IXC COMMUNICATIONS INC
8-K, 1998-04-22
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>   1
                                       
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)           April 21, 1998
                                                  ------------------------------

                            IXC Communications, Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

        Delaware                          0-20803                74-2644120
- --------------------------------------------------------------------------------
(State or other jurisdiction            (Commission           (I.R.S. Employer
    of incorporation)                   File Number)         Identification No.)

           1122 Capital of Texas Highway South, Austin, Texas    78746
- --------------------------------------------------------------------------------
                (Address of principal executive offices)       (Zip Code)

Registrant's telephone number, including area code       (512) 328-1112
                                                  ------------------------------

                                 Not applicable
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)
<PAGE>   2
ITEM 5.   OTHER EVENTS.

          On April 21, 1998, IXC Communications, Inc. (the "Company") completed
an offering (the "Senior Subordinated Offering") of $450 million of its 9%
Senior Subordinated Notes Due 2008 (the "Senior Subordinated Notes") pursuant to
applicable exceptions from registration and completed its tender offer in
connection with its 12-1/2% Senior Notes Due 2005. In connection with the Senior
Subordinated Offering, a copy of the Purchase Agreement, Registration Rights
Agreement and Indenture are attached hereto as Exhibits 4.1 through 4.3 and are
hereby incorporated by reference herein. Also attached as Exhibit 99.1 is a
press release issued by the Company dated April 21, 1998, which is hereby
incorporated by reference herein.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

          (c)       EXHIBITS

           4.1      Purchase Agreement dated as of April 16, 1998, by and among
                    IXC Communications, Inc., Credit Suisse First Boston
                    Corporation, Merrill Lynch, Pierce, Fenner & Smith
                    Incorporated, Morgan Stanley & Co. Incorporated and
                    Nationsbanc Montgomery Securities LLC
           4.2      Registration Rights Agreement dated April 16, 1998, by and
                    among IXC Communications, Inc., Credit Suisse First Boston
                    Corporation, Merrill Lynch, Pierce, Fenner & Smith
                    Incorporated, Morgan Stanley & Co. Incorporated and
                    Nationsbanc Montgomery Securities LLC 
           4.3      Indenture dated as of April 21, 1998 between IXC 
                    Communications, Inc. and IBJ Schroder Bank & Trust Company,
                    as Trustee 
          99.1      Press release dated April 21, 1998


                                       2.
<PAGE>   3
                                   SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

     Date:  April 21, 1998

                                        IXC Communications, Inc.



                                        By:  /s/ STUART K. COPPENS
                                           -------------------------------------
                                             Stuart K. Coppens
                                             Vice President of Finance and
                                             Chief Accounting Officer


                                       3.
<PAGE>   4

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit 
Number         Description
- ------         -----------
<C>            <S>
 4.1           Purchase Agreement dated as of April 16, 1998, by and among IXC
               Communications, Inc., Credit Suisse First Boston Corporation,
               Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan
               Stanley & Co. Incorporated and Nationsbanc Montgomery Securities
               LLC 
 4.2           Registration Rights Agreement dated April 16, 1998, by and among
               IXC Communications, Inc., Credit Suisse First Boston Corporation,
               Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan
               Stanley & Co. Incorporated and Nationsbanc Montgomery Securities
               LLC
 4.3           Indenture dated as of April 21, 1998 between IXC Communications,
               Inc. and IBJ Schroder Bank & Trust Company, as Trustee 
99.1           Press release dated April 21, 1998
</TABLE>


                                       4.

<PAGE>   1
                                                                     EXHIBIT 4.1

                                  $450,000,000

                            IXC COMMUNICATIONS, INC.

                      9% SENIOR SUBORDINATED NOTES DUE 2008


                               PURCHASE AGREEMENT

                                                                  April 16, 1998


Credit Suisse First Boston Corporation
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Morgan Stanley & Co. Incorporated
Nationsbanc Montgomery Securities LLC,
c/o Credit Suisse First Boston Corporation,
   Eleven Madison Avenue,
       New York, N.Y. 10010-3629


Dear Sirs:

        1. Introductory. IXC Communications, Inc., a Delaware corporation (the
"Company"), proposes, subject to the terms and conditions stated herein, to
issue and sell to the several initial purchasers named in Schedule A hereto (the
"Purchasers") $450,000,000 principal amount of its 9% Senior Subordinated Notes
Due 2008 ("Offered Securities") to be issued under an indenture, dated as of
April 21, 1998 (the "Indenture"), between the Company and IBJ Schroder Bank &
Trust Company, as Trustee (the "Trustee"). The United States Securities Act of
1933 is herein referred to as the "Securities Act."

        The Company hereby agrees with the several Purchasers as follows:

        2. Representations and Warranties of the Company. The Company represents
and warrants to, and agrees with, the several Purchasers that:

               (a) A preliminary offering circular and an offering circular
        relating to the Offered Securities to be offered by the Purchasers have
        been prepared by the Company. Such preliminary offering circular and
        offering circular, as supplemented as of the date of this Agreement,
        together with any other document approved by the Company for use in
        connection with the contemplated resale of the Offered Securities are
        hereinafter collectively referred to as the "Offering Document". On the
        date of this Agreement, the Offering Document does not 

<PAGE>   2



        include any untrue statement of a material fact or omit to state any
        material fact necessary in order to make the statements therein, in the
        light of the circumstances under which they were made, not misleading.
        The preceding sentence does not apply to statements in or omissions from
        the Offering Document based upon written information furnished to the
        Company by any Purchaser through Credit Suisse First Boston Corporation
        ("CSFBC") specifically for use therein, it being understood and agreed
        that the only such information is that described as such in Section
        7(b). Except as disclosed in the Offering Document, on the date of this
        Agreement, the Company's Annual Report on Form 10-K most recently filed
        with the Securities and Exchange Commission (the "Commission") and all
        subsequent reports (collectively, the "Exchange Act Reports") which have
        been filed by the Company with the Commission or sent to stockholders
        pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") do
        not include any untrue statement of a material fact or omit to state any
        material fact necessary to make the statements therein, in the light of
        the circumstances under which they were made, not misleading, except for
        forward-looking statements contained in the liquidity and capital
        resources discussions in such Exchange Act Reports that have been
        superseded by the Offering Document. Such documents, when they were
        filed with the Commission, conformed in all material respects to the
        requirements of the Exchange Act and the rules and regulations of the
        Commission thereunder.

               (b) The Company has been duly incorporated and is an existing
        corporation in good standing under the laws of the State of Delaware,
        with power and authority (corporate and other) to own its properties and
        conduct its business as described in the Offering Document; and the
        Company is duly qualified to do business as a foreign corporation in
        good standing in all other jurisdictions in which its ownership or lease
        of property or the conduct of its business requires such qualification
        except to the extent the failure to be so qualified would not have a
        material adverse effect on the condition (financial or other), business,
        properties or results of operations of the Company and its subsidiaries
        taken as a whole (a "Material Adverse Effect").

               (c) Each subsidiary of the Company has been duly incorporated and
        is an existing corporation in good standing under the laws of the
        jurisdiction of its incorporation, with power and authority (corporate
        and governmental) to own its properties and conduct its business as
        described in the Offering Document; and each subsidiary of the Company
        is duly qualified to do business as a foreign corporation in good
        standing in all other jurisdictions in which its ownership or lease of
        property or the conduct of its business requires such qualification
        except to the extent the failure to be so qualified would not have a
        Material Adverse Effect; all of the issued and outstanding capital stock
        of each subsidiary of the Company has been duly authorized and validly
        issued and is fully paid and nonassessable and the capital stock (or
        similar ownership interests) of each subsidiary owned by the Company,
        directly or through subsidiaries, is owned free 
<PAGE>   3




        from liens, encumbrances and defects except for directors' qualifying
        shares. For purposes of this clause (c), PSI Net Inc., Progress
        International L.L.C. and Marca-Tel S. Ade C.V. shall not be deemed to be
        subsidiaries of the Company.

               (d) The Indenture has been duly authorized; the Offered
        Securities have been duly authorized; and when the Offered Securities
        are delivered and paid for pursuant to this Agreement on the Closing
        Date (as defined below), the Indenture will have been duly executed and
        delivered, such Offered Securities will have been duly executed,
        authenticated, issued and delivered and will conform to the description
        thereof contained in the Offering Document and the Indenture and such
        Offered Securities will constitute valid and legally binding obligations
        of the Company, enforceable in accordance with their terms.

               (e) Except as disclosed in the Offering Document, there are no
        contracts, agreements or understandings between the Company and any
        person that would give rise to a valid claim against the Company or any
        Purchaser for a brokerage commission, finder's fee or other like payment
        in connection with the transactions contemplated by this Agreement.

               (f ) No consent, approval, authorization, or order of, or filing
        with, any governmental agency or body or any court is required for the
        consummation of the transactions contemplated by this Agreement in
        connection with the issuance and sale of the Offered Securities by the
        Company other than as may be required under the Securities Act and the
        Rules and Regulations of the Commission thereunder with respect to the
        Registration Rights Agreement (as defined) and the transactions
        contemplated thereunder, and such as may be required by securities or
        blue sky laws of any state of the United States or of any foreign
        jurisdiction in connection with the offer and sale of the Offered
        Securities.

               (g ) The execution, delivery and performance of the Indenture,
        the Registration Rights Agreement and this Agreement, and the issuance
        and sale of the Offered Securities and compliance with the terms and
        provisions thereof will not result in a breach or violation of any of
        the terms and provisions of, or constitute a default under, any statute,
        rule, regulation or order of any governmental agency or body or any
        court, domestic or foreign, having jurisdiction over the Company or any
        subsidiary of the Company or any of their properties, or any agreement
        or instrument listed as an exhibit to or filed with any subsequent
        reports filed by the Company under the Exchange Act through April 15,
        1998 to which the Company or any such subsidiary is a party or by which
        the Company or any such subsidiary is bound or to which any of the
        properties of the Company or any such subsidiary is subject, or the
        charter or by-laws of the Company or any such subsidiary, and the
        Company has full corporate power and authority to authorize, issue and
        sell the Offered Securities as contemplated by this Agreement.
<PAGE>   4

               (h) The Registration Rights Agreement has been duly authorized by
        the Company and, when executed and delivered, will conform in all
        material respects to the description thereof contained in the Offering
        Document. The Registration Rights Agreement when validly executed and
        delivered by the Company will constitute a valid and binding obligation
        of the Company and will be enforceable against it in accordance with its
        terms, except as the right to indemnity and contribution may be limited
        by state or federal securities laws or the public policy underlying such
        laws.

               (i ) This Agreement has been duly authorized, executed and
        delivered by the Company.

               (j) Except as disclosed in the Offering Document, the Company and
        its subsidiaries have good and marketable title to all real properties
        and all other properties and assets owned by them, in each case free
        from liens, encumbrances and defects that would materially affect the
        value thereof or materially interfere with the use made or to be made
        thereof by them; and except as disclosed in the Offering Document, the
        Company and its subsidiaries hold any leased real or personal property
        under valid and enforceable leases with no exceptions that would
        materially interfere with the use made or to be made thereof by them.

               (k) The Company and its subsidiaries possess adequate
        certificates, authorities or permits issued by appropriate governmental
        agencies or bodies necessary to conduct the business now operated by
        them except for such certificates, authorities or permits where the lack
        thereof would not have a Material Adverse Effect, and have not received
        any notice of proceedings relating to the revocation or modification of
        any such certificate, authority or permit that, if determined adversely
        to the Company or any of its subsidiaries, would individually or in the
        aggregate have a Material Adverse Effect.

               (l) No labor dispute with the employees of the Company or any
        subsidiary exists or, to the knowledge of the Company, is imminent that
        might have a Material Adverse Effect.

               (m) The Company and its subsidiaries own, possess or can acquire
        on reasonable terms, adequate trademarks, trade names and other rights
        to inventions, know-how, patents, copyrights, confidential information
        and other intellectual property (collectively, "intellectual property
        rights") necessary to conduct the business now operated by them, or
        presently employed by them, and have not received any notice of
        infringement of or conflict with asserted rights of others with respect
        to any intellectual property rights that, if determined adversely to the
        
<PAGE>   5



        Company or any of its subsidiaries, would individually or in the
        aggregate have a Material Adverse Effect.

               (n) Except as disclosed in the Offering Document, neither the
        Company nor any of its subsidiaries is in violation of any statute, any
        rule, regulation, decision or order of any governmental agency or body
        or any court, domestic or foreign, relating to the use, disposal or
        release of hazardous or toxic substances or relating to the protection
        or restoration of the environment or human exposure to hazardous or
        toxic substances (collectively, "environmental laws"), owns or operates
        any real property contaminated with any substance that is subject to any
        environmental laws, is liable for any off-site disposal or contamination
        pursuant to any environmental laws, or is subject to any claim relating
        to any environmental laws, which violation, contamination, liability or
        claim would individually or in the aggregate have a Material Adverse
        Effect; and the Company is not aware of any pending investigation which
        might lead to such a claim.

               (o) Except as disclosed in the Offering Document, there are no
        pending actions, suits or proceedings against or affecting the Company,
        any of its subsidiaries or any of their respective properties that, if
        determined adversely to the Company or any of its subsidiaries, would
        individually or in the aggregate have a Material Adverse Effect or would
        materially and adversely affect the ability of the Company to perform
        its obligations under the Indenture, the Registration Rights Agreement
        or this Agreement, or which are otherwise material in the context of the
        sale of the Offered Securities; and to the Company's knowledge, no such
        actions, suits or proceedings are threatened or contemplated.

               (p) The financial statements included in the Offering Document
        present fairly the financial position of the Company and its
        consolidated subsidiaries as of the dates shown and their results of
        operations and cash flows for the periods shown, and such financial
        statements have been prepared in conformity with generally accepted
        accounting principles in the United States applied on a consistent
        basis; and the assumptions used in preparing the pro forma financial
        statements included in the Offering Document provide a reasonable basis
        for presenting the significant effects directly attributable to the
        transactions or events described therein, the related pro forma
        adjustments give appropriate effect to those assumptions, and the pro
        forma columns therein reflect the proper application of those
        adjustments to the corresponding historical financial statement amounts.

               (q) Except as disclosed in the Offering Document, since the date
        of the latest audited financial statements included in the Offering
        Document there has been no material adverse change, nor any development
        or event involving a prospective material adverse change, in the
        condition (financial or other), business, properties or results of
        operations of the Company and its subsidiaries 
<PAGE>   6




        taken as a whole, and, except as disclosed in or contemplated by the
        Offering Document, there has been no dividend or distribution of any
        kind declared, paid or made by the Company on any class of its capital
        stock.

               (r) The Company is not an open-end investment company, unit
        investment trust or face-amount certificate company that is or is
        required to be registered under Section 8 of the United States
        Investment Company Act of 1940 (the "Investment Company Act"); and the
        Company is not and, after giving effect to the offering and sale of the
        Offered Securities and the application of the proceeds thereof as
        described in the Offering Document, will not be an "investment company"
        as defined in the Investment Company Act.

               (s) No securities of the same class (within the meaning of Rule
        144A(d)(3) under the Securities Act) as the Offered Securities are
        listed on any national securities exchange registered under Section 6 of
        the Exchange Act or quoted in a U.S. automated inter-dealer quotation
        system.

               (t) Assuming the accuracy of the representations of the
        Purchasers contained in Section 4, the offer and sale of the Offered
        Securities in the manner contemplated by this Agreement will be exempt
        from the registration requirements of the Securities Act by reason of
        Section 4(2) thereof and Regulation S thereunder; and it is not
        necessary to qualify an indenture in respect of the Offered Securities
        under the United States Trust Indenture Act of 1939, as amended (the
        "Trust Indenture Act").

               (u) Neither the Company, nor any of its affiliates, nor any
        person acting on its or their behalf (i) has, within the six-month
        period prior to the date hereof, offered or sold in the United States or
        to any U.S. person (as such terms are defined in Regulation S under the
        Securities Act) the Offered Securities or any security of the same class
        or series as the Offered Securities or (ii) has offered or will offer or
        sell the Offered Securities (A) in the United States by means of any
        form of general solicitation or general advertising within the meaning
        of Rule 502(c) under the Securities Act or (B) with respect to any such
        securities sold in reliance on Rule 903 of Regulation S ("Regulation S")
        under the Securities Act, by means of any directed selling efforts
        within the meaning of Rule 902(b) of Regulation S. The Company, its
        affiliates and any person acting on its or their behalf have complied
        and will comply with the offering restrictions requirement of Regulation
        S. The Company has not entered and will not enter into any contractual
        arrangement with respect to the distribution of the Offered Securities
        except for this Agreement.

               (v) The Company is subject to Section 13 or 15(d) of the Exchange
        Act.

               (w) The Company and its subsidiaries are, and will remain, in
        compliance 
<PAGE>   7



        in all material respects with the Communications Act of 1934, as amended
        by the Telecommunications Act of 1996 (the "Communications Act"), and
        with all applicable rules, regulations and policies of the Federal
        Communications Commission (the "FCC").

               (x) The Company has provided to the Purchasers a complete and
        accurate list of all licenses granted to the Company and its
        subsidiaries by the FCC (the "Licenses"). All of the Licenses are
        currently valid and in full force and effect except for Licenses that
        individually or in the aggregate would not have a Material Adverse
        Effect. Neither of the Company nor any of its subsidiaries have any
        knowledge of any investigation, notice of apparent liability, violation,
        forfeiture or other order or complaint issued by or before any court or
        regulatory body, including the FCC, or of any other proceedings which
        could in any manner materially threaten or adversely affect the validity
        or continued effectiveness of any of the Licenses.

               (y) No event has occurred which (i) results in, or after notice
        or lapse of time or both would result in, revocation, suspension,
        adverse modification, non-renewal, impairment, restriction or
        termination of, or order of forfeiture with respect to, any License or
        (ii) materially and adversely affects or could reasonably be expected in
        the future to materially adversely affect any of the rights of the
        Company or any of its subsidiaries thereunder.

               (z) The Company and its subsidiaries have duly filed in a timely
        manner all material filings, reports, applications, documents,
        instruments and information required to be filed by them under the
        Communications Act, and all such filings are true, correct and complete
        in all material respects.

               (aa) Neither of the Company nor any of its subsidiaries have any
        reason to believe that any of the Licenses will not be renewed in the
        ordinary course.

        3. Purchase, Sale and Delivery of Offered Securities. On the basis of
the representations, warranties and agreements herein contained, but subject to
the terms and conditions herein set forth, the Company agrees to sell to the
Purchasers, and the Purchasers agree, severally and not jointly, to purchase
from the Company, the respective principal amounts of Offered Securities set
forth opposite the names of the several Purchasers in Schedule A hereto, at a
purchase price of 97.125% of the principal amount thereof plus accrued interest
(if any) from April 16, 1998 to the Closing Date (as hereinafter defined).

        The Company will deliver against payment of the purchase price the
Offered Securities in the form of one or more permanent global securities in
definitive form (the "Global Securities") deposited with the Trustee as
custodian for The Depository Trust 
<PAGE>   8



Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC.
Interests in any permanent Global Securities will be held only in book-entry
form through DTC, except in the limited circumstances described in the Offering
Document. Payment for the Offered Securities shall be made by the Purchasers in
Federal (same day) funds by two wire transfers to an account designated to CSFBC
by the Company at a bank acceptable to CSFBC, at the office of Cravath, Swaine &
Moore, Worldwide Plaza, 825 Eighth Avenue, New York, NY 10019-7475 at 10:00 A.M.
(New York time), on April 21, 1998, or at such other time not later than seven
full business days thereafter as CSFBC and the Company determine, such time
being herein referred to as the "Closing Date", against delivery to the IBJ
Shroder Bank & Trust Company as custodian for DTC of the Global Securities
representing all of the Offered Securities. The first wire shall be in the
principal amount of $386,557,500 and the second wire shall be in the principal
amount of $50,505,000 for an aggregate total of $437,062,500. The Global
Securities will be made available for checking at the office of Cravath, Swaine
& Moore at least 24 hours prior to the Closing Date.

        4. Representations by Purchasers; Resale by Purchasers.

                (a) Each Purchaser severally represents and warrants to the
        Company that it is a "qualified institutional buyer" within the meaning
        of Rule 144A under the Securities Act.

               (b) Each Purchaser severally acknowledges that the Offered
        Securities have not been registered under the Securities Act and may not
        be offered or sold within the United States or to, or for the account or
        benefit of, U.S. persons except in accordance with Regulation S or
        pursuant to an exemption from the registration requirements of the
        Securities Act. Each Purchaser severally represents and agrees that it
        has offered and sold the Offered Securities, and will offer and sell the
        Offered Securities (i) as part of its distribution at any time and (ii)
        otherwise until 40 days after the later of the commencement of the
        offering and the Closing Date, only in accordance with Rule 903 or Rule
        144A under the Securities Act ("Rule 144A"). Accordingly, neither such
        Purchaser nor its affiliates, nor any persons acting on its or their
        behalf, have engaged or will engage in any directed selling efforts with
        respect to the Offered Securities, and such Purchaser, its affiliates
        and all persons acting on its or their behalf have complied and will
        comply with the offering restrictions requirement of Regulation S. Each
        Purchaser severally agrees that, at or prior to confirmation of sale of
        the Offered Securities, other than a sale pursuant to Rule 144A, such
        Purchaser will have sent to each distributor, dealer or person receiving
        a selling concession, fee or other remuneration that purchases the
        Offered Securities from it during the restricted period a confirmation
        or notice to substantially the following effect:

               "The Securities covered hereby have not been registered under the
        U.S. Securities Act of 1933 (the "Securities Act") and may not be
        offered or sold 

<PAGE>   9


        within the United States or to, or for the account or benefit of, U.S.
        persons (i) as part of their distribution at any time or (ii) otherwise
        until 40 days after the later of the date of the commencement of the
        offering and the closing date, except in either case in accordance with
        Regulation S (or Rule 144A if available) under the Securities Act. Terms
        used above have the meanings given to them by Regulation S."

               Terms used in this subsection (b) have the meanings given to them
by Regulation S.

               (c) Each Purchaser severally agrees that it and each of its
        affiliates has not entered and will not enter into any contractual
        arrangement with respect to the distribution of the Offered Securities
        except for any such arrangements with the other Purchasers or affiliates
        of the other Purchasers or with the prior written consent of the
        Company.

               (d) Each Purchaser severally agrees that it and each of its
        affiliates will not offer or sell the Offered Securities in the United
        States by means of any form of general solicitation or general
        advertising within the meaning of Rule 502(c) under the Securities Act,
        including, but not limited to (i) any advertisement, article, notice or
        other communication published in any newspaper, magazine or similar
        media or broadcast over television or radio, or (ii) any seminar or
        meeting whose attendees have been invited by any general solicitation or
        general advertising. Each Purchaser severally agrees, with respect to
        resales made in reliance on Rule 144A of any of the Offered Securities,
        to deliver either with the confirmation of such resale or otherwise
        prior to settlement of such resale a notice to the effect that the
        resale of such Offered Securities has been made in reliance upon the
        exemption from the registration requirements of the Securities Act
        provided by Rule 144A.

               (e) Each of the Purchasers severally represents and agrees that
        (i) it has not offered or sold and prior to the date six months after
        the date of issue of the Offered Securities will not offer or sell any
        Offered Securities to persons in the United Kingdom except to persons
        whose ordinary activities involve them in acquiring, holding, managing
        or disposing of investments (as principal or agent) for the purposes of
        their businesses or otherwise in circumstances which have not resulted
        and will not result in an offer to the public in the United Kingdom
        within the meaning of the Public Offers of Securities Regulations 1995;
        (ii) it has complied and will comply with all applicable provisions of
        the Financial Services Act 1986 with respect to anything done by it in
        relation to the Offered Securities in, from or otherwise involving the
        United Kingdom; and (iii) it has only issued or passed on and will only
        issue or pass on in the United Kingdom any document received by it in
        connection with the issue of the Offered Securities to a person who is
        of a kind described in Article 11(3) of the Financial Services Act 1986
        
<PAGE>   10



        (Investment Advertisements) (Exemptions) Order 1996 or is a person to
        whom such document may otherwise lawfully be issued or passed on.

        5. Certain Agreements of the Company. The Company agrees with the
several Purchasers that:

               (a) The Company will advise CSFBC promptly of any proposal to
        amend or supplement the Offering Document and will not effect such
        amendment or supplementation without CSFBC's consent, which should not
        be unreasonably withheld or delayed. If, at any time prior to the
        completion of the resale of the Offered Securities by the Purchasers,
        any event occurs as a result of which the Offering Document as then
        amended or supplemented would include an untrue statement of a material
        fact or omit to state any material fact necessary in order to make the
        statements therein, in the light of the circumstances under which they
        were made, not misleading, the Company promptly will notify CSFBC of
        such event and promptly will prepare, at its own expense, an amendment
        or supplement which will correct such statement or omission or effect
        such compliance. Neither CSFBC's consent to, nor the Purchaser's
        delivery to offerees or investors of, any such amendment or supplement
        shall constitute a waiver of any of the conditions set forth in Section
        6.

               (b) The Company will furnish to CSFBC copies of any preliminary
        offering circular, the Offering Document and all amendments and
        supplements to such documents, in each case as soon as available and in
        such quantities as CSFBC requests, and the Company will furnish to CSFBC
        on the Closing Date three copies of the Offering Document signed by a
        duly authorized officer of the Company, one of which will include the
        independent accountants' reports therein manually signed by such
        independent accountants. At any time when the Company is not subject to
        Section 13 or 15(d) of the Exchange Act, the Company will promptly
        furnish or cause to be furnished to CSFBC (and, upon request, to each of
        the other Purchasers) and, upon request of holders and prospective
        purchasers of the Offered Securities, to such holders and purchasers,
        copies of the information required to be delivered to holders and
        prospective purchasers of the Offered Securities pursuant to Rule
        144A(d)(4) under the Securities Act (or any successor provision thereto)
        in order to permit compliance with Rule 144A in connection with resales
        by such holders of the Offered Securities. The Company will pay the
        expenses of printing and distributing to the Purchasers all such
        documents.

               (c) The Company will use its commercially reasonable efforts
        arrange for the qualification of the Offered Securities for sale under
        the laws of such jurisdictions in the United States and Canada as CSFBC
        designates and will 
<PAGE>   11



        continue such qualifications in effect so long as required for the
        resale of the Offered Securities by the Purchasers, provided that the
        Company will not be required to qualify as a foreign corporation or to
        file a general consent to service of process in any such state.

               (d) During the period of five years after the Closing Date, the
        Company will furnish to CSFBC and, upon request, to each of the other
        Purchasers, as soon as practicable after the end of each fiscal year, a
        copy of its annual report to stockholders for such year; and the Company
        will furnish to CSFBC and, upon request, to each of the other Purchasers
        (i) as soon as available, a copy of each report and any definitive proxy
        statement of the Company filed with the Commission under the Exchange
        Act or mailed to stockholders, and (ii) from time to time, such other
        information concerning the Company as CSFBC may reasonably request.

               (e) During the period of two years after the Closing Date, the
        Company will, upon request, furnish to CSFBC, Merrill Lynch, Pierce,
        Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated,
        NationsBanc Montgomery Securities LLC and any holder of Offered
        Securities a copy of the restrictions on transfer applicable to the
        Offered Securities.

               (f) During the period of two years after the Closing Date, the
        Company will not, and will not permit any of its affiliates (as defined
        in Rule 144 under the Securities Act other than affiliates who purchase
        Offerered Securities from the Purchasers at the Closing Date) to, resell
        any of the Offered Securities that have been reacquired by any of them.

               (g) During the period of two years after the Closing Date, the
        Company will not be or become, an open-end investment company, unit
        investment trust or face-amount certificate company that is or is
        required to be registered under Section 8 of the Investment Company Act.

               (h) The Company will pay all expenses incidental to the
        performance of its obligations under this Agreement, the Indenture and
        the Registration Rights Agreement, including (i) the fees and expenses
        of the Trustee, Fiscal Agent, Depositary and its professional advisers;
        (ii) all expenses in connection with the execution, issue,
        authentication, packaging and initial delivery of the Offered
        Securities, the preparation of this Agreement, the Registration Rights
        Agreement, the Offered Securities, the Indenture, the preparation and
        printing of the Offering Document and amendments and supplements
        thereto, and any other document relating to the issuance, offer, sale
        and delivery of the Offered Securities; (iii) the cost of listing the
        Offered Securities and qualifying the Offered Securities for trading in
        The PortalSM Market ("PORTAL") and any expenses incidental thereto; (iv)
        the cost of any advertising approved by the Company in connection with
        the 
<PAGE>   12



        issue of the Offered Securities; (v) for any expenses (including fees
        and disbursements of counsel) incurred in connection with qualification
        of the Offered Securities for sale under the laws of such jurisdictions
        in the United States and Canada as CSFBC designates and the printing of
        memoranda relating thereto (vi) for any fees charged by investment
        rating agencies for the rating of the Securities; and (vii) for expenses
        incurred in distributing the Offering Document (including any amendments
        and supplements thereto) to the Purchasers. The Company will also pay or
        reimburse the Purchasers (to the extent incurred by them) for all travel
        expenses of the Company's officers and employees and any other expenses
        of the Company in connection with attending or hosting meetings with
        prospective purchasers of the Offered Securities from the Purchasers.

               (i) In connection with the offering, until CSFBC shall have
        notified the Company and the other Purchasers of the completion of the
        resale of the Offered Securities, neither the Company nor any of its
        affiliates has or will, either alone or with one or more other persons,
        bid for or purchase for any account in which it or any of its affiliates
        has a beneficial interest any Offered Securities or attempt to induce
        any person to purchase any Offered Securities; and neither it nor any
        of its affiliates will make bids or purchases for the purpose of
        creating actual, or apparent, active trading in, or of raising the price
        of, the Offered Securities.

               (j) For a period of 90 days after the date of the initial
        offering of the Offered Securities by the Purchasers, the Company will
        not offer, sell, contract to sell, pledge or otherwise dispose of,
        directly or indirectly, any United States dollar-denominated debt
        securities issued or guaranteed by the Company and having a maturity of
        more than one year from the date of issue or publicly disclose the
        intention to make such offer, sale, pledge or disposal without the prior
        written consent of CSFB. The Company will not at any time offer, sell,
        contract to sell, pledge or otherwise dispose of, directly or
        indirectly, any securities under circumstances where such offer, sale,
        pledge, contract or disposition would cause the exemption afforded by
        Section 4(2) of the Securities Act or the safe harbor of Regulation S
        thereunder to cease to be applicable to the offer and sale of the
        Offered Securities.

               (k) The Company will cause each Offered Security to bear the
        legend set forth in the form of Note attached as Exhibit 1 to the Rule
        144A/Regulation S Appendix to the relevant Indenture until such legend
        shall no longer be necessary or advisable because the Offered Securities
        are no longer subject to the restrictions on transfer described therein.

        6. Conditions of the Obligations of the Purchasers. The obligations of
the several Purchasers to purchase and pay for the Offered Securities on the
Closing Date 
<PAGE>   13



will be subject to the accuracy of the representations and warranties on the
part of the Company herein, to the accuracy of the written statements of
officers of the Company made pursuant to the provisions hereof, to the
performance by the Company of its obligations hereunder and to the following
additional conditions precedent:

               (a) The Purchasers shall have received a letter, dated the date
        of this Agreement, of Ernst & Young LLP, in agreed form, confirming that
        they are independent public accountants within the meaning of the
        Securities Act and the applicable published rules and regulations
        thereunder ("Rules and Regulations") and to the effect that:

                      (i) in their opinion the financial statements examined by
               them and included in the Offering Document comply as to form in
               all material respects with the applicable accounting requirements
               of the Securities Act and the related published Rules and
               Regulations;

                      (ii) on the basis of a reading of the latest available
               interim financial statements of the Company, inquiries of
               officials of the Company who have responsibility for financial
               and accounting matters and other specified procedures, nothing
               came to their attention that caused them to believe that:

                             (A) the unaudited financial statements included in
                      the Offering Document do not comply as to form in all
                      material respects with the applicable accounting
                      requirements of the Securities Act and the related
                      published Rules and Regulations or any material
                      modifications should be made to such unaudited financial
                      statements for them to be in conformity with generally
                      accepted accounting principles;

                             (B) at the date of the latest available balance
                      sheet read by such accountants, or at a subsequent
                      specified date not more than three business days prior to
                      the date of this Agreement, there was any change in the
                      capital stock or any increase in short-term indebtedness
                      or long-term debt and capital lease obligations of the
                      Company and its consolidated subsidiaries or, at the date
                      of the latest available balance sheet read by such
                      accountants, there was any decrease in consolidated total
                      assets or stockholders' equity, as compared with amounts
                      shown on the latest balance sheet included in the Offering
                      Document; or

                             (C) for the period from the closing date of the
                      latest income statement included in the Offering Document
                      to the closing date of the latest available income
                      statement read by such accountants 
<PAGE>   14



                      there were any decreases, as compared with the
                      corresponding period of the previous year and with the
                      period of corresponding length ended the date of the
                      latest income statement included in the Offering
                      Document, in operating income (loss), net operating
                      revenue, increase in consolidated loss before
                      extraordinary item, or in the amount that earnings were
                      inadequate to cover combined fixed charges;

               except in all cases set forth in clauses (B) and (C) above for
               changes, increases or decreases which are described in such
               letter; and

                       (iii) they have compared specified dollar amounts (or
               percentages derived from such dollar amounts) and other financial
               information contained in the Offering Document (in each case to
               the extent that such dollar amounts, percentages and other
               financial information are derived from the general accounting
               records of the Company and its subsidiaries subject to the
               internal controls of the Company's accounting system or are
               derived directly from such records by analysis or computation)
               with the results obtained from inquiries, a reading of such
               general accounting records and other procedures specified in
               such letter and have found such dollar amounts, percentages and
               other financial information to be in agreement with such
               results, except as otherwise specified in such letter.

                      (iv) (A) they have read the unaudited pro forma combined
               condensed balance sheet as of December 31, 1997 and unaudited pro
               forma combined condensed statement of operations of December 31,
               1997.

                      (B) inquired of certain officials of the Company who have
               responsibility for financial and accounting matters about:

                             (I)  the basis for their determination of the pro 
                      forma adjustments, and

                             (II) whether the unaudited pro forma condensed
                      consolidated financial statements referred to in (v)
                      comply as to form in all material respects with the
                      applicable accounting requirements of the Securities Act.

                      (C) proved the arithmetic accuracy of the application of
               the pro forma adjustments.

                      (v) based on the procedures described in (iv), nothing
               came to their attention that caused them to believe that the
               unaudited pro forma 
<PAGE>   15



               condensed consolidated financial statements included in the
               Offering Document do not comply as to form in all material
               respects with the applicable accounting requirements of the
               Securities Act and that the pro forma adjustments have not been
               properly applied to the historical amounts in the compilation of
               those statements.

               (b) The Purchasers shall have received a letter, dated the date
        of this Agreement, of Arthur Andersen LLP, in agreed form, confirming
        that they are independent public accountants within the meaning of the
        Securities Act and the applicable published Rules and Regulations
        thereunder and to the effect that:

                      (i) (A) they have read the unaudited pro forma combined
               statements of operations of Network Long Distance, Inc. ("NLD")
               for the twelve months ended December 31, 1997 and years ended
               March 31, 1997 and 1996.

                      (B) inquired of certain officials of NLD who have
               responsibility for financial and accounting matters about:

                             (I)  the basis for their determination of the pro 
                      forma adjustments, and

                             (II) whether the unaudited pro forma combined
                      statements of operations referred to in (v) comply as to
                      form in all material respects with the applicable
                      accounting requirements of the Securities Act.

                      (C) proved the arithmetic accuracy of the application of
               the pro forma adjustments.

                      (ii) nothing came to their attention that cause them to
               believe that the unaudited pro forma combined statement of
               operations referred to in (i) included in the Offering Document
               do not comply as to form in all material respects with the
               applicable accounting requirements of the Securities Act and that
               the pro forma adjustments have not been properly applied to the
               historical amounts in the compilation of those statements.

               (c) The Purchasers shall have received a letter dated the date of
        this Agreement, of Arthur Andersen LLP-Mexico, in agreed form,
        confirming that they are independent public accountants within the
        meaning of the Securities Act and the applicable published rules and
        regulations thereunder and to the effect that:
<PAGE>   16

                      (i) in connection with Marca Tel, S.A. de C.V., Marca Tel
               International, S.A. de C.V. and Grupo Marca Tel, S.A. de C.V.
               ("Marca Tel"), in their opinion the financial statements examined
               by them and included in the Offering Document comply as to form
               in all material respects with the applicable accounting
               requirements of the Securities Act and the related published
               Rules and Regulations;

                      (ii) a reading of the latest available interim financial
               statements of Marca Tel, inquiries of officials of the Company
               who have responsibility for financial and accounting matters and
               other specified procedures, nothing came to their attention that
               caused them to believe that:

                             (A) the unaudited financial statements included in
                      the Offering Document do not comply as to form in all
                      material respects with the applicable accounting
                      requirements of the Securities Act and the related
                      published Rules and Regulations or any material
                      modifications should be made to such unaudited financial
                      statements for them to be in conformity with generally
                      accepted accounting principles;

                             (B) at the date of the latest available balance
                      sheet read by such accountants, or at a subsequent
                      specified date not more than three business days prior to
                      the date of this Agreement, there was any change in the
                      capital stock or any increase in short-term indebtedness
                      or long-term debt or decrease in consolidated net current
                      assets, net assets or stockholder's equity, as compared
                      with amounts shown on the latest balance sheet included in
                      the Offering Document; or

                             (C) for the period from the closing date of the
                      latest income statement included in the Offering Document
                      to the closing date of the latest available income
                      statement read by such accountants there were any
                      decreases, as compared with the corresponding period of
                      the previous year in consolidated net revenue or increase
                      in combined net loss, increase in consolidated loss before
                      extraordinary item, net loss or in the amount that
                      earnings were inadequate to cover combined fixed charges;

               except in all cases set forth in clauses (B) and (C) above for
               changes, increases or decreases.

               (d) Subsequent to the execution and delivery of this Agreement,
        there shall not have occurred (i) a change in U.S. or international
        financial, political or 
<PAGE>   17



        economic conditions or currency exchange rates or exchange controls as
        would, in the judgment of CSFBC, be likely to prejudice materially the
        success of the proposed issue, sale or distribution of the Offered
        Securities, whether in the primary market or in respect of dealings in
        the secondary market, or (ii) (A) any change, or any development or
        event involving a prospective change, in the condition (financial or
        other), business, properties or results of operations of the Company or
        its subsidiaries which, in the judgment of a majority in interest of the
        Purchasers including CSFBC, is material and adverse and makes it
        impractical or inadvisable to proceed with completion of the offering or
        the sale of and payment for the Offered Securities; (B) any downgrading
        in the rating of any debt securities or preferred stock of the Company
        by any "nationally recognized statistical rating organization" (as
        defined for purposes of Rule 436(g) under the Securities Act), or any
        public announcement that any such organization has under surveillance or
        review its rating of any debt securities or preferred stock of the
        Company (other than an announcement with positive implications of a
        possible upgrading, and no implication of a possible downgrading, of
        such rating); (C) any suspension or limitation of trading in securities
        generally on the New York Stock Exchange, or any setting of minimum
        prices for trading on such exchange, or any suspension of trading of any
        securities of the Company on any exchange or in the over-the-counter
        market; (D) any banking moratorium declared by U.S. Federal or, New York
        authorities; or (E) any outbreak or escalation of major hostilities in
        which the United States is involved, any declaration of war by Congress
        or any other substantial national or international calamity or emergency
        if, in the judgment of a majority in interest of the Purchasers
        including CSFBC, the effect of any such outbreak, escalation,
        declaration, calamity or emergency makes it impractical or inadvisable
        to proceed with completion of the offering or sale of and payment for
        the Offered Securities.

               (e) The Purchasers shall have received an opinion, dated the
        Closing Date, of Riordan & McKinzie, a Professional Law Corporation,
        counsel for the Company, substantially to the effect that (subject to
        customary assumptions and disclaimers and except that no opinion shall
        be given as to laws other than the laws of the State of California, the
        General Corporation Law of Delaware and the U. S. Federal law:

                      (i) The Company has been duly incorporated and is an
               existing corporation in good standing under the laws of the State
               of Delaware, with power and authority (corporate and other) to
               own its properties and conduct its business as described in the
               Offering Document; and the Company is duly qualified to do
               business as a foreign corporation in good standing in all other
               jurisdictions in which its ownership or lease of property or the
               conduct of its business requires such qualification except to
<PAGE>   18

               the extent the failure to be so qualified would not have a 
               Material Adverse Effect;

                      (ii) The Indenture has been duly authorized; the Offered
               Securities have been duly authorized; and when the Offered
               Securities are delivered and paid for pursuant to this Agreement
               on the Closing Date, the Indenture will have been duly executed,
               authenticated, issued and delivered and will conform to the
               description thereof contained in the Offering Document and the
               Indenture and such Offered Securities will constitute valid and
               legally binding obligations of the Company enforceable in
               accordance with their terms, subject to bankruptcy, insolvency,
               fraudulent transfer, reorganization, moratorium and similar laws
               of general applicability relating to or affecting creditors'
               rights and to general equity principles; and except as the right
               to indemnity and contribution may be limited by state or federal
               securities laws or the public policy underlying such laws;

                      (iii) The Company is not and, after giving effect to the
               offering and sale of the Offered Securities and the application
               of the proceeds thereof as described in the Offering Document,
               will not be an "investment company" as defined in the Investment
               Company Act;

                      (iv) No consent, approval, authorization or order of, or
               filing with, any governmental agency or body or any court is
               required for the consummation of the transactions contemplated by
               this Agreement in connection with the issuance or sale of the
               Offered Securities by the Company, and the consummation of the
               transactions under the Registration Rights Agreement, other than
               as may be required under the Securities Act and the Rules and
               Regulations of the Commission thereunder with respect to the
               Registration Rights Agreement and the transactions contemplated
               thereunder and such as may be required by securities or blue sky
               laws of the various states of the United States and of foreign
               jurisdiction in connection with the offer and sale of the Offered
               Securities;

                      (v) The execution, delivery and performance of the
               Indenture, the Registration Rights Agreement and this Agreement
               and the issuance and sale of the Offered Securities and
               compliance with the terms and provisions thereof will not result
               in a breach or violation of any of the terms and provisions of,
               or constitute a default under, any statute, rule, regulation or
               order of any governmental agency or body or any court having
               jurisdiction over the Company or any subsidiary of the Company or
               any of their properties, or any agreement or instrument listed as
               an exhibit to the Company's Annual Report on Form 10-K most
               recently filed 

<PAGE>   19


                with the Commission or listed as an exhibit to or filed with any
                subsequent reports filed by the Company under the Exchange Act
                through April 15, 1998, to which the Company or any such
                subsidiary is a party or by which the Company or any such
                subsidiary is bound or to which any of the properties of the
                Company or any such subsidiary is subject, or the charter or
                by-laws of the Company or any such subsidiary, and the Company
                has full power and authority to authorize, issue and sell the
                Offered Securities as contemplated by this Agreement;

                      (vi) Such counsel have no reason to believe that the
               Offering Document, or any amendment or supplement thereto, as of
               the date hereof and as of the Closing Date, contained any untrue
               statement of a material fact or omitted to state any material
               fact necessary to make the statements therein not misleading; it
               being understood that such counsel need express no opinion as to
               the financial statements or other financial data contained in the
               Offering Document;

                      (vii) The Registration Rights Agreement has been duly
               authorized by the Company and, when executed and delivered, will
               conform in all material respects to the description thereof
               contained in the Offering Document; the Registration Rights
               Agreement, when validly executed and delivered by the Company,
               will constitute a valid and binding obligation of the Company and
               will be enforceable against it in accordance with its terms,
               subject to bankruptcy, insolvency, fraudulent transfer,
               reorganization, moratorium and similar laws of general
               applicability relating to or affecting creditors' rights and to
               general equity principles; and except as the right to indemnity
               and contribution may be limited by state or federal securities
               laws or the public policy underlying such laws;

                      (viii) This Agreement has been duly authorized, executed
               and delivered by the Company;

                      (ix) Assuming the accuracy of the representations of the
               Purchasers contained in Section 4, it is not necessary in
               connection with (i) the offer, sale and delivery of the Offered
               Securities by the Company to the several Purchasers pursuant to
               this Agreement or (ii) the resales of the Offered Securities by
               the several Purchasers in the manner contemplated by this
               Agreement, to register the Offered Securities under the
               Securities Act or to qualify an indenture in respect thereof
               under the Trust Indenture Act;

                      (x) To the best of such counsel's knowledge, the Company
               and its 
<PAGE>   20



                subsidiaries are in compliance in all material respects with all
                material terms and conditions of the Communications Act of 1934,
                as amended by the Communications Act and with all applicable and
                material rules, regulations and policies of the FCC pertaining
                to the Licenses;

                      (xi) To the best of such counsel's knowledge, all of the
               Licenses are currently valid and in full force and effect, and
               there is no investigation, notice of apparent liability,
               violation, forfeiture or other order or complaint issued by or
               before any court or regulatory body, including the FCC, or of any
               other proceedings (other than proceedings relating to the
               wireless communications industries generally) which could in any
               manner materially threaten or adversely affect the validity or
               continued effectiveness of any of the Licenses;

                       (xii) To the best of such counsel's knowledge, no event
               has occurred which (i) results in, or after notice or lapse of
               time or both would result in, revocation, suspension, adverse
               modification, non-renewal, impairment, restriction or
               termination of, or order of forfeiture with respect to, any
               License or (ii) materially and adversely affects or could
               reasonably be expected in the future to materially adversely
               affect any of the rights of the Company or any of its
               subsidiaries thereunder;

                      (xiii) To the best of such counsel's knowledge, the
               Company and its subsidiaries have duly filed in a timely manner
               all material filings, reports, applications, documents,
               instruments and information required to be filed by them under
               the Communications Act pertaining to the Licenses; and

                      (xiv) To the best of such counsel's knowledge, there is no
               reason to believe that any of the Licenses will not be renewed in
               the ordinary course.

               The opinions set forth in clauses (iv) as applicable, (vii), as
        applicable, (x), (xi), (xii), (xiii) and (xiv) may be given by Reboul,
        McMurray, Hewit, Maynard & Kristol and Smithwick & Belendiuk, P.C.,
        counsel to the Company on FCC matters.

               (d) The Purchasers shall have received from Cravath, Swaine &
        Moore, counsel for the Purchasers, such opinion or opinions, dated the
        Closing Date, with respect to the incorporation of the Company, the
        validity of the Offered Securities, the Offering Document, the exemption
        from registration for the offer and sale of the Offered Securities by
        the Company to the several Purchasers and the resales by the several
        Purchasers as contemplated hereby and other related matters as CSFBC may
        require, and the Company shall have furnished to such counsel such
        documents as they request for the purpose of enabling them to pass upon
        such 
<PAGE>   21



        matters.

                (e) The Purchasers shall have received a certificate, dated the
        Closing Date, of the President or any Vice President and a principal
        financial or accounting officer of the Company in which such officers,
        to the best of their knowledge after reasonable investigation, shall
        state that the representations and warranties of the Company in this
        Agreement are true and correct, that the Company has complied with all
        agreements and satisfied all conditions on its part to be performed or
        satisfied hereunder at or prior to the Closing Date, and that,
        subsequent to the dates of the most recent financial statements in the
        Offering Document there has been no material adverse change, nor any
        development or event involving a prospective material adverse change, in
        the condition (financial or other), business, properties or results of
        operations of the Company and its subsidiaries taken as a whole except
        as set forth in or contemplated by the Offering Document or as described
        in such certificate.

               (f) The Purchasers shall have received a letter, dated the
        Closing Date, of Ernst & Young LLP which meets the requirements of
        subsection (a) of this Section, except that the specified date referred
        to in such subsection will be a date not more than three business days
        prior to the Closing Date for the purposes of this subsection.

               (g) The Purchasers shall have received a letter, dated the
        Closing Date, of Arthur Andersen LLP which meets the requirements of
        Subsection (b) of this Section, except that the specified date referred
        to in such subsection will be a date not more than three business days
        prior to the Closing Date for the purposes of the subsection.

               (h) The Purchasers shall have received a letter, dated the
        Closing Date, of Arthur Andersen LLP which meets the requirements of
        Subsection (c) of this Section except that the specified date referred
        to in such subsection will be a date not more than three business days
        prior to the Closing Date for the purpose of the subsection.

        The Company will furnish the Purchasers with such conformed copies of
such opinions, certificates, letters and documents as the Purchasers reasonably
request. CSFBC may in its sole discretion waive on behalf of the Purchasers
compliance with any conditions to the obligations of the Purchasers hereunder,
whether in respect of the Closing Date or otherwise.

        7.  Indemnification and Contribution.
<PAGE>   22



               (a) The Company will indemnify and hold harmless each Purchaser
against any losses, claims, damages or liabilities, joint or several, to which
such Purchaser may become subject, under the Securities Act or the Exchange Act
or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in the Offering
Document, or any amendment or supplement thereto, or any related preliminary
offering circular, Exchange Act Reports and the press release issued by the
Company and attached as an exhibit thereto, or arise out of or are based upon
the omission or alleged omission to state therein a material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, and will reimburse each Purchaser for any
legal or other expenses reasonably incurred by such Purchaser in connection with
investigating or defending any such loss, claim, damage, liability or action as
such expenses are incurred; provided, however, that the Company will not be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement in or omission or alleged omission from any of such documents in
reliance upon and in conformity with written information furnished to the
Company by any Purchaser through CSFBC specifically for use therein, it being
understood and agreed that the only such information consists of the information
described as such in subsection (b) below; provided further, however, that with
respect to any untrue statement or alleged untrue statement in or omission or
alleged omission from any preliminary offering circular, the indemnity agreement
contained in this subsection (a) shall not inure to the benefit of any Purchaser
that sold the Offered Securities concerned to the person asserting any such
losses, claims, damages or liabilities, to the extent that such sale was an
initial resale by such Purchaser and any such loss, claim, damage or liability
of such Purchaser results from the fact that there was not sent or given to such
person, at or prior to the written confirmation of the sale of such Offered
Securities to such person, a copy of the Offering Document if the Company had
previously furnished copies thereof to such Purchaser and such Offering Document
corrected such untrue statement or omission or alleged untrue statement or
omission.
 .

        (b) Each Purchaser severally and not jointly will indemnify and hold
harmless the Company against any losses, claims, damages or liabilities to which
the Company may become subject, under the Securities Act or the Exchange Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Offering Document, or any
amendment or supplement thereto, or any related preliminary offering circular,
or arise out of or are based upon the omission or the alleged omission to state
therein a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading, in
each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company by such
Purchaser through CSFBC 
<PAGE>   23



specifically for use therein, and will reimburse any legal or other expenses
reasonably incurred by the Company in connection with investigating or defending
any such loss, claim, damage, liability or action as such expenses are incurred,
it being understood and agreed that the only such information furnished by any
Purchaser consists of (i) the following information in the Offering Document:
the last paragraph at the bottom of the cover page concerning the terms of the
offering by the Purchasers, the legend concerning over-allotments and
stabilizing on the inside front cover page and the concession and reallowance
figures appearing in the first paragraph under the caption "Plan of
Distribution" and the statements under the caption "Risk Factors--Absence of
Public Market"; "Restrictions on Transferability" regarding the intention of the
Purchasers to make a market in the Offered Securities.

        (c) Promptly after receipt by an indemnified party under this Section of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
subsection (a) or (b) above, notify the indemnifying party of the commencement
thereof; but the omission so to notify the indemnifying party will not relieve
it from any liability which it may have to any indemnified party otherwise than
under subsection (a) or (b) above. In case any such action is brought against
any indemnified party and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein and, to
the extent that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such
indemnified party (who shall not, except with the consent of the indemnified
party, be counsel to the indemnifying party), and after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party will not be liable to such indemnified
party under this Section for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof other than
reasonable costs of investigation. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of any
pending or threatened action in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such
indemnified party unless such settlement includes an unconditional release of
such indemnified party from all liability on any claims that are the subject
matter of such action.

        (d) If the indemnification provided for in this Section is unavailable
or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities referred to in subsection (a) or (b) above (i) in such proportion as
is appropriate to reflect the relative benefits received by the Company on the
one hand and the Purchasers on the other from the offering of the Offered
Securities or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the Company on the one hand and the Purchasers on the other in
connection with the 
<PAGE>   24



statements or omissions which resulted in such losses, claims, damages or
liabilities as well as any other relevant equitable considerations. The relative
benefits received by the Company on the one hand and the Purchasers on the other
shall be deemed to be in the same proportion as the total net proceeds from the
offering (before deducting expenses) received by the Company bear to the total
discounts and commissions received by the Purchasers from the Company under this
Agreement. The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or the Purchasers and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The amount paid by an indemnified party as a
result of the losses, claims, damages or liabilities referred to in the first
sentence of this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any action or claim which is the subject of this
subsection (d). Notwithstanding the provisions of this subsection (d), no
Purchaser shall be required to contribute any amount in excess of the amount by
which the total price at which the Offered Securities purchased by it were
resold exceeds the amount of any damages which such Purchaser has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. The Purchasers' obligations in this subsection (d) to
contribute are several in proportion to their respective purchase obligations
and not joint.

        (e) The obligations of the Company under this Section shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Purchaser within the meaning of the Securities Act or the Exchange Act; and the
obligations of the Purchasers under this Section shall be in addition to any
liability which the respective Purchasers may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls the
Company within the meaning of the Securities Act or the Exchange Act.

        8. Default of Purchasers. If any Purchaser or Purchasers default in
their obligations to purchase Offered Securities hereunder and the aggregate
principal amount Offered Securities that such defaulting Purchaser or Purchasers
agreed but failed to purchase does not exceed 10% of the total principal amount
Offered Securities, CSFBC may make arrangements satisfactory to the Company for
the purchase of such Offered Securities by other persons, including any of the
Purchasers, but if no such arrangements are made by such the Closing Date, the
non-defaulting Purchasers shall be obligated severally, in proportion to their
respective commitments hereunder, to purchase the Offered Securities that such
defaulting Purchasers agreed but failed to purchase. If any Purchaser or
Purchasers so default and the aggregate principal amount of Offered Securities
with respect to which such default or defaults occur exceeds 10% of the total
<PAGE>   25



principal amount of Offered Securities and arrangements satisfactory to CSFBC
and the Company for the purchase of such Offered Securities by other persons are
not made within 36 hours after such default, this Agreement will terminate
without liability on the part of any non-defaulting Purchaser or the Company,
except as provided in Section 9. As used in this Agreement, the term "Purchaser"
includes any person substituted for a Purchaser under this Section. Nothing
herein will relieve a defaulting Purchaser from liability for its default.

        9. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of the
Company or its officers and of the several Purchasers set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless of
any investigation, or statement as to the results thereof, made by or on behalf
of any Purchaser, the Company or any of their respective representatives,
officers or directors or any controlling person, and will survive delivery of
and payment for the Offered Securities. If this Agreement is terminated
pursuant to Section 8 or if for any reason the purchase of the Offered
Securities by the Purchasers is not consummated, the Company shall remain
responsible for the expenses to be paid or reimbursed by it pursuant to Section
5 and the respective obligations of the Company and the Purchasers pursuant to
Section 7 shall remain in effect. If the purchase of the Offered Securities by
the Purchasers is not consummated for any reason other than solely because of
the termination of this Agreement pursuant to Section 8 or the occurrence of any
event specified in clause (C), (D) or (E) of Section 6(b)(ii), the Company will
reimburse the Purchasers for all out-of-pocket expenses (including fees and
disbursements of counsel) reasonably incurred by them in connection with the
offering of the Offered Securities.

        10. Notices. All communications hereunder will be in writing and, if
sent to the Purchasers will be mailed, delivered faxed and confirmed to the
Purchasers, c/o Credit Suisse First Boston Corporation, Eleven Madison Avenue,
New York, N.Y. 10010-3629, Attention: Investment Banking
Department--Transactions Advisory Group, or, if sent to the Company, will be
mailed, delivered or electronically transmitted and confirmed to it at 5000
Plaza on the Lake, Suite 200, Austin, Texas 78746, Attention: Chief Financial
Officer; provided, however, that any notice to a Purchaser pursuant to Section 7
will be mailed, delivered or faxed and confirmed to such Purchaser.

        11. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
controlling persons referred to in Section 7, and no other person will have any
right or obligation hereunder, except that holders of Offered Securities shall
be entitled to enforce the agreements for their benefit contained in the second
and third sentences of Section 5(b) hereof against the Company as if such
holders were parties thereto.

         12. Representation of Purchasers. You will act for the several
Purchasers in connection with this purchase, and any action under this Agreement
taken by you will be 
<PAGE>   26



binding upon all the Purchasers.

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

        14. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS.

        The Company hereby submits to the non-exclusive jurisdiction of the
Federal and state courts in the Borough of Manhattan in The City of New York in
any suit or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby.



<PAGE>   27



        If the foregoing is in accordance with the Purchasers' understanding of
our agreement, kindly sign and return to us one of the counterparts hereof,
whereupon it will become a binding agreement between the Company and the several
Purchasers in accordance with its terms.

                                Very truly yours,

                                IXC COMMUNICATIONS, INC.

                                By:   /s/ Stuart K. Coppens
                                    ----------------------------------------
                                    Name: Stuart K. Coppens
                                    Title: Vice President of Finance and
                                    Chief Accounting Officer




The foregoing Purchase Agreement 
 is hereby confirmed and accepted 
 as of the date first above written.



Acting on behalf of itself and as the
  Representative of the several
  Purchasers


Credit Suisse First Boston Corporation

        By: /s/ J. Peter Beckett
            ---------------------------
               Name: J. Peter Beckett
               Title:  Director

<PAGE>   28


                                   SCHEDULE A
<TABLE>
<CAPTION>

                                                              PRINCIPAL AMOUNT OF
PURCHASERS                                                    OFFERED SECURITIES
- ----------                                                    ------------------
<S>                                                             <C>         
Credit Suisse First Boston Corporation......................    $225,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated .........      90,000,000
Morgan Stanley & Co. Incorporated...........................      90,000,000
NationsBanc Montgomery Securities LLC.......................      45,000.000
                                                                ------------

                      Total.................................    $450,000,000
</TABLE>


<PAGE>   1
                                                                     EXHIBIT 4.2



                                  $450,000,000

                            IXC COMMUNICATIONS, INC.

                      9% SENIOR SUBORDINATED NOTES DUE 2008


                          REGISTRATION RIGHTS AGREEMENT


                                                                  April 16, 1998

Credit Suisse First Boston Corporation
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Morgan Stanley & Co. Incorporated
NationsBanc Montgomery Securities LLC
c/o Credit Suisse First Boston Corporation
    Eleven Madison Avenue
        New York, NY 10010-3629

Dear Sirs:

               IXC Communications, Inc., a Delaware corporation (the "Company
Notes"), proposes to issue and sell to Credit Suisse First Boston Corporation,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co.
Incorporated and NationsBanc Montgomery Securities LLC (collectively, the
"Initial Purchasers"), upon the terms set forth in a purchase agreement of even
date herewith (the "Purchase Agreement"), $450.0 million aggregate principal
amount of its 9% Senior Subordinated Notes due 2008 (the "Notes"). The Notes
will be issued pursuant to an Indenture, dated as of April 21, 1998, (the
"Indenture") among the Company, and IBJ Schroder Bank & Trust Company (the
"Trustee"). As an inducement to the Initial Purchasers, the Company agrees with
the Initial Purchasers, for the benefit of the holders of the Notes (including
the Initial Purchasers), the Exchange Notes (as defined below) and the Private
Exchange Notes (as defined below) (collectively, the "Holders"), as follows:

               1. Registered Exchange Offer. The Company shall, at its cost,
prepare and, not later than 45 days after (or if the 45th day is not a business
day, the first business day thereafter) the date of original issue of the Notes
(the "Issue Date"), file with the Securities and Exchange Commission (the
"Commission") a registration statement (the "Exchange Offer Registration
Statement") on an appropriate form under the Securities Act of 1933 (the
"Securities Act"), with respect to a proposed offer (the "Registered Exchange
Offer") to the Holders of the Notes, who are not prohibited by any law or 
<PAGE>   2
                                                                               2

policy of the Commission from participating in the Registered Exchange Offer, to
issue and deliver to such Holders, in exchange for the Notes, a like aggregate
principal amount of debt securities (the "Exchange Notes") of the Issuer issued
under the Indenture and identical in all material respects to the Notes (except
for the transfer restrictions relating to such Notes) that would be registered
under the Securities Act. The Company shall use its best efforts to cause such
Exchange Offer Registration Statement to become effective under the Securities
Act within 120 days (or if the 120th day is not a business day, the first
business day thereafter) after the Issue Date of the Notes and shall keep the
Exchange Offer Registration Statement effective for not less than 30 days (or
longer, if required by applicable law) after the date notice of the Registered
Exchange Offer is mailed to the Holders (such period being called the "Exchange
Offer Registration Period").

               If the Company effects the Registered Exchange Offer, the Company
will be entitled to close the Registered Exchange Offer 30 days after the
commencement thereof provided that the Company has accepted all the Notes
theretofore validly tendered in accordance with the terms of the Registered
Exchange Offer.

               Following the declaration of the effectiveness of the Exchange
Offer Registration Statement, the Company shall promptly commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer to
enable each Holder of the Notes electing to exchange the Notes for Exchange
Notes (assuming that such Holder is not an affiliate of the Company within the
meaning of the Securities Act, acquires the Exchange Notes in the ordinary
course of such Holder's business and has no arrangements or understandings with
any person to participate in the distribution of the Exchange Notes and is not
prohibited by any law or policy of the Commission from participating in the
Registered Exchange Offer) to trade such Exchange Notes from and after their
receipt without any limitations or restrictions under the Securities Act and
without material restrictions under the securities laws of the several states of
the United States.

               The Company acknowledges that, pursuant to current
interpretations by the Commission's staff of Section 5 of the Securities Act, in
the absence of an applicable exemption therefrom, (i) each Holder that is a
broker-dealer electing to exchange the Notes acquired for its own account as a
result of market-making activities or other trading activities, for Exchange
Notes (an "Exchanging Dealer"), is required to deliver a prospectus containing
the information set forth in Annex A hereto on the cover, in Annex B hereto in
the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer"
section, and in Annex C hereto in the "Plan of Distribution" section of such
prospectus in connection with a sale of any such Exchange Notes received by such


<PAGE>   3
                                                                               3


Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial
Purchaser that elects to sell Exchange Notes acquired in exchange for Notes
constituting any portion of an unsold allotment is required to deliver a
prospectus containing the information required by Items 507 or 508 of Regulation
S-K under the Securities Act, as applicable, in connection with such sale.

               The Company shall use its best efforts to keep the Exchange Offer
Registration Statement effective and to amend and supplement the prospectus
contained therein, in order to permit such prospectus to be lawfully delivered
by all persons subject to the prospectus delivery requirements of the Securities
Act for such period of time as such persons must comply with such requirements
in order to resell the Exchange Notes; provided, however, that (i) in the case
where such prospectus and any amendment or supplement thereto must be delivered
by an Exchanging Dealer or an Initial Purchaser, such period shall be the lesser
of 180 days and the date on which all Exchanging Dealers and the Initial
Purchasers have sold all Exchange Notes held by them (unless such period is
extended pursuant to Section 3(j) below) and (ii) the Company shall make such
prospectus and any amendment or supplement thereto, available to any
broker-dealer for use in connection with any resale of any Exchange Notes for a
period not less than 90 days after the consummation of the Registered Exchange
Offer.

               If, upon consummation of the Registered Exchange Offer, any
Initial Purchaser holds Notes acquired by it as part of its initial
distribution, the Company, simultaneously with the delivery of the Exchange
Notes pursuant to the Registered Exchange Offer, shall issue and deliver to such
Initial Purchaser upon the written request of such Initial Purchaser, in
exchange (the "Private Exchange") for the Notes held by such Initial Purchaser,
a like aggregate principal amount of debt securities of the Company issued under
the Indenture and identical in all material respects (including the existence of
restrictions on transfer under the Securities Act and the securities laws of the
several states of the United States) to the Notes (the "Private Exchange
Notes"). The Notes, the Exchange Notes and the Private Exchange Notes are
hereinafter collectively called the "Securities".

               In connection with the Registered Exchange Offer, the Company
shall:

               (a) mail to each Holder a copy of the final prospectus forming
        part of the Exchange Offer Registration Statement, together with an
        appropriate letter of transmittal and related documents;

               (b) keep the Registered Exchange Offer open for not less than 30
        days (or longer, if required by applicable law) after the date notice
        thereof is mailed to the 

<PAGE>   4
                                                                               4


        Holders;

               (c) utilize the services of a depositary for the Registered
        Exchange Offer with an address in the Borough of Manhattan, The City of
        New York;

               (d) permit Holders to withdraw tendered Notes at any time prior
        to the close of business, New York time, on the last business day on
        which the Registered Exchange Offer shall remain open; and

               (e)  otherwise comply with all applicable laws.

               As soon as practicable after the close of the Registered Exchange
Offer or the Private Exchange, as the case may be, the Company shall:

               (x) accept for exchange all the Notes validly tendered and not
        withdrawn pursuant to the Registered Exchange Offer and the Private
        Exchange;

               (y) deliver to the Trustee for cancelation all the Notes so
        accepted for exchange; and

               (z) cause the Trustee to authenticate and deliver promptly to
        each Holder that validly tendered the Notes and had not withdrawn such
        tender, Exchange Notes or Private Exchange Notes, as the case may be,
        equal in aggregate principal amount to the Notes of such Holder so
        accepted for exchange.

           The Indenture will provide that the Exchange Notes will not be
subject to the transfer restrictions set forth in the Indenture and that all the
Securities will vote and consent together on all matters as one class and that
none of the Securities will have the right to vote or consent as a class
separate from one another on any matter.

           Interest on each Exchange Note and Private Exchange Note issued
pursuant to the Registered Exchange Offer and in the Private Exchange will
accrue from the last interest payment date on which interest was paid on the
Notes surrendered in exchange therefor or, if no interest has been paid on the
Notes, from the Issue Date.

           Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company that at the time of the consummation of the
Registered 
<PAGE>   5

                                                                               5

Exchange Offer (i) any Exchange Notes received by such Holder will be
acquired in the ordinary course of business, (ii) such Holder will have no
arrangements or understanding with any person to participate in the distribution
of the Notes or the Exchange Notes within the meaning of the Securities Act,
(iii) such Holder is not an "affiliate," as defined in Rule 405 of the
Securities Act, of the Company or if it is an affiliate, such Holder will comply
with the registration and prospectus delivery requirements of the Securities Act
to the extent applicable, (iv) if such Holder is not a broker-dealer, that it is
not engaged in, and does not intend to engage in, the distribution of the
Exchange Securities and (v) if such Holder is a broker-dealer, that it will
receive Exchange Notes for its own account in exchange for Notes that were
acquired as a result of market-making activities or other trading activities and
that it will be required to acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Notes.

           Notwithstanding any other provisions hereof, the Company will ensure
that (i) any Exchange Offer Registration Statement and any amendment thereto and
any prospectus forming part thereof and any supplement thereto complies in all
material respects with the Securities Act and the rules and regulations
thereunder, (ii) any Exchange Offer Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (iii) any prospectus
forming part of any Exchange Offer Registration Statement, and any supplement to
such prospectus, does not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading.

           2. Shelf Registration. If, (i) because of any change in law or in
applicable interpretations thereof by the staff of the Commission, the Company
is not permitted to effect the Registered Exchange Offer, as contemplated by
Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within
150 days of the Issue Date, (iii) any Initial Purchaser so requests with respect
to the Notes not eligible to be exchanged for Exchange Notes in the Registered
Exchange Offer or with respect to the Private Exchange Notes and, in each case,
held by it following consummation of the Registered Exchange Offer or (iv) any
Holder (other than an Exchanging Dealer) is not eligible to participate in the
Registered Exchange Offer or, in the case of any Holder (other than an
Exchanging Dealer) that participates in the Registered Exchange Offer, such
Holder does not receive freely tradeable Exchange Notes on the date of the
exchange, the Company shall take the following actions:

           (a) The Company shall, at its cost, as promptly as practicable (but
    in no event 

<PAGE>   6
                                                                               6



    more than 45 days after so required or requested pursuant to this Section 2)
    file with the Commission and thereafter shall use its best efforts to cause
    to be declared effective a registration statement or statements (the "Shelf
    Registration Statement" and, together with the Exchange Offer Registration
    Statement, a "Registration Statement") on an appropriate form under the
    Securities Act relating to the offer and sale of the Transfer Restricted
    Securities (as defined in Section 6 hereof) by the Holders thereof from time
    to time in accordance with the methods of distribution set forth in the
    Shelf Registration Statement and Rule 415 under the Securities Act
    (hereinafter, the "Shelf Registration"); provided, however, that no Holder
    (other than an Initial Purchaser) shall be entitled to have the Securities
    held by it covered by such Shelf Registration Statement unless such Holder
    agrees in writing to be bound by all the provisions of this Agreement
    applicable to such Holder.

           (b) The Company shall use its best efforts to keep the Shelf
    Registration Statement continuously effective in order to permit the
    prospectus included therein to be lawfully delivered by the Holders of the
    relevant Securities, for a period of two years (or for such longer period if
    extended pursuant to Section 3(j) below) from the date of its effectiveness
    or such shorter period that will terminate when all the Securities covered
    by the Shelf Registration Statement (i) have been sold pursuant thereto or
    (ii) are eligible for sale under Rule 144(k) (or any successor provision)
    under the Securities Act. The Company shall be deemed not to have used its
    best efforts to keep the Shelf Registration Statement effective during the
    requisite period if it voluntarily takes any action that would result in
    Holders of Securities covered thereby not being able to offer and sell such
    Securities during that period, unless such action is required by applicable
    law or is otherwise permitted to be taken pursuant to this Agreement.

           (c) Notwithstanding any other provisions of this Agreement to the
    contrary, the Company shall cause the Shelf Registration Statement and the
    related prospectus and any amendment or supplement thereto, as of the
    effective date of the Shelf Registration Statement, amendment or supplement,
    (i) to comply in all material respects with the applicable requirements of
    the Securities Act and the rules and regulations of the Commission and (ii)
    not to contain any untrue statement of a material fact or omit to state a
    material fact required to be stated therein or necessary in order to make
    the statements therein, in light of the circumstances under which they were
    made, not misleading.

           3. Registration Procedures. In connection with any Shelf Registration
contemplated by Section 2 hereof and, to the extent applicable, any Registered
Exchange Offer contemplated by Section 1 hereof, the following provisions shall
apply:
<PAGE>   7

                                                                               7



           (a) The Company shall (i) furnish to each Initial Purchaser, prior to
    the filing thereof with the Commission, a copy of the Registration Statement
    and each amendment thereof and each supplement, if any, to the prospectus
    included therein and, in the event that an Initial Purchaser (with respect
    to any portion of an unsold allotment from the original offering) is
    participating in the Registered Exchange Offer or the Shelf Registration
    Statement, shall use its best efforts to reflect in each such document, when
    so filed with the Commission, such comments as such Initial Purchaser
    reasonably may propose; (ii) include the information set forth in Annex A
    hereto on the cover, in Annex B hereto in the "Exchange Offer Procedures"
    section and the "Purpose of the Exchange Offer" section and in Annex C
    hereto in the "Plan of Distribution" section of the prospectus forming a
    part of the Exchange Offer Registration Statement and include the
    information set forth in Annex D hereto in the Letter of Transmittal
    delivered pursuant to the Registered Exchange Offer; (iii) if requested by
    an Initial Purchaser, include the information required by Items 507 or 508
    of Regulation S-K under the Securities Act, as applicable, in the prospectus
    forming a part of the Exchange Offer Registration Statement; (iv) include
    within the prospectus contained in the Exchange Offer Registration Statement
    a section entitled "Plan of Distribution", reasonably acceptable to the
    Initial Purchasers, which shall contain a summary statement of the positions
    taken or policies made by the staff of the Commission with respect to the
    potential "underwriter" status of any broker-dealer that is the beneficial
    owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934,
    as amended (the "Exchange Act")) of Exchange Securities received by such
    broker-dealer in the Registered Exchange Offer (a "Participating
    Broker-Dealer"), whether such positions or policies have been publicly
    disseminated by the staff of the Commission or such positions or policies,
    in the reasonable judgment of the Initial Purchasers based upon advice of
    counsel (which may be in-house counsel), represent the prevailing views of
    the staff of the Commission; and (v) in the case of a Shelf Registration
    Statement, include the names of the Holders who propose to sell Securities
    pursuant to the Shelf Registration Statement as selling securityholders.

           (b) The Company shall give written notice to the Initial Purchasers,
    the Holders of the Securities and any Participating Broker-Dealer from whom
    the Company has received prior written notice that it will be a
    Participating Broker-Dealer in the Registered Exchange Offer (which notice
    pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction
    to suspend the use of the 
<PAGE>   8
                                                                               8


    prospectus until the requisite changes have been made):

                  (i) when the Registration Statement or any amendment thereto
           has been filed with the Commission and when the Registration
           Statement or any post-effective amendment thereto has become
           effective;

                  (ii) of any request by the Commission for amendments or
           supplements to the Registration Statement or the prospectus included
           therein or for additional information;

                  (iii) of the issuance by the Commission of any stop order
           suspending the effectiveness of the Registration Statement or the
           initiation of any proceedings for that purpose;

                  (iv) of the receipt by the Company or its legal counsel of any
           notification with respect to the suspension of the qualification of
           the Securities for sale in any jurisdiction or the initiation or
           threatening of any proceeding for such purpose; and

                  (v) of the happening of any event that requires the Company to
           make changes in the Registration Statement or the prospectus in order
           that the Registration Statement or the prospectus do not contain an
           untrue statement of a material fact nor omit to state a material fact
           required to be stated therein or necessary to make the statements
           therein (in the case of the prospectus, in light of the circumstances
           under which they were made) not misleading which written notice need
           not provide any detail as to the nature of such event.

           (c) The Company shall make every reasonable effort to obtain the
    withdrawal at the earliest possible time, of any order suspending the
    effectiveness of the Registration Statement.

           (d) The Company shall furnish to each Holder of Securities included
    within the coverage of the Shelf Registration, without charge, at least one
    copy of the effective Shelf Registration Statement and any post-effective
    amendment thereto, including financial statements and schedules, and, if the
    Holder so requests in writing, all exhibits thereto (including those, if
    any, incorporated by reference).

           (e) The Company shall deliver to each Exchanging Dealer and each
    Initial Purchaser, and to any other Holder who so requests, without charge,
    at least one copy of the effective Exchange Offer Registration Statement and
    any post-effective 
<PAGE>   9
                                                                               9



    amendment thereto, including financial statements and schedules, and, if any
    Initial Purchaser or any such Holder requests, all exhibits thereto
    (including those incorporated by reference).

           (f) The Company shall, during the Shelf Registration Period, deliver
    to each Holder of Securities included within the coverage of the Shelf
    Registration, without charge, as many copies of the prospectus (including
    each preliminary prospectus) included in the Shelf Registration Statement
    and any amendment or supplement thereto as such person may reasonably
    request. The Company consents, subject to the provisions of this Agreement,
    to the use of the prospectus or any amendment or supplement thereto by each
    of the selling Holders of the Securities in connection with the offering and
    sale of the Securities covered by the prospectus, or any amendment or
    supplement thereto, included in the Shelf Registration Statement.

           (g) The Company shall deliver to each Initial Purchaser, any
    Exchanging Dealer, any Participating Broker-Dealer and such other persons
    required to deliver a prospectus following the Registered Exchange Offer,
    without charge, as many copies of the final prospectus included in the
    Exchange Offer Registration Statement and any amendment or supplement
    thereto as such persons may reasonably request. The Company consents,
    subject to the provisions of this Agreement, to the use of the prospectus or
    any amendment or supplement thereto by any Initial Purchaser, if necessary,
    any Participating Broker-Dealer and such other persons required to deliver a
    prospectus following the Registered Exchange Offer in connection with the
    offering and sale of the Exchange Notes covered by the prospectus, or any
    amendment or supplement thereto, included in such Exchange Offer
    Registration Statement.

           (h) Prior to any public offering of the Securities pursuant to any
    Registration Statement, the Company shall register or qualify or cooperate
    with the Holders of the Securities included therein and their respective
    counsel in connection with the registration or qualification of the
    Securities for offer and sale under the securities or "blue sky" laws of
    such states of the United States as any Holder of the Securities reasonably
    requests in writing and do any and all other acts or things necessary or
    advisable to enable the offer and sale in such jurisdictions of the
    Securities covered by such Registration Statement; provided, however, that
    the Company shall not be required to (i) qualify generally to do business in
    any jurisdiction where it is not then so qualified or (ii) take any action
    which would subject it to general service of process or to taxation in any
    jurisdiction where it is not then so subject.

<PAGE>   10


                                                                              10

           (i) The Company shall cooperate with the Holders of the Securities to
    facilitate the timely preparation and delivery of certificates representing
    the Securities to be sold pursuant to any Registration Statement free of any
    restrictive legends and in such denominations and registered in such names
    as the Holders may request a reasonable period of time prior to sales of the
    Securities pursuant to such Registration Statement.

           (j) Upon the occurrence of any event contemplated by paragraphs (ii)
    through (v) of Section 3(b) above during the period for which the Company is
    required to maintain an effective Registration Statement, the Company shall
    promptly prepare and file a post-effective amendment to the Registration
    Statement or a supplement to the related prospectus and any other required
    document so that, as thereafter delivered to Holders of the Securities or
    purchasers of Securities, the prospectus will not contain an untrue
    statement of a material fact or omit to state any material fact required to
    be stated therein or necessary to make the statements therein, in light of
    the circumstances under which they were made, not misleading. If the Company
    notifies the Initial Purchasers, the Holders of the Securities and any known
    Participating Broker-Dealer in accordance with paragraphs (ii) through (v)
    of Section 3(b) above to suspend the use of the prospectus until the
    requisite changes to the prospectus have been made, then the Initial
    Purchasers, the Holders of the Securities and any such Participating
    Broker-Dealers shall suspend use of such prospectus, and the period of
    effectiveness of the Exchange Offer Registration Statement provided for in
    Section 1 above shall be extended by the number of days from and including
    the date of the giving of such notice to and including the date when the
    Initial Purchasers, the Holders of the Securities and any known
    Participating Broker-Dealer shall have received such amended or supplemented
    prospectus pursuant to this Section 3(j).

           (k) Not later than the effective date of the applicable Registration
    Statement, the Company will provide a CUSIP number for the Notes, the
    Exchange Notes or the Private Exchange Notes, as the case may be, and
    provide the Trustee with printed certificates for the Notes, the Exchange
    Notes or the Private Exchange Notes, as the case may be, in a form eligible
    for deposit with The Depository Trust Company.

           (l) The Company will comply with all rules and regulations of the
    Commission to the extent and so long as they are applicable to the
    Registered Exchange Offer or the Shelf Registration and will make generally
    available to its securityholders (or otherwise provide in accordance with
    Section 11(a) of the Securities Act) an earnings statement satisfying the
    provisions of Section 11(a) of the Securities Act, no later than 90 days
    after the end of a 12-month period (or 180 days, if such period is a fiscal
    year) beginning with the first month of the Company's first 
<PAGE>   11
                                                                              11


    fiscal quarter commencing after the effective date of the Registration
    Statement, which statement shall cover such 12-month period.

           (m) The Company shall cause the Indenture to be qualified under the
    Trust Indenture Act of 1939, as amended, (the "Trust Indenture Act") in a
    timely manner and containing such changes, if any, as shall be reasonably
    necessary for such qualification. In the event that such qualification would
    require the appointment of a new trustee under the Indenture, the Company
    shall appoint a new trustee thereunder pursuant to the applicable provisions
    of the Indenture.

           (n) The Company may require each Holder of Securities to be sold
    pursuant to the Shelf Registration Statement to furnish to the Company such
    information regarding the Holder and the distribution of the Securities as
    the Company may from time to time reasonably require for inclusion in the
    Shelf Registration Statement, and the Company may exclude from such
    registration the Securities of any Holder that fails to furnish or, if
    necessary, update such information within a reasonable time after receiving
    such request.

           (o) The Company shall enter into such customary agreements
    (including, if requested, an underwriting agreement in customary form) and
    take all such other action, if any, as any Holder of the Securities shall
    reasonably request in order to facilitate the disposition of the Securities
    pursuant to any Shelf Registration.

           (p) In the case of any Shelf Registration, the Company shall (i) make
    reasonably available for inspection by a representative of the Holders of
    the Securities, any underwriter participating in any disposition pursuant to
    the Shelf Registration Statement and any attorney, accountant or other agent
    retained by the Holders of the Securities or any such underwriter all
    relevant financial and other records, pertinent corporate documents and
    properties of the Company and (ii) cause the Company's officers, directors,
    employees, accountants and auditors to supply all relevant information
    reasonably requested by the Holders of the Securities or any such
    underwriter, attorney, accountant or agent in connection with the Shelf
    Registration Statement, in each case, as shall be reasonably necessary to
    enable such persons to conduct a reasonable investigation within the meaning
    of Section 11 of the Securities Act; provided, however, that the foregoing
    inspection and information gathering shall be coordinated on behalf of the
    Initial Purchasers by you and on behalf of the other parties, by one counsel
    designated by and on behalf of such other parties 
<PAGE>   12


                                                                              12


    as described in Section 4 hereof.

           (q) In the case of any Shelf Registration, the Company, if requested
    by a majority of the Holders of Securities covered thereby, shall cause (i)
    its counsel to deliver an opinion and updates thereof relating to the
    Securities in customary form addressed to such Holders and the managing
    underwriters, if any, thereof and dated the effective date of such Shelf
    Registration Statement or of the most recent post-effective amendment
    thereto (it being agreed that the matters to be covered by such opinion
    shall include the due incorporation and good standing of the Company and its
    subsidiaries; the qualification of the Company and its subsidiaries to
    transact business as foreign corporations; the due authorization, execution
    and delivery of the relevant agreement of the type referred to in Section
    3(o) hereof; the due authorization, execution, authentication and issuance,
    and the validity and enforceability, of the applicable Securities; the
    absence of material legal or governmental proceedings involving the Company
    and its subsidiaries; the absence of governmental approvals required to be
    obtained in connection with the Shelf Registration Statement, the offering
    and sale of the applicable Securities, or any agreement of the type referred
    to in Section 3(o)); the compliance as to form of such Shelf Registration
    Statement and any documents incorporated by reference therein and of the
    Indenture with the requirements of the Securities Act and the Trust
    Indenture Act, respectively; and, as of the date of the opinion and as of
    the effective date of the Shelf Registration Statement or most recent
    post-effective amendment thereto, as the case may be, the absence from such
    Shelf Registration Statement and the prospectus included therein, as then 
    amended or supplemented, and from any documents incorporated by reference
    therein of an untrue statement of a material fact or the omission to state
    therein a material fact required to be stated therein or necessary to make
    the statements therein not misleading (in the case of any such documents, in
    the light of the circumstances existing at the time that such documents were
    filed with the Commission under the Exchange Act) (it being understood that
    such counsel shall not be required to express any opinion as to the
    financial statements and related notes, the financial projections and other
    financial, statistical and accounting data included therein or appended
    thereto); (ii) its officers to execute and deliver all customary documents
    and certificates and updates thereof reasonably requested by any
    underwriters of the applicable Securities and (iii) its independent public
    accountants to provide to the selling Holders of the applicable Securities
    and any underwriter therefor a comfort letter in customary form and covering
    matters of the type customarily covered in comfort letters in connection
    with primary underwritten offerings, subject to receipt of appropriate
    documentation as contemplated, and only if permitted, by Statement of
    Auditing Standards No. 72.
<PAGE>   13
                                                                              13
  

         (r) In the case of the Registered Exchange Offer, if requested by any
    Initial Purchaser or any known Participating Broker-Dealer, the Company
    shall, at the time of the consummation of such Registered Exchange Offer,
    cause (i) its counsel to deliver to such Initial Purchaser or such
    Participating Broker-Dealer a signed opinion in the form set forth in
    Section 6(e) of the Purchase Agreement with such changes as are customary in
    connection with the preparation of a Registration Statement and (ii) its
    independent public accountants to deliver to such Initial Purchaser or such
    Participating Broker-Dealer a comfort letter, in customary form, meeting the
    requirements as to the substance thereof as set forth in Section 6(a) of the
    Purchase Agreement, with appropriate date changes.

           (s) If a Registered Exchange Offer or a Private Exchange is to be
    consummated, upon delivery of the Notes by Holders to the Company (or to
    such other Person as directed by the Company) in exchange for the Exchange
    Notes or the Private Exchange Notes, as the case may be, the Company shall
    mark, or caused to be marked, on the Notes so exchanged that such Notes are
    being canceled in exchange for the Exchange Notes or the Private Exchange
    Notes, as the case may be, in no event shall the Notes be marked as paid or
    otherwise satisfied.

           (t) The Company shall use its best efforts to (a) if the Notes have
    been rated prior to the initial sale of such Notes, confirm that such
    ratings will apply to the Securities covered by a Registration Statement, or
    (b) if the Notes were not previously rated, cause the Notes covered by a
    Registration Statement to be rated with the appropriate rating agencies, if
    so requested by Holders of a majority in aggregate principal amount of
    Securities covered by such Registration Statement, or by the managing
    underwriters, if any.

           (u) In the event that any broker-dealer registered under the Exchange
    Act shall underwrite any Securities or participate as a member of an
    underwriting syndicate or selling group or "assist in the distribution"
    (within the meaning of the Conduct Rules of the National Association of
    Securities Dealers, Inc. ("NASD")) thereof, whether as a Holder of such
    Securities or as an underwriter, a placement or sales agent or a broker or 
    dealer in respect thereof, or otherwise, the Company shall assist such
    broker-dealer in complying with the requirements of such Conduct Rules,
    including (i) if Rule 2720 thereto shall so require, engaging a "qualified
    independent underwriter" (as defined in Rule 2720) to participate in the
    preparation of the Registration Statement relating to such Securities, to
    exercise usual standards of due diligence in respect thereto and, if any
    portion of the offering contemplated by such Registration Statement is an
    underwritten offering or is made through a placement or sales agent, to
    recommend the yield of such Securities, (ii) indemnifying any such 
<PAGE>   14
                                                                              14



    qualified independent underwriter to the extent of the indemnification of
    underwriters provided in Section 5 hereof and (iii) providing such
    information to such broker-dealer as may be required in order for such
    broker-dealer to comply with the requirements of the Conduct Rules of the
    NASD.

           (v) The Company shall use its best efforts to take all other steps
    necessary to effect the registration of the Securities covered by a
    Registration Statement contemplated hereby.

           4. Registration Expenses. The Company shall bear all fees and
expenses incurred in connection with the performance of its obligations under
Sections 1 through 3 hereof, whether or not the Registered Exchange Offer or a
Shelf Registration Statement is filed or becomes effective, and, in the event of
a Shelf Registration, shall bear or reimburse the Holders of the Securities
covered thereby for the reasonable fees and disbursements of one firm of counsel
designated by the Holders of a majority in principal amount of the Securities
covered thereby to act as counsel for the Holders of the Securities in
connection therewith provided that such Holders shall be responsible for any and
all (i) underwriting discounts and commissions and (ii) other out-of-pocket
expenses of such Holders incurred in connection with the Shelf Registration.

           5. Indemnification. (a) The Company agrees to indemnify and hold
harmless each Holder of the Securities, any Participating Broker-Dealer and each
person, if any, who controls such Holder or such Participating Broker-Dealer
within the meaning of Section 15 of the Securities Act or Section 20(a) the
Exchange Act from and against any losses, claims, damages or liabilities, joint
or several, or any actions in respect thereof (including any losses, claims,
damages, liabilities or actions relating to purchases and sales of the
Securities) to which each indemnified party may become subject under the
Securities Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages, liabilities or actions arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any prospectus relating to a Shelf Registration Statement, or arise out
of, or are based upon, the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and shall reimburse, as incurred, the indemnified
parties for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action in respect thereof; provided, however, that (i) the Company
shall not be liable in any such case to the extent that such 
<PAGE>   15
                                                                              15



loss, claim, damage or liability arises out of or is based upon any untrue
statement or alleged untrue statement or omission or alleged omission made in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration Statement in
reliance upon and in conformity with written information pertaining to such
Holder and furnished to the Company by or on behalf of such Holder specifically
for inclusion therein and (ii) with respect to any untrue statement or omission
or alleged untrue statement or omission made in any preliminary prospectus
relating to a Shelf Registration Statement, the indemnity agreement contained in
this subsection (a) shall not enure to the benefit of any Holder or
Participating Broker-Dealer from whom the person asserting any such losses,
claims, damages or liabilities purchased the Securities concerned, to the extent
that a prospectus relating to such Securities was required to be delivered by
such Holder or Participating Broker-Dealer under the Securities Act in
connection with such purchase and any such loss, claim, damage or liability of
such Holder or Participating Broker-Dealer results from the fact that there was
not sent or given to such person, at or prior to the written confirmation of the
sale of such Securities to such person, a copy of the final prospectus as
amended or supplemented if the Company had previously furnished copies thereof
to such Holder or Participating Broker-Dealer; provided further, however, that
this indemnity agreement will be in addition to any liability which the Company
may otherwise have to such indemnified party. The Company shall also indemnify
underwriters, their officers and directors and each person who controls such
underwriters within the meaning of Section 15 of the Securities Act or Section
20(a) of the Exchange Act to the same extent as provided above with respect to
the indemnification of the Holders of the Securities if requested by such
Holders.

           (b) Each Holder of the Securities, severally and not jointly, will
indemnify and hold harmless the Company and each person, if any, who controls
the Company within the meaning of Section 15 of the Securities Act or Section
20(a) of the Exchange Act from and against any losses, claims, damages or
liabilities or any actions in respect thereof, to which the Company or any such
controlling person may become subject under the Securities Act, the Exchange Act
or otherwise, insofar as such losses, claims, damages, liabilities or actions
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in a Registration Statement or prospectus or in any
amendment or supplement thereto or in any preliminary prospectus relating to a
Shelf Registration Statement, or arise out of or are based upon the omission or
alleged omission to state therein a material fact necessary to make the
statements therein not misleading, in light of the circumstances under which
they were made but in each case only to the extent that the untrue statement or
omission or alleged untrue statement or omission was made in reliance upon and
in conformity with written information pertaining to such Holder and furnished
to the Company by or on behalf of 
<PAGE>   16
                                                                              16


such Holder specifically for inclusion therein; and, subject to the limitation
set forth immediately preceding this clause, shall reimburse, as incurred, the
Company for any legal or other expenses reasonably incurred by the Company or
any such controlling person in connection with investigating or defending any
loss, claim, damage, liability or action in respect thereof. This indemnity
agreement will be in addition to any liability which such Holder may otherwise
have to the Company or any of its controlling persons.

           (c) Promptly after receipt by an indemnified party under this Section
5 of notice of the commencement of any action or proceeding (including a
governmental investigation), such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under this Section 5,
notify the indemnifying party of the commencement thereof; but the omission so
to notify the indemnifying party will not, in any event, relieve the
indemnifying party from any obligations to any indemnified party other than the
indemnification obligation provided in paragraph (a) or (b) above. In case any
such action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Section 5 for any legal or other expenses, other than reasonable costs of
investigation, subsequently incurred by such indemnified party in connection
with the defense thereof. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any pending or
threatened action in respect of which any indemnified party is or could have
been a party and indemnity could have been sought hereunder by such indemnified
party unless such settlement includes an unconditional release of such
indemnified party from all liability on any claims that are the subject matter
of such action.

           (d) If the indemnification provided for in this Section 5 is
unavailable or insufficient to hold harmless an indemnified party under
subsections (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to in
subsection (a) or (b) above (i) in such proportion as is appropriate to reflect
the relative benefits received by the indemnifying party or parties on the one
hand and the indemnified party on the other from the exchange of the Notes,
<PAGE>   17
                                                                              17



pursuant to the Registered Exchange Offer, or (ii) if the allocation provided by
the foregoing clause (i) is not permitted by applicable law, in such proportion
as is appropriate to reflect not only the relative benefits referred to in
clause (i) above but also the relative fault of the indemnifying party or
parties on the one hand and the indemnified party on the other in connection
with the statements or omissions that resulted in such losses, claims, damages
or liabilities (or actions in respect thereof) as well as any other relevant
equitable considerations. The relative fault of the parties shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company on the one hand or
such Holder or such other indemnified party, as the case may be, on the other,
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The amount paid by
an indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any action or claim which is
the subject of this subsection (d). Notwithstanding any other provision of this
Section 5(d), the Holders of the Securities shall not be required to contribute
any amount in excess of the amount by which the net proceeds received by such
Holders from the sale of the Securities pursuant to a Registration Statement
exceeds the amount of damages which such Holders have otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. For purposes
of this paragraph (d), each person, if any, who controls such indemnified party
within the meaning of Section 15 of the Securities Act or Section 20(a) of the
Exchange Act shall have the same rights to contribution as such indemnified
party and each person, if any, who controls the Company within the meaning
of Section 15 of the Securities Act or Section 20(a) of the Exchange Act shall
have the same rights to contribution as the Company.

           (e) The agreements contained in this Section 5 shall survive the sale
of the Securities pursuant to a Registration Statement and shall remain in full
force and effect, regardless of any termination or cancelation of this Agreement
or any investigation made by or on behalf of any indemnified party.

           6. Additional Interest Under Certain Circumstances. (a) Additional
interest (the "Additional Interest") with respect to the Securities shall be
assessed as follows if any of the following events occur (each such event in
clauses (i) through (iii) below a "Registration Default"):
<PAGE>   18
                                                                              18




           (i) If by June 5, 1998, neither the Exchange Offer Registration
    Statement nor a Shelf Registration Statement has been filed with the
    Commission;

           (ii) If by September 18, 1998, the Registered Exchange Offer is not
    consummated and, if applicable, the Shelf Registration Statement is not
    declared effective by the Commission; or

           (iii) If after either the Exchange Offer Registration Statement or
    the Shelf Registration Statement is declared effective (A) such Registration
    Statement thereafter ceases to be effective (except as permitted in
    paragraph (b)); or (B) such Registration Statement or the related prospectus
    ceases to be usable (except as permitted in paragraph (b)) in connection
    with resales of Transfer Restricted Securities during the periods specified
    herein because either (1) any event occurs as a result of which the related
    prospectus forming part of such Registration Statement would include any
    untrue statement of a material fact or omit to state any material fact
    necessary to make the statements therein in the light of the circumstances
    under which they were made not misleading, or (2) it shall be necessary to
    amend such Registration Statement or supplement the related prospectus to
    comply with the Securities Act or the Exchange Act or the respective rules
    thereunder.

Additional Interest shall accrue on the Notes and any Private Exchange Notes
over and above the interest set forth in the title of the Notes in each case
from and including the date on which any such Registration Default shall occur
to but excluding the date on which all such Registration Defaults have been
cured, at a rate of 0.50% per annum (the "Additional Interest Rate"). Notice of
any such Registration Default or its cure shall be given by the Issuer to the
Trustee as soon as practicable following the occurrence of any such event.

           (b) A Registration Default referred to in Section 6(a)(iii) shall be
deemed not to have occurred and be continuing in relation to a Shelf
Registration Statement or the related prospectus if (i) such purported
Registration Default has occurred solely as a result of (x) the filing of a
post-effective amendment to such Shelf Registration Statement to incorporate
annual audited financial information with respect to the Company where such
post-effective amendment is not yet effective and needs to be declared effective
to permit Holders to use the related prospectus, or (y) the occurrence of other
material events with respect to the Company that would need to be described in
such Shelf Registration Statement or the related prospectus and (ii) in the case
of clause (y), the Company is proceeding promptly and in good faith to amend or
supplement such Shelf Registration Statement and related prospectus to describe
such events if the Company has 
<PAGE>   19
                                                                              19



determined in good faith that there are no material commercial impediments in so
doing; provided, however, that in any case if such purported Registration
Default occurs for a continuous period in excess of 45 days. Additional Interest
shall be payable in accordance with the above paragraph from the day such
Registration Default occurs until such Registration Default is cured.

           (c) Any amounts of Additional Interest due pursuant to clause (a)(i),
(a)(ii) or (a)(iii) of Section 6 above will be payable in cash on the scheduled
regular interest payment dates with respect to the Securities. The amount of
Additional Interest will be determined by multiplying the Additional Interest
Rate by the principal amount of the Securities, multiplied by a fraction, the
numerator of which is the number of days such Additional Interest Rate was
applicable during such period (determined on the basis of a 360-day year
comprised of twelve 30-day months), and the denominator of which is 360.

           (d) "Transfer Restricted Securities" means each Security until (i)
the date on which such Security has been exchanged by a person other than a
broker-dealer for a freely transferrable Exchange Note in the Registered
Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered
Exchange Offer of such Security for an Exchange Security, the date on which such
Exchange Note is sold to a purchaser who receives from such broker-dealer on or
prior to the date of such sale a copy of the prospectus contained in the
Exchange Offer Registration Statement, (iii) the date on which such Security has
been effectively registered under the Securities Act and disposed of in
accordance with the Shelf Registration Statement or (iv) the date on which such
Security is distributed to the public pursuant to Rule 144 under the Securities
Act or is saleable pursuant to Rule 144(k) under the Securities Act.

           7. Rules 144 and 144A. The Company shall use its best efforts to file
the reports required to be filed by it under the Securities Act and the Exchange
Act in a timely manner and, if at any time the Company is not required to file
such reports, it will, upon the request of any Holder of Transfer Restricted
Securities, make publicly available other information so long as necessary to
permit sales of their securities pursuant to Rules 144 and 144A. The Company
covenants that it will take such further action as any Holder of Transfer
Restricted Securities may reasonably request, all to the extent required from
time to time to enable such Holder to sell Transfer Restricted Securities
without registration under the Securities Act within the limitation of the
exemptions provided by Rules 144 and 144A (including the requirements of Rule
144A(d)(4)). The Company will provide a copy of this Agreement to prospective
purchasers of Notes (or Private 
<PAGE>   20
                                                                              20


Exchange Notes) identified to the Company by the Initial Purchasers upon
request. Upon the request of any Holder of Transfer Restricted Securities, the
Company shall deliver to such Holder a written statement as to whether it has
complied with such requirements. Notwithstanding the foregoing, nothing in this
Section 7 shall be deemed to require the Company to register any of its
securities pursuant to the Exchange Act.

           8. Underwritten Registrations. If any of the Transfer Restricted
Securities covered by any Shelf Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that will administer the offering ("Managing Underwriters") will be selected by
the Holders of a majority in aggregate principal amount of such Transfer
Restricted Securities to be included in such offering provided that Managing
Underwriters be reasonably satisfactory to the Company.

           No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person's Transfer Restricted
Securities on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and (ii)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements.

           9.  Miscellaneous.

           (a) Amendments and Waivers. The provisions of this Agreement may not
be amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, except by the Company, the Initial
Purchasers (if affected by such amendment, modification, supplement, waiver or
consents) and the written consent of the Holders of a majority in principal
amount of the Securities affected by such amendment, modification, supplement,
waivers or consents.

           (b) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, first-class mail,
facsimile transmission, or air courier which guarantees overnight delivery:

           (1) if to a Holder of the Securities, at the most current address
given by such Holder to the Company in accordance with the provisions of this
Section 9(b), which address is initially, with respect to each Holder, as set
forth in the Trustee's records.

           (2) if to the Initial Purchasers, at the following address:
<PAGE>   21
                                                                              21



                  Credit Suisse First Boston Corporation
                  Eleven Madison Avenue
                  New York, NY 10010-3629
                  Telephone: (212) 325-2107
                  Facsimile: (212) 325-8278
                  Attention: Joseph Fashano, Esq., Transactions Advisory Group

    with a copy to:

                  Cravath, Swaine & Moore
                  Worldwide Plaza
                  825 Eighth Avenue
                  New York, NY  10019
                  Telephone: (212) 474-1000
                  Facsimile: (212) 474-3700
                  Attention: Kris F. Heinzelman, Esq.


           (3) if to the Company, at its address as follows:

                  IXC Communications, Inc.
                  1122 Capital of Texas Highway South
                  Austin, TX 78746
                  Telecopy:  (512) 427-4115

    with a copy to:

                  Riordan & McKinzie
                  695 Town Center Drive
                  Suite 1500
                  Costa Mesa, CA 92626
                  Telecopy:  (714) 549-3244
                  Attention: Michael P. Whalen, Esq.

           All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when receipt
is acknowledged by recipient's facsimile machine operator, if sent by facsimile
transmission; and on the day delivered, if sent by overnight air courier
guaranteeing next day delivery.

           (c) No Inconsistent Agreements. The Company has not, as of the date
hereof, 
<PAGE>   22
                                                                              22


entered into, nor shall it, on or after the date hereof, enter into, any
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders herein or otherwise conflicts with the provisions hereof.
Notwithstanding anything to the contrary contained in this Agreement, it is
hereby acknowledged and agreed that the Company shall have no liability for
monetary damages to the Initial Purchasers or any Holder for any breaches,
failure to comply or violations by it of Section 1, 2 or 3 of this Agreement
except as expressly provided in Section 5 or 6 hereof, provided, however, in the
event that the Company breaches, fails to comply or violates the provisions of
Section 1, 2 or 3 hereof, the Holders shall be entitled to, and the Company
shall not oppose the granting of equitable relief, including injunction and
specific performance.

           (d)  Successors and Assigns. This Agreement shall be binding upon the
Company and its successors and assigns.

           (e) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

           (f) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

           (g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS.

           (h) Severability. If any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal
or unenforceable, the validity, legality and enforceability of any such
provision in every other respect and of the remaining provisions contained
herein shall not be affected or impaired thereby.

           (i) Securities Held by the Company. Whenever the consent or approval
of Holders of a specified percentage of principal amount of Securities is
required hereunder, Securities held by the Company or its affiliates (other than
subsequent Holders of Securities if such subsequent Holders are deemed to be
affiliates solely by reason of their holdings of such Securities and other than
Grumman Hill Investments L.P.,Grumman Hill Associates, Inc., Trustees of the
General Electric Pension Trust and Richard Irwin) shall 
<PAGE>   23
                                                                              23


not be counted in determining whether such consent or approval was given by the
Holders of such required percentage.

           (j) Submission to Jurisdiction; Waiver of Immunities. By the
execution and delivery of this Agreement, the Company submits to the
nonexclusive jurisdiction of any Federal or state court in the State of New York
in any such suit or proceeding. To the extent that the Company may acquire any
immunity from jurisdiction of any court or from any legal process (whether
through service of notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise) with respect to itself or its property, it
hereby irrevocably waives such immunity in respect of this Agreement, to the
fullest extent permitted by law.

<PAGE>   24


                                                                              24

           If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
among the several Initial Purchasers and the Company in accordance with its
terms.

                                       Very truly yours,

                                       IXC COMMUNICATIONS, INC.


                                       By: /s/ Stuart K. Coppens
                                           -------------------------------------
                                            Name: Stuart K. Coppens
                                            Title: Vice President of Finance
                                              and Chief Accounting Officer

The foregoing Registration 
Rights Agreement is hereby confirmed 
and accepted as of the date first 
above written.

CREDIT SUISSE FIRST BOSTON CORPORATION
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
MORGAN STANLEY& CO. INCORPORATED
NATIONSBANC MONTGOMERY SECURITIES LLC

  by CREDIT SUISSE FIRST BOSTON CORPORATION


    By: /s/ J. Peter Beckett
        -----------------------------------
        Name: J. Peter Beckett
        Title: Director
<PAGE>   25

                                                                         ANNEX A





           Each broker-dealer that receives Exchange Notes for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Notes. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Notes received in exchange for Notes where such Notes
were acquired by such broker-dealer as a result of market-making activities or
other trading activities. The Company has agreed that, for a period of 180 days
after the Expiration Date (as defined herein), it will make this Prospectus
available to any broker-dealer for use in connection with any such resale. See
"Plan of Distribution."


<PAGE>   26

                                                                         ANNEX B



           Each broker-dealer that receives Exchange Notes for its own account
in exchange for Notes, where such Notes were acquired by such broker-dealer as a
result of market-making activities or other trading activities, must acknowledge
that it will deliver a prospectus in connection with any resale of such Exchange
Notes. See "Plan of Distribution."



<PAGE>   27

                                                                         ANNEX C





                                 PLAN OF DISTRIBUTION

           Each broker-dealer that receives Exchange Notes for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Notes. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Notes received in
exchange for Notes where such Notes were acquired as a result of market-making
activities or other trading activities. The Company has agreed that, for a
period of 180 days after the Expiration Date, it will make this prospectus, as
amended or supplemented, available to any broker-dealer for use in connection
with any such resale. In addition, until ___________, 199 , all dealers
effecting transactions in the Exchange Notes may be required to deliver a
prospectus.(1)

           The Company will not receive any proceeds from any sale of Exchange
Note by broker-dealers. Exchange Notes received by broker-dealers for their own
account pursuant to the Exchange Offer may be sold from time to time in one or
more transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the Exchange Notes or a combination of such
methods of resale, at market prices prevailing at the time of resale, at prices
related to such prevailing market prices or negotiated prices. Any such resale
may be made directly to purchasers or to or through brokers or dealers who may
receive compensation in the form of commissions or concessions from any such
broker-dealer or the purchasers of any such Exchange Notes. Any broker-dealer
that resells Exchange Notes that were received by it for its own account
pursuant to the Exchange Offer and any broker or dealer that participates in a
distribution of such Exchange Notes may be deemed to be an "underwriter" within
the meaning of the Securities Act and any profit on any such resale of Exchange
Notes and any commission or concessions received by any such persons may be
deemed to be underwriting compensation under the Securities Act. The Letter of
Transmittal states that, by acknowledging that it will deliver and by delivering
a prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.


- --------
    (1)In addition, the legend required by Item 502(e) of Regulation S-K will
appear on the back cover page of the Exchange Offer prospectus if required.

<PAGE>   28


                                                                              28

           For a period of 180 days after the Expiration Date the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incidental to the Exchange Offer (including the expenses of one counsel for the
Holders of the Securities) other than commissions or concessions of any brokers
or dealers and will indemnify the Holders of the Securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.
<PAGE>   29


                                                                         ANNEX D





/ / CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

           Name: 
                  ---------------------------------------------

           Address:
                  ---------------------------------------------

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



If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Notes. If the undersigned is a broker-dealer that will receive Exchange Notes
for its own account in exchange for Notes that were acquired as a result of
market-making activities or other trading activities, it acknowledges that it
will deliver a prospectus in connection with any resale of such Exchange Notes;
however, by so acknowledging and by delivering a prospectus, the undersigned
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act.



<PAGE>   1
                                                                     EXHIBIT 4.3

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



                            IXC COMMUNICATIONS, INC.
                                     Issuer


                      9% Senior Subordinated Notes Due 2008



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

                                    INDENTURE


                           Dated as of April 21, 1998


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


                        IBJ Schroder Bank & Trust Company
                                     Trustee



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



<PAGE>   2



                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
  TIA                                                               Indenture
Section                                                             Section
<S>                                                                 <C> 
310(a)(1)           ..............................                    7.10
   (a)(2)           ..............................                    7.10
   (a)(3)           ..............................                    N.A.
   (a)(4)           ..............................                    N.A.
   (b)              ..............................                    7.08; 7.10
   (c)              ..............................                    N.A.
311(a)              ..............................                    7.11
   (b)              ..............................                    7.11
   (c)              ..............................                    N.A.
312(a)              ..............................                    2.05
   (b)              ..............................                    11.03
   (c)              ..............................                    11.03
313(a)              ..............................                    7.06
   (b)(1)           ..............................                    N.A.
   (b)(2)           ..............................                    7.06
   (c)              ..............................                    11.02
   (d)              ..............................                    7.06
314(a)              ..............................                    4.02;
                                                                      4.11; 11.02
   (b)              ..............................                    N.A.
   (c)(1)           ..............................                    11.04
   (c)(2)           ..............................                    11.04
   (c)(3)           ..............................                    N.A.
   (d)              ..............................                    N.A.
   (e)              ..............................                    11.05
   (f)              ..............................                    4.11
315(a)              ..............................                    7.01
   (b)              ..............................                    7.05; 11.02
   (c)              ..............................                    7.01
   (d)              ..............................                    7.01
   (e)              ..............................                    6.11
316(a)(last sentence) ............................                    11.06
   (a)(1)(A)        ..............................                    6.05
   (a)(1)(B)        ..............................                    6.04
   (a)(2)           ..............................                    N.A.
   (b)              ..............................                    6.07
317(a)(1)           ..............................                    6.08
   (a)(2)           ..............................                    6.09
   (b)              ..............................                    2.04
318(a)              ..............................                    11.01
</TABLE>

                           N.A. means Not Applicable.


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



<PAGE>   3

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                 ARTICLE 1                                     Page
                                                                               ----
<S>                                                                            <C>
                Definitions and Incorporation by Reference

SECTION 1.01.   Definitions ....................................................1
SECTION 1.02.   Other Definitions .............................................27
SECTION 1.03.   Incorporation by Reference of Trust Indenture Act .............28
SECTION 1.04.   Rules of Construction .........................................28


                                    ARTICLE 2

                                 The Securities

SECTION 2.01.   Form and Dating ...............................................29
SECTION 2.02.   Execution and Authentication ..................................29
SECTION 2.03.   Registrar and Paying Agent ....................................30
SECTION 2.04.   Paying Agent To Hold Money in Trust ...........................31
SECTION 2.05.   Securityholder Lists ..........................................31
SECTION 2.06.   Transfer and Exchange .........................................31
SECTION 2.07.   Replacement Securities ........................................32
SECTION 2.08.   Outstanding Securities ........................................32
SECTION 2.09.   Temporary Securities ..........................................33
SECTION 2.10.   Cancelation ...................................................33
SECTION 2.11.   Defaulted Interest ............................................33
SECTION 2.12.   CUSIP Numbers .................................................34


                                    ARTICLE 3

                                   Redemption

SECTION 3.01.   Notices to Trustee ............................................34
SECTION 3.02.   Selection of Securities To Be Redeemed ........................34
SECTION 3.03.   Notice of Redemption ..........................................35
SECTION 3.04.   Effect of Notice of Redemption.................................36
SECTION 3.05.   Deposit of Redemption Price ...................................36
SECTION 3.06.   Securities Redeemed in Part ...................................36
</TABLE>



<PAGE>   4


                                                                               2


                                    ARTICLE 4

                                    Covenants

<TABLE>
<S>                                                                            <C>
SECTION 4.01.   Payment of Securities .........................................36
SECTION 4.02.   SEC Reports ...................................................37
SECTION 4.03.   Limitation on Indebtedness ....................................37
SECTION 4.04.   Limitation on Restricted Payments .............................39
SECTION 4.05.   Limitation on Restrictions on Distributions from Subsidiaries..42
SECTION 4.06.   Limitation on Sales of Assets and
                  Subsidiary Stock ............................................44
SECTION 4.07.   Limitation on Affiliate Transactions ..........................48
SECTION 4.08.   Limitation on the Sale or Issuance of
                  Capital Stock of Restricted Subsidiaries ....................51
SECTION 4.09.   Change of Control .............................................51
SECTION 4.10.   Compliance Certificate ........................................52
SECTION 4.11.   Further Instruments and Acts ..................................53

                                   ARTICLE 5

                                Successor Company

SECTION 5.01.   When Company May Merge or Transfer Assets .....................53


                                    ARTICLE 6

                              Defaults and Remedies

SECTION 6.01.   Events of Default .............................................54
SECTION 6.02.   Acceleration ..................................................56
SECTION 6.03.   Other Remedies ................................................57
SECTION 6.04.   Waiver of Past Defaults .......................................57
SECTION 6.05.   Control by Majority ...........................................57
SECTION 6.06.   Limitation on Suits ...........................................58
SECTION 6.07.   Rights of Holders To Receive Payment ..........................58
SECTION 6.08.   Collection Suit by Trustee ....................................59
SECTION 6.09.   Trustee May File Proofs of Claim ..............................59
SECTION 6.10.   Priorities ....................................................59
SECTION 6.11.   Undertaking for Costs .........................................60
SECTION 6.12.   Waiver of Stay or Extension Laws ..............................60
</TABLE>



<PAGE>   5


                                                                               3


                                    ARTICLE 7

                                     Trustee

<TABLE>
<S>                                                                            <C>
SECTION 7.01.   Duties of Trustee .............................................60
SECTION 7.02.   Rights of Trustee .............................................62
SECTION 7.03.   Individual Rights of Trustee ..................................63
SECTION 7.04.   Trustee's Disclaimer ..........................................63
SECTION 7.05.   Notice of Defaults ............................................63
SECTION 7.06.   Reports by Trustee to Holders .................................63
SECTION 7.07.   Compensation and Indemnity ....................................64
SECTION 7.08.   Replacement of Trustee ........................................64
SECTION 7.09.   Successor Trustee by Merger ...................................65
SECTION 7.10.   Eligibility; Disqualification .................................66
SECTION 7.11.   Preferential Collection of Claims Against Company .............66


                                    ARTICLE 8

                       Discharge of Indenture; Defeasance

SECTION 8.01.   Discharge of Liability on Securities; Defeasance ..............66
SECTION 8.02.   Conditions to Defeasance ......................................68
SECTION 8.03.   Application of Trust Money ....................................69
SECTION 8.04.   Repayment to Company ..........................................69
SECTION 8.05.   Indemnity for Government Obligations ..........................69
SECTION 8.06.   Reinstatement .................................................69


                                    ARTICLE 9

                                   Amendments

SECTION 9.01.   Without Consent of Holders ....................................70
SECTION 9.02.   With Consent of Holders .......................................71
SECTION 9.03.   Compliance with Trust Indenture Act ...........................72
SECTION 9.04.   Revocation and Effect of Consents and Waivers .................72
SECTION 9.05.   Notation on or Exchange of Securities .........................73
SECTION 9.06.   Trustee To Sign Amendments ....................................73
SECTION 9.07.   Payment for Consent............................................73
</TABLE>



<PAGE>   6


                                                                               4


                                   ARTICLE 10

                                  Subordination

<TABLE>
<S>                                                                                 <C>
SECTION 10.01.  Agreement To Subordinate ............................................73
SECTION 10.02.  Liquidation, Dissolution, Bankruptcy ................................74
SECTION 10.03.  Default on Senior Indebtedness ......................................74
SECTION 10.04.  Acceleration of Payment of Securities ...............................75
SECTION 10.05.  When Distribution Must Be Paid Over .................................76
SECTION 10.06.  Subrogation .........................................................76
SECTION 10.07.  Relative Rights .....................................................76
SECTION 10.08.  Subordination May Not Be Impaired by Company ........................77
SECTION 10.09.  Rights of Trustee and Paying Agent ..................................77
SECTION 10.10.  Distribution or Notice to Representative ............................77
SECTION 10.11.  Article 10 Not To Prevent Events of Default
                         or Limit Right To Accelerate ...............................77
SECTION 10.12.  Trust Moneys Not Subordinated .......................................78
SECTION 10.13.  Trustee Entitled To Rely ............................................78
SECTION 10.14.  Trustee To Effectuate Subordination .................................78
SECTION 10.15.  Trustee Not Fiduciary for Holders of Senior Indebtedness ............79
SECTION 10.16.  Reliance by Holders of Senior Indebtedness
                         on Subordination Provisions ................................79


                                   ARTICLE 11

                                  Miscellaneous

SECTION 11.01.  Trust Indenture Act Controls ........................................79
SECTION 11.02.  Notices .............................................................80
SECTION 11.03.  Communication by Holders with Other Holders .........................80
SECTION 11.04.  Certificate and Opinion as to Conditions Precedent ..................80
SECTION 11.05.  Statements Required in Certificate or Opinion .......................81
SECTION 11.06.  When Securities Disregarded..........................................81
SECTION 11.07.  Rules by Trustee, Paying Agent and Registrar ........................82
SECTION 11.08.  Legal Holidays ......................................................82
</TABLE>



<PAGE>   7


                                                                               5


<TABLE>
<S>                                                                                 <C>
SECTION 11.09.  Governing Law .......................................................82
SECTION 11.10.  No Recourse Against Others ..........................................82
SECTION 11.11.  Successors ..........................................................82
SECTION 11.12.  Multiple Originals ..................................................82
SECTION 11.13.  Table of Contents; Headings .........................................82
</TABLE>


Exhibit A - Form of Security



<PAGE>   8


                             INDENTURE dated as of April 21, 1998, between IXC
                      Communications, Inc., a Delaware corporation (the
                      "Company") and IBJ Schroder Bank & Trust Company, a New
                      York banking corporation, as trustee (the "Trustee").


               Each party agrees as follows for the benefit of the other party
and for the equal and ratable benefit of the Holders of the Company's 9% Senior
Subordinated Notes Due 2008 (the "Initial Securities") and, if and when issued
pursuant to a registered exchange for Initial Securities, the Company's 9%
Senior Subordinated Notes Due 2008 (the "Exchange Securities") and, if and when
issued pursuant to a private exchange for Initial Securities, the Company's 9%
Senior Subordinated Notes Due 2008 (the "Private Exchange Securities", together
with the Exchange Securities and the Initial Securities, the "Securities"):


                                    ARTICLE I

                      Definitions and Incorporation by Reference

               SECTION 1.01.  Definitions.

               "Accounts Receivable" means, with respect to any Person, all
accounts receivable of such Person net of allowances for uncollectible accounts,
discounts, refunds and all other allowances as determined in accordance with
GAAP.

               "Additional Assets" means (i) any property or assets (other than
Indebtedness and Capital Stock) in a Related Business; (ii) the Capital Stock of
a Person that becomes a Restricted Subsidiary as a result of the acquisition of
such Capital Stock by the Company or another Restricted Subsidiary or (iii)
Capital Stock in any Person that at such time is a Restricted Subsidiary;
provided, however, that any such Restricted Subsidiary described in clauses (ii)
or (iii) above is primarily engaged in a Related Business.

               "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 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;



<PAGE>   9


                                                                               2


and the terms "controlling" and "controlled" have meanings correlative to the
foregoing. For purposes of Section 4.04, Section 4.06 and Section 4.07 only,
"Affiliate" shall also mean any beneficial owner of Capital Stock representing
10% or more of the total voting power of the Voting Stock (on a fully diluted
basis) of the Company or of rights or warrants to purchase such Capital Stock
(whether or not currently exercisable) and any Person who would be an Affiliate
of any such beneficial owner pursuant to the first sentence hereof.

               "Asset Disposition" means (i) the sale, lease, conveyance or
other disposition of any assets (including by way of a sale and leaseback) other
than in the ordinary course of business consistent with past practices (provided
that the sale, lease, conveyance or other disposition of all or substantially
all the assets of the Company and its Restricted Subsidiaries taken as a whole
will be deemed not to constitute an Asset Disposition but will be governed by
Section 5.01, and not by Section 4.06) and (ii) the issue or sale by the Company
or any of its Restricted Subsidiaries of Capital Stock of any of the Company's
Restricted Subsidiaries, in the case of either clause (i) or (ii), whether in a
single transaction or a series of related transactions (a) that have a fair
market value in excess of $1.0 million or (b) for net proceeds in excess of $1.0
million. Notwithstanding the foregoing, (i) a transfer of assets by the Company
to its Wholly Owned Subsidiaries or by its Restricted Subsidiaries to the
Company or to another of the Company's Wholly Owned Subsidiaries, (ii) an
issuance of Capital Stock by a Wholly Owned Subsidiary of the Company to the
Company or to another of the Company's Wholly Owned Subsidiaries, (iii) a
Permitted Investment or a Restricted Payment that is not prohibited by the
covenant described under Section 4.04, (iv) an issuance or sale of Capital Stock
of an Unrestricted Subsidiary, (v) an Asset Swap, (vi) the issuance of Capital
Stock of the Company and (vii) the sale of any IRU pursuant to IRU Agreements in
respect of the network of the Company and its Restricted Subsidiaries (including
sales of IRUs specifically provided for in the PSINet Agreement), will be deemed
not to constitute Asset Dispositions.

               "Asset Swap" means an exchange of assets by the Company or any of
its Restricted Subsidiaries for one or more Permitted Businesses, for assets to
be used in a Permitted Business or for a controlling equity interest in any
Person whose assets consist primarily of one or more Permitted Businesses.




<PAGE>   10


                                                                               3


               "Attributable Debt" in respect of a Sale/Leaseback Transaction
means, as at the time of determination, the present value (discounted at the
dividend or interest rate borne by the Securities, compounded annually) of the
total obligations of the lessee for rental payments during the remaining term of
the lease included in such Sale/Leaseback Transaction (including any period for
which such lease has been extended).

               "Average Life" means, as of the date of determination, with
respect to any Indebtedness or Preferred Stock, the quotient obtained by
dividing (i) the sum of the products of numbers of years from the date of
determination to the dates of each successive scheduled principal payment of
such Indebtedness or redemption or similar payment with respect to such
Preferred Stock multiplied by the amount of such payment by (ii) the sum of all
such payments.

               "Board of Directors" means the Board of Directors of the Company
or any committee thereof duly authorized to act on behalf of such Board.

               "Business Day" means each day which is not a Legal
Holiday.

               "Capital Lease Obligation" means an obligation that is required
to be classified and accounted for as a capital lease for financial reporting
purposes in accordance with GAAP, and the amount of Indebtedness represented by
such obligation shall be the capitalized amount of such obligation determined in
accordance with GAAP; and the Stated Maturity thereof 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.

               "Capital Stock" of any Person means any and all shares, rights to
purchase, warrants, options, participations or other equivalents of or interests
in (however designated) equity of such Person, including any Preferred Stock,
but excluding any debt securities convertible into or exchangeable for such
equity.

               "Change of Control" means the occurrence of any of
the following events (each a "Change of Control"):

               (i) any "person" (as such term is used in Sections 13(d) and
        14(d) of the Exchange Act), other than one or more Permitted Holders, is
        or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5



<PAGE>   11


                                                                               4


        under the Exchange Act, except that for purposes of this clause (i) such
        person shall be deemed to have "beneficial ownership" of all shares that
        any such person has the right to acquire, whether such right is
        exercisable immediately or only after the passage of time and except
        that any person that is deemed to have beneficial ownership of shares
        solely as a result of being part of a group pursuant to Rule 13d-5(b)(i)
        shall not be deemed to have beneficial ownership of any shares held by a
        Permitted Holder forming a part of such group), directly or indirectly,
        of more than 50% of the total voting power of the Voting Stock of the
        Company(for the purposes of this clause (i), such other person shall be
        deemed to beneficially own any Voting Stock of a specified corporation
        held by a parent corporation, if such other person is the beneficial
        owner (as defined in this clause (i)), directly or indirectly, of more
        than 35% of the voting power of the Voting Stock of such parent
        corporation and the Permitted Holders beneficially own (as defined in
        Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly,
        in the aggregate a lesser percentage of the voting power of the Voting
        Stock of such parent corporation and do not have the right or ability by
        voting power, contract or otherwise to elect or designate for election a
        majority of the board of directors of such parent corporation);

               (ii) 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 such Board of
        Directors or whose nomination for election by the shareholders of the
        Company was approved 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; provided, however, that any
        directors elected by holders of Preferred Stock of the Company pursuant
        to any voting rights provisions included in the certificate of
        designation relating to such Preferred Stock shall be excluded in making
        any determination pursuant to this clause (ii), or

               (iii) the merger or consolidation of the Company with or into
        another Person or the merger of another Person with or into the Company,
        or the sale of all or substantially all the assets of the Company to
        another



<PAGE>   12


                                                                               5


        Person (other than a Person that is controlled by the Permitted
        Holders), and, in the case of any such merger or consolidation, the
        securities of the Company that are outstanding immediately prior to such
        transaction and which represent 100% of the aggregate voting power of
        the Voting Stock of the Company are changed into or exchanged for cash,
        securities or property, unless pursuant to such transaction such
        securities are changed into or exchanged for, in addition to any other
        consideration, securities of the surviving corporation that represent
        immediately after such transaction, at least a majority of the aggregate
        voting power of the Voting Stock of the surviving corporation.

               Notwithstanding the foregoing, a Change of Control shall not be
deemed to have occurred if, after such event that otherwise would constitute a
Change of Control, the Securities are rated Investment Grade by Moody's or
Standard & Poor's on the 30th day following the event that otherwise would
constitute a Change of Control (the "Change of Control Determination Date")
provided, however, that to the extent there is a "rating watch" with respect to
the Securities or other rating agency review on such 30th day, then the Change
of Control Determination Date shall be the first Business Day thereafter on
which the Notes are not subject to a "rating watch" or other rating agency
review rating by either Moody's or Standard & Poor's. The term "Investment
Grade", for such purpose, means a rating of Baa3 or higher in the case of
Moody's, or BBB- or higher in the case of Standard & Poor's.

               "Code" means the Internal Revenue Code of 1986, as amended.

               "Company" means the party named as such in this Indenture until a
successor replaces it and, thereafter, means the successor and, for purposes of
any provision contained herein and required by the TIA, each other obligor on
the indenture securities.

               "Consolidated Interest Expense" means, for any period, the total
interest expense of the Company and its consolidated Restricted Subsidiaries,
plus, to the extent not included in such total interest expense, and to the
extent incurred by the Company or its Restricted Subsidiaries, without
duplication, (i) interest expense attributable to capital leases and the
interest expense attributable to leases constituting part of a Sale/ Leaseback
Transaction, (ii) amortization of debt discount and debt issuance cost, (iii)
capitalized interest, (iv)



<PAGE>   13


                                                                               6


non-cash interest expenses, (v) commissions, discounts and other fees and
charges owed with respect to letters of credit and bankers' acceptance
financing, (vi) net costs associated with Hedging Obligations (including
amortization of fees), (vii) Preferred Stock dividends in respect of all (A)
Preferred Stock of Restricted Subsidiaries and (B) Preferred Stock of the
Company that is Disqualified Stock, in each case held by Persons other than the
Company or a Restricted Subsidiary, (viii) interest incurred in connection with
Investments in discontinued operations, (ix) interest accruing on any
Indebtedness of any other Person to the extent such Indebtedness is Guaranteed
by (or secured by the assets of) the Company or any Restricted Subsidiary and
(x) the cash contributions to any employee stock ownership plan or similar trust
to the extent such contributions are used by such plan or trust to pay interest
or fees to any Person (other than the Company) in connection with Indebtedness
Incurred by such plan or trust.

               "Consolidated Net Income" means, for any period, the net income
of the Company and its consolidated Subsidiaries; provided, however, that there
shall not be included in such Consolidated Net Income:

               (i) any net income of any Person (other than the Company) if such
        Person is not a Restricted Subsidiary, except that subject to the
        exclusion contained in clause (iv) below, the net income of any such
        Person for such period shall be included in such Consolidated Net Income
        up to the aggregate amount of cash actually distributed by such Person
        during such period to the Company or a Restricted Subsidiary as a
        dividend or other distribution (subject, in the case of a dividend or
        other distribution paid to a Restricted Subsidiary, to the limitations
        contained in clause (iii) below);

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

               (iii) any net income of any Restricted Subsidiary if such
        Restricted Subsidiary is subject to restrictions, directly or
        indirectly, on the payment of dividends or the making of distributions
        by such Restricted Subsidiary, directly or indirectly, to the Company,
        except that subject to the exclusion contained in clause (iv) below, the
        net income of any such Restricted Subsidiary for such period shall be
        included in such Consolidated Net Income up to the aggregate



<PAGE>   14


                                                                               7


        amount of cash actually distributed by such Restricted Subsidiary during
        such period to the Company or another Restricted Subsidiary as a
        dividend or other distribution (subject, in the case of a dividend or
        other distribution paid to another Restricted Subsidiary, to the
        limitation contained in this clause);

               (iv) any gain (but not loss) realized upon the sale or other
        disposition of any assets of the Company, its consolidated Subsidiaries
        or any other Person (including pursuant to any sale and leaseback
        arrangement) which is not sold or otherwise disposed of in the ordinary
        course of business and any gain (but not loss) realized upon the sale or
        other disposition of any Capital Stock of any Person;

               (v) extraordinary gains or losses; and

               (vi) the cumulative effect of a change in accounting principles.

Notwithstanding the foregoing, for the purposes of Section 4.04 only, there
shall be excluded from Consolidated Net Income any dividends, repayments of
loans or advances or other transfers of assets from any Person (including any
Unrestricted Subsidiary) to the Company or a Restricted Subsidiary to the extent
such dividends, repayments or transfers increase the amount of Restricted
Payments permitted under such covenant pursuant to clause (a)(3)(D) thereof.

               "Consolidated Net Worth" means, with respect to any Person as of
any date, the sum of: (i) the consolidated equity of the common stockholders of
such Person and its consolidated Subsidiaries as of such date plus (ii) the
respective amounts reported on such Person's balance sheet as of such date with
respect to any series of preferred stock (other than Disqualified Stock) that by
its terms is not entitled to the payment of dividends unless such dividends may
be declared and paid only out of net earnings in respect of the year of such
declaration and payment, but only to the extent of any cash received by such
Person upon issuance of such preferred stock, less (x) all write-ups (other than
write-ups resulting from foreign currency translations and write-ups of tangible
assets of a going concern business made within 12 months after the acquisition
of such business) subsequent to the Issue Date in the book value of any asset
owned by such Person or a consolidated Subsidiary of such Person, (y) all
investments as of such



<PAGE>   15


                                                                               8


date in unconsolidated Subsidiaries and in Persons that are not Subsidiaries
(except, in each case, Permitted Investments), and (z) all unamortized debt
discount and expense and unamortized deferred charges as of such date, as
determined in accordance with GAAP.

               "Consolidated Tangible Assets" means, with respect to any Person
as of any date, the sum of the consolidated gross book value as reflected in
accounting books and records of such Person of all its property, both real and
personal, less (i) the net book value of all its licenses, patents, patent
applications, copyrights, trademarks, tradenames, goodwill, non-compete
agreements or organizational expenses and other like intangibles, (ii)
unamortized debt discount and expenses, (iii) all reserves for depreciation,
obsolescence, depletion and amortization of its properties and (iv) all other
proper reserves which should be provided in connection with the business
conducted by such Person, all of the foregoing as determined in accordance with
GAAP.

               "Corporate Trust Office" means the principal corporate trust
office of the Trustee, at which at any particular time its corporate trust
business shall be administered, which office as of the date hereof is located at
One State Street, New York, NY 10004, except that with respect to the
presentation of Securities for payment or for registration of transfer or
exchange, such term shall mean any office or agency of the Trustee at which, at
any particular time, its corporate agency business shall be conducted.

               "Credit Agreements" means one or more debt facilities or
commercial paper facilities with banks or other institutional lenders providing
for revolving credit loans, term loans, receivables financing (including through
the sale of receivables to such lenders or to special purpose entities formed to
borrow from such lenders against such receivables) or letters of credit and all
promissory notes, guarantees, letters of credit, security agreements, pledge
agreements, mortgages, deeds of trust and other instruments, documents or
agreements executed pursuant thereto, in each case, as amended, restated,
modified, renewed, refunded, replaced or refinanced in whole or in part from
time to time.

               "Cumulative Consolidated Interest Expense" means, with respect to
any Person, as of any date of determination, Consolidated Interest Expense for
the period (taken as one accounting period) from April 1, 1998 to the end of
such



<PAGE>   16


                                                                               9


Person's most recently ended fiscal quarter for which internal financial
statements are available at such date of determination.

               "Cumulative Operating Cash Flow" means, as of any date of
determination, Operating Cash Flow for the Company and its Restricted
Subsidiaries for the period (taken as one accounting period) from April 1, 1998
to the end of the Company's most recently ended fiscal quarter for which
internal financial statements are available at such date of determination.

               "Currency Agreement" means in respect of a Person any foreign
exchange contract, currency swap agreement or other similar agreement designed
to protect such Person against fluctuations in currency values.

               "Debt to Capital Ratio" of any Person as of any date means the
ratio of (i) the aggregate consolidated principal amount of Indebtedness of such
Person then outstanding to (ii) the consolidated capital of such Person as of
such date. For purposes of this definition, "capital" means the sum of (x) the
greater of (I) stockholder's equity (deficit) and (II) paid-in capital, plus,
without duplication, (y) redeemable stock (other than Disqualified Stock), each
as determined in accordance with GAAP.

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

               "Designated Senior Indebtedness" means (i) any Indebtedness
Incurred pursuant to clause (1) of paragraph (b) of the covenant described under
Section 4.03 and (ii) any other Senior Indebtedness of the Company which, at the
date of determination, has an aggregate principal amount outstanding of, or
under which, at the date of determination, the holders thereof are committed to
lend up to, at least $25.0 million and is specifically designated by the Company
in the instrument evidencing or governing such Senior Indebtedness as
"Designated Senior Indebtedness" for purposes of this Indenture.

               "Disqualified Stock" means, with respect to any Person, any
Capital Stock 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

               (i) matures or is mandatorily redeemable pursuant to a sinking
        fund obligation or otherwise,



<PAGE>   17


                                                                              10



               (ii) is convertible or exchangeable for Indebtedness or
        Disqualified Stock or

               (iii) is redeemable at the option of the holder thereof, in whole
        or in part,

in each case on or prior to the first anniversary of the Stated Maturity of the
Securities; provided, however, that any Capital Stock that would not constitute
Disqualified Stock but for provisions thereof giving holders thereof the right
to require such Person to repurchase or redeem such Capital Stock upon the
occurrence of an "asset sale" or "change of control" occurring prior to the
first anniversary of the Stated Maturity of the Securities shall not constitute
Disqualified Stock if the "asset sale" or "change of control" provisions
applicable to such Capital Stock are not more favorable to the holders of such
Capital Stock than the provisions described under Section 4.06 and 4.09;
provided further, however, that the Company's 1997 Convertible Preferred Stock
outstanding on the Issue Date shall be deemed not to constitute Disqualified
Stock.

               "Equity Offering" means either (x) an underwritten primary public
offering of common stock of the Company pursuant to an effective registration
statement under the Securities Act or (y) an issuance and sale of common stock
of the Company to one or more persons that are primarily engaged, directly or
indirectly, in a Related Business.

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

               "Excluded PSINet Transactions" means any transaction between the
Company or any of its Restricted Subsidiaries with PSINet Inc., so long as at
the time of engaging in, or contracting to engage in, such transaction, the
Company and its Subsidiaries have not acquired shares of PSINet Common Stock
other than the PSINet Shares.

               "GAAP" means generally accepted accounting principles in the
United States of America as in effect as of the Issue Date, including those set
forth in (i) the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants, (ii) statements and
pronouncements of the Financial Accounting Standards Board, (iii) such other
statements by such other entity as approved by a significant segment of the
accounting profession and (iv) the rules and regulations of the SEC governing
the inclusion of financial



<PAGE>   18


                                                                              11


statements (including pro forma financial statements) in periodic reports
required to be filed pursuant to Section 13 of the Exchange Act, including
opinions and pronouncements in staff accounting bulletins and similar written
statements from the accounting staff of the SEC.

               "GE Capital Communications" means GE Capital Communications
Services Corporation.

               "Guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness of any Person and
any obligation, direct or indirect, contingent or otherwise, of such Person (i)
to purchase or pay (or advance or supply funds for the purchase or payment of
such Indebtedness of such Person or (ii) entered into for the purpose of
assuring in any other manner the obligee of such Indebtedness of the payment
thereof or to protect such obligee against loss in respect thereof (in whole or
in part); provided, however, that the term "Guarantee" shall not include
endorsements for collection or deposit in the ordinary course of business. The
term "Guarantee" used as a verb has a corresponding meaning.

               "Hedging Obligations" of any Person means the obligations of such
Person pursuant to any Interest Rate Agreement or Currency Agreement.

               "Holder" or "Securityholder" means the Person in whose name a
Security is registered on the Registrar's books.

               "Incur" means issue, assume, Guarantee, incur or otherwise become
liable for; provided, however, that any Indebtedness or Capital Stock of a
Person existing at the time such Person becomes a Subsidiary (whether by merger,
consolidation, acquisition or otherwise) shall be deemed to be Incurred by such
Subsidiary at the time it becomes a Subsidiary. The term "Incurrence" when used
as a noun shall have a correlative meaning. The accretion of principal of a
non-interest bearing or other discount security shall not be deemed the
Incurrence of Indebtedness.

               "Indebtedness" means, with respect to any Person on any date of
determination (without duplication):

               (i) the principal in respect of (A) indebtedness of such Person
        for money borrowed and (B) indebtedness evidenced by notes, debentures,
        bonds or other similar instruments for the payment of which such Person
        is responsible or liable, including, in each case, any



<PAGE>   19


                                                                              12


        premium on such indebtedness to the extent such premium has become due
        and payable;

               (ii) all Capital Lease Obligations of such Person and all
        Attributable Debt in respect of Sale/Leaseback Transactions entered into
        by such Person;

               (iii) all obligations of such Person issued or assumed as the
        deferred purchase price of property, and all obligations of such Person
        under any title retention agreement (but excluding trade accounts
        payable arising in the ordinary course of business);

               (iv) all obligations of such Person for the reimbursement of any
        obligor on any letter of credit, banker's acceptance or similar credit
        transaction (other than obligations with respect to letters of credit
        securing obligations (other than obligations described in clauses (i)
        through (iii) above) entered into in the ordinary course of business of
        such Person to the extent such letters of credit are not drawn upon or,
        if and to the extent drawn upon, such drawing is reimbursed no later
        than the tenth Business Day following payment on the letter of credit);

               (v) the amount of all obligations of such Person with respect to
        the redemption, repayment or other repurchase of any Disqualified Stock
        or, with respect to any Subsidiary of such Person, the liquidation
        preference with respect to, any Preferred Stock (but excluding, in each
        case, any accrued dividends) of such Subsidiary (which will constitute
        Indebtedness Incurred by such Subsidiary and not Indebtedness Incurred
        by such Person);

               (vi) all obligations of the type referred to in clauses (i)
        through (v) of other Persons and all dividends of other Persons for the
        payment of which, in either case, such Person is responsible or liable,
        directly or indirectly, as obligor, guarantor or otherwise, including by
        means of any Guarantee;

               (vii) all obligations of the type referred to in clauses (i)
        through (vi) of other Persons secured by any Lien on any property or
        asset of such Person (whether or not such obligation is assumed by such
        Person), the amount of such obligation being deemed to be the lesser of
        the value of such property or assets or the amount of the obligation so
        secured; and



<PAGE>   20


                                                                              13


               (viii) to the extent not otherwise included in this definition,
        Hedging Obligations of such Person.

The amount of Indebtedness of any Person at any date shall be the outstanding
balance at such date of all unconditional obligations as described above and the
maximum liability, upon the occurrence of the contingency giving rise to the
obligation, of any contingent obligations at such date.

               "Indebtedness to Operating Cash Flow Ratio" means, as of any date
of determination, the ratio of (a) the aggregate principal amount of all
outstanding Indebtedness of a Person and its Restricted Subsidiaries as of such
date on a consolidated basis, plus the aggregate liquidation preference of all
outstanding Preferred Stock of the Restricted Subsidiaries of such Person as of
such date (excluding any such Preferred Stock held by such Person or a Wholly
Owned Subsidiary of such Person), plus the aggregate liquidation preference or
redemption amount of all Disqualified Stock of such Person (excluding any
Disqualified Stock held by such Person or a Wholly Owned Subsidiary of such
Person) as of such date to (b) Operating Cash Flow of such Person and its
Restricted Subsidiaries for the most recent four quarter period for which
internal financial statements are available, determined on a pro forma basis
after giving effect to all acquisitions and dispositions of assets
(notwithstanding clause (ii) of the definition of "Consolidated Net Income" and
including Asset Swaps) made by such Person and its Restricted Subsidiaries since
the beginning of such four quarter period through such date as if such
acquisitions and dispositions had occurred at the beginning of such four quarter
period.

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

               "Independent Financial Advisor" means a United States investment
banking firm of national standing in the United States which does not, and whose
directors, officers and employees or affiliates do not, have a direct or
indirect financial interest in the Company.

               "Interest Rate Agreement" means in respect of a Person any
interest rate swap agreement, interest rate cap agreement or other financial
agreement or arrangement designed to protect such Person against fluctuations in
interest rates.

               "Investment" in any Person means any direct or indirect advance,
loan or any other extensions of credit



<PAGE>   21


                                                                              14


(other than advances, loans or other extensions of credit to customers in the
ordinary course of business that are recorded as accounts receivable on the
balance sheet of the lender and other than commission, travel, relocation and
similar advances to directors, officers and employees made in the ordinary
course of business) (including by way of Guarantee or similar arrangement) or
capital contribution to any Person (by means of any transfer of cash or other
property to others or any payment for property or services for the account or
use of such Person), or any purchase or acquisition of Capital Stock,
Indebtedness or other similar instruments issued by such Person. For purposes of
the definition of "Unrestricted Subsidiary", the definition of "Restricted
Payment" and the covenant described under Section 4.04, (i) "Investment" shall
include the portion (proportionate to the Company's equity interest in such
Subsidiary) of the fair market value of the net assets of any Subsidiary of the
Company at the time that such Subsidiary is designated an Unrestricted
Subsidiary; provided, however, that upon any designation of such Subsidiary as a
Restricted Subsidiary, the Company shall be deemed to continue to have a
permanent "Investment" in an Unrestricted Subsidiary equal to an amount (if
positive) equal to (x) the Company's "Investment" in such Subsidiary at the time
of such redesignation less (y) the portion (proportionate to the Company's
equity interest in such Subsidiary) of the fair market value of the net assets
of such Subsidiary at the time of such redesignation; and (ii) any property
transferred to or from an Unrestricted Subsidiary shall be valued at its fair
market value at the time of such transfer, in each case as determined in good
faith by the Board of Directors; provided further, however, that an acquisition
of Capital Stock or other securities by the Company or any of its Restricted
Subsidiaries shall not be deemed to be an Investment to the extent the
consideration for such Capital Stock or other securities consists of Capital
Stock (other than Disqualified Stock) of the Company.

               "IRU" means an indefeasible right to use fiber or
telecommunications capacity.

               "IRU Agreement" means an agreement pursuant to which an interest
in an IRU is sold or leased or otherwise transferred.

               "Issue Date" means the date on which the Securities are
originally issued.




<PAGE>   22


                                                                              15


               "IXC Internet Capital Contribution" means the contribution by the
Company to IXC Internet Services, Inc. (so long as IXC Internet Services, Inc.
is a Subsidiary) of $10.0 million in cash, an IRU in two excess fibers in the
Company's network (including two fibers in network routes to be built or
acquired in the future) and space in certain points of presence, in each case as
contemplated in connection with the transactions contemplated by the PSI Net
Agreement.

               "Lien" means any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind (including any conditional sale or other
title retention agreement or lease in the nature thereof).

               "Moody's" means Moody's Investors Service, Inc. or its successor.

               "Net Available Cash" means the aggregate cash proceeds received
by the Company or any of its Restricted Subsidiaries in respect of any Asset
Disposition (including any cash received upon the sale or other disposition of
any non-cash consideration received in any Asset Disposition), net of the direct
costs relating to such Asset Disposition (including legal, accounting and
investment banking fees, and sales commissions) and any relocation expenses
incurred as a result thereof, taxes paid or payable as a result thereof (after
taking into account any available tax credits or deductions and any tax sharing
arrangements), amounts required to be applied to the repayment of Indebtedness
(other than Indebtedness Incurred pursuant to clause (1) of paragraph (b) of the
covenant described under Section 4.03) secured by a Lien on the asset or assets
that were the subject of such Asset Disposition and any reserve for adjustment
in respect of the sale price of such asset or assets established in accordance
with GAAP; provided, however, that Net Available Cash shall not include that
portion of Net Available Cash from an Asset Disposition by a Restricted
Subsidiary of the Company that are paid as a pro rata dividend or distributed
with respect to Capital Stock of such Restricted Subsidiary, or used to
purchase, redeem or otherwise retire for value Capital Stock of such Restricted
Subsidiary, held by a Person other than the Company or any of its Affiliates.

               "Net Cash Proceeds", with respect to any issuance or sale of
Capital Stock, means the cash proceeds of such issuance or sale net of
attorneys' fees, accountants' fees, underwriters' or placement agents' fees,
discounts or commissions and brokerage, consultant and other fees



<PAGE>   23


                                                                              16


actually incurred in connection with such issuance or sale and net of taxes paid
or payable as a result thereof.

               "1997 Convertible Preferred Stock" means the Company's 7 1/4%
Junior Convertible Preferred Stock Due 2007.

               "1998 Convertible Preferred Stock" means the Company's 6 3/4%
Cumulative Convertible Preferred Stock.

               "Officer" means the Chairman of the Board, the President, any
Vice President, the Treasurer or the Secretary or Assistant Secretary of the
Company.

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

               "Operating Cash Flow" means, with respect to any Person for any
period, the Consolidated Net Income of such Person for such period, (A) plus (i)
extraordinary net losses, net losses on sales of assets outside the ordinary
course of business during such period and non-cash charges relating to
write-downs of property and equipment, to the extent such losses and charges
were deducted in computing such Consolidated Net Income, plus (ii) provision for
taxes based on income or profits, to the extent such provision for taxes was
included in computing such Consolidated Net Income, and any provision for taxes
utilized in computing the net losses under clause (i) hereof, plus (iii)
Consolidated Interest Expense of such Person and its Restricted Subsidiaries for
such period, to the extent that any such expense was deducted in computing such
Consolidated Net Income, plus (iv) depreciation, amortization (including
amortization of goodwill and other intangibles but excluding amortization of
prepaid cash expenses that were paid in a prior period) and other non-cash
charges (excluding any such non-cash charge to the extent that it represents an
accrual of or reserve for cash charges in any future period or amortization of a
prepaid cash expense that was paid in a prior period) of such Person and its
Restricted Subsidiaries for such period to the extent that such depreciation,
amortization and other non-cash charges were deducted in computing such
Consolidated Net Income and (B) less all non-cash income for such period
(excluding any such non-cash income to the extent it represents an accrual of
cash income in any future period or amortization of cash income received in a
period). Notwithstanding the foregoing, the provision



<PAGE>   24


                                                                              17


for taxes on the income or profits of, and the depreciation and amortization and
other non-cash charges of, a Restricted Subsidiary of the referent Person shall
be added to Consolidated Net Income to compute Operating Cash Flow only to the
extent (and in the same proportion) that the net income of such Restricted
Subsidiary was included in calculating the Consolidated Net Income of such
Person for such period and only if and to the extent such Restricted Subsidiary
could have paid such amount at the date of determination as a dividend or
similar distribution to the referent Person by such Restricted Subsidiary
without prior governmental approval (that has not been obtained), pursuant to
the terms of its charter and all agreements, instruments, judgments, decrees,
orders, statutes, rules and governmental regulations applicable to that
Restricted Subsidiary or its stockholders.

               "Opinion of Counsel" means a written opinion addressed to the
Trustee from legal counsel who is acceptable to the Trustee meeting the
requirements of Section 11.05. The counsel may be an employee of or counsel to
the Company or the Trustee.

               "Permitted Business" means (i) any communications business and
(ii) any business reasonably related or ancillary thereto.

               "Permitted Holders" means the officers and directors of the
Company, and Trustees of General Electric Pension Trust, Grumman Hill
Associates, Inc. and Grumman Hill Investments, L.P., and each of their
respective officers and directors and their Related Parties.

               "Permitted Investment" means an Investment by the Company or any
Restricted Subsidiary in

               (i) the Company, a Restricted Subsidiary or a Person that will,
        upon the making of such Investment, become a Restricted Subsidiary;
        provided, however, that the primary business of such Restricted
        Subsidiary is a Related Business;

               (ii) another Person if as a result of such Investment such other
        Person is merged or consolidated with or into, or transfers or conveys
        all or substantially all its assets to, the Company or a Restricted
        Subsidiary; provided, however, that such Person's primary business is a
        Related Business;

               (iii) Temporary Cash Investments;



<PAGE>   25


                                                                              18



               (iv) receivables owing to the Company or any Restricted
        Subsidiary if created or acquired in the ordinary course of business and
        payable or dischargeable in accordance with customary trade terms;
        provided, however, that such trade terms may include such concessionary
        trade terms as the Company or any such Restricted Subsidiary deems
        reasonable under the circumstances;

               (v) payroll, travel, commission and similar advances to cover
        matters that are expected at the time of such advances ultimately to be
        treated as expenses for accounting purposes and that are made in the
        ordinary course of business;

               (vi) loans or advances to employees made in the ordinary course
        of business consistent with past practices of the Company or such
        Restricted Subsidiary;

               (vii) stock, obligations or securities received in settlement of
        debts created in the ordinary course of business and owing to the
        Company or any Restricted Subsidiary or in satisfaction of judgments;

               (viii) any Person to the extent such Investment represents the
        non-cash portion of the consideration received for an Asset Disposition
        as permitted pursuant to the covenant described under Section 4.06;

               (ix) the IXC Internet Capital Contribution;

               (x) the Investment in PSINet Inc. contemplated by the PSINet
        Agreement, including the Investment in shares of PSINet Common Stock
        purchased pursuant to the PSINet Agreement and the $240.0 million value
        protection right provided for by the PSINet Agreement;

               (xi) any Person primarily engaged in a Related Business to the
        extent the Investment represents a minority equity interest in such
        Person which is received as the consideration for the disposition by the
        Company or its Restricted Subsidiaries of a fiber IRU (which does not
        require significant additional capital expenditures for optronics or
        electronic equipment) which the Board of Directors has determined in
        good faith is excess to the reasonable requirements of the Company;




<PAGE>   26


                                                                              19


               (xii) any Person to the extent such Investment is dividended or
        otherwise distributed to the Company or a Restricted Subsidiary by an
        Unrestricted Subsidiary; and

               (xiii) other Investments in any Person that in the aggregate do
        not exceed $50.0 million (without regard to increases and decreases in
        the value of the Investments).

               "Permitted PSINet Non-Recourse Debt" means Indebtedness where (i)
the holders of such Indebtedness expressly agree that they will look solely to
the shares of PSINet Common Stock held by the issuer of such Indebtedness for
payment on or in respect of such Indebtedness and expressly waive any recourse
they may have on or with respect to such Indebtedness to the Company or any
Restricted Subsidiary, (ii) neither the Company nor any Restricted Subsidiary
(A) provides credit support (whether or not in the form of an undertaking,
agreement or instrument which would constitute Indebtedness), other than the
pledge by the issuer of such Indebtedness of shares of PSINet Common Stock, or
(B) is directly or indirectly liable and (iii) no default with respect to such
indebtedness (including any rights which the holders thereof may have to take
enforcement action against the shares of PSINet Common Stock securing such
indebtedness) would permit (upon notice, lapse of time or both) any holder of
any other Indebtedness of the Company or any Restricted Subsidiary to declare a
default on such other Indebtedness or cause the payment thereof to be
accelerated or payable prior to its stated maturity.

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

               "Preferred Stock", as applied to the Capital Stock of any Person,
means Capital Stock of any class or classes (however designated) which is
preferred as to the payment of dividends or distributions, or as to the
distribution of assets upon any voluntary or involuntary liquidation or
dissolution of such Person, over shares of Capital Stock of any other class of
such Person.

               "principal" of a Security means the principal of the Security
plus the premium, if any, payable on the



<PAGE>   27


                                                                              20


Security which is due or overdue or is to become due at the relevant time.

               "PSINet Agreement" means the IRU and Stock Purchase Agreement
dated as of July 22, 1997, between IXC Internet Services, Inc. and PSINet Inc.
and the related documents executed in connection therewith, in each case as in
effect as of the Issue Date.

               "PSINet Common Stock" means the common stock of PSINet, Inc.

               "PSINet Shares" means the shares of PSINet Common Stock acquired
by the Company or any Subsidiary pursuant to the terms of the PSINet Agreement.


               "Qualified Preferred Stock" of a Restricted Subsidiary means a
series of Preferred Stock of such Restricted Subsidiary which (i) has a fixed
liquidation preference that is no greater in the aggregate than the sum of (x)
the fair market value (as determined in good faith by the Board of Directors at
the time of the issuance of such series of Preferred Stock) of the gross
consideration received by such Restricted Subsidiary for the issuance of such
series of Preferred Stock (without reduction for underwriting by similar offers
and any transaction expenses) and (y) accrued and unpaid dividends to the date
of liquidation, (ii) has a fixed annual dividend and has no right to share in
any dividend or other distributions based on the financial or other similar
performance of such Restricted Subsidiary and (iii) does not entitle the holders
thereof to vote in the election of directors, managers or trustees of such
Restricted Subsidiary unless such Restricted Subsidiary has failed to pay
dividends on such series of Preferred Stock for a period of at least 12
consecutive calendar months.

               "Refinance" means, in respect of any Indebtedness, to refinance,
extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue
other Indebtedness in exchange or replacement for, such indebtedness.

               "Refinanced" and "Refinancing" shall have correlative meanings.

               "Refinancing Indebtedness" means Indebtedness that Refinances any
Indebtedness of the Company or any Restricted Subsidiary existing on the Issue
Date or Incurred in compliance with the Indenture, including Indebtedness that



<PAGE>   28


                                                                              21


Refinances Refinancing Indebtedness; provided, however, that (i) such
Refinancing Indebtedness has a Stated Maturity no earlier than the Stated
Maturity of the Indebtedness being Refinanced, (ii) such Refinancing
Indebtedness has an Average Life at the time such Refinancing Indebtedness is
Incurred that is equal to or greater than the Average Life of the Indebtedness
being Refinanced and (iii) such Refinancing Indebtedness has an aggregate
principal amount (or if Incurred with original issue discount, an aggregate
issue price) that is equal to or less than the aggregate principal amount (or if
Incurred with original issue discount, the aggregate accreted value) then
outstanding or committed (plus accrued interest on the principal amount of
Indebtedness Refinanced, and fees and expenses, including any premium (whether
or not provided for in the instrument governing the Indebtedness to be
Refinanced) and defeasance costs) under the Indebtedness being Refinanced;
provided further, however, that Refinancing Indebtedness shall not include (x)
Indebtedness of a Subsidiary that Refinances Indebtedness of the Company (unless
such Subsidiary was obligated under, or a guarantor of, the Indebtedness being
Refinanced); or (y) Indebtedness of the Company or a Restricted Subsidiary that
Refinances Indebtedness of an Unrestricted Subsidiary.

               "Registered Exchange Offer" means the offer by the Company to
certain Holders of Initial Securities, in exchange for the Initial Securities, a
like aggregate principal amount of Exchange Securities registered under the
Securities Act.

               "Registration Rights Agreement" means an agreement among the
Company and Credit Suisse First Boston Corporation, Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and NationsBanc
Montgomery Securities LLC relating to the Registered Exchange Offer for the
Initial Securities.

               "Related Business" means any Permitted Business, the businesses
conducted by the Company and the Restricted Subsidiaries on the Issue Date and
any business related, ancillary or complementary to such businesses conducted by
the Company and the Restricted Subsidiaries on the Issue Date.

               "Related Party" with respect to any Permitted Holder means (i)
any controlling stockholder, 80% (or more) owned Subsidiary, or spouse or
immediate family member (in the case of an individual) of such Permitted Holder
or (ii) any trust, corporation, partnership or other entity, the



<PAGE>   29


                                                                              22


beneficiaries, stockholders, partners, owners or Persons beneficially holding an
80% or more controlling interest of which consist of such Permitted Holder or
such other Persons referred to in the immediately preceding clause (i).

               "Representative" means any trustee, agent or representative (if
any)for an issue of Senior Indebtedness of the Company.

               "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 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 Payment" with respect to any Person means

               (i) the declaration or payment of any dividends or any other
        distributions of any sort in respect of its Capital Stock (including any
        payment in connection with any merger or consolidation involving such
        Person) or similar payment to the direct or indirect holders of its
        Capital Stock (other than dividends or distributions payable solely in
        its Capital Stock (other than Disqualified Stock) and dividends or
        distributions to the extent paid to the Company or a Restricted
        Subsidiary, and other than pro rata dividends or other distributions
        made by a Subsidiary that is not a Wholly Owned Subsidiary to minority
        stockholders (or owners of an equivalent interest in the case of a
        Subsidiary that is an entity other than a corporation)),

               (ii) the purchase, redemption or other acquisition or retirement
        for value of any Capital Stock of the Company held by any Person or of
        any Capital Stock of a Restricted Subsidiary held by any Affiliate of
        the Company (other than the Company or a Restricted Subsidiary),
        including the exercise of any option to



<PAGE>   30


                                                                              23


        exchange any Capital Stock (other than into Capital Stock of the Company
        that is not Disqualified Stock),

               (iii) the purchase, repurchase, redemption, defeasance or other
        acquisition or retirement for value, prior to scheduled maturity,
        scheduled repayment or scheduled sinking fund payment of any
        Subordinated Obligations (other than the purchase, repurchase or other
        acquisition of Subordinated Obligations purchased in anticipation of
        satisfying a sinking fund obligation, principal installment or final
        maturity, in each case due within one year of the date of acquisition)
        or

               (iv) the making of any Investment (other than a Permitted
        Investment) in any Person.

               "Restricted Subsidiary" means any Subsidiary of the Company that
is not an Unrestricted Subsidiary.

               "Sale/Leaseback Transaction" means an arrangement relating to
property now owned or hereafter acquired whereby the Company or a Restricted
Subsidiary transfers such property to a Person and the Company or a Restricted
Subsidiary leases it from such Person.

               "SEC" means the Securities and Exchange Commission.

               "Secured Indebtedness" means any Indebtedness of the Company
secured by a Lien.

               "Senior Indebtedness" of the Company means (i) Indebtedness of
the Company, whether outstanding on the Issue Date or thereafter Incurred, and
(ii) accrued and unpaid interest (including interest accruing on or after the
filing of any petition in bankruptcy or for reorganization relating to the
Company whether or not allowed as a claim in such proceeding) and (iii) fees,
expenses and indemnities in respect of (A) indebtedness of the Company for money
borrowed and (B) indebtedness evidenced by notes, debentures, bonds, letters of
credit or other similar instruments for the payment of which such Person is
responsible or liable unless, in the case of (i) and (ii), in the instrument
creating or evidencing the same or pursuant to which the same is outstanding, it
is provided that such obligations are subordinate or pari passu in right of
payment to the Securities; provided, however, that Senior Indebtedness shall not
include (1) any obligation of such Person to any Subsidiary of such Person, (2)
any liability



<PAGE>   31


                                                                              24


for Federal, state, local or other taxes owed or owing by such Person, (3) any
accounts payable or other liability to trade creditors arising in the ordinary
course of business (including guarantees thereof or instruments evidencing such
liabilities) (4) any Indebtedness, Guarantee or obligation of the Company that
is expressly subordinate or junior in right of payment to any other
Indebtedness, Guarantee or obligation of the Company including any Senior
Subordinated Indebtedness and any Subordinated Obligations or (5) that portion
of any Indebtedness which at the time of Incurrence is Incurred in violation of
the Indenture.

               "Senior Subordinated Indebtedness" means the Securities and any
other Indebtedness that ranks pari passu with the Securities.

               "Significant Subsidiary" means any Restricted Subsidiary that
would be a "Significant Subsidiary" of the Company within the meaning of Rule
1-02 under Regulation S-X promulgated by the SEC.

               "Standard & Poor's" means Standard & Poor's Ratings Group, or its
successor.

               "Stated Maturity" means, with respect to any security, the date
specified in such security as the fixed date on which the final payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the holder thereof upon the
happening of any contingency unless such contingency has occurred).

               "Strategic Subordinated Indebtedness" means Indebtedness of the
Company Incurred to finance the acquisition of a majority of the voting power of
the Voting Stock of a Person engaged in a Related Business that by its terms, or
by the terms of any agreement or instrument pursuant to which such Indebtedness
is outstanding, (i) is expressly made subordinate in right of payment to the
Securities on terms prescribed by the Indenture and (ii) provides that no
payment of principal, premium or interest on, or any other payment with respect
to, such Indebtedness may be made prior to the first anniversary following the
payment in full of all of the Company's obligations under the Securities;
provided, however, that such Indebtedness may provide for and be repaid at any
time from the proceeds of the sale of Capital Stock (other than Disqualified
Stock) of the Company after the Incurrence of such Indebtedness.




<PAGE>   32


                                                                              25


               "Subordinated Obligation" means any Indebtedness of the Company
(whether outstanding on the Issue Date or thereafter Incurred) which is
subordinate or junior in right of payment to the Securities pursuant to a
written agreement to that effect (including, if issued, the Exchange Debentures
as set forth in the Company's Certificate of Designation relating to the
Exchangeable Preferred Stock).

               "Subsidiary" means, in respect of any Person, any corporation,
association, partnership or other business entity of which more than 50% of the
total voting power of shares of Capital Stock or other interests (including
partnership interests) entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof
is at the time owned or controlled, directly or indirectly, by (i) such Person,
(ii) such Person and one or more Subsidiaries of such Person or (iii) one or
more Subsidiaries of such Person.

               "Temporary Cash Investments" means any of the following: (i) any
investment in direct obligations of the United States of America or any agency
thereof or obligations guaranteed by the United States of America or any agency
thereof, (ii) investments in time deposit accounts, certificates of deposit and
money market deposits maturing within 180 days of the date of acquisition
thereof issued by a bank or trust company which is organized under the laws of
the United States of America, any state thereof or any foreign country
recognized by the United States, and which bank or trust company has capital,
surplus and undivided profits aggregating in excess of $50,000,000 (or the
foreign currency equivalent thereof) and has outstanding debt which is rated "A"
(or such similar equivalent rating) or higher by at least one nationally
recognized statistical rating organization (as defined in Rule 436 under the
Securities Act) or any money market fund sponsored by a registered broker dealer
or mutual fund distributor, (iii) repurchase obligations with a term of not more
than 30 days for underlying securities of the types described in clause (i)
above entered into with a bank meeting the qualifications described in clause
(ii) above, (iv) investments in commercial paper, maturing not more than 90 days
after the date of acquisition, issued by a corporation (other than an Affiliate
of the Company) organized and in existence under the laws of the United States
of America or any foreign country recognized by the United States of America
with a rating at the time as of which any investment therein is made of "P-1"
(or higher) according to Moody's Investors Service, Inc. or "A-1" (or higher)
according to Standard & Poor's Ratings Group, and (v) investments in



<PAGE>   33


                                                                              26


securities with maturities of six months or less from the date of acquisition
issued or fully guaranteed by any state, commonwealth or territory of the United
States of America, or by any political subdivision or taxing authority thereof,
and rated at least "A" by Standard & Poor's Ratings Group or "A" by Moody's
Investors Service, Inc.

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

               "Trustee" means the party named as such in this Indenture until a
successor replaces it and, thereafter, means the successor.

               "Trustee Officer" means the Chairman of the Board, the President
or any other officer or assistant officer of the Trustee assigned by the Trustee
to administer its corporate trust matters.

               "Uniform Commercial Code" means the New York Uniform Commercial
Code as in effect from time to time.

               "Unrestricted Subsidiary" means (i) any Subsidiary of the Company
that at the time of determination shall be designated an Unrestricted Subsidiary
by the Board of Directors in the manner provided below and (ii) any Subsidiary
of an Unrestricted Subsidiary. The Board of Directors may designate any
Subsidiary of the Company (including any newly acquired or newly formed
Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of
its Subsidiaries owns any Preferred Stock or Indebtedness of, or holds any Lien
(excluding Liens incurred to secure obligations in respect of an IRU) on any
property of, the Company or any Restricted Subsidiary; provided, however, that
either (A) the Subsidiary to be so designated has total assets of $1,000 or less
or (B) if such Subsidiary has assets greater than $1,000, the Investment
resulting from such designation would be permitted under the covenant described
under Section 4.04. Notwithstanding the foregoing, IXC Internet Services, Inc.,
IXC Leasing LLC, IXC International, Inc., Progress International LLC and upon
acquisition by the Company, Network Long Distance, Inc., shall be deemed to be
Unrestricted Subsidiaries for purposes of this Indenture. The Board of Directors
may designate any Unrestricted Subsidiary to be a Restricted Subsidiary;
provided, however, that immediately after giving effect to such designation (x)
the Company could Incur $1.00 of additional Indebtedness under paragraph (a) of
the covenant described under Section 4.03 and (y) no Default shall have



<PAGE>   34


                                                                              27


occurred and be continuing. Any such designation by the Board of Directors shall
be evidenced to the Trustee by promptly filing with the Trustee a copy of the
resolution of the Board of Directors giving effect to such designation and an
Officers' Certificate certifying that such designation complied with the
foregoing provisions.

               "U.S. Government Obligations" means direct obligations (or
certificates representing an ownership interest in such obligations) of the
United States of America (including any agency or instrumentality thereof) for
the payment of which the full faith and credit of the United States of America
is pledged and which are not callable at the issuer's option.

               "Voting Stock" of a Person means all classes of Capital Stock or
other interests (including partnership interests) of such Person then
outstanding and normally entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof.

               "Wholly Owned Subsidiary" means a Restricted Subsidiary all the
Capital Stock of which (other than directors' qualifying shares) is owned by the
Company or one or more Wholly Owned Subsidiaries.

               SECTION 1.02.  Other Definitions.

<TABLE>
<CAPTION>
                                                     Defined in
                               Term                  Section
                               ----                  -------
<S>                                                  <C> 
        "Affiliate Transaction" ................      4.07
        "Bankruptcy Law" .......................      6.01
        "Blockage Notice" ......................     10.03
        "covenant defeasance" ..................      8.01(a)
        "Custodian" ............................      6.01
        "Event of Default" .....................      6.01
        "legal defeasance" .....................      8.01(b)
        "Legal Holiday" ........................     11.08
        "Offer" ................................      4.06(a)
        "Offer Amount" .........................      4.06(c)(2)
        "Offer Period" .........................      4.06(c)(2)
        "pay the Securities" ...................     10.03
        "Paying Agent" .........................      2.03
        "Payment Blockage Period" ..............     10.03
        "Purchase Date".........................      4.09(b)(3)
        "Registrar".............................      2.03
        "Special Purchase Date .................      4.06(c)(1)
        "Successor Company" ....................      5.01
</TABLE>



<PAGE>   35


                                                                              28


               SECTION 1.03. Incorporation by Reference of Trust Indenture Act.
This Indenture is subject to the mandatory provisions of the TIA which are
incorporated by reference in and made a part of this Indenture. The following
TIA terms have the following meanings:

               "Commission" means the SEC;

               "indenture securities" means the Securities;

               "indenture security holder" means a Securityholder;

               "indenture to be qualified" means this Indenture;

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

               "obligor" on the indenture securities means the Company and any
other obligor on the indenture securities.

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

               SECTION 1.04.  Rules of Construction.  Unless the
context otherwise requires:

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

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

               (3) "or" is not exclusive;

               (4) "including" means including without limitation;

               (5) words in the singular include the plural and words in the
        plural include the singular;

               (6) unsecured Indebtedness shall not be deemed to be subordinate
        or junior to Secured Indebtedness merely by virtue of its nature as
        unsecured Indebtedness;

               (7) the principal amount of any noninterest bearing or other
        discount security at any date shall be the principal amount thereof that
        would be shown on a



<PAGE>   36


                                                                              29


        balance sheet of the issuer dated such date prepared in
        accordance with GAAP; and

               (8) the principal amount of any Preferred Stock shall be (i) the
        maximum liquidation value of such Preferred Stock or (ii) the maximum
        mandatory redemption or mandatory repurchase price with respect to such
        Preferred Stock, whichever is greater; and

               (9) all references to the date the Securities were originally
        issued shall refer to the date the Initial Securities were originally
        issued.


                                    ARTICLE 2

                                 The Securities

               SECTION 2.01. Form and Dating. Provisions relating to the Initial
Securities, the Private Exchange Securities and the Exchange Securities are set
forth in the Rule 144A/Regulation S Appendix attached hereto (the "Appendix")
which is hereby incorporated in and expressly made part of this Indenture. The
Initial Securities and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit 1 to the Appendix which is hereby
incorporated in and expressly made a part of this Indenture. The Exchange
Securities, the Private Exchange Securities and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A, which is hereby
incorporated in and expressly made a part of this Indenture. The Securities may
have notations, legends or endorsements required by law, stock exchange rule,
agreements to which the Company is subject, if any, or usage (provided that any
such notation, legend or endorsement is in a form acceptable to the Company).
Each Security shall be dated the date of its authentication. The terms of the
Securities set forth in the Appendix and Exhibit A are part of the terms of this
Indenture.

               SECTION 2.02.  Execution and Authentication.  One Officer shall
sign the Securities for the Company by manual or facsimile signature.

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



<PAGE>   37


                                                                              30


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

               The Trustee shall authenticate and deliver Securities for
original issue in an aggregate principal amount of $450,000,000, upon a written
order of the Company signed by an Officer of the Company. Such order shall
specify the amount of the Securities to be authenticated and the date on which
the original issue of Securities is to be authenticated. The aggregate principal
amount of Securities outstanding at any time may not exceed that amount except
as provided in Section 2.07.

               The Trustee may appoint an authenticating agent reasonably
acceptable to the Company to authenticate the Securities. Unless limited by the
terms of such appointment, an authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as any Registrar, Paying Agent or agent
for service of notices and demands.

               SECTION 2.03. Registrar and Paying Agent. The Company shall
maintain an office or agency where Securities may be presented for registration
of transfer or for exchange (the "Registrar") and an office or agency where
Securities may be presented for payment (the "Paying Agent"). The Registrar
shall keep a register of the Securities and of their transfer and exchange. The
Company may have one or more co-registrars and one or more additional paying
agents. The term "Paying Agent" includes any additional paying agent.

               The Company shall enter into an appropriate agency agreement with
any Registrar, Paying Agent or co-registrar not a party to this Indenture, which
shall incorporate the terms of the TIA. The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall notify
the Trustee of the name and address of any such agent. If the Company fails to
maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be
entitled to appropriate compensation therefor pursuant to Section 7.07. The
Company or any of its domestically incorporated Wholly Owned Subsidiaries may
act as Paying Agent, Registrar, co-registrar or transfer agent.



<PAGE>   38

                                                                              31


               The Company initially appoints the Trustee as Registrar and
Paying Agent in connection with the Securities.

               SECTION 2.04. Paying Agent To Hold Money in Trust. Prior to each
due date of the principal and interest on any Security, the Company shall
deposit with the Paying Agent a sum sufficient to pay such principal and
interest when so becoming due. The Company shall require each Paying Agent
(other than the Trustee) to agree in writing that the Paying Agent shall hold in
trust for the benefit of Securityholders or the Trustee all money held by the
Paying Agent for the payment of principal of or interest on the Securities and
shall notify the Trustee of any default by the Company in making any such
payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate
the money held by it as Paying Agent and hold it as a separate trust fund. The
Company at any time may require a Paying Agent to pay all money held by it to
the Trustee and to account for any funds disbursed by the Paying Agent. Upon
complying with this Section, the Paying Agent shall have no further liability
for the money delivered to the Trustee.

               SECTION 2.05. Securityholder Lists. The Trustee shall preserve in
as current a form as is reasonably practicable the most recent list available
to it of the names and addresses of Securityholders. If the Trustee is not the
Registrar, the Company shall furnish to the Trustee, in writing at least five
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Securityholders.

               SECTION 2.06. Transfer and Exchange. The Securities shall be
issued in registered form and shall be transferable only upon the surrender of a
Security for registration of transfer. When a Security is presented to the
Registrar or a co-registrar with a request to register a transfer, the Registrar
shall register the transfer as requested if the requirements of Section 8-401(1)
of the Uniform Commercial Code are met. When Securities are presented to the
Registrar or a co-registrar with a request to exchange them for an equal
principal amount of Securities of other denominations, the Registrar shall make
the exchange as requested if the same requirements are met. To permit
registration of transfers and exchanges, the Company shall execute and the
Trustee shall authenticate Securities at the Registrar's or co-registrar's
request. The Company may require payment of a sum sufficient to pay all taxes,



<PAGE>   39


                                                                              32


assessments or other governmental charges in connection with any transfer or
exchange pursuant to this Section. The Company shall not be required to make and
the Registrar need not register transfers or exchanges of Securities selected
for redemption (except, in the case of Securities to be redeemed in part, the
portion thereof not to be redeemed) or any Securities for a period of 15 days
before a selection of Securities to be redeemed or 15 days before an interest
payment date.

               Prior to the due registration of transfer of any Security, the
Company, the Trustee, the Paying Agent, the Registrar or any co-registrar may
deem and treat the person in whose name a Security is registered as the absolute
owner of such Security for the purpose of receiving payment of principal of and
interest on such Security and for all other purposes whatsoever, whether or not
such Security is overdue, and none of the Company, the Trustee, the Paying
Agent, the Registrar or any co-registrar shall be affected by notice to the
contrary.

               All Securities issued upon any transfer or exchange pursuant to
the terms of this Indenture will evidence the same debt and will be entitled to
the same benefits under this Indenture as the Securities surrendered upon such
transfer or exchange.

               SECTION 2.07. Replacement Securities. If a mutilated Security is
surrendered to the Registrar or if the Holder of a Security claims that the
Security has been lost, destroyed or wrongfully taken, the Company shall issue
and the Trustee shall authenticate a replacement Security if the requirements of
Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies
any other reasonable requirements of the Trustee. If required by the Trustee or
the Company, such Holder shall furnish an indemnity bond sufficient in the
judgment of the Company and the Trustee to protect the Company, the Trustee, the
Paying Agent, the Registrar and any co-registrar from any loss which any of them
may suffer if a Security is replaced. The Company and the Trustee may charge the
Holder for their expenses in replacing a Security.

               Every replacement Security is an additional obligation of the
Company.

               SECTION 2.08. Outstanding Securities. Securities outstanding at
any time are all Securities authenticated by the Trustee except for those
canceled by it, those delivered to it for cancelation and those described in
this Section as



<PAGE>   40


                                                                              33


not outstanding. A Security does not cease to be outstanding because the
Company or an Affiliate of the Company holds the Security.

               If a Security is replaced pursuant to Section 2.07, it ceases to
be outstanding unless the Trustee and the Company receive proof satisfactory to
them that the replaced Security is held by a bona fide purchaser.

               If the Paying Agent segregates and holds in trust, in accordance
with this Indenture, on a redemption date or maturity date money sufficient to
pay all principal and interest payable on that date with respect to the
Securities (or portions thereof) to be redeemed or maturing, as the case may be,
and the Paying Agent is not prohibited from paying such money to the
Securityholders on that date pursuant to the terms of this Indenture, then on
and after that date such Securities (or portions thereof) cease to be
outstanding and interest on them ceases to accrue.

               SECTION 2.09. Temporary Securities. Until definitive Securities
are ready for delivery, the Company may prepare and the Trustee shall
authenticate temporary Securities. Temporary Securities shall be substantially
in the form of definitive Securities but may have variations that the Company
considers appropriate for temporary Securities. Without unreasonable delay, the
Company shall prepare and the Trustee shall authenticate definitive Securities
and deliver them in exchange for temporary Securities.

               SECTION 2.10 Cancelation. The Company at any time may deliver
Securities to the Trustee for cancelation. The Registrar and the Paying Agent
shall forward to the Trustee any Securities surrendered to them for registration
of transfer, exchange or payment. The Trustee and no one else shall cancel and
destroy (subject to the record retention requirements of the Exchange Act) all
Securities surrendered for registration of transfer, exchange, payment or
cancelation and deliver a certificate of such destruction to the Company unless
the Company directs the Trustee to deliver canceled Securities to the Company.
The Company may not issue new Securities to replace Securities it has redeemed,
paid or delivered to the Trustee for cancelation.

               SECTION 2.11. Defaulted Interest. If the Company defaults in a
payment of interest on the Securities, the Company shall pay defaulted interest
(plus interest on such defaulted interest to the extent lawful at the rate borne
by the Securities plus 1%) in any lawful manner. The Company



<PAGE>   41


                                                                              34


may pay the defaulted interest to the persons who are Securityholders on a
subsequent special record date. The Company shall fix or cause to be fixed any
such special record date and payment date to the reasonable satisfaction of the
Trustee and shall promptly mail to each Securityholder a notice that states the
special record date, the payment date and the amount of defaulted interest to be
paid.

               SECTION 2.12. CUSIP Numbers. The Company in issuing the
Securities may use "CUSIP" numbers (if then generally in use) and, if so, the
Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to
Holders; provided, however, that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers.


                                    ARTICLE 3

                                   Redemption

               SECTION 3.01. Notices to Trustee. If the Company elects to redeem
Securities pursuant to paragraph 5 of the Securities, it shall notify the
Trustee in writing of the redemption date, the principal amount of Securities to
be redeemed and the paragraph of the Securities pursuant to which the redemption
will occur.

               The Company shall give each notice to the Trustee provided for in
this Section at least 60 days before the redemption date unless the Trustee
consents to a shorter period. Such notice shall be accompanied by an Officers'
Certificate and an Opinion of Counsel from the Company to the effect that such
redemption will comply with the conditions herein.

               SECTION 3.02. Selection of Securities To Be Redeemed. If fewer
than all the Securities are to be redeemed, the Trustee shall select the
Securities to be redeemed pro rata or by lot or by a method that complies with
applicable legal and securities exchange requirements, if any, and that the
Trustee in its sole discretion shall deem to be fair and appropriate and in
accordance with methods generally used at the time of selection by fiduciaries
in similar circumstances. The Trustee shall



<PAGE>   42


                                                                              35


make the selection from outstanding Securities not previously called for
redemption. The Trustee may select for redemption portions of the principal of
Securities that have denominations larger than $1,000. Securities and portions
of them the Trustee selects shall be in amounts of $1,000 or a whole multiple of
$1,000. Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption. The
Trustee shall notify the Company promptly of the Securities or portions of
Securities to be redeemed.

               SECTION 3.03. Notice of Redemption. At least 30 days but not more
than 60 days before a date for redemption of Securities, the Company shall mail
a notice of redemption by first-class mail to each Holder of Securities to be
redeemed at such Holder's registered address.

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

               (1) the redemption date;

               (2) the redemption price;

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

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

               (5) if fewer than all the outstanding Securities are to be
        redeemed, the identification and principal amounts of the particular
        Securities to be redeemed;

               (6) that, unless the Company defaults in making such redemption
        payment or the Paying Agent is prohibited from making such payment
        pursuant to the terms of this Indenture, interest on Securities (or
        portion thereof) called for redemption ceases to accrue on and after the
        redemption date; and

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

               At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense. In such event,
the Company shall provide the Trustee with the information required by this
Section.



<PAGE>   43


                                                                              36


               SECTION 3.04. Effect of Notice of Redemption. Once notice of
redemption is mailed, Securities called for redemption become due and payable on
the redemption date and at the redemption price stated in the notice. Upon
surrender to the Paying Agent, such Securities shall be paid at the redemption
price stated in the notice, plus accrued interest to the redemption date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the related interest payment date). Failure to give
notice or any defect in the notice to any Holder shall not affect the validity
of the notice to any other Holder.

               SECTION 3.05. Deposit of Redemption Price. Prior to the
redemption date, the Company shall deposit with the Paying Agent (or, if the
Company or a Subsidiary is the Paying Agent, shall segregate and hold in trust)
money, in U.S. dollars in immediately available funds, sufficient to pay the
redemption price of and accrued interest on all Securities to be redeemed on
that date other than Securities or portions of Securities called for redemption
which have been delivered by the Company to the Trustee for cancelation.

               SECTION 3.06. Securities Redeemed in Part. Upon surrender of a
Security that is redeemed in part, the Company shall execute and the Trustee
shall authenticate for the Holder (at the Company's expense) a new Security
equal in principal amount to the unredeemed portion of the Security
surrendered.


                                    ARTICLE 4

                                    Covenants

               SECTION 4.01. Payment of Securities. The Company shall promptly
pay the principal of, premium, if any, and interest on the Securities on the
dates and in the manner provided in the Securities and in this Indenture.
Principal and interest shall be considered paid on the date due if prior to
11:00 a.m. New York City time on such date the Trustee or the Paying Agent holds
in accordance with this Indenture money, in U.S. Dollars in immediately
available funds sufficient to pay all principal and interest then due and the
Trustee or Paying Agent, as the case may be, is not prohibited from paying such
money to the Securityholders on that date pursuant to the terms of this
Indenture.



<PAGE>   44


                                                                              37


               The Company shall pay interest on overdue principal at the rate
specified therefor in the Securities, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

               SECTION 4.02. SEC Reports. Notwithstanding that the Company may
not be subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, the Company shall file with the SEC and provide the Trustee and,
upon request, Securityholders with such annual reports and such information,
documents and other reports as are specified in Sections 13 and 15(d) of the
Exchange Act and applicable to a U.S. corporation subject to such Sections, such
information, documents and reports to be so filed and provided at the time
specified for the filing of such information, documents and reports under such
Sections. The Company also shall comply with the other provisions of TIA Section
314(a).

               SECTION 4.03. Limitation on Indebtedness. (a) The Company shall
not Incur, and shall not permit any Restricted Subsidiary to Incur, directly or
indirectly, any Indebtedness unless, on the date of such Incurrence and after
giving pro forma effect (x) to the Incurrence of such Indebtedness (including
pro forma application of the net proceeds therefrom), (y) to any other
Indebtedness Incurred or repaid since the end of the period referred to below
and the receipt and application of the proceeds thereof and (z) to the issuance
or redemption of any Capital Stock (other than Disqualified Stock) and any
dividends of distributions since the end of the period referred to below and the
receipt and application of the proceeds thereof, either (i) the Indebtedness to
Operating Cash Flow Ratio for the Company's most recently ended four full fiscal
quarters for which internal financial statements are available immediately
preceding the date on which such Indebtedness is Incurred would have been not
more than, (x) if prior to April 1, 2000, 5.5 to 1.0, and (y) if thereafter, 5.0
to 1.0, or (ii) the Debt to Capital Ratio as of the end of the most recent
fiscal quarter for which internal financial statements are available immediately
preceding the date on which such Indebtedness is Incurred is less than 2.0 to
1.0.

               (b) Notwithstanding the foregoing paragraph (a), the Company and
its Restricted Subsidiaries may Incur any or all of the following Indebtedness:

               (1) Indebtedness Incurred pursuant to one or more Credit
        Agreements; provided, however, that, after giving effect to any such
        Incurrence, the aggregate



<PAGE>   45


                                                                              38


        principal amount of such Indebtedness then outstanding does not exceed
        the greater of (A) $250.0 million and (B) 85% of the book value of the
        Accounts Receivables of the Company and its Restricted Subsidiaries;

               (2) Indebtedness owed to and held by the Company or a Restricted
        Subsidiary; provided, however, that any subsequent issuance or transfer
        of any Capital Stock which results in any Restricted Subsidiary ceasing
        to be a Restricted Subsidiary or any subsequent transfer of such
        Indebtedness (other than to the Company or another Restricted
        Subsidiary) shall be deemed, in each case, to constitute the Incurrence
        of such Indebtedness by the issuer thereof;

               (3) the Securities;

               (4) Indebtedness outstanding on the Issue Date (other than
        Indebtedness described in clause (1), (2) or (3) of this covenant);

               (5) Refinancing Indebtedness in respect of Indebtedness Incurred
        pursuant to paragraph (a) or pursuant to clause (3) or (4) or this
        clause (5);

               (6) Hedging Obligations consisting of Interest Rate Agreements
        directly related to Indebtedness permitted to be Incurred by the Company
        and its Restricted Subsidiaries pursuant to the Indenture;

               (7) Indebtedness Incurred to finance the cost (including the cost
        of design, development, acquisition, construction, installation,
        improvement, transportation or integration) to acquire or improve
        equipment, inventory or network assets (including real estate)
        (including acquisitions by way of capital lease and acquisitions of the
        Capital Stock of a Person that becomes a Restricted Subsidiary to the
        extent of the fair market value of the equipment, inventory or network
        assets so acquired) by the Company or a Restricted Subsidiary after the
        Issue Date for use in a Related Business;

               (8) in the event that the PSINet Shares are held by the Company
        or a Restricted Subsidiary, the Incurrence by the Company or such
        Restricted Subsidiary of Permitted PSINet Nonrecourse Debt;

               (9) Strategic Subordinated Indebtedness; and



<PAGE>   46


                                                                              39


               (10) Indebtedness in an aggregate principal amount at any time
        outstanding which, together with the amount of all other Indebtedness of
        the Company and its Restricted Subsidiaries outstanding on the date of
        such Incurrence (other than Indebtedness permitted by clauses (1)-(9)
        above and paragraph (a)), does not exceed 5% of Consolidated Tangible
        Assets.

               (c) Notwithstanding the foregoing, the Company shall not Incur
(x) any Indebtedness pursuant to the foregoing paragraph (b) if the proceeds
thereof are used, directly or indirectly, to Refinance any Subordinated
Obligations unless such Indebtedness shall be subordinated to the Securities to
at least the same extent as such Subordinated Obligations, (y) any Secured
Indebtedness that is not Senior Indebtedness unless the Securities are secured
equally and ratably with (or prior to) such Secured Indebtedness by a Lien on
the assets securing such Secured Indebtedness for so long as such Secured
Indebtedness is so secured or (z) any Indebtedness if such Indebtedness is
subordinate or junior in ranking in any respect to any Senior Indebtedness,
unless such Indebtedness is Senior Subordinated Indebtedness or is expressly
subordinated in right of payment to Senior Subordinated Indebtedness.

               (d) For purposes of determining compliance with the foregoing
covenant,(i) in the event that an item of Indebtedness meets the criteria of
more than one of the types of Indebtedness described above, the Company, in its
sole discretion, will classify such item of Indebtedness and only be required to
include the amount and type of such Indebtedness in one of the above clauses and
(ii) an item of Indebtedness may be divided and classified in more than one of
the types of Indebtedness described above.

               SECTION 4.04. Limitation on Restricted Payments. (a) The Company
shall not, and shall not permit any Restricted Subsidiary, directly or
indirectly, to make a Restricted Payment if at the time the Company or such
Restricted Subsidiary makes such Restricted Payment:

               (1) a Default shall have occurred and be continuing (or would
        result therefrom);

               (2) the Company is not able to Incur an additional $1.00 of
        Indebtedness pursuant to Section 4.03(a); or

               (3) the aggregate amount of such Restricted Payment and all other
        Restricted Payments since the Issue Date would exceed the sum of: (A) an
        amount equal



<PAGE>   47


                                                                              40


        to the Cumulative Operating Cash Flow for the period (taken as one
        accounting period) from April 1, 1998 to the end of the Company's most
        recently ended fiscal quarter for which internal financial statements
        are available at the time of such Restricted Payment less 1.50 times the
        Company's Cumulative Consolidated Interest expense for such period; (B)
        the aggregate Net Cash Proceeds received by the Company from the
        issuance or sale of its Capital Stock (other than Disqualified Stock)
        subsequent to August 20, 1997 (other than an issuance or sale to a
        Subsidiary of the Company and other than an issuance or sale to an
        employee stock ownership plan or to a trust established by the Company
        or any of its Subsidiaries for the benefit of their employees); (C) the
        amount by which Indebtedness of the Company is reduced on the Company's
        balance sheet upon the conversion or exchange (other than by a
        Subsidiary of the Company) subsequent to August 20, 1997 of any
        Indebtedness of the Company convertible or exchangeable for Capital
        Stock (other than Disqualified Stock) of the Company (less the amount of
        any cash, or the fair value of any other property, distributed by the
        Company upon such conversion or exchange); and (D) an amount equal to
        the sum of (i) the net reduction in Investments in any Person resulting
        from dividends, repayments of loans or advances or other transfers of
        assets (but excluding such dividends, repayments, advances or other
        transfers of assets to the extent any such item increases Consolidated
        Net Income), in each case to the Company or any Restricted Subsidiary
        from any Person (including from Unrestricted Subsidiaries), and (ii) the
        portion (proportionate to the Company's equity interest in such
        Subsidiary) of the fair market value of the net assets of an
        Unrestricted Subsidiary at the time such Unrestricted Subsidiary is
        designated a Restricted Subsidiary; provided, however, that the
        foregoing sum shall not exceed, in the case of any Person (including any
        Unrestricted Subsidiary), the amount of Investments previously made (and
        treated as a Restricted Payment) by the Company or any Restricted
        Subsidiary in such Person.

               (b) The provisions of the foregoing paragraph (a) shall not
prohibit:

               (i) any Restricted Payment made out of the substantially
        concurrent sale of (or within 30 days after the sale of, as long as such
        Restricted Payment was authorized by the Board of Directors as the
        intended use of proceeds of such sale at the time of



<PAGE>   48


                                                                              41


        such sale), or any acquisition of any Capital Stock of the Company or
        any Subordinated Obligation made by exchange for, Capital Stock of the
        Company (other than Disqualified Stock and other than Capital Stock
        issued or sold to a Subsidiary of the Company or an employee stock
        ownership plan or to a trust established by the Company or any of its
        Subsidiaries for the benefit of their employees); provided, however,
        that (A) such Restricted Payment shall be excluded in the calculation of
        the amount of Restricted Payments and (B) the Net Cash Proceeds from
        such sale shall be excluded from the calculation of amounts under clause
        (3)(B) of paragraph (a) above;

               (ii) any purchase, repurchase, redemption, defeasance or other
        acquisition or retirement for value of Subordinated Obligations made by
        exchange for, or out of the proceeds of the substantially concurrent
        sale of, Indebtedness of the Company which is permitted to be Incurred
        pursuant to Section 4.03; provided, however, that such purchase,
        repurchase, redemption, defeasance or other acquisition or retirement
        for value shall be excluded in the calculation of the amount of
        Restricted Payments;

               (iii) dividends paid within 60 days after the date of declaration
        thereof if at such date of declaration such dividend would have complied
        with this covenant; provided, however, that at the time of payment of
        such dividend, no other Default shall have occurred and be continuing
        (or result therefrom); provided further, however, that such dividend
        shall be included in the calculation of the amount of Restricted
        Payments;

               (iv) the repurchase or other acquisition of shares of, or options
        to purchase shares of, common stock of the Company or any of its
        Subsidiaries from employees, former employees, directors or former
        directors of the Company or any of its Subsidiaries (or permitted
        transferees of such employees, former employees, directors or former
        directors), pursuant to the terms of the agreements (including
        employment agreements) or plans (or amendments thereto) approved by the
        Board of Directors under which such individuals purchase or sell or are
        granted the option to purchase or sell, shares of such common stock;
        provided, however, that the aggregate amount of such repurchases and
        other acquisitions shall not exceed $1.0 million in any calendar year;
        provided further, however, that such



<PAGE>   49


                                                                              42


        repurchases and other acquisitions shall be excluded in the calculation
        of the amount of Restricted Payments;

               (v) dividends paid on the Company's 1997 Convertible Preferred
        Stock and its 1998 Convertible Preferred Stock outstanding on the Issue
        Date (and on any shares of either class issued in payment of dividends
        thereon), pursuant to their terms as in effect on the Issue Date;
        provided, however, that at the time of any such payment no Default shall
        have occurred and be continuing (or result therefrom); provided further,
        however, that such dividends shall be included in the calculation of the
        amount of Restricted Payments;

               (vi) cash payments made in lieu of the issuance of fractional
        shares of Capital Stock in connection with any exchange, redemption,
        dividend, consolidation or conversion of shares of Capital Stock of the
        Company or any acquisition of a Person or assets; provided, however,
        that the aggregate amount of such payments shall not exceed $1.0
        million; provided further, however, that such payments shall be excluded
        in the calculation of the amount of Restricted Payments; or

               (vii) Restricted Payments to the extent attributable to dividends
        or distributions received from Unrestricted Subsidiaries; provided,
        however, that such dividends or distributions are neither treated as a
        reduction of the Investment in such Unrestricted Subsidiary pursuant to
        paragraph (a)(3)(D) of this covenant (or as a reduction of any Permitted
        Investment in such Unrestricted Subsidiary) nor included in the
        calculation of Consolidated Net Income; provided further, however, that
        such Restricted Payments shall be excluded from the calculation of the
        amount of Restricted Payments.

               SECTION 4.05. Limitation on Restrictions on Distributions from
Restricted Subsidiaries. The Company shall not, and shall not permit any
Restricted Subsidiary to, create or otherwise cause or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to (a) pay dividends or make any other distributions on
its Capital Stock to the Company or a Restricted Subsidiary or pay any
Indebtedness owed to the Company, (b) make any loans or advances to the Company
or (c) transfer any of its property or assets to the Company, except:



<PAGE>   50


                                                                              43


               (i) any encumbrance or restriction pursuant to an agreement in
        effect at or entered into on the Issue Date;

               (ii) any encumbrance or restriction with respect to a Restricted
        Subsidiary pursuant to an agreement relating to any Indebtedness
        Incurred by such Restricted Subsidiary on or prior to the date on which
        such Restricted Subsidiary was acquired by the Company (other than
        Indebtedness Incurred as consideration in, or to provide all or any
        portion of the funds or credit support utilized to consummate, the
        transaction or series of related transactions pursuant to which such
        Restricted Subsidiary became a Restricted Subsidiary or was acquired by
        the Company) and outstanding on such date;

               (iii) any encumbrance or restriction pursuant to an agreement
        effecting a Refinancing of Indebtedness Incurred pursuant to an
        agreement referred to in clause (i) or (ii) of this covenant or this
        clause (iii) or contained in any amendment to an agreement referred to
        in clause (i) or (ii) of this covenant or this clause (iii); provided,
        however, that the encumbrances and restrictions with respect to such
        Restricted Subsidiary contained in any such refinancing agreement or
        amendment are no less favorable to the holders of Securities than
        encumbrances and restrictions with respect to such Restricted Subsidiary
        contained in such predecessor agreements;

               (iv) any such encumbrance or restriction consisting of customary
        non-assignment provisions in leases governing leasehold interests to the
        extent such provisions restrict the transfer of the lease or the
        property leased thereunder;

               (v) in the case of clause (c) above, restrictions contained in
        IRU Agreements, security agreements or mortgages securing Indebtedness
        or other obligations of a Restricted Subsidiary to the extent such
        restrictions restrict the transfer of the property subject to such
        security agreements or mortgages;

               (vi) any restriction with respect to a Restricted Subsidiary
        imposed pursuant to an agreement entered into for the sale or
        disposition of all or substantially all the Capital Stock or assets of
        such Restricted Subsidiary pending the closing of such sale or
        disposition;



<PAGE>   51


                                                                              44



               (vii) any such encumbrance or restriction contained in the PSINet
        Agreement; and

               (viii) any encumbrance or restriction with respect to a
        Restricted Subsidiary contained in the terms of any Indebtedness or any
        agreement pursuant to which such Indebtedness was Incurred if the Board
        of Directors determines in good faith that any such encumbrance or
        restriction will not materially affect the Company's ability to pay
        principal or interest on the Securities when due and such encumbrance or
        restriction by its terms expressly permits such Restricted Subsidiary
        (A) in the absence of a payment default in respect of such Indebtedness
        or other agreement, to make cash payments to the Company (in any form)
        sufficient to pay when due all amounts of principal and interest on the
        Securities and (B) following the occurrence and during the continuance
        of a payment default in respect of such Indebtedness or other agreement,
        to resume making cash payments to the Company (in any form) sufficient
        to pay when due all amounts of principal and interest on the Securities
        no later than the earlier of the cure of such payment default and the
        lapse of 179 consecutive days following the date when such encumbrance
        or restriction became operative to prohibit or limit such Restricted
        Subsidiary from making such payments to the Company; provided, however,
        that no Restricted Subsidiary shall be affected by the operation of any
        such encumbrances or restrictions following the occurrence of a payment
        default on more than one occasion in any consecutive 360-day period.

               SECTION 4.06. Limitation on Sales of Assets and Subsidiary Stock.
(a) The Company shall not, and shall not permit any Restricted Subsidiary to,
directly or indirectly, consummate any Asset Disposition unless (i) the Company
(or such Restricted Subsidiary, as the case may be) receives consideration at
the time of such Asset Disposition at least equal to the fair market value
(evidenced by resolution of the Board of Directors as set forth in an Officers'
Certificate delivered to the Trustee), (ii) after giving effect to such Asset
Disposition, the non-cash consideration received in connection with all Asset
Dispositions for the period beginning on the Issue Date through and including
the date of such proposed Asset Disposition, less cash received in connection
with the sale, disposition, transfer or other conversion of non-cash
consideration received in connection with Asset Dispositions during such period,
does not exceed 5% of the Company's Consolidated Tangible Assets after



<PAGE>   52


                                                                              45


giving effect to such Asset Disposition and (iii) an amount equal to 100% of the
Net Available Cash from such Asset Disposition is applied by the Company (or
such Restricted Subsidiary, as the case may be)

               (A) first, to the extent the Company elects (or is required by
        the terms of any Indebtedness), to prepay, repay, redeem or purchase
        Senior Indebtedness or Indebtedness (other than any Disqualified Stock)
        of a Restricted Subsidiary (in each case other than Indebtedness owed to
        the Company or an Affiliate of the Company, unless permitted pursuant to
        the last sentence of paragraph (b) of Section 4.07)) within one year
        from the later of the date of such Asset Disposition or the receipt of
        such Net Available Cash;

               (B) second, to the extent of the balance of such Net Available
        Cash after application in accordance with clause (A), to the extent the
        Company elects, to acquire Additional Assets within one year from the
        later of the date of such Asset Disposition or the receipt of such Net
        Available Cash; and

               (C) third, to the extent of the balance of such Net Available
        Cash after application in accordance with clauses (A) and (B), to make
        an offer (an "Offer") to the holders of the Securities (and to holders
        of other Senior Subordinated Indebtedness designated by the Company) to
        purchase Securities (and such other Senior Subordinated Indebtedness)
        pursuant to and subject to the conditions contained in the Indenture;

provided, however, that in connection with any prepayment, repayment or purchase
of Indebtedness pursuant to clause (A) or (C) above, the Company or such
Restricted Subsidiary shall permanently retire such Indebtedness and shall cause
the related loan commitment (if any) to be permanently reduced in an amount
equal to the principal amount so prepaid, repaid or purchased. Notwithstanding
the foregoing provisions of this paragraph, the Company and the Restricted
Subsidiaries shall not be required to apply any Net Available Cash in accordance
with this paragraph except to the extent that the aggregate Net Available Cash
from all Asset Dispositions which are not applied in accordance with this
paragraph exceeds $10.0 million. Pending application of Net Available Cash
pursuant to this covenant, such Net Available Cash shall be invested in
Permitted Investments.

               For the purposes of this covenant, the following
are deemed to be cash or cash equivalents: (x) the



<PAGE>   53


                                                                              46


assumption of Indebtedness of the Company or any Restricted Subsidiary and the
release of the Company or such Restricted Subsidiary from all liability on such
Indebtedness in connection with such Asset Disposition (which assumption shall
also constitute a repayment of Indebtedness pursuant to the preceding paragraph)
and (y) securities received by the Company or any Restricted Subsidiary from the
transferee that are promptly converted by the Company or such Restricted
Subsidiary into cash.

               (b) In the event of an Asset Disposition that results in the
purchase of the Securities (and other Senior Subordinated Indebtedness) pursuant
to clause (a)(ii)(C) above, the Company will be required to purchase Securities
tendered pursuant to an offer by the Company for the Securities (and other
Senior Subordinated Indebtedness) at a purchase price of 100% of their principal
amount (without premium) plus accrued but unpaid interest (or, in respect of
such other Senior Subordinated Indebtedness, such lesser price, if any, as may
be provided for by the terms of, or agreed to by the holders of, such Senior
Subordinated Indebtedness) in accordance with the procedures (including
prorating in the event of oversubscription) set forth in Section 4.06(c). The
Company shall not be required to make such an offer to purchase Securities (and
other Senior Subordinated Indebtedness) pursuant to this covenant if the Net
Available Cash available therefor is less than $10.0 million (which lesser
amount shall be carried forward for purposes of determining whether such an
offer is required with respect to the Net Available Cash from any subsequent
Asset Disposition).

               (c)(1) Promptly, and in any event within 10 days after the
Company becomes obligated to make an Offer, the Company shall be obligated to
deliver to the Trustee and send, by first-class mail to each Holder, a written
notice stating that the Holder may elect to have his Securities purchased by the
Company either in whole or in part (subject to prorating a hereinafter described
in he event the Offer is oversubscribed) in integral multiples of $1,000 of
principal amount, at the applicable purchase price. The notice shall specify a
purchase date of less than 30 days nor more than 60 days after the date of such
notice (the "Special Purchase Date") and shall contain such information
concerning the business of the Company which the Company in good faith believes
will enable such Holders to make an informed decision (which at a minimum will
include (i) the most recently filed Annual Report on Form 10-K (including
audited consolidated financial statements) of the Company, the most recent
subsequently filed Quarterly Report on



<PAGE>   54


                                                                              47


Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to
such Quarterly Report, other than Current Reports describing Asset Dispositions
otherwise described in the offering materials (or corresponding successor
reports), (ii) a description of material developments in the Company's business
subsequent to the date of the latest of such Reports, and (iii) if material,
appropriate pro forma financial information) and all instructions and materials
necessary to tender Securities pursuant to the Offer, together with the
information obtained in clause (3).

               (2) Not later than the date upon which written notice of an Offer
is delivered to the Trustee as provided below, the Company shall deliver to the
Trustee an Officers' Certificate as to (i) the amount of the Offer (the "Offer
Amount"), (ii) the allocation of the Net Available Cash from the Asset
Dispositions pursuant to which such Offer is being made and (iii) the compliance
of such allocation with the provisions of Section 4.06(a). On such date, the
Company shall also irrevocably 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) in Temporary Cash Investments, maturing on the last day prior to the
Special Purchase Date or on the Special Purchase Date if funds are immediately
available by open of business, an amount equal to the Offer Amount to be held
for payment in accordance with the provisions of this Section. Upon the
expiration of the period for which the Offer remains open (the "Offer Period"),
the Company shall deliver to the Trustee for cancelation the Securities or be
accepted by the Company. The Trustee shall, on the Special Purchase Date, mail
or deliver payment to each tendering Holder in the amount of the purchase price.
In the event that the aggregate purchase price of the Securities delivered by
the Company to the Trustee is less than the Offer Amount applicable to the
Securities, the Trustee shall deliver the excess to the Company immediately
after the expiration of the Offer Period for application in accordance with this
Section.

               (3) Holders electing to have a Security purchased shall be
required to surrender the Security, with an appropriate form duly completed, to
the Company at the address specified in the notice at least three Business Days
prior to the Purchase Date. Holders shall be entitled to withdraw their election
if the Trustee or the Company receives not later than one Business Day prior to
the Special Purchase Date, a telex, facsimile transmission or letter setting
forth the name of the Holder, the principal amount of the Security which was
delivered for purchases by



<PAGE>   55


                                                                              48


the Holder and a statement that such Holder is withdrawing his election to have
such Security purchased. If at the expiration of the Offer Period the aggregate
principal amount of Securities (and any other Senior Subordinated Indebtedness
included in the Offer) surrendered by holders thereof exceeds the Offer Amount,
the Company shall select the Securities and the other Senior Subordinated
Indebtedness to be purchased on a pro rata basis (with such adjustments as may
be deemed appropriate by the Company so that only Securities and the other
Senior Subordinated Indebtedness in denominations of $1,000, or integral
multiples thereof, shall be purchased). Holders whose Securities are purchased
only in part shall be issued new Securities equal in principal amount to the
unpurchased portion of the Securities surrendered.

               (4) At the time the Company delivers Securities to the Trustee
which are to be accepted for purchase, the Company shall also deliver an
Officers' Certificate stating that such Securities are to be accepted by the
Company pursuant to and in accordance with the terms of this Section. A Security
shall be deemed to have been accepted for purchase at the time the Trustee,
directly or through an agent, mails or delivers payment therefor to the
surrendering Holder.


               (d) The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Securities pursuant to this
covenant. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this covenant, the Company shall comply
with the applicable securities laws and regulations and shall not be deemed to
have breached its obligations under this covenant by virtue thereof.

               SECTION 4.07. Limitation on Affiliate Transactions. (a) The
Company shall not, and shall not permit any Restricted Subsidiary to, enter into
or permit to exist any transaction (including the purchase, sale, lease or
exchange of any property, employee compensation arrangements or the rendering of
any service) with any Affiliate of the Company (an "Affiliate Transaction")
unless (i) such Affiliate Transaction is on terms that are no less favorable to
the Company or the relevant Restricted Subsidiary than those that would have
been obtained in a comparable transaction by the Company or such Restricted
Subsidiary with an unrelated Person and (ii) the Company



<PAGE>   56


                                                                              49


delivers to the Trustee (x) with respect to any Affiliate Transaction involving
aggregate consideration in excess of $1.0 million, a resolution of the Board of
Directors set forth in an Officers' Certificate certifying that such Affiliate
Transaction complies with clause (i) above and that such Affiliate Transaction
has been approved by a majority of the disinterested members of the Board of
Directors and (y) with respect to any Affiliate Transaction involving aggregate
consideration in excess of $10.0 million, other than transactions with GE
Capital Communication and Excluded PSINet Transactions, an opinion as to the
fairness to the Company or such Restricted Subsidiary of such Affiliate
Transaction from a financial point of view issued by an investment banking firm
of national standing.

               (b) The provisions of the foregoing paragraph (a) shall not
prohibit:

               (i) any Permitted Investment or any Restricted Payment permitted
        to be paid pursuant to Section 4.04;

               (ii) any issuance of securities, or other payments, the awards or
        grants in cash, securities or otherwise pursuant to, or the funding of,
        employment arrangements, stock options and stock ownership plans
        approved by the Board of Directors;

               (iii) the grant of stock options or similar rights to employees
        and directors of the Company pursuant to plans approved by the Board of
        Directors;

               (iv) loans or advances to employees in the ordinary course of
        business in accordance with the past practices of the Company or its
        Restricted Subsidiaries, but in any event not to exceed $500,000 in the
        aggregate outstanding at any one time;

               (v) any employment or consulting arrangement or agreement entered
        into by the Company or any of its Restricted Subsidiaries in the
        ordinary course of business and consistent with the past practice of the
        Company or such Restricted Subsidiary;

               (vi) the payment of reasonable fees to directors of the Company
        and its Restricted Subsidiaries who are not employees of the Company or
        its Restricted Subsidiaries;




<PAGE>   57


                                                                              50


               (vii) any Affiliate Transaction between the Company and a
        Restricted Subsidiary or between Restricted Subsidiaries;

               (viii) transactions in connection with Permitted Businesses
        between the Company and GE Capital Communications;

               (ix) transactions between the Company or any Restricted
        Subsidiary specifically contemplated by the PSINet Agreement;

               (x) the issuance or sale of any Capital Stock (other than
        Disqualified Stock) of the Company; and

               (xi) transactions between the Company or any Restricted
        Subsidiary and any Person that is controlled (as defined in the
        definition of "Affiliate") by the Company; provided, however, that
        Affiliates of the Company (other than a Restricted Subsidiary) do not in
        the aggregate hold Investments in such Person having a fair market value
        in excess of $1.0 million.

Notwithstanding the foregoing, Affiliate Transactions shall not include any
transaction involving the sale, purchase, repurchase, redemption, transfer,
exchange or other acquisition or disposition of Senior Securities, Securities,
Exchange Debentures (if issued), or Preferred Stock by or from, or the payment
of principal of, premium, if any, and interest on, or liquidation preference of
and dividend on, any Senior Securities, Exchange Debentures (if issued),
Securities or Preferred Stock, as the case may be, to any Affiliate of the
Company or any Affiliate of a Restricted Subsidiary of the Company; provided,
however, that such transaction is offered substantially concurrently to all
other holders of Senior Securities, Securities, Exchange Debentures (if issued)
or Preferred Stock, as the case may be, on the same terms and conditions;
provided further, however, that such transaction is approved by a majority of
the disinterested members of the Board of Directors, other than transactions in
connection with the payment of principal of, premium, if any, and interest on,
or liquidation preference of and dividends on, Senior Securities, Securities,
Exchange Debentures (if issued) or Preferred Stock, as the case may be, pursuant
to the provisions of the indenture or certificate of designation governing the
payment of interest and principal, dividends and liquidation preference,
optional redemption, repurchases from the proceeds of an asset disposition and
repurchases upon a change of control.



<PAGE>   58


                                                                              51


               SECTION 4.08. Limitation on the Sale or Issuance of Capital Stock
of Restricted Subsidiaries. The Company shall not sell or otherwise dispose of
any Capital Stock (other than Qualified Preferred Stock) of a Restricted
Subsidiary, and shall not permit any Restricted Subsidiary, directly or
indirectly, to issue or sell or otherwise dispose of any of its Capital Stock
(other than Qualified Preferred Stock) except (i) to the Company or a Wholly
Owned Subsidiary, (ii) if, immediately after giving effect to such issuance,
sale or other disposition, neither the Company nor any of its Subsidiaries own
any Capital Stock of such Restricted Subsidiary or (iii) if, immediately after
giving effect to such issuance, sale or other disposition, such Restricted
Subsidiary would no longer constitute a Restricted Subsidiary and any Investment
in such Person remaining after giving effect thereto would have been permitted
to be made under Section 4.04 if made on the date of such issuance, sale or
other disposition.

               SECTION 4.09. Change of Control. (a) Upon the occurrence of a
Change of Control, each Holder shall have the right to require that the Company
repurchase such Holder's Securities at a purchase price in cash equal to 101% of
the principal amount thereof plus accrued an unpaid interest, if any, to the
date of purchase (subject to the right of holders of record on the relevant
record date to receive interest on the relevant interest payment date), in
accordance with the terms contemplated in Section 4.10(b).

               (b) Within 30 days following any Change of Control, the Company
shall mail a notice to each Holder with a copy to the Trustee (the "Change of
Control Offer") stating:

               (1) that a Change of Control has occurred and that such Holder
        has the right to require the Company to purchase such Holder's
        Securities at a purchase price in cash equal to 101% of the principal
        amount thereof plus accrued and unpaid interest, if any, to the date of
        purchase (subject to the right of Holders of record on the relevant
        record date to receive interest on the relevant interest payment date);

               (2) the circumstances and relevant facts regarding such Change of
        Control (including information with respect to pro forma historical
        income, cash flow and capitalization, each after giving effect to such
        Change of Control);




<PAGE>   59


                                                                              52


               (3) the purchase date (which shall be no earlier than 30 days nor
        later than 60 days from the date such notice is mailed (the "Purchase
        Date")); and

               (4) the instructions determined by the Company, consistent with
        this Section, that a Holder must follow in order to have its Securities
        purchased.

               (c) Holders electing to have a Security purchased will be
required to surrender the Security, with an appropriate form duly completed, to
the Company at the address specified in the notice at least three Business Days
prior to the Purchase Date. Holders will be entitled to withdraw their election
if the Trustee or the Company receives not later than one Business Day prior to
the Purchase Date, a telegram, telex, facsimile transmission or letter setting
forth the name of the Holder, the principal amount of the Security which was
delivered for purchase by the Holder and a statement that such Holder is
withdrawing his election to have such Security purchased.

               (d) On the Purchase Date, all Securities purchased by the Company
under this Section shall be delivered by the Trustee for cancelation, and the
Company shall pay the purchase price plus accrued and unpaid interest, if any,
to the Holders entitled thereto.


               (e) The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Securities pursuant to this
Section. To the extent that the provisions of any securities laws or regulations
conflict with provisions of this Section, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under this Section by virtue thereof.

               SECTION 4.10. Compliance Certificate. The Company shall deliver
to the Trustee within 120 days after the end of each fiscal year of the Company
an Officers' Certificate stating that in the course of the performance by the
signers of their duties as Officers of the Company they would normally have
knowledge of any Default and whether or not the signers know of any Default that
occurred during such period. If they do, the certificate shall describe the
Default, its status and what action the Company is taking or proposes to take
with respect thereto. The Company also shall comply with TIA Section 314(a)(4).



<PAGE>   60


                                                                              53


               SECTION 4.11. Further Instruments and Acts. Upon request of the
Trustee, the Company will execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.


                                    ARTICLE 5

                                Successor Company

               SECTION 5.01. When Company May Merge or Transfer Assets. (a) The
Company shall not consolidate with or merge with or into, or convey, transfer or
lease, in one transaction or a series of transactions, all or substantially all
its assets to, any Person, unless:

               (i) the resulting, surviving or transferee Person (the "Successor
        Company") shall be a Person organized and existing under the laws of the
        United States of America, any State thereof or the District of Columbia
        and the Successor Company (if not the Company) shall expressly assume,
        by an indenture supplemental hereto, executed and delivered to the
        Trustee, in form satisfactory to the Trustee, all the obligations of the
        Company under the Securities and this Indenture;

               (ii) immediately after giving effect to such transaction (and
        treating any Indebtedness which becomes an obligation of the Successor
        Company or any Subsidiary as a result of such transaction as having been
        Incurred by the Successor Company or such Subsidiary at the time of such
        transaction), no Default shall have occurred and be continuing;

               (iii) immediately after giving effect to such transaction, the
        Successor Company would be able to Incur an additional $1.00 of
        Indebtedness pursuant to Section 4.03(a);

               (iv) immediately after giving effect to such transaction, the
        Successor Company shall have Consolidated Net Worth in an amount that is
        not less than the Consolidated Net Worth of the Company immediately
        prior to such transaction; and

               (v) the Company shall have delivered to the Trustee an Officers'
        Certificate and an Opinion of Counsel, each stating that such
        consolidation, merger



<PAGE>   61

                                                                              54


        or transfer and such supplemental indenture (if any) comply with this
        Indenture.

               The Successor Company shall be the successor to the Company and
shall succeed to, and be substituted for, and may exercise every right and power
of, the Company under this Indenture, but the predecessor Company in the case of
a conveyance, transfer or lease shall not be released from the obligation to pay
the principal of and interest on the Securities except in the case of a sale,
assignment, transfer, lease, conveyance or other disposition of all the
Company's assets that meets the requirements discussed in the preceding
paragraph.


                                    ARTICLE 6

                                 Defaults and Remedies

               SECTION 6.01.  Events of Default.  An "Event of
Default" occurs if:

               (1) the Company defaults in any payment of interest on any
        Security when the same becomes due and payable, whether or not such
        payment shall be prohibited by Article 10, and such default continues
        for a period of 30 days;

               (2) the Company (i) defaults in the payment of the principal of
        any Security when the same becomes due and payable at its Stated
        Maturity, upon optional redemption, upon declaration or otherwise,
        whether or not such payment shall be prohibited by Article 10, or (ii)
        fails to redeem or purchase Securities when required pursuant to this
        Indenture or the Securities, whether or not such redemption or purchase
        shall be prohibited by Article 10;

               (3) the Company fails to comply with Section 5.01;

               (4) the Company fails to comply with Sections 4.02, 4.03, 4.04,
        4.05, 4.06, 4.07, 4.08 or 4.09 (other than a failure to purchase
        Securities under Section 4.06 or 4.09) and such failure continues for 30
        days after the notice specified below;

               (5) the Company fails to comply with any of its agreements in the
        Securities or this Indenture (other than those referred to in clause
        (1), (2), (3) or (4)




<PAGE>   62


                                                                              55


        above) and such failure continues for 60 days after the notice specified
        below;

               (6) Indebtedness of the Company or any Significant Subsidiary
        (other than any Permitted PSINet Non-Recourse Debt) is not paid within
        any applicable grace period after final maturity or is accelerated by
        the holders thereof because of a default and the total amount of such
        Indebtedness unpaid or accelerated exceeds $5.0 million (the
        "cross-acceleration provision");

               (7) the Company or any Significant Subsidiary
        pursuant to or within the meaning of any Bankruptcy
        Law:

                      (A) commences a voluntary case;

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

                      (C) consents to the appointment of a Custodian of it or
               for any substantial part of its property; or

                      (D) makes a general assignment for the benefit of its
               creditors;

        or takes any comparable action under any foreign laws relating to
        insolvency;

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

                      (A) is for relief against the Company or any Significant
               Subsidiary in an involuntary case;

                      (B) appoints a Custodian of the Company or any Significant
               Subsidiary or for any substantial part of its property; or

                      (C) orders the winding up or liquidation of the Company or
               any Significant Subsidiary;

        or any similar relief is granted under any foreign laws and the order or
        decree remains unstayed and in effect for 60 days; or

               (9) any judgment or decree for the payment of money in excess of
        $5.0 million or its foreign currency



<PAGE>   63


                                                                              56


        equivalent at the time is entered against the Company or any Significant
        Subsidiary, remains outstanding for a period of 60 days following the
        entry of such judgment or decree and is not discharged, waived or the
        execution thereof stayed within 10 days after the notice specified below
        (the "judgment default provision").

               The foregoing will constitute Events of Default whatever the
reason for any such Event of Default and whether it is voluntary or involuntary
or is 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.

               The term "Bankruptcy Law" means Title 11, United States Code, or
any similar Federal or state law for the relief of debtors. The term "Custodian"
means any receiver, trustee, assignee, liquidator, custodian or similar official
under any Bankruptcy Law.

               A Default under clauses (4), (5), or (9) is not an Event of
Default until the Trustee or the holders of at least 25% in principal amount of
the outstanding Securities notify the Company of the Default and the Company
does not cure such Default within the time specified after receipt of such
notice. Such notice must specify the Default, demand that it be remedied and
state that such notice is a "Notice of Default".

               The Company shall deliver to the Trustee, within 30 days after
the occurrence thereof, written notice in the form of an Officers' Certificate
of any Event of Default under clause (6) and any event which with the giving of
notice or the lapse of time would become an Event of Default under clause (4),
(5) or (9), its status and what action the Company is taking or proposes to take
with respect thereto.

               SECTION 6.02. Acceleration. If an Event of Default occurs and is
continuing, the Trustee by notice to the Company, or the Holders of at least 25%
in principal amount of the outstanding Securities by notice to the Company and
the Trustee, may declare the principal of and accrued but unpaid interest on all
the Securities to be due and payable; provided, however, that so long as any
Credit Agreement shall be in force and effect, if an Event of Default shall have
occurred and be continuing (other than an Event of Default under Section 6.01(7)
or (8)), any such acceleration shall not be effective until the earlier to occur
of (i) five Business Days following delivery of a



<PAGE>   64

                                                                              57


notice of such acceleration to the Representative under such Credit Agreement
and (ii) the acceleration of any Indebtedness under such Credit Agreement. Upon
such a declaration, such principal and interest shall be due and payable
immediately. If an Event of Default specified in Section 6.01(7) or (8) with
respect to the Company occurs and is continuing, the principal of and interest
on all the Securities will ipso facto become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any
Securityholders. The Holders of a majority in principal amount of the Securities
by notice to the Trustee may rescind any an acceleration and its consequences
if the recission would not conflict with any judgment or decree and if all
existing Events of Default have been cured or waived except nonpayment of
principal or interest that has become due solely because of acceleration. No
such recission shall affect any subsequent Default or impair any right
consequent therewith.

               SECTION 6.03. Other Remedies. If an Event of Default occurs and
is continuing, the Trustee may pursue any available remedy to collect the
payment of principal of or interest on the Securities or to enforce the
performance of any provision of the Securities or this Indenture.

               The Trustee may maintain a proceeding even if it does not possess
any of the Securities or does not produce any of them in the proceeding. A delay
or omission by the Trustee or any Securityholder in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.

               SECTION 6.04. Waiver of Past Defaults. The Holders of a majority
in principal amount of the Securities by notice to the Trustee may waive an
existing Default and its consequences except (i) a Default in the payment of the
principal of or interest on a Security (ii) a Default arising from the failure
to redeem or purchase any Security when required pursuant to this Indenture or
(iii) a Default in respect of a provision that under Section 9.02 cannot be
amended without the consent of each Securityholder affected. When a Default is
waived, it is deemed cured, but no such waiver shall extend to any subsequent or
other Default or impair any consequent right.

               SECTION 6.05. Control by Majority. The Holders of a majority in
principal amount of the Securities may direct the time, method and place of
conducting any proceed-



<PAGE>   65

                                                                              58


ing for any remedy available to the Trustee or of exercising any trust or power
conferred on the Trustee. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture or, subject to Section 7.01,
that the Trustee determines is unduly prejudicial to the rights of other
Securityholders or would involve the Trustee in personal liability; provided,
however, that the Trustee may take any other action deemed proper by the Trustee
that is not inconsistent with such direction. Prior to taking any action
hereunder, the Trustee shall be entitled to indemnification satisfactory to it
in its sole discretion against all losses and expenses caused by taking or not
taking such action.

               SECTION 6.06. Limitation on Suits. Except to enforce the right to
receive payment of principal, premium (if any) or interest when due, no
Securityholder may pursue any remedy with respect to this Indenture or the
Securities unless:

               (1) the Holder gives to the Trustee written notice stating that
        an Event of Default is continuing;

               (2) the Holders of at least 25% in principal amount of the
        Securities make a written request to the Trustee to pursue the remedy;

               (3) such Holder or Holders offer to the Trustee reasonable
        security or indemnity against any loss, liability or expense;

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

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

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

               SECTION 6.07. Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of principal of, premium if any and interest on the
Securities held by such Holder, on or after the respective due dates expressed
in the Securities, or to bring suit for the



<PAGE>   66


                                                                              59


enforcement of any such payment on or after such respective dates, is absolute
and unconditional and shall not be impaired or affected without the consent of
such Holder.

               SECTION 6.08. Collection Suit by Trustee. If an Event of Default
specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company for the whole amount then due and owing (together with interest on any
unpaid interest to the extent lawful) and the amounts provided for in Section
7.07.

               SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may
file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and the Securityholders
allowed in any judicial proceedings relative to the Company, its creditors or
its property and, unless prohibited by law or applicable regulations, may vote
on behalf of the Holders in any election of a trustee in bankruptcy or other
Person performing similar functions, and any Custodian in any such judicial
proceeding is hereby authorized by each Holder to make 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 its counsel, and any other amounts due the Trustee under Section
7.07.

               SECTION 6.10.  Priorities.  If the Trustee collects any money or
property pursuant to this Article 6, it shall pay out the money or property in
the following order:

               FIRST: to the Trustee for amounts due under Section 7.07;

               SECOND: to holders of Senior Indebtedness of the Company to the
        extent required by Article 10;

               THIRD: to Securityholders for amounts due and unpaid on the
        Securities for principal and interest, ratably, without preference or
        priority of any kind, according to the amounts due and payable on the
        Securities for principal and interest, respectively; and

               FOURTH:  to the Company.

               The Trustee may fix a record date and payment date for any
payment to Securityholders pursuant to this Section.



<PAGE>   67


                                                                              60


At least 15 days before such record date, the Company shall mail to each
Securityholder and the Trustee a notice that states the record date, the payment
date and amount to be paid.

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

               SECTION 6.12. Waiver of Stay or Extension Laws. The Company (to
the extent it may lawfully do so) shall 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 shall not hinder, delay or impede the
execution of any power herein granted to the Trustee, but shall suffer and
permit the execution of every such power as though no such law had been enacted.


                                    ARTICLE 7

                                     Trustee

               SECTION 7.01. Duties of Trustee. (a) If an Event of Default has
occurred and is continuing, of which a Responsible Officer of the Trustee has
actual knowledge or of which written notice has been given by the Company to the
Trustee, then the Trustee shall exercise the rights and powers vested in it by
this Indenture and use the same degree of care and skill in their exercise as a
prudent Person would exercise or use under the circumstances in the conduct of
such Person's own affairs.




<PAGE>   68


                                                                              60


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

               (1) the Trustee undertakes to perform such duties and only such
        duties as are specifically set forth in this Indenture and no implied
        covenants or obligations shall be read into this Indenture against the
        Trustee; and

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

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

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

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

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

               (d) Every provision of this Indenture that in any way relates to
the Trustee is subject to paragraphs (a), (b) and (c) of this Section.

               (e) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.

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

               (g) No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise



<PAGE>   69


                                                                              62


incur 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 to believe that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it.

               (h) 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 and to the provisions of the TIA.

               SECTION 7.02. Rights of Trustee. (a) The Trustee may rely on any
document believed by it to be genuine and to have been signed or presented by
the proper person. The Trustee need not investigate any fact or matter stated
in the document.

               (b) Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel. The Trustee shall
not be liable for any action it takes or omits to take in good faith in reliance
on the Officers' Certificate or Opinion of Counsel.

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

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

               (e) The Trustee may consult with counsel, and the advice or
opinion of counsel with respect to legal matters relating to this Indenture and
the Securities shall be full and complete authorization and protection from
liability in respect to any action taken, omitted or suffered by it hereunder
in good faith and in accordance with the advice or opinion of such counsel.

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



<PAGE>   70


                                                                              63


               SECTION 7.03. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or its Affiliates with the same rights
it would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar
or co-paying agent may do the same with like rights. However, the Trustee must
comply with Sections 7.10 and 7.11.

               SECTION 7.04. Trustee's Disclaimer. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Securities, it shall not be accountable for the Company's
use of the proceeds from the Securities, and it shall not be responsible for any
statement of the Company in the Indenture or in any document issued in
connection with the sale of the Securities or in the Securities other than the
Trustee's certificate of authentication.

               SECTION 7.05. Notice of Defaults. If a Default occurs and is
continuing and if it is known to the Trustee, the Trustee shall mail to each
Securityholder notice of the Default within 90 days after it occurs. Except in
the case of a Default in payment of principal of or interest on any Security,
the Trustee may withhold the notice if and so long as a committee of its Trust
Officers in good faith determines that withholding notice is not opposed to the
interest of the Securityholders. In addition, the Company is required to deliver
to the Trustee, within 120 days after the end of each fiscal year, a certificate
indicating whether the signers thereof know of any Default that occurred during
the previous year. The Company is also required to deliver to the Trustee,
within 30 days after the occurrence thereof, written notice of any event which
would constitute certain Defaults, their status and what action the Company is
taking or proposes to take in respect thereof.

               SECTION 7.06. Reports by Trustee to Holders. As promptly as
practicable after each May 15, beginning with the May 15 following the date of
this Indenture, and in any event prior to July 15 in each year, the Trustee
shall, if required by TIA Section 313(a), mail to each Securityholder a brief
report dated as of such May 15 that complies with TIA Section 313(a). The
Trustee also shall comply with TIA Section 313(b).

               A copy of each report at the time of its mailing to
Securityholders shall be filed with the SEC and each stock exchange (if any) on
which the Securities are listed. The Company agrees to notify promptly the
Trustee whenever



<PAGE>   71

                                                                              64


the Securities become listed on any stock exchange and of any delisting thereof.

               SECTION 7.07. Compensation and Indemnity. The Company shall pay
to the Trustee from time to time reasonable compensation for its services. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee upon
request for all reasonable out-of-pocket expenses incurred or made by it,
including costs of collection, in addition to the compensation for its services.
Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Trustee's agents, counsel, accountants and
experts. The Company shall indemnify the Trustee against any and all loss,
liability or expense (including attorneys' fees) incurred by it in connection
with the administration of this trust and the performance of its duties
hereunder. The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity. Failure by the Trustee to so notify the Company shall not
relieve the Company of its obligations hereunder. The Company shall defend the
claim and the Trustee may have separate counsel and the Company shall pay the
fees and expenses of such counsel. The Company need not reimburse any expense or
indemnify against any loss, liability or expense incurred by the Trustee through
the Trustee's own wilful misconduct, negligence or bad faith.

               To secure the Company's payment obligations in this Section, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee other than money or property held in trust to pay
principal of and interest on particular Securities.

               The Company's payment obligations pursuant to this Section shall
survive the discharge of this Indenture. When the Trustee incurs expenses after
the occurrence of a Default specified in Section 6.01(7) or (8) with respect to
the Company, the expenses are intended to constitute expenses of administration
under the Bankruptcy Law.

               SECTION 7.08. Replacement of Trustee. The Trustee may resign at
any time by so notifying the Company. The Holders of a majority in principal
amount of the Securities may remove the Trustee by so notifying the Trustee and
may appoint a successor Trustee. The Company shall remove the Trustee if:

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



<PAGE>   72


                                                                              65


               (2) the Trustee is adjudged bankrupt or insolvent;

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

               (4) the Trustee otherwise becomes incapable of acting.

               If the Trustee resigns, is removed by the Company or by the
Holders of a majority in principal amount of the Securities and such Holders do
not reasonably promptly appoint a successor Trustee, or if a vacancy exists in
the office of Trustee for any reason (the Trustee in such event being referred
to herein as the retiring Trustee), the Company shall promptly appoint a
successor Trustee.

               A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Securityholders. The retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee, subject to the lien
provided for in Section 7.07.

               If a successor Trustee does not take office within 30 days after
the retiring Trustee resigns or is removed, the retiring Trustee or the Holders
of 10% in principal amount of the Securities may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

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

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

               SECTION 7.09. Successor Trustee by Merger. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee.



<PAGE>   73

                                                                              66


               In case at the time such successor or successors by merger,
conversion or consolidation to the Trustee shall succeed to the trusts created
by this Indenture any of the Securities shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Securities so
authenticated; and in case at that time any of the Securities shall not have
been authenticated, any successor to the Trustee may authenticate such
Securities either in the name of any predecessor hereunder or in the name of the
successor to the Trustee; and in all such cases such certificates shall have the
full force which it is anywhere in the Securities or in this Indenture provided
that the certificate of the Trustee shall have.

               SECTION 7.10. Eligibility; Disqualification. The Trustee shall at
all times satisfy the requirements of TIA Section 310(a). The Trustee shall have
a combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition. The Trustee shall comply with
TIA Section 310(b); provided, however, that there shall be excluded from the
operation of TIA Section 310(b)(1) any indenture or indentures under which other
securities or certificates of interest or participation in other securities of
the Company are outstanding if the requirements for such exclusion set forth in
TIA Section 310(b)(1) are met.

               SECTION 7.11. Preferential Collection of Claims Against Company.
The Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated.


                                    ARTICLE 8

                       Discharge of Indenture; Defeasance

               SECTION 8.01. Discharge of Liability on Securities; Defeasance.
(a) When (i) the Company delivers to the Trustee all outstanding Securities
(other than Securities) replaced pursuant to Section 2.07) for cancelation or
(ii) all outstanding Securities have become due and payable, whether at maturity
or as a result of the mailing of a notice of redemption pursuant to Article 3
hereof and the Company irrevocably deposits with the Trustee funds sufficient to
pay at maturity or upon redemption all outstanding Securities, including
interest thereon to maturity or upon redemption all outstanding Securities,



<PAGE>   74


                                                                              67


including interest thereon to maturity or such redemption date (other than
Securities replaced pursuant to Section 2.07), and if in either case the Company
pays all other sums payable hereunder by the Company, then this Indenture shall,
subject to Sections 8.01(c), cease to be of further effect. The Trustee shall
acknowledge satisfaction and discharge of this Indenture on demand of the
Company accompanied by an Officers' Certificate and an Opinion of Counsel and at
the cost and expense of the Company.

               (b) Subject to Sections 8.01(c) and 8.02, the Company at any time
may terminate (i) all its obligations under the Securities and this Indenture
("legal defeasance option") or (ii) its obligations under Sections 4.02, 4.03,
4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10 and 4.11 and the operation of Sections
6.01(4), 6.01(6), 6.01(7) and (8), with respect only to Significant
Subsidiaries) and the limitations contained in Sections 5.01(a)(iii) and (iv)
("covenant defeasance option"). The Company may exercise its legal defeasance
option notwithstanding its prior exercise of its covenant defeasance option.

               If the Company exercises its legal defeasance option, payment of
the Securities may not be accelerated because of an Event of Default with
respect thereto. If the Company exercises its covenant defeasance option,
payment of the Securities may not be accelerated because of an Event of Default
specified in Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in
the case of Sections 6.01(7) and (8), with respect only to Significant
Subsidiaries) or because of the failure of the Company to comply with Section
5.01(a)(iii) or (iv).


               Upon satisfaction of the conditions set forth herein and upon
request of the Company, the Trustee shall acknowledge in writing the discharge
of those obligations that the Company terminates.

               (c) Notwithstanding clauses (a) and (b) above, the Company's
obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in
this Article 8 shall survive until the Securities have been paid in full.
Thereafter, the Company's obligations in Sections 7.07, 8.04 and 8.05 shall
survive.



<PAGE>   75


                                                                              68


               SECTION 8.02. Conditions to Defeasance. The Company may exercise
its legal defeasance option or its covenant defeasance option only if:

               (1) the Company irrevocably deposits in trust with the Trustee
        money or U.S. Government Obligations for the payment of principal of and
        interest on the Secu rities to maturity or redemption, as the case may
        be;

               (2) the Company delivers to the Trustee a certificate from a
        nationally recognized firm of independent accountants expressing their
        opinion that the payments of principal and interest when due and
        without reinvestment on the deposited U.S. Government Obligations plus
        any deposited money without investment will provide cash at such times
        and in such amounts as will be sufficient to pay principal and interest
        when due on all the Securities to maturity or redemption, as the case
        may be;

               (3) 123 days pass after the deposit is made and during the
        123-day period no Default specified in Sections 6.01(7) or (8) with
        respect to the Company occurs which is continuing at the end of the
        period;

               (4) the deposit does not constitute a default under any other
        agreement binding on the Company and is not prohibited by Article 10;

               (5) the Company delivers to the Trustee an Opinion of Counsel to
        the effect that the trust resulting from the deposit does not
        constitute, or is qualified as, a regulated investment company under the
        Investment Company Act of 1940;

               (6) in the case of the legal defeasance option, the Company shall
        have delivered to the Trustee an Opinion of Counsel stating that (i) the
        Company has received from, or there has been published by, the Internal
        Revenue Service a ruling, or (ii) since the date of this Indenture there
        has been a change in the applicable Federal income tax law, in either
        case to the effect that, and based thereon such Opinion of Counsel shall
        confirm that, the Securityholders will not recognize income, gain or
        loss for Federal income tax purposes as a result of such 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
        defeasance had not occurred;



<PAGE>   76


                                                                              69


               (7) in the case of the covenant defeasance option, the Company
        shall have delivered to the Trustee an Opinion of Counsel to the effect
        that the Securityholders will not recognize income, gain or loss for
        Federal income tax purposes as a result of such covenant defeasance and
        will be subject to Federal income tax on the same amounts, in the same
        manner and at the same times as would have been the case if such
        covenant defeasance had not occurred; and

               (8) the Company delivers to the Trustee an Officers' Certificate
        and an Opinion of Counsel, each stating that all conditions precedent to
        the defeasance and discharge of the Securities as contemplated by this
        Article 8 have been complied with.

               Before or after a deposit, the Company may make arrangements
satisfactory to the Trustee for the redemption of Securities at a future date in
accordance with Article 3.

               SECTION 8.03. Application of Trust Money. The Trustee shall hold
in trust money or U.S. Government Obligations deposited with it pursuant to
this Article 8. It shall apply the deposited money and the money from U.S.
Government Obligations through the Paying Agent and in accordance with this
Indenture to the payment of principal of and interest on the Securities. Money
and securities so held in trust are not subject to Article 10.

               SECTION 8.04. Repayment to Company. The Trustee and the Paying
Agent shall promptly turn over to the Company upon request any excess money or
securities held by them at any time.

               Subject to any applicable abandoned property law, the Trustee and
the Paying Agent shall pay to the Company upon request any money held by them
for the payment of principal or interest that remains unclaimed for two years,
and, thereafter, Securityholders entitled to the money must look to the Company
for payment as general creditors.

               SECTION 8.05. Indemnity for Government Obligations. The Company
shall pay and shall indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against deposited U.S. Government Obligations or the
principal and interest received on such U.S. Government Obligations.

               SECTION 8.06. Reinstatement. If the Trustee or Paying Agent is
unable to apply any money or U.S. Government



<PAGE>   77


                                                                              70


Obligations in accordance with this Article 8 by reason of any legal proceeding
or by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
obligations under this Indenture and the Securities shall be revived and
reinstated as though no deposit had occurred pursuant to this Article 8 until
such time as the Trustee or Paying Agent is permitted to apply all such money or
U.S. Government Obligations in accordance with this Article 8; provided,
however, that, if the Company has made any payment of interest on or principal
of any Securities because of 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 or U.S. Government Obligations held by the Trustee
or Paying Agent.


                                    ARTICLE 9

                                   Amendments

               SECTION 9.01. Without Consent of Holders. The Company and the
Trustee may amend this Indenture or the Securities without notice to or consent
of any Securityholder:

               (1) to cure any ambiguity, omission, defect or inconsistency;

               (2) to comply with Article 5;

               (3) to provide for uncertificated Securities in addition to or in
        place of certificated Securities; provided, however, that the
        uncertificated Securities are issued in registered form for purposes of
        Section 163(f) of the Code or in a manner such that the uncertificated
        Securities are described in Section 163(f)(2)(B) of the Code;

               (4) to add guarantees with respect to the Securities or to
        secure the Securities;

               (5) 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;

               (6) to comply with any requirements of the SEC in connection with
        qualifying, or maintaining the qualification of, this Indenture under
        the TIA; or



<PAGE>   78


                                                                              71


               (7) to make any change that does not adversely affect the rights
        of any Securityholder.

               An amendment under this Section may not make any change that
adversely affects the rights under Article 10 of any holder of Senior
Indebtedness then outstanding unless the holders of such Senior Indebtedness (or
any group or representative thereof authorized to give a consent) consent to
such change.

               After an amendment under this Section becomes effective, the
Company shall mail to Securityholders a notice briefly describing such
amendment. The failure to give such notice to all Securityholders, or any defect
therein, shall not impair or affect the validity of an amendment under this
Section.

               SECTION 9.02. With Consent of Holders. The Company and the
Trustee may amend this Indenture or the Securities without notice to any
Securityholder but with the written consent of the Holders of at least a
majority in principal amount of the Securities then outstanding (including
consents obtained in connection with a tender offer or exchange for the
Securities). However, without the consent of each Securityholder affected
thereby, an amendment may not:

               (1) reduce the amount of Securities whose Holders must consent to
        an amendment;

               (2) reduce the rate of or extend the time for payment of interest
        on any Security;

               (3) reduce the principal of or extend the Stated Maturity of any
        Security;

               (4) reduce the amount payable upon the redemption of any Security
        or change the time at which any Security may be redeemed in accordance
        with Article III;

               (5) make any Security payable in money other than that stated in
        the Security;

               (6) make any change in Article 10 that adversely affects the
        rights of any Securityholder under Article 10; or

               (7) make any change in Section 6.04 or 6.07 or the second
        sentence of this Section.



<PAGE>   79


                                                                              72


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

               An amendment under this Section may not make any change that
adversely affects the rights under Article 10 of any holder of Senior
Indebtedness then outstanding unless the holders of such Senior Indebtedness (or
any group or representative thereof authorized to give a consent) consent to
such change.

               After an amendment under this Section becomes effective, the
Company shall mail to Securityholders a notice briefly describing such
amendment. The failure to give such notice to all Securityholders, or any defect
therein, shall not impair or affect the validity of an amendment under this
Section.

               SECTION 9.03. Compliance with Trust Indenture Act. Every
amendment to this Indenture or the Securities shall comply with the TIA as then
in effect.

               SECTION 9.04. Revocation and Effect of Consents and Waivers. A
consent to an amendment or a waiver by a Holder of a Security shall bind the
Holder and every subsequent Holder of that Security or portion of the Security
that evidences the same debt as the consenting Holder's Security, even if
notation of the consent or waiver is not made on the Security. However, any such
Holder or subsequent Holder may revoke the consent or waiver as to such
Holder's Security or portion of the Security if the Trustee receives the notice
of revocation before the date the amendment or waiver becomes effective. After
an amendment or waiver becomes effective, it shall bind every Securityholder.
An amendment or waiver becomes effective upon the execution of such amendment or
waiver by the Trustee.

               The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Securityholders entitled to give their
consent or take any other action described above or required or permitted to be
taken pursuant to this Indenture. If a record date is fixed, then
notwithstanding the immediately preceding paragraph, those Persons who were
Securityholders at such record date (or their duly designated proxies), and only
those Persons, shall be entitled to give such consent or to revoke any consent
previously given or to take any such action, whether or not such Persons
continue to be Holders



<PAGE>   80


                                                                              73


after such record date. No such consent shall be valid or effective for more
than 120 days after such record date.

               SECTION 9.05. Notation on or Exchange of Securities. If an
amendment changes the terms of a Security, the Trustee may require the Holder of
the Security to deliver it to the Trustee. The Trustee may place an appropriate
notation on the Security regarding the changed terms and return it to the
Holder. Alternatively, if the Company or the Trustee so determines, the Company
in exchange for the Security shall issue and the Trustee shall authenticate a
new Security that reflects the changed terms. Failure to make the appropriate
notation or to issue a new Security shall not affect the validity of such
amendment.

               SECTION 9.06. Trustee To Sign Amendments. The Trustee shall sign
any amendment authorized pursuant to this Article 9 if the amendment does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may but need not sign it. In signing such amendment the
Trustee shall be entitled to receive indemnity reasonably satisfactory to it and
to receive, and (subject to Section 7.01) shall be fully protected in relying
upon, an Officers' Certificate and an Opinion of Counsel stating that such
amendment is authorized or permitted by this Indenture.

               SECTION 9.07. Payment for Consent. Neither the Company nor any
Affiliate of the Company shall, directly or indirectly, pay or cause to be paid
any consideration, whether by way of interest, fee or otherwise, to any Holder
for or as an inducement to any consent, waiver or amendment of any of the terms
or provisions of this Indenture or the Securities unless such consideration is
offered to be paid to all Holders that so consent, waive or agree to amend in
the time frame set forth in solicitation documents relating to such consent,
waiver or agreement.


                                   ARTICLE 10

                                  Subordination

               SECTION 10.01. Agreement To Subordinate. The Company agrees, and
each Securityholder by accepting a Security agrees, that the Indebtedness
evidenced by the Securities is subordinated in right of payment, to the extent
and in the manner provided in this Article 10, to the prior payment of all
Senior Indebtedness of the Company and that the subordination is for the benefit
of and enforceable



<PAGE>   81


                                                                              74


by the holders of such Senior Indebtedness. The Securities shall in all respects
rank pari passu with all other Senior Subordinated Indebtedness of the Company
and only Indebtedness of the Company which is Senior Indebtedness shall rank
senior to the Securities in accordance with the provisions set forth herein. All
provisions of this Article X shall be subject to Section 10.12.

               SECTION 10.02. Liquidation, Dissolution, Bankruptcy. Upon any
payment or distribution of the assets of the Company to creditors upon a total
or partial liquidation or a total or partial dissolution of the Company or in a
bankruptcy, reorganization, insolvency, receivership or similar proceeding
relating to the Company or its property:

               (1) holders of Senior Indebtedness of the Company shall be
        entitled to receive payment in full in cash or cash equivalents of such
        Senior Indebtedness before Securityholders shall be entitled to receive
        any payment of principal of or interest on the Securities; and

               (2) until such Senior Indebtedness is paid in full, any payment
        or distribution to which Securityholders would be entitled but for this
        Article 10 shall be made to holders of such Senior Indebtedness as their
        interests may appear except that Securityholders may receive shares of
        stock and any debt securities that are subordinated to such Senior
        Indebtedness to at least the same extent as the Securities.

               SECTION 10.03. Default on Senior Indebtedness. The Company may
not pay the principal of premium (if any) interest or other obligations on the
Securities or make any deposit pursuant to Section 8.01 and may not repurchase,
redeem or otherwise retire any Securities (collectively, "pay the Securities")
if (i) any Designated Senior Indebtedness is not paid when due or (ii) any other
default on Designated Senior Indebtedness occurs and the maturity of such
Designated Senior Indebtedness is accelerated in accordance with its terms
unless, in either case, (x) the default has been cured or (y) waived and any
such acceleration has been rescinded or such Designated Senior Indebtedness has
been paid in full in cash or cash equivalents; provided, however, that the
Company may pay the Securities without regard to the foregoing if the Company
and the Trustee receive written notice approving such payment from the
Representative of such Designated Senior Indebtedness with respect to which
either of the events set



<PAGE>   82


                                                                              75


forth in clause (i) or (ii) of the immediately preceding sentence has occurred
and is continuing. During the continuance of any default (other than a default
described in clause (i) or (ii) of the second preceding sentence) with respect
to any Designated Senior Indebtedness pursuant to which the maturity thereof may
be accelerated immediately without further notice (except such notice as may be
required to effect such acceleration) or the expiration of any applicable grace
periods, the Company may not pay the Securities for a period (a "Payment
Blockage Period") commencing upon the receipt by the Trustee (with a copy to the
Company) of written notice (a "Blockage Notice") of such default from the
Representative of the holders of such Designated Senior Indebtedness specifying
an election to effect a Payment Blockage Period and ending 179 days thereafter
(or earlier if such Payment Blockage Period is terminated (i) by written notice
to the Trustee and the Company from the Person or Persons who gave such Blockage
Notice, (ii) because the default giving rise to such Blockage Notice is no
longer continuing or (iii) because such Designated Senior Indebtedness has been
repaid in full in cash or cash equivalents). Notwithstanding the provisions
described in the immediately preceding sentence (but subject to the provisions
contained in the first sentence of this Section), unless the holders of such
Designated Senior Indebtedness or the Representative of such holders shall have
accelerated the maturity of such Designated Senior Indebtedness, the Company may
resume payments on the Securities after termination of such Payment Blockage
Period. Not more than one Blockage Notice may be given in any consecutive 360
day period, irrespective of the number of defaults with respect to Designated
Senior Indebtedness during such period. For purposes of this Section, no default
or event of default which existed or was continuing on the date of the
commencement of any Payment Blockage Period with respect to the Designated
Senior Indebtedness initiating such Payment Blockage Period shall be, or be
made, the basis of the commencement of a subsequent Payment Blockage period by
the Representative of such Designated Senior Indebtedness, whether or not within
a period of 360 consecutive days, unless such default or event of default shall
have been cured or waived for a period of not less than 90 consecutive days.

               SECTION 10.04. Acceleration of Payment of Securities. If payment
of the Securities is accelerated because of an Event of Default, the Company or
the Trustee shall promptly notify the holders of the Designated Senior
Indebtedness (or their Representatives) of the acceleration. So long as any
Designated Senior Indebtedness is



<PAGE>   83


                                                                              76


outstanding, any acceleration of the Securities shall not be effective until the
earlier to occur of (i) five Business Days following delivery of a notice of
such acceleration to the Representative or the holders of such Designated Senior
Indebtedness and (ii) the acceleration of such Designated Senior Indebtedness.
If any Designated Senior Indebtedness is outstanding, the Company may not pay
the Securities until five Business Days after the Representatives of all the
issues of Designated Senior Indebtedness receive notice of such acceleration
and, thereafter, may pay the Securities only if the Indenture otherwise permits
payment at that time.

               SECTION 10.05. When Distribution Must Be Paid Over. If a
distribution is made to Securityholders that because of this Article 10 should
not have been made to them, the Securityholders who receive the distribution
shall hold it in trust for holders of Senior Indebtedness of the Company and pay
it over to them as their interests may appear.

               SECTION 10.06. Subrogation. After all Senior Indebtedness of the
Company is paid in full and until the Securities are paid in full,
Securityholders shall be subrogated to the rights of holders of such Senior
Indebtedness to receive distributions applicable to such Senior Indebtedness. A
distribution made under this Article 10 to holders of such Senior Indebtedness
which otherwise would have been made to Securityholders is not, as between the
Company and Securityholders, a payment by the Company on such Senior
Indebtedness.

               SECTION 10.07. Relative Rights. This Article 10 defines the
relative rights of Securityholders and holders of Senior Indebtedness of the
Company. Nothing in this Indenture shall:

               (1) impair, as between the Company and Securityholders, the
        obligation of the Company, which is absolute and unconditional, to pay
        principal of and interest on the Securities in accordance with their
        terms; or

               (2) prevent the Trustee or any Securityholder from exercising its
        available remedies upon a Default, subject to the rights of holders of
        Senior Indebtedness of the Company to receive distributions otherwise
        payable to Securityholders.




<PAGE>   84


                                                                              77


               SECTION 10.08. Subordination May Not Be Impaired by Company. No
right of any holder of Senior Indebtedness of the Company to enforce the
subordination of the Indebtedness evidenced by the Securities shall be impaired
by any act or failure to act by the Company or by its failure to comply with
this Indenture.

               SECTION 10.09. Rights of Trustee and Paying Agent.
Notwithstanding Section 10.03, the Trustee or Paying Agent may continue to make
payments on the Securities and shall not be charged with knowledge of the
existence of facts that would prohibit the making of any such payments unless,
not less than two Business Days prior to the date of such payment, a Trust
Officer of the Trustee receives notice satisfactory to it that payments may not
be made under this Article 10. The Company, the Registrar or co-registrar, the
Paying Agent, a Representative or a holder of Senior Indebtedness may give the
notice; provided, however, that, if an issue of Senior Indebtedness of the
Company has a Representative, only the Representative may give the notice.

               The Trustee in its individual or any other capacity may hold
Senior Indebtedness of the Company with the same rights it would have if it were
not Trustee. The Registrar and co-registrar and the Paying Agent may do the same
with like rights. The Trustee shall be entitled to all the rights set forth in
this Article 10 with respect to any Senior Indebtedness of the Company which may
at any time be held by it, to the same extent as any other holder of such Senior
Indebtedness; and nothing in Article 7 shall deprive the Trustee of any of its
rights as such holder. Nothing in this Article 10 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 7.07.

               SECTION 10.10. Distribution or Notice to Representative.
Whenever a distribution is to be made or a notice given to holders of Senior
Indebtedness of the Company, the distribution may be made and the notice given
to their Representative (if any).

               SECTION 10.11. Article X Not To Prevent Events of Default or
Limit Right To Accelerate. The failure to make a payment pursuant to the
Securities by reason of any provision in this Article 10 shall not be construed
as preventing the occurrence of a Default. Nothing in this Article 10 shall
have any effect on the right of the Securityholders or the Trustee to
accelerate the maturity of the Securities.



<PAGE>   85


                                                                              78


               SECTION 10.12. Trust Moneys Not Subordinated. Notwithstanding
anything contained herein to the contrary, payments from money or the proceeds
of U.S. Government Obligations held in trust under Article 8 by the Trustee for
the payment of principal of and interest on the Securities shall not be
subordinated to the prior payment of any Senior Indebtedness or subject to the
restrictions set forth in this Article 10, and none of the Securityholders shall
be obligated to pay over any such amount to the Company or any holder of Senior
Indebtedness of the Company or any other creditor of the Company.

               SECTION 10.13. Trustee Entitled To Rely. Upon any payment or
distribution pursuant to this Article 10, the Trustee and the Securityholders
shall be entitled to rely (i) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section
10.02 are pending, (ii) upon a certificate of the liquidating trustee or agent
or other Person making such payment or distribution to the Trustee or to the
Securityholders or (iii) upon the Representatives for the holders of Senior
Indebtedness of the Company for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of such Senior
Indebtedness and other Indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article 10. In the event that the Trustee
determines, in good faith, that evidence is required with respect to the right
of any Person as a holder of Senior Indebtedness of the Company to participate
in any payment or distribution pursuant to this Article 10, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of such Senior Indebtedness held by such Person, the
extent to which such Person is entitled to participate in such payment or
distribution and other facts pertinent to the rights of such Person under this
Article 10, and, if such evidence is not furnished, the Trustee may defer any
payment to such Person pending judicial determination as to the right of such
Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall
be applicable to all actions or omissions of actions by the Trustee pursuant to
this Article 10.

               SECTION 10.14. Trustee To Effectuate Subordination. Each
Securityholder by accepting a Security authorizes and directs the Trustee on
his behalf to take such action as may be necessary or appropriate to acknowledge
or effectuate the subordination between the Securityholders and



<PAGE>   86


                                                                              79


the holders of Senior Indebtedness of the Company as provided in this Article 10
and appoints the Trustee as attorney-in-fact for any and all such purposes.

               SECTION 10.15. Trustee Not Fiduciary for Holders of Senior
Indebtedness. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and shall not be liable to any such holders if it
shall mistakenly pay over or distribute to Securityholders or the Company or any
other Person, money or assets to which any holders of Senior Indebtedness of the
Company shall be entitled by virtue of this Article 10 or otherwise.

               SECTION 10.16. Reliance by Holders of Senior Indebtedness on
Subordination Provisions. Each Securityholder by accepting a Security
acknowledges and agrees that the foregoing subordination provisions are, and are
intended to be, an inducement and a consideration to each holder of any Senior
Indebtedness of the Company, whether such Senior Indebtedness was created or
acquired before or after the issuance of the Securities, to acquire and continue
to hold, or to continue to hold, such Senior Indebtedness and such holder of
such Senior Indebtedness shall be deemed conclusively to have relied on such
subordination provisions in acquiring and continuing to hold, or in continuing
to hold, such Senior Indebtedness.




                                   ARTICLE 11

                                  Miscellaneous


               SECTION 11.01. Trust Indenture Act Controls. If any provision of
this Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control.




<PAGE>   87

                                                                              80


               SECTION 11.02. Notices. Any notice or communication shall be in
writing and delivered in person or mailed by first-class mail addressed as
follows:

               if to the Company:

                      IXC Communications, Inc.
                      1122 Capital of Texas Highway South
                      Austin, TX 78746

                      Attention of Mr. Benjamin L. Scott


               if to the Trustee:

                      IBJ Schroder Bank & Trust Company
                      One State Street Plaza
                      NY, New York 10004

                      Attention:  Corporate Trust Administration

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

               Any notice or communication mailed to a Securityholder shall be
mailed to the Securityholder at the Securityholder's address as it appears on
the registration books of the Registrar and shall be sufficiently given if so
mailed within the time prescribed.

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

               SECTION 11.03. Communication by Holders with Other Holders.
Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and anyone else shall have
the protection of TIA Section 312(c).

               SECTION 11.04. Certificate and Opinion as to Conditions
Precedent. Upon any request or application by the Company to the Trustee to take
or refrain from taking



<PAGE>   88


                                                                              81


any action under this Indenture, the Company shall furnish to the Trustee:

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

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

               SECTION 11.05. Statements Required in Certificate or Opinion.
Each certificate or opinion with respect to compliance with a covenant or
condition provided for in this Indenture shall include:

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

               (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 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 or not, in the opinion of such
        individual, such covenant or condition has been complied with.

               SECTION 11.06. When Securities Disregarded. In determining
whether the Holders of the required principal amount of Securities have
concurred in any direction, waiver or consent, Securities owned by the Company
or by any Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company shall be disregarded and
deemed not to be outstanding, except that, for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, waiver
or consent, only Securities which the Trustee knows are so owned shall be so
disregarded. Also, subject to the fore-



<PAGE>   89

                                                                              82


going, only Securities outstanding at the time shall be considered in any such
determination.

               SECTION 11.07. Rules by Trustee, Paying Agent and Registrar. The
Trustee may make reasonable rules for action by or a meeting of Securityholders.
The Registrar and the Paying Agent may make reasonable rules for their
functions.

               SECTION 11.08. Legal Holidays. A "Legal Holiday" is a Saturday, a
Sunday or a day on which banking institutions are not required to be open in
the State of New York. If a payment date is a Legal Holiday, payment shall be
made on the next succeeding day that is not a Legal Holiday, and no interest
shall accrue for the intervening period. If a regular record date is a Legal
Holiday, the record date shall not be affected.

               SECTION 11.09. Governing Law. This Indenture and the Securities
shall be governed by, and construed in accordance with, the laws of the State of
New York but without giving effect to applicable principles of conflicts of law
to the extent that the application of the laws of another jurisdiction would be
required thereby.

               SECTION 11.10. No Recourse Against Others. A director, officer,
employee or stockholder, as such, of the Company shall not have any liability
for any obligations of the Company under the Securities or this Indenture or for
any claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Securityholder shall waive and release
all such liability. The waiver and release shall be part of the consideration
for the issue of the Securities.

               SECTION 11.11. Successors. All agreements of the Company in this
Indenture and the Securities shall bind its successors. All agreements of the
Trustee in this Indenture shall bind its successors.

               SECTION 11.12. Multiple Originals. The parties may sign any
number of copies of this Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement. One signed copy is enough to
prove this Indenture.

               SECTION 11.13. Table of Contents; Headings. The table of
contents, cross-reference sheet and headings of the Articles and Sections of
this Indenture have been inserted



<PAGE>   90


                                                                              83


for convenience of reference only, are not intended to be considered a part
hereof and shall not modify or restrict any of the terms or provisions hereof.


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


                                          IXC COMMUNICATIONS, INC.

                                           by
                                                 /s/ Stuart K. Coppens
                                                 -------------------------------
                                                 Name: Stuart K. Coppens
                                                 Title: Vice President of
                                                 Finance and Chief
                                                 Accounting Officer


                                          IBJ SCHRODER BANK & TRUST
                                          COMPANY,

                                           by
                                                 /s/ Terence Rawlins
                                                 -------------------------------
                                                 Name: Terence Rawlins
                                                 Title: Assistant Vice President



<PAGE>   91


                                                 RULE 144A/REGULATION S APPENDIX



                   PROVISIONS RELATING TO INITIAL SECURITIES,
                           PRIVATE EXCHANGE SECURITIES
                             AND EXCHANGE SECURITIES

        1. Definitions

        1.1  Definitions

        For the purposes of this Appendix the following terms shall have the
meanings indicated below:

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

               "Exchange Securities" means the 9% Senior Subordinated Notes Due
2008 to be issued pursuant to this Indenture in connection with a Registered
Exchange Offer pursuant to the Registration Rights Agreement.

               "Initial Purchasers" means Credit Suisse First Boston
Corporation, Merrill Lynch Pierce, Fenner & Smith Incorporated, Morgan Stanley &
Co, Incorporated and NationsBanc Montgomery Securities LLC.

               "Initial Securities" means the 9% Senior Subordinated Notes Due
2008, issued under this Indenture on or about the date hereof.

               "Private Exchange" means the offer by the Company, pursuant to
the Registration Rights Agreement, to each Initial Purchaser to issue and
deliver to each Initial Purchaser, in exchange for the Initial Securities held
by the Initial Purchaser as part of its initial distribution, a like aggregate
principal amount of Private Exchange Securities.

               "Purchase Agreement" means the Purchase Agreement dated, April
16, 1998 between the Company and the Initial Purchasers.

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

               "Registered Exchange Offer" means the offer by the Company,
pursuant to the Registration Rights Agreement, to certain Holders of Initial
Securities, to issue and deliver to such Holders, in exchange for the Initial
Securities, a like aggregate principal amount of Exchange Securities registered
under the Securities Act.




<PAGE>   92


                                                                               2


               "Registration Rights Agreement" means the Registration Rights
Agreement dated April 16, 1998 among the Company and the Initial Purchasers.

               "Securities" means the Initial Securities, the Exchange
Securities and the Private Exchange Securities, treated as a single class.

               "Securities Act" means the Securities Act of 1933.

               "Securities Custodian" means the custodian with respect to a
Global Security (as appointed by the Depository), or any successor person
thereto and shall initially be the Trustee.

               "Shelf Registration Statement" means the registration statement
issued by the Company, in connection with the offer and sale of Initial
Securities or Private Exchange Securities, pursuant to the Registration Rights
Agreement.

               "Transfer Restricted Securities" means Definitive Securities and
Securities that bear or are required to bear the legend set forth in Section
2.3(d)hereto.

        1.2  Other Definitions

<TABLE>
<CAPTION>
                                                                    Defined in
               Term                                                  Section:
<S>                                                                 <C>    
"Agent Members".....................................................  2.1(b)
"Global Security"...................................................  2.1(a)
"Regulation S"......................................................  2.1(a)
"Rule 144A".........................................................  2.1(a)
</TABLE>

        2.     The Securities.

        2.1  Form and Dating.

               The Initial Securities are being offered and sold by the Company
pursuant to the Purchase Agreement.

               (a) Global Securities. Initial Securities offered and sold to a
QIB in reliance on Rule 144A under the Securities Act ("Rule 144A") or in
reliance on Regulation S under the Securities Act ("Regulation S"), in each case
as provided in the Purchase Agreement, shall be issued initially in the form of
one or more permanent global Securities in definitive, fully registered form
without interest coupons with the global securities legend and restricted
securities



<PAGE>   93


                                                                               3


legend set forth in Exhibit 1 hereto (each, a "Global Security"), which shall be
deposited on behalf of the purchasers of the Initial Securities represented
thereby with the Trustee, at its New York office, as custodian for the
Depository (or with such other custodian as the Depository may direct), and
registered in the name of the Depository or a nominee of the Depository, duly
executed by the Company and authenticated by the Trustee as hereinafter
provided. The aggregate principal amount of the Global Securities may from time
to time be increased or decreased by adjustments made on the records of the
Trustee and the Depository or its nominee as hereinafter provided.

               (b) Book-Entry Provisions. This Section 2.1(b) shall apply only
to a Global Security deposited with or on behalf of the Depository.

               The Company shall execute and the Trustee shall, in accordance
with this Section 2.1(b), authenticate and deliver initially one or more Global
Securities that (a) shall be registered in the name of the Depository for such
Global Security or Global Securities or the nominee of such Depository and (b)
shall be delivered by the Trustee to such Depository or pursuant to such
Depository's instructions or held by the Trustee as custodian for the
Depository.

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

               (c) Certificated Securities. Except as provided in this Section
2.1 or Section 2.3 or 2.4, owners of beneficial interests in Global Securities
will not be entitled to receive physical delivery of certificated Securities.

        2.2 Authentication. The Trustee shall authenticate and deliver: (1)
Initial Securities for original issue in an



<PAGE>   94


                                                                               4


aggregate principal amount of $450.0 million and (2) Exchange Securities or
Private Exchange Securities for issue only in a Registered Exchange Offer or a
Private Exchange, respectively, pursuant to the Registration Rights Agreement,
for a like principal amount of Initial Securities, in each case upon a written
order of the Company signed by two Officers of the Company. Such order shall
specify the amount of the Securities to be authenticated and the date on which
the original issue of Securities is to be authenticated and whether the
Securities are to be Initial Securities, Exchange Securities or Private Exchange
Securities. The aggregate principal amount of Securities outstanding at any time
may not exceed $450.0 Million except as provided in Section 2.07 of this
Indenture.

        2.3 Transfer and Exchange. (a) Transfer and Exchange of Global
Securities. (i) The transfer and exchange of Global Securities or beneficial
interests therein shall be effected through the Depository, in accordance with
this Indenture (including applicable restrictions on transfer set forth herein,
if any) and the procedures of the Depository therefor. A transferor of a
beneficial interest in a Global Security shall deliver to the Registrar a
written order given in accordance with the Depositary's procedures containing
information regarding the participant account of the Depositary to credited with
a beneficial interest in the Global Security. The Registrar shall, in accordance
with such instructions instruct the Depositary to credit to the account of the
Person specified in such instructions a beneficial interest in the Global
Security and to debit the account of the Person making the transfer the
beneficial interest in the Global Security being transferred.

               (ii) Notwithstanding any other provisions of this Appendix (other
        than the provisions set forth in Section 2.4), a Global Security may not
        be transferred as a whole except by the Depository to a nominee of the
        Depository or by a nominee of the Depository to the Depository or
        another nominee of the Depository or by the Depository or any such
        nominee to a successor Depository or a nominee of such successor
        Depository.

               (iii) In the event that a Global Security is exchanged for
        Securities in definitive registered form pursuant to Section 2.4 or
        Section 2.09 of the Indenture, prior to the consummation of a Registered
        Exchange Offer or the effectiveness of a Shelf Registration Statement
        with respect to such Securities, such Securities may be exchanged only
        in accordance with such procedures as are substantially consistent with
        the provisions of this



<PAGE>   95


                                                                               5


        Section 2.3 (including the certification requirements set forth on the
        reverse of the Initial Securities intended to ensure that such transfers
        comply with Rule 144A or Regulation S, as the case may be) and such
        other procedures as may from time to time be adopted by the Company.

               (b)  Legend.

               (i) Except as permitted by the following paragraphs (ii), (iii)
        and (iv), each Security certificate evidencing the Global Securities and
        the Definitive Securities (and all Securities issued in exchange
        therefor or in substitution thereof) shall bear a legend in
        substantially the following form:

               "THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
               TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES
               SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THIS NOTE MAY
               NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
               SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
               PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS
               NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
               SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

               THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY
               THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
               TRANSFERRED ONLY (I) INSIDE THE U.S. TO A PERSON WHOM THE SELLER
               REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
               DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
               MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE U.S. IN A
               TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT,
               (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
               SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE),
               (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
               SECURITIES ACT, OR (V) TO THE COMPANY, IN EACH OF CASES (I)
               THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF
               ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH
               SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS
               NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A)
               ABOVE."

               (ii)  Upon any sale or transfer of a Transfer
        Restricted Security (including any Transfer Restricted



<PAGE>   96


                                                                               6


        Security represented by a Global Security) pursuant to Rule 144 under
        the Securities Act; in the case of any Transfer Restricted Security that
        is represented by a Global Security, the Registrar shall permit the
        Holder thereof to exchange such Transfer Restricted Security for a
        certificated Security that does not bear the legend set forth above and
        rescind any restriction on the transfer of such Transfer Restricted
        Security, if the Holder certifies in writing to the Registrar that its
        request for such exchange was made in reliance on Rule 144 (such
        certification to be in the form set forth on the reverse of the
        Security).

               (iii) After a transfer of any Initial Securities or Private
        Exchange Securities during the period of the effectiveness of a Shelf
        Registration Statement with respect to such Initial Securities or
        Private Exchange Securities, as the case may be, all requirements
        pertaining to legends on such Initial Security or such Private Exchange
        Security will cease to apply, the requirements requiring any such
        Initial Security or such Private Exchange Security issued to certain
        Holders be issued in global form will cease to apply, and a certificated
        Initial Security or Private Exchange Security without legends will be
        available to the transferee of the Holder of such Initial Securities or
        Private Exchange Securities upon exchange of such transferring Holder's
        certificated Initial Security or Private Exchange Security or directions
        to transfer such Holder's interest in the Global Security, as
        applicable.

               (iv) Upon the consummation of a Registered Exchange Offer with
        respect to the Initial Securities pursuant to which Holders of such
        Initial Securities are offered Exchange Securities in exchange for their
        Initial Securities, all requirements pertaining to such Initial
        Securities that Initial Securities issued to certain Holders be issued
        in global form will cease to apply and certificated Initial Securities
        with the restricted securities legend set forth in Exhibit 1 hereto will
        be available to Holders of such Initial Securities that do not exchange
        their Initial Securities, and Exchange Securities in certificated or
        global form will be available to Holders that exchange such Initial
        Securities in such Registered Exchange Offer.

               (v) Upon the consummation of a Private Exchange with respect to
        the Initial Securities pursuant to which Holders of such Initial
        Securities are offered Private Exchange Securities in exchange for their
        Initial



<PAGE>   97


                                                                               7


        Securities, all requirements pertaining to such Initial Securities that
        Initial Securities issued to certain Holders be issued in global form
        will still apply, and Private Exchange Securities in global form with
        the Restricted Securities Legend set forth in Exhibit 1 hereto will be
        available to Holders that exchange such Initial Securities in such
        Private Exchange.

               (c) Cancelation or Adjustment of Global Security At such time as
all beneficial interests in a Global Security have either been exchanged for
certificated Securities, redeemed, repurchased or canceled, such Global Security
shall be returned to the Depository for cancelation or retained and canceled by
the Trustee. At any time prior to such cancelation, if any beneficial interest
in a Global Security is exchanged for certificated or Definitive Securities,
redeemed, repurchased or canceled, the principal amount of Securities
represented by such Global Security shall be reduced and an adjustment shall be
made on the books and records of the Trustee (if it is then the Securities
Custodian for such Global Security) with respect to such Global Security, by the
Trustee or the Securities Custodian, to reflect such reduction.

               (d)  Obligations with Respect to Transfers and Exchanges of
Securities.

               (i) To permit registrations of transfers and exchanges, the
        Company shall execute and the Trustee shall authenticate certificated
        Securities and Global Securities at the Registrar's or co-registrar's
        request.

               (ii) No service charge shall be made for any registration of
        transfer or exchange, but the Company may require payment of a sum
        sufficient to cover any transfer tax, assessments, or similar
        governmental charge payable in connection therewith (other than any such
        transfer taxes, assessments or similar governmental charge payable upon
        exchange or transfer pursuant to Sections 3.06, 6.13 and 9.05.

               (iii) The Registrar or co-registrar shall not be required to
        register the transfer of or exchange of (a) any certificated Security
        selected for redemption in whole or in part pursuant to Article 3 of
        this Indenture, except the unredeemed portion of any certificated
        Security being redeemed in part, or (b) any Security for a period
        beginning 15 Business Days before the mailing of a notice of an offer to
        repurchase or redeem Securities or 15 Business Days before an interest
        payment date.



<PAGE>   98

                                                                               8


               (iv) Prior to the due presentation for registration of transfer
        of any Security, the Company, the Trustee, the Paying Agent, the
        Registrar or any co-registrar may deem and treat the person in whose
        name a Security is registered as the absolute owner of such Security for
        the purpose of receiving payment of principal of and interest on such
        Security and for all other purposes whatsoever, whether or not such
        Security is overdue, and none of the Company, the Trustee, the Paying
        Agent, the Registrar or any co-registrar shall be affected by notice to
        the contrary.

               (v) All Securities issued upon any transfer or exchange pursuant
        to the terms of this Indenture shall evidence the same debt and shall be
        entitled to the same benefits under this Indenture as the Securities
        surrendered upon such transfer or exchange.

               (e)  No Obligation of the Trustee.

               (i) The Trustee shall have no responsibility or obligation to any
        beneficial owner of a Global Security, a member of, or a participant in
        the Depository or other Person with respect to the accuracy of the
        records of the Depository or its nominee or of any participant or member
        thereof, with respect to any ownership interest in the Securities or
        with respect to the delivery to any participant, member, beneficial
        owner or other Person (other than the Depository) of any notice
        (including any notice of redemption) or the payment of any amount, under
        or with respect to such Securities. All notices and communications to be
        given to the Holders and all payments to be made to Holders under the
        Securities shall be given or made only to or upon the order of the
        registered Holders (which shall be the Depository or its nominee in the
        case of a Global Security). The rights of beneficial owners in any
        Global Security shall be exercised only through the Depository subject
        to the applicable rules and procedures of the Depository. The Trustee
        may rely and shall be fully protected in relying upon information
        furnished by the Depository with respect to its members, participants
        and any beneficial owners.

               (ii) The Trustee shall have no obligation or duty to monitor,
        determine or inquire as to compliance with any restrictions on transfer
        imposed under this Indenture or under applicable law with respect to any
        transfer of any interest in any Security (including any transfers
        between or among Depository participants, members or beneficial owners
        in any Global Security) other than to require



<PAGE>   99


                                                                               9


        delivery of such certificates and other documentation or evidence as are
        expressly required by, and to do so if and when expressly required by,
        the terms of this Indenture, and to examine the same to determine
        substantial compliance as to form with the express requirements hereof.

        2.4  Certificated Securities.

               (a) A Global Security deposited with the Depository or with the
Trustee as custodian for the Depository pursuant to Section 2.1 shall be
transferred to the beneficial owners thereof in the form of certificated
Securities in an aggregate principal amount equal to the principal amount of
such Global Security, in exchange for such Global Security, only if such
transfer complies with Section 2.3 and (i) the Depository notifies the Company
that it is unwilling or unable to continue as Depository for such Global
Security or if at any time such Depository ceases to be a "clearing agency"
registered under the Exchange Act and a successor depositary is not appointed by
the Company within 90 days of such notice, or (ii) an Event of Default has
occurred and is continuing or (iii) the Company, in its sole discretion,
notifies the Trustee in writing that it elects to cause the issuance of
certificated Securities under this Indenture.

               (b) Any Global Security that is transferable to the beneficial
owners thereof pursuant to this Section shall be surrendered by the Depository
to the Trustee located in the Borough of Manhattan, The City of New York, to be
so transferred, in whole or from time to time in part, without charge, and the
Trustee shall authenticate and deliver, upon such transfer of each portion of
such Global Security, an equal aggregate principal amount of certificated
Initial Securities of authorized denominations. Any portion of a Global Security
transferred pursuant to this Section shall be executed, authenticated and
delivered only in denominations of $1,000 and any integral multiple thereof and
registered in such names as the Depository shall direct. Any certificated
Initial Security delivered in exchange for an interest in the Global Security
shall, except as otherwise provided by Section 2.3(d), bear the restricted
securities legend set forth in Exhibit 1 hereto.

               (c) Subject to the provisions of Section 2.4(b), the registered
Holder of a Global Security may grant proxies and otherwise authorize any
Person, including Agent Members and Persons that may hold interests through
Agent Members, to take any action which a Holder is entitled to take under this
Indenture or the Securities.



<PAGE>   100


                                                                              10


               (d) In the event of the occurrence of either of the events
specified in Section 2.4(a), the Company will promptly make available to the
Trustee a reasonable supply of certificated Securities in definitive, fully
registered form without interest coupons.




<PAGE>   101


                                                                               


                                                                       EXHIBIT 1
                                                                              to
                                                 RULE 144A/REGULATION S APPENDIX



                       [FORM OF FACE OF INITIAL SECURITY]

                           [Global Securities Legend]

               UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS 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 OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

               TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.


                         [Restricted Securities Legend]

               "THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
               TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES
               SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THIS NOTE MAY
               NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
               SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
               PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS
               NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
               SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

               THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY
               THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
               TRANSFERRED ONLY (I) INSIDE THE U.S. TO A PERSON WHOM THE SELLER
               REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
               DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
               MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE U.S. IN A
               TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT,
               (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
               SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE),
               (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE



<PAGE>   102


                                                                               2


               SECURITIES ACT, OR (V) TO THE COMPANY, IN EACH OF CASES (I)
               THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF
               ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH
               SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS
               NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A)
               ABOVE."




<PAGE>   103


                            IXC COMMUNICATIONS, INC.

No.  001                                                            $200,000,000
                                                            CUSIP NO. 450713 AH5
                                                          ISIN NO. US 450713AH55


                      9% Senior Subordinated Notes Due 2008


        IXC Communications, Inc., a Delaware corporation, promises to pay to
CEDE & Co., or registered assigns, the principal sum of TWO HUNDRED MILLION
UNITED STATES DOLLARS on April 15, 2008.

               Interest Payment Dates: April 15 and October 15.

               Record Dates: April 1 and October 1.

               Additional provisions of this Security are set forth on the other
side of this Security.


Dated:         April 21, 1998

                                                IXC COMMUNICATIONS, INC.,


                                                by______________________________





TRUSTEE'S CERTIFICATE OF
       AUTHENTICATION


IBJ SCHRODER BANK & TRUST COMPANY,
   as Trustee, certifies that this
   is one of the Securities referred
   to in the Indenture.

by
  _____________________________
      Authorized Signatory



<PAGE>   104


                            IXC COMMUNICATIONS, INC.

No. 002                                            $198,000,000

                                                   CUSIP No. 450713 AH 5
                                                   ISIN No.  US450713AH55

                      9% Senior Subordinated Notes Due 2008


        IXC Communications, Inc. a Delaware corporation, promises to pay to CEDE
& Co., or registered assigns, the principal sum of ONE HUNDRED NINETY EIGHT
MILLION DOLLARS on April 15, 2008.

               Interest Payment Dates:  April 15 and October 15.

               Record Dates:  April 1 and October 1.


               Additional provisions of this Security are set forth on the other
side of this Security.

Dated:  April 21, 1998

                                               IXC COMMUNICATIONS, INC.

                                                 by:
                                                    ____________________________





TRUSTEE'S CERTIFICATE OF
    AUTHENTICATION

IBJ SCHRODER BANK & TRUST COMPANY
     as Trustee, certifies that this
     is one of the Securities referred
     to in the Indenture

by
  ___________________________
    Authorized Signatory



<PAGE>   105


                            IXC COMMUNICATIONS, INC.

No. 003                                            $52,000,000

                                                   CUSIP No. 450713 AH 5
                                                   ISIN No.  US450713AH55

                      9% Senior Subordinated Notes Due 2008


        IXC Communications, Inc. a Delaware corporation, promises
to pay to CEDE & Co., or registered assigns, the principal sum
of FIFTY TWO MILLION DOLLARS on April 15, 2008.

               Interest Payment Dates:  April 15 and October 15.

               Record Dates:  April 1 and October 1.


               Additional provisions of this Security are set forth on the other
side of this Security.

Dated:  April 21, 1998

                                                   IXC COMMUNICATIONS, INC.

                                                     by:
                                                          ______________________





TRUSTEE'S CERTIFICATE OF
    AUTHENTICATION

IBJ SCHRODER BANK & TRUST COMPANY
     as Trustee, certifies that this
     is one of the Securities referred
     to in the Indenture

by
  ___________________________
    Authorized Signatory



<PAGE>   106


                   [FORM OF REVERSE SIDE OF INITIAL SECURITY]


                      9% Senior Subordinated Note Due 2008



1.  Interest

        IXC Communications, Inc., a Delaware corporation (such corporation, and
its successors and assigns under the Indenture hereinafter referred to, being
herein called the "Company"), promises to pay interest on the principal amount
of this Security at the rate per annum shown above; provided, however, that if a
Registration Default (as defined in the Registration Rights Agreement) occurs,
interest will accrue on this Security at a rate of 9.5% per annum from and
including the date on which any such Registration Default shall occur to but
excluding the date on which all Registration Defaults have been cured. The
Company will pay interest semiannually on April 15 and October 15 of each year.
Interest on the Securities will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from April 21, 1998.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months. The Company shall pay interest on overdue principal at the rate borne by
the Securities plus 1% per annum, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.


2.  Method of Payment

               The Company will pay interest on the Securities (except defaulted
interest) to the Persons who are registered holders of Securities at the close
of business on the April 1 or October 1 next preceding the interest payment date
even if Securities are canceled after the record date and on or before the
interest payment date. Holders must surrender Securities to a Paying Agent to
collect principal payments. The Company will pay principal and interest in money
of the United States that at the time of payment is legal tender for payment of
public and private debts. Payments in respect of the Securities represented by a
Global Security (including principal, premium and interest) will be made by wire
transfer of immediately available funds to the accounts specified by The
Depository Trust Company. The Company will make all



<PAGE>   107


payments in respect of a certificated Security (including principal, premium and
interest) by mailing a check to the registered address of each Holder thereof;
provided, however, that payments on a certificated Security will be made by wire
transfer to a U.S. dollar account maintained by the payee with a bank in the
United States if such Holder elects payment by wire transfer by giving written
notice to the Trustee or the Paying Agent to such effect designating such
account no later than 30 days immediately preceding the relevant due date for
payment (or such other date as the Trustee may accept in its discretion).


3.  Paying Agent and Registrar

               Initially, IBJ Schroder Bank & Trust Company, a New York banking
corporation ("Trustee"), will act as Paying Agent and Registrar. The Company may
appoint and change any Paying Agent, Registrar or co-registrar without notice.
The Company or any of its domestically incorporated Wholly Owned Subsidiaries
may act as Paying Agent, Registrar or co-registrar.


4.  Indenture

               The Company issued the Securities under an Indenture dated as of
April 21, 1998 ("Indenture"), between the Company and the Trustee. The terms of
the Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Terms
defined in the Indenture and not defined herein have the meanings ascribed
thereto in the Indenture. The Securities are subject to all such terms, and
Securityholders are referred to the Indenture and the Act for a statement of
those terms.

               The Securities are general unsecured obligations of the Company
limited to $450.0 million aggregate principal amount (subject to Section 2.07 of
the Indenture). The Indenture contains certain covenants that, among other
things, limit the Incurrence of Additional Indebtedness by the Company and its
Restricted Subsidiaries, the payment of dividends and other restricted payments
by the Company and its Restricted Subsidiaries, the creation of restrictions on
distributions from Restricted Subsidiaries, assets sales, transactions with



<PAGE>   108


affiliates, sales or issuances of Restricted Subsidiary capital stock and
mergers and consolidations.


5. Optional Redemption

               Except as set forth in the next paragraph, the Securities may not
be redeemed prior to April 15, 2003. On and after that date, the Company may
redeem the Securities in whole at any time or in part from time to time at the
following redemption prices (expressed in percentages of principal amount), plus
accrued interest to the redemption date (subject to the right of Holders of
record on the relevant record date to receive interest due on the related
interest payment date) if redeemed during the 12-month period commencing on
April 15 of the years set forth below:


<TABLE>
<CAPTION>
                   Period                         Percentage
                   ------                         ----------
<S>                                               <C>     
        2003.................................      104.500%
        2004.................................      103.000
        2005.................................      101.500
        2006 and thereafter..................      100.000
</TABLE>


               In addition, at any time prior to April 15, 2001, the Company may
redeem in the aggregate up to 35% of the original principal amount of Securities
with the proceeds of one or more Equity Offerings, at any time or from time to
time, at a redemption price (expressed as a percentage of principal amount) of
109% plus accrued interest to the redemption date (subject to the right of
Holders of record on the relevant record date to receive interest due on the
related interest payment date); provided, however, that at least $200.0 million
aggregate principal amount of the Securities must remain outstanding and be
held, directly or indirectly, by Persons other than the Company and its
Affiliates after each such redemption.

               In the case of any partial redemption, selection of the
Securities for redemption will be made by the Trustee on a pro rata basis, by
lot or by such other method as the Trustee in its sole discretion shall deem to
be fair and appropriate, although no Security of $1,000 in original principal
amount or less shall be redeemed in part. If any Security is to be redeemed in
part only, the notice of redemption relating to such Security shall state the
portion of the principal amount thereof to be redeemed. A new Security in
principal amount



<PAGE>   109


equal to the unredeemed portion thereof will be issued in the name of the Holder
thereof upon cancelation of the original Security.


6.  Notice of Redemption

               Notice of redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each Holder of Securities to be
redeemed at his registered address. Securities in denominations larger than
$1,000 may be redeemed in part but only in whole multiples of $1,000. If money
sufficient to pay the redemption price of and accrued interest on all Securities
(or portions thereof) to be redeemed on the redemption date is deposited with
the Paying Agent on or before the redemption date and certain other conditions
are satisfied, on and after such date interest ceases to accrue on such
Securities (or such portions thereof) called for redemption.


7.  Put Provisions

               Upon a Change of Control, any Holder of Securities will have the
right, subject to certain conditions, to cause the Company to repurchase all or
any part of the Securities of such Holder at a repurchase price equal to 101% of
the principal amount of the Securities to be repurchased plus accrued interest
to the date of repurchase (subject to the right of holders of record on the
relevant record date to receive interest due on the related interest payment
date) as provided in, and subject to the terms of, the Indenture.


8.  Subordination

               The Securities are subordinated to Senior Indebtedness, as
defined in the Indenture. To the extent provided in the Indenture, Senior
Indebtedness must be paid before the Securities may be paid. The Company agrees,
and each Securityholder by accepting a Security agrees, to the subordination
provisions contained in the Indenture and authorizes the Trustee to give it
effect and appoints the Trustee as attorney-in-fact for such purpose.



<PAGE>   110


9.  Denominations; Transfer; Exchange

               The Securities are in registered form without coupons in
denominations of $1,000 and whole multiples of $1,000. A Holder may transfer or
exchange Securities in accordance with the Indenture. The Registrar may require
a Holder, among other things, to furnish appropriate endorsements or transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture. The Registrar need not register the transfer of or exchange any
Securities selected for redemption (except, in the case of a Security to be
redeemed in part, the portion of the Security not to be redeemed) or any
Securities for a period of 15 days before a selection of Securities to be
redeemed or 15 days before an interest payment date.


10.  Persons Deemed Owners

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


11.  Unclaimed Money

               If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent shall pay the money back to
the Company at its request unless an abandoned property law designates another
Person. After any such payment, Holders entitled to the money must look only to
the Company and not to the Trustee for payment.


12.  Discharge and Defeasance

               Subject to certain conditions, the Company at any time may
terminate some or all of its obligations under the Securities and the Indenture
if the Company deposits with the Trustee money or U.S. Government Obligations
for the payment of principal and interest on the Securities to redemption or
maturity, as the case may be.


13.  Amendment, Waiver

               Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority



<PAGE>   111


in principal amount outstanding of the Securities and (ii) any default or
noncompliance with any provision may be waived with the written consent of the
Holders of a majority in principal amount outstanding of the Securities. Subject
to certain exceptions set forth in the Indenture, without the consent of any
Securityholder, the Company and the Trustee may amend the Indenture or the
Securities to cure any ambiguity, omission, defect or inconsistency, or to
comply with Article 5 of the Indenture, or to provide for uncertificated
Securities in addition to or in place of certificated Securities, or to add
guarantees with respect to the Securities or to secure the Securities, or to add
additional covenants or surrender rights and powers conferred on the Company, or
to comply with any request of the SEC in connection with qualifying the
Indenture under the Act, or to make certain changes in the subordination
provisions, or to make any change that does not adversely affect the rights of
any Securityholder.


14.  Defaults and Remedies

               Under the Indenture, Events of Default include (i) default for 30
days in payment of interest on the Securities; (ii) default in payment of
principal on the Securities at maturity, upon redemption pursuant to paragraph
5 of the Securities, upon acceleration or otherwise, or failure by the Company
to redeem or purchase Securities when required; (iii) failure by the Company to
comply with other agreements in the Indenture or the Securities, in certain
cases subject to notice and lapse of time; (iv) certain accelerations (including
failure to pay within any grace period after final maturity) of other
Indebtedness of the Company if the amount accelerated (or so unpaid) exceeds
$5.0 million; (v) certain events of bankruptcy or insolvency with respect to the
Company and the Significant Subsidiaries; and (vi) certain judgments or decrees
for the payment of money in excess of $5.0 million. If an Event of Default
occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the Securities may declare all the Securities to be due and
payable immediately. Certain events of bankruptcy or insolvency are Events of
Default which will result in the Securities being due and payable immediately
upon the occurrence of such Events of Default.

                                                                           
               Securityholders may not enforce the Indenture or the Securities
except as provided in the Indenture. The Trustee may refuse to enforce the
Indenture or the Securities unless it receives reasonable indemnity or security.
Subject to



<PAGE>   112


certain limitations, Holders of a majority in principal amount of the Securities
may direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Securityholders notice of any continuing Default (except a Default
in payment of principal or interest) if it determines that withholding notice is
in the interest of the Holders.


15.  Trustee Dealings with the Company

               Subject to certain limitations imposed by the Act, the Trustee
under the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were
not Trustee.


16.  No Recourse Against Others

               A director, officer, employee or stockholder, as such, of the
Company or the Trustee shall not have any liability for any obligations of the
Company under the Securities or the Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation. By accepting a
Security, each Securityholder waives and releases all such liability. The waiver
and release are part of the consideration for the issue of the Securities.


17.  Authentication

               This Security shall not be valid until an authorized signatory of
the Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.


18.  Abbreviations

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



<PAGE>   113


19.  Holders' Compliance with Registration Rights Agreement

               Each Holder of a Security, by acceptance hereof, acknowledges and
agrees to the provisions of the Registration Rights Agreement, including,
without limitation, the obligations of the Holders with respect to a
registration and the indemnification of the Company to the extent provided
therein.

20.  Governing Law

               THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

               THE COMPANY WILL FURNISH TO ANY SECURITYHOLDER UPON WRITTEN
REQUEST AND WITHOUT CHARGE TO THE SECURITYHOLDER A COPY OF THE INDENTURE WHICH
HAS IN IT THE TEXT OF THIS SECURITY IN LARGER TYPE. REQUESTS MAY BE MADE TO:

                      IXC COMMUNICATIONS, INC.
                      1122 CAPITAL OF TEXAS HIGHWAY SOUTH
                      AUSTIN, TEXAS 78746

                      ATTENTION OF:  CHIEF FINANCIAL OFFICER



<PAGE>   114

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

                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to


        (Print or type assignee's name, address and zip code)

        (Insert assignee's soc. sec. or tax I.D. No.)


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


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

Date: ________________ Your Signature: _____________________


- --------------------------------------------------------------------------------
Sign exactly as your name appears on the other side of this Security.

In connection with any transfer of any of the Securities evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act after the later of the date of original issuance
of such Securities and the last date, if any, on which such Securities were
owned by the Company or any Affiliate of the Company, the undersigned confirms
that such Securities are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

        (1)    [ ]    to the Company; or

        (2)    [ ]    pursuant to an effective registration statement
                      under the Securities Act of 1933; or

        (3)    [ ]    inside the United States to a "qualified institutional
                      buyer" (as defined in Rule 144A under the Securities Act
                      of 1933) that purchases for its own account or for the



<PAGE>   115


                      account of a qualified institutional buyer to whom notice
                      is given that such transfer is being made in reliance on
                      Rule 144A, in each case pursuant to and in compliance with
                      Rule 144A under the Securities Act of 1933; or

        (4)    [ ]    outside the United States in an offshore transaction
                      within the meaning of Regulation S under the Securities
                      Act in compliance with Rule 904 under the Securities Act
                      of 1933; or

        (5)    [ ]    pursuant to another available exemption from registration
                      provided by Rule 144 under the Securities Act of 1933.

        Unless one of the boxes is checked, the Trustee will refuse to register
        any of the Securities evidenced by this certificate in the name of any
        person other than the registered holder thereof; provided, however, that
        if box (4) or (5) is checked, the Trustee may require, prior to
        registering any such transfer of the Securities, such legal opinions,
        certifications and other information as the Company has reasonably
        requested to confirm that such transfer is being made pursuant to an
        exemption from, or in a transaction not subject to, the registration
        requirements of the Securities Act of 1933, such as the exemption
        provided by Rule 144 under such Act.




                                            ---------------------------------
                                                        Signature

Signature Guarantee:

- ----------------------------                ---------------------------------
Signature must be guaranteed                            Signature

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


              TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

               The undersigned represents and warrants that it is purchasing
this Security for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a
"qualified institutional



<PAGE>   116


buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is
aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.


Dated: ________________                     ____________________________________
                                            NOTICE:  To be executed by
                                                       an executive officer



<PAGE>   117


                      [TO BE ATTACHED TO GLOBAL SECURITIES]

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

               The following increases or decreases in this Global Security have
been made:


<TABLE>
<S>          <C>                 <C>                 <C>                 <C>
Date of      Amount of decrease  Amount of increase  Principal amount    Signature of
Exchange     in Principal        in Principal        of this Global      authorized officer
             Amount of this      Amount of this      Security following  of Trustee or
             Global Security     Global Security     such decrease or    Securities
                                                     increase)           Custodian
</TABLE>



<PAGE>   118


                       OPTION OF HOLDER TO ELECT PURCHASE

               If you want to elect to have this Security purchased by the
Company pursuant to Section 4.06 or 4.08 of the Indenture, check the box:

                                       [ ]
               If you want to elect to have only part of this Security purchased
by the Company pursuant to Section 4.06 or 4.08 of the Indenture, state the
amount in principal amount:
$


Date: _______________               Your Signature:

                                                      (Sign exactly as
                                                      your name appears
                                                      on the other side
                                                      of this Security.)

Signature Guarantee: ___________________________________________________________
                               (Signature must be guaranteed)



<PAGE>   119


                                                                       EXHIBIT A



                       [FORM OF FACE OF EXCHANGE SECURITY
                          OR PRIVATE EXCHANGE SECURITY]

                            IXC COMMUNICATIONS, INC.


No.                                                                       $

                      9% Senior Subordinated Notes Due 2008

        IXC Communications, Inc., a Delaware corporation, promises to pay to
_____, or registered assigns, the principal sum of _____ Dollars on April 15,
2008.

Interest Payment Dates: April 15 and October 15.

Record Dates:  April 1 and October 1.

Additional provisions of this Security are set forth on the other side of this
Security.

Dated:

                                                IXC COMMUNICATIONS, INC.,

                                                  by
                                                      ________________________


                                                      ________________________

TRUSTEE'S CERTIFICATE OF
       AUTHENTICATION


IBJ SCHRODER BANK & TRUST COMPANY,
     as Trustee, certifies that this
     is one of the Securities referred
     to in the Indenture.

by
  _____________________________
      Authorized Signatory



<PAGE>   120


                                                                               2


[*]
[**]




- --------
*. [If the Security is to be issued in global form add the Global Securities
Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1
captioned "[TO BE ATTACHED TO GLOBAL SECURITIES] - SCHEDULE OF INCREASES OR
DECREASES IN GLOBAL SECURITY".]

**. [If the Security is a Private Exchange Security issued in a Private Exchange
to an Initial Purchaser holding an unsold portion of its initial allotment, add
the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the
Assignment Form included in this Exhibit A with the Assignment Form included in
such Exhibit 1.]



<PAGE>   121


                                                                               3


                    FORM OF REVERSE SIDE OF EXCHANGE SECURITY
                         [OR PRIVATE EXCHANGE SECURITY]


                      9% Senior Subordinated Note Due 2008


1.  Interest

               IXC Communications, Inc., a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
principal amount of this Security at the rate per annum shown above[; provided,
however, that if a Registration Default (as defined in the Registration Rights
Agreement) occurs, interest will accrue on this Security at a rate of 9.5% per
annum from and including the date on which any such Registration Default shall
occur to but excluding the date on which all Registration Defaults have been
cured]***. The Company will pay interest semiannually on April 15 and October 15
of each year. Interest on the Securities will accrue from the most recent date
to which interest has been paid or, if no interest has been paid, from April 21,
1998. Interest will be computed on the basis of a 360-day year of twelve 30-day
months. The Company shall pay interest on overdue principal at the rate borne by
the Securities plus 1% per annum, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.


2.  Method of Payment

               The Company will pay interest on the Securities (except defaulted
interest) to the Persons who are registered holders of Securities at the close
of business on the April 1 or October 1 next preceding the interest payment date
even if Securities are canceled after the record date and on or before the
interest payment date. Holders must surrender Securities to a Paying Agent to
collect principal payments. The Company will pay principal and interest in money
of the United States that at the time of payment is legal tender for payment of



- --------
***. Insert if at the time of issuance of the Exchange Security or Private
Exchange Security (as the case may be) neither the Registered Exchange Offer has
been consummated nor a Shelf Registration Statement has been declared effective
in accordance with the Registration Rights Agreement.



<PAGE>   122


                                                                               4


public and private debts. Payments in respect of Securities (including
principal, premium and interest) will be made by wire transfer of immediately
available funds to the accounts specified by the holders thereof or, if no U.S.
dollar account maintained by the payee with a bank in the United States is
designated by any holder to the Trustee or the Paying Agent at least 30 days
prior to the relevant due date for payment (or such other date as the Trustee
may accept in its discretion), by mailing a check to the registered address of
such holder.


3.  Paying Agent and Registrar

               Initially, IBJ Schroder Bank & Trust Company, a New York banking
corporation ("Trustee"), will act as Paying Agent and Registrar. The Company may
appoint and change any Paying Agent, Registrar or co-registrar without notice.
The Company or any of its domestically incorporated Wholly Owned Subsidiaries
may act as Paying Agent, Registrar or co-registrar.


4.  Indenture

               The Company issued the Securities under an Indenture dated as of
April 21, 1998 ("Indenture"), between the Company and the Trustee. The terms of
the Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Terms
defined in the Indenture and not defined herein have the meanings ascribed
thereto in the Indenture. The Securities are subject to all such terms, and
Securityholders are referred to the Indenture and the Act for a statement of
those terms.

               The Securities are general unsecured obligations of the Company
limited to $450.0 million aggregate principal amount (subject to Section 2.07 of
the Indenture). The Indenture contains certain covenants that, among other
things, limit the Incurrence of Additional Indebtedness by the Company and its
Restricted Subsidiaries, the payment of dividends and other restricted payments
by the Company and its Restricted Subsidiaries, the creation of restrictions on
distributions from Restricted Subsidiaries, assets sales, transactions with
affiliates, sales or issuances of Restricted Subsidiary capital stock and
mergers and consolidations.



<PAGE>   123


                                                                               5


5. Optional Redemption

               Except as set forth in the next paragraph, the Securities may not
be redeemed prior to April 15, 2003. On and after that date, the Company may
redeem the Securities in whole at any time or in part from time to time at the
following redemption prices (expressed in percentages of principal amount), plus
accrued interest to the redemption date (subject to the right of Holders of
record on the relevant record date to receive interest due on the related
interest payment date):

               if redeemed during the 12-month period commencing on
April 15 of the years set forth below:


<TABLE>
<CAPTION>
                   Period                           Percentage
                   ------                           ----------
<S>                                                 <C>     
        2003.................................        104.500%
        2004.................................        103.000
        2005.................................        101.500
        2006 and thereafter..................        100.000
</TABLE>


               In addition, at any time prior to April 15, 2001, the Company may
redeem in the aggregate up to 35% of the original principal amount of Securities
with the proceeds of one or more Equity Offerings, at any time or from time to
time, at a redemption price (expressed as a percentage of principal amount) of
109% plus accrued interest to redemption date (subject to the right of Holders
of record on the relevant record date to receive interest due on the related
interest payment date); provided, however, that at least $200.0 million
aggregate principal amount of the Securities must remain outstanding and be
held, directly or indirectly, by Persons other than the Company and its
Affiliates after each such redemption.

               In the case of any partial redemption, selection of the
Securities for redemption will be made by the Trustee on a pro rata basis, by
lot or by such other method as the Trustee in its sole discretion shall deem to
be fair and appropriate, although no Security of $1,000 in original principal
amount or less shall be redeemed in part. If any Security is to be redeemed in
part only, the notice of redemption relating to such Security shall state the
portion of the principal amount thereof to be redeemed. A new Security in
principal amount equal to the unredeemed portion thereof will be issued in the
name of the Holder thereof upon cancelation of the original Security.




<PAGE>   124


                                                                               6


6.  Notice of Redemption

               Notice of redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each Holder of Securities to be
redeemed at his registered address. Securities in denominations larger than
$1,000 may be redeemed in part but only in whole multiples of $1,000. If money
sufficient to pay the redemption price of and accrued interest on all Securities
(or portions thereof) to be redeemed on the redemption date is deposited with
the Paying Agent on or before the redemption date and certain other conditions
are satisfied, on and after such date interest ceases to accrue on such
Securities (or such portions thereof) called for redemption.


7.  Put Provisions

               Upon a Change of Control, any Holder of Securities will have the
right, subject to certain conditions, to cause the Company to repurchase all or
any part of the Securities of such Holder at a repurchase price equal to 101% of
the principal amount of the Securities to be repurchased plus accrued interest
to the date of repurchase (subject to the right of holders of record on the
relevant record date to receive interest due on the related interest payment
date) as provided in, and subject to the terms of, the Indenture.


8.  Subordination

               The Securities are subordinated to Senior Indebtedness, as
defined in the Indenture. To the extent provided in the Indenture, Senior
Indebtedness must be paid before the Securities may be paid. The Company agrees,
and each Securityholder by accepting a Security agrees, to the subordination
provisions contained in the Indenture and authorizes the Trustee to give it
effect and appoints the Trustee as attorney-in-fact for such purpose.


9.  Denominations; Transfer; Exchange

               The Securities are in registered form without coupons in
denominations of $1,000 and whole multiples of $1,000. A Holder may transfer or
exchange Securities in accordance with the Indenture. The Registrar may require
a Holder, among other things, to furnish appropriate endorse ments or transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture. The Registrar



<PAGE>   125


                                                                               7


need not register the transfer of or exchange any Securities selected for
redemption (except, in the case of a Security to be redeemed in part, the
portion of the Security not to be redeemed) or any Securities for a period of 15
days before a selection of Securities to be redeemed or 15 days before an
interest payment date.


10.  Persons Deemed Owners

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


11.  Unclaimed Money

               If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent shall pay the money back to
the Company at its request unless an abandoned property law designates another
Person. After any such payment, Holders entitled to the money must look only to
the Company and not to the Trustee for payment.


12.  Discharge and Defeasance

               Subject to certain conditions, the Company at any time may
terminate some or all of its obligations under the Securities and the Indenture
if the Company deposits with the Trustee money or U.S. Government Obligations
for the payment of principal and interest on the Securities to redemption or
maturity, as the case may be.


13.  Amendment, Waiver

               Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in principal amount outstanding of the Securities
and (ii) any default or noncompliance with any provision may be waived with the
written consent of the Holders of a majority in principal amount outstanding of
the Securities. Subject to certain exceptions set forth in the Indenture,
without the consent of any Securityholder, the Company and the Trustee may amend
the Indenture or the Securities to cure any ambiguity, omission, defect or
inconsistency, or to comply with Article 5 of the Indenture, or to provide for
uncertificated Securities in addition to or in place of certificated Securities,
or to add guarantees with respect to the Securities or to secure the



<PAGE>   126

                                                                               8


Securities, or to add additional covenants or surrender rights and powers
conferred on the Company, or to comply with any request of the SEC in connection
with qualifying the Indenture under the Act, or to make certain changes in the
subordination provisions, or to make any change that does not adversely affect
the rights of any Securityholder.


14.  Defaults and Remedies

               Under the Indenture, Events of Default include (i) default for 30
days in payment of interest on the Securities; (ii) default in payment of
principal on the Securities at maturity, upon redemption pursuant to paragraph
5 of the Securities, upon acceleration or otherwise, or failure by the Company
to redeem or purchase Securities when required; (iii) failure by the Company to
comply with other agreements in the Indenture or the Securities, in certain
cases subject to notice and lapse of time; (iv) certain accelerations (including
failure to pay within any grace period after final maturity) of other
Indebtedness of the Company if the amount accelerated (or so unpaid) exceeds
$5.0 million; (v) certain events of bankruptcy or insolvency with respect to the
Company and the Significant Subsidiaries; and (vi) certain judgments or decrees
for the payment of money in excess of $5.0 million. If an Event of Default
occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the Securities may declare all the Securities to be due and
payable immediately. Certain events of bankruptcy or insolvency are Events of
Default which will result in the Securities being due and payable immediately
upon the occurrence of such Events of Default.

               Securityholders may not enforce the Indenture or the Securities
except as provided in the Indenture. The Trustee may refuse to enforce the
Indenture or the Securities unless it receives reasonable indemnity or security.
Subject to certain limitations, Holders of a majority in principal amount of the
Securities may direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Securityholders notice of any continuing Default
(except a Default in payment of principal or interest) if it determines that
withholding notice is in the interest of the Holders.


15.  Trustee Dealings with the Company

               Subject to certain limitations imposed by the Act, the Trustee
under the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Securities



<PAGE>   127


                                                                               9


and may otherwise deal with and collect obligations owed to it by the Company or
its Affiliates and may otherwise deal with the Company or its Affiliates with
the same rights it would have if it were not Trustee.


16.  No Recourse Against Others

               A director, officer, employee or stockholder, as such, of the
Company or the Trustee shall not have any liability for any obligations of the
Company under the Securities or the Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation. By accepting a
Security, each Securityholder waives and releases all such liability. The waiver
and release are part of the consideration for the issue of the Securities.


17.  Authentication

               This Security shall not be valid until an authorized signatory of
the Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.


18.  Abbreviations

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


19.  CUSIP Numbers

               Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures the Company has caused CUSIP numbers
to be printed on the Securities and has directed the Trustee to use CUSIP
numbers in notices of redemption as a convenience to Securityholders. No
representation is made as to the accuracy of such numbers either as printed on
the Securities or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.



<PAGE>   128


                                                                              10


20.  Holders' Compliance with Registration Rights Agreement

               Each Holder of a Security, by acceptance hereof, acknowledges and
agrees to the provisions of the Registration Rights Agreement, including,
without limitation, the obligations of the Holders with respect to a
registration and the indemnification of the Company to the extent provided
therein.


21.  Governing Law

               THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

               THE COMPANY WILL FURNISH TO ANY SECURITYHOLDER UPON WRITTEN
REQUEST AND WITHOUT CHARGE TO THE SECURITYHOLDER A COPY OF THE INDENTURE WHICH
HAS IN IT THE TEXT OF THIS SECURITY IN LARGER TYPE. REQUESTS MAY BE MADE TO:

               IXC COMMUNICATIONS, INC.
               1122 CAPITAL OF TEXAS HIGHWAY SOUTH
               AUSTIN, TEXAS  78746

               ATTENTION OF:  CHIEF FINANCIAL OFFICER



<PAGE>   129


                                                                              11


________________________________________________________________________________

                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to


        (Print or type assignee's name, address and zip code)

        (Insert assignee's soc. sec. or tax I.D. No.)


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


________________________________________________________________________________

Date: ________________             Your Signature: _____________________________


________________________________________________________________________________
Sign exactly as your name appears on the other side of this Security.




<PAGE>   130


                       OPTION OF HOLDER TO ELECT PURCHASE

                      IF YOU WANT TO ELECT TO HAVE THIS SECURITY
PURCHASED BY THE COMPANY PURSUANT TO SECTION [4.06] OR [4.08]
OF THE INDENTURE, CHECK THE BOX:

                                       [ ]

                      IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS
SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION [4.06] OR [4.08] OF THE
INDENTURE, STATE THE AMOUNT:
$


DATE: __________________            YOUR SIGNATURE: ____________________________
                                    (SIGN EXACTLY AS YOUR NAME  APPEARS
                                    ON THE OTHER SIDE OF THE SECURITY)


SIGNATURE GUARANTEE:  __________________________________________________________
                      (SIGNATURE MUST BE GUARANTEED BY A MEMBER FIRM OF
                      THE NEW YORK STOCK EXCHANGE OR A COMMERCIAL BANK OR
                      TRUST COMPANY)


<PAGE>   1
                                                                    EXHIBIT 99.1

                   IXC COMMUNICATIONS, INC. COMPLETES SALE OF
          $450 MILLION OF 9 PERCENT SENIOR SUBORDINATED NOTES DUE 2008
                    AND CONSUMMATES ITS TENDER OFFER FOR ITS
                      12 1/2 PERCENT SENIOR NOTES DUE 2005

Austin, Texas--(BUSINESS WIRE)--April 21, 1998 -- IXC Communications, Inc.
(NASDAQ: IIXC) announced today that it has sold $450 million principal amount of
its 9% Senior Subordinated Notes due 2008 (the "Senior Subordinated Notes"). The
Company offered the Senior Subordinated Notes pursuant to applicable exemptions
from registration.

In connection with the sale of the Senior Subordinated Notes, the Company also
announced today that it has completed its tender offer (the "Tender Offer") to
purchase for cash all of its outstanding 12 1/2% Senior Notes Due 2005 (the
"Senior Notes"). Pursuant to the terms of the Tender Offer, $284,185,000 (out
of $285.0 million) in aggregate principal amount of the Senior Notes were
tendered and accepted for payment by the Company. The Company used
approximately $342.7 million of the estimated $435.6 million net proceeds of
the Senior Subordinated Notes offering to pay the tender offer price for the
Senior Notes. The remaining proceeds of the offering will be used to fund
capital expenditures and for general corporate purposes.

The Senior Subordinated Notes have not been registered under the Securities
Act of 1933, as amended (the "Securities Act"), and may not be offered or sold
in the United States absent registration under the Securities Act or an
exemption from such registration. This release shall not constitute an offer to
sell or the solicitation of an offer to buy.

IXC's network-based delivery solutions are designed to address the speed and
capacity requirements of the global communications market. Having completed the
U.S.'s first new coast-to-coast fiber optic network, IXC Communications, Inc.
is at the forefront of the industry's new class of emerging domestic and
international carriers. IXC offerings include private line, broadband, and
switched and dedicated inbound and outbound calling products, and calling card
and debit card services. IXC is a publicly traded company listed on Nasdaq
under the symbol IIXC. IXC's Web site is located at www.ixc-comm.com.

                                      ###

- --30--bd/sa*

CONTACT: IXC Communications, Inc., Austin
         James F. Guthrie, 512/427-3731
         [email protected]




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