<PAGE>

                                                                     EXHIBIT 4.4

________________________________________________________________________________



                          Madison River Capital, LLC
                          Madison River Finance Corp.

                             SERIES A AND SERIES B
                         13 1/4% SENIOR NOTES DUE 2010




                              ___________________




                                   INDENTURE



                         Dated as of February 17, 2000



                              ___________________



                 NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION

                                    Trustee

                              ___________________


________________________________________________________________________________
<PAGE>

                            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).............................................          12.03
           (c).............................................          12.03
        313(a).............................................           7.06
           (b)(1)..........................................           N.A.
           (b)(2)..........................................           7.07
           (c).............................................           7.06;12.02
           (d).............................................           7.06
        314(a).............................................           4.03;12.02
           (b).............................................           N.A.
           (c)(1)..........................................          12.04
           (c)(2)..........................................          12.04
           (c)(3)..........................................           N.A.
           (d).............................................           N.A.
           (e).............................................          12.05
           (f).............................................           N.A.
        315(a).............................................           7.01
           (b).............................................           7.05,12.02
           (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).............................................          12.01
           (b).............................................           N.A.
           (c).............................................          12.01
</TABLE>

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

                               TABLE OF CONTENTS

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

   Section 1.01.   Definitions................................................................    1
   Section 1.02.   Other Definitions..........................................................   16
   Section 1.03.   Incorporation by Reference of Trust Indenture Act..........................   16
   Section 1.04.   Rules of Construction......................................................   17

                                  ARTICLE 2.
                                   THE NOTES

   Section 2.01.   Form and Dating............................................................   17
   Section 2.02.   Execution and Authentication...............................................   18
   Section 2.03.   Registrar and Paying Agent.................................................   18
   Section 2.04.   Paying Agent to Hold Money in Trust........................................   19
   Section 2.05.   Holder Lists...............................................................   19
   Section 2.06.   Transfer and Exchange......................................................   19
   Section 2.07.   Replacement Notes..........................................................   30
   Section 2.08.   Outstanding Notes..........................................................   30
   Section 2.09.   Treasury Notes.............................................................   31
   Section 2.10.   Temporary Notes............................................................   31
   Section 2.11.   Cancellation...............................................................   31
   Section 2.12.   Defaulted Interest.........................................................   31

                                  ARTICLE 3.
                           REDEMPTION AND PREPAYMENT

   Section 3.01.   Notices to Trustee.........................................................   32
   Section 3.02.   Selection of Notes to Be Redeemed..........................................   32
   Section 3.03.   Notice of Redemption.......................................................   32
   Section 3.04.   Effect of Notice of Redemption.............................................   33
   Section 3.05.   Deposit of Redemption Price................................................   33
   Section 3.06.   Notes Redeemed in Part.....................................................   33
   Section 3.07.   Optional Redemption........................................................   33
   Section 3.08.   Mandatory Redemption.......................................................   34
   Section 3.09.   Offer to Purchase by Application of Excess Proceeds........................   34

                                  ARTICLE 4.
                                   COVENANTS

   Section 4.01.   Payment of Notes...........................................................   36
   Section 4.02.   Maintenance of Office or Agency............................................   36
   Section 4.03.   Reports....................................................................   36
   Section 4.04.   Compliance Certificate.....................................................   37
   Section 4.05.   Taxes......................................................................   38
   Section 4.06.   Stay, Extension and Usury Laws.............................................   38
   Section 4.07.   Restricted Payments........................................................   38
   Section 4.08.   Dividend and Other Payment Restrictions Affecting Subsidiaries.............   40
   Section 4.09.   Incurrence of Indebtedness and Issuance of Preferred Stock.................   41
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                         <C>
   Section 4.10.   Asset Sales............................................... 43
   Section 4.11.   Transactions with Affiliates.............................. 44
   Section 4.12.   Liens..................................................... 45
   Section 4.13.   Intentionally deleted..................................... 45
   Section 4.14.   Corporate Existence....................................... 45
   Section 4.15.   Offer to Repurchase Upon Change of Control................ 45
   Section 4.16.   Limitation on Sale and Leaseback Transactions............. 46
   Section 4.17.   Designation of Restricted and Unrestricted Subsidiaries... 46
   Section 4.18.   Restrictions on Activities of Madison River Finance....... 47
   Section 4.19.   Payments for Consent...................................... 47

                                  ARTICLE 5.
                                  SUCCESSORS

   Section 5.01.   Merger, Consolidation, or Sale of Assets.................. 47
   Section 5.02.   Successor Corporation Substituted......................... 48

                                  ARTICLE 6.
                             DEFAULTS AND REMEDIES

   Section 6.01.   Events of Default......................................... 48
   Section 6.02.   Acceleration.............................................. 49
   Section 6.03.   Other Remedies............................................ 50
   Section 6.04.   Waiver of Past Defaults................................... 51
   Section 6.05.   Control by Majority....................................... 51
   Section 6.06.   Limitation on Suits....................................... 51
   Section 6.07.   Rights of Holders of Notes to Receive Payment............. 51
   Section 6.08.   Collection Suit by Trustee................................ 52
   Section 6.09.   Trustee May File Proofs of Claim.......................... 52
   Section 6.10.   Priorities................................................ 52
   Section 6.11.   Undertaking for Costs..................................... 53

                                  ARTICLE 7.
                                    TRUSTEE

   Section 7.01.   Duties of Trustee......................................... 53
   Section 7.02.   Rights of Trustee......................................... 54
   Section 7.03.   Individual Rights of Trustee.............................. 54
   Section 7.04.   Trustee's Disclaimer...................................... 54
   Section 7.05.   Notice of Defaults........................................ 55
   Section 7.06.   Reports by Trustee to Holders of the Notes................ 55
   Section 7.07.   Compensation and Indemnity................................ 55
   Section 7.08.   Replacement of Trustee.................................... 56
   Section 7.09.   Successor Trustee by Merger, etc.......................... 57
   Section 7.10.   Eligibility; Disqualification............................. 57
   Section 7.11.   Preferential Collection of Claims Against the Issuers..... 57

                                  ARTICLE 8.
                   LEGAL DEFEASANCE AND COVENANT DEFEASANCE

   Section 8.01.   Option to Effect Legal Defeasance or Covenant Defeasance.. 57
   Section 8.02.   Legal Defeasance and Discharge............................ 57
   Section 8.03.   Covenant Defeasance....................................... 58
   Section 8.04.   Conditions to Legal or Covenant Defeasance................ 58
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                         <C>
   Section 8.05.   Deposited Money and Government Securities to be Held in
                   Trust; Other Miscellaneous Provisions.................... 59
   Section 8.06.   Repayment to Issuers..................................... 60
   Section 8.07.   Reinstatement............................................ 60

                                  ARTICLE 9.
                       AMENDMENT, SUPPLEMENT AND WAIVER

   Section 9.01.   Without Consent of Holders of Notes...................... 60
   Section 9.02.   With Consent of Holders of Notes......................... 61
   Section 9.03.   Compliance with Trust Indenture Act...................... 62
   Section 9.04.   Revocation and Effect of Consents........................ 62
   Section 9.05.   Notation on or Exchange of Notes......................... 62
   Section 9.06.   Trustee to Sign Amendments, etc.......................... 63

                                  ARTICLE 10.
                             INTENTIONALLY DELETED


                                  ARTICLE 11.
                          SATISFACTION AND DISCHARGE

   Section 11.01.  Satisfaction and Discharge............................... 63
   Section 11.02.  Application of Trust Money............................... 64

                                  ARTICLE 12.
                                 MISCELLANEOUS

   Section 12.01.  Trust Indenture Act Controls............................. 64
   Section 12.02.  Notices.................................................. 64
   Section 12.03.  Communication by Holders of Notes with Other Holders
                   of Notes................................................. 65
   Section 12.04.  Certificate and Opinion as to Conditions Precedent....... 66
   Section 12.05.  Statements Required in Certificate or Opinion............ 66
   Section 12.06.  Rules by Trustee and Agents.............................. 66
   Section 12.07.  No Personal Liability of Directors, Officers,
                   Employees and Stockholders............................... 66
   Section 12.08.  Governing Law............................................ 66
   Section 12.09.  No Adverse Interpretation of Other Agreements............ 67
   Section 12.10.  Successors............................................... 67
   Section 12.11.  Severability............................................. 67
   Section 12.12.  Counterpart Originals.................................... 67
   Section 12.13.  Table of Contents, Headings, etc......................... 67
</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 OF EXCHANGE
Exhibit D    FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E    FORM OF SUPPLEMENTAL INDENTURE

                                      iii
<PAGE>

         INDENTURE dated as of February 17, 2000 between Madison River Capital,
LLC, a Delaware limited liability company (the "Company"), and Madison River
Finance Corp., a Delaware corporation ("Madison River Finance" and, together
with the Company, the "Issuers"), and Norwest Bank Minnesota, National
Association, as trustee (the "Trustee").

         The Issuers and the Trustee agree as follows for the benefit of each
other and for the equal and ratable benefit of the Holders of the 13 1/4% Series
A Senior Notes due 2010 (the "Series A Notes") and the 13 1/4% Series B Senior
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 A-1 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 or Disqualified Stock of any other Person existing at the time such
other Person is merged with or into or became a Subsidiary of such specified
Person, 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 $150.0 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 10% or more 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 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 Sale" means (1) the sale, lease, conveyance or other disposition
of any assets or rights, other than sales of inventory 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 the Company and
its Restricted Subsidiaries taken as a whole will be governed by the provisions
of Section 4.15 hereof and/or the provisions described in Section 5.01 hereof
and not by the provisions of Section 4.10 hereof,

                                       1
<PAGE>

and (2) the issuance or sale by the Company or any of its Restricted
Subsidiaries of Equity Interests in any of the Company's 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, (2) a
transfer of assets between or among the Company and its Restricted Subsidiaries,
(3) an issuance of Equity Interests by a Restricted Subsidiary to the Company or
to another Restricted Subsidiary, (4) a transaction that is either a Restricted
Payment or Restricted Investment that is permitted by Section 4.07 hereof or a
Permitted Investment, (5) the sale or other disposition of real or personal
property or equipment that has become worn out, obsolete or damaged or otherwise
unsuitable or not required for use in connection with the business of the
Company or any Restricted Subsidiary, as the case may be, (6) the sale or other
disposition of cash or Cash Equivalents, and (7) the sale or lease of equipment,
inventory, accounts receivable or other assets in the ordinary course of
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 such 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, whether such
right is currently exercisable or is exercisable only upon the occurrence of a
subsequent condition.

         "Board of Directors" means (1) with respect to a corporation, the board
of directors of the corporation, (2) with respect to a partnership, the Board of
Directors of the general partner of the partnership, and (3) with respect to any
other Person, the board or committee of such Person serving a similar function.

         "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
(including common stock and preferred stock), (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 straight
debt obligations, 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

                                       2
<PAGE>

that the full faith and credit of the United States is pledged in support
thereof) having maturities of not more than 365 days from the date of
acquisition, (3) certificates of deposit and eurodollar time deposits with
maturities of 365 days or less from the date of acquisition, bankers'
acceptances with maturities not exceeding 365 days and overnight bank deposits,
in each case, with any domestic commercial bank having capital and surplus in
excess of $500 million and a Thompson Bank Watch Rating of "B" or better, (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 the highest rating obtainable from Moody's
Investors Service, Inc. or Standard & Poor's Corporation and in each case
maturing within 365 days after the date of acquisition, and (6) money market
funds at least 95% of the assets of which constitute Cash Equivalents of the
kinds described in clauses (1) through (5) of this definition.

         "Cedel" means Clearstream Banking, formerly known as Cedel Bank,
societe anonyme.

         "Change of Control" means the occurrence of any of the following: (1)
the sale, transfer, conveyance or other disposition (other than by way of merger
or consolidation), in one or a series of related transactions, of all or
substantially all of the assets of the Company and its Restricted Subsidiaries
taken as a whole to any "person" (as such term is used in Section 13(d)(3) of
the Exchange Act) other than a Principal or a Related Party of a Principal, (2)
the adoption of a plan relating to the liquidation or dissolution of the
Issuers, (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 becomes the
Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock
of the Company, measured by voting power rather than number of shares; for
purposes of this definition a percentage ownership of the equity securities of a
person shall be deemed to be beneficial ownership of a corresponding percentage
of any equity securities beneficially owned by such person, (4) the first day on
which a majority of the members of the Board of Directors of the Company are not
Continuing Directors, or (5) the Company or Holdings consolidates with, or
merges with or into, any Person, or any Person consolidates with, or merges with
or into, the Company or Holdings, in any such event pursuant to a transaction in
which any of the outstanding Voting Stock of the Company or Holdings is
converted into or exchanged for cash (other than fractional shares), securities
or other property, other than any such transaction where the Voting Stock of the
Company or Holdings 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.

         "Closing Date" means February 17, 2000.

         "Company" means Madison River Capital, LLC, and any and all successors
thereto.

         "Common Stock" of any Person means Capital Stock of such Person that
does not rank prior, as to the payment of dividends or as to the distribution of
assets upon any voluntary or involuntary liquidation, dissolution or winding up
of such Person, to shares of Capital Stock of any other class of such Person.

         "Consolidated Indebtedness" means, with respect to any Person as of any
date of determination, the sum, without duplication, of (1) the total amount of
Indebtedness of such Person and its Restricted Subsidiaries, plus (2) the total
amount of Indebtedness of any other Person, to the extent that such Indebtedness
has been Guaranteed by the referent Person or one or more of its Restricted
Subsidiaries, plus (3) the aggregate liquidation value of all Disqualified Stock
of such Person and all preferred stock of

                                       3
<PAGE>

Restricted Subsidiaries of such Person, in each case, determined on a
consolidated basis in accordance with GAAP.

         "Consolidated EBITDA" means, for any period, the consolidated net
income of the Company and its Restricted Subsidiaries for such period calculated
in accordance with GAAP plus, to the extent such amount was deducted in
calculating such consolidated net income (1) Consolidated Interest Expense, (2)
income taxes, (3) depreciation expense, (4) amortization expense, (5) all other
non-cash items, extraordinary items and the cumulative effects of changes in
accounting principles reducing such consolidated net income, less all non-cash
items, extraordinary items and the cumulative effects of changes in accounting
principles increasing such consolidated net income (other than the accrual of
revenue in the ordinary course of business), all as determined on a consolidated
basis for the Company and its Restricted Subsidiaries in conformity with GAAP,
and (6) gains and losses on Asset Sales, provided that, Consolidated EBITDA
shall not include: the net income (or net loss) of any Person that is not a
Restricted Subsidiary, except (I) with respect to net income, to the extent of
the amount of dividends or other distributions actually paid to the Company or
any of its Restricted Subsidiaries by such Person during such period and (II)
with respect to net losses, to the extent of the amount of investments made by
the Company or any Restricted Subsidiary in such Person during such period.

         "Consolidated Interest Expense" means, with respect to any Person for
any period, the sum, without duplication, of (1) the consolidated interest
expense of such Person and its Restricted Subsidiaries for such period, whether
paid or accrued (including, without limitation, amortization or original issue
discount, non-cash interest payments, the interest component of any deferred
payment obligations, the interest component of all payments associated with
Capital Lease Obligations, commissions, discounts and other fees and charges
incurred in respect of letter of credit bankers' acceptance financings, and net
payments (if any) pursuant to Hedging Obligations), (2) the consolidated
interest expense of such Person and its Restricted Subsidiaries that was
capitalized during such period, and (3) any interest expense on Indebtedness of
another Person that is guaranteed by such Person or one of its Restricted
Subsidiaries or secured by a Lien on assets of such Person or one of its
Restricted Subsidiaries (whether or not such Guarantee or Lien is called upon).

         "Consolidated Tangible Assets" means, with respect to the Company, the
total consolidated assets of the Company and its Restricted Subsidiaries, less
the total intangible assets of the Company and its Restricted Subsidiaries, as
shown on the most recent internal consolidated balance sheet of the Company and
such Restricted Subsidiaries calculated on a consolidated basis in accordance
with GAAP.

         "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors of the Company or Holdings, as applicable, who
(1) was a member of such Board of Directors on the date hereof, 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.

         "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 Issuers.

         "Credit Facilities" means one or more debt facilities 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.

                                       4
<PAGE>

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

         "Debt to Consolidated Cash Flow Ratio" means, as of any date of
determination, the ratio of (a) the Consolidated Indebtedness of the Company as
of such date to (b) the Consolidated EBITDA of the Company for the four most
recent full fiscal quarters ending immediately prior to such date for which
internal financial statements are available, in each case determined on a pro
forma basis after giving effect to all acquisitions or dispositions of assets
made by the Company and its Subsidiaries from the beginning of such four-quarter
period through and including such date of determination (including any related
financing transactions) as if such acquisitions and dispositions had occurred at
the beginning of such four-quarter period. For purposes of making the
computation referred to above, acquisitions that have been made by the Company
or any of its Restricted Subsidiaries, including through mergers or
consolidations and including any related financing transactions, during the
reference period or subsequent to such reference period and on or prior to the
Calculation Date shall be deemed to have occurred on the first day of the
reference period and Consolidated EBITDA attributable to discontinued
operations, as determined in accordance with GAAP, and operations or businesses
disposed of prior to the Calculation Date, shall be excluded.

         "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.

         "Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder thereof), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of the holder
thereof, in whole or in part, on or prior to the date that is 91 days after the
date on which the Notes mature. Notwithstanding the preceding sentence, any
Capital Stock that would constitute Disqualified Stock solely because the
holders thereof have the right to require the Company to repurchase such Capital
Stock upon the occurrence of a change of control or an asset sale shall not
constitute Disqualified Stock if the terms of such Capital Stock provide that
the Company may not repurchase or redeem any such Capital Stock pursuant to such
provisions unless such repurchase or redemption complies with Section 4.07
hereof.

         "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.

                                       5
<PAGE>

         "Exchange Offer" means exchange and issuance by the Company of a
principal amount of New Notes (which shall be registered pursuant to the
Exchange Offer Registration Statement) equal to the outstanding principal amount
of Notes that are tendered by such Holders in connection with such exchange and
issuance.

         "Exchange Offer Registration Statement" means the Registration
Statement relating to the Exchange Offer, including the related Prospectus.

         "Existing Indebtedness" means up to $535 million in aggregate principal
amount of Indebtedness of the Company and its Restricted Subsidiaries in
existence on the date hereof, until such amounts are repaid.

         "fair market value" means the price that would be paid in an
arm's-length transaction between an informed and willing seller under no
compulsion to sell and an informed and willing buyer under no compulsion to buy,
as determined in good faith by the Board of Directors of the Company, whose
determination shall be evidenced by a resolution thereof set forth in an
officers' certificate delivered to the Trustee; provided that for purposes of
clause (11) of the second paragraph of Section 4.09 hereof, (x) the fair market
value of any security registered under the Exchange Act shall be the average of
the closing prices, regular way, of such security for the 20 consecutive trading
days immediately preceding the sale of Capital Stock and (y) in the event the
aggregate fair market value of any other property (other than cash or Cash
Equivalents) received by the Company exceeds $10.0 million, the fair market
value of such property shall be determined by a nationally recognized investment
banking firm (or, if no such investment banking firm is qualified to issue such
an opinion, by a nationally recognized appraisal firm or public accounting firm)
and set forth in the written opinion of such firm which shall be delivered to
the Trustee.

         "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 hereof.

         "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.

         "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.

         "Hedging Obligations" means, with respect to any 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.

                                       6
<PAGE>

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

         "Holdings" means Madison River Telephone Company, a limited liability
company organized under the laws of Delaware.

         "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, in respect of (1)
borrowed money, (2) evidenced by bonds, notes, debentures or similar instruments
or letters of credit (or reimbursement agreements in respect thereof), (3)
banker's acceptances, (4) representing Capital Lease Obligations, (5) 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, 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 such 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 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 $200,000,000 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 investments by
such Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (including guarantees of Indebtedness or other obligations),
advances or capital contributions (excluding commission, travel and similar
advances to officers and employees made in the ordinary course of business),
purchases or other acquisitions for consideration of Indebtedness, Equity
Interests or other securities, together with all items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP.
If the Company or any Restricted Subsidiary of the Company sells or otherwise
disposes of any Equity Interests of any direct or indirect Restricted Subsidiary
of the Company such that, after giving effect to any such sale or disposition,
such Person is no longer a Restricted Subsidiary of the Company, the Company
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
Restricted Subsidiary not sold or disposed of in an amount determined as
provided in the final paragraph of Section 4.07 hereof.

                                       7
<PAGE>

         "Issuers" means Madison River Capital, LLC, Madison River Finance
Corp., and any and all successors thereto.

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

         "Market Making Shelf Registration Statement" has the meaning set forth
in the Registration Rights Agreement.

         "Net Income" means, with respect to any Person, the net income (loss)
of such Person, determined in accordance with GAAP and before any reduction in
respect of preferred stock dividends, excluding, however, (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 (including, without
limitation, dispositions pursuant to sale and leaseback transactions), or (b)
the disposition of any securities by such Person or any of its Subsidiaries or
the extinguishment of any Indebtedness of such Person or any of its
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 the
Company 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
the direct costs relating to such Asset Sale, including, without limitation, (1)
legal, accounting and investment banking fees, and sales commissions, and any
relocation expenses incurred as a result thereof, (2) taxes paid or reasonably
estimated to be payable as a result thereof, (including, for so long as the
Company is treated as a partnership or an entity disregarded as separate from
its owner for federal, state and local income tax purposes, taxes reasonably
estimated to be payable by, or with respect to the net income of, the members of
the Company with respect to such members' allocable shares of net income arising
from such Asset Sale); (3) amounts required to be applied to the repayment of
Indebtedness, other than Indebtedness under a Credit Facility, secured by a Lien
on the asset or assets that were the subject of such Asset Sale; (4) 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 (5) the deduction of appropriate amounts 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 the Company or any
Restricted Subsidiary after such Asset Sale and, without duplication, any
reserves that the Company's Board of Directors determines in good faith should
be made in respect of the sale price of such asset or assets for post closing
adjustments; provided that in the case of any reversal of any reserve referred
to above, the amount so reserved shall be deemed to be Net Proceeds from an
Asset Sale as of the date of such reversal.

                                       8
<PAGE>

         "New Notes" means the Issuers' 13 1/4% Senior Notes due 2010 to be
issued pursuant to this Indenture: (i) in the Exchange Offer or (ii) as
contemplated by Section 2 of the Registration Rights Agreement.

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

         "Non-Recourse Debt" means Indebtedness (1) as to which neither the
Company 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 both any holder of any other Indebtedness (other than the Notes) of the
Company 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 the
Company or any of its Restricted Subsidiaries.

         "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 Issuers.

         "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 each of
the Issuers by two Officers of the respective Issuer, one of whom must be the
principal executive officer, the principal financial officer, the treasurer or
the principal accounting officer of the respective Issuer, that meets the
requirements of Section 12.05 hereof.

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

         "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 Investments" means (1) any Investment in the Company or in a
Restricted Subsidiary of the Company, (2) any Investment in Cash Equivalents,
(3) any Investment by the Company or any Restricted Subsidiary of the Company in
a Person, if as a result of or concurrently with such Investment, (a) such
Person becomes a Restricted Subsidiary of the Company, 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, the Company or a
Restricted Subsidiary of the Company, (4) any Restricted 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 acquisition of
assets solely in exchange for the issuance of Equity Interests (other than
Disqualified Stock) of the Company, (6) loans or advances to

                                       9
<PAGE>

employees made in the ordinary course of business not to exceed $2.0 million at
any one time outstanding, (7) securities and other assets received in settlement
of trade debts or other claims arising in the ordinary course of business, (8)
Investments in prepaid expenses, negotiable instruments held for collection and
lease, utility and workers' compensation, performance and other similar
deposits, (9) other Investments in Telecommunications Businesses, provided, that
the aggregate amount of such Investments does not exceed at any time the sum of
(a) $25.0 million, plus (b) the amount of Net Proceeds received by the Company
after the Closing Date as a capital contribution or from the sale of its Capital
Stock (other than Disqualified Stock) to a Person who is not a Subsidiary of the
Company, except to the extent such Net Proceeds are used to make Restricted
Payments permitted pursuant to clause (2) of the second paragraph of Section
4.07 hereof or Investments permitted pursuant to this clause (9), plus (c) the
net reduction in Investments made pursuant to this clause (9) resulting from
distributions on or repayments of such Investments or from the Net Proceeds from
the sale of any such Investment (except in each case to the extent any such
payment or proceeds are included in the calculation of Consolidated EBITDA) or
from such Person becoming a Restricted Subsidiary, provided, that the net
reduction in any such Investment shall not exceed the amount of such Investment,
(10) any Investment existing as of the date hereof, and any amendment,
modification, extension or renewal thereof to the extent such amendment,
modification, extension or renewal does not require the Company or any
Restricted Subsidiary to make any additional cash or non-cash payments or
provide additional services in connection therewith, and (11) Hedging
Obligations entered into in the ordinary course of business and not for
speculative purposes.

         "Permitted Liens" means (1) Liens securing Indebtedness under Credit
Facilities that were permitted by the terms of this Indenture to be incurred,
(2) Liens in favor of the Company, (3) Liens on property of a Person existing at
the time such Person is merged with or into or consolidated with the Company or
any Subsidiary of the Company, provided that such Liens were in existence prior
to the contemplation of such merger or consolidation and do not extend to any
assets other than those of the Person merged into or consolidated with the
Company or the Subsidiary, (4) Liens on property existing at the time of
acquisition thereof by the Company or any Restricted Subsidiary of the Company,
provided that such Liens were in existence prior to the contemplation of such
acquisition, (5) 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), (6) Liens
existing on the date hereof, (7) Liens securing the Notes, the New Notes and
this Indenture, (8) Liens granted in favor of the Holders of the Notes, (9)
Liens for taxes, assessments or governmental charges or claims that are not yet
delinquent or that are being contested in good faith by appropriate proceedings
promptly instituted and diligently concluded, provided that any reserve or other
appropriate provision as shall be required in conformity with GAAP shall have
been made therefor, (10) Liens incurred in the ordinary course of business of
the Company or any Restricted Subsidiary of the Company with respect to
obligations that do not exceed $10.0 million at any one time outstanding and
that (a) are not incurred in connection with the borrowing of money or the
obtaining of advances or credit (other than trade credit in the ordinary course
of business) and (b) do not in the aggregate materially detract from the value
of the property or materially impair the use thereof in the operation of
business by the Company or such Restricted Subsidiary, (11) 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 GAAP, (12) 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 property
subject thereto or interfere with the ordinary conduct of the business of the
Company or its Subsidiaries, (13) 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

                                       10
<PAGE>

improvement of property, plant or equipment used in the business of the Company
or any Restricted Subsidiary or a Telecommunications Business, provided that any
such Lien encumbers only the asset or assets so financed, purchased, constructed
or improved, (14) Liens incurred or deposits made in the ordinary course of
business in connection with workers' compensation, unemployment insurance and
other types of social security, (15) leases or subleases granted to third
Persons not interfering with the ordinary course of business of the Company,
(16) 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, (17) Liens on the assets of the Company
to secure Hedging Obligations with respect to Indebtedness permitted by this
Indenture to be incurred, (18) attachment or judgment Liens not giving rise to a
Default or an Event of Default, and (19) any interest or title of a lessor under
any capital lease or operating lease.

         "Permitted Refinancing Indebtedness" means any Indebtedness of the
Company or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries
(other than intercompany Indebtedness), provided that (1) the principal amount
(or accreted value, if applicable) of such Permitted Refinancing Indebtedness
does not exceed the principal amount of (or accreted value, if applicable), plus
accrued interest on, the Indebtedness so extended, refinanced, renewed,
replaced, defeased or refunded (plus the amount of reasonable expenses 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 the Company or by the Restricted Subsidiary who is the
obligor on the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded.

         "Permitted Telecommunications Financing" means the incurrence of any
Indebtedness or the issuance of any preferred stock (including Indebtedness
under any Credit Facility entered into with any vendor or supplier or any
financial institution), provided that such Indebtedness is incurred or such
preferred stock is issued solely for the purpose of financing the cost
(including the cost of design, development, acquisition, construction,
installation, improvement, transportation or integration) of acquiring,
constructing, expanding, developing or improving equipment, inventory, licenses
or network assets (including acquisitions by way of acquisitions of real
property rights, leasehold improvements, Capitalized Leases and acquisitions of
the Capital Stock of a Person that becomes a Restricted Subsidiary of the
Company to the extent of the fair market value of the equipment, inventory,
licenses or network assets so acquired) after the date hereof.

         "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or agency or political subdivision thereof (including any subdivision
or ongoing business of any such entity or substantially all of the assets of any
such entity, subdivision or business).

         "Principals" means Goldman, Sachs & Co., Madison Dearborn Partners and
Providence Equity Partners.

         "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.

                                       11
<PAGE>

          "Prospectus" means the prospectus included in a Registration Statement
at the time such Registration Statement is declared effective, as amended or
supplemented by any prospectus supplement and by all other amendments thereto,
including post-effective amendments, and all material incorporated by reference
into such Prospectus.

         "Public Equity Offering" means any underwritten public offering of
common stock of the Company or Holdings in which the net cash proceeds to the
Company are at least $25.0 million.

         A "Public Market" shall be deemed to exist if (1) a Public Equity
Offering has been consummated and (2) 25% or more of the total issued and
outstanding Common Stock of the Company immediately following the consummation
of such Public Equity Offering has been distributed by means of an effective
registration statement under the Securities Act.

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

         "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of February 17, 2000, by and among the Issuers 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 Issuers 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 Issuers to the
purchasers of Additional Notes to register such Additional Notes under the
Securities Act.

         "Registration Statement" means any registration statement of the
Company relating to (a) an offering of New Notes pursuant to an Exchange Offer
or (b) the registration for resale of Transfer Restricted Securities pursuant to
the Shelf Registration Statement, in each case, (1) that is filed pursuant to
the provisions of the Registration Rights Agreement and (2) including the
Prospectus included therein, all amendments and supplements thereto (including
post-effective amendments) and all exhibits and material incorporated by
reference therein.

         "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" with respect to any Principal means (1) any controlling
stockholder, 50% or more owned Subsidiary, or spouse or immediate family member
(in the case of an individual) of such Principal, or (2) any trust, corporation,
partnership or other entity, the beneficiaries, stockholders, partners, owners
or Persons beneficially holding a controlling interest of which consist of such
Principal and/or such other Persons referred to in the immediately preceding
clause (1).

                                       12
<PAGE>

         "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 an Investment other than a Permitted
Investment.

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

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

         "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.

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

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

         "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.

         "Strategic Equity Investment" means an investment in the Company or
Holdings by a company which is primarily engaged in the telecommunications
industry and which has a market capitalization (if a public company) on the date
of such investment in the Company or Holdings 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 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

                                       13
<PAGE>

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 of one or more Subsidiaries of such Person (or any combination
thereof).

         "Tax Amount" means for any taxable period an amount equal to the
product of (1) the Taxable Income of the Company as determined by the Tax Amount
CPA and (2) the Tax Percentage; provided, however, that in determining the Tax
Amount, the effect thereon of any net operating loss carryforwards that would
have arisen if the Company were a separate entity shall be taken into account.

         "Taxable Income" means, with respect to the Company for any period, the
hypothetical taxable income or loss of the Company for such period for federal
income tax purposes computed on the hypothetical assumption that the Company is
a separate entity as reasonably determined by the Tax Amount CPA.

         "Tax Amount CPA" means a nationally recognized certified public
accounting firm selected by the Company.

         "Tax Percentage" means, for a particular taxable year, the highest
effective marginal combined rate of federal, state and local income tax, imposed
on an individual or corporate taxpayer, whichever rate is higher, as certified
by the Tax Amount CPA in a certificate filed with the Trustee. The rate of
"state income tax" to be taken into account for purposes of determining the Tax
Percentage for a particular taxable year shall be deemed to be the highest New
York State income tax rate imposed on individuals or corporations for such year,
whichever rate is higher. The rate of "local income tax" to be taken into
account for purposes of determining the Tax Percentage for a particular taxable
year shall be deemed to be the highest New York City income tax rate imposed on
individuals or corporations for such year, whichever rate is higher.

         "Telecommunications Business" means the development, ownership or
operation of one or more telephone, telecommunications or information systems or
the provision of telephony, telecommunications or information services
(including, without limitation, any voice, video transmission, data or Internet
services) and any related, ancillary or complementary business; provided that
the determination of what constitutes a Telecommunications Business shall be
made in good faith by the Board of Directors of the Company.

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

         "Transfer Restricted Securities" means each Note, until the earliest to
occur of (a) the date on which such Note is exchanged in the Exchange Offer and
entitled to be resold to the public by the Holder thereof without complying with
the prospectus delivery requirements of the Act, (b) the date on which such Note
has been disposed of in accordance with a Shelf Registration Statement, (c) the
date on which such Note is disposed of by a Broker-Dealer pursuant to the "Plan
of Distribution" contemplated by the Exchange Offer Registration Statement
(including delivery of the Prospectus contained therein) or (d) the date on
which such Note is distributable to the public pursuant to Rule 144(k) under the
Act.

         "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.

                                       14
<PAGE>

         "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 the Company that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a
Board Resolution, but only to the extent that such Subsidiary (1) has no
Indebtedness other than Non-Recourse Debt, (2) is not party to any agreement,
contract, arrangement or understanding with the Company or any Restricted
Subsidiary of the Company unless the terms of any such agreement, contract,
arrangement or understanding are no less favorable to the Company or such
Restricted Subsidiary than those that might be obtained at the time from Persons
who are not Affiliates of the Company, (3) is a Person with respect to which
neither the Company 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
the Company 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 the Company or any of its Restricted Subsidiaries and has at least one
executive officer that is not a director or executive officer of the Company or
any of its Restricted Subsidiaries. Any designation of a Subsidiary of the
Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by
filing with the Trustee a certified copy of the Board Resolution giving effect
to such designation and an Officers' Certificate certifying that such
designation complied with the 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 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 the Company as of such date and, if such Indebtedness is not
permitted to be incurred as of such date under Section 4.09 hereof, the Company
shall be in default of such Section. The Board of Directors of the Company may
at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary;
provided that such designation shall be deemed to be an incurrence of
Indebtedness by a Restricted Subsidiary of the Company of any outstanding
Indebtedness of such Unrestricted Subsidiary and such designation shall only be
permitted if (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 four-quarter 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.

                                       15
<PAGE>

         "Wholly Owned Restricted Subsidiary" of any 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 and/or by one or more Wholly Owned Restricted
Subsidiaries of such Person.

Section 1.02.  Other Definitions.

                                                                 Defined in
        Term                                                       Section
        ----                                                       -------
         "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"............................       4.15
         "Change of Control Payment"..........................       4.15
         "Change of Control Payment Date".....................       4.15
         "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

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 means the Issuers and any successor obligor upon
the Notes.

         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.

                                       16
<PAGE>

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 shall
be deemed to include substitute, replacement or 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 Issuers 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.

         (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

                                       17
<PAGE>

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 (1) 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 (2) an Officers'
Certificate from the Issuers. 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.

         One Officer shall sign the Notes for each of the Issuers by manual or
facsimile signature. The Company's seal may 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 Issuers 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
Issuers 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 Issuers.

Section 2.03.  Registrar and Paying Agent.

         The Issuers 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 Issuers may appoint one or more co-registrars and one or more additional
paying agents. The term

                                       18
<PAGE>

"Registrar" includes any co-registrar and the term "Paying Agent" includes any
additional paying agent. The Issuers may change any Paying Agent or Registrar
without notice to any Holder. The Issuers shall notify the Trustee in writing of
the name and address of any Agent not a party to this Indenture. If the Issuers
fail to appoint or maintain another entity as Registrar or Paying Agent, the
Trustee shall act as such. The Issuers or any of their Subsidiaries may act as
Paying Agent or Registrar.

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

         The Issuers initially appoint 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 Issuers 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 Issuers 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 Issuers 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 Issuers or a
Subsidiary) shall have no further liability for the money. If the Issuers 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 Issuers, 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 (S) 312(a). If the Trustee is
not the Registrar, the Issuers 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 (S) 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 Issuers for Definitive Notes if (1) the Issuers deliver to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Issuers within 120 days after the date of such notice from the Depositary, (2)
the Issuers in their sole discretion determine that the Global Notes (in whole
but not in part) should be exchanged for Definitive Notes and deliver 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 Issuers 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, or (3) there shall have occurred and be continuing a
Default or Event of Default with respect to the Notes. Upon the occurrence of
either of the preceding events in (1), (2), or (3) above, Definitive Notes shall
be issued in such names as the Depositary shall instruct the

                                       19
<PAGE>

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 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 Issuers
         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.

                                       20
<PAGE>

          (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
          New Notes or (3) a Person who is an affiliate (as defined in Rule 144)
          of the Issuers;

                    (B)  such transfer is effected pursuant to the Shelf
          Registration Statement or the Market Making Shelf Registration
          Statement, in each case, 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 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

                                       21
<PAGE>

                    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 Issuers
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 Interest 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 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;

                                       22
<PAGE>

               (F)  if such beneficial interest is being transferred to the
          Issuers or any of their 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 Issuers 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.

          (ii)   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.

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

                 (A)     such 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 New
          Notes or (3) a Person who is an affiliate (as defined in Rule 144) of
          the Issuers;

                 (B)     such transfer is effected pursuant to the Shelf
          Registration Statement or the Market Making Shelf Registration
          Statement, in each case, 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

                                       23
<PAGE>

               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.

          (iv) 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 Issuers 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.

     (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

                                       24
<PAGE>

          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 Issuers or any of their 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 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 New 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 or the Market Making Shelf Registration Statement, in each
          case, 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

                                       25
<PAGE>

               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 Issuers 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 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;

                                       26
<PAGE>

               (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 New 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 or the Market Making Shelf Registration
          Statement, in each case, in accordance with the Registration Rights
          Agreement;

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

               (D)  the Registrar receives the following:

                    (1)  if the Holder of such Restricted Definitive 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 Issuers 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,

                                       27
<PAGE>

     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 Issuers shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02, the
Trustee shall authenticate (1) 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 New Notes and
(z) they are not affiliates (as defined in Rule 144) of the Issuers, and
accepted for exchange in the Exchange Offer and (2) 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 Issuers 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 (1) TO A PERSON WHO THE 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) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE) AND (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN
EACH CASE, 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:

                                       28
<PAGE>

"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 THE ISSUERS."

          (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 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
     Issuers shall execute and the Trustee shall authenticate Global Notes and
     Definitive Notes upon the Issuers' 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 Issuers 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, 4.15 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.

                                       29
<PAGE>

          (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 Issuers, 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 Issuers 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 Issuers 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 Issuers shall be affected by notice to the contrary.

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

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

Section 2.07.     Replacement Notes.

     If any mutilated Note is surrendered to the Trustee or the Issuers and
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, the Issuers 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 Issuers, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Issuers may charge for their expenses in replacing a Note.

     Every replacement Note is an additional obligation of the Issuers 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 Issuers or an Affiliate of the Issuers hold
the Note; however, Notes held by the Issuers or a Subsidiary of the Issuers
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.

                                       30
<PAGE>

         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 Issuers, 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
Issuers, or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Issuers, 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.

Section 2.10.  Temporary Notes.

         Until certificates representing Notes are ready for delivery, the
Issuers 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 Issuers consider
appropriate for temporary Notes and as shall be reasonably acceptable to the
Trustee. Without unreasonable delay, the Issuers 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 Issuers 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 Issuers. The Issuers 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 Issuers default in a payment of interest on the Notes, they
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 Issuers 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 Issuers 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
Issuers (or, upon the written request of the Issuers, the Trustee in the name
and at the expense of the Issuers) 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.

                                       31
<PAGE>

                                  ARTICLE 3.
                           REDEMPTION AND PREPAYMENT

Section 3.01.  Notices to Trustee.

         If the Issuers elect 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 (1) the clause of this Indenture pursuant to
which the redemption shall occur, (2) the redemption date, (3) the principal
amount of Notes to be redeemed and (4) the redemption price.

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 Issuers 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 Issuers 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 only, 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 in the name of the Holder thereof 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;

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<PAGE>

         (f)   that, unless the Issuers default in making such redemption
payment, interest on Notes or portions of them 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.

         At the Issuers' request, the Trustee shall give the notice of
redemption in the Issuers' name and at its expense; provided, however, that the
Issuers 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 Issuers 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 Issuers any
money deposited with the Trustee or the Paying Agent by the Issuers in excess of
the amounts necessary to pay the redemption price of, and accrued interest on,
all Notes to be redeemed.

         If the Issuers comply 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 Issuers 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 Issuers shall
issue and, upon the Issuers' written request, the Trustee shall authenticate for
the Holder at the expense of the Issuers a new Note equal in principal amount to
the unredeemed portion of the Note surrendered.

Section 3.07.  Optional Redemption.

         (a)   Except as set forth in clause (b) of this Section 3.07, the
Issuers shall not have the option to redeem the Notes pursuant to this Section
3.07 prior to March 1, 2005. Thereafter, the Issuers shall have the option to
redeem the Notes, in whole or in part upon not less than 30 nor more than 60
days' notice, at the redemption prices (expressed as percentages of principal
amount) set forth below plus

                                       33
<PAGE>

accrued and unpaid interest and Special Interest thereon, if any, to the
applicable redemption date, if redeemed during the twelve-month period beginning
on March 1, of the years indicated below:

         Year                                                     Percentage
         ----                                                     ----------
         2005.................................................     106.625%
         2006.................................................     104.417%
         2007.................................................     102.208%
         2008 and thereafter..................................     100.000%

         (b)   Notwithstanding the provisions of clause (a) of this Section
3.07, at any time prior to March 1, 2003, the Issuers may on any one or more
occasions redeem up to 35% of the aggregate principal amount of Notes originally
issued under this Indenture with the net 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 Investment in, the Company's direct parent at a redemption
price equal to 113.250% of the principal amount thereof plus accrued and unpaid
interest and Special Interest thereon, if any, to the redemption date; provided
that (1) at least 65% in aggregate principal amount of the Notes remains
outstanding immediately after the occurrence of such redemption excluding Notes
held by the Company and its Subsidiaries and (2) that the redemption must occur
within 60 days of the date of the closing of such Public Equity Offering or
Strategy Equity Investment.

         (c)   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 Issuers 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 Issuers shall
be required to commence an offer to all Holders to purchase Notes (an "Asset
Sale Offer"), they 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 Issuers 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.

         Upon the commencement of an Asset Sale Offer, the Issuers 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

                                       34
<PAGE>

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 Issuers default 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 Issuers, a depositary, if appointed by
the Issuers, 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
Issuers, 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 Issuers shall select the Notes to be
purchased on a pro rata basis (with such adjustments as may be deemed
appropriate by the Issuers 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 Issuers 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 Issuers in accordance
with the terms of this Section 3.09. The Issuers, the Depositary or the Paying
Agent, as the case may be, shall promptly (but in any case not later than five
days after the Purchase Date) mail or deliver to each tendering Holder an amount
equal to the purchase price of the Notes tendered by such Holder and accepted by
the Issuers for purchase, and the Issuers shall promptly issue a new Note, and
the Trustee, upon written request from the Issuers 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 Issuers to the Holder thereof. The Issuers
shall publicly announce the results of the Asset Sale Offer on the Purchase
Date.

                                       35
<PAGE>

         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. To the extent that the provisions of any
securities laws or regulations conflict with Sections 3.01 through 3.06, Section
3.09 or Section 4.10 hereof, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under such Sections by virtue of such conflict.

                                  ARTICLE 4.
                                   COVENANTS

Section 4.01.  Payment of Notes.

         The Issuers shall pay or cause to be paid the principal of, premium, if
any, interest and Special Interest on the Notes on the dates and in the manner
provided in the Notes. Principal, premium, if any, interest and Special Interest
shall be considered paid on the date due if the Paying Agent, if other than the
Issuers or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due
date money deposited by the Issuers in immediately available funds and
designated for and sufficient to pay all principal, premium, if any, interest
and Special Interest then due. The Issuers 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 Issuers 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 Issuers 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 Issuers in respect of the Notes and this Indenture may be served. The
Issuers 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 Issuers
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 Issuers 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
Issuers of their obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York for such purposes. The Issuers shall give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.

         The Issuers hereby designate the Corporate Trust Office of the Trustee
as one such office or agency of the Issuers 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 Issuers shall furnish to the Holders
of Notes within 15 days of the time periods specified in the SEC's rules and
regulations (1) all quarterly and annual financial information that would be

                                       36
<PAGE>

required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the
Company was 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 (2) all current reports that
would be required to be filed with the SEC on Form 8-K if the Company was
required to file such reports, in each case, within the time periods specified
in the SEC's rules and regulations. In addition, following consummation of the
Exchange Offer contemplated by the Registration Rights Agreement, whether or not
required by the rules and regulations of the SEC, the Issuers shall file a copy
of all such information and reports referred to in clauses (1) and (2) above
with the SEC for public availability within the time periods specified in the
SEC's rules and regulations (unless the SEC will not accept such a filing) and
make such information available to securities analysts and prospective investors
upon request. The Issuers shall at all times comply with TIA (S) 314(a).

         (b)   For so long as any Notes remain outstanding, the Issuers 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.

         (c)   Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Issuers'
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

Section 4.04.  Compliance Certificate.

         (a)   The Issuers 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 Issuers and their Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Issuers have kept, observed, performed and fulfilled
their 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
Issuers have kept, observed, performed and fulfilled each and every covenant
contained in this Indenture and are 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 Issuers are taking or propose 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 Issuers are 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, 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 Issuers 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

                                       37
<PAGE>

specifying such Default or Event of Default and what action the Issuers are
taking or propose to take with respect thereto.

Section 4.05.  Taxes.

         The Issuers shall pay, and shall cause each of their 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 Issuers covenant (to the extent that it may lawfully do so) that
they 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 Issuers (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that they 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.

         The Company shall not, and shall 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 the Company's or any of its
Restricted Subsidiaries' Equity Interests (including, without limitation, any
payment in connection with any merger or consolidation involving the Company or
any of its Restricted Subsidiaries) or to the direct or indirect holders of the
Company'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 the Company or payable to the
Company or a Restricted Subsidiary of the Company), (2) purchase, redeem or
otherwise acquire or retire for value (including, without limitation, in
connection with any merger or consolidation involving the Company) any Equity
Interests of the Company or any direct or indirect parent of the Company or any
Restricted Subsidiary of the Company (other than any such Equity Interests owned
by the Company or any Restricted Subsidiary of the Company), (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, 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 (3) above and in this clause (4) being collectively referred to as
"Restricted Payments"), unless, at the time of and after giving effect to such
Restricted Payment (1) no Default or Event of Default shall have occurred and be
continuing or would occur as a consequence thereof, and (2) the Company would,
at the time of such Restricted Payment and after giving pro forma effect thereto
as if such Restricted Payment had been made at the beginning of the applicable
four-quarter period, have been permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Debt to Consolidated 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 made by the
Company and its Restricted Subsidiaries after the date hereof (excluding
Restricted Payments permitted by clauses (2), (3) and (4) of the next succeeding
paragraph), shall not exceed, at the date of determination, without duplication,
the sum of (a) an amount equal to 100% of the Company's Consolidated EBITDA
since the date hereof to the end of the Company's most recently ended fiscal
quarter for which internal financial statements are available taken as a single
accounting period, less the product of 1.5 times the Company's Consolidated
Interest Expense since the date hereof to the end of the Company's most recently
ended fiscal quarter for which internal financial statements are available,
taken

                                       38
<PAGE>

as a single accounting period, plus (b) 100% of the aggregate net cash proceeds
received by the Company since the date hereof as a contribution to its common
equity capital or from the issue or sale of Equity Interests of the Company
(other than sales of Disqualified Stock) in excess of $24 million or from the
issue or sale of convertible or exchangeable Disqualified Stock or convertible
or exchangeable debt securities of the Company that have been converted into or
exchanged for such Equity Interests (other than Equity Interests (or
Disqualified Stock or convertible debt securities) sold to a Subsidiary of the
Company and other than Disqualified Stock or convertible debt securities that
have been converted into Disqualified Stock), plus (c) to the extent that any
Restricted Investment that was made after the date hereof is sold for cash or
otherwise liquidated or repaid for cash, the lesser of (1) the cash return of
capital with respect to such Restricted Investment (less the cost of
disposition, if any) and (2) the initial amount of such Restricted Investment.

         So long as no Default has occurred and is continuing or would be caused
thereby, the preceding provisions will not prohibit (1) the payment of any
dividend or distribution within 60 days after the date of declaration thereof,
if at said date of declaration such payment would have complied with the
provisions of this Indenture, (2) the making of any Investment or the
redemption, repurchase, retirement, defeasance or other acquisition of any
subordinated Indebtedness or Equity Interests of the Company in exchange for, or
out of the net cash proceeds of the substantially concurrent sale (other than to
a Subsidiary of the Company) of, Equity Interests of the Company (other than
Disqualified Stock); provided that the amount of any such net cash proceeds that
are utilized for any such redemption, repurchase, retirement, defeasance or
other acquisition shall be excluded from clause (3)(b) of the preceding
paragraph, (3) the defeasance, redemption, repurchase or other acquisition of
subordinated Indebtedness with the net cash proceeds from an incurrence of
Permitted Refinancing Indebtedness, (4) the payment of any dividend by a
Restricted Subsidiary of the Company to the holders of its common Equity
Interests on a pro rata basis, (5) the repurchase, redemption or other
acquisition or retirement for value of any Equity Interests of the Company or
any Restricted Subsidiary that is held by any current or former employee,
director or consultant (or their estates or the beneficiaries of such estates)
of the Company or any Subsidiary; provided that the aggregate price paid for all
such repurchased, redeemed, acquired or retired Equity Interests shall not
exceed $1.0 million in any twelve-month period, (6) so long as no Default or
Event of Default under this Indenture shall have occurred and be continuing or
shall be in existence immediately thereafter, making loans to members of
management of the Company pursuant to written agreements with such members, in
an aggregate principal amount not to exceed $1.0 million in the aggregate at any
one time outstanding, (7) the payment of cash in lieu of the issuance of
fractional shares of common stock upon exercise or conversion of securities
exercisable or convertible into common stock of the Company, (8) payments or
distributions, in the nature of satisfaction of dissenters' rights, pursuant to
or in connection with a consolidation, merger or transfer of assets that
complies with the provisions hereof applicable to mergers, consolidations and
transfers of all or substantially all of the property and assets of the Company,
(9) any purchase or acquisition from, or withholding on issuances to, any
employee of the Company's Capital Stock in order to satisfy any applicable
federal, state or local tax payments in respect of the receipt of shares of the
Company's Capital Stock, (10) any withholding on issuances to any employee of
the Company of the Company's Capital Stock in order to pay the purchase price of
such Capital Stock or similar instrument pursuant to a stock option, equity
incentive or other employee benefit plan or agreement of the Company or any of
its Restricted Subsidiaries, (11) so long as the Company is a limited liability
company treated as a partnership or an entity disregarded as separate from its
owner for federal, state and local income tax purposes (and prior to any
distribution of any Tax Amount, the Company delivers a certificate prepared by
the Tax Amount CPA to such effect), distributions to members of the Company in
an amount, with respect to any period beginning after December 31, 1998, not to
exceed the Tax Amount with respect to the Company for such period, (12) payments
to Holdings for expenses incurred by Holdings in the ordinary course of business
directly relating to the administration of the Company or its Restricted
Subsidiaries in an amount not to exceed

                                       39
<PAGE>

$1.0 million in any fiscal year, and (13) other Restricted Payments in an
aggregate amount not to exceed $2.0 million.

         The amount of all Restricted Payments (other than cash) shall be the
fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or such
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
The fair market value of any assets or securities that are required to be valued
by this Section 4.07 shall be determined by the 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 $10.0 million. Not later than the date of making any
Restricted Payment, the Issuers shall 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.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any encumbrance or restriction on the ability of any Restricted
Subsidiary to (1) pay dividends or make any other distributions on its Capital
Stock to the Company or any of the Company's Restricted Subsidiaries, or with
respect to any other interest or participation in, or measured by, its profits,
or pay any indebtedness owed to the Company or any of its Restricted
Subsidiaries, (2) make loans or advances to the Company or any of its Restricted
Subsidiaries, or (3) transfer any of its properties or assets to the Company or
any of its Restricted Subsidiaries.

         However, the preceding restrictions will not apply to encumbrances or
restrictions existing under or by reason of (1) Existing Indebtedness as in
effect on the date hereof and any amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements or refinancings
thereof, provided that such amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacement 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, as in effect on
the date hereof, (2) this Indenture and the Notes, (3) applicable law, (4) any
instrument governing Indebtedness or Capital Stock of a Person acquired by the
Company or any of its Restricted Subsidiaries as in effect at the time of such
acquisition (except to the extent such Indebtedness was incurred in connection
with or in contemplation of such acquisition), which encumbrance 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 by the Company or such Restricted
Subsidiary, (5) customary non-assignment provisions in contracts entered into in
the ordinary course of business, (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 such Restricted 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 otherwise permitted to be incurred pursuant to the
provisions of Section 4.12 hereof that limit the right of the Company or any of
its Restricted Subsidiaries 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 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

                                       40
<PAGE>

imposed pursuant to the terms of Indebtedness of a Restricted Subsidiary of the
Company that was permitted by this Indenture to be incurred; provided that such
restrictions, in the written view of the Board of Directors of the Company or an
executive officer of the Company, (a) are required in order to obtain such
financing, (b) are customary for such financings or, in the absence of industry
customs, reasonable in the view of the Board of Directors or such executive
officer, and (c) will not materially impair the Company's ability to make
interest and principal payments as required under the Notes.

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

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt), and the Company shall not issue any Disqualified Stock and shall not
permit any of its Restricted Subsidiaries to issue any shares of preferred
stock; provided, however, that the Company may incur Indebtedness (including
Acquired Debt) or issue shares of Disqualified Stock and the Company's
Restricted Subsidiaries may incur Indebtedness under Credit Facilities or
pursuant to Permitted Telecommunications Financing if, in each case (1) no
Default or Event of Default shall have occurred and be continuing or would occur
as a consequence thereof, and (2) the Debt to Consolidated Cash Flow Ratio at
the time of incurrence of such Indebtedness or the issuance of such Disqualified
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 four full fiscal quarter period of the
Company for which internal financial statements are available, would have been
no greater than 6.0 to 1 for Indebtedness incurred on or prior the date that is
eighteen months after the Closing Date, or no greater than 5.5 to 1 for
Indebtedness incurred after such date.

         The first paragraph of this Section 4.09 will not prohibit the
incurrence of any of the following items of Indebtedness (collectively,
"Permitted Debt") (1) the incurrence by the Company or any of its Restricted
Subsidiaries of Indebtedness under one or more Credit Facilities in an aggregate
principal amount (with letters of credit being deemed to have a principal amount
equal to the maximum potential liability of the Company and its Restricted
Subsidiaries thereunder) at any one time outstanding not to exceed an amount
equal to $517 million, less the aggregate amount of all Net Proceeds of Asset
Sales applied to repay Indebtedness under Credit Facilities pursuant to Section
4.10 hereof, (2) the incurrence by the Company and its Restricted Subsidiaries
of Existing Indebtedness, (3) the incurrence by the Company of Indebtedness
represented by the Notes to be issued on the date hereof and the New Notes to be
issued pursuant to the Registration Rights Agreement, (4) the incurrence by the
Company or any of its Restricted Subsidiaries of Indebtedness in connection with
Permitted Telecommunications Financing, (5) the incurrence by the Company 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 is permitted by this
Indenture to be incurred under the first paragraph of this Section 4.09 or
clauses (2), (3), (4) or this clause (5) of this paragraph, (6) the incurrence
by the Company or any of its Restricted Subsidiaries of intercompany
Indebtedness between or among the Company and any of its Restricted
Subsidiaries; provided, however, that (a) if the Company 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, and (b)(i)
any subsequent issuance or transfer of Equity Interests, other than directors
qualifying shares, that results in any such Indebtedness being held by a Person
other than the Company or a Restricted Subsidiary and (ii) any sale or other
transfer of any such Indebtedness to a Person that is not either the Company or
a Restricted Subsidiary; shall be deemed, in each case, to constitute an
incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as
the case may be, that was not permitted by this clause (6), (7) the incurrence
by the Company or any of its Restricted Subsidiaries of Hedging Obligations that
are incurred for the purpose of fixing or hedging interest rate risk with
respect to any floating rate

                                       41
<PAGE>

Indebtedness that is permitted by the terms of this Indenture to be outstanding,
(8) the guarantee by the Company or a Restricted Subsidiary of the Company that
was permitted to be incurred by another provision of this Indenture, (9) the
incurrence by the Company of Indebtedness or by a Restricted Subsidiary of the
Company of Indebtedness not to exceed, at any one time outstanding, 2.0 times
the aggregate net cash proceeds received by the Company after the Closing Date
from the issuance and sale of its Common Stock (other than Disqualified Stock)
to a Person that is not a Subsidiary of the Company, to the extent such net cash
proceeds have not been used pursuant to clause 3(b) of the second paragraph or
clause (2) of the third paragraph of Section 4.07 hereof to make a Restricted
Payment or to make a Permitted Investment pursuant to clause (9) of the
definition thereof; provided that such Indebtedness (other than Acquired Debt)
does not mature prior to the Stated Maturity of the Notes and the Weighted
Average Life to Maturity of such Indebtedness is longer than that of the Notes,
(10) the incurrence by the Company of Indebtedness, to the extent that the net
proceeds thereof are promptly (A) used to repurchase Notes tendered in a Change
of Control Offer or (B) deposited to defease all of the Notes as described in
Article 8 hereof, (11) the incurrence by the Company or any of its Restricted
Subsidiaries of Indebtedness constituting reimbursement obligations with respect
to letters of credit issued in the ordinary course of business, including
without limitation, letters of credit in respect of workers' compensation claims
or self-insurance, or other Indebtedness with respect to reimbursement type
obligations regarding workers' compensation claims; provided, however, that upon
the drawing of such letters of credit or the incurrence of such Indebtedness,
such obligations are reimbursed within 30 days following such drawing or
incurrence, (12) Indebtedness arising from agreements of the Company or a
Restricted Subsidiary of the Company providing for indemnification, adjustment
of purchase price or similar obligations, in each case, incurred or assumed in
connection with the disposition of any business, assets or a Subsidiary, other
than guarantees of Indebtedness incurred by any Person acquiring all or any
portion of such business, assets or a Subsidiary for the purpose of financing
such acquisition; provided that (a) such Indebtedness is not reflected on the
balance sheet of the Company or any Restricted Subsidiary (contingent
obligations referred to in the footnote or footnotes to financial statements and
not otherwise reflected on the balance sheet will not be deemed to be reflected
on such balance sheet for purposes of this clause (a)) and (b) the maximum
assumable liability in respect of such Indebtedness shall at no time exceed the
gross proceeds including non-cash proceeds (the fair market value of such non-
cash proceeds being measured at the time received without giving effect to any
such subsequent changes in value) actually received by the Company and/or such
Restricted Subsidiary in connection with such disposition, (13) obligations in
respect of performance and surety bonds and completion guarantees provided by
the Company or any Restricted Subsidiary of the Company in the ordinary course
of business, (14) 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 will not be deemed to be an incurrence of Indebtedness or an
issuance of Disqualified Stock for purposes of this Section 4.09, and (15) the
incurrence by the Company or any of its Restricted Subsidiaries of additional
Indebtedness (in addition to any Indebtedness permitted by clauses (1) through
(14) above or by the first paragraph of this Section 4.09) in an aggregate
principal amount (or accreted value, as applicable) at any time outstanding, not
to exceed $25.0 million.

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

         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

                                       42
<PAGE>

in clauses (1) through (15) above, or is entitled to be incurred pursuant to the
first paragraph of this Section 4.09, the Company will be permitted to classify
such item of Indebtedness on the date of its incurrence, or later reclassify all
or a portion of such item of Indebtedness, in any manner that complies with 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.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless (1) the Company (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 the Company'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 therefor received by the
Company or such Restricted Subsidiary is in the form of cash or Cash
Equivalents. For purposes of this Section 4.10, each of the following shall be
deemed to be cash: (a) any Indebtedness or other liabilities (as shown on the
Company's or such Restricted Subsidiary's most recent balance sheet), of the
Company or any Restricted Subsidiary (other than contingent liabilities and
Indebtedness that is by its terms subordinated to the Notes) that are assumed by
the transferee of any such assets pursuant to a customary novation agreement
that releases the Company or such Restricted Subsidiary from further liability;
and (b) any securities, notes or other obligations received by the Company or
any such Restricted Subsidiary from such transferee that are (subject to
ordinary settlement periods) converted within 60 days of the applicable Asset
Sale by the Company or such Restricted Subsidiary into cash or Cash Equivalents
(to the extent of the cash received in that conversion).

         In the event and to the extent that the Net Proceeds received by the
Company or any of its Restricted Subsidiaries from one or more Asset Sales
occurring on or after the Closing Date in any period of 12 consecutive months
exceed 10% of Consolidated Tangible Assets (determined as of the date closest to
the commencement of such 12-month period for which a consolidated balance sheet
has been provided to the Trustee pursuant to Section 4.03 hereof), then the
Company or the applicable Restricted Subsidiary may apply such Net Proceeds,
within 365 days after the date on which the Net Proceeds so received exceed 10%
of Consolidated Tangible Assets (1) to reduce Indebtedness under a Credit
Facility, (2) to reduce other Indebtedness of any of the Company's Restricted
Subsidiaries, (3) to acquire all or substantially all of the assets of a
Telecommunications Business, (4) to the acquisition of Voting Stock of a Person
primarily engaged in a Telecommunications Business from a Person that is not a
Subsidiary of the Company, provided, that, after giving effect thereto, the
Person whose Voting Stock was so acquired becomes a Restricted Subsidiary of the
Company, (5) to make a capital expenditure, or (6) to acquire other long-term
assets that are used or useful in a Telecommunications Business.

         Pending the final application of any such Net Proceeds, the Company may
temporarily reduce borrowings or otherwise invest such 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 will constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $10.0 million, the Issuers shall
make 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
thereon, if any, to the date of purchase, in

                                       43
<PAGE>

accordance with the procedures set forth in this Indenture and such other senior
Indebtedness of the Company. If any Excess Proceeds remain after consummation of
an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose
not otherwise prohibited by this Indenture. If the aggregate principal amount of
Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer
exceeds the amount of Excess Proceeds, the Trustee shall 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 pari passu Indebtedness tendered. Upon
completion of each Asset Sale Offer, the amount of Excess Proceeds shall be
reset at zero.

         Notwithstanding the three immediately proceeding paragraphs, the
Company and its Restricted Subsidiaries shall be permitted to consummate an
Asset Sale without complying with such paragraphs to the extent that (1) at
least 75% of the consideration received by the Company and its Restricted
Subsidiaries in such Asset Sale consists of cash, assets that would qualify
under sections (3) through (6) of the second preceding paragraph, or any
combination of any of the foregoing and (2) such Asset Sale is for Fair Market
Value; provided that any such consideration received by the Company or any of
its Restricted Subsidiaries that constitutes an Investment is made in compliance
with Section 4.07 hereof and any Net Cash Proceeds received by the Company or
any of its Restricted Subsidiaries in connection with any such Asset Sale are
applied in accordance with the immediately preceding paragraph.

         The Issuers 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 each purchase
of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of
any securities laws or regulations conflict with the Asset Sales provisions of
this Indenture, the Issuers shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under
Section 4.10 hereof by virtue of such conflict.

Section 4.11.  Transactions with Affiliates.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate (each, an "Affiliate Transaction"), unless (1) such Affiliate
Transaction is on terms that are no less favorable to the Company or the
relevant Restricted Subsidiary than those that would have been obtained in a
comparable transaction by the Company or such Restricted Subsidiary with an
unrelated Person, and (2) the Company delivers to the Trustee (a) with respect
to any Affiliate Transaction or series of related Affiliate Transactions
involving aggregate consideration in excess of $2.5 million, a resolution of the
Board of Directors set forth in an Officers' Certificate certifying that such
Affiliate Transaction complies with 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) any employment agreement entered into by the Company or any of its
Restricted Subsidiaries in the ordinary course of business of the Company or
such Restricted Subsidiary, (2) transactions between or among the Company and/or
its Restricted Subsidiaries, (3) transactions with a Person that is an Affiliate
of the Company solely because the Company owns an Equity Interest in such
Person, (4) payment of reasonable fees to directors who are not otherwise
Affiliates of the Company or any of its Restricted Subsidiaries, and customary
indemnification and

                                       44
<PAGE>

insurance arrangements in favor of any director, (5) sales or issuances of
Equity Interests (other than Disqualified Stock) to Affiliates of the Company,
(6) Restricted Payments that are permitted by Section 4.07 hereof, (7) the
issuance or sale of Equity Interests (other than Disqualified Stock) of the
Company, and (8) loans or advances, not to exceed $2.0 million in the aggregate
at any time outstanding, to employees in the ordinary course of business.

Section 4.12.  Liens.

         The Company shall not and shall not permit any of its Restricted
Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or
become effective any Lien of any kind (other than Permitted Liens) upon any of
their property or assets, now owned or hereafter acquired, unless all payments
due under this Indenture and the Notes are secured on an equal and ratable basis
with the obligations so secured until such time as such obligations are no
longer secured by a Lien.

Section 4.13.  Intentionally deleted.

Section 4.14.  Corporate Existence.

         Subject to Article 5 hereof, the Issuers shall do or cause to be done
all things necessary to preserve and keep in full force and effect (1) their
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 Issuers or any such
Subsidiary and (2) the rights (charter and statutory), licenses and franchises
of the Issuers and their Subsidiaries; provided, however, that the Issuers shall
not be required to preserve any such right, license or franchise, or the
corporate, partnership or other existence of any of their Subsidiaries, if the
respective Board of Directors shall determine that the preservation thereof is
no longer desirable in the conduct of the business of the Issuers and their
Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any
material respect to the Holders of the Notes.

Section 4.15.  Offer to Repurchase Upon Change of Control.

         Upon the occurrence of a Change of Control, the Issuers shall make an
offer (a "Change of Control Offer") to each Holder of Notes to repurchase in
cash 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 of Notes repurchased plus accrued and unpaid interest and Special
Interest thereon, if any, to the date of purchase or, in the case of repurchases
of Notes prior to the full Accretion Date, at a purchase price equal to 101% of
the aggregate principal amount of Notes repurchased plus accrued and unpaid
interest and Special Interest thereon, if any, to such date of repurchase (the
"Change of Control Payment"). Within 30 days following any Change of Control,
the Issuers shall mail a notice to each Holder stating: (1) the transaction or
transactions that constitute a Change of Control; (2) that the Change of Control
Offer is being made pursuant to this Section 4.15 and that all Notes tendered
will be accepted for payment; (3) 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"); (4) that any Note not tendered
will continue to accrue interest; (5) that, unless the Issuers default 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; (6) 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; (7) 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

                                       45
<PAGE>

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 (8) 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 Issuers
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. To the extent that the provisions of any
securities laws or regulations conflict with the Change of Control provisions of
this Indenture, the Issuers shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached their obligations under the
Change of Control provisions of this Indenture by virtue of such conflict.

         On the Change of Control Payment Date, the Issuers 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 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. The
Issuers shall notify the Trustee of the results of the Change of Control Offer
on or as soon as practicable after the Change of Control Payment Date.

         Notwithstanding anything to the contrary in this Section 4.15, the
Issuers 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 4.15 and Section 3.09 hereof and all other provisions of this Indenture
applicable to a Change of Control Offer made by the Issuers and purchases all
Notes validly tendered and not withdrawn under such Change of Control Offer.

Section 4.16.  Limitation on Sale and Leaseback Transactions.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, enter into any sale and leaseback transaction; provided that
the Company or any Restricted Subsidiary may enter into a sale and leaseback
transaction if (1) the Company or such 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 Consolidated
Cash Flow Ratio test in the first paragraph of Section 4.09 hereof and (b)
incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof, (2)
the gross 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 such sale and leaseback transaction, and (3)
the transfer of assets in that sale and leaseback transaction is permitted by,
and the Company applies the proceeds of such transaction in compliance with,
Section 4.10 hereof.

Section 4.17.  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

                                       46
<PAGE>

Subsidiary, all outstanding Investments owned by the Company and its Restricted
Subsidiaries in the Subsidiary so designated will be deemed to be an Investment
made as of the time of such designation and will reduce the amount available for
Restricted Payments under the first paragraph of Section 4.07 or Permitted
Investments, as applicable. All such outstanding Investments will be valued at
their fair market value at the time of such designation. That designation will
only be permitted if such Restricted Payment 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 4.18.  Restrictions on Activities of Madison River Finance.

         Madison River Finance shall not hold any material assets, become liable
for any material obligations, other than the Notes, or engage in any significant
business activities; provided that Madison River Finance may be a co-obligor
with respect to Indebtedness if the Company is a primary obligor of such
Indebtedness and the net proceeds of such Indebtedness are received by the
Company or one or more of the Company's Restricted Subsidiaries other than
Madison River Finance.

Section 4.19.  Payments for Consent.

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

                                  ARTICLE 5.
                                  SUCCESSORS

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

         The Company may not, directly or indirectly (1) consolidate or merge
with or into another Person (whether or not the Company is the surviving
corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all
or substantially all of its properties or assets, in one or more related
transactions, to another Person, unless (1) either (a) the Company is the
surviving corporation, or (b) the Person formed by or surviving any such
consolidation or merger (if other than the Company) or to which such sale,
assignment, transfer, conveyance or other disposition shall have been made is a
corporation organized or existing under the laws of the United States, any state
thereof or the District of Columbia, (2) the Person formed by or surviving any
such consolidation or merger (if other than the Company) or the Person to which
such sale, assignment, transfer, conveyance or other disposition shall have been
made assumes all the obligations of the Company under the Registration Rights
Agreement, the Notes and this Indenture pursuant to a supplemental indenture in
a form reasonably satisfactory to the Trustee, (3) immediately after such
transaction no Default or Event of Default exists, and (4) except in the case of
a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the
Company, the Company or the Person formed by or surviving any such consolidation
or merger (if other than the Company), or to which such sale, assignment,
transfer, conveyance or other disposition shall have been made will, immediately
after 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 four-quarter period, be permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Debt to Consolidated Cash Flow Ratio
test set forth in the first paragraph of Section 4.09 hereof.

                                       47
<PAGE>

         In addition, the Company may 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 will not apply to a sale,
assignment, transfer, conveyance or other disposition of assets between or among
the Company and its Restricted Subsidiaries.

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, assignment,
transfer, conveyance or other disposition of all of the Company's assets that
meets the requirements of Section 5.01 hereof.

                                  ARTICLE 6.
                             DEFAULTS AND REMEDIES

Section 6.01.  Events of Default.

         An "Event of Default" occurs if:

         (a)   the Issuers default in the payment when due of interest on, or
Special Interest with respect to, the Notes and such default continues for a
period of 30 days;

         (b)   the Issuers default in the 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;

         (c)   the Company or any of its Subsidiaries fails to comply for 30
days after notice with any of the provisions of Section 4.07 or 4.09, or to
comply with any of the provisions of Section 4.10, 4.15 or 5.01 hereof;

         (d)   the Company or any of its Restricted Subsidiaries fails to
observe or perform any other covenant, representation, warranty or other
agreement in this Indenture or the Notes for 45 days after notice to the Company
by the Trustee or the Holders of at least 25% in aggregate principal amount of
the Notes (including Additional Notes, if any) then outstanding voting as a
single class;

         (e)   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 or premium, if any, or interest on such
Indebtedness prior to the expiration of the grace period provided in such
Indebtedness on the date of such default (a "Payment Default") or (b) results in
the acceleration of such Indebtedness prior to its express maturity, and, in
each case, the principal amount of any such Indebtedness, together

                                       48
<PAGE>

with the principal amount of any other such Indebtedness under which there has
been a Payment Default or the maturity of which has been so accelerated,
aggregates $10.0 million or more;

         (f)   the Company or any of its Restricted Subsidiaries fails to pay a
final judgment or final judgments for the payment of money entered by a court or
courts of competent jurisdiction against the Company or any of its Significant
Subsidiaries or any group of Subsidiaries that, taken as a whole, would
constitute a Significant Subsidiary and such judgment or judgments remain
unpaid, undischarged or not stayed for a period (during which execution shall
not be effectively stayed) of 60 days, provided that the aggregate of all such
undischarged judgments exceeds $10 million;

         (g)   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,

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

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

         (h)   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.

Section 6.02.  Acceleration.

         If any Event of Default (other than an Event of Default specified in
clause (g) or (h) of Section 6.01 hereof with respect to the Company, any
Significant Subsidiary or any group of Restricted 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 (g) or
(h) of Section 6.01 hereof occurs with respect to the Company, any of its
Significant Subsidiaries or any

                                       49
<PAGE>

group of Restricted 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. 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 the Company and the Trustee,
may rescind and annul such declaration and its consequences if (a) the Company
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.

         If an Event of Default occurs on or after March 1, 2005 by reason of
any willful action (or inaction) taken (or not taken) by or on behalf of the
Company with the intention of avoiding payment of the premium that the Company
would have had to pay if the Company then had elected to redeem the Notes
pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an
equivalent premium shall also become and be immediately due and payable, to the
extent permitted by law, anything in this Indenture or in the Notes to the
contrary notwithstanding. If an Event of Default occurs prior to March 1, 2005
by reason of any willful action (or inaction) taken (or not taken) by or on
behalf of the Company with the intention of avoiding the prohibition on
redemption of the Notes prior to such date, then, upon acceleration of the
Notes, an additional premium shall also become and be immediately due and
payable in an amount, for each of the years beginning on March 1 of the years
set forth below, as set forth below (expressed as a percentage of the principal
amount of the Notes on the date of payment that would otherwise be due but for
the provisions of this sentence):

         Year                                                 Percentage
         ----                                                 ----------
         2000                                                   113.250%
         2001                                                   111.925%
         2002                                                   110.600%
         2003                                                   109.275%
         2004                                                   107.950%

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.

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<PAGE>

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 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).
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.

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.

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<PAGE>

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 Issuers 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 Issuers
(or any other obligor upon the Notes), their creditors or their 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 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 or property 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 Issuers 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.

                                       52
<PAGE>

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.

                                  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

                                       53
<PAGE>

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 Issuers.
Money held in trust by the Trustee need not be segregated from other funds
except to the extent required by law.

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 Issuers shall be sufficient if
signed by an Officer of the Issuers.

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

Section 7.03.  Individual Rights of Trustee.

          The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Issuers or any
Affiliate of the Issuers 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 Issuers' use of the proceeds from the Notes or any money
paid to the Issuers or upon the Issuers' 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

                                       54
<PAGE>

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 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,
interest, or Special Interest, if any, on any Note, the Trustee may withhold the
notice if and so long as a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of the Holders of the
Notes.

Section 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 (S) 313(a) (but if no event described in
TIA (S) 313(a) has occurred within the twelve months preceding the reporting
date, no report need be transmitted). The Trustee also shall comply with TIA (S)
313(b)(2). The Trustee shall also transmit by mail all reports as required by
TIA (S) 313(c).

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

Section 7.07.  Compensation and Indemnity.

          The Issuers 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 Issuers 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 Issuers 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 Issuers (including
this Section 7.07) and defending itself against any claim (whether asserted by
the Issuers 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 Issuers promptly of any
claim for which it may seek indemnity. Failure by the Trustee to so notify the
Issuers shall not relieve the Issuers of their obligations hereunder. The
Issuers shall defend the claim and the Trustee shall cooperate in the defense.
The Trustee may have separate counsel and the Issuers shall pay the reasonable
fees and expenses of such counsel. The Issuers need not pay for any settlement
made without its consent, which consent shall not be unreasonably withheld.

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

                                       55
<PAGE>

         To secure the Issuers' 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(g) or (h) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

         The Trustee shall comply with the provisions of TIA (S) 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 Issuers. The Holders of a majority
in principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and the Issuers in writing. The Issuers may remove the
Trustee if:

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

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

         (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 Issuers 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 Issuers.

         If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Issuers, 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 Issuers. 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

                                       56
<PAGE>

replacement of the Trustee pursuant to this Section 7.08, the Issuers'
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
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal 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 (S) 310(a)(1), (2) and (5). The Trustee is subject to TIA
(S) 310(b).

Section 7.11.  Preferential Collection of Claims Against the Issuers.

         The Trustee is subject to TIA (S) 311(a), excluding any creditor
relationship listed in TIA (S) 311(b). A Trustee who has resigned or been
removed shall be subject to TIA (S) 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 Issuers may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, 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 Eight.

Section 8.02.  Legal Defeasance and Discharge.

         Upon the Issuers' exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Issuers shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes on the
date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Issuers 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 to have satisfied all its other
obligations under such Notes and this Indenture (and the Trustee, on demand of
and at the expense of the Issuers, 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 and Special Interest on such
Notes when such payments are due, (b) the Issuers' obligations with respect to
such Notes under Article 2 and Section 4.02 hereof, (c) the rights, powers,

                                       57
<PAGE>

trusts, duties and immunities of the Trustee hereunder and the Issuers'
obligations in connection therewith and (d) this Article Eight. Subject to
compliance with this Article Eight, the Issuers 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 Issuers' exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Issuers shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from its
obligations under the covenants contained in Sections 4.07, 4.08, 4.09, 4.10,
4.11, 4.12, 4.15, 4.16, 4.17, 4.18, and 4.19 hereof and Section 5.01 hereof with
respect to the outstanding Notes 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 shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes, the Issuers 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 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:

         (a)   the Issuers must irrevocably deposit with the Trustee, in trust,
for the benefit of the Holders of the Notes, 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, if any, 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 Issuers must 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 Issuers
shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that (A) the Issuers have
received from, or there has been published by, the Internal Revenue Service a
ruling or (B) since the date hereof, 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 Issuers
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

                                       58
<PAGE>

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 either 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
Eight concurrently with such incurrence), or insofar as Sections 6.01(g) or
6.01(h) hereof is concerned, at any time in the period ending on the 91st day
after the date of deposit;

          (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
Restricted Subsidiaries is a party or by which the Company or any of its
Restricted Subsidiaries is bound;

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

          (h)  the Issuers 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 Issuers 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 Issuers 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 Eight to the contrary notwithstanding, the
Trustee shall deliver or pay to the Issuers from time to time upon the request
of the Issuers 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

                                       59
<PAGE>

that would then be required to be deposited to effect an equivalent Legal
Defeasance or Covenant Defeasance.

Section 8.06.  Repayment to Issuers.

          Any money deposited with the Trustee or any Paying Agent, or then held
by the Issuers, 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 Issuers on their request or (if then held by the Issuers) shall be
discharged from such trust; and the Holder of such Note shall thereafter look
only to the Issuers for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Issuers 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 Issuers 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 Issuers.

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 Issuers' 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 Issuers make any
payment of principal of, premium, if any, interest, or Special Interest, if any,
on any Note following the reinstatement of its obligations, the Issuers 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 Issuers and the
Trustee may amend or supplement this Indenture 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 obligations to the
Holders of the Notes by a successor to the Company pursuant to Article 5 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;

                                       60
<PAGE>

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

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

          Upon the request of the Issuers accompanied by a resolution of the
respective 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 Issuers 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 Issuers and the
Trustee may amend or supplement this Indenture (including Section 3.09, 4.10 and
4.15 hereof) 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, interest, or Special Interest, if any, on the
Notes, except a payment default resulting from an acceleration that has been
rescinded) or compliance with any provision of this Indenture 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). Section 2.08 hereof shall
determine which Notes are considered to be "outstanding" for purposes of this
Section 9.02.

          Upon the request of the Issuers accompanied by a resolution of the
respective 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 Issuers 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 Issuers shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Issuers 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
particular instance by the Issuers 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):

                                       61
<PAGE>

          (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 4.10 and 4.15 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, 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 premium, if any, or interest 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 4.10 and 4.15 hereof); or

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

          In addition, any amendment to, or waiver of, the provisions of this
Indenture relating to subordination that adversely affects the rights of the
Holders of the Notes will require the consent of the Holders of at least 75% in
aggregate principal amount of Notes then outstanding.

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 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 Issuers in
exchange for all Notes may issue and the Trustee shall,

                                       62
<PAGE>

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 Nine if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
The Issuers 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 12.04 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.

                             INTENTIONALLY DELETED

                                  ARTICLE 11.
                          SATISFACTION AND DISCHARGE

Section 11.01. 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 mailing
               of a notice of redemption or otherwise or will become due and
               payable within one year and the Issuers have 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 Issuers
          are a party or by which the Issuers are bound;

                                       63
<PAGE>

(3)       the Company 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 11.02 and Section 8.06
shall survive.

Section 11.02. Application of Trust Money.

          Subject to the provisions of Section 8.06, all money and property
deposited with the Trustee pursuant to Section 11.01 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 Issuers acting as their own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any), interest, and Special Interest, if any, for whose payment such money and
property has been deposited with the Trustee; but such money and property 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
Issuers' obligations under this Indenture and the Notes shall be revived and
reinstated as though no deposit had occurred pursuant to Section 11.01; provided
that if the Issuers have made any payment of principal of, premium, if any,
interest, or Special Interest, if any, on any Notes because of the reinstatement
of its obligations, the Issuers shall be subrogated to the rights of the Holders
of such Notes to receive such payment from the money or Government Securities
held by the Trustee or Paying Agent.

                                  ARTICLE 12.
                                 MISCELLANEOUS

Section 12.01. Trust Indenture Act Controls.

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

Section 12.02. Notices.

          Any notice or communication by the Issuers 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:

                                       64
<PAGE>

          If to the Issuers:

          Madison River Capital, LLC
          Madison River Finance Corp.
          c/o Madison River Telephone Company, LLC
          103 South Fifth Street
          Mebane, NC 27302
          Telecopier No.: (919) 563-4993
          Attention: Paul H. Sunu

          With a copy to:
          Skadden, Arps, Slate, Meagher & Flom
          333 W. Wacker Dr.
          Suite 2100
          Chicago, IL 60606
          Telecopier No.: (312) 407-0411
          Attention: Gary P. Cullen, Esq.

          If to the Trustee:
          Norwest Bank Minnesota, National Association
          Sixth and Marquette N9303-120
          Minneapolis, MN 55479
          Telecopier No.: (612) 667-9825
          Attention: Corporate Trust Services

          The Issuers 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.

          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 (S) 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 Issuers mail a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.

Section 12.03. Communication by Holders of Notes with Other Holders of Notes.

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

                                       65
<PAGE>

Section 12.04. Certificate and Opinion as to Conditions Precedent.

          Upon any request or application by the Issuers to the Trustee to take
any action under this Indenture, the Issuers 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 12.05 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 12.05 hereof) stating that, in the opinion of such counsel, all such
conditions precedent and covenants have been satisfied.

Section 12.05. 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 (S) 314(a)(4)) shall comply with the provisions of TIA
(S) 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

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

Section 12.06. 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 12.07. No Personal Liability of Directors, Officers, Employees and
               Stockholders.

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

Section 12.08. Governing Law.

          THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE

                                       66
<PAGE>

PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 12.09. No Adverse Interpretation of Other Agreements.

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

Section 12.10. Successors.

          All agreements of the Issuers in this Indenture and the Notes shall
bind its successors. All agreements of the Trustee in this Indenture shall bind
its successors.

Section 12.11. 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 12.12. 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.

Section 12.13. 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]

                                       67
<PAGE>

                                  SIGNATURES


Dated as of February 17, 2000

                                        Madison River Capital, LLC


                                        By: /s/ J. Stephen Vanderwoude
                                           --------------------------------
                                           Name:   J. Stephen Vanderwoude
                                           Title:  Chief Executive Officer


Attest:


___________________________
Name:______________________
Title:_____________________


                                        MADISON RIVER FINANCE CORP.


                                        By: /s/ Paul H. Sunu
                                           --------------------------------
                                           Name:   Paul H. Sunu
                                           Title:  Secretary & Treasurer


Attest:


___________________________
Name:______________________
Title:_____________________


                                        NORWEST BANK MINNESOTA,
                                        NATIONAL ASSOCIATION



                                        By: /s/ Timothy P. Mowdy
                                           --------------------------------
                                           Name:   Timothy P. Mowdy
                                           Title:  Corporate Trust Officer


Attest:


___________________________
Authorized Signatory
Date:


                           Indenture Signature Page

<PAGE>

                                                                      EXHIBIT A1


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


                                                            CUSIP/CINS 558212AA4

                    13 1/4% Series A Senior Notes due 2010

No. 1                                                            $200,000,000.00

                          MADISON RIVER CAPITAL, LLC
                          MADISON RIVER FINANCE CORP.

promises to pay to CEDE & CO.

or registered assigns,

the principal sum of TWO HUNDRED MILLION

Dollars on March 1, 2010.

Interest Payment Dates:  March 1 and September 1

Record Dates:  February 15 and August 15

Dated:  February 17, 2000

                                                  MADISON RIVER CAPITAL, LLC


                                                  By: __________________________

                                                      Name:
                                                      Title


This is one of the Notes referred to              MADISON RIVER FINANCE CORP.
in the within-mentioned Indenture:

NORWEST BANK MINNESOTA,                           By: __________________________
NATIONAL ASSOCIATION
as Trustee                                            Name:
                                                      Title
By: ________________________

      Authorized Signatory


                                                                          (SEAL)
--------------------------------------------------------------------------------

                                     A1-1
<PAGE>

                                [Back of Note]
                    13 1/4% Series A Senior Notes due 2010

"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 THE ISSUERS."

"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 (1) TO A PERSON WHO THE 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) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE) AND (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN
EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF
THE UNITED STATES."

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

          1.  INTEREST. Madison River Capital, LLC, a Delaware limited liability
company (the "Company") and Madison River Finance Corp., a Delaware corporation
("Madison River Finance" and, together with the Company, the "Issuers"),
promises to pay interest on the principal amount of this Note at 13 1/4% per
annum from February 17, 2000 until maturity and shall pay the Special Interest
payable pursuant to Section 2 of the Registration Rights Agreement referred to
below. The Issuers 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 Issuers 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.

                                     A1-2
<PAGE>

     2.   Method of Payment. The Issuers 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 Paying Agent and Registrar maintained for such
purpose within or without the City and State of New York, or, at the option of
the Issuers, 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 the Holders of which shall
have provided wire transfer instructions to the Issuers 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, Norwest Bank Minnesota,
National Association, the Trustee under the Indenture, will act as Paying Agent
and Registrar. The Issuers may change any Paying Agent or Registrar without
notice to any Holder. Either Issuer or any of its Subsidiaries may act in any
such capacity.

     4.   Indenture. The Issuers issued the Notes under an Indenture dated as of
February 17, 2000 ("Indenture") between the Issuers and the Trustee. The terms
of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code ss.ss. 77aaa-77bbbb). The 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 Issuers limited to $350.0 million in aggregate
principal amount of which $200.0 million are Initial Notes and up to $150.0
million may be issued as Additional Notes.

     5.   Optional Redemption.

     (a)  Except as set forth in subparagraph (b) of this Paragraph 5, the
Issuers shall not have the option to redeem the Notes pursuant to this Paragraph
5 prior to March 1, 2005. Thereafter, the Issuers shall have the option to
redeem the Notes, in whole or in part, upon not 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
thereon, if any, to the applicable redemption date, if redeemed during the
twelve-month period beginning on March 1 of the years indicated below:

     Year                                                      Percentage
     ----                                                      ----------
     2005................................................       106.625%
     2006................................................       104.417%
     2007................................................       102.208%
     2008 and thereafter.................................       100.000%

     (b)  Notwithstanding the provisions of subparagraph (a) of this Paragraph
5, at any time prior to March 1, 2003, the Issuers may on any one or more
occasions redeem up to 35% of the aggregate principal amount of Notes originally
issued under the Indenture with the net 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 Investment in, the Company's direct parent at a

                                     A1-3
<PAGE>

redemption price equal to 113.250% of the principal amount thereof plus accrued
and unpaid interest and Special Interest thereon, if any, to the redemption
date; provided that (1) at least 65% in aggregate principal amount of the Notes
remains outstanding immediately after the occurrence of such redemption,
excluding Notes held by the Company and its Subsidiaries and (2) that such
redemption occurs within 60 days of the date of the closing of such Public
Equity Offering or Strategic Equity Investment.

     6.   Mandatory Redemption.

     Except as set forth in paragraph 7 below, the Issuers shall not be required
to make mandatory redemption or sinking fund payments with respect to the Notes.

     7.   Repurchase at Option of Holder.

     (a)  If there is a Change of Control, the Issuers 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 of the Notes repurchased
plus accrued and unpaid interest and Special Interest thereon, if any, to the
date of purchase or, in the case of repurchases of Notes prior to the full
Accretion Date, at a purchase price equal to 101% of the aggregate principal
amount of Notes repurchased plus accrued and unpaid interest and Special
Interest thereon, if any, to such date of repurchase (in either case, the
"Change of Control Payment"). Within 30 days following any Change of Control,
the Issuers 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 Business Days of each date on which the aggregate amount of Excess Proceeds
exceeds $10 million, the Issuers 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 Interests thereon, if any, to the date of purchase, 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 any purpose not otherwise prohibited by the
Indenture. If the aggregate principal amount of Notes surrendered by Holders
thereof and such other pari passi indebtedness tendered exceeds the amount of
Excess Proceeds, the Trustee shall select the Notes and such other pari passi
indebtedness 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
Issuers 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.   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
Issuers may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Issuers need not exchange or register the
transfer of any Note or portion of a Note selected for

                                     A1-4
<PAGE>

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.

     10.  Persons Deemed Owners. The registered Holder of a Note may be treated
as its owner for all purposes.

     11.  Amendment, Supplement and Waiver. Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount of the 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 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 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 Issuers' 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, or to
provide for the Issuance of Additional Notes in accordance with the limitations
set forth in the Indenture.

     12.  Defaults and Remedies. Events of Default include: (i) default for 30
days in the payment when due of interest or Special Interests on the Notes; (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, (iii) failure by the Company
to comply for 30 days after notice with Section 4.07 or 4.09, or to comply with
Sections 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company for 45
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; (v) 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; (vi) certain final judgments for the
payment of money that remain undischarged for a period of 60 days; and (vii)
certain events of bankruptcy or insolvency with respect to the Company or any of
its Restricted Subsidiaries. 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, Special Interest, if any, or the principal of, the
Notes. The Issuers are required to deliver to the Trustee annually a statement
regarding compliance with the Indenture, and the Issuers are 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.

                                     A1-5
<PAGE>

     13.  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 Issuers or their Affiliates, and may otherwise deal with the Issuers or
their Affiliates, as if it were not the Trustee.

     14.  No Recourse Against Others. A director, officer, employee,
incorporator or stockholder, of the Issuers, as such, shall not have any
liability for any obligations of the Issuers 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.

     15.  Authentication. This Note shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent.

     16.  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).

     17.  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 Registration Rights Agreement
dated as of February 17, 2000, between the Issuers and the parties named on the
signature pages thereof (the "Registration Rights Agreement").

     18.  Cusip Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Issuers have 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 Issuers 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:

Madison River Capital, LLC
Madison River Finance Corp.
c/o Madison River Telephone Company, LLC
103 South Fifth Street
Mebane, NC 27302
Attention: General Counsel

                                     A1-6
<PAGE>

                                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 Issuers. 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>

                      OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Issuers
pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box
below:

                        Section 4.10      Section 4.15

         If you want to elect to have only part of the Note purchased by the
Issuers pursuant to Section 4.10 or Section 4.15 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>

             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
                          Amount of decrease in   Amount of increase in    [at maturity] of this
                            Principal Amount        Principal Amount       Global Note following   Signature of authorized
                            [at maturity] of        [at maturity] of          such decrease         officer of Trustee or
    Date of Exchange        this Global Note        this Global Note           (or increase)            Note Custodian
    ----------------        ----------------        ----------------           -------------            --------------
<S>                       <C>                     <C>                       <C>                     <C>
</TABLE>

                                     A1-9
<PAGE>

                                                                      EXHIBIT A2


                 [Face of Regulation S Temporary Global Note]
--------------------------------------------------------------------------------



                                                            CUSIP/CINS U55624AA5


                    13 1/4% Series A Senior Notes due 2010

No. 1                                                                 $



                          MADISON RIVER CAPITAL, LLC
                          MADISON RIVER FINANCE CORP.

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

Dated:  February 17, 2000
                                        MADISON RIVER CAPITAL, LLC


                                        By: __________________________

                                            Name:
                                            Title


This is one of the Notes referred to    MADISON RIVER FINANCE CORP.
in the within-mentioned Indenture:

NORWEST BANK MINNESOTA,                 By: __________________________
NATIONAL ASSOCIATION
as Trustee                                  Name:
                                            Title
By:  ________________________

       Authorized Signatory


                                                                          (SEAL)
--------------------------------------------------------------------------------

                                     A2-1
<PAGE>

                 [Back of Regulation S Temporary Global Note]
                    13 1/4% Series A Senior 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 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 (1) TO A PERSON WHO THE 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) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE) AND (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN
EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF
THE UNITED STATES.

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

         1.  Interest. Madison River Capital, LLC, a Delaware limited liability
company (the "Company") and Madison River Finance Corp., a Delaware corporation
("Madison River Finance" and, together with the Company, the "Issuers"),
promises to pay interest on the principal amount of this Note at 13 1/4% per
annum from February 17, 2000 until maturity and shall pay the Special Interest
payable pursuant to Section 2 of the Registration Rights Agreement referred to
below. The Issuers 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").

                                     A2-2
<PAGE>

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 Issuers 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.

         Until this Regulation S Temporary Global Note is exchanged for one or
more Regulation S Permanent Global Notes, the Holder hereof shall not be
entitled to receive payments of interest hereon; until so exchanged in full,
this Regulation S Temporary Global Note shall in all other respects be entitled
to the same benefits as other Senior Notes under the Indenture.

         2.  Method of Payment. The Issuers 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 Paying Agent and
Registrar maintained for such purpose within or without the City and State of
New York, or, at the option of the Issuers, 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
the Holders of which shall have provided wire transfer instructions to the
Issuers 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, Norwest Bank Minnesota,
National Association, the Trustee under the Indenture, will act as Paying Agent
and Registrar. The Issuers may change any Paying Agent or Registrar without
notice to any Holder. Either Issuer or any of its Subsidiaries may act in any
such capacity.

         4.  Indenture. The Issuers issued the Notes under an Indenture dated as
of February 17, 2000 ("Indenture") between the Issuers 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 (S)(S) 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 Issuers limited to $350.0 million
in aggregate principal amount of which $200.0 million are Initial Notes and up
to $150.0 million may be issued as Additional Notes.

         5.  Optional Redemption.

         (a) Except as set forth in subparagraph (b) of this Paragraph 5, the
Issuers shall not have the option to redeem the Notes pursuant to this Paragraph
5 prior to March 1, 2005. Thereafter, the Issuers shall have the option to
redeem the Notes, in whole or in part, upon not less than 30 nor more than 60

                                     A2-3
<PAGE>

days' notice, at the redemption prices (expressed as percentages of principal
amount) set forth below plus accrued and unpaid interest and Special Interest
thereon, if any, 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..................................................      106.625%
     2006..................................................      104.417%
     2007..................................................      102.208%
     2008 and thereafter...................................      100.000%
</TABLE>

     (b)  Notwithstanding the provisions of subparagraph (a) of this Paragraph
5, at any time prior to March 1, 2003, the Issuers may on any one or more
occasions redeem up to 35% of the aggregate principal amount of Notes originally
issued under the Indenture with the net 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 Investment in, the Company's direct parent at a redemption
price equal to 113.250% of the principal amount thereof plus accrued and unpaid
interest and Special Interest thereon, if any, to the redemption date; provided
that (1) at least 65% in aggregate principal amount of the Notes remains
outstanding immediately after the occurrence of such redemption, excluding Notes
held by the Company and its Subsidiaries and (2) that such redemption occurs
within 60 days of the date of the closing of such Public Equity Offering or
Strategic Equity Investment.

     6.   MANDATORY REDEMPTION.

     Except as set forth in paragraph 7 below, the Issuers shall not be required
to make mandatory redemption or sinking fund payments with respect to the Notes.

     7.   REPURCHASE AT OPTION OF HOLDER.

     (a)  If there is a Change of Control, the Issuers 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 of the Notes repurchased
plus accrued and unpaid interest and Special Interest thereon, if any, to the
date of purchase or, in the case of repurchases of Notes prior to the full
Accretion Date, at a purchase price equal to 101% of the aggregate principal
amount of Notes repurchased plus accrued and unpaid interest and Special
Interest thereon, if any, to such date of repurchase (in either case, the
"Change of Control Payment"). Within 30 days following any Change of Control,
the Issuers 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 Business Days of each date on which the aggregate amount of Excess Proceeds
exceeds $10 million, the Issuers 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 Interests thereon, if any, to the date of purchase, 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 any purpose not otherwise prohibited by the
Indenture. If the aggregate principal amount of Notes surrendered by Holders
thereof and such other pari passi indebtedness tendered exceeds the amount of
Excess Proceeds, the Trustee shall select the Notes and such other pari passi
indebtedness to be purchased on a pro rata basis.

                                     A2-4
<PAGE>

Holders of Notes that are the subject of an offer to purchase will receive an
Asset Sale Offer from the Issuers 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.   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
Issuers may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Issuers 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.

     10.  PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated
as its owner for all purposes.

     11.  AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount of the 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 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 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 Issuers' 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, or to
provide for the Issuance of Additional Notes in accordance with the limitations
set forth in the Indenture.

     12.  DEFAULTS AND REMEDIES. Events of Default include: (i) default for 30
days in the payment when due of interest or Special Interests on the Notes; (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, (iii) failure by the Company
to comply for 30 days after notice with Section 4.07 or 4.09, or to comply with
Sections 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company for 45
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;

                                     A2-5
<PAGE>

(v) 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; (vi) certain final judgments for the payment of money that
remain undischarged for a period of 60 days; and (vii) certain events of
bankruptcy or insolvency with respect to the Company or any of its Restricted
Subsidiaries. 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,
Special Interest, if any, or the principal of, the Notes. The Issuers are
required to deliver to the Trustee annually a statement regarding compliance
with the Indenture, and the Issuers are 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.

     13.  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 Issuers or their Affiliates, and may otherwise deal with the Issuers or
their Affiliates, as if it were not the Trustee.

     14.  NO RECOURSE AGAINST OTHERS. A director, officer, employee,
incorporator or stockholder, of the Issuers, as such, shall not have any
liability for any obligations of the Issuers 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.

     15.  AUTHENTICATION. This Note shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent.

     16.  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).

     17.  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 Registration Rights Agreement
dated as of February 17, 2000, between the Issuers and the parties named on the
signature pages thereof (the "Registration Rights Agreement").

     18.  CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Issuers have 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

                                     A2-6
<PAGE>

in any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.

     The Issuers 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:

Madison River Capital, LLC
Madison River Finance Corp.
c/o Madison River Telephone Company, LLC
103 South Fifth Street
Mebane, NC  27302
Attention:  General Counsel

                                     A2-7
<PAGE>

                                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 Issuers. 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>

                      OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Note purchased by the Issuers pursuant to
Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

                    Section 4.10                  Section 4.15

     If you want to elect to have only part of the Note purchased by the Issuers
pursuant to Section 4.10 or Section 4.15 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>

          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
                           Amount of decrease in    Amount of increase in     [at maturity] of this
                             Principal Amount         Principal Amount        Global Note following       Signature of authorized
                             [at maturity] of         [at maturity] of            such decrease            officer of Trustee or
    Date of Exchange         this Global Note         this Global Note            (or increase)                Note Custodian
    ----------------         ----------------         ----------------             -----------                 --------------
    <S>                    <C>                      <C>                       <C>                         <C>
</TABLE>

                                     A2-10
<PAGE>

                                                                       EXHIBIT B

                        FORM OF CERTIFICATE OF TRANSFER

Madison River Capital, LLC
Madison River Finance Corp.
c/o Madison River Telephone Company, LLC
103 South Fifth Street
Mebane, NC  27302

Norwest Bank Minnesota, National Association
Sixth and Marquette N9303-120
Minneapolis, MN  55479

     Re:  13 1/4% Senior Notes Due 2010
          -----------------------------

     Reference is hereby made to the Indenture, dated as of February 17, 2000
(the "Indenture"), between Madison River Capital, LLC, (the "Company"), an
Madison River Finance Corp. ("Madison River Finance" and, together with the
Company, the "Issuers") and Norwest Bank Minnesota, 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 Anne
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 acting on its behalf knows
that the transaction was prearranged with a buyer in

                                      B-1
<PAGE>

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 a
          Securities Act;

                                      or

               (b)  [_]  such Transfer is being effected to the Company or

                                      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 i supported by (1) a
          certificate executed by the Transferee in the for of Exhibit D to the
          Indenture and (2) [if such Transfer is in respec of a principal amount
          of Notes at the time of transfer of less than $250,000,] an Opinion of
          Counsel provided by the Transferor or the Transferee (a copy of which
          the Transferor has attached to this certification), to the effect that
          such Transfer is in compliance with the Securities Act. Upon
          consummation of the proposed transfer in accordance with the terms of
          the Indenture, the transferred beneficial interest or Definitive Note
          will be subject to the restrictions on transfer enumerated in the
          Private Placement Legend printed on the IAI Global Note and/or the
          Definitive Notes and in th Indenture and the Securities Act.

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

                                      B-2
<PAGE>

          (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
Privat 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 th 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 th Securities Act and in compliance with the transfer restrictions
contained in th Indenture and any applicable blue sky securities laws of any
state of the Unite 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 o 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 Unite
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>

                      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>

                                                                       EXHIBIT C


                        FORM OF CERTIFICATE OF EXCHANGE

Madison River Capital, LLC
Madison River Finance Corp.
c/o Madison River Telephone Company, LLC
103 South Fifth Street
Mebane, NC  27302

Norwest Bank Minnesota, National Association
Sixth and Marquette N9303-120
Minneapolis, MN  55479

     Re:  13  1/4% Senior Notes Due 2010
          ------------------------------

                             (CUSIP ____________)

     Reference is hereby made to the Indenture, dated as of February 17, 2000
(the "Indenture"), between Madison River Capital, LLC, (the "Company"), and
Madison River Finance Corp. ("Madison River Finance" and, together with the
Company, the "Issuers") and Norwest Bank Minnesota, 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>

                                                                       EXHIBIT C

     (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>

                                                                       EXHIBIT C

     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>

                                                                       EXHIBIT D

                           FORM OF CERTIFICATE FROM

                  ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Madison River Capital, LLC
Madison River Finance Corp.
c/o Madison River Telephone Company, LLC
103 South Fifth Street
Mebane, NC  27302

Norwest Bank Minnesota, National Association
Sixth and Marquette N9303-120
Minneapolis, MN  55479

     Re:  13 1/4% Senior Notes Due 2010
          -----------------------------

     Reference is hereby made to the Indenture, dated as of February 17, 2000
(the "Indenture"), between Madison River Capital, LLC, (the "Company"), and
Madison River Finance Corp. ("Madison River Finance" and, together with the
Company, the "Issuers") and Norwest Bank Minnesota, 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 [, if such transfer is in respect
of a principal amount of Notes, at the time of transfer of less than $250,000,]
an Opinion of Counsel in form reasonably acceptable to the Company to the effect
that such transfer is in compliance with the Securities Act, (D) outside the
United States in accordance with Rule 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

                                      D-1
<PAGE>

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

     3.   We understand that, on any proposed resale of the Notes or beneficial
interest therein, we will be required to furnish to you and the 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>

                                                                       EXHIBIT E

                        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 [Madison River Capital, LLC] [Madison River Finance Corp.] (or its
permitted successor), a Delaware [limited liability company] [corporation] (the
"Company"), the Company, the other Guarantors (as defined in the Indenture
referred to herein) and Norwest Bank Minnesota, 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 and [Madison River Finance Corp.] [Madison River
Capital, LLC] has heretofore executed and delivered to the Trustee an indenture
(the "Indenture"), dated as of February 17, 2000 providing for the issuance of
an aggregate principal amount of up to $350,000,000 of 13  1/4% Senior 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

                                      E-1
<PAGE>

          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.

          (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 10.02 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 10 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.

                                      E-2
<PAGE>

     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.

     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 10.04 and 10.05 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 10.05 of
     Article 10 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 [Restricted] 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

                                      E-3
<PAGE>

     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.

          (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 10 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.

                                      E-4
<PAGE>

     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:

                                        [MADISON RIVER CAPITAL, LLC]
                                        [MADISON RIVER FINANCE CORP.]

                                        By:  _______________________________
                                        Name:
                                        Title:

                                        NORWEST BANK MINNESOTA, NATIONAL
                                        ASSOCIATION,
                                         as Trustee

                                        By:  _______________________________
                                             Authorized Signatory

                                      E-5
<PAGE>

                                  Schedule I

                            SCHEDULE OF GUARANTORS

     The following schedule lists each Guarantor under the Indenture as of the
Issue Date:

                                      E-6