<PAGE>

                                                                     EXHIBIT 4.2


________________________________________________________________________________


                        HUGHES ELECTRONICS CORPORATION

                                   INDENTURE


                         Dated as of October 22, 1999

                             THE BANK OF NEW YORK

                                    Trustee

________________________________________________________________________________
<PAGE>

                            CROSS-REFERENCE TABLE*

Trust Indenture
Act Section                                            Indenture Section
-----------                                            -----------------

310(a)(1)                                              7.10
   (a)(2)                                              7.10
   (a)(3)                                              N.A.
   (a)(4)                                              N.A.
   (a)(5)                                              7.10
   (b)                                                 7.10
   (c)                                                 N.A.
311(a)                                                 7.11
   (b)                                                 7.11
   (c)                                                 N.A.
312(a)                                                 2.05
   (b)                                                 10.03
   (c)                                                 10.03
313(a)                                                 7.06
   (b)(2)                                              7.07
   (c)                                                 7.06; 10.02
314(a)                                                 4.03; 10.02
   (c)(1)                                              10.04
   (c)(2)                                              10.04
   (c)(3)                                              N.A.
   (e)                                                 10.05
   (f)                                                 NA
315(a)                                                 7.01
   (b)                                                 7.05, 10.02
   (c)                                                 7.01
   (d)                                                 7.01
   (e)                                                 6.11
316(a)(last sentence)                                  2.09
   (a)(1)(A)                                           6.05
   (a)(1)(B)                                           6.04
   (a)(2)                                              N.A.
   (b)                                                 6.07
   (c)                                                 2.12
317(a)(1)                                              6.08
   (a)(2)                                              6.09
   (b)                                                 2.04
318(a)                                                 10.01
   (b)                                                 N.A.
   (c)                                                 10.01

______________
N.A. means "not applicable".

*This Cross-Reference Table is not part of the Indenture.
<PAGE>

                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<CAPTION>
                                                                                  Page
                                                                                  ----
<S>                                                                               <C>
ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE...........................     1
     Section 1.01.  Definitions.................................................     1
     Section 1.02.  Other Definitions...........................................     8
     Section 1.03.  Incorporation by Reference of Trust Indenture Act...........     8
     Section 1.04.  Rules of Construction.......................................     9
ARTICLE 2. THE NOTES............................................................     9
     Section 2.01.  Form and Dating.............................................     9
     Section 2.02.  Execution and Authentication................................    10
     Section 2.03.  Registrar, Paying Agent and calculation agent...............    11
     Section 2.04.  Paying Agent to Hold Money in Trust.........................    11
     Section 2.05.  Holder Lists................................................    12
     Section 2.06.  Transfer and Exchange.......................................    12
     Section 2.07.  Replacement Notes...........................................    22
     Section 2.08.  Outstanding Notes...........................................    22
     Section 2.09.  Treasury Notes..............................................    23
     Section 2.10.  Temporary Notes.............................................    23
     Section 2.11.  Cancellation................................................    23
     Section 2.12.  CUSIP Numbers...............................................    24
ARTICLE 3. REDEMPTION AND PREPAYMENT............................................    24
     Section 3.01.  Notices to Trustee..........................................    24
     Section 3.02.  Selection of Notes to Be Redeemed...........................    24
     Section 3.03.  Notice of Redemption........................................    24
     Section 3.04.  Effect of Notice of Redemption..............................    25
     Section 3.05.  Deposit of Redemption Price.................................    25
     Section 3.06.  Notes Redeemed in Part......................................    26
     Section 3.07.  Optional Redemption.........................................    26
ARTICLE 4. COVENANTS............................................................    26
     Section 4.01.  Payment of Notes............................................    26
     Section 4.02.  Maintenance of Office or Agency.............................    27
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                               <C>
     Section 4.03.  Reports.....................................................    27
     Section 4.04.  Compliance Certificate......................................    28
     Section 4.05.  Taxes.......................................................    29
     Section 4.06.  Liens.......................................................    29
     Section 4.07.  Corporate Existence.........................................    30
     Section 4.08.  Sale and Leaseback Transactions.............................    31
     Section 4.09.  Repurchase..................................................    31
ARTICLE 5. SUCCESSORS...........................................................    32
     Section 5.01.  Merger, Consolidation, or Sale of Assets....................    32
     Section 5.02.  Successor Corporation Substituted...........................    32
ARTICLE 6. DEFAULTS AND REMEDIES................................................    33
     Section 6.01.  Events of Default...........................................    33
     Section 6.02.  Acceleration................................................    34
     Section 6.03.  Other Remedies..............................................    34
     Section 6.04.  Waiver of Past Defaults.....................................    35
     Section 6.05.  Control by Majority.........................................    35
     Section 6.06.  Limitation on Suits.........................................    35
     Section 6.07.  Rights of Holders of Notes to Receive Payment...............    36
     Section 6.08.  Collection Suit by Trustee..................................    36
     Section 6.09.  Trustee May File Proofs of Claim............................    36
     Section 6.10.  Priorities..................................................    36
     Section 6.11.  Undertaking for Costs.......................................    37
ARTICLE 7. TRUSTEE..............................................................    37
     Section 7.01.  Duties of Trustee...........................................    37
     Section 7.02.  Rights of Trustee...........................................    38
     Section 7.03.  Individual Rights of Trustee................................    39
     Section 7.04.  Trustee's Disclaimer........................................    40
     Section 7.05.  Notice of Defaults..........................................    40
     Section 7.06.  Reports by Trustee to Holders of the Notes..................    40
     Section 7.07.  Compensation and Indemnity..................................    40
     Section 7.08.  Replacement of Trustee......................................    41
     Section 7.09.  Successor Trustee by Merger, etc............................    42
</TABLE>

                                      ii
<PAGE>

<TABLE>
<S>                                                                                                                 <C>
     Section 7.10.  Eligibility; Disqualification.................................................................  42
     Section 7.11.  Preferential Collection of Claims Against Company.............................................  43
     Section 7.12.  Calculation Agent.............................................................................  43
ARTICLE 8. LEGAL DEFEASANCE AND COVENANT DEFEASANCE...............................................................  43
     Section 8.01.  Option to Effect Legal Defeasance or Covenant Defeasance......................................  43
     Section 8.02.  Legal Defeasance and Discharge................................................................  43
     Section 8.03.  Covenant Defeasance...........................................................................  44
     Section 8.04.  Conditions to Legal or Covenant Defeasance....................................................  44
     Section 8.05.  Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.  46
     Section 8.06.  Repayment to Company..........................................................................  46
     Section 8.07.  Reinstatement.................................................................................  46
ARTICLE 9. AMENDMENT, SUPPLEMENT AND WAIVER.......................................................................  47
     Section 9.01.  Without Consent of Holders of Notes...........................................................  47
     Section 9.02.  With Consent of Holders of Notes..............................................................  47
     Section 9.03.  Compliance with Trust Indenture Act...........................................................  49
     Section 9.04.  Revocation and Effect of Consents.............................................................  49
     Section 9.05.  Notation on or Exchange of Notes..............................................................  49
     Section 9.06.  Trustee to Sign Amendments, etc...............................................................  49
ARTICLE 10. MISCELLANEOUS.........................................................................................  49
     Section 10.01. Trust Indenture Act Controls..................................................................  49
     Section 10.02. Notices.......................................................................................  50
     Section 10.03. Communication by Holders of Notes with Other Holders of Notes.................................  51
     Section 10.04. Certificate and Opinion as to Conditions Precedent............................................  51
     Section 10.05. Statements Required in Certificate or Opinion.................................................  51
     Section 10.06. Rules by Trustee and Agents...................................................................  52
     Section 10.07. No Personal Liability of Directors, Officers, Employees and Stockholders......................  52
     Section 10.08. Governing Law.................................................................................  52
     Section 10.09. Successors....................................................................................  52
     Section 10.10. Severability..................................................................................  52
     Section 10.11. Counterpart Originals.........................................................................  52
</TABLE>

                                      iii
<PAGE>

<TABLE>
     <S>                                                                                                            <C>
     Section 10.12. Table of Contents, Headings, etc..............................................................  52
</TABLE>

EXHIBITS


Exhibit A FORM OF NOTE
Exhibit B FORM OF CERTIFICATE OF TRANSFER
Exhibit C FORM OF CERTIFICATE OF EXCHANGE
Exhibit D FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

                                      iv
<PAGE>

          INDENTURE dated as of October 22, 1999 between Hughes Electronics
Corporation, a Delaware corporation (the "Company"), and The Bank of New York, a
New York banking corporation, as trustee (the "Trustee").

          The Company and the Trustee agree as follows for the benefit of each
other and for the equal and ratable benefit of the Holders of the Floating Rate
Notes due October 23, 2000 (the "Initial Notes") and any Additional Notes:

                                  ARTICLE 1.
                  DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.  Definitions.

          "144A Global Note" means a Global Note in substantially the form of
Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that shall be issued on the date of this Indenture in
a denomination equal to the outstanding principal amount of the Initial Notes
initially sold in reliance on Rule 144A.

          "Additional Notes" means any additional notes that the Company may
issue pursuant to Section 2.01(d) of this Indenture.

          "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise.

          "Agent" means any Registrar, Paying Agent or co-registrar.

          "Applicable Procedures" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depositary that apply to such transfer or exchange.

          "Applicable Spread" means, with respect to each Interest Period, a
number of basis points above LIBOR, as calculated from time to time by the
Calculation Agent, and as may be adjusted from time to time as set forth in the
Note.

          "Attributable Debt" means, at the time of determination as to any
lease, the present value (discounted at the actual rate, if stated, or, if no
rate is stated, the implicit rate of interest of such lease transaction as
determined by the chief executive officer, president, chief financial officer,
any vice president, the treasurer or any assistant treasurer of the Company),
calculated using the interval of scheduled rental payments under such lease
(excluding any
<PAGE>

subsequent renewal or other extension options held by the lessee). The term "net
rental payments" means, with respect to any lease for any period, the sum of the
rental and other payments required to be paid in such period by the lessee
thereunder, but not including, however, any amounts required to be paid by such
lessee (whether or not designated as rental or additional rental) on account of
maintenance and repairs, insurance, taxes, assessments, water rates, indemnities
or similar charges required to be paid by such lessee thereunder or any amounts
required to be paid by such lessee thereunder contingent upon the amount of
sales, earnings or profits or of maintenance and repairs, insurance, taxes,
assessments, water rates, indemnities or similar charges; provided, however,
that, in the case of any lease which is terminable by the lessee upon the
payment of a penalty in an amount which is less than the total discounted net
rental payments required to be paid from the later of the first date upon which
such lease may be so terminated and the date of the determination of net renal
payments, "net rental payments" shall include the then-current amount of such
penalty from the later of such two dates, and shall exclude the rental payments
relating to the remaining period of the lease commencing with the later of such
two dates.

          "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or
state law for the relief of debtors.

          "Board of Directors" means (1) in respect of a limited liability
company, the board of advisors of the Company; (2) in respect of a corporation,
the board of directors of the corporation, or any authorized committee thereof;
and (3) in respect of any other Person, the board or committee of that Person
serving a similar function.

          "Business Day" means any day other than a Saturday, a Sunday or a
legal holiday in the City of New York on which banking institutions are
authorized or required by law, regulation or executive order to close; provided,
that the day is also a London Business Day.

          "Calculation Agent" means the Person appointed by the Company to
calculate the interest rate under the Initial Notes, and any and all successors
thereto.

          "Cedel" means Cedelbank, societe anonyme.

          "Company" means Hughes Electronics Corporation, a Delaware
corporation, and any and all successors thereto.

          "Consolidated Net Tangible Assets" means, at any date, all amounts
that would, in conformity with GAAP, be set forth opposite the caption "total
assets" (or any like caption) on a consolidated balance sheet of the Company and
its consolidated Subsidiaries less (1) all current liabilities and (2) goodwill,
trade names, patents, unamortized debt discount, organization expenses and other
like intangibles of the Company and its consolidated Subsidiaries.

          "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 10.02 hereof or such other address as to which the
Trustee may give notice to the Company.

                                       2
<PAGE>

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

          "Debt" means notes, bonds, debentures or other similar evidences of
indebtedness for money borrowed.

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

          "Definitive Note" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.06 hereof, in
substantially the form of Exhibit A hereto except that such Note shall not bear
the Global Note Legend and shall not have the "Schedule of Exchanges of
Interests in the Global Note" attached thereto.

          "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof as
the Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

          "DTV Sale Event" means either (i) a sale, transfer or disposition of a
majority of the voting stock of DIRECTV, Inc. ("DTV") or of assets thereof
representing at least fifty-one percent (51%) of the total fair market value (as
determined by the Board of Directors of the Company, whose determination shall
be conclusive) of the U.S. direct broadcast satellite business of DTV and its
Affiliates engaged in such business to an entity not controlled directly or
indirectly by the Company or (ii) any other transaction that has the result that
the Company no longer controls directly or indirectly the business of DTV.

          "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear systems.

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

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

          "Global Note Legend" means the legend set forth in Section
2.06(f)(ii), which is required to be placed on all Global Notes issued under
this Indenture.

          "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes in the form of Exhibit
A hereto issued in accordance with Section 2.01, 2.06(b)(iv), 2.06(d)(ii) or
2.06(g) hereof.

                                       3
<PAGE>

          "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the
United States pledges its full faith and credit.

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

          "Indenture" means this Indenture, as amended or supplemented from time
to time in accordance with Article 9 hereof.

          "Indirect Participant" means a Person who holds a beneficial interest
in a Global Note through a Participant.

          "Initial Notes" has the meaning assigned to it in the preamble of this
Indenture.

          "Initial Purchaser" means Merrill Lynch & Co.

          "Institutional Accredited Investor" means an "accredited investor"
within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

          "Interest Determination Date" means the second London Business Day
preceding an Interest Reset Date.

          "Interest Period" means the period commencing on and including October
22, 1999 or an interest payment date, as the case may be, and ending on and
including the day immediately preceding the next succeeding interest payment
date, or the maturity date, as the case may be.

          "Interest Reset Date" means each interest payment date on which LIBOR
and the Applicable Spread are determined by the Calculation Agent, as described
in the Notes.

          "LIBOR" means, with respect to each Interest Determination Date
immediately preceding the applicable Interest Period, the rate (expressed as a
percentage per annum) for deposits in United States dollars having a maturity of
three months commencing on the first London Business Day of such Interest
Period, that appears on Telerate Page 3750 as of 11:00 a.m., London time, on
such Interest Determination Date; provided, however, that if Telerate Page 3750
does not include such a rate or is unavailable on such Interest Determination
Date, the Calculation Agent shall request the principal London offices of each
of four major reference banks in the London interbank market, as selected by the
Calculation Agent following consultation with the Company, to provide the
Calculation Agent with its offered quotation (expressed as a percentage per
annum), for deposits in a Representative Amount for a three-month period,
commencing on the first London Business Day of such Interest Period, to prime
banks in the London interbank market as of approximately 11:00 a.m., London
time, on such Interest Determination Date,. If at least two such offered
quotations are so provided, LIBOR on such Interest Determination Date for such
applicable Interest Period shall be the arithmetic mean of such quotations. If
fewer that two quotations are so provided, the Calculation Agent shall request
three major banks in New York City, as selected by the Calculation Agent
following consultation with the Company, to provide such bank's rate (expressed
as a percentage per

                                       4
<PAGE>

annum), as of approximately 11:00 a.m., New York City time, on such Interest
Determination Date, for loans in a Representative Amount in United States
dollars to leading European banks for a three-month period beginning on the
first London Business Day of such Interest Determination Date; provided,
however, that if such banks are not providing quotations in the manner described
by this sentence, LIBOR determined as of such Interest Determination Date for
such Interest Period shall be LIBOR in effect with respect to the immediately
preceding Interest Period.

          "Lien" means any trust deed, mortgage, pledge, hypothecation,
assignment, security interest, lien, charge or encumbrance, or preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including, without limitation, the lien of an attachment,
judgment or execution, or any conditional sale or other title retention
agreement, any capitalized lease, and the filing of, or agreement to give, any
financing statement under the Uniform Commercial Code or comparable law of any
jurisdiction, but excluding financing statements filed to give notice of leases
in the ordinary course of business).

          "London Business Day" means any day on which dealings in United States
dollars are transacted in the London interbank market.

          "Make Whole Spread" means 50 basis points.

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

          "New York Business Day" means any day other than a Saturday, Sunday or
a legal holiday in the City of New York on which banking institutions are
authorized or required by law or regulation or executive order to close.

          "Non-Recourse Debt" means all Debt which, in accordance with GAAP, is
not required to be recognized on a consolidated balance sheet of the Company as
a liability.

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

          "Notes" mean the Initial Notes and the Additional Notes, if any,
treated together as a single class.

          "Offering" means the offering of the Initial Notes by the Company
pursuant to the Offering Circular.

          "Offering Circular" means the offering circular of the Company, dated
October 19, 1999, relating to the Initial Notes.

          "Officer" means, with respect to any Person, the Chairman of the
Board, the Chief Executive Officer, the President, the Chief Operating Officer,
the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the
Controller, the Secretary, any Assistant Secretary or any Vice-President of such
Person.

                                       5
<PAGE>

          "Officers' Certificate" means a certificate signed on behalf of the
Company by at least two Officers of the Company, one of whom must be the
principal executive officer, the principal financial officer or the principal
accounting officer of the Company, that meets the requirements of Sections 10.04
and 10.05 hereof.

          "Opinion of Counsel" means an opinion from legal counsel that meets
the requirements of Sections 10.04 and 10.05 hereof. The counsel may be an
employee of or counsel to the Company, any Subsidiary of the Company or the
Trustee.

          "Participant" means, with respect to the Depositary, Euroclear or
Cedel, a Person who has an account with the Depositary, Euroclear or Cedel,
respectively, and, with respect to the Depository Trust Company, shall include
Euroclear and Cedel.

          "Permitted Receivables Financings" means, at any date of
determination, the aggregate amount of any Non-Recourse Debt outstanding on such
date relating to securitizations or other similar off-balance sheet financings
of accounts receivable of the Company or any of its Subsidiaries.

          "Person" means any natural person, company, corporation, partnership,
government, agency or instrumentality of a government, or any other entity.

          "Private Placement Legend" means the legend set forth in Section
2.06(f)(i) to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

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

          "Rating Agency" means either of the Rating Agencies.

          "Rating Agencies" means (i) Moody's and S&P or (ii) if Moody's or S&P
or both shall not make a rating of the Notes publicly available, a nationally
recognized securities rating agency or agencies, as the case may be, selected by
the Company by notice to the Trustee, which shall be substituted for Moody's or
S&P or both, as the case may be.

          "Regulation S" means Regulation S promulgated under the Securities
Act.

          "Regulation S Global Note" means a Global Note in substantially the
form of Exhibit A hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee, issued on the date of this Indenture in a
denomination equal to the outstanding principal amount of the Initial Notes
initially sold in reliance on Rule 903 of Regulation S.

          "Representative Amount" means a principal amount that is
representative for a single transaction in United States dollars in the market
at that time.

          "Responsible Officer" means, when used with respect to the Trustee,
any officer within the corporate trust department of the Trustee, including any
vice president, assistant vice

                                       6
<PAGE>

president, assistant secretary, assistant treasurer, trust officer or any other
officer of the Trustee who customarily performs functions similar to those
performed by the persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred because of such person's
knowledge of and familiarity with the particular subject and who shall have
direct responsibility for the administration of this Indenture.

          "Restricted Definitive Note" means a Definitive Note bearing the
Private Placement Legend.

          "Restricted Global Note" means a 144A Global Note and a Regulation S
Global Note, each of which shall bear the Private Placement Legend.

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

          "Restricted Subsidiary" means any Subsidiary (1) having assets
exceeding 10% of the Consolidated Net Tangible Assets or (2) having operating
revenues exceeding 10% of the operating revenues of the Company and its
Subsidiaries on a consolidated basis, in each case, with respect to any
determination period between the date of this Indenture and prior to the public
release of the audited consolidated financial statements of the Company and its
Subsidiaries for the fiscal year ending December 31, 1999, as shown on the pro
forma financial statements dated as of June 30, 1999 and, thereafter, as shown
on the audited consolidated financial statements of the Company and its
Subsidiaries; provided, however, that "Restricted Subsidiary" shall not include
any Subsidiary created solely to purchase receivables from the Company or any of
its Subsidiaries, and which would not, in accordance with GAAP, be included in
the consolidated financial statements of the Company.

          "Rule 144" means Rule 144 promulgated under the Securities Act.

          "Rule 144A" means Rule 144A promulgated under the Securities Act.

          "Rule 903" means Rule 903 promulgated under the Securities Act.

          "Rule 904" means Rule 904 promulgated under the Securities Act.

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

          "SEC" means the Securities and Exchange Commission.

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

          "Subsidiary" means a corporation or any other entity of which at the
time of determination the Company, one or more Subsidiaries of the Company, or
the Company and one or more Subsidiaries, directly and/or indirectly, owns at
least a majority of the outstanding stock or other beneficial interests having
general voting power under ordinary circumstances to elect a majority of the
board of directors, managers, trustees or individuals performing similar
functions

                                       7
<PAGE>

of such corporation or other entity (irrespective of whether or not at the time
stock or other beneficial interests of any other class or classes of such
corporation or other entity shall have or might have voting power by reason of
the happening of any contingency).

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

          "Telerate Page 3750" means the display designated as "Page 3750" on
Bridge Telerate, Inc. or any successor service, for the purpose of displaying
the London interbank rates of major banks for United States dollars.

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

          "Unrestricted Global Note" means a permanent Global Note in
substantially the form of Exhibit A attached hereto that bears the Global Note
Legend and that has the "Schedule of Exchanges of Interests in the Global Note"
attached thereto, and that is deposited with or on behalf of and registered in
the name of the Depositary, representing a series of Notes that do not bear the
Private Placement Legend.

          "Unrestricted Definitive Note" means one or more Definitive Notes that
do not bear and are not required to bear the Private Placement Legend.


          "U.S. Person" means a U.S. person as defined in Rule 902(o)
promulgated under the Securities Act.

Section 1.02. Other Definitions.

                                                        Defined in
                   Term                                  Section

         "Authentication Order"..........................  2.02
         "Covenant Defeasance"...........................  8.03
         "DTC"...........................................  2.03
         "Event of Default"..............................  6.01
         "Legal Defeasance"..............................  8.02
         "Paying Agent"..................................  2.03
         "Registrar".....................................  2.03
         "Successor Company".............................  5.01

Section 1.03. Incorporation by Reference of Trust Indenture Act.

          (a)  Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.

                                       8
<PAGE>

          (b)  The following TIA terms used in this Indenture have the following
meanings:

               "indenture securities" means the Notes;

               "indenture security Holder" means a Holder of a Note;

               "indenture to be qualified" means this Indenture;

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

          (c)  All other terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by SEC rule under
the TIA have the meanings so assigned to them.

Section 1.04.  Rules of Construction.

          (a)  Unless the context otherwise requires:

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

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

               (3)  "or" is not exclusive;

               (4)  words in the singular include the plural, and in the plural
     include the singular;

               (5)  "including" means "including without limitation";

               (6)  provisions apply to successive events and transactions; and

               (7)  references to sections of or rules under the Securities Act
     shall be deemed to include substitute, replacement or successor sections or
     rules adopted by the SEC from time to time.

                                   ARTICLE 2.
                                   THE NOTES

Section 2.01. Form and Dating.

          (a)  General. The Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A hereto. The Notes
may have notations, legends or endorsements required by law, stock exchange rule
or usage. Each Note shall be dated the date

                                       9
<PAGE>

of its authentication. The Notes shall be in denominations of $500,000 and
integral multiples of $1,000 thereof. The terms and provisions contained in the
Notes shall constitute, and are hereby expressly made, a part of this Indenture.
The Company and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby. However,
to the extent any provision of any Note conflicts with the express provisions of
this Indenture, the provisions of this Indenture shall govern and be
controlling.

          (b)   Form of Notes. Notes issued in global form shall be
substantially in the form of Exhibit A attached hereto (including the Global
Note Legend thereon and the "Schedule of Exchanges of Interests in the Global
Note" attached thereto). Notes issued in definitive form shall be substantially
in the form of Exhibit A attached hereto (but without the Global Note Legend
thereon and without the "Schedule of Exchanges of Interests in the Global Note"
attached thereto). Each Global Note shall represent such of the outstanding
Notes as shall be specified therein and each shall provide that it shall
represent the aggregate principal amount of outstanding Notes from time to time
endorsed thereon and that the aggregate principal amount of outstanding Notes
represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global
Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby shall be made by the
Trustee or the Custodian, at the direction of the Trustee, in accordance with
instructions given by the Holder thereof as required by Section 2.06 hereof.

          (c)  Euroclear and Cedel Procedures Applicable. The provisions of the
"Operating Procedures of the Euroclear System" and "Terms and Conditions
Governing Use of Euroclear" and the "General Terms and Conditions of Cedelbank"
and "Customer Handbook" of Cedelbank shall be applicable to transfers of
beneficial interests in the Regulation S Global Notes that are held by
Participants through Euroclear or Cedelbank.

          (d)  Subject to compliance with the provisions of Section 9.01, the
Company may issue Additional Notes under this Indenture without limitation as to
the aggregate principal amount thereof.

Section 2.02. Execution and Authentication.

          (a)  Two Officers shall sign the Notes for the Company by manual or
facsimile signature.  The Company's seal may be reproduced on the Notes and may
be in facsimile form.

          (b)  If an Officer whose signature is on a Note no longer holds that
office at the time a Note is authenticated, the Note shall nevertheless be
valid.

          (c)  A Note shall not be valid until authenticated by the manual
signature of the Trustee.  The signature shall be conclusive evidence that the
Note has been authenticated under this Indenture.

          (d)  The Trustee shall, upon a written order of the Company signed by
at least one Officer (an "Authentication Order"), authenticate Notes for
original issue up to the aggregate principal amount stated in paragraph 4 of the
Notes.  The aggregate principal amount of Notes outstanding at any time may not
exceed such amount except as provided in Section 2.07 hereof.

                                      10
<PAGE>

          (e)  The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. An authenticating agent may authenticate Notes
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Company.

Section 2.03. Registrar, Paying Agent and Calculation Agent.

          (a)  The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). The
Registrar shall keep a register of the Notes and of their transfer and exchange.
The Company may appoint one or more co-registrars and one or more additional
paying agents. The term "Registrar" includes any co-registrar and the term
"Paying Agent" includes any additional paying agent. The Company may change any
Paying Agent or Registrar without notice to any Holder. The Company shall notify
the Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.

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

          (c)  The Company initially appoints the Trustee to act as the
Registrar and Paying Agent and to act as Custodian with respect to the Global
Notes.

          (d)  The Company initially appoints the Trustee to act as the
Calculation Agent with respect to the Notes. The Company may change the
Calculation Agent without notice to any Holders.

Section 2.04. Paying Agent to Hold Money in Trust.

          The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent shall hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium, if any, or interest on the Notes, and shall notify the
Trustee of any default by the Company in making any such payment. While any such
default continues, the Trustee may require a Paying Agent to pay all money held
by it to the Trustee. The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Company or a Subsidiary) shall have no further
liability for the money. If the Company or a Subsidiary acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of the Holders
all money held by it as Paying Agent. Upon any bankruptcy or reorganization
proceedings relating to the Company, the Trustee shall serve as Paying Agent for
the Notes.

                                      11
<PAGE>

Section 2.05.  Holder Lists.

          The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA (S) 312(a). If the Trustee is
not the Registrar, the Company shall furnish to the Trustee at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date or such
shorter time as the Trustee may allow, as the Trustee may reasonably require of
the names and addresses of the Holders of Notes and the Company shall otherwise
comply with TIA (S) 312(a).

Section 2.06. Transfer and Exchange.

          (a)  Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes shall be exchanged
by the Company for Definitive Notes as provided in Section 2.06(c) hereof if (i)
the Company delivers to the Trustee notice from the Depositary that it is
unwilling or unable to continue to act as Depositary or that it is no longer a
clearing agency registered under the Exchange Act and, in either case, a
successor Depositary is not appointed by the Company within 90 days after the
date of such notice from the Depositary, (ii) a Default has occurred and is
continuing or (iii) the Company in its sole discretion determines that the
Global Notes (in whole but not in part) should be exchanged for Definitive Notes
and delivers a written notice to such effect to the Trustee. Upon the occurrence
of either of the preceding events in (i), (ii) or (iii) above, Definitive Notes
shall be issued in such names as the Depositary shall instruct the Trustee.
Global Notes also may be exchanged or replaced, in whole or in part, as provided
in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in
exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to
this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and
delivered in the form of, and shall be, a Global Note. A Global Note may not be
exchanged for another Note other than as provided in this Section 2.06(a),
although beneficial interests in a Global Note may be transferred and exchanged
as provided in Section 2.06(b), (c) or (g) hereof.

          (b)  Transfer and Exchange of Beneficial Interests in the Global
Notes. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of
this Indenture and the Applicable Procedures. Beneficial interests in the
Restricted Global Notes shall be subject to restrictions on transfer comparable
to those set forth herein to the extent required by the Securities Act.
Transfers of beneficial interests in the Global Notes also shall require
compliance with either subparagraph (i) or (ii) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:

      (i) Transfer of Beneficial Interests in the Same Global Note. Beneficial
     interests in any Restricted Global Note may be transferred to Persons who
     take delivery thereof in the form of a beneficial interest in the same
     Restricted Global Note in accordance with the transfer restrictions set
     forth in the Private Placement Legend. Beneficial interests in

                                      12
<PAGE>

     any Unrestricted Global Note may be transferred to Persons who take
     delivery thereof in the form of a beneficial interest in the same
     Unrestricted Global Note. No written orders or instructions shall be
     required to be delivered to the Registrar to effect the transfers described
     in this Section 2.06(b)(i).

       (ii)  All Other Transfers and Exchanges of Beneficial Interests in Global
     Notes. In connection with all transfers and exchanges of beneficial
     interests that are not subject to Section 2.06(b)(i) above, the transferor
     of such beneficial interest must deliver to the Registrar either (A) (1) a
     written order from a Participant or an Indirect Participant given to the
     Depositary in accordance with the Applicable Procedures directing the
     Depositary to credit or cause to be credited a beneficial interest in
     another Global Note in an amount equal to the beneficial interest to be
     transferred or exchanged and (2) instructions given in accordance with the
     Applicable Procedures containing information regarding the Participant
     account to be credited with such increase or (B) (1) a written order from a
     Participant or an Indirect Participant given to the Depositary in
     accordance with the Applicable Procedures directing the Depositary to cause
     to be issued a Definitive Note in an amount equal to the beneficial
     interest to be transferred or exchanged and (2) instructions given by the
     Depositary to the Registrar containing information regarding the Person in
     whose name such Definitive Note shall be registered to effect the transfer
     or exchange referred to in (B)(1) above. Upon satisfaction of all of the
     requirements for transfer or exchange of beneficial interests in Global
     Notes contained in this Indenture and the Notes or otherwise applicable
     under the Securities Act, the Trustee shall adjust the principal amount of
     the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

       (iii) Transfer of Beneficial Interests to Another Restricted Global Note.
     A beneficial interest in any Restricted Global Note may be transferred to a
     Person who takes delivery thereof in the form of a beneficial interest in
     another Restricted Global Note if the transfer complies with the
     requirements of Section 2.06(b)(ii) above and the Registrar receives the
     following:

             (A)  if the transferee shall take delivery in the form of a
       beneficial interest in the 144A Global Note, then the transferor must
       deliver a certificate in the form of Exhibit B hereto, including the
       certifications in item (1) thereof; and

             (B)   if the transferee shall take delivery in the form of a
       beneficial interest in the Regulation S Global Note, then the transferor
       must deliver a certificate in the form of Exhibit B hereto, including the
       certifications in item (2) thereof.

       (iv)    Transfer and Exchange of Beneficial Interests in a Restricted
  Global Note for Beneficial Interests in an Unrestricted Global Note. A
  beneficial interest in any Restricted Global Note may be exchanged by any
  holder thereof for a beneficial interest in an Unrestricted Global Note or
  transferred to a Person who takes delivery thereof in the form of a beneficial
  interest in an Unrestricted Global Note if the exchange or transfer complies
  with the requirements of Section 2.06(b)(ii) above and the Registrar receives
  the following:

                                      13
<PAGE>

             (A) if the holder of such beneficial interest in a Restricted
       Global Note proposes to exchange such beneficial interest for a
       beneficial interest in an Unrestricted Global Note, a certificate from
       such holder in the form of Exhibit C hereto, including the certifications
       in item (1)(a) thereof; or

             (B) if the holder of such beneficial interest in a Restricted
       Global Note proposes to transfer such beneficial interest to a Person who
       shall take delivery thereof in the form of a beneficial interest in an
       Unrestricted Global Note, a certificate from such holder in the form of
       Exhibit B hereto, including the certifications in item (5) thereof;

       and, in each such case, if the Registrar or the Company so requests or if
       the Applicable Procedures so require, an Opinion of Counsel in form
       reasonably acceptable to the requesting party, if applicable to the
       effect that such exchange or transfer is in compliance with the
       Securities Act and that the restrictions on transfer contained herein and
       in the Private Placement Legend are no longer required in order to
       maintain compliance with the Securities Act.

          If any such transfer is effected at a time when an Unrestricted Global
       Note has not yet been issued, the Company shall issue and, upon receipt
       of an Authentication Order in accordance with Section 2.02 hereof, the
       Trustee shall authenticate one or more Unrestricted Global Notes in an
       aggregate principal amount equal to the aggregate principal amount of
       beneficial interests transferred pursuant to this subparagraph (iv).

          Beneficial interests in an Unrestricted Global Note cannot be
     exchanged for, or transferred to Persons who take delivery thereof in the
     form of, a beneficial interest in a Restricted Global Note.

     (c)  Transfer or Exchange of Beneficial Interests for Definitive Notes.

          (i)  Beneficial Interests in Restricted Global Notes to Restricted
  Definitive Notes.  Restricted Global Notes and beneficial interests therein
  shall be exchangeable for Definitive Notes if (A) the Depositary (x) notifies
  the Company that it is unwilling or unable to continue as depositary for the
  Restricted Global Notes and the Company thereupon fails to appoint a successor
  depositary or (y) has ceased to be a clearing agency registered under the
  Exchange Act and the Company fails to appoint a successor, (B) the Company, at
  its option, notifies the Trustee in writing that it elects to cause the
  issuance of the Definitive Notes or (C) there shall have occurred and be
  continuing a Default with respect to the Notes. In all cases, Definitive Notes
  delivered in exchange for any Restricted Global Note or beneficial interests
  therein shall be registered in the names, and issued in any approved
  denominations, requested by or on behalf of the Depositary (in accordance with
  the Applicable Procedures).

        In such event, the Trustee shall cause the Restricted Global Notes to be
  canceled accordingly pursuant to Section 2.11 hereof, and the Company shall
  execute and upon receipt of an Authentication Order the Trustee shall
  authenticate and deliver to the Person designated in the instructions a
  Definitive Note in the appropriate principal amount. Any Definitive

                                      14
<PAGE>

  Note issued in exchange for a beneficial interest in a Restricted Global Note
  pursuant to this Section 2.06(c) shall be registered in such name or names and
  in such authorized denomination or denominations as the holder of such
  beneficial interest shall instruct the Registrar through instructions from the
  Depositary and the Participant or Indirect Participant. The Trustee shall
  deliver such Definitive Notes to the Persons in whose names such Notes are so
  registered. Any Definitive Note issued in exchange for a beneficial interest
  in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the
  Private Placement Legend and shall be subject to all restrictions on transfer
  contained therein.

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

                (A) if the holder of such beneficial interest in a Restricted
      Global Note proposes to exchange such beneficial interest for a Definitive
      Note that does not bear the Private Placement Legend, a certificate from
      such holder in the form of Exhibit C hereto, including the certifications
      in item (1)(b) thereof; or

                (B) if the holder of such beneficial interest in a Restricted
      Global Note proposes to transfer such beneficial interest to a Person who
      shall take delivery thereof in the form of a Definitive Note that does not
      bear the Private Placement Legend, a certificate from such holder in the
      form of Exhibit B hereto, including the certifications in item (4)
      thereof;

            and, in each such case, if the Registrar or the Company so requests
            or if the Applicable Procedures so require, an Opinion of Counsel in
            form reasonably acceptable to the requesting party, if applicable to
            the effect that such exchange or transfer is in compliance with the
            Securities Act and that the restrictions on transfer contained
            herein and in the Private Placement Legend are no longer required in
            order to maintain compliance with the Securities Act.

      (iii) Beneficial Interests in Unrestricted Global Notes to Unrestricted
  Definitive Notes. Unrestricted Global Notes and beneficial interests therein
  shall be exchangeable for Definitive Notes if (A) the Depositary (x) notifies
  the Company that it is unwilling or unable to continue as depositary for the
  Unrestricted Global Notes and the Company thereupon fails to appoint a
  successor depositary or (y) has ceased to be a clearing agency registered
  under the Exchange Act and the Company fails to appoint a successor, (B) the
  Company, at its option, notifies the Trustee in writing that it elects to
  cause the issuance of the Definitive Notes or (C) there shall have occurred
  and be continuing a Default with respect to the Notes. In all cases,
  Definitive Notes delivered in exchange for any Unrestricted Global Note or
  beneficial interests therein shall be registered in the names, and issued in
  any approved denominations, requested by or on behalf of the depositary (in
  accordance with the Applicable Procedures). In such event, the Trustee shall
  cause the Unrestricted Global Notes to be canceled accordingly pursuant to
  Section 2.11 hereof, and the Company shall execute

                                      15
<PAGE>

  and the Trustee shall authenticate and deliver to the Person designated in the
  instructions a Definitive Note in the appropriate principal amount. Any
  Definitive Note issued in exchange for a beneficial interest pursuant to this
  Section 2.06(c)(iv) shall be registered in such name or names and in such
  authorized denomination or denominations as the holder of such beneficial
  interest shall instruct the Registrar through instructions from the Depositary
  and the Participant or Indirect Participant. The Trustee shall deliver such
  Definitive Notes to the Persons in whose names such Notes are so registered.
  Any Definitive Note issued in exchange for a beneficial interest pursuant to
  this Section 2.06(c)(iv) shall not bear the Private Placement Legend.

     (d)  Transfer and Exchange of Definitive Notes for Beneficial Interests.

     (i)  Restricted Definitive Notes to Beneficial Interests in Restricted
  Global Notes. If any Holder of a Restricted Definitive Note proposes to
  exchange such Note for a beneficial interest in a Restricted Global Note or to
  transfer such Restricted Definitive Notes to a Person who takes delivery
  thereof in the form of a beneficial interest in a Restricted Global Note,
  then, upon receipt by the Registrar of the following documentation:

          (A)  if the Holder of such Restricted Definitive Note proposes to
     exchange such Note for a beneficial interest in a Restricted Global Note, a
     certificate from such Holder in the form of Exhibit C hereto, including the
     certifications in item (2)(b) thereof;

          (B)  if such Restricted Definitive Note is being transferred to a QIB
     in accordance with Rule 144A under the Securities Act, a certificate to the
     effect set forth in Exhibit B hereto, including the certifications in item
     (1) thereof;

          (C)  if such Restricted Definitive Note is being transferred to a Non-
     U.S. Person in an offshore transaction in accordance with Rule 903 or Rule
     904 under the Securities Act, a certificate to the effect set forth in
     Exhibit B hereto, including the certifications in item (2) thereof;

          (D)  if such Restricted Definitive Note is being transferred pursuant
     to an exemption from the registration requirements of the Securities Act in
     accordance with Rule 144 under the Securities Act, a certificate to the
     effect set forth in Exhibit B hereto, including the certifications in item
     (3)(a) thereof;

          (E)  if such Restricted Definitive Note is being transferred to an
     Institutional Accredited Investor in reliance on an exemption from the
     registration requirements of the Securities Act other than those listed in
     subparagraphs (B) through (D) above, a certificate to the effect set forth
     in Exhibit B hereto, including the certifications, certificates and Opinion
     of Counsel required by item (3) thereof, if applicable;

          (F)  if such Restricted Definitive Note is being transferred to the
     Company or any of its Subsidiaries, a certificate to the effect set forth
     in Exhibit B hereto, including the certifications in item (3)(b) thereof;
     or

                                      16
<PAGE>

           (G) if such Restricted Definitive Note is being transferred
        pursuant to an effective registration statement under the Securities
        Act, a certificate to the effect set forth in Exhibit B hereto,
        including the certifications in item (3)(c) thereof,

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be
increased the aggregate principal amount of, in the case of clause (A) above,
the appropriate Restricted Global Note, in the case of clause (B) above, the
144A Global Note, and in the case of clause (C) above, the Regulation S Global
Note.

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

               (A)  if the Holder of such Definitive Notes proposes to exchange
     such Notes for a beneficial interest in the Unrestricted Global Note, a
     certificate from such Holder in the form of Exhibit C hereto, including the
     certifications in item (1)(c) thereof; or

               (B)  if the Holder of such Definitive Notes proposes to transfer
     such Notes to a Person who shall take delivery thereof in the form of a
     beneficial interest in the Unrestricted Global Note, a certificate from
     such Holder in the form of Exhibit B hereto, including the certifications
     in item (4) thereof;

           and, in each such case, if the Registrar so requests or if the
           Applicable Procedures so require, an Opinion of Counsel in form
           reasonably acceptable to the Registrar to the effect that such
           exchange or transfer is in compliance with the Securities Act and
           that the restrictions on transfer contained herein and in the Private
           Placement Legend are no longer required in order to maintain
           compliance with the Securities Act.

           Upon satisfaction of the conditions of this Section 2.06(d)(ii), the
Trustee shall cancel the Definitive Notes and increase or cause to be increased
the aggregate principal amount of the Unrestricted Global Note.

     (iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted
  Global Notes. A Holder of an Unrestricted Definitive Note may exchange such
  Note for a beneficial interest in an Unrestricted Global Note or transfer such
  Definitive Notes to a Person who takes delivery thereof in the form of a
  beneficial interest in an Unrestricted Global Note at any time. Upon receipt
  of a request for such an exchange or transfer, the Trustee shall cancel the
  applicable Unrestricted Definitive Note and increase or cause to be increased
  the aggregate principal amount of one of the Unrestricted Global Notes.

                                      17
<PAGE>

          If any such exchange or transfer from a Definitive Note to a
beneficial interest is effected pursuant to subparagraphs (ii) or (iii) above at
a time when an Unrestricted Global Note has not yet been issued, the Company
shall issue and, upon receipt of an Authentication Order in accordance with
Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted
Global Notes in an aggregate principal amount equal to the principal amount of
Definitive Notes so transferred.

          (e) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.06(e), the Registrar shall register the
transfer or exchange of Definitive Notes.  Prior to such registration of
transfer or exchange, the requesting Holder shall present or surrender to the
Registrar the Definitive Notes duly endorsed or accompanied by a written
instruction of transfer in form satisfactory to the Registrar duly executed by
such Holder or by his attorney, duly authorized in writing.  In addition, the
requesting Holder shall provide any additional certifications, documents and
information, as applicable, required pursuant to the following provisions of
this Section 2.06(e).

    (i)   Restricted Definitive Notes to Restricted Definitive Notes. Any
  Restricted Definitive Note may be transferred to and registered in the name of
  Persons who take delivery thereof in the form of another Restricted Definitive
  Note if the Registrar receives the following:

          (A) if the transfer shall be made pursuant to Rule 144A under the
      Securities Act, then the transferor must deliver a certificate in the form
      of Exhibit B hereto, including the certifications in item (1) thereof; and

          (B) if the transfer shall be made pursuant to Rule 903 or Rule 904,
      then the transferor must deliver a certificate in the form of Exhibit B
      hereto, including the certifications in item (2) thereof; and

          (C) if the transfer shall be made pursuant to any other exemption from
      the registration requirements of the Securities Act, then the transferor
      must deliver a certificate in the form of Exhibit B hereto, including the
      certifications, certificates and Opinion of Counsel required by item (3)
      thereof, if applicable.

    (ii)  Restricted Definitive Notes to Unrestricted Definitive Notes. Any
  Restricted Definitive Note may be exchanged by the Holder thereof for an
  Unrestricted Definitive Note or transferred to a Person or Persons who take
  delivery thereof in the form of an Unrestricted Definitive Note if the
  Registrar receives the following:

                                      18
<PAGE>

           (A) if the Holder of such Restricted Definitive Notes proposes to
      exchange such Notes for an Unrestricted Definitive Note, a certificate
      from such Holder in the form of Exhibit C hereto, including the
      certifications in item (1)(d) thereof; or

           (B) if the Holder of such Restricted Definitive Notes proposes to
      transfer such Notes to a Person who shall take delivery thereof in the
      form of an Unrestricted Definitive Note, a certificate from such Holder in
      the form of Exhibit B hereto, including the certifications in item (5)
      thereof;

      and, in each such case, if the Registrar or the Company so requests, an
      Opinion of Counsel in form reasonably acceptable to the requesting party,
      if applicable, to the effect that such exchange or transfer is in
      compliance with the Securities Act and that the restrictions on transfer
      contained herein and in the Private Placement Legend are no longer
      required in order to maintain compliance with the Securities Act.

      (iii)  Unrestricted Definitive Notes to Unrestricted Definitive Notes.  A
  Holder of Unrestricted Definitive Notes may transfer such Notes to a Person
  who takes delivery thereof in the form of an Unrestricted Definitive Note.
  Upon receipt of a request to register such a transfer, the Registrar shall
  register the Unrestricted Definitive Notes pursuant to the instructions from
  the Holder thereof.

             (f)  Legends. The following legends shall appear on the face of all
Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

      (i)    Private Placement Legend.

             (A)  Except as permitted by subparagraph (B) below, each Global
        Note and each Definitive Note (and all Notes issued in exchange therefor
        or substitution thereof) shall bear the legend in substantially the
        following form

        "THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
      EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933,
      AS AMENDED (THE "SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD,
      PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
      APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY
      NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM
      THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY SECTION 144A
      THEREUNDER. THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF HUGHES
      ELECTRONICS CORPORATION THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED
      OR OTHERWISE TRANSFERRED, ONLY (1) IN THE UNITED STATES TO A PERSON WHOM
      THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
      DEFINED IN RULE 144A UNDER THE

                                      19
<PAGE>

      SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,
      (2) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE
      WITH RULE 904 UNDER THE SECURITIES ACT, (3) PURSUANT TO ANOTHER EXEMPTION
      FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (IF AVAILABLE) OR
      (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
      ACT AND, IN EACH OF CASES (1) THROUGH (4), IN ACCORDANCE WITH ANY
      APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
      APPLICABLE JURISDICTION, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT
      HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE
      RESALE RESTRICTIONS SET FORTH IN (A) ABOVE."

           (B)  Notwithstanding the foregoing, any Global Note or Definitive
        Note issued pursuant to subparagraphs (b)(iv), (c)(iii), (c)(iv),
        (d)(ii), (d)(iii) or (e) to this Section 2.06 (and all Notes issued in
        exchange therefor or substitution thereof) shall not bear the Private
        Placement Legend.

     (ii)  Global Note Legend.  Each Global Note shall bear a legend in
  substantially the following form:

           "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
           INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
           BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
           ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY
           MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION
           2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN
           WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
           (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
           CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS
           GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE
           PRIOR WRITTEN CONSENT OF THE COMPANY.

           UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
           DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE
           BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
           THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY
           OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
           A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS
           PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
           COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY
           OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,

                                      20
<PAGE>

          AND ANY CERTIFICATE ISSUED IN REGISTERED IN THE NAME OF CEDE & CO. OR
          SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
          DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY
          BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC). ANY TRANSFER,
          PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
          IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
          AN INTEREST HEREIN.

          (g) Cancellation or Adjustment of Global Notes.  At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
cancelled in whole and not in part, each such Global Note shall be returned to
or retained and cancelled by the Trustee in accordance with Section 2.11 hereof.
At any time prior to such cancellation, if any beneficial interest in a Global
Note is exchanged for or transferred to a Person who shall take delivery thereof
in the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who shall take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

          (h) General Provisions Relating to Transfers and Exchanges.

     (i)   To permit registrations of transfers and exchanges, the Company shall
  execute and the Trustee shall authenticate Global Notes and Definitive Notes
  upon the Company's order or at the Registrar's request, in each case in
  accordance with the provisions of Section 2.02 hereof.

     (ii)  No service charge shall be made to a holder of a beneficial interest
  in a Global Note or to a Holder of a Definitive Note for any registration of
  transfer or exchange, but the Company may require payment of a sum sufficient
  to cover any transfer tax or similar governmental charge payable in connection
  therewith (other than any such transfer taxes or similar governmental charge
  payable upon exchange or transfer pursuant to Sections 2.10, 3.06 and 9.05
  hereof).

     (iii) The Registrar shall not be required to register the transfer of or
  exchange any Note selected for redemption in whole or in part, except the
  unredeemed portion of any Note being redeemed in part.

     (iv)  All Global Notes and Definitive Notes issued upon any registration of
  transfer or exchange of Global Notes or Definitive Notes shall be the valid
  obligations of the Company,

                                      21
<PAGE>

  evidencing the same debt, and entitled to the same benefits under this
  Indenture, as the Global Notes or Definitive Notes surrendered upon such
  registration of transfer or exchange.

     (v)   Neither the Company nor the Trustee shall be required (A) to issue,
  to register the transfer of or to exchange any Notes during a period beginning
  at the opening of business 15 days before the day of mailing of a notice of
  redemption of Notes under Section 3.02 hereof and ending at the close of
  business on the day of such mailing, (B) to register the transfer of or to
  exchange any Note so selected for redemption in whole or in part, except the
  unredeemed portion of any Note being redeemed in part or (C) to register the
  transfer of or to exchange a Note between a record date and the next
  succeeding interest payment date.

     (vi)  Prior to due presentment for the registration of a transfer of any
  Note, the Trustee, any Agent and the Company may deem and treat the Person in
  whose name any Note is registered as the absolute owner of such Note for the
  purpose of receiving payment of principal of and interest on such Notes and
  for all other purposes, and none of the Trustee, any Agent or the Company
  shall be affected by notice to the contrary.

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

Section 2.07.  Replacement Notes.

           (a) If any mutilated Note is surrendered to the Trustee or the
Company and the Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Note, the Company shall issue and the Trustee,
upon receipt of an Authentication Order, shall authenticate a replacement Note
if the Trustee's requirements are met. An indemnity bond must be supplied by the
Holder that is sufficient in the judgment of the Trustee and the Company to
protect the Company, the Trustee, any Agent and any authenticating agent from
any loss that any of them may suffer if a Note is replaced. The Company may
charge for its expenses in replacing a Note.

          (b)  Every replacement Note is an additional obligation of the Company
and shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.

Section 2.08.  Outstanding Notes.

          (a)  The Notes outstanding at any time are all the Notes authenticated
by the Trustee except for those cancelled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a
Note does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note; provided, however, that Notes held by the Company or a
Subsidiary of the Company shall not be deemed to be outstanding for purposes of
Section 3.07 hereof.

                                      22
<PAGE>

          (b)  If a Note is replaced pursuant to Section 2.07 hereof, it ceases
to be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

          (c)  If the principal amount of any Note is considered paid under
Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to
accrue.

          (d)  If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest.

Section 2.09.  Treasury Notes.

          In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company, shall be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes that a Responsible Officer of the Trustee actually knows are so owned
shall be so disregarded.

Section 2.10.  Temporary Notes.

          Until certificates representing Notes are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
shall authenticate temporary Notes. Notes shall be substantially in the form of
certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as shall be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company shall prepare and the Trustee
shall authenticate definitive Notes in exchange for temporary Notes.

          Holders of temporary Notes shall be entitled to all of the benefits of
this Indenture.

Section 2.11.  Cancellation.

          The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee, upon direction by the Company, and no one else shall cancel all Notes
surrendered for registration of transfer, exchange, payment, replacement or
cancellation and shall dispose of such cancelled Notes in accordance with its
customary practices (subject to the record retention requirements of the
Exchange Act). The Company may not issue new Notes to replace Notes that it has
paid or that have been delivered to the Trustee for cancellation.

                                      23
<PAGE>

Section 2.12.  CUSIP Numbers.

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

                                  ARTICLE 3.
                           REDEMPTION AND PREPAYMENT

Section 3.01.  Notices to Trustee.

          If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee,
at least 30 days but not more than 45 days before a redemption date, an
Officers' Certificate setting forth (i) the clause of this Indenture pursuant to
which the redemption shall occur, (ii) the redemption date, (iii) the principal
amount of Notes to be redeemed and (iv) the redemption price.

Section 3.02.  Selection of Notes to Be Redeemed.

          If less than all of the Notes are to be redeemed in a redemption at
any time, the Trustee shall select the Notes to be redeemed among the Holders of
the Notes on a pro rata basis, by lot or in accordance with any other method the
Trustee considers fair and appropriate in accordance with methods generally used
at the time of selection by fiduciaries in similar circumstances.

          The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of $1,000 or whole multiples of $1,000;
except that if all of the Notes of a Holder are to be redeemed, the entire
outstanding amount of Notes held by such Holder, even if not a multiple of
$1,000, shall be redeemed. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

Section 3.03.  Notice of Redemption.

          Subject to the provisions of Section 3.07 hereof, at least 15 days but
not more than 45 days before a redemption date, the Company shall mail or cause
to be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address.

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

                                      24
<PAGE>

     (a)  the CUSIP number;

     (b)  the redemption date;

     (c)  the redemption price;

     (d)  if any 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 Note, a new Note or Notes in principal amount equal to the
unredeemed portion shall be issued upon cancellation of the original Note;

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

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

     (g)  that, unless the Company defaults in making such redemption payment,
interest on Notes called for redemption ceases to accrue on and after the
redemption date;

     (h)  the paragraph of the Notes or Section of this Indenture pursuant to
which the Notes called for redemption are being redeemed; and

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

          At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall have delivered to the Trustee, at least 45 days, or such shorter
period allowed by the Trustee, prior to the redemption date, an Officers'
Certificate requesting that the Trustee give such notice and setting forth the
information to be stated in such notice as provided in the preceding paragraph.

Section 3.04.  Effect of Notice of Redemption.

          Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price.  A notice of redemption may not be
conditional.

Section 3.05.  Deposit of Redemption Price.

          Prior to 10:00 a.m., New York City time, on the redemption date, the
Company shall deposit with the Trustee or with the Paying Agent money sufficient
to pay the redemption price of and accrued interest on all Notes to be redeemed
on that date. The Trustee or the Paying Agent shall promptly return to the
Company any money deposited with the Trustee or the Paying Agent by the Company
in excess of the amounts necessary to pay the redemption price of, and accrued
interest on, all Notes to be redeemed.

                                      25
<PAGE>

          If the Company complies with the provisions of the preceding
paragraph, on and after the redemption date, interest shall cease to accrue on
the Notes or the portions of Notes called for redemption. If a Note is redeemed
on or after an interest record date but on or prior to the related interest
payment date, then any accrued and unpaid interest shall be paid to the Person
in whose name such Note was registered at the close of business on such record
date. If any Note called for redemption shall not be so paid upon surrender for
redemption because of the failure of the Company to comply with the preceding
paragraph, interest shall be paid on the unpaid principal from the redemption
date until such principal is paid, and to the extent lawful on any interest not
paid on such unpaid principal, in each case at the rate provided in the Notes
and in Section 4.01 hereof.

Section 3.06.  Notes Redeemed in Part.

          Upon surrender of a Note that is redeemed in part, the Company shall
issue and, upon the Company's written request, the Trustee shall authenticate
for the Holder at the expense of the Company a new Note equal in principal
amount to the unredeemed portion of the Note surrendered.

Section 3.07.  Optional Redemption.

     (a)  The Company may, at its option, redeem the Notes, in whole or in part,
on any interest payment date upon not less than 15 nor more than 45 days' prior
notice mailed to the Holders of the Notes to be redeemed. The redemption price
shall be equal to the sum of the present values of the remaining scheduled
payments of principal and interest on the Notes to be redeemed, determined as
described in subparagraph (b) below, that would be due after the related
redemption date but for such redemption, discounted to the redemption date on a
quarterly basis (on the basis of a 360-day year and the actual number of days
elapsed) at LIBOR, as described in subparagraph (b) below, plus the Make-Whole
Spread.

     (b)  For purposes of this calculation (i) the remaining scheduled payments
of interest will be based upon LIBOR, as described below, plus the Applicable
Spread which would have been in effect on the date of redemption and (ii) LIBOR
will be LIBOR in effect on the second London Business Day preceding the
redemption date, except that LIBOR will be representative of deposits in United
States dollars equal to the number of months remaining to maturity as of the
redemption date.

                                  ARTICLE 4.
                                   COVENANTS

Section 4.01.  Payment of Notes.

          (a)  The Company shall pay or cause to be paid the principal of,
premium, if any, and interest on the Notes on the dates and in the manner
provided in the Notes. Principal, premium, if any, and interest shall be
considered paid on the date due if the Paying Agent (if other than the Company
or a Subsidiary thereof), holds as of 10:00 a.m., Eastern Time, on the due date
money deposited by the Company in immediately available funds and designated for
and sufficient to pay all principal, premium, if any, and interest then due.

                                      26
<PAGE>

          (b)  The Company shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue principal at the rate
equal to 1% per annum in excess of the then applicable interest rate on the
Notes to the extent lawful; it shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest (without regard to any applicable grace period) at the same rate to the
extent lawful.

Section 4.02.  Maintenance of Office or Agency.

          (a)  The Company shall maintain in the Borough of Manhattan, The City
of New York, an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee, Registrar or co-registrar) where Notes may be
surrendered for registration of transfer or for exchange and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be
served. The Company shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company 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.

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

          (c)  The Company hereby designates the Corporate Trust Office of the
Trustee as one such office or agency of the Company in accordance with Section
2.03.

Section 4.03.  Reports.

     (a)  Whether or not the Company is required to do so by the rules and
regulations of the Commission, so long as any Notes are outstanding, the Company
shall furnish to the Trustee on behalf of the Holders of the Notes (i) all
quarterly and annual financial and other information with respect to the Company
and its consolidated Subsidiaries that would be required to be contained in a
filing with the Commission on Forms 10-Q and 10-K if the Company were required
to file such forms, including a "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and, with respect to the annual
information only, a report thereon by the Company's certified independent
accountants, and (ii) all current reports that would be required to be filed
with the Commission on Form 8-K if the Company were required to file such
reports, in each case, within 15 days following the time periods specified in
the SEC's rules and regulations.

                                      27
<PAGE>

     (b)  For so long as any Notes remain outstanding, the Company shall furnish
to the Holders and to securities analysts and prospective investors, upon their
request, the information required to be delivered pursuant to Rule 144(d)(4)
under the Securities Act.

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

Section 4.04.  Compliance Certificate.

     (a)  The Company shall deliver to the Trustee, as promptly as practicable
after each March 1, 2000 and September 1, 2000, and in any event prior to April
1, 2000 or October 1, 2000, respectively, an Officers' Certificate stating that
a review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company has kept, observed,
performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of
his or her knowledge the Company has kept, observed, performed and fulfilled
each and every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions of this
Indenture (or, if a Default or Event of Default shall have occurred, describing
all such Defaults or Events of Default of which such officers may have knowledge
and what action the Company is taking or proposes to take with respect thereto)
and that to the best of his or her knowledge no event has occurred and remains
in existence by reason of which payments on account of the principal of or
interest, if any, on the Notes is prohibited or if such event has occurred, a
description of the event and what action the Company is taking or proposes to
take with respect thereto.

     (b)  So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03(a) above shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article 4 or Article 5 hereof or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

     (c)  The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee, forthwith upon any Officer becoming aware of any Default
or Event of Default, an Officers' Certificate specifying such Default or Event
of Default and what action the Company is taking or proposes to take with
respect thereto.

                                      28
<PAGE>

Section 4.05.  Taxes.

          The Company shall pay, and shall cause each of its Subsidiaries to
pay, prior to delinquency, all material taxes, assessments, and governmental
levies except such as are contested in good faith and by appropriate proceedings
or where the failure to effect such payment is not adverse in any material
respect to the Holders of the Notes.

Section 4.06.  Liens.

          The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, issue, incur, guarantee or assume any
Debt secured by a Lien upon any property or assets of the Company or any of its
Restricted Subsidiaries or upon any shares of stock or indebtedness of any
Restricted Subsidiary (whether such property, assets, shares of stock or
indebtedness are now owned or hereafter acquired), without in any such case
effectively providing concurrently with the issuance, incurrence, guarantee or
assumption of any such Debt that the Notes (together, if the Company so elects,
with any other indebtedness of the Company or the Restricted Subsidiary ranking
equally with or senior to the Notes then existing or later created) will be
secured equally and ratably with such Debt.

          The foregoing restriction does not, however, apply if the aggregate
amount of Debt that the Company or any Restricted Subsidiary issues, incurs,
guarantees or assumes and so secures by Liens, together with (1) all other Debt
of the Company and its Restricted Subsidiaries which (if originally issued,
incurred, guaranteed or assumed at such time) would otherwise be subject to the
foregoing restrictions, but not including Debt permitted to be secured under
clauses (a) through (g) of the immediately following paragraph and not including
Permitted Receivables Financings, and (2) all Attributable Debt of the Company
and its Restricted Subsidiaries in respect of sale and lease-back transactions,
does not at the time exceed 15% of Consolidated Net Tangible Assets as shown on
the consolidated financial statements for June 30, 1999.

          In addition, the covenant described in the first paragraph above does
not apply to:

          (a)  Liens existing on the date of the Indenture;

          (b)  Liens on property, assets, shares of stock or indebtedness of any
corporation or other entity existing at the time (1) that the corporation or
other entity becomes a Restricted Subsidiary or (2) of a sale, lease or other
disposition of all or substantially all of the properties of the corporation or
other entity to the Company or a Restricted Subsidiary;

          (c)  Liens on property that exist at the time the Company or a
Restricted Subsidiary acquires the property; or Liens to secure (1) the payment
of all or part of the purchase price of such property when the Company or a
Restricted Subsidiary acquires it; (2) any Debt incurred prior to, at the time
of, or within 180 days after, the later of the date of acquisition of such
property and the date such property is placed in service for the purpose of
financing all or any part of its purchase price, or (3) any Debt incurred for
the purpose of financing the Company's or a Restricted Subsidiary's cost of
improvements to such acquired property; provided, however, that for purposes of
this clause (b), (x) a satellite will be treated as a newly-acquired asset as of
the date it is placed in service and (y) any satellite transponder acquired

                                      29
<PAGE>

through the exercise of an early buy-out option will be treated as a newly-
acquired asset as of the date such option is exercised;

          (d)  Liens securing a Restricted Subsidiary's Debt to the Company or
to another Subsidiary;

          (e)  Liens on property of a corporation or other entity existing at
the time such corporation or other entity is merged or consolidated with the
Company or a Restricted Subsidiary (in accordance with Section 5.01) or at the
time of a sale, lease or other disposition of the properties of a corporation or
other entity as an entirety or substantially as an entirety to the Company or a
Restricted Subsidiary;

          (f)  Liens on property of the Company or a Restricted Subsidiary in
favor of:

               (1)  the United States or any State;

               (2)  any department, agency or instrumentality or political
          subdivision of the United States or any State;

               (3)  any other country, or any political subdivision of any other
          country, in connection with financing arrangements between the Company
          or a Restricted Subsidiary and any of the foregoing governmental
          bodies or agencies, to the extent that Liens are required by the
          governmental programs under which those financing arrangements are
          made, to secure partial, progress, advance or other payments under any
          contract or statute or to secure any indebtedness incurred for the
          purpose of financing all or part of the purchase price or the cost of
          construction of the property subject to such Liens; and

          (g)  Any extension, renewal or replacement (or successive extensions,
renewals or replacements), in whole or in part, of any Lien referred to in the
foregoing clauses (a) through (f), as long as (1) the principal amount of Debt
secured by any such Lien does not exceed the principal amount of Debt so secured
at the time of such extension, renewal or replacement and (2) the extension,
renewal or replacement is limited to all or a part of the property (including
the improvements) that secured the Lien being extended, renewed or replaced.

Section 4.07.  Corporate Existence.

          Subject to Article 5 hereof, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect (i) its
corporate existence, and the corporate, partnership or other existence of each
of its Restricted Subsidiaries, in accordance with the respective organizational
documents (as the same may be amended from time to time) of the Company or any
such Restricted Subsidiary and (ii) the rights (charter and statutory), licenses
and franchises of the Company and its Restricted Subsidiaries; provided,
however, that the Company shall not be required to preserve any such right,
license or franchise, or the corporate, partnership or other existence of any of
its Restricted Subsidiaries, if the Board of

                                      30
<PAGE>

Directors shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Company and its Restricted Subsidiaries,
taken as a whole.

Section 4.08.  Sale and Leaseback Transactions

          The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, enter into any arrangement with any Person in which the Company
or a Restricted Subsidiary leases from such Person any property or assets that
(1) the Company or the Restricted Subsidiary owns on the date that the Initial
Notes are originally issued and (2) the Company or the Restricted Subsidiary has
sold or will sell to such Person (except for (x) leases existing on the date of
the Indenture, (y) temporary leases having a maximum term of three years and (z)
leases between the Company and a Restricted Subsidiary or between Restricted
Subsidiaries), unless either:

          (a)  the Company or the Restricted Subsidiary could, under the Section
4.06 issue, incur, guarantee, assume, extend, renew or replace Debt secured by a
Lien on the property or assets equal in amount to the Attributable Debt in
respect of such sale and lease-back arrangement without equally and ratably
securing the Notes; however, on and after the date that the sale and lease-back
arrangement becomes effective, the Attributable Debt in respect of such sale and
lease-back arrangement would be deemed for all purposes under Section 4.06 and
this Section 4.08 to be Debt subject to the provisions of Section 4.06 hereof
(which provisions include the exceptions set forth in clauses (a) through (g) of
Section 4.06), or

         (b)   within 180 days of the effective date of the sale and lease-back
arrangement, the Company applies a cash amount equal to the Attributable Debt in
respect of the arrangement to the retirement (other than any mandatory
retirement or by way of payment at maturity) of Debt of the Company or any
Restricted Subsidiary (other than Debt owed by the Company to any Restricted
Subsidiary or Debt owed by any Restricted Subsidiary to the Company) that, or is
extendible or renewable at the borrower's option, to a date more than twelve
months after the date of the creation of such Debt.

Section 4.09.  Repurchase.

          Upon the occurrence of a DTV Sale Event, each Holder of the Notes will
have the right to require that the Company repurchase all, but not less than
all, of such Holder's Notes at a purchase price in cash equal to 100% of the
principal amount thereof plus accrued and unpaid interest, if any, to the date
of repurchase (such date, the "Repurchase Date") in accordance with the
provisions of the next paragraph.

          Within 10 calendar days following any DTV Sale Event, the Company will
mail a notice (a "DTV Sale Notice") to each Holder with a copy to the Trustee
stating (i) that a DTV Sale Event has occurred and that such Holder has the
right to require the Company to purchase all, but not less than all, of such
Holder's Notes at a price in cash equal to 100% of the principal amount thereof
plus accrued and unpaid interest, if any, to the Repurchase Date, (ii) that
unless the Company defaults in making payment therefor, any Note accepted for
repurchase pursuant to this offer will cease to accrue interest after the
Repurchase Date, (iii) the circumstances and

                                      31
<PAGE>

relevant facts regarding such DTV Sale Event, (iv) the Repurchase Date (which
shall be no earlier than 15 nor later than 20 New York Business Days from the
date the DTV Sale Notice is mailed), (v) that a Holder electing to have a Note
purchased pursuant to such offer must notify the Company of his intention to
exercise such right no later than 12:00 noon New York City Time on the fifth New
York Business day preceding the Repurchase Date by surrendering the Note, with
the form entitled "Option of Holder to Elect Purchase" on the reverse side of
the Note completed, to the Paying Agent at the address specified in the notice
and (vi) that Holders will be entitled to withdraw their election if the Paying
Agent receives, not later than the third New York Business Day prior to the
Repurchase Date, a facsimile transmission or letter setting forth the name of
the Holder, the principal amount of Notes delivered for purchase and a statement
that such Holder is withdrawing his election to have such Notes purchased.

          Hughes shall comply with all applicable federal and state securities
laws in connection with each DTV Sale Notice sent in connection with a
repurchase under the circumstances described above.

          On or before the Repurchase Date, the Company shall (i) accept for
payment Notes tendered pursuant to the DTV Sale Event offer, (ii) deposit with
the Paying Agent money sufficient to pay the purchase price of all Notes so
tendered and (iii) deliver to the Paying Agent Notes so accepted together with
an Officers' Certificate stating the Notes are being purchased by the Company.
The Paying Agent shall promptly mail to the Holders of Notes so accepted payment
in an amount equal to the purchase price.  If any Holder has withdrawn their
election, their notes shall be promptly mailed by the Paying Agent to the Holder
thereof.


                                  ARTICLE 5.
                                  SUCCESSORS

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

          The Company shall not consolidate or merge with or into another Person
(whether or not the Company is the surviving corporation), or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of its
properties or assets in one or more related transactions, to another Person
unless (a) the Company is the surviving corporation or the Person formed by or
surviving any such consolidation or merger (if other than the Company) or to
which such sale, assignment, transfer, lease, conveyance or other disposition
shall have been made (the "Successor Company") is a corporation organized or
existing under the laws of the United States, any state thereof or the District
of Columbia, (b) the entity or Person formed by or surviving any such
consolidation or merger (if other than the Company) or the Successor Company
assumes all the obligations of the Company under the Notes and this Indenture
pursuant to a supplemental indenture in a form reasonably satisfactory to the
Trustee, and (c) immediately after such transaction, no Default or Event of
Default exists.

Section 5.02.  Successor Corporation Substituted.

          Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in

                                      32
<PAGE>

accordance with Section 5.01 hereof, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition is made shall
succeed to, and be substituted for (so that from and after the date of such
consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor corporation and not to the Company), and may exercise every right
and power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; provided, however, that
the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Notes except in the case of a sale of all of
the Company's assets that meets the requirements of Section 5.01 hereof.

                                  ARTICLE 6.
                             DEFAULTS AND REMEDIES

Section 6.01.  Events of Default.

          An "Event of Default" occurs if:

     (a)  the Company defaults in the payment when due of any installment of
interest on the Notes, and such default continues for a period of 30 days;

     (b)  the Company defaults in the payment, when due, of the principal of
(and premium, if any, on) the Notes (whether at maturity, upon redemption, upon
acceleration or otherwise);

     (c)  the Company fails to perform or observe any other term, covenant or
agreement contained herein for a period of 90 days after written notice as
provided herein;

     (d)  the default by the Company or by any Restricted Subsidiary on
principal of, or interest on, any Debt which default has resulted in
acceleration of any portion of such Debt and the aggregate amount of such Debt
accelerated is equal to or in excess of $75 million;

     (e)  the Company or any of its Restricted Subsidiaries or any group of
Subsidiaries that, taken as a whole, would constitute a Restricted Subsidiary,
pursuant to or within the meaning of Bankruptcy Law:

          (i)   commences a voluntary case,

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

          (iii) consents to the appointment of a Custodian of it or for all or
                substantially all of its property,

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

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

                                      33
<PAGE>

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

          (i)   is for relief against the Company or any of its Restricted
                Subsidiaries or any group of Subsidiaries that, taken as a
                whole, would constitute a Restricted Subsidiary in an
                involuntary case; or

          (ii)  appoints a Custodian of the Company or any of its Restricted
                Subsidiaries or any group of Subsidiaries that, taken as a
                whole, would constitute a Restricted Subsidiary or for all or
                substantially all of the property of the Company or any of its
                Restricted Subsidiaries or any group of Subsidiaries that, taken
                as a whole, would constitute a Restricted Subsidiary; or

          (iii) orders the liquidation of the Company or any of its Restricted
                Subsidiaries or any group of Subsidiaries that, taken as a
                whole, would constitute a Restricted Subsidiary;

     and the order or decree remains unstayed and in effect for 60 consecutive
days.

Section 6.02.  Acceleration.

          If any Event of Default other than an Event of Default specified in
Section 6.01(e) or (f), occurs and is continuing, the Trustee or the Holders of
at least 25% in principal amount of the then outstanding Notes within 10 days
after notice to the Company may declare the principal amount of the Notes to be
due and payable immediately, together with interest, if any, accrued thereon.
If an Event of Default specified in Section 6.01(e) or (f) occurs, the principal
of the Notes, together with interest, if any, shall ipso facto be due and
payable without any declaration or other act on the part of the Trustee or any
Holder.  The Holders of a majority in aggregate principal amount of the Notes
then outstanding by written notice to the Trustee may on behalf of all of the
Holders rescind an acceleration and its consequences if the rescission would not
conflict with any judgment or decree and if all existing Events of Default
(except nonpayment of principal, interest or premium that has become due solely
because of the acceleration) have been cured or waived. No such rescission shall
affect any subsequent Default or impair any right consequent thereto.

Section 6.03.  Other Remedies.

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

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

                                      34
<PAGE>

          For purposes of this Section 6.03, the Trustee is hereby designated as
attorney-in-fact for the Holders.

Section 6.04.  Waiver of Past Defaults.

          Holders of not less than a majority in aggregate principal amount of
the Notes then outstanding by notice to the Trustee may, on behalf of the
Holders of all of the Notes, waive an existing Default or Event of Default and
its consequences hereunder, except a continuing Default or Event of Default in
the payment of the principal of, premium, if any, or interest on, the Notes
(provided, however, that the Holders of a majority in aggregate principal amount
of the then outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration).
Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.

Section 6.05.  Control by Majority.

          Holders of a majority in principal amount of the then outstanding
Notes may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power
conferred on it.  However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture that the Trustee determines may be unduly
prejudicial to the rights of other Holders of Notes or that may involve the
Trustee in personal liability.

Section 6.06.  Limitation on Suits.

          A Holder of a Note may pursue a remedy with respect to this Indenture
or the Notes (other than actions for payment of overdue principal of interest)
only if:

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

          (b)  the Holders of at least 25% in principal amount of the then
outstanding Notes make a written request to the Trustee to pursue the remedy;

          (c)  such Holder of a Note or Holders of Notes offer and, if
requested, provide to the Trustee indemnity satisfactory to the Trustee against
any loss, liability or expense;

          (d)  the Trustee does not comply with the request within 60 days after
receipt of the request and the offer and, if requested, the provision of
indemnity; and

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

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

                                      35
<PAGE>

Section 6.07.  Rights of Holders of Notes to Receive Payment.

          Notwithstanding any other provision of this Indenture, the right of
any Holder of a Note to receive payment of principal, premium, if any, and
interest on the Note, on or after the respective due dates expressed in the
Note, or to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such
Holder.

Section 6.08.  Collection Suit by Trustee.

          If an Event of Default specified in Section 6.01(a) or (b) occurs and
is continuing, the Trustee is authorized to recover judgment in its own name and
as trustee of an express trust against the Company for the whole amount of
principal of, premium, if any, and interest remaining unpaid on the Notes and
interest on overdue principal and, to the extent lawful, interest and such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

Section 6.09.  Trustee May File Proofs of Claim.

          The Trustee is authorized to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof.  To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise.  Nothing herein contained shall
be deemed to authorize the Trustee to authorize or consent to or accept or adopt
on behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10.  Priorities.

          If the Trustee collects any money pursuant to this Article, it shall
pay out the money in the following order:

                                      36
<PAGE>

          First:  to the Trustee, its agents and attorneys for amounts due under
Section 7.07 hereof, including payment of all compensation, expense and
liabilities incurred, and all advances made, by the Trustee and the costs and
expenses of collection;

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

          Third:  to the Company or to such party as a court of competent
jurisdiction shall direct.

          The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

Section 6.11.  Undertaking for Costs.

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

                                   ARTICLE 7.
                                    TRUSTEE

Section 7.01.  Duties of Trustee.

     (a)  If an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in its exercise, as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs.

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

     (i)  the duties of the Trustee shall be determined solely by the express
          provisions of this Indenture and the Trustee need perform only those
          duties that are specifically set forth in this Indenture and no
          others, and no implied covenants or obligations shall be read into
          this Indenture against the Trustee; and

     (ii) in the absence of bad faith on its part, the Trustee may conclusively
          rely, as to the truth of the statements and the correctness of the
          opinions expressed therein, upon certificates or opinions furnished to
          the Trustee and conforming to the requirements of this Indenture.
          However, in the case of any opinions or

                                      37
<PAGE>

           certificates specifically required to be furnished to the Trustee
           pursuant to the terms of this Indenture the Trustee shall examine the
           certificates and opinions to determine whether or not they conform to
           the requirements of this Indenture (but need not confirm or
           investigate the accuracy of mathematical calculations or other facts
           stated therein).

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

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

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

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

     (d)   Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b), (c), (e) and (f) of this Section and Section 7.02.

     (e)   No provision of this Indenture shall require the Trustee to expend or
risk its own funds or incur any liability.  The Trustee shall be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

     (f)   The Trustee shall not be liable for interest on any money received by
it except as the Trustee may agree in writing with the Company.  Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

Section 7.02.  Rights of Trustee.

     (a)   The Trustee may conclusively rely upon any document believed by it to
be genuine and to have been signed or presented by the proper Person.  The
Trustee need not investigate any fact or matter stated in the document.

     (b)   Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both.  The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel.  The Trustee may consult with
counsel of its selection and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection from liability
in respect of any action taken, suffered or omitted by it hereunder in good
faith and in reliance thereon.

                                      38
<PAGE>

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

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

     (e) Unless otherwise specifically provided in this Indenture, any demand,
request, direction or notice from the Company shall be sufficient if signed by
an Officer of the Company.

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

     (g) The Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent or attorney
at the sole cost of the Company and shall incur no liability or additional
liability of any kind by reason of such inquiry or investigation.

     (h) The Trustee shall not be deemed to have notice of any Default or Event
of Default unless a Responsible Officer of the Trustee 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 Securities and this Indenture.

     (i) The rights, privileges, protections, immunities and benefits given to
the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and to each agent, custodian and other Person employed to act
hereunder.

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 Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee.  However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as trustee or resign.  Any Agent may do the same with
like rights and duties.  The Trustee is also subject to Sections 7.10 and 7.11
hereof.

                                      39
<PAGE>

Section 7.04.  Trustee's Disclaimer.

          The Trustee shall not be responsible for and makes no representation
as to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

Section 7.05.  Notice of Defaults.

          If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after it occurs.  Except in the case
of a Default or Event of Default in payment of principal of, premium, if any, or
interest on any Note, the Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding
the notice is in the interests of the Holders of the Notes.

Section 7.06.  Reports by Trustee to Holders of the Notes.

          Within 60 days after each May 15 beginning with May 15, 2000, and for
so long as Notes remain outstanding, the Trustee shall mail to the Holders of
the Notes a brief report dated as of such reporting date that complies with TIA
(S) 313(a) (but if no event described in TIA (S) 313(a) has occurred within the
twelve months preceding the reporting date, no report need be transmitted).  The
Trustee also shall comply with TIA (S) 313(b)(2).  The Trustee shall also
transmit by mail all reports as required by TIA (S) 313(c).

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

Section 7.07.  Compensation and Indemnity.

          The Company shall pay to the Trustee from time to time such
compensation as shall be agreed in writing for its acceptance of this Indenture
and services hereunder.  The Trustee's compensation shall not be limited by any
law on compensation of a trustee of an express trust.  The Company shall
reimburse the Trustee promptly upon request for all reasonable disbursements,
advances and expenses incurred or made by it in addition to the compensation for
its services.  Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee's agents and counsel.

          The Company shall indemnify each of the Trustee and any predecessor
Trustee against any and all losses, liabilities, damages, claims or expenses,
including taxes (other than taxes based on the income of the Trustee), incurred
by it arising out of or in connection with the

                                      40
<PAGE>

acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company (including
this Section 7.07) and defending itself against any claim (whether asserted by
the Company or any Holder or any other person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent any such loss, liability or expense or a portion thereof may be
attributable to its negligence or bad faith. The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Company shall not relieve the Company of its
obligations hereunder. The Company shall defend the claim and the Trustee shall
cooperate in the defense. The Trustee may have separate counsel and the Company
shall pay the reasonable fees and expenses of such counsel. The Company need not
pay for any settlement made without its consent, which consent shall not be
unreasonably withheld. The Company need not reimburse any expense or indemnify
against any loss, liability or expense incurred by the Trustee through the
Trustee's own willful misconduct, negligence or bad faith.

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

          To secure the Company's payment obligations in this Section, the
Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes.  Such Lien shall survive the satisfaction and
discharge of this Indenture.

          When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(e) or (f) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

          The Trustee shall comply with the provisions of TIA (S) 313(b)(2) to
the extent applicable.

Section 7.08.  Replacement of Trustee.

          A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section.

          The Trustee may resign in writing at any time and be discharged from
the trust hereby created by so notifying the Company.  The Holders of Notes of a
majority in principal amount of the then outstanding Notes may remove the
Trustee by so notifying the Trustee and the Company in writing.  The Company may
remove the Trustee if:

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

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

     (c)  a Custodian or public officer takes charge of the Trustee or its
property; or

                                      41
<PAGE>

     (d)  the Trustee otherwise becomes incapable of acting.

          If the Trustee resigns or is removed by the Company or by the Holders
and such Holders do not reasonably promptly appoint a successor Trustee, or if a
vacancy exists in the office of Trustee for any reason, the Company shall
promptly appoint a successor Trustee.

          If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of Notes of at least 10% in principal amount of the then outstanding
Notes may petition, at the expense of the Company, any court of competent
jurisdiction for the appointment of a successor Trustee.

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

          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company.  Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture.  The successor Trustee shall mail a notice of its
succession to Holders of the Notes.  Subject to the Lien provided for in Section
7.07 hereof, the retiring Trustee shall promptly transfer all property held by
it as Trustee to the successor Trustee; provided, however, that all sums owing
to the Trustee hereunder shall have been paid. Notwithstanding replacement of
the Trustee pursuant to this Section 7.08, the Company's obligations under
Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

Section 7.09.  Successor Trustee by Merger, etc.

          If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another corporation,
the successor corporation without any further act shall be the successor
Trustee.

          In case at the time such successor or successors by merger, conversion
or consolidation to the Trustee shall succeed to the trust 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 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.

          There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $10 million
as set forth in its most recent published annual report of condition.

                                      42
<PAGE>

          This Indenture shall always have a Trustee who satisfies the
requirements of TIA (S) 310(a)(1), (2) and (5).  The Trustee is subject to TIA
(S) 310(b).

Section 7.11.  Preferential Collection of Claims Against Company.

          The Trustee is subject to TIA (S) 311(a), excluding any creditor
relationship listed in TIA (S) 311(b).  A Trustee who has resigned or been
removed shall be subject to TIA (S) 311(a) to the extent indicated therein.

Section 7.12.  Calculation Agent.

          The Company appoints The Bank of New York to acts as Calculation Agent
and The Bank of New York accepts its obligations set forth herein and in the
Notes upon the terms and conditions hereof and thereof, and subject to the terms
of the Calculation Agency Agreement dated the date hereof, between the Company
and the Calculation Agent.  The Company shall, so long as any of the Notes
remain outstanding, maintain under appointment a Calculation Agent to calculate
the rate of interest payable on the Notes in respect of each Interest Period.
If the Calculation Agent is unable or unwilling to continue to act as such, or
if the Calculation Agent fails to establish the applicable rate of interest for
any Interest Period, or if the Company removes the Calculation Agent, the
Company shall appoint the office of another bank to act as the Calculation
Agent; provided, however, that the Calculation Agent shall not resign or be
removed until acceptance of an appointment by a successor as evidenced by
execution of an instrument accepting such appointment.

                                  ARTICLE 8.
                   LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01.  Option to Effect Legal Defeasance or Covenant Defeasance.

          The Company may, at the option of its Board of Directors evidenced by
a resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article Eight.

Section 8.02.  Legal Defeasance and Discharge.

          Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes on the
date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance").  For this purpose, Legal Defeasance means that the Company shall
be deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be "outstanding" only for
the purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Notes and this Indenture (and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder:

                                      43
<PAGE>

          (a) the rights of Holders of outstanding Notes to receive solely from
the trust fund described in Section 8.04 hereof, and as more fully set forth in
such Section, payments in respect of the principal of, premium, if any, and
interest, if any, on such Notes when such payments are due,

          (b) the Company's obligations with respect to such Notes under Article
2 and Section 4.02 hereof,

          (c) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and the Company's obligations in connection therewith and

          (d) this Article Eight.

          Subject to compliance with this Article Eight, the Company may
exercise its option under this Section 8.02 notwithstanding the prior exercise
of its option under Section 8.03 hereof.

Section 8.03.  Covenant Defeasance.

          Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from its
obligations under the covenants contained in Sections 4.03 through 4.09, hereof
with respect to the outstanding Notes on and after the date the conditions set
forth in Section 8.04 are satisfied (hereinafter, "Covenant Defeasance"), and
the Notes shall thereafter be deemed not "outstanding" for the purposes of any
direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes).  For this purpose, Covenant Defeasance means that, with respect to
the outstanding Notes, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section 6.01
hereof, but, except as specified above, the remainder of this Indenture and such
Notes shall be unaffected thereby.  In addition, upon the Company's exercise
under Section 8.01 hereof of the option applicable to this Section 8.03 hereof,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
Sections 6.01(c) through 6.01(f) hereof shall not constitute Events of Default.

Section 8.04.  Conditions to Legal or Covenant Defeasance.

          The following shall be the conditions to the application of either
Section 8.02 or 8.03 hereof to the outstanding Notes.  In order to exercise
either Legal Defeasance or Covenant Defeasance:

     (a)  the Company must irrevocably deposit with the Trustee, in trust, for
the benefit of the Holders, cash in United States dollars, non-callable
Government Securities, or a combination

                                      44
<PAGE>

thereof, in such amounts as shall be sufficient without any further reinvestment
thereof, in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, premium, if any, and interest, if any, on
the outstanding Notes on the stated date for payment thereof or on the
applicable redemption date, as the case may be, and the Company must specify
whether the Notes are being defeased to maturity or to a particular redemption
date;

     (b) in the case of an election under Section 8.02 hereof, the Company shall
have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that (i) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (ii) since the date of this Indenture, there has been a change in the
applicable federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders of the
outstanding Notes shall not recognize income, gain or loss for federal income
tax purposes as a result of such Legal Defeasance and shall be subject to
federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such Legal Defeasance had not occurred;

     (c) in the case of an election under Section 8.03 hereof, the Company shall
have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that the Holders of the
outstanding Notes shall not recognize income, gain or loss for federal income
tax purposes as a result of such Covenant Defeasance and shall be subject to
federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such Covenant Defeasance had not occurred;

     (d) no Default or Event of Default shall occur under Sections 6.01(e) or
6.01(f) hereof at any time in the period ending on the 91st day after the date
of deposit;

     (e) such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under, any material agreement or
instrument (other than this Indenture) to which the Company or any of its
Restricted Subsidiaries is a party or by which the Company or any of its
Restricted Subsidiaries is bound;

     (f) the Company shall have delivered to the Trustee an Opinion of Counsel
(which may be subject to customary exceptions) to the effect that on the 121st
day following the deposit, the trust funds shall not be subject to the effect of
any applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors' rights generally;

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

     (h) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for or relating to the Legal Defeasance or the Covenant
Defeasance have been complied with.

                                      45
<PAGE>

Section 8.05.  Deposited Money and Government Securities to be Held in Trust;
Other Miscellaneous Provisions.

          Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium, if any, and interest, but
such money need not be segregated from other funds except to the extent required
by law.

          The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the cash or non-callable
Government Securities deposited pursuant to Section 8.04 hereof or the principal
and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

          Anything in this Article Eight to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the request
of the Company any money or non-callable Government Securities held by it as
provided in Section 8.04 hereof which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.04(a) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance.

Section 8.06.  Repayment to Company.

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

Section 8.07.  Reinstatement.

          If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Sections 8.01
or 8.02 hereof, as the case may be, by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company's obligations under this Indenture and the
Notes shall be revived and reinstated as though no deposit had occurred pursuant
to Sections 8.01 or 8.02 hereof until such time as the Trustee or Paying Agent
is

                                      46
<PAGE>

permitted to apply all such money in accordance with Section 8.01 or 8.02
hereof, as the case may be; provided, however, that, if the Company makes any
payment of principal of, premium, if any, or interest on any Note following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01.  Without Consent of Holders of Notes.

          Notwithstanding Section 9.02 of this Indenture, the Company and the
Trustee may amend or supplement this Indenture or the Notes without the consent
of any Holder of a Note:

          (a)  to secure any Notes;

          (b)  to provide for the assumption of the Company's obligations to the
     Holders of the Notes by a successor to the Company pursuant to Article 5
     hereof;

          (c)  to make any change that would provide any additional rights or
     benefits to the Holders of the Notes or that does not adversely affect the
     legal rights hereunder of any Holder of the Note;

          (d)  to cure any ambiguity, defect or inconsistency;

          (e)  to transfer, assign, mortgage or pledge any property to or with
the Trustee;

          (f)  to issue Additional Notes in any aggregate principal amount as
     contemplated by Section 2.01(e), all of which shall have the same terms,
     including interest and maturity date, as the Notes; and

          (g)  to evidence the acceptance of appointment by a successor trustee.

          Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
7.02 hereof, the Trustee shall join with the Company in the execution of any
amended or supplemental Indenture authorized or permitted by the terms of this
Indenture and to make any further appropriate agreements and stipulations that
may be therein contained, but the Trustee shall not be obligated to enter into
such amended or supplemental Indenture that affects its own rights, duties or
immunities under this Indenture or otherwise.

Section 9.02.  With Consent of Holders of Notes.

          Except as provided below in this Section 9.02, the Company and the
Trustee may amend or supplement this Indenture and the Notes may be amended or
supplemented with the consent of the Holders of at least a majority in principal
amount of the Notes including

                                      47
<PAGE>

Additional Notes, if any, then outstanding voting as a single class and, subject
to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default
(other than a Default or Event of Default in the payment of the principal of,
premium, if any, or interest on the Notes, except a payment default resulting
from an acceleration that has been rescinded) or compliance with any provision
of this Indenture or the Notes may be waived with the consent of the Holders of
a majority in principal amount of the then outstanding Notes, including
Additional Notes, if any, voting as a single class.

          Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.02 hereof, the Trustee shall
join with the Company in the execution of such amended or supplemental Indenture
unless such amended or supplemental Indenture directly affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion, but shall not be obligated to, enter into
such amended or supplemental Indenture.

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

          After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver.  Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver.  Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes, including Additional Notes,
if any, then outstanding voting as a single class may waive compliance in a
particular instance by the Company with any provision of this Indenture or the
Notes.  However, without the consent of each Holder affected, an amendment or
waiver under this Section 9.02 may not (with respect to any Notes held by a non-
consenting Holder):

     (a)  extend the final maturity of the Notes ;

     (b)  reduce the principal amount of or interest on, any Note or alter or
change the manner in which the interest on the Notes is determined;

     (c)  change the currency in which the principal amount (including any
amount in respect of original issue discount) or interest payable on any Notes
is payable;

     (d)  impair the right to institute suit for the enforcement of any payment
on any Notes when due; or

     (e)  reduce the above-stated percentage of outstanding Notes the consent of
whose holders is necessary to modify or amend and to waive provisions of or
defaults hereunder.

                                      48
<PAGE>

Section 9.03.  Compliance with Trust Indenture Act.

          Every amendment or supplement to this Indenture or the Notes shall be
set forth in an amended or supplemental Indenture that complies with the TIA as
then in effect.

Section 9.04.  Revocation and Effect of Consents.

          Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note.  However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective.  An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

Section 9.05.  Notation on or Exchange of Notes.

          The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated.  The Company in
exchange for all Notes may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.

          Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.

Section 9.06.  Trustee to Sign Amendments, etc.

          The Trustee shall sign any amended or supplemental Indenture
authorized pursuant to this Article Nine if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
The Company may not sign an amendment or supplemental Indenture until the Board
of Directors approves it.  In executing any amended or supplemental indenture,
the Trustee shall be entitled to receive and (subject to Section 7.01 hereof)
shall be fully protected in relying upon, in addition to the documents required
by Section 10.04 hereof, an Officers' Certificate and an Opinion of Counsel
stating that the execution of such amended or supplemental indenture is
authorized or permitted by this Indenture.

                                  ARTICLE 10.
                                 MISCELLANEOUS

Section 10.01. Trust Indenture Act Controls.

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

                                      49
<PAGE>

Section 10.02. Notices.

          Any notice or communication by the Company or the Trustee to the other
is duly given if in writing and delivered in Person or mailed by first class
mail (registered or certified, return receipt requested), telex, telecopier or
overnight air courier guaranteeing next-day delivery, to the others' address:

          If to the Company:

          Hughes Electronics Corporation
          200 North Sepulveda Boulevard
          El Segundo, California 90245
          Attention:  General Counsel
          Telecopy No.: (310) 662-9935

          With a copy to:

          Weil, Gotshal & Manges LLP
          767 Fifth Avenue
          New York, New York 10153
          Telecopier No.: (212) 310-8007
          Attention: Michael E. Lubowitz, Esq.

          If to the Trustee:

          The Bank of New York
          101 Barclay Street, Floor 21 West
          New York, New York 10286
          Telecopier No.: (212) 815-5915
          Attention: Corporate Trust Trustee Administration

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

          All notices and communications (other than those sent to Holders)
shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt
acknowledged, if telecopied; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.

          Any notice or communication to a Holder shall be mailed by first-class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar.  Any notice or communication shall also be so mailed to any
Person described in TIA (S) 313(c), to the extent required by the TIA.  Failure
to mail a notice or communication to a Holder or any defect in it shall not
affect its sufficiency with respect to other Holders.

                                      50
<PAGE>

          If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

          If the Company mails a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.

Section 10.03. Communication by Holders of Notes with Other Holders of Notes.

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

Section 10.04. Certificate and Opinion as to Conditions Precedent.

          Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

          (a)  an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 10.05 hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied; and

          (b)  an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 10.05 hereof) stating that, in the opinion of such counsel, all such
conditions precedent and covenants have been satisfied.

Section 10.05. Statements Required in Certificate or Opinion.

          Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA (S) 314(a)(4)) shall comply with the provisions of TIA
(S) 314(e) and shall include:

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

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

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

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

                                      51
<PAGE>

Section 10.06. Rules by Trustee and Agents.

          The Trustee may make reasonable rules for action by or at a meeting of
Holders.  The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

Section 10.07. No Personal Liability of Directors, Officers, Employees and
Stockholders.

          No past, present or future director, officer, employee, incorporator
or stockholder of the Company as such, shall have any liability for any
obligations of the Company under the Notes, this Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation.
Each Holder by accepting a Note waives and releases all such liability.  The
waiver and release are part of the consideration for issuance of the Notes.
Such waiver may not be effective to waive liabilities under the federal
securities laws and it is the view of the SEC that such a waiver is against
public policy.

Section 10.08. Governing Law.

          THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 10.09. Successors.

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

Section 10.10. 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 10.11. Counterpart Originals.

          The parties may sign any number of copies of this Indenture.  Each
signed copy shall be an original, but all of them together represent the same
agreement.

Section 10.12. Table of Contents, Headings, etc.

          The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Indenture and shall in
no way modify or restrict any of the terms or provisions hereof.

                                      52
<PAGE>

                        [Signatures on following page]

                                      53
<PAGE>

                              HUGHES ELECTRONICS CORPORATION



                              By:_____________________________________
                                 Name:
                                 Title:



                              THE BANK OF NEW YORK,
                              as Trustee


                              By:_____________________________________
                                 Name:
                                 Title:



Dated as of October 22, 1999