
the Depositary for the accounts of designated agents holding on behalf of
Euroclear or Cedel Bank, duly executed by the Company and authenticated by the
Trustee as hereinafter provided. The Restricted Period shall be terminated upon
the receipt by the Trustee of (i) a written certificate from the Depositary,
together with copies of certificates from Euroclear and Cedel Bank certifying
that they have received certification of non-United States beneficial ownership
of 100% of the aggregate principal amount of the Regulation S Temporary Global
Note (except to the extent of any beneficial owners thereof who acquired an
interest therein during the Restricted Period pursuant to another exemption from
registration under the Securities Act and who will take delivery of a beneficial
ownership interest in a 144A Global Note or an IAI Global Note bearing a Private
Placement Legend, all as contemplated by Section 2.06(a)(ii) hereof), and (ii)
an Officers' Certificate from the Company. Following the termination of the
Restricted Period, beneficial interests in the Regulation S Temporary Global
Note shall be exchanged for beneficial interests in Regulation S Permanent
Global Notes pursuant to the Applicable Procedures. Simultaneously with the
authentication of Regulation S Permanent Global Notes, the Trustee shall cancel
the Regulation S Temporary Global Note. The aggregate principal amount of the
Regulation S Temporary Global Note and the Regulation S Permanent Global Notes
may from time to time be increased or decreased by adjustments made on the
records of the Trustee and the Depositary or its nominee, as the case may be, in
connection with transfers of interest as hereinafter provided.

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

Section 2.02.     Execution and Authentication.

         Two Officers shall sign the Notes for the Company by manual or
facsimile signature. The Company's seal shall be reproduced on the Notes and may
be in facsimile form.

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

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

         The Trustee shall, upon a written order of the Company signed by two
Officers (an "Authentication Order"), authenticate Notes for original issue up
to the aggregate principal amount stated in paragraph 4 of the Notes. The
aggregate principal amount of Notes outstanding at any time may not exceed such
amount except as provided in Section 2.07 hereof.

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


                                       24
<PAGE>   31

Section 2.03.     Registrar and Paying Agent.

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

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

         The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Custodian with respect to the Global Notes.

Section 2.04.     Paying Agent to Hold Money in Trust.

         The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium or Special Interest, if any, or interest on the Notes, and
will notify the Trustee of any default by the Company in making any such
payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary) shall have no further liability for the money. If the Company or a
Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of the Holders all money held by it as Paying Agent. Upon
any bankruptcy or reorganization proceedings relating to the Company, the
Trustee shall serve as Paying Agent for the Notes.

Section 2.05.     Holder Lists.

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

Section 2.06.     Transfer and Exchange.

         (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if (i) the Company delivers to the Trustee
notice from the Depositary


                                       25
<PAGE>   32

that it is unwilling or unable to continue to act as Depositary or that it is no
longer a clearing agency registered under the Exchange Act and, in either case,
a successor Depositary is not appointed by the Company within 120 days after the
date of such notice from the Depositary or (ii) the Company in its sole
discretion determines that the Global Notes (in whole but not in part) should be
exchanged for Definitive Notes and delivers a written notice to such effect to
the Trustee; provided that in no event shall the Regulation S Temporary Global
Note be exchanged by the Company for Definitive Notes prior to (x) the
expiration of the Restricted Period and (y) the receipt by the Registrar of any
certificates required pursuant to Rule 903(c)(3)(ii)(B) under the Securities
Act. Upon the occurrence of either of the preceding events in (i) or (ii) above,
Definitive Notes shall be issued in such names as the Depositary shall instruct
the Trustee. Global Notes also may be exchanged or replaced, in whole or in
part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and
delivered in exchange for, or in lieu of, a Global Note or any portion thereof,
pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Note. A
Global Note may not be exchanged for another Note other than as provided in this
Section 2.06(a), however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

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

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

                  (ii) All Other Transfers and Exchanges of Beneficial Interests
     in Global Notes. In connection with all transfers and exchanges of
     beneficial interests that are not subject to Section 2.06(b)(i) above, the
     transferor of such beneficial interest must deliver to the Registrar either
     (A) (1) a written order from a Participant or an Indirect Participant given
     to the Depositary in accordance with the Applicable Procedures directing
     the Depositary to credit or cause to be credited a beneficial interest in
     another Global Note in an amount equal to the beneficial interest to be
     transferred or exchanged and (2) instructions given in accordance with the
     Applicable Procedures containing information regarding the Participant
     account to be credited with such increase or (B) (1) a written order from a
     Participant or an Indirect Participant given to the Depositary in
     accordance with the Applicable Procedures directing the Depositary to cause
     to be issued a Definitive Note in an amount equal to the beneficial
     interest to be transferred or exchanged and (2) instructions given by the
     Depositary to the Registrar containing information regarding the Person in
     whose name such Definitive Note shall be registered to


                                       26
<PAGE>   33

     effect the transfer or exchange referred to in (1) above; provided that in
     no event shall Definitive Notes be issued upon the transfer or exchange of
     beneficial interests in the Regulation S Temporary Global Note prior to (x)
     the expiration of the Restricted Period and (y) the receipt by the
     Registrar of any certificates required pursuant to Rule 903 under the
     Securities Act. Upon consummation of an Exchange Offer by the Company in
     accordance with Section 2.06(f) hereof, the requirements of this Section
     2.06(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 Notes. Upon satisfaction of all of the requirements for transfer or
     exchange of beneficial interests in Global Notes contained in this
     Indenture and the Notes or otherwise applicable under the Securities Act,
     the Trustee shall adjust the principal amount of the relevant Global
     Note(s) pursuant to Section 2.06(h) hereof.

                  (iii) Transfer of Beneficial Interests to Another Restricted
     Global Note. A beneficial interest in any Restricted Global Note may be
     transferred to a Person who takes delivery thereof in the form of a
     beneficial interest in another Restricted Global Note if the transfer
     complies with the requirements of Section 2.06(b)(ii) above and the
     Registrar receives the following:

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

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

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

                  (iv) Transfer and Exchange of Beneficial Interests in a
     Restricted Global Note for Beneficial Interests in the Unrestricted Global
     Note. A beneficial interest in any Restricted Global Note may be exchanged
     by any holder thereof for a beneficial interest in an Unrestricted Global
     Note or transferred to a Person who takes delivery thereof in the form of a
     beneficial interest in an Unrestricted Global Note if the exchange or
     transfer complies with the requirements of Section 2.06(b)(ii) above and:

                      (A) such 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 broker-dealer, (2) a Person participating in the distribution of
           the Exchange Notes or (3) a Person who is an affiliate (as defined in
           Rule 144) of the Company;

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


                                       27
<PAGE>   34

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

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

           and, in each such case set forth in this subparagraph (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 Note has not yet been
     issued, the Company shall issue and, upon receipt of an Authentication
     Order in accordance with Section 2.02 hereof, the Trustee shall
     authenticate one or more Unrestricted Global Notes in an aggregate
     principal amount equal to the aggregate principal amount of beneficial
     interests transferred pursuant to subparagraph (B) or (D) above.

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

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

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

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

                      (B) if such beneficial interest is being transferred to a
           QIB in accordance with Rule 144A 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


                                       28
<PAGE>   35

           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 Company or any of its Subsidiaries, a certificate to the effect
           set forth in Exhibit B hereto, including the certifications in item
           (3)(b) thereof; or

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

     the Trustee shall cause the aggregate principal amount of the applicable
     Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof,
     and the Company shall execute and the Trustee shall authenticate and
     deliver to the Person designated in the instructions a Definitive Note in
     the appropriate principal amount. Any Definitive Note issued in exchange
     for a beneficial interest in a Restricted Global Note pursuant to this
     Section 2.06(c) shall be registered in such name or names and in such
     authorized denomination or denominations as the holder of such beneficial
     interest shall instruct the Registrar through instructions from the
     Depositary and the Participant or Indirect Participant. The Trustee shall
     deliver such Definitive Notes to the Persons in whose names such Notes are
     so registered. Any Definitive Note issued in exchange for a beneficial
     interest in a Restricted Global Note pursuant to this Section 2.06(c)(i)
     shall bear the Private Placement Legend and shall be subject to all
     restrictions on transfer contained therein.

                  (i) Beneficial Interests in Regulation S Temporary Global Note
     to Definitive Notes. Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof,
     a beneficial interest in the Regulation S Temporary Global Note may not be
     exchanged for a Definitive Note or transferred to a Person who takes
     delivery thereof in the form of a Definitive Note prior to (x) the
     expiration of the Restricted Period and (y) the receipt by the Registrar of
     any certificates required pursuant to Rule 903(c)(3)(ii)(B) under the
     Securities Act, except in the case of a transfer pursuant to an exemption
     from the registration requirements of the Securities Act other than Rule
     903 or Rule 904.

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


                                       29
<PAGE>   36

                      (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
           broker-dealer, (2) a Person participating in the distribution of the
           Exchange Notes or (3) a Person who is an affiliate (as defined in
           Rule 144) of the Company;

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

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

           and, in each such case set forth in this subparagraph (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 Notes to
     Unrestricted Definitive Notes. If any holder of a beneficial interest in an
     Unrestricted Global Note proposes to exchange such beneficial interest for
     a Definitive Note or to transfer such beneficial interest to a Person who
     takes delivery thereof in the form of a Definitive Note, then, upon
     satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof, the
     Trustee shall cause the aggregate principal amount of the applicable Global
     Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the
     Company shall execute and the Trustee shall authenticate and deliver to the
     Person designated in the instructions a Definitive Note in the appropriate
     principal amount. Any Definitive Note issued in exchange for a beneficial
     interest pursuant to this Section 2.06(c)(iii) shall be registered in such
     name or names and in such authorized denomination or denominations as the
     holder of such beneficial interest shall instruct the Registrar through
     instructions from the Depositary and the Participant or Indirect
     Participant. The Trustee shall deliver such Definitive Notes to the Persons
     in whose names such Notes are so registered. Any Definitive Note issued in
     exchange for a beneficial interest pursuant to this Section 2.06(c)(iii)
     shall not bear the Private Placement Legend.


                                       30
<PAGE>   37

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

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

                      (A) if the Holder of such Restricted Definitive Note
           proposes to exchange such Note for a beneficial interest in a
           Restricted Global Note, a certificate from such Holder in the form of
           Exhibit C hereto, including the certifications in item (2)(b)
           thereof;
                      (B) if such Restricted Definitive Note is being
           transferred to a QIB in accordance with Rule 144A 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 Note 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 Note is being
           transferred pursuant to an exemption from the registration
           requirements of the Securities Act in accordance with Rule 144 under
           the Securities Act, a certificate to the effect set forth in Exhibit
           B hereto, including the certifications in item (3)(a) thereof;

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

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

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

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

                  (ii) Restricted Definitive Notes to Beneficial Interests in
     Unrestricted Global Notes. A Holder of a Restricted Definitive Note may
     exchange such Note for a beneficial interest in an


                                       31
<PAGE>   38

     Unrestricted Global Note or transfer such Restricted Definitive Note to a
     Person who takes delivery thereof in the form of a beneficial interest in
     an Unrestricted Global Note only if:

                      (A) such 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 broker-dealer, (2) a Person participating in the
           distribution of the Exchange Notes or (3) a Person who is an
           affiliate (as defined in Rule 144) of the Company;

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

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

           and, in each such case set forth in this subparagraph (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.

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

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

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


                                       32
<PAGE>   39

     Notes in an aggregate principal amount equal to the principal amount of
     Definitive Notes so transferred.

         (e) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.06(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form 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
2.06(e).

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

                      (A) if the transfer will be made pursuant to Rule 144A
           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 will be made pursuant to Rule 903 or
           Rule 904, then the transferor must deliver a certificate in the form
           of Exhibit B hereto, including the certifications in item (2)
           thereof; and

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

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

                      (A) 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 broker-dealer, (2) a Person participating in the
           distribution of the Exchange Notes or (3) a Person who is an
           affiliate (as defined in Rule 144) of the Company;

                      (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:


                                       33
<PAGE>   40

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

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

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

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

         (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02, the
Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
broker-dealers, (y) they are not participating in a distribution of the Exchange
Notes and (z) they are not affiliates (as defined in Rule 144) of the Company,
and accepted for exchange in the Exchange Offer and (ii) Definitive Notes in an
aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes accepted for exchange in the Exchange Offer. Concurrently with
the issuance of such Notes, the Trustee shall cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and
the Company shall execute and the Trustee shall authenticate and deliver to the
Persons designated by the Holders of Definitive Notes so accepted Definitive
Notes in the appropriate principal amount.

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

                  (i) Private Placement Legend.

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

"THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHO THE


                                       34
<PAGE>   41

SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING
OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE
903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) TO AN
INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE) OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE
STATES OF THE UNITED STATES."

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

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

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF CLASSIC CABLE, INC."

                  (iii) Regulation S Temporary Global Note Legend. The
     Regulation S Temporary Global Note shall bear a legend in substantially the
     following form:

"THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON."

         (h) Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an


                                       35
<PAGE>   42

endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such reduction; and if the
beneficial interest is being exchanged for or transferred to a Person who will
take delivery thereof in the form of a beneficial interest in another Global
Note, such other Global Note shall be increased accordingly and an endorsement
shall be made on such Global Note by the Trustee or by the Depositary at the
direction of the Trustee to reflect such increase.

         (i) General Provisions Relating to Transfers and Exchanges.

                  (i) To permit registrations of transfers and exchanges, the
     Company shall execute and the Trustee shall authenticate Global Notes and
     Definitive Notes upon the Company'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 Note or to a Holder of a Definitive Note
     for any registration of transfer or exchange, but the Company may require
     payment of a sum sufficient to cover any transfer tax or similar
     governmental charge payable in connection therewith (other than any such
     transfer taxes or similar governmental charge payable upon exchange or
     transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05
     hereof).

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

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

                  (v) The Company shall not be required (A) to issue, to
     register the transfer of or to exchange any Notes during a period beginning
     at the opening of business 15 days before the day of any selection of Notes
     for redemption under Section 3.02 hereof and ending at the close of
     business on the day of selection, (B) to register the transfer of or to
     exchange any Note so selected for redemption in whole or in part, except
     the unredeemed portion of any Note being redeemed in part or (C) to
     register the transfer of or to exchange a Note between a record date and
     the next succeeding Interest Payment Date.

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

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

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


                                       36
<PAGE>   43

Section 2.07.     Replacement Notes.

         If any mutilated Note is surrendered to the Trustee or the Company and
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, the Company shall issue and the Trustee, upon receipt of an
Authentication Order, shall authenticate a replacement Note if the Trustee's
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note. If, after
the delivery of such replacement Note, a bona fide purchaser of the original
Note in lieu of which such replacement Note was issued presents for payment or
registration such original Note, the Trustee shall be entitled to recover such
replacement Note from the Person to whom it was delivered or any person taking
therefrom, except a bona fide purchaser, and shall be entitled to recover upon
the security or indemnity provided therefor to the extent of any loss, damage,
cost or expense incurred by the Company, the Trustee, any Agent and any
authenticating agent in connection therewith.

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

Section 2.08.     Outstanding Notes.

         The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section as not outstanding. Except as set forth in Section 2.09 hereof, a Note
does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note; however, Notes held by the Company or a Subsidiary of
the Company shall not be deemed to be outstanding for purposes of Section
3.07(b) hereof.

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

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

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

Section 2.09.     Treasury Notes.

         In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company, shall be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes that the Trustee knows are so owned shall be so disregarded.


                                       37
<PAGE>   44

Section 2.10.     Temporary Notes.

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

         Holders of temporary Notes shall be entitled to all of the benefits of
this Indenture.

Section 2.11.     Cancellation.

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

Section 2.12.     Defaulted Interest.

         If the Company defaults in a payment of interest on the Notes, it shall
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company shall notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date
of the proposed payment. The Company shall fix or cause to be fixed each such
special record date and payment date, provided that no such special record date
shall be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the name and at the expense
of the Company) shall mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.


                                    ARTICLE 3
                            REDEMPTION AND PREPAYMENT

Section 3.01.     Notices to Trustee.

         If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee,
at least 30 days but not more than 60 days before a redemption date, an
Officers' Certificate setting forth (i) the clause of this Indenture pursuant to
which the redemption shall occur, (ii) the redemption date, (iii) the principal
amount of Notes to be redeemed and (iv) the redemption price.


                                       38
<PAGE>   45

Section 3.02.     Selection of Notes to Be Redeemed.

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

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

Section 3.03.     Notice of Redemption.

         Subject to the provisions of Section 3.09 hereof, at least 30 days but
not more than 60 days before a redemption date, the Company shall mail or cause
to be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address.

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

         (a) the redemption date;

         (b) the redemption price;

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

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

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

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

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

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


                                       39
<PAGE>   46

         At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall have delivered to the Trustee, at least 45 days prior to the
redemption date, an Officers' Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph.

Section 3.04.     Effect of Notice of Redemption.

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

Section 3.05.     Deposit of Redemption Price.

         One Business Day prior to the redemption date, the Company shall
deposit with the Trustee or with the Paying Agent money sufficient to pay the
redemption price of and accrued interest on all Notes to be redeemed on that
date. The Trustee or the Paying Agent shall promptly return to the Company any
money deposited with the Trustee or the Paying Agent by the Company in excess of
the amounts necessary to pay the redemption price of, and accrued interest on,
all Notes to be redeemed.

         If the Company complies with the provisions of the preceding paragraph,
on and after the redemption date, interest shall cease to accrue on the Notes or
the portions of Notes called for redemption. If a Note is redeemed on or after
an interest record date but on or prior to the related interest payment date,
then any accrued and unpaid interest shall be paid to the Person in whose name
such Note was registered at the close of business on such record date. If any
Note called for redemption shall not be so paid upon surrender for redemption
because of the failure of the Company to comply with the preceding paragraph,
interest shall be paid on the unpaid principal, from the redemption date until
such principal is paid, and to the extent lawful on any interest not paid on
such unpaid principal, in each case at the rate provided in the Notes and in
Section 4.01 hereof.

Section 3.06.     Notes Redeemed in Part.

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

Section 3.07.     Optional Redemption.

         (a) Notwithstanding the provisions of clause (b) of this Section 3.07,
at any time prior to March 1, 2003, the Company may on any one or more occasions
redeem up to 35% of the aggregate principal amount of Notes ever issued under
this Indenture at a redemption price equal to 110.500% of the principal amount
of the Notes redeemed plus accrued and unpaid interest and Special Interest, if
any, to the redemption date, with the net cash proceeds of one or more Public
Equity Offerings by the Company or the net cash proceeds of a Strategic Equity
Investment in the Company or a capital contribution to the Company's common
equity made with the net cash proceeds of a concurrent Public Equity Offering
by, or Strategic Equity Investment in, the Company's direct parent; provided
that (1) at least 65% of the Notes ever issued under this Indenture remain
outstanding immediately after each such redemption (excluding Notes held by the
Company and its Subsidiaries) and (2) the redemption occurs within 60 days of
the date of the closing of such Public Equity Offering or Strategic Equity
Investment.


                                       40
<PAGE>   47

         (b) At any time, the Company may also redeem all or a part of the Notes
upon the occurrence of a Change of Control, upon not less than 30 nor more than
60 days' prior notice (but in no event may any such redemption occur more than
90 days after the occurrence of such Change of Control) mailed by first-class
mail to each Holder's registered address, at a redemption price equal to 100% of
the principal amount thereof plus the Applicable Premium as of, and accrued and
unpaid interest and Special Interest, if any, to the date of redemption.

         (c) Except as set forth in clause (a) or clause (b) of this Section
3.07, the Company shall not have the option to redeem the Notes pursuant to this
Section 3.07 prior to March 1, 2005. Thereafter, the Company shall have the
option to redeem the Notes, in whole or in part, upon no less than 30 nor more
than 60 days' notice, at the redemption prices (expressed as percentages of
principal amount) set forth below plus accrued and unpaid interest and Special
Interest, if any, thereon to the applicable redemption date, if redeemed during
the twelve-month period beginning on March 1 of the years indicated below:

<TABLE>
<CAPTION>
         Year                                                        Percentage
         ----                                                        ----------
<S>                                                                  <C>
         2005.............................................            105.250%
         2006.............................................            103.500%
         2007.............................................            101.750%
         2008 and thereafter..............................            100.000%
</TABLE>

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

Section 3.08.     Mandatory Redemption.

         The Company shall not be required to make mandatory redemption or
sinking fund payments with respect to the Notes.

Section 3.09.     Offer to Purchase by Application of Excess Proceeds.

         In the event that, pursuant to Section 4.10 hereof, the Company shall
be required to commence an offer to all Holders to purchase Notes (an "Asset
Sale Offer"), it shall follow the procedures specified below.

         The Asset Sale Offer shall remain open for a period of 20 Business Days
following its commencement and no longer, except to the extent that a longer
period is required by applicable law (the "Offer Period"). No later than five
Business Days after the termination of the Offer Period (the "Purchase Date"),
the Company shall purchase the principal amount of Notes required to be
purchased pursuant to Section 4.10 hereof (the "Offer Amount") or, if less than
the Offer Amount has been tendered, all Notes tendered in response to the Asset
Sale Offer. Payment for any Notes so purchased shall be made in the same manner
as interest payments are made.

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


                                       41
<PAGE>   48

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

         (a) that the Asset Sale Offer is being made pursuant to this Section
3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall
remain open;

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

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

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

         (e) that Holders electing to have a Note purchased pursuant to an Asset
Sale Offer may elect to have Notes purchased in integral multiples of $1,000
only;

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

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

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

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

         On or before the Purchase Date, the Company shall, to the extent
lawful, accept for payment, on a pro rata basis to the extent necessary, the
Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale
Offer, or if less than the Offer Amount has been tendered, all Notes tendered,
and shall deliver to the Trustee an Officers' Certificate stating that such
Notes or portions thereof were accepted for payment by the Company in accordance
with the terms of this Section 3.09. The Company, the Depositary or the Paying
Agent, as the case may be, shall promptly (but in any case not later than five
days after the Purchase Date) mail or deliver to each tendering Holder an amount
equal to the purchase price of the Notes


                                       42
<PAGE>   49

tendered by such Holder and accepted by the Company for purchase, and the
Company shall promptly issue a new Note, and the Trustee, upon written request
from the Company shall authenticate and mail or deliver such new Note to such
Holder, in a principal amount equal to any unpurchased portion of the Note
surrendered. Any Note not so accepted shall be promptly mailed or delivered by
the Company to the Holder thereof. The Company shall publicly announce the
results of the Asset Sale Offer on the Purchase Date.

         Other than as specifically provided in this Section 3.09, any purchase
pursuant to this Section 3.09 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.


                                    ARTICLE 4
                                    COVENANTS

Section 4.01.     Payment of Notes.

         The Company shall pay or cause to be paid the principal of, premium, if
any, and interest on the Notes on the dates and in the manner provided in the
Notes. Principal, premium, if any, and interest shall be considered paid on the
date due if the Paying Agent, if other than the Company or a Subsidiary thereof,
holds as of 10:00 a.m. Eastern Time on the due date money deposited by the
Company in immediately available funds and designated for and sufficient to pay
all principal, premium, if any, and interest then due. The Company shall pay all
Special Interest, if any, in the same manner on the dates and in the amounts set
forth in the Registration Rights Agreement.

         The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in excess of the then applicable interest rate on the Notes to the
extent lawful; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Special Interest (without regard to any applicable grace period) at the same
rate to the extent lawful.

Section 4.02.     Maintenance of Office or Agency.

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

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


                                       43
<PAGE>   50

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

Section 4.03.     Reports.

         (a) Whether or not required by the rules and regulations of the SEC, so
long as any Notes are outstanding, the Company shall furnish to the Holders of
Notes, within 15 days of the time periods specified in the SEC's rules and
regulations (i) all quarterly and annual financial information that would be
required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the
Company were required to file such forms, including a "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and, with respect
to the annual information only, a report on the annual financial statements by
the Company's certified independent accountants and (ii) all current reports
that would be required to be filed with the SEC on Form 8-K if the Company were
required to file such reports. In addition, following consummation of the
Exchange Offer, whether or not required by the rules and regulations of the SEC,
the Company shall file a copy of all such information and reports with the SEC
for public availability within the time periods specified in the SEC's rules and
regulations (unless the SEC will not accept such a filing, in which case the
Company will make such information available to securities analysts and
prospective investors upon request). The Company shall at all times comply with
TIA Section 314(a).

         (b) For so long as any Notes remain outstanding, unless the Company is
filing periodic reports pursuant to the Exchange Act, the Company and the
Guarantors shall furnish to the Holders and to securities analysts and
prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Section 4.04.     Compliance Certificate.

         (a) The Company and each Guarantor (to the extent that such Guarantor
is so required under the TIA) shall deliver to the Trustee, within 90 days after
the end of each fiscal year, an Officers' Certificate stating that a review of
the activities of the Company and its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions of this Indenture (or, if a Default or
Event of Default shall have occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action the Company is
taking or proposes to take with respect thereto) and that to the best of his or
her knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto.

         (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03(a) above shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article 4 or Article 5 hereof or, if any such violation has
occurred,


                                       44
<PAGE>   51

specifying the nature and period of existence thereof, it being understood that
such accountants shall not be liable directly or indirectly to any Person for
any failure to obtain knowledge of any such violation.

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

Section 4.05.     Taxes.

         The Company shall pay, and shall cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies
except such as are contested in good faith and by appropriate proceedings or
where the failure to effect such payment is not adverse in any material respect
to the Holders of the Notes.

Section 4.06.     Stay, Extension and Usury Laws.

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

Section 4.07.     Restricted Payments.

         Classic will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly:

(1)  declare or pay any dividend or make any other payment or distribution on
     account of Classic's or any of its Restricted Subsidiaries' Equity
     Interests (including, without limitation, any payment in connection with
     any merger or consolidation involving Classic or any of its Restricted
     Subsidiaries) or to the direct or indirect holders of Classic's or any of
     its Restricted Subsidiaries' Equity Interests in their capacity as such
     (other than dividends or distributions payable in Equity Interests (other
     than Disqualified Stock) of Classic or to Classic or a Restricted
     Subsidiary of Classic);

(2)  purchase, redeem or otherwise acquire or retire for value (including,
     without limitation, in connection with any merger or consolidation
     involving Classic) any Equity Interests of Classic or any direct or
     indirect parent of Classic;

(3)  make any payment on or with respect to, or purchase, redeem, defease or
     otherwise acquire or retire for value any Indebtedness that is subordinated
     to the Notes or the Note Guarantees, except a payment of interest or
     principal at the Stated Maturity thereof; or

(4)  make any Restricted Investment (all such payments and other actions set
     forth in clauses (1) through (4) above being collectively referred to as
     "Restricted Payments"),


                                       45
<PAGE>   52

unless, at the time of and after giving effect to such Restricted Payment:

(1)  no Default or Event of Default has occurred and is continuing or would
     occur as a consequence thereof; and

(2)  Classic would, at the time of such Restricted Payment and after giving pro
     forma effect thereto as if such Restricted Payment had been made at the
     beginning of the applicable three-month period, have been permitted to
     incur at least $1.00 of additional Indebtedness (other than Permitted Debt)
     pursuant to the Debt to Cash Flow Ratio test set forth in the first
     paragraph of Section 4.09 hereof; and

(3)  such Restricted Payment, together with the aggregate amount of all other
     Restricted Payments declared or made after July 28, 1999 (excluding
     Restricted Payments permitted by clauses (2), (3) and (4) of the next
     succeeding paragraph) shall not exceed, at the date of determination, the
     sum, without duplication, of:

          (a)  an amount equal to Classic's Consolidated Cash Flow from July 28,
               1999 to the end of Classic's most recently ended three-month
               period for which internal financial statements are available,
               taken as a single accounting period, less the product of 1.4
               times Classic's Consolidated Interest Expense from July 28, 1999
               to the end of Classic's most recently ended three-month period
               for which internal financial statements are available, taken as a
               single accounting period; plus

          (b)  an amount equal to the net cash proceeds received by Classic from
               the sale of Equity Interests after July 28, 1999 (other than (i)
               sales of Disqualified Stock, (ii) Equity Interests sold to any of
               Classic's Subsidiaries, (iii) Equity Interests sold in the
               Private Equity Sale and (iv) Equity Interests that are applied to
               make a Permitted Investment pursuant to clause (10) of the
               definition of Permitted Investments) or from the issue or sale of
               convertible or exchangeable Disqualified Stock or convertible or
               exchangeable debt securities of Classic that have been converted
               into or exchanged for such Equity Interests (other than Equity
               Interests (or Disqualified Stock or debt securities) sold to a
               Subsidiary of Classic); plus

          (c)  to the extent that any Restricted Investment that was made after
               July 28, 1999 is sold for cash or otherwise liquidated or repaid
               for cash, the lesser of: (i) the cash return of capital with
               respect to such Restricted Investment (less the cost of
               disposition, if any); and (ii) the initial amount of such
               Restricted Investment.

         The preceding provisions will not prohibit:

(1)  so long as no Default has occurred and is continuing or would be caused
     thereby, the payment of any dividend or distribution within 60 days after
     the date of declaration thereof, if at the date of declaration such payment
     would have complied with the provisions of this Indenture;

(2)  the redemption, repurchase, retirement, defeasance or other acquisition of
     any subordinated Indebtedness of Classic or any Guarantor or of any Equity
     Interests of Classic in exchange for, or out of the net cash proceeds of
     the substantially concurrent sale (other than to a Subsidiary of Classic or
     an employee stock ownership plan or to a trust established by Classic or
     any Subsidiary of Classic for the benefit of its employees) of, Equity
     Interests of Classic (other than Disqualified


                                       46
<PAGE>   53

     Stock); provided that the amount of any such net cash proceeds that are
     utilized for any such redemption, repurchase, retirement, defeasance or
     other acquisition will be excluded from clause (3)(b) of the preceding
     paragraph;

(3)  the defeasance, redemption, repurchase or other acquisition of subordinated
     Indebtedness of Classic or any Guarantor with the net cash proceeds from an
     incurrence of Permitted Refinancing Indebtedness;

(4)  the payment of any dividend by a Restricted Subsidiary of Classic to the
     holders of its Equity Interests on a pro rata basis; and

(5)  so long as no Default has occurred and is continuing or would be caused
     thereby, the repurchase, redemption or other acquisition or retirement for
     value of any Equity Interests of CCI, Classic or any Restricted Subsidiary
     of Classic held by any employment agreement, member of Classic's (or any of
     its Restricted Subsidiaries') management pursuant to any management equity
     subscription agreement or stock option agreement in effect as of the date
     of this Indenture; provided that the aggregate price paid for all such
     repurchased, redeemed, acquired or retired Equity Interests shall not
     exceed $1.5 million in any twelve-month period.

         The amount of all Restricted Payments (other than cash) shall be the
fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued to or by Classic or such
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
The fair market value of any assets or securities that are required to be valued
by this covenant will be determined by Classic's Board of Directors whose
resolution with respect thereto shall be delivered to the Trustee. The Board of
Directors' determination must be based upon an opinion or appraisal issued by an
accounting, appraisal or investment banking firm of national standing if the
fair market value exceeds $5.0 million. Not later than the date of making any
Restricted Payment, Classic will deliver to the Trustee an Officers' Certificate
stating that such Restricted Payment is permitted and setting forth the basis
upon which the calculations required by this Section 4.07 were computed,
together with a copy of any fairness opinion or appraisal required by this
Indenture.

Section 4.08.     Dividend and Other Payment Restrictions Affecting
Subsidiaries.

         Classic shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to:

(1)  pay dividends or make any other distributions on its Equity Interests to
     Classic or any of its Restricted Subsidiaries, or pay any indebtedness owed
     to Classic or any of its Restricted Subsidiaries;

(2)  make loans or advances or guarantee any such loans or advances to Classic
     or any of its Restricted Subsidiaries; or

(3)  transfer any of its properties or assets to Classic or any of its
     Restricted Subsidiaries.

         However, the preceding restrictions will not apply to encumbrances or
restrictions existing under or by reason of:


                                       47
<PAGE>   54

(1)  encumbrances and restrictions as in effect on the date of this Indenture
     pursuant to Existing Indebtedness or Credit Facilities, and any amendments,
     modifications, restatements, renewals, increases, supplements, refundings,
     replacements or refinancings thereof, provided that such amendments,
     modifications, restatements, renewals, increases, supplements, refundings,
     replacements or refinancings are no more restrictive, taken as a whole,
     with respect to such dividend and other payment restrictions than those
     contained in such Existing Indebtedness or Credit Facilities, as in effect
     on the date of this Indenture;

(2)  this Indenture, the Notes and the Note Guarantees;

(3)  applicable law;

(4)  any instrument governing Indebtedness or Capital Stock of a Person acquired
     by Classic or any of its Restricted Subsidiaries as in effect at the time
     of such acquisition (except to the extent such Indebtedness or Capital
     Stock was incurred in connection with or in contemplation of such
     acquisition), which encumbrance or restriction is not applicable to any
     Person, or the properties or assets of any Person, other than the Person,
     or the property or assets of the Person, so acquired, provided that, in the
     case of Indebtedness, such Indebtedness was permitted by the terms of this
     Indenture to be incurred;

(5)  customary non-assignment provisions in contracts of Classic or any of its
     Restricted Subsidiaries;

(6)  purchase money obligations for property acquired in the ordinary course of
     business that impose restrictions on the property so acquired of the nature
     described in clause (3) of the preceding paragraph;

(7)  any agreement for the sale or other disposition of a Restricted Subsidiary
     that restricts distributions by that Subsidiary pending its sale or other
     disposition;

(8)  Permitted Refinancing Indebtedness, provided that the restrictions
     contained in the agreements governing such Permitted Refinancing
     Indebtedness are no more restrictive, taken as a whole, than those
     contained in the agreements governing the Indebtedness being refinanced;

(9)  Liens securing Indebtedness that limit the right of the debtor to dispose
     of the assets subject to such Lien;

(10) provisions with respect to the disposition or distribution of assets or
     property in joint venture agreements, assets sale agreements, stock sale
     agreements and other similar agreements entered into in the ordinary course
     of business;

(11) restrictions on cash or other deposits or net worth imposed by customers
     under contracts entered into in the ordinary course of business;

(12) restrictions that are not materially more restrictive than customary
     provisions in comparable financings if the management of Classic determines
     that such restrictions will not materially impair Classic's ability to make
     payments as required under the Notes; and


                                       48
<PAGE>   55

(13) restrictions contained in Indebtedness under Credit Facilities permitted to
     be incurred under Section 4.09, provided that the restrictions are not more
     restrictive than the terms contained in the existing Credit Facilities as
     of the date hereof.

Section 4.09.     Incurrence of Indebtedness and Issuance of Preferred Stock.

         Classic shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable, contingently or otherwise, with respect to
(collectively, "incur") any Indebtedness (including Acquired Debt), and Classic
shall not issue any Disqualified Stock and shall not permit any of its
Subsidiaries to issue any shares of preferred stock; provided, however, that
Classic may incur Indebtedness (including Acquired Debt) or issue Disqualified
Stock, and the Guarantors may incur Indebtedness or issue preferred stock, if
Classic's Debt to Cash Flow Ratio at the time of incurrence of such Indebtedness
or the issuance of such Disqualified Stock or preferred stock, after giving pro
forma effect to such incurrence or issuance as of such date and to the use of
proceeds therefrom as if the same had occurred at the beginning of the most
recently ended three-month period of Classic for which internal financial
statements are available, would have been no greater than 7.0 to 1.

         The first paragraph of this Section 4.09 shall not prohibit the
incurrence of any of the following items of Indebtedness (collectively,
"Permitted Debt"):

(1)  the incurrence by Classic and any Guarantor of additional Indebtedness and
     letters of credit under Credit Facilities in an aggregate principal amount
     at any one time outstanding under this clause (1) (with letters of credit
     being deemed to have a principal amount equal to the maximum potential
     liability of Classic and its Restricted Subsidiaries thereunder) not to
     exceed $350.0 million;

(2)  the incurrence by Classic and its Restricted Subsidiaries of the Existing
     Indebtedness;

(3)  the incurrence by Classic and the Guarantors of Indebtedness represented by
     the Notes and the related Note Guarantees to be issued on the date hereof
     and the Exchange Notes and the related Note Guarantees to be issued
     pursuant to the Registration Rights Agreement;

(4)  the incurrence by Classic or any of its Restricted Subsidiaries of
     Indebtedness represented by Capital Lease Obligations, mortgage financings
     or purchase money obligations or letters of credit, in each case, incurred
     for the purpose of financing all or any part of the purchase price or cost
     of construction or improvement of property, plant or equipment used in the
     business of Classic or such Restricted Subsidiary, in an aggregate
     principal amount, including all Permitted Refinancing Indebtedness incurred
     to refund, refinance or replace any Indebtedness incurred pursuant to this
     clause (4), not to exceed $15.0 million at any time outstanding;

(5)  the incurrence by Classic or any of its Restricted Subsidiaries of
     Permitted Refinancing Indebtedness in exchange for, or the net proceeds of
     which are used to refund, refinance or replace Indebtedness (other than
     intercompany Indebtedness) that was permitted by this Indenture to be
     incurred under the first paragraph of this Section 4.09 or clauses (2),
     (3), (4) or (5) of this paragraph;

(6)  the incurrence by Classic or any of its Restricted Subsidiaries of
     intercompany Indebtedness between or among Classic and any of its
     Restricted Subsidiaries; provided, however, that:


                                       49
<PAGE>   56

         (a)      if Classic or any Guarantor is the obligor on such
                  Indebtedness, such Indebtedness must be expressly subordinated
                  to the prior payment in full in cash of all Obligations with
                  respect to the Notes, in the case of Classic, or the Note
                  Guarantee, in the case of a Guarantor; and

         (b)      (i) any subsequent issuance or transfer of Equity Interests
                  that results in any such Indebtedness being held by a Person
                  other than Classic or a Restricted Subsidiary thereof and (ii)
                  any sale or other transfer of any such Indebtedness to a
                  Person that is not either Classic or a Restricted Subsidiary
                  of Classic, will be deemed, in each case, to constitute an
                  incurrence of such Indebtedness by Classic or such Restricted
                  Subsidiary, as the case may be, that was not permitted by this
                  clause (6);

(7)  the incurrence by Classic or any of its Restricted Subsidiaries of Hedging
     Obligations that are incurred for the purpose of fixing or hedging interest
     rate risk with respect to any floating rate Indebtedness that is permitted
     by the terms of this Indenture to be outstanding;

(8)  the guarantee by Classic or any of the Guarantors of Indebtedness of
     Classic or a Subsidiary of Classic that was permitted to be incurred by
     another provision of this Section 4.09;

(9)  the accrual of interest, the accretion or amortization of original issue
     discount, the payment of interest on any Indebtedness in the form of
     additional Indebtedness with the same terms, and the payment of dividends
     on Disqualified Stock in the form of additional shares of the same class of
     Disqualified Stock shall not be deemed to be an incurrence of Indebtedness
     or an issuance of Disqualified Stock for purposes of this Section 4.09;

(10) the incurrence of Indebtedness of a Restricted Subsidiary that was
     outstanding on or prior to the date on which such Restricted Subsidiary was
     acquired by Classic (other than Indebtedness incurred in connection with,
     or to provide all or any portion of the funds or credit support utilized to
     consummate, the transaction or series of related transactions pursuant to
     which such Restricted Subsidiary became a Restricted Subsidiary or was
     acquired by Classic); provided, however, that on the date of such
     acquisition and after giving effect to that acquisition, the Debt to Cash
     Flow Ratio would have been less than or equal to the Debt to Cash Flow
     Ratio immediately prior to that acquisition;

(11) the incurrence by Classic or any of the Guarantors of Indebtedness in
     addition to any Indebtedness described in clauses (1) through (10) and (12)
     of this Section 4.09 in an aggregate principal amount (or accreted value,
     as applicable) at any time outstanding, including all Permitted Refinancing
     Indebtedness incurred to refund, refinance or replace any Indebtedness
     incurred pursuant to this clause (11), not to exceed $25.0 million; and

(12) the incurrence by Classic's Unrestricted Subsidiaries of Non-Recourse Debt,
     provided, however, that if any such Indebtedness ceases to be Non-Recourse
     Debt of an Unrestricted Subsidiary, that event will be deemed to constitute
     an incurrence of Indebtedness by a Restricted Subsidiary of Classic that
     was not permitted by this clause (12).

         For purposes of determining compliance with this Section 4.09, in the
event that an item of proposed Indebtedness meets the criteria of more than one
of the categories of Permitted Debt described in clauses (1) through (12) above,
or is entitled to be incurred pursuant to the first paragraph of this Section
4.09, Classic shall be permitted to classify such item of Indebtedness on the
date of its incurrence or later


                                       50
<PAGE>   57

reclassify all or a portion of such item of Indebtedness in any manner that
complies with this Section 4.09 and the items will be treated as having been
incurred pursuant only to the first paragraph or clause (1) through (12) of this
Section 4.09. Indebtedness under Credit Facilities outstanding on the date on
which Notes are first issued and authenticated under this Indenture shall be
deemed to have been incurred on such date in reliance on the exception provided
by clause (1) of the definition of Permitted Debt.

Section 4.10.     Asset Sales.

         Classic shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:

(1)  Classic (or the Restricted Subsidiary, as the case may be) receives
     consideration at the time of such Asset Sale at least equal to the fair
     market value of the assets or Equity Interests issued or sold or otherwise
     disposed of;

(2)  such fair market value is determined by Classic's Board of Directors and
     evidenced by a resolution of the Board of Directors set forth in an
     Officers' Certificate delivered to the Trustee; and

(3)  at least 75% of the consideration received in such Asset Sale by Classic or
     such Restricted Subsidiary is in the form of cash or Cash Equivalents. For
     purposes of this provision, each of the following shall be deemed to be
     cash:

         (a)      any Indebtedness or other liabilities, as shown on Classic's
                  or such Restricted Subsidiary's most recent balance sheet, of
                  Classic or any Restricted Subsidiary (other than contingent
                  liabilities and Indebtedness that is by its terms subordinated
                  to the Notes or any Note Guarantee) that are assumed by the
                  transferee of any such assets pursuant to an agreement that
                  releases Classic or such Restricted Subsidiary from further
                  liability; and

         (b)      any securities, notes or other obligations received by Classic
                  or any such Restricted Subsidiary from such transferee that
                  are converted within 60 days of the applicable Asset Sale by
                  Classic or such Restricted Subsidiary into cash or Cash
                  Equivalents, to the extent of the cash received in that
                  conversion.

         Notwithstanding the foregoing, Classic and its Restricted Subsidiaries
may consummate Asset Swaps; provided that, immediately after giving effect to
such Asset Swap, Classic would be permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Debt to Cash Flow Ratio test set forth
in the first paragraph of Section 4.09 hereof.

         Within 365 days after the receipt of any Net Proceeds from an Asset
Sale, including any cash received in an Asset Swap, Classic or any of its
Restricted Subsidiaries may apply those Net Proceeds at its option:

(1)  to prepay, repay, redeem or purchase Senior Debt and, if the Senior Debt
     repaid is revolving credit Indebtedness, to correspondingly reduce
     commitments with respect thereto;

(2)  to acquire all or substantially all of the assets of a Permitted Business;


                                       51
<PAGE>   58

(3)  to acquire Voting Stock of a Permitted Business from a Person that is not a
     Subsidiary of Classic; provided, that (a) after giving effect thereto,
     Classic and its Restricted Subsidiaries collectively own a majority of such
     Voting Stock and (b) such acquisition is otherwise made in accordance with
     this Indenture, including, without limitation, Section 4.07 hereof;

(4)  to make a capital expenditure; or

(5)  to acquire other long-term assets that are used or useful in a Permitted
     Business;

provided that in the event Classic would be permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Debt to Cash Flow Ratio test set forth
in the first paragraph of Section 4.09 hereof at the time it consummates a
Permitted Tower Sale and Leaseback, then the 365-day period referred to above
shall be extended for an additional 365 days as to the Net Proceeds from the
Permitted Tower Sale and Leaseback only.

         Pending the final application of any Net Proceeds, Classic may
temporarily reduce revolving credit borrowings or otherwise invest the Net
Proceeds in any manner that is not prohibited by this Indenture.

         Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph shall constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $15.0 million, Classic will make an
offer (an "Asset Sale Offer") to all Holders of Notes and all holders of other
Indebtedness that is pari passu with the Notes containing provisions similar to
those set forth in this Indenture with respect to offers to purchase or redeem
with the proceeds of sales of assets to purchase the maximum principal amount of
Notes and such other pari passu Indebtedness that may be purchased out of the
Excess Proceeds. The offer price in any Asset Sale Offer shall be equal to 100%
of principal amount plus accrued and unpaid interest and Special Interest, if
any, to the date of purchase, and shall be payable in cash. If any Excess
Proceeds remain after consummation of an Asset Sale Offer, Classic may use such
Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If
the aggregate principal amount of Notes and such other pari passu Indebtedness
tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the
Trustee will select the Notes and such other pari passu Indebtedness to be
purchased on a pro rata basis based on the principal amount of Notes and such
other pari passu Indebtedness tendered. Upon completion of each Asset Sale
Offer, the amount of Excess Proceeds shall be reset at zero. The Company shall
comply with the requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder to the extent such laws and
regulations are applicable in connection with the repurchase of Notes in
connection with an Asset Sale Offer.

Section 4.11.     Transactions with Affiliates.

         Classic shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, make any payment to, or sell, lease,
transfer, exchange 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 or series of transactions, contract, agreement, understanding, loan,
advance or guarantee with, or for the benefit of, any Affiliate, officer or
director or Classic (each, an "Affiliate Transaction"), unless:

(1)  such Affiliate Transaction is on terms that are no less favorable to
     Classic or the relevant Restricted Subsidiary than those that would have
     been obtained in a comparable transaction by Classic or such Restricted
     Subsidiary with an unrelated Person; and


                                       52
<PAGE>   59

(2)  Classic delivers to the Trustee:

         (a)      with respect to any Affiliate Transaction or series of related
                  Affiliate Transactions involving aggregate consideration in
                  excess of $1.0 million, a resolution of the Board of Directors
                  set forth in an Officers' Certificate certifying that such
                  Affiliate Transaction complies with clause (1) of this Section
                  4.11 and that such Affiliate Transaction has been approved by
                  a majority of the disinterested members of the Board of
                  Directors; and

         (b)      with respect to any Affiliate Transaction or series of related
                  Affiliate Transactions involving aggregate consideration in
                  excess of $10.0 million, an opinion as to the fairness to the
                  Holders of such Affiliate Transaction from a financial point
                  of view issued by an accounting, appraisal or investment
                  banking firm of national standing.

         The following items shall not be deemed to be Affiliate Transactions
and, therefore, will not be subject to the provisions of the prior paragraph:

(1)  employment agreements entered into by Classic or any of its Subsidiaries on
     or prior to the date of this Indenture and any employment agreement entered
     into by Classic or any of its Restricted Subsidiaries in the ordinary
     course of business and consistent with the past practice of Classic or such
     Restricted Subsidiary;

(2)  transactions between or among Classic and/or its Restricted Subsidiaries;

(3)  transactions with a Person that is an Affiliate of Classic solely because
     Classic owns an Equity Interest in such Person;

(4)  payment of reasonable fees to directors who are not employees of Classic or
     any of its Restricted Subsidiaries, and customary indemnification and
     insurance arrangements in favor of any director;

(5)  sales or issuances of Equity Interests (other than Disqualified Stock) to
     Affiliates of Classic;

(6)  Restricted Payments that are permitted by the provisions of Section 4.07 of
     this Indenture;

(7)  loans or advances, not to exceed $2.0 million in the aggregate at any time
     outstanding, to employees in the ordinary course of business in accordance
     with past practice; and

(8)  management fees, deal fees or transaction fees paid to employees, directors
     and their respective affiliates, in accordance with the provisions of the
     Management and Advisory Fee Agreement or the Stockholders' Agreement, as
     applicable, as the same are in effect on the date hereof.

Section 4.12.     Liens.

         Classic shall not, and shall not permit any Restricted Subsidiary to,
incur any Indebtedness secured by a Lien against or on any of its property or
assets now owned or hereafter acquired by the Company or any Restricted
Subsidiary unless contemporaneously therewith effective provision is made to
secure the Notes equally and ratably with such secured Indebtedness. This
restriction does not, however, apply to Indebtedness secured by (1) Liens
securing Senior Debt or Indebtedness of a Restricted Subsidiary of Classic, (2)
Liens, if any, in effect on the date hereof; (3) Liens in favor of governmental
bodies to secure


                                       53
<PAGE>   60

progress or advance payments; (4) Liens on Equity Interests or Indebtedness
existing at the time of the acquisition thereof (including acquisition through
merger or consolidation), provided that such Liens were not incurred in
anticipation of such acquisition; (5) Liens securing the Notes; (6) other Liens,
in addition to those described in clauses (1) through (5), (7) or (8) of this
paragraph, securing Indebtedness of Classic in an amount not to exceed $10.0
million at any time outstanding; (7) Other Permitted Liens; and (8) any
extension, renewal or replacement of any Lien referred to in the foregoing
clauses (1) through (7), inclusive.

Section 4.13.     Corporate Existence.

         Subject to Article 5 hereof, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect (i) its
corporate existence, and the corporate, partnership or other existence of each
of its Subsidiaries, in accordance with the respective organizational documents
(as the same may be amended from time to time) of the Company or any such
Subsidiary and (ii) the rights (charter and statutory), licenses and franchises
of the Company and its Subsidiaries; provided, however, that the Company shall
not be required to preserve any such right, license or franchise, or the
corporate, partnership or other existence of any of its Subsidiaries, if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and its Subsidiaries,
taken as a whole, and that the loss thereof is not adverse in any material
respect to the Holders of the Notes.

Section 4.14.     Offer to Repurchase Upon Change of Control.

         (a) Upon the occurrence of a Change of Control, the Company shall make
an offer (a "Change of Control Offer") to each Holder to repurchase all or any
part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at
a purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Special Interest thereon, if any, to the date of
purchase (the "Change of Control Payment"). Within 30 days following any Change
of Control, the Company shall mail a notice to each Holder stating: (1) that the
Change of Control Offer is being made pursuant to this Section 4.14 and that all
Notes tendered will be accepted for payment; (2) the purchase price and the
purchase date, which shall be no later than 30 Business Days from the date such
notice is mailed (the "Change of Control Payment Date"); (3) that any Note not
tendered will continue to accrue interest; (4) that, unless the Company defaults
in the payment of the Change of Control Payment, all Notes accepted for payment
pursuant to the Change of Control Offer shall cease to accrue interest after the
Change of Control Payment Date; (5) that Holders electing to have any Notes
purchased pursuant to a Change of Control Offer will be required to surrender
the Notes, with the form entitled "Option of Holder to Elect Purchase" on the
reverse of the Notes completed, to the Paying Agent at the address specified in
the notice prior to the close of business on the third Business Day preceding
the Change of Control Payment Date; (6) that Holders will be entitled to
withdraw their election if the Paying Agent receives, not later than the close
of business on the second Business Day preceding the Change of Control Payment
Date, a telegram, telex, facsimile transmission or letter setting forth the name
of the Holder, the principal amount of Notes delivered for purchase, and a
statement that such Holder is withdrawing his election to have the Notes
purchased; and (7) that Holders whose Notes are being purchased only in part
will be issued new Notes equal in principal amount to the unpurchased portion of
the Notes surrendered, which unpurchased portion must be equal to $1,000 in
principal amount or an integral multiple thereof. The Company shall comply with
the requirements of Rule 14e-1 under the Exchange Act and any other securities
laws and regulations thereunder to the extent such laws and regulations are
applicable in connection with the repurchase of Notes in connection with a
Change of Control.


                                       54
<PAGE>   61

         (b) On the Change of Control Payment Date, the Company shall, to the
extent lawful, (1) accept for payment all Notes or portions thereof properly
tendered pursuant to the Change of Control Offer, (2) deposit with the Paying
Agent an amount equal to the Change of Control Payment in respect of all Notes
or portions thereof so tendered and (3) deliver or cause to be delivered to the
Trustee the Notes so accepted together with an Officers' Certificate stating the
aggregate principal amount of Notes or portions thereof being purchased by the
Company. The Paying Agent shall promptly mail to each Holder of Notes so
tendered the Change of Control Payment for such Notes, and the Company shall
execute and issue and the Trustee shall promptly authenticate and mail (or cause
to be transferred by book entry) to each Holder a new Note equal in principal
amount to any unpurchased portion of the Notes surrendered by such Holder, if
any; provided, that each such new Note shall be in a principal amount of $1,000
or an integral multiple thereof.

         Prior to complying with any of the provisions of this Section 4.14, but
in any event within 90 days following a Change of Control, the Company will
either repay all outstanding Senior Debt or obtain the requisite consents, if
any, under all agreements governing outstanding Senior Debt to permit the
repurchase of Notes required by this Section 4.14. The Company shall publicly
announce the results of the Change of Control Offer on or as soon as practicable
after the Change of Control Payment Date.

         (c) Notwithstanding anything to the contrary in this Section 4.14, the
Company shall not be required to make a Change of Control Offer upon a Change of
Control if a third party makes the Change of Control Offer in the manner, at the
times and otherwise in compliance with the requirements set forth in this
Section 4.14 hereof and all other provisions of this Indenture applicable to a
Change of Control Offer made by the Company and purchases all Notes validly
tendered and not withdrawn under such Change of Control Offer.

Section 4.15.     No Senior Subordinated Debt.

         Notwithstanding the provisions of Section 4.09 hereof, Classic shall
not incur, create, issue, assume, guarantee or otherwise become liable for any
Indebtedness that is subordinate or junior in right of payment to any Senior
Debt of Classic and senior in any respect in right of payment to the Notes. No
Guarantor shall incur, create, issue, assume, guarantee or otherwise become
liable for any Indebtedness that is subordinate or junior in right of payment to
the Senior Debt of such Guarantor and senior in any respect in right of payment
to such Guarantor's Note Guarantee.

Section 4.16.     Limitation on Sale and Leaseback Transactions.

         Classic shall not, and shall not permit any of its Restricted
Subsidiaries to, enter into any sale and leaseback transaction, unless:

(1)  Classic or that Restricted Subsidiary, as applicable, could have (a)
     incurred Indebtedness in an amount equal to the Attributable Debt relating
     to such sale and leaseback transaction under the Debt to Cash Flow Ratio
     test in the first paragraph of Section 4.09 hereof and (b) created a Lien
     on such property securing Attributable Debt without equally and ratably
     securing the Notes pursuant to Section 4.12 hereof;

(2)  the net cash proceeds of that sale and leaseback transaction are at least
     equal to the fair market value, as determined in good faith by the Board of
     Directors and set forth in an Officers' Certificate delivered to the
     Trustee, of the property that is the subject of that sale and leaseback
     transaction; and


                                       55
<PAGE>   62

(3)  the transfer of assets in that sale and leaseback transaction is permitted
     by, and Classic or that Restricted Subsidiary applies the proceeds of such
     transaction in compliance with, Section 4.10 hereof.

Section 4.17.     Limitation on Issuances and Sales of Equity Interests in
Wholly Owned Subsidiaries.

         Classic shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, transfer, convey, sell, lease or
otherwise dispose of any Equity Interests in any Wholly Owned Restricted
Subsidiary of Classic to any Person (other than Classic or a Wholly Owned
Restricted Subsidiary of Classic), unless:

(1)  such transfer, conveyance, sale, lease or other disposition is of all the
     Equity Interests in such Wholly Owned Restricted Subsidiary; and

(2)  the cash Net Proceeds from such transfer, conveyance, sale, lease or other
     disposition are applied in accordance with Section 4.10 hereof.

         In addition, Classic shall not permit any Wholly Owned Restricted
Subsidiary of Classic to issue any of its Equity Interests (other than, if
necessary, shares of its Capital Stock constituting directors' qualifying
shares) to any Person other than to Classic or a Wholly Owned Restricted
Subsidiary of Classic.

Section 4.18.     Designation of Restricted and Unrestricted Subsidiaries.

         The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if that designation would not cause a Default. If a
Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate
fair market value of all outstanding Investments owned by Classic and its
Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an
Investment made as of the time of such designation and will either reduce the
amount available for Restricted Payments under the first paragraph of Section
4.07 hereof or reduce the amount available for future Investments under one or
more clauses of the definition of Permitted Investments, as Classic shall
determine. That designation shall only be permitted if such Investment would be
permitted at that time and if such Restricted Subsidiary otherwise meets the
definition of an Unrestricted Subsidiary. The Board of Directors may redesignate
any Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation
would not cause a Default.

Section 4.19.     Additional Note Guarantees.

         If Classic or any of its Subsidiaries acquires or creates another
Domestic Subsidiary after the date of this Indenture, then that newly acquired
or created Domestic Subsidiary must become a Guarantor and execute a Note
Guarantee in the form of a Supplemental Indenture and deliver an Opinion of
Counsel to the Trustee within 10 Business Days of the date on which it was
acquired or created, unless such Domestic Subsidiary has properly been
designated as an Unrestricted Subsidiary in accordance with this Indenture, for
so long as such Domestic Subsidiary continues to constitute an Unrestricted
Subsidiary. The form of such Note Guarantee is attached as Exhibit E hereto.


                                       56
<PAGE>   63

                                    ARTICLE 5
                                   SUCCESSORS

Section 5.01.     Merger, Consolidation, or Sale of Assets.

         Classic shall not, directly or indirectly: (1) consolidate or merge
with or into another Person (whether or not Classic is the surviving
corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all
or substantially all of the properties or assets of Classic and its Restricted
Subsidiaries taken as a whole, in one or more related transactions, to another
Person; unless:

(1)  either: (a) Classic is the surviving corporation; or (b) the Person formed
     by or surviving any such consolidation or merger (if other than Classic) or
     to which such sale, assignment, transfer, conveyance or other disposition
     shall have been made is a corporation, limited liability company or limited
     partnership organized or existing under the laws of the United States, any
     state thereof or the District of Columbia;

(2)  the Person formed by or surviving any such consolidation or merger (if
     other than Classic) or the Person to which such sale, assignment, transfer,
     conveyance or other disposition shall have been made assumes all the
     obligations of Classic under the Notes, this Indenture and the Registration
     Rights Agreement pursuant to agreements reasonably satisfactory to the
     Trustee;

(3)  immediately after such transaction no Default or Event of Default exists;
     and

(4)  Classic or the Person formed by or surviving any such consolidation or
     merger (if other than Classic), or to which such sale, assignment,
     transfer, conveyance or other disposition shall have been made will, on the
     date of such transaction after giving pro forma effect thereto and any
     related financing transactions as if the same had occurred at the beginning
     of the applicable three-month period, be permitted to incur at least $1.00
     of additional Indebtedness pursuant to the Debt to Cash Flow Ratio test set
     forth in the first paragraph of Section 4.09 hereof.

         In addition, Classic shall not, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more related
transactions, to any other Person. This Section 5.01 shall not apply to a sale,
assignment, transfer, conveyance or other disposition of assets between or among
Classic and any of the Guarantors.

Section 5.02.     Successor Corporation Substituted.

         Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in accordance with Section 5.01 hereof, the successor corporation
formed by such consolidation or into or with which the Company is merged or to
which such sale, assignment, transfer, lease, conveyance or other disposition is
made shall succeed to, and be substituted for (so that from and after the date
of such consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor corporation and not to the Company), and may exercise every right
and power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; provided, however, that
the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Notes except in the case of a sale of all of
the Company's assets that meets the requirements of Section 5.01 hereof.


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<PAGE>   64

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

Section 6.01.     Events of Default.

         An "Event of Default" occurs if:

         (a) the Company defaults in the payment when due of interest on, or
Special Interest with respect to, the Notes whether or not prohibited by Article
10 hereof and such default continues for a period of 30 days;

         (b) the Company defaults in the payment when due of principal of or
premium, if any, on the Notes whether or not prohibited by Article 10 hereof;

         (c) the Company or any of its Subsidiaries fails to comply with the
provisions applicable to them of Section 5.01 hereof;

         (d) the Company or any of its Subsidiaries fails to comply with the
provisions applicable to them of Section 4.03, 4.07, 4.08, 4.09, 4.11, 4.14,
4.16, 4.17, 4.18 or 4.19 (in each case other than a failure to purchase Notes)
for 30 days after notice to the Company;

         (e) the Company or any of its Subsidiaries fails to observe or perform
any other agreements applicable to them in this Indenture or the Notes for 60
days after notice to the Company;

         (f) a default occurs under any mortgage, indenture or instrument under
which there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company or any of its Restricted
Subsidiaries (or the payment of which is guaranteed by the Company or any of its
Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, or
is created after the date of this Indenture, if that default (a) is caused by a
failure to pay principal of such Indebtedness at final maturity or (b) results
in the acceleration of such Indebtedness prior to its express maturity and, in
each case, if the total principal amount of such Indebtedness unpaid or
accelerated exceeds $5.0 million;

         (g) any judgment or decree for the payment of money in excess of $5.0
million is rendered against the Company or any Restricted Subsidiary of the
Company and either (a) an enforcement proceeding has been commenced by any
creditor upon such judgment or decree or (b) such judgment or decree remains
outstanding for a period of 60 days following such judgment and is not
discharged, waived or stayed within 10 days of notice;

         (h) the Company or any of its Significant Subsidiaries or any group of
Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary
pursuant to or within the meaning of Bankruptcy Law:

                  (i) commences a voluntary case,

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

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


                                       58
<PAGE>   65

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

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

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

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

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

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

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

         (j) except as permitted by this Indenture, any Note Guarantee is held
in any judicial proceeding to be unenforceable or invalid or shall cease for any
reason to be in full force and effect or any Guarantor, or any Person acting on
behalf of any Guarantor, shall deny or disaffirm its obligations under such
Guarantor's Note Guarantee.

Section 6.02.     Acceleration.

         If any Event of Default (other than an Event of Default specified in
clause (h) or (i) of Section 6.01 hereof with respect to the Company, any
Significant Subsidiary or any group of Significant Subsidiaries that, taken as a
whole, would constitute a Significant Subsidiary) occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the then
outstanding Notes may declare all the Notes to be due and payable immediately.
Upon any such declaration, the Notes shall become due and payable immediately.
Notwithstanding the foregoing, if an Event of Default specified in clause (h) or
(i) of Section 6.01 hereof occurs with respect to the Company, any of its
Significant Subsidiaries or any group of Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary, all outstanding Notes shall be due
and payable immediately without further action or notice. The Holders of a
majority in aggregate principal amount of the then outstanding Notes by written
notice to the Trustee may on behalf of all of the Holders rescind an
acceleration and its consequences if (a) the Company has deposited with the
Trustee a sum sufficient to pay (1) all sums paid or advanced by the Trustee
under this Indenture and the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, (2) all overdue interest on
all Notes then outstanding, (3) the principal of and premium, if any, on any
Notes then outstanding which have become due otherwise than by such declaration
of acceleration and interest thereon (including Special Interest) at the rate
borne by the Notes and (4) to the extent that payment of such interest is
lawful, interest upon overdue interest at the rate borne by the Notes, (b) the
rescission would not conflict with any judgment or decree of a court of
competent jurisdiction, and (c) all Events of Default (other than the
non-declaration of acceleration) have been cured or waived.


                                       59
<PAGE>   66

Section 6.03.     Other Remedies.

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

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

         After a declaration of acceleration, but before a judgment or decree
for payment of the money due has been obtained by the Trustee, the Holders of a
majority in aggregate principal amount of Notes outstanding by written notice to
Classic and the Trustee, may rescind and annul such declaration and its
consequences if (a) Classic has paid or deposited with the Trustee a sum
sufficient to pay (1) all sums paid or advanced by the Trustee under this
Indenture and the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel, (2) all overdue interest on all Notes
then outstanding, (3) the principal of and premium, if any, on any Notes then
outstanding which have become due otherwise than by such declaration of
acceleration and interest thereon (including Special Interest) at the rate borne
by the Notes and (4) to the extent that payment of such interest is lawful,
interest upon overdue interest at the rate borne by the Notes; (b) the
rescission would not conflict with any judgment or decree of a court of
competent jurisdiction; and (c) all Events of Default, other than the
non-declaration of acceleration, have been cured or waived as provided in this
Indenture. No such rescission shall affect any subsequent default or impair any
right consequent thereon.

Section 6.04.     Waiver of Past Defaults.

         Holders of not less than a majority in aggregate principal amount of
the then outstanding Notes by notice to the Trustee may on behalf of the Holders
of all of the Notes waive an existing Default or Event of Default and its
consequences hereunder, except (1) a continuing Default or Event of Default in
the payment of the principal of, premium and Special Interest, if any, or
interest on, the Notes (including in connection with an offer to purchase)
(provided, however, that the Holders of a majority in aggregate principal amount
of the then outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration) or
(2) in respect of a covenant or provision which under this Indenture cannot be
modified or amended without the consent of the Holder of each Note affected by
such modification or amendment. Upon any such waiver, such Default shall cease
to exist, and any Event of Default arising therefrom shall be deemed to have
been cured for every purpose of this Indenture; but no such waiver shall extend
to any subsequent or other Default or impair any right consequent thereon.

Section 6.05.     Control by Majority.

         Holders of a majority in principal amount of the then outstanding Notes
may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power
conferred on it. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture that the Trustee determines may be unduly
prejudicial to the rights of other Holders of Notes or that may involve the
Trustee in personal liability.


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<PAGE>   67

Section 6.06.     Limitation on Suits.

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

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

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

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

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

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

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

Section 6.07.     Rights of Holders of Notes to Receive Payment.

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

Section 6.08.     Collection Suit by Trustee.

         If an Event of Default specified in Section 6.01(a) or (b) occurs and
is continuing, the Trustee is authorized to recover judgment in its own name and
as trustee of an express trust against the Company for the whole amount of
principal of, premium and Special Interest, if any, and interest remaining
unpaid on the Notes and interest on overdue principal and, to the extent lawful,
interest and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

Section 6.09.     Trustee May File Proofs of Claim.

         The Trustee is authorized to file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to


                                       61
<PAGE>   68

the Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07 hereof. To the extent that the
payment of any such compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof out of the estate in any such proceeding, shall be denied
for any reason, payment of the same shall be secured by a Lien on, and shall be
paid out of, any and all distributions, dividends, money, securities and other
properties that the Holders may be entitled to receive in such proceeding
whether in liquidation or under any plan of reorganization or arrangement or
otherwise. Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder, or to authorize the Trustee to vote in respect of the
claim of any Holder in any such proceeding.

Section 6.10.     Priorities.

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

                  First: to the Trustee, its agents and attorneys for amounts
     due under Section 7.07 hereof, including payment of all compensation,
     expense and liabilities incurred, and all advances made, by the Trustee and
     the costs and expenses of collection;

                  Second: to Holders of Notes for amounts due and unpaid on the
     Notes for principal, premium and Special Interest, if any, and interest,
     ratably, without preference or priority of any kind, according to the
     amounts due and payable on the Notes for principal, premium and Special
     Interest, if any and interest, respectively; and

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

         The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

Section 6.11.     Undertaking for Costs.

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


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<PAGE>   69

                                    ARTICLE 7
                                     TRUSTEE

Section 7.01.     Duties of Trustee.

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

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

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

         (ii) in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or 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 liabilities for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

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

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

         (iii) the Trustee shall not be liable with respect to any action it
takes or omits to take in good faith in accordance with a direction received by
it pursuant to Section 6.05 hereof.

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

         (e) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

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


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Section 7.02.     Rights of Trustee.

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

         (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the written advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection from liability in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

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

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

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

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

         (g) The Trustee is not required to give any bond or surety with respect
to the performance of its duties or the exercise of its powers under this
Indenture.

         (h) In the event the Trustee receives inconsistent or conflicting
requests and indemnity from two or more groups of holders of Notes, each
representing less than a majority in aggregate principal amount of the Notes
outstanding, pursuant to the provisions of this Indenture, the Trustee, in its
sole discretion, may determine what action, if any, shall be taken.

         (i) The Trustee's immunities and protections from liability and its
right to indemnification in connection with the performance of its duties under
this Indenture shall extend to the Trustee's officers, directors, agents,
attorneys and employees. Such immunities and protections and the right to
indemnification shall survive the Trustee's resignation or removal, the
discharge of this Indenture and final payment of the Notes.

         (j) The permissive right of the Trustee to take the actions permitted
by this Indenture shall not be construed as an obligation or duty to do so.

         (k) Except for information provided by the Trustee concerning the
Trustee, the Trustee shall have no responsibility for any information in any
offering circular or other disclosure material distributed with respect to the
Notes, and the Trustee shall have no responsibility for compliance with any
state or federal securities laws in connection with the Notes.


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<PAGE>   71

Section 7.03.     Individual Rights of Trustee.

         The Trustee in its or any other capacity may become the owner or
pledgee of Notes and may otherwise deal with the Company or any Affiliate of the
Company with the same rights it would have if it were not Trustee. However, in
the event that the Trustee acquires any conflicting interest it must eliminate
such conflict within 90 days, apply to the SEC for permission to continue as
trustee or resign. Any Agent may do the same with like rights and duties. The
Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04.     Trustee's Disclaimer.

         The Trustee shall not be responsible for and makes no representation as
to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

Section 7.05.     Notice of Defaults.

         If a Default or Event of Default occurs and is continuing and if it is
known to a Responsible Officer of the Trustee, the Trustee shall mail to Holders
of Notes a notice of the Default or Event of Default within 90 days after it
occurs. Except in the case of a Default or Event of Default in payment of
principal of, premium, if any, or interest on any Note, the Trustee may withhold
the notice if and so long as a committee of its Responsible Officers in good
faith determines that withholding the notice is in the interests of the Holders
of the Notes. The Trustee is not required to take notice or deemed to have
notice of any Default or Event of Default, except Events of Default under
Section 6.01(a) and 6.01(b), unless a Responsible Officer of the Trustee has
actual knowledge thereof or has received notice in writing of such Default or
Event of Default from the Company or from the holders of at least 25% in
aggregate principal amount of the outstanding Notes, and in the absence of any
such notice, the Trustee may conclusively assume that no such Default or Event
of Default exists.

Section 7.06.     Reports by Trustee to Holders of the Notes.

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

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


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Section 7.07.     Compensation and Indemnity.

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

         The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company (including
this Section 7.07) and defending itself against any claim (whether asserted by
the Company or any Holder or any other person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent any such loss, liability or expense may be attributable to its
negligence or bad faith. The Trustee shall notify the Company promptly of any
claim for which it may seek indemnity. Failure by the Trustee to so notify the
Company shall not relieve the Company of its obligations hereunder. The Company
shall defend the claim and the Trustee shall cooperate in the defense. The
Trustee may have separate counsel and the Company shall pay the reasonable fees
and expenses of such counsel. The Company need not pay for any settlement made
without its consent, which consent shall not be unreasonably withheld.

         The obligations of the Company under this Section 7.07 shall survive
the satisfaction and discharge of this Indenture.

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

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(h) or (i) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

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

Section 7.08.     Replacement of Trustee.

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

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

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


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<PAGE>   73

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

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

         (d) the Trustee becomes incapable of acting.

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

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

         If the Trustee, after written request by any Holder who has been a
Holder for at least six months, fails to comply with Section 7.10, such Holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, provided all sums owing to the
Trustee hereunder have been paid and subject to the Lien provided for in Section
7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof shall continue for the
benefit of the retiring Trustee.

Section 7.09.     Successor Trustee by Merger, etc.

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

Section 7.10.     Eligibility; Disqualification.

         There shall at all times be a Trustee hereunder that is a corporation,
bank or banking association organized and doing business under the laws of the
United States of America or of any state thereof that is authorized under such
laws to exercise corporate trustee powers, that is subject to supervision or
examination by federal or state authorities and that has a combined capital and
surplus of at least $100 million as set forth in its most recent published
annual report of condition.

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


                                       67
<PAGE>   74

Section 7.11.     Preferential Collection of Claims Against Company.

         The Trustee is subject to 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 therein.


                                    ARTICLE 8
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01.     Option to Effect Legal Defeasance or Covenant Defeasance.

         The Company may, at its option and at any time, elect to have either
Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance
with the conditions set forth below in this Article 8.

Section 8.02.     Legal Defeasance and Discharge.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company and the Guarantors shall, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be
deemed to have been discharged from their obligations with respect to all
outstanding Notes and Note Guarantees on the date the conditions set forth below
are satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal
Defeasance means that the Company shall be deemed to have paid and discharged
the entire Indebtedness represented by the outstanding Notes, which shall
thereafter be deemed to be "outstanding" only for the purposes of Section 8.05
hereof and the other Sections of this Indenture referred to in (a) and (b)
below, and the Company and the Guarantors shall be deemed to have satisfied all
their other obligations under such Notes, the Notes Guarantees and this
Indenture (and the Trustee, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the
following provisions which shall survive until otherwise terminated or
discharged hereunder: (a) the rights of Holders of outstanding Notes to receive
solely from the trust fund described in Section 8.04 hereof, and as more fully
set forth in such Section, payments in respect of the principal of, premium, if
any, and interest on such Notes when such payments are due, (b) the Company's
obligations with respect to such Notes under Article 2 and Section 4.02 hereof,
(c) the rights, powers, trusts, duties and immunities of the Trustee hereunder
and the Company's and the Guarantors' obligations in connection therewith and
(d) this Article 8. Subject to compliance with this Article 8, the Company may
exercise its option under this Section 8.02 notwithstanding the prior exercise
of its option under Section 8.03 hereof.

Section 8.03.     Covenant Defeasance.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company and the Guarantors shall, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be
released from their obligations under the covenants contained in Sections 4.07,
4.08, 4.09, 4.10, 4.11, 4.12, 4.14, 4.15, 4.16, 4.17, 4.18 and 4.19 hereof and
clause (4) of Section 5.01 hereof with respect to the outstanding Notes and the
Note Guarantees on and after the date the conditions set forth in Section 8.04
are satisfied (hereinafter, "Covenant Defeasance"), and the Notes shall
thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such
Notes and such Note


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<PAGE>   75

Guarantees shall not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes
and Note Guarantees, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section 6.01
hereof, but, except as specified above, the remainder of this Indenture and such
Notes and Note Guarantees shall be unaffected thereby. In addition, upon the
Company's exercise under Section 8.01 hereof of the option applicable to this
Section 8.03 hereof, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, Sections 6.01(c) through 6.01(f) hereof shall not
constitute Events of Default.

Section 8.04.     Conditions to Legal or Covenant Defeasance.

         The following shall be the conditions to the application of either
Section 8.02 or 8.03 hereof to the outstanding Notes and Note Guarantees:

         In order to exercise either Legal Defeasance or Covenant Defeasance:

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

         (b) in the case of an election under Section 8.02 hereof, the Company
shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that (A) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (B) since the date of this Indenture, there has been a change in the
applicable federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Legal Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred;

         (c) in the case of an election under Section 8.03 hereof, the Company
shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Covenant Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Covenant Defeasance had not occurred;

         (d) no Default or Event of Default shall have occurred and be
continuing on the date of such deposit (other than a Default or Event of Default
resulting from the incurrence of Indebtedness all or a portion of the proceeds
of which will be used to defease the Notes pursuant to this Article 8
concurrently with such incurrence) or insofar as Sections 6.01(h) or 6.01(i)
hereof is concerned, at any time in the period ending on the 91st day after the
date of deposit;


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<PAGE>   76

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

         (f) the Company shall have delivered to the Trustee an Opinion of
Counsel (which may be subject to customary exceptions) to the effect that on the
91st day following the deposit, the trust funds will not be subject to the
effect of any applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors' rights generally;

         (g) the Company shall have delivered to the Trustee an Officers'
Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders over any other creditors of the Company or with the
intent of defeating, hindering, delaying or defrauding any other creditors of
the Company; and

         (h) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for or relating to the Legal Defeasance or the Covenant
Defeasance have been complied with.

Section 8.05.     Deposited Money and Government Securities to be Held in Trust;
                  Other Miscellaneous Provisions.

         Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium, if any, and interest, but
such money need not be segregated from other funds except to the extent required
by law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

         Anything in this Article 8 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided
in Section 8.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.04(a) hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06.     Repayment to Company.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium, if any,
or interest on any Note and remaining unclaimed for two years after such
principal, and premium, if any, or interest has become due and payable shall be
paid to the Company on its request or (if then held by the Company) shall be
discharged from such trust. The


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<PAGE>   77

Holder of such Note shall thereafter look only to the Company for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in the New York Times and The Wall Street
Journal (national edition), notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the
date of such notification or publication, any unclaimed balance of such money
then remaining will be repaid to the Company.

Section 8.07.     Reinstatement.

         If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.02 or
8.03 hereof, as the case may be, by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.02 or 8.03
hereof, as the case may be; provided, however, that, if the Company makes any
payment of principal of, premium, if any, or interest on any Note following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.


                                    ARTICLE 9
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01.     Without Consent of Holders of Notes.

         Notwithstanding Section 9.02 of this Indenture, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture, the Note
Guarantees or the Notes without the consent of any Holder of a Note:

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

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

         (c) to provide for the assumption of the Company's or a Guarantor's
obligations to the Holders of the Notes by a successor to the Company pursuant
to Article 5 or Article 10 hereof;

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

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


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<PAGE>   78

         (f) to provide for the issuance of Additional Notes in accordance with
the limitations set forth in this Indenture as of the date hereof; or

         (g) to allow any Guarantor to execute a supplemental indenture and/or a
Note Guarantee with respect to the Notes.

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

Section 9.02.     With Consent of Holders of Notes.

         Except as provided below in this Section 9.02, the Company and the
Trustee may amend or supplement this Indenture (including Section 3.09, 4.10 and
4.14 hereof), the Note Guarantees and the Notes with the consent of the Holders
of at least a majority in principal amount of the Notes (including Additional
Notes, if any) then outstanding voting as a single class (including consents
obtained in connection with a tender offer or exchange offer for, or purchase
of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing
Default or Event of Default (other than a Default or Event of Default in the
payment of the principal of, premium, if any, or interest on the Notes, except a
payment default resulting from an acceleration that has been rescinded) or
compliance with any provision of this Indenture, the Note Guarantees or the
Notes may be waived with the consent of the Holders of a majority in principal
amount of the then outstanding Notes (including Additional Notes, if any) voting
as a single class (including consents obtained in connection with a tender offer
or exchange offer for, or purchase of, the Notes).

         Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.02 hereof, the Trustee shall
join with the Company in the execution of such amended or supplemental Indenture
unless such amended or supplemental Indenture directly affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion, but shall not be obligated to, enter into
such amended or supplemental Indenture.

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

         After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes (including Additional Notes,
if any) then outstanding voting as a single class may waive compliance in a


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<PAGE>   79

particular instance by the Company with any provision of this Indenture or the
Notes. However, without the consent of each Holder affected, an amendment or
waiver under this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder):

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

         (b) reduce the principal of or change the fixed maturity of any Note or
alter or waive any of the provisions with respect to the redemption of the Notes
except as provided above with respect to Sections 3.09, 4.10 and 4.14 hereof;

         (c) reduce the rate of or change the time for payment of interest,
including default interest, on any Note;

         (d) waive a Default or Event of Default in the payment of principal of
or premium or Special Interest, if any, or interest on the Notes (except a
rescission of acceleration of the Notes by the Holders of at least a majority in
aggregate principal amount of the then outstanding Notes (including Additional
Notes, if any) and a waiver of the payment default that resulted from such
acceleration);

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

         (f) make any change in the provisions of this Indenture relating to
waivers of past Defaults or the rights of Holders of Notes to receive payments
of principal of, or interest or premium or Special Interest, if any, on the
Notes;

         (g) waive a redemption payment with respect to any Note (other than a
payment required by Sections 3.09, 4.10 and 4.14 hereof);

         (h) make any change in Section 6.04 or 6.07 hereof or in the foregoing
amendment and waiver provisions; or

         (i) release any Guarantor from any of its obligations under its Note
Guarantee or this Indenture, except in accordance with the terms of this
Indenture.

         In addition, without the consent of at least 75% in aggregate principal
amount of the Notes then outstanding no waiver or amendment to this Indenture
may make any change in the provisions of Article 10 hereof that adversely
affects the rights of any Holder of Notes.

Section 9.03.     Compliance with Trust Indenture Act.

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

Section 9.04.     Revocation and Effect of Consents.

         Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on


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<PAGE>   80

any Note. However, any such Holder of a Note or subsequent Holder of a Note may
revoke the consent as to its Note if the Trustee receives written notice of
revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

Section 9.05.     Notation on or Exchange of Notes.

         The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.

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

Section 9.06.     Trustee to Sign Amendments, etc.

         The Trustee shall sign any amended or supplemental Indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amendment or supplemental Indenture until the Board of Directors
approves it. In executing any amended or supplemental indenture, the Trustee
shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully
protected in relying upon, in addition to the documents required by Section
11.04 hereof, an Officer's Certificate and an Opinion of Counsel stating that
the execution of such amended or supplemental indenture is authorized or
permitted by this Indenture.


                                   ARTICLE 10
                                  SUBORDINATION

Section 10.01.    Agreement to Subordinate.

         The Company agrees, and each Holder by accepting a Note agrees, that
the Indebtedness evidenced by the Notes is subordinated in right of payment, to
the extent and in the manner provided in this Article 10, to the prior payment
in full of all Senior Debt (whether outstanding on the date hereof or hereafter
created, incurred, assumed or guaranteed), and that the subordination is for the
benefit of the holders of Senior Debt.

Section 10.02.    Liquidation; Dissolution; Bankruptcy.

         Upon any distribution to creditors of the Company in a liquidation or
dissolution of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property, in
an assignment for the benefit of creditors or any marshaling of the Company's
assets and liabilities:

                  (i) holders of Senior Debt shall be entitled to receive
     payment in full of all Obligations due in respect of such Senior Debt
     (including interest after the commencement of any such proceeding at the
     rate specified in the applicable Senior Debt) before Holders of the Notes
     shall be entitled to receive any payment with respect to the Notes (except
     that Holders may receive (A)


                                       74
<PAGE>   81

     Permitted Junior Securities and (B) payments and other distributions made
     from any defeasance trust created pursuant to Section 8.01 hereof); and

                  (ii) until all Obligations with respect to Senior Debt (as
     provided in clause (i) above) are paid in full, any distribution to which
     Holders would be entitled but for this Article 10 shall be made to holders
     of Senior Debt (except that Holders of Notes may receive (A) Permitted
     Junior Securities and (B) payments and other distributions made from any
     defeasance trust created pursuant to Section 8.01 hereof), as their
     interests may appear.

Section 10.03.    Default on Designated Senior Debt.

         (a) The Company may not make any payment or distribution to the Trustee
or any Holder in respect of Obligations with respect to the Notes and may not
acquire from the Trustee or any Holder any Notes for cash or property (other
than (A) Permitted Junior Securities and (B) payments and other distributions
made from any defeasance trust created pursuant to Section 8.01 hereof) until
all principal and other Obligations with respect to the Senior Debt have been
paid in full if:

                  (i) a default in the payment of any principal or other
     Obligations with respect to Designated Senior Debt occurs and is continuing
     beyond any applicable grace period in the agreement, indenture or other
     document governing such Designated Senior Debt; or

                  (ii) a default, other than a payment default, on Designated
     Senior Debt occurs and is continuing that then permits holders of the
     Designated Senior Debt to accelerate its maturity and the Trustee receives
     a notice of the default (a "Payment Blockage Notice") from a Person who may
     give it pursuant to Section 10.11 hereof. If the Trustee receives any such
     Payment Blockage Notice, no subsequent Payment Blockage Notice shall be
     effective for purposes of this Section unless and until (A) at least 360
     days shall have elapsed since the delivery of the immediately prior Payment
     Blockage Notice and (B) all scheduled payments of principal, premium and
     Special Interest, if any, and interest on the Notes that have come due have
     been paid in full in cash. No nonpayment default that existed or was
     continuing on the date of delivery of any Payment Blockage Notice to the
     Trustee shall be, or be made, the basis for a subsequent Payment Blockage
     Notice unless such default shall have been waived for a period of not less
     than 90 days.

         (b) The Company may and shall resume payments on and distributions in
respect of the Notes and may acquire them upon the earlier of:

                  (i) the date upon which the default is cured or waived, or

                  (ii) in the case of a default referred to in clause (ii) of
     Section 10.03(a) hereof, 179 days pass after notice is received, unless the
     maturity of such Designated Senior Debt has been accelerated,

if this Article 10 otherwise permits the payment, distribution or acquisition at
the time of such payment or acquisition.


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Section 10.04.    Acceleration of Securities.

         If payment of the Notes is accelerated because of an Event of Default,
the Company shall promptly notify holders of Senior Debt of the acceleration.

Section 10.05.    When Distribution Must Be Paid Over.

         In the event that the Trustee or any Holder receives any payment of any
Obligations with respect to the Notes (except in Permitted Junior Securities or
from the trust described under Section 8.01 hereof) at a time when the payment
is prohibited by Section 10.03 hereof and the Trustee or such Holder, as
applicable, has actual knowledge that such payment is prohibited by Section
10.03 hereof, such payment shall be held by the Trustee or such Holder, in trust
for the benefit of, and shall be paid forthwith over and delivered, upon written
request, to, the holders of Senior Debt as their interests may appear or their
Representative under the indenture or other agreement (if any) pursuant to which
Senior Debt may have been issued, as their respective interests may appear, for
application to the payment of all Obligations with respect to Senior Debt
remaining unpaid to the extent necessary to pay such Obligations in full in
accordance with their terms, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Debt.

         With respect to the holders of Senior Debt, the Trustee undertakes to
perform only such obligations on the part of the Trustee as are specifically set
forth in this Article 10, and no implied covenants or obligations with respect
to the holders of Senior Debt shall be read into this Indenture against the
Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and shall not be liable to any such holders if the
Trustee shall pay over or distribute to or on behalf of Holders or the Company
or any other Person money or assets to which any holders of Senior Debt shall be
entitled by virtue of this Article 10, except if such payment is made as a
result of the willful misconduct or gross negligence of the Trustee.

Section 10.06.    Notice by Company.

         The Company shall promptly notify the Trustee and the Paying Agent of
any facts known to the Company that would cause a payment of any Obligations
with respect to the Notes to violate this Article 10, but failure to give such
notice shall not affect the subordination of the Notes to the Senior Debt as
provided in this Article 10.

Section 10.07.    Subrogation.

         After all Senior Debt is paid in full and until the Notes are paid in
full, Holders of Notes shall be subrogated (equally and ratably with all other
Indebtedness pari passu with the Notes) to the rights of holders of Senior Debt
to receive distributions applicable to Senior Debt to the extent that
distributions otherwise payable to the Holders of Notes have been applied to the
payment of Senior Debt. A distribution made under this Article 10 to holders of
Senior Debt that otherwise would have been made to Holders of Notes is not, as
between the Company and Holders, a payment by the Company on the Notes.

Section 10.08.    Relative Rights.

         This Article 10 defines the relative rights of Holders of Notes and
holders of Senior Debt. Nothing in this Indenture shall:


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                  (i) impair, as between the Company and Holders of Notes, the
     obligation of the Company, which is absolute and unconditional, to pay
     principal of and interest on the Notes in accordance with their terms;

                  (ii) affect the relative rights of Holders of Notes and
     creditors of the Company other than their rights in relation to holders of
     Senior Debt; or

                  (iii) prevent the Trustee or any Holder of Notes from
     exercising its available remedies upon a Default or Event of Default,
     subject to the rights of holders and owners of Senior Debt to receive
     distributions and payments otherwise payable to Holders of Notes.

         If the Company fails because of this Article 10 to pay principal of or
interest on a Note on the due date, the failure is still a Default or Event of
Default.

Section 10.09.    Subordination May Not Be Impaired by Company.

         No right of any holder of Senior Debt to enforce the subordination of
the Indebtedness evidenced by the Notes shall be impaired by any act or failure
to act by the Company or any Holder or by the failure of the Company or any
Holder to comply with this Indenture.

Section 10.10.    Distribution or Notice to Representative.

         Whenever a distribution is to be made or a notice given to holders of
Senior Debt, the distribution may be made and the notice given to their
Representative.

         Upon any payment or distribution of assets of the Company referred to
in this Article 10, the Trustee and the Holders of Notes shall be entitled to
rely upon any order or decree made by any court of competent jurisdiction or
upon any certificate of such Representative or of the liquidating trustee or
agent or other Person making any distribution to the Trustee or to the Holders
of Notes for the purpose of ascertaining the Persons entitled to participate in
such distribution, the holders of the Senior Debt and other Indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 10.

Section 10.11.    Rights of Trustee and Paying Agent.

         Notwithstanding the provisions of this Article 10 or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes, unless the Trustee shall have received at its
Corporate Trust Office at least five Business Days prior to the date of such
payment written notice of facts that would cause the payment of any Obligations
with respect to the Notes to violate this Article 10. Only the Company or a
Representative may give the notice. Nothing in this Article 10 shall impair the
claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof.

         The Trustee in its individual or any other capacity may hold Senior
Debt with the same rights it would have if it were not Trustee. Any Agent may do
the same with like rights.


                                       77
<PAGE>   84

Section 10.12.    Authorization to Effect Subordination.

         Each Holder of Notes, by the Holder's acceptance thereof, authorizes
and directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article 10, and appoints the Trustee to act as such Holder's attorney-in-fact
for any and all such purposes. If the Trustee does not file a proper proof of
claim or proof of debt in the form required in any proceeding referred to in
Section 6.09 hereof at least 30 days before the expiration of the time to file
such claim, the Representatives are hereby authorized to file an appropriate
claim for and on behalf of the Holders of the Notes.

Section 10.13.    Amendments.

         The provisions of this Article 10 shall not be amended or modified
without the written consent of the holders of all Senior Debt.


                                   ARTICLE 11
                                 NOTE GUARANTEES

Section 11.01.    Guarantee.

         Subject to this Article 11, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or
the obligations of the Company hereunder or thereunder, that: (a) the principal
of and interest on the Notes will be promptly paid in full when due, whether at
maturity, by acceleration, redemption or otherwise, and interest on the overdue
principal of and interest on the Notes, if any, if lawful, and all other
obligations of the Company to the Holders or the Trustee hereunder or thereunder
will be promptly paid in full or performed, all in accordance with the terms
hereof and thereof; and (b) in case of any extension of time of payment or
renewal of any Notes or any of such other obligations, that same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.
Failing payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Guarantors shall be jointly and severally
obligated to pay the same immediately. Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.

         The Guarantors hereby agree that their obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, 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 hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenant that this Note Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture.

         If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors or any custodian, trustee, liquidator or
other similar official acting in relation to either the


                                       78
<PAGE>   85

Company or the Guarantors, any amount paid by either to the Trustee or such
Holder, this Note Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect.

         Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Note Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of
such obligations as provided in Article 6 hereof, such obligations (whether or
not due and payable) shall forthwith become due and payable by the Guarantors
for the purpose of this Note Guarantee. The Guarantors shall have the right to
seek contribution from any non-paying Guarantor so long as the exercise of such
right does not impair the rights of the Holders under the Guarantee.

Section 11.02.    Subordination of Note Guarantee.

         The Obligations of each Guarantor under its Note Guarantee pursuant to
this Article 11 shall be junior and subordinated to the Senior Guarantee of such
Guarantor on the same basis as the Notes are junior and subordinated to Senior
Debt of the Company. For the purposes of the foregoing sentence, the Trustee and
the Holders shall have the right to receive and/or retain payments by any of the
Guarantors only at such times as they may receive and/or retain payments in
respect of the Notes pursuant to this Indenture, including Article 10 hereof.

Section 11.03.    Limitation on Guarantor Liability.

         Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Note Guarantee of
such Guarantor not constitute a fraudulent transfer or conveyance for purposes
of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to any
Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders
and the Guarantors hereby irrevocably agree that the obligations of such
Guarantor will, after giving effect to such maximum amount and all other
contingent and fixed liabilities of such Guarantor that are relevant under such
laws, and after giving effect to any collections from, rights to receive
contribution from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under this Article 11, result
in the obligations of such Guarantor under its Note Guarantee not constituting a
fraudulent transfer or conveyance.

Section 11.04.    Execution and Delivery of Note Guarantee.

         To evidence its Note Guarantee set forth in Section 11.01, each
Guarantor hereby agrees that a notation of such Note Guarantee substantially in
the form included in Exhibit E shall be endorsed by an Officer of such Guarantor
on each Note authenticated and delivered by the Trustee and that this Indenture
shall be executed on behalf of such Guarantor by its President or one of its
Vice Presidents.

         Each Guarantor hereby agrees that its Note Guarantee set forth in
Section 11.01 shall remain in full force and effect notwithstanding any failure
to endorse on each Note a notation of such Note Guarantee.


                                       79
<PAGE>   86

         If an Officer whose signature is on this Indenture or on the Note
Guarantee no longer holds that office at the time the Trustee authenticates the
Note on which a Note Guarantee is endorsed, the Note Guarantee shall be valid
nevertheless.

         The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Note Guarantee set forth
in this Indenture on behalf of the Guarantors.

         In the event that the Company creates or acquires any new Subsidiaries
subsequent to the date of this Indenture, if required by Section 4.19 hereof,
the Company shall cause such Subsidiaries to execute supplemental indentures to
this Indenture and Note Guarantees in accordance with Section 4.19 hereof and
this Article 11, to the extent applicable.

Section 11.05.    Guarantors May Consolidate, etc., on Certain Terms.

         Except as otherwise provided in Section 11.06, no Guarantor may sell or
otherwise dispose of all or substantially all of its assets to, or consolidate
with or merge with or into (whether or not such Guarantor is the surviving
Person) another Person other than Classic or another Guarantor unless:

         (a) either (1) the Person acquiring the property in any such sale or
disposition or the Person formed by or surviving any such consolidation or
merger assumes all the obligations of that Guarantor under the Indenture, its
Note Guarantee and the Registration Rights Agreement pursuant to a supplemental
indenture satisfactory to the Trustee or (2) the Net Proceeds of such sale or
other disposition are applied in accordance with Section 4.10 hereof; and

         (b) immediately after giving effect to such transaction, no Default or
Event of Default exists.

         In case of any such consolidation, merger, sale or conveyance and upon
the assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the Note
Guarantee endorsed upon the Notes and the due and punctual performance of all of
the covenants and conditions of this Indenture to be performed by the Guarantor,
such successor Person shall succeed to and be substituted for the Guarantor with
the same effect as if it had been named herein as a Guarantor. Such successor
Person thereupon may cause to be signed any or all of the Note Guarantees to be
endorsed upon all of the Notes issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee. All the Note
Guarantees so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Note Guarantees theretofore and thereafter issued in
accordance with the terms of this Indenture as though all of such Note
Guarantees had been issued at the date of the execution hereof.

         Except as set forth in Articles 4 and 5 hereof, and notwithstanding
clauses (a) and (b) above, nothing contained in this Indenture or in any of the
Notes shall prevent any consolidation or merger of a Guarantor with or into the
Company or another Guarantor, or shall prevent any sale or conveyance of the
property of a Guarantor as an entirety or substantially as an entirety to the
Company or another Guarantor.

Section 11.06.    Releases Following Sale of Assets.

         In the event of a sale or other disposition of all or substantially all
of the assets of any Guarantor, by way of merger, consolidation or otherwise, or
a sale or other disposition of all the Capital Stock of any Guarantor, in each
case to a Person that is not (either before or after giving effect to such
transactions) a


                                       80
<PAGE>   87

Subsidiary of the Company, then such Guarantor (in the event of a sale or other
disposition, by way of merger, consolidation or otherwise, of all of the Capital
Stock of such Guarantor) or the corporation acquiring the property (in the event
of a sale or other disposition of all or substantially all of the assets of such
Guarantor) will be released and relieved of any obligations under its Note
Guarantee; provided that the Net Proceeds of such sale or other disposition are
applied in accordance with the applicable provisions of this Indenture,
including without limitation Section 4.10 hereof. In addition, the Note
Guarantee of a Guarantor shall be released if the Company properly designates
any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in
accordance with the applicable provisions of this Indenture. Upon delivery by
the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel
to the effect that such sale or other disposition was made by the Company in
accordance with the provisions of this Indenture, including without limitation
Section 4.10 hereof, the Trustee shall execute any documents reasonably required
in order to evidence the release of any Guarantor from its obligations under its
Note Guarantee.

         Any Guarantor not released from its obligations under its Note
Guarantee shall remain liable for the full amount of principal of and interest
on the Notes and for the other obligations of any Guarantor under this Indenture
as provided in this Article 11.


                                   ARTICLE 12
                           SATISFACTION AND DISCHARGE

Section 12.01.    Satisfaction and Discharge.

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

(1)      either:

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

         (b)      all Notes that have not been delivered to the Trustee for
                  cancellation have become due and payable by reason of the
                  making of a notice of redemption or otherwise or will become
                  due and payable within one year and the Company or any
                  Guarantor has irrevocably deposited or caused to be deposited
                  with the Trustee as trust funds in trust solely for the
                  benefit of the Holders, cash in U.S. dollars, non-callable
                  Government Securities, or a combination thereof, in such
                  amounts as will be sufficient without consideration of any
                  reinvestment of interest, to pay and discharge the entire
                  indebtedness on the Notes not delivered to the Trustee for
                  cancellation for principal, premium and Special Interest, if
                  any, and accrued interest to the date of maturity or
                  redemption;

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


                                       81
<PAGE>   88

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

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

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

         Notwithstanding the satisfaction and discharge of this Indenture, if
money shall have been deposited with the Trustee pursuant to subclause (b) of
clause (1) of this Section, the provisions of Section 12.02 and Section 8.06
shall survive.

Section 12.02.    Application of Trust Money.

         Subject to the provisions of Section 8.06, all money deposited with the
Trustee pursuant to Section 12.01 shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal (and premium, if any) and interest for whose payment such money
has been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law.

         If the Trustee or Paying Agent is unable to apply any money or
Government Securities in accordance with Section 11.01 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's and any Guarantor's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 12.01; provided that if the Company has made any payment of principal
of, premium, if any, or interest on any Notes because of the reinstatement of
its obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money or Government Securities held
by the Trustee or Paying Agent.


                                   ARTICLE 13
                                  MISCELLANEOUS

Section 13.01.    Trust Indenture Act Controls.

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

Section 13.02.    Notices.

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


                                       82
<PAGE>   89

         If to the Company and/or any Guarantor:

         Classic Cable, Inc.
         515 Congress Avenue
         Suite 2626
         Austin, Texas  78701
         Telecopier No.:  (512) 476-9095
         Attention:  Corporate Secretary

         With a copy to:

         Skadden, Arps, Slate, Meagher & Flom (Illinois)
         333 West Wacker Drive
         Suite 2100
         Chicago, Illinois   60606-1285
         Telecopier No.: (312) 407-0411
         Attention:  Peter Krupp

         If to the Trustee:

         For payment, registration, transfer and exchange of the Notes:

         Chase Bank of Texas, National Association
         One Main Place
         1201 Main Street, 18th Floor
         Dallas, Texas 75202
         Telecopier No.: (214) 672-5932
         Telephone No: (214) 672-5125 or (800) 275-2048

         For all other communications relating to the Notes:

         Chase Bank of Texas, National Association
         600 Travis
         Houston, Texas 77002
         Telecopier No.: (713) 216-5476
         Attention: Corporate Trust

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

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


                                       83
<PAGE>   90

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

         If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

         If the Company mails a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.

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

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

Section 13.04.    Certificate and Opinion as to Conditions Precedent.

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

         (a) an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 13.05 hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied; and

         (b) an Opinion of Counsel in form and substance reasonably satisfactory
to the Trustee (which shall include the statements set forth in Section 13.05
hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied.

Section 13.05.    Statements Required in Certificate or Opinion.

         Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA
Section 314(e) and shall include:

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

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

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


                                       84
<PAGE>   91

         (d) a statement as to whether or not, in the opinion of such Person,
such condition or covenant has been satisfied.

Section 13.06.    Rules by Trustee and Agents.

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

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

         No past, present or future director, officer, employee, incorporator,
manager, member, partner or stockholder of the Company or any Guarantor, as
such, shall have any liability for any obligations of the Company or such
Guarantor under the Notes, the Exchange Notes, the Note Guarantees, this
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder by accepting a Note waives and
releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.

Section 13.08.    Governing Law.

         THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 13.09.    No Adverse Interpretation of Other Agreements.

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

Section 13.10.    Successors.

         All agreements of the Company in this Indenture and the Notes shall
bind its successors. All agreements of the Trustee in this Indenture shall bind
its successors. All agreements of each Guarantor in this Indenture shall bind
its successors, except as otherwise provided in Section 11.06.

Section 13.11.    Severability.

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

Section 13.12.    Counterpart Originals.

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


                                       85
<PAGE>   92

Section 13.13.    Table of Contents, Headings, etc.

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


                         [Signatures on following page]


                                       86
<PAGE>   93


                                   SIGNATURES

Dated as of February 16, 2000

                                         CLASSIC CABLE, INC.


                                         By:  /s/ J. MERRITT BELISLE
                                             -----------------------------------
                                         Name:  J. Merritt Belisle
                                         Title: Chief Executive Officer


                                         GUARANTORS:


                                         CLASSIC CABLE HOLDING, INC.


                                         By:  /s/ J. MERRITT BELISLE
                                             -----------------------------------
                                         Name:  J. Merritt Belisle
                                         Title: Chief Executive Officer


                                         UNIVERSAL CABLE HOLDINGS, INC.


                                         By:  /s/ J. MERRITT BELISLE
                                             -----------------------------------
                                         Name:  J. Merritt Belisle
                                         Title: Chief Executive Officer


                                         UNIVERSAL CABLE COMMUNICATIONS INC.


                                         By:  /s/ J. MERRITT BELISLE
                                             -----------------------------------
                                         Name:  J. Merritt Belisle
                                         Title: Chief Executive Officer


                                         UNIVERSAL CABLE OF BEAVER, OKLAHOMA,
                                         INC.


                                         By:  /s/ J. MERRITT BELISLE
                                             -----------------------------------
                                         Name:  J. Merritt Belisle
                                         Title: Chief Executive Officer


                            Indenture Signature Page

<PAGE>   94

                                         UNIVERSAL CABLE MIDWEST, INC.


                                         By:  /s/ J. MERRITT BELISLE
                                             -----------------------------------
                                         Name:  J. Merritt Belisle
                                         Title: Chief Executive Officer


                                         FRIENDSHIP CABLE OF TEXAS, INC.


                                         By:  /s/ J. MERRITT BELISLE
                                             -----------------------------------
                                         Name:  J. Merritt Belisle
                                         Title: Chief Executive Officer


                                         CORRECTIONAL CABLE TV, INC.


                                         By:  /s/ J. MERRITT BELISLE
                                             -----------------------------------
                                         Name:  J. Merritt Belisle
                                         Title: Chief Executive Officer


                                         CALLCOM 24, INC.


                                         By:  /s/ J. MERRITT BELISLE
                                             -----------------------------------
                                         Name:  J. Merritt Belisle
                                         Title: Chief Executive Officer


                                         FRIENDSHIP CABLE OF ARKANSAS, INC.


                                         By:  /s/ J. MERRITT BELISLE
                                             -----------------------------------
                                         Name:  J. Merritt Belisle
                                         Title: Chief Executive Officer


                                         CLASSIC TELEPHONE, INC.


                                         By:  /s/ J. MERRITT BELISLE
                                             -----------------------------------
                                         Name:  J. Merritt Belisle
                                         Title: Chief Executive Officer


                            Indenture Signature Page
<PAGE>   95

                                         WT ACQUISITION CORPORATION


                                         By:  /s/ J. MERRITT BELISLE
                                             -----------------------------------
                                         Name:  J. Merritt Belisle
                                         Title: Chief Executive Officer


                                         W.K. COMMUNICATIONS, INC.


                                         By:  /s/ J. MERRITT BELISLE
                                             -----------------------------------
                                         Name:  J. Merritt Belisle
                                         Title: Chief Executive Officer


                                         TELEVISION ENTERPRISES, INC.


                                         By:  /s/ J. MERRITT BELISLE
                                             -----------------------------------
                                         Name:  J. Merritt Belisle
                                         Title: Chief Executive Officer


                                         BLACK CREEK MANAGEMENT, L.L.C.


                                         By:  /s/ J. MERRITT BELISLE
                                             -----------------------------------
                                         Name:  J. Merritt Belisle
                                         Title: Chief Executive Officer


                                         BLACK CREEK COMMUNICATIONS, L.P.


                                         By:  /s/ J. MERRITT BELISLE
                                             -----------------------------------
                                         Name:  J. Merritt Belisle
                                         Title: Chief Executive Officer


                                         CLASSIC NETWORK TRANSMISSION, L.L.C.


                                         By:  /s/ J. MERRITT BELISLE
                                             -----------------------------------
                                         Name:  J. Merritt Belisle
                                         Title: Chief Executive Officer


                            Indenture Signature Page
<PAGE>   96


Dated as of February 16, 2000
                                         CHASE BANK OF TEXAS, NATIONAL
                                         ASSOCIATION, as Trustee

                                         By:   /s/ CARY W. GILLIAM
                                             -----------------------------------
                                         Name:  Cary W. Gilliam
                                         Title: Vice President


                            Indenture Signature Page
<PAGE>   97


                                                                      EXHIBIT A1

                                 [Face of Note]
--------------------------------------------------------------------------------




                                                           CUSIP/CINS: 18272NAF9


         10 1/2% [Series A][Series B] Senior Subordinated Notes due 2010

No. R-1                                                            $
                                                                    ------------

                               CLASSIC CABLE, INC.

promises to pay to Cede & Co. or registered assigns,

the principal sum of
                     -----------------------------------------------------------

Dollars on March 1, 2010.

Interest Payment Dates:  March 1 and September 1

Record Dates:  February 15 and August 15



                                            CLASSIC CABLE, INC.


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


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


                                                          (SEAL)

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

CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
  as Trustee


By: --------------------------------------       Date of Authentication:
         Authorized Signatory                    February 16, 2000


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


                                      A1-1
<PAGE>   98

                                 [Back of Note]
        10 1/2% [Series A] [Series B] Senior Subordinated Notes due 2010

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

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

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

         1. INTEREST. Classic Cable, Inc., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at
10 1/2% per annum from February 16, 2000 until maturity and shall pay the
Special Interest payable pursuant to Section 2(d) of the Registration Rights
Agreement referred to below. The Company will pay interest and Special Interest
semi-annually in arrears on March 1 and September 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"). Interest on the Notes will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the
date of issuance; provided that if there is no existing Default in the payment
of interest, and if this Note is authenticated between a record date referred to
on the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date shall be September 1, 2000. The Company shall
pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% per annum in excess of the rate then in effect; it
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Special Interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

         2. METHOD OF PAYMENT. The Company will pay interest on the Notes
(except defaulted interest) and Special Interest to the Persons who are
registered Holders of Notes at the close of business on the February 15 or
August 15 next preceding the Interest Payment Date, even if such Notes are
canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. The Notes will be payable as to principal, premium and Special
Interest, if any, and interest at the office or agency of the Company maintained
for such purpose within or without the City and State of New York, or, at the
option of the Company, payment of interest and Special Interest may be made by
check mailed to the Holders at their addresses set forth in the register of
Holders, and provided that payment by wire transfer of immediately available
funds will be required with respect to principal of and interest, premium and
Special Interest on, all Global Notes and all other Notes if a Holder of more
than $5.0 million in principal amount of Notes shall have provided wire transfer
instructions to the Company or the Paying Agent. Such payment shall be in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.

         3. PAYING AGENT AND REGISTRAR. Initially, Chase Bank of Texas, National
Association, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.

         4. INDENTURE. The Company issued the Notes under an Indenture dated as
of February 16, 2000 ("Indenture") between the Company and the Trustee. The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939, as


                                      A1-2
<PAGE>   99

amended (15 U.S. Code Sections 77aaa-77bbbb). The Notes are subject to all such
terms, and Holders are referred to the Indenture and such Act for a statement of
such terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. The Notes are obligations of the Company limited to $300.0 million
in aggregate principal amount.

            5.    OPTIONAL REDEMPTION.

         (a) Notwithstanding the provisions of clause (b) of this Paragraph 5,
at any time prior to March 1, 2003, the Company may on any one or more occasions
redeem up to 35% of the aggregate principal amount of Notes ever issued under
this Indenture at a redemption price equal to 110.500% of the principal amount
thereof plus accrued and unpaid interest and Special Interest, if any, to the
redemption date, with the net cash proceeds of one or more Public Equity
Offerings by the Company or the net cash proceeds of a Strategic Equity
Investment in the Company or a capital contribution to the Company's common
equity made with the net cash proceeds of a concurrent Public Equity Offering
by, or Strategic Equity Investment in, the Company's direct parent; provided
that (1) at least 65% of the Notes ever issued under this Indenture remain
outstanding immediately after each such redemption (excluding Notes held by the
Company and its Subsidiaries) and (2) the redemption occurs within 60 days of
the date of the closing of such Public Equity Offering or Strategic Equity
Investment.

         (b) At any time, the Company may also redeem all or a part of the Notes
upon the occurrence of a Change of Control, upon not less than 30 nor more than
60 days' prior notice (but in no event may any such redemption occur more than
90 days after the occurrence of such Change of Control) mailed by first-class
mail to each Holder's registered address, at a redemption price equal to 100% of
the principal amount thereof plus the Applicable Premium as of, and accrued and
unpaid interest and Special Interest, if any, to the date of redemption.

         (c) Except as set forth in clause (a) of this Paragraph 5, the Company
shall not have the option to redeem the Notes pursuant to this Paragraph 5 prior
to March 1, 2005. Thereafter, the Company shall have the option to redeem the
Notes, in whole or in part, at the redemption prices (expressed as percentages
of principal amount) set forth below plus accrued and unpaid interest and
Special Interest, if any, thereon to the applicable redemption date, if redeemed
during the twelve-month period beginning on March 1 of the years indicated
below:

<TABLE>
<CAPTION>
        Year                                                   Percentage
        ----                                                   ----------
<S>                                                            <C>
        2005.........................................           105.250%
        2006.........................................           103.500%
        2007.........................................           101.750%
        2008 and thereafter..........................           100.000%
</TABLE>

            6.    MANDATORY REDEMPTION.

         Except as set forth in paragraph 7 below, the Company shall not be
required to make mandatory redemption payments with respect to the Notes.


                                      A1-3
<PAGE>   100

            7.    REPURCHASE AT OPTION OF HOLDER.

         (a) If there is a Change of Control, the Company shall be required to
make an offer (a "Change of Control Offer") to repurchase all or any part (equal
to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase
price equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest and Special Interest thereon, if any, to the date of purchase
(the "Change of Control Payment"). Within 30 days following any Change of
Control, the Company shall mail a notice to each Holder setting forth the
procedures governing the Change of Control Offer as required by the Indenture.

         (b) If the Company or a Subsidiary consummates any Asset Sales, within
five days of each date on which the aggregate amount of Excess Proceeds exceeds
$15.0 million, the Company shall commence an offer to all Holders of Notes (as
"Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the
maximum principal amount of Notes (including any Additional Notes) that may be
purchased out of the Excess Proceeds at an offer price in cash in an amount
equal to 100% of the principal amount thereof plus accrued and unpaid interest
and Special Interest thereon, if any, to the date fixed for the closing of such
offer, in accordance with the procedures set forth in the Indenture. To the
extent that the aggregate amount of Notes (including any Additional Notes)
tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the
Company (or such Subsidiary) may use such deficiency for general corporate
purposes. If the aggregate principal amount of Notes surrendered by Holders
thereof exceeds the amount of Excess Proceeds, the Trustee shall select the
Notes to be purchased on a pro rata basis. Holders of Notes that are the subject
of an offer to purchase will receive an Asset Sale Offer from the Company prior
to any related purchase date and may elect to have such Notes purchased by
completing the form entitled "Option of Holder to Elect Purchase" on the reverse
of the Notes.

         8. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least
30 days but not more than 60 days before the redemption date to each Holder
whose Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date interest ceases to accrue on Notes or portions thereof
called for redemption.

         9. SUBORDINATION. Payment of principal, interest and premium and
Special Interest, if any, on the Notes is subordinated to the prior payment of
Senior Debt on the terms provided in the Indenture.

         10. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

         11. PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes.

         12. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
the Indenture, the Note Guarantees or the Notes may be amended or supplemented
with the consent of the Holders of at least


                                      A1-4
<PAGE>   101

a majority in principal amount of the then outstanding Notes and Additional
Notes, if any, voting as a single class, and any existing default or compliance
with any provision of the Indenture, the Note Guarantees or the Notes may be
waived with the consent of the Holders of a majority in principal amount of the
then outstanding Notes and Additional Notes, if any, voting as a single class.
Without the consent of any Holder of a Note, the Indenture, the Note Guarantees
or the Notes may be amended or supplemented to cure any ambiguity, defect or
inconsistency, to provide for uncertificated Notes in addition to or in place of
certificated Notes, to provide for the assumption of the Company's or
Guarantor's obligations to Holders of the Notes in case of a merger or
consolidation, to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the legal
rights under the Indenture of any such Holder, to comply with the requirements
of the SEC in order to effect or maintain the qualification of the Indenture
under the Trust Indenture Act, to provide for the Issuance of Additional Notes
in accordance with the limitations set forth in the Indenture, or to allow any
Guarantor to execute a supplemental indenture to the Indenture and/or a Note
Guarantee with respect to the Notes.

         13. DEFAULTS AND REMEDIES. Events of Default include: (i) default for
30 days in the payment when due of interest or Special Interest on the Notes
whether or not prohibited by Article 10 of the Indenture; (ii) default in
payment when due of principal of or premium, if any, on the Notes when the same
becomes due and payable at maturity, upon redemption (including in connection
with an offer to purchase) or otherwise whether or not prohibited by Article 10
of the Indenture, (iii) failure by the Company or any of its Subsidiaries to
comply with the provisions applicable to them of Section 5.01 of the Indenture;
(iv) failure by the Company or any of its Subsidiaries for 30 days after notice
to the Company by the Trustee or the Holders of at least 25% in principal amount
of the Notes (including Additional Notes, if any) then outstanding voting as a
single class to comply with the provisions applicable to them of Sections 4.03,
4.07, 4.08, 4.09, 4.11, 4.14, 4.16, 4.17, 4.18 or 4.19 of the Indenture; (v)
failure by the Company or any of its Subsidiaries for 60 days after notice to
the Company by the Trustee or the Holders of at least 25% in principal amount of
the Notes (including Additional Notes, if any) then outstanding voting as a
single class to comply with certain other agreements in the Indenture or the
Notes; (vi) default under certain other agreements relating to Indebtedness of
the Company which default results in the acceleration of such Indebtedness prior
to its express maturity; (vii) certain final judgments for the payment of money
that remain undischarged for a period of 60 days; (viii) certain events of
bankruptcy or insolvency with respect to the Company or any of its Significant
Subsidiaries; and (ix) except as permitted by the Indenture, any Note Guarantee
shall be held in any judicial proceeding to be unenforceable or invalid or shall
cease for any reason to be in full force and effect or any Guarantor or any
Person acting on its behalf shall deny or disaffirm its obligations under such
Guarantor's Note Guarantee. If any Event of Default occurs and is continuing,
the Trustee or the Holders of at least 25% in principal amount of the then
outstanding Notes may declare all the Notes to be due and payable.
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, all outstanding Notes will become
due and payable without further action or notice. Holders may not enforce the
Indenture or the Notes except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in principal amount of the then outstanding
Notes may direct the Trustee in its exercise of any trust or power. The Trustee
may withhold from Holders of the Notes notice of any continuing Default or Event
of Default (except a Default or Event of Default relating to the payment of
principal or interest) if it determines that withholding notice is in their
interest. The Holders of a majority in aggregate principal amount of the Notes
then outstanding by notice to the Trustee may on behalf of the Holders of all of
the Notes waive any existing Default or Event of Default and its consequences
under the Indenture except a continuing Default or Event of Default in the
payment of interest on, or the principal of, the Notes. The Company is required
to deliver to the Trustee annually a statement regarding compliance with the
Indenture, and the Company is required upon


                                      A1-5
<PAGE>   102

becoming aware of any Default or Event of Default, to deliver to the Trustee a
statement specifying such Default or Event of Default.

         14. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

         15. NO RECOURSE AGAINST OTHERS. A director, officer, employee,
incorporator or stockholder, of the Company, as such, shall not have any
liability for any obligations of the Company under the Notes or the Indenture or
for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

         16. AUTHENTICATION. This Note shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent.

         17. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the 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).

         18. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Exchange and
Registration Rights Agreement dated as of February 16, 2000, between the Company
and the parties named on the signature pages thereof (the "Registration Rights
Agreement").

         19. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

Classic Cable, Inc.
515 Congress Avenue
Suite 2626
Austin, Texas  78701
Attention:  Corporate Secretary


                                      A1-6
<PAGE>   103

                                 ASSIGNMENT FORM

           To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
                                              ----------------------------------
                                                (Insert assignee's legal name)


--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

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

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

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

--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint
                        --------------------------------------------------------
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

Date:
      ------------------------------

                                      Your Signature:
                                                      --------------------------
                                         (Sign exactly as your name appears on
                                          the face of this Note)


Signature Guarantee*:
                      ------------------------

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).


                                      A1-7
<PAGE>   104

                       OPTION OF HOLDER TO ELECT PURCHASE

           If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box
below:

             [ ] Section 4.10                     [ ]  Section 4.14

           If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the
amount you elect to have purchased:

                              $
                               --------------------
Date:
      --------------------------------------

                                      Your Signature:
                                                      --------------------------
                                         (Sign exactly as your name appears on
                                          the face of this Note)


                                      Tax Identification No.:
                                                              ------------------

Signature Guarantee*:
                      -----------------

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).


                                      A1-8
<PAGE>   105

             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

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


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













</TABLE>





* This schedule should be included only if the Note is issued in global form.


                                      A1-9
<PAGE>   106
                                                                      EXHIBIT A2

                  [Face of Regulation S Temporary Global Note]
--------------------------------------------------------------------------------


                                                           CUSIP/CINS: U17965AC5


        10 1/2% [Series A] [Series B] Senior Subordinated Notes due 2010

No. S-1
        $
         ------------


                               CLASSIC CABLE, INC.

promises to pay to Cede & Co. or registered assigns,

the principal sum of
                     -----------------------------------------------------------

Dollars on March 1, 2010.

Interest Payment Dates:  March 1 and September 1

Record Dates:  February 15 and August 15



                                      CLASSIC CABLE, INC.


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


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



                                      (SEAL)

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

CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
  as Trustee


By: ----------------------------------------        Date of Authentication:
             Authorized Signatory                   February 16, 2000

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

                                      A2-1
<PAGE>   107

                  [Back of Regulation S Temporary Global Note]
        10 1/2% [Series A] [Series B] Senior Subordinated Notes due 2010

THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE NOTE
EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THE NOTE EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE
RELYING ON THE EXEMPTION PROVIDED BY RULE 144A UNDER THE SECURITIES ACT. THE
HOLDER OF THE NOTE EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT
(A) SUCH NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1) (a) TO A
PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
DEFINED IN OF RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT
OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO
REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B)
THE HOLDER WILL, AND EACH SUBSEQUENT


                                      A2-2
<PAGE>   108

HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE NOTE EVIDENCED HEREBY OF THE
RESALE RESTRICTIONS SET FORTH IN (1) ABOVE.

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

         1. INTEREST. Classic Cable, Inc., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at
10 1/2% per annum from February 16, 2000 until maturity and shall pay the
Special Interest payable pursuant to Section 2(d) of the Registration Rights
Agreement referred to below. The Company will pay interest and Special Interest
semi-annually in arrears on March 1 and September 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"). Interest on the Notes will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the
date of issuance; provided that if there is no existing Default in the payment
of interest, and if this Note is authenticated between a record date referred to
on the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date shall be September 1, 2000. The Company shall
pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% per annum in excess of the rate then in effect; it
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Special Interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

         2. METHOD OF PAYMENT. The Company will pay interest on the Notes
(except defaulted interest) and Special Interest to the Persons who are
registered Holders of Notes at the close of business on the February 15 or
August 15 next preceding the Interest Payment Date, even if such Notes are
canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. The Notes will be payable as to principal, premium and Special
Interest, if any, and interest at the office or agency of the Company maintained
for such purpose within or without the City and State of New York, or, at the
option of the Company, payment of interest and Special Interest may be made by
check mailed to the Holders at their addresses set forth in the register of
Holders, and provided that payment by wire transfer of immediately available
funds will be required with respect to principal of and interest, premium and
Special Interest on, all Global Notes and all other Notes if a Holder of more
than $5.0 million in principal amount of Notes shall have provided wire transfer
instructions to the Company or the Paying Agent. Such payment shall be in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.

         3. PAYING AGENT AND REGISTRAR. Initially, Chase Bank of Texas, National
Association, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.

         4. INDENTURE. The Company issued the Notes under an Indenture dated as
of February 16, 2000 ("Indenture") between the Company and the Trustee. The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939, as amended (15
U.S. Code Sections 77aaa-77bbbb). The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and


                                      A2-3
<PAGE>   109

be controlling. The Notes are obligations of the Company limited to $300.0
million in aggregate principal amount.

            5.    OPTIONAL REDEMPTION.

         (a) Notwithstanding the provisions of clause (b) of this Paragraph 5,
at any time prior to March 1, 2003, the Company may on any one or more occasions
redeem up to 35% of the aggregate principal amount of Notes ever issued under
this Indenture at a redemption price equal to 110.500% of the principal amount
thereof plus accrued and unpaid interest and Special Interest, if any, to the
redemption date, with the net cash proceeds of one or more Public Equity
Offerings by the Company or the net cash proceeds of a Strategic Equity
Investment in the Company or a capital contribution to the Company's common
equity made with the net cash proceeds of a concurrent Public Equity Offering
by, or Strategic Equity Investment in, the Company's direct parent; provided
that (1) at least 65% of the Notes ever issued under this Indenture remain
outstanding immediately after each such redemption (excluding Notes held by the
Company and its Subsidiaries) and (2) the redemption occurs within 60 days of
the date of the closing of such Public Equity Offering or Strategic Equity
Investment.

         (b) At any time, the Company may also redeem all or a part of the Notes
upon the occurrence of a Change of Control, upon not less than 30 nor more than
60 days' prior notice (but in no event may any such redemption occur more than
90 days after the occurrence of such Change of Control) mailed by first-class
mail to each Holder's registered address, at a redemption price equal to 100% of
the principal amount thereof plus the Applicable Premium as of, and accrued and
unpaid interest and Special Interest, if any, to the date of redemption.

         (c) Except as set forth in clause (a) of this Paragraph 5, the Company
shall not have the option to redeem the Notes pursuant to this Paragraph 5 prior
to March 1, 2005. Thereafter, the Company shall have the option to redeem the
Notes, in whole or in part, at the redemption prices (expressed as percentages
of principal amount) set forth below plus accrued and unpaid interest and
Special Interest, if any, thereon to the applicable redemption date, if redeemed
during the twelve-month period beginning on March 1 of the years indicated
below:

<TABLE>
<CAPTION>
        Year                                              Percentage
        ----                                              ----------
<S>                                                       <C>
        2005....................................           105.250%
        2006....................................           103.500%
        2007....................................           101.750%
        2008 and thereafter.....................           100.000%
</TABLE>

            6.    MANDATORY REDEMPTION.

         Except as set forth in paragraph 7 below, the Company shall not be
required to make mandatory redemption payments with respect to the Notes.

            7.    REPURCHASE AT OPTION OF HOLDER.

         (a) If there is a Change of Control, the Company shall be required to
make an offer (a "Change of Control Offer") to repurchase all or any part (equal
to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase
price equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest and Special Interest thereon, if any, to the date of purchase
(the "Change of


                                      A2-4
<PAGE>   110

Control Payment"). Within 30 days following any Change of Control, the Company
shall mail a notice to each Holder setting forth the procedures governing the
Change of Control Offer as required by the Indenture.

         (b) If the Company or a Subsidiary consummates any Asset Sales, within
five days of each date on which the aggregate amount of Excess Proceeds exceeds
$15.0 million, the Company shall commence an offer to all Holders of Notes (as
"Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the
maximum principal amount of Notes (including any Additional Notes) that may be
purchased out of the Excess Proceeds at an offer price in cash in an amount
equal to 100% of the principal amount thereof plus accrued and unpaid interest
and Special Interest thereon, if any, to the date fixed for the closing of such
offer, in accordance with the procedures set forth in the Indenture. To the
extent that the aggregate amount of Notes (including any Additional Notes)
tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the
Company (or such Subsidiary) may use such deficiency for general corporate
purposes. If the aggregate principal amount of Notes surrendered by Holders
thereof exceeds the amount of Excess Proceeds, the Trustee shall select the
Notes to be purchased on a pro rata basis. Holders of Notes that are the subject
of an offer to purchase will receive an Asset Sale Offer from the Company prior
to any related purchase date and may elect to have such Notes purchased by
completing the form entitled "Option of Holder to Elect Purchase" on the reverse
of the Notes.

         8. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least
30 days but not more than 60 days before the redemption date to each Holder
whose Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date interest ceases to accrue on Notes or portions thereof
called for redemption.

         9. SUBORDINATION. Payment of principal, interest and premium and
Special Interest, if any, on the Notes is subordinated to the prior payment of
Senior Debt on the terms provided in the Indenture.

         10. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

         11. PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes.

         12. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
the Indenture, the Note Guarantees or the Notes may be amended or supplemented
with the consent of the Holders of at least a majority in principal amount of
the then outstanding Notes and Additional Notes, if any, voting as a single
class, and any existing default or compliance with any provision of the
Indenture, the Note Guarantees or the Notes may be waived with the consent of
the Holders of a majority in principal amount of the then outstanding Notes and
Additional Notes, if any, voting as a single class. Without the consent of any
Holder of a Note, the Indenture, the Note Guarantees or the Notes may be amended
or supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of


                                      A2-5
<PAGE>   111

certificated Notes, to provide for the assumption of the Company's or
Guarantor's obligations to Holders of the Notes in case of a merger or
consolidation, to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the legal
rights under the Indenture of any such Holder, to comply with the requirements
of the SEC in order to effect or maintain the qualification of the Indenture
under the Trust Indenture Act, to provide for the Issuance of Additional Notes
in accordance with the limitations set forth in the Indenture, or to allow any
Guarantor to execute a supplemental indenture to the Indenture and/or a Note
Guarantee with respect to the Notes.

         13. DEFAULTS AND REMEDIES. Events of Default include: (i) default for
30 days in the payment when due of interest or Special Interest on the Notes
whether or not prohibited by Article 10 of the Indenture; (ii) default in
payment when due of principal of or premium, if any, on the Notes when the same
becomes due and payable at maturity, upon redemption (including in connection
with an offer to purchase) or otherwise whether or not prohibited by Article 10
of the Indenture, (iii) failure by the Company or any of its Subsidiaries to
comply with the provisions applicable to them of Section 5.01 of the Indenture;
(iv) failure by the Company or any of its Subsidiaries for 30 days after notice
to the Company by the Trustee or the Holders of at least 25% in principal amount
of the Notes (including Additional Notes, if any) then outstanding voting as a
single class to comply with the provisions applicable to them of Sections 4.03,
4.07, 4.08, 4.09, 4.11, 4.14, 4.16, 4.17, 4.18 or 4.19 of the Indenture; (v)
failure by the Company or any of its Subsidiaries for 60 days after notice to
the Company by the Trustee or the Holders of at least 25% in principal amount of
the Notes (including Additional Notes, if any) then outstanding voting as a
single class to comply with certain other agreements in the Indenture or the
Notes; (vi) default under certain other agreements relating to Indebtedness of
the Company which default results in the acceleration of such Indebtedness prior
to its express maturity; (vii) certain final judgments for the payment of money
that remain undischarged for a period of 60 days; (viii) certain events of
bankruptcy or insolvency with respect to the Company or any of its Significant
Subsidiaries; and (ix) except as permitted by the Indenture, any Note Guarantee
shall be held in any judicial proceeding to be unenforceable or invalid or shall
cease for any reason to be in full force and effect or any Guarantor or any
Person acting on its behalf shall deny or disaffirm its obligations under such
Guarantor's Note Guarantee. If any Event of Default occurs and is continuing,
the Trustee or the Holders of at least 25% in principal amount of the then
outstanding Notes may declare all the Notes to be due and payable.
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, all outstanding Notes will become
due and payable without further action or notice. Holders may not enforce the
Indenture or the Notes except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in principal amount of the then outstanding
Notes may direct the Trustee in its exercise of any trust or power. The Trustee
may withhold from Holders of the Notes notice of any continuing Default or Event
of Default (except a Default or Event of Default relating to the payment of
principal or interest) if it determines that withholding notice is in their
interest. The Holders of a majority in aggregate principal amount of the Notes
then outstanding by notice to the Trustee may on behalf of the Holders of all of
the Notes waive any existing Default or Event of Default and its consequences
under the Indenture except a continuing Default or Event of Default in the
payment of interest on, or the principal of, the Notes. The Company is required
to deliver to the Trustee annually a statement regarding compliance with the
Indenture, and the Company is required upon becoming aware of any Default or
Event of Default, to deliver to the Trustee a statement specifying such Default
or Event of Default.

         14. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.


                                      A2-6
<PAGE>   112

         15. NO RECOURSE AGAINST OTHERS. A director, officer, employee,
incorporator or stockholder, of the Company, as such, shall not have any
liability for any obligations of the Company under the Notes or the Indenture or
for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

         16. AUTHENTICATION. This Note shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent.

     17. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the 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).

         18. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Exchange and
Registration Rights Agreement dated as of February 16, 2000, between the Company
and the parties named on the signature pages thereof (the "Registration Rights
Agreement").

         19. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

Classic Cable, Inc.
515 Congress Avenue
Suite 2626
Austin, Texas  78701
Attention:  Corporate Secretary


                                      A2-7
<PAGE>   113

                                 ASSIGNMENT FORM

           To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
                                              ----------------------------------
                                                (Insert assignee's legal name)

--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

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

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

--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint
                        --------------------------------------------------------
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

Date:
      -----------------

                             Your Signature:
                                              ----------------------------------
                                          (Sign exactly as your name appears on
                                           the face of this Note)


Signature Guarantee*:
                      ------------------

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).


                                      A2-8
<PAGE>   114

                       OPTION OF HOLDER TO ELECT PURCHASE

           If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box
below:

                 [ ] Section 4.10                   [ ] Section 4.14

           If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the
amount you elect to have purchased:

                             $
                              ---------------------

Date:
     --------------------------

                             Your Signature:
                                              ----------------------------------
                                          (Sign exactly as your name appears on
                                           the face of this Note)


                             Tax Identification No.:
                                                     ---------------------------

Signature Guarantee*:
                      -------------------------

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).


                                      A2-9
<PAGE>   115

           SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE

         The following exchanges of a part of this Regulation S Temporary Global
Note for an interest in another Global Note, or of other Restricted Global Notes
for an interest in this Regulation S Temporary Global Note, have been made:

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











</TABLE>



                                     A2-10
<PAGE>   116

                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Classic Cable, Inc.
515 Congress Avenue
Suite 2626
Austin, Texas  78701

Chase Bank of Texas, National Association
600 Travis
Houston, Texas  77002


            Re: 10 1/2% Senior Subordinated Notes due 2010

         Reference is hereby made to the Indenture, dated as of February 16,
2000 (the "Indenture"), between Classic Cable, Inc., as issuer (the "Company"),
the Guarantors on the signature pages thereto, and Chase Bank of Texas, 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 of $___________ in such Note[s] or interests (the "Transfer"),
to ___________________________ (the "Transferee"), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

         1. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer
is being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the "Securities Act"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.

         2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE TEMPORARY REGULATION S GLOBAL NOTE, 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


                                      B-1
<PAGE>   117

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, the Temporary Regulation S Global Note and/or the
Definitive Note and in the Indenture and the Securities Act.

         3. [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE IAI GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO ANY
PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

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

                                       or

                  (b) [ ] such Transfer is being effected to the Company or a
     subsidiary thereof;

                                       or

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

                                       or

                  (d) [ ] such Transfer is being effected to an Institutional
     Accredited Investor and pursuant to an exemption from the registration
     requirements of the Securities Act other than Rule 144A, Rule 144 or Rule
     904, and the Transferor hereby further certifies that it has not engaged in
     any general solicitation within the meaning of Regulation D under the
     Securities Act and the Transfer complies with the transfer restrictions
     applicable to beneficial interests in a Restricted Global Note or
     Restricted Definitive Notes and the requirements of the exemption claimed,
     which certification is supported by (1) a certificate executed by the
     Transferee in the form of Exhibit D to the Indenture and (2) 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.


                                       B-2
<PAGE>   118

            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.

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


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


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

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


                                      B-3
<PAGE>   119


                       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-4


<PAGE>   120


                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Classic Cable, Inc.
515 Congress Avenue
Suite 2626
Austin, Texas  78701

Chase Bank of Texas, National Association
600 Travis
Houston, Texas  77002


            Re: 10 1/2% Senior Subordinated Notes due 2010

                              (CUSIP ____________)

         Reference is hereby made to the Indenture, dated as of February 16,
2000 (the "Indenture"), between Classic Cable, Inc., as issuer (the "Company"),
the Guarantors on the signature pages thereto, and Chase Bank of Texas, 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 of $____________ in such Note[s] or interests (the "Exchange"). In
connection with the Exchange, the Owner hereby certifies that:

         1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A
RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN AN UNRESTRICTED GLOBAL NOTE

         (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the United States Securities Act of
1933, as amended (the "Securities Act"), (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial
interest in an Unrestricted Global Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.

         (b) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an 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-1
<PAGE>   121


         (c) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

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

         2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES

         (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

         (b) CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL
INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange of the
Owner's Restricted Definitive Note for a beneficial interest in the [CHECK ONE]
[ ] 144A Global Note, [ ] Regulation S Global Note, [ ] IAI Global Note with an
equal principal amount, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer and (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted 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.


                                      C-2

<PAGE>   122


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


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


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


                                      C-3
<PAGE>   123


                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Classic Cable, Inc.
515 Congress Avenue
Suite 2626
Austin, Texas  78701

Chase Bank of Texas, National Association
600 Travis
Houston, Texas  77002


            Re: 10 1/2% Senior Subordinated Notes due 2010

         Reference is hereby made to the Indenture, dated as of February 16,
2000 (the "Indenture"), between Classic Cable, Inc., as issuer (the "Company"),
the Guarantors on the signature pages thereto, and Chase Bank of Texas, 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 of:

         (a)      [ ]      a beneficial interest in a Global Note, or

         (b)      [ ]      a Definitive Note,

         we confirm that:

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

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


                                      D-1

<PAGE>   124


         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
Company such certifications, legal opinions and other information as you and the
Company 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 Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.


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


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


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


                                      D-2
<PAGE>   125


                                                                       EXHIBIT E

                          FORM OF NOTATION OF GUARANTEE

         For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of February 16, 2000 (the "Indenture")
among Classic Cable, Inc., the Guarantors listed on Schedule I thereto and Chase
Bank of Texas, National Association, as trustee (the "Trustee"), (a) the due and
punctual payment of the principal of, premium, if any, and interest on the Notes
(as defined in the Indenture), whether at maturity, by acceleration, redemption
or otherwise, the due and punctual payment of interest on overdue principal and
premium, and, to the extent permitted by law, interest, and the due and punctual
performance of all other obligations of the Company to the Holders or the
Trustee all in accordance with the terms of the Indenture and (b) in case of any
extension of time of payment or renewal of any Notes or any of such other
obligations, that the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. The obligations of the Guarantors to the
Holders of Notes and to the Trustee pursuant to the Note Guarantee and the
Indenture are expressly set forth in Article 11 of the Indenture and reference
is hereby made to the Indenture for the precise terms of the Note Guarantee.
Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound
by such provisions, (b) authorizes and directs the Trustee, on behalf of such
Holder, to take such action as may be necessary or appropriate to effectuate the
subordination as provided in the Indenture and (c) appoints the Trustee
attorney-in-fact of such Holder for such purpose; provided, however, that the
Indebtedness evidenced by this Note Guarantee shall cease to be so subordinated
and subject in right of payment upon any defeasance of this Note in accordance
with the provisions of the Indenture.

                                      CLASSIC CABLE HOLDING, INC.


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


                                      UNIVERSAL CABLE HOLDINGS, INC.


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


                                      UNIVERSAL CABLE COMMUNICATIONS, INC.


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


                                      E-1
<PAGE>   126


                                      UNIVERSAL CABLE OF BEAVER, OKLAHOMA, INC.


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


                                      UNIVERSAL CABLE MIDWEST, INC.


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


                                      FRIENDSHIP CABLE OF TEXAS, INC.


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


                                      CORRECTIONAL CABLE TV, INC.


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


                                      CALLCOM 24, INC.


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


                                      FRIENDSHIP CABLE OF ARKANSAS, INC.


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



                                      E-2
<PAGE>   127


                                      CLASSIC TELEPHONE, INC.


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


                                      WT ACQUISITION CORPORATION


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


                                      W.K. COMMUNICATIONS, INC.


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


                                      TELEVISION ENTERPRISES, INC.


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


                                      BLACK CREEK MANAGEMENT, L.L.C.


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


                                      BLACK CREEK COMMUNICATIONS, L.P.


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


                                      CLASSIC NETWORK TRANSMISSION, L.L.C.


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



                                      E-3
<PAGE>   128

                                                                       EXHIBIT F

                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

         SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, among __________________ (the "Guaranteeing Subsidiary"), a
subsidiary of Classic Cable, Inc. (or its permitted successor), a Delaware
corporation (the "Company"), the Company, the other Guarantors (as defined in
the Indenture referred to herein) and Chase Bank of Texas, National Association,
as trustee under the indenture referred to below (the "Trustee").

                               W I T N E S S E T H

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of February 16, 2000 providing
for the issuance of an aggregate principal amount of up to $300.0 million of
10 1/2% Senior Subordinated Notes due 2010 (the "Notes");

         WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Note Guarantee"); and

         WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

         NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

         1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

         2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees as
follows:

                  (a) Along with all Guarantors named in the Indenture, to
     jointly and severally Guarantee to each Holder of a Note authenticated and
     delivered by the Trustee and to the Trustee and its successors and assigns,
     the Notes or the obligations of the Company hereunder or thereunder, that:

                      (i) the principal of and interest on the Notes will be
           promptly paid in full when due, whether at maturity, by acceleration,
           redemption or otherwise, and interest on the overdue principal of and
           interest on the Notes, if any, if lawful, and all other obligations
           of the Company to the Holders or the Trustee hereunder or thereunder
           will be promptly paid in full or performed, all in accordance with
           the terms hereof and thereof; and

                      (ii) in case of any extension of time of payment or
           renewal of any Notes or any of such other obligations, that same will
           be promptly paid in full when due or performed in accordance with the
           terms of the extension or renewal, whether at stated maturity, by
           acceleration or otherwise. Failing payment when due of any amount so
           guaranteed or any performance so guaranteed for whatever reason, the
           Guarantors shall be jointly and severally obligated to pay the same
           immediately.


                                      F-1
<PAGE>   129

                  (b) The obligations hereunder shall be unconditional,
     irrespective of the validity, regularity or enforceability of the Notes or
     the Indenture, the absence of any action to enforce the same, any waiver or
     consent by any Holder of the Notes with respect to any provisions hereof or
     thereof, the recovery of any judgment against the Company, any action to
     enforce the same or any other circumstance which might otherwise constitute
     a legal or equitable discharge or defense of a guarantor.

                  (c) The following is hereby waived: diligence presentment,
     demand of payment, filing of claims with a court in the event of insolvency
     or bankruptcy of the Company, any right to require a proceeding first
     against the Company, protest, notice and all demands whatsoever.

                  (d) This Note Guarantee shall not be discharged except by
     complete performance of the obligations contained in the Notes and the
     Indenture, and the Guaranteeing Subsidiary accepts all obligations of a
     Guarantor under the Indenture.

                  (e) If any Holder or the Trustee is required by any court or
     otherwise to return to the Company, the Guarantors, or any Custodian,
     Trustee, liquidator or other similar official acting in relation to either
     the Company or the Guarantors, any amount paid by either to the Trustee or
     such Holder, this Note Guarantee, to the extent theretofore discharged,
     shall be reinstated in full force and effect.

                  (f) The Guaranteeing Subsidiary shall not be entitled to any
     right of subrogation in relation to the Holders in respect of any
     obligations guaranteed hereby until payment in full of all obligations
     guaranteed hereby.

                  (g) As between the Guarantors, on the one hand, and the
     Holders and the Trustee, on the other hand, (x) the maturity of the
     obligations guaranteed hereby may be accelerated as provided in Article 6
     of the Indenture for the purposes of this Note Guarantee, notwithstanding
     any stay, injunction or other prohibition preventing such acceleration in
     respect of the obligations guaranteed hereby, and (y) in the event of any
     declaration of acceleration of such obligations as provided in Article 6 of
     the Indenture, such obligations (whether or not due and payable) shall
     forthwith become due and payable by the Guarantors for the purpose of this
     Note Guarantee.

                  (h) The Guarantors shall have the right to seek contribution
     from any non-paying Guarantor so long as the exercise of such right does
     not impair the rights of the Holders under the Guarantee.

                  (i) Pursuant to Section 11.03 of the Indenture, after giving
     effect to any maximum amount and any other contingent and fixed liabilities
     that are relevant under any applicable Bankruptcy or fraudulent conveyance
     laws, and after giving effect to any collections from, rights to receive
     contribution from or payments made by or on behalf of any other Guarantor
     in respect of the obligations of such other Guarantor under Article 11 of
     the Indenture, this new Note Guarantee shall be limited to the maximum
     amount permissible such that the obligations of such Guarantor under this
     Note Guarantee will not constitute a fraudulent transfer or conveyance.

         3. EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that the
Note Guarantees shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Note Guarantee.


                                      F-2
<PAGE>   130

         4. GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

         (a) The Guaranteeing Subsidiary may not consolidate with or merge with
or into (whether or not such Guarantor is the surviving Person) another
corporation, Person or entity whether or not affiliated with such Guarantor
unless:

                  (i) subject to Sections 11.05 and 11.06 of the Indenture, the
     Person formed by or surviving any such consolidation or merger (if other
     than a Guarantor or the Company) unconditionally assumes all the
     obligations of such Guarantor, pursuant to a supplemental indenture in form
     and substance reasonably satisfactory to the Trustee, under the Notes, the
     Indenture and the Note Guarantee on the terms set forth herein or therein;
     and

                  (ii) immediately after giving effect to such transaction, no
     Default or Event of Default exists.

         (b) In case of any such consolidation, merger, sale or conveyance and
upon the assumption by the successor corporation, by supplemental indenture,
executed and delivered to the Trustee and satisfactory in form to the Trustee,
of the Note Guarantee endorsed upon the Notes and the due and punctual
performance of all of the covenants and conditions of the Indenture to be
performed by the Guarantor, such successor corporation shall succeed to and be
substituted for the Guarantor with the same effect as if it had been named
herein as a Guarantor. Such successor corporation thereupon may cause to be
signed any or all of the Note Guarantees to be endorsed upon all of the Notes
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee. All the Note Guarantees so issued shall in all
respects have the same legal rank and benefit under the Indenture as the Note
Guarantees theretofore and thereafter issued in accordance with the terms of the
Indenture as though all of such Note Guarantees had been issued at the date of
the execution hereof.

         (c) Except as set forth in Articles 4 and 5 and Section 11.06 of the
Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in
the Indenture or in any of the Notes shall prevent any consolidation or merger
of a Guarantor with or into the Company or another Guarantor, or shall prevent
any sale or conveyance of the property of a Guarantor as an entirety or
substantially as an entirety to the Company or another Guarantor.

         5. RELEASES.

         (a) In the event of a sale or other disposition of all of the assets of
any Guarantor, by way of merger, consolidation or otherwise, or a sale or other
disposition of all to the capital stock of any Guarantor, in each case to a
Person that is not (either before or after giving effect to such transaction) a
Subsidiary of the Company, then such Guarantor (in the event of a sale or other
disposition, by way of merger, consolidation or otherwise, of all of the capital
stock of such Guarantor) or the corporation acquiring the property (in the event
of a sale or other disposition of all or substantially all of the assets of such
Guarantor) will be released and relieved of any obligations under its Note
Guarantee; provided that the Net Proceeds of such sale or other disposition are
applied in accordance with the applicable provisions of the Indenture, including
without limitation Section 4.10 of the Indenture. Upon delivery by the Company
to the Trustee of an Officers' Certificate and an Opinion of Counsel to the
effect that such sale or other disposition was made by the Company in accordance
with the provisions of the Indenture, including without limitation Section 4.10
of the Indenture, the Trustee shall execute any documents reasonably required in
order to evidence the release of any Guarantor from its obligations under its
Note Guarantee.


                                      F-3
<PAGE>   131

         (b) Any Guarantor not released from its obligations under its Note
Guarantee shall remain liable for the full amount of principal of and interest
on the Notes and for the other obligations of any Guarantor under the Indenture
as provided in Article 11 of the Indenture.

         6. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Company
or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. Such waiver may
not be effective to waive liabilities under the federal securities laws and it
is the view of the SEC that such a waiver is against public policy.

         7. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

         8. COUNTERPARTS The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

         9. EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.

         10. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.


                                      F-4
<PAGE>   132

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

Dated:                 ,
        --------------   ----

                                       [GUARANTEEING SUBSIDIARY]


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


                                       CLASSIC CABLE, INC.


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


                                       CLASSIC CABLE HOLDING, INC.


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



                                      F-5
<PAGE>   133

                                       UNIVERSAL CABLE HOLDINGS, INC.


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


                                       UNIVERSAL CABLE COMMUNICATIONS INC.


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


                                       UNIVERSAL CABLE OF BEAVER, OKLAHOMA, INC.


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


                                       UNIVERSAL CABLE MIDWEST, INC.


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


                                       FRIENDSHIP CABLE OF TEXAS, INC.


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


                                       CORRECTIONAL CABLE TV, INC.


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



                                      F-6
<PAGE>   134

                                       CALLCOM 24, INC.


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


                                       FRIENDSHIP CABLE OF ARKANSAS, INC.


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


                                       CLASSIC TELEPHONE, INC.


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


                                       WT ACQUISITION CORPORATION


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


                                       W.K. COMMUNICATIONS, INC.


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


                                       TELEVISION ENTERPRISES, INC.


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


                                      F-7
<PAGE>   135

                                       BLACK CREEK MANAGEMENT, L.L.C.


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


                                       BLACK CREEK COMMUNICATIONS, L.P.


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


                                       CLASSIC NETWORK TRANSMISSION, L.L.C.


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


                                       CHASE BANK OF TEXAS, NATIONAL
                                       ASSOCIATION, as Trustee


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


                                      F-8
<PAGE>   136

                                   SCHEDULE 1
                             SCHEDULE OF GUARANTORS

         The following schedule lists each Guarantor under the Indenture as of
the date of the Indenture:

Classic Cable Holding, Inc.
Classic Telephone, Inc.
Universal Cable Holdings, Inc.
Universal Cable Communications, Inc.
Universal Cable of Beaver, Oklahoma, Inc.
Universal Cable Midwest, Inc.
WT Acquisition Corporation
W.K. Communications, Inc.
Television Enterprises, Inc.
Black Creek Communications, L.P.
Black Creek Management, L.L.C.
Friendship Cable of Texas, Inc.
Correctional Cable TV, Inc.
CallCom 24, Inc.
Friendship Cable of Arkansas, Inc.
Classic Network Transmission, L.L.C.