<PAGE>   1



                                                                  EXECUTION COPY




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














                       LORAL SPACE & COMMUNICATIONS LTD.,
                                     Issuer


                          9-1/2% Senior Notes due 2006



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



                                    INDENTURE



                          Dated as of January 15, 1999



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









                              THE BANK OF NEW YORK,
                                     Trustee











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

<PAGE>   2








                              CROSS-REFERENCE TABLE



  TIA                                                              Indenture
Section                                                             Section
-------                                                             -------

310(a)(1)                  ...........................................7.10
      (a)(2)               ...........................................7.10
      (a)(3)               ...........................................N.A.
      (a)(4)               ...........................................N.A.
      (b)                  ...........................................N.A.
      (c)                  ...........................................N.A.
311(a)                     ...........................................7.11
      (b)                  ...........................................7.11
      (c)                  ...........................................N.A.
312(a)                     ...........................................N.A.
      (b)                  ...........................................11.03
      (c)                  ...........................................11.03
313(a)                     ...........................................7.06
      (b)(1)               ...........................................N.A.
      (b)(2)               ...........................................7.06
      (c)                  ...........................................N.A.
      (d)                  ...........................................N.A.
314(a)                     ...........................................N.A.
314(a)(4)                  ...........................................4.14
      (b)                  ...........................................N.A.
      (c)(1)               ...........................................N.A.
      (c)(2)               ...........................................N.A.
      (c)(3)               ...........................................N.A.
      (d)                  ...........................................N.A.
      (e)                  ...........................................N.A.
      (f)                  ...........................................N.A.
315(a)                     ...........................................N.A.
      (b)                  ...........................................N.A.
      (c)                  ...........................................N.A.
      (d)                  ...........................................N.A.
      (e)                  ...........................................N.A.
316(a)(last sentence)      ...........................................N.A.
      (a)(1)(A)            ...........................................N.A.
      (a)(1)(B)            ...........................................N.A.
      (a)(2)               ...........................................N.A.
      (b)                  ...........................................N.A.
317(a)(1)                  ...........................................N.A.
      (a)(2)               ...........................................N.A.
      (b)                  ...........................................N.A.
318(a)                     ...........................................N.A.

                                                      N.A. means Not Applicable.


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



<PAGE>   3




                                TABLE OF CONTENTS


                                    ARTICLE 1
                                                                            Page
                                                                            ----

                   Definitions and Incorporation by Reference


SECTION 1.01.  Definitions ................................................    1
SECTION 1.02.  Other Definitions ..........................................   24
SECTION 1.03.  Incorporation by Reference of Trust
                 Indenture Act ............................................   24
SECTION 1.04.  Rules of Construction ......................................   25


                                    ARTICLE 2

                                 The Securities


SECTION 2.01.  Form and Dating ............................................   26
SECTION 2.02.  Execution and Authentication ...............................   26
SECTION 2.03.  Registrar and Paying Agent .................................   27
SECTION 2.04.  Paying Agent To Hold Money in Trust ........................   27
SECTION 2.05.  Holder Lists ...............................................   28
SECTION 2.06.  Transfer and Exchange ......................................   28
SECTION 2.07.  Replacement Securities .....................................   29
SECTION 2.08.  Outstanding Securities .....................................   29
SECTION 2.09.  Temporary Securities .......................................   30
SECTION 2.10.  Cancelation ................................................   30
SECTION 2.11.  Defaulted Interest .........................................   30
SECTION 2.12.  CUSIP Numbers ..............................................   30
SECTION 2.13.  Amount of Securities,
                 Issuable in Series .......................................   31


                                    ARTICLE 3

                                   Redemption


SECTION 3.01.  Right of Redemption ........................................   32
SECTION 3.02.  Notices to Trustee .........................................   33
SECTION 3.03.  Selection of Securities To Be
                 Redeemed .................................................   34
SECTION 3.04.  Notice of Redemption .......................................   34
SECTION 3.05.  Effect of Notice of Redemption .............................   35
SECTION 3.06.  Deposit of Redemption Price ................................   35
SECTION 3.07.  Securities Redeemed in Part ................................   35
SECTION 3.08.  Special Tax Redemption .....................................   36




                                        i

<PAGE>   4




                                    ARTICLE 4

                                    Covenants


SECTION 4.01.  Intentionally Omitted ......................................   37
SECTION 4.02.  Payment of Securities ......................................   37
SECTION 4.03.  Reports ....................................................   37
SECTION 4.04.  Restricted Payments ........................................   38
SECTION 4.05.  Incurrence of Indebtedness and
                 Issuance of Preferred Stock ..............................   42
SECTION 4.06.  Liens ......................................................   45
SECTION 4.07.  Sale and Leaseback Transactions ............................   45
SECTION 4.08.  Dividend and Other Payment Restrictions
                 Affecting Restricted Subsidiaries ........................   45
SECTION 4.09.  Designation of Restricted and
                 Unrestricted Subsidiaries ................................   48
SECTION 4.10.  Transactions with Affiliates ...............................   48
SECTION 4.11.  Limitation on Issuances and Guarantees
                 of Indebtedness ..........................................   50
SECTION 4.12.  Business Activities ........................................   50
SECTION 4.13.  Change of Control ..........................................   50
SECTION 4.14.  Asset Sales ................................................   52
SECTION 4.15.  Additional Amounts .........................................   54
SECTION 4.16.  Compliance Certificate; Statement by
                 Officers as to Default ...................................   57
SECTION 4.17.  Further Instruments and Acts ...............................   57


                                    ARTICLE 5

                                Successor Issuer


SECTION 5.01.  When Issuer May Merge, Consolidate
                 or Sell Assets ...........................................   57


                                    ARTICLE 6

                              Defaults and Remedies


SECTION 6.01.  Events of Default ..........................................   59
SECTION 6.02.  Acceleration ...............................................   61
SECTION 6.03.  Other Remedies .............................................   62
SECTION 6.04.  Waiver of Past Defaults ....................................   62
SECTION 6.05.  Control by Majority ........................................   62
SECTION 6.06.  Limitation on Suits ........................................   63
SECTION 6.07.  Rights of Holders to Receive Payment .......................   63
SECTION 6.08.  Collection Suit by Trustee .................................   64
SECTION 6.09.  Trustee May File Proofs of Claim ...........................   64
SECTION 6.10.  Priorities .................................................   64


                                       ii

<PAGE>   5




SECTION 6.11.  Undertaking for Costs ......................................   64
SECTION 6.12.  Waiver of Stay or Extension Laws ...........................   65


                                    ARTICLE 7

                                     Trustee


SECTION 7.01.  Duties of Trustee ..........................................   65
SECTION 7.02.  Rights of Trustee ..........................................   67
SECTION 7.03.  Individual Rights of Trustee ...............................   67
SECTION 7.04.  Trustee's Disclaimer .......................................   68
SECTION 7.05.  Notice of Defaults .........................................   68
SECTION 7.06.  Reports by Trustee to Holders ..............................   68
SECTION 7.07.  Compensation and Indemnity .................................   68
SECTION 7.08.  Replacement of Trustee .....................................   69
SECTION 7.09.  Successor Trustee by Merger ................................   70
SECTION 7.10.  Eligibility; Disqualification ..............................   71
SECTION 7.11.  Preferential Collection of Claims
                 Against Issuer ...........................................   71


                                    ARTICLE 8

                       Discharge of Indenture; Defeasance


SECTION 8.01.  Discharge of Liability on Securities;
                 Defeasance ...............................................   71
SECTION 8.02.  Conditions to Defeasance ...................................   72
SECTION 8.03.  Application of Trust Money .................................   74
SECTION 8.04.  Repayment to Issuer ........................................   75
SECTION 8.05.  Indemnity for Government Obligations .......................   75
SECTION 8.06.  Reinstatement ..............................................   75


                                    ARTICLE 9

                                   Amendments


SECTION 9.01.  Without Consent of Holders .................................   76
SECTION 9.02.  With Consent of Holders ....................................   76
SECTION 9.03.  Compliance with Trust Indenture Act ........................   78
SECTION 9.04.  Revocation and Effect of Consents
                 and Waivers ..............................................   78
SECTION 9.05.  Notation on or Exchange of Securities ......................   78
SECTION 9.06.  Trustee To Sign Amendments .................................   79
SECTION 9.07.  Payment for Consent ........................................   79


                                       iii

<PAGE>   6




                                   ARTICLE 10

                                  Miscellaneous


SECTION 10.01. Trust Indenture Act Controls ...............................   79
SECTION 10.02. Notices ....................................................   79
SECTION 10.03. Communication by Holders with Other
                 Holders ..................................................   80
SECTION 10.04. Certificate and Opinion as to
                 Conditions Precedent .....................................   80
SECTION 10.05. Statements Required in Certificate or
                 Opinion ..................................................   81
SECTION 10.06. When Securities Disregarded ................................   81
SECTION 10.07. Rules by Trustee, Paying Agent and
                 Registrar ................................................   81
SECTION 10.08. Legal Holidays .............................................   81
SECTION 10.09. Governing Law ..............................................   82
SECTION 10.10. No Recourse Against Others .................................   82
SECTION 10.11. Successors .................................................   82
SECTION 10.12. Multiple Originals .........................................   82
SECTION 10.13. Table of Contents; Headings ................................   82
SECTION 10.14. Jurisdiction, Consent to
                    Service of Process ....................................   83

Rule 144A/Regulation S Appendix


                                       iv

<PAGE>   7














     INDENTURE dated as of January 15, 1999, between Loral Space &
Communications Ltd., a Bermuda company (the "Issuer") and The Bank of New York,
a New York banking corporation (the "Trustee").


     The Issuer and the Trustee agree as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of the Issuer's
9-1/2% Senior Notes due 2006 (the "Initial Securities") and, if and when issued
pursuant to a registered exchange for Initial Securities, the Issuer's 9-1/2%
Senior Notes due 2006 (the "Exchange Securities") and, if and when issued
pursuant to a private exchange for Initial Securities, the Issuer's 9-1/2%
Senior Notes due 2006 (the "Private Exchange Securities", together with the
Exchange Securities and the Initial Securities, the "Securities"). The term
"Securities" shall also refer to any additional series of Securities authorized
by Section 2.13.


                                    ARTICLE 1

                   Definitions and Incorporation by Reference


     SECTION 1.01. Definitions.

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

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

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

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of



<PAGE>   8
                                                                               2

voting securities, by agreement or otherwise; provided that beneficial ownership
of 10% or more of the Voting Stock of a Person shall be deemed to be control.
For purposes of this definition, the terms "controlling," "controlled by" and
"under common control with" shall have correlative meanings.

     "Asset Sale" means:

          (1) the sale, lease, transfer, conveyance or other disposition of any
     assets or rights, other than sales of inventory in the ordinary course of
     business consistent with past practices (other than a sale, lease,
     transfer, conveyance or other disposition of all or substantially all of
     the assets of the Issuer and its Restricted Subsidiaries taken as a whole);
     and

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

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

          (1) any single transaction or series of related transactions that: (A)
     involves assets having a fair market value of less than $5 million; or (B)
     results in net proceeds to the Issuer and its Restricted Subsidiaries of
     less than $5 million;

          (2) a transfer of assets between or among the Issuer and its
     Restricted Subsidiaries;

          (3) an issuance of Equity Interests by a Restricted Subsidiary to the
     Issuer or to another Restricted Subsidiary;

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

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

          (6) a Restricted Payment or Permitted Investment that is permitted
     under Section 4.04; and

          (7) the issuance of partnership interests by CyberStar, L.P. pursuant
     to participation bonuses in accordance with Section 4.3 of the CyberStar,
     L.P. partnership agreement.




<PAGE>   9
                                                                               3

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

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

     "Board of Directors" means the Board of Directors of the Issuer.

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

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

     "Capital Stock" means:

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

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

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

          (4) any other interest or participation that confers on a Person the
     right to receive a share of the



<PAGE>   10
                                                                               4

     profits and losses of, or distributions of assets of, the issuing Person.

     "Cash Equivalents" means:

          (1) United States dollars;

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

          (3) certificates of deposit and eurodollar time deposits with
     maturities of one year or less from the date of acquisition, bankers'
     acceptances with maturities not exceeding one year and overnight bank
     deposits, in each case, with any lender party to the Credit Agreement or
     with any domestic commercial bank having capital and surplus in excess of
     $500 million and a Thompson Bank Watch Rating of "B" or better;

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

          (5) commercial paper having one of the two highest ratings obtainable
     from Moody's Investors Service, Inc. or Standard & Poor's Rating Services
     and in each case maturing within six months after the date of acquisition;

          (6) money market funds at least 95% of the assets of which constitute
     Cash Equivalents of the kinds described in clauses (1) through (5) of this
     definition; and

          (7) the Goldman Sachs US$ Liquid Reserves Fund and other funds with
     substantially similar investment policies.


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


<PAGE>   11
                                                                               5


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

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

          (3) the consummation of any transaction (including, without
     limitation, any merger or consolidation) the result of which is that any
     "person" (as that term is used in Section 13(d)(3) of the Exchange Act)
     becomes the Beneficial Owner, directly or indirectly, of more than 35% of
     the Voting Stock of the Issuer, measured by voting power rather than number
     of shares;

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

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

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

     "Commission" means the Securities and Exchange Commission or any successor
agency.

     "Consolidated Capital Ratio" of any Person as of any date means the ratio
of (1) the Total Indebtedness of such Person then outstanding to (2) the
stockholders' equity as of such date as shown on the consolidated balance sheet
of such Person in accordance with GAAP (which, in the case

<PAGE>   12
                                                                               6


of the Issuer, shall include the Series C Preferred Stock) after giving pro
forma effect to (a) the incurrence of any Indebtedness proposed to be incurred
or the issuance of any Disqualified Stock or Preferred Stock of a Subsidiary
proposed to be issued and the receipt and application of the proceeds thereof,
(b) any other Indebtedness incurred, Disqualified Stock issued or Preferred
Stock of any Subsidiary issued or the repayment or retirement of any of the
foregoing since such balance sheet date and the receipt and application of the
proceeds thereof and (c) any asset dispositions or asset acquisitions (including
giving pro forma effect to the application of proceeds of any asset disposition)
that has occurred since such balance sheet date, in each case as if they had
occurred and such proceeds had been applied on the date of such balance sheet.

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

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

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

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

          (4) depreciation, amortization (including amortization of goodwill and
     other intangibles but

<PAGE>   13
                                                                               7


     excluding amortization of prepaid cash expenses that were paid in a prior
     period) and other non-cash expenses (excluding any such non-cash expense to
     the extent that it represents an accrual of or reserve for cash expenses in
     any future period 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 expenses were deducted in computing such Consolidated Net Income;
     minus

          (5) non-cash items increasing such Consolidated Net Income for such
     period, other than the accrual of revenue in the ordinary course of
     business, in each case, on a consolidated basis and determined in
     accordance with GAAP.

Notwithstanding the preceding, amounts in respect of items (1), (2) and (4) for
a Restricted Subsidiary of the Issuer shall be added to Consolidated Net Income
to compute Consolidated Cash Flow of the Issuer only to the extent that a
corresponding percentage of the Consolidated Net Income of such Restricted
Subsidiary would be permitted at the date of determination to be dividended to
the Issuer by such Restricted Subsidiary without prior 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 Subsidiary or its stockholders.

     "Consolidated Leverage Ratio" means the ratio of (1) the Total Indebtedness
of the Issuer outstanding as of the most recent available quarterly or annual
balance sheet to (2) the Consolidated Cash Flow of the Issuer for the four full
fiscal quarters next preceding the incurrence of such Indebtedness or the
issuance of such Disqualified Stock for which consolidated financial statements
are available; provided that pro forma effect shall be given to (a) the
incurrence of any Indebtedness proposed to be incurred or the issuance of any
Disqualified Stock or Preferred Stock of a Subsidiary proposed to be issued and
the receipt and application of the proceeds thereof, (b) any other Indebtedness
incurred, Disqualified Stock issued or Preferred Stock of any Subsidiary issued
or the repayment or retirement of any of the foregoing since the beginning of
such four fiscal quarter period and the receipt and application of the proceeds
thereof and (c) any asset dispositions or asset acquisitions (including giving
pro forma effect to the application of proceeds of any asset disposition) that
has occurred during such four fiscal quarter period, in each case as if they had
occurred and

<PAGE>   14
                                                                               8


such proceeds had been applied on the first day of such four fiscal quarter
period.

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

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

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

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

          (4) the Net Income (but not loss) of any Unrestricted Subsidiary shall
     be excluded, whether or not distributed to the specified person or one of
     its Subsidiaries; and

          (5) the cumulative effect of a change in accounting principles shall
     be excluded.

     "Consolidated Net Worth" means, with respect to any Person as of any date,
the sum of:

          (1) the consolidated equity of the common stockholders of such Person
     and its consolidated Subsidiaries as of such date; plus

          (2) 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

<PAGE>   15
                                                                               9


     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.

     "Consolidated Tangible Assets" of any Person means the total amount of
assets (less applicable reserves and any other properly deductible items) which
under GAAP would be included on a consolidated balance sheet of such Person and
its Subsidiaries after deducting therefrom all goodwill (but not any other
intangible assets) which under GAAP would be included on such consolidated
balance sheet.

     "Continuing Directors" means, as of any date of determination, any member
of the Board of Directors who:

          (1) was a member of the Board of Directors on the Issue Date; or

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

     "Credit Agreement" means that certain Amended and Restated Credit and
Participation Agreement among Loral SpaceCom Corporation, Space Systems/Loral,
Inc., certain lending banks, Bank of America National Trust and Savings
Association, as Administrative Agent, and Istituto Bancario San Paolo Di Torino
S.P.A., individually and as Italian Export Financing Arranger and as Selling
Bank, dated as of November 14, 1997, providing for up to $850 million of credit
extensions, including any related notes, guarantees, collateral documents,
instruments and agreements executed in connection therewith, and in each case as
amended, modified, renewed, refunded, replaced or refinanced from time to time.

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


<PAGE>   16
                                                                              10


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

     "Designated Other Permitted Consideration" means the fair market value of
non-cash consideration received by the Issuer or one of its Restricted
Subsidiaries in connection with an Asset Sale that is so designated as
Designated Other Permitted Consideration pursuant to an Officers' Certificate,
setting forth the basis of such valuation, less the amount of cash or Cash
Equivalents received in connection with a sale of such Designated Other
Permitted Consideration.

     "Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder thereof), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or is redeemable at the option of the
holder thereof, in whole or in part, on or prior to the date that is 91 days
after the date on which the Securities mature. Notwithstanding the preceding
sentence, any Capital Stock that would constitute Disqualified Stock solely
because the holders thereof have the right to require the Issuer to repurchase
such Capital Stock upon the occurrence of a change of control or an asset sale
shall not constitute Disqualified Stock if the terms of such Capital Stock
provide that the Issuer may not repurchase or redeem any such Capital Stock
pursuant to such provisions unless such repurchase or redemption complies with
Section 4.04.

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

     "Equity Offering" means any public or private sale of Equity Interests
(other than Disqualified Stock) of the Issuer, other than private sales to an
Affiliate of the Issuer.

     "Event of Default" has the meaning set forth in Section 6.01.

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

     "Existing Indebtedness" means Indebtedness of the Issuer and its
Subsidiaries (other than Indebtedness under

<PAGE>   17
                                                                              11


the Credit Agreement) in existence on the Issue Date, until such amounts are
repaid.

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

     "Globalstar" means Globalstar, L.P., a Delaware limited partnership.

     "GTL" means Globalstar Telecommunications Limited, a Bermuda company.

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

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

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

          (2) other agreements or arrangements entered into in the ordinary
     course of business and consistent with past practices designed to protect
     such Person against fluctuations in interest rates or currency exchange
     rates.

     "Holders" means the registered holders from time to time of the Securities.

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

          (1) borrowed money;

          (2) evidenced by bonds, notes, debentures or similar instruments or
     letters of credit, excluding

<PAGE>   18
                                                                              12


     letters of credit supporting obligations under customer contracts until
     such letters of credit are drawn;

          (3) banker's acceptances;

          (4) Capital Lease Obligations;

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

          (6) Hedging Obligations,

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

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

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

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

          (3) in the case of an obligation under a Hedging Obligation (A) zero
     if such obligation has been incurred pursuant to clause (7) of paragraph
     (b) of Section 4.05 or (B) the notional amount of such obligation if not
     incurred pursuant to such clause.

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

     "Investments" means, with respect to any Person, all investments by such
Person in other Persons (including Affiliates) in the form of direct or indirect
loans (including Guarantees or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers and
employees made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity

<PAGE>   19
                                                                              13


Interests or other securities, together with all items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP;
provided, however, that Investments shall not include any commercially
reasonable (as determined in good faith by either the Board of Directors or
senior management of the Issuer) extensions of credit to, or Investments made
in, any Person in connection with the purchase or sale of satellites or
satellite services. If the Issuer or any Restricted Subsidiary of the Issuer
sells or otherwise disposes of any Equity Interests of any direct or indirect
Restricted Subsidiary of the Issuer such that, after giving effect to any such
sale or disposition, such Person is no longer a Restricted Subsidiary of the
Issuer and is not a Permitted Venture, the Issuer shall be deemed to have made
an Investment on the date of any such sale or disposition equal to the fair
market value of the Equity Interests of such Restricted Subsidiary not sold or
disposed of in an amount determined as provided in paragraph (c) of Section
4.04.

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

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

     "Liquidated Damages" means additional cash interest with respect to the
Securities payable upon the occurrence of certain events as specified in the
Registration Rights Agreement dated as of January 21, 1999, among the Issuer and
the Initial Purchasers named therein.

     "Marketable Securities" means, with respect to any Asset Sale, any readily
marketable equity securities that are (1) traded on the New York Stock Exchange,
the American Stock Exchange or the Nasdaq National Market and (2) issued by a
corporation having a total equity market capitalization of not less than $250
million; provided that the excess of (a) the aggregate amount of securities of
any one such corporation held by the Issuer and any Restricted Subsidiary over
(b) ten times the average daily trading volume of such securities during the 20
immediately preceding trading days shall be deemed not to be Marketable
Securities, as

<PAGE>   20
                                                                              14


determined on the date of the contract relating to such Asset Sale.

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

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

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

     "Net Proceeds" means the aggregate cash proceeds received by the Issuer or
any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of the direct costs
relating to such Asset Sale, including, without limitation, 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, in each
case, after taking into account any available tax credits or deductions and any
tax sharing arrangements, and amounts required to be applied to the repayment of
Indebtedness (other than Indebtedness under any one or more Credit Facilities)
secured by a Lien on the asset or assets that were the subject of such Asset
Sale, and any reserve for adjustment in respect of the sale price of such asset
or assets established in accordance with GAAP.

     "Non-Recourse Debt" means Indebtedness as to which neither the Issuer nor
any of its Restricted Subsidiaries (other than the Restricted Subsidiary that is
the primary obligor and its Subsidiaries so long as no Capital Stock of such
Subsidiaries is owned by the Issuer or any other Restricted Subsidiary) (1)
provides credit support of any kind (including any undertaking, agreement or
instrument that would constitute Indebtedness), (2) is directly or indirectly
liable as a guarantor or otherwise, or (3) constitutes the lender.

     "Obligations" means any principal, premium if any, interest, penalties,
fees, indemnifications, guarantees,

<PAGE>   21
                                                                              15


reimbursements, damages and other liabilities payable under the documentation
governing any Indebtedness.

     "Offer to Purchase" means a written offer (the "Offer") sent by the Issuer
by first class mail, postage prepaid, to each Holder at his address appearing in
the Securities register on the date of the Offer offering to purchase up to the
principal amount of Securities specified in such Offer at the purchase price
specified in such Offer (as determined pursuant to this Indenture). Unless
otherwise required by applicable law, the Offer shall specify an expiration date
(the "Expiration Date") of the Offer to Purchase which shall be, subject to any
contrary requirements of applicable law, not less than 30 days or more than 60
days after the date of such Offer and a settlement date for purchase of
Securities within five Business Days after the Expiration Date. The Issuer shall
notify the Trustee at least 15 Business Days (or such shorter period as is
acceptable to the Trustee) prior to the mailing of the Offer of the Issuer's
obligation to make an Offer to Purchase, and the Offer shall be mailed by the
Issuer or, at the Issuer's request, by the Trustee in the name and at the
expense of the Issuer. The Offer shall contain information concerning the
business of the Issuer and its Subsidiaries which the Issuer in good faith
believes will enable such Holders to make an informed decision with respect to
the Offer to Purchase (which at a minimum shall include (1) the most recent
annual and quarterly financial statements and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" contained in the
documents required to be filed with the Trustee pursuant to this Indenture
(which requirements may be satisfied by delivery of such documents together with
the Offer), (2) a description of material developments in the Issuer's business
subsequent to the date of the latest of such financial statements referred to in
clause (1) (including a description of the events requiring the Issuer to make
the Offer to Purchase), (3) if applicable, appropriate pro forma financial
information concerning the Offer to Purchase and the events requiring the Issuer
to make the Offer to Purchase and (4) any other information required by
applicable law to be included therein). The Offer shall contain all instructions
and materials necessary to enable such Holders to tender Securities pursuant to
the Offer to Purchase.

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


<PAGE>   22
                                                                              16


     "Officers' Certificate" means a certificate signed by two Officers.

     "Opinion of Counsel" means an opinion from legal counsel who is acceptable
to the Trustee. The counsel may be an employee of, or counsel to, the Issuer or
the Trustee.

     "Permitted Business" means any of the lines of business conducted by the
Issuer and its Restricted Subsidiaries or its existing Permitted Ventures on the
Issue Date and any other space or communication businesses and any business
reasonably related thereto.

     "Permitted Investments" means:

          (1) any Investment in the Issuer or in a Restricted Subsidiary of the
     Issuer;

          (2) any Investment in Cash Equivalents;

          (3) any Investment by the Issuer or any Restricted Subsidiary of the
     Issuer in a Person engaged in a Permitted Business, if as a result of such
     Investment:

               (A) such Person becomes a Restricted Subsidiary of the Issuer; or

               (B) such Person is merged, consolidated or amalgamated with or
          into, or transfers or conveys substantially all of its assets to, or
          is liquidated into, the Issuer or a Restricted Subsidiary of the
          Issuer;

          (4) any Investment made as a result of the receipt of non-cash
     consideration from an Asset Sale that was made pursuant to and in
     compliance with Section 4.14.

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

          (6) Hedging Obligations;

          (7) Investments in Permitted Ventures;

          (8) Investments existing on the Issue Date;

          (9) Investments in Skybridge, L.P. that are either (A) required
     pursuant to the partnership agreement in existence on the Issue Date or (B)
     required to avoid disproportionate dilution to the Issuer's equity

<PAGE>   23
                                                                              17


     interest therein pursuant to such partnership agreement or to avoid
     financial penalties; and

          (10) other Investments in any Person principally engaged in Permitted
     Businesses having an aggregate fair market value (measured on the date each
     such Investment was made and without giving effect to subsequent changes in
     value), when taken together with all other Investments made pursuant to
     this clause (10) at any time outstanding not to exceed 5% of the Issuer's
     Consolidated Tangible Assets.

     "Permitted Liens" means:

          (1) Liens on assets of the Issuer or its Restricted Subsidiaries
     securing Indebtedness and other Obligations under Credit Facilities that
     are permitted by the terms of this Indenture to be incurred;

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

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

          (4) Liens on property existing at the time of acquisition thereof by
     the Issuer or any Restricted Subsidiary of the Issuer; provided that such
     Liens were in existence prior to the contemplation of such acquisition;

          (5) Liens to secure the performance of statutory obligations, surety
     or appeal bonds, performance bonds or other obligations of a like nature
     incurred in the ordinary course of business;

          (6) Liens to secure Indebtedness (including Capital Lease Obligations)
     permitted by clause (4) of paragraph (b) of Section 4.05;

          (7) Liens existing on the Issue Date and Liens the Issuer or any
     Restricted Subsidiary are or may be obligated to create pursuant to
     agreements in existence on the Issue Date;


<PAGE>   24
                                                                              18


          (8) Liens for taxes, assessments or governmental charges or claims
     that are not yet delinquent or that are being contested in good faith by
     appropriate proceedings promptly instituted and diligently concluded,
     provided that any reserve or other appropriate provision as shall be
     required in conformity with GAAP shall have been made therefor;

          (9) Liens incurred in the ordinary course of business of the Issuer or
     any Restricted Subsidiary of the Issuer with respect to obligations that do
     not exceed $50 million at any one time outstanding;

          (10) other Liens incidental to the conduct of the Issuer's and its
     Restricted Subsidiaries' businesses or the ownership of their respective
     property not securing any Indebtedness, and which do not in the aggregate
     materially detract from the value of the Issuer's and its Restricted
     Subsidiaries' property when taken as a whole, or materially impair the use
     thereof in the operation of their respective businesses; and

          (11) Liens on assets of Unrestricted Subsidiaries that secure
     Non-Recourse Debt of Unrestricted Subsidiaries.

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

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

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


<PAGE>   25
                                                                              19


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

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

     "Permitted Venture" means:

          (1) a corporation, partnership or other entity other than a Subsidiary
     of the Issuer engaged in one or more Permitted Businesses in respect of
     which the Issuer or a Restricted Subsidiary (A) beneficially owns at least
     20% of the Capital Stock of such entity and (B) either is a party to an
     agreement providing for one or more parties to such agreement (which may or
     may not be the Issuer or a Subsidiary of the Issuer), or is a member of a
     group that, pursuant to the constituent documents of the applicable
     corporation, partnership or other entity, has the power to direct the
     policies, management and affairs of such entity; or

          (2) GTL, so long as Globalstar is a Permitted Venture and GTL's
     principal asset consists of Equity Interests in Globalstar.

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

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


<PAGE>   26
                                                                              20


     "principal" of a Security means the principal of the Security plus the
premium, if any, payable on the Secu rity which is due or overdue or is to
become due at the relevant time.

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

     "Restricted Payment" with respect to any Person means:

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

          (2) the purchase, redemption or other acquisition or retirement for
     value (including, without limitation, in connection with any merger or
     consolidation involving the Issuer) of any Equity Interests of the Issuer,
     any Restricted Subsidiary of the Issuer or any direct or indirect parent of
     the Issuer;

          (3) the making of any payment on or with respect to, or the purchase,
     redemption, defeasance or other acquisition or retirement for value of any
     Indebtedness that is subordinated to the Securities, except the scheduled
     payment of interest or principal at the Stated Maturity thereof; or

          (4) the making of any Restricted Investment.

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

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

     "Securities" means the Securities issued under this Indenture.


<PAGE>   27
                                                                              21


     "Securities Act" means the Securities Act of 1933, as amended (or any
successor act) and the rules and regulations thereunder.

     "Series C Preferred Stock" means the Issuer's 6% Series C Convertible
Redeemable Preferred Stock due 2007.

     "Significant Subsidiary" means any Subsidiary that would be a "significant
subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated by
the Commission, as such Regulation is in effect on the date hereof, using a
percentage of 5% for such calculations instead of the percentage set forth
therein.

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

     "Subsidiary" means, with respect to any specified Person, any corporation,
partnership, association or other business entity that would be required under
GAAP to be consolidated in the financial statements of such Person or one or
more of the other Subsidiaries of that Person (or a combination thereof).

     "Tangible Net Worth" of any Person as of any date means the Consolidated
Tangible Assets of such Person less the Total Indebtedness of such Person.

     "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. ss.ss. 77aaa-77bbbb)
as in effect on the date of this Indenture, except as provided by Section 9.03.

     "Total Indebtedness" means, at any time of determination, without
duplication, the sum of (1) all Indebtedness of the Issuer and its Restricted
Subsidiaries at such time, (2) the aggregate redemption price of any
Disqualified Stock and (3) the aggregate liquidation preference of any Preferred
Stock of the Issuer's Restricted Subsidiaries, in each case as determined on a
consolidated basis in accordance with GAAP.

     "Trust Officer" means any officer or assistant officer of the Trustee
assigned by the Trustee to administer its corporate trust matters.


<PAGE>   28
                                                                              22


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

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

     "Unrestricted Subsidiary" means any Subsidiary of the Issuer that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a
resolution of the Board of Directors, but only to the extent that such
Subsidiary:

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

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

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

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

          (5) has at least one director on its board of directors that is not a
     director or executive officer of the Issuer or any of its Restricted
     Subsidiaries and has at least one executive officer that is not a director
     or executive officer of the Issuer or any of its Restricted Subsidiaries.

Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary
shall be evidenced to the Trustee by filing with the Trustee a certified copy of
the resolution of the Board of Directors giving effect to such designation and
an Officers' Certificate certifying that such

<PAGE>   29
                                                                              23


designation complied with the preceding conditions and was permitted by Section
4.04. If, at any time, any Unrestricted Subsidiary would fail to meet the
preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease
to be an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted
Subsidiary of the Issuer as of such date and, if such Indebtedness is not
permitted to be incurred as of such date under Section 4.05, the Issuer shall be
in default of such Section. The Board of Directors may at any time designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such
designation shall be deemed to be an incurrence of Indebtedness by a Restricted
Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted
Subsidiary and such designation shall only be permitted if (1) such Indebtedness
is permitted to be incurred under Section 4.05, calculated on a pro forma basis
as if such designation had occurred at the beginning of the four-quarter
reference period or balance sheet date, as applicable, and (2) no Default would
be in existence following such designation.

     "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 or redeemable at the issuer's option.

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

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

          (1) the sum of the products obtained by multiplying (A) the amount of
     each then remaining installment, sinking fund, serial maturity or other
     required payments of principal, including payment at final maturity, in
     respect thereof, by (B) the number of years (calculated to the nearest
     one-twelfth) that will elapse between such date and the making of such
     payment; by

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


<PAGE>   30
                                                                              24


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



                  SECTION 1.02.  Other Definitions.

                                                 Defined in
                           Term                   Section
                           ----                   -------

         "Additional Amounts" ...................  4.15
         "Affected Securities" ..................  3.07
         "Affiliate Transaction" ................  4.10
         "Appendix" .............................  2.01
         "Bankruptcy Law" .......................  6.01
         "Change of Control Payment".............  4.13
         "Change of Control Payment Date"........  4.13
         "Change of Law".........................  3.07
         "covenant defeasance option" ...........  8.01(b)
         "Custodian" ............................  6.01
         "Exchange Securities" ..................  Recital
         "Excess Proceeds".......................  4.14
         "Guarantor".............................  4.11
         "incur".................................  4.05
         "Initial Securities" ...................  Recital
         "Issuer" ...............................  Preamble
         "legal defeasance option" ..............  8.01(b)
         "Legal Holiday" ........................ 10.08
         "Notice of Default" ....................  6.01
         "Paying Agent" .........................  2.03
         "Payment Default".......................  6.01
         "Permitted Debt"........................  4.05
         "Private Exchange Securities" ..........  Recital
         "Relevant Jurisdiction".................  4.15
         "Registrar".............................  2.03
         "Securities" ...........................  Recital
         "Special Tax Redemption"................  3.07
         "Taxes".................................  4.15
         "Trustee" ..............................  Preamble
         "United States Taxes"..................   3.07



<PAGE>   31
                                                                              25


     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 Commission;

     "indenture securities" means the Securities;

     "indenture security holder" means a Holder;

     "indenture to be qualified" means this Indenture;

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

     "obligor" on the indenture securities means the Issuer 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 Commission 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 limita tion;

          (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 balance sheet of the issuer dated such date prepared in
     accordance with GAAP but accretion of principal on such

<PAGE>   32
                                                                              26


     security shall not be deemed to be the incurrence of Indebtedness;

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

          (9) all references to the date the Securities were originally issued
     and, with respect to the covenants set forth in Article IV (and the related
     definitions) references to the Issue Date shall refer to the date the
     Initial Securities were originally issued; and

     (10) the terms "redemption" and "redeemable" shall not be deemed to refer
to Offers to Purchase or to repurchases pursuant to Section 4.13 or similar
offers or repurchases.



<PAGE>   33
                                                                              27


                                    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. Any subsequent
series of Securities and the Trustee's certificate of authentication shall be in
substantially the form of Exhibit A, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution thereof. If
the form of Securities of any series is established by action taken pursuant to
a resolution of the Board, a copy of an appropriate record of such action shall
be certified by the Secretary or an Assistant Secretary of the Issuer and
delivered to the Trustee at or prior to the delivery of the written order of the
Issuer in the form of an Officers' Certificate contemplated by Section 2.02 for
the authentication and delivery of such Securities. 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 Issuer is subject, if any, or usage (provided that any such notation,
legend or endorsement is in a form acceptable to the Issuer). 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. Two Officers shall sign the
Securities for the Issuer by manual or facsimile signature.

     If an Officer whose signature is on a Security no longer holds that office
at the time the Trustee authenti cates the Security, the Security shall be valid
neverthe less.


<PAGE>   34
                                                                              28


     At any time and from time to time after the execution and delivery of this
Indenture, the Issuer may deliver Securities of any series executed by the
Issuer to the Trustee for authentication, together with a written order of the
Issuer in the form of an Officers' Certificate for the authentication and
delivery of such Securities, and the Trustee in accordance with such written
order of the Issuer shall authenticate and deliver such Securities. If the form
or terms of the Securities of the series have been established by or pursuant to
a resolution of the Board as permitted by Section 2.13, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to Section 7.01) shall be fully protected in relying upon, an Opinion
of Counsel stating:

          (1) if the form of such Securities has been established by or pursuant
     to a resolution of the Board, that such form has been established in
     conformity with the provisions of this Indenture;

          (2) if the terms of such Securities have been established by or
     pursuant to a resolution of the Board as permitted by Section 2.13, that
     such terms have been established in conformity with the provisions of this
     Indenture; and

          (3) that such Securities, when authenticated and delivered by the
     Trustee and issued by the Issuer in the manner and subject to any
     conditions specified in such Opinion of Counsel, will constitute valid and
     legally binding obligations of the Issuer 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.

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

     Notwithstanding the provisions of Section 2.13 and the preceding paragraph,
if all Securities of a series are not to be originally issued at one time, it
shall not be necessary to delivery the Officers' Certificate otherwise required
pursuant to Section 2.13 or the written order of

<PAGE>   35
                                                                              29


the Company in the form of an Officers' Certificate and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.

     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 con clusive evidence that the Security has been authenticated under
this Indenture.

     The Trustee shall authenticate and deliver Securities for original issue
upon a written order of the Issuer signed by two Officers or by an Officer and
either an Assistant Treasurer or an Assistant Secretary of the Issuer. 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 Issuer to authenticate the Securities. Unless limited by the terms of such
appoint ment, an authenticating agent may authenticate Securities whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authen tication 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 Issuer 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 Secur ities and of their transfer and exchange. The Issuer may
have one or more co-registrars and one or more additional paying agents. The
term "Paying Agent" includes any addi tional paying agent.

     The Issuer 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 provi
sions of this Indenture that relate to such agent. The Issuer shall notify the
Trustee of the name and address of any such agent. If the Issuer fails to
maintain a Registrar

<PAGE>   36
                                                                              30


or Paying Agent, the Trustee shall act as such and shall be entitled to
appropriate compensation therefor pursuant to Section 7.07. The Issuer or any of
its Wholly Owned Subsidiaries incorporated in the United States may act as
Paying Agent, Registrar, co-registrar or transfer agent.

     The Issuer initially appoints the Trustee as Registrar and Paying Agent in
connection with the Securi ties.

     SECTION 2.04. Paying Agent To Hold Money in Trust. Prior to each due date
of the principal and interest and Liquidated Damages (if any) on any Security,
the Issuer shall deposit with the Paying Agent a sum sufficient to pay such
principal and interest and Liquidated Damages (if any) when so becoming due. The
Issuer 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 Holders or
the Trustee all money held by the Paying Agent for the payment of principal of
or interest and Liquidated Damages (if any) on the Securities and shall notify
the Trustee of any default by the Issuer in making any such payment. If the
Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate
the money held by it as Paying Agent and hold it as a separate trust fund. The
Issuer 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. Holder Lists. The Trustee shall preserve in as current a form
as is reasonably practicable the most recent list available to it of the names
and addresses of the Holders. If the Trustee is not the Registrar, the Issuer
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 the Holders.

     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) (or any
successor provision thereto) 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

<PAGE>   37
                                                                              31


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 Issuer shall execute and the
Trustee shall authenticate Securities at the Registrar's or co-registrar's
request. The Issuer may require payment of a sum sufficient to pay all taxes,
assessments or other governmental charges in connection with any transfer or
exchange pursuant to this Section 2.06. The Issuer 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 presentation for registration of transfer of any Security,
the Issuer, 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 and Liquidated Damages (if any) on such Security and for all other
purposes whatsoever, whether or not such Security is overdue, and none of the
Issuer, 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 Issuer shall issue
and the Trustee shall authenticate a replacement Security if the requirements of
Section 8-405 (or any successor provision thereto) of the Uniform Commercial
Code are met and the Holder satisfies any other reasonable requirements of the
Trustee. Such Holder shall furnish an indemnity bond sufficient in the judgment
of the Issuer and the Trustee to protect the Issuer, 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 Issuer and the Trustee may charge the
Holder for their expenses in replacing a Security.


<PAGE>   38
                                                                              32


     Every replacement Security is an additional obligation of the Issuer.

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

     If a Security is replaced pursuant to Sec tion 2.07, it ceases to be
outstanding unless the Trustee and the Issuer 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 and Liquidated Damages (if any) payable on that date with
respect to the Securities (or portions thereof) to be redeemed or maturing, as
the case may be, then on and after that date such Securities (or portions
thereof) cease to be outstanding and interest and Liquidated Damages (if any) on
them ceases to accrue.

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

     SECTION 2.10 Cancelation. The Issuer 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 may, but shall
not be required to, destroy (subject to the record retention requirements of the
Exchange Act) all Securities surrendered for registration of transfer, exchange,
payment or cancelation unless the Issuer directs the Trustee to deliver canceled
Securities to the Issuer. The Issuer may not issue new Securities to replace
Securities it has redeemed, paid or delivered to the Trustee for cancelation.


<PAGE>   39
                                                                              33


     SECTION 2.11. Defaulted Interest. If the Issuer defaults in a payment of
interest and Liquidated Damages (if any) on the Securities, the Issuer shall pay
defaulted interest and Liquidated Damages (if any) (plus interest on such
defaulted interest and Liquidated Damages (if any) to the extent lawful) in any
lawful manner. The Issuer may pay the defaulted interest and Liquidated Damages
(if any) to the persons who are Holders on a subsequent special record date. The
Issuer 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 Holder a notice that states the special record date, the payment date and
the amount of defaulted interest and Liquidated Damages (if any) to be paid.

     SECTION 2.12. CUSIP Numbers. The Issuer 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. The Issuer shall
promptly notify the Trustee of any change in the CUSIP numbers.

     SECTION 2.13 Amount of Securities; Issuable in Series. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is $500,000,000. The Trustee shall authenticate Securities for
original issuance on January 21, 1999 in the aggregate principal amount of
$350,000,000.

     The Securities may be issued in one or more series. All Securities shall be
identical in all respects other than interest rates, issuance dates and issuance
prices. There shall be established in or pursuant to a resolution of the Board
of Directors and, subject to Section 2.03, set forth, or determined in the
manner provided in an Officers' Certificate, or established in one or more
indentures supplemental hereto, prior to the issuance of Securities of any
series:

          (1) the title of the Securities of the series (which shall distinguish
     the Securities of the series from Securities of any other series);


<PAGE>   40
                                                                              34


          (2) the aggregate principal amount of the Securities of the series
     which may be authenticated and delivered under this Indenture, which shall
     be in aggregate principal amounts of not less than $10 million per series
     and not to exceed $150 million in the aggregate (except for Securities
     authenticated and delivered upon registration of transfer of, or in
     exchange for, or in lieu of, other Securities of the series pursuant to
     Sections 2.06, 2.07 or 2.09 and except for Securities which, pursuant to
     Section 2.02, are deemed never to have been authenticated and delivered
     hereunder);

          (3) the rate at which any Securities of the series shall bear
     interest, the date from which any such interest shall accrue, the interest
     payment dates on which such interest shall be payable and the record date
     for such interest payable on any interest payment Date; and

          (4) if applicable, that any Securities of the series shall be issuable
     in whole or in part in the form or one or more global Securities and, in
     such case, the respective depositories for such Global Securities, the form
     of any legend or legends which shall be borne by any such global Security
     in addition to or in lieu of that set forth in the Appendix and any
     circumstances in addition to or in lieu of those set forth in the Appendix
     in which any such global Security maybe exchanged in whole or in part for
     Securities registered, and any transfer of such global Security in whole or
     in part may be registered, in the name or names of Persons other than the
     depository for such global Security or a nominee thereof.

     All Securities of any one series shall be substantially identical except as
to denomination. All series shall be identical in all respects other than
interest rate and issuance dates.

     If any of the terms of any series are established by action taken pursuant
to a resolution of the Board of Directors, a copy of an appropriate record of
such action shall be certified by the Secretary or any Assistant Secretary of
the Issuer and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate or the supplemental indenture setting forth the terms of
the series.




<PAGE>   41
                                                                              35


                                    ARTICLE 3

                                   Redemption


     SECTION 3.01. Right of Redemption. (a) Except pursuant to paragraph (b) of
this Section 3.01 and as set forth in Section 3.08, the Securities will not be
redeemable at the option of the Issuer prior to January 15, 2003. Thereafter,
the Securities will be redeemable, at the Issuer's option, in whole or in part,
at any time or from time to time, upon not less than 30 nor more than 60 days'
prior notice mailed by first-class mail to each Holder's registered address, at
the following redemption prices (expressed in percentages of principal amount),
plus accrued and unpaid interest, Additional Amounts and Liquidated Damages, if
any, to the applicable redemption date (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment date) if redeemed during the 12-month period commencing on
January 15 of the years set forth below:

<TABLE>
<CAPTION>
                                                            Redemption
         Year                                                  Price
         ----                                                  -----
<S>                                                          <C>
         2003.............................................   104.750%
         2004.............................................   102.375%
         2005 and thereafter..............................   100.000%
</TABLE>


     (b) In addition, at any time and from time to time prior to January 15,
2002, the Issuer may on any one or more occasions redeem up to 35% of the
aggregate principal amount of Securities originally issued under this Indenture
at a redemption price (expressed as a percentage of principal amount) of
109.500%, plus accrued and unpaid interest, Additional Amounts and Liquidated
Damages, if any, to the redemption date, with the net cash proceeds of one or
more Equity Offerings; provided that (1) at least 65% of the aggregate principal
amount of Securities originally issued remain outstanding immediately after each
such redemption (excluding Securities held by the Issuer and its Subsidiaries)
and (2) the redemption must occur within 60 days of the date of the closing of
such Equity Offering.

     (c) In the case of any partial redemption (other than a redemption pursuant
to paragraph (b) of this Section 3.01), 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

<PAGE>   42
                                                                              36


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.

     SECTION 3.02. Notices to Trustee. If the Issuer elects to redeem Securities
pursuant to Section 3.01 or 3.08, it shall notify the Trustee in writing of the
redemption date, the principal amount of Securities to be redeemed and the
section of this Indenture pursuant to which the redemption will occur.

     The Issuer shall give each notice to the Trustee provided for in this
Section 3.02 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 Issuer to the effect that such
redemption will comply with the relevant conditions herein.

     SECTION 3.03. Selection of Securities To Be Redeemed. If less than all the
Securities are to be redeemed at any time (other than pursuant to Section 3.08),
the Trustee shall select the Securities to be redeemed by a method that complies
with the requirements of the principal national securities exchange, if any, on
which the Securities are listed, or if the Securities are not listed, on a pro
rata basis, by lot or by such method as 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
make the selection from outstanding Securities not previously called for
redemption. The Trustee may select for redemption portions of the principal of
Secur ities that have denominations larger than $1,000. Secur ities 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 Issuer promptly of the Securities or portions of
Securities to be redeemed.

     SECTION 3.04. Notice of Redemption. At least 30 days but not more than 60
days before a date for redemp tion of Securities, the Issuer shall mail a notice
of redemption by first-class mail to each Holder of Securities to be redeemed at
such Holder's registered address.


<PAGE>   43
                                                                              37


     The notice shall identify the Securities (including CUSIP number(s), if
any) 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 redemp tion 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 Issuer defaults in making such redemption payment
     or the Paying Agent is pro hibited from making such payment pursuant to the
     terms of this Indenture, interest and Liquidated Damages (if any) on
     Securities (or portion thereof) called for redemption ceases to accrue on
     and after the redemption date;

          (7) the paragraph of the Securities pursuant to which the Securities
     called for redemption are being redeemed; and

          (8) 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 Issuer's request, the Trustee shall give the notice of redemption in
the Issuer's name and at the Issuer's expense. In such event, the Issuer shall
provide the Trustee with the information required by this Section 3.04.

     SECTION 3.05. 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 surren
der to the Paying Agent, such Securities shall be paid at the redemption price
stated in the notice, plus accrued interest and Liquidated Damages (if any) to
the redemption 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.


<PAGE>   44
                                                                              38


     SECTION 3.06. Deposit of Redemption Price. On or prior to the redemption
date, the Issuer shall deposit with the Paying Agent (or, if the Issuer or a
Subsidiary of the Issuer is the Paying Agent, shall segregate and hold in trust)
money sufficient to pay the redemption price of and accrued interest and
Liquidated Damages (if any) 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 Issuer to the Trustee for cancelation.

     SECTION 3.07. Securities Redeemed in Part. Upon surrender of a Security
that is redeemed in part, the Issuer shall execute and the Trustee shall
authenticate for the Holder (at the Issuer's expense) a new Security equal in
principal amount to the unredeemed portion of the Security surrendered.

     SECTION 3.08. Special Tax Redemption. If the Issuer determines, based upon
an Opinion of Counsel, that it has become or would become obligated to pay, on
the next date on which any amount would be payable with respect to a Security
(an "Affected Security" and, collectively, the "Affected Securities"), any
Additional Amounts as a result of a change in or an amendment to the laws
(including any regulations promulgated thereunder) of any Relevant Jurisdiction,
or any change in or amendment to any official position regarding the application
or interpretation of such laws or regulations, which change or amendment becomes
effective on or after the Issue Date and which change shall not have been
disclosed to the public prior to the Issue Date, and that such obligation cannot
be avoided by the Issuer taking reasonable measures available to it, then the
Issuer may redeem, at its option, all the Affected Securities (but, except
pursuant to clause (3) below, not less than all the Affected Securities), on not
less than 30 nor more than 60 days' notice, at 100% of the principal amount
thereof, plus accrued and unpaid interest (if any) and Liquidated Damages (if
any) to the date of redemption (subject to the right of Holders on the relevant
record date to receive interest due on the relevant interest payment date) (such
optional redemption, a "Special Tax Redemption"); provided, however, that (1) no
such notice of redemption may be given earlier than 60 days prior to the
earliest date on which the Issuer would be obligated to pay such Additional
Amounts were a payment in respect of the Securities then due, (2) at the time
any such Special Tax Redemption notice is given, such obligation to pay such
Additional Amounts must remain in effect and (3) the Issuer may redeem the
Affected Securities in part if the Issuer redeems all Affected Securities held
by Holders in respect of which, as a result of the foregoing, the Issuer is or


<PAGE>   45
                                                                              39


would be obligated to pay Additional Amounts based on a withholding tax rate in
excess of 10%. Notwithstanding the foregoing, the Issuer may not redeem the
Affected Securities if the Issuer is obligated to pay any Additional Amounts as
a result of a change in or an amendment to the laws (including regulations
promulgated thereunder), or any change in or amendment to any official position
regarding the application or interpretation of such laws or regulations (any
such change in or amendment to, a "Change of Law"), of a Relevant Jurisdiction
that occurs or is disclosed on or before the six month anniversary of the date
on which such Relevant Jurisdiction became a Relevant Jurisdiction; provided,
however, that if the Issuer reincorporates in the United States and Additional
Amounts are payable with respect to Taxes imposed by the United States or any
political subdivision or taxing authority thereof or therein ("United States
Taxes"), this restriction on the Issuer's ability to redeem the Affected
Securities shall not apply unless the Change of Law occurs or is disclosed
before the date of such reincorporation and shall not apply if, absent such
reincorporation, (1) the Issuer would nonetheless have been required to pay
Additional Amounts with respect to such Affected Securities in respect of such
United States Taxes and (2) without regard to this proviso, the Issuer would
have been entitled to redeem such Affected Securities pursuant to a Special Tax
Redemption as a result of such payment of Additional Amounts.


                                    ARTICLE 4

                                    Covenants

     SECTION 4.01. Intentionally Omitted.

     SECTION 4.02. Payment of Securities. The Issuer shall promptly pay the
principal of and interest and Liquidated Damages (if any) on the Securities on
the dates and in the manner provided in the Securities and in this Indenture.
Principal, interest and Liquidated Damages (if any) shall be considered paid on
the date due if on such date the Trustee or the Paying Agent holds in accordance
with this Indenture money sufficient to pay all principal, interest and
Liquidated Damages (if any) then due.

     The Issuer shall pay interest on overdue principal at the rate specified
therefor in the Securities, and shall pay interest on overdue installments of
interest and Liquidated Damages (if any) at the same rate to the extent lawful.


<PAGE>   46
                                                                              40


     SECTION 4.03. Reports. (a) Whether or not required by the Commission, so
long as any Securities are outstanding, the Issuer shall furnish to the Holders
of Securities, within the time periods specified in the Commission's rules and
regulations:

          (1) all quarterly and annual financial information that would be
     required to be contained in a filing with the Commission on Forms 10-Q and
     10-K (or any successor forms) if the Issuer were required to file such
     Forms, including a "Management's Discussion and Analysis of Financial
     Condition and Results of Operations" that describes the financial condition
     and results of operations of the Issuer and its Subsidiaries and, with
     respect to the annual information only, a report on the annual financial
     statements by the Issuer's certified independent accountants; and

          (2) all current reports that would be required to be filed with the
     Commission on Form 8-K (or any successor form) if the Issuer were required
     to file such reports.

     (b) If the Issuer has designated any of its Subsidiaries as Unrestricted
Subsidiaries, then the quarterly and annual financial information required by
this Section 4.03 shall include selected financial information, either on the
face of the financial statements or in the footnotes thereto, regarding the
financial condition and results of operations of the Issuer and its Restricted
Subsidiaries separate from the financial condition and results of operations of
the Unrestricted Subsidiaries of the Issuer.

     (c) In addition, whether or not required by the Commission, the Issuer
shall file a copy of all information and reports referred to in clauses (1) and
(2) of paragraph (a) of this Section 4.03 with the Commission for public
availability within the time periods specified in the Commission's rules and
regulations (unless the Commission will not accept such a filing) and make such
information available to securities analysts and prospective investors upon
request.

     (d) Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Issuer's
compliance with any of its covenants hereunder

<PAGE>   47
                                                                              41


(as to which the Trustee is entitled to rely exclusively on Officers'
Certificates).

     SECTION 4.04. Restricted Payments. (a) The Issuer shall not, and shall not
permit any Restricted Subsidiary to, directly or indirectly, make a Restricted
Payment, unless, at the time of and after giving effect to such Restricted
Payment:

          (1) no Default or Event of Default shall have occurred and be
     continuing or would occur as a consequence thereof; and

          (2) the Issuer would, at the time of such Restricted Payment and after
     giving pro forma effect thereto as if such Restricted Payment had been made
     at the beginning of the applicable four-quarter period, have been permitted
     to incur at least $1.00 of additional Indebtedness pursuant to either test
     set forth in the proviso to paragraph (a) of Section 4.05; and

          (3) such Restricted Payment, together with the aggregate amount of all
     other Restricted Payments made by the Issuer and its Restricted
     Subsidiaries after the Issue Date (excluding Restricted Payments permitted
     by clauses (2), (3), (4) and (6) of paragraph (b) of this Section 4.04) is
     less than the sum, without duplication, of:

               (A) 50% of the Consolidated Net Income of the Issuer for the
          period (taken as one accounting period) from the beginning of the
          first fiscal quarter commencing after the Issue Date to the end of the
          Issuer's most recently ended fiscal quarter for which internal
          financial statements are available at the time of such Restricted
          Payment (or, if such Consolidated Net Income for such period is a
          deficit, less 100% of such deficit); plus

               (B) 100% of the aggregate net cash proceeds received by the
          Issuer since the Issue Date as a contribution to its common equity
          capital or from the issue or sale of Equity Interests of the Issuer
          (other than Disqualified Stock) or from the issue or sale of
          Disqualified Stock or debt securities of the Issuer that have been
          converted into or exchanged for such Equity Interests (other than
          Equity Interests (or Disqualified Stock or convertible debt
          securities) sold to a Subsidiary

<PAGE>   48
                                                                              42


          of the Issuer), except to the extent such net cash proceeds are used
          to increase the amount of dividends on Preferred Stock of the Issuer
          or the amount of Restricted Investments that may be made pursuant to
          clause (7) of paragraph (b) of this Section 4.04; plus

               (C) 100% of the fair market value (as determined by the Board of
          Directors and evidenced by a resolution of the Board of Directors set
          forth in an Officers' Certificate delivered to the Trustee) of assets
          used or useful in a Permitted Business received by the Issuer since
          the Issue Date as a contribution to its common equity capital or from
          the issue or sale of Equity Interests of the Issuer (other than
          Disqualified Stock); plus

               (D) to the extent not already included in Consolidated Net Income
          of the Issuer for such period, if any Restricted Investment that was
          made by the Issuer or any Restricted Subsidiary after the Issue Date
          is sold for cash or otherwise liquidated or repaid for cash, the
          lesser of (i) the cash return of capital with respect to such
          Restricted Investment (less the cost of disposition, if any) and (ii)
          the initial amount of such Restricted Investment or designated amount
          of Unrestricted Subsidiary; plus

               (E) to the extent that any Unrestricted Subsidiary is designated
          by the Issuer as a Restricted Subsidiary after the Issue Date, an
          amount equal to the lesser of (i) the net book value of the Issuer's
          Investment in such Unrestricted Subsidiary at the time of such
          designation and (ii) the fair market value of the Issuer's Investment
          in such Unrestricted Subsidiary at the time of such designation.


     (b) The preceding paragraph (a) shall not prohibit:

          (1) the payment of any dividend within 60 days after the date of
     declaration thereof, if at said date of declaration such payment would have
     complied with the provisions of this Indenture;

          (2) the redemption, repurchase, retirement, defeasance or other
     acquisition of any subordinated Indebtedness of the Issuer or of any Equity
     Interests

<PAGE>   49
                                                                              43


     of the Issuer or any Restricted Subsidiary in exchange for, or out of the
     net cash proceeds of the substantially concurrent sale (other than to a
     Subsidiary of the Issuer) of, Equity Interests of the Issuer (other than
     Disqualified Stock); provided that the amount of any such net cash proceeds
     that are utilized for any such redemption, repurchase, retirement,
     defeasance or other acquisition shall be excluded from clause (3)(B) of
     paragraph (a) of this Section 4.04;

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

          (4) the payment of any dividend or distribution by a Restricted
     Subsidiary of the Issuer to the holders of its common Equity Interests so
     long as the Issuer or such Restricted Subsidiary receives at least its pro
     rata share (and in like form) of such dividend or distribution in
     accordance with its common Equity Interests;

          (5) the repurchase, redemption or other acquisition or retirement for
     value of any Equity Interests of the Issuer or any Restricted Subsidiary of
     the Issuer held by any employee of the Issuer or a Restricted Subsidiary or
     member of the Issuer's (or any of its Restricted Subsidiaries') management
     pursuant to any equity subscription agreement or stock option agreement;
     provided that the aggregate price paid for all such repurchased, redeemed,
     acquired or retired Equity Interests shall not exceed $10 million;

          (6) the purchase by a Restricted Subsidiary of shares of Capital Stock
     of the Issuer from the Issuer or the deemed repurchase of Capital Stock by
     the Issuer or a Restricted Subsidiary on the exercise of stock options;

          (7) payments of dividends by the Issuer on Preferred Stock of the
     Issuer or the making of Restricted Investments by the Issuer or any
     Restricted Subsidiary in an aggregate amount not to exceed 100% of the
     aggregate net cash proceeds received by the Issuer since the Issue Date
     from the issue or sale of Equity Interests of the Issuer (other than
     Disqualified Stock); provided that the amount of any such net cash proceeds
     that are utilized for any such dividend

<PAGE>   50
                                                                              44


     payment or Restricted Investment shall be excluded from clause (3)(B) of
     paragraph (a) of this Section 4.04;

          (8) the purchase by the Issuer or a Restricted Subsidiary of Equity
     Interests in a Restricted Subsidiary from another Person;

          (9) scheduled dividends payable on the Series C Preferred Stock;

          (10) payment of dividends on Preferred Stock of a Restricted
     Subsidiary; and

          (11) other Restricted Payments in an aggregate principal amount not to
     exceed $25 million;

provided that the Issuer shall not and shall not permit any of its Restricted
Subsidiaries to make any Restricted Payment contemplated by clauses (2) through
(10) above so long as a Default has occurred and is continuing.

     (c) The amount of all Restricted Payments (other than cash) shall be the
fair market value on the date of the Restricted Payment of the assets or
securities proposed to be transferred or issued to or by the Issuer or a
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
The fair market value of any assets or securities that are required to be valued
by this Section 4.04 shall be either (1) determined by the Board of Directors,
whose resolution with respect thereto shall be delivered to the Trustee or (2)
based upon an opinion or appraisal issued by an accounting, appraisal or
investment banking firm of international standing if the fair market value
exceeds $25 million. Not later than the date of making any Restricted Payment,
the Issuer shall deliver to the Trustee an Officers' Certificate stating that
such Restricted Payment is permitted and setting forth the basis upon which the
calculations required by this Section 4.04 were computed, together with a copy
of any fairness opinion or appraisal required by this Section 4.04.

     SECTION 4.05. Incurrence of Indebtedness and Issuance of Preferred Stock.
(a) The Issuer shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt), and the Issuer shall not issue any Disqualified Stock and shall not
permit any of its Restricted Subsidiaries to issue any shares of Preferred
Stock; provided, however, that the

<PAGE>   51
                                                                              45


Issuer or any Restricted Subsidiary may incur Indebtedness (including Acquired
Debt), and the Issuer may issue Disqualified Stock, and any Restricted
Subsidiary may issue Preferred Stock, if, after giving effect to the incurrence
of such Indebtedness or the issuance of such Disqualified Stock or Preferred
Stock and the application of the proceeds thereof, no Default would occur as a
consequence of such incurrence or issuance or be continuing following such
incurrence or issuance and either (1) the Consolidated Leverage Ratio of the
Issuer would be less than 5.0 to 1.0, or (2) the Issuer's Consolidated Capital
Ratio as of the most recent available quarterly or annual balance sheet is less
than 2.0 to 1.0.

     (b) Nothing contained in paragraph (a) of this Section 4.05 shall prohibit
the incurrence of any of the following items of Indebtedness (collectively,
"Permitted Debt"):

          (1) the incurrence by the Issuer and its Restricted Subsidiaries of
     additional Indebtedness and letters of credit pursuant to Credit Facilities
     in an aggregate principal amount at any one time outstanding under this
     clause (1) not to exceed $850 million as of such date of incurrence less
     the aggregate amount of all Net Proceeds of Asset Sales applied to repay
     term Indebtedness outstanding under one or more Credit Facilities pursuant
     to clause (1) of paragraph (b) of Section 4.14;

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

          (3) the incurrence by the Issuer of Indebtedness represented by the
     Securities to be issued on the Issue Date;

          (4) the issuance by a Subsidiary of Preferred Stock or the incurrence
     by the Issuer's Subsidiaries of Non-Recourse Debt (including Acquired Debt
     that constitutes Non-Recourse Debt); provided, however, that if any such
     Indebtedness ceases to be Non-Recourse Debt of a Subsidiary, such event
     shall be deemed to constitute an incurrence of Indebtedness by a Restricted
     Subsidiary of the Issuer that was not permitted by this clause (4);

          (5) the incurrence by the Issuer or any of its Restricted Subsidiaries
     of Permitted Refinancing Indebtedness in exchange for, or the net proceeds
     of which are used to refund, refinance or replace Indebtedness (other than
     intercompany Indebtedness)

<PAGE>   52
                                                                              46


     that was permitted by this Indenture to be incurred under paragraph (a) of
     this Section 4.05 or clauses (2), (3) or this clause (5) of this paragraph
     (b);

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

               (A) if the Issuer is the obligor on such Indebtedness, such
          Indebtedness must be expressly subordinated to all Obligations with
          respect to the Securities and this Indenture; and

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

          (7) the incurrence by the Issuer or any of its Restricted Subsidiaries
     of Hedging Obligations that are incurred for the purpose of fixing or
     hedging interest rate risk or currency exchange rate risk;

          (8) the accrual of interest, the accretion or amortization of original
     issue discount, the payment of interest on any Indebtedness in the form of
     additional Indebtedness with the same terms, and the payment of dividends
     on Disqualified Stock or Preferred Stock in the form of additional shares
     of the same class of Disqualified Stock or Preferred Stock, as the case may
     be, will not be deemed to be an incurrence of Indebtedness or an issuance
     of Disqualified Stock or Preferred Stock for purposes of this Section 4.05;

          (9) the incurrence by the Issuer or any of its Restricted Subsidiaries
     of additional Indebtedness in an aggregate principal amount (or accreted
     value, as applicable) at any time outstanding, including all Permitted
     Refinancing Indebtedness incurred to refund, refinance or replace any
     Indebtedness incurred pursuant to this clause (9), not to exceed $50
     million; or


<PAGE>   53
                                                                              47


          (10) the incurrence by Restricted Subsidiaries of Guarantees of
     Indebtedness of the Issuer or any Restricted Subsidiary that is not
     subordinated to the Securities.

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

     (d) For purposes of determining compliance with this Section 4.05, in the
event that an item of proposed Indebtedness meets the criteria of more than one
of the categories of Permitted Debt described in clauses (1) through (10) of
paragraph (b) of this Section 4.05, or is entitled to be incurred pursuant to
paragraph (a) of this Section 4.05, the Issuer shall be permitted to classify
such item of Indebtedness on the date of its incurrence in any manner that
complies with this Section 4.05.

     SECTION 4.06. Liens. The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume or
suffer to exist any Lien of any kind on any asset now owned or hereafter
acquired, except Permitted Liens.

     SECTION 4.07. Sale and Leaseback Transactions. The Issuer shall not, and
shall not permit any of its Restricted Subsidiaries to, enter into any Sale and
Leaseback Transaction; provided that the Issuer or any Restricted Subsidiary may
enter into a Sale and Leaseback Transaction if:

          (1) the Issuer or such Restricted Subsidiary, as applicable, could
     have (A) incurred Indebtedness in an amount equal to the Attributable Debt
     relating to such Sale and Leaseback Transaction under Section 4.05 and (B)
     incurred a Lien to secure such Indebtedness pursuant to Section 4.06;

          (2) the gross cash proceeds of such Sale and Leaseback Transaction are
     at least equal to the fair market value, as determined in good faith by the
     Board of Directors and set forth in an Officers' Certificate

<PAGE>   54
                                                                              48


     delivered to the Trustee, of the property that is the subject of such Sale
     and Leaseback Transaction; and

          (3) the transaction complies with Section 4.14.

     SECTION 4.08. Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries. (a) The Issuer shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, create or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to:

          (1) pay dividends or make any other distributions on its Capital Stock
     to the Issuer or any of its Restricted Subsidiaries, or with respect to any
     other interest or participation in, or measured by, its profits, or pay any
     indebtedness owed to the Issuer or any of its Restricted Subsidiaries;

          (2) make loans or advances to the Issuer or any of its Restricted
     Subsidiaries; or

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

     (b) The restrictions set forth in paragraph (a) of this Section 4.08 shall
not apply to encumbrances or restrictions existing under or by reason of:

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

          (2) any customary (as conclusively determined in good faith by the
     Chief Financial Officer of the Issuer) encumbrance or restriction
     applicable to the Issuer or a Restricted Subsidiary that is contained in an
     agreement or instrument governing or relating to Indebtedness of the Issuer
     or Indebtedness contained in any Credit Facilities or Indebtedness incurred
     pursuant to clause (4) of paragraph (b) of Section 4.05; provided that,
     other than with respect to Preferred Stock of a Subsidiary or Non-Recourse
     Debt of a

<PAGE>   55
                                                                              49


     Subsidiary (including Non-Recourse Debt that is Acquired Debt), such
     encumbrances and restrictions permit the distribution of funds to the
     Issuer in an amount sufficient for the Issuer to make the timely payment of
     interest, premium (if any), Liquidated Damages (if any) and principal
     (whether at stated maturity, by way of a sinking fund applicable thereto,
     by way of any mandatory redemption, defeasance, retirement or repurchase
     thereof, including upon the occurrence of designated events or
     circumstances or by virtue of acceleration upon an event of default, or by
     way of redemption or retirement at the option of the holder of the
     Indebtedness, including pursuant to offers to purchase) according to the
     terms of this Indenture and the Securities and other Indebtedness that is
     solely an obligation of the Issuer, but provided further that such
     agreement may nevertheless contain customary (as so determined) net worth,
     leverage, invested capital and other financial covenants, customary (as so
     determined) covenants regarding the merger of or sale of all or any
     substantial part of the assets of the Issuer or any Restricted Subsidiary,
     customary (as so determined) restrictions on transactions with affiliates
     and customary (as so determined) subordination provisions governing
     Indebtedness owed to the Issuer or any Restricted Subsidiary;

          (3) the Credit Agreement as in effect on the Issue Date and any
     amendments, modifications, restatements, renewals, increases, supplements,
     refundings, replacements or refinancings thereof; provided that such
     amendments, modifications, restatements, renewals, increases, supplements,
     refundings, replacement or refinancings are no more restrictive, taken as a
     whole, with respect to such dividend and other payment restrictions than
     those contained in such Credit Agreement, as in effect on the Issue Date;

          (4) this Indenture and the Securities;

          (5) applicable law;

          (6) any instrument governing Indebtedness or Capital Stock of a Person
     acquired by the Issuer or any of its Restricted Subsidiaries as in effect
     at the time of such acquisition (except to the extent such Indebtedness was
     incurred in connection with or in contemplation of such acquisition), which
     encumbrance or restriction is not applicable to any Person, or the
     properties or assets of any Person, other than the

<PAGE>   56
                                                                              50


     Person, or the property or assets of the Person, so acquired; provided
     that, in the case of Indebtedness, such Indebtedness was permitted by the
     terms of this Indenture to be incurred;

          (7) customary non-assignment provisions in leases entered into in the
     ordinary course of business and consistent with past practices;

          (8) purchase money obligations for property acquired in the ordinary
     course of business that impose restrictions on the property so acquired of
     the nature described in clause (3) of paragraph (a) of this Section 4.08;

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

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

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

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

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

     SECTION 4.09. Designation of Restricted and Unrestricted Subsidiaries. The
Board of Directors may designate any Restricted Subsidiary to be an Unrestricted
Subsidiary if that designation would not cause a Default. If a Restricted
Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair
market value of all outstanding Investments owned by the Issuer and its
Restricted Subsidiaries in the Subsidiary so designated will be deemed to be an
Investment made as of the time of such designation and will reduce the amount
available for

<PAGE>   57
                                                                              51


Restricted Payments under paragraph (a) of Section 4.04 or reduce the amount
available for future Investments under one or more clauses of the definition of
Permitted Investments set forth in Section 1.01, as the Issuer shall determine.
That designation will only be permitted if such Investment would be permitted at
that time and if such Restricted Subsidiary otherwise meets the definition of an
Unrestricted Subsidiary set forth in Section 1.01. The Board of Directors may
redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if the
redesignation would not cause a Default.

     SECTION 4.10. Transactions with Affiliates. (a) The Issuer shall not, and
shall not permit any of its Restricted Subsidiaries to, make any payment to, or
sell, lease, transfer or otherwise dispose of any of its properties or assets
to, or purchase any property or assets from, or enter into or make or amend any
transaction, contract, agreement, understanding, loan, advance or guarantee
with, or for the benefit of, any Affiliate (each, an "Affiliate Transaction"),
unless:

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

          (2) the Issuer delivers to the Trustee with respect to any Affiliate
     Transaction or series of related Affiliate Transactions involving aggregate
     consideration in excess of $15 million, either (A) a resolution of the
     Board of Directors set forth in an Officers' Certificate certifying that
     such Affiliate Transaction complies with this Section 4.10 and that such
     Affiliate Transaction has been approved by a majority of the disinterested
     members of the Board of Directors or (B) an opinion as to the fairness to
     the Holders of such Affiliate Transaction from a financial point of view
     issued by an accounting, appraisal or investment banking firm of
     international standing.


<PAGE>   58
                                                                              52


     (b) The following items shall not be deemed to be Affiliate Transactions
and, therefore, shall not be subject, except as set forth below, to the
provisions of paragraph (a) of this Section 4.10:

          (1) any employment agreement entered into by the Issuer or any of its
     Restricted Subsidiaries in the ordinary course of business and consistent
     with the past practice of the Issuer or such Restricted Subsidiary, as the
     case may be;

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

          (3) any sale or other issuance of Equity Interests (other than
     Disqualified Stock) of the Issuer;

          (4) payment of reasonable directors fees to Persons who are not
     otherwise Affiliates of the Issuer;

          (5) Restricted Payments that are permitted by, and Permitted
     Investments that are not prohibited by, Section 4.04; and

          (6) transactions between the Company and/or its Restricted
     Subsidiaries, on the one hand, and a Permitted Venture, on the other hand,
     provided that the condition set forth in clause (1) of paragraph (a) of
     this Section 4.10 is satisfied.

     SECTION 4.11. Limitation on Issuances of Guarantees of Indebtedness. (a)
The Issuer shall not permit any of its Restricted Subsidiaries, directly or
indirectly, to Guarantee or pledge any assets to secure the payment of any other
Indebtedness of the Issuer unless such Restricted Subsidiary simultaneously
executes and delivers a supplemental indenture to this Indenture providing for
the Guarantee of the payment of the Securities by such Restricted Subsidiary (a
"Guarantor"), which Guarantee shall (1) be senior to or pari passu with such
Restricted Subsidiary's Guarantee of or pledge to secure such other Indebtedness
and (2) remain in effect for so long as the Guarantee or pledge to secure such
other Indebtedness remains in effect.

     (b) No Guarantor shall incur any Indebtedness (including Permitted Debt)
that is contractually subordinated in right of payment to any other Indebtedness
of such Guarantor unless such Indebtedness is also contractually subordinated in
right of payment to such Guarantor's Guarantee of the Securities on
substantially

<PAGE>   59
                                                                              53


identical terms; provided, however, that no Indebtedness of a Guarantor shall be
deemed to be contractually subordinated in right of payment to any other
Indebtedness of such Guarantor solely by virtue of being unsecured.

     SECTION 4.12. Business Activities. The Issuer shall not, and shall not
permit any Restricted Subsidiary to, engage in any business other than Permitted
Businesses, except to the extent as would not be material to the Issuer and its
Restricted Subsidiaries, taken as a whole.

     SECTION 4.13. Change of Control. (a) If a Change of Control occurs, each
Holder of Securities shall have the right to require the Issuer to repurchase
all or any part (equal to $1,000 or an integral multiple thereof) of that
Holder's Securities pursuant to a Change of Control Offer to Purchase. In the
Change of Control Offer to Purchase, the Issuer shall offer a payment (a "Change
of Control Payment") in cash equal to 101% of the aggregate principal amount of
the Securities to be repurchased plus accrued and unpaid interest thereon and
Liquidated Damages (if any), to the date of purchase. Within ten days following
any Change of Control, the Issuer shall mail a notice to each Holder describing
the transaction or transactions that constitute the Change of Control and
offering to repurchase Securities on the date (the "Change of Control Payment
Date") specified in such notice, pursuant to the procedures required by this
Indenture and described in such notice. The Issuer shall comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws
and regulations thereunder to the extent such laws and regulations are
applicable in connection with the repurchase of the Securities as a result of a
Change of Control. To the extent that the provisions of any securities laws or
regulations conflict with this Section 4.13 or the requirements set forth in the
definition of Offer to Purchase, the Issuer shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under the provisions of this Section 4.13 or such definition by
virtue of such conflict.

     (b) On the Change of Control Payment Date, the Issuer shall, to the extent
lawful:

          (1) accept for payment all Securities or portions thereof properly
     tendered pursuant to the Change of Control Offer;


<PAGE>   60
                                                                              54


          (2) deposit with the Paying Agent an amount equal to the Change of
     Control Payment in respect of all Securities or portions thereof so
     tendered; and

          (3) deliver or cause to be delivered to the Trustee the Securities so
     accepted together with an Officers' Certificate stating the aggregate
     principal amount of Securities or portions thereof being purchased by the
     Issuer.

     (c) The Paying Agent shall promptly mail to each Holder of Securities so
tendered the Change of Control Payment for such Securities, and the Trustee
shall promptly authenticate and mail (or cause to be transferred by book entry)
to each Holder a new Security equal in principal amount to any unpurchased
portion of the Securities surrendered, if any; provided that each such new
Security will be in a principal amount of $1,000 or an integral multiple
thereof.

     (d) The Issuer shall publicly announce the results of the Change of Control
Offer on or as soon as practicable after the Change of Control Payment Date.

     (e) The Issuer shall not be required to make a Change of Control Offer to
Purchase upon a Change of Control if a third party makes the Change of Control
Offer to Purchase in the manner, at the times and otherwise in compliance with
the requirements set forth in this Section 4.13 applicable to a Change of
Control Offer to Purchase made by the Issuer and purchases all Securities
validly tendered and not withdrawn under such Change of Control Offer.

     SECTION 4.14. Asset Sales. (a) The Issuer shall not, and shall not permit
any Restricted Subsidiary to, consummate an Asset Sale unless:

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

          (2) such fair market value is (A) determined by two Officers of the
     Issuer if the fair market value is less than $25 million or (B) determined
     by the Board of Directors and evidenced by a resolution of the Board of
     Directors if the fair market value is $25 million or greater, and, in each
     case, such fair market value is

<PAGE>   61
                                                                              55


     set forth in an Officers' Certificate delivered to the Trustee; and

          (3) at least 75% of the consideration therefor received by the Issuer
     or such Restricted Subsidiary is in the form of cash or Cash Equivalents.
     Only for purposes of this clause (3), each of the following shall be deemed
     to be cash:

               (A) any liabilities (as shown on the Issuer's or such Restricted
          Subsidiary's most recent balance sheet), of the Issuer or any
          Restricted Subsidiary (other than contingent liabilities and
          liabilities that are by their terms subordinated to the Securities)
          that are assumed by the transferee of any such assets pursuant to a
          customary novation agreement that releases the Issuer or such
          Restricted Subsidiary from further liability;

               (B) any securities, notes or other obligations received by the
          Issuer or any such Restricted Subsidiary from such transferee that are
          contemporaneously (subject to ordinary settlement periods) converted
          by the Issuer or such Restricted Subsidiary into cash (to the extent
          of the cash received in that conversion);

               (C) any assets described in clause (2) or (4) of paragraph (b) of
          this Section 4.14;

               (D) Marketable Securities; and

               (E) Designated Other Permitted Consideration; provided that the
          aggregate fair market value (as determined pursuant to clause (2)
          above) of such Designated Other Permitted Consideration, taken
          together with the fair market value at the time of receipt of all
          other Designated Other Permitted Consideration received pursuant to
          this clause (E), less the amount of net cash proceeds previously
          realized in cash from prior Designated Other Permitted Consideration
          is less than 5% of the Issuer's Consolidated Tangible Assets at the
          time of the receipt of such Designated Other Permitted Consideration
          (with the fair market value of each item of Designated Other Permitted
          Consideration being measured at the time received and without giving
          effect to subsequent changes in value).


<PAGE>   62
                                                                              56


     (b) Within 360 days after the receipt of any Net Proceeds from an Asset
Sale, the Issuer may apply (or, in the case of clause (2), (3) or (4) below,
enter into a binding commitment to apply) such Net Proceeds:

          (1) to repay Indebtedness of the Issuer or any Restricted Subsidiary
     which is not subordinated to the Securities;

          (2) to acquire all or substantially all of the assets of, or a
     majority of the Voting Stock of, another Permitted Business or to purchase
     Equity Interests of a Restricted Subsidiary from another Person;

          (3) to make a capital expenditure in a Permitted Business or to make
     an Investment in a Permitted Venture; or

          (4) to acquire or to acquire the right to use other long-term assets
     that are used or useful in a Permitted Business.

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

     (d) Any Net Proceeds from Asset Sales that are not applied or invested as
provided in paragraph (b) of this Section 4.14 shall constitute "Excess
Proceeds." When the aggregate amount of Excess Proceeds exceeds $15 million, the
Issuer shall make an Offer to Purchase to all Holders of Securities and all
holders of other Indebtedness that is pari passu with the Securities containing
provisions similar to those set forth in this Indenture with respect to offers
to purchase or redeem with the proceeds of sales of assets to purchase the
maximum principal amount of Securities and such other pari passu Indebtedness
that may be purchased out of the Excess Proceeds. The offer price in any Offer
to Purchase shall be equal to 100% of principal amount plus accrued and unpaid
interest and Liquidated Damages (if any) to the date of purchase, and shall be
payable in cash. If any Excess Proceeds remain after consummation of an Offer to
Purchase, the Issuer may use such Excess Proceeds for any purpose not otherwise
prohibited by this Indenture. If the aggregate principal amount of Securities
and such other pari passu Indebtedness tendered into such Offer to Purchase
exceeds the amount of Excess Proceeds, the Trustee shall select the Securities
and such other pari passu Indebtedness to be purchased on a pro rata basis based
on the principal

<PAGE>   63
                                                                              57


amount of Securities and such other pari passu Indebtedness tendered. Upon
completion of each Offer to Purchase required by this Section 4.14, the amount
of Excess Proceeds shall be reset at zero.

     (e) The Issuer shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with each
repurchase of Securities required by this Section 4.14. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
this Section 4.14 or the definition of the Offer to Purchase, the Issuer shall
comply with the applicable securities laws and regulations and shall not be
deemed to have breached its obligations under the provisions of this Section
4.14 or such definition by virtue of such conflict.

     SECTION 4.15. Additional Amounts. (a) All payments of principal of,
premium, if any, Liquidated Damages, if any, and interest on each Security will
be made free and clear of, and without withholding or deduction for, any present
or future taxes, duties, assessments or governmental charges of whatever nature
(collectively, "Taxes") imposed, levied, collected, withheld or assessed by or
within any jurisdiction in which the Issuer is then incorporated (or the
jurisdiction of incorporation of any successor of the Issuer) or any other
jurisdiction in which the Issuer (or such successor) is resident for tax
purposes or any political subdivision or taxing authority thereof or therein
(hereinafter, a "Relevant Jurisdiction"), unless such withholding or deduction
is required by law or by regulation or governmental policy having the force of
law. In the event that any such withholding or deduction in respect of
principal, premium, if any, Liquidated Damages, if any, or interest is so
required, the Issuer, or any successor, shall pay such additional amounts
("Additional Amounts") as will result in receipt by each Holder of a Security of
such gross amount as would have been received by such Holder or the beneficial
owner with respect to such Security, as applicable, had no such withholding or
deduction (including any withholding or deduction applicable to Additional
Amounts payable) been required, except that no Additional Amounts will be
payable for or on account of:

          (1) Taxes that would not have been imposed but for

               (A) the existence of any present or former connection between
          such Holder or such beneficial owner (or between a fiduciary, settlor,
          beneficiary, member or shareholder of, or

<PAGE>   64
                                                                              58


          possessor of a power over, such Holder, if such Holder is an estate,
          trust, partnership or corporation) and the Relevant Jurisdiction,
          including such Holder (or such fiduciary, settlor, beneficiary,
          member, shareholder or possessor) being or having been a national,
          domiciliary or resident of or treated as a resident thereof or being
          or having been present or engaged in a trade or business therein or
          having had a permanent establishment therein; or

               (B) Section 881(c)(3)(A) of the Code (or any successor
          provision);

          (2) any estate, inheritance, gift, sale, transfer or similar tax,
     assessment or other governmental charge;

          (3) any Tax that is imposed or withheld by reason of the failure of
     the Holder or beneficial owner of a Security to timely comply with a
     request of the Issuer, addressed to the Holder (A) to provide reasonably
     required or requested information concerning the nationality, residence or
     identity of the Holder or such beneficial owner or (B) to make any
     reasonably required or requested declaration, filing or claim or satisfy
     any reasonably required or requested information or reporting requirement,
     which, in the case of (A) or (B), is required or imposed by statute,
     treaty, regulation or administrative practice of the taxing jurisdiction as
     a precondition to exemption from all or part of such Tax; provided,
     however, that (i) providing information required by Internal Revenue
     Service Forms W-8, 1001 and 4224 and any successors thereto and (ii) the
     execution and delivery of such forms is deemed to be reasonably required or
     requested; or

          (4) any combination of (1), (2) and (3);

nor shall Additional Amounts be paid with respect to payment of the principal of
or any premium or interest on any such Security, to any Holder (including any
fiduciary or partnership) to the extent that the beneficial owner would not have
been entitled to such Additional Amounts had it been the Holder of the Security.

     (b) Where required by applicable law, the Issuer or any Paying Agent, as
the case may be, shall also (1) make such withholding or deduction in respect of
any Taxes and (2) remit the full amount withheld or deducted to the

<PAGE>   65
                                                                              59


relevant authority in accordance with applicable law. The Issuer shall furnish
to each Holder of Securities, within 30 days after the date the payment of any
Taxes is due pursuant to applicable law, certified copies of tax receipts
satisfactory to the Trustee evidencing such payment by the Issuer.

     (c) Whenever there is mentioned in any context the payment of principal of
or any premium or interest on, or in respect of, a Security, or the net proceeds
received from the Issuer on the sale or exchange of any Security, such mention
shall be deemed to include mention of the payment of Additional Amounts provided
for in this Section 4.15 to the extent that, in such context, Additional Amounts
are, were, or would be payable in respect thereof pursuant to this Section 4.15.

     (d) The Issuer shall pay any present or future stamp, court or documentary
taxes or any other excise or property taxes, charges, or similar levies that
arise in any jurisdiction from the execution, delivery, enforcement or
registration of the Securities or any other document or instrument relating
thereto, or the receipt of any payments with respect to the Securities,
excluding such taxes, charges, or similar levies imposed by any jurisdiction
outside of any jurisdiction in which the Issuer or the Paying Agent is located
or incorporated (except those resulting from or required to be paid in
connection with, the enforcement of the Securities or any other such document or
instrument following the occurrence of any Event of Default with respect to the
Securities), and shall indemnify the Holders for any such taxes paid by such
Holders.

     (e) The foregoing obligations shall survive any termination, defeasance or
discharge of this Indenture.

     SECTION 4.16. (a) Compliance Certificate; Statement by Officers as to
Default. The Issuer shall deliver to the Trustee within 120 days after the end
of each fiscal year of the Issuer an Officers' Certificate, one of the signers
of which shall be the principal executive, principal financial or principal
accounting officer of the Issuer, stating that in the course of the performance
by the signers of their duties as Officers of the Issuer 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 Issuer are taking or propose to take
with respect thereto. The Issuer also shall comply with TIA ss. 314(a)(4).


<PAGE>   66
                                                                              60


     (b) The Issuer shall deliver to the Trustee, as soon as possible and in any
event within five days after the Issuer becomes aware of the occurrence of any
Event of Default or an event which, with notice or the lapse of time or both,
would constitute an Event of Default, an Officers' Certificate setting forth the
details of such Event of Default or Default and the action which the Issuer
proposes to take with respect thereto.

     SECTION 4.17. Further Instruments and Acts. Upon request of the Trustee,
the Issuer 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

                     Merger, Consolidation or Sale of Assets


     SECTION 5.01. When Issuer May Merge, Consolidate or Sell Assets. (a) The
Issuer shall not, directly or indirectly: (x) consolidate or merge with or into
another Person (whether or not the Issuer is the surviving corporation); or (y)
sell, assign, transfer, convey or otherwise dispose of all or substantially all
of the properties or assets of the Issuer and its Restricted Subsidiaries, taken
as a whole, in one or more related transactions, to another Person, unless:

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

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

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


<PAGE>   67
                                                                              61


          (4) the Issuer or the Person formed by or surviving any such
     consolidation or merger or to which such sale, assignment, transfer,
     conveyance or other disposition shall have been made (if other than the
     Issuer):

               (A) will have Consolidated Net Worth immediately after the
          transaction equal to or greater than the Consolidated Net Worth of the
          Issuer immediately preceding the transaction; and

               (B) will, on the date of such transaction after giving pro forma
          effect thereto and any related financing transactions as if the same
          had occurred at the beginning of the applicable four-quarter period or
          balance sheet date, as applicable, be permitted to incur at least
          $1.00 of additional Indebtedness pursuant to at least one of the tests
          set forth in the proviso to paragraph (a) of Section 4.05.

     (b) In addition, the Issuer shall not, directly or indirectly, lease all or
substantially all of its properties or assets in one or more related
transactions, to any other Person.

     (c) When a successor corporation, trustee, paying agent or registrar
assumes all of the obligations of its predecessor under the Securities and this
Indenture, the predecessor shall be released from those obligations.

     (d) This Section 5.01 shall not apply to a sale, assignment, transfer,
conveyance or other disposition of assets between or among the Issuer and any of
its Restricted Subsidiaries.


                                    ARTICLE 6

                              Defaults and Remedies


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

          (1) the Issuer defaults in any payment of interest or Liquidated
     Damages (if any) on any Security when the same becomes due and payable, and
     such default continues for a period of 30 days;


<PAGE>   68
                                                                              62


          (2) the Issuer defaults in the payment of the principal of, or
     premium, if any, on any Security when the same becomes due and payable at
     its Stated Maturity, upon optional redemption, upon required repurchase,
     upon declaration or otherwise;

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

          (4) the Issuer fails to comply Section 4.04, Section 4.05, Section
     4.13 or Section 4.14 and such failure continues for 30 days after the
     notice specified below;

          (5) the Issuer or any of its Restricted Subsidiaries fails to comply
     with any of their agreements in the Securities or this Indenture (other
     than those referred to in clause (1), (2), (3) or (4) above) and such
     failure continues for 60 days after the notice specified below;

          (6) the Issuer or any of its Restricted Subsidiaries defaults under
     any mortgage, indenture or instrument under which there may be issued or by
     which there may be secured or evidenced any Indebtedness for money borrowed
     by the Issuer or any of its Restricted Subsidiaries (or the payment of
     which is guaranteed by the Issuer or any of its Restricted Subsidiaries)
     whether such Indebtedness or guarantee now exists, or is created after the
     Issue Date, if such default:

               (A) is caused by a failure to pay principal at maturity of such
          Indebtedness prior to the expiration of the grace period provided in
          such Indebtedness on the date of such default (a "Payment Default");
          or

               (B) results in the acceleration of such Indebtedness prior to its
          express maturity,

     and, in each case, the principal amount of any such Indebtedness, together
     with the principal amount of any other such Indebtedness under which there
     has been a Payment Default or the maturity of which has been so
     accelerated, aggregates $25 million or more;

          (7) any judgment or decree for the payment of money in excess of $25
     million or its foreign currency equivalent at the time is entered against
     the Issuer or any of its Subsidiaries, remains outstanding for a period of
     60 days following the entry of such judgment or decree and is not
     discharged, waived or the

<PAGE>   69
                                                                              63


     execution thereof stayed within 10 days after the notice specified below;

          (8) the Issuer 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 bene fit of its creditors;

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

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

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

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

               (C) orders the winding up or liquidation of the Issuer 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.

     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.


<PAGE>   70
                                                                              64


     A Default under clauses (4), (5), or (7) 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 Issuer of the Default and the Issuer 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 Issuer 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 (7), its status and what action the Issuer is taking or proposes to take
with respect thereto.

     SECTION 6.02. Acceleration. If an Event of Default (other than an Event of
Default specified in Section 6.01(8) or (9) with respect to the Issuer, any
Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that,
taken together, would constitute a Significant Subsidiary) occurs and is
continuing, the Trustee by notice to the Issuer, or the Holders of at least 25%
in principal amount of the Securities by notice to the Issuer and the Trustee,
may declare the principal of and accrued but unpaid interest and Liquidated
Damages (if any) on all the Securities to be due and payable. Upon such a
declaration, such principal, interest and Liquidated Damages (if any) shall be
due and payable immediately. If an Event of Default specified in Section 6.01(8)
or (9) with respect to the Issuer occurs, the principal of and interest and
Liquidated Damages (if any) on all the Securities shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holders. The Holders of a majority in principal amount of the
Securities by notice to the Trustee may rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default have been cured or waived except nonpay
ment of principal or interest and Liquidated Damages (if any) that has become
due solely because of acceleration. No such rescission shall affect any
subsequent Default or impair any right consequent thereto.

     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 and Liquidated Damages (if any) on the Securities

<PAGE>   71
                                                                              65


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 Holder 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 (1) a Default in the payment of the
principal of or interest and Liquidated Damages (if any) on a Security or (2) a
Default in respect of a provision that under Section 9.02 cannot be amended
without the consent of each Holder 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 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 Holders
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 reasonable 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 and Liquidated Damages (if
any) when due, no Holder 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;


<PAGE>   72
                                                                              66


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

     SECTION 6.07. Rights of Holders to Receive Payment. Notwithstanding any
other provision of this Inden ture, the right of any Holder to receive payment
of princi pal of and interest and Liquidated Damages (if any) on the Securities
held by such Holder, on or after the respective due dates expressed in the
Securities, or to bring suit for the enforcement of any such payment on or after
such respective dates, shall not be impaired or affected without the consent of
such Holder.

     SECTION 6.08. Collection Suit by Trustee. If an Event of Default specified
in Section 6.01(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 Issuer
for the whole amount then due and owing (together with interest on any unpaid
interest and Liquidated Damages (if any) 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 Holders allowed in any
judicial proceedings relative to the Issuer, 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

<PAGE>   73
                                                                              67


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,
disburse ments 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 col lects 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 for amounts due and unpaid on the Securities for
     principal, interest and Liquidated Damages (if any), ratably, without
     preference or priority of any kind, according to the amounts due and
     payable on the Securities for principal, interest and Liquidated Damages
     (if any), respectively; and

          THIRD: to the Issuer.

     The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section. At least 15 days before such record date, the
Issuer shall mail to each Holder 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 Inden ture 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 rea sonable attorneys' fees and expenses, 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 Issuer (to the extent
it may lawfully do so) shall not at any time insist upon, or plead, or in any
manner whatso ever 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 Issuer (to
the extent that it may

<PAGE>   74
                                                                              68


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, 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.

     (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 require ments of this Indenture. However,
     in the case of any such certificates or opinions which by any provision
     hereof are specifically required to be furnished to the Trustee, the
     Trustee shall be under a duty to examine the same to determine whether or
     not they conform to the requirements of this Indenture (but need not
     confirm or investigate the accuracy of mathematical calculations or other
     facts stated therein).

     (c) The Trustee may not be relieved from liabil ity 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 7.01;

          (2) the Trustee shall not be liable for any error of judgment made in
     good faith by a Trust Officer

<PAGE>   75
                                                                              69


     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 7.01.

     (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 Issuer.

     (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 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 7.01 and to the provisions of the TIA.

     SECTION 7.02. Rights of Trustee. (a) The Trustee may conclusively 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 Opin ion 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

<PAGE>   76
                                                                              70


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 of its selection, 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 not be deemed to have notice of any Default or Event
of Default unless a Trust Officer has actual knowledge thereof or unless written
notice of any event which is in fact such a default is received by the Trustee
at the principal corporate trust office of the Trustee, and such notice
references the Securities and this Indenture.

     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 Issuer 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 Secur ities, it shall not be accountable for the Issuer's use of the
proceeds from the Securities, and it shall not be responsible for any statement
of the Issuer in this Inde nture 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 actually known to a Trust Officer of the Trustee, the Trustee shall
mail to each Holder notice of the Default within 90 days after it occurs. Except
in the case of a Default in payment of principal of or interest and Liquidated
Damages (if any) on any Security (including payments pursuant to the mandatory
redemption provisions of such Security, if any), the Trustee may withhold the
notice if and so long as a committee of its Trust Officers in good faith
determines that withholding the notice is in the interests of Holders.


<PAGE>   77
                                                                              71


     SECTION 7.06. Reports by Trustee to Holders. If required by TIA ss. 313(a),
as promptly as practicable after each May 15 beginning with the May 15, 1999,
and in any event prior to July 15 in each year, the Trustee shall mail to each
Holder a brief report dated as of May 15 that complies with such TIA ss. 313(a).
The Trustee also shall comply with TIA ss. 313(b).

     A copy of each report at the time of its mailing to Holders shall be filed
with the Commission and each stock exchange (if any) on which the Securities are
listed. The Issuer agrees to notify promptly the Trustee whenever the Securities
become listed on any stock exchange and of any delisting thereof.

     SECTION 7.07. Compensation and Indemnity. The Issuer shall pay to the
Trustee from time to time such compensation as shall be agreed in writing
between the Issuer and the Trustee for its services. The Trustee's compensation
shall not be limited by any law on compensation of a trustee of an express
trust. The Issuer shall reim burse the Trustee upon request for all
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 Issuer shall fully
indemnify the Trustee and any predecessor Trustee against any and all loss,
damage, claim, liability or reasonable expense (including reasonable attorneys'
fees and expenses and taxes other than taxes based upon the income of the
Trustee) incurred by it in connection with the acceptance or administration of
this trust and the performance of its duties hereunder. The Trustee shall notify
the Issuer promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Issuer shall not relieve the Issuer of its obligations
hereunder. The Issuer shall defend the claim and the Trustee may have separate
counsel and the Issuer shall pay the reasonable fees and expenses of such
counsel. The Issuer 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 Issuer's payment obligations in this Section 7.07, 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 and Liquidated Damages (if any) on particular
Securities.


<PAGE>   78
                                                                              72


     The Issuer'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(8) or (9) with respect to the
Issuer, 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 Issuer. The Holders of a majority in principal amount of the
Secur ities may remove the Trustee by so notifying the Trustee and may appoint a
successor Trustee. The Issuer shall remove the Trustee if:

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

          (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 Issuer 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 Issuer shall promptly appoint a successor
Trustee.

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

     If a successor Trustee does not take office within 60 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, at the expense of the
Issuer, any court of competent jurisdiction for the appointment of a successor
Trustee.

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


<PAGE>   79
                                                                              73


     Notwithstanding the replacement of the Trustee pursuant to this Section,
the Issuer'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 busi ness or assets to, another corporation or banking associa
tion, the resulting, surviving or transferee corporation without any further act
shall be the successor Trustee.

     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 ss. 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 TIAss.
310(b); provided, however, that there shall be excluded from the operation of
TIAss. 310(b)(1) any indenture or indentures under which other securities or
certificates of interest or participation in other securities of the Issuer are
out standing if the requirements for such exclusion set forth in TIAss.
310(b)(1) are met.

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




<PAGE>   80
                                                                              74


                                    ARTICLE 8

                       Discharge of Indenture; Defeasance

     SECTION 8.01. Discharge of Liability on Securities; Defeasance. (a) When
(1) the Issuer delivers to the Trustee all outstanding Securities (other than
Securities replaced pursuant to Section 2.07) for cancelation or (2) 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 Issuer irrevocably deposits with the Trustee funds suffi cient to pay at
maturity or upon redemption all outstanding Securities, including interest and
Liquidated Damages (if any) thereon to maturity or such redemption date (other
than Securities replaced pursuant to Section 2.07), and if in either case the
Issuer pays all other sums payable hereunder by the Issuer, then this Indenture
shall, subject to Section 8.01(c), cease to be of further effect. The Trustee
shall acknowledge satisfaction and discharge of this Indenture on demand of the
Issuer accompanied by an Officers' Certificate and an Opinion of Counsel and at
the cost and expense of the Issuer.

     (b) Subject to Sections 8.01(c) and 8.02, the Issuer at any time may
terminate (1) all of its obligations under the Securities and this Indenture
("legal defeasance option") or (2) its obligations under Sections 4.03, 4.04,
4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 and 4.14 and the operation
of Sections 6.01(4), 6.01(5) (with respect to breaches of Article IV), 6.01(6),
6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(8) and (9), with
respect only to Significant Subsidiaries) and the limitations contained in
clause (4) of paragraph (a) of Section 5.01 ("covenant defeasance option"). The
Issuer may exercise its legal defeasance option notwithstanding its prior
exercise of its covenant defeasance option.

     If the Issuer exercises its legal defeasance option, payment of the
Securities may not be accelerated because of an Event of Default with respect
thereto. If the Issuer 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(5) (with respect to breaches of Article IV), 6.01(6),
6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(8) and (9), with
respect only to Significant Subsidiaries) or because of the failure of the
Issuer to comply with clause (4) of paragraph (a) of Section 5.01.


<PAGE>   81
                                                                              75


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

     (c) Notwithstanding paragraphs (a) and (b) of this Section 8.01, the
Issuer's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 4.02, 4.15,
7.07 and 7.08 and in this Article 8 shall survive until the Securities have been
paid in full. Thereafter, the Issuer's obligations in Sections 7.07, 8.04 and
8.05 shall survive such satisfaction and discharge.

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

          (1) the Issuer irrevocably deposits in trust with the Trustee money or
     U.S. Government Obligations for the payment of principal of and interest
     and Liquidated Damages (if any) on the Securities to maturity or
     redemption, as the case may be;

          (2) the Issuer delivers to the Trustee a cer tificate from a
     internationally recognized firm of independent public accountants
     expressing their opinion that the payments of principal and interest and
     Liquidated Damages (if any) when due and without reinvestment on the
     deposited U.S. Government Obliga tions 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 and Liquidated Damages (if any)
     when due on all the Secur ities to maturity or redemption, as the case may
     be;

          (3) no Default shall have occurred and be continuing on the date of
     the deposit (other than a Default resulting from the borrowing of funds to
     be applied to such deposit) and 91 days pass after the deposit is made and
     during the 91-day period no Default specified in Sections 6.01(8) or
     6.01(9) with respect to the Issuer occurs which is continuing at the end of
     the period;

          (4) the deposit will not result in a breach or violation of, or
     constitute a default under any material agreement or instrument (other than
     this Indenture) to which the Issuer or any of its Subsidiaries is a party
     or by which the Issuer or any of its Subsidiaries is bound;


<PAGE>   82
                                                                              76


          (5) the Issuer 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 Issuer shall have
     delivered to the Trustee an Opinion of Counsel confirming that (A) the
     Issuer has received from, or there has been published by, the Internal
     Revenue Service a ruling, or (B) since the Issue Date there has been a
     change in the applicable Federal income tax law, in either case to the
     effect that, and based thereon such Opinion of Counsel shall confirm that,
     the Holders of the outstanding Securities will not recognize income, gain
     or loss for United States Federal income tax purposes as a result of such
     defeasance and will be subject to United States Federal income tax on the
     same amounts, in the same manner and at the same times as would have been
     the case if such legal defeasance had not occurred;

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

          (8) in the case of the legal defeasance option or the covenant
     defeasance option, the Issuer shall have delivered to the Trustee an
     Opinion of Counsel in the Issuer's jurisdiction of incorporation confirming
     that the Holders of the outstanding Securities will not recognize income,
     gain or loss for income tax purposes in such jurisdiction as a result of
     such legal defeasance or covenant defeasance and will be subject to income
     tax in such jurisdiction on the same amounts, in the same manner and at the
     same times as would have been the case if such legal defeasance or covenant
     defeasance had not occurred;

          (9) the Issuer delivers to the Trustee an Opinion of Counsel to the
     effect that, assuming no intervening bankruptcy of the Issuer between the
     date of deposit and the 91st day following the deposit and, assuming that
     no Holder is an "insider" of the Issuer under

<PAGE>   83
                                                                              77


     applicable bankruptcy law, after the 91st day following the deposit, the
     transfer of the trust funds will not be characterizable as a preference
     under Section 547 of the Bankruptcy Law;

          (10) the Issuer delivers to the Trustee an Officers' Certificate
     stating that the deposit was not made by the Issuer with the intent of
     preferring the Holders of Securities over the other creditors of the Issuer
     or with the intent of defeating, hindering, delaying or defrauding
     creditors of the Issuer or others; and

          (11) the Issuer delivers to the Trustee an Offi cers' 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 Issuer 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 Obliga tions 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 and Liquidated Damages (if any) on the
Securities.

     SECTION 8.04. Repayment to Issuer. The Trustee and the Paying Agent shall
promptly turn over to the Issuer upon written 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 Issuer upon request any money held by them for the
payment of principal or interest and Liquidated Damages (if any) that remains
unclaimed for two years, and, thereafter, Holders entitled to the money must
look to the Issuer for payment as general creditors.

     SECTION 8.05. Indemnity for Government Obligations. The Issuer 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 princi pal and
interest received on such U.S. Government Obliga tions.


<PAGE>   84
                                                                              78


     SECTION 8.06. Reinstatement. If the Trustee or Paying Agent is unable to
apply any money or U.S. Government 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, restrain ing or otherwise prohibiting
such application, the Issuer'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 Issuer has made any payment
of interest and Liquidated Damages (if any) on or principal of any Securities
because of the reinstatement of their obligations, the Issuer 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 Issuer and the Trustee may
amend this Indenture or the Securities without notice to or consent of any
Holder:

          (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 Sec
     tion 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 provide for the issuance of additional Securities in accordance
     with the provisions set forth in this Indenture;

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


<PAGE>   85
                                                                              79


          (6) to make any change that would provide any additional rights or
     benefits to the Holders of Securities or that does not adversely affect the
     legal rights under this Indenture of any such Holder.

     After an amendment under this Section becomes effective, the Issuer shall
mail to Holders a notice briefly describing such amendment. The failure to give
such notice to all Holders, 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 Issuer and the Trustee may amend
this Indenture or the Securities without notice to any Holder 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
purchase of, or tender offer or exchange offer for, the Securities). However,
without the consent of each Holder affected thereby, an amendment may not:

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

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

          (3) reduce the principal of or extend the Stated Maturity of any
     Security or alter the provisions with respect to the redemption of the
     Securities (other than provisions relating to the covenants set forth in
     Sections 4.13 and 4.14);

          (4) reduce the premium payable upon the redemption of any Security or
     change the time at which any Secur ity may be redeemed in accordance with
     Article 3;

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

          (6) waive a Default in the payment of principal of, or interest,
     Liquidated Damages or premium, if any, on the Securities (except a
     rescission of acceleration of the Securities by the Holders of at least a
     majority in aggregate principal amount of the Securities and a waiver of
     the Payment Default that resulted from such acceleration);


<PAGE>   86
                                                                              80


          (7) waive a redemption payment with respect to any Security (other
     than a payment required by the covenants set forth in Sections 4.13 and
     4.14); or

          (8) modify the rights of Holders to receive Additional Amounts; or

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

     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.

     After an amendment under this Section becomes effective, the Issuer shall
mail to Holders a notice briefly describing such amendment. The failure to give
such notice to all Holders, 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 subse quent 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
subse quent 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 Holder. An amendment or waiver
becomes effective upon the execution of such amendment or waiver by the Trustee.

     The Issuer may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders 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 Holders 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 after such record
date.


<PAGE>   87
                                                                              81


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 Securi ties. 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 Issuer or the Trustee so determines, the Issuer in
exchange for the Security shall issue and the Trustee shall authenticate a new
Security that reflects the changed terms. 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 sign ing 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. Payments for Consent. The Issuer shall not, and shall not
permit any of its Restricted Subsidiaries to, directly or indirectly, pay or
cause to be paid any consideration to or for the benefit of any Holder of
Securities 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 of Securities that consent,
waive or agree to amend in the time frame set forth in solicitation documents
relating to such consent, waiver or agreement.


                                   ARTICLE 10

                                  Miscellaneous


     SECTION 10.01. Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies or con flicts with another provision which is
required to be included in this Indenture by the TIA, the required provi sion
shall control.


<PAGE>   88
                                                                              82


     SECTION 10.02. Notices. Any notice or communica tion shall be in writing
and delivered in person or mailed by first-class mail addressed as follows:

                  if to the Issuer:

                           Loral Space & Communications Ltd.
                           600 Third Avenue
                           New York, NY 10016 95164-0670
                           Attention: Eric J. Zahler
                           Facsimile: (212) 338-5350

                  if to the Trustee:

                           The Bank of New York
                           101 Barclay Street, Floor 21 West
                           New York, NY 10286
                           Attention:  Corporate Trust Administration
                           Facsimile:  (212) 815-5915

     The Issuer or the Trustee by notice to the other may designate additional
or different addresses for subse quent notices or communications.

     Any notice or communication mailed to a Holder shall be mailed to the
Holder at the Holder'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 Holder or any defect in it
shall not affect its sufficiency with respect to other Holders. If a notice or
communication is mailed in the manner provided above, it is duly given, whether
or not the addressee receives it.

     SECTION 10.03. Communication by Holders with Other Holders. Holders may
communicate pursuant to TIA ss. 312(b) with other Holders with respect to their
rights under this Indenture or the Securities. The Issuer, the Trustee, the
Registrar and anyone else shall have the protection of TIA ss. 312(c).

     SECTION 10.04. Certificate and Opinion as to Conditions Precedent. Upon any
request or application by the Issuer to the Trustee to take or refrain from
taking any action under this Indenture, the Issuer shall furnish to the Trustee:

          (1) an Officers' Certificate in form and substance reasonably
     satisfactory to the Trustee stating that, in

<PAGE>   89
                                                                              83


     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 10.05. 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 condi tion;

          (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 opin ion of such
     individual, such covenant or condition has been complied with.

     SECTION 10.06. 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 Issuer or by any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Issuer 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 a Trust Officer of the Trustee actually knows are so owned
shall be so disregarded. Also, subject to the foregoing, only Securities
outstanding at the time shall be considered in any such determination.

     SECTION 10.07. Rules by Trustee, Paying Agent and Registrar. The Trustee
may make reasonable rules for action by or a meeting of Holders. The Registrar
and the Paying Agent may make reasonable rules for their functions.


<PAGE>   90
                                                                              84


     SECTION 10.08. Legal Holidays. A "Legal Holiday" is a Saturday, a Sunday or
a day on which banking institu tions 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 and Liquidated
Damages (if any) shall accrue for the intervening period. If a regular record
date is a Legal Holiday, the record date shall not be affected.

     SECTION 10.09. 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 10.10. No Recourse Against Others. No past, present or future
director, officer, partner (including any general partner) employee,
incorporator or stockholder, as such, of the Issuer shall have any liability for
any obligations of the Issuer 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 Holder shall waive and release all such
liability. The waiver and release shall be part of the consideration for the
issue of the Securities.

     SECTION 10.11. Successors. All agreements of the Issuer in this Indenture
and the Securities shall bind their successors. All agreements of the Trustee in
this Indenture shall bind its successors.

     SECTION 10.12. 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.


<PAGE>   91
                                                                              85


     SECTION 10.13. Table of Contents; Headings. The table of contents,
cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted 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.

     SECTION 10.14. Jurisdiction; Consent to Service of Process. THE ISSUER
HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO SUBMIT TO THE EXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF THE UNITED STATES
DISTRICT COURTS LOCATED IN THE CITY OF NEW YORK FOR ANY LAWSUITS, CLAIMS OR
OTHER PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT AND AGREES NOT TO
COMMENCE ANY SUCH LAWSUIT, CLAIM OR OTHER PROCEEDING EXCEPT IN SUCH COURTS. THE
ISSUER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING
OF VENUE OF ANY LAWSUIT, CLAIM, OR OTHER PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT IN THE COURTS OF THE STATE OF NEW YORK OR THE UNITED STATES
DISTRICT COURTS LOCATED IN THE CITY OF NEW YORK, AND HEREBY FURTHER IRREVOCABLY
AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT
THAT ANY SUCH LAWSUIT, CLAIM OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM. THE ISSUER HAS APPOINTED ERIC J. ZAHLER
AT 600 THIRD AVENUE, NEW YORK, NEW YORK 10016, U.S.A. (HEREINAFTER REFERRED TO
IN SUCH CAPACITY AS THE "PROCESS AGENT"), AS ITS AUTHORIZED AGENT UPON WHOM
PROCESS MAY BE SERVED IN ANY SUCH SUIT OR PROCEEDING. THE ISSUER REPRESENTS TO
THE TRUSTEE THAT IT HAS NOTIFIED THE PROCESS AGENT OF SUCH DESIGNATION AND
APPOINTMENT AND THAT THE PROCESS AGENT HAS ACCEPTED THE SAME IN WRITING. THE
ISSUER HAS AUTHORIZED AND DIRECTED THE PROCESS AGENT TO ACCEPT SUCH SERVICE. IF
THE PROCESS AGENT SHALL CEASE TO ACT AS THE ISSUER'S AGENT FOR SERVICE OF
PROCESS, THE ISSUER SHALL APPOINT WITHOUT DELAY ANOTHER SUCH AGENT AND NOTIFY
THE TRUSTEE OF SUCH APPOINTMENT. THE ISSUER FURTHER AGREES THAT SERVICE OF
PROCESS UPON THE PROCESS AGENT AND WRITTEN NOTICE OF SAID SERVICE TO THE ISSUER
MAILED BY FIRST CLASS MAIL OR DELIVERED TO THE PROCESS AGENT SHALL BE DEEMED IN
EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON IT IN ANY SUCH SUIT OR
PROCEEDING. NOTHING HEREIN SHALL AFFECT THE TRUSTEE'S RIGHT OR THE RIGHT OF ANY
PERSON CONTROLLING THE TRUSTEE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW. THE ISSUER AGREES THAT A FINAL ACTION IN ANY SUCH SUIT OR PROCEEDING SHALL
BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT
OR IN ANY OTHER LAWFUL MANNER.




<PAGE>   92
                                                                              86


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


                        LORAL SPACE & COMMUNICATIONS LTD.

                                              by  /s/ Richard Townsend
                                                  -----------------------------
                                                  Name:
                                                  Title:


                        THE BANK OF NEW YORK, as Trustee

                                              by  /s/ Mary La Gumina
                                                  -----------------------------
                                                  Name: Mary La Gumina
                                                  Title:Assistant Vice President