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                                                                     EXHIBIT 4.1

                               FORM OF INDENTURE

     INDENTURE dated as of November 23, 1999, among PTC INTERNATIONAL FINANCE II
S.A., a corporation organized under the laws of Luxembourg (the "Issuer"), PTC
INTERNATIONAL FINANCE (HOLDING) B.V, a corporation organized under the laws of
The Netherlands ("Holdings"), POLSKA TELEFONIA CYFROWA SP. Z O.O., a corporation
organized under the laws of Poland (the "Guarantor") and STATE STREET BANK AND
TRUST COMPANY, as Trustee (the "Trustee"). This Indenture is principally
administered by the Trustee at 225 Asylum Street, Hartford, Connecticut 06103.

                             RECITALS OF THE ISSUER

     The Issuer has duly authorized the issuance of $150,000,00 principal
aggregate amount its 11 1/4% Senior Subordinated Guaranteed Notes due December
1, 2009 (the "Dollar Notes") and if and when issued in exchange for the Dollar
Notes, the Issuer's 11 1/4% Senior Subordinated Guaranteed Notes due December 1,
2009 (the "Exchange Notes", and together with the Dollar Notes, the "Notes") of
substantially the tenor and amount hereinafter set forth. To provide, among
other things, for the authentication, delivery and administration thereof, the
Issuer, Holdings and the Guarantor have duly authorized the execution and
delivery of this Indenture.

     All things necessary to make the Notes, when executed and delivered by the
Issuer and authenticated and delivered by the Trustee as provided in this
Indenture, the valid binding and legal obligations of the Issuer, to make each
of the Notes Guarantees (as defined below), when executed and delivered by the
Guarantor or Holdings, as the case may be, the valid, binding and legal
obligation of the Guarantor or Holdings, as the case may be, and to make this
Indenture a valid agreement of the Issuer, Holdings and the Guarantor, in
accordance with their and its terms, have been done.

     NOW THEREFORE, THE INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Notes by
the Holders thereof, it is mutually covenanted and agreed, for the equal and
rateable benefit of all the respective Holders from time to time of the Notes:

                                   ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

     SECTION 1.01  DEFINITIONS.

     "Additional Amounts" means additional amounts to be paid by the Issuer,
Holdings or the Guarantor under the Notes, the Notes Guarantees or the
Intercompany Receivables, as the case may be, in an amount calculated so that
the net amount received by each Holder or the Issuer under the Intercompany
Receivables, as the case may be, including Additional Amounts, after withholding
or deducting any amount for or on account of Taxes, will not be less than the
amount that any such holder or the Issuer would have received if such Taxes were
not required to be so withheld or deducted.

     "Additional Asset" means (a) any Property (other than Debt and Capital
Stock) used in a Telecommunications Business, as determined in good faith by the
Management Board and certified with an Officer's Certificate; (b) Capital Stock
of a Person that becomes a Restricted Subsidiary as a result of the acquisition
of such Capital Stock by the Guarantor or another Restricted Subsidiary; or (c)
Capital Stock constituting a minority interest in any Person that at such time
is a Restricted Subsidiary; provided, however, that, in the case of clauses (b)
and (c), such Restricted Subsidiary is primarily engaged in a Telecommunications
Business as determined in good faith by the Management Board and certified with
an Officer's Certificate.
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     "Adjusted Cash Flow" means, for any period, the Cash Flow for each fiscal
quarter (and any shorter period) during such period, translated into U.S.
Dollars at the Dollar/Zloty Exchange Rate applicable during each such quarter
(or shorter period).

     "Adjusted Consolidated Net Worth" means the sum of (i) each equity
investment (other than investments in Disqualified Stock) in the Guarantor,
translated into U.S. Dollars at the Dollar/Zloty Exchange Rate at the time of
each such investment plus (ii) Consolidated Net Income for each full fiscal
quarter (or shorter period) from the formation of the Guarantor to the date of
calculation, translated into U.S. Dollars at the Dollar/Zloty Exchange Rate
applicable during each such quarter (or shorter period) minus (iii) any
dividends, distributions or payments that would be Restricted Payments under
clause (a) or (b) of the definition of "Restricted Payments", translated into
U.S. Dollars at the Dollar/Zloty Exchange Rate applicable at the time of such
dividend, distribution or payment.

     "Adjusted Foreign Debt FX Losses" means, for any period, Consolidated
Foreign Debt FX Losses for each fiscal quarter (and any shorter period) during
such period, translated into U.S. Dollars at the Dollar/Zloty Exchange Rate
applicable during each such quarter (or shorter period).

     "Adjusted Interest Expense" means, for any period, Consolidated Interest
Expense for each fiscal quarter (and any shorter period) during such period,
translated into U.S. Dollars at the Dollar/Zloty Exchange Rate applicable during
each such quarter (or shorter period).

     "Affiliate" of any specified Person means (a) any other Person, directly or
indirectly, controlling or controlled by or under direct or indirect common
control with such specified Person or (b) any other Person who is a director or
officer (i) of such specified Person, (ii) of any Subsidiary of such specified
Person or (iii) of any Person described in clause (a) above. For the purposes of
this definition, "control" when used with respect to any Person means the power
to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing. For purposes of Section 4.13 and Section 4.12 only, "Affiliate" shall
also mean any beneficial owner of shares representing 10% or more of the total
voting power of the Voting Stock (on a fully diluted basis) of the Guarantor or
of rights or warrants to purchase such Voting Stock (whether or not currently
exercisable) and any Person who would be an Affiliate of any such beneficial
owner pursuant to the first sentence of this definition.

     "Asset Sale" means any sale, lease, transfer or other disposition (or
series of related sales, leases, transfers or dispositions) by the Guarantor or
any Restricted Subsidiary, including any disposition by means of a merger,
consolidation or similar transaction(each referred to for the purposes of this
definition as a "disposition"), other than individual isolated transactions not
in excess of $250,000 each, of (i) any shares of Capital Stock of a Restricted
Subsidiary (other than directors' qualifying shares or shares required by
applicable law to be held by a Person other than the Guarantor or a Restricted
Subsidiary), (ii) all or substantially all the assets of any division or line of
business of the Guarantor or any Restricted Subsidiary or (iii) any other assets
of the Guarantor or any Restricted Subsidiary outside of the ordinary course of
business of the Guarantor or such Restricted Subsidiary (other than, in the case
of (i), (ii) and (iii) above, (w) a disposition of short-term investments,
inventory, receivables, or other current assets, (x) a disposition governed by
the provisions described in Section 5.01, (y) a disposition by a Restricted
Subsidiary to the Guarantor or by the Guarantor or a Restricted Subsidiary to a
Wholly Owned Subsidiary or (z) a disposition that constitutes a Restricted
Payment permitted by Section 4.10).

     "Attributable Debt" means Debt deemed to be incurred in respect of a Sale
and Leaseback Transaction and shall be, at the date of determination, the
greater of (i) the Fair Market Value of the Property subject to such Sale and
Leaseback Transaction and (ii) the present value (discounted at the interest
rate borne by the Notes, compounded annually), of the total obligations of the
lessee for 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).

     "Average Life" means, as of the date of determination, with respect to any
Debt or Preferred Stock, the quotient obtained by dividing (a) the sum of the
product of the numbers of years (rounded to the nearest one-twelfth of one year)
from the date of determination to the dates of each successive scheduled
principal payment
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of such Debt or redemption or similar payment with respect to such Preferred
Stock multiplied by the amount of such payment by (b) the sum of all such
payments.

     "Bank Credit Facility" means the senior syndicated loan facility agreement
entered into by the Guarantor with a syndicate of banks or other financial
institutions and each Senior Finance Document referred to therein, as they may
be amended, modified, supplemented, replaced, renewed, extended or restated from
time to time.

     "Bank Debt" means Senior Debt under or in respect of the Bank Credit
Facility and, following the payment in full of the Bank Credit Facility, Senior
Debt under or in respect of a Senior Debt financing facility (including debt
securities) outstanding or committed in a principal amount of at least $10
million that is designated by the Guarantor from time to time in a notice to the
Trustee signed by the Representative of the immediately preceding facility
constituting the Bank Debt as constituting the "Bank Debt".

     "Bankruptcy Law" means Title 11, United States Code, or any similar Federal
or state law for the supervision or relief of debtors, or any analogous law of
any other nation or legal jurisdiction or any political subdivision thereof or
therein.

     "Board Resolution" means a copy of a resolution certified by an Officer to
have been duly adopted by the Management Board or the Supervisory Board, as the
context may require, and to be in full force and effect on the date of such
certification, and which is delivered to the Trustee.

     "Business Day" means any day (other than a Saturday or Sunday) which is not
a day on which banking institutions in the cities of Warsaw, Poland, Amsterdam,
The Netherlands, London, England, Boston, Massachusetts, Hartford, Connecticut,
Luxembourg or New York, New York are authorized or obligated by law to close for
business.

     "Capital Expenditure Debt" means Debt (including Capital Lease Obligations)
Incurred by the Guarantor or a Restricted Subsidiary to finance a capital
expenditure related to the Telecommunications Business so long as (a) such
capital expenditure is or should be included as an addition to "Tangible Fixed
Assets or Intangible Fixed Assets, at cost" in accordance with IAS, (b) such
Debt is Incurred within 180 days of the date such capital expenditure is made
and (c) such debt does not exceed the fair market value of the assets acquired
or constructed.

     "Capital Lease Obligations" means Debt represented by obligations under a
lease that is required to be capitalized for financial reporting purposes in
accordance with IAS; and the amount of such Debt shall be the capitalized amount
of such obligations determined in accordance with IAS; and the Stated Maturity
thereof shall be the date of the last payment of rent or any other amount due
under such lease prior to the first date upon which such lease may be terminated
by the lessee without payment of a penalty. For purposes of Section 4.15, a
Capital Lease Obligation shall be deemed secured by a Lien on the Property being
leased.

     "Capital Stock" means, with respect to any Person, any and all shares or
other equivalents (however designated) of corporate stock, partnership interests
or any other participation, right, warrant, option or other interest in the
nature of an equity interest in such Person, but excluding any debt security
convertible or exchangeable into such equity interest; provided, however, that
"Capital Stock" shall not include Disqualified Stock.

     "Capital Stock Sale Proceeds" means the aggregate Net Cash Proceeds
received by the Guarantor from the issue or sale (other than to a Subsidiary or
an employee stock ownership plan or trust established by the Guarantor or any
Subsidiary) by the Guarantor of any class of its Capital Stock (other than
Disqualified Stock) after the Issue Date, including Capital Stock issued upon
conversion of convertible debt and upon the exercise of options, warrants or
rights to purchase Capital Stock.

     "Cash Flow" means, for any period, the sum of (w) Consolidated Net Income,
plus (x) Consolidated Interest Expense, plus (y), to the extent deducted in
calculating such Consolidated Net Income for such period, (i) all income tax
expense of the Guarantor and its consolidated Restricted Subsidiaries, (ii)
depreciation expense of the Guarantor and its consolidated Restricted
Subsidiaries, (iii) amortization expense of the Guarantor and its consolidated
Restricted Subsidiaries (excluding amortization expense attributable to a
prepaid cash item that was paid in a prior period), (iv) Consolidated Foreign
Debt FX Losses and (v) all other non-cash charges of the Guarantor and its
consolidated Restricted Subsidiaries (excluding any such non-cash charge to the
extent that it
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represents an accrual of or reserve for cash expenditures in any future period),
minus (z) all non-cash items added in calculating such Consolidated Net Income
for such period, all determined in accordance with IAS consistently applied.
Notwithstanding the foregoing, the provision for taxes based on the income or
profits of, and the depreciation and amortization and non-cash charges of, a
Restricted Subsidiary shall be added to Consolidated Net Income to compute Cash
Flow only to the extent (and in the same proportion) that the net income of such
Restricted Subsidiary was included in calculating Consolidated Net Income and
only if a corresponding amount would be permitted at the date of determination
to be dividended to the Guarantor 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 such Restricted Subsidiary or its
stockholders.

     "Cedel" means Cedel Bank, societe anonyme.

     "Change of Control" means the occurrence of (x) any of the following events
and (y) a Rating Decline:

     (a)   (i) if any "Person" or "group" (as such terms are used in Sections
           13(d)(3) and 14(d)(2) of the Exchange Act or any successor provision
           to either of the foregoing, including any group acting for the
           purpose of acquiring, holding, voting or disposing of notes within
           the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than
           any one or more of the Permitted Holders, becomes the "beneficial
           owner" (as defined in Rule 13d-3 under the Exchange Act, except that
           a Person will be deemed to have "beneficial ownership" of all shares
           that any such Person has the right to acquire, whether such right is
           exercisable immediately or only after the passage of time), directly
           or indirectly, of 50% or more of the total voting power of all
           classes of the Voting Stock of the Guarantor;

     (b)   the sale, assignment, lease, conveyance, disposition or transfer,
           directly or indirectly, of all or substantially all the assets of the
           Guarantor (other than a transfer of such assets as an entirety or
           virtually as an entirety to a Wholly Owned Subsidiary or one or more
           Permitted Holders) shall have occurred, or the Guarantor amalgamates,
           consolidates or merges with or into any other Person (other than one
           or more Permitted Holders) or any other Person (other than one or
           more Permitted Holders) amalgamates, consolidates or merges with or
           into the Guarantor, in any such event pursuant to a transaction in
           which the outstanding Voting Stock of the Guarantor is reclassified
           into or exchanged for cash, notes or other Property, other than any
           such transaction where (a) the outstanding Voting Stock of the
           Guarantor is reclassified into or exchanged for Voting Stock of the
           surviving corporation and (b) no Person or group (other than any one
           or more of the Permitted Holders) (as defined in clause (a) above)
           owns, directly or indirectly, 50% or more of the total voting power
           of all classes of Voting Stock of such surviving corporation
           immediately after such transaction; or

     (c)   during any period of two consecutive years, individuals who at the
           beginning of such period constituted the Supervisory Board (together
           with any new directors whose election or appointment by such board
           was approved, or confirmed as acceptable for purposes of this
           provision, by a vote of 66 2/3% of the directors then still in office
           who were either directors at the beginning of such period or whose
           election or nomination for election was previously so approved or
           confirmed) cease for any reason to constitute a majority of the
           Supervisory Board then in office;

provided, however, that (i) the grant by any holder of shares of the Guarantor
or any Subsidiary of a security interest in such shares to secure Senior Debt
and (ii) the exercise by the holders of such Senior Debt of their rights and
remedies in respect thereof shall not constitute a Change of Control hereunder
as long as, in the case of clause (ii), any transferee of shares of the
Guarantor is a Permitted Holder or such transfer does not otherwise constitute a
Change of Control.

     "Collateral" has the meaning given to such term in the Dollar Escrow
Agreement.

     "Consolidated Capital Ratio" means, as of any date, the ratio of (x) the
aggregate
consolidated principal amount of Debt of the Guarantor and its Restricted
Subsidiaries then outstanding to (y) Adjusted Consolidated Net Worth.
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     "Consolidated Current Liabilities" means, as of any date of determination,
the aggregate amount of liabilities of the Guarantor and its consolidated
Restricted Subsidiaries which may properly be classified as current liabilities
(including taxes accrued as estimated), on a consolidated basis, after
eliminating (a) all intercompany items between the Guarantor and any Restricted
Subsidiary and (b) all current maturities of long-term Debt, all as determined
in accordance with IAS consistently applied.

     "Consolidated Foreign Debt FX Losses" means, for any period, all losses or
expenses of the Guarantor and its Consolidated Restricted Subsidiaries reflected
in the consolidated statement of operations in respect of Debt of the Guarantor
or a Restricted Subsidiary that is denominated in a currency other than the
Polish Zloty to the extent that such loss or expense is due to a decline in the
value of the Polish Zloty against such foreign currency and is deducted in
calculating Consolidated Net Income for such period.

     "Consolidated Interest Expense" means, for any period, the total interest
expense of the Guarantor and its consolidated Restricted Subsidiaries, plus, to
the extent not included in such total interest expense, and to the extent
Incurred by the Guarantor or its Restricted Subsidiaries, (i) interest expense
attributable to capital leases and one-third of the rental expense attributable
to operating leases, (ii) amortization of debt discount and debt issuance cost,
(iii) capitalized interest, (iv) non-cash interest expenses, (v) accrued
interest, (vi) commissions, discounts and other fees and charges owed with
respect to letters of credit and bankers' acceptance financing, (vii) net costs
associated with Hedging Obligations (including amortization of fees), (viii)
Preferred Stock dividends in respect of all Preferred Stock held by Persons
other than the Guarantor or a Wholly Owned Subsidiary, (ix) interest Incurred in
connection with Investments in discontinued operations, (x) interest accruing on
any Debt of any other Person to the extent such Debt is Guaranteed by the
Guarantor or any Restricted Subsidiary and (xi) the cash contributions to any
employee stock ownership plan or similar trust to the extent such contributions
are used by such plan or trust to pay interest or fees to any Person (other than
the Guarantor) in connection with Debt Incurred by such plan or trust.

     "Consolidated Net Income" means, for any period, the net income (loss) of
the Guarantor and its consolidated Subsidiaries; provided, however, that there
shall not be included in Consolidated Net Income (a) any net income (loss) of
any Person if such Person is not a Restricted Subsidiary, except that, (i)
subject to the exclusion contained in clause (d) below, the Guarantor's equity
in the net income of any such Person for such period shall be included in such
Consolidated Net Income up to the aggregate amount of cash distributed by such
Person during such period to the Guarantor or a Restricted Subsidiary as a
dividend or other distribution (subject, in the case of a dividend or other
distribution to a Restricted Subsidiary, to the limitations contained in clause
(c) below), and (ii) the Guarantor's equity in a net loss of any such Person for
such period shall be included in determining such Consolidated Net Income, (b)
any net income (loss) of any Person acquired by the Guarantor or a Subsidiary of
such Person in a pooling of interests transaction for any period prior to the
date of such acquisition, (c) any net income (loss) of any Restricted Subsidiary
if such Subsidiary is subject to restrictions, directly or indirectly, on the
payment of dividends or the making of distributions, directly or indirectly, to
the Guarantor, except that (i) subject to the exclusion contained in clause (d)
below, the Guarantor's equity in the net income of any such Restricted
Subsidiary for such period shall be included in Consolidated Net Income up to
the aggregate amount of cash distributed by such Restricted Subsidiary during
such period to the Guarantor or another Restricted Subsidiary as a dividend
(subject, in the case of a dividend or other distribution to another Restricted
Subsidiary, to the limitation contained in this clause (c)) and (ii) the
Guarantor's equity in a net loss of any such Restricted Subsidiary for such
period shall be included in determining such Consolidated Net Income, (d) any
gain (but not loss) realized upon the sale or other disposition of any Property
of the Guarantor or its consolidated Subsidiaries (including pursuant to any
Sale and Leaseback Transaction) which is not sold or otherwise disposed of in
the ordinary course of business, (e) any extraordinary gain or loss and (f) the
cumulative effect of a change in accounting principles.

     "Consolidated Net Tangible Assets" means, as of any date of determination,
the sum of the amounts that would appear on a consolidated balance sheet of the
Guarantor and its consolidated Restricted Subsidiaries as the total assets (less
accumulated depreciation and amortization, allowances for doubtful receivables,
other applicable reserves and other properly deductible items) of the Guarantor
and its consolidated Restricted Subsidiaries, determined on a consolidated basis
in accordance with IAS consistently applied, and after deducting therefrom
Consolidated Current Liabilities and, to the extent otherwise included, the
amounts of (without duplication):
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(a) the excess of cost over fair market value of assets or businesses acquired;
(b) any revaluation or other write-up in book value of assets subsequent to the
last day of the fiscal quarter of the Guarantor immediately preceding the Issue
Date as a result of a change in the method of valuation in accordance with IAS;
(c) unamortized debt discount and expenses and other unamortized deferred
charges, goodwill, patents, trademarks, service marks, trade names, copyrights,
licenses, organization or developmental expenses and other intangible items; (d)
minority interests in consolidated Subsidiaries held by Persons other than the
Guarantor or a Restricted Subsidiary; (e) treasury stock; (f) cash set aside and
held in a sinking or other analogous fund established for the purpose of
redemption or other retirement of Capital Stock to the extent such obligation is
not reflected in Consolidated Current Liabilities; and (g) Investments in and
assets of Unrestricted Subsidiaries.

     "Corporate Trust Office" means the principal corporate trust office of the
Trustee, at which at any particular time its corporate trust business shall be
administered, which office at the date of execution of this Indenture is located
at Fifth Floor, 2 Avenue de LaFayette, Boston. Massachusetts, USA, 02111-1724.

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

     "Custodian" means any receiver, trustee, assignee, liquidator, custodian,
administrator or similar official under any Bankruptcy Law.

     "Debt" means, with respect to any Person on any date of determination
(without duplication), (i) the principal of and premium (if any) in respect of
(A) debt of such Person for money borrowed and (B) debt evidenced by notes,
debentures, bonds or other similar instruments for the payment of which such
Person is responsible or liable; (ii) all Capital Lease Obligations of such
Person and all Attributable Debt in respect of Sale and Leaseback Transactions
entered into by such Person; (iii) all obligations of such Person issued or
assumed as the deferred purchase price of Property, the principal component of
all conditional sale obligations of such Person and all obligations of such
Person under any title retention agreement (but excluding trade accounts payable
or accrued expenses arising in the ordinary course of business); (iv) all
obligations of such Person for the reimbursement of any obligor on any letter of
credit, banker's acceptance or similar credit transaction (other than
obligations with respect to letters of credit securing obligations (other than
obligations described in (i) through (iii) above) entered into in the ordinary
course of business of such Person to the extent such letters of credit are not
drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no
later than the tenth Business Day following receipt by such Person of a demand
for reimbursement following payment on the letter of credit); (v) the amount of
all obligations of such Person with respect to the redemption, repayment or
other repurchase of any Disqualified Stock or, with respect to any Restricted
Subsidiary of such Person, any Preferred Stock of such Restricted Subsidiary
(but excluding, in each case, any accrued dividends); (vi) all obligations of
the type referred to in clauses (i) through (v) of other Persons and all
dividends of other Persons for the payment of which, in either case, such Person
is responsible or liable, directly or indirectly, as obligor, guarantor or
otherwise, including by means of any Guarantee, other than an obligation owed,
or dividends payable, to the Guarantor or a Restricted Subsidiary; (vii) all
obligations (other than an obligation owed to the Guarantor or a Restricted
Subsidiary) of the type referred to in clauses (i) through (vi) of other Persons
secured by any Lien on any Property or asset of such Person (whether or not such
obligation is assumed by such Person), the amount of such obligation being
deemed to be the lesser of the value of such Property or assets or the amount of
the obligation so secured and (viii) to the extent not otherwise included in
this definition, Net Payment Obligations under Hedging Obligations of such
Person. With respect to clauses (ii) and (iv) above, the amount of Debt of any
Person at any date shall be the outstanding balance at such date of all
unconditional obligations as described in such clauses plus the maximum
liability, upon the occurrence of the contingency giving rise to the obligation,
of any contingent obligations at such date.

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

     "Depositary" means DTC until a successor Depositary, if any, shall have
become such pursuant to this Indenture, and thereafter Depositary shall mean or
include each Person who is then a Depositary hereunder.
<PAGE>   7

     "Designated Senior Debt" means Senior Debt under or in respect of the Bank
Credit Facility and each other Senior Debt facility outstanding or committed in
a principal amount of at least $20.0 million.

     "Disqualified Stock" means, with respect to any Person, Redeemable Stock of
such Person that is owned other than by the Guarantor or another Restricted
Subsidiary as to which the maturity, mandatory redemption, conversion or
exchange (other than a conversion or exchange into Subordinated Obligations of
the Guarantor or a Restricted Subsidiary) or redemption at the option of the
holder thereof occurs, or may occur, on or prior to the first anniversary of the
Stated Maturity of the Notes; provided, however, that Redeemable Stock in such
Person that would not otherwise be characterized as Disqualified Stock under
this definition shall not constitute Disqualified Stock if such Redeemable Stock
is convertible or exchangeable into Debt solely at the option of the issuer
thereof.

     "DM Equivalent" means, with respect to any monetary amount in a currency
other than Deutschmark, at any time for the determination thereof, the amount of
Deutschmark obtained by converting such currency involved in such computation
into Deutschmark at the spot mid-rate for Deutschmark against the applicable
foreign currency as quoted by Deutsche Bundesbank at approximately 13:00
(Frankfurt time) and which appears on the Reuters Money News System Page FXGF
(or such information service as may replace such system, or if such system or
its replacement is not replaced, such internationally recognized system as the
Trustee may select) on the date two Business Days prior to such determination.

     "Dollar Escrow Account" means the escrow account established with the
Trustee for the Dollar Notes pursuant to the terms of the Dollar Escrow
Agreement for the deposit of a portion of the proceeds from the sale of the
Dollar Notes.

     "Dollar Escrow Agreement" means the Escrow Agreement, dated as of the date
of the Indenture for the Dollar Notes, made by Holdings in favor of the Trustee
for the Dollar Notes.

     "Dollar/Zloty Exchange Rate" means the U.S. Dollar/Polish Zloty exchange
rate published by the National Bank of Poland at the end of the trading day in
Warsaw on the date of determination or, in the case of a period, the average of
such exchange rates so published on each day during such period.

     "Dollar Notes" has the meaning stated in the first recital of this
Indenture.

     "DTC" means The Depository Trust Company or its nominee.

     "Escrow Accounts" means the Euro Escrow Account and the Dollar Escrow
Account.

     "Escrow Agreements" means the Euro Escrow Agreement and the Dollar Escrow
Agreement.

     "Euro Escrow Account" means the account established with the Trustee for
the Euro Notes pursuant to the terms of the Euro Escrow Agreement for the
deposit of a portion of the proceeds from the sale of the Euro Notes.

     "Euro Escrow Agreement" means the Escrow Agreement, dated as of the date of
the Indenture for the Euro Notes, made by Holdings in favor of the Trustee for
the Euro Notes.

     "Euro Notes" means the Issuer's 11 1/4% Senior Subordinated Guaranteed
Notes due December 1, 2009 denominated in Euros.

     "Euro Notes Holdings Guarantee" means Holdings' Guarantee of the
obligations of the Issuer under the Euro Notes and the Indenture for the Euro
Notes.

     "Euro Notes Parent Guarantee" means the Guarantor's Guarantee of the
obligations of the Issuer under the Euro Notes and the indenture for the Euro
Notes.

     "European Government Securities" means securities that are direct and
unconditional obligations of the German government meeting the requirements of
the Euro Escrow Agreement.

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

     "Euroclear" means Morgan Guaranty Trust Company of New York (Brussels
office) as operator of the Euroclear System.
<PAGE>   8

     "Exchange Act" means the United States Securities and Exchange Act of 1934,
as amended from time to time.

     "Exchange Notes" has the meaning stated in the first recital of this
Indenture.

     "Exchange Offer" means the exchange offer that may be pursuant to the
Registration Rights Agreement.

     "Exchange Offer Registration Statement" means the Exchange Offer
Registration Statement as defined in the Registration Rights Agreement.

     "Existing Notes" means the 10 3/4% Senior Subordinated Guaranteed Discount
Notes due July 1, 2007 issued by PTC International Finance B.V., a Wholly Owned
Subsidiary of the Guarantor.

     "Existing Notes Guarantee" means the Guarantor's Guarantee of PTC
International Finance B.V.'s obligations under the Existing Notes and the
indenture for the Existing Notes.

     "Fair Market Value" means, with respect to any Property or asset, the price
which could be negotiated in an arm's-length free market transaction, for cash,
between a willing seller and a willing buyer, neither of whom is under undue
pressure or compulsion to complete the transaction. Fair Market Value will be
determined, except as otherwise provided, (a) if such Property or asset has a
Fair Market Value of $5.0 million or less, by any Officer or (b) if such
Property or asset has a Fair Market Value in excess of $5.0 million, by a
majority of the Management Board and evidenced by a Board Resolution, dated
within 30 days of the relevant transaction, delivered to the Trustee.

     "GSM 900 License" means the GSM 900 license awarded by the Polish Ministry
of Communications to the Guarantor in February 1996.

     "GSM 1800 License" means the GSM 1800 license awarded by the Polish
Ministry of Communications to the Guarantor in August 1999.

     "Guarantee" means any obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing any Debt of any other Person and any
obligation, direct or indirect, contingent or otherwise, of such Person (a) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Debt of such other Person (whether arising by virtue of partnership
arrangements, or by agreements to keep-well, to purchase assets, goods,
securities or services, to take-or-pay or to maintain financial statement
conditions or otherwise) or (b) entered into for the purpose of assuring in any
other manner a creditor or other obligee of such other Person against loss in
respect thereof (in whole or in part); provided, however, that the term
"Guarantee" shall not include (a) endorsements for collection or deposit in the
ordinary course of business or (b) a contractual commitment by one Person to
invest in another Person for so long as such Investment is reasonably expected
to constitute a Permitted Investment under clause (b) of the definition of
Permitted Investments. The term "Guarantee" used as a verb has a corresponding
meaning.

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

     "Hedging Obligations" of any Person means any obligation of such Person
pursuant to any Interest Rate Protection Agreement, Currency Exchange Protection
Agreement or any other similar agreement or arrangement.

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

     "Holdings Guarantee" means the obligations of Holdings pursuant to its
Guarantee of the Issuer's obligations under the Notes and this Indenture.

     "IAS" means accounting principles issued by the International Accounting
Standards Committee from time to time.

     "Incur" means, with respect to any Debt or other obligation of any Person,
to create, issue, incur (by merger, conversion, exchange or otherwise), extend,
assume, Guarantee or become liable in respect of such Debt or other obligation
or the recording, as required pursuant to IAS or otherwise, of any such Debt or
<PAGE>   9

obligation on the balance sheet of such Person (and "Incurrence", "Incurred",
"Incurrable" and "Incurring" shall have meanings correlative to the foregoing);
provided, however, that a change in IAS that results in an obligation of such
Person that exists at such time, and is not theretofore classified as Debt,
becoming Debt shall not be deemed an Incurrence of such Debt; provided further,
that solely for purposes of determining compliance with Section 4.09 and Section
4.16, amortization of debt discount shall not be deemed to be the Incurrence of
Debt, provided that in the case of Debt sold at a discount, the amount of such
Debt Incurred shall at all times be the aggregate principal amount at Stated
Maturity.

     "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, including, for
all purposes of this instrument and any such supplemental indenture following
the effectiveness of a registration
statement under the Securities Act covering the Notes, the provisions of the TIA
that will thereafter be deemed to be a part of and govern this instrument, and
any such supplemental indenture, respectively.

     "Independent Appraiser" means an investment banking firm of national
standing or any third party appraiser of national standing; provided, however,
that such firm or appraiser is not an Affiliate of the Guarantor.

     "Initial Purchasers" means, collectively, Salomon Brothers International
Limited and Merrill Lynch International.

     "Intercompany Receivables" means the obligations of the Guarantor and, if
applicable, any Restricted Subsidiary to the Issuer in respect of the loans by
the Issuer to the Guarantor and any such Restricted Subsidiary of the proceeds
of the Notes.

     "Interest Payment Date" means the Stated Maturity of an installment of
interest on the Notes.

     "Interest Rate Protection Agreement" means, for any Person, any interest
rate swap agreement, interest rate cap agreement, interest rate collar agreement
or other similar agreement designed to protect against fluctuations in interest
rates.

     "Investment" by any Person means any direct or indirect loan (other than
advances to customers in the ordinary course of business that are recorded as
accounts receivable on the balance sheet of such Person), advance or other
extension of credit or capital contribution (by means of transfers of cash or
other Property to others or payments for Property or services for the account or
use of others, or otherwise) to, or Incurrence of a Guarantee of any obligation
of, or purchase or acquisition of Capital Stock, bonds, notes, debentures or
other securities or evidence of Debt issued by, any other Person. For purposes
of the definition of "Restricted Payment" and Section 4.10, "Investment" shall
include the portion (proportionate to the Guarantor's equity interest in such
Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of the
Guarantor at the time that such Subsidiary is designated an Unrestricted
Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a
Restricted Subsidiary, the Guarantor shall be deemed to continue to have a
permanent "Investment" in an Unrestricted Subsidiary equal to an amount (if
positive) equal to (x) the net amount of the Guarantor's "Investment" in such
Subsidiary through the date of such redesignation less (y) the portion
(proportionate to the Guarantor's equity interest in such Subsidiary) of the
Fair Market Value of the net assets of such Subsidiary at the time of such
redesignation. In determining the amount of any Investment made by transfer of
any Property other than cash, such Property shall be valued at its Fair Market
Value at the time of such Investment.

     "Issue Date" means the date on which the Notes are initially issued.

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

     "Issuer Guarantees" means all obligations of the Issuer under or in respect
of its Guarantees of the obligations of the Guarantor and its Subsidiaries under
(i) the Bank Credit Facility, (ii) Hedging Obligations that constitute Permitted
Debt and (iii) other Senior Debt of the Guarantor in respect of which such
Guarantees may
<PAGE>   10

be provided at the option of the Issuer, as such Guarantees may be amended,
modified, supplemented, replaced, renewed, extended or restated from time to
time.

     "Issuer Order" means a written order signed in the name of the Issuer by
any Person authorized by a resolution of the board of managing directors of the
Issuer.

     "Lien" means, with respect to any Property of any Person, any mortgage or
deed of trust, pledge, hypothecation, assignment, deposit arrangement, security
interest, lien, charge, easement (other than any easement not materially
impairing usefulness or marketability), encumbrance, preference, priority,
ograniczone prawo rzeczowe ("limited property right") or other security
agreement or preferential arrangement of any kind or nature whatsoever, whether
consensual or statutory on or with respect to such Property (including any
Capital Lease Obligation, conditional sale or other title retention agreement
having substantially the same economic effect as any of the foregoing or any
Sale and Leaseback Transaction).

     "Loan Document" means any credit agreement, letter of credit, related
guarantee, related security agreement or related security trust deed.

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

     "Minutes of Use" means, for any period with respect to incoming and
outgoing calls, the aggregate amount of time billed to all subscribers to the
Guarantor's systems for such period.

     "Moody's" means Moody's Investors Service, Inc. and its successors.

     "Net Available Cash" from an Asset Sale means cash payments received
therefrom (including any cash payments received by way of deferred payment of
principal pursuant to a note or installment receivable or otherwise, but only as
and when received, but excluding any other consideration received in the form of
assumption by the acquiring Person of Debt or other obligations relating to such
Properties or received in any other noncash form) in each case net of (i) all
legal, title and recording tax expenses, commissions and other fees and expenses
incurred, and all federal, state, provincial, foreign and local taxes required
to be accrued as a liability under IAS, as a consequence of such Asset Sale,
(ii) all payments made on any Debt which is secured by any Property subject to
such Asset Sale, in accordance with the terms of any Lien upon or other security
agreement of any kind with respect to such Property, or which must by its terms,
or in order to obtain a necessary consent to such Asset Sale, or by applicable
law be repaid out of the proceeds from such Asset Sale, (iii) all distributions
and other payments required to be made to minority interest holders in
Subsidiaries or joint ventures as a result of such Asset Sale and (iv) the
deduction of appropriate amounts provided by the seller as a reserve, in
accordance with IAS, against any liabilities associated with the Property
disposed in such Asset Sale and retained by the Guarantor or any Restricted
Subsidiary after such Asset Sale.

     "Net Cash Proceeds" means, with respect to any issuance or sale of Capital
Stock, the cash proceeds of such issuance or sale, net of attorneys' fees,
accountants' fees, underwriters' or placement agents' fees, discounts or
commissions and brokerage, consultant and other fees actually incurred in
connection with such issuance or sale and net of taxes paid or payable as a
result thereof.

     "Net Payment Obligations" means, at any time, the net amount that a Person
would be required to pay to a counterparty upon the consensual termination at
such time of all Hedging Obligations to which such Person is a party.

     "Notch" means any change in gradation (+ and - for S&P; l, 2 and 3 for
Moody's) with respect to Rating Categories.

     "Notes Guarantees" means the Parent Guarantee and the Holdings Guarantee.

     "Officer" means the general director or the director of finance of the
Guarantor or any other member of the Management Board or the Supervisory Board.
<PAGE>   11

     "Officer's Certificate" means a certificate signed by an Officer, in the
case of the Guarantor, or a managing director of the Issuer or any Person
authorized by a resolution of the board of managing directors of the Issuer, and
in each case delivered to the Trustee.

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

     "Parent Guarantee" means the obligations of the Guarantor pursuant to its
Guarantee of the Issuer's obligations under the Notes and this Indenture.

     "Paying Agent" means the Paying Agent, any successor thereof, and any other
Person (including the Issuer or the Guarantor acting as Paying Agent, except
that for purposes of Article 8, the Paying Agent shall not be the Issuer or a
Subsidiary of the Guarantor or an Affiliate of any of them) authorized by the
Issuer to pay the principal of (and premium, if any) or interest (including
Special Interest, if any) and Additional Amounts, if any, on any Notes on behalf
of the Issuer.

     "Permitted Debt" has the meaning given to such term in Section 4.09.

     "Permitted Holders" means (i) U S WEST International B.V. ("U S West"),
Deutsche Telekom MobilNet GmbH ("DeTeMobil") and Elektrim S.A. ("Elektrim") or
any Person of which the foregoing "beneficially owns" (as defined in Rules 13d-3
and 13d-5 under the Exchange Act) voting securities representing at least
66 2/3% of the total voting power of all classes of Voting Stock of such Person
(exclusive of any matters as to which class voting rights exist) or any Person
that "beneficially owns" voting securities representing at least 66 2/3% of the
total voting power of all classes of Voting Stock of U S West or DeTeMobil or
Elektrim, (ii) any international telecom company with (a) substantial experience
in mobile telecommunications operations, (b) a long-term debt rating by Moody's
of at least Baa3 or by S&P of at least BBB-, or a comparable credit rating by
another internationally recognized rating agency and (c) consolidated revenues
for its most recent full fiscal year of at least $1 billion or the equivalent in
another currency and (iii) any corporation (or other entity) which owns all of
the outstanding Capital Stock of the Guarantor if such entity acquires such
ownership in a transaction in which the owners of all of the Capital Stock of
the Guarantor immediately prior to such transaction acquire proportionate
ownership of all of the Capital Stock (or similar equity ownership interest) of
such entity (or any parent organization which owns all of the outstanding
Capital Stock (or similar equity ownership interest) of such entity).

     "Permitted Investment" means an Investment by the Guarantor or any
Restricted Subsidiary in (a) (i) the form of loans or advances to the Guarantor
or (ii) a Restricted Subsidiary or a Person which will, upon the making of such
Investment, become a Restricted Subsidiary; provided, however, that the primary
business of such Restricted Subsidiary is a Telecommunications Business; (b)
another Person if as a result of such Investment such other Person is merged or
consolidated with or into, or transfers or conveys all or substantially all its
assets to, the Guarantor or a Restricted Subsidiary; provided, however, that
such Person's primary business is a Telecommunications Business; (c) Temporary
Cash Investments; (d) receivables owing to the Guarantor or any Restricted
Subsidiary, if created or acquired in the ordinary course of business and
payable or dischargeable in accordance with customary trade terms; provided,
however, that such trade terms may include such concessionary trade terms as the
Guarantor or any such Restricted Subsidiary deems reasonable under the
circumstances; (e) payroll, travel and similar advances to cover matters that
are expected at the time of such advances ultimately to be treated as expenses
for accounting purposes and that are made in the ordinary course of business;
(f) loans and advances to employees made in the ordinary course of business
consistent with past practices of the Guarantor or such Restricted Subsidiary,
as the case may be, provided that such loans and advances do not exceed $1.0
million at any one time outstanding; (g) stock, obligations or securities
received in settlement of debts created in the ordinary course of business and
owing to the Guarantor or any Restricted Subsidiary or in satisfaction of
judgments; (h) any Person to the extent such Investment represents the non-cash
portion of the consideration received in connection with an Asset Sale
consummated in compliance with Section 4.12; and (i) in addition to Investments
described in clauses (a) through (h) of this definition of "Permitted
Investments", Investments valued at Fair Market Value at the time made not to
exceed $10.0 million outstanding at any one time in the aggregate.
<PAGE>   12

     "Permitted Liens" means

     (a)   Liens securing Senior Debt;

     (b)   Liens on the Property of the Guarantor or any Restricted Subsidiary
           existing on the Issue Date, including with respect to the Escrow
           Accounts;

     (c)   Liens to secure Debt permitted to be Incurred under clause (iii) of
           paragraph (b) of Section 4.09 or under paragraph (b) of Section 4.16;

     (d)   Liens for taxes, assessments or governmental charges, duties or
           levies on the Property of the Guarantor or any Restricted Subsidiary
           if the same shall not at the time be delinquent or thereafter can be
           paid without penalty, or are being contested in good faith and by
           appropriate proceedings promptly instituted and diligently conducted;
           provided that any reserve or other appropriate provision that shall
           be required in conformity with IAS shall have been made therefor;

     (e)   Liens imposed by law, such as carriers', warehousemen's, mechanics'
           and landlord's Liens and other similar Liens on the Property of the
           Guarantor or any Restricted Subsidiary arising in the ordinary course
           of business and securing payment of obligations which are not more
           than 60 days past due or are being contested in good faith and by
           appropriate proceedings;

     (f)   Liens on the Property of the Guarantor or any Restricted Subsidiary
           Incurred in the ordinary course of business to secure performance of
           obligations with respect to statutory or regulatory requirements,
           performance or return-of-money bonds, surety bonds or other
           obligations of a like nature and Incurred in a manner consistent with
           industry practice, in each case, which are not incurred in connection
           with the borrowing of money, the obtaining of advances or credit or
           the payment of the deferred purchase price of Property and which do
           not in the aggregate impair in any material respect the use of
           Property in the operation of the business of the Guarantor and its
           Restricted Subsidiaries taken as a whole;

     (g)   Liens on Property at the time the Guarantor or any Restricted
           Subsidiary acquired such Property, including any acquisition by means
           of a merger or consolidation with or into the Guarantor or any
           Restricted Subsidiary; provided, however, that such Lien shall not
           have been Incurred in anticipation or in connection with such
           transaction or series of transactions pursuant to which such Property
           was acquired by the Guarantor or any Restricted Subsidiary;

     (h)   pledges or deposits by the Guarantor or any Restricted Subsidiary
           under workmen's compensation laws, unemployment insurance laws or
           similar legislation, good faith deposits in connection with bids,
           tenders, contracts (other than for the payment of Debt) or leases to
           which the Guarantor or any Restricted Subsidiary is a party, deposits
           to secure public or statutory obligations of the Guarantor, and
           deposits for the payment of rent, in each case Incurred in the
           ordinary course of business;

     (i)   Liens on the Property of a Person at the time such Person becomes a
           Restricted Subsidiary; provided, however, that any such Lien may not
           extend to any other Property of the Guarantor or any other Restricted
           Subsidiary which is not a direct Subsidiary of such Person; provided
           further, however, that any such Lien was not Incurred in anticipation
           of or in connection with the transaction or series of transactions
           pursuant to which such Person became a Restricted Subsidiary;

     (j)   utility easements, building or zoning restrictions and such other
           encumbrances or charges against real Property and defects of title as
           are of a nature generally existing with respect to properties of a
           similar character;

     (k)   Liens on the Property of the Guarantor or any Restricted Subsidiary
           to secure any extension, renewal, refinancing, replacement or
           refunding (or successive extensions, renewals, refinancings,
           replacements or refundings), in whole or in part, of any Debt secured
           by Liens referred to in any of clauses (a), (b), (c), (g) or (i);
           provided, however, that any such Lien will be limited to all or part
           of the same Property that secured the original Lien (plus
           improvements on such Property) and the aggregate principal amount of
           Debt that is secured by such Lien will not be increased to an amount
           greater than the sum of (A) the outstanding principal amount, or, if
           greater, the committed amount, of the Debt secured by
<PAGE>   13

        Liens described under clauses (a), (b), (c), (g) or (i) at the time the
        original Lien became a Permitted Lien under the Indenture and (B) an
        amount necessary to pay any premiums, fees and other expenses incurred
        by the Guarantor in connection with such refinancing, refunding,
        extension, renewal or replacement; or

     (l)   Liens on the Property of any Unrestricted Subsidiary;

     (m)  Liens in favor of the Guarantor or any Restricted Subsidiary;

     (n)   Liens on the Property of the Guarantor or any Restricted Subsidiary
           pursuant to conditional sale or title retention agreements;

     (o)   Liens on the Property of the Guarantor or any Restricted Subsidiary
           relating to judgements being contested in good faith by the Guarantor
           or any Restricted Subsidiary;

     (p)   Liens on the Property of the Guarantor or any Restricted Subsidiary
           pursuant to good faith contract deposits;

     (q)   Liens on Property of the Guarantor or any Restricted Subsidiary
           arising as a result of immaterial leases of such Property to other
           Persons;

     (r)   any Lien securing Debt of the Guarantor or any Restricted Subsidiary,
           provided that the Lien only extends to cash or other current assets
           to be used by the Guarantor or such Restricted Subsidiary to make
           payments of interest (and other obligations) on such Debt; or

     (s)   extensions or renewals of Liens permitted by clause (a) through (r)
           above.

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

     "Pledged Securities" has the meaning given to such term in the Dollar
Escrow Agreement.

     "Polish Government Obligations" means direct obligations (or certificates
representing an ownership interest in such obligations) of the Republic of
Poland (including any agency or instrumentality thereof) for the payment of
which the full faith and credit of the Republic of Poland is pledged.

     "Preferred Stock" means any Capital Stock of a Person, however designated,
which entitles the holder thereof to a preference with respect to the payment of
dividends, or as to the distribution of assets upon any voluntary or involuntary
liquidation or dissolution of such Person over shares of any other class of
Capital Stock issued by such Person.

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

     "pro forma" means, with respect to any calculation made or required to be
made pursuant to the terms hereof, a calculation performed in accordance with
Article II of Regulation S-X promulgated under the Securities Act, as
interpreted in good faith by the Management Board after consultation with the
independent certified public accountants of the Guarantor, or otherwise a
calculation made in good faith by the Management Board after consultation with
the independent certified public accountants of the Guarantor, as the case may
be.

     "Property" means, with respect to any Person, any interest of such Person
in any kind of property or asset, whether real, personal or mixed, or tangible
or intangible, including Capital Stock in, and other securities of, any other
Person. For purposes of any calculation required pursuant to the Indenture, the
value of any Property shall be its Fair Market Value.

     "Public Equity Offering" means a bona fide public offering to a substantial
number of offerees of ordinary shares of the Guarantor with aggregate net
proceeds to the Guarantor of not less than $100.0 million.

     "Qualified Debt Offering" means an Incurrence by the Guarantor or a
Restricted Subsidiary of Debt to banks or other financial institutions or
pursuant to a domestic note offering in Poland in an aggregate principal
<PAGE>   14

amount that, when taken together with Debt outstanding under the Bank Credit
Facility and Refinancing Debt Incurred in respect thereof, does not exceed, and
with maturities that would not result in amounts exceeding, the amounts of Debt
permitted under Section 4.09(b)(ii) or clause (a) of Section 4.16.

     "QIB" means a "Qualified Institutional Buyer" as defined under Rule 144A.

     "Rating Agency" means S&P and Moody's.

     "Rating Categories" means (i) with respect to S&P, any of the following
categories AAA, AA, A, BBB, BB, B, CCC, CC or C; and (ii) with respect to
Moody's, any of the following categories Aaa, Aa, A, Baa, Ba, B, Caa, Ca or C.

     "Rating Date" means the date which is the earlier of (x) 120 days prior to
the occurrence of the event specified in clauses (a), (b) or (c) of the
definition of a Change of Control and (y) the date of the first public
announcement of the possibility of such event.

     "Rating Decline" means the occurrence on any date within the 90-day period
following the occurrence of an event specified in clauses (a), (b) or (c) of the
definition of a Change of Control (which period shall be extended so long as
during such period the rating of the Notes is under publicly announced
consideration for possible downgrade by a Rating Agency) of either of the
following events (i) either Rating Agency shall lower its rating on the Notes at
least two Notches below the rating of the Notes by such Rating Agency on the
Rating Date or (ii) either Rating Agency shall withdraw its rating of the Notes.
In determining how many Notches the rating of the Notes has decreased, gradation
with respect to Rating Categories will be taken in account (e.g. with respect to
S&P, a decline in a rating from BB+ to BB, or from BB- to B+, will constitute a
decrease of one Notch).

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

     "Redeemable Stock" means, with respect to any Person, 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) or otherwise (i) matures or is mandatorily
redeemable pursuant to a sinking fund obligation or otherwise, (ii) is or may
become redeemable or repurchaseable at the option of the holder thereof, in
whole or in part, or (iii) is convertible or exchangeable for Debt or
Disqualified Stock.

     "Redemption Price" means the price to redeem a Note, expressed as a
percentage of the principal amount of maturity set forth in the Notes under
"Optional Redemption", "Optional Tax Redemption", or "Redemption at Option of
Holders", as applicable.

     "Refinancing Debt" means any Debt that renews, extends, repays,
substitutes, refinances or replaces (collectively, "refinances", "refinanced"
and "refinancing" shall have correlative meanings) any Debt, including any
successive refinancings so long as (a) such Debt is in an aggregate principal or
commitment amount (or if Incurred with original issue discount, an aggregate
issue price) not in excess of the sum of (i) the aggregate principal or
commitment amount (or if Incurred with original issue discount, the aggregate
accreted value) then outstanding or in effect, respectively, of the Debt being
refinanced and (ii) an amount necessary to pay any fees and expenses, including
premiums and defeasance costs, related to such refinancing, and (b) in the case
of Subordinated Obligations, (i) the Average Life of such Debt is equal to or
greater than the Average Life of the Debt being refinanced, (ii) the Stated
Maturity of such Debt is no earlier than the Stated Maturity of the Debt being
refinanced, and (iii) such Debt is subordinated in right of payment to Senior
Debt or the Notes to at least the same extent, if any, as the Debt being
refinanced; provided that Refinancing Debt shall not include Debt of the
Guarantor or a Restricted Subsidiary that refinances Debt of an Unrestricted
Subsidiary.

     "Registered Exchange Offer" has the meaning set forth in the Registration
Rights Agreement.

     "Registrar" means State Street Bank and Trust Company and any successor
registrar.

     "Registration Rights Agreement" means the Registration Rights Agreement
relating to the Notes dated November 23, 1999, among the Issuer, the Guarantor
and the Initial Purchasers.
<PAGE>   15

     "Regulation S" means Regulation S under the Securities Act (including any
successor regulation thereto), as it may be amended from time to time.

     "Representative" means the trustee, agent or representative expressly
authorized to act in such capacity, if any, for any Senior Debt or, if no such
Person is so authorized, the holders of such Senior Debt.

     "Representative of the Bank Debt" means the trustee, agent or
representative expressly authorized to act in such capacity, if any, for any
Bank Debt or, if no such Person is so authorized, the holders of such Bank Debt.

     "Restricted Payment" means (a) any dividend or other payment or
distribution (whether made in cash, Property or securities) declared or paid on
or with respect to any shares of Capital Stock of the Guarantor or Capital Stock
of any Restricted Subsidiary except for any dividend or distribution which is
made solely to the Guarantor or a Restricted Subsidiary (and, if such Restricted
Subsidiary is not a Wholly Owned Subsidiary, to the other shareholders of such
Restricted Subsidiary on a pro rata basis) or dividends or distributions payable
solely in shares of Capital Stock (other than Redeemable Stock) of the
Guarantor; (b) a payment made by the Guarantor or any Restricted Subsidiary to
purchase, redeem, acquire or retire any Capital Stock of the Guarantor or a
Restricted Subsidiary held by Persons other than the Guarantor or any Wholly
Owned Subsidiary; (c) a payment made by the Guarantor or any Restricted
Subsidiary to redeem, repurchase, defease or otherwise acquire or retire for
value, prior to any scheduled maturity, scheduled sinking fund or mandatory
redemption payment, any Subordinated Obligation (other than the purchase,
repurchase, or other acquisition of any Subordinated Obligation purchased in
anticipation of satisfying a sinking fund obligation, principal installment or
final maturity, in each case due within one year of the date of acquisition) or
make any payment on, redeem, repurchase or defease or otherwise acquire or
retire for value the Shareholders Loans; or (d) an Investment (other than
Permitted Investments) in any Person.

     "Restricted Subsidiary" means (a) any Subsidiary of the Guarantor on or
after the Issue Date unless such Subsidiary shall have been designated an
Unrestricted Subsidiary as permitted or required pursuant to Section 4.20 and
(b) an Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary
as permitted pursuant to Section 4.20.

     "Rule 144" means Rule 144 under the Securities Act (including any successor
regulation thereto), as it may be amended from time to time.

     "Rule 144A" means Rule 144A under the Securities Act (including any
successor regulation thereto), as it may be amended from time to time.

     "S&P" means Standard & Poor's Ratings Group, a division of McGraw Hill,
Inc., and its successors.

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

     "Scheduled Reductions" shall mean the following amounts on the following
dates: (a) DM 50,400,000 on each January 1 and July 1 from January 1, 2002
through July 1, 2003 and (b) DM 67,200,000 on each January 1 and July 1 from
January 1, 2004 through January 1, 2007.

     "SEC" means the United States Securities and Exchange Commission.

     "Secured Debt" means any Debt of the Guarantor secured by a Lien.

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

     "Senior Debt" means Senior Debt of the Guarantor and Senior Debt of the
Issuer.

     "Senior Debt of the Guarantor" means the principal of (and premium, if
any), interest (including interest following the filing of any petition in
bankruptcy or for reorganization relating to the Guarantor or the Issuer,
whether or not such claim for post-petition interest is an allowed claim in such
proceeding) on, reimbursements, indemnification, margin payments, fees and other
amounts payable under or in respect of (i) the Bank Credit Facility, (ii)
refinancings and refundings in whole or in part of the Bank Credit Facility
(including successive refinancings and refundings), (iii) Hedging Obligations
that constitute Permitted Debt and (iv) other Debt of the
<PAGE>   16

Guarantor for borrowed money (including, without limitation Capital Lease
Obligations and long-term financing provided by vendors of capital equipment)
that does not by its terms expressly provide that it is subordinated in right of
payment to any other Debt of the Guarantor.

     "Senior Debt of the Issuer" means all obligations of the Issuer under or in
respect of (i) the Issuer Guarantees, (ii) refinancings and refundings in whole
or in part of the Issuer Guarantees (including successive refinancings and
refundings) and (iii) other Debt of the Issuer for borrowed money that does not
by its terms expressly provide that it is subordinated in right of payment to
any other Debt of the Issuer.

     "Senior Subordinated Debt" means Senior Subordinated Debt of the Issuer and
Senior Subordinated Debt of the Guarantor.

     "Senior Subordinated Debt of the Guarantor" means Debt of the Guarantor
that specifically provides that such Debt is to rank equally with the
obligations of the Guarantor under the Parent Guarantee, the Euro Notes Parent
Guarantee and the Existing Notes Guarantee and does not by its terms expressly
provide that it is subordinated to any other obligation of the Guarantor which
is not Senior Debt of the Guarantor.

     "Senior Subordinated Debt of the Issuer" means Debt of the Issuer that
specifically provides that such Debt is to rank equally with the obligations of
the Issuer under the Notes and the Euro Notes and does not by its terms
expressly provide that it is subordinated to any other obligation of the Issuer
which is not Senior Debt of the Issuer.

     "Shareholders' Agreement" means the agreement among the Guarantor,
Elektrim, U S West, DeTeMobil and certain other shareholders of the Guarantor
dated December 2, 1995, as amended on March 11, 1997.

     "Shareholders Loans" means the loans made to the Guarantor by each of
Elektrim S.A., DeTeMobil Deutsche Telekom Mobil Net GmGH and Media One
International B.V., each dated August 24, 1999, and any refinancings thereof.

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

     "Significant Subsidiary" means, at any date of determination, any
Restricted Subsidiary that, together with its Subsidiaries, (i) as of the end of
such fiscal year, was the owner of more than 15% of the consolidated assets of
the Guarantor and its Restricted Subsidiaries, or (ii) for the most recent
fiscal year of the Guarantor, accounted for more than 15% of EBITDA, all as set
forth on the most recently available consolidated financial statements of the
Guarantor.

     "Special Interest" means the Special Interest as defined in the form of
Dollar Note attached hereto as Exhibit A.

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

     "Subordinated Obligation" means any Debt of the Guarantor or the Issuer
(whether outstanding on the Issue Date or thereafter Incurred) which is
subordinate or junior in right of payment, in the case of Debt of the Guarantor,
to the Guarantor's obligations under the Parent Guarantee, the Euro Notes Parent
Guarantee, the Existing Notes Guarantee and, in the case of the Issuer, to the
Notes, in each case pursuant to a written agreement to that effect.

     "Subsidiary" of any specified Person means any corporation, partnership,
joint venture, association or other business entity, whether now existing or
hereafter organized or acquired, (a) in the case of a corporation, of which at
least 50% of the total voting power of the Voting Stock is held by such
first-named Person or any of its Subsidiaries and such first-named Person or any
of its Subsidiaries has the power to direct the management, policies and affairs
thereof; or (b) in the case of a partnership, joint venture, association, or
other business entity, with respect to which such first-named Person or any of
its Subsidiaries has the power to direct or cause the
<PAGE>   17

direction of the management and policies of such entity by contract or otherwise
if in accordance with IAS such entity is consolidated with the first-named
Person for financial statement purposes.

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

     "Telecommunications Business" means the business of (i) transmitting, or
providing services relating to the transmission of, voice, video or data through
owned or leased transmission facilities, (ii) constructing, creating, developing
or marketing communications related network equipment, software and other
devices for use in a telecommunications business or (iii) evaluating,
participating or pursuing any other activity or opportunity that is primarily
related to those identified in (i) or (ii) above.

     "Telecommunications License" means each of the GSM 900 License and the GSM
1800 License.

     "Temporary Cash Investments" means any of the following: (a) Investments in
U.S. Government Securities or Polish Government Obligations maturing within 90
days of the date of acquisition thereof, (b) Investments in time deposit
accounts, certificates of deposit and money market deposits maturing within 90
days of the date of acquisition thereof issued by Citibank (Poland) S.A., BRE
S.A. or a bank or trust company which is organized under the laws of the United
States of America or any state thereof or any country recognized by the United
States of America having capital, surplus and undivided profits aggregating in
excess of $500,000,000 and whose long-term debt is rated "A-3" or higher
according to Moody's or "A-" or higher according to S&P (or a similar equivalent
rating by at least one "nationally recognized statistical rating organization"
(as defined in Rule 436 under the Securities Act)), (c) repurchase obligations
with a term of not more than 7 days for underlying notes of the types described
in clause (a) entered into with a bank meeting the qualifications described in
clause (b) above, and (d) Investments in commercial paper, maturing not more
than 90 days after the date of acquisition, issued by a corporation (other than
an Affiliate of the Guarantor) organized and in existence under the laws of the
United States of America or a member country of the European Union with a rating
at the time as of which any Investment therein is made of "P-1" (or higher)
according to Moody's or "A-1" (or higher) according to S&P (or a similar
equivalent rating by at least one "nationally recognized statistical rating
organization" (as defined in Rule 436 under the Securities Act)).

     "TIA" means the United States Trust Indenture Act of 1939 as in effect on
the date hereof; provided, however, that in the event the Trust Indenture Act of
1939 is amended after such date, "TIA" means, to the extent required by any such
amendment, the Trust Indenture Act of 1939, as so amended.

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

     "Trust Officer" means, when used with respect to the Trustee, any vice
president, assistant vice president or trust officer in the corporate trust
administration of the Trustee or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above-designated
officers, and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his or her
knowledge of and familiarity with the particular subject.

     "UMTS License" means any license awarded by the Polish Ministry of
Communications, or a successor governmental entity to operate a Universal Mobile
Telecommunications System.

     "Unrestricted Subsidiary" means (a) any Subsidiary of the Guarantor in
existence on the Issue Date (other than the Issuer) that is designated as an
Unrestricted Subsidiary; (b) any Subsidiary of an Unrestricted Subsidiary; and
(c) any Subsidiary of the Guarantor that is designated after the Issue Date as
an Unrestricted Subsidiary as permitted pursuant to Section 4.20 and not
thereafter redesignated as a Restricted Subsidiary as permitted pursuant
thereto.

     "U.S. Dollar Equivalent" means, with respect to any monetary amount in a
currency other than U.S. Dollars, at any time for the determination thereof, the
amount of U.S. Dollars obtained by converting such foreign currency involved in
such computation into U.S. Dollars at the spot rate for the purchase of U.S.
Dollars with the applicable foreign currency as published in the Wall Street
Journal in the "Exchange Rates" column under the heading "Currency Trading" on
the date two Business Days prior to such determination.
<PAGE>   18

     "U.S. Government Securities" 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.

     "Voting Stock" of a corporation means all classes of Capital Stock of such
corporation then outstanding and normally entitled to vote in the election of
directors.

     "Wholly Owned Subsidiary" means, at any time, a Restricted Subsidiary all
of the Voting Stock of which (except directors' qualifying shares) is at the
time owned, directly or indirectly, by the Guarantor and its other Wholly Owned
Subsidiaries.

     SECTION 1.02  OTHER DEFINITIONS.

<TABLE>
<CAPTION>
                                                               DEFINED
TERM                                                          IN SECTION
----                                                          ----------
<S>                                                           <C>
"Act".......................................................   13.15
"Affiliate Transaction".....................................    4.13
"Authorized Agent"..........................................   13.1
"Asset Sale Offer"..........................................    4.12
"Change of Control Offer"...................................    4.14
"Change of Control Purchase Price"..........................    4.14
"Commencement Date".........................................    3.08(b)
"Guarantor's Authorized Agent"..............................   13.09
"covenant defeasance option"................................    8.01(b)
"Defaulted Interest"........................................    2.11
"DTC Security Holder".......................................    2.01
"Event of Default"..........................................    6.01
"Excess Proceeds"...........................................    4.12
"Global Notes"..............................................    2.01(c)
"legal defeasance option"...................................    8.01(b)
"Legal Holiday".............................................   13.07
"Notice of Default".........................................    6.01
"Offer Amount"..............................................    3.08(b)
"Obligations"...............................................   11.01
"Participants"..............................................    2.01(c)
"pay the Notes".............................................   10.03
"Payment Blockage Notice"...................................   10.03
"Payment Blockage Period"...................................   10.03
"Permitted Debt"............................................    4.09(b)
"Purchase Agreement"........................................    2.01(b)
"Purchase Date".............................................    3.08(b)
"Refinanced Debt"...........................................    4.09(d)
"Regulation S Global Note"..................................    2.01(b)
"Restricted Global Note"....................................    2.01(b)
"Restricted Payment"........................................    4.01
"Security Register".........................................    2.03
"Surviving Person"..........................................    5.01(a)
"Taxes".....................................................    4.18
"Tender Period".............................................    3.08(b)
"U.S. Exchange Global Note".................................    2.01(b)
</TABLE>
<PAGE>   19

     SECTION 1.03  INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

     Upon the earlier of the effectiveness of the Exchange Offer Registration
Statement and the Shelf Registration Statement, this Indenture shall become
subject to the mandatory provisions of the TIA, which are incorporated by
reference in and will be made a part of this Indenture. The following TIA terms
used in this Indenture have the following meanings:

     "indenture notes" means the Notes.

     "indenture note holder" means a Holder.

     "indenture to be qualified" means this Indenture.

     "indenture trustee" or "institutional trustee" means the Trustee.

     "obligor" on the indenture notes means the Issuer, Holdings and the
     Guarantor.

     All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
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 IAS;

     (3)   "or" is not exclusive;

     (4)   "including" or "include" means including or include without
           limitation;

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

     (6)   unsecured or unguaranteed Debt shall not be deemed to be subordinate
           or junior to secured or guaranteed Debt merely by virtue of its
           nature as unsecured or unguaranteed Debt;

     (7)   the principal amount of any noninterest bearing or other discount
           note 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 IAS;

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

     (9)   for purposes of the covenants and definitions set forth in this
           Indenture, amounts stated in U.S. dollars shall be deemed to include
           both U.S. dollars and U.S. Dollar Equivalents and amounts stated in
           Deutschmark ("DM") shall be deemed to include both DM and DM
           Equivalents;

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

     (11)  an Event of Default shall be deemed not to be continuing when the
           event that caused such Event of Default could occur without causing a
           Default or an Event of Default.

                                   ARTICLE 2

                                   THE NOTES

     SECTION 2.01  FORM AND TERMS.  The Dollar Notes, the Notes Guarantees 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 Exchange Notes, the Guarantees thereof and the Trustee's
certificate of
<PAGE>   20

authentication thereon shall be substantially in the form of Exhibit B, which is
hereby incorporated in and expressly made a part of this Indenture. The Notes
may have notations, legends or endorsements required by law, securities exchange
rule and agreements to which the Issuer, Holdings or the Guarantor is subject,
if any (provided that any such notation, legend or endorsement is in a form
acceptable to the Guarantor). The Issuer, Holdings or the Guarantor shall
furnish any such legend not contained in Exhibit A or Exhibit B to the Trustee
in writing. Each Note shall be dated the date of its authentication.

     The Notes shall be known and designated as the 11 1/4% Senior Subordinated
Guaranteed Notes due 2009 of the Issuer. The Notes will be senior subordinated
obligations of the Issuer and will be limited to an aggregate principal amount
at maturity of $150,000,000. The Stated Maturity of the Notes shall be December
1, 2009. From November 23, 1999, or from the most recent interest payment date
to which interest has been paid or provided for, cash interest on the Notes will
accrue at 11 1/4% per year, payable semiannually on June 1 and December 1 of
each year, beginning on June 1, 2000, to the Person in whose name the Notes (or
any predecessor Note) is registered at the close of business on the preceding
May 15 or November 15, as the case may be.

     (a)   Payment.  The principal of the Notes shall be payable at the
           Corporate Trust Office of State Street Bank and Trust Company and,
           subject to any fiscal or other laws and regulations applicable
           thereto, at the specified offices of any other Paying Agent appointed
           by the Issuer. Subject to Section 2.09(b), payment of principal of
           and interest on the Notes shall be made by the Issuer, Holdings or
           the Guarantor in United States dollars in immediately available funds
           to the Depositary or its nominee, as the case may be, as the sole
           registered holder of the Restricted Global Note and the Regulation S
           Global Note; provided, however, that payment of interest may be made
           at the option of the Issuer by check mailed to the Holder. The amount
           of payments in respect of interest on each Interest Payment Date
           shall correspond to the aggregate principal amount of Notes
           represented by the Regulation S Global Note and the Restricted Global
           Note, as established by the Registrar at the close of business on the
           relevant Record Date. Payments of principal shall be made upon
           surrender of the Regulation S Global Note and the Restricted Global
           Note to the Paying Agent.

       All payments made by the Issuer or the Guarantor to, or to the order of,
       the holder of the Regulation S Global Note, the Restricted Global Note
       and, if and when issued, the U.S. Exchange Global Note, respectively,
       shall discharge the liability of the Guarantor under the Notes to the
       extent of the sums so paid.

     (b)   Dollar Notes.  The Notes are being offered and sold by the Issuer and
           the Guarantor pursuant to a Purchase Agreement, dated November 23,
           1999, among the Issuer, the Guarantor, Holdings and the Initial
           Purchasers (the "Purchase Agreement").

       Dollar Notes offered and sold in reliance on Regulation S, as provided in
       the Purchase Agreement, shall be issued initially in the form of one or
       more global Notes in fully registered form without interest coupons
       substantially in the form of Exhibit A hereto, with such applicable
       legends as are provided in Exhibit A hereto, except as otherwise
       permitted herein (the "Regulation S Global Note"), which shall be
       deposited on behalf of the purchasers of the Dollar Notes represented
       thereby with the Trustee, at its office in New York, as custodian for the
       Depositary, and registered in the name of the Depositary or its nominee,
       as the case may be, for the accounts of designated agents holding on
       behalf of Euroclear or Cedel, duly executed by the Issuer and
       authenticated by the Trustee as hereinafter provided. The aggregate
       principal amount of the Regulation S Global Note may from time to time be
       increased or decreased by adjustments made by the Registrar on the
       Security Register, as hereinafter provided.

       Notes offered and sold to QIBs in reliance on Rule 144A as provided in
       the Purchase Agreement, shall be issued initially in the form of one or
       more permanent Global Notes in fully registered form without interest
       coupons substantially in the form of Exhibit A hereto, with such
       applicable legends as are provided in Exhibit A hereto, except as
       otherwise permitted herein (the "Restricted Global Note"), which shall be
       deposited on behalf of the purchasers of the Notes represented thereby
       with the Trustee, at its office in New York, as custodian for the
       Depositary, and registered in the name of the Depositary, or its nominee,
       as the case may be, duly executed by the Issuer and authenticated by the
<PAGE>   21

        Trustee as hereinafter provided. The aggregate principal amount of the
        Restricted Global Note may from time to time be increased or decreased
        by adjustments made by the Registrar on the Security Register, as
        hereinafter provided.

       If and when issued, Exchange Notes offered to holders of the Dollar
       Notes, as provided in the Registration Rights Agreement, shall be issued
       initially in the form of one or more permanent Global Notes in fully
       registered form without interest coupons substantially in the form of
       Exhibit B hereto, with such applicable legends as are provided in Exhibit
       B hereto, except as otherwise permitted herein (the "U.S. Exchange Global
       Note"), which shall be deposited on behalf of the holders of the Exchange
       Notes represented thereby with the Trustee, at its New York office, as
       custodian for the Depositary, and registered in the name of the
       Depositary, or its nominee, as the case may be, duly executed by the
       Issuer and authenticated by the Trustee as hereinafter provided. The
       aggregate principal amount of the U.S. Exchange Global Note may from time
       to time be increased or decreased by adjustments made by the Registrar on
       the Security Register, as hereinafter provided.

     (c)   Book-Entry Provisions.  This Section 2.01(c) shall apply to the
           Regulation S Global Note, the Restricted Global Note and, if and when
           issued, the U.S. Exchange Global Note (collectively, the "Global
           Notes") deposited with or on behalf of the Depositary.

       Members of, or participants in, the Depositary ("Participants") shall
       have no rights under this Indenture with respect to any Global Note held
       on their behalf by the Depositary or by the Trustee as the custodian of
       the Depositary or under such Global Note, and the Depositary or its
       nominee may be treated by the Issuer, Holdings, the Guarantor, the
       Trustee and any agent of the Issuer, Holdings, the Guarantor or the
       Trustee as the sole owner of such Global Note for all purposes
       whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
       the Issuer, Holdings, the Guarantor, the Trustee or any agent of the
       Issuer, Holdings, the Guarantor or the Trustee from giving effect to any
       written certification, proxy or other authorization furnished by the
       Depositary or impair, as between the Depositary and its Participants, the
       operation of customary practices of such Depositary governing the
       exercise of the rights of a Holder of a beneficial interest in any Global
       Note.

       Subject to the provisions of Section 2.09(b), the registered Holder of a
       Global Note may grant proxies and otherwise authorize any Person,
       including Participants and Persons that may hold interests through
       Participants, and account holders of Euroclear or Cedel, and Persons that
       may hold interests through such account holders, to take any action which
       a Holder is entitled to take under this Indenture or the Notes.

       Except as provided in Section 2.09 owners of a beneficial interest in
       Global Notes will not be entitled to receive physical delivery of
       certificated Notes.

     (d)   Cessation of Restrictions.  Upon the consummation of a Registered
           Exchange Offer, the requirements that any Dollar Note remaining
           outstanding (i) be issued in global form shall continue to apply,
           subject to Section 2.09, and (ii) contain the legends set forth in
           Exhibit A hereto shall continue to apply.

       Any Exchange Note issued in respect of any Note shall bear only the
       legends set forth in Exhibit B hereto. After a transfer of any Note
       pursuant to a Shelf Registration Statement, the requirement that any Note
       be issued in global form shall continue to apply, subject to Section
       2.09, but all requirements pertaining to legends on such Note as set
       forth in Exhibit A hereto shall cease to apply (provided, however, that
       such Note shall bear the legends set forth in Exhibit B hereto),
       beneficial interests in such Note shall be reflected in the U.S. Exchange
       Global Note and the provisions relating to the payment of Special
       Interest on such Note shall cease to apply.

     SECTION 2.02  EXECUTION AND AUTHENTICATION.  An authorized director or
executive officer shall sign the Notes for the Issuer by manual or facsimile
signature.

     If an authorized director or executive officer whose signature is on a Note
no longer holds that office at the time the Trustee authenticates the Note, the
Note shall be valid nevertheless.
<PAGE>   22

     A Note shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose until an authorized signatory of the Trustee
manually signs the certificate of authentication, substantially in the form
provided in Exhibit A and Exhibit B hereto, on the Note. The signature shall be
conclusive evidence that the Note has been authenticated under this Indenture.

     Pursuant to an Issuer Order, the Issuer shall execute and the Trustee shall
authenticate (1) Dollar Notes (including one or more Global Notes in accordance
with Section 2.01(c)) for original issue up to an aggregate principal amount
stated in paragraph 6 of the Dollar Notes and (2) Exchange Notes for issue only
in a Registered Exchange Offer, pursuant to the Registration Rights Agreement,
for Dollar Notes up to a like principal amount. The aggregate principal amount
of Notes outstanding shall not exceed the amount set forth herein except as
provided in Section 2.07.

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

     SECTION 2.03  REGISTRAR, SECURITY REGISTER AND PAYING AGENT.  Subject to
any applicable laws and regulations, the Issuer shall cause the Registrar to
keep a register (the "Security Register") at its Corporate Trust Office in
which, subject to such reasonable regulations it may prescribe, the Issuer shall
provide for the registration of ownership, exchange, and transfer of the Notes.
Such registration in the Security Register shall be conclusive evidence of the
ownership of Notes. Included in the books and records for the Notes shall be
notations as to whether such Notes have been paid, exchanged or transferred,
canceled, lost, stolen, mutilated or destroyed and whether such Notes have been
replaced. In the case of the replacement of any of the Notes, the Registrar
shall keep a record of the Note so replaced and the Note issued in replacement
thereof. In the case of the cancellation of any of the Notes, the Registrar
shall keep a record of the Note so canceled and the date on which such Note was
canceled.

     The Issuer shall maintain an office or agency within the City and State of
New York where Notes may be presented for payment to the Paying Agent. The
Issuer and the Guarantor will at all times maintain a Paying Agent in Luxembourg
as long as the Notes may be listed on the Luxembourg Stock Exchange. The Issuer
may have one or more Co-Registrars and one or more additional paying agents. The
term "Paying Agent" includes any additional paying agent.

     The Issuer shall enter into an appropriate agency agreement with any Paying
Agent or Co-Registrar not a party to this Indenture, which, following the
effectiveness of a Registration Statement pursuant to the Registration Rights
Agreement, shall incorporate the terms of the TIA. The agreement shall implement
the provisions of this Indenture that relate to such agent. The Issuer shall
notify the Trustee of the name and address of any such agent. Initially, State
Street Bank and Trust Company will act as Paying Agent and Registrar. If the
Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as
such and shall be entitled to appropriate compensation therefor pursuant to
Section 7.07. The Issuer or any of its Wholly Owned Subsidiaries incorporated in
the United States may act as Paying Agent, Registrar, Co-Registrar or transfer
agent.

     SECTION 2.04  DENOMINATIONS.  The Notes shall be issued without coupons and
only in denominations of $1,000 or any integral multiple thereof.

     SECTION 2.05  HOLDER LISTS.  The Registrar shall preserve in as current a
form as is reasonably practicable the most recent list available to it of the
names and addresses of Holders. If the Trustee is not the Registrar, the Issuer
shall furnish to the Trustee, in writing no later than the Record Date for 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 Holders.

     SECTION 2.06  TRANSFER AND EXCHANGE.  Where Notes are presented to the
Registrar or a Co-Registrar with a request to register a transfer or to exchange
them for an equal principal amount of Notes of other
<PAGE>   23

denominations, the Registrar shall register the transfer or make the exchange in
accordance with the requirements of this Section 2.06. To permit registrations
of transfers and exchanges, the Issuer shall execute and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Notes, of any authorized denominations and of a
like aggregate principal amount, at the Registrar's request. No service charge
shall be made for any registration of transfer or exchange of Notes (except as
otherwise expressly permitted herein), but the Issuer may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable
in connection with any such registration of transfer or exchange of Notes (other
than any such transfer tax or similar governmental charge payable upon exchanges
pursuant to Sections 2.09, 3.06 or 9.05) or in accordance with an Asset Sale
Offer pursuant to Section 4.12 or Change of Control Offer pursuant to Section
4.14, not involving a transfer.

     Upon presentation for exchange or transfer of any Note at the office of the
Registrar as permitted by the terms of this Indenture and by any legend
appearing on such Note, such Note shall be exchanged or transferred upon the
Security Register and one or more new Notes shall be authenticated and issued in
the name of the Holder (in the case of exchanges only) or the transferee, as the
case may be. No exchange or transfer of a Note shall be effective under this
Indenture unless and until such Note has been registered in the name of such
Person in the Security Register. Furthermore, the exchange or transfer of any
Note shall not be effective under this Indenture unless the request for such
exchange or transfer is made by the Holder or by a duly authorized attorney-
in-fact at the office of the Registrar.

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

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

     In the event that the Issuer delivers to the Trustee a copy of an Officer's
Certificate certifying that a registration statement under the Securities Act
with respect to the Registered Exchange Offer, or a Shelf Registration Statement
has been declared effective by the SEC and that the Issuer has offered Exchange
Notes to the Holders in accordance with the Registered Exchange Offer or that
Notes have been offered pursuant to such Shelf Registration Statement, the
Trustee shall exchange or issue upon transfer, as the case may be, upon request
of any Holder, such Holder's Notes for (i) in the case of a Registered Exchange
Offer, Exchange Notes upon the terms set forth in the Registered Exchange Offer
or (ii) in the case of a transfer pursuant to a Shelf Registration Statement,
Notes that comply with the requirements applicable following such a transfer as
set forth in Section 2.01(d).

     The Issuer shall not be required (i) to issue, register the transfer of or
exchange any Note during a period beginning at the opening of 15 Business Days
before the day of the mailing of a notice of redemption of Notes selected for
redemption under Section 3.02 and ending at the close of business on the day of
such mailing, or (ii) to register the transfer of or exchange any Note so
selected for redemption in whole or in part, except the unredeemed portion of
any Note being redeemed in part.

     (a)   Notwithstanding any provision to the contrary herein, so long as a
           Global Note remains outstanding and is held by or on behalf of the
           Depositary, transfers of a Global Note, in whole or in part, or of
           any beneficial interest therein, shall only be made in accordance
           with Section 2.01(c) and this Section 2.06(a); provided, however,
           that a beneficial interest in a Global Note may be transferred to
           Persons who take delivery thereof in the form of a beneficial
           interest in the same Global Note in accordance with the transfer
           restrictions set forth in the restricted note legend on the Note, if
           any.

        (i)   Except for transfers or exchanges made in accordance with any of
              clauses (ii), (iii), (iv) or (v) of this Section 2.06(a),
              transfers of a Global Note shall be limited to transfers of such
              Global Note in whole, but not in part, to nominees of the
              Depositary or to a successor of the Depositary or such successor's
              nominee.
<PAGE>   24

        (ii)   Restricted Global Note to Regulation S Global Note.  If a holder
               of a beneficial interest in the Restricted Global Note deposited
               with the Depositary or the Trustee as custodian for the
               Depositary wishes at any time to exchange its interest in such
               Restricted Global Note for an interest in the Regulation S Global
               Note, or to transfer its interest in such Restricted Global Note
               to a Person who is required to take delivery thereof in the form
               of an interest in the Regulation S Global Note, such holder may,
               subject to the rules and procedures of the Depositary, exchange
               or cause the exchange of such interest for an equivalent
               beneficial interest in the Regulation S Global Note only in
               accordance with this clause (ii). Upon receipt by the Registrar
               at its office in The City of New York of (A) written instructions
               given by or on behalf of the Depositary in accordance with the
               rules and procedures of the Depositary directing the Registrar to
               credit or cause to be credited an interest in the Regulation S
               Global Note in an amount equal to the interest in the Restricted
               Global Note to be exchanged, (B) a written order given in
               accordance with the rules and procedures of the Depositary
               containing information regarding the participant account of the
               Depositary and the Euroclear or Cedel account to be credited with
               such increase, (C) a certificate in the form of Exhibit C
               attached hereto given by the holder of such beneficial interest
               stating that the transfer of such interest has been made in
               compliance with the transfer restrictions applicable to the
               Global Notes and (1) pursuant to and in accordance with
               Regulation S or (2) that the Note being transferred is being
               transferred in a transaction permitted by Rule 144 and, (D) such
               opinion of counsel as the Issuer or the Trustee may reasonably
               request to ensure that the requested transfer or exchange is
               being made pursuant to an exemption from, or in a transaction not
               subject to, the registration requirements of the Securities Act,
               then the Registrar shall instruct the Depositary to reduce or
               cause to be reduced the principal amount of the Restricted Global
               Note and to increase or cause to be increased the principal
               amount of the Regulation S Global Note by the aggregate principal
               amount of the interest in the Restricted Global Note to be
               exchanged.

        (iii)  Regulation S Global Note to Restricted Global Note.  If the
               holder of a beneficial interest in the Regulation S Global Note
               at any time wishes to transfer such interest to a Person who
               wishes to take delivery thereof in the form of a beneficial
               interest in the Restricted Global Note, such transfer may be
               effected, subject to the rules and procedures of the Depositary,
               only in accordance with this clause (iii). Upon receipt by the
               Registrar of (A) written instructions given by or on behalf of
               the Depositary in accordance with the rules and procedures of the
               Depositary directing the Registrar to credit or cause to be
               credited an interest in the Restricted Global Note in a specified
               principal amount and to cause to be debited an interest in the
               Regulation S Global Note, (B) a certificate in the form of
               Exhibit D hereto given by the holder of such beneficial interest
               stating that the transfer of such interest has been made in
               compliance with the transfer restrictions applicable to the
               Global Notes and stating that (1) the Person transferring such
               Interest reasonably believes that the Person acquiring such
               interest is a QIB and is obtaining such interest in a transaction
               meeting the requirements of Rule 144A or (2) that the Person
               transferring such interest is relying on an exemption other than
               Rule 144A from the registration requirements of the Securities
               Act and, (C) such opinion of counsel as the Issuer or the Trustee
               may reasonably request to ensure that the requested transfer or
               exchange is being made pursuant to an exemption from, or in a
               transaction not subject to, the registration requirement of the
               Securities Act, then the Registrar shall instruct the Depositary
               to reduce or cause to be reduced the principal amount of the
               Regulation S Global Note and to increase or cause to be increased
               the principal amount of the Restricted Global Note by the
               aggregate principal amount of the interest in the Regulation S
               Global Note to be exchanged.

        (iv)  U.S. Exchange Global Note to Regulation S Global Note.  Following
              the earlier of the consummation of the Exchange Offer or the
              transfer of an Note pursuant to a Shelf Registration Statement
              that results in beneficial interests in such Note being reflected
              in the U.S. Global Exchange Note, if the holder of a beneficial
              interest in the U.S. Exchange Global Note at any time wishes to
              transfer such interest to a Person who wishes to take delivery
              thereof in the form of a beneficial interest in the Regulation S
              Global Note, such transfer may be effected, subject to
<PAGE>   25

             the rules and procedures of the Depositary only in accordance with
             this clause (iv). Upon receipt by the Registrar of written
             instructions given by or on behalf of the Depositary in accordance
             with the rules and procedures of the Depositary directing the
             Registrar to credit or cause to be credited an interest in the
             Regulation S Global Note in a specified principal amount and to
             cause to be debited an interest in the U.S. Exchange Global Note,
             then the Registrar shall instruct the Depositary to reduce or cause
             to be reduced the principal amount of the U.S. Exchange Global Note
             and to increase or cause to be increased the principal amount of
             the Regulation S Global Note by the aggregate principal amount of
             the interest in the U.S. Exchange Global Note to be exchanged.

        (v)   Regulation S Global Note to U.S. Exchange Global Note.  Following
              the earlier of the consummation of the Exchange Offer or the
              transfer of an Note pursuant to a Shelf Registration Statement
              that results in beneficial interests in such Note being reflected
              in the U.S. Global Exchange Note, if the holder of a beneficial
              interest in the Regulation S Global Note at any time wishes to
              transfer such interest to a Person who wishes to take delivery
              thereof in the form of a beneficial interest in the U.S. Exchange
              Global Note, such transfer may be effected, subject to the rules
              and procedures of the Depositary, only in accordance with this
              clause (v). Upon receipt by the Registrar of written instructions
              given by or on behalf of the Depositary in accordance with the
              rules and procedures of the Depositary directing the Registrar to
              credit or cause to be credited an interest in the U.S. Exchange
              Global Note in a specified principal amount and to cause to be
              debited an interest in the Regulation S Global Note, then the
              Registrar shall instruct the Depositary to reduce or cause to be
              reduced the principal amount of the Regulation S Global Note and
              to increase or cause to be increased the principal amount of the
              U.S. Exchange Global Note by the aggregate principal amount of the
              interest in the Regulation S Global Note to be exchanged.

        (vi)  Other Exchanges.  In the event that a Global Note is exchanged for
              Notes in certificated, registered form pursuant to Section 2.09,
              prior to the consummation of a Registered Exchange Offer or the
              effectiveness of a Shelf Registration Statement with respect to
              such Notes, such Notes may be exchanged only in accordance with
              such procedures as are substantially consistent with the
              provisions of clauses (ii) and (iii) above (including the
              certification requirements intended to ensure that such transfers
              comply with Rule 144A or Regulation S under the Securities Act, as
              the case may be) and such other procedures as may from time to
              time be adopted by the Guarantor.

     (b)   Except in connection with a Registered Exchange Offer or a Shelf
           Registration Statement contemplated by and in accordance with the
           terms of the Registration Rights Agreement, if Notes are issued upon
           the transfer, exchange or replacement of Notes bearing the restricted
           notes legend set forth in Exhibit A hereto, the Notes so issued shall
           bear the restricted notes legend, and a request to remove such
           restricted notes legend on Notes will not be honored unless there is
           delivered to the Issuer such satisfactory evidence, which may include
           an Opinion of Counsel licensed to practice law in the State of New
           York, as may be reasonably required by the Issuer, that neither the
           legend nor the restrictions on transfer set forth therein are
           required to ensure that transfers thereof comply with the provisions
           of Rule 144A or Rule 144(k) under the Securities Act. Upon provision
           of such satisfactory evidence, the Trustee, at the direction of the
           Issuer, shall authenticate and deliver Notes that do not bear the
           legend.

     (c)   The Trustee shall have no responsibility for any actions taken or not
           taken by the Depositary.

     SECTION 2.07  REPLACEMENT NOTES.  If a mutilated certificated Note is
surrendered to the Registrar or if the Holder of a Note claims that the Note has
been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee
shall authenticate a replacement Note in such form as the Note mutilated, lost,
destroyed or wrongfully taken if the Holder satisfies any other reasonable
requirements of the Trustee or the Issuer. If required by the Trustee or the
Issuer, 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, and any
<PAGE>   26

authenticating agent from any loss which any of them may suffer if a Note is
replaced. The Issuer and the Trustee may charge the Holder for their expenses in
replacing a Note.

     Every replacement Note shall be an additional obligation of the Issuer.

     SECTION 2.08  OUTSTANDING NOTES.  Notes outstanding at any time are all
Notes authenticated by the Trustee except for those canceled by it, those
delivered to it for cancellation and those described in this Section 2.08 as not
outstanding. A Note does not cease to be outstanding because the Guarantor or an
Affiliate of the Issuer holds the Note.

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

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

     In determining whether the Holders of the required principal amount of
Notes have concurred in any direction or consent or any amendment, modification
or other change to this Indenture, Notes owned by the Issuer or by an Affiliate
of the Issuer shall be disregarded and treated as if they were not outstanding,
except that for the purposes of determining whether the Trustee shall be
protected in relying on any such direction, waiver or consent or any amendment,
modification or other change to this Indenture, only Notes which the Trustee
knows are so owned shall be so disregarded. Notes so owned which have been
pledged in good faith shall not be disregarded if the pledgee establishes to the
satisfaction of the Trustee the pledgees right so to act with respect to the
Notes and that the pledgee is not the Issuer or an Affiliate of the Issuer.

SECTION 2.09  CERTIFICATED NOTES.

     (a)   A Global Note deposited with the Depositary or with the Trustee as
           custodian for the Depositary pursuant to Section 2.01 shall be
           transferred to the beneficial owners thereof in the form of
           certificated Notes only if such transfer complies with Section 2.06
           and (i) the Depositary notifies the Issuer that it is unwilling or
           unable to continue as Depositary for such Global Note or if at any
           time such Depositary ceases to be a "clearing agency" registered
           under the Exchange Act and a successor depositary is not appointed by
           the Issuer within 90 days of such notice, (ii) the Issuer, at its
           option, executes and delivers to the Trustee a notice that such
           Global Note shall be so transferable, registrable and exchangeable
           and such shall be registrable, or (iii) an Event of Default, or an
           event which after notice or lapse of time or both would be an Event
           of Default, has occurred and is continuing with respect to the Notes.

     (b)   Any Global Note that is transferable to the beneficial owners thereof
           in the form of certificated Notes pursuant to this Section 2.09 shall
           be surrendered by the Depositary to the Registrar, to be so
           transferred, in whole or from time to time in part, without charge,
           and the Trustee shall authenticate and deliver, upon such transfer of
           each portion of such Global Note, an equal aggregate principal amount
           at maturity of Notes of authorized denominations in the form of
           certificated Notes. Any portion of a Global Note transferred or
           exchanged pursuant to this Section 2.09 shall be executed,
           authenticated and delivered only in registered form in denominations
           of $1,000 and any integral multiple thereof and registered in such
           names as the Depositary shall direct. Subject to the foregoing, a
           Global Note is not exchangeable except for a Global Note of like
           denomination to be registered in the name of the Depositary or its
           nominee. In the event that a Global Note becomes exchangeable for
           certificated Notes, payment of principal, any repurchase price, any
           premium, and interest on the certificated Notes will be payable, and
           the transfer of the certificated Notes will be registrable, at the
           office or agency of the Issuer maintained for such purposes in
           accordance with Section 2.03. Prior to the cessation of transfer
           restrictions applicable to the Notes in accordance with Section
           2.01(d), such
<PAGE>   27

        certificated Notes shall bear the legends set forth in Exhibit A hereto
        (unless the Issuer determines otherwise in accordance with applicable
        law).

     (c)   In the event of the occurrence of any of the events specified in
           Section 2.09(a), the Issuer will promptly make available to the
           Trustee a reasonable supply of certificated Notes in definitive,
           fully registered form without interest coupons.

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

     SECTION 2.11  DEFAULTED INTEREST.  Any interest on any Note which is
payable, but is not punctually paid or duly provided for, on the dates and in
the manner provided in the Notes and this Indenture (all such interest herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant record date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Guarantor, at its election in each case,
as provided in clause (i) or (ii) below:

     (i)   The Issuer may elect to make payment of any Defaulted Interest to the
           Persons in whose names the Notes are registered at the close of
           business on special record date for the payment of such Defaulted
           Interest, which shall be fixed in the following manner. The Issuer
           shall notify the Trustee in writing of the amount of Defaulted
           Interest proposed to be paid on each Note and the date of the
           proposed payment, and at the same time the Issuer may deposit with
           the Trustee an amount of money equal to the aggregate amount proposed
           to be paid in respect of such Defaulted Interest; or shall make
           arrangements satisfactory to the Trustee for such deposit prior to
           the date of the proposed payment, such money when deposited to be
           held in trust for the benefit of the Persons entitled to such
           Defaulted Interest as in this clause provided. In addition, the
           Issuer shall fix a special record date for the payment of such
           Defaulted Interest, such date to be not more than 15 days and not
           less than 10 days prior to the proposed payment date and not less
           than 15 days after the receipt by the Trustee of the notice of the
           proposed payment date. The Issuer shall promptly but, in any event,
           not less than 15 days prior to the special record date, notify the
           Trustee of such special record date and, in the name and at the
           expense of the Issuer, the Trustee shall cause notice of the proposed
           payment date of such Defaulted Interest and the special record date
           therefor to be mailed first-class, postage prepaid to each Holder of
           Notes as such Holder's address appears in the Security Register, not
           less than 10 days prior to such special record date. Notice of the
           proposed payment date of such Defaulted Interest and the special
           record date therefor having been so mailed, such Defaulted Interest
           shall be paid to the Persons in whose names the Notes are registered
           at the close of business on such special record date and shall no
           longer be payable pursuant to clause (ii) below.

     (ii)   The Issuer may make payment of any Defaulted Interest on the Notes
            in any other lawful manner not inconsistent with the requirements of
            any securities exchange on which the Notes may be listed, and upon
            such notice as may be required by such exchange, if, after notice
            given by the Issuer to the Trustee of the proposed payment date
            pursuant to this clause, such manner of payment shall be deemed
            reasonably practicable.

     Subject to the foregoing provisions of this Section 2.11, each Note
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Note shall carry the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Note.

     SECTION 2.12  RECORD DATE.  The Issuer may set a record date for purposes
of determining the identity of Holders entitled to vote or to consent to any
action by vote or consent authorized or permitted by Sections 6.04
<PAGE>   28

and 6.05. Unless this Indenture provides otherwise, such record date shall be
the later of 30 days prior to the first solicitation of such consent or the date
of the most recent list of Holders furnished to the Trustee pursuant to Section
2.05 prior to such solicitation.

     SECTION 2.13  COMPUTATION OF INTEREST.  Interest on the Notes shall be
computed on the basis of a 360-day year of twelve 30-day months.

                                   ARTICLE 3

                         REDEMPTION; OFFERS TO PURCHASE

     SECTION 3.01  NOTICES TO TRUSTEE.  If the Issuer elects to redeem Notes
pursuant to paragraph 7 or 8 of the Dollar Notes or paragraph 6 or 7 of the
Exchange Notes, it shall notify the Trustee in writing of the redemption date,
the principal amount of Notes to be redeemed and the paragraph of the Notes
pursuant to which the redemption will occur.

     The Issuer shall give each notice to the Trustee provided for in this
Section 3.01 in writing at least 10 days before the date notice is mailed to the
Holders of Notes pursuant to Section 3.03 unless the Trustee consents to a
shorter period. Such notice shall be accompanied by an Officer's Certificate and
an Opinion of Counsel from the Guarantor or the Issuer to the effect that such
redemption will comply with the conditions herein. If fewer than all the Notes
are to be redeemed, the record date relating to such redemption shall be
selected by the Issuer and given to the Trustee, which record date shall be not
less than 15 days after the date of notice to the Trustee.

     SECTION 3.02  SELECTION OF NOTES TO BE REDEEMED.  If fewer than all the
Notes are to be redeemed at any time, the Trustee shall select the Notes to be
redeemed pro rata or by lot or by a method that complies with applicable legal
and securities exchange requirements as certified in an Officer's Certificate or
Opinion of Counsel delivered to the Trustee, if any, and that the Trustee in its
sole discretion considers fair and appropriate and in accordance with methods
generally used at the time of selection by fiduciaries in similar circumstances,
provided that no Notes of less than $1,000 principal amount at maturity shall be
redeemed in part. The Trustee shall make the selection from outstanding Notes
not previously called for redemption. Notes and portions of them the Trustee
selects shall be in amounts of $1,000 or an integral multiple of $1,000.
Provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption. The Trustee shall notify the
Guarantor promptly of the Notes or portions of Notes to be redeemed.

     SECTION 3.03  NOTICE OF REDEMPTION.  At least 30 days but not more than 60
days before a date for redemption of Notes, the Issuer or the Guarantor shall
mail a notice of redemption by first-class mail to each Holder of Notes to be
redeemed and shall comply with the publication provisions relating to such
notice in accordance with Section 14.02.

     The notice shall identify the Notes 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 Notes called for redemption must be surrendered to the Paying
           Agent to collect the redemption price plus accrued interest (if any);

     (5)   if any Global Note is being redeemed in part, the portion of the
           principal amount of such Note to be redeemed and that, after the
           redemption date, upon surrender of such Global Note, the principal
           amount of the Global Note will be reduced on the Security Register,
           adjusting the principal amount thereof to be equal to the unredeemed
           portion;

     (6)   if any certificated Note is being redeemed in part, the portion of
           the principal amount of such Note to be redeemed and that, after the
           redemption date, upon surrender of such certificated Note, a new
<PAGE>   29

        certificated Note or certificated Notes in principal amount equal to the
        unredeemed portion will be issued;

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

     (8)   that, unless the Issuer and the Guarantor default in making such
           redemption payment or the Paying Agent is prohibited from making such
           payment pursuant to the terms of this Indenture, interest on the
           Notes (or portion thereof) called for redemption shall cease to
           accrue on and after the redemption date;

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

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

     At the Issuer's or the Guarantor's written 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 3.03.

     SECTION 3.04  EFFECT OF NOTICE OF REDEMPTION.  Once a notice of redemption
is mailed, Notes called for redemption become due and payable on the redemption
date and at the redemption price stated in the notice. Upon surrender to the
Paying Agent, such Notes shall be paid at the redemption price stated in the
notice, plus accrued interest to the redemption date (subject to the right of
Holders of record on the relevant record date to receive interest due on the
related Interest Payment Date). Failure to give notice or any defect in the
notice to any Holder shall not affect the validity of the notice to any other
Holder.

     SECTION 3.05  DEPOSIT OF REDEMPTION PRICE.  On the Business Day prior to
the redemption date, the Issuer or the Guarantor shall deposit with the Paying
Agent (or, if the Issuer, the Guarantor (if possible under applicable law) or a
Wholly Owned Subsidiary is the Paying Agent, shall segregate and hold in trust)
a sum in same day funds sufficient to pay the redemption price of and accrued
interest (subject to the right of Holders of record on the relevant record date
to receive interest due on the related Interest Payment Date) on all Notes to be
redeemed on that date other than Notes or portions of Notes called for
redemption which have been delivered by the Issuer to the Trustee for
cancellation.

     SECTION 3.06  NOTES REDEEMED IN PART.  Upon surrender of a Global Note that
is redeemed in part, the Paying Agent shall forward such Global Note to the
Trustee who shall make a notation on the Security Register to reduce the
principal amount of such Global Note to an amount equal to the unredeemed
portion of the Global Note surrendered; provided that each such Global Note
shall be in a principal amount at maturity of $1,000 or an integral multiple
thereof. Upon surrender and cancellation of a certificated Note that is redeemed
in part, the Issuer shall execute and the Trustee shall authenticate for the
Holder (at the Issuer's expense) a new Note equal in principal amount to the
unredeemed portion of the Note surrendered and canceled; provided that each such
certificated Note shall be in a principal amount at maturity of $1,000 or an
integral multiple thereof.

     SECTION 3.07  OPTIONAL REDEMPTION.  The Issuer may redeem all or any
portion of the Notes, upon the terms and at the redemption prices set forth in
each of the Notes. Any redemption pursuant to this Section 3.07 shall be made
pursuant to the provisions of Sections 3.01 through 3.06.

SECTION 3.08  ASSET SALE OFFER AND CHANGE OF CONTROL OFFER.

     (a)   In the event that, pursuant to Section 4.12 or 4.14, the Issuer or
           the Guarantor shall commence an Asset Sale Offer or Change of Control
           Offer to all Holders of the Notes to purchase Notes, the Issuer or
           the Guarantor shall follow the procedures in this Section 3.08.

     (b)   The Asset Sale Offer or the Change of Control Offer, as the case may
           be, shall remain open for a period specified by the Issuer or the
           Guarantor, which shall be no less than 30 calendar days and no more
           than 60 calendar days following its commencement (which occurs on the
           date that the notice
<PAGE>   30

        pursuant to Section 3.08(e) is mailed) (the "Commencement Date") (as
        determined in accordance with Section 4.12 or 4.14, as the case may be),
        except to the extent that a longer notice period is required by
        applicable law (the "Tender Period"). Upon the expiration of the Tender
        Period (the "Purchase Date"), the Issuer or the Guarantor shall purchase
        the principal amount of Notes required to be purchased pursuant to
        Section 4.12 or 4.14 (the "Offer Amount") or, if less than the Offer
        Amount has been tendered, all Notes timely and otherwise properly
        tendered in response to the Asset Sale Offer or the Change of Control
        Offer, as the case may be, and not withdrawn in accordance with the
        procedures set forth in this Section 3.08.

     (c)   If the Purchase Date is on or after a Record Date and on or before
           the related Interest Payment Date, any accrued interest will be paid
           to the Holder in whose name such Note is registered at the close of
           business on such Record Date, and no additional interest will be
           payable to Holders with respect to Notes tendered pursuant to the
           Asset Sale Offer or the Change of Control Offer, as the case may be.

     (d)   The Issuer or the Guarantor shall provide the Trustee with notice of
           the Asset Sale Offer or the Change of Control Offer, as the case may
           be, at least 10 days before the Commencement Date. Prior to the
           Commencement Date of any Asset Sale Offer or Change of Control Offer,
           the Issuer or the Guarantor shall furnish to the Trustee an Officer's
           Certificate and an Opinion of Counsel stating that all conditions
           precedent to such Asset Sale Offer or Change of Control Offer
           contained in this Indenture have been met.

     (e)   Within the time period specified in Section 4.12(c) if the Issuer
           becomes obligated to make an Asset Sale Offer, or within the time
           period specified in Section 4.14(a) following a Change of Control,
           the Issuer or the Guarantor or the Trustee (in the name of and at the
           written request of and expense of the Issuer or the Guarantor) shall
           cause a notice of the Change of Control Offer to be sent at least
           once to the Dow Jones News Service or similar business news service
           in the United States and shall send, by first-class mail, with a copy
           to the Trustee, a notice to each of the Holders and shall comply with
           the publication provisions relating to such notice in accordance with
           Section 14.02, and shall state:

        (i)   that the Asset Sale Offer or the Change of Control Offer is being
              made pursuant to this Section 3.08 and, as applicable, Section
              4.12 or 4.14, the length of time the Asset Sale Offer or the
              Change of Control Offer will remain open and that, in the case of
              a Change of Control Offer, all Notes timely and otherwise properly
              tendered will be accepted for payment, and that, in the case of an
              Asset Sale Offer, the Notes timely and otherwise properly tendered
              will be accepted for payment subject to clause (viii) of this
              Section 3.08(e);

        (ii)   the Offer Amount, the purchase price (as determined in accordance
               with Section 4.12 or 4.14) and the Purchase Date which shall be,
               subject to any contrary requirements of applicable law, a
               Business Day no earlier than 30 days nor later than 60 days from
               the date notice of such Offer is mailed;

        (iii)  that any Note or portion thereof not tendered or accepted for
               payment will continue to accrue interest;

        (iv)  the aggregate principal amount of Notes (or portions thereof) to
              be purchased;

        (v)   that, unless the Issuer and the Guarantor default in the payment
              of the purchase price, all Notes or portions thereof accepted for
              payment pursuant to the Asset Sale Offer or the Change of Control
              Offer shall cease to accrue interest after the Purchase Date;

        (vi)  that Holders electing to have any Notes or portions thereof
              purchased pursuant to an Asset Sale Offer or Change of Control
              Offer will be required to surrender the Note, with the form
              entitled "Option of Holder to Elect Purchase" on the reverse of
              the Note completed, to the Paying Agent at the address specified
              in the notice prior to the close of business on the third Business
              Day preceding the Purchase Date;

        (vii) that Holders will be entitled to withdraw their election if the
              Paying Agent receives, not later than the close of business on the
              second Business Day preceding the Purchase Date or such
<PAGE>   31

             longer period as may be required by law, a letter, telegram or
             facsimile transmission (receipt of which is confirmed and promptly
             followed by a letter) setting forth the name of the Holder, the
             principal amount of the Note or portion thereof the Holder
             delivered for purchase, and a statement that such Holder is
             withdrawing his election to have the Note or portion thereof
             purchased;

        (viii) that, in the case of an Asset Sale Offer, if the aggregate
               principal amount of Notes and Euro Notes (together with accrued
               interest, if any, thereon) surrendered by Holders exceeds the
               amount of Excess Proceeds, the Trustee shall select the Notes and
               Euro Notes to be purchased on a pro rata basis as provided in
               Section 3.02;

        (ix)  that the Holder of a Global Note whose Global Note is purchased
              only in part will have the principal amount of its Global Note
              reduced on the Security Register, which principal amount of such
              Global Note will be adjusted by the Registrar to equal the
              unpurchased portion of the Global Note surrendered, which
              unpurchased portion must be equal to $ 1,000 in principal amount
              at maturity or an integral multiple thereof and that Holders of
              any certificated Notes whose certificated Notes are being
              purchased only in part will be issued new certificated Notes equal
              in principal amount to the unpurchased portion of the certificated
              Notes surrendered, which unpurchased portion must be equal to
              $1,000 in principal amount at maturity or an integral multiple
              thereof;

        (x)   a description, in the case of a Change of Control Offer, of the
              transaction or transactions constituting such Change of Control;
              and

        (xi)  the procedures that the Holders of Notes must follow in order to
              tender their Notes (or a portion thereof) for payment.

        In addition, the notice shall, to the extent required by Section 4.08
        and permitted by applicable law, be accompanied by a copy of the
        information regarding the Guarantor and its Subsidiaries which is
        required to be contained in the most recent quarterly report required to
        be filed with the SEC or furnished to the Trustee pursuant to Section
        4.08 or annual report (including any financial statements or other
        information required to be included or incorporated by reference
        therein) and any reports on Form 6-K (or any successor form) which the
        Guarantor has filed with the SEC or furnished to the Trustee pursuant to
        Section 4.08 since the date of such quarterly report or annual report,
        as the case may be, on or prior to the date of the notice. The notice
        shall contain all instructions and materials necessary to enable such
        Holders to tender Notes pursuant to the Asset Sale Offer or the Change
        of Control Offer, as the case may be. If the Issuer or the Guarantor
        requests the Trustee to furnish such information to the Holders, the
        Issuer or the Guarantor shall provide the Trustee with the information
        required by this Section 3.08(e) within a reasonable time prior to the
        expiration of the relevant time periods specified in the first sentence
        of this Section 3.08(e).

     (f)   On the Purchase Date, the Issuer or the Guarantor shall, to the
           extent lawful, (i) accept for payment the Notes or portions thereof
           tendered pursuant to the Asset Sale Offer or the Change of Control
           Offer, (ii) irrevocably deposit with the Paying Agent in immediately
           available funds an amount equal to the Offer Amount to be held for
           payment in accordance with the terms of this Section 3.08, (iii)
           deliver or cause the Depositary or the Paying Agents to deliver to
           the Trustee the Notes so accepted and (iv) deliver to the Trustee an
           Officer's Certificate stating that such Notes or portions thereof
           have been accepted for payment in accordance with the terms of this
           Section 3.08. On the Purchase Date, the Paying Agent shall promptly
           cause the principal amount of any Global Note so tendered to be
           reduced on the Security Register in an amount equal to any
           unpurchased portion of such Global Note, which unpurchased portion
           must be equal to $1,000 in principal amount at maturity or an
           integral multiple thereof, and shall promptly authenticate and mail
           or deliver to each tendering Holder of a certificated Note, if any, a
           new certificated Note equal in principal amount to any unpurchased
           portion of the certificated Note surrendered, which unpurchased
           portion must be equal to $1,000 in principal amount at maturity or an
           integral multiple thereof. The Depositary, the Paying Agent, the
           Issuer or the Guarantor, as the case may be, shall promptly (but in
           any case not later than ten (10) calendar days
<PAGE>   32

        after the Purchase Date) mail or deliver to each tendering Holder an
        amount equal to the purchase price of the Notes tendered by such Holder
        and accepted for purchase in accordance with this Section 3.08. Any
        Notes not so accepted shall be promptly mailed or delivered by or on
        behalf of the Issuer to the Holder thereof. The Issuer or the Guarantor
        will publicly announce in a newspaper of general circulation in The City
        of New York, New York, the results of the Asset Sale Offer or the Change
        of Control Offer on the Purchase Date.

     (g)   The Issuer and the Guarantor, as appropriate, shall comply with the
           requirements of Rule 13e-4 and Rule 14e-1 of Regulation 14E under the
           Exchange Act and any other U.S., Luxembourg, Dutch and Polish
           securities laws and regulations to the extent applicable in
           connection with the repurchase of the Notes with respect to the Asset
           Sale Offer or the Change of Control Offer. To the extent that the
           provisions of any securities laws or regulations conflict with the
           Asset Sale Offer or Change of Control Offer, each of the Issuer and
           the Guarantor will comply with such provisions and will not be deemed
           to have breached its obligations under Section 4.12 and Section 4.14
           by virtue thereof. The Asset Sale Offer or the Change of Control
           Offer shall include all instructions and materials necessary to
           enable such Holders to tender their Notes.

                                   ARTICLE 4

                                   COVENANTS

     SECTION 4.01  PAYMENT OF NOTES.  The Issuer or the Guarantor shall promptly
pay the principal of, premium, if any, interest (including Special Interest, if
any), and Additional Amounts, if any, on the Notes on the dates and in the
manner provided in the Notes and in this Indenture. Principal and Interest 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 and interest then due. The Issuer shall provide to the Trustee not
later than one Business Day prior to any payment date a sum sufficient to make
payments hereunder.

     The Issuer or the Guarantor shall pay interest on overdue principal at the
rate specified therefor in the Notes. It shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

     SECTION 4.02  MAINTENANCE OF OFFICE OR AGENCY.  The Issuer and the
Guarantor will maintain in The City of New York, New York, an office or agency
where Notes may be presented or surrendered for payment, where Notes may be
surrendered for transfer or exchange and where notices and demands to or upon
the Issuer or the Guarantor in respect of the Notes and this Indenture may be
served. The office of State Street Bank and Trust Company, N.A. at 61 Broadway,
15th Floor, New York, New York, 10006 shall be such office or agency, unless the
Issuer or the Guarantor shall designate and maintain some other office or agency
for one or more of such purposes. The Issuer or the Guarantor will give prompt
written notice to the Trustee of any change in the location of any such office
or agency. If at any time the Issuer or the Guarantor shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, and each of the Issuer
and the Guarantor hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

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

     SECTION 4.03  MONEY FOR NOTE PAYMENTS TO BE HELD IN TRUST.  If either the
Issuer or the Guarantor shall at any time act as Paying Agent, it will, on or
before each due date of the principal of, premium, if any, interest (including
Special Interest, if any), or Additional Amounts, if any, on any of the Notes,
segregate and
<PAGE>   33

hold in trust (with respect to the Guarantor, if possible under applicable law)
for the benefit of the Persons entitled thereto a sum sufficient to pay the
principal of, premium, if any, interest (including Special Interest, if any), or
Additional Amounts, if any, so becoming due until such sums shall be paid to
such Persons or otherwise disposed of as herein provided and will promptly
notify the Trustee of its action or failure so to act.

     Whenever the Issuer shall have one or more Paying Agents for the Notes, it
will, on or before each due date of the principal of, premium, if any, interest
(including Special Interest, if any), or Additional Amounts, if any, on, any
Notes, deposit with a Paying Agent a sum sufficient to pay the principal,
premium, if any, interest or Additional Amounts, if any, so becoming due, such
sum to be held in trust for the benefit of the Persons entitled to such
principal, premium, interest or Additional Amounts, and (unless such Paying
Agent is the Trustee) the Issuer will promptly notify the Trustee of such action
or any failure so to act.

     The Issuer shall cause the Paying Agent (if other than the Trustee) to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section 4.03,
that such Paying Agent will:

     (i)   hold all sums held by it for the payment of the principal of,
           premium, if any, interest (including Special Interest, if any), or
           Additional Amounts, if any, on the Notes in trust for the benefit of
           the Persons entitled thereto until such sums shall be paid to such
           Persons or otherwise disposed of as herein provided;

     (ii)   give the Trustee notice of any default by the Guarantor (or any
            other obligor upon the Notes) in the making of any payment of
            principal, premium, if any, interest (including Special Interest, if
            any), or Additional Amounts, if any; and

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

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

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Issuer or the Guarantor (if possible under applicable law) in trust for the
payment of the principal of premium, if any, interest (including Special
Interest, if any), or Additional Amounts, if any, on any Note and remaining
unclaimed for three years after such principal, premium or interest or
Additional Amounts has become due and payable shall be paid to the Issuer and
the Guarantor or (if then held by the Issuer and the Guarantor) shall be
discharged from such trust; and the Holder of such Note shall thereafter, as an
unsecured general creditor, look only to the Issuer and the Guarantor for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Issuer or the Guarantor as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Issuer or the Guarantor cause to be published once, in a leading
daily newspaper printed in the English language and of general circulation in
New York, New York, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to the Issuer or the Guarantor.

     SECTION 4.04  CORPORATE EXISTENCE.  Subject to Article 5, each of the
Issuer and the Guarantor shall do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence and the
rights (charter and statutory) and franchises of the Issuer and the Guarantor
and each Subsidiary; provided, however, that the Issuer and the Guarantor shall
not be required to preserve any such right or franchise if the Supervisory Board
shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Issuer and the Guarantor and its and their
Subsidiaries as a whole and that the loss thereof is not disadvantageous in any
material respect to the Holders.
<PAGE>   34

     SECTION 4.05  MAINTENANCE OF PROPERTIES.  The Guarantor shall cause all
properties owned by it or any Restricted Subsidiary or used or held for use in
the conduct of its business or the business of any Restricted Subsidiary to be
maintained and kept in good condition, repair and working order and supplied
with all necessary equipment and shall cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Guarantor may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in this Section 4.05 shall prevent the Guarantor
from discontinuing the maintenance of any such properties if such discontinuance
is, in the judgment of the Guarantor, desirable in the conduct of the business
of the Guarantor and the Restricted Subsidiaries as a whole and not
disadvantageous in any material respect to the Holders.

     SECTION 4.06  INSURANCE.  The Guarantor shall maintain, and shall cause its
Restricted Subsidiaries to maintain, insurance with carriers believed by the
Guarantor to be responsible, against such risks and in such amounts, and with
such deductibles, retentions, self-insured amounts and coinsurance provisions,
as the Guarantor believes are customarily carried by similar businesses, of
similar size, including as appropriate general liability, property and casualty
loss and interruption of business insurance.

SECTION 4.07  STATEMENT AS TO COMPLIANCE.

     (a)   the Guarantor shall deliver to the Trustee, within 120 days after the
           end of each fiscal year, an Officer's Certificate stating that in the
           course of the performance by the signer of its duties as an officer
           of the Guarantor he would normally have knowledge of any Default and
           whether or not the signer knows of any Default that occurred during
           such period and if any specifying such Default, its status and what
           action the Guarantor is taking or proposed to take with respect
           thereto. For purposes of this Section 4.07(a), such compliance shall
           be determined without regard to any period of grace or requirement of
           notice under this Indenture. The Guarantor also shall comply with TIA
           sec. 314(a)(4).

     (b)   When any Default has occurred and is continuing under this Indenture,
           or if the trustee of, or the holder of, any other evidence of Debt of
           the Guarantor or any Subsidiary outstanding in a principal amount of
           $10 million or more gives any notice stating that it is a Notice of
           Default or takes any other action to accelerate such Debt or enforce
           any note therefor, the Guarantor shall deliver to the Trustee within
           five Business Days by registered or certified mail or by telegram or
           facsimile transmission an Officer's Certificate specifying such
           event, notice or other action, its status and what action the
           Guarantor is taking or proposes to take with respect thereto.

     SECTION 4.08  SEC REPORTS.

     (a)   Prior to the consummation of the Exchange Offer or the effectiveness
           of a Shelf Registration Statement, the Guarantor and the Issuer shall
           make available, upon request, to any Holder of Notes or prospective
           investor and securities analyst in the United States the information
           specified in Rule 144A(d)(4), unless the Guarantor is subject to
           Section 13 or 15(d) of the Exchange Act at or prior to the time of
           such request.

     (b)   If the Issuer or the Guarantor is subject to Section 13 or 15(d) of
           the Exchange Act, the Issuer or the Guarantor, as appropriate, shall
           file with the Trustee and provide Holders of Notes, within 15 days
           after filing with, or furnishing to, the SEC, which filing shall be
           made electronically and shall be made in a form prescribed by the SEC
           to allow it to be available via the SEC's Internet site at
           http.//www.sec.gov, or any successor electronic medium to such site,
           copies of their respective annual reports and of the information,
           documents and other reports (or copies of such portions of any of the
           foregoing as the SEC may by rules and regulations prescribe) which
           the Guarantor or the Issuer is required to file with the SEC pursuant
           to Section 13 or 15(d) of the Exchange Act or is required to furnish
           to the SEC pursuant to this Indenture.

     (c)   Notwithstanding that the Guarantor or the Issuer may not be required
           to remain subject to the reporting requirements of Section 13 or
           15(d) of the Exchange Act or otherwise report on an annual and
           quarterly basis on forms provided for such annual and quarterly
           reporting pursuant to rules and
<PAGE>   35

        regulations promulgated by the SEC, the Guarantor shall continue to file
        with, or furnish to, which filing shall be made electronically and shall
        be made in a form prescribed by the SEC to allow it to be available via
        the SEC's Internet site at http://www.sec.gov, the SEC and provide the
        Trustee and holders of Notes: (i) within 90 days after the end of each
        fiscal year (or such shorter period as the SEC may in the future
        prescribe), annual reports on Form 20-F (or any successor form)
        containing the information required to be contained therein (or required
        in such successor form), (ii) within 45 days after the end of each of
        the first three fiscal quarters of each fiscal year (or such shorter
        period as the SEC may in the future prescribe), reports on Form 6-K (or
        any successor form) containing substantially the same information
        required to be contained in Form 10-Q (or required in any successor
        form) and (iii) promptly from time to time after the occurrence of an
        event required to be therein reported, such other reports on Form 6-K
        (or any successor form) containing substantially the same information
        required to be contained in Form 8-K (or any successor form).

     SECTION 4.09  LIMITATION ON GUARANTOR DEBT.

     (a)   The Guarantor will not, directly or indirectly, Incur any Debt other
           than Permitted Debt unless after giving pro forma effect to the
           Incurrence of such Debt and any other Debt Incurred or repaid since
           the date of the most recently available quarterly or annual balance
           sheet and the receipt and application of the proceeds thereof, no
           Event of Default would occur as a consequence of such Incurrence or
           be continuing following such Incurrence and either (i) the ratio of
           (A) the aggregate consolidated principal amount of Debt of the
           Guarantor and its Restricted Subsidiaries outstanding as of the most
           recent available quarterly or annual balance sheet, after giving pro
           forma effect to the Incurrence of such Debt and any other Debt
           Incurred or repaid since such balance sheet date and the receipt and
           application of the proceeds thereof, to (B) Adjusted Cash Flow for
           the four full fiscal quarters next preceding the Incurrence of such
           Debt for which consolidated financial statements are available,
           determined on a pro forma basis as if any such Debt had been Incurred
           and the proceeds thereof had been applied at the beginning of such
           four fiscal quarters, would be less than 5.0 to 1.0 or (ii) the
           Consolidated Capital Ratio as of the most recent available quarterly
           or annual balance sheet, after giving pro forma effect to the
           Incurrence of such Debt and any other Debt Incurred or repaid since
           such balance sheet date and the receipt and application of the
           proceeds thereof, is less than 2.0 to 1.0.

     (b)   "Permitted Debt" is defined as follows:

        (i)   Debt Incurred pursuant to the Parent Guarantees, the Existing
              Notes Guarantee, the Notes, the Euro Notes, the Euro Notes Parent
              Guarantee, the Euro Notes Holdings Guarantee and the Intercompany
              Receivables, and Refinancing Debt Incurred in respect thereof;

        (ii)   Debt Incurred under the Bank Credit Facility and any Qualified
               Debt Offering and Refinancing Debt Incurred in respect thereof,
               provided that the aggregate principal amount of all such Debt
               under the Bank Credit Facility and any Qualified Debt Offering
               and Refinancing Debt Incurred in respect thereof, together with
               all Debt of Restricted Subsidiaries Incurred under the Bank
               Credit Facility and any Qualified Debt Offering and Refinancing
               Debt Incurred in respect thereof, at any one time outstanding
               does not exceed DM 760 million, which amount shall be permanently
               reduced by the amount of (A) Scheduled Reductions and (B)
               repayments pursuant to the provisions of the Bank Credit Facility
               relating to the proceeds of Asset Sales not reinvested; provided,
               however, that the total reductions pursuant to (A) and (B) above
               shall not exceed DM 672 million;

        (iii)  Debt Incurred in respect of Capital Expenditure Debt and
               Refinancing Debt Incurred in respect thereof, provided that (i)
               the aggregate principal amount of such Debt does not exceed the
               Fair Market Value (on the date of such Incurrence) of the
               property or assets acquired or constructed (including the cost of
               design, development, construction, installation and integration
               thereof), (ii) the property or assets acquired or constructed are
               used in a Telecommunications Business and (iii) the aggregate
               principal amount outstanding of all Debt Incurred under this
               clause (b)(iii) and under clause (b) of Section 4.16 does not
               exceed an amount equal to
<PAGE>   36

             (w) $250.0 million plus (x) an amount equal to $30 million for each
             million persons resident in the coverage area of the GSM 1800
             License, plus (y) an amount equal to (i) if the Guarantor or any
             Subsidiary acquires a UMTS License, $40 million for each million
             persons resident in the coverage area of such UMTS License for the
             development of UMTS service minus (ii) the aggregate principal
             amount of debt Incurred pursuant to the immediately preceding
             clause (x), plus (z), if Minutes of Use exceed an average of 383
             million per month for any four months in a consecutive six-month
             period through December 31, 2001, $3 for each such excess Minute of
             Use;

        (iv)  that percentage of Debt of the Guarantor owing to and held by any
              Restricted Subsidiary that is equal to the percentage of the
              Guarantor's direct or indirect ownership interest in such
              Restricted Subsidiary; provided, however, that (x) any subsequent
              issue or transfer of Capital Stock or other event that results in
              a reduction in the Guarantor's direct or indirect ownership
              interest in such Restricted Subsidiary or (y) any subsequent
              transfer of such Debt (except to the Guarantor or a Wholly Owned
              Subsidiary) shall be deemed, in each case, to constitute the
              Incurrence of such Debt by the Guarantor in the following amounts:
              (A) in the case of (x) above the full amount of such Debt if such
              Restricted Subsidiary does not remain a Restricted Subsidiary and
              otherwise the percentage of such Debt equal to the percentage
              reduction in the Guarantor's direct or indirect ownership interest
              in such Restricted Subsidiary; and (B) in the case of (y) above,
              the full amount of such Debt if it is not transferred to a
              Restricted Subsidiary and otherwise a percentage of such Debt
              equal to (X) the percentage of the Guarantor's direct or indirect
              ownership interest in the Restricted Subsidiary that previously
              held such Debt less (Y) the percentage of the Guarantor's indirect
              ownership interest in the Restricted Subsidiary to which such Debt
              is transferred;

        (v)   Debt (other than Debt permitted by clauses (i) to (iv) or (viii)
              to (ix) of this definition) in an aggregate principal amount
              outstanding at any time not to exceed $25.0 million;

        (vi)  Debt under Interest Rate Protection Agreements entered into by the
              Guarantor for the purpose of limiting interest rate risk in
              respect of Debt of the Guarantor or a Restricted Subsidiary in the
              ordinary course of the financial management of the Guarantor and
              not for speculative purposes;

        (vii) Debt under Currency Exchange Protection Agreements, provided that
              such Currency Exchange Protection Agreements were entered into by
              the Guarantor for the purpose of limiting currency exchange rate
              risks directly related to transactions entered into in the
              ordinary course of business and not for speculative purposes;

        (viii) Debt in connection with one or more standby letters of credit or
               performance bonds issued in the ordinary course of business or
               pursuant to self-insurance obligations and not in connection with
               the borrowing of money or the obtaining of advances or credit;
               and

        (ix)  Debt outstanding on the Issue Date and listed on Schedule I to
              this Indenture, and Refinancing Debt Incurred in respect thereof.

     (c)   For purposes of determining the outstanding principal amount of any
           particular Debt Incurred pursuant to this Section 4.09, (i) Debt
           permitted by this Section 4.09 need not be permitted solely by
           reference to one provision permitting such Debt but may be permitted
           in part by one such provision and in part by one or more other
           provisions of this Section permitting such Debt, (ii) in the event
           that Debt or any portion thereof meets the criteria of more than one
           of the types of Debt described in this Section, the Guarantor, in its
           sole discretion, may classify or from time to time reclassify such
           Debt and shall only be required to include the amount of such Debt in
           one of such types and (iii) such amount shall be calculated without
           duplication (including without double counting the amount of any
           Guarantee of Debt otherwise permitted to be incurred hereunder).

     (d)   For purposes of determining whether the principal amount of any
           Refinancing Debt permitted by this Section 4.09 does not, in the
           event it is issued in a currency different from the currency in which
           the Debt being refunded or refinanced or paid at maturity
           ("Refinanced Debt") was issued, exceed the
<PAGE>   37

        principal amount of the Refinanced Debt, the rate to be used shall
        be-the spot rate for the purchase of the currency of the Refinanced Debt
        with the currency of the Refinancing Debt as published in the Wall
        Street Journal in the "Exchange Rates" column under the heading
        "Currency Trading" on the date two Business Days prior to such
        determination.

     SECTION 4.10  LIMITATION ON RESTRICTED PAYMENTS.  The Guarantor will not
make, and will not permit any Restricted Subsidiary to make, directly or
indirectly, any Restricted Payment if at the time of, and after giving effect
to, such proposed Restricted Payment,

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

     (b)   the Guarantor could not Incur at least $1.00 of additional Debt
           pursuant to clauses (i) or (ii) of paragraph (a) of Section 4.09; or

     (c)   the aggregate amount of such Restricted Payment and all other
           Restricted Payments declared or made since the Issue Date (the amount
           of any Restricted Payment, if made other than in cash, to be based
           upon Fair Market Value) would exceed an amount equal to the sum of:

        (i)   the remainder of (x) Adjusted Cash Flow for the period (treated as
              one accounting period) from the Issue Date to the end of the
              Guarantor's most recent fiscal quarter ending at least 45 days
              prior to the date of such proposed Restricted Payment less (y) the
              product of 1.75 times the sum of (x) Adjusted Interest Expense
              plus (y) Adjusted Foreign Debt FX Losses for such period;

        (ii)   Capital Stock Sale Proceeds;

        (iii)  the amount by which Debt (other than Subordinated Obligations) of
               the Guarantor or any Restricted Subsidiary is reduced on the
               Guarantor's balance sheet upon the conversion or exchange (other
               than by a Subsidiary) subsequent to the Issue Date of any Debt of
               the Guarantor or any Restricted Subsidiary convertible or
               exchangeable for Capital Stock (other than Disqualified Stock) of
               the Guarantor (less the amount of any cash or other Property
               distributed by the Guarantor or any Restricted Subsidiary upon
               such conversion or exchange);

        (iv)  an amount equal to the sum of (i) the net reduction in Investments
              in Unrestricted Subsidiaries resulting from dividends, repayments
              of loans or advances or other transfers of assets, in each case to
              the Guarantor or any Restricted Subsidiary from Unrestricted
              Subsidiaries, and (ii) the portion (proportionate to the
              Guarantor's equity interest in such Subsidiary) of the Fair Market
              Value of the net assets of an Unrestricted Subsidiary at the time
              such Unrestricted Subsidiary is designated a Restricted
              Subsidiary; provided, however, that the foregoing sum shall not
              exceed, in the case of any Unrestricted Subsidiary, the amount of
              Investments previously made (and treated as a Restricted Payment)
              by the Guarantor or any Restricted Subsidiary in such Unrestricted
              Subsidiary; and

        (v)   $10.0 million.

     Notwithstanding the foregoing limitation, the Guarantor may:

     (a)   pay dividends on its Capital Stock within 60 days of the declaration
           thereof if, on said declaration date, such dividends could have been
           paid in compliance with the Indenture; provided, however, that at the
           time of such payment of such dividend, no Default or Event of Default
           shall have occurred and be continuing (or result therefrom); provided
           further, however, that such dividend shall be included in the
           calculation of the amount of Restricted Payments;

     (b)   redeem, repurchase, defease, acquire or retire for value, any
           Subordinated Obligation with the proceeds of any Refinancing Debt;
           provided,however, that such redemption, repurchase, defeasance or
           other acquisition or retirement for value shall be excluded in the
           calculation of the amount of Restricted Payments; and

     (c)   acquire, redeem or retire Capital Stock of the Guarantor or
           Subordinated Obligations of the Guarantor made by exchange for, or
           out of the proceeds of the substantially concurrent sale of, Capital
           Stock of
<PAGE>   38

        the Guarantor (other than Disqualified Stock and other than Capital
        Stock issued or sold to a Subsidiary of the Guarantor or an employee
        stock ownership plan or to a trust established by the Guarantor or any
        of its Subsidiaries for the benefit of their employees); provided,
        however, that (A) such acquisition, redemption or retirement shall be
        excluded in the calculation of the amount of Restricted Payments and (B)
        the Net Cash Proceeds from such sale shall be excluded from the
        calculation of the amount of Capital Stock Sale Proceeds.

     SECTION 4.11  LIMITATION ON RESTRICTIONS ON DISTRIBUTIONS FROM RESTRICTED
SUBSIDIARIES.  The Guarantor will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, create or otherwise cause or permit to
exist or become effective any consensual encumbrance or restriction on the
ability of any Restricted Subsidiary to:

     (a)   pay dividends, in cash or otherwise, or make any other distributions
           on or in respect of its Capital Stock or any other interest in or
           participation in or measured by its profits, or pay any Debt or other
           obligation owed, to the Guarantor or a Restricted Subsidiary;

     (b)   make any loans or advances to the Guarantor or a Restricted
           Subsidiary; or

     (c)   transfer any of its property or assets to the Guarantor or a
           Restricted Subsidiary.

     The foregoing limitation shall not apply:

     (A)  to encumbrances and restrictions:

        (i)   in existence under or by reason of any agreements (not otherwise
              described in clause (A) (iii) below) in effect on the Issue Date;

        (ii)   relating to Debt of a Restricted Subsidiary and existing at such
               Restricted Subsidiary at the time it became a Restricted
               Subsidiary if such encumbrance or restriction was not created in
               connection with or in anticipation of the transaction or series
               of related transactions pursuant to which such Restricted
               Subsidiary became a Restricted Subsidiary or was acquired by the
               Guarantor;

        (iii)  set forth in the Bank Credit Facility;

        (iv)  applicable to a Restricted Subsidiary that is contained in an
              agreement or instrument governing or relating to Senior Debt,
              provided that the provisions of such agreement do not prevent
              (other than following an event of default on such Senior Debt) the
              payment of interest and mandatory payment or mandatory prepayment
              of principal pursuant to the terms of this Indenture and the
              Notes, but provided further that such agreement may nevertheless
              contain customary net worth, leverage, invested capital and other
              financial covenants, customary covenants regarding the merger of
              or sale of all or any substantial part of the assets of the
              Guarantor or any Restricted Subsidiary, customary restrictions on
              transactions with Affiliates, and customary subordination
              provisions governing Debt owed to the Guarantor or any Restricted
              Subsidiary; or

        (v)   which result from the renewal, refinancing, extension or amendment
              of an agreement referred to in clauses (A)(i), (ii) or (iii) above
              or in clauses (B)(i) or (ii) below, provided, such encumbrance or
              restriction is no less favorable in any material respect, taken as
              a whole, to the Holders of Notes than those under the agreement
              evidencing the Debt so renewed, refinanced, extended or amended,
              as determined in good faith by the Management Board and evidenced
              by a Board Resolution; and

     (B)  with respect only to clause (c) of this Section 4.11, to:

        (i)   any encumbrance or restriction relating to Debt that is permitted
              to be Incurred pursuant to the provisions described in Section
              4.09 or Section 4.16 and secured pursuant to the provisions of
              Section 4.15;
<PAGE>   39

        (ii)   any encumbrance or restriction in connection with an acquisition
               of Property, so long as such encumbrance or restriction relates
               solely to the Property so acquired and was not created in
               connection with or in anticipation of such acquisition;

        (iii)  customary provisions of leases and customary provisions in other
               agreements that restrict assignment of such agreements or rights
               thereunder;

        (iv)  customary restrictions contained in asset sale agreements limiting
              the transfer of such Property pending the closing of such sale;

        (v)   any encumbrance or restriction existing by reason of a customary
              merger or acquisition agreement for the purchase or acquisition of
              the stock or assets of the Guarantor or any of its Subsidiaries by
              another Person;

        (vi)  customary restrictions contained in operating leases for real
              property and restricting only the transfer of such real property
              or effective only upon the occurrence and during the continuance
              of a default in the payment of rent;

        (vii) any encumbrance or restriction arising as the result of applicable
              law or regulation; or

        (viii) any restriction or encumbrance that may be imposed by
               governmental licenses, franchises or permits.

     SECTION 4.12  LIMITATION ON ASSET SALES.

     (a)   The Guarantor shall not, and shall not permit any Restricted
           Subsidiary to, directly or indirectly, consummate any Asset Sale
           after the Issue Date unless:

        (i)   the Guarantor or such 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 Property subject to such
              Asset Sale;

        (ii)   at least 75% of the consideration paid to the Guarantor or such
               Restricted Subsidiary in connection with such Asset Sale is in
               the form of cash or cash equivalents; and

        (iii)  the Guarantor delivers an Officer's Certificate to the Trustee
               certifying that such Asset Sale complies with clauses (i) and
               (ii) above.

     (b)   The Net Available Cash (or any portion thereof) from Asset Sales may
           be applied by the Guarantor or a Restricted Subsidiary, to the extent
           the Guarantor or such Restricted Subsidiary elects:

        (i)   to prepay, repay or purchase Senior Debt of the Guarantor or Debt
              of a Restricted Subsidiary (excluding Debt owed to the Guarantor
              or an Affiliate of the Guarantor and Preferred Stock of a
              Restricted Subsidiary); or

        (ii)   to reinvest in Additional Assets (including by means of an
               Investment in Additional Assets by a Restricted Subsidiary with
               Net Available Cash received by the Guarantor or another
               Restricted Subsidiary);

    provided, however, that in connection with any prepayment, repayment or
    purchase of Debt pursuant to clause (b)(i) above, the Guarantor or such
    Restricted Subsidiary shall retire such Debt and shall cause the related
    revolving or term loan commitment (if any) to be permanently reduced by an
    amount equal to the principal amount so prepaid, repaid or purchased with
    the further effect (if applicable) contemplated by clause (ii) of the
    definition of "Permitted Debt".

     (c)   Any Net Available Cash from an Asset Sale not applied in accordance
           with paragraph (b) of this Section 4.12 within twelve months from the
           date of the receipt of such Net Available Cash shall constitute
           "Excess Proceeds". Within five Business Days from the date the
           aggregate amount of Excess Proceeds exceeds $10.0 million (taking
           into account income earned on such Excess Proceeds, if any), the
           Guarantor, directly or through the Issuer, will be required to make
           an offer (the "Asset Sale Offer") to purchase the Notes and the Euro
           Notes, which offer shall be in the amount of the
<PAGE>   40

        Excess Proceeds, at a purchase price equal to 100% of the principal
        amount thereof plus accrued and unpaid interest thereon, if any
        (including Special Interest, if any), to the Purchase Date (as defined
        below) in accordance with the procedures (including prorating in the
        event of oversubscription) set forth in Sections 3.02 and 3.08. To the
        extent that any portion of the amount of Net Available Cash remains
        after compliance with such procedures and provided that all Holders of
        Notes have been given the opportunity to tender their Notes for purchase
        as described in Section 3.08, the Guarantor or such Restricted
        Subsidiary may use such remaining amount for general corporate purposes
        and the amount of Excess Proceeds will be reset to zero.

       The Issuer and the Guarantor, as appropriate, will comply with the
       requirements of Rule 13e-4 and rule 14e-1 of Regulation 14E of the
       Exchange Act and any other U.S., Luxembourg, Dutch or Polish securities
       laws or regulations in connection with the repurchase of Notes described
       in this Section 4.12. To the extent that the provisions of any securities
       laws or regulations conflict with the repurchase offer, each of the
       Issuer and the Guarantor will comply with such provisions and will not be
       deemed to have breached its obligations under this Section 4.12.

     SECTION 4.13  TRANSACTIONS WITH AFFILIATES.  The Guarantor will not, and
will not permit any Restricted Subsidiary to, directly or indirectly, conduct
any business, enter into or permit to exist any transaction or series of related
transactions (including the purchase, sale, transfer, assignment, lease,
conveyance or exchange of any Property or the rendering of any service) with any
Affiliate of the Guarantor (an "Affiliate Transaction") unless (a) the terms of
such Affiliate Transaction are (i) set forth in writing and (ii) no less
favorable in any material respect, taken as a whole, to the Guarantor or such
Restricted Subsidiary, as the case may be, than those that could be obtained in
a comparable arm's-length transaction with a Person that is not an Affiliate of
the Guarantor or such Restricted Subsidiary, as determined in good faith by any
Officer, (b) with respect to an Affiliate Transaction involving aggregate
payments or the transfer of assets or provision of services, in each case having
a value in excess of $5.0 million, (x) the Supervisory Board (including a
majority of the disinterested members of the Supervisory Board) approves such
Affiliate Transaction and, in its good faith judgment, believes that such
Affiliate Transaction complies with clause (a)(ii) of this paragraph as
evidenced by a Board Resolution and (y) with respect to those transactions
having a value in excess of $10.0 million, the Guarantor obtains and provides to
the Trustee a written opinion from an Independent Appraiser to the effect that
such Affiliate Transaction is fair, from a financial point of view, to the
Guarantor.

     Notwithstanding the foregoing limitation, the Guarantor may enter into or
suffer to exist the following:

     (i)   any transaction or series of transactions between the Guarantor and a
           Restricted Subsidiary or between Restricted Subsidiaries;

     (ii)   any Restricted Payment permitted to be made pursuant to Section
            4.10;

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

     (iv)  the payment of reasonable fees and provision of reasonable
           indemnities to directors and consultants of the Guarantor and its
           Restricted Subsidiaries who are not employees of the Guarantor or its
           Restricted Subsidiaries;

     (v)   loans and advances to employees made in the ordinary course of
           business and consistent with past practice of the Guarantor or such
           Restricted Subsidiary, as the case may be, provided, that such loans
           and advances do not exceed $1.0 million in the aggregate at any one
           time outstanding;

     (vi)  transactions pursuant to the Existing Notes, Notes, the Registration
           Rights Agreement, the Intercompany Receivables or the Shareholders'
           Agreement;

     (vii) transactions between the Guarantor and its Subsidiaries entered into
           in connection with the Bank Credit Facility;
<PAGE>   41

     (viii) agreements in existence on the Issue Date and any renewal thereof,
            provided that any such renewal is on terms no less favorable in any
            material respect, taken as a whole, than the terms of any such
            existing agreement and provided that the Guarantor will not, and
            will not permit any Restricted Subsidiary to, amend, modify or in
            any way alter the terms of any existing Affiliate agreements in a
            manner materially adverse to the holders of the Notes;

     (ix)  contracts that have been awarded to an Affiliate pursuant to which
           the Affiliate has granted the Guarantor "most favored terms" pursuant
           to a competitive bid, provided that the Guarantor certifies to the
           Trustee that such contract complies with this subsection;

     (x)   agreements relating to the offer and sale of Capital Stock of the
           Guarantor that the Management Board determines in good faith to be
           customary for such an offer and sale;

     (xi)  any employment agreement or employment arrangement entered into by
           the Guarantor or any Restricted Subsidiary in the ordinary course of
           business that is consistent with industry practice or approved by a
           majority of the disinterested members of the Supervisory Board; and

     (xii) any guarantee or grant of collateral by the Guarantor or a Restricted
           Subsidiary in connection with Senior Debt.

     SECTION 4.14  CHANGE OF CONTROL.

     (a)   If a Change of Control occurs, then, subject to compliance with the
           requirements of paragraph (b) of this Section 4.14, the Issuer or the
           Guarantor shall, within 60 days after the occurrence of such Change
           of Control, commence an offer to purchase the Notes (the "Change of
           Control Offer"), at a purchase price equal to 101% of the principal
           amount thereof, plus any accrued and unpaid interest thereon, if any,
           to the purchase date (such price, together with such interest, the
           "Change of Control Purchase Price") pursuant to the procedures set
           forth in Section 3.08.

     (b)   In the event that at the time of a Change of Control the terms of any
           Senior Debt restrict or prohibit the repurchase of Notes as described
           in the foregoing paragraph, then prior to the mailing of the Change
           of Control notice to Holders of the Notes but in any event within 30
           days following such Change of Control, the Guarantor will (i) repay,
           or cause to be repaid in full and terminate all commitments under
           such Senior Debt or, if such Senior Debt is not, by its terms, then
           repayable or prepayable, to offer to repay in full such Senior Debt
           and to repay or cause to be repaid such Senior Debt of each lender
           who has accepted such offer or (ii) obtain the requisite consent
           under the agreements governing such Senior Debt to permit the
           repurchase of the Notes as described in this Section 4.14 and Section
           3.08.

     SECTION 4.15  LIMITATION ON LIENS.  The Guarantor will not, and will not
permit any Restricted Subsidiary to, directly or indirectly, Incur any Lien
(other than Permitted Liens) upon any of its Property, including any shares of
Capital Stock or Debt of any Restricted Subsidiary, whether owned at the Issue
Date or thereafter acquired, or any interest therein or any income or profits
therefrom, or assign or otherwise convey any right to receive income thereon
unless it has made or will make effective provision whereby the Notes will be
secured by such Lien equally and ratably with (or prior to) all other Debt of
the Guarantor or any Restricted Subsidiary secured by such Lien (subject to
applicable priorities of payment); provided, however, that the Guarantor may
Incur other Liens to secure Debt as long as the amount of outstanding Debt
secured by Liens Incurred pursuant to this proviso does not exceed 5% of
Consolidated Net Tangible Assets, as determined based on the consolidated
balance sheet of the Guarantor as of the end of the most recent fiscal quarter
ending at least 45 days prior thereto.

     SECTION 4.16  LIMITATION ON DEBT AND PREFERRED STOCK OF RESTRICTED
SUBSIDIARIES.  The Guarantor shall not permit any Restricted Subsidiary to,
directly or indirectly, Incur any Debt or Preferred Stock except:

     (a)   Debt Incurred under the Bank Credit Facility and any Qualified Debt
           Offering and Refinancing Debt Incurred in respect thereof, provided
           that the aggregate principal amount of all such Debt under the
<PAGE>   42

        Bank Credit Facility and any Qualified Debt Offering and Refinancing
        Debt Incurred in respect thereof, together with all Debt of the
        Guarantor Incurred under the Bank Credit Facility and any Qualified Debt
        Offering and Refinancing Debt Incurred in respect thereof, at any one
        time outstanding does not exceed DM 760 million, which amount shall be
        permanently reduced by the amount of (A) Scheduled Reductions and (B)
        repayments pursuant to the provisions of the Bank Credit Facility
        relating to the proceeds of Asset Sales not reinvested; provided,
        however, that the total reductions pursuant to (A) and (B) above shall
        not exceed DM 672 million;

     (b)   Debt Incurred in respect of Capital Expenditure Debt and Refinancing
           Debt Incurred in respect thereof, provided that (i) the aggregate
           principal amount of such Debt does not exceed the Fair Market Value
           of the property or assets acquired or constructed (including the cost
           of design, development, construction, installation or integration),
           (ii) the property or assets acquired or constructed are used in a
           Telecommunications Business and (iii) the aggregate principal amount
           outstanding of all Debt Incurred under this clause (b) and under
           clause (b)(iii) of Section 4.09 does not exceed (w) $250.0 million
           plus (x) an amount equal to $30 million for each million persons
           resident in the coverage area of the GSM 1800 License, plus (y) an
           amount equal to (i) if the Guarantor or any Subsidiary acquires a
           UMTS License, $40 million for each million persons resident in the
           coverage area of such UMTS License for the development of UMTS
           services minus (ii) the aggregate principal amount of Debt Incurred
           pursuant to the immediately preceding clause (x), plus (z), if
           Minutes of Use exceed an average of 383 million per month for any
           four months in a consecutive six-month period through December 31,
           2001, $3 for each such excess Minute of Use;

     (c)   that percentage of Debt of a Restricted Subsidiary owing to and held
           by any Restricted Subsidiary that is equal to the percentage of the
           Guarantor's direct or indirect ownership interest in such Restricted
           Subsidiary; provided, however, that (x) any subsequent issue or
           transfer of Capital Stock or other event that results in a reduction
           in the Guarantor's direct or indirect ownership interest in such
           Restricted Subsidiary or (y) any subsequent transfer of such Debt
           (except to the Guarantor or a Wholly Owned Subsidiary) shall be
           deemed, in each case, to constitute the Incurrence of such Debt by
           the issuer thereof in the following amounts: (A) in the case of (x)
           the full amount of such Debt if such Restricted Subsidiary does not
           remain a Restricted Subsidiary and otherwise the percentage of such
           Debt equal to the percentage reduction in the Guarantor's direct or
           indirect ownership interest in such Restricted Subsidiary; and (B) in
           the case of (y), the full amount of such Debt if it is not
           transferred to a Restricted Subsidiary and otherwise a percentage of
           such Debt equal to (X) the percentage of the Guarantor's direct or
           indirect ownership interest in the Restricted Subsidiary that
           previously held such Debt less (Y) the percentage of the Guarantor's
           indirect ownership interest in the Restricted Subsidiary to which
           such Debt is transferred;

     (d)   Debt of a Restricted Subsidiary Incurred and outstanding on or prior
           to the date on which such Restricted Subsidiary was acquired by the
           Guarantor or otherwise became a Restricted Subsidiary (other than
           Debt Incurred as consideration in, or to provide all or any portion
           of the funds or credit support utilized to consummate, the
           transaction or series of related transactions pursuant to which such
           Restricted Subsidiary became a Subsidiary or was otherwise acquired
           by the Guarantor), provided, however, that at the time such
           Restricted Subsidiary is acquired or otherwise became a Restricted
           Subsidiary of the Guarantor, the Guarantor would have been able to
           Incur $1.00 of additional Debt pursuant to clauses (i) or (ii) of
           paragraph (a) of Section 4.09;

     (e)   Debt under Interest Rate Protection Agreements entered into by such
           Restricted Subsidiary for the purpose of limiting interest rate risk
           in respect of Debt of the Guarantor or a Restricted Subsidiary in the
           ordinary course of the financial management of such Restricted
           Subsidiary and not for speculative purposes;

     (f)   Debt under Currency Exchange Protection Agreements, provided that
           such Currency Exchange Protection Agreements were entered into by
           such Restricted Subsidiary for the purpose of limiting currency
           exchange rate risks directly related to transactions entered into in
           the ordinary course of business and not for speculative purposes;
<PAGE>   43

     (g)   Debt in connection with one or more standby letters of credit or
           performance bonds issued in the ordinary course of business or
           pursuant to self-insurance obligations and, in each case, not in
           connection with the borrowing of money or the obtaining of advances
           or credit;

     (h)   Debt or Preferred Stock outstanding on the Issue Date and listed on a
           Schedule I to this Indenture;

     (i)   Debt Incurred pursuant to this Indenture, the Holdings Guarantee, the
           Euro Notes Holdings Guarantee or the Issuer Guarantees; and

     (j)   Refinancing Debt Incurred in respect of Debt Incurred pursuant to the
           provisions of clauses (d), (h), and (i) of this Section 4.16.

     (k)   For purposes of determining the outstanding principal amount of any
           particular Debt Incurred pursuant to this Section 4.16, (i) Debt
           permitted by this Section 4.16 need not be permitted solely by
           reference to one provision permitting such Debt but may be permitted
           in part by one such provision and in part by one or more other
           provisions of this Section permitting such Debt, (ii) in the event
           that Debt or any portion thereof meets the criteria of more than one
           of the types of Debt described in this Section, the Guarantor, in its
           sole discretion, may classify or from time to time reclassify such
           Debt and shall only be required to include the amount of such Debt in
           one of such types and (iii) such amount shall be calculated without
           duplication (including without double counting the amount of any
           Guarantee of Debt otherwise permitted to be incurred hereunder).

     (l)   For purposes of determining whether the principal amount of any
           Refinancing Debt permitted by this Section 4.16 does not, in the
           event it is issued in a currency different from the currency in which
           the Debt being refunded or refinanced or paid at maturity
           ("Refinanced Debt") was issued, exceed the principal amount of the
           Refinanced Debt, the rate to be used shall be the spot rate for the
           purchase of the currency of the Refinanced Debt with the currency of
           the Refinancing Debt as published in the Wall Street Journal in the
           "Exchange Rates" column under the heading "Currency Trading" on the
           date two Business Days prior to such determination.

     SECTION 4.17  LIMITATION ON LAYERED DEBT.  Neither the Guarantor nor the
Issuer will, directly or indirectly, Incur any Debt if such Debt provides by its
terms that it is subordinate or junior in ranking to any Senior Debt of the
Issuer or Senior Debt of the Guarantor, as the case may be, unless such Debt is
Senior Subordinated Debt or is expressly subordinated in right of payment to
Senior Subordinated Debt provided, however, that nothing herein shall apply to
(i) intercreditor agreements among creditors of the Guarantor or the Issuer but
to which neither the Guarantor nor the Issuer is a party or (ii) agreements
relating to priorities of payment or rights in respect of collateral among the
Guarantor, the Issuer and the banks or other financial institutions party to the
Bank Credit Facility (or any Refinancing Indebtedness in respect thereof) and
any related Hedging Obligations.

     SECTION 4.18  ADDITIONAL AMOUNTS.  All payments made by the Issuer, under
or with respect to the Notes, and by the Guarantor and Holdings, under or with
respect to the Notes Guarantees, will be made free and clear of and without
withholding or deduction for or on account of any present or future tax, duty,
levy, impost, assessment or other governmental charge imposed or levied by or on
behalf of the government of Luxembourg, The Netherlands or Poland or any
political subdivision or taxing authority or agency thereof or therein
(hereinafter "Taxes") unless the Issuer, Holdings or the Guarantor, as the case
may be, is required to withhold or deduct Taxes by law or by the interpretation
or administration thereof. If the Issuer, Holdings or the Guarantor is so
required to withhold or deduct any amount for or on account of Taxes from any
payment made under or with respect to the Notes or the Notes Guarantees,
respectively, the Issuer, Holdings or the Guarantor will pay such Additional
Amounts as may be necessary so that the net amount received by each Holder
(including Additional Amounts) after such withholding or deduction will not be
less than the amount such Holder would have received if such Taxes had not been
required to be withheld or deducted; provided, however, that the foregoing
obligation to pay Additional Amounts does not apply to (a) any Taxes that would
not have been so imposed but for the existence of any present or former
connection between the relevant Holder (or between a fiduciary, settlor,
beneficiary, member or shareholder of, or possessor of power over the relevant
Holder, if the relevant Holder is an
<PAGE>   44

estate, nominee, trust or corporation) and Luxembourg, The Netherlands or Poland
or any political subdivision or taxing authority or agency thereof or therein
(other than the mere receipt of such payment or the ownership or holding outside
of Luxembourg, The Netherlands or Poland of such Note); (b) any estate,
inheritance, gift, sales, excise, transfer, personal property tax or similar
tax, assessment or governmental charge; or (c) any Taxes payable otherwise than
by deduction or withholding from payments of principal of (or premium, if any,
on) or interest on such Note; nor will Additional Amounts be paid (i) if the
payment could have been made without such deduction or withholding if the
beneficiary of the payment had presented the Note for payment within 30 days
after the date on which such payment or such Note became due and payable or the
date on which payment thereof is duly provided for, whichever is later, except
to the extent that the Holder would have been entitled to Additional Amounts had
the Note been presented on the last day of such 30-day period, or (ii) with
respect to any payment of principal of (or premium, if any, on) or interest on
such Note to any Holder who is a fiduciary or partnership or any Person other
than the sole beneficial owner of such payment, to the extent that a beneficiary
or settlor with respect to such fiduciary, a member of such a partnership or the
beneficial owner of such payment would not have been entitled to the Additional
Amounts had such beneficiary, settlor, member or beneficial owner been the
actual Holder of such Note. The foregoing provisions shall survive any
termination or discharge of the Indenture and shall apply mutatis mutandis to
any jurisdiction in which any successor Person to the Issuer, Holdings or the
Guarantor is organized or any political subdivision or taxing authority or
agency thereof or therein.

     SECTION 4.19  FURTHER INSTRUMENTS AND ACTS.  Upon request of the Trustee
(but without imposing any obligation on the Trustee to make any such request),
the Issuer and the Guarantor shall 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; provided, however, that no such
instrument or act shall adversely affect the rights or interests under this
Indenture of the holders of Senior Debt without their consent.

     SECTION 4.20  RESTRICTED AND UNRESTRICTED SUBSIDIARIES.

     (a)   The Management Board may designate or redesignate any Subsidiary of
           the Guarantor or any Restricted Subsidiary to be an Unrestricted
           Subsidiary if:

        (i)   the Subsidiary to be so designated does not own any Capital Stock,
              Redeemable Stock or Debt of, or own or hold any Lien on any
              property or assets of, the Guarantor or any other Restricted
              Subsidiary;

        (ii)   the Subsidiary to be so designated is not obligated by any Debt,
               Lien or other obligation that, if in default, would result (with
               the passage of time or notice or otherwise) in a default on any
               Debt of the Guarantor or any Restricted Subsidiary; and

        (iii)  either (A) the Subsidiary to be so designated has total assets of
               $1,000 or less or (B) such designation is effective immediately
               upon such Subsidiary becoming a Subsidiary of the Guarantor or of
               a Restricted Subsidiary.

        Unless so designated as an Unrestricted Subsidiary, any Person that
        becomes a Subsidiary of the Guarantor or of any Restricted Subsidiary
        will be classified as a Restricted Subsidiary.

        Except as provided in this clause (a), no Restricted Subsidiary may be
        redesignated as an Unrestricted Subsidiary. Any such designation by the
        Management Board will be evidenced to the Trustee by promptly filing
        with the Trustee a copy of the Board Resolution giving effect to such
        designation and an Officer's Certificate certifying that such
        designation complies with the foregoing provisions.

     (b)   The Guarantor shall not, and shall not permit any Unrestricted
           Subsidiary to, take any action or enter into any transaction or
           series of transactions that would result in a Person becoming a
           Restricted Subsidiary (whether through an acquisition, the
           redesignation of an Unrestricted Subsidiary or otherwise) unless
           after giving effect to such action, transaction or series of
           transactions, on a pro forma basis:

        (i)   the Guarantor could Incur at least $1.00 of additional Debt
              pursuant to clauses (i) or (ii) of paragraph (a) of Section 4.09;
<PAGE>   45

        (ii)   such Restricted Subsidiary could then Incur pursuant to Section
               4.09 all Debt as to which it is obligated at such time; and

        (iii)  no Default or Event of Default would occur or be continuing.

     SECTION 4.21  THE SUBSIDIARIES.  The Guarantor shall ensure that the
Issuer, Holdings and PTC International Finance B.V. each remains a Wholly Owned
Subsidiary; provided, however, that nothing herein shall limit (i) the ability
of the Guarantor or Holdings to grant a security interest in the shares of the
Issuer to secure Senior Debt, (ii) the rights of the holders of such Senior Debt
to exercise their rights and remedies in respect thereof as long as the
Surviving Person meets the requirements set forth in (a) and (b) of Section 5.01
or (iii) a voluntary dissolution of the Issuer or merger of the Issuer into
Holdings, or Holdings into the Guarantor, solely for the purpose of permitting
Holdings or the Guarantor to assume all obligations in respect of the Notes as
if it were the direct obligor with respect thereto and in which all the assets
of the Issuer are transferred to Holdings or in which all of the assets of
Holdings are transferred to the Guarantor and no material payment or
distribution is made to creditors.

                                   ARTICLE 5

                               SUCCESSOR COMPANY

     SECTION 5.01  CONSOLIDATION, MERGER OR SALE OF ASSETS.

     (a)   Neither the Guarantor nor the Issuer nor Holdings shall merge or
           consolidate with or into any other entity or sell, transfer, assign,
           lease, convey or otherwise dispose of all or substantially all of its
           Property in any one transaction or series of transactions (other than
           a merger, amalgamation or consolidation of a Restricted Subsidiary
           (including the Issuer and Holdings) into, or the transfer of all or
           any portion of the assets and liabilities of a Restricted Subsidiary
           to, the Guarantor or Holdings (with respect to the Issuer only))
           unless, in the case of the Guarantor: (i) the Guarantor shall be the
           surviving Person (the "Surviving Person") or the Surviving Person (if
           other than the Guarantor) formed by such consolidation or merger or
           the Person to which such sale, transfer, assignment, lease,
           conveyance or disposition is made shall be a corporation organized
           and existing under the laws of Poland, the United States of America
           or a state thereof or the District of Columbia, Germany, France, The
           Netherlands, Luxembourg or the United Kingdom; (ii) the Surviving
           Person (if other than the Guarantor) expressly assumes, by
           supplemental indenture in form satisfactory to the Trustee, executed
           and delivered to the Trustee by such Surviving Person, the due and
           punctual payment of the obligations of the Guarantor under the Parent
           Guarantee and the due and punctual performance and observance of all
           the covenants and conditions of the Indenture to be performed by the
           Guarantor; (iii) in the case of a sale, transfer, assignment, lease,
           conveyance or other disposition of all or substantially all of the
           Guarantor's Property, such Property shall have been transferred as an
           entirety or substantially as an entirety to one Person; (iv)
           immediately before and after giving effect to such transaction or
           series of transactions on a pro forma basis (and treating any Debt
           which becomes, or is anticipated to become, an obligation of the
           Surviving Person or any Restricted Subsidiary as a result of such
           transaction or series of transactions as having been Incurred by the
           Surviving Person or such Restricted Subsidiary at the time of such
           transaction or series of transactions), no Default or Event of
           Default shall have occurred and be continuing; (v) immediately after
           giving effect to such transaction or series of transactions on a pro
           forma basis (and treating any Debt which becomes, or is anticipated
           to become, an obligation of the Surviving Person or any Restricted
           Subsidiary as a result of such transaction or series of transactions
           as having been Incurred by the Surviving Person or such Restricted
           Subsidiary at the time of such transaction or series of
           transactions), the Guarantor or the Surviving Person, as the case may
           be, would be able to Incur at least $1.00 of additional Debt under
           clauses (i) or (ii) of paragraph (a) of Section 4.09; and (vi) in
           connection with any consolidation, merger, transfer or other
           transaction contemplated by this provision, the Guarantor shall
           deliver, or cause to be delivered, to the Trustee, in form and
           substance reasonably satisfactory to the Trustee, an Officer's
           Certificate and an Opinion of Counsel, each stating that such
           consolidation, merger, transfer
<PAGE>   46

        or other transaction and the supplemental indenture in respect thereto
        comply with this provision and that all conditions precedent herein
        provided for relating to such transaction or transactions have been
        complied with; provided, however, that in the case of any merger,
        amalgamation or consolidation permitted above, the first priority
        security interests in the Escrow Account in favor of the Trustee shall
        be preserved and in connection with any merger of the Issuer into
        Holdings, the Holdings Guarantees shall remain in full force and effect
        and Holdings shall assume by supplemental indentures all obligations of
        the Issuer under this Indenture and provided further, however, that the
        provisions of clauses (iv) and (v) shall not apply to a reorganization
        of the Guarantor, effected for the purpose of converting the Guarantor
        to a spolka akcyjna (a joint stock company) in which the holders of the
        Guarantor's Capital Stock before and after such reorganization remain
        unchanged.

     (b)   A Surviving Person (other than the Guarantor) satisfying the
           requirements of clause (a) above will succeed to, and be substituted
           for, and may exercise every right and power of the Guarantor under
           this Indenture, and the predecessor Guarantor (except in the case of
           a lease) will be released from the obligation to pay the principal
           of, and premium, if any, and interest on, the Notes.

     (c)   Nothing in this Section 5.01 shall prevent any Restricted Subsidiary
           from consolidating with, merging into or transferring all or part of
           its properties and assets to the Guarantor or any other Restricted
           Subsidiary.

                                   ARTICLE 6

                             DEFAULTS AND REMEDIES

     SECTION 6.01  EVENTS OF DEFAULT.  Subject to the immediately following
paragraph, an "Event of Default" occurs if:

     (i)   the Issuer and the Guarantor fail to make any payment of interest
           (including Special Interest, if any) and Additional Amounts, if any,
           on any Note when the same shall become due and payable, whether or
           not such payments shall be prohibited as described under Section
           10.03, and such failure continues for a period of 30 days, provided,
           however, that the failure to make any of the first five scheduled
           interest payments on the Notes will constitute an Event of Default
           with no cure or grace period;

     (ii)   the Issuer and the Guarantor (A) fail to make the payment of the
            principal or premium, if any, on any Note when the same becomes due
            and payable at its Stated Maturity, upon declaration, redemption,
            acceleration, required purchase or otherwise, whether or not such
            payments shall be prohibited as described under Article 10 or (B)
            fail to redeem or purchase the Notes when required pursuant to this
            Indenture or the Notes, whether or not such redemption or purchase
            shall be prohibited as described under Article 10;

     (iii)  the Issuer and the Guarantor fail to make or consummate a Change of
            Control Offer described in Section 4.14 or to comply with the
            provisions described in Section 4.10;

     (iv)  the Issuer or the Guarantor fails to comply with any of their
           respective covenants in the Notes or this Indenture (other than those
           specified in clauses (i), (ii) and (iii)) above and such failure
           continues for a period of 60 days after the notice specified below;

     (v)   Debt for borrowed money of the Guarantor or any Restricted Subsidiary
           is not paid within any applicable grace period after final maturity
           in effect from time to time or is accelerated by the holders thereof
           and the total amount of such Debt unpaid or accelerated exceeds $15.0
           million or its equivalent at the time;

     (vi)  any judgment or decree aggregating in an uninsured amount in excess
           of $15.0 million or its equivalent at the time is rendered against
           the Guarantor or any Restricted Subsidiary and there is a period of
           60 days following the entry of such judgment or decree during which
           such judgment or decree is not discharged, waived or the execution
           thereof stayed and such default continues for ten days after the
           notice specified below;
<PAGE>   47

     (vii) the Issuer, the Guarantor or any Significant Subsidiary pursuant to
           or within the meaning of any Bankruptcy Law (A) commences a voluntary
           insolvency proceeding, (B) consents to the entry of an order for
           relief against it in an involuntary insolvency proceeding, (C)
           consents to the appointment of a Custodian or official receiver of it
           or for any substantial part of its property, or (D) makes a general
           assignment for the benefit of its creditors; or takes any equivalent
           action under any foreign laws relating to insolvency or laws having a
           similar effect for creditors; provided, however, that the dissolution
           of a Restricted Subsidiary and the assumption by the Guarantor of all
           its obligations, including (in the case of the Issuer) the
           obligations on the Notes, together with the transfer of all the
           assets of such Restricted Subsidiary to the Guarantor or (other than
           in the case of the Issuer) another Restricted Subsidiary, shall not
           constitute an Event of Default under this subsection (vii);

     (viii) a court of competent jurisdiction enters an order or decree under
            any Bankruptcy Law that: (A) is for relief against the Issuer, the
            Guarantor or any Significant Subsidiary in an involuntary insolvency
            proceeding; (B) appoints a Custodian or official receiver of the
            Issuer, the Guarantor or any Significant Subsidiary or for any
            substantial part of its property; or (C) orders the involuntary
            winding up or liquidation of the Issuer, the Guarantor or any
            Significant Subsidiary; or any equivalent relief is granted under
            any foreign laws relating to insolvency and the order or decree
            remains unstayed and in effect for 90 days;

     (ix)  any of the Telecommunications Licenses of the Guarantor is revoked,
           terminated or suspended or otherwise ceases to be effective,
           resulting in the cessation or suspension of operations for a period
           of more than 180 days of the cellular communication business of the
           Guarantor;

     (x)   either of the Note Guarantees for any reason shall not be or shall
           cease to be, or shall for any reason be asserted in writing by any
           Guarantor, Holdings or the Issuer not to be, in full force and effect
           and enforceable in accordance with its terms, except to the extent
           contemplated by the Indenture and the Notes Guarantees; or

     (xi)  the Dollar Escrow Agreement becomes, or the Guarantor or Holdings
           asserts or acknowledges in writing that the Dollar Escrow Agreement
           is, invalid and unenforceable, otherwise than in accordance with its
           terms.

     A Default under clause (iv) or (vi) above will not be an Event of Default
until the Trustee or the Holders of at least 25% in aggregate principal amount
of the Notes then outstanding notify the Guarantor of the Default and the
Guarantor 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 Guarantor will deliver to the Trustee, within 30 days after the
occurrence thereof, written notice in the form of an Officer's Certificate of
any event which, with the giving of notice and the lapse of time, would become
an Event of Default under clause (iv), (v) or (vi) above, its status and what
action the Guarantor 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 clause (vii) or (viii) of Section 6.01) occurs and is
continuing, the Trustee, by notice to the Guarantor, or the holders of at least
25% in aggregate principal amount of the Notes then outstanding by notice to the
Guarantor and the Trustee, may declare the principal of premium if any, and
accrued interest on all Notes to be due and payable. Upon such a declaration,
such principal premium and interest will be due and payable immediately;
provided, however, that so long as any Bank Debt or any commitment therefor is
outstanding, any such notice or declaration shall not become effective until ten
Business Days after such notice is delivered to the Representative of the Bank
Debt; and provided further that if such Event of Default is no longer continuing
at the end of such ten Business Day period, such notice or declaration shall be
deemed rescinded and of no further force or effect. If an Event of Default
specified in clause (vii) or (viii) of Section 6.01 occurs, the principal amount
of and interest on all the Notes will 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 Notes 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 nonpayment of principal or
<PAGE>   48

interest that has become due solely because of acceleration. No such rescission
will affect any subsequent Default or impair any right consequent thereto. The
Guarantor shall notify the Trustee of the name, address, facsimile number and
telephone number of the Representative promptly upon the request of the Trustee
and of any successor thereto or change thereof.

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

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

     SECTION 6.04  WAIVER OF PAST DEFAULTS.  The Holders of a majority in
aggregate principal amount of the Notes by notice to the Trustee may waive an
existing Default and its consequences except (i) a Default in the payment of the
principal of, premium, if any or interest on a Note or (ii) a Default in respect
of a provision that cannot be amended without the consent of each Holder
affected. When a Default is waived, it is deemed cured, but no such waiver will
extend to any subsequent or other Default or impair any consequent right.

     SECTION 6.05  CONTROL BY MAJORITY.  The Holders of a majority in aggregate
principal amount of the Notes may direct the time, method and place of
conducting any proceeding 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 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 under this
Indenture, other than under Article 10, the Trustee will be entitled to
indemnification satisfactory to it in its sole discretion against all losses and
expenses caused by taking or not taking such action.

     SECTION 6.06  LIMITATION ON SUITS.  A Holder of Notes may not pursue any
remedy with respect to this Indenture or the Notes unless:

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

     (ii)   the Holders of at least 50% in aggregate principal amount of the
            Notes then outstanding make a written request to the Trustee to
            pursue the remedy;

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

     (iv)  the Trustee does not comply with the request within 179 days after
           receipt of the request and the offer of such security or indemnity;

     (v)   the Holders of a majority in principal amount of the Notes do not
           give the Trustee a written direction inconsistent with the request
           during such 179-day period; and

     (vi)  in any event, such Holder shall request that any judgment be paid to
           the Trustee as agent for such Holder.

     A Holder may not use this Indenture to prejudice the rights of any other
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 Indenture, the right of any Holder to receive payment of
principal of and interest on the Notes held by such Holder, on or after the
respective due dates expressed in the Notes, 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.
<PAGE>   49

     SECTION 6.08  COLLECTION SUIT BY TRUSTEE.  If an Event of Default in
payment of interest or principal specified in Section 6.01(i) or (ii) occurs and
is continuing, the Trustee may recover judgment in its own name and as trustee
of an express trust against the Guarantor for the whole amount or principal and
interest remaining unpaid (together with interest on such unpaid interest to the
extent lawful) and the amounts provided for in Section 7.07.

     SECTION 6.09  TRUSTEE MAY FILE PROOFS OF CLAIM.  The Trustee may file such
proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee and the Holders allowed in any
judicial proceedings relative to the Issuer or the Guarantor, its creditors or
its property and, unless prohibited by law or applicable regulations, may vote
on behalf of the Holders at their direction in any election of a trustee in
bankruptcy or other Person performing similar functions, and any Custodian in
any such judicial proceeding is hereby authorized by each Holder to make
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and its counsel, and any other amounts due
the trustee under Section 7.07.

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

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

     SECOND: to the holders of Senior Debt to the extent required pursuant to
             Article 10;

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

     FOURTH: to the Guarantor.

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

     SECTION 6.12  RESERVATION OF RIGHTS AND REMEDIES.  If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Holder, then and in
every such case, subject to any determination in such proceeding, the Issuer,
the Guarantor, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

     SECTION 6.13  RIGHTS AND REMEDIES CUMULATIVE.  Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Notes in Section 2.07, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent permitted
by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.
<PAGE>   50

     SECTION 6.14  DELAY OR OMISSION NOT WAIVER.  No delay or omission of the
Trustee or of any Holder of any Note to exercise any right or remedy accruing
upon any Event of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein. Every right and
remedy given by this Article Six or by law to the Trustee or to the Holders may
be exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders, as the case may be.

                                   ARTICLE 7

                                    TRUSTEE

     SECTION 7.01  DUTIES OF TRUSTEE.

     (a)   If an Event of Default has occurred and is continuing of which a
           Trust Officer of the Trustee has actual knowledge, the Trustee shall
           exercise such of the rights and powers vested in it by this
           Indenture, and use the same degree of care and skill in 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 of which a Trust
           Officer of the Trustee has actual knowledge: (1) the Trustee
           undertakes to perform such duties and only such duties as are
           specifically set forth in this Indenture and no others and no implied
           covenants or obligations shall be read into this Indenture against
           the Trustee; and (2) in the absence of bad faith on its part, the
           Trustee may conclusively rely, as to the truth of the statements and
           the correctness of the opinions expressed therein, upon certificates
           or opinions furnished to the Trustee and conforming to the
           requirements of this Indenture. However, the Trustee shall examine
           the certificates and opinions to determine whether 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 liability for its own negligent
           action, its own negligent failure to act or its own wilful
           misconduct, except that: (1) this paragraph does not limit the effect
           of paragraph (b) of this Section 7.01; (2) the Trustee shall not be
           liable for any error of judgment made in good faith by a Trust
           Officer unless it is proved that the Trustee was negligent in
           ascertaining the pertinent facts; and (3) the Trustee shall not be
           liable with respect to any action it takes or omits to take in good
           faith in accordance with a direction received by it pursuant to
           Section 6.05.

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

     (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 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.
<PAGE>   51

     (b)   Before the Trustee acts or refrains from acting, it may require an
           Officer's Certificate or an Opinion of Counsel, such opinion to be
           prepared at the Issuer's or the Guarantor's expense. The Trustee
           shall not be liable for any action it takes or omits to take in good
           faith in reliance on the Officer's Certificate or Opinion of Counsel.

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

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

     (e)   The Trustee may consult with counsel of its selection, and the advice
           or opinion of such counsel with respect to legal matters relating to
           this Indenture and the Notes 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 its counsel.

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

     (g)   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 Corporate Trust Office of the
           Trustee, and such notice references the Notes, this Indenture and the
           specific Default or Event of Default.

     (h)   The Trustee shall have no obligation or duty to monitor, determine or
           inquire as to compliance with any restrictions on transfer imposed
           under this Indenture or under applicable law with respect to any
           transfer or any interest in any Note (including any transfers between
           or among Participants or beneficial owners of interests in any Global
           Note) other than to require delivery of such certificates and other
           documentation or evidence as are expressly required by, and to do so
           if and when expressly required by the terms of, this Indenture or an
           Issuer Order, and to examine the same to determine substantial
           compliance as to form with the express requirements.

     SECTION 7.03  INDIVIDUAL RIGHTS OF TRUSTEE.  The Trustee in its individual
or any other capacity may become the owner or pledgee of Notes and may otherwise
deal with the Guarantor 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, the Notes, the Escrow Agreements or the Escrow Accounts, it shall not
be accountable for the Issuer's or the Guarantor's use of the proceeds from the
Notes, and it shall not be responsible for any statement in the Notes other than
the Trustee's certificate of authentication.

     SECTION 7.05  NOTICE OF DEFAULTS.  If a Default occurs and is continuing
and if it is known to the Trustee, the Trustee shall mail to each 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 on
any Note (including payments pursuant to the mandatory redemption provisions of
such Note, 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.

     SECTION 7.06  REPORTS BY TRUSTEE TO HOLDERS.  Within 60 days after May 15
of each year commencing with the first May 15 after the Issue Date, the Trustee
shall transmit to the Holders, in the manner and to the extent provided in TIA
sec. 313(c), a brief report dated as of such May 15, if required by TIA sec.
313(a). The Trustee also shall comply with TIA sec. 313(b).
<PAGE>   52

     A copy of each report at the time of its mailing to Holders shall be filed
with the SEC and each securities exchange (if any) on which the Notes are
listed. The Guarantor agrees to notify the Trustee whenever the Notes become
listed on any securities exchange and of any delisting thereof.

     SECTION 7.07  COMPENSATION AND INDEMNITY.  The Guarantor shall pay to the
Trustee from time to time such compensation for its services as the Guarantor
and the Trustee shall agree. The Trustee's compensation shall not be limited by
any law on compensation of a trustee of an express trust. The Guarantor shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses
incurred or made by it, including costs of collection, in addition to the
compensation for its services. Such expenses shall include the reasonable
compensation and out-of-pocket expenses of the Trustee's agents and counsel. The
Guarantor shall indemnify the Trustee against any and all loss, liability or
expense (including attorneys' fees) incurred by it in connection with the
administration of this trust and the performance of its duties hereunder. The
Trustee shall notify the Guarantor promptly of any claim for which it may seek
indemnity. Failure by the Trustee to so notify the Guarantor shall not relieve
the Guarantor of its obligations hereunder. The Guarantor shall defend the claim
and the Trustee shall cooperate in such defense. The Trustee may have separate
counsel and the Guarantor shall pay the fees and expenses of such counsel. The
Guarantor need not pay for any settlement made without its consent. The
Guarantor 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 Guarantor's payment obligations in this Section 7.07, the
Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee other than money or property held in trust to pay
principal of and interest on Notes under Article 8 or otherwise.

     The Guarantor's payment obligations pursuant to this Section 7.07 shall
survive the discharge of this Indenture and the resignation or removal of the
Trustee. When the Trustee incurs expenses after the occurrence of a Default
specified in Section 6.01(vii) or (viii) with respect to the Issuer, the
Guarantor, or any Significant Subsidiary, the expenses are intended to
constitute expenses of administration under Bankruptcy Law.

     SECTION 7.08  REPLACEMENT OF TRUSTEE.  A resignation or removal of the
Trustee and appointment of a successor Trustee shall become effective only upon
the successor Trustee's acceptance of appointment as provided in this Section
7.08. The Trustee may resign at any time by so notifying the Guarantor. The
Holders of a majority in principal amount of
the Notes may remove the Trustee by so notifying the Trustee, the Issuer and the
Guarantor. The Issuer or the Guarantor 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 or is removed or if a vacancy exists in the office
of the Trustee for any reason, the Issuer or the Guarantor shall promptly
appoint a successor Trustee. Within one year after the successor Trustee takes
office, the Holders of a majority in the principal amount of the Notes may
appoint a successor Trustee to replace the Trustee appointed by the Issuer or
the Guarantor.

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Issuer and the Guarantor. 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, the Issuer, the
Guarantor or the Holders of at least 25% in principal amount of the Notes may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.
<PAGE>   53

     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.

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

     SECTION 7.09  SUCCESSOR TRUSTEE BY MERGER.  If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation or banking
association 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 Notes 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 Notes so authenticated; and in case at
that time any of the Notes shall not have been authenticated, any successor to
the Trustee may authenticate such Notes 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 Notes 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 sec. 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. No obligor upon the Notes or Person
directly controlling, controlled by, or under common control with such obligor
shall serve as Trustee upon the Notes. The Trustee shall comply with TIA sec.
310(b); provided, however, that there shall be excluded from the operation of
TIA sec. 310(b)(1) any indenture or indentures under which other securities or
certificates of interest or participation in other notes of the Issuer are
outstanding if the requirements for such exclusion set forth in TIA sec.
310(b)(1) are met.

     SECTION 7.11  PREFERENTIAL COLLECTION OF CLAIMS AGAINST GUARANTOR.  The
Trustee shall comply with TIA sec. 311(a), excluding any creditor relationship
listed in TIA sec. 311(b). A Trustee who has resigned or been removed shall be
subject to TIA sec. 311(a) to the extent indicated.

                                   ARTICLE 8

                       DISCHARGE OF INDENTURE; DEFEASANCE

     SECTION 8.01  DISCHARGE OF LIABILITY ON NOTES; DEFEASANCE.

     (a)   When (i) the Issuer delivers to the Trustee all outstanding Notes
           (other than Notes replaced pursuant to Section 2.07) for cancellation
           or (ii) all outstanding Notes have become due and payable and the
           Issuer, Holdings or the Guarantor has irrevocably deposited with the
           Trustee funds sufficient to pay at maturity or upon redemption all
           outstanding Notes, including interest thereon (other than Notes
           replaced pursuant to Section 2.07), and in either case the Issuer,
           Holdings or the Guarantor has paid all other sums payable hereunder,
           then this Indenture shall, subject to Sections 8.01(c), and 8.06,
           cease to be of further effect. The Trustee shall acknowledge
           satisfaction and discharge of this Indenture on demand of the Issuer
           accompanied by an Opinion of Counsel and an Officer's Certificate
           certifying that all conditions precedent to such satisfaction and
           discharge have occurred, at the cost and expense of the Issuer,
           Holdings or the Guarantor, as the case may be.

     (b)   Subject to Sections 8.01(c), 8.02 and 8.06, the Issuer at any time
           may terminate (i) all its obligations under the Notes and this
           Indenture and the obligations of the Guarantor and Holdings under the
           Notes Guarantees ("legal defeasance option") or (ii) the respective
           obligations of the Issuer, Holdings and the Guarantor under Sections
           4.02 through 4.22 and 5.01 (other than the covenant to comply with
           TIA sec. 314(a)(4) to the extent the obligations thereunder cannot be
           terminated) and the related operation of Section 6.01(iii), (iv),
           (v), (vi) and (ix) (other than any remaining obligations under
<PAGE>   54

        TIA sec. 314(a)(4) and with respect to Section 6.01(iv) only with
        respect to the Issuer's and the Guarantor's obligations under Sections
        4.02 through 4.22) (other than the covenant to comply with TIA sec.
        314(a)(4) to the extent the obligations thereunder cannot be terminated)
        ("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
        defeased Notes may not be accelerated because of an Event of Default. If
        the Issuer exercises its covenant defeasance option, payment of the
        Notes may not be accelerated because of an Event of Default specified in
        Section 6.01(iii), (iv), (v), (vi) or (ix) (other than any Event of
        Default occurring because of any remaining obligations under TIA sec.
        314 (a)(4) or as a result of the violation of any covenant referred to
        in Section 6.01(iv) that is not subject to the covenant defeasance
        option).

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

     (c)   Notwithstanding clauses (a) and (b) above, the Issuers and the
           Guarantor's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07,
           7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes have
           been paid in full. Thereafter, the Guarantor's obligations in
           Sections 7.07, 8.04 and 8.05 shall survive.

     SECTION 8.02  CONDITIONS TO DEFEASANCE.  The Issuer may exercise its legal
defeasance option or its covenant defeasance option only if:

     (a)   the Issuer or the Guarantor irrevocably deposits in trust with the
           Trustee cash in United States dollars or U.S. Government Securities
           for the payment of principal of and interest on the Notes to maturity
           or redemption, as the case may be;

     (b)   the Issuer or the Guarantor delivers to the Trustee a certificate
           from a nationally recognized firm of independent certified public
           accountants expressing such firm's opinion that the payments of
           principal and interest when due and without reinvestment will provide
           cash at such times and in such amounts as will be sufficient to pay
           principal and interest when due on all the Notes to maturity or
           redemption, as the case may be;

     (c)   184 days pass after the deposit is made and during the 184-day period
           no Default specified in Section 6.01(vii) or (viii) with respect to
           the Guarantor occurs which is continuing at the end of the period;

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

     (e)   the Issuer or the Guarantor 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 U.S. Investment Company Act of 1940;

     (f)   in the case of the legal defeasance option, the Issuer or the
           Guarantor shall have delivered to the Trustee (i) an Opinion of
           Counsel stating that either (A) the Issuer or the Guarantor has
           received from the U.S. Internal Revenue Service a ruling, or (B)
           since the date of this Indenture there has been a change in the
           applicable U.S. 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 Notes will not recognize income, gain or loss for
           U.S. Federal income tax purposes as a result of such defeasance and
           will be subject to U.S. Federal income tax on the same amounts, in
           the same manner and at the same times as would have been the case if
           such defeasance had not occurred and (ii) an Opinion of Counsel in
           each of Luxembourg, The Netherlands, France, Germany and the United
           Kingdom to the effect that the Holders of the Notes will not
           recognize income, gain or loss for Luxembourg, Dutch, French, German
           or United Kingdom tax purposes as a result of such covenant
           defeasance and will be subject to Luxembourg, Dutch, French and
           German and United Kingdom tax on the same amounts, in the same
<PAGE>   55

        manner and at the same times as would have been the case if such
        covenant defeasance had not occurred;

     (g)   in the case of the covenant defeasance option, the Issuer or the
           Guarantor shall have delivered to the Trustee (i) an Opinion of
           Counsel to the effect that the Holders of the Notes will not
           recognize income, gain or loss for U.S. Federal income tax purposes
           as a result of such covenant defeasance and will be subject to U.S.
           Federal income tax on the same amounts, in the same manner and at the
           same times as would have been the case if such covenant defeasance
           had not occurred and (ii) an Opinion of Counsel in each of
           Luxembourg, The Netherlands, France, Germany and the United Kingdom
           to the effect that the Holders of the Notes will not recognize
           income, gain or loss for Luxembourg, French, Dutch, German or United
           Kingdom tax purposes as a result of such covenant defeasance and will
           be subject to Luxembourg, French, Dutch, German and United Kingdom
           tax on the same amounts, in the same manner and at the same times as
           would have been the case if such covenant defeasance had not
           occurred; and

     (h)   the Issuer or the Guarantor shall have delivered to the Trustee an
           Officer's Certificate and an Opinion of Counsel each stating that all
           conditions precedent to the defeasance and discharge of the Notes as
           contemplated by this Article 8 have been complied with.

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

     SECTION 8.03  APPLICATION OF TRUST MONEY.  The Trustee shall hold in trust
cash or U.S. Government Securities deposited with it pursuant to this Article 8.
It shall apply the deposited cash or U.S. Government Securities through the
Paying Agent and in accordance with this Indenture to the payment of principal
of and interest on the Notes.

     SECTION 8.04  REPAYMENT TO GUARANTOR.  Anything in this Article 8 to the
contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from
time to time upon Issuer Order any cash or U.S. Government Securities held by it
as provided in Section 8.02 which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are in excess of the amount thereof which
would then be required to be deposited to effect an equivalent defeasance or
covenant defeasance, as applicable, in accordance with this Article Eight.

     SECTION 8.05  INDEMNITY FOR GOVERNMENT OBLIGATIONS.  The Issuer or the
Guarantor shall pay and shall indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against deposited U.S. Government Securities
or the principal and interest received on such U.S. Government Securities.

     SECTION 8.06  REINSTATEMENT.  If the Trustee or Paying Agent is unable to
apply cash or U.S. Government Securities in accordance with this Article 8 by
reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Issuer's and the Guarantor's obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit had
occurred pursuant to this Article 8 until such time as the Trustee or any such
Paying Agent is permitted to apply all such cash or U.S. Government Securities
in accordance with this Article 8.

                                   ARTICLE 9

                                   AMENDMENTS

     SECTION 9.01  WITHOUT CONSENT OF HOLDERS.  The Issuer, Holdings, the
Guarantor and the Trustee may amend or supplement this Indenture or the Notes
without notice to or consent of any Holder:

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

     (2)   to comply with Article 5;
<PAGE>   56

     (3)   to provide for the assumption in compliance with this Indenture by a
           Successor Issuer of the obligations of the Issuer, or a Successor
           Guarantor of the obligations of the Guarantor, under this Indenture;

     (4)   to add Guarantees with respect to the Notes or to secure the Notes;

     (5)   to add to the covenants of the Issuer or the Guarantor for the
           benefit of the Holders or to surrender any right or power herein
           conferred upon the Issuer or the Guarantor;

     (6)   to comply with any requirement of the SEC in connection with
           qualifying this Indenture under the TIA;

     (7)   to make any change that does not adversely affect the rights of any
           Holder; or

     (8)   to make any change to the provisions described under Article 10 that
           would limit or terminate the benefits available to any holder of
           Senior Debt under such provisions.

     An amendment under this Section 9.01 may not make any change that adversely
affects the rights under Article 10 of any holder of Senior Debt then
outstanding unless the holders of such Senior Debt or any group or
representative thereof authorized to give a consent that would be binding on all
the holders of such Senior Debt consent to such change.

     After an amendment under this Section 9.01 becomes effective, the Guarantor
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 9.01.

     SECTION 9.02  WITH CONSENT OF HOLDERS.  The Issuer, the Guarantor and the
Trustee may amend or supplement this Indenture or the Notes without notice to
any Holder but with the written consent of the Holders of at least a majority in
aggregate principal amount of the Notes then outstanding and any existing
default or compliance with any provisions may be waived with the consent of the
Holders of at least a majority in aggregate principal amount of the Notes then
outstanding. However, without the consent of each Holder of an outstanding Note,
an amendment may not:

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

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

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

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

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

     (6)   impair the right of any Holder of Notes to institute suit for the
           enforcement of any payment on or with respect to any Notes;

     (7)   release any security that may have been granted in respect of the
           Notes;

     (8)   make any change to the provisions described under Article 10 that
           adversely affects the rights of any Holder of Notes under such
           provisions; or

     (9)   modify any provisions of the Dollar Escrow Agreement.

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

     An amendment under this Section 9.02 may not make any change that adversely
affects the rights under Article 10 of any holder of Senior Debt then
outstanding unless the holders of such Senior Debt (or any group or
representative thereof authorized to give a consent that would be binding on all
the holders of such Senior Debt) consent to such change.
<PAGE>   57

     After an amendment under this Section 9.02 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 9.02.

     SECTION 9.03  COMPLIANCE WITH TRUST INDENTURE ACT.  Every amendment to this
Indenture or the Notes shall be set forth in a supplemental indenture that,
following consummation of the Exchange Offer or the effectiveness of the Shelf
Registration Statement, complies 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 Note shall bind the Holder and every
subsequent Holder of that Note or portion of the Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent or waiver
is not made on the Note. However, any such Holder or subsequent Holder may
revoke the consent or waiver as to such Holder's Note or portion of the Note 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.

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

     SECTION 9.06  TRUSTEE PROTECTED.  The Trustee shall sign any amendment
authorized pursuant to this Article 9 if the amendment does not adversely affect
the rights, duties, liabilities or immunities of the Trustee. If it does, the
Trustee may but need not sign it. In signing any 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 Officer's
Certificate and an Opinion of Counsel stating that such (i) amendment is
authorized or permitted by this Indenture, including without limitation a
statement in such Officer's Certificate and Opinion of Counsel that such
amendment does not adversely affect the rights of any Holder of Notes, and that
all conditions precedent to the execution, delivery and performance of such
amendment have been satisfied; (ii) the Issuer and the Guarantor have all
necessary corporate power and authority to execute and deliver the amendment and
that the execution, delivery and performance of such amendment has been duly
authorized by all necessary corporate action; (iii) the execution, delivery and
performance of the amendment do not conflict with, or result in the breach of or
constitute a default under any of the terms, conditions or provisions of (a)
this Indenture, (b) the Memorandum or Articles of Incorporation or By-Laws of
the Issuer or the Guarantor, (c) any law or regulation applicable to the Issuer
or the Guarantor, (d) any material order, writ, injunction or decree of any
court or governmental instrumentality applicable to the Issuer or the Guarantor
or (e) any material agreement or instrument to which the Issuer or the Guarantor
is subject; (iv) such amendment has been duly and validly executed and delivered
by the Issuer and the Guarantor, and this Indenture together with such amendment
constitutes a valid and binding obligation of the Issuer and the Guarantor
enforceable against the Issuer and the Guarantor in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy,
insolvency or similar laws affecting the enforcement of creditors' rights
generally and general equitable principles; and (v) this Indenture together with
such amendment complies with the TIA.
<PAGE>   58

     SECTION 9.07  PAYMENT FOR CONSENT.  None of the Issuer, Holdings, the
Guarantor nor any Affiliate of the Issuer, Holdings or the Guarantor shall,
directly or indirectly, pay or cause to be paid any consideration, whether by
way of interest, fee or otherwise, to any Holder for or as an inducement to any
consent, waiver or amendment of any of the terms or provisions of this Indenture
or the Notes unless such consideration is offered to be paid to all Holders that
so consent, waive or agree to amend in the time frame set forth in solicitation
documents relating to such consent, waiver or agreement.

                                   ARTICLE 10

                                 SUBORDINATION

     SECTION 10.01  AGREEMENT TO SUBORDINATE.  Each of the Issuer, Holdings and
the Guarantor agrees, and each Holder by accepting a Note and the related Parent
Guarantee agrees, that (i) the Notes are subordinated in right of payment, to
the extent and in the manner provided in this Article 10, to the prior payment
in full of all Senior Debt, (ii) the Parent Guarantee is subordinated in right
of payment, to the extent and in the manner provided in this Article 10, to the
prior payment in full of the Bank Debt and other Senior Debt of the Guarantor
and (iii) the subordination is for the benefit of and enforceable by the
holders, with respect to (i) above, of the Senior Debt and with respect to (ii)
above, of the Bank Debt and other Senior Debt of the Guarantor. For all purposes
of this Indenture, Senior Debt shall not be considered to have been paid in full
until the termination or expiration of all commitments to lend or otherwise
provide financing with respect to Senior Debt and the payment in full in cash of
all Senior Debt in accordance with its terms. References in this Article 10 to
payment of interest on the Notes shall include payment of Special Interest, and
references to payment of other amounts on the Notes shall include Additional
Amounts. All provisions of this Article 10 shall be subject to Section 10.12.

     SECTION 10.02  LIQUIDATION, DISSOLUTION, BANKRUPTCY.  Upon any payment or
distribution to creditors of the Issuer or the Guarantor upon a total or partial
liquidation, dissolution or winding up of the Issuer (other than a voluntary
dissolution of the Issuer or merger of the Issuer into Holdings or the Guarantor
solely for the purpose of permitting Holdings or the Guarantor to assume all
obligations in respect of the Notes as if it were the direct obligor with
respect thereto and in which all the assets of the Issuer are transferred to
Holdings or the Guarantor and no material payment or distribution is made to
creditors) or the Guarantor or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Issuer or the Guarantor or
their respective Property, or in an assignment for the benefit of creditors or
any marshaling of the Issuer's or the Guarantor's assets and liabilities, the
holders of Senior Debt will be entitled to receive payment in full of the Senior
Debt before the Holders of the Notes are entitled to receive any payment or
distribution of any kind or character, whether in cash, Property or securities
(including any payment or distribution that may be payable or deliverable by
reason of the payment of any other Debt of the Issuer or the Guarantor that is
subordinated to the payment of the Notes), of principal of, or premium, if any,
or interest on, or other amounts payable under or in respect of the Notes or the
Parent Guarantee, including on account of any purchase or other acquisition of
Notes by the Issuer or the Guarantor. In addition, until the Senior Debt is paid
in full, any payment or distribution pursuant to this Section 10.02 to which
Holders of the Notes would be entitled either directly or pursuant to the Parent
Guarantee but for the subordination provisions of this Indenture will be made
directly to holders of the Senior Debt or their Representatives. In the event
that, notwithstanding the foregoing, the Trustee or the Holder of any Note
receives any payment or distribution before all the Senior Debt is paid in full,
then such payment or distribution will be required to be held in trust by the
Trustee (to the extent a Trust Officer of the Trustee has actual knowledge that
such payment or distribution is prohibited) or such Holder for the benefit of,
and paid over or delivered forthwith to, the holders of the Senior Debt or their
Representatives for application to (in the case of cash), or as collateral for
(in the case of non-cash property or securities), the payment or prepayment of
all Senior Debt until all Senior Debt shall have been paid in full.

     SECTION 10.03  DEFAULT ON DESIGNATED SENIOR DEBT.  Neither the Issuer nor
the Guarantor may make any payment or distribution in respect of principal of,
or premium, if any, or interest on, or other amounts payable under or in respect
of the Notes or the Parent Guarantee or make any deposit with respect to legal
or covenant defeasance, and neither may repurchase, redeem or otherwise retire
the Notes pursuant to a Change of Control or
<PAGE>   59

otherwise (collectively, pay the Notes), if (a) any principal, interest, premium
or other amounts payable in respect of any Designated Senior Debt is not paid
when due or (b) any other default under any Designated Senior Debt occurs and
the maturity of such Designated Senior Debt is accelerated in accordance with
its terms, unless, in either case, (i) the default has been cured or waived and
any such acceleration has been rescinded or (ii) such Designated Senior Debt has
been paid in full; provided, however, that the Issuer or the Guarantor may pay
the Notes without regard to the foregoing if the Issuer or the Guarantor and the
Trustee receive written notice approving such payment from the Representative of
such Designated Senior Debt. During the continuance of any default (other than a
default described in clause (a) or (b) of the preceding sentence) with respect
to any Designated Senior Debt, including any event that, with notice or lapse of
time, or both, would become an event of default, neither the Issuer nor the
Guarantor may pay the Notes for a period (a "Payment Blockage Period")
commencing upon the receipt by the Issuer or the Guarantor of written notice of
such default from the Representative of the Bank Debt specifying an election to
effect a Payment Blockage Period (a "Payment Blockage Notice") and ending 179
days thereafter (unless earlier terminated (i) by written notice to the Trustee
and the Issuer or the Guarantor from the Representative of the Bank Debt, (ii)
because no defaults under any Designated Senior Debt are continuing or (iii)
because all Designated Senior Debt has been repaid in full) and at which time
such Payment Blockage Notice shall no longer be deemed to exist. Notwithstanding
the provisions described in the immediately preceding sentence, unless the
holders of any Designated Senior Debt or the Representative of such holders have
accelerated the maturity of such Designated Senior Debt and not rescinded such
acceleration, the Issuer or the Guarantor may (unless otherwise prohibited as
described in the first sentence of this Section 10.03 or in Section 10.02)
resume payments on the Notes after the end of such Payment Blockage Period. Not
more than one Payment Blockage Notice with respect to all issues of Designated
Senior Debt may be given in any consecutive 360-day period, irrespective of the
number of defaults with respect to one or more issues of Designated Senior Debt
during such period.

     If notwithstanding the provisions of the preceding paragraph, any direct or
indirect payment or distribution on account of principal of, or premium, if any,
or interest on or other amounts payable under or in respect of the Notes or the
Parent Guarantee or any acquisition, repurchase, redemption, retirement or
defeasance of any of the Notes shall be made at a time when such payment or
distribution is prohibited by such provisions, such payment or distribution
shall be held in trust by the Trustee and each Holder of a Note, as the case may
be, for the benefit of, and paid over or delivered forthwith to, the holders of
Senior Debt or their Representatives for application to (in the case of cash),
or as collateral for (in the case of non-cash property or securities), the
payment or prepayment of all Senior Debt until all Senior Debt shall have been
paid in full.

     SECTION 10.04  ACCELERATION OF PAYMENT OF NOTES.  If payment of the Notes
is declared to be accelerated because of an Event of Default, the Issuer, the
Guarantor or the Trustee shall promptly notify the holders of the Senior Debt
(or their Representatives) of the declaration. If any Bank Debt is outstanding,
neither the Issuer nor the Guarantor may pay the Notes until ten Business days
after the Representative of the Bank Debt receives notice of such acceleration
and, thereafter, may pay the Notes only if such declaration remains effective
under Section 6.02 and this Article 10 otherwise permits payments at that time.

     SECTION 10.05  SUBROGATION.  After all Senior Debt is paid in full and
until the Notes are paid in full, Holders shall be subrogated to the rights of
the holders of Senior Debt to receive distributions applicable to Senior Debt. A
distribution made under Article 10 to holders of Senior Debt which otherwise
would have been made to Holders is not, as between the Issuer and Holders, a
payment by the Issuer on Senior Debt or, as between the Guarantor and Holders, a
payment by the Guarantor on Senior Debt.

     SECTION 10.06  RELATIVE RIGHTS.  This Article 10 defines the relative
rights of Holders and holders of Senior Debt. Nothing in this Indenture shall:

     (1)   impair, as between the Issuer or the Guarantor, as the case may be,
           and the Holders, the obligation of the Issuer or the Guarantor, as
           the case may be, which is absolute and unconditional, to pay
           principal of and interest on the Notes in accordance with their
           terms; or
<PAGE>   60

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

     SECTION 10.07  SUBORDINATION MAY NOT BE IMPAIRED BY ISSUER OR
GUARANTOR.  No right of any holder of Senior Debt to enforce the subordination
of the Notes or the Parent Guarantee shall be impaired by any act or failure to
act by the Issuer or the Guarantor or by the failure by either of them to comply
with this Indenture.

     Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Debt may, at any time and from time to time, without the
consent of or notice to the Trustee or the Holders of the Notes, without
incurring responsibility to the Holders of the Notes and without impairing or
releasing the subordination provided in this Article 10 or the obligations
hereunder of the Holders of the Notes to the holders of Senior Debt, do any one
or more of the following: (i) change the manner, place or terms of payment or
extend the time of payment of, or renew or alter, Senior Debt, or otherwise
amend or supplement in any manner Senior Debt or any instrument, evidencing the
same or any agreement under which Senior Debt is outstanding; (ii) exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing Senior Debt; (iii) release any Person liable in any manner for the
payment of Senior Debt; and (iv) exercise or refrain from exercising any rights
against the Issuer, the Guarantor and any other Person.

     The provisions of this Article 10 shall continue to be effective, or be
reinstated, if at any time any payment in respect of any Senior Debt is
rescinded or must otherwise be restored or returned by the holders of such
Senior Debt in any bankruptcy proceeding or otherwise, all as though such
payment had not been made.

     SECTION 10.08  RIGHTS OF TRUSTEE AND PAYING AGENT.  Notwithstanding Section
10.03, the Trustee or Paying Agent may continue to make payments on the Notes
and shall not be charged with knowledge of the existence of facts that would
prohibit the making of any such payments unless, not less than two Business Days
prior to the date of such payment, a Trust Officer of the Trustee receives
notice satisfactory to it that payments may not be made under this Article 10.
The Issuer, the Guarantor, the Registrar or co-registrar, the Paying Agent, a
Representative or a holder of Senior Debt may give the notice. Notwithstanding
the foregoing, nothing in this Section 10.08 shall relieve the Holders of the
Notes from their obligations under this Article 10.

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

     SECTION 10.09  DISTRIBUTION OR NOTICE TO REPRESENTATIVE.  Whenever a
distribution is to be made or a notice given to holders of Senior Debt, the
distribution may be made and the notice given to their Representatives (if any).

     SECTION 10.10  SUBORDINATION NOT TO PREVENT EVENTS OF DEFAULT OR LIMIT
RIGHT TO ACCELERATE.  The failure to make a payment pursuant to the Notes by
reason of any provision in this Article 10 shall not be construed as preventing
the occurrence of a Default. Nothing in this Article 10 shall have any effect on
the right of the Holders or the Trustee to accelerate the maturity of the Notes
in accordance with the terms of Section 6.02; provided that, upon such
acceleration, the payment of principal of, or premium, if any, or interest on or
other amounts payable under or in respect of the Notes or the Parent Guarantee
or any acquisition, repurchase, redemption, retirement, defeasance of any of the
Notes shall be subordinated to the payment in full of Senior Debt in accordance
with the terms of this Article 10.

     SECTION 10.11  TRUST MONEYS NOT SUBORDINATED.  Notwithstanding anything
contained in this Article 10 to the contrary, so long as at the time of any
deposit pursuant to Article 8, no default with respect to any Senior Debt,
including any event that, with notice or lapse of time, or both, would become an
event of
<PAGE>   61

default, shall have occurred and be continuing or shall be caused by such
deposit, payments from cash or the proceeds of U.S. Government Securities held
in trust under Article 8 by the Trustee for the payment of principal of and
interest on the Notes shall not be subordinated to the prior payment of any
Senior Debt or subject to the restrictions set forth in this Article 10, and
none of the Holders shall be obligated to pay over any such amount to the Issuer
or the Guarantor or any holder of Senior Debt or any other creditor of the
Issuer or the Guarantor unless and until the Issuer's and the Guarantor's
obligations under this Indenture and the Notes are reinstated pursuant to
Section 8.06.

     SECTION 10.12  TRUSTEE ENTITLED TO RELY.  Upon any payment or distribution
pursuant to this Article 10, the Trustee and the Holders shall be entitled to
rely (i) upon any order or decree of a court of competent jurisdiction in which
any proceedings of the nature referred to in Section 10.02 are pending or (ii)
upon the Representatives for the holders of Senior Debt for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior Debt and other Debt of the Issuer or the
Guarantor, as the case may be, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article 10. Without limiting the generality of the foregoing, the
Trustee and the Holders shall, unless otherwise ordered by a court of competent
jurisdiction, allocate such payments or distributions ratably to the holders of
Senior Debt in accordance with the U.S. Dollar Equivalent amount of their
claims, determined as of the date on which the Trustee or the Holders received
the amount being paid or distributed. In the event that the Trustee determines,
in good faith, that evidence is required with respect to the right of any Person
as a holder of Senior Debt to participate in any payment or distribution
pursuant to this Article 10, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Debt held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and other facts pertinent to the
rights of such Person under this Article 10, and, if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment. The
provisions of Sections 7.01 and 7.02 shall be applicable to all actions or
omissions of actions by the Trustee pursuant to this Article 10.

     SECTION 10.13  TRUSTEE TO EFFECTUATE SUBORDINATION.  Each Holder by
accepting a Note authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to acknowledge or effectuate the
subordination between the Holders and the holders of Senior Debt as provided in
this Article 10 and appoints the Trustee as attorney-in-fact for any and all
such purposes. In the event that the Trustee or the Holders of any Notes fail to
present a claim in respect of the Notes in any proceeding referred to in Section
6.09 on or before the 30th day prior to the expiration of any period for doing
so, the Representative of the Bank Debt may present such claim in the name of
and on behalf of the Trustee and such Holders, as the case may be, and the
Trustee agrees to cooperate in all respects with such action.

     SECTION 10.14  TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR DEBT.  The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Debt and shall not be liable to any such holders if it shall in good faith
mistakenly pay over or distribute to Holders, the Issuer or the Guarantor or any
other Person, money or assets to which any holders of Senior Debt shall be
entitled by virtue of this Article 10 or otherwise, except if such payment or
distribution is made as a result of the gross negligence or willful misconduct
of the Trustee.

     SECTION 10.15  RELIANCE BY HOLDERS OF SENIOR DEBT ON SUBORDINATION
PROVISIONS.  Each Holder by accepting a Note acknowledges and agrees that the
foregoing subordination provisions are, and are intended to be, an inducement
and a consideration to each holder of any Senior Debt, whether such Senior Debt
was created or acquired before or after the issuance of the Notes, to acquire
and continue to hold, or to continue to hold, such Senior Debt and such holder
of Senior Debt shall be deemed conclusively to have relied on such subordination
provisions in acquiring and continuing to hold, or in continuing to hold, such
Senior Debt.

     SECTION 10.16  PAYMENT PERMITTED IF NO DEFAULT.  Nothing contained in this
Article 10 or elsewhere in this Indenture or in any of the Notes shall prevent
the Guarantor, at any time except during the pendency of any proceeding
specified in Section 10.02 or under the circumstances described in Section
10.03, from making payments on the Notes.
<PAGE>   62

                                   ARTICLE 11

                                   GUARANTEES

     SECTION 11.01  GUARANTEES.  The Guarantor and Holdings each hereby
unconditionally and irrevocably guarantee (the Parent Guarantee made by the
Guarantor being on an unsecured senior subordinated basis) to each Holder and to
the Trustee and its successors and assigns (a) the full and punctual payment of
principal of, premium, if any, and interest on the Notes when due, whether at
maturity, by acceleration, by redemption or otherwise, and all other monetary
obligations of the Issuer under this Indenture and the Notes (including
obligations to the Trustee and the obligations to pay Special Interest, if any,
and Additional Amounts, if any) and (b) the full and punctual performance within
applicable grace periods of all other obligations of the Issuer under this
Indenture and the Notes (all the foregoing being hereinafter collectively called
the "Obligations"). The Guarantor and Holdings each further agrees that the
Obligations may be extended or renewed, in whole or in part, without notice or
further assent from the Guarantor or Holdings and that the Guarantor and
Holdings will remain bound under this Article 11 notwithstanding any extension
or renewal of any Obligation. Notwithstanding the foregoing, Holdings' liability
under the Holdings Guarantee and any rights and remedies of the Trustee or any
Holder against Holdings in respect of the Obligations shall be limited to any
rights such parties have to proceed against the Collateral.

     The Guarantor and Holdings each waives presentation to, demand of, payment
from and protest to the Issuer, the Guarantor or Holdings of any of the
Obligations and also waives notice of protest for nonpayment. The Guarantor and
Holdings each waives notice of any default under the Notes or the Obligations.
The obligations of the Guarantor and Holdings hereunder shall not be affected by
(a) the failure of any Holder or the Trustee to assert any claim or demand or to
enforce any right or remedy against the Issuer, the Guarantor or Holdings or any
other Person under this Indenture, the Notes or any other agreement or
otherwise; (b) any extension or renewal of any thereof; (c) any rescission,
waiver, amendment or modification of any of the terms or provisions of this
Indenture, the Notes or any other agreement; (d) the release of any note held by
any Holder or the Trustee for the Obligations or any of them; (e) the failure of
any Holder or Trustee to exercise any right or remedy against any other
guarantor of the Obligations; or (f) any change in the ownership of the
Guarantor, Holdings or the Issuer.

     The Guarantor agrees that the Parent Guarantee and Holdings agrees that the
Holdings Guarantee each constitutes a guarantee of payment, performance and
compliance when due (and not a guarantee of collection) and waives any right to
require that any resort be had by any Holder or the Trustee to any note held for
payment of the Obligations.

     The Parent Guarantee is, to the extent and in the manner set forth in
Article 10, subordinated and subject in right of payment to the prior payment in
full of the principal of, premium, if any, and interest on and other amounts
payable under or in respect of all Senior Debt of the Guarantor and the Parent
Guarantee is made subject to such provisions of this Indenture.

     The obligations of the Guarantor and Holdings hereunder shall not be
subject to any reduction, limitation, impairment or termination for any reason,
including any claim of waiver, release, surrender, alteration or compromise, and
shall not be subject to any defense of setoff, counterclaim, recoupment or
termination whatsoever or by reason of the invalidity, illegality or
unenforceability for the Obligations or otherwise. Without limiting the
generality of the foregoing, the obligations of the Guarantor or Holdings herein
shall not be discharged or impaired or otherwise affected by the failure of any
Holder or the Trustee to assert any claim or demand or to enforce any remedy
under this Indenture, the Notes or any other agreement, by any waiver or
modification of any thereof, by any default, failure or delay, willful or
otherwise, in the performance of the Obligations, or by any other act or thing
which may or might in any manner or to any extent vary the risk of the Guarantor
or Holdings or would otherwise operate as a discharge of the Guarantor or
Holdings as a matter of law or equity.

     The Guarantor agrees that the Parent Guarantee and Holdings agrees that the
Holdings Guarantee shall each continue to be effective or be reinstated, as the
case may be, if at any time payment, or any part thereof, of principal of or
interest on any Obligation is rescinded or must otherwise be restored by any
Holder or the Trustee upon the bankruptcy or reorganization of the Issuer,
Holdings or the Guarantor or otherwise.
<PAGE>   63

     In furtherance of the foregoing and not in limitation of any other right
which any Holder or the Trustee has at law or in equity against the Guarantor or
Holdings by virtue hereof, upon the failure of the Issuer to pay the principal
of or interest on any Obligation when and as the same shall become due, whether
at maturity, by acceleration, by redemption or otherwise, or to perform or
comply with any other Obligation, each of the Guarantor and Holdings hereby
promises to and will, upon receipt of written demand by the Trustee, forthwith
pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal
to the sum of (i) the unpaid principal amount of such Obligations, (ii) accrued
and unpaid interest on such obligations (but only to the extent not prohibited
by law) and (iii) all other monetary Obligations of the Issuer to the Holders
and the Trustee.

     Each of the Guarantor and Holdings agrees that it shall not be entitled to
any right of subrogation in relation to the Holders in respect of any
Obligations guaranteed hereby until payment in full of all Obligations. Each of
the Guarantor and Holdings further agrees that, as between it, on the one hand,
and the Holders and the Trustee, on the other hand, (x) the maturity of the
Obligations guaranteed hereby may be accelerated as provided in Section 6.02 for
the purposes of the Notes Guarantees herein, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
Obligations guaranteed hereby, and (y) in the event of any declaration of
acceleration of such obligations as provided in Section 6.02, such Obligations
(whether or not due and payable) shall forthwith become due and payable by the
Guarantor and Holdings for the purposes of and subject to this Section.

     Each of the Guarantor and Holdings also agrees to pay any and all costs and
expenses (including reasonable attorneys' fees) incurred by the Trustee or any
Holder in enforcing any rights under this Section.

     SECTION 11.02  LIMITATION ON LIABILITY.  Any term or provision of this
Indenture to the contrary notwithstanding (i) the maximum, aggregate amount of
the Obligations guaranteed hereunder by the Guarantor and Holdings shall not
exceed the maximum amount that can be hereby guaranteed without rendering this
Indenture, as it relates to the Guarantor or Holdings, as the case may be,
voidable under applicable law relating to fraudulent conveyance or fraudulent
transfer and (ii) Holdings' liability in respect of its guarantee made hereunder
and any rights and remedies of the Trustee or any Holder against Holdings in
respect of the Obligations shall be limited to any rights such parties have to
proceed against the Collateral.

     SECTION 11.03  SUCCESSORS AND ASSIGNS.  This Article 11 shall be binding
upon the Guarantor and Holdings and each of their successors and assigns and
shall enure to the benefit of the successors and assigns of the Trustee and the
Holders and, in the event of any transfer or assignment of rights by any Holder
or the Trustee, the rights and privileges conferred upon that party in this
Indenture and in the Notes shall automatically extend to and be vested in such
transferee or assigns, all subject to the terms and conditions of this
Indenture.

     SECTION 11.04  NO WAIVER.  Neither a failure nor a delay on the part of
either the Trustee or the Holders in exercising any right, power or privilege
under this Article 11 shall operate as a waiver thereof, nor shall a single or
partial exercise thereof preclude any other or further exercise of any right,
power or privilege. The rights, remedies and benefits of the Trustee and the
Holders herein expressly specified are cumulative and are not exclusive of any
other rights, remedies or benefits which either may have under this Article 11
at law, in equity, by statute or otherwise.

     SECTION 11.05  MODIFICATION.  No modification, amendment or waiver of any
provision of this Article 11, nor the consent to any departure by the Guarantor
or Holdings therefrom, shall in any event be effective unless the same shall be
in writing and signed by the Trustee, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given;
provided, however, that no such modification, amendment or waiver shall
adversely affect the rights or interests under this Indenture of the holders of
Senior Debt without their prior written consent. No notice to or demand on the
Guarantor or Holdings in any case shall entitle the Guarantor or Holdings to any
other or further notice or demand in the same, similar or other circumstance.
<PAGE>   64

                                   ARTICLE 12

                                    SECURITY

     SECTION 12.01.  SECURITY.

     (a)   On the Closing Date, Holdings shall (i) enter into the Dollar Escrow
           Agreement and comply with the terms and provisions thereof and (ii)
           purchase or cause to be purchased the Pledged Securities to be
           pledged to the Trustee for the benefit of the Holders in such amount
           with such maturity as will be sufficient upon receipt of scheduled
           interest and/or principal payments on such Pledged Securities, in the
           opinion of a nationally recognized firm of independent public
           accountants selected by the Guarantor, to provide for payment in full
           of the first five scheduled interest payments (excluding Additional
           Amounts) due on the Notes. The Pledged Securities shall be pledged by
           Holdings to the Trustee for the benefit of the Holders, deposited in
           the Escrow Account on the Issue Date and shall be held by the Trustee
           in the Escrow Account pending disposition pursuant to the Dollar
           Escrow Agreement.

     (b)   Each Holder, by its acceptance of a Note, consents and agrees to the
           terms of the Dollar Escrow Agreement (including, without limitation,
           the provisions providing for foreclosure and release of the Pledged
           Securities and the Collateral) as the same may be in effect or may be
           amended from time to time in accordance with its terms, and
           authorizes and directs the Trustee to enter into the Dollar Escrow
           Agreement and to perform its respective obligations and exercise its
           respective rights thereunder in accordance therewith. Holdings will
           do or cause to be done all such acts and things as may be necessary,
           or as may be required by the provisions of the Dollar Escrow
           Agreement, to assure and confirm to the Trustee the security interest
           in the Pledged Securities and the other Collateral contemplated
           hereby, by the Dollar Escrow Agreement or any part thereof, as from
           time to time constituted, so as to render the same available for the
           security and benefit of this Indenture and of the Notes secured
           hereby, according to the intent and purposes herein and therein
           expressed. Holdings shall take, or cause to be taken, any and all
           actions reasonably required to cause the Dollar Escrow Agreement to
           create and maintain, as security for the obligations of Holdings
           under its Guarantee provided for in Article 11, valid and enforceable
           first priority liens in and on all the Pledged Securities and the
           other Collateral, in favor of the Trustee, superior to and prior to
           the rights of third Persons and subject to no other Liens.

     (c)   The release of any Pledged Securities or other Collateral pursuant to
           the Dollar Escrow Agreement will not be deemed to impair the security
           under this Indenture in contravention of the provisions hereof if and
           to the extent the Pledged Securities or other Collateral are released
           pursuant to this Indenture and the Dollar Escrow Agreement. To the
           extent applicable, Holdings shall cause TIA Section 314(d) relating
           to the release of property or securities from the Lien and security
           interest of the Dollar Escrow Agreement and relating to the
           substitution therefor of any property or securities to be subjected
           to the Lien and security interest of the Dollar Escrow Agreement to
           be complied with. Any certificate or opinion required by TIA Section
           314(d) may be made by an officer of Holdings, except in cases where
           TIA Section 314(d) requires that such certificate or opinion be made
           by an independent Person, which Person shall be an independent
           engineer, appraiser or other expert selected by Holdings.

     (d)   Holdings shall cause TIA Section 314(b), relating to opinions of
           counsel regarding the Lien under the Dollar Escrow Agreement, to be
           complied with. The Trustee may, to the extent permitted by Section
           7.02, accept as conclusive evidence of compliance with the foregoing
           provisions the appropriate statements contained in such instruments.

     (e)   The Trustee may, in its sole discretion and without the consent of
           the Holders, on behalf of the Holders, take all reasonable actions in
           accordance with the Dollar Escrow Agreement necessary or appropriate
           in order to (i) enforce any of the terms of the Dollar Escrow
           Agreement and (ii) collect and receive any and all amounts payable in
           respect of the obligations of Holdings thereunder. The Trustee shall
           have power to institute and to maintain such suits and proceedings as
           the Trustee may
<PAGE>   65

        reasonably deem expedient to preserve or protect its interests and the
        interests of the Holders in the Pledged Securities and the Collateral
        (including power to institute and maintain suits or proceedings to
        restrain the enforcement of or compliance with any legislative or other
        governmental enactment, rule or order that may be unconstitutional or
        otherwise invalid if the enforcement of, or compliance with, such
        enactment, rule or order would impair the security interest hereunder or
        be prejudicial to the interests of the Holders or of the Trustee).

                                   ARTICLE 13

                               HOLDERS' MEETINGS

     SECTION 13.01  PURPOSES OF MEETINGS.  A meeting of the Holders may be
called at any time from time to time pursuant to this Article 13 for any of the
following purposes:

     (1)   to give any notice to the Issuer, Holding or the Guarantor or to the
           Trustee, or to give any directions to the Trustee, or to consent to
           the waiving of any Default hereunder and its consequences, or to take
           any other action authorized to be taken by Holders pursuant to
           Article 9;

     (2)   to remove the Trustee and appoint a successor trustee pursuant to
           Article 7; or

     (3)   to consent to the execution of an indenture supplemental hereto
           pursuant to Section 9.02.

     SECTION 13.02  PLACE OF MEETINGS.  Meetings of Holders may be held at such
place or places as the Trustee or, in case of its failure to act, the Issuer,
the Guarantor or the Holders calling the meeting, shall from time to time
determine.

     SECTION 13.03  CALL AND NOTICE OF MEETINGS.

     (a)   The Trustee may at any time (upon not less than 21 days' notice) call
           a meeting of Holders to be held at such time and at such place in The
           City of New York, New York or in such other city as determined by the
           Trustee pursuant to Section 13.02. Notice of every meeting of
           Holders, setting forth the time and the place of such meeting and in
           general terms the action proposed to be taken at such meeting, shall
           be mailed to each Holder and published in the manner contemplated by
           Section 14.02.

     (b)   In case at any time the Guarantor, pursuant to a Board Resolution of
           the Management Board, or the Holders of at least 10% in aggregate
           principal amount at maturity of the Notes then outstanding, shall
           have requested the Trustee to call a meeting of the Holders, by
           written request setting forth in reasonable detail the action
           proposed to be taken at the meeting, and the Trustee shall not have
           made the first giving of the notice of such meeting within 20 days
           after receipt of such request, then the Guarantor or the Holders of
           Notes in the amount above specified may determine the time (not less
           than 21 days after notice is given) and the place in The City of New
           York, New York or in such other city as determined by the Guarantor
           or the Holders pursuant to Section 13.02 for such meeting and may
           call such meeting to take any action authorized in Section 13.01 by
           giving notice thereof as provided in Section 13.03(a).

     SECTION 13.04  VOTING AT MEETINGS.  To be entitled to vote at any meeting
of Holders, a Person shall be (i) a Holder or (ii) a Person appointed by an
instrument in writing as proxy for a Holder or Holders by such Holder or
Holders. The only Persons who shall be entitled to be present or to speak at any
meeting of Holders shall be the Person so entitled to vote at such meeting and
their counsel and any representatives of the Trustee and its counsel and any
representatives of the Guarantor and its counsel.

     SECTION 13.05  VOTING RIGHTS, CONDUCT AND ADJOURNMENT.

     (a)   Notwithstanding any other provisions of this Indenture, the Trustee
           may make such reasonable regulations as it may deem advisable for any
           meeting of Holders in regard to proof of the holding of Notes and of
           the appointment of proxies and in regard to the appointment and
           duties of inspectors of
<PAGE>   66

        votes, the submission and examination of proxies, certificates and other
        evidence of the right to vote, and such other matters concerning the
        conduct of the meeting as it shall deem appropriate. Except as otherwise
        permitted or required by any such regulations, the holding of Notes
        shall be proved in the manner specified in Section 2.03 and the
        appointment of any proxy shall be proved in such manner as is deemed
        appropriate by the Trustee or by having the signature of the Person
        executing the proxy witnessed or guaranteed by any bank, banker or trust
        company customarily authorized to certify to the holding of a note such
        as a Global Note.

     (b)   At any meeting of Holders, the presence of Persons holding or
           representing Notes in an aggregate principal amount at maturity
           sufficient under the appropriate provision of this Indenture to take
           action upon the business for the transaction of which such meeting
           was called shall constitute a quorum. Subject to any required
           aggregate principal amount at maturity of Notes required for the
           taking of any action pursuant to Article 9, in no event shall less
           than a majority of the votes given by Persons holding or representing
           Notes at any meeting of Holders be sufficient to approve an action.
           Any meeting of Holders duly called pursuant to Section 13.03 may be
           adjourned from time to time by vote of the Holders (or proxies for
           the Holders) of a majority of the Notes represented at the meeting
           and entitled to vote, whether or not a quorum shall be present; and
           the meeting may be held as so adjourned without further notice. No
           action at a meeting of Holders shall be effective unless approved by
           Persons holding or representing Notes in the aggregate principal
           amount at maturity required by the provision of this Indenture
           pursuant to which such action is being taken.

     (c)   At any meeting of Holders, each Holder or proxy shall be entitled to
           one vote for each $1,000 aggregate principal amount at maturity of
           outstanding Notes held or represented.

     SECTION 13.06  REVOCATION OF CONSENT BY HOLDERS.  At any time prior to (but
not after) the evidencing to the Trustee of the taking of any action at a
meeting of Holders by the Holders of the percentage in aggregate principal
amount at maturity of the Notes specified in this Indenture in connection with
such action, any Holder of a Note the serial number of which is included in the
Notes the Holders of which have consented to such action may, by filing written
notice with the Trustee at its principal corporate trust office and upon proof
of holding as provided herein, revoke such consent so far as concerns such Note.
Except as aforesaid, any such consent given by the Holder of any Note shall be
conclusive and binding upon such Holder and upon all future Holders and owners
of such Note and of any Note issued in exchange therefor, in lieu thereof or
upon transfer thereof, irrespective of whether or not any notation in regard
thereto is made upon such Note. Any action taken by the Holders of the
percentage in aggregate principal amount at maturity of the Notes specified in
this Indenture in connection with such action shall be conclusively binding upon
the Issuer, the Guarantor, the Trustee and the Holders of all the Notes.

                                   ARTICLE 14

                                 MISCELLANEOUS

     SECTION 14.01  TRUST INDENTURE ACT CONTROLS.  If and to the extent that any
provision of this Indenture limits, qualifies or conflicts with the duties
imposed by, or with another provision (an incorporated provision") included in
this Indenture by operation of, sec.sec. 310 to 318, inclusive, of the TIA, such
imposed duties or incorporated provision shall control.
<PAGE>   67

     SECTION 14.02  NOTICES.  Any notice or communication shall be in writing
and delivered in person or mailed by first class mail addressed as follows:

                       if to the Issuer or the Guarantor:

                                   in care of

                      Polska Telefonia Cyfrowa Sp. z o.o.
                             Al. Jerozolimskie 181
                             02-222 Warsaw, Poland
                           Telephone: 48-22-699-6250
                           Facsimile: 48-22-699-6239
                          Attention: Treasury Manager

                               if to the Trustee:

                      State Street Bank and Trust Company
                               225 Asylum Street
                                    Hartford
                               Connecticut 06103
                           Telephone: (860) 244-1808
                           Facsimile: (860) 244-1889
                   Attention: Corporate Trust Administration

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

     Any notice or communication mailed to a 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.

     All communications delivered to the Trustee shall be deemed effective when
received.

     SECTION 14.03  COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.  Holders may
communicate pursuant to TIA sec. 312(b) with other Holders with respect to their
rights under this Indenture or the Notes. The Issuer, Holdings, the Guarantor,
the Trustee, the Registrar and anyone else shall have the protection of TIA
312(c).

     SECTION 14.04  CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.  Upon
any request or application by the Issuer or the Guarantor to the Trustee to take
or refrain from taking any action under this Indenture, the Issuer or the
Guarantor, as the case may be, shall furnish to the Trustee:

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

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

     SECTION 14.05  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:
<PAGE>   68

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

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

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

     (4)   a statement as to whether or not, in the opinion of such individual,
           such covenant or condition has been complied with.

     SECTION 14.06  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.

     SECTION 14.07  LEGAL HOLIDAYS.  A "Legal Holiday" is a Saturday, a Sunday
or a day on which banking institutions are not required to be open in Boston,
Massachusetts, Hartford, Connecticut, Amsterdam, the Netherlands, Warsaw,
Poland, Luxembourg or The City of New York, New York. If an Interest Payment
Date or other payment date is a Legal Holiday, payment shall be made on the next
succeeding day that is not a Legal Holiday, and no interest shall accrue for the
intervening period. If a Record Date is a Legal Holiday, the Record Date shall
not be affected.

     SECTION 14.08  GOVERNING LAW.  THIS INDENTURE AND THE NOTES SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

     SECTION 14.09  JURISDICTION.  The Issuer, Holdings and the Guarantor agree
that any suit, action or proceeding against the Issuer, Holdings or the
Guarantor brought by any Holder or the Trustee arising out of or based upon this
Indenture, the Notes or the Notes Guarantees may be instituted in any state or
Federal court in the Borough of Manhattan, The City of New York, New York, and
any appellate court from any thereof, and each of them irrevocably submits to
the non-exclusive jurisdiction of such courts in any suit, action or proceeding.
The Issuer, Holdings and the Guarantor irrevocably waive, to the fullest extent
permitted by law, any objection to any suit, action, or proceeding that may be
brought in connection with this Indenture, the Notes or the Notes Guarantees,
including such actions, suits or proceedings relating to securities laws of the
United States of America or any state thereof, in such courts whether on the
grounds of venue, residence or domicile or on the ground that any such suit,
action or proceeding has been brought in an inconvenient forum. The Issuer,
Holdings and the Guarantor agree that final judgment in any such suit, action or
proceeding brought in such court shall be conclusive and binding upon the
Issuer, Holdings or the Guarantor, as the case may be, and may be enforced in
any court to the jurisdiction of which the Issuer, Holdings or the Guarantor, as
the case may be, is subject by a suit upon such judgment; provided that service
of process is effected upon the Issuer, Holdings or the Guarantor, as the case
may be, in the manner provided by this Indenture. Each of the Issuer, Holdings
and the Guarantor has appointed CT Corporation System, with offices on the date
hereof at 111 Eighth Avenue, New York, New York, 10011, as its authorized agent
(the "Authorized Agent"), upon whom process may be served in any suit, action or
proceeding arising out of or based upon this Indenture, the Notes or the Notes
Guarantees or the transactions contemplated herein which may be instituted in
any state or Federal court in the Borough of Manhattan, The City of New York,
New York, by any Holder or the Trustee, and expressly accepts the non-exclusive
jurisdiction of any such court in respect of any such suit, action or
proceeding. Each of the Issuer, Holdings and the Guarantor hereby represents and
warrants that the Authorized Agent has accepted such appointment and has agreed
to act as said agent for service of process, and the Issuer, Holdings and the
Guarantor agree to take any and all action, including the filing of any and all
documents that may be necessary to continue such respective appointment in full
force and effect as aforesaid. Service of process upon the Authorized Agent
shall be deemed, in every respect, effective service of process upon the Issuer,
Holdings and the Guarantor. Notwithstanding the foregoing, any action involving
the Issuer, Holdings or the Guarantor arising out of or based upon this
Indenture, the Notes or
<PAGE>   69

the Notes Guarantees may be instituted by any Holder or the Trustee in any court
of competent jurisdiction in Luxembourg, Poland or The Netherlands, as the case
may be.

     SECTION 14.10  NO RECOURSE AGAINST OTHERS.  A director, officer, employee
or stockholder, as such, of the Issuer, Holdings or the Guarantor shall not have
any liability for any obligations of the Issuer, Holdings or the Guarantor under
the Notes, this Indenture or the Notes Guarantees or for any claim based on, in
respect of or by reason of such obligations or their creation. By accepting a
Note, each Holder shall waive and release all such liability. The waiver and
release shall be part of the consideration for the issue of the Notes.

     SECTION 14.11  SUCCESSORS.  All agreements of the Issuer, Holdings or the
Guarantor in this Indenture and the Notes shall bind their respective
successors. All agreements of the Trustee in this Indenture shall bind its
successors.

     SECTION 14.12  MULTIPLE ORIGINALS.  The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. One signed copy is enough to prove this
Indenture.

     SECTION 14.13  TABLE OF CONTENTS, CROSS-REFERENCE SHEET AND 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 14.14  SEVERABILITY.  In case any provision in this Indenture or in
the Notes shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

     SECTION 14.15  ACTS OF HOLDERS.

     (a)   Any request, demand, authorization, direction, notice, consent,
           waiver or other action provided by this Indenture to be given or
           taken by Holders may be embodied in and evidenced by one or more
           instruments of substantially similar tenor signed by such Holders in
           person or by agent duly appointed, such action shall become effective
           when such instrument or instruments are delivered to the Trustee and,
           where it is hereby expressly required, to the Issuer, Holdings and
           the Guarantor. Such instrument or instruments (and the action
           embodied therein and evidenced thereby) are sometimes referred to in
           this Section 14.15 as the "Act" of Holders signing such instrument or
           instruments. Proof of execution of any such instrument or of a
           writing appointing any such agent shall be sufficient for any purpose
           of this Indenture and conclusive in favor of the Trustee, the Issuer,
           Holdings and the Guarantor, if made in the manner provided in this
           Section 14.15.

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

     (c)   Any request, demand, authorization, direction, notice, consent,
           waiver or other Act of the Holder of any Note shall bind every future
           Holder of the same Note, and the Holder of every Note issued upon the
           registration of transfer thereof or in exchange therefor or in lieu
           thereof in respect of anything done, omitted or suffered to be done
           by the Trustee, the Issuer or the Guarantor in reliance thereon,
           whether or not notation of such action is made upon such Note.
<PAGE>   70

     (d)   If the Issuer or the Guarantor shall solicit from the Holders any
           request, demand, authorization, direction, notice, consent, waiver or
           other Act, the Issuer or the Guarantor may, at its option, by or
           pursuant to a Board Resolution of the Management Board, fix in
           advance a record date for the determination of Holders entitled to
           give such request, demand, authorization, direction, notice, consent,
           waiver or other Act, but neither the Issuer nor the Guarantor shall
           have any obligation to do so. If such a record date is fixed, such
           request, demand, authorization, direction, notice, consent, waiver or
           other Act may be given before or after such record date, but only the
           Holders of record at the close of business on such record date shall
           be deemed to be Holders for the purposes of determining whether
           Holders of the requisite aggregate principal amount at maturity of
           outstanding Notes have authorized or agreed or consented to such
           request, demand, authorization, direction, notice, consent, waiver or
           other Act, and for that purpose, the number of Notes outstanding
           shall be computed as of such record date; provided, that no such
           authorization, agreement or consent by the Holders on such record
           date shall be deemed effective unless it shall become effective
           pursuant to the provisions of this Indenture not later than six
           months after such record date.
<PAGE>   71

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

                                          PTC INTERNATIONAL FINANCE II S.A.,
                                          as Issuer

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

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

                                          PTC INTERNATIONAL FINANCE (HOLDING)
                                          B.V.

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

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

                                          POLSKA TELEFONIA CYFROWA SP. Z O.O.,

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

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

                                          STATE STREET BANK AND TRUST COMPANY,
                                          as Trustee,

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