<PAGE>


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                        NEXTLINK COMMUNICATIONS, INC.

                                      TO

                         U.S. TRUST COMPANY OF TEXAS

                                    TRUSTEE





                                  Indenture

                           Dated as of June 1, 1999







                                $588,926,000


                          12 1/4% SENIOR DISCOUNT NOTES
                                   DUE 2009


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<PAGE>


                         NEXTLINK COMMUNICATIONS, INC.

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

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

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

                                       i

<PAGE>

           (a)(1)(B). . . . . . . . . . . . . . . . . . . . .    512
           (a)(1)(B). . . . . . . . . . . . . . . . . . . . .    513
           (a)(2) . . . . . . . . . . . . . . . . . . . . . .    Not Applicable
           (b). . . . . . . . . . . . . . . . . . . . . . . .    508
           (c). . . . . . . . . . . . . . . . . . . . . . . .    104
Section 317(a)(1) . . . . . . . . . . . . . . . . . . . . . .    503
           (a)(2) . . . . . . . . . . . . . . . . . . . . . .    504
           (b). . . . . . . . . . . . . . . . . . . . . . . .    1003
Section 318(a). . . . . . . . . . . . . . . . . . . . . . . .    107

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

                                       ii

<PAGE>


                                  TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                           PAGE
<S>                                                                        <C>
RECITALS OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE ONEDefinitions and Other Provisionsof General Application


SECTION 101.   Definitions. . . . . . . . . . . . . . . . . . . . . . . . . 1
               Accreted Value . . . . . . . . . . . . . . . . . . . . . . . 2
               Acquired Debt. . . . . . . . . . . . . . . . . . . . . . . . 2
               Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
               Affiliate. . . . . . . . . . . . . . . . . . . . . . . . . . 3
               Agent Member . . . . . . . . . . . . . . . . . . . . . . . . 3
               Asset Disposition. . . . . . . . . . . . . . . . . . . . . . 3
               Attributable Value . . . . . . . . . . . . . . . . . . . . . 4
               Bank Credit Agreement. . . . . . . . . . . . . . . . . . . . 4
               Board of Directors . . . . . . . . . . . . . . . . . . . . . 4
               Board Resolution . . . . . . . . . . . . . . . . . . . . . . 4
               Business Day . . . . . . . . . . . . . . . . . . . . . . . . 5
               Capital Lease Obligation . . . . . . . . . . . . . . . . . . 5
               Capital Stock. . . . . . . . . . . . . . . . . . . . . . . . 5
               Change of Control. . . . . . . . . . . . . . . . . . . . . . 5
               Commission . . . . . . . . . . . . . . . . . . . . . . . . . 5
               Common Equity. . . . . . . . . . . . . . . . . . . . . . . . 5
               Company. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
               Company Request. . . . . . . . . . . . . . . . . . . . . . . 6
               Company Order. . . . . . . . . . . . . . . . . . . . . . . . 6
               Consolidated Capital Ratio . . . . . . . . . . . . . . . . . 6
               Consolidated Cash Flow Available forFixed Charges. . . . . . 6
               Consolidated Income Tax Expense. . . . . . . . . . . . . . . 7
               Consolidated Interest Expense. . . . . . . . . . . . . . . . 7
               Consolidated Net Income. . . . . . . . . . . . . . . . . . . 7
               Consolidated Net Worth . . . . . . . . . . . . . . . . . . . 8
               Consolidated Tangible Assets . . . . . . . . . . . . . . . . 8
               Corporate Trust Office . . . . . . . . . . . . . . . . . . . 8
               corporation. . . . . . . . . . . . . . . . . . . . . . . . . 9
               Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
               Default. . . . . . . . . . . . . . . . . . . . . . . . . . . 10
               Defaulted Interest . . . . . . . . . . . . . . . . . . . . . 10
               Depositary . . . . . . . . . . . . . . . . . . . . . . . . . 10
               Disqualified Stock . . . . . . . . . . . . . . . . . . . . . 10
               DTC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10


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

                                       iii

<PAGE>

               Eagle River. . . . . . . . . . . . . . . . . . . . . . . . . 11
               Eligible Institution . . . . . . . . . . . . . . . . . . . . 11
               Event of Default . . . . . . . . . . . . . . . . . . . . . . 11
               Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . 11
               Eligible Receivables . . . . . . . . . . . . . . . . . . . . 11
               Expiration Date. . . . . . . . . . . . . . . . . . . . . . . 11
               Global Security. . . . . . . . . . . . . . . . . . . . . . . 11
               Government Securities. . . . . . . . . . . . . . . . . . . . 11
               Guarantee. . . . . . . . . . . . . . . . . . . . . . . . . . 12
               Holder . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
               Incur. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
               Indenture. . . . . . . . . . . . . . . . . . . . . . . . . . 13
               Interest Payment Date. . . . . . . . . . . . . . . . . . . . 13
               Interest Rate or Currency ProtectionAgreement. . . . . . . . 13
               Investment . . . . . . . . . . . . . . . . . . . . . . . . . 13
               Issue Date . . . . . . . . . . . . . . . . . . . . . . . . . 13
               Joint Venture. . . . . . . . . . . . . . . . . . . . . . . . 13
               Lien . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
               Marketable Securities. . . . . . . . . . . . . . . . . . . . 14
               Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . 14
               Net Available Proceeds . . . . . . . . . . . . . . . . . . . 15
               Offer to Purchase. . . . . . . . . . . . . . . . . . . . . . 16
               Officers' Certificate. . . . . . . . . . . . . . . . . . . . 18
               Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . 19
               Outstanding. . . . . . . . . . . . . . . . . . . . . . . . . 19
               Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . 20
               Permitted Interest Rate or CurrencyProtection Agreement. . . 20
               Permitted Investment . . . . . . . . . . . . . . . . . . . . 20
               Permitted Liens. . . . . . . . . . . . . . . . . . . . . . . 21
               Person . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
               Predecessor Security . . . . . . . . . . . . . . . . . . . . 22
               Preferred Dividends. . . . . . . . . . . . . . . . . . . . . 22
               Preferred Stock. . . . . . . . . . . . . . . . . . . . . . . 22
               Purchase Date. . . . . . . . . . . . . . . . . . . . . . . . 22
               Purchase Money Debt. . . . . . . . . . . . . . . . . . . . . 22
               readily marketable cash equivalents. . . . . . . . . . . . . 23
               Receivables. . . . . . . . . . . . . . . . . . . . . . . . . 23
               Receivables Sale . . . . . . . . . . . . . . . . . . . . . . 23
               Redemption Date. . . . . . . . . . . . . . . . . . . . . . . 24
               Redemption Price . . . . . . . . . . . . . . . . . . . . . . 24
               Regular Record Date. . . . . . . . . . . . . . . . . . . . . 24
               Related Person . . . . . . . . . . . . . . . . . . . . . . . 24
               Responsible Officer. . . . . . . . . . . . . . . . . . . . . 24
               Restricted Subsidiary. . . . . . . . . . . . . . . . . . . . 24

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

                                       iv

<PAGE>

               Sale and Leaseback Transaction . . . . . . . . . . . . . . . 24
               SEC Reports. . . . . . . . . . . . . . . . . . . . . . . . . 25
               Securities . . . . . . . . . . . . . . . . . . . . . . . . . 25
               Securities Act . . . . . . . . . . . . . . . . . . . . . . . 25
               Security Register. . . . . . . . . . . . . . . . . . . . . . 25
               Security Registrar . . . . . . . . . . . . . . . . . . . . . 25
               Significant Subsidiary . . . . . . . . . . . . . . . . . . . 25
               Special Record Date. . . . . . . . . . . . . . . . . . . . . 25
               Stated Maturity. . . . . . . . . . . . . . . . . . . . . . . 25
               Subordinated Debt. . . . . . . . . . . . . . . . . . . . . . 25
               Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . 27
               Successor Security . . . . . . . . . . . . . . . . . . . . . 27
               Telecommunications Assets. . . . . . . . . . . . . . . . . . 27
               Telecommunications Business. . . . . . . . . . . . . . . . . 27
               Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . 27
               Trust Indenture Act. . . . . . . . . . . . . . . . . . . . . 28
               Unrestricted Subsidiary. . . . . . . . . . . . . . . . . . . 28
               Vendor Financing Facility. . . . . . . . . . . . . . . . . . 29
               Vice President . . . . . . . . . . . . . . . . . . . . . . . 29
               Voting Stock . . . . . . . . . . . . . . . . . . . . . . . . 29
               Wholly-Owned Restricted Subsidiary . . . . . . . . . . . . . 29

SECTION 102.   Compliance Certificates and Opinions . . . . . . . . . . . . 29
SECTION 103.   Form of Documents Delivered to Trustee . . . . . . . . . . . 30
SECTION 104.   Acts of Holders; Record Dates. . . . . . . . . . . . . . . . 31
SECTION 105.   Notices, Etc., to Trustee and Company. . . . . . . . . . . . 34
SECTION 106.   Notice to Holders; Waiver. . . . . . . . . . . . . . . . . . 34
SECTION 107.   Conflict with Trust Indenture Act. . . . . . . . . . . . . . 35
SECTION 108.   Effect of Headings and Table of Contents . . . . . . . . . . 36
SECTION 109.   Successors and Assigns . . . . . . . . . . . . . . . . . . . 36
SECTION 110.   Separability Clause. . . . . . . . . . . . . . . . . . . . . 36
SECTION 111.   Benefits of Indenture. . . . . . . . . . . . . . . . . . . . 36
SECTION 112.   Governing Law. . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 113.   Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . 36

                             ARTICLE TWOSecurity Forms


SECTION 201.   Forms Generally. . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 202.   Form of Face of Security . . . . . . . . . . . . . . . . . . 37
SECTION 203.   Form of Reverse of Security. . . . . . . . . . . . . . . . . 40
SECTION 204.   Additional Provisions Required inGlobal Security . . . . . . 45
SECTION 205.   Form of Trustee's Certificate ofAuthentication . . . . . . . 46

                            ARTICLE THREEThe Securities


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

                                       v

<PAGE>


SECTION 301.   Title and Terms. . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 302.   Denominations. . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 303.   Execution, Authentication, Deliveryand Dating. . . . . . . . 48
SECTION 304    Temporary Securities . . . . . . . . . . . . . . . . . . . . 49
SECTION 305.   Registration, Registration of Transferand Exchange . . . . . 49
SECTION 306.   Mutilated, Destroyed, Lost andStolen Securities. . . . . . . 52
SECTION 307.   Payment of Interest; Interest Rights Preserved . . . . . . . 53
SECTION 308.   Persons Deemed Owners. . . . . . . . . . . . . . . . . . . . 55
SECTION 309.   Cancellation . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 310.   Computation of Interest. . . . . . . . . . . . . . . . . . . 55
SECTION 311.   CUSIP Numbers. . . . . . . . . . . . . . . . . . . . . . . . 55

                       ARTICLE FOURSatisfaction and Discharge


SECTION 401.   Satisfaction and Discharge of Indenture. . . . . . . . . . . 56
SECTION 402.   Application of Trust Money . . . . . . . . . . . . . . . . . 57

                                ARTICLE FIVERemedies


SECTION 501.   Events of Default. . . . . . . . . . . . . . . . . . . . . . 58
SECTION 502.   Acceleration of Maturity; Rescissionand Annulment. . . . . . 60
SECTION 503.   Collection of Indebtedness and Suits for Enforcement
                 by Trustee . . . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 504.   Trustee May File Proofs of Claim . . . . . . . . . . . . . . 63
SECTION 505.   Trustee May Enforce Claims WithoutPossession of Securities . 64
SECTION 506.   Application of Money Collected . . . . . . . . . . . . . . . 64
SECTION 507.   Limitation on Suits. . . . . . . . . . . . . . . . . . . . . 64
SECTION 508.   Unconditional Right of Holders to Receive Principal,
                 Premium and Interest . . . . . . . . . . . . . . . . . . . 65
SECTION 509.   Restoration of Rights and Remedies . . . . . . . . . . . . . 66
SECTION 510.   Rights and Remedies Cumulative . . . . . . . . . . . . . . . 66
SECTION 511.   Delay or Omission Not Waiver . . . . . . . . . . . . . . . . 66
SECTION 512.   Control by Holders . . . . . . . . . . . . . . . . . . . . . 67
SECTION 513.   Waiver of Past Defaults. . . . . . . . . . . . . . . . . . . 67
SECTION 514.   Undertaking for Costs. . . . . . . . . . . . . . . . . . . . 68
SECTION 515.   Waiver of Stay or Extension Laws . . . . . . . . . . . . . . 68


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

                                       vi

<PAGE>


                               ARTICLE SIXThe Trustee


SECTION 601.   Certain Duties and Responsibilities. . . . . . . . . . . . . 69
SECTION 602.   Notice of Defaults . . . . . . . . . . . . . . . . . . . . . 69
SECTION 603.   Certain Rights of Trustee. . . . . . . . . . . . . . . . . . 69
SECTION 604.   Not Responsible for Recitals or Issuance of Securities . . . 71
SECTION 605.   May Hold Securities. . . . . . . . . . . . . . . . . . . . . 71
SECTION 606.   Money Held in Trust. . . . . . . . . . . . . . . . . . . . . 71
SECTION 607.   Compensation and Reimbursement . . . . . . . . . . . . . . . 72
SECTION 608.   Disqualification; Conflicting Interests. . . . . . . . . . . 73
SECTION 609.   Corporate Trustee Required; Eligibility. . . . . . . . . . . 73
SECTION 610.   Resignation and Removal; Appointmentof Successor . . . . . . 73
SECTION 611.   Acceptance of Appointment by Successor . . . . . . . . . . . 75
SECTION 612.   Merger, Conversion, Consolidationor Succession to Business . 76
SECTION 613.   Preferential Collection of Claims Againstthe Company . . . . 76
SECTION 614.   Appointment of Authenticating Agent. . . . . . . . . . . . . 76

         ARTICLE SEVENHolders' Lists and Reports byTrustee and the Company


SECTION 701.   Company to Furnish Trustee Names andAddresses of Holders . . 78
SECTION 702.   Preservation of Information; Communicationsto Holders. . . . 79
SECTION 703.   Reports by Trustee . . . . . . . . . . . . . . . . . . . . . 79
SECTION 704.   Reports by Company . . . . . . . . . . . . . . . . . . . . . 80

                      ARTICLE EIGHTMerger, Consolidation, Etc.


SECTION 801.   Mergers, Consolidations and CertainSales of Assets . . . . . 80
SECTION 802.   Successor Substituted. . . . . . . . . . . . . . . . . . . . 82

                        ARTICLE NINESupplemental Indentures


SECTION 901.   Supplemental Indentures Without Consentof Holders. . . . . . 82
SECTION 902.   Supplemental Indentures with Consentof Holders . . . . . . . 85
SECTION 903.   Execution of Supplemental Indentures . . . . . . . . . . . . 85


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

                                      vii

<PAGE>



SECTION 904.   Effect of Supplemental Indentures. . . . . . . . . . . . . . 85
SECTION 905.   Conformity with Trust Indenture Act. . . . . . . . . . . . . 85
SECTION 906.   Reference in Securities to SupplementalIndentures. . . . . . 85

                                ARTICLE TENCovenants


SECTION 1001.  Payment of Principal, Premium and Interest . . . . . . . . . 86
SECTION 1002.  Maintenance of Office or Agency. . . . . . . . . . . . . . . 86
SECTION 1003.  Money for Security Payments to beHeld in Trust . . . . . . . 87
SECTION 1004.  Existence. . . . . . . . . . . . . . . . . . . . . . . . . . 89
SECTION 1005.  Maintenance of Properties and Insurance. . . . . . . . . . . 89
SECTION 1006.  Payment of Taxes and Other Claims. . . . . . . . . . . . . . 89
SECTION 1007.  Limitation on Consolidated Debt. . . . . . . . . . . . . . . 90
SECTION 1008.  Limitation on Debt and Preferred Stock of Restricted
                  Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . 94
SECTION 1009.  Limitation on Restricted Payments. . . . . . . . . . . . . . 97
SECTION 1010.  Limitation on Dividend and Other PaymentRestrictions
                  Affecting RestrictedSubsidiaries. . . . . . . . . . . . . 99
SECTION 1011.  Limitation on Liens. . . . . . . . . . . . . . . . . . . . . 101
SECTION 1012.  Limitation on Sale and LeasebackTransactions . . . . . . . . 102
SECTION 1013.  Limitation on Asset Dispositions . . . . . . . . . . . . . . 103
SECTION 1014.  Limitation on Issuances and Sales ofCapital Stock of
                  RestrictedSubsidiaries. . . . . . . . . . . . . . . . . . 105
SECTION 1015.  Transactions with Affiliatesand Related Persons. . . . . . . 106
SECTION 1016.  Change of Control. . . . . . . . . . . . . . . . . . . . . . 107
SECTION 1017.  Provision of Financial Information . . . . . . . . . . . . . 108
SECTION 1018.  Statement by Officers as to Default. . . . . . . . . . . . . 109
SECTION 1019.  Waiver of Certain Covenants. . . . . . . . . . . . . . . . . 109
SECTION 1020.  Limitation on Use of Proceeds. . . . . . . . . . . . . . . . 109

                       ARTICLE ELEVENRedemption of Securities


SECTION 1101.  Right of Redemption. . . . . . . . . . . . . . . . . . . . . 110
SECTION 1102.  Applicability of Article . . . . . . . . . . . . . . . . . . 111
SECTION 1103.  Election to Redeem; Notice to Trustee. . . . . . . . . . . . 111
SECTION 1104.  Securities to Be Redeemed Pro Rata . . . . . . . . . . . . . 111
SECTION 1105.  Notice of Redemption . . . . . . . . . . . . . . . . . . . . 112
SECTION 1106.  Deposit of Redemption Price. . . . . . . . . . . . . . . . . 113
SECTION 1107.  Securities Payable on Redemption Date. . . . . . . . . . . . 113
SECTION 1108.  Securities Redeemed in Part. . . . . . . . . . . . . . . . . 114


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

                                       viii

<PAGE>


                  ARTICLE TWELVEDefeasance and Covenant Defeasance


SECTION 1201.  Company's Option to Effect Defeasance orCovenant Defeasance. 114
SECTION 1202.  Defeasance and Discharge . . . . . . . . . . . . . . . . . . 115
SECTION 1203.  Covenant Defeasance. . . . . . . . . . . . . . . . . . . . . 115
SECTION 1204.  Conditions to Defeasance orCovenant Defeasance . . . . . . . 116
SECTION 1205.  Deposited Money and U.S. GovernmentObligations to Be Held in
                  Trust;Other Miscellaneous Provisions. . . . . . . . . . . 118
SECTION 1206.  Reinstatement. . . . . . . . . . . . . . . . . . . . . . . . 119
SECTION 1207.  Repayment to Company . . . . . . . . . . . . . . . . . . . . 119
</TABLE>

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

                                       ix


<PAGE>

              INDENTURE, dated as of June 1, 1999, between NEXTLINK
Communications, Inc., a corporation organized under the laws of the State of
Delaware (the "Company"), having its principal office at 500 108th Avenue
N.E., Suite 2200, Bellevue, Washington 98004, and U.S. Trust Company of
Texas, duly organized and existing under the laws of the State of Texas, as
Trustee (herein called the "Trustee").

                               RECITALS OF THE COMPANY

              The Company has duly authorized the creation of an issue of
$588,926,000 aggregate principal amount of its 12 1/4% Senior Discount Notes
due 2009 (the "Securities") of substantially the tenor and amount hereinafter
set forth, and to provide therefor the Company has duly authorized the
execution and delivery of this Indenture.

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

              NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                     ARTICLE ONE

                           Definitions and Other Provisions
                                of General Application

SECTION 101.  Definitions.

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

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

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

                                       1
<PAGE>

       meanings assigned to them therein;

              (3)    all accounting terms not otherwise defined herein
       have the meanings assigned to them in accordance with generally
       accepted accounting principles (whether or not such is indicated
       herein) and, except as otherwise herein expressly provided, the
       term "generally accepted accounting principles" with respect to
       any computation required or permitted hereunder shall mean such
       accounting principles as are generally accepted as consistently
       applied by the Company at the date of such computation; and

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

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

              "Accreted Value" means, (x) as of any date prior to June 1,
2004, an amount per $1,000 principal amount at maturity of Securities that is
equal to the sum of

              (a) the offering price ($551.85 per $1,000 principal amount at
              maturity of Securities) of such Securities and

              (b) the portion of the excess of the principal amount of such
              Securities over such offering price which shall have been
              amortized on a daily basis and compounded semi-annually on each
              June 1 and December 1 at the rate of 12 1/4% per annum from the
              date of original issue of the Securities through the date of
              determination computed on the basis of a 360-day year of twelve
              30-day months, and

       (y) as of any date on or after June 1, 2004, the principal amount of each
       Security.

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

       (i) Debt of any other Person existing at the time such Person merges with
or into or consolidates with or becomes a Restricted Subsidiary of such
specified Person and

       (ii) Debt secured by a Lien encumbering any asset acquired by such
specified Person, which Debt was not

                                       2
<PAGE>

Incurred in anticipation of, and was outstanding prior to, such merger,
consolidation or acquisition.

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

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

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

              "Asset Disposition" by the Company or any Restricted Subsidiary
means any transfer, conveyance, sale, lease or other disposition (other than
a creation of a Lien) by such Person, (including a consolidation or merger or
other sale of any such Restricted Subsidiary with, into or to another Person
in a transaction in which such Restricted Subsidiary ceases to be a
Restricted Subsidiary of the Company, but excluding a disposition by a
Restricted Subsidiary of the Company to the Company or a Restricted
Subsidiary of the Company or by the Company to a Restricted Subsidiary of the
Company) of

       (i) shares of Capital Stock or other ownership interests of a
Restricted Subsidiary of the Company, (including the issuance of Capital
Stock by a Restricted Subsidiary) other than as permitted by the provisions
of Section 1008 or pursuant to a transaction in compliance with Section 801,

       (ii) substantially all of the assets of the Company or any of its
Restricted Subsidiaries representing a division or line of business (other
than as part of a Permitted Investment) or

       (iii) other assets or rights of the Company or any of its Restricted
Subsidiaries other than

              (A) in the ordinary course of business or

              (B) that constitutes a Restricted Payment which is

                                       3
<PAGE>

permitted by the provisions of Section 1009; PROVIDED that a transaction
described in clauses (i), (ii) and (iii) shall constitute an Asset
Disposition only if the aggregate consideration for such transfer,
conveyance, sale, lease or other disposition is equal to $5 million or more
in any 12-month period.

              "Attributable Value" means, as to any particular lease under
which any Person is at the time liable other than a Capital Lease Obligation,
and at any date as of which the amount thereof is to be determined, the total
net amount of rent required to be paid by such Person under such lease during
the initial term thereof as determined in accordance with generally accepted
accounting principles, discounted from the last date of such initial term to
the date of determination at a rate per annum equal to the discount rate
which would be applicable to a Capital Lease Obligation with like term in
accordance with generally accepted accounting principles. The net amount of
rent required to be paid under any such lease for any such period shall be
the aggregate amount of rent payable by the lessee with respect to such
period after excluding amounts required to be paid on account of insurance,
taxes, assessments, utility, operating and labor costs and similar charges.
In the case of any lease which is terminable by the lessee upon the payment
of penalty, such net amount shall also include the lesser of the amount of
such penalty (in which case no rent shall be considered as required to be
paid under such lease subsequent to the first date upon which it may be so
terminated) or the rent which would otherwise be required to be paid if such
lease is not so terminated. "Attributable Value" means, as to a Capital Lease
Obligation, the principal amount thereof.

              "Bank Credit Agreement" means any one or more credit agreements
(which may include or consist of revolving credits) between the Company or
any Restricted Subsidiary of the Company and one or more banks or other
financial institutions providing financing for the business of the Company
and its Restricted Subsidiaries.

              "Board of Directors" means either the board of directors of the
Company or any duly authorized committee of that Board.

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

                                       4
<PAGE>

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

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

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

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

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

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

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

                                       5
<PAGE>

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

              "Consolidated Capital Ratio" of any Person as of any date means
the ratio of

       (i) the aggregate consolidated principal amount of Debt (or in the
case of Debt issued at a discount the accreted amount thereof) of such Person
then outstanding (which amount of Debt shall be reduced by any amount of cash
or cash equivalent collateral securing on a perfected basis and dedicated for
disbursement exclusively to the payment of principal of and interest on such
Debt) to

       (ii) the aggregate consolidated Capital Stock (other than Disqualified
Stock) and paid in capital (other than in respect of Disqualified Stock) of
such Person as of such date.

              "Consolidated Cash Flow Available for Fixed Charges" for any
period means the Consolidated Net Income of the Company and its Restricted
Subsidiaries for such period increased by the sum of

       (i) Consolidated Interest Expense of the Company and its Restricted
Subsidiaries for such period, plus

       (ii) Consolidated Income Tax Expense of the Company and its Restricted
Subsidiaries for such period, plus

       (iii) the consolidated depreciation and amortization expense included
in the income statement of the Company and its Restricted Subsidiaries for
such period, plus

       (iv) any noncash expense for such period (excluding any noncash charge
to the extent that it requires an accrual of or a reserve for cash
disbursements in any future period), plus

       (v) any charge related to any premium or penalty paid in connection
with redeeming or retiring any Debt prior to its stated maturity; PROVIDED,
HOWEVER, that there shall be excluded therefrom the Consolidated Cash Flow
Available for Fixed Charges (if positive) of any Restricted Subsidiary of the
Company (calculated separately for such Restricted

                                       6
<PAGE>

Subsidiary in the same manner as provided above for the Company) that is
subject to a restriction which prevents the payment of dividends or the
making of distributions to the Company or another Restricted Subsidiary of
the Company to the extent of such restriction.

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

              "Consolidated Interest Expense" means for any period the
consolidated interest expense included in a consolidated income statement
(excluding interest income) of the Company and its Restricted Subsidiaries
for such period calculated on a consolidated basis in accordance with
generally accepted accounting principles, including without limitation or
duplication (or, to the extent not so included, with the addition of),

       (i) the amortization of Debt discounts;

       (ii) any payments or fees with respect to letters of credit, bankers'
acceptances or similar facilities;

       (iii) fees with respect to interest rate swap or similar agreements or
foreign currency hedge, exchange or similar agreements;        (iv) Preferred
Dividends of the Company and its Restricted Subsidiaries (other than
dividends paid in shares of Preferred Stock that is not Disqualified Stock)
declared and paid or payable;

       (v) accrued Disqualified Stock dividends of the Company and its
Restricted Subsidiaries, whether or not declared or paid;

       (vi) interest on Debt guaranteed by the Company and its Restricted
Subsidiaries; and

       (vii) the portion of any Capital Lease Obligation paid or accrued
during such period that is allocable to interest expense.

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

                                       7
<PAGE>

therefrom

       (a) the net income (or loss) of any Person acquired by the Company or
a Restricted Subsidiary of the Company in a pooling-of-interests transaction
for any period prior to the date of such transaction,

       (b) the net income (or loss) of any Person that is not a Restricted
Subsidiary of the Company except to the extent of the amount of dividends or
other distributions actually paid to the Company or a Restricted Subsidiary
of the Company by such Person during such period,

       (c)  gains or losses on Asset Dispositions by the Company or its
Restricted Subsidiaries,

       (d) all extraordinary gains and extraordinary losses,

       (e) the cumulative effect of changes in accounting principles,

       (f) non-cash gains or losses resulting from fluctuations in currency
exchange rates,

       (g) any non-cash gain or loss realized on the termination of any employee
pension benefit plan and

       (h) the tax effect of any of the items described in clauses (a)
through (g) above; PROVIDED, FURTHER, that for purposes of any determination
pursuant to the provisions of Section 1009 there shall further be excluded
therefrom the net income (but not net loss) of any Restricted Subsidiary of
the Company that is subject to a restriction which prevents the payment of
dividends or the making of distributions to the Company or another Restricted
Subsidiary of the Company to the extent of such restriction.

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

              "Consolidated Tangible Assets" of any Person means the total
amount of assets (less applicable reserves and

                                       8
<PAGE>

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

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

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

              "Debt" means (without duplication), with respect to any Person,
whether recourse is to all or a portion of the assets of such Person and
whether or not contingent,

       (i) every obligation of such Person for money borrowed,

       (ii) every obligation of such Person evidenced by bonds, debentures,
notes or other similar instruments, including any such obligations Incurred
in connection with the acquisition of property, assets or businesses,

       (iii) every reimbursement obligation of such Person with respect to
letters of credit, bankers' acceptances or similar facilities issued for the
account of such Person,

       (iv) every obligation of such Person issued or assumed as the deferred
purchase price of property or services (including securities repurchase
agreements but excluding trade accounts payable or accrued liabilities
arising in the ordinary course of business which are not overdue or which are
being contested in good faith),

       (v) every Capital Lease Obligation of such Person,

                                       9
<PAGE>

       (vi) all Receivables Sales of such Person, together with any
obligation of such Person to pay any discount, interest, fees, indemnities,
penalties, recourse, expenses or other amounts in connection therewith,

       (vii) all obligations to redeem Disqualified Stock issued by such
Person,

       (viii) every obligation under Interest Rate or Currency Protection
Agreements of such Person and

       (ix) every obligation of the type referred to in clauses (i) through
(viii) of another Person and all dividends of another Person the payment of
which, in either case, such Person has Guaranteed.

The "amount" or "principal amount" of Debt at any time of determination as
used herein represented by

       (a) any Debt issued at a price that is less than the principal amount
at maturity thereof, shall be the amount of the liability in respect thereof
determined in accordance with generally accepted accounting principles,

       (b) any Receivables Sale, shall be the amount of the unrecovered
capital or principal investment of the purchaser (other than the Company or a
Wholly-Owned Restricted Subsidiary of the Company) thereof, excluding amounts
representative of yield or interest earned on such investment,

       (c) any Disqualified Stock, shall be the maximum fixed redemption or
repurchase price in respect thereof,

       (d) any Capital Lease Obligation, shall be determined in accordance
with the definition thereof, or

       (e) any Permitted Interest Rate or Currency Protection Agreement,
shall be zero.  In no event shall Debt include any liability for taxes.

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

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

              "Depositary" means, with respect to the Securities issuable or
issued in whole or in part in the form of one or

                                       10
<PAGE>

more Global Securities, DTC for so long as it shall be a clearing agency
registered under the Exchange Act, or such successor (which shall be a
clearing agency registered under the Exchange Act) as the Company shall
designate from time to time in an Officers' Certificate delivered to the
Trustee.

              "Disqualified Stock" of any Person means any Capital Stock of
such Person (other than Capital Stock outstanding on the Issue Date) which,
by its terms (or by the terms of any security into which it is convertible or
for which it is exchangeable), or upon the happening of any event, matures or
is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or is redeemable at the option of the holder thereof, in whole or
in part, on or prior to the final Stated Maturity of the Securities (or, if
earlier, the date as of which the Securities have been paid in full);
PROVIDED, HOWEVER, that any Preferred Stock which would not constitute
Disqualified Stock but for provisions thereof giving holders thereof the
right to require the Company to repurchase or redeem such Preferred Stock
upon the occurrence of an asset sale or a Change of Control occurring prior
to the final Stated Maturity of the Securities shall not constitute
Disqualified Stock if the asset sale or change of control provisions
applicable to such Preferred Stock are no more favorable to the holders of
such Preferred Stock than the provisions applicable to the Securities
contained in Section 1013 or Section 1016 and such Preferred Stock
specifically provides that the Company will not repurchase or redeem any such
stock pursuant to such provisions prior to the Company's repurchase of such
Securities as are required to be repurchased pursuant to Section 1013 or
Section 1016.

              "DTC" means The Depository Trust Company.

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

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

                                       11
<PAGE>

or rollover therein is made.

              "Eligible Receivables" means, at any time, Receivables of the
Company and its Restricted Subsidiaries, as evidenced on the most recent
quarterly consolidated balance sheet of the Company as at a date at least 45
days prior to such time arising in the ordinary course of business of the
Company or any Restricted Subsidiary of the Company.

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

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

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

              "Global Security" means a Security in the form prescribed in
Section 204 evidencing all or part of the Securities, issued to the
Depositary or its nominee, and registered in the name of such Depositary or
its nominee.

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

              "Guarantee" by any Person means any obligation, contingent or
otherwise, of such Person guaranteeing, or having the economic effect of
guaranteeing, any Debt of any other Person (the "primary obligor") in any
manner, whether directly or indirectly, and including, without limitation,
any obligation of such Person,

       (i) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Debt or to purchase (or to advance or supply funds for the
purchase of) any security for the payment of such Debt,

       (ii) to purchase property, securities or services for the purpose of
assuring the holder of such Debt of the payment of such Debt, or

                                       12
<PAGE>


       (iii) to maintain working capital, equity capital or other financial
statement condition or liquidity of the primary obligor so as to enable the
primary obligor to pay such Debt (and "Guaranteed", "Guaranteeing" and
"Guarantor" shall have meanings correlative to the foregoing); PROVIDED,
HOWEVER, that the Guarantee by any Person shall not include endorsements by
such Person for collection or deposit, in either case, in the ordinary course
of business; and PROVIDED, FURTHER, that the incurrence by a Restricted
Subsidiary of the Company of a lien permitted under clause (iv) of the second
paragraph of Section 1011 shall not be deemed to constitute a Guarantee by
such Restricted Subsidiary of any Purchase Money Debt of the Company secured
thereby.

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

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

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

              "Interest Payment Date" means the Stated Maturity

                                       13
<PAGE>

of an installment of interest on the Securities.

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

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

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

              "Joint Venture" means a corporation, partnership or other
entity engaged in one or more Telecommunications Businesses as to which the
Company (directly or through one or more Restricted Subsidiaries) exercises
managerial control and in which the Company owns

       (i) a 50% or greater interest, or

       (ii) a 30% or greater interest, together with options or other
contractual rights, exercisable not more than seven years after the Company's
initial Investment in such Joint Venture, to increase its interest to not
less than 50%.

              "Lien" means, with respect to any property or assets, any mortgage
or deed of trust, pledge, hypothecation, assignment, Receivables Sale, deposit
arrangement, security interest, lien, charge, easement (other than any easement
not materially impairing usefulness or marketability), encumbrance, preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever on or with respect to such property or assets (including,
without limitation, any

                                       14
<PAGE>

conditional sale or other title retention agreement having substantially the
same economic effect as any of the foregoing).

              "Marketable Securities" means:

       (i) Government Securities;

       (ii) any time deposit account, money market deposit and certificate of
deposit maturing not more than 365 days after the date of acquisition issued
by, or time deposit of, an Eligible Institution;

       (iii) commercial paper maturing not more than 365 days after the date
of acquisition issued by a corporation (other than an Affiliate of the
Company) with a rating, at the time as of which any investment therein is
made, of "P-1" or higher according to Moody's Investors Service, Inc., "A-1"
or higher according to Standard & Poor's Ratings Group or "A-1" or higher
according to Duff & Phelps Credit Rating Co. (or such similar equivalent
rating by at least one "nationally recognized statistical rating
organization" (as defined in Rule 436 under the Securities Act));

       (iv) any banker's acceptances or money market deposit accounts issued
or offered by an Eligible Institution;

       (v) repurchase obligations with a term of not more than 7 days for
Government Securities entered into with an Eligible Institution;

       (vi) auction-rate preferred stocks of any corporation maturing within
90 days after the date of acquisition by the Company thereof, having a rating
of at least AA by Standard & Poor's; and

       (vii) any fund investing exclusively in investments of the types
described in clauses (i) through (vi) above.

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

              "Net Available Proceeds" from any Asset Disposition by any Person
means cash or readily marketable cash equivalents received (including by way of
sale or discounting of a note, installment receivable or other receivable, but
excluding any other consideration received in the form of assumption by the
acquiror of Debt or other

                                       15
<PAGE>

obligations relating to such properties or assets) therefrom by such Person,
net of

       (i) all legal, title and recording tax expenses, commissions and other
fees and expenses Incurred and all federal, state, provincial, foreign and
local taxes (including taxes payable upon payment or other distribution of
funds from a foreign subsidiary to the Company or another subsidiary of the
Company) required to be accrued as a liability as a consequence of such Asset
Disposition,

       (ii) all payments made by such Person or its Restricted Subsidiaries
on any Debt which is secured by such assets in accordance with the terms of
any Lien upon or with respect to such assets or which must by the terms of
such Lien, or in order to obtain a necessary consent to such Asset
Disposition or by applicable law, be repaid out of the proceeds from such
Asset Disposition,

       (iii) all distributions and other payments made to minority interest
holders in Restricted Subsidiaries of such Person or joint ventures as a
result of such Asset Disposition,

       (iv) appropriate amounts to be provided by such Person or any
Restricted Subsidiary thereof, as the case may be, as a reserve in accordance
with generally accepted accounting principles against any liabilities
associated with such assets and retained by such Person or any Restricted
Subsidiary thereof, as the case may be, after such Asset Disposition,
including, without limitation, liabilities under any indemnification
obligations and severance and other employee termination costs associated
with such Asset Disposition, in each case as determined by the Board of
Directors, in its reasonable good faith judgment evidenced by a Board
Resolution filed with the Trustee; PROVIDED, HOWEVER, that any reduction in
such reserve within twelve months following the consummation of such Asset
Disposition will be treated for all purposes of this Indenture and the
Securities as a new Asset Disposition at the time of such reduction with Net
Available Proceeds equal to the amount of such reduction, and (v) any
consideration for an Asset Disposition (which would otherwise constitute Net
Available Proceeds) that is required to be held in escrow pending
determination of whether a purchase price adjustment will be made, but
amounts under this clause

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

                                       16
<PAGE>

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

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

              (b)    the Expiration Date and the Purchase Date;

              (c)    the aggregate principal amount of the Outstanding
       Securities offered to be purchased by the

                                       17
<PAGE>


       Company pursuant to the Offer to Purchase (including, if less than 100%,
       the manner by which such has been determined pursuant to Section 1013
       or 1016) (the "Purchase Amount");

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

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

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

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

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

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

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

                                       18
<PAGE>


       tender;

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

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

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

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

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

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

              "Outstanding", when used with respect to Securities, means, as of
the date of determination, all Securities theretofore authenticated and
delivered under

                                       19
<PAGE>

this Indenture, EXCEPT:

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

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

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

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

              "Paying Agent" means any Person authorized by the Company to pay
the principal of (and premium, if any) or interest on any Securities on behalf
of the Company.  The Trustee is hereby authorized by the Company to act as a

                                       20
<PAGE>

"Paying Agent" for the purposes of this Indenture, until such time as the
Company notifies the Trustee in writing that such authorization is revoked.

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

              "Permitted Investment" means

       (i) any Investment in a Joint Venture (including the purchase or
acquisition of any Capital Stock of a Joint Venture), provided the aggregate
amount of all outstanding Investments pursuant to this clause (i) in Joint
Ventures in which the Company owns, directly or indirectly, a less than 50%
interest shall not exceed $25 million,

       (ii) any Investment in any Person as a result of which such Person
becomes a Restricted Subsidiary, or, subject to the proviso to clause (i) of
this definition, becomes a Joint Venture of the Company,

       (iii) any Investment in Marketable Securities,

       (iv) Investments in Permitted Interest Rate or Currency Protection
Agreements,

       (v) Investments made as a result of the receipt of noncash
consideration from an Asset Disposition that was made pursuant to and in
compliance with Section 1013 of this Indenture and

       (vi) other Investments in an aggregate amount not to exceed the
aggregate net proceeds received by the Company or any Restricted Subsidiary
after the date of this Indenture from the sale or liquidation of any
Unrestricted Subsidiary or any interest therein (except to the extent that
any such amount is included in the calculation of Consolidated Net Income).

              "Permitted Liens" means

       (a) Liens for taxes, assessments, governmental charges or claims which
are not yet delinquent or which are being

                                       21
<PAGE>

contested in good faith by appropriate proceedings, if a reserve or other
appropriate provision, if any, as shall be required in conformity with
generally accepted accounting principles shall have been made therefor;

       (b) other Liens incidental to the conduct of the Company's and its
Restricted Subsidiaries' business or the ownership of its property and assets
not securing any Debt, and which do not in the aggregate materially detract
from the value of the Company's and its Restricted Subsidiaries' property or
assets when taken as a whole, or materially impair the use thereof in the
operation of its business;

       (c) Liens with respect to assets of a Restricted Subsidiary granted by
such Restricted Subsidiary to the Company to secure Debt owing to the Company;

       (d) pledges and deposits made in the ordinary course of business in
connection with workers' compensation, unemployment insurance and other types
of statutory obligations (including to secure government contracts);

       (e) deposits made to secure the performance of tenders, bids, leases,
and other obligations of like nature incurred in the ordinary course of
business (exclusive of obligations for the payment of borrowed money);

       (f) zoning restrictions, servitudes, easements, rights-of-way,
restrictions and other similar charges or encumbrances incurred in the
ordinary course of business which, in the aggregate, do not materially
detract from the value of the property subject thereto or interfere with the
ordinary conduct of the business of the Company or its Restricted
Subsidiaries;

       (g) Liens arising out of judgments or awards against the Company or
any Restricted Subsidiary with respect to which the Company or such
Restricted Subsidiary is prosecuting an appeal or proceeding for review and
the Company or such Restricted Subsidiary is maintaining adequate reserves in
accordance with generally accepted accounting principles;

       (h) any interest or title of a lessor in the property subject to any
lease other than a Capital Lease; and

       (i) any statutory warehousemen's, materialmen's or other similar Liens
for sums not then due and payable (or which, if due and payable, are being
contested in good faith and with respect to which adequate reserves are being

                                       22
<PAGE>


maintained to the extent required by generally accepted accounting
principles).

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

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

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

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

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

              "Purchase Money Debt" means

       (i) Acquired Debt Incurred in connection with the acquisition of
Telecommunications Assets and

       (ii) Debt of the Company or of any Restricted Subsidiary of the Company
(including, without limitation, Debt represented by Bank Credit Agreements,
Capital Lease Obligations, Vendor Financing Facilities, mortgage financings and
purchase money obligations) Incurred for the purpose of financing all or any
part of the cost of

                                       23
<PAGE>

construction, acquisition or improvement by the Company or any Restricted
Subsidiary of the Company or any Joint Venture of any Telecommunications
Assets of the Company, any Restricted Subsidiary of the Company or any Joint
Venture, and including any related notes, Guarantees, collateral documents,
instruments and agreements executed in connection therewith, as the same may
be amended, supplemented, modified or restated from time to time.

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

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

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

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

                                       24
<PAGE>

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

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

              "Related Person" of any Person means any other Person directly
or indirectly owning

       (a) 10% or more of the Outstanding Common Equity of such Person (or,
in the case of a Person that is not a corporation, 10% or more of the equity
interest in such Person) or

       (b) 10% or more of the combined voting power of the Voting Stock of
such Person.

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

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

              "Sale and Leaseback Transaction" of any Person means an
arrangement with any lender or investor or to which such lender or investor
is a party providing for the leasing by such Person of any property or asset
of such Person which has been or is being sold or transferred by such Person
more than 365 days after the acquisition thereof or the completion of
construction or commencement of operation thereof to such lender or investor
or to any person to whom funds have been or are to be advanced by such lender
or

                                       25
<PAGE>

investor on the security of such property or asset. The stated maturity of
such arrangement shall be the date of the last payment of rent or any other
amount due under such arrangement prior to the first date on which such
arrangement may be terminated by the lessee without payment of a penalty.

              "SEC Reports" has the meaning specified in Section 704.

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

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

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

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

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

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

              "Subordinated Debt" means Debt of the Company as to which the
payment of principal of (and premium, if any) and interest and other payment
obligations in respect of such Debt shall be subordinate to the prior payment
in full of the Securities to at least the following extent:

       (i) no payments of principal of (or premium, if any) or interest on or
otherwise due in respect of such Debt may be permitted for so long as any
default in the payment of principal (or premium, if any) or interest on the
Securities exists;

       (ii) in the event that any other default that with the passing of time or
the giving of notice, or both, would constitute an Event of Default exists with
respect to the

                                       26
<PAGE>

Securities, upon notice by 25% or more in principal amount of the Securities
to the Trustee, the Trustee shall have the right to give notice to the
Company and the holders of such Debt (or trustees or agents therefor) of a
payment blockage, and thereafter no payments of principal of (or premium, if
any) or interest on or otherwise due in respect of such Debt may be made for
a period of 179 days from the date of such notice or for the period until
such default has been cured or waived or ceased to exist and any acceleration
of the Securities has been rescinded or annulled, whichever period is shorter
(which Debt may provide that

              (A) no new period of payment blockage may be commenced by a
payment blockage notice unless and until 360 days have elapsed since the
effectiveness of the immediately prior notice,

              (B) no nonpayment default that existed or was continuing on the
date of delivery of any payment blockage notice to such holders (or such
agents or trustees) shall be, or be made, the basis for a subsequent payment
blockage notice and

              (C) failure of the Company to make payment on such Debt when
due or within any applicable grace period, whether or not on account of such
payment blockage provisions, shall constitute an event of default
thereunder); and

       (iii) such Debt may not (x) provide for payments of principal of such
Debt at the stated maturity thereof or by way of a sinking fund applicable
thereto or by way of any mandatory redemption, defeasance, retirement or
repurchase thereof by the Company (including any redemption, retirement or
repurchase which is contingent upon events or circumstances, but excluding any
retirement required by virtue of acceleration of such Debt upon an event of
default thereunder), in each case prior to the final Stated Maturity of the
Securities or (y) permit redemption or other retirement (including pursuant to
an offer to purchase made by the Company) of such other Debt at the option of
the holder thereof prior to the final Stated Maturity of the Securities, other
than a redemption or other retirement at the option of the holder of such Debt
(including pursuant to an offer to purchase made by the Company) which is
conditioned upon a change of control of the Company pursuant to provisions
substantially similar to those of Section 1016 (and which shall provide that
such Debt will not be repurchased pursuant to such provisions prior to the
Company's repurchase of the Securities required to be repurchased by the Company
pursuant to the provisions of

                                       27
<PAGE>

Section 1016.

              "Subsidiary" of any Person means

       (i) a corporation more than 50% of the combined voting power of the
outstanding Voting Stock of which is owned, directly or indirectly, by such
Person or by one or more other Subsidiaries of such Person or by such Person
and one or more Subsidiaries thereof or

       (ii) any other Person (other than a corporation) in which such Person,
or one or more other Subsidiaries of such Person or such Person and one or
more other Subsidiaries thereof, directly or indirectly, has at least a
majority ownership and power to direct the policies, management and affairs
thereof.

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

              "Telecommunications Assets" means all assets, rights
(contractual or otherwise) and properties, whether tangible or intangible,
used or intended for use in connection with a Telecommunications Business.

              "Telecommunications Business" means the business of

       (i) transmitting, or providing services relating to the transmission
of, voice, video or data through owned or leased transmission facilities,

       (ii) creating, developing or marketing communications related network
equipment, software and other devices for use in a Telecommunication Business
or

       (iii) evaluating, participating or pursuing any other activity or
opportunity that is primarily related to those identified in (i) or (ii) above
and shall, in any event, include all businesses in which the Company or any of
its Subsidiaries are engaged on the Issue Date; PROVIDED that the determination
of what constitutes a Telecommunications Business shall be made in good faith by
the Board of

                                       28
<PAGE>

Directors, which determination shall be conclusive.

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

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

              "Unrestricted Subsidiary" means

       (1) any Subsidiary of the Company designated as such by the Board of
Directors as set forth below where

              (a) neither the Company nor any of its other Subsidiaries
(other than another Unrestricted Subsidiary)

                     (i) provides credit support for, or Guarantee of, any
Debt of such Subsidiary or any Subsidiary of such Subsidiary (including any
undertaking, agreement or instrument evidencing such Debt) or

                     (ii) is directly or indirectly liable for any Debt of
such Subsidiary or any Subsidiary of such Subsidiary, and

              (b) no default with respect to any Debt of such Subsidiary or
any Subsidiary of such Subsidiary (including any right which the holders
thereof may have to take enforcement action against such Subsidiary) would
permit (upon notice, lapse of time or both) any holder of any other Debt of
the Company and its Restricted Subsidiaries to declare a default on such
other Debt or cause the payment thereof to be accelerated or payable prior to
its final scheduled maturity and

       (2) any Subsidiary of an Unrestricted Subsidiary.  The Board of
Directors may designate any Subsidiary to be an Unrestricted Subsidiary
unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien
on any property of, any other Subsidiary of the Company which is not a
Subsidiary of the Subsidiary to be so designated or otherwise an Unrestricted
Subsidiary, PROVIDED that either

                                       29
<PAGE>


              (x) the Subsidiary to be so designated has total assets of
$1,000 or less or

              (y) immediately after giving effect to such designation, the
Company could Incur at least $1.00 of additional Debt pursuant to the first
paragraph of Section 1007 and PROVIDED, FURTHER, that the Company could make
a Restricted Payment in an amount equal to the greater of the fair market
value and the book value of such Subsidiary pursuant to Section 1009 and such
amount is thereafter treated as a Restricted Payment for the purpose of
calculating the aggregate amount available for Restricted Payments
thereunder.  The Board of Directors may designate any Unrestricted Subsidiary
to be a Restricted Subsidiary, PROVIDED that if such Unrestricted Subsidiary
has Debt outstanding at such time, either

                     (a) immediately after giving effect to such designation,
the Company could Incur at least $1.00 of additional Debt pursuant to the
first paragraph of Section 1007 or

                     (b) the Company or such Restricted Subsidiary could
Incur such Debt hereunder (other than as Acquired Debt).

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

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

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

              "Wholly-Owned Restricted Subsidiary" of any Person means a
Restricted Subsidiary of such Person 99% or more of

                                       30
<PAGE>

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

SECTION 102.  COMPLIANCE CERTIFICATES AND OPINIONS.

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

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

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

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

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

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


SECTION 103.  FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

                                       31
<PAGE>


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

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

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

SECTION 104.  ACTS OF HOLDERS; RECORD DATES.

              Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is hereby expressly required, to the
Company.  Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the
Holders signing such instrument or instruments.  Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 601) conclusive in
favor of the Trustee and the Company, if made in the manner provided in this
Section.

                                       32
<PAGE>

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

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

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

              The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to give, make or
take any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Indenture to be given, made or
taken by Holders of Securities, PROVIDED that the Company may not set a
record date for, and the provisions of this paragraph shall not apply with
respect to, the giving or making of any notice, declaration, request or
direction referred to in the next paragraph.  If not set by the Company prior
to the first solicitation of a Holder made by any Person in respect of any
such matter referred to in the foregoing sentence, the record date for any
such matter shall be the 30th day (or, if later, the date of the most recent
list of Holders required to be provided pursuant to Section 701) prior to
such first solicitation.  If any record date is set pursuant to this
paragraph, the Holders of Outstanding Securities on such record date, and no
other Holders, shall be entitled to take the relevant action, whether or not
such Holders remain Holders after such record

                                       33
<PAGE>

date; PROVIDED that no such action shall be effective hereunder unless taken
on or prior to the applicable Expiration Date by Holders of the requisite
principal amount of Outstanding Securities on such record date.  Nothing in
this paragraph shall be construed to prevent the Company from setting a new
record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no
effect), and nothing in this paragraph shall be construed to render
ineffective any action taken by Holders of the requisite principal amount of
Outstanding Securities on the date such action is taken.  Promptly after any
record date is set pursuant to this paragraph, the Company, at its own
expense, shall cause notice of such record date, the proposed action by
Holders and the applicable Expiration Date to be given to the Trustee in
writing and to each Holder of Securities in the manner set forth in Section
106.

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

                                       34
<PAGE>


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

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


SECTION 105.  NOTICES, ETC., TO TRUSTEE AND COMPANY.

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

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

              (2)  the Company by the Trustee or by any Holder shall be
       sufficient for every purpose hereunder (unless otherwise herein expressly
       provided) if in writing and mailed, first-class postage prepaid, to the
       Company addressed to the Company at the address of its principal office
       specified in the first paragraph of this instrument or at any other
       address previously furnished in writing to the Trustee by the Company.

                                     35
<PAGE>

SECTION 106.  NOTICE TO HOLDERS; WAIVER.

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

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


SECTION 107.  CONFLICT WITH TRUST INDENTURE ACT.

              If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under such Act to be a
part of and govern this Indenture, the latter provision shall control.  If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall be
deemed to apply to this Indenture as so modified or to be excluded, as the case
may be.


SECTION 108.  EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

                                     36
<PAGE>

affect the construction hereof.


SECTION 109.  SUCCESSORS AND ASSIGNS.

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


SECTION 110.  SEPARABILITY CLAUSE.

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


SECTION 111.  BENEFITS OF INDENTURE.

              Nothing in this Indenture or in the Securities, express or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder and the Holders of Securities, any benefit or any legal or
equitable right, remedy or claim under this Indenture.


SECTION 112.  GOVERNING LAW.

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


SECTION 113.  LEGAL HOLIDAYS.

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

                                     37
<PAGE>

                                     ARTICLE TWO

                                    Security Forms

SECTION 201.  FORMS GENERALLY.

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

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

              In certain cases described elsewhere herein, the legends set forth
in Section 202 may be omitted from Securities issued hereunder.


SECTION 202.  FORM OF FACE OF SECURITY.

              [If the Security is a Global Security, insert the legends required
by Section 204 of the Indenture]

              THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT.  FOR
PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE UNITED STATES INTERNAL
REVENUE CODE OF 1986, AS AMENDED, THE ISSUE PRICE OF THIS SECURITY IS 55.185%
OF ITS PRINCIPAL AMOUNT, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $448.15 PER
$1,000 OF STATED FACE AMOUNT, THE ISSUE DATE IS JUNE 1,1999 AND THE YIELD TO
MATURITY IS 12 1/4%.

                            NEXTLINK Communications, Inc.

                       12 1/4% SENIOR DISCOUNT NOTES DUE 2009


                                                        CUSIP NUMBER: 65333HAL7

                                     38
<PAGE>

No. ______                                                     $_______________

              NEXTLINK Communications, Inc., a corporation organized under the
laws of the State of Delaware (herein called the "Company", which term includes
any successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of __________ Dollars on June 1, 2009, and to pay interest thereon
from June 1, 2004 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on June 1, and
December 1 in each year, commencing December 1, 2004 at the rate of 12 1/4% per
annum, until the principal hereof is paid or made available for payment.  The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
May 15 or November 15 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date.  Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in said
Indenture.

              The principal of this Security shall not accrue interest until
June 1, 2004, except in the case of a default in payment of principal and
premium, if any, upon acceleration or redemption, in which case interest
shall be payable pursuant to the preceding paragraph on such overdue
principal (and premium, if any), such interest shall be payable on demand
and, if not so paid on demand, such interest shall itself bear interest at
the rate of 12.25% per annum (to the extent that the payment of such interest
shall be legally enforceable), and shall accrue from the date of such demand
for payment to the date payment of such interest has been made or duly
provided for, and such interest on unpaid interest shall also be payable on
demand.

                                     39
<PAGE>

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

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

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

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

Dated: June 1, 1999.



                                   NEXTLINK Communications, Inc.



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


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


                                       40
<PAGE>

SECTION 203.  FORM OF REVERSE OF SECURITY.

              This Security is one of a duly authorized issue of Securities of
the Company designated as its 12 1/4% Senior Discount Notes Due 2009 (the
"Securities") issued under an Indenture, dated as of June 1, 1999 (herein called
the "Indenture"), between the Company and United States Trust Company of
New York, as trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture).  The Securities are limited in aggregate
principal amount to $588,926,000.  Reference is hereby made to the Indenture and
all indentures supplemental thereto for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered.

              The Securities are subject to redemption upon not less than 30 nor
more than 60 days' notice by mail to each Holder of Securities to be redeemed at
such Holder's address appearing in the Security Register, in amounts of $1,000
or an integral multiple of $1,000, at any time on or after June 1, 2004 and
prior to maturity, as a whole or in part, at the election of the Company, at the
following Redemption Prices (expressed as percentages of the principal amount)
plus accrued and unpaid interest to but excluding the Redemption Date (subject
to the right of Holders of record on the relevant Regular Record Date to receive
interest due on an Interest Payment that is on or prior to the Redemption Date),
if redeemed during the 12-month period beginning June 1, of each of the years
indicated below:

<TABLE>
<CAPTION>
                                       Redemption
                        Year             Price
                        ----           -----------
                        <S>            <C>
                        2004              106.125%

                        2005              104.083%

                        2006              102.042%
</TABLE>


and thereafter at a Redemption Price equal to 100.000% of the principal
amount, together in the case of any such redemption with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of

                                      41
<PAGE>

such Securities, or one or more Predecessor Securities, of record at the
close of business on the relevant Record Dates referred to on the face
hereof, all as provided in the Indenture.

              The Securities are further subject to redemption on or prior to
June 1, 2002 only in the event that on or before June 1, 2002 the Company
receives net proceeds from a sale of its Common Equity, in which case the
Company may, at its option, use all or a portion of any such net proceeds to
redeem Securities in a principal amount of up to an aggregate amount equal to
33 1/3% of the Accreted Value of the Securities, PROVIDED, HOWEVER, that
Securities in an amount equal to at least 66 2/3% of the Accreted Value of
the Securities remain  Outstanding after such redemption.  Such redemption
must occur on a Redemption Date within 90 days of any such sale and upon not
less than 30 nor more than 60 days' notice by mail to each Holder of
Securities to be redeemed at such Holder's address appearing in the Security
Register, in amounts of $1,000 or an integral multiple of $1,000 at a
Redemption Price of 112.25% of the Accreted Value of the Securities to be
redeemed to but excluding the Redemption Date (subject to the right of
Holders of record to receive interest due on an Interest Payment Date that is
on or prior to the Redemption Date).

              In the event of redemption of this Security in part only, a new
Security or Securities for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.

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

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

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

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

                                      42
<PAGE>

provided in the Indenture.

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

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

              As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default, the Holders of not
less than 25% in principal amount of the Outstanding Securities shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable indemnity, and the
Trustee  shall not have received from the Holders of a majority in principal
amount of Outstanding Securities a direction inconsistent with such request, and
shall have failed to institute any such proceeding, for 60 days after receipt of
such notice, request and offer of indemnity. The foregoing shall not apply to
any suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.

              No reference herein to the Indenture and no

                                      43
<PAGE>

provision of this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of (and premium, if any) and interest on this Security at the
times, place and rate, and in the coin or currency, herein prescribed.

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

              The Securities are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof.  As
provided in the Indenture and subject to certain limitations therein set forth,
Securities are exchangeable for a like tenor and aggregate principal amount of
Securities of a different authorized denomination, as requested by the Holder
surrendering the same.

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

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

              Interest on this Security shall be computed on the basis of a
360-day year of twelve 30-day months.

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

                          OPTION OF HOLDER TO ELECT PURCHASE

                                      44

<PAGE>


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

                                  / /

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



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




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



SECTION 204.  ADDITIONAL PROVISIONS REQUIRED IN GLOBAL SECURITY.


              Any Global Security issued hereunder shall, in addition to the
provisions contained in Sections 202 and 203, bear a legend in substantially the
following form:

              [If a Global Security, insert -- THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY
NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER
OF THIS SECURITY IN WHOLE OR IN PART MAY BE

                                      45
<PAGE>

REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]

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

SECTION 205.  FORM OF TRUSTEE'S CERTIFICATE OF
              AUTHENTICATION.

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


                                   U.S. Trust Company of Texas,
                                                                     as Trustee


                                                   By ____________________
                                                      Authorized Signatory



                                    ARTICLE THREE

                                    The Securities

SECTION 301.  TITLE AND TERMS.

              The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is limited to $588,926,000,
except for Securities authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Securities pursuant to Section 304,
305, 306, 906 or 1108 or in connection with an Offer to Purchase pursuant to
Section 1013 or 1016.

                                      46
<PAGE>

              The Securities shall be known and designated as the "12 1/4%
Senior Discount Notes due 2009" of the Company.  The Stated Maturity of the
Securities shall be June 1, 2009.  The Securities shall bear interest at the
rate of 12 1/4% per annum, from June 1, 2004 or from the most recent Interest
Payment Date thereafter to which interest has been paid or duly provided for,
as the case may be, payable semi-annually on June 1 and December 1,
commencing December 1, 2004, until the principal thereof is paid or made
available for payment.

              In the case of a default in payment of principal and premium, if
any, upon acceleration or redemption, interest shall be payable pursuant to the
preceding paragraph on such overdue principal (and premium, if any), such
interest shall be payable on demand and, if not so paid on demand, such interest
shall itself bear interest at the rate of 12.25% per annum (to the extent that
the payment of such interest shall be legally enforceable), and shall accrue
from the date of such demand for payment to the date payment of such interest
has been made or duly provided for, and such interest on unpaid interest shall
also be payable on demand.

              If this Security is issued in the form of a Global Security,
payments of the principal of (and premium, if any) and interest on this Security
shall be made in immediately available funds to the Depositary.  If the
Securities are issued in certificated form, the principal of and premium, if
any, and interest on the Securities shall be payable at the corporate trust
office of the Trustee in the Borough of Manhattan, The City of New York, New
York, maintained for such purpose and at any other office or agency maintained
by the Company for such purpose; PROVIDED, HOWEVER, that at the option of the
Company payment of interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register.

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

              The Securities shall be redeemable as provided in Article Eleven.

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

                                      47
<PAGE>

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

SECTION 302.  DENOMINATIONS.

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

SECTION 303.  EXECUTION, AUTHENTICATION, DELIVERY
              AND DATING.

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

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

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

              Each Security shall be dated the date of its authentication.

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

SECTION 304.  TEMPORARY SECURITIES.

                                      48
<PAGE>

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

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


SECTION 305.  REGISTRATION, REGISTRATION OF
              TRANSFER AND EXCHANGE.

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

              Upon surrender for registration of transfer of any Security at an
office or agency of the Company designated pursuant to Section 1002 for such
purpose, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of any authorized denominations and of a

                                      49
<PAGE>

like tenor and aggregate principal amount and bearing the applicable legends
set forth in Section 202.

              At the option of the Holder, Securities may be exchanged for other
Securities of any authorized denominations and of a like tenor and aggregate
principal amount and bearing the applicable legends set forth in Section 202,
upon surrender of the Securities to be exchanged at such office or agency.
Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive.

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

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

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

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

              The provisions of Clauses (1), (2), (3) and (4) below shall apply
only to Global Securities:

                                      50
<PAGE>

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

              (2)  Notwithstanding any other provisions in this Indenture, no
       Global Security may be exchanged in whole or in part for Securities
       registered, and no transfer of a Global Security in whole or in part may
       be registered, in the name of any Person other than the Depositary for
       such Global Security or a nominee thereof unless (A) such Depositary (i)
       has notified the Company that it is unwilling or unable to continue as
       Depositary for such Global Security or (ii) has ceased to be a clearing
       agency registered under the Exchange Act, or (B) there shall have
       occurred and be continuing an Event of Default with respect to such
       Global Security.

              (3)  Subject to Clause (2) above, any exchange of a Global
       Security for other Securities may be made in whole or in part, and all
       Securities issued in exchange for a Global Security or any portion
       thereof shall be registered in such names as the Depositary for such
       Global Security shall direct.

              (4)  Every Security authenticated and delivered upon registration
       of transfer of, or in exchange for or in lieu of, a Global Security or
       any portion thereof, whether pursuant to this Section, Section 304, 306,
       906 or 1108 or otherwise, shall be authenticated and delivered in the
       form of, and shall be, a Global Security, unless such Security is
       registered in the name of a Person other than the Depositary for such
       Global Security or a nominee thereof.

SECTION 306.  MUTILATED, DESTROYED, LOST AND
              STOLEN SECURITIES.

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

              If there shall be delivered to the Company and the

                                      51
<PAGE>

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

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

              Upon the issuance of any new Security under this Section, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

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

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


SECTION 307.  PAYMENT OF INTEREST; INTEREST
              RIGHTS PRESERVED.

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

              Any interest on any Security which is payable, but is not
punctually paid or duly provided for, on any Interest

                                      52
<PAGE>

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

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

       (2)  The Company may make payment of any Defaulted Interest in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities may be listed, and upon such notice as may be

                                      53
<PAGE>

required by such exchange, if, after notice given by the Company to the
Trustee of the proposed payment pursuant to this Clause, such manner of
payment shall be deemed practicable by the Trustee.

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


SECTION 308.  PERSONS DEEMED OWNERS.

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


SECTION 309.  CANCELLATION.

              All Securities surrendered for payment, redemption, registration
of transfer, exchange or pursuant to any Offer to Purchase pursuant to
Section 1013 or 1016 shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly cancelled by it.  The Company
may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Securities so delivered shall be
promptly cancelled by the Trustee.  No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this

                                      54
<PAGE>

Section, except as expressly permitted by this Indenture.  All cancelled
Securities held by the Trustee shall be disposed of in accordance with its
standard procedures or as directed by a Company Order; PROVIDED, HOWEVER,
that the Trustee shall not be required to destroy such Securities.

SECTION 310.  COMPUTATION OF INTEREST.

              Interest on the Securities shall be computed on the basis of a
360-day year of twelve 30-day months.

SECTION 311.  CUSIP NUMBERS.

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


                                     ARTICLE FOUR

                              Satisfaction and Discharge

SECTION 401.  SATISFACTION AND DISCHARGE OF INDENTURE.

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

              (1)  either

                                      55
<PAGE>


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

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

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

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

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

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

Notwithstanding the satisfaction and discharge of this Indenture, (i) the
obligations of the Company to the Trustee under Section 607, (ii) substitution
of apparently mutilated, defaced, destroyed, lost or stolen Securities, (iii)
rights of holders of Securities to receive payment of principal of and premium,
if any, and interest on the Securities, (iv) rights, obligations and immunities
of the Trustee under this Indenture (including, if money shall have been
deposited with the Trustee pursuant to subclause (B) of Clause (1) of this
Section, the obligations of the Trustee under Section 402 and the last paragraph
of Section 1003), and (v) rights of holders of the Securities as beneficiaries
of this Indenture with respect to any property deposited with the Trustee
payable to all or any of them, shall survive.

                                      56
<PAGE>

SECTION 402.  APPLICATION OF TRUST MONEY.

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


                                     ARTICLE FIVE

                                       Remedies

SECTION 501.  EVENTS OF DEFAULT.

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

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

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

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

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

              (5)  default in the performance, or breach, of any covenant or
       warranty of the Company in this Indenture or in any Security (other than
       a covenant or warranty a default in whose performance or whose breach is
       elsewhere in this Section specifically dealt with), and

                                      57
<PAGE>

       continuance of such default or breach for a period of 60 days after
       there has been given, by registered or certified mail, to the Company
       by the Trustee or to the Company and the Trustee by the Holders of at
       least 25% in aggregate principal amount of the Outstanding Securities
       a written notice specifying such default or breach and requiring it to
       be remedied and stating that such notice is a "Notice of Default"
       hereunder; or

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

              (7)  a final judgment or final judgments (not subject to appeal)
       for the payment of money are entered against the Company or any
       Significant Subsidiary in an aggregate amount in excess of $10 million by
       a court or courts of competent jurisdiction, which judgments remain
       undischarged or unstayed for a period (during which execution shall not
       be effectively stayed) of 45 days after the right to appeal all such
       judgments has expired; or

              (8)  the entry by a court having jurisdiction in the premises of
       (A) a decree or order for relief in respect of the Company or any
       Significant Subsidiary in an involuntary case or proceeding under any
       applicable Federal or State bankruptcy, insolvency, reorganization or
       other similar law or (B) a decree or order adjudging the Company or any
       Significant Subsidiary a bankrupt or insolvent, or approving as properly
       filed a petition seeking reorganization, arrangement, adjustment or
       composition of or in respect of the Company or any Significant Subsidiary
       under any applicable Federal or State law, or appointing a custodian,
       receiver, liquidator, assignee, trustee, sequestrator or other similar
       official of the Company or any Significant

                                      58
<PAGE>

       Subsidiary or of any substantial part of its property, or ordering the
       winding up or liquidation of its affairs, and the continuance of any
       such decree or order for relief or any such other decree or order
       unstayed and in effect for a period of 60 consecutive days; or

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


SECTION 502.  ACCELERATION OF MATURITY; RESCISSION
              AND ANNULMENT.

              If an Event of Default (other than an Event of Default specified
in Section 501(8) or (9) with respect to the Company) occurs and is continuing,
then and in every such case the Trustee or the Holders of not less than 25% in
aggregate principal amount of the Outstanding Securities may declare the Default
Amount of all the Securities to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such Default Amount and any accrued interest, together with all
other amounts due under this Indenture, shall become immediately due and
payable.  If an Event of Default specified in Section 501(8) or (9) with

                                      59
<PAGE>

respect to the Company occurs, the Default Amount of and any accrued interest
on the Securities then Outstanding, together with all other amounts due under
this Indenture, shall ipso facto become immediately due and payable without
any declaration or other Act on the part of the Trustee or any Holder.

              The "Default Amount" in respect of any particular Security as of
any particular date of acceleration on or before June 1, 2004 shall equal the
Accreted Value of the Security on such date and as of any particular date of
acceleration thereafter, shall equal the principal amount of the Security plus
accrued and unpaid interest to such date.

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

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

                     (A)  all overdue interest on all Securities,

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

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

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

       and

              (2)  all Events of Default, other than the non-

                                      60
<PAGE>

       payment of the principal of Securities which have become due solely by
       such declaration of acceleration, have been cured or waived as provided
       in Section 513.

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


SECTION 503.  COLLECTION OF INDEBTEDNESS AND SUITS
              FOR ENFORCEMENT BY TRUSTEE.

              The Company covenants that if

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

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

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

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

              If an Event of Default occurs and is continuing, the Trustee may
in its discretion proceed to protect and

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<PAGE>

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

SECTION 504.  TRUSTEE MAY FILE PROOFS OF CLAIM.

              In case of any judicial proceeding relative to the Company (or any
other obligor upon the Securities), its property or its creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding.  In particular, the Trustee shall be authorized to collect and
receive any moneys, securities or other property payable or deliverable upon the
exchange of the Securities or upon any such claims and to distribute the same;
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

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


SECTION 505.  TRUSTEE MAY ENFORCE CLAIMS WITHOUT
              POSSESSION OF SECURITIES.

              All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding

                                      62
<PAGE>

relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders of the Securities in
respect of which such judgment has been recovered.

SECTION 506.  APPLICATION OF MONEY COLLECTED.

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

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

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

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


SECTION 507.  LIMITATION ON SUITS.

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

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

              (2)  the Holders of at least 25% in aggregate principal amount of
       the Outstanding Securities shall

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<PAGE>

       have made written request to the Trustee to institute proceedings in
       respect of such Event of Default in its own name as Trustee hereunder;

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

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

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

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


SECTION 508.  UNCONDITIONAL RIGHT OF HOLDERS
              TO RECEIVE PRINCIPAL, PREMIUM
              AND INTEREST.

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


SECTION 509.  RESTORATION OF RIGHTS AND REMEDIES.

              If the Trustee or any Holder has instituted any

                                      64
<PAGE>

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

SECTION 510.  RIGHTS AND REMEDIES CUMULATIVE.

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


SECTION 511.  DELAY OR OMISSION NOT WAIVER.

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


SECTION 512.  CONTROL BY HOLDERS.

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

                                      65
<PAGE>

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

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

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


SECTION 513.  WAIVER OF PAST DEFAULTS.

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

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

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

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

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


SECTION 514.  UNDERTAKING FOR COSTS.

              In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the

                                      66
<PAGE>

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

SECTION 515.  WAIVER OF STAY OR EXTENSION LAWS.

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


                                     ARTICLE SIX

                                     The Trustee

SECTION 601.  CERTAIN DUTIES AND RESPONSIBILITIES.

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


SECTION 602.  NOTICE OF DEFAULTS.

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<PAGE>


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


SECTION 603.  CERTAIN RIGHTS OF TRUSTEE.

              Subject to the provisions of Section 601:

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

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

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

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

              (e)  the Trustee shall be under no obligation to exercise any of
       the rights or powers vested in it by this Indenture at the request or
       direction of any of the Holders pursuant to this Indenture, unless such
       Holders shall have offered to the Trustee reasonable

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<PAGE>

       security or indemnity against the costs, expenses and liabilities
       which might be incurred by it in compliance with such request or
       direction reasonably satisfactory to the Trustee;

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

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

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


SECTION 604.  NOT RESPONSIBLE FOR RECITALS
              OR ISSUANCE OF SECURITIES.

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


SECTION 605.  MAY HOLD SECURITIES.

              The Trustee, any Paying Agent, any Security Registrar (if other
than the Trustee) or any other agent of the Company, in its individual or any
other capacity, may

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<PAGE>

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

SECTION 606.  MONEY HELD IN TRUST.

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


SECTION 607.  COMPENSATION AND REIMBURSEMENT.

              The Company agrees

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

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

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

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<PAGE>

       removal of the Trustee.

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

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


SECTION 608.  DISQUALIFICATION; CONFLICTING INTERESTS.

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


SECTION 609.  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

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


SECTION 610.  RESIGNATION AND REMOVAL; APPOINTMENT

                                       71
<PAGE>

              OF SUCCESSOR.

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

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

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

              (d)  If at any time:

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

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

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

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

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<PAGE>

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

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


SECTION 611.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

              No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee

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<PAGE>

shall be qualified and eligible under this Article.

SECTION 612.  MERGER, CONVERSION, CONSOLIDATION
              OR SUCCESSION TO BUSINESS.

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


SECTION 613.  PREFERENTIAL COLLECTION OF CLAIMS
              AGAINST THE COMPANY.

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


SECTION 614.  APPOINTMENT OF AUTHENTICATING AGENT.

              The Trustee may appoint an Authenticating Agent or Agents with
respect to the Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities issued upon original issue and upon exchange,
registration of transfer or partial redemption thereof or pursuant to
Section 306, and Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include

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<PAGE>

authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of not less than $50,000,000 and subject
to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

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

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

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<PAGE>

like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions
of this Section.

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

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

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

                                       United States Trust Company of New York,
                                                                     AS TRUSTEE

                                      By......................................,
                                                        AS AUTHENTICATING AGENT

                                      By.......................................
                                                           AUTHORIZED SIGNATORY



                                    ARTICLE SEVEN

                Holders' Lists and Reports by Trustee and the Company

SECTION 701.  COMPANY TO FURNISH TRUSTEE
              NAMES AND ADDRESSES OF HOLDERS.

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

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

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

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<PAGE>

       the time such list is furnished;

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


SECTION 702.  PRESERVATION OF INFORMATION;
              COMMUNICATIONS TO HOLDERS.

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

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

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


SECTION 703.  REPORTS BY TRUSTEE.

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

              (b)  A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange upon
which the Securities are listed, with the Commission and with the Company.  The
Company will notify the Trustee when the Securities are listed on any stock
exchange.


SECTION 704.  REPORTS BY COMPANY.

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<PAGE>

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


                                 ARTICLE EIGHT

                          Merger, Consolidation, Etc.

SECTION 801.  MERGERS, CONSOLIDATIONS AND CERTAIN
              SALES OF ASSETS.

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

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

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

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to the period subsequent to the effective time of such transaction, and the
Company (before giving effect to such transaction) shall be deemed to be the
"Company" for such purposes for all prior periods.

SECTION 802.  SUCCESSOR SUBSTITUTED.

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

                                     ARTICLE NINE

                               Supplemental Indentures

SECTION 901.  SUPPLEMENTAL INDENTURES
              WITHOUT CONSENT OF HOLDERS.

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

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

              (2)  to add to the covenants of the Company for the benefit of the
       Holders, or to surrender any right or power herein conferred upon the
       Company; or

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

              (4)  to modify, eliminate or add to the provisions

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<PAGE>

       of this Indenture to such extent as shall be necessary to comply with
       any requirement of the Commission in order to maintain the
       qualification of this Indenture under the Trust Indenture Act;

              (5)  to cure any ambiguity, to correct or supplement any provision
       herein which may be inconsistent with any other provision herein, or to
       make any other provisions with respect to matters or questions arising
       under this Indenture which shall not be inconsistent with the provisions
       of this Indenture, PROVIDED that such action pursuant to this Clause (5)
       shall not adversely affect the legal rights of the Holders; or

              (6)  to provide for uncertificated Securities in addition to or in
       place of certificated Securities.


SECTION 902.  SUPPLEMENTAL INDENTURES
              WITH CONSENT OF HOLDERS.

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

              (1)  change the Stated Maturity of the principal of, or any
       installment of interest on, any Security, or reduce the principal amount
       thereof or the rate of interest thereon or any premium payable thereon,
       or change the place of payment where, or the coin or currency in which,
       any Security or any premium or interest thereon is payable, or impair the
       right to institute suit for the enforcement of any such payment on or
       after the Stated Maturity thereof (or, in the case of redemption, on or
       after the Redemption Date) or, in the case of an Offer to Purchase which
       has been made, on or after the applicable Purchase Date, or

              (2)  reduce the percentage in principal amount of

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<PAGE>

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

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

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

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


SECTION 903.  EXECUTION OF SUPPLEMENTAL INDENTURES.

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


SECTION 904.  EFFECT OF SUPPLEMENTAL INDENTURES.

              Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and
every Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.

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SECTION 905.  CONFORMITY WITH TRUST INDENTURE ACT.

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


SECTION 906.  REFERENCE IN SECURITIES
              TO SUPPLEMENTAL INDENTURES.

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


                                  ARTICLE TEN

                                   Covenants

SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND
              INTEREST.

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


SECTION 1002.  MAINTENANCE OF OFFICE OR AGENCY.

              The Company will maintain in the Borough of Manhattan, The City of
New York, New York, an office or agency where Securities may be presented or
surrendered for payment, where Securities may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served.  The Company will
give prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency.  If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the

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<PAGE>

Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee,
and the Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

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


SECTION 1003. MONEY FOR SECURITY
              PAYMENTS TO BE HELD IN TRUST.

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

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

              The Company will cause each Paying Agent other

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<PAGE>

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

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

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

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

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

              The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay,
or by Company Order direct any Paying Agent to pay, to the Trustee all sums
held in trust by the Company or such Paying Agent, such sums to be held by
the Trustee upon the same trusts as those upon which such sums were held by
the Company or such Paying Agent; and, upon such payment by any Paying Agent
to the Trustee, such Paying Agent shall be released from all further
liability with respect to such money.

              Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of (and premium,
if any) or interest on any Security and remaining unclaimed for two years after
such principal (and premium, if any) or interest has become due and payable
shall be paid to the Company on the Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee

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<PAGE>

thereof, shall thereupon cease; PROVIDED, HOWEVER, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a newspaper published
in the English language, customarily published on each Business Day and of
general circulation in the Borough of Manhattan, The City of New York, New
York, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be
repaid to the Company.

SECTION 1004.  EXISTENCE.

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

SECTION 1005.  MAINTENANCE OF PROPERTIES AND INSURANCE.

              The Company will cause all properties used or useful in the
conduct of its business or the business of any Subsidiary, to be maintained
and kept in good condition, repair and working order and supplied with all
necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all
times; PROVIDED, HOWEVER, that nothing in this Section shall prevent the
Company from discontinuing the operation or maintenance of any of such
properties if such discontinuance is, as determined in the good faith
judgment of the Board of Directors evidenced by a Board Resolution, desirable
in the conduct of its business or, in the case of the Company, the business
of any Subsidiary, and not disadvantageous in any material respect to the
Holders.

              The Company shall, and shall cause the Subsidiaries of the
Company to, keep at all times all of their properties which are of an
insurable nature insured against loss or damage with insurers believed by the
Company

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<PAGE>

to be responsible to the extent that property of similar character is usually
so insured by corporations similarly situated and owning like properties in
accordance with good business practice.

SECTION 1006.  PAYMENT OF TAXES AND OTHER CLAIMS.

               The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent,

       (1) all taxes, assessments and governmental charges levied or imposed
upon the Company or any Subsidiaries of the Company or upon the income,
profits or property of the Company or any Subsidiaries, and

       (2) all lawful claims for labor, materials and supplies which, if
unpaid, might by law become a lien upon the property of the Company or any
Subsidiaries of the Company; PROVIDED, HOWEVER, that the Company shall not be
required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being
contested in good faith by appropriate proceedings.

SECTION 1007.  LIMITATION ON CONSOLIDATED DEBT.

              The Company may not, and may not permit any Restricted Subsidiary
of the Company to, Incur any Debt unless either:

       (a) the ratio of:

              (i) the aggregate consolidated principal amount of Debt of the
Company outstanding as of the most recent available quarterly or annual
balance sheet, after giving pro forma effect to the Incurrence of such Debt
and any other Debt Incurred since such balance sheet date and the receipt and
application of the proceeds thereof

       to

              (ii) Consolidated Cash Flow Available for Fixed Charges for the
four full fiscal quarters next preceding the Incurrence of such Debt for
which consolidated financial statements are available, determined on a pro
forma basis as if

                     (x) any such Debt had been Incurred and the proceeds
thereof had been applied at the beginning of such

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<PAGE>

four fiscal quarters;

                     (y) the net income (or loss) for such period of any
Person or related to any assets disposed of by the Company or a Restricted
Subsidiary of the Company prior to the end of such period had been excluded
from Consolidated Net Income; and

                     (z) the net income (or loss) for such period of any
Person or related to any assets acquired by the Company or any Restricted
Subsidiary prior to the end of such period had been included in Consolidated
Net Income,

would be less than 5.5 to 1 for such four-quarter periods ending on or prior
to December 31, 1999 and 5.0 to 1 for such periods ending thereafter;

or

       (b) the Company's Consolidated Capital Ratio as of the most recent
available quarterly or annual balance sheet, after giving pro forma effect to
the Incurrence of such Debt, any issuance of Capital Stock (other than
Disqualified Stock) since such balance sheet date, any increase in paid
in-capital (other than in respect of Disqualified Stock) since such balance
sheet date and the Incurrence of any other Debt since such balance sheet date
and the receipt and application of the proceeds thereof, is less than 2.0 to
1.

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

       (i)  Debt under any one or more Bank Credit Agreements or Vendor
       Financing Facilities in an aggregate principal amount at any one time
       not to exceed the greater of:

              (x) $250 million and

              (y) 85% of the Eligible Receivables, and any renewal,
extension, refinancing or refunding thereof in an amount which, together with
any principal amount remaining outstanding or available under all Bank Credit
Agreements and Vendor Financing Facilities of the Company and its Restricted
Subsidiaries, plus the amount of any premium required to be paid in
connection with such refinancing pursuant to the terms of any Bank Credit
Agreement so refinanced plus the amount of expenses incurred in connection
with such refinancing, does not exceed the aggregate principal amount
outstanding or available under

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<PAGE>

all such Bank Credit Agreements and Vendor Financing Facilities of the
Company and its Restricted Subsidiaries immediately prior to such renewal,
extension, refinancing or refunding;

       (ii)  Purchase Money Debt Incurred to finance the construction,
       acquisition or improvement of Telecommunications Assets, PROVIDED that
       the net proceeds of such Purchase Money Debt do not exceed 100% of the
       cost of construction, acquisition or improvement price of the
       applicable Telecommunications Assets;

       (iii)  Debt owed by the Company to any Restricted Subsidiary of the
       Company or Debt owed by a Restricted Subsidiary of the Company to the
       Company or a Restricted Subsidiary of the Company; PROVIDED, HOWEVER,
       that upon either

              (x) the transfer or other disposition by such Restricted
Subsidiary or the Company of any Debt so permitted to a Person other than the
Company or another Restricted Subsidiary of the Company or

              (y) the issuance (other than directors' qualifying shares),
sale, lease, transfer or other disposition of shares of Capital Stock
(including by consolidation or merger) of such Restricted Subsidiary as a
result of which the obligor of such Debt ceases to be a Restricted
Subsidiary, the provisions of this clause (iii) shall no longer be applicable
to such Debt and such Debt shall be deemed to have been Incurred at the time
of such transfer or other disposition;

       (iv)  Debt Incurred to renew, extend, refinance or refund (each, a
       "refinancing") Debt outstanding at the date of this Indenture or
       Incurred pursuant to the preceding paragraph or clause (ii) of this
       paragraph or the Securities in an aggregate principal amount not to
       exceed the aggregate principal amount of and accrued interest on the
       Debt so refinanced plus the amount of any premium required to be paid
       in connection with such refinancing pursuant to the terms of the Debt
       so refinanced or the amount of any premium reasonably determined by
       the Company as necessary to accomplish such refinancing by means of a
       tender offer or privately negotiated repurchase, plus the amount of
       expenses of the Company incurred in connection with such refinancing;
       PROVIDED, HOWEVER, that Debt the proceeds of which are used to
       refinance the Securities or Debt which is PARI PASSU to the Securities
       or debt which is subordinate in right of payment to the

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<PAGE>


       Securities shall only be permitted if:

              (A) in the case of any refinancing of the Securities or Debt which
is PARI PASSU to the Securities, the refinancing Debt is made PARI PASSU to the
Securities or subordinated to the Securities, and, in the case of any
refinancing of Debt which is subordinated to the Securities, the refinancing
Debt constitutes Subordinated Debt and

              (B) in either case, the refinancing Debt by its terms, or by the
terms of any agreement or instrument pursuant to which such Debt is issued,

                     (x) does not provide for payments of principal of such
Debt at the stated maturity thereof or by way of a sinking fund applicable
thereto or by way of any mandatory redemption, defeasance, retirement or
repurchase thereof by the Company (including any redemption, retirement or
repurchase which is contingent upon events or circumstances, but excluding
any retirement required by virtue of acceleration of such Debt upon any event
of default thereunder), in each case prior to the time the same are required
by the terms of the Debt being refinanced and
              (y) does not permit redemption or other retirement (including
pursuant to an offer to purchase made by the Company) of such Debt at the
option of the holder thereof prior to the final stated maturity of the Debt
being refinanced, other than a redemption or other retirement at the option
of the holder of such Debt (including pursuant to an offer to purchase made
by the Company) which is conditioned upon a change substantially similar to
the provisions of Section 1016 or which is pursuant to provisions
substantially similar to the provisions of Section 1013;

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

       (vi)  Debt outstanding under the Securities;

       (vii)  Subordinated Debt invested by:

              (a) a group of employees of the Company, which includes the Chief
Executive Officer of the Company, who own, directly or indirectly, through an
employee stock ownership plan or arrangement, shares of the Company's Capital
Stock or

              (b) any other Person that controls the Company

                     (i) on the Issue Date or

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<PAGE>


                     (ii) after a Change of Control, PROVIDED that the Company
is not in default with respect to its obligations under Section 1016;

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

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

              For purposes of determining compliance with this Section 1007,
in the event that an item of Debt meets the criteria of more than one of the
types of Debt the Company is permitted to incur pursuant to the foregoing
clauses (i) through (ix) or the first paragraph of this Section 1007, the
Company shall have the right, in its sole discretion, to classify such item
of Debt and shall only be required to include the amount and type of such
Debt under the clause or paragraph permitting the Debt as so classified.  The
determination of any particular amount of Debt under such covenant shall be
made without duplication for Guarantees or Liens supporting Debt otherwise
included in the determination of a particular amount.

SECTION 1008.  LIMITATION ON DEBT AND PREFERRED STOCK
               OF RESTRICTED SUBSIDIARIES.

              The Company may not permit any Restricted Subsidiary of the
Company (other than a Restricted Subsidiary that has fully and unconditionally
Guaranteed the Securities on an unsubordinated basis) to Incur or suffer to
exist any Debt or issue any Preferred Stock except:

       (i)  Debt or Preferred Stock outstanding on the date of this Indenture
       after giving effect to the application of the proceeds of the
       Securities;

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<PAGE>


       (ii)  Debt Incurred or Preferred Stock issued to and held by the
       Company or a Restricted Subsidiary of the Company (provided that such
       Debt or Preferred Stock is at all times held by the Company or a
       Restricted Subsidiary of the Company);

       (iii)  Debt Incurred or Preferred Stock issued by a Person prior to
       the time:

              (A) such Person became a Restricted Subsidiary of the Company,

              (B) such Person merges into or consolidates with a Restricted
Subsidiary of the Company or

              (C) another Restricted Subsidiary of the Company merges into or
consolidates with such Person (in a transaction in which such Person becomes a
Restricted Subsidiary of the Company), which Debt or Preferred Stock was not
Incurred or issued in anticipation of such transaction and was outstanding prior
to such transaction;

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

       (v)  Debt or Preferred Stock of a Joint Venture;

       (vi)  Debt under any one or more Bank Credit Agreements or Vendor
       Financing Facilities (and renewals, extensions, refinancings or
       refundings thereof) which is permitted to be outstanding under clause
       (i) of Section 1007;

       (vii)  Debt consisting of Guarantees of the Securities;

       (viii)  Debt or Preferred Stock which is exchanged for, or the
       proceeds of which are used to refinance, refund or redeem, any Debt or
       Preferred Stock permitted to be outstanding pursuant to clauses (i),
       (iii) and (ix) hereof (or any extension or renewal thereof) (for
       purposes hereof, a "refinancing"), in an aggregate principal amount,
       in the case of Debt, or with an aggregate liquidation preference, in
       the case of Preferred Stock, not to exceed the aggregate principal
       amount of the Debt so refinanced or the aggregate liquidation
       preference of the Preferred Stock so refinanced, plus the amount of
       any premium required to be paid in connection with such refinancing
       pursuant to the terms of the Debt or Preferred Stock so refinanced or
       the amount of any premium reasonably determined by

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<PAGE>

       the Company as necessary to accomplish such refinancing by means of a
       tender offer or privately negotiated repurchase, plus the amount of
       expenses of the Company and the Restricted Subsidiary incurred in
       connection therewith and provided the Debt or Preferred Stock incurred
       or issued upon such refinancing by its terms, or by the terms of any
       agreement or instrument pursuant to which such Debt or Preferred Stock
       is Incurred or issued,

              (x) does not provide for payments of principal or liquidation
value at the stated maturity of such Debt or Preferred Stock or by way of a
sinking fund applicable to such Debt or Preferred Stock or by way of any
mandatory redemption, defeasance, retirement or repurchase of such Debt or
Preferred Stock by the Company or any Restricted Subsidiary of the Company
(including any redemption, retirement or repurchase which is contingent upon
events or circumstances, but excluding any retirement required by virtue of
acceleration of such Debt upon an event of default thereunder), in each case
prior to the time the same are required by the terms of the Debt or Preferred
Stock being refinanced and

              (y) does not permit redemption or other retirement (including
pursuant to an offer to purchase made by the Company or a Restricted Subsidiary
of the Company) of such Debt or Preferred Stock at the option of the holder
thereof prior to the stated maturity of the Debt or Preferred Stock being
refinanced, other than a redemption or other retirement at the option of the
holder of such Debt or Preferred Stock (including pursuant to an offer to
purchase made by the Company or a Restricted Subsidiary of the Company) which is
conditioned upon the change of control of the Company pursuant to provisions
substantially similar to the provisions of Section 1016 or which is pursuant to
provisions substantially similar to the provisions of Section 1013, and
PROVIDED, FURTHER, that in the case of any exchange or redemption of Preferred
Stock of a Restricted Subsidiary of the Company, such Preferred Stock may only
be exchanged for or redeemed with Preferred Stock of such Restricted Subsidiary;

       (ix)  Purchase Money Debt Incurred to finance the construction,
       acquisition or improvement of Telecommunications Assets, PROVIDED that
       the net proceeds of such Purchase Money Debt do not exceed 100% of the
       cost of construction, acquisition or improvement price of the
       applicable Telecommunications Assets; and

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<PAGE>


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

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

       For purposes of determining compliance with this Section 1008, in the
event that an item of Debt meets the criteria of more than one of the types of
Debt a Restricted Subsidiary of the Company is permitted to incur pursuant to
the foregoing clauses (i) through (xi), the Company shall have the right, in its
sole discretion, to classify such item of Debt and shall be only required to
include the amount and type of such Debt under the clause permitting the Debt as
so classified.  The determination of any particular amount of Debt under such
covenant shall be made without duplication for Guarantees or Liens supporting
Debt otherwise included in the determination of a particular amount.


SECTION 1009.  LIMITATION ON RESTRICTED PAYMENTS.

              The Company:

       (i) may not, directly or indirectly, declare or pay any dividend, or make
any distribution, in respect of its Capital Stock or to the holders thereof (in
their capacity as such), excluding any dividends or distributions payable solely
in shares of its Capital Stock (other than Disqualified Stock) or in options,
warrants or other rights to acquire its Capital Stock (other than Disqualified
Stock);

       (ii) may not, and may not permit any Restricted Subsidiary to, purchase,
redeem, or otherwise retire or acquire for value:

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<PAGE>


              (a) any Capital Stock of the Company or any Related Person of the
Company;

       or

              (b) any options, warrants or rights to purchase or acquire shares
of Capital Stock of the Company or any Related Person of the Company or any
securities convertible or exchangeable into shares of Capital Stock of the
Company or any Related Person of the Company;

       (iii) may not make, or permit any Restricted Subsidiary to make, any
Investment in, or payment on a Guarantee of any obligation of, any Person, other
than the Company or a Restricted Subsidiary of the Company, except for Permitted
Investments; and

       (iv) may not, and may not permit any Restricted Subsidiary to, redeem,
defease, repurchase, retire or otherwise acquire or retire for value, prior to
any scheduled maturity, repayment or sinking fund payment, Debt of the Company
which is subordinate in right of payment to the Securities (each of clauses (i)
through (iv) being a "Restricted Payment")

       if:

              (1) a Default or an Event of Default shall have occurred and is
continuing; or

              (2) upon giving effect to such Restricted Payment, the Company
could not Incur at least $1.00 of additional Debt pursuant to the provisions of
the first paragraph of Section 1007; or

              (3) upon giving effect to such Restricted Payment, the aggregate
of all Restricted Payments from April 25, 1996 exceeds the sum of:

                     (a) 50% of cumulative Consolidated Net Income (or, in the
case Consolidated Net Income shall be negative, less 100% of such deficit) since
the end of the last full fiscal quarter prior to April 25, 1996 through the last
day of the last full fiscal quarter ending immediately preceding the date of
such Restricted Payment; plus

                     (b) $5 million; plus

                     (c) 100% of the net reduction in Investments in any
Unrestricted Subsidiary since the end of the last

                                      95
<PAGE>


full fiscal quarter prior to April 25, 1996 resulting from payments of
interest on Debt, dividends, repayments of loans or advances, or other
transfers of assets, in each case to the Company or any Restricted Subsidiary
of the Company from such Unrestricted Subsidiary (except to the extent that
any such payment is included in the calculation of Consolidated Net Income)
or from redesignations of Unrestricted Subsidiaries as Restricted
Subsidiaries; PROVIDED that the amount included in this clause (c) shall not
exceed the amount of Investments previously made by the Company and its
Restricted Subsidiaries in such Unrestricted Subsidiary; PROVIDED, FURTHER,
that the Company or a Restricted Subsidiary of the Company may make any
Restricted Payment with the aggregate net proceeds received after April 25,
1996, including the fair value of property other than cash (determined in
good faith by the Board of Directors, as conclusively evidenced by a Board
Resolution filed with the Trustee), as capital contributions to the Company
or from the issuance (other than to a Restricted Subsidiary) of Capital Stock
(other than Disqualified Stock) of the Company and warrants, rights or
options on Capital Stock (other than Disqualified Stock) of the Company and
the principal amount of Debt of the Company that has been converted into
Capital Stock (other than Disqualified Stock and other than by a Restricted
Subsidiary) of the Company after April 25, 1996.

              Notwithstanding the foregoing, the Company may

       (i) pay any dividend on Capital Stock of any class within 60 days after
the declaration thereof if, on the date when the dividend was declared, the
Company could have paid such dividend in accordance with the foregoing
provisions;

       (ii) repurchase any shares of its Common Equity or options to acquire its
Common Equity from Persons who were formerly officers or employees of the
Company, PROVIDED that the aggregate amount of all such repurchases made
pursuant to this clause (ii) shall not exceed $2 million, plus the aggregate
cash proceeds received by the Company since April 25, 1996 from issuances of its
Common Equity or options to acquire its Common Equity to members, officers,
managers, directors and employees of the Company or any of its Subsidiaries;

       (iii) the Company and its Restricted Subsidiaries may refinance any Debt
otherwise permitted by clause (iv) of the second paragraph of Section 1007; and
(iv) the Company and its Restricted Subsidiaries may retire or repurchase any
Capital Stock or Subordinated Debt of the Company in exchange for, or out of the
proceeds of the substantially concurrent sale (other than to a Restricted
Subsidiary of

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the Company) of, Capital Stock (other than Disqualified Stock) of the
Company. If the Company makes a Restricted Payment which, at the time of the
making of such Restricted Payment, would in the good faith determination of
the Company be permitted under this Indenture, such Restricted Payment shall
be deemed to have been made in compliance with this Indenture notwithstanding
any subsequent adjustments made in good faith to the Company financial
statements affecting Consolidated Net Income for any period.

       In determining the aggregate amount expended or available for Restricted
Payments in accordance with clause (3) of the first paragraph above,

       (1) no amounts expended under clauses (iii) or (iv) of the immediately
preceding paragraph shall be included,

       (2) 100% of the amounts expended under clauses (i) and (ii) of the
immediately preceding paragraph shall be included, and

       (3) no amount shall be credited in respect of issuances of Capital Stock
in transactions under clause (iv) of the immediately preceding paragraph.

SECTION 1010. LIMITATION ON DIVIDEND AND OTHER
              PAYMENT RESTRICTIONS AFFECTING
              RESTRICTED SUBSIDIARIES.

              The Company may not, and may not permit any Restricted Subsidiary
to, directly or indirectly, create or otherwise cause or suffer to exist or
become effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary of the Company

       (i) to pay dividends (in cash or otherwise) or make any other
distributions in respect of its Capital Stock owned by the Company or any other
Restricted Subsidiary of the Company or pay any Debt or other obligation owed to
the Company or any other Restricted Subsidiary;

       (ii) to make loans or advances to the Company or any other Restricted
Subsidiary; or

       (iii) to transfer any of its property or assets to the Company or any
other Restricted Subsidiary.

Notwithstanding the foregoing, the Company may, and may permit any Restricted
Subsidiary to, suffer to exist any such encumbrance or restriction:

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<PAGE>


              (a) pursuant to any agreement in effect on the Issue Date;

              (b) pursuant to an agreement relating to any Acquired Debt, which
encumbrance or restriction is not applicable to any Person, or the properties or
assets of any Person, other than the Person so acquired and its Subsidiaries;

              (c) pursuant to any one or more Bank Credit Agreements or Vendor
Financing Facilities (and renewals, extensions, refinancings or refundings
thereof) which is permitted to be outstanding under clause (i) or (ii) of
Section 1007 or clause (vi) or (ix) of Section 1008, PROVIDED that such
restriction is consistent with, and not materially more restrictive (as
conclusively determined in good faith by the Chief Financial Officer of the
Company), taken as a whole, than, comparable provisions included in similar
agreements or facilities extended to comparable credits engaged in the
Telecommunications Business and PROVIDED FURTHER that, in the case of any such
Bank Credit Agreement or Vendor Financing Facility entered into by a Restricted
Subsidiary under clause (ii) of Section 1007 or clause (ix) of Section 1008,
such encumbrances or restrictions do not prohibit dividends, distributions,
loans or advances by such Restricted Subsidiary to the Company or another
Restricted Subsidiary to the extent that the failure to make such distribution,
loan or advance would result in the Company defaulting in the payment of
principal or interest on its indebtedness;

       (d)  pursuant to an agreement effecting a renewal, refunding or extension
of Debt Incurred pursuant to an agreement referred to in clause (a) or (b) above
or (e) below, PROVIDED, HOWEVER, that the provisions contained in such renewal,
refunding or extension agreement relating to such encumbrance or restriction are
not materially more restrictive (as conclusively determined in good faith by the
Chief Financial Officer of the Company), taken as a whole, than the provisions
contained in the agreement the subject thereof;

       (e) in the case of clause (iii) above, restrictions contained in any
security agreement (including a Capital Lease Obligation) securing Debt of the
Company or a Restricted Subsidiary otherwise permitted under this Indenture, but
only to the extent such restrictions restrict the transfer of the property
subject to such security agreement;

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<PAGE>


       (f) in the case of clause (iii) above, customary nonassignment provisions
entered into in the ordinary course of business in leases and other agreements;

       (g) any restriction with respect to a Restricted Subsidiary of the
Company imposed pursuant to an agreement which has been entered into for the
sale or disposition of all or substantially all of the Capital Stock or assets
of such Restricted Subsidiary, provided that consummation of such transaction
would not result in a Default or an Event of Default, that such restriction
terminates if such transaction is not consummated and that such consummation or
abandonment of such transaction occurs within one year of the date such
agreement was entered into;

       (h) pursuant to applicable law or regulations;

       (i) pursuant to this Indenture and the Securities; or

       (j) any restriction on the sale or other disposition of assets or
property securing Debt as a result of a Permitted Lien on such assets or
property.


SECTION 1011.  LIMITATION ON LIENS.

              The Company may not, and may not permit any Restricted Subsidiary
of the Company to, Incur or suffer to exist any Lien on or with respect to any
property or assets now owned or hereafter acquired to secure any Debt without
making, or causing such Restricted Subsidiary to make, effective provision for
securing the Securities:

       (x) equally and ratably with (or prior to) such Debt as to such property
for so long as such Debt will be so secured or

       (y) in the event such Debt is Debt of the Company which is subordinate in
right of payment to the Securities, prior to such Debt as to such property for
so long as such Debt will be so secured.

The foregoing restrictions shall not apply to:

       (i) Liens existing on the Issue Date and securing Debt outstanding on the
Issue Date or securing the Securities or Liens securing Debt Incurred pursuant
to any Bank Credit Agreement or Vendor Financing Facility (whether or not such
Bank Credit Agreement or Vendor Financing Facility was

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<PAGE>


outstanding on the Issue Date);

       (ii) Liens securing Debt in an amount which, together with the aggregate
amount of Debt then outstanding or available under the Bank Credit Agreement and
Vendor Financing Facility (or under refinancings or amendments of such
agreements), does not exceed 1.5 times the Company's Consolidated Cash Flow
Available for Fixed Charges for the four full fiscal quarters preceding the
Incurrence of such Lien for which consolidated financial statements are
available, determined on a pro forma basis as if such Debt had been Incurred and
the proceeds thereof had been applied at the beginning of such four fiscal
quarters;

       (iii) Liens in favor of the Company or any Wholly-Owned Restricted
Subsidiary of the Company;

       (iv) Liens on real or personal property of the Company or a Restricted
Subsidiary of the Company acquired, constructed or constituting improvements
made after the Issue Date to secure Purchase Money Debt which is Incurred for
the construction, acquisition and improvement of Telecommunications Assets and
is otherwise permitted under this Indenture, PROVIDED, HOWEVER, that

              (a) the net proceeds of any Debt secured by such a Lien does not
exceed 100% of such purchase price or cost of construction or improvement of the
property subject to such Lien,

              (b) such Lien attaches to such property prior to, at the time of
or within 180 days after the acquisition, completion of construction or
commencement of operation of such property and

              (c) such Lien does not extend to or cover any property other than
the property (or identifiable portions thereof) acquired, constructed or
constituting the improvements made with the proceeds of such Purchase Money Debt
(it being understood and agreed that all Debt owed to any single lender or group
of lenders or outstanding under any single credit facility shall be considered a
single Purchase Money Debt, whether drawn at one time or from time to time);

       (v) Liens to secure Acquired Debt, PROVIDED, HOWEVER, that

              (a) such Lien attaches to the acquired asset prior to the time of
the acquisition of such asset and

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<PAGE>


              (b) such Lien does not extend to or cover any other asset;

       (vi) Liens to secure Debt Incurred to extend, renew, refinance or refund
(or successive extensions, renewals, refinancings or refundings), in whole or in
part, Debt secured by any Lien referred to in the foregoing clauses (i), (ii),
(iv) and (v) so long as such Lien does not extend to any other property and the
principal amount of Debt so secured is not increased except as otherwise
permitted under clause (iv) of Section 1007;

       (vii) Liens securing Debt not otherwise permitted by the foregoing
clauses (i) through (vi) in an amount not to exceed 5% of the Company's
Consolidated Tangible Assets determined as of the most recent available
quarterly or annual balance sheet; and

       (viii) Permitted Liens.


SECTION 1012. LIMITATION ON SALE AND LEASEBACK TRANSACTIONS.


              The Company may not, and may not permit any Restricted Subsidiary
to, enter into any Sale and Leaseback Transaction unless

       (i) the Company or such Restricted Subsidiary would be entitled to Incur
a Lien to secure Debt by reason of the provisions of Section 1011, equal in
amount to the Attributable Value of the Sale and Leaseback Transaction without
equally and ratably securing the Securities; or

       (ii) the Sale and Leaseback Transaction is treated as an Asset
Disposition and all of the conditions of Section 1013 (including the provisions
concerning the application of Net Available Proceeds) are satisfied with respect
to such Sale and Leaseback Transaction, treating all of the consideration
received in such Sale and Leaseback Transaction in the same manner as
consideration in respect of an Asset Disposition for purposes of such covenant.


SECTION 1013.  LIMITATION ON ASSET DISPOSITIONS.

              (a)    The Company may not, and may not permit any Restricted
Subsidiary to, make any Asset Disposition in one or more related transactions
occurring within any 12-month

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<PAGE>

period unless:

       (i) the Company or the Restricted Subsidiary, as the case may be,
receives consideration for such disposition at least equal to the fair market
value for the assets sold or disposed of as determined by the Board of Directors
in good faith and evidenced by a Board Resolution filed with the Trustee, which
determination shall be conclusive;

       (ii) at least 75% of the consideration for such disposition consists of:

              (1) cash or readily marketable cash equivalents or the assumption
of Debt or other obligations of the Company (other than Debt that is
subordinated to the Securities) or of the Restricted Subsidiary and release from
all liability on the Debt or other obligations assumed;

              (2) Telecommunications Assets; or

              (3) shares of publicly-traded Voting Stock of any Person engaged
in the Telecommunications Business in the United States; and (iii) all Net
Available Proceeds, less any amounts invested in Telecommunications Assets
(within 180 days prior to and 360 days following such disposition), are applied
within 360 days of such disposition

                     (1) first, to the permanent repayment or reduction of Debt
then outstanding under any Bank Credit Agreement or Vendor Financing Facility,
to the extent such agreements would require such application or prohibit
payments pursuant to clause (2) following,

                     (2) second, to the extent of remaining Net Available
Proceeds, to make an Offer to Purchase outstanding Securities at 100% of their
Accreted Value (if such Offer to Purchase is made on or before June 1, 2004) or
100% of their principal amount plus accrued interest to the date of purchase (if
such Offer to Purchase is made thereafter) and, to the extent required by the
terms thereof, any other Debt of the Company that is PARI PASSU with the
Securities at a price no greater than 100% of the principal amount thereof plus
accrued interest to the date of purchase (or 100% of the accreted value in the
case of original issue discount Debt) and

                     (3) third, to the extent of any remaining Net Available
Proceeds following the completion of the Offer to Purchase, to the repayment of
other Debt of the Company or

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<PAGE>

Debt of a Restricted Subsidiary of the Company, to the extent permitted under
the terms thereof. To the extent any Net Available Proceeds remain after such
uses, the Company and its Restricted Subsidiaries may use such amounts for
any purposes not prohibited by this Indenture.

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

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

              (c)  Not later than the date of the Offer with respect to an Offer
to Purchase pursuant to this Section 1013, the Company shall deliver to the
Trustee an Officers' Certificate as to

       (i) the Purchase Amount,

       (ii) the allocation of the Net Available Proceeds from the Asset
Disposition pursuant to which such Offer is being made, including, if amounts
are invested in Telecommunication Assets, the amount of the assets acquired and

       (iii) the compliance of such allocation with the provisions of Section
1013(a).

              The Company and the Trustee shall perform their respective
obligations specified in the Offer for the Offer to Purchase.  On or prior to
the Purchase Date, the Company shall

       (i) accept for payment (on a pro rata basis, if necessary) Securities or
portions thereof tendered pursuant to the Offer,

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       (ii) deposit with the Paying Agent (or, if the Company is acting as its
own Paying Agent, segregate and hold in trust as provided in Section 1003) money
sufficient to pay the purchase price of all Securities or portions thereof so
accepted and

       (iii) deliver or cause to be delivered to the Trustee all Securities so
accepted together with an Officers' Certificate stating the Securities or
portions thereof accepted for payment by the Company.  The Paying Agent (or the
Company, if so acting) shall promptly mail or deliver to Holders of Securities
so accepted payment in an amount equal to the purchase price, and the Trustee
shall promptly authenticate and mail or deliver to such Holders a new Security
of like tenor equal in principal amount to any unpurchased portion of the
Security surrendered.  Any Security not accepted for payment shall be promptly
mailed or delivered by the Company to the Holder thereof.

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


SECTION 1014. LIMITATION ON ISSUANCES AND SALES OF CAPITAL STOCK OF RESTRICTED
              SUBSIDIARIES.

              The Company may not, and may not permit any Restricted Subsidiary
of the Company to, issue, transfer, convey, sell or otherwise dispose of any
shares of Capital Stock of a Restricted Subsidiary of the Company or securities
convertible or exchangeable into, or options, warrants, rights or any other
interest with respect to, Capital Stock of a Restricted Subsidiary of the
Company to any person other than the Company or a Wholly-Owned Restricted
Subsidiary of the Company except

       (i) in a transaction that complies with the provisions of Section 1013;

       (ii) if required, the issuance, transfer, conveyance, sale or other
disposition of directors' qualifying shares;

       (iii) in a transaction in which, or in connection with which, the Company
or a Restricted Subsidiary acquires at the same time sufficient Capital Stock of
such Restricted

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<PAGE>


Subsidiary to at least maintain the same percentage ownership interest it had
prior to such transaction;

       (iv) constituting the issuance of Preferred Stock permitted by the
provisions of Section 1008; and

       (v) Disqualified Stock issued in exchange for, or upon conversion of, or
the proceeds of the issuance of which are used to redeem, refinance, replace or
refund shares of Disqualified Stock of such Restricted Subsidiary, provided that
the amounts of the redemption obligations of such Disqualified Stock shall not
exceed the amounts of the redemption obligations of, and such Disqualified Stock
shall have redemption obligations no earlier than those required by, the
Disqualified Stock being exchanged, converted, redeemed, refinanced, replaced or
refunded.


SECTION 1015. TRANSACTIONS WITH AFFILIATES AND RELATED PERSONS.

              The Company may not, and may not permit any Restricted Subsidiary
of the Company to, enter into any transaction (or series of related
transactions) with an Affiliate or Related Person of the Company (other than the
Company or a Wholly-Owned Restricted Subsidiary of the Company), including any
Investment, but excluding transactions pursuant to employee compensation
arrangements approved by the Board of Directors, either directly or indirectly,
unless such transaction is on terms no less favorable to the Company or such
Restricted Subsidiary than those that could reasonably be obtained in a
comparable arm's-length transaction with an entity that is not an Affiliate or
Related Person and is in the best interests of such Company or such Restricted
Subsidiary. For any transaction that involves in excess of $1 million but less
than or equal to $15 million, the Chief Executive Officer of the Company shall
determine that the transaction satisfies the above criteria and shall evidence
such a determination by an Officer's Certificate filed with the Trustee.  For
any transaction that involves in excess of $15 million, the Company shall also
either

       (x) obtain the approval of the transaction from the Board of Directors
including a majority of the disinterested members of the Board of Directors or

       (y) obtain an opinion from a nationally recognized investment bank or
other expert with experience in appraising the terms and conditions, taken as a
whole, of

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<PAGE>


the type of transaction (or series of related transactions) for which the
opinion is required stating that such transaction (or series of related
transactions) is on terms and conditions, taken as a whole, no less favorable
to the Company or such Restricted Subsidiary than those that could be
obtained in a comparable arm's-length transaction with an entity that is not
an Affiliate or Related Person of the Company, which opinion shall be filed
with the Trustee. This covenant shall not apply to Investments by an
Affiliate or a Related Person of the Company in the Capital Stock (other than
Disqualified Stock) of the Company or any Restricted Subsidiary of the
Company.

SECTION 1016.  CHANGE OF CONTROL.

              (a)  Within 30 days of the occurrence of a Change of Control, the
Company will be required to make an Offer to Purchase all Outstanding Securities
at a purchase price equal to 101% of their Accreted Value (if such Offer to
Purchase is made on or prior to June 1, 2004) or 101% of their principal amount
plus accrued and unpaid interest to the date of purchase (if such Offer to
Purchase is consummated thereafter).

              (b)  The Company and Trustee shall perform their respective
obligations specified in the Offer for the Offer to Purchase.  On or prior to
the Purchase Date, the Company shall

       (i) accept for payment Securities or portions thereof tendered pursuant
to the Offer,

       (ii) deposit with the Paying Agent (or, if the Company is acting as its
own Paying Agent, segregate and hold in trust as provided in Section 1003) money
sufficient to pay the purchase price of all Securities or portions thereof so
accepted and

       (iii) deliver or cause to be delivered to the Trustee all Securities so
accepted together with an Officers' Certificate stating the Securities or
portions thereof accepted for payment by the Company.  The Paying Agent shall
promptly mail or deliver to Holders of Securities so accepted payment in an
amount equal to the purchase price, and the Trustee shall promptly authenticate
and mail or deliver to such Holders a new Security or Securities equal in
principal amount to any unpurchased portion of the Security surrendered as
requested by the Holder.  Any Security not accepted for payment shall be
promptly mailed

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<PAGE>


or delivered by the Company to the Holder thereof.

              (c)  A "Change of Control" will be deemed to have occurred at such
time as either

                     (a) any Person or any Persons acting together that would
constitute a "group" (a "Group") for purposes of Section 13(d) of the Exchange
Act, or any successor provision thereto (other than Eagle River, Mr. Craig O.
McCaw and their respective Affiliates or an underwriter engaged in a firm
commitment underwriting on behalf of the Company), shall beneficially own
(within the meaning of Rule 13d-3 under the Exchange Act, or any successor
provision thereto) more than 50% of the aggregate voting power of all classes of
Voting Stock of the Company; or

                     (b) neither Mr. Craig O. McCaw nor any person designated by
him to the Company as acting on his behalf shall be a director of the Company;
or

                     (c) during any period of two consecutive years, individuals
who at the beginning of such period constituted the Board of Directors (together
with any new directors whose election by the Board of Directors or whose
nomination for election by the shareholders of the Company was proposed by a
vote of a majority of the directors of the Company then still in office who were
either directors at the beginning of such period or whose election or nomination
for election was previously so approved) cease for any reason to constitute a
majority of the Board of Directors then in office.

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

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


SECTION 1017.  PROVISION OF FINANCIAL INFORMATION.

              The Company has agreed to file with the Trustee, within 15 days
after it files them with the Commission, copies of the SEC Reports. In the event
the Company shall cease to be required to file SEC Reports pursuant to the

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Exchange Act, the Company will nevertheless continue to file such reports
with the Commission (unless the Commission will not accept such a filing) and
the Trustee.  The Company will furnish copies of the SEC Reports to the
Holders of Securities at the time the Company is required to file the same
with the Trustee and will make such information available to investors who
request it in writing.

SECTION 1018.  STATEMENT BY OFFICERS AS TO DEFAULT.

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

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


SECTION 1019.  WAIVER OF CERTAIN COVENANTS.

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


SECTION 1020.  LIMITATION ON USE OF PROCEEDS.

              The Company will apply the net proceeds received

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from the issuance and sale of the Securities (the "Securities Net Proceeds")
toward the construction, improvement, and acquisition by the Company or one
or more Restricted Subsidiaries of the Company or Joint Ventures of
Telecommunications Assets of the Company, such Restricted Subsidiaries or
Joint Ventures (or will advance such net proceeds to such Restricted
Subsidiaries of the Company or Joint Ventures for such purpose); provided,
however, pending such application, the Securities Net Proceeds may be
invested in Marketable Securities.

                                 ARTICLE ELEVEN

                            Redemption of Securities

SECTION 1101.  RIGHT OF REDEMPTION.

              (a)  The Securities may be redeemed prior to June 1, 2004 only in
the event that on or before June 1, 2004 the Company receives net proceeds from
a sale of its Common Equity, in which case the Company may, at its option, use
all or a portion of any such net proceeds to redeem Securities in a principal
amount of up to an aggregate amount equal to 33 1/3% of the Accreted Value of
the Securities PROVIDED, HOWEVER, that Securities in an amount equal to at least
66 2/3% of the Accreted Value of the Notes remain outstanding after such
redemption.  Such redemption must occur on a Redemption Date within 90 days of
any such sale and upon not less than 30 nor more than 60 days' notice by mail to
each Holder of Securities to be redeemed at such Holder's address appearing in
the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at
a Redemption Price of 112.25% of the Accreted Value of the Securities, to but
excluding the Redemption Date.

              (b)  The Securities further may be redeemed, as a whole or in
part, at the election of the Company, at any time on or after June 1, 2004 and
prior to maturity, upon not less than 30 nor more than 60 days' notice by mail
to each Holder of Securities to be redeemed at such Holder's address appearing
in the Security Register, in amounts of $1,000 or an integral multiple of
$1,000, at the Redemption Prices specified in the form of Security hereinbefore
set forth, together with accrued and unpaid interest to, but excluding, the
Redemption Date (subject to the right of Holders of record on the relevant
Regular Record Date to receive interest due on an Interest Payment Date that is
on or prior to the Redemption Date).

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<PAGE>


SECTION 1102.  APPLICABILITY OF ARTICLE.

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


SECTION 1103.  ELECTION TO REDEEM; NOTICE TO TRUSTEE.

              The election of the Company to redeem any Securities pursuant to
Section 1101 shall be evidenced by Board Resolution.  In case of any redemption
at the election of the Company of less than all the Securities, the Company
shall, at least 60 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee in writing of such Redemption Date and of the principal amount of
Securities to be redeemed. In the case of any redemption of Securities prior to
the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, the Company shall furnish the
Trustee with an Officers' Certificate evidencing compliance with such
restriction.


SECTION 1104.  SECURITIES TO BE REDEEMED PRO RATA.

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

              The Trustee shall promptly notify the Company and each Security
Registrar (other than the Trustee) in writing of the Securities selected for
redemption and, in the case

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of any Securities selected for partial redemption, the principal amount
thereof to be redeemed.

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


SECTION 1105.  NOTICE OF REDEMPTION.

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

              All notices of redemption shall state:

              (1)  the Redemption Date,

              (2)  the Redemption Price,

              (3)  whether the redemption is being made pursuant to
       Section 1101(a) or (b) and, if being made pursuant to Section 1101(a), a
       brief statement setting forth the Company's right to effect such
       redemption and the Company's basis therefor,

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

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

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

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

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<PAGE>


       unredeemed portion of the Security,

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

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

              Notice of redemption of Securities to be redeemed at the election
of the Company shall be given by the Company or, if request is made to the
Trustee no less than 35 days prior to the Redemption Date, by the Trustee in the
name and at the expense of the Company.


SECTION 1106.  DEPOSIT OF REDEMPTION PRICE.

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


SECTION 1107.  SECURITIES PAYABLE ON REDEMPTION DATE.

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

              If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from

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<PAGE>


the Redemption Date at the rate provided by the Security.

SECTION 1108.  SECURITIES REDEEMED IN PART.

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


                                ARTICLE TWELVE

                      Defeasance and Covenant Defeasance

SECTION 1201.  COMPANY'S OPTION TO EFFECT DEFEASANCE OR
               COVENANT DEFEASANCE.

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


SECTION 1202.  DEFEASANCE AND DISCHARGE.

              Upon the Company's exercise of the option provided in Section 1201
applicable to this Section, the Company shall be deemed to have been discharged
from its obligations with respect to the Outstanding Securities on the date the
conditions set forth below are satisfied (hereinafter, "defeasance").  For this
purpose, such defeasance means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by the Outstanding Securities and
to have satisfied all its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of

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<PAGE>


the Company, shall execute proper instruments acknowledging the same), except
for the following which shall survive until otherwise terminated or
discharged hereunder:

       (A) the rights of Holders of Outstanding Securities to receive, solely
from the trust fund described in Section 1204 and as more fully set forth in
such Section, payments in respect of the principal of (and premium, if any) and
interest on such Securities when such payments are due,

       (B) the Company's obligations with respect to such Securities under
Sections 304, 305, 306, 1002 and 1003,

       (C) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and

       (D) this Article Twelve.  Subject to compliance with this Article Twelve,
the Company may exercise its option under this Section 1202 notwithstanding the
prior exercise of its option under Section 1203.


SECTION 1203.  COVENANT DEFEASANCE.

              Upon the Company's exercise of the option provided in Section 1201
applicable to this Section

       (i) the Company shall be released from its obligations under Sections
1005 through 1017, inclusive, and Clauses (3) and (4) of Section 801,

       (ii) the occurrence of an event specified in Sections 501(3), 501(4)
(with respect to Clauses (3) and (4)  of Section 801), and 501 (5) (with respect
to Sections 1005 through 1017, inclusive) shall not be deemed to be an Event of
Default, on and after the date the conditions set forth below are satisfied
(hereinafter, "covenant defeasance").  For this purpose, such covenant
defeasance means that the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
Section or Article, whether directly or indirectly by reason of any reference
elsewhere herein to any such Section or Article or by reason of any reference in
any such Section or Article to any other provision herein or in any other
document, but the remainder of this Indenture and such Securities shall be
unaffected thereby.


SECTION 1204.  CONDITIONS TO DEFEASANCE OR
               COVENANT DEFEASANCE.

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<PAGE>


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

              (1)    The Company shall irrevocably have deposited or caused to
       be deposited with the Trustee as trust funds in trust for the purpose of
       making the following payments, specifically pledged as security for, and
       dedicated solely to, the benefit of the Holders of such Securities,

              (A) money in an amount, or

              (B) U.S. Government Obligations which through the scheduled
payment of principal and interest in respect thereof in accordance with their
terms will provide, not later than one day before the due date of any payment,
money in an amount, or

              (C) a combination thereof, sufficient, in the opinion of a
nationally recognized firm of independent certified public accountants expressed
in a written certification thereof delivered  to the Trustee, to pay and
discharge, and which shall be applied by the Trustee to pay and discharge, the
principal of, premium, if any, and each installment of interest on the
Securities on the Stated Maturity of such principal or installment of interest
on the day on which such payments are due and payable in accordance with the
terms of this Indenture and of such Securities.  For this purpose, "U.S.
Government Obligations" means securities that are

       (x) direct obligations of the United States of America for the payment of
which its full faith and credit is pledged or

       (y) obligations of a Person controlled or supervised by and acting as an
agency or instrumentality of the United States of America the payment of which
is unconditionally guaranteed as a full faith and credit obligation by the
United States of America, which, in either case, are not callable or redeemable
at the option of the issuer thereof, and shall also include a depositary receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as
custodian with respect to any such U.S.  Government Obligation or a specific
payment of principal of or interest on any such U.S. Government Obligation held
by such custodian for the account of the holder of such depositary

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<PAGE>


receipt, PROVIDED that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of
such depositary receipt from any amount received by the custodian in respect
of the U.S. Government Obligation or the specific payment of principal of or
interest on the U.S. Government Obligation evidenced by such depositary
receipt.

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

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

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

              (5)    The Company shall have delivered to the Trustee an
       Officers' Certificate and an Opinion of Counsel, each stating that all
       conditions precedent provided for relating to either the defeasance under
       Section 1202 or the covenant defeasance under Section 1203 (as the case
       may be) have been complied with.

              (6)    In the case of an election under Section 1202, the Company
       shall have delivered to the Trustee an Opinion of Counsel stating that

              (x) the Company has received from, or there has been published by,
the Internal Revenue Service a ruling, or

              (y) since the date of this Indenture there has been a change in
the applicable Federal income tax law, in either case to the effect that, and
based thereon such opinion shall confirm that, the Holders of the Outstanding
Securities will not recognize income, gain or loss for Federal income tax
purposes as a result of such deposit, defeasance and discharge and will be
subject to Federal income tax on the same amounts, in the same manner and at

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<PAGE>


the same times as would have been the case if such deposit, defeasance and
discharge had not occurred.

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

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


SECTION 1205.  DEPOSITED MONEY AND U.S. GOVERNMENT
               OBLIGATIONS TO BE HELD IN TRUST;
               OTHER MISCELLANEOUS PROVISIONS.

              Subject to the provisions of the last paragraph of Section 1003,
all money and U.S. Government Obligations  (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee--collectively, for
purposes of this Section 1205, the "Trustee") pursuant to Section 1204 in
respect of the Securities shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of
such Securities, of all sums due and to become due thereon in respect of
principal (and premium, if any) and interest, but such money need not be
segregated from other funds except to the extent required by law.

              The Company shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 1204 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of the Outstanding Securities.

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<PAGE>


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

SECTION 1206. REINSTATEMENT.

              If the Trustee or the Paying Agent is unable to apply any money in
accordance with Section 1202 or 1203 by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company's obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to this Article Twelve until such time as the Trustee or Paying Agent
is permitted to apply all such money in accordance with Section 1202 and 1203;
PROVIDED, HOWEVER, that if the Company makes any payment of principal of (and
premium, if any) any Security following the reinstatement of its obligations,
the Company shall be subrogated to the rights of the Holders of such Securities
to receive such payment from the money held by the Trustee or the Paying Agent.


SECTION 1207. REPAYMENT TO COMPANY.

              Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of, premium, if
any, or interest on any Security and remaining unclaimed for two years after
such principal, and premium, if any, or interest has become due and payable
shall be paid to the Company on its written request or (if then held by the
Company) shall be discharged from such trust; and the Holder of such security
shall thereafter, as a creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; PROVIDED, HOWEVER, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in the New York Times and The Wall Street Journal (national

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edition), notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then
remaining will be repaid to the Company.

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

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

                                     119
<PAGE>


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

                                   NEXTLINK Communications, Inc.

                                   By  /s/ R. Bruce Easter, Jr.
                                      ----------------------------------------
                                      Name: R. Bruce Easter, Jr.
                                      Title: Vice President, General
                                             Counsel and Secretary



Attest:

 /s/ Richard A. Montfort, Jr.
---------------------------------------
Name: Richard A. Montfort, Jr.
Title: Assistant Secretary


                                   U.S. TRUST COMPANY OF TEXAS


                                   By /s/ Patricia Gallagher
                                     -----------------------------------------
                                     Name:  Patricia Gallagher
                                     Title:  Authorized Signatory

[SEAL]

Attest:

/s/ Sinqui Dindid
-----------------------------
Name:
Title:

<PAGE>


STATE OF WASHINGTON  )   ss.:
COUNTY OF            )

              On this __th day of ________, 1999, before me personally
appeared R. Bruce Easter, Jr., to me known, who, being duly sworn, did depose
and say that he is the Vice President of NEXTLINK Communications, Inc., one
of the corporations described in and which executed the foregoing instrument,
and duly acknowledged to me that he executed the same by authority of the
Board of Directors of said corporation.

                                                   /s/ Julia A. Aviles
                                                  ----------------------------
                                                          Notary Public






STATE OF NEW YORK  )   ss.:
COUNTY OF NEW YORK )

              On this 1th day of June, 1999, before me personally appeared
Patricia Gallagher, to me known, who, being duly sworn, did depose and say that
she is the Vice President of U.S. Trust Company of Texas, one of the
corporations described in and which executed the foregoing instrument, and duly
acknowledged to me that she executed the same by authority of the Board of
Directors of said corporation.

                                                   /s/ Garth A. Green
                                                  ----------------------------
                                                          Notary Public