<PAGE>   1
                                                                     EXHIBIT 4.1




                                                                  EXECUTION COPY



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

                       ECHOSTAR COMMUNICATIONS CORPORATION



                                 $1,000,000,000


                 4 7/8% CONVERTIBLE SUBORDINATED NOTES DUE 2007


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

                                    INDENTURE

                          Dated as of December 8, 1999

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



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

                      U.S. Bank Trust National Association

                                   as Trustee

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


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

<PAGE>   2
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                         <C>
ARTICLE I.
   Section 1.01.    Definitions...............................................1
   Section 1.02.    Other Definitions.........................................5
   Section 1.03.    Incorporation by Reference of Trust Indenture Act.........6
   Section 1.04.    Rules of Construction.....................................6
ARTICLE II.        THE NOTES..................................................7
   Section 2.01.    Form and Dating...........................................7
   Section 2.02.    Execution and Authentication..............................9
   Section 2.03.    Registrar and Paying Agent................................9
   Section 2.04.    Paying Agent to Hold Money in Trust......................10
   Section 2.05.    Holder Lists.............................................10
   Section 2.06.    Transfer and Exchange....................................10
   Section 2.07.    Replacement Notes........................................15
   Section 2.08.    Outstanding Notes........................................15
   Section 2.09.    Treasury Notes...........................................15
   Section 2.10.    Temporary Notes; Global Notes............................15
   Section 2.11.    Cancellation.............................................16
   Section 2.12.    Defaulted Interest.......................................16
ARTICLE III.       REDEMPTION................................................17
   Section 3.01.    Notices to Trustee.......................................17
   Section 3.02.    Selection of Notes to Be Redeemed........................17
   Section 3.03.    Notice of Redemption.....................................17
   Section 3.04.    Effect of Notice of Redemption...........................18
   Section 3.05.    Deposit of Redemption Price..............................18
   Section 3.06.    Notes Redeemed in Part...................................18
   Section 3.07.    Optional Redemption......................................18
   Section 3.08.    Mandatory Redemption.....................................18
   Section 3.09.    Purchase Offer...........................................19
ARTICLE IV.        COVENANTS.................................................20
   Section 4.01.    Payment of Notes.........................................20
   Section 4.02.    Reports..................................................21
   Section 4.03.    Compliance Certificate...................................21
   Section 4.04.    Stay, Extension and Usury Laws...........................22
   Section 4.05.    Corporate Existence......................................22
   Section 4.06.    Taxes....................................................22
   Section 4.07.    Change of Control........................................22
   Section 4.08.    Limitation on Status As Investment Company...............22
ARTICLE V.         CONVERSION................................................23
   Section 5.01.    Conversion Privilege.....................................23
   Section 5.02.    Conversion Procedure.....................................23
   Section 5.03.    Fractional Shares........................................24
   Section 5.04.    Taxes on Conversion......................................24
   Section 5.05.    Company to Provide Stock.................................24
   Section 5.06.    Adjustment of Conversion Price...........................24
   Section 5.07.    No Adjustment............................................27
   Section 5.08.    Other Adjustments........................................27
</TABLE>

<PAGE>   3

<TABLE>
<S>                                                                         <C>
   Section 5.09.    Adjustments for Tax Purposes.............................28
   Section 5.10.    Notice of Adjustment.....................................28
   Section 5.11.    Notice of Certain Transactions...........................28
   Section 5.12.    Effect of Reclassifications, Consolidations, Mergers or
                    Sales on Conversion Privilege............................28
   Section 5.13.    Trustee's Disclaimer.....................................29
ARTICLE VI.        SUBORDINATION.............................................30
   Section 6.01.    Agreement to Subordinate and Ranking.....................30
   Section 6.02.    No Payment on Notes if Senior Debt in Default............30
   Section 6.03.    Distribution on Acceleration of Notes; Dissolution and
                      Reorganization; Subrogation of Notes...................31
   Section 6.04.    Reliance by Senior Debt on Subordination Provisions......33
   Section 6.05.    No Waiver of Subordination Provisions....................34
   Section 6.06.    Trustee's Relation to Senior Debt........................34
   Section 6.07.    Other Provisions Subject Hereto..........................35
ARTICLE VII.       SUCCESSORS................................................35
   Section 7.01.    Sale of Assets...........................................35
   Section 7.02.    Successor Corporation Substituted........................35
ARTICLE VIII.      DEFAULTS AND REMEDIES.....................................36
   Section 8.01.    Events of Default........................................36
   Section 8.02.    Acceleration.............................................38
   Section 8.03.    Other Remedies...........................................38
   Section 8.04.    Waiver of Past Defaults..................................38
   Section 8.05.    Control by majority......................................38
   Section 8.06.    Limitation on Suits......................................39
   Section 8.07.    Rights of Holders to Receive Payment.....................39
   Section 8.08.    Collection Suit by Trustee...............................39
   Section 8.09.    Trustee May File Proofs of Claim.........................39
   Section 8.10.    Priorities...............................................40
   Section 8.11.    Undertaking for Costs....................................40
ARTICLE IX.        TRUSTEE...................................................40
   Section 9.01.    Duties of Trustee........................................40
   Section 9.02.    Rights of Trustee........................................41
   Section 9.03.    Individual Rights of Trustee.............................41
   Section 9.04.    Trustee's Disclaimer.....................................41
   Section 9.05.    Notice of Defaults.......................................42
   Section 9.06.    Reports by Trustee to Holders............................42
   Section 9.07.    Compensation and Indemnity...............................42
   Section 9.08.    Replacement of Trustee...................................43
   Section 9.09.    Successor Trustee by Merger, Etc.........................44
   Section 9.10.    Eligibility; Disqualification............................44
   Section 9.11.    Preferential Collection of Claims Against Company........44
ARTICLE X.         DISCHARGE OF INDENTURE....................................44
   Section 10.01.   Termination of Company's Obligations.....................44
   Section 10.02.   Repayment to Company.....................................44
ARTICLE XI.        AMENDMENTS, SUPPLEMENTS AND WAIVERS.......................44
   Section 11.01.   Without Consent of Holders...............................44
   Section 11.02.   With Consent of Holders..................................45
   Section 11.03.   Compliance with Trust Indenture Act......................46
</TABLE>


                                       ii
<PAGE>   4

<TABLE>
<S>                                                                         <C>
   Section 11.04.   Revocation and Effect of Consents........................46
   Section 11.05.   Notation on or Exchange of Notes.........................46
   Section 11.06.   Trustee Protected........................................46
ARTICLE XII.       MISCELLANEOUS.............................................47
   Section 12.01.   Trust Indenture Act Controls.............................47
   Section 12.02.   Notices..................................................47
   Section 12.03.   Communication by Holders with Other Holders..............47
   Section 12.04.   Certificate and Opinion as to Conditions Precedent.......47
   Section 12.05.   Statements Required in Certificate or Opinion............48
   Section 12.06.   Rules by Trustee and Agents..............................48
   Section 12.07.   Legal Holidays...........................................48
   Section 12.08.   No Recourse Against Others...............................48
   Section 12.09.   Counterparts and Facsimile Signatures....................48
   Section 12.10.   Variable Provisions......................................49
   Section 12.11.   Governing Law, Submission to Jurisdiction................49
   Section 12.12.   No Adverse Interpretation of Other Agreements............49
   Section 12.13.   Successors...............................................50
   Section 12.14.   Severability.............................................50
   Section 12.15.   Table of Contents, Headings, Etc.........................50
</TABLE>


                                       iii
<PAGE>   5

         INDENTURE, dated as of December 8, 1999, between EchoStar
Communications Corporation, a Nevada corporation (the "COMPANY"), and U.S. Bank
Trust National Association, a national banking association, as trustee (the
"TRUSTEE").

         Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders (as defined in Section 1.01 hereof)
of the Company's 4 7/8% Convertible Subordinated Notes due 2007 (the "NOTES"):


                                   ARTICLE I.

SECTION 1.01. DEFINITIONS.

         "AFFILIATE" of any specified Person means any other Person directly
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; provided, however,
that beneficial ownership of 10% or more of the voting securities of a Person
shall be deemed to be control.

         "AGENT" means any Registrar, Paying Agent or Conversion Agent.

         "BOARD OF DIRECTORS" means the Board of Directors of the Company or any
authorized committee of the Board of Directors.

         "BOARD RESOLUTION" means a duly authorized resolution of the Board of
Directors.

         "BUSINESS DAY" means any day that is not a Legal Holiday.

         "CAPITAL STOCK" means any and all shares, interests, participations,
rights or other equivalents, however designated, of corporate stock, including,
without limitation, partnership interests.

          "CHANGE OF CONTROL" means (a) any transaction or series of
transactions (including, without limitation, a tender offer, merger or
consolidation) the result of which is that the Principal and his Related Parties
or an entity controlled by the Principal and his Related Parties (and not
controlled by any person other than the Principal or his Related Parties) (i)
sell, transfer or otherwise dispose of more than 50% of the total Equity
Interests in the Company beneficially owned (as defined in Rule 13(d)(3) under
the Exchange Act but without including any Equity Interests which may be deemed
to be owned solely by reason of the existence of any voting arrangements), by
such persons on the date hereof (as adjusted for stock splits and dividends and
other distributions payable in Equity Interests) or (ii) do not have the voting
power to elect at least a majority of the Board of Directors; (b) the first day
on which a majority of the members of the Board of Directors are not Continuing
Directors; or (c)the sale, lease or transfer of all or substantially all of our
assets to any "Person" or "group", within the meaning of Section 13(d)(3) and
14(d)(2) of the Exchange Act or any successor provision to either of the
foregoing, including any group acting for the purpose of acquiring, holding or
disposing of securities within the meaning of Rule 13d-5(b)(1) under the
Exchange Act other than the Principal and his Related Parties.


<PAGE>   6

         "COMMON STOCK" means the Class A common stock, par value $0.01 per
share, of the Company as the same exists at the date of the execution of this
Indenture or as such stock may be constituted from time to time.

         "COMPANY" means the party named as such above until a successor
replaces it in accordance with Article VII and thereafter means the successor.

         "CONTINUING DIRECTOR" means, as of any date of determination, any
member of the Board of Directors who: (a) was a member of such Board of
Directors on the date hereof; or (b) was nominated for election or elected to
such Board of Directors with the affirmative vote of a majority of the
Continuing Directors who were members of such Board at the time of such
nomination or election or was nominated for election or elected by the Principal
and his Related Parties.

         "DAILY MARKET PRICE" means the price of a share of Common Stock on the
relevant date, determined (a) on the basis of the last reported sale price
regular way of the Common Stock as reported on the Nasdaq National Market (the
"NNM"), or if the Common Stock is not then listed on the NNM, as reported on
such national securities exchange upon which the Common Stock is listed, or (b)
if there is no such reported sale on the day in question, on the basis of the
average of the closing bid and asked quotations regular way as so reported, or
(c) if the Common Stock is not listed on the NNM or on any national securities
exchange, on the basis of the average of the high bid and low asked quotations
regular way on the day in question in the over-the-counter market as reported by
the National Association of Securities Dealers Automated Quotation System, or if
not so quoted, as reported by National Quotation Bureau, Incorporated, or a
similar organization.

         "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.

         "DEPOSITARY" shall mean The Depository Trust Company, its nominees and
their respective successors.

         "EQUITY INTERESTS" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock, but excluding any Indebtedness that is
convertible into, or exchangeable for Capital Stock.

         "EXCESS PAYMENT" means the excess of (A) the aggregate of the cash and
value of other consideration paid by the Company or any of its Subsidiaries with
respect to shares of the Company acquired in a tender offer or other negotiated
transaction over (B) the market value of each such acquired shares after giving
effect to the completion of a tender offer or other negotiated transaction.

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

         "EXCHANGE RATE CONTRACT" means, with respect to any Person, any
currency swap agreements, forward exchange rate agreements, foreign currency
futures or options, exchange rate collar agreements, exchange rate insurance and
other agreements or arrangements, or combination thereof, the principal purpose
of which is to provide protection against fluctuations in currency exchange
rates. An Exchange Rate Contract may also include an Interest Rate Agreement.

         "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


                                      -2-
<PAGE>   7

other statements by such other entity as approved by a significant segment of
the accounting profession, which are in effect on the Issuance Date and are
applied on a consistent basis.

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

         "HOLDER" means a Person in whose name a Note is registered in the
register referred to in Section 2.03.

         "INDEBTEDNESS" means, with respect to any Person, any indebtedness of
such Person, whether or not contingent, in respect of borrowed money or
evidenced by bonds, notes, debentures or similar instruments or letters of
credit, or reimbursement agreements in respect thereof, or representing the
balance deferred and unpaid of the purchase price of any property (which
purchase price is due more than six months after the placing into service or
delivery of such property) including pursuant to capital leases and
sale-and-leaseback transactions, or representing any hedging obligations under
an Exchange Rate Contract or an Interest Rate Agreement, except any such balance
that constitutes an accrued expense or trade payable, if and to the extent any
of the foregoing indebtedness, other than obligations under an Exchange Rate
Contract or an Interest Rate Agreement, would appear as a liability upon a
balance sheet of such Person prepared in accordance with GAAP, and also
includes, to the extent not otherwise included, the Guarantee of items which
would be included within this definition. The amount of any Indebtedness
outstanding as of any date shall be the accreted value thereof, in the case of
any Indebtedness issued with original issue discount. Indebtedness shall not
include liabilities for taxes of any kind.

         "INDENTURE" means this Indenture, as amended from time to time.

         "INITIAL PURCHASERS" means Donaldson, Lufkin & Jenrette Securities
Corporation, Banc of America Securities LLC, Bear, Stearns & Co. Inc., Lehman
Brothers Inc., ING Barings Furman Selz LLC and CIBC World Markets Corp.

         "INTEREST RATE AGREEMENT" means, with respect to any Person, any
interest rate swap agreement, interest rate cap agreement, interest rate collar
agreement or other similar agreement the principal purpose of which is to
protect the party indicated therein against fluctuations in interest rates.

         "ISSUANCE DATE" means the date on which the Notes are first
authenticated and issued.

         "NOTES" has the meaning set forth in the preamble hereto.

         "OBLIGATIONS" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

         "OFFICERS' CERTIFICATE" means a certificate of the Company signed by
two Officers, one of whom must be the Chairman of the Board, the President, the
Treasurer or a Vice President of the Company.

         "OPINION OF COUNSEL" means a written opinion from legal counsel who is
reasonably acceptable to the Trustee. The counsel may be an employee of or
counsel to the Company or the Trustee.


                                      -3-
<PAGE>   8
         "PERSON" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

         "PURCHASE AGREEMENT" means the Purchase Agreement, dated as of December
2, 1999, among the Company and the Initial Purchasers.

         "PRINCIPAL" means Charles W. Ergen.

         "REGISTRATION DEFAULT" has the meaning set forth in Section 2 of the
Notes.

         "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement relating to the Notes and the underlying Common Stock, dated December
8, 1999, among the Company and the Initial Purchasers party thereto.

         "RELATED PARTY" means, with respect to the Principal, (a) the spouse
and each immediate family member of the Principal and (b) each trust,
corporation, partnership or other entity of which the Principal beneficially
holds an 80% or more controlling interest.

         "SEC" means the Securities and Exchange Commission.

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

         "SENIOR DEBT" means the principal of, interest on and other amounts due
on (i) Indebtedness of the Company, whether outstanding on the date hereof or
thereafter created, incurred, assumed or guaranteed by the Company, for money
borrowed from banks or other financial institutions; (ii) Indebtedness of the
Company, whether outstanding on the date hereof or thereafter created, incurred,
assumed or guaranteed by the Company; and (iii) Indebtedness of the Company
under interest rate swaps, caps or similar hedging agreements and foreign
exchange contracts, currency swaps or similar agreements: unless, in the
instrument creating or evidencing or pursuant to which Indebtedness under (i) or
(ii) is outstanding, it is expressly provided that such Indebtedness is not
senior in right of payment to the Notes. Senior Debt includes, with respect to
the obligations described in clauses (i) and (ii) above, interest accruing,
pursuant to the terms of such Senior Debt, on or after the filing of any
petition in bankruptcy or for reorganization relating to the Company, whether or
not post-filing interest is allowed in such proceeding, at the rate specified in
the instrument governing the relevant obligation. Notwithstanding anything to
the contrary in the foregoing, Senior Debt shall not include: (a) Indebtedness
of or amounts owed by the Company for compensation to employees, or for goods or
materials purchased in the ordinary course of business, or for services; and (b)
Indebtedness of the Company to a Subsidiary of the Company.

         "SHELF REGISTRATION STATEMENT" shall have the meaning set forth in the
Registration Rights Agreement.

         "SIGNIFICANT SUBSIDIARY" means any Subsidiary of the Company which is a
"significant subsidiary" as defined in Rule 1-02(v) of Regulation S-X under the
Securities Act and the Exchange Act, as such Regulation is in effect on the date
hereof.

         "SPECIAL INTEREST" has the meaning set forth in Section 2 of the Notes.



                                      -4-
<PAGE>   9

         "SUBSIDIARY" means any corporation, association or other business
entity of which more than 50% of the total voting power of shares of Capital
Stock entitled, without regard to the occurrence of any contingency, to vote in
the election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by any Person or one or more of the other
Subsidiaries of that Person or a combination thereof.

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

         "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.

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

SECTION 1.02. OTHER DEFINITIONS.

<TABLE>
<CAPTION>
                                                             DEFINED
TERM                                                       IN SECTION
----                                                       ----------
<S>                                                       <C>
"ACCREDITED INVESTOR RESTRICTED NOTES"...............         2.01
"AGENT MEMBER".......................................         2.01
"BANKRUPTCY LAW".....................................         8.01
"CEDEL"..............................................         2.01
"CHANGE OF CONTROL PAYMENT"..........................         4.07
"COMMENCEMENT DATE"..................................         3.09
"CONVERSION AGENT"...................................         2.03
"CONVERSION DATE"....................................         5.02
"CONVERSION PRICE"...................................         5.01
"CONVERSION SHARES"..................................         5.06
"CUSTODIAN"..........................................         8.01
"DISTRIBUTION DATE"..................................         5.06
"DISTRIBUTION RECORD DATE"...........................         5.06
"EUROCLEAR"..........................................         2.01
"EVENT OF DEFAULT"...................................         8.01
"GLOBAL NOTE"........................................         2.01
"LEGAL HOLIDAY"......................................        12.07
"OFFER AMOUNT".......................................         3.09
"OFFICER"............................................        12.11
"PAYING AGENT".......................................         2.03
"PAYMENT BLOCKAGE NOTICE"............................         6.02
"PAYMENT BLOCKAGE PERIOD"............................         6.02
"PAYMENT DEFAULT"....................................         8.01
"PURCHASE DATE"......................................         3.09
"PURCHASE OFFER".....................................         3.09
"QIBS"...............................................         2.01
"REGULATION S".......................................         2.01
"REGULATION S GLOBAL NOTE" ..........................         2.01
"REGISTRAR"..........................................         2.03
"RESTRICTED NOTES"...................................         2.01
</TABLE>


                                      -5-
<PAGE>   10

<TABLE>
<CAPTION>
                                                             DEFINED
TERM                                                       IN SECTION
----                                                       ----------
<S>                                                       <C>
"RIGHTS".............................................         5.06
"RULE 144A"..........................................         2.01
"RULE 144A GLOBAL NOTE"..............................         2.01
"TENDER PAYMENT DATE" ...............................         5.06
"TENDER PERIOD"......................................         3.09
</TABLE>

SECTION 1.03. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

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

         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

         "OBLIGOR" on the Notes means the Company or any other obligor on the
Notes.

         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.

         Unless the context otherwise requires:

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

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

                  (c) "OR" is not exclusive;

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

                  (e) provisions apply to successive events and transactions;

                  (f) 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; and

                  (g) a reference to "$" or U.S. Dollars is to United States
         dollars.


                                      -6-
<PAGE>   11

                                   ARTICLE II.
                                    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, which is hereby incorporated by
reference and expressly made a part of this Indenture. The Notes may have
notations, legends or endorsements required by law, stock exchange rule,
agreements to which the Company is subject, if any, or usage (provided that any
such notation, legend or endorsement is in a form acceptable to the Company).
The Company shall furnish any such legend not contained in Exhibit A to the
Trustee in writing. Each Note shall be dated the date of its authentication. The
Notes shall be in denominations of $1,000 and integral multiples thereof. The
terms and provisions of the Notes set forth in Exhibit A are part of this
Indenture and to the extent applicable, 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) Global Notes.

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

         Notes transferred in reliance on Regulation S under the Securities Act
("REGULATION S"), as provided in Section 2.06(a)(ii) hereof, shall be issued in
the form of one or more permanent Global Notes in definitive, fully registered
form without interest coupons with the Global Notes Legend and Restricted Notes
Legend set forth in Exhibit A hereto (the "REGULATION S GLOBAL NOTE"), which
shall be deposited on behalf of the transferee of the Notes represented thereby
with the Trustee, as custodian, for the Depositary, and registered in the name
of the Depositary or the nominee of the Depositary for the accounts of
designated agents holding on behalf of the Euroclear System ("EUROCLEAR") or
Cedelbank ("CEDEL"), duly executed by the Company and authenticated by the
Trustee as hereinafter provided. The aggregate principal amount of the
Regulation S Global Note may from time to time be increased or decreased by
adjustments made on the records of the Trustee and the Depositary or its nominee
as hereinafter provided.

         Notes offered and sold to Qualified Institutional Buyers ("QIBS") in
reliance on Rule 144A under the Securities Act ("RULE 144A"), as provided in the
Purchase Agreement, shall be issued initially in the form of one or more
permanent Global Notes in definitive, fully registered form without interest
coupons with the Global Notes Legend and Restricted Notes Legend set forth in
Exhibit A hereto ("RULE 144A GLOBAL NOTE"), which shall be deposited on behalf
of the purchasers of the Notes represented thereby with the Trustee, as
custodian for the Depositary, and registered in the name of the Depositary or a
nominee of the Depositary, duly executed by the Company and authenticated by the
Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A
Global Note may from time to time be increased or decreased by adjustments made
on the records of the Trustee and the Depositary or its nominee as hereinafter
provided.

                  (c) Book-Entry Provisions.



                                      -7-
<PAGE>   12

         This Section 2.01(c) shall apply only to the Regulation S Global Note
and the Rule 144A Global Note issued in the form of one or more permanent Global
Notes (collectively, the "GLOBAL NOTES") deposited with or on behalf of the
Depositary.

         The Company shall execute and the Trustee shall, in accordance with
this Section 2.01(c), authenticate and deliver initially one or more Global
Notes that (a) shall be registered in the name of the Depositary for such Global
Note or Global Notes or the nominee of such Depositary and (b) shall be
delivered by the Trustee to such Depositary or pursuant to such Depositary's
instructions or held by the Trustee as custodian for the Depositary.

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

                  (d) Certificated Notes.

         Notes offered and sold to "accredited investors" (as defined in Rule
501 (a) (1), (2), (3) or (7) of Regulation D under the Securities Act), as
provided in the Purchase Agreement, shall be issued in the form of one or more
certificated Notes (subject to a minimum initial purchase amount of $100,000) in
definitive, fully registered form without interest coupons with the Restricted
Notes Legend set forth in Exhibit A hereto ("ACCREDITED INVESTOR RESTRICTED
NOTES"), which shall be registered in the name of such Accredited Investor or
its nominee, duly executed by the Company and authenticated by the Trustee as
hereinafter provided. Such Accredited Investor Restricted Notes may only be
transferred in reliance on Regulation S or to QIBs in reliance on Rule 144A.

         Notwithstanding the foregoing, Notes offered and sold on the Issuance
Date to "accredited investors" (as defined above) shall be issued initially in
the form of one or more permanent Global Notes in definitive, fully registered
form without interest coupons with the Global Notes Legend and Restrictive Notes
Legend set forth in Exhibit A ("AI Global Note"), which shall be deposited on
behalf of the purchasers of the Notes represented thereby with the Trustee, as
custodian for the Depositary, and registered in the name of the Depositary or a
nominee of the Depositary, duly executed by the Company and authenticated by the
Trustee as hereinafter provided. Such AI Global Note shall be deemed to be a
Global Note for all purposes of this Indenture. Promptly after the Issuance
Date, the Company shall cause the purchasers of the AI Global Note to arrange
with the Depositary for the exchange of such AI Global Note for Accredited
Investor Restricted Notes. Upon receipt by the principal Registrar of
instructions from the Depositary directing the principal Registrar to
authenticate and deliver one or more Accredited Investor Restricted Notes of the
same aggregate principal amount as the beneficial interest in the AI Global Note
to be exchanged, such instructions to contain the name or names of the Holder or
Holders of such Accredited Investor Restricted Note or Notes, the authorized
denominations of the Accredited Investor Restricted Note or Notes to be so
issued and appropriate delivery instructions, then the principal Registrar will
instruct the Depositary to reduce the AI Global Note by the aggregate principal
amount of the beneficial interest therein to be exchanged and to debit from the
account of the Person making such exchange the beneficial interest in the AI
Global Note that is being exchanged, and


                                      -8-
<PAGE>   13

concurrently with such reduction and debit the Company shall execute, and the
Trustee shall authenticate and deliver, one or more Accredited Investor
Restricted Notes of the same aggregate principal amount in accordance with the
instructions referred to above. Certificated Notes may be issued as aforesaid
notwithstanding any other provision of this Indenture to the contrary
restricting the issuance of certificated Notes.

         In addition to the provisions of Section 2.10, owners of beneficial
interests in Global Notes may, if the Company, at its option, notifies the
Trustee in writing that it elects to cause the issuance of certificated Notes,
receive a certificated Note, which certificated Note shall bear the Restricted
Notes Legend set forth in Exhibit A hereto (the "RESTRICTED NOTES") unless
otherwise provided in this Section 2.01(d) and Section 2.06(b) hereof.

         After a transfer of any Notes during the period of the effectiveness of
a Shelf Registration Statement with respect to the Notes and pursuant thereto,
all requirements for Restricted Notes Legends on such Note will cease to apply,
and a certificated Note without a Restricted Notes Legend will be available to
the Holder of such Notes.

SECTION 2.02. EXECUTION AND AUTHENTICATION.

         One Officer shall sign the Notes for the Company by manual or facsimile
signature.

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

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

         The Trustee shall, upon a written order of the Company signed by an
Officer, authenticate (1) Notes for original issue up to an aggregate principal
amount stated in paragraph 5 of the Notes. The aggregate principal amount of
Notes outstanding at any time may not exceed $1,000,000,000 except as provided
in Section 2.07.

         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, the
Company or an Affiliate.

SECTION 2.03. REGISTRAR AND PAYING AGENT.

         The Company shall maintain (i) offices or agencies where the Notes may
be presented for registration of transfer or for exchange ("REGISTRAR") (ii)
offices or agencies where the Notes may be presented for payment ("PAYING
AGENT") and (iii) offices or agencies where the Notes may be presented for
conversion ("CONVERSION AGENT"). The Company initially designates the Trustee at
its corporate trust offices to act as principal Registrar, Paying Agent and
Conversion Agent. The principal Registrar shall keep a register of the Notes and
of their transfer and exchange. The Company may appoint one or more
co-registrars, one or more additional paying agents and one or more additional
Conversion Agents in such other locations as it shall determine. The term
"Registrar" includes any co-registrar, the term "Paying Agent" includes any
additional paying agent and the term "Conversion Agent" includes any additional
conversion agent. The Company may change any Paying Agent, Registrar or
Conversion


                                      -9-
<PAGE>   14

Agent without prior notice to any Holder. The Company shall notify the Trustee
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, Paying Agent
or Conversion Agent, the Trustee shall act as such. The Company or any of its
Affiliates may act as Paying Agent, Registrar or Conversion Agent.

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 will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal or interest on the Notes, and will 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
and to account for any money disbursed by it. 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 an Affiliate
of the Company) shall have no further liability for the money. If the Company or
an Affiliate of the Company 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.

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
Holders. If the Trustee is not the Registrar, the Company shall furnish to the
Trustee on or before each interest payment date and at such other times as the
Trustee may request in writing a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Holders.

SECTION 2.06. TRANSFER AND EXCHANGE.

         Whenever Notes are presented to the Registrar or a co-registrar with a
request to register a transfer or to exchange them for an equal principal amount
of Notes of other denominations, the Registrar shall register the transfer or
make the exchange if its requirements for such transactions are met. To permit
registrations of transfers and exchanges, the Company shall issue and the
Trustee shall authenticate Notes at the Registrar's request. No service charge
shall be made for any registration of transfer or exchange (except as otherwise
expressly permitted herein), 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 tax or similar governmental
charge payable upon exchanges pursuant to Sections 2.10, 3.06 or 11.05 hereof).

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

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



                                      -10-
<PAGE>   15

         in the same Global Note in accordance with the transfer restrictions
         set forth in the Restricted Notes Legend and under the heading "Notice
         to investors" in the Company's Offering Memorandum dated December 2,
         1999.

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

                         (ii) Rule 144A Global Note to Regulation S Global Note.
                If an owner of a beneficial interest in the Rule 144A Global
                Note deposited with the Depositary or the Trustee as custodian
                for the Depositary wishes at any time to transfer its interest
                in such Rule 144A Global Note to a Person who is required to
                take delivery thereof in the form of an interest in the
                Regulation S Global Note, such owner may, subject to the rules
                and procedures of the Depositary, exchange or cause the exchange
                of such interest for an equivalent beneficial interest in the
                Regulation S Global Note. Upon receipt by the principal
                Registrar of (1) instructions given in accordance with the
                Depositary's procedures from an Agent Member directing the
                principal Registrar to credit or cause to be credited a
                beneficial interest in the Regulation S Global Note in an amount
                equal to the beneficial interest in the Rule 144A Global Note to
                be exchanged, (2) a written order given in accordance with the
                Depositary's procedures containing information regarding the
                participant account of the Depositary and the Euroclear or Cedel
                account to be credited with such increase and (3) a certificate
                in the form of Exhibit B attached hereto given by the Holder of
                such beneficial interest, then the principal Registrar shall
                instruct the Depositary to reduce or cause to be reduced the
                principal amount of the Rule 144A Global Note and to increase or
                cause to be increased the principal amount of the Regulation S
                Global Note by the aggregate principal amount of the beneficial
                interest in the Rule 144A Global Note equal to the beneficial
                interest in the Regulation S Global Note to be exchanged or
                transferred, to credit or cause to be credited to the account of
                the Person specified in such instructions a beneficial interest
                in the Regulation S Global Note equal to the reduction in the
                principal amount of the Rule 144A Global Note and to debit or
                cause to be debited from the account of the Person making such
                exchange or transfer the beneficial interest in the Rule 144A
                Global Note that is being exchanged or transferred.

                         (iii) Regulation S Global Note to Rule 144A Global
                Note. If an owner of a beneficial interest in the Regulation S
                Global Note deposited with the Depositary or with the Trustee as
                custodian for the Depositary wishes at any time to transfer its
                interest in such Regulation S Global Note to a Person who is
                required to take delivery thereof in the form of an interest in
                the Rule 144A Global Note, such Holder may, subject to the rules
                and procedures of Euroclear or Cedel, as the case may be, and
                the Depositary, exchange or cause the exchange of such interest
                for an equivalent beneficial interest in the Rule 144A Global
                Note. Upon receipt by the principal Registrar of (1)
                instructions from Euroclear or Cedel, if applicable, and the
                Depositary, directing the principal Registrar to credit or cause
                to be credited a beneficial interest in the Rule 144A Global
                Note equal to the beneficial interest in the Regulation S Global
                Note to be exchanged or transferred, (2) a written order


                                      -11-
<PAGE>   16

                given in accordance with the Depositary's procedures containing
                information regarding the participant account of the Depositary
                and (3) a certificate in the form of Exhibit C attached hereto
                given by the owner of such beneficial interest, then Euroclear
                or Cedel or the principal Registrar, as the case may be, will
                instruct the Depositary to reduce or cause to be reduced the
                Regulation S Global Note and to increase or cause to be
                increased the principal amount of the Rule 144A Global Note by
                the aggregate principal amount of the beneficial interest in the
                Regulation S Global Note to be exchanged or transferred, and the
                principal Registrar shall instruct the Depositary, concurrently
                with such reduction, to credit or cause to be credited to the
                account of the Person specified in such instructions a
                beneficial interest in the Rule 144A Global Note equal to the
                reduction in the principal amount of the Regulation S Global
                Note and to debit or cause to be debited from the account of the
                Person making such exchange or transfer the beneficial interest
                in the Regulation S Global Note that is being exchanged or
                transferred.

                         (iv) Global Note to Restricted Note. If an owner of a
                beneficial interest in a Global Note deposited with the
                Depositary or with the Trustee as custodian for the Depositary
                wishes at any time to transfer its interest in such Global Note
                to a Person who is required to take delivery thereof in the form
                of a Restricted Note, such owner may, subject to the rules and
                procedures of Euroclear or Cedel, if applicable, and the
                Depositary, cause the exchange of such interest for one or more
                Restricted Notes of any authorized denomination or denominations
                and of the same aggregate principal amount. Upon receipt by the
                principal Registrar of (1) instructions from Euroclear or Cedel,
                if applicable, and the Depositary directing the principal
                Registrar to authenticate and deliver one or more Restricted
                Notes of the same aggregate principal amount as the beneficial
                interest in the Global Note to be exchanged, such instructions
                to contain the name or names of the designated transferee or
                transferees, the authorized denomination or denominations of the
                Restricted Notes to be so issued and appropriate delivery
                instructions, (2) a certificate in the form of Exhibit D
                attached hereto given by the owner of such beneficial interest
                to the effect set forth therein, (3) a certificate in the form
                of Exhibit E attached hereto given by the Person acquiring the
                Restricted Notes for which such interest is being exchanged, to
                the effect set forth therein, and (4) such other certifications,
                legal opinions or other information as the Company may
                reasonably require to confirm that such transfer is being made
                pursuant to an exemption from, or in a transaction not subject
                to, the registration requirements of the Securities Act, then
                Euroclear or Cedel, if applicable, or the principal Registrar,
                as the case may be, will instruct the Depositary to reduce or
                cause to be reduced such Global Note by the aggregate principal
                amount of the beneficial interest therein to be exchanged and to
                debit or cause to be debited from the account of the Person
                making such transfer the beneficial interest in the Global Note
                that is being transferred, and concurrently with such reduction
                and debit the Company shall execute, and the Trustee shall
                authenticate and deliver, one or more Restricted Notes of the
                same aggregate principal amount in accordance with the
                instructions referred to above.

                         (v) Restricted Note to Restricted Note. If a Holder of
                a Restricted Note wishes at any time to transfer such Restricted
                Note to a Person who is required to take delivery thereof in the
                form of a Restricted Note, such Holder may, subject to



                                      -12-
<PAGE>   17

                the restrictions on transfer set forth herein and in such
                Restricted Note, cause the exchange of such Restricted Note for
                one or more Restricted Notes of any authorized denomination or
                denominations and of the same aggregate principal amount. Upon
                receipt by the principal Registrar of (1) such Restricted Note,
                duly endorsed as provided herein, (2) instructions from such
                Holder directing the principal Registrar to authenticate and
                deliver one or more Restricted Notes of the same aggregate
                principal amount as the Restricted Note to be exchanged, such
                instructions to contain the name or authorized denomination or
                denominations of the Restricted Notes to be so issued and
                appropriate delivery instructions, (3) a certificate from the
                Holder of the Restricted Note to be exchanged in the form of
                Exhibit D attached hereto, (4) a certificate in the form of
                Exhibit E attached hereto given by the Person acquiring the
                Restricted Notes for which such interest is being exchanged, to
                the effect set forth therein, and (5) such other certifications,
                legal opinions or other information as the Company may
                reasonably require to confirm that such transfer is being made
                pursuant to an exemption from, or in a transaction not subject
                to, the registration requirements of the Securities Act, then
                the Registrar shall cancel or cause to be canceled such
                Restricted Note and concurrently therewith, the Company shall
                execute, and the Trustee shall authenticate and deliver, one or
                more Restricted Notes of the same aggregate principal amount, in
                accordance with the instructions referred to above.

                         (vi) Restricted Note to Rule 144A Global Note. If an
                owner of a Restricted Note registered in the name of such owner
                wishes at any time to transfer such Restricted Note to a Person
                who is required to take delivery thereof in the form of an
                interest in the Rule 144A Global Note, such Holder may, subject
                to the rules and procedures of the Depositary, exchange or cause
                the exchange of such Restricted Note for an equivalent
                beneficial interest in the Rule 144A Global Note. Upon receipt
                by the principal Registrar of (1) instructions from the Company,
                directing the principal Registrar (A) to credit or cause to be
                credited a beneficial interest in the Rule 144A Global Note
                equal to the principal amount of the Restricted Note to be
                exchanged or transferred and (B) to cancel such Restricted Note
                to be exchanged or transferred, (2) a written order given in
                accordance with the Depositary's procedures containing
                information regarding the participant account of the Depositary
                and (3) a certificate in the form of Exhibit C attached hereto
                given by the owner of such Restricted Note, then the principal
                Registrar will instruct the Trustee to cancel such Restricted
                Note and will instruct the Depositary to increase or cause to be
                increased the principal amount of the Rule 144A Global Note by
                the principal amount of the Restricted Note to be exchanged or
                transferred, and the principal Registrar shall instruct the
                Depositary, concurrently with such cancellation of the
                Restricted Note, to credit or cause to be credited to the
                account of the Person specified in such instructions a
                beneficial interest in the Rule 144A Global Note equal to the
                principal amount of the Restricted Note to be canceled by the
                Trustee.

                         (vii) Restricted Note to Regulation S Global Note. If
                an owner of a Restricted Note registered in the name of such
                owner wishes at any time to transfer such Restricted Note to a
                Person who is required to take delivery thereof in the form of
                an interest in the Regulation S Global Note, such owner may,
                subject to the rules and procedures of the Euroclear or Cedel,
                as the case may be, exchange



                                      -13-
<PAGE>   18

                or cause the exchange of such Restricted Note for an equivalent
                beneficial interest in the Regulation S Global Note. Upon
                receipt by the principal Registrar of (1) instructions from the
                Company, directing the principal Registrar (A) to credit or
                cause to be credited a beneficial interest in the Regulation S
                Global Note equal to the principal amount of the Restricted Note
                to be exchanged or transferred and (B) to cancel such Restricted
                Note to be exchanged or transferred, (2) a written order given
                in accordance with the Depositary's procedures containing
                information regarding the participant account of the Euroclear
                or Cedel account to be credited with such increase and (3) a
                certificate in the form of Exhibit B attached hereto given by
                the Holder of such Restricted Note, then the principal Registrar
                will instruct the Trustee to cancel such Restricted Note and
                will instruct the Depositary to increase or cause to be
                increased the principal amount of the Regulation S Global Note
                by the principal amount of the Restricted Note to be exchanged
                or transferred, and the principal Registrar shall instruct the
                Depositary, concurrently with such cancellation of the
                Restricted Note, to credit or cause to be credited to the
                account of the Person specified in such instructions a
                beneficial interest in the Regulation S Global Note equal to the
                principal amount of the Restricted Note to be canceled by the
                Trustee.

                         (viii) Other Exchanges. In the event that a beneficial
                interest in a Global Note is exchanged for a certificated Note
                in definitive registered form pursuant to Section 2.10, prior to
                the effectiveness of a Shelf Registration Statement with respect
                to such Notes, such Notes may be exchanged only in accordance
                with such procedures as are substantially consistent with the
                provisions of clauses (ii) through (v) above (including the
                certification requirements intended to ensure that such
                transfers comply with Rule 144A, Rule 144, Regulation S or any
                other available exemption from registration, as the case may be)
                and such other procedures as may from time to time be adopted by
                the Company.

                  (b) Except in connection with a Shelf Registration Statement
         contemplated by and in accordance with the terms of the Registration
         Rights Agreement, if Notes are issued upon the transfer, exchange or
         replacement of Notes bearing the Restricted Securities Legend set forth
         in Exhibit A hereto, or if a request is made to remove such Restricted
         Notes Legend on Notes, the Notes so issued shall bear the Restricted
         Notes Legend, or the Restricted Notes Legend shall not be removed, as
         the case may be, unless there is delivered to the Company such
         satisfactory evidence, which may include an opinion of counsel, as may
         be reasonably required by the Company, that neither the legend nor the
         restrictions on transfer set forth therein are required to ensure that
         transfers thereof comply with the provisions of Rule 144A, Rule 144,
         Regulation S or any other available exemption from registration under
         the Securities Act or, with respect to Restricted Notes, that such
         Notes are not "restricted" within the meaning of Rule 144 under the
         Securities Act. Upon provision of such satisfactory evidence, the
         Trustee, at the direction of the Company, shall authenticate and
         deliver Notes that do not bear the legend.

                  (c) Neither the Company nor the Trustee shall have any
         responsibility for any actions taken or not taken by the Depositary and
         the Company shall have no responsibility for any actions taken or not
         taken by the Trustee as agent or custodian of the Depositary.


                                      -14-
<PAGE>   19

SECTION 2.07. REPLACEMENT NOTES.

         If the Holder of a Note claims that the Note has been lost, destroyed
or wrongfully taken or if such Note is mutilated and is surrendered to the
Trustee, the Company shall issue and the Trustee shall authenticate a
replacement Note if the Trustee's and the Company's requirements are met. If
required by the Trustee or the Company, an indemnity bond must be sufficient in
the judgment of both to protect the Company, the Trustee, any Agent or any
authenticating agent from any loss which any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note.

         In case any such mutilated, destroyed, lost or stolen Note has become
or is about to become due and payable, or is about to be purchased by the
Company pursuant to Article III hereof, the Company in its discretion may,
instead of issuing a new Note, pay or purchase such Note, as the case may be.

         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.

         The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, and those described in this Section as not outstanding.

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

         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.

         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.

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 an Affiliate of the Company shall be considered as though they are
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 the Trustee knows are so owned shall be so disregarded.

SECTION 2.10. TEMPORARY NOTES; GLOBAL NOTES.

                  (a) Until definitive Notes are ready for delivery, the Company
         may prepare and the Trustee shall authenticate temporary Notes.
         Temporary Notes shall be substantially in the form of definitive Notes
         but may have variations that the Company considers appropriate for
         temporary Notes. 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.



                                      -15-
<PAGE>   20

                  (b) A Global Note deposited with the Depositary or with the
         Trustee as custodian for the Depositary pursuant to Section 2.01 shall
         be transferred to the beneficial owners thereof in the form of
         certificated Notes only in accordance with Section 2.01(d) or if such
         transfer complies with Section 2.06 and (i) the Depositary notifies the
         Company that it is unwilling or unable to continue as Depositary for
         such Global Note or if at any time such Depositary ceases to be a
         "clearing agency" registered under the Exchange Act and a successor
         Depositary is not appointed by the Company within 90 days after receipt
         of such notice or after it becomes aware of such cessation or (ii) an
         Event of Default has occurred and is continuing.

                  (c) Any Global Note that is transferable to the beneficial
         owners thereof in the form of certificated Notes pursuant to Section
         2.01(d) or to this Section 2.10 shall be surrendered by the Depositary
         to the Trustee to be so transferred, in whole or from time to time in
         part, without charge, and the Trustee shall authenticate and deliver,
         upon such transfer of each portion of such Global Note, an equal
         aggregate principal amount of Notes of authorized denominations in the
         form of certificated Notes. Any portion of a Global Note transferred
         pursuant to this Section 2.10 shall be executed, authenticated and
         delivered only in denominations of $1,000 and any integral multiple
         thereof and registered in such names as the Depositary shall direct.
         Any Note in the form of certificated Notes delivered in exchange for an
         interest in the Global Notes shall, except as otherwise provided by
         Section 2.06(b) bear the Restricted Notes Legend set forth in Exhibit A
         hereto.

                  (d) The registered Holder of a Global Note may grant proxies
         and otherwise authorize any Person, including Agent Members and Persons
         that may hold interests through Agent Members, to take any action which
         a Holder is entitled to take under this Indenture or the Notes.

                  (e) In the event of the occurrence of either of the events
         specified in Section 2.10(b), the Company will promptly make available
         to the Trustee a reasonable supply of certificated Notes in definitive,
         fully registered form without interest coupons.

SECTION 2.11. CANCELLATION.

         The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar, Paying Agent and Conversion Agent shall forward to
the Trustee any Notes surrendered to them for registration of transfer, exchange
or payment. The Trustee shall promptly cancel all Notes surrendered for
registration of transfer, exchange, payment, conversion, replacement or
cancellation and shall destroy such Notes and furnish a certificate regarding
such destruction to the Company. The Company may not issue new Notes to replace
Notes that it has paid or that have been delivered to the Trustee for
cancellation.

SECTION 2.12. DEFAULTED INTEREST.

         If the Company fails to make a payment of interest on the Notes, it
shall pay such defaulted interest plus any interest payable on the defaulted
interest, in any lawful manner. It may pay such defaulted interest, plus any
such interest payable on it, to the Persons who are Holders on a subsequent
special record date. The Company shall fix any such record date and payment
date, provided that no such record date shall be less than 10 days prior to the
related payment date for such defaulted interest. At least 15 days before any
such record date, the Company shall mail to Holders a notice that states the
special record date, the related payment date and amount of such interest to be
paid.


                                      -16-
<PAGE>   21

                                  ARTICLE III.
                                   REDEMPTION

SECTION 3.01. NOTICES TO TRUSTEE.

         If the Company elects to redeem Notes pursuant to the optional
redemption provisions of the Notes and Section 3.07 hereof, it shall notify the
Trustee of the redemption date and the principal amount of Notes to be redeemed.
The Company shall give each notice to the Trustee provided for in this Section
3.01 at least 35 days before the redemption date (unless a shorter notice period
shall be reasonably satisfactory to the Trustee).

SECTION 3.02. SELECTION OF NOTES TO BE REDEEMED.

         If less than all of the Notes are to be redeemed at any time, selection
of Notes shall be made by the Trustee on a pro rata basis or by lot or by a
method that complies with the requirements of any exchange on which the Notes
are listed and that the Trustee considers fair and appropriate, provided that no
Notes of $1,000 or less shall be redeemed in part. The Trustee shall make the
selection not more than 60 days and not less than 30 days before the redemption
date from Notes outstanding not previously called for redemption. Notes and
portions of Notes selected shall be in amounts of $1,000 or integral multiples
of $1,000. Provisions of this Indenture that apply to Notes called for
redemption also apply to portions of Notes called for redemption. The Trustee
shall notify the Company promptly of the Notes or portions of Notes to be called
for redemption.

         If any Note selected for partial redemption is converted in part after
such selection, the converted portion of such Note shall be deemed (so far as
may be) to be the portion to be selected for redemption. The Notes (or portions
thereof) so selected shall be deemed duly selected for redemption for all
purposes hereunder, notwithstanding that any such Note is converted in whole or
in part before the mailing of the notice of redemption. Upon any redemption of
less than all the Notes, the Company and the Trustee may treat as outstanding
any Notes surrendered for conversion during the period 15 days next preceding
the mailing of a notice of redemption and need not treat as outstanding any Note
authenticated and delivered during such period in exchange for the unconverted
portion of any Note converted in part during such period.

SECTION 3.03. NOTICE OF REDEMPTION.

         At least 30 days but not more than 60 days before a redemption date,
the Company shall mail, 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:

                  (a) the redemption date;

                  (b) the redemption price;

                  (c) if any Note is to be redeemed in part only, the portion of
         the principal amount thereof redeemed, and that, after the redemption
         date, upon surrender of such Note, a new Note in principal amount equal
         to the unredeemed portion thereof shall be issued in the name of the
         Holder thereof upon cancellation of the original Note;

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



                                      -17-
<PAGE>   22

                  (e) that Notes called for redemption must be surrendered to
         the Paying Agent to collect the redemption price plus accrued interest,
         if any;

                  (f) that interest on Notes called for redemption ceases to
         accrue on and after the redemption date; and

                  (g) the paragraph of the Notes pursuant to which the Notes
         called for redemption are being redeemed.

         Such notice shall also state the current Conversion Price and the date
on which the right to convert such Notes or portions thereof into Common Stock
of the Company will expire.

         At the Company's request, the Trustee shall give notice of redemption
in the Company's name and at its expense; provided that the Company shall have
delivered to the Trustee, at least 45 days 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 due and payable on the redemption
date at the price set forth in the Note. A notice of redemption may not be
conditional.

SECTION 3.05. DEPOSIT OF REDEMPTION PRICE.

         On or before 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 unless theretofore
converted into Common Stock pursuant to the provisions hereof. The Trustee or
the Paying Agent shall return to the Company any money not required for that
purpose.

SECTION 3.06. NOTES REDEEMED IN PART.

         Upon surrender of a Note that is redeemed in part, the Company shall
issue and 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.

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

SECTION 3.08. MANDATORY REDEMPTION

         The Company shall not be required to make mandatory redemption payments
or sinking fund payments with respect to the Notes.


                                      -18-
<PAGE>   23

SECTION 3.09. PURCHASE OFFER.

                  (a) In the event that, pursuant to Section 4.07 hereof, the
         Company shall commence an offer to all Holders of the Notes to purchase
         Notes (the "PURCHASE OFFER"), the Company shall follow the procedures
         in this Section 3.09.

                  (b) The Purchase Offer shall remain open for a period
         specified by the Company which shall be no less than 30 calendar days
         and no more than 40 calendar days following its commencement (the
         "COMMENCEMENT DATE") (as determined in accordance with Section 4.07
         hereof), except to the extent that a longer period is required by
         applicable law (the "TENDER PERIOD"). Upon the expiration of the Tender
         Period (the "PURCHASE DATE"), the Company shall purchase the principal
         amount of all of the Notes required to be purchased pursuant to Section
         4.07 hereof (the "OFFER AMOUNT").

                  (c) If the Purchase Date is on or after an interest payment
         record date and on or before the related interest payment date, any
         accrued interest shall be paid to the Person in whose name a Note is
         registered at the close of business on such record date, and no
         additional interest will be payable to Holders who tender Notes
         pursuant to the Purchase Offer.

                  (d) The Company shall provide the Trustee with notice of the
         Purchase Offer at least 10 days before the Commencement Date.

                  (e) On or before the Commencement Date, the Company or the
         Trustee (at the expense of the Company) shall send, by first class
         mail, a notice to each of the Holders, which shall govern the terms of
         the Purchase Offer and shall state:

                         (i) that the Purchase Offer is being made pursuant to
                this Section 3.09 and Section 4.07 hereof, that all Notes
                validly tendered will be accepted for payment and the length of
                time the Purchase Offer will remain open;

                         (ii) the purchase price (as determined in accordance
                with Section 4.07 hereof) and the Purchase Date, and that all
                Notes tendered will be accepted for payment;

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

                         (iv) that, unless the Company defaults in the payment
                of the purchase price, any Note or portion thereof accepted for
                payment pursuant to the Purchase Offer will cease to accrue
                interest after the Purchase Date;

                         (v) that Holders electing to have a Note or portion
                thereof purchased pursuant to any Purchase Offer will be
                required to surrender the Note, with the form entitled "Option
                of Holder to Elect Purchase" on the reverse of the Note
                completed, to the Company, a depositary, if appointed by the
                Company, or a Paying Agent at the address specified in the
                notice prior to the close of business on the third Business Day
                preceding the Purchase Date;

                         (vi) that Holders will be entitled to withdraw their
                election if the Company, depositary or Paying Agent, as the case
                may be, receives, not later than


                                      -19-
<PAGE>   24

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

                         (vii) that Holders whose Notes were purchased only in
                part will be issued new Notes equal in principal amount to the
                unpurchased portion of the Notes surrendered.

                  (f) On or prior to the Purchase Date, the Company shall
         irrevocably deposit with the Trustee or a Paying Agent in immediately
         available funds an amount equal to the Offer Amount to be held for
         payment in accordance with the terms of this Section 3.09. On the
         Purchase Date, the Company shall, to the extent lawful, (i) accept for
         payment the Notes or portions thereof properly tendered pursuant to the
         Purchase Offer, (ii) deliver or cause the depositary or Paying Agent to
         deliver to the Trustee Notes so accepted and (iii) deliver to the
         Trustee an Officers' Certificate stating such Notes or portions thereof
         have been accepted for payment by the Company in accordance with the
         terms of this Section 3.09. The Depositary, the Paying Agent or the
         Company, as the case may be, shall promptly (but in any case not later
         than ten (10) calendar days after the Purchase Date) mail or deliver to
         each tendering Holder an amount equal to the purchase price of the
         Notes tendered by such Holder and accepted by the Company for purchase,
         and the Trustee shall promptly authenticate and mail or deliver to such
         Holders a new Note equal in principal amount to any unpurchased portion
         of the Note surrendered. Any Notes not so accepted shall be promptly
         mailed or delivered by or on behalf of the Company to the Holder
         thereof. The Company will publicly announce in a newspaper of general
         circulation the results of the Purchase Offer on the Purchase Date.

                  (g) The Purchase Offer shall be made by the Company in
         compliance with all applicable provisions of the Exchange Act, and all
         applicable tender offer rules promulgated thereunder, and shall include
         all instructions and materials necessary to enable such Holders to
         tender their Notes.


                                   ARTICLE IV.
                                    COVENANTS

SECTION 4.01. PAYMENT OF NOTES.

         The Company shall pay 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 (other than the Company or an Affiliate of the Company) holds on
that date money designated for and sufficient to pay all principal, premium, if
any, and interest then due. To the extent lawful, the Company shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
(i) overdue principal and premium, if any, at the rate borne by the Notes,
compounded semiannually; and (ii) overdue installments of interest or (without
regard to any applicable grace period) at the same rate, compounded
semiannually.

         Whenever in this Indenture or the Notes there is mentioned, in any
context, the payment of principal (and premium, if any), Offer Amount, interest
or any other amount payable under or with


                                      -20-
<PAGE>   25

respect to any Note such mention shall be deemed to include mention of the
payment of Special Interest provided for in Section 2 of the Notes to the extent
that, in such context, Special Interest is, was or would be payable in respect
thereof pursuant to the provisions of Section 2 of the Notes and express mention
of the payment of Special Interest (if applicable) in any provisions hereof
shall not be construed as excluding Special Interest in those provisions hereof
where such express mention is not made (if applicable).

SECTION 4.02. REPORTS.

         Whether or not required by the rules and regulations of the SEC, so
long as any Notes are outstanding, the Company shall file with the SEC and
furnish to the Trustee and to the Holders of Notes, all quarterly and annual
financial information required to be contained in a filing with the SEC on Forms
10-Q and 10-K, 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, in
each case, as required by the rules and regulations of the SEC as in effect on
the Issuance Date.

SECTION 4.03. COMPLIANCE CERTIFICATE.

         The Company shall deliver to the Trustee, within 90 days after the end
of each fiscal year of the Company, 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, and complied with the covenants
and conditions contained in, this Indenture, and further stating, as to each
such Officer signing such certificate, that to the best of his knowledge the
Company has kept, observed, performed and fulfilled each and every covenant, and
complied with the covenants and conditions contained in this Indenture and is
not in default in the performance or observance of any of the terms, provisions
and conditions hereof (or, if a Default or Event of Default shall have occurred,
describing all such Defaults or Events of Default of which he may have
knowledge) and that to the best of his knowledge no event has occurred and
remains in existence by reason of which payments on account of the principal or
of interest, if any, on the Notes are prohibited.

         One of the Officers signing such Officers' Certificate shall be either
the Company's principal executive officer, principal financial officer or
principal accounting officer.

         The Company will so long as any of the Notes are outstanding, deliver
to the Trustee, forthwith upon becoming aware of any Default or Event of Default
an Officers' Certificate specifying such Default or Event of Default.

         Immediately upon the occurrence of any Registration Default giving rise
to Special Interest or the cure of any such Registration Default, the Company
shall give the Trustee notice thereof and of the event giving rise to such
Registration Default or the cure of any such Registration Default (such notice
to be contained in an Officers' Certificate) and prior to receipt of such
Officers' Certificate the Trustee shall be entitled to assume that no such
Registration Default has occurred or been cured, as the case may be.


                                      -21-
<PAGE>   26

SECTION 4.04. STAY, EXTENSION AND USURY LAWS.

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

SECTION 4.05. CORPORATE EXISTENCE.

         Subject to Article VII hereof, to the extent permitted by law the
Company will do or cause to be done all things necessary to preserve and keep in
full force and effect its corporate existence and the corporate, partnership or
other existence of each subsidiary of the Company in accordance with the
respective organizational documents of each subsidiary and the rights (charter
and statutory), licenses and franchises of the Company; 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 subsidiary,
if the preservation thereof is no longer desirable in the conduct of the
business of the Company and its subsidiaries taken as a whole.

SECTION 4.06. TAXES.

         The Company shall, and shall cause each of its subsidiaries to, pay
prior to delinquency all material taxes, assessments and governmental levies,
except as contested in good faith and by appropriate proceedings.

SECTION 4.07. CHANGE OF CONTROL.

                  (a) Upon the occurrence of a Change of Control, each Holder of
         Notes shall have the right to require the Company to repurchase all or
         any part (equal to $1,000 or an integral multiple thereof) of such
         Holder's Notes pursuant to the Purchase Offer at a purchase price equal
         to 101% of the principal amount thereof plus accrued and unpaid
         interest to the date of purchase (the "CHANGE OF CONTROL PAYMENT").

                  (b) Within 40 days following any Change of Control, the
         Company shall mail to each Holder the notice provided by Section
         3.09(e).

SECTION 4.08. LIMITATION ON STATUS AS INVESTMENT COMPANY.

         The Company shall not, and shall not permit any Subsidiary to, conduct
its business in a fashion that would cause the Company to be required to be
registered as an "investment company" (as that term is defined in the Investment
Company Act of 1940, as amended.


                                      -22-
<PAGE>   27

                                   ARTICLE V.
                                   CONVERSION

SECTION 5.01. CONVERSION PRIVILEGE.

         A Holder of a Note may convert it into fully paid and nonassessable
shares of Common Stock at any time after 90 days following the Issuance Date and
prior to maturity at the Conversion Price then in effect, except that, with
respect to any Note called for redemption, such conversion right shall terminate
at the close of business on the Business Day immediately preceding the
redemption date (unless the Company shall default in making the redemption
payment when it becomes due, in which case the conversion right shall terminate
on the date such default is cured). The number of shares of Common Stock
issuable upon conversion of a Note is determined by dividing the principal
amount of such Note by the conversion price in effect on the Conversion Date
(the "CONVERSION PRICE").

         The initial Conversion Price is stated in paragraph 11 of the Notes and
is subject to adjustment as provided in this Article V.

         A Holder may convert a portion of a Note equal to any integral multiple
of $1,000. Provisions of this Indenture that apply to conversion of all of a
Note also apply to conversion of a portion of it.

SECTION 5.02. CONVERSION PROCEDURE.

         To convert a Note, a Holder must satisfy the requirements in paragraph
11 of the Notes. The date on which the Holder satisfies all of those
requirements is the conversion date (the "CONVERSION DATE"). As soon as
practicable after the Conversion Date, the Company shall deliver to the Holder
through the Conversion Agent a certificate for the number of whole shares of
Common Stock issuable upon the conversion and a check for any fractional share
determined pursuant to Section 5.03 hereof. The Person in whose name the
certificate is registered shall become the stockholder of record on the
Conversion Date and, as of such date, such Person's rights as a Holder shall
cease; provided, however, that no surrender of a Note on any date when the stock
transfer books of the Company shall be closed shall be effective to constitute
the Person entitled to receive the shares of Common Stock upon such conversion
as the stockholder of record of such shares of Common Stock on such date, but
such surrender shall be effective to constitute the Person entitled to receive
such shares of Common Stock as the stockholder of record thereof for all
purposes at the close of business on the next succeeding day on which such stock
transfer books are open; provided further, however, that such conversion shall
be at the Conversion Price in effect on the date that such Note shall have been
surrendered for conversion, as if the stock transfer books of the Company had
not been closed.

         No payment or adjustment will be made for accrued and unpaid interest
on a converted Note, but if any holder surrenders a Note for conversion after
the close of business on the record date for the payment of an installment of
interest and prior to the opening of business on the next interest payment date,
then, notwithstanding such conversion, the interest payable on such interest
payment date shall be paid to the holder of such Note on such record date;
provided, however, that such Note, when surrendered for conversion, must be
accompanied by payment to the Company of an amount equal to the interest payable
on such interest payment date on the portion so converted; provided further,
however, that such payment to the Company described in the immediately preceding
proviso shall not be required in connection with any conversion of a Note that
occurs on or after the date that the Company has issued a notice of redemption
pursuant to Section 3.03 hereof and prior to the date of such redemption.



                                      -23-
<PAGE>   28

         If a Holder converts more than one Note at the same time, the number of
whole shares of Common Stock issuable upon the conversion shall be based on the
total principal amount of Notes converted.

         Upon surrender of a Note that is converted in part, the Trustee shall
authenticate for the Holder a new Note equal in principal amount to the
unconverted portion of the Note surrendered.

SECTION 5.03. FRACTIONAL SHARES.

         The Company will not issue fractional shares of Common Stock upon
conversion of a Note. In lieu thereof, the Company will pay an amount in cash
based upon the Daily Market Price of the Common Stock on the trading day prior
to the date of conversion.

SECTION 5.04. TAXES ON CONVERSION.

         The issuance of certificates for shares of Common Stock upon the
conversion of any Note shall be made without charge to the converting Holder for
such certificates or for any tax in respect of the issuance of such
certificates, and such certificates shall be issued in the respective names of,
or in such names as may be directed by, the Holder or Holders of the converted
Note; provided, however, that in the event that certificates for shares of
Common Stock are to be issued in a name other than the name of the Holder of the
Note converted, such Note, when surrendered for conversion, shall be accompanied
by an instrument of transfer, in form satisfactory to the Company, duly executed
by the registered Holder thereof or his duly authorized attorney; and provided
further, however, that the Company shall not be required to pay any tax which
may be payable in respect of any transfer involved in the issuance and delivery
of any such certificates in a name other than that of the Holder of the
converted Note, and the Company shall not be required to issue or deliver such
certificates unless or until the Person or Persons requesting the issuance
thereof shall have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid or is
not applicable.

SECTION 5.05. COMPANY TO PROVIDE STOCK.

         The Company shall at all times reserve and keep available, free from
preemptive rights, out of its authorized but unissued Common Stock, solely for
the purpose of issuance upon conversion of Notes as herein provided, a
sufficient number of shares of Common Stock to permit the conversion of all
outstanding Notes for shares of Common Stock. All shares of Common Stock which
may be issued upon conversion of the Notes shall be duly authorized, validly
issued, fully paid and nonassessable when so issued. Shares of Common Stock
issuable upon conversion of a Restricted Note shall bear such restrictive
legends as the Company shall provide in accordance with applicable law. If
shares of Common Stock are to be issued upon conversion of a Restricted Note and
they are to be registered in a name other than that of the Holder of such
Restricted Note, then the Person in whose name such shares of Common Stock are
to be registered must deliver to the Trustee a certificate satisfactory to the
Company and signed by such Person as to compliance with the restrictions on
transfer contained in such restrictive legends.

SECTION 5.06. ADJUSTMENT OF CONVERSION PRICE.

         The Conversion Price shall be subject to adjustment from time to time
as follows:

                  (a) In case the Company shall (1) pay a dividend in shares of
         Common Stock to all holders of Common Stock, (2) make a distribution in
         shares of Common Stock to all holders of


                                      -24-
<PAGE>   29

         Common Stock, (3) subdivide its outstanding shares of Common Stock into
         a greater number of shares of Common Stock or (4) combine its
         outstanding shares of Common Stock into a smaller number of shares of
         Common Stock, the Conversion Price in effect immediately prior to such
         action shall be adjusted so that the holder of any Note thereafter
         surrendered for conversion shall be entitled to receive the number of
         shares of Common Stock which he would have owned immediately following
         such action had such Notes been converted immediately prior thereto.
         Any adjustment made pursuant to this subsection (a) shall become
         effective immediately after the record date in the case of a dividend
         or distribution and shall become effective immediately after the
         effective date in the case of a subdivision or combination.

                  (b) In case the Company shall issue rights or warrants to
         substantially all holders of Common Stock entitling them (for a period
         commencing no earlier than the record date for the determination of
         holders of Common Stock entitled to receive such rights or warrants and
         expiring not more than 45 days after such record date) to subscribe for
         or purchase shares of Common Stock (or securities convertible into
         Common Stock) at a price per share less than the current market price
         (as determined pursuant to subsection (f) below) of the Common Stock on
         such record date, the Conversion Price shall be adjusted so that the
         same shall equal the price determined by multiplying the Conversion
         Price in effect immediately prior to such record date by a fraction of
         which the numerator shall be the number of shares of Common Stock
         outstanding on such record date, plus the number of shares of Common
         Stock which the aggregate offering price of the offered shares of
         Common Stock (or the aggregate conversion price of the convertible
         securities so offered) would purchase at such current market price, and
         of which the denominator shall be the number of shares of Common Stock
         outstanding on such record date plus the number of additional shares of
         Common Stock offered (or into which the convertible securities so
         offered are convertible). Such adjustments shall become effective
         immediately after such record date.

                  (c) In case the Company shall distribute to all holders of
         Common Stock shares of capital stock of the Company other than Common
         Stock, evidences of indebtedness or other assets (other than cash
         dividends out of current or retained earnings), or shall distribute to
         substantially all holders of Common Stock, rights or warrants to
         subscribe for securities (other than those referred to in subsection
         (b) above), then in each such case the Conversion Price shall be
         adjusted so that the same shall equal the price determined by
         multiplying the Conversion Price in effect immediately prior to the
         date of such distribution by a fraction of which the numerator shall be
         the current market price (determined as provided in subsection (f)
         below) of the Common Stock on the record date mentioned below less the
         then fair market value (as determined by the Board of Directors, whose
         determination shall be conclusive evidence of such fair market value
         and described in a Board Resolution) of the portion of the assets so
         distributed or of such subscription rights or warrants applicable to
         one share of Common Stock, and of which the denominator shall be such
         current market price of the Common Stock. Such adjustment shall become
         effective immediately after the record date for the determination of
         the holders of Common Stock entitled to receive such distribution.
         Notwithstanding the foregoing, in the event that the Company shall
         distribute rights or warrants (other than those referred to in
         subsection (b) above) ("RIGHTS") pro rata to holders of Common Stock,
         the Company may, in lieu of making any adjustment pursuant to this
         Section 5.06, make proper provision so that each holder of a Note who
         converts such Note (or any portion thereof) after the record date for
         such distribution and prior to the expiration or redemption of the
         Rights shall be entitled to receive upon such conversion, in addition
         to the shares of Common Stock issuable upon such conversion (the
         "CONVERSION SHARES"), a number of Rights to be determined as follows:
         (i) if such


                                      -25-
<PAGE>   30

         conversion occurs on or prior to the date for the distribution to the
         holders of Rights of separate certificates evidencing such Rights (the
         "DISTRIBUTION DATE"), the same number of Rights to which a holder of a
         number of shares of Common Stock equal to the number of Conversion
         Shares is entitled at the time of such conversion in accordance with
         the terms and provisions of and applicable to the Rights; and (ii) if
         such conversion occurs after the Distribution Date, the same number of
         Rights to which a holder of the number of shares of Common Stock into
         which the principal amount of the Note so converted was convertible
         immediately prior to the Distribution Date would have been entitled on
         the Distribution Date in accordance with the terms and provisions of
         and applicable to the Rights.

                  (d) In case the Company shall, by dividend or otherwise, at
         any time distribute to all holders of its Common Stock cash (including
         any distributions of cash out of current or retained earnings of the
         Company but excluding any cash that is distributed as part of a
         distribution requiring a Conversion Price adjustment pursuant to
         paragraph (c) of this Section 5.06) in an aggregate amount that,
         together with the sum of (x) the aggregate amount of any other
         distributions to all holders of its Common Stock made in cash plus (y)
         all Excess Payments, in each case made within the 12 months preceding
         the date fixed for determining the stockholders entitled to such
         distribution (the "DISTRIBUTION RECORD DATE") and in respect of which
         no Conversion Price adjustment pursuant to paragraphs (c) or (e) of
         this Section 5.06 or this paragraph (d) has been made, exceeds 15% of
         the product of the current market price per share (determined as
         provided in paragraph (f) of this Section 5.06) of the Common Stock on
         the Distribution Record Date times the number of shares of Common Stock
         outstanding on the Distribution Record Date (excluding shares held in
         the treasury of the Company), the Conversion Price shall be reduced so
         that the same shall equal the price determined by multiplying such
         Conversion Price in effect immediately prior to the effectiveness of
         the Conversion Price reduction contemplated by this paragraph (d) by a
         fraction of which the numerator shall be the current market price per
         share (determined as provided in paragraph (f) of this Section 5.06) of
         the Common Stock on the Distribution Record Date less the amount of
         such cash and other consideration (including any Excess Payments) so
         distributed applicable to one share (based on the pro rata portion of
         the aggregate amount of such cash and other consideration (including
         any Excess Payments), divided by the shares of Common Stock outstanding
         on the Distribution Record Date) of Common Stock and the denominator
         shall be such current market price per share (determined as provided in
         paragraph (f) of this Section 5.06) of the Common Stock on the
         Distribution Record Date, such reduction to become effective
         immediately prior to the opening of business on the day following the
         Distribution Record Date.

                  (e) In case a tender offer or other negotiated transaction
         made by the Company or any Subsidiary for all or any portion of the
         Common Stock shall be consummated, if an Excess Payment is made in
         respect of such tender offer or other negotiated transaction and the
         amount of such Excess Payment, together with the sum of (x) the
         aggregate amount of all Excess Payments plus (y) the aggregate amount
         of all distributions to all holders of the Common Stock made in cash
         (specifically including distributions of cash out of retained
         earnings), in each case made within the 12 months preceding the date of
         payment of such current negotiated transaction consideration or
         expiration of such current tender offer, as the case may be (the
         "TENDER PAYMENT DATE"), and as to which no adjustment pursuant to
         paragraph (c) or paragraph (d) of this Section 5.06 or this paragraph
         (e) has been made, exceeds 15% of the product of the current market
         price per share (determined as provided in paragraph (f) of this
         Section 5.06) of the Common Stock on the Tender Payment Date times the
         number of shares of Common Stock outstanding (including any tendered
         shares but excluding any shares held in the treasury of the


                                      -26-
<PAGE>   31

         Company) on the Tender Payment Date, the Conversion Price shall be
         reduced so that the same shall equal the price determined by
         multiplying such Conversion Price in effect immediately prior to the
         effectiveness of the Conversion Price reduction contemplated by this
         paragraph (e) by a fraction of which the numerator shall be the current
         market price per share (determined as provided in paragraph (f) of this
         Section 5.06) of the Common Stock on the Tender Payment Date less the
         amount of such Excess Payments and such cash distributions, if any,
         applicable to one share (based on the pro rata portion of the aggregate
         amount of such Excess Payments and such cash distributions, divided by
         the shares of Common Stock outstanding on the Tender Payment Date) of
         Common Stock and the denominator shall be such current market price per
         share (determined as provided in paragraph (f) of this Section 5.06) of
         the Common Stock on the Tender Payment Date, such reduction to become
         effective immediately prior to the opening of business on the day
         following the Tender Payment Date.

                  (f) The current market price per share of Common Stock on any
         date shall be deemed to be the average of the Daily Market Prices for
         the shorter of (i) ten consecutive business days ending on the last
         full trading day on the exchange or market referred to in determining
         such Daily Market Prices prior to the time of determination or (ii) the
         period commencing on the date next succeeding the first public
         announcement of the issuance of such rights or such warrants or such
         other distribution or such negotiated transaction through such last
         full trading day on the exchange or market referred to in determining
         such Daily Market Prices prior to the time of determination.

                  (g) In any case in which this Section 5.06 shall require that
         an adjustment be made immediately following a record date, the Company
         may elect to defer (but only until five Business Days following the
         filing by the Company with the Trustee of the certificate described in
         Section 5.10 hereof) issuing to the holder of any Note converted after
         such record date the shares of Common Stock and other Capital Stock of
         the Company issuable upon such conversion over and above the shares of
         Common Stock and other Capital Stock of the Company issuable upon such
         conversion only on the basis of the Conversion Price prior to
         adjustment; and, in lieu of the shares the issuance of which is so
         deferred, the Company shall issue or cause its transfer agents to issue
         due bills or other appropriate evidence of the right to receive such
         shares.

SECTION 5.07. NO ADJUSTMENT.

         No adjustment in the Conversion Price shall be required until
cumulative adjustments amount to 1% or more of the Conversion Price as last
adjusted; provided, however, that any adjustments which by reason of this
Section 5.07 are not required to be made shall be carried forward and taken into
account in any subsequent adjustment. All calculations under this Article V
shall be made to the nearest cent or to the nearest one-hundredth of a share, as
the case may be. No adjustment need be made for rights to purchase Common Stock
pursuant to a Company plan for reinvestment of dividends or interest. No
adjustment need be made for a change in the par value or no par value of the
Common Stock.

SECTION 5.08. OTHER ADJUSTMENTS.

         (a) In the event that, as a result of an adjustment made pursuant to
Section 5.06 hereof, the holder of any Note thereafter surrendered for
conversion shall become entitled to receive any shares of Capital Stock of the
Company other than shares of its Common Stock, thereafter the Conversion Price
of such other shares so receivable upon conversion of any Note shall be subject
to adjustment from time to


                                      -27-
<PAGE>   32

time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to Common Stock contained in this Article V.

         (b) In the event that shares of Common Stock are not delivered after
the expiration of any of the rights or warrants referred to in Section 5.06(b)
and Section 5.06(c) hereof, the Conversion Price shall be readjusted to the
Conversion Price which would otherwise be in effect had the adjustment made upon
the issuance of such rights or warrants been made on the basis of delivery of
only the number of shares of Common Stock actually delivered.

SECTION 5.09. ADJUSTMENTS FOR TAX PURPOSES.

         The Company may make such reductions in the Conversion Price, in
addition to those required by Section 5.06 hereof, as it determines to be
advisable in order that any stock dividend, subdivision of shares, distribution
or rights to purchase stock or securities or distribution of securities
convertible into or exchangeable for stock made by the Company to its
stockholders will not be taxable to the recipients thereof.

SECTION 5.10. NOTICE OF ADJUSTMENT.

         Whenever the Conversion Price is adjusted, the Company shall promptly
mail to Holders at the addresses appearing on the Registrar's books a notice of
the adjustment and file with the Trustee an Officers' Certificate briefly
stating the facts requiring the adjustment and the manner of computing it. The
certificate shall be conclusive evidence of the correctness of such adjustment.

SECTION 5.11. NOTICE OF CERTAIN TRANSACTIONS.

         In the event that:

         (1) the Company takes any action which would require an adjustment in
the Conversion Price;

         (2) the Company takes any action that would require a supplemental
indenture pursuant to Section 5.12; or

         (3) there is a dissolution or liquidation of the Company;

a Holder of a Note may wish to convert such Note into shares of Common Stock
prior to the record date for or the effective date of the transaction so that he
may receive the rights, warrants, securities or assets which a holder of shares
of Common Stock on that date may receive. Therefore, the Company shall mail to
Holders at the addresses appearing on the Registrar's books and the Trustee a
notice stating the proposed record or effective date, as the case may be. The
Company shall mail the notice at least 15 days before such date; however,
failure to mail such notice or any defect therein shall not affect the validity
of any transaction referred to in clause (1), (2) or (3) of this Section 5.11.

SECTION 5.12. EFFECT OF RECLASSIFICATIONS, CONSOLIDATIONS, MERGERS OR SALES ON
CONVERSION PRIVILEGE.

         If any of the following shall occur, namely: (i) any reclassification
or change in the Common Stock issuable upon conversion of Notes (other than a
change in par value, or from par value to no par value, or from no par value to
par value, or as a result of a subdivision or combination), (ii) any
consolidation or merger to which the Company is a party other than a merger in
which the Company is


                                      -28-
<PAGE>   33

the continuing corporation and which does not result in any reclassification of,
or change (other than a change in name, or par value, or from par value to no
par value, or from no par value to par value or as a result of a subdivision or
combination) in, the Common Stock or (iii) any sale or conveyance of all or
substantially all of the property or business of the Company as an entirety,
then the Company, or such successor or purchasing corporation, as the case may
be, shall, as a condition precedent to such reclassification, change,
consolidation, merger, sale or conveyance, execute and deliver to the Trustee a
supplemental indenture in form reasonably satisfactory to the Trustee providing
that the holder of each Note then outstanding shall have the right to convert
such Note into the kind and amount of shares of stock and other securities and
property (including cash) receivable upon such reclassification, change,
consolidation, merger, sale or conveyance by a holder of the number of shares of
Common Stock deliverable upon conversion of such Note immediately prior to such
reclassification, change, consolidation, merger, sale or conveyance. Such
supplemental indenture shall provide for adjustments of the Conversion Price
which shall be as nearly equivalent as may be practicable to the adjustments of
the Conversion Price provided for in this Article V. The foregoing, however,
shall not in any way affect the right a holder of a Note may otherwise have,
pursuant to clause (ii) of the last sentence of subsection (c) of Section 5.06
hereof, to receive Rights upon conversion of a Note. If, in the case of any such
consolidation, merger, sale or conveyance, the stock or other securities and
property (including cash) receivable thereupon by a holder of Common Stock
includes shares of stock or other securities and property of a corporation other
than the successor or purchasing corporation, as the case may be, in such
consolidation, merger, sale or conveyance, then such supplemental indenture
shall also be executed by such other corporation and shall contain such
additional provisions to protect the interests of the holders of the Notes as
the Board of Directors of the Company shall reasonably consider necessary by
reason of the foregoing. The provision of this Section 5.12 shall similarly
apply to successive consolidations, mergers, sales or conveyances.

         In the event the Company shall execute a supplemental indenture
pursuant to this Section 5.12, the Company shall promptly file with the Trustee
an Officers' Certificate briefly stating the reasons therefor, the kind or
amount of shares of stock or securities or property (including cash) receivable
by holders of the Notes upon the conversion of their Notes after any such
reclassification, change, consolidation, merger, sale or conveyance and any
adjustment to be made with respect thereto.

SECTION 5.13. TRUSTEE'S DISCLAIMER.

         The Trustee has no duty to determine when an adjustment under this
Article V should be made, how it should be made or what such adjustment should
be, but may accept as conclusive evidence of the correctness of any such
adjustment, and shall be protected in relying upon the Officers' Certificate
with respect thereto which the Company is obligated to file with the Trustee
pursuant to Section 5.10 hereof. The Trustee makes no representation as to the
validity or value of any securities or assets issued upon conversion of Notes,
and the Trustee shall not be responsible for the Company's failure to comply
with any provisions of this Article V.

         The Trustee shall not be under any responsibility to determine the
correctness of any provisions contained in any supplemental indenture executed
pursuant to Section 5.12, but may accept as conclusive evidence of the
correctness thereof, and shall be protected in relying upon, the Officers'
Certificate with respect thereto which the Company is obligated to file with the
Trustee pursuant to Section 5.12 hereof.


                                      -29-
<PAGE>   34


                                   ARTICLE VI.
                                  SUBORDINATION

SECTION 6.01. AGREEMENT TO SUBORDINATE AND RANKING.

         The Company, for itself and its successors, and each holder, by his
acceptance of Notes, agree that the payment of the principal of or interest on
or any other amounts due on the Notes is subordinated in right and priority of
payment, to the extent and in the manner stated in this Article VI, to the prior
payment in full of all existing and future Senior Debt. The Notes shall rank
pari passu with, and shall not be senior in right of payment to such other
Indebtedness of the Company whether outstanding on the date of this Indenture or
hereafter created, incurred, issued or guaranteed by the Company, whenever the
instrument creating or evidencing such Indebtedness expressly provides that such
Indebtedness ranks pari passu with the Notes.

SECTION 6.02. NO PAYMENT ON NOTES IF SENIOR DEBT IN DEFAULT.

         Anything in this Indenture to the contrary notwithstanding, no payment
on account of principal of or redemption of, interest on or other amounts due on
the Notes, and no redemption, purchase, or other acquisition of the Notes, shall
be made by or on behalf of the Company (i) unless full payment of amounts then
due for principal and interest and of all other amounts then due on all Senior
Debt has been made or duly provided for pursuant to the terms of the instrument
governing such Senior Debt, (ii) if, at the time of such payment, redemption,
purchase or other acquisition, or immediately after giving effect thereto, there
shall exist under any Senior Debt, or any agreement pursuant to which any Senior
Debt is issued, any default, which default shall not have been cured or waived
and which default shall have resulted in the full amount of such Senior Debt
being declared due and payable or (iii) if, at the time of such payment,
redemption, purchase or other acquisition, the Trustee shall have received
written notice from any of the holders of Senior Debt or such holder's
representative (a "PAYMENT BLOCKAGE NOTICE") that there exists under such Senior
Debt, or any agreement pursuant to which such Senior Debt is issued, any
default, which default shall not have been cured or waived, permitting the
holders thereof to declare any amounts of such Senior Debt due and payable, but
only for the period (the "PAYMENT BLOCKAGE PERIOD") commencing on the date of
receipt of the Payment Blockage Notice and ending (unless earlier terminated by
notice given to the Trustee by the holders of such Senior Debt) on the earlier
of (a) the date on which such event of default shall have been cured or waived
or (b)180 days from the receipt of the Payment Blockage Notice. Upon termination
of the Payment Blockage Period, payments on account of principal of or interest
on the Notes (other than, subject to Section 6.03 hereof, amounts due and
payable by reason of the acceleration of the maturity of the Notes) and
redemptions, purchases or other acquisitions may be made by or on behalf of the
Company. Notwithstanding anything herein to the contrary, (a) only one Payment
Blockage Notice may be given during any period of 360 consecutive days with
respect to the same event of default or any other events of default on the same
issue of Senior Debt existing and known to the Person giving such notice at the
time of such notice unless such event of default or such other events of default
have been cured or waived for a period of not less than 90 consecutive days and
(b) no new Payment Blockage Period may be commenced by the holder or holders of
the same issue of Senior Debt or their representative or representatives during
any period of 360 consecutive days unless all events of default which were the
object of the immediately preceding Payment Blockage Notice, and any other event
of default on the same issue of Senior Debt existing and known to the Person
giving such notice at the time of such notice, have been cured or waived.

         In the event that, notwithstanding the provisions of this Section 6.02,
payments are made by or on behalf of the Company in contravention of the
provisions of this Section 6.02, such payments shall be


                                      -30-
<PAGE>   35

held by the Trustee, any Paying Agent or the Holders, as applicable, in trust
for the benefit of, and shall be paid over to and delivered to, the holders of
Senior Debt or their representative or the trustee under the indenture or other
agreement (if any), pursuant to which any instruments evidencing any Senior Debt
may have been issued for application to the payment of all Senior Debt ratably
according to the aggregate amounts remaining unpaid to the extent necessary to
pay all Senior Debt in full in accordance with the terms of such Senior Debt,
after giving effect to any concurrent payment or distribution to or for the
holders of Senior Debt.

         The Company shall give prompt written notice to the Trustee and any
Paying Agent of any default or event of default under any Senior Debt or under
any agreement pursuant to which any Senior Debt may have been issued.

SECTION 6.03. DISTRIBUTION ON ACCELERATION OF NOTES; DISSOLUTION AND
REORGANIZATION; SUBROGATION OF NOTES.

         (a) If the Notes are declared due and payable because of the occurrence
of an Event of Default, the Company or the Trustee shall give prompt written
notice to the holders of all Senior Debt or to the trustee(s) for such Senior
Debt of such acceleration. The Company may not pay the principal of or interest
on or any other amounts due on the Notes until five days after such holders or
trustee(s) of Senior Debt receive such notice and, thereafter, the Company may
pay the principal of or interest on or any other amounts due on the Notes only
if the provisions of this Article VI permit such payment.

         (b) Upon (i) any acceleration of the principal amount due on the Notes
because of an Event of Default or (ii) any distribution of assets of the Company
upon any dissolution, winding up, liquidation or reorganization of the Company
(whether in bankruptcy, insolvency or receivership proceedings or upon an
assignment for the benefit of creditors or any other dissolution, winding up,
liquidation or reorganization of the Company):

                  (1) the holders of all Senior Debt shall first be entitled to
         receive payment in full of the principal thereof, the interest thereon
         and any other amounts due thereon before the Holders are entitled to
         receive payment on account of the principal of or interest on or any
         other amounts due on the Notes;

                  (2) any payment or distribution of assets of the Company of
         any kind or character, whether in cash, property or securities (other
         than securities of the Company as reorganized or readjusted or
         securities of the Company or any other corporation provided for by a
         plan of reorganization or readjustment the payment of which is
         subordinate, at least to the extent provided in this Article VI with
         respect to the Notes, to the payment in full without diminution or
         modification by such plan of all Senior Debt), to which the Holders or
         the Trustee would be entitled except for the provisions of this Article
         VI, shall be paid by the liquidating trustee or agent or other Person
         making such a payment or distribution, directly to the holders of
         Senior Debt (or their representatives(s) or trustee(s) acting on their
         behalf), ratably according to the aggregate amounts remaining unpaid on
         account of the principal of or interest on and other amounts due on the
         Senior Debt held or represented by each, to the extent necessary to
         make payment in full of all Senior Debt remaining unpaid, after giving
         effect to any concurrent payment or distribution to the holders of such
         Senior Debt; and

                  (3) in the event that, notwithstanding the foregoing, any
         payment or distribution of assets of the Company of any kind or
         character, whether in cash, property or securities (other


                                      -31-
<PAGE>   36

         than securities of the Company as reorganized or readjusted, or
         securities of the Company or any other corporation provided for by a
         plan of reorganization or readjustment the payment of which is
         subordinate, at least to the extent provided in this Article VI with
         respect to the Notes, to the payment in full without diminution or
         modification by such plan of Senior Debt), shall be received by the
         Trustee or the Holders before all Senior Debt is paid in full, such
         payment or distribution shall be held in trust for the benefit of, and
         be paid over to upon request by a holder of the Senior Debt, the
         holders of the Senior Debt remaining unpaid (or their representatives)
         or trustee(s) acting on their behalf, ratably as aforesaid, for
         application to the payment of such Senior Debt until all such Senior
         Debt shall have been paid in full, after giving effect to any
         concurrent payment or distribution to the holders of such Senior Debt.

         Subject to the payment in full of all Senior Debt, the Holders shall be
subrogated to the rights of the holders of Senior Debt to receive payments or
distributions of cash, property or securities of the Company applicable to the
Senior Debt until the principal of and interest on the Notes shall be paid in
full and, for purposes of such subrogation, no such payments or distributions to
the holders of Senior Debt of cash, property or securities which otherwise would
have been payable or distributable to Holders shall, as between the Company, its
creditors other than the holders of Senior Debt, and the Holders, be deemed to
be a payment by the Company to or on account of the Senior Debt, it being
understood that the provisions of this Article VI are and are intended solely
for the purpose of defining the relative rights of the Holders, on the one hand,
and the holders of Senior Debt, on the other hand.

         Nothing contained in this Article VI or elsewhere in this Indenture or
in the Notes is intended to or shall (i) impair, as between the Company and its
creditors other than the holders of Senior Debt, the obligation of the Company,
which is absolute and unconditional, to pay to the Holders the principal of and
interest on the Notes as and when the same shall become due and payable in
accordance with the terms of the Notes or is intended to or (ii) affect the
relative rights of the Holders and creditors of the Company other than holders
of Senior Debt or, as between the Company and the Trustee, the obligations of
the Company to the Trustee, or (iii) prevent the Trustee or the Holders from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article VI of the
holders of Senior Debt in respect of cash, property and securities of the
Company received upon the exercise of any such remedy.

         Upon distribution of assets of the Company referred to in this Article
VI, the Trustee, subject to the provisions of Section 9.01 hereof, and the
Holders shall be entitled to rely upon a certificate of the liquidating trustee
or agent or other Person making any distribution to the Trustee or to the
Holders for the purpose of ascertaining the Persons entitled to participate in
such distribution, the holders of the Senior Debt and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article VI.
The Trustee, however, shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt. Nothing contained in this Article VI or elsewhere in
this Indenture, or in any of the Notes, shall prevent the good faith application
by the Trustee of any moneys which were deposited with it hereunder, prior to
its receipt of written notice of facts which would prohibit such application,
for the purpose of the payment of or on account of the principal of or interest
on, the Notes unless, prior to the date on which such application is made by the
Trustee, the Trustee shall be charged with notice under Section 6.03(d) hereof
of the facts which would prohibit the making of such application.

         (c) The provisions of this Article VI shall not be applicable to any
cash, properties or securities received by the Trustee or by any Holder when
received as a holder of Senior Debt and nothing in


                                      -32-
<PAGE>   37

Section 9.11 hereof or elsewhere in this Indenture shall deprive the Trustee or
such Holder of any of its rights as such holder.

         (d) The Company shall give prompt written notice to the Trustee of any
fact known to the Company which would prohibit the making of any payment of
money to or by the Trustee in respect of the Notes pursuant to the provisions of
this Article VI. The Trustee, subject to the provisions of Section 9.01 hereof,
shall be entitled to assume that no such fact exists unless the Company or any
holder of Senior Debt or any trustee therefor has given such notice to the
Trustee. Notwithstanding the provisions of this Article VI or any other
provisions of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any fact which would prohibit the making of any payment of
monies to or by the Trustee in respect of the Notes pursuant to the provisions
in this Article VI, unless, and until three Business Days after, the Trustee
shall have received written notice thereof from the Company or any holder or
holders of Senior Debt or from any trustee therefor; and, prior to the receipt
of any such written notice, the Trustee, subject to the provisions of Section
9.01 hereof, shall be entitled in all respects conclusively to assume that no
such facts exist; provided that if on a date not less than three Business Days
immediately preceding the date upon which by the terms hereof any such monies
may become payable for any purpose (including, without limitation, the principal
of or interest on any Note), the Trustee shall not have received with respect to
such monies the notice provided for in this Section 6.03(d), than anything
herein contained to the contrary notwithstanding, the Trustee shall have full
power and authority to receive such monies and to apply the same to the purpose
for which they were received, and shall not be affected by any notice to the
contrary which may be received by it on or after such prior date.

         The Trustee shall be entitled to rely on the delivery to it of a
written notice by a Person representing himself to be a holder of Senior Debt
(or a trustee on behalf of such holder) to establish that such notice has been
given by a holder of Senior Debt (or a trustee on behalf of any such holder or
holders). In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of
Senior Debt to participate in any payment or distribution pursuant to this
Article VI, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Debt held by
such Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under this Article VI, and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment; nor shall the Trustee be
charged with knowledge of the curing or waiving of any default of the character
specified in Section 6.02 hereof or that any event or any condition preventing
any payment in respect of the Notes shall have ceased to exist, unless and until
the Trustee shall have received an Officers' Certificate to such effect.

         (e) The provisions of this Section 6.03 applicable to the Trustee shall
also apply to any Paying Agent for the Company.

SECTION 6.04 RELIANCE BY SENIOR DEBT ON SUBORDINATION PROVISIONS.

         Each Holder of any Note by his acceptance thereof acknowledges and
agrees that the foregoing subordination provisions are, and are intended to be,
an inducement and a consideration for each holder of any Senior Debt, whether
such Senior Debt was created or acquired before or after the issuance of the
Notes, to acquire and continue to hold, or to continue to hold, such Senior
Debt, and such holder of Senior Debt shall be deemed conclusively to have relied
on such subordination provisions in acquiring and continuing to hold, or in
continuing to hold, such Senior Debt. Notice of any default in the payment



                                      -33-
<PAGE>   38

of any Senior Debt, except as expressly stated in this Article VI, and notice of
acceptance of the provisions hereof are hereby expressly waived. Except as
otherwise expressly provided herein, no waiver, forbearance or release by any
holder of Senior Debt under such Senior Debt or under this Article VI shall
constitute a release of any of the obligations or liabilities of the Trustee or
Holders of the Notes provided in this Article VI.

SECTION 6.05. NO WAIVER OF SUBORDINATION PROVISIONS.

         Except as otherwise expressly provided herein, no right of any present
or future holder of any Senior Debt to enforce subordination as herein provided
shall at any time in any way be prejudiced or impaired by any act or failure to
act on the part of the Company or by any act or failure to act, in good faith,
by any such holder, or by any noncompliance by the Company with the terms,
provisions and covenants of this Indenture, regardless of any knowledge thereof
any such holder may have or be otherwise charged with.

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

SECTION 6.06. TRUSTEE'S RELATION TO SENIOR DEBT.

         The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article VI in respect of any Senior Debt at any time
held by it, to the same extent as any holder of Senior Debt, and nothing in
Section 9.11 hereof or elsewhere in this Indenture shall deprive the Trustee of
any of its rights as such holder.

         With respect to the holders of Senior Debt, the Trustee undertakes to
perform or to observe only such of its covenants and obligation, as are
specifically set forth in this Article VI, and no implied covenants or
obligations with respect to the holders of Senior Debt shall be read into this
Indenture against the Trustee. The Trustee shall not owe any fiduciary duty to
the holders of Senior Debt but shall have only such obligations to such holders
as are expressly set forth in this Article VI.

         Each Holder of a Note by his acceptance thereof authorizes and directs
the Trustee on his behalf to take such action as may be necessary or appropriate
to effectuate the subordination provided in this Article VI and appoints the
Trustee his attorney-in-fact for any and all such purposes, including, in the
event of any dissolution, winding up or liquidation or reorganization under any
applicable bankruptcy law of the Company (whether in bankruptcy, insolvency or
receivership proceedings or otherwise), the timely filing of a claim for the
unpaid balance of such Holder's Notes in the form required in such proceedings
and the causing of such claim to be approved. If the Trustee does not file a
claim or proof of debt in the form required in such proceedings prior to 30 days
before the expiration of the time to file such claims or proofs, then any holder
or holders of Senior Debt or their representative or representatives shall have
the right to demand, sue for, collect, receive and receipt for the payments and
distributions in


                                      -34-
<PAGE>   39

respect of the Notes which are required to be paid or delivered to the holders
of Senior Debt as provided in this Article VI and to file and prove all claims
therefore and to take all such other action in the name of the holders or
otherwise, as such holders of Senior Debt or representative thereof may
determine to be necessary or appropriate for the enforcement of the provisions
of this Article VI.

SECTION 6.07. OTHER PROVISIONS SUBJECT HERETO.

         Expect as expressly stated in this Article VI, notwithstanding anything
contained in this Indenture to the contrary, all the provisions of this
Indenture and the Notes are subject to the provisions of this Article VI.
However, nothing in this Article VI shall apply to or adversely affect the
claims of, or payment, to, the Trustee pursuant to Section 9.07 hereof.
Notwithstanding the foregoing, the failure to make a payment on account of
principal of or interest on the Notes by reason of any provision of this Article
VI shall not be construed as preventing the occurrence of an Event of Default
under Section 8.01 hereof.

                                  ARTICLE VII.
                                   SUCCESSORS

SECTION 7.01. SALE OF ASSETS.

         The Company may not 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 corporation, Person or entity unless:

                  (a) the entity or Person to which such sale, assignment,
         transfer, lease, conveyance or other disposition shall have been made
         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 to which such sale, assignment,
         transfer, lease, conveyance or other disposition will have been made
         assumes all the Obligations of the Company, pursuant to a supplemental
         indenture in a form reasonably satisfactory to the Trustee, under the
         Notes and this Indenture; and

                  (c) immediately after such transaction no Default or Event
         of Default exists.

SECTION 7.02. 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 accordance with Section 7.01 or Section 8.01(i) 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 and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor Person has been named as the Company herein;
provided, however, that the predecessor Company in the case of a sale,
assignment, transfer, lease, conveyance or other disposition shall not be
released from the obligation to pay the principal of and interest on the Notes.



                                      -35-
<PAGE>   40

                                  ARTICLE VIII.
                              DEFAULTS AND REMEDIES

SECTION 8.01. EVENTS OF DEFAULT.

         An "EVENT OF DEFAULT" occurs if:

                  (a) the Company defaults in the payment of interest on any
         Note when the same becomes due and payable and the Default continues
         for a period of 30 days after the date due and payable;

                  (b) the Company defaults in the payment of the principal of
         any Note when the same becomes due and payable at maturity, upon
         optional redemption, in connection with a Purchase Offer, upon
         declaration or otherwise;

                  (c) the Company fails to observe or perform for a period of 30
         days after notice any covenant or agreement contained in Sections 4.07
         and 7.01 hereof (other than, in the case of Section 4.07 a failure to
         purchase Notes in connection with a Purchase Offer) hereof;

                  (d) the Company fails to observe or perform any other covenant
         or agreement contained in this Indenture or the Notes, required by it
         to be performed and the Default continues for a period of 60 days after
         notice from the Trustee to the Company or from the Holders of 25% in
         aggregate principal amount of the then outstanding Notes to the Company
         and the Trustee stating that such notice is a "Notice of Default";

                  (e) default under any mortgage, indenture or instrument under
         which there may be issued or by which there may be secured or evidenced
         any Indebtedness for money borrowed by the Company or any of its
         Subsidiaries that is a Significant Subsidiary or any group of two or
         more Subsidiaries that, taken as a whole, would constitute a
         Significant Subsidiary, or the payment of which is guaranteed by the
         Company or any of its Subsidiaries that is a Significant Subsidiary or
         any group of two or more Subsidiaries that, taken as a whole, would
         constitute a Significant Subsidiary, whether such Indebtedness or
         guarantee now exists or is created after the Issuance Date, which
         default:

                         (i) is caused by a failure to pay when due principal of
                or interest on such Indebtedness within the grace period
                provided for in such Indebtedness (which failure continues
                beyond any applicable grace period) (a "PAYMENT DEFAULT") or

                         (ii) results in the acceleration of such Indebtedness
                prior to its express maturity and, in each case, the principal
                amount of any such Indebtedness, together with the principal
                amount of any other such Indebtedness under which there is a
                Payment Default or the maturity of which has been so
                accelerated, aggregates $50 million or more;

                  (f) failure by the Company or any of its Subsidiaries that is
         a Significant Subsidiary or any group of two or more Subsidiaries that,
         taken as a whole, would constitute a Significant Subsidiary to pay
         final judgments for the payment of money (other than any judgment as to
         which a reputable insurance company has accepted liability subject to
         customary terms)



                                      -36-
<PAGE>   41

         aggregating in excess of $50 million, which judgments are not paid,
         discharged or stayed within 60 days after their entry;

                  (g) the Company or any of its Subsidiaries that is a
         Significant Subsidiary or any group of two or more Subsidiaries that,
         taken as a whole, would constitute a Significant Subsidiary pursuant to
         or within the meaning of any Bankruptcy Law:

                         (i)  commences a voluntary case;

                         (ii) consents to the entry of an order for relief
                against it in an involuntary case in which it is the debtor;

                         (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 unable to pay its debts as the same
                become due;

                  (h) 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
                Subsidiaries that is a Significant Subsidiary or any group of
                two or more Subsidiaries that, taken as a whole, would
                constitute a Significant Subsidiary in an involuntary case;

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

                         (iii) orders the liquidation of the Company or any of
                its Subsidiaries that is a Significant Subsidiary or any group
                of two or more Subsidiaries that, taken as a whole, would
                constitute a Significant Subsidiary, and the order or decree
                remains unstayed and in effect for 60 days; and

                  (i) The approval by the shareholders of the Company of any
         merger, amalgamation or consolidation by the Company (whether or not
         the Company is the surviving corporation) and whether or not such
         merger, amalgamation or consolidation is in one or more related
         transactions if, (x) the successor corporation, Person or entity (A)
         does not assume all the Obligations of the Company, pursuant to a
         supplemental indenture in a form reasonably satisfactory to the
         Trustee, under the Notes and this Indenture (to the extent any such
         supplemental indenture may be necessary, in the opinion of the Trustee,
         to evidence the Company's continuing obligations under the Indenture)
         and (B) is not a corporation, Person or entity organized or existing
         under the laws of the United States, any state thereof or the District
         of Columbia or (y) immediately after such transaction, any Default or
         Event of Default exists.

The term "BANKRUPTCY LAW" means Title 11, U.S. Code or any similar federal,
state or foreign law for the relief of debtors or the protection of creditors.
The term "CUSTODIAN" means any receiver, trustee, assignee, liquidator or
similar official under any Bankruptcy Law.



                                      -37-
<PAGE>   42

SECTION 8.02. ACCELERATION.

         If an Event of Default (other than an Event of Default specified in
clauses (g), (h), and (i) of Section 8.01 hereof) occurs and is continuing, the
Trustee by notice to the Company, or the Holders of at least 25% in principal
amount of the then outstanding Notes by notice to the Company and the Trustee,
may declare all the Notes to be due and payable. Upon such declaration, the
principal of, premium, if any, and interest on the Notes shall be due and
payable immediately. If an Event of Default specified in clause (g), (h) or (i)
of Section 8.01 hereof occurs, such an amount shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder.

         If the Notes have been declared due and payable as a result of the
acceleration of Indebtedness prior to its express maturity pursuant to Section
8.01(e)(ii), such declaration shall be automatically rescinded if the
acceleration of such Indebtedness has been rescinded or annulled within 30 days
after such acceleration in accordance with the mortgage, indenture or instrument
under which it was issued and the conditions set forth in clauses (i) and (ii)
in the next paragraph are satisfied.

         Except as otherwise provided in the immediately preceding paragraph,
the Holders of a majority in principal amount of the then outstanding Notes by
notice to the Trustee may rescind an acceleration and its consequences (i) if
the rescission would not conflict with any judgment or decree of a court of
competent jurisdiction and (ii) if all existing Events of Default have been
cured or waived except nonpayment of principal or interest on the Notes that has
become due solely because of the acceleration of the Notes.

SECTION 8.03. OTHER REMEDIES.

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

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

SECTION 8.04. WAIVER OF PAST DEFAULTS.

         The Holders of a majority in principal amount of the then outstanding
Notes by notice to the Trustee may on behalf of all of the Holders of the Notes
waive an existing Default or Event of Default and its consequences except a
continuing Default or Event of Default in the payment of the principal of or
interest on any Note. When a Default or Event of Default is waived, it is cured
and ceases; but no such waiver shall extend to any subsequent or other Default
or impair any right consequent thereon.

SECTION 8.05. CONTROL BY MAJORITY.

         The Holders of a majority in principal amount of the then outstanding
Notes may direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
it. However, the Trustee may refuse to follow any direction that


                                      -38-
<PAGE>   43

conflicts with law or this Indenture, is unduly prejudicial to the rights of
other Holders, or would involve the Trustee in personal liability.

SECTION 8.06. LIMITATION ON SUITS.

         A Holder may pursue a remedy with respect to this Indenture or the
Notes only if:

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

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

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

SECTION 8.07. RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

         Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal 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 the Holder made pursuant to this
Section 8.07.

SECTION 8.08. COLLECTION SUIT BY TRUSTEE.

         If an Event of Default specified in Section 8.01(a) or (b), hereof
occurs and is continuing, the Trustee may recover judgment in its own name and
as trustee of an express trust against the Company for the whole amount of
principal and interest remaining unpaid on the Notes and interest on overdue
principal and interest and such further amount as shall be sufficient to cover
the costs and, to the extent lawful, expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

SECTION 8.09. TRUSTEE MAY FILE PROOFS OF CLAIM.

         The Trustee may file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee and
the Holders allowed in any judicial proceedings relative to the Company, its
creditors or its property. Nothing contained herein 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 thereof, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.


                                      -39-
<PAGE>   44

SECTION 8.10. PRIORITIES.

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

         First: to the Trustee for amounts due under Section 9.07 hereof;

         Second: to the holders of Senior Debt to the extent required by Article
VI;

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

         Fourth: to the Company.

         The Trustee may fix a record date and payment date for any payment to
Holders made pursuant to this Section 8.10.

SECTION 8.11. 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, 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 8.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 8.07 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.

                                   ARTICLE IX.
                                     TRUSTEE

SECTION 9.01. 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
Trustee need perform only those duties that are specifically set forth in this
Indenture and no others 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, the Trustee shall examine the certificates and opinions to determine
whether or not they conform to the requirements of this Indenture and to confirm
the correctness of all mathematical computations.

         (c) The Trustee may not be relieved from liability 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 9.01; (ii) the Trustee shall not be liable for any
error of judgment


                                      -40-
<PAGE>   45

made in good faith by a Trust 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 8.05 hereof.

         (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b) and (c) of this Section 9.01.

         (e) The Trustee may refuse to perform any duty or exercise any right or
power unless it receives 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 9.02. RIGHTS OF TRUSTEE.

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

         (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel, 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.

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

         (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith which it believes to be authorized or within its rights or
powers.

         (e) The Trustee shall not be charged with knowledge of any Event of
Default under subsection (c), (d), (e), (f) or (i) (and subsection (a) or (b) if
the Trustee does not act as Paying Agent) of Section 8.01 or of the identity of
any Significant Subsidiary or of any group of two or more Subsidiaries that,
taken as a whole, would constitute a Significant Subsidiary unless either (1) a
Trust Officer of the Trustee assigned to its corporate trust department shall
have actual knowledge thereof, or (2) the Trustee shall have received notice
thereof in accordance with Section 12.02 hereof from the Company or any Holder.

SECTION 9.03. 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 an
Affiliate with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. However, the Trustee is subject to Sections
9.10 and 9.11 hereof.

SECTION 9.04. TRUSTEE'S DISCLAIMER.

         The Trustee 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, and it shall not


                                      -41-
<PAGE>   46

be responsible for any statement of the Company in the Indenture or any
statement in the Notes other than its authentication or for compliance by the
Company with the Registration Rights Agreement.

SECTION 9.05. 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 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 on any Note, the Trustee may withhold the
notice if and so long as a committee of its Trust Officers in good faith
determines that withholding the notice is in the interests of Holders.

SECTION 9.06. REPORTS BY TRUSTEE TO HOLDERS.

         Within 60 days after the reporting date stated in Section 12.10, the
Trustee shall mail to Holders a brief report dated as of such reporting date
that complies with TIA Section 313(a) if and to the extent required by such
(section) 313(a). The Trustee also shall comply with TIA Section 313(b)(2). The
Trustee shall also transmit by mail all reports as required by TIA Section
313(c).

         A copy of each report at the time of its mailing to Holders shall be
filed with the SEC and each stock exchange on which the Notes are listed. The
Company shall notify the Trustee when the Notes are listed on any stock
exchange.

SECTION 9.07. COMPENSATION AND INDEMNITY.

         The Company shall pay to the Trustee from time to time reasonable
compensation for its 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 upon request for all reasonable disbursements,
expenses and advances incurred or made by it. Such disbursements and expenses
may include the reasonable disbursements, compensation and expenses of the
Trustee's agents and counsel.

         The Company shall indemnify the Trustee against any loss or liability
incurred by it except as set forth in the next paragraph. The Trustee shall
notify the Company promptly of any claim for which it may seek indemnity. 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, disbursements 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 or liability incurred by the Trustee through negligence or bad faith.

         To secure the Company's payment obligations in this Section 9.07, the
Trustee shall have a lien prior to the Notes on all money or property held or
collected by the Trustee, except money or property held in trust to pay
principal and interest on particular Notes.

         Without prejudice to any other rights available to the Trustee under
applicable law, when the Trustee incurs expenses or renders services after an
Event of Default specified in Section 8.01(g) or (h) hereof occurs, the expenses
and the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.


                                      -42-
<PAGE>   47

         All amounts owing to the Trustee under this Section 9.07 shall be
payable by the Company in United States dollars.

SECTION 9.08. 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 9.08.

         The Trustee may resign by so notifying the Company. The Holders of a
majority in principal amount of the then outstanding Notes may remove the
Trustee by so notifying the Trustee and the Company. The Company may remove the
Trustee if:

                  (a) the Trustee fails to comply with Section 9.10 hereof,
         unless the Trustee's duty to resign is stayed as provided in TIA
         Section 310(b);

                  (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

                  (d) the Trustee becomes incapable of acting.

         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

         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 at least 10% in principal amount of the then outstanding Notes may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

         If the Trustee fails to comply with Section 9.10 hereof, unless the
Trustee's duty to resign is stayed as provided in TIA Section 310(b), any
Holder who has been a bona fide Holder of a Note for at least six months 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. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, subject to the lien provided for
in Section 9.07 hereof. Notwithstanding replacement of the Trustee pursuant to
this Section 9.08 hereof, the Company's obligations under Section 9.07 hereof
shall continue for the benefit of the retiring trustee with respect to expenses
and liabilities incurred by it prior to such replacement.


                                      -43-
<PAGE>   48

SECTION 9.09. 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.

SECTION 9.10. ELIGIBILITY; DISQUALIFICATION.

         This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1) and (5). The Trustee shall always have a
combined capital and surplus as stated in Section 12.10 hereof. The Trustee is
subject to TIA Section 310(b).

SECTION 9.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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


                                   ARTICLE X.
                             DISCHARGE OF INDENTURE

SECTION 10.01. TERMINATION OF COMPANY'S OBLIGATIONS.

         This Indenture shall cease to be of further effect (except that the
Company's obligations under Sections 9.07 and 10.02 hereof shall survive) when
all outstanding Notes theretofore authenticated and issued have been delivered
to the Trustee for cancellation and the Company has paid all sums payable
hereunder.

SECTION 10.02. REPAYMENT TO COMPANY.

         The Trustee and the Paying Agent shall promptly pay to the Company upon
request any excess money or securities held by them at any time.

         The Trustee and the Paying Agent shall pay to the Company upon request
any money held by them for the payment of principal or interest that remains
unclaimed for two years after the date upon which such payment shall have become
due; provided, however, that the Company shall have first caused notice of such
payment to the Company to be mailed to each Holder entitled thereto no less than
30 days prior to such payment. After payment to the Company, the Trustee and the
Paying Agent shall have no further liability with respect to such money and
Holders entitled to the money must look to the Company for payment as general
creditors unless any applicable abandoned property law designates another
Person.


                                   ARTICLE XI.
                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 11.01. WITHOUT CONSENT OF HOLDERS.

         The Company and the Trustee may amend or supplement this Indenture or
the Notes without the consent of any Holder:


                                      -44-
<PAGE>   49

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

                  (b) to comply with Sections 5.12 and 7.01 hereof;

                  (c) to provide for uncertificated Notes in addition to or in
         place of certificated Notes;

                  (d) to make any change that provides additional rights or
         benefits to the Holders of the Notes;

                  (e) to make any change that does not adversely affect the
         interests hereunder of any Holder; or

                  (f) to qualify the Indenture under the TIA or to comply with
         the requirements of the SEC in order to maintain the qualification of
         the Indenture under the TIA.

SECTION 11.02. WITH CONSENT OF HOLDERS.

         Subject to Section 8.07 hereof, the Company and the Trustee may amend
or supplement this Indenture or the Notes with the written consent of the
Holders of at least a majority in principal amount of the then outstanding
Notes. Subject to Sections 8.04 and 8.07 hereof, the Holders of a majority in
principal amount of the Notes then outstanding may also 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,
supplement or waiver under this Section 11.02 may not:

                  (a) reduce the principal amount of Notes whose Holders must
         consent to an amendment, supplement or waiver;

                  (b) reduce the principal of or change the fixed maturity of
         any Note or alter the provisions of Section 6 of the Notes;

                  (c) reduce the rate of or change the time for payment or
         accrual of interest on any Note;

                  (d) waive a default in the payment of the principal of or
         interest on any Note, except a rescission of acceleration of the Notes
         by the Holders of at least a majority in aggregate principal amount of
         the Notes and a waiver of the payment default that resulted from such
         acceleration;

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

                  (f) make any change in Section 8.04 or 8.07 hereof;

                  (g) waive a redemption payment with respect to any Note;

                  (h) impair the right to convert the Notes into Common Stock;

                  (i) modify Article V or VI in a manner adverse to the Holders
         of Notes; and

                  (j) make any change in the foregoing amendment and waiver
         provisions of this Article XI.


                                      -45-
<PAGE>   50

         To secure a consent of the Holders under this Section 11.02, it shall
not be necessary for the Holders to approve the particular form of any proposed
amendment, supplement or waiver, but it shall be sufficient if such consent
approves the substance thereof.

         After an amendment, supplement or waiver under this Section 11.02
becomes effective, the Company shall mail to Holders a notice briefly describing
the amendment or waiver.

SECTION 11.03. COMPLIANCE WITH TRUST INDENTURE ACT.

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

SECTION 11.04. 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 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 or subsequent Holder may revoke the consent as to
his Note or portion of a Note if the Trustee receives the notice of revocation
before the date on which the Trustee receives an Officers' Certificate
certifying that the Holders of the requisite principal amount of Notes have
consented to the amendment, supplement or waiver.

         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver. If a record date is fixed, then notwithstanding the
provisions of the immediately preceding paragraph, those Persons who were
Holders at such record date (or their duly designated proxies), and only those
Persons, shall be entitled to consent to such amendment, supplement or waiver or
to revoke any consent previously given, whether or not such Persons continue to
be Holders after such record date. No consent shall be valid or effective for
more than 90 days after such record date unless consents from Holders of the
principal amount of Notes required hereunder for such amendment or waiver to be
effective shall have also been given and not revoked within such 90-day period.

         After an amendment, supplement or waiver becomes effective it shall
bind every Holder, unless it is of the type described in any of clauses (a)
through (j) of Section 11.02 hereof. In such case, the amendment or waiver shall
bind each Holder who has consented to it and every subsequent Holder that
evidences the same debt as the consenting Holder's Note.

SECTION 11.05. NOTATION ON OR EXCHANGE OF NOTES.

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

         Failure to make such notation on a Note or to issue a new Note as
aforesaid shall not affect the validity and effect of such amendment or waiver.

SECTION 11.06. TRUSTEE PROTECTED.

         The Trustee shall sign all supplemental indentures, except that the
Trustee may, but need not, sign any supplemental indenture that adversely
affects its rights.


                                      -46-
<PAGE>   51


                                  ARTICLE XII.
                                  MISCELLANEOUS

SECTION 12.01. TRUST INDENTURE ACT CONTROLS.

         This Indenture is subject to the provisions of the TIA that are
required to be incorporated into this Indenture (or, prior to the registration
of the Notes pursuant to the Registration Rights Agreement, would be required to
be incorporated into this Indenture if it were qualified under the TIA), and
shall, to the extent applicable, be governed by such provisions. If any
provision of this Indenture limits, qualifies, or conflicts with another
provision which is required (or would be so required) to be incorporated in this
Indenture by the TIA, the incorporated provision shall control.

SECTION 12.02. 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 to the other's address stated in Section 12.10 hereof. The Company or the
Trustee by notice to the other may designate additional or different addresses
for subsequent notices or communications.

         Any notice or communication to a Holder shall be mailed by first class
mail to such Holder's address shown on the register kept by the Registrar.
Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders.

         If a notice or communication is mailed in the manner provided above
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.

         All other notices or communications shall be in writing.

         In case by reason of the suspension of regular mail service, or by
reason of any other cause, it shall be impossible to mail any notice as required
by the Indenture, then such method of notification as shall be made with the
approval of the Trustee shall constitute a sufficient mailing of such notice.

SECTION 12.03. COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

         Holders may communicate pursuant to TIA Section 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 Section 312(c).

SECTION 12.04. 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 stating that, in the opinion of
         the signers, all conditions precedent, if any, provided for in this
         Indenture relating to the proposed action have been complied with; and


                                      -47-
<PAGE>   52

                  (b) an Opinion of Counsel stating that, in the opinion of such
         counsel, all such conditions precedent have been complied with.

SECTION 12.05. 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 pursuant to Section 4.03)
shall include:

                  (a) a statement that the Person signing such certificate or
         rendering such 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, such
         Person has made such examination or investigation as is necessary to
         enable such Person to express an informed opinion as to whether or not
         such covenant or condition has been complied with; and

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

SECTION 12.06. RULES BY TRUSTEE AND AGENTS.

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

SECTION 12.07. LEGAL HOLIDAYS.

         A "LEGAL HOLIDAY" is a Saturday, a Sunday or a day on which banking
institutions in the State of New York are not required to be open. If a payment
date is a Legal Holiday at a place of payment, payment may be made at that place
on the next succeeding day that is not a Legal Holiday, and no interest shall
accrue for the intervening period. If any other operative date for purposes of
this Indenture shall occur on a Legal Holiday then for all purposes the next
succeeding day that is not a Legal Holiday shall be such operative date.

SECTION 12.08. NO RECOURSE AGAINST OTHERS.

         A director, officer, employee, incorporator or shareholder of the
Company, as such, shall not have any liability for any Obligations of the
Company under the Notes or 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 the issue of the Notes.

SECTION 12.09. COUNTERPARTS AND FACSIMILE SIGNATURES.

         This Indenture may be executed by manual or facsimile signature in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.


                                      -48-
<PAGE>   53

SECTION 12.10. VARIABLE PROVISIONS.

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

         The first certificate pursuant to Section 4.03 hereof shall be for the
fiscal year ended on December 31, 1999.

         The reporting date for Section 9.06 hereof is December 31, of each
year. The first reporting date is December 31, 2000.

         The Trustee shall always have a combined capital and surplus of at
least $25,000,000 as set forth in its most recent published annual report of
condition.

         The Company's address is:

                  EchoStar Communications Corporation
                  5701 South Santa Fe Drive
                  Littleton, Colorado 80120
                  Attention:   David Moskowitz, Esq.
                    Senior Vice President and General Counsel

         The Trustee's address is:

                  U.S. Bank Trust National Association
                  180 E. 5th Street
                  St. Paul, MN 55101
                  Attention:   Corporate Trust Administration

SECTION 12.11. GOVERNING LAW, SUBMISSION TO JURISDICTION.

         THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS INDENTURE
AND THE NOTES, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.

         To the extent permitted by applicable law, the Company irrevocably
submits to the nonexclusive jurisdiction of any federal or state court in the
Borough of Manhattan, City and State of New York, United States of America, in
any suit or proceeding based on or arising under this Indenture and the Notes
and irrevocably agrees that all claims in respect of such suit or proceeding may
be determined in any such court. The Company irrevocably and fully waives the
defense of an inconvenient forum to the maintenance of such suit or proceeding.

SECTION 12.12. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

         This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or an Affiliate. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.


                                      -49-
<PAGE>   54

SECTION 12.13. SUCCESSORS.

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

SECTION 12.14. SEVERABILITY.

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

SECTION 12.15. 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 hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.


                                      -50-
<PAGE>   55

                                   SIGNATURES

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

                                       ECHOSTAR COMMUNICATIONS CORPORATION,
                                       as Company


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


                                       U.S. BANK TRUST NATIONAL ASSOCIATION, as
                                                 Trustee


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

<PAGE>   56
                                                                       EXHIBIT A

                             [FORM OF FACE OF NOTE]

                              [Global Notes Legend]

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.

                            [Restricted Notes Legend]

         THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY
ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE
SECURITY EVIDENCED HEREBY AND ANY SHARES OF COMMON STOCK ISSUED UPON CONVERSION
HEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE
SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON
THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE
BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY AND ANY SHARES OF COMMON STOCK
ISSUED UPON CONVERSION HEREOF MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED,
ONLY (1) (a) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, (c) OUTSIDE
THE UNITED STATES TO A NON-U.S. PERSON IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 904 UNDER THE SECURITIES ACT OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN
OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR


                                       A-1


<PAGE>   57

(3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE PURCHASER WILL, AND EACH
SUBSEQUENT PURCHASER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER FROM IT OF
THE SECURITY EVIDENCED HEREBY OR ANY COMMON STOCK ISSUABLE UPON CONVERSION
HEREOF OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.












                                      A-2


<PAGE>   58


No. ________
                                                                         $
                                                                          -----

                                           CUSIP No. [    ]/CINS No. [    ]


                 4 7/8% CONVERTIBLE SUBORDINATED NOTE DUE 2007

         EchoStar Communications Corporation, a Nevada corporation (the
"COMPANY"), promises to pay to __________________________ or registered assigns,
the principal sum of ____________________ $[____________] [, or such other
amount as is indicated on Schedule A hereof* ,] on January 1, 2007, subject to
the further provisions of this Note set forth on the reverse hereof which
further provisions shall for all purposes have the same effect as if set forth
at this place.

Interest Payment Dates:            January 1 and July 1, commencing July 1, 2000

Record Dates:                      June 15 and December 15

         IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by one of its duly authorized officers.

                                           Dated:
                                                 -------------------------------

                                           ECHOSTAR COMMUNICATIONS CORPORATION


                                           by:
                                              ----------------------------------


TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the 4 7/8% Convertible Subordinated Notes due 2007 described in
the within-mentioned Indenture.

U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee


By:
   --------------------------------------
           Authorized Signatory



------------------------------
*  Applicable to Global Notes Only


                                       A-3


<PAGE>   59


                            [FORM OF REVERSE OF NOTE]

                       ECHOSTAR COMMUNICATIONS CORPORATION

                 4 7/8 % Convertible Subordinated Note due 2007

         1. Interest. ECHOSTAR COMMUNICATIONS CORPORATION, a Nevada corporation
(the "COMPANY"), is the issuer of 4 7/8 % Convertible Subordinated Notes due
2007 (the "Notes"). The Notes will accrue interest at a rate of 4 7/8 % per
annum. The Company promises to pay interest on the Notes in cash semiannually on
each January 1 and July 1, commencing on July 1, 2000, to Holders of record on
the immediately preceding December 15 and June 15, respectively. Interest on the
Notes will accrue from the most recent date to which interest has been paid, or
if no interest has been paid, from December 8, 1999. Interest will be computed
on the basis of a 360-day year of twelve 30-day months. The Company will pay
interest on overdue principal at the interest rate borne by the Notes,
compounded semiannually, and it shall pay interest on overdue installments of
interest (without regard to any applicable grace period) at the same interest
rate compounded semiannually.

         2. Registration Rights. The Holder of this Note is entitled to the
benefits of a Registration Rights Agreement, dated as of December 8, 1999, among
the Company and the Initial Purchasers (the "Registration Rights Agreement").
Pursuant to the Registration Rights Agreement the Company has agreed for the
benefit of the Holders of the Notes, that (i) it will, at its cost, within 90
days after the closing of the sale of the Notes (the "Closing"), file a shelf
registration statement (the "Shelf Registration Statement") with the Securities
and Exchange Commission (the "Commission") with respect to resales of the Notes
and the Common Stock issuable upon conversion thereof, (ii) it will use its best
efforts to cause such Shelf Registration Statement to be declared effective
within 270 days after the Closing, and (iii) it will use its best efforts to
keep such Shelf Registration Statement continuously effective under the
Securities Act, subject to certain exceptions specified in the Registration
Rights Agreement until the second anniversary of the date of the Closing. The
Company will be permitted to suspend use of the prospectus that is part of the
Shelf Registration Statement during certain periods of time and in certain
circumstances relating to pending corporate developments and public filings with
the SEC and similar events. If (a) the Company fails to file the Shelf
Registration Statement required by the Registration Rights Agreement on or
before the date specified above for such filing, (b) such Shelf Registration
Statement is not declared effective by the Commission on or prior to the date
specified above for such effectiveness, or (c) the Shelf Registration Statement
is declared effective but thereafter ceases to be effective or useable in
connection with resales of Transfer Restricted Securities (as defined in the
Registration Rights Agreement) during the periods specified in the Registration
Rights Agreement (each such event referred to in clauses (a) through (c) above a
"Registration Default"), then the Company will pay special interest to each
Holder of Transfer Restricted Securities, with respect to the first consecutive
90-day period immediately following the occurrence of such Registration Default
in an amount equal to an increase in the annual interest rate on the Notes of
0.25% ("SPECIAL INTEREST") and with respect to each subsequent consecutive
90-day period, an amount equal to an increase in the annual interest rate on the
Notes of 0.25% until all Registration Defaults have been cured, up to a maximum
increase in the annual interest rate on the Notes equal to 1.0%. All accrued
Special Interest shall be paid by the Company on each Interest Payment Date for
which Special Interest is owed to the Holders of Global Notes by wire transfer
of immediately available funds or by federal funds check and to Holders of
certificated Notes registered as such as of the preceding Record Date by mailing
checks to their registered addresses. Following the cure of all Registration
Defaults, the application of Special Interest will cease.

         3. Method of Payment. The Company will pay interest on the Notes
(except defaulted interest) to the Persons who are registered Holders of Notes
at the close of business on the record date for


                                       A-4

<PAGE>   60


the next interest payment date even though Notes are canceled after the record
date and on or before the interest payment date. Holders must surrender Notes to
a Paying Agent to collect principal and premium payments. The Company will pay
principal, premium, if any, interest and Special Interest, if any, in money of
the United States that at the time of payment is legal tender for payment of
public and private debts. However, the Company may pay principal, premium, if
any, interest and Special Interest, if any, by check payable in such money. It
may mail an interest or Special Interest check to a Holder's registered address.
If a Holder of not less than an aggregate principal amount of $5.0 million of
Notes so requests, principal, premium, if any, interest and Special Interest, if
any, may be paid by wire transfer of immediately available funds to an account
previously specified in writing by such Holder to the Company and the Trustee.

         4. Paying Agent, Conversion Agent and Registrar. The Trustee will act
as Paying Agent, Conversion Agent and Registrar. The Company may change any
Paying Agent, Conversion Agent or Registrar without prior notice. The Company or
any of its Affiliates may act in any such capacity.

         5. Indenture. The Company issued the Notes under an Indenture, dated as
of December 8, 1999 (the "INDENTURE"), between the Company and U.S. Bank Trust
National Association, as Trustee. The terms of the Notes include those stated in
the Indenture and those made part of the Indenture by the Trust Indenture Act of
1939 (15 U.S. Code Sections 77aaa-77bbbb) as in effect on the date of the
Indenture. The Notes are subject to, and qualified by, all such terms, certain
of which are summarized hereon, and Holders are referred to the Indenture and
such Act for a statement of such terms. The Notes are unsecured general
obligations of the Company limited to $1,000,000,000 in aggregate principal
amount and subordinated in right of payment to all existing and future Senior
Debt of the Company.

         6. Optional Redemption. The Notes are not redeemable at the Company's
option prior to January 1, 2003. Thereafter, the Notes will be subject to
redemption at the option of the Company, in whole or in part, upon not less than
30 nor more than 60 days' notice, at the redemption prices (expressed as
percentages of principal amount thereof) set forth below plus accrued and unpaid
interest thereon to the applicable redemption date, if redeemed during the
twelve-month period beginning on January 1 of the years indicated below:

<TABLE>
<CAPTION>

                  Year                   Percentage
                  ----                   ----------
<S>               <C>                    <C>
                  2003.................. 102.786%
                  2004.................. 102.089%
                  2005.................. 101.393%
                  2006.................. 100.696%
                  2007.................. 100.000%
</TABLE>


         7. Notice of Redemption. Notice of redemption will be mailed at least
30 days but not more than 60 days before the redemption date to each Holder of
the Notes to be redeemed at his address of record. The Notes in denominations
larger than $1,000 may be redeemed in part but only in integral multiples of
$1,000. In the event of a redemption of less than all of the Notes, the Notes
will be chosen for redemption by the Trustee in accordance with the Indenture.
On and after the redemption date, interest ceases to accrue on the Notes or
portions of them called for redemption.

         If this Note is redeemed subsequent to a record date with respect to
any interest payment date specified above and on or prior to such interest
payment date, then any accrued interest will be paid to the Person in whose name
this Note is registered at the close of business on such record date.



                                      A-5
<PAGE>   61


         8. Mandatory Redemption. The Company will not be required to make
mandatory redemption or repurchase payments with respect to the Notes. There are
no sinking fund payments with respect to the Notes.

         9. Repurchase at Option of Holder. If there is a Change of Control, the
Company shall be required to offer to purchase on the Purchase Date all
outstanding Notes at a purchase price equal to 101% of the aggregate principal
amount thereof, plus accrued and unpaid interest, if any, to the Purchase Date.
Holders of Notes that are subject to an offer to purchase will receive a Change
of Control offer from the Company prior to any related Purchase Date and may
elect to have such Notes or portions thereof in authorized denominations
purchased by completing the form entitled "Option of Holder to Elect Purchase"
appearing below.

         10. Subordination. The payment of the principal of, interest on or any
other amounts due on the Notes is subordinated in right of payment to all
existing and future Senior Debt of the Company, as described in the Indenture.
Each Holder, by accepting a Note, agrees to such subordination and authorizes
and directs the Trustee on its behalf to take such action as may be necessary or
appropriate to effectuate the subordination so provided and appoints the Trustee
as its attorney-in-fact for such purpose.

         11. Conversion. The Holder of any Note has the right, exercisable at
any time after 90 days following the Issuance Date and prior to the close of
business (New York time) on the date of the Note's maturity, to convert the
principal amount thereof (or any portion thereof that is an integral multiple of
$1,000) into shares of Common Stock at the initial Conversion Price of $90.88
per share, subject to adjustment under certain circumstances as set forth in the
Indenture, except that if a Note is called for redemption, the conversion right
will terminate at the close of business on the Business Day immediately
preceding the date fixed for redemption.

         To convert a Note, a Holder must (1) complete and sign a conversion
notice substantially in the form set forth below, (2) surrender the Note to a
Conversion Agent, (3) furnish appropriate endorsements or transfer documents if
required by the Registrar or Conversion Agent and (4) pay any transfer or
similar tax, if required. Upon conversion, no adjustment or payment will be made
for interest or dividends, but if any Holder surrenders a Note for conversion
after the close of business on the record date for the payment of an installment
of interest and prior to the opening of business on the next interest payment
date, then, notwithstanding such conversion, the interest payable on such
interest payment date will be paid to the registered Holder of such Note on such
record date; provided, however, that such Note, when surrendered for conversion,
must be accompanied by payment to the Company of an amount equal to the interest
payable on such interest payment date on the portion so converted; provided
further, however, that such payment to the Company described in the immediately
preceding proviso shall not be required in connection with any conversion of a
Note that occurs on or after the date that the Company has issued a notice of
redemption pursuant to Section 3.03 of the Indenture and prior to the date of
redemption. The number of shares issuable upon conversion of a Note is
determined by dividing the principal amount of the Note converted by the
Conversion Price in effect on the Conversion Date. No fractional shares will be
issued upon conversion but a cash adjustment will be made for any fractional
interest.

         A Note in respect of which a Holder has delivered an "Option of Holder
to Elect Purchase" form appearing below exercising the option of such Holder to
require the Company to purchase such Note may be converted only if the notice of
exercise is withdrawn as provided above and in accordance with the terms of the
Indenture. The above description of conversion of the Notes is qualified by
reference to, and is subject in its entirety by, the more complete description
thereof contained in the Indenture.



                                      A-6
<PAGE>   62


         12. Denominations, Transfer, Exchange. The Notes are in registered
form, without coupons, in denominations of $1,000 and integral multiples of
$1,000. The transfer of Notes may be registered, and Notes may be exchanged, as
provided in the Indenture. The Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and to pay
any taxes and fees required by law or permitted by the Indenture. The Registrar
need not exchange or register the transfer of any Note or portion of a Note
selected for redemption (except the unredeemed portion of any Note being
redeemed in part). Also, it need not exchange or register the transfer of any
Note for a period of 15 days before a selection of Notes to be redeemed.

         13. Persons Deemed Owners. Except as provided in paragraph 3 of this
Note, the registered Holder of a Note may be treated as its owner for all
purposes.

         14. Unclaimed Money. If money for the payment of principal or interest
remains unclaimed for two years, the Trustee and the Paying Agent shall pay the
money back to the Company at its written request. After that, Holders of Notes
entitled to the money must look to the Company for payment unless an abandoned
property law designates another Person and all liability of the Trustee and such
Paying Agent with respect to such money shall cease.

         15. Defaults and Remedies. The Notes shall have the Events of Default
set forth in Section 8.01 of the Indenture. Subject to certain limitations in
the Indenture, if an Event of Default occurs and is continuing, the Trustee by
notice to the Company or the Holders of at least 25% in aggregate principal
amount of the then outstanding Notes by notice to the Company and the Trustee
may declare all the Notes to be due and payable immediately, except that in the
case of an Event of Default arising from certain events of bankruptcy or
insolvency, all unpaid principal and interest accrued on the Notes shall become
due and payable immediately without further action or notice. The Holders of a
majority in principal amount of the Notes then outstanding by written notice to
the Trustee may rescind an acceleration and its consequences if the rescission
would not conflict with any judgment or decree and if all existing Events of
Default have been cured or waived except nonpayment of principal or interest
that has become due solely because of the acceleration. Holders may not enforce
the Indenture or the Notes except as provided in the Indenture. Subject to
certain limitations, Holders of a majority in principal amount of the then
outstanding Notes issued under the Indenture may direct the Trustee in its
exercise of any trust or power. The Company must furnish annually compliance
certificates to the Trustee. The above description of Events of Default and
remedies is qualified by reference, and subject in its entirety, to the more
complete description thereof contained in the Indenture.

         16. Amendments, Supplements and Waivers. Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount of the then outstanding
Notes (including consents obtained in connection with a tender offer or exchange
offer for Notes), and any existing default may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes. Without
the consent of any Holder, the Indenture or the Notes may be amended among other
things, to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for assumption of the Company's obligations to Holders, to make any
change that does not adversely affect the rights of any Holder or to qualify the
Indenture under the TIA or to comply with the requirements of the SEC in order
to maintain the qualification of the Indenture under the TIA.

         17. Trustee Dealings with the Company. The Trustee, in its individual
or any other capacity may become the owner or pledgee of the Notes and may
otherwise deal with the Company or an Affiliate



                                      A-7
<PAGE>   63


with the same rights it would have, as if it were not Trustee, subject to
certain limitations provided for in the Indenture and in the TIA. Any Agent may
do the same with like rights.

         18. No Recourse Against Others. A director, officer, employee,
incorporator or shareholder of the Company, as such, shall not have any
liability for any obligations of the Company under the Notes or the Indenture or
for any claim based on, in respect of or by reason of such obligations or their
creation. Each Holder of the Notes by accepting a Note waives and releases all
such liability. The waiver and release are part of the consideration for the
issue of the Notes.

         19. Governing Law. THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL
GOVERN THE INDENTURE AND THE NOTES WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS
THEREOF.

         20. Authentication. The Notes shall not be valid until authenticated by
the manual signature of an authorized officer of the Trustee or an
authenticating agent.

         21. Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and UGMA (= Uniform Gifts to
Minors Act).

         The Company will furnish to any Holder of the Notes upon written
request and without charge a copy of the Indenture. Request may be made to:

             EchoStar Communications Corporation
             5701 South Santa Fe Drive
             Littleton, Colorado 80120
             Attention of:  David Moskowitz, Esq.
                            Senior Vice President and General Counsel




                                      A-8
<PAGE>   64


                                 ASSIGNMENT FORM

                  To assign this Note, fill in the form below:

                  (I) or (we) assign and transfer this Note to

                   ------------------------------------------
               (Insert assignee's social security or tax I.D. no.)

                   ------------------------------------------
                   ------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint _________________________________ agent to transfer this
Note on the books of the Company. The agent may substitute another to act for
him.

       Your Signature:
                      ----------------------------------------------------------
                                (Sign exactly as your name appears on
                                    the other side of this Note)


       Date:
             ------------------
Signature Guarantee: *
                       --------------------------------------------
       In connection with any transfer of any of the Notes evidenced by this
       certificate occurring prior to the date that is two years after the later
       of the date of original issuance of such Notes and the last date, if any,
       on which such Notes were owned by the Company or any Affiliate of the
       Company, the undersigned confirms that such Notes are being transferred:

CHECK ONE BOX BELOW


       (1)  [ ] to the Company or any subsidiary thereof,


       (2)  [ ] to a qualified institutional buyer in compliance with Rule 144A,


       (3)  [ ] outside the United States in compliance with Rule 904
                under the Securities Act,


       (4)  [ ] pursuant to the exemption from registration provided by
                Rule 144 under the Securities Act (if available) or


       (5)  [ ] pursuant to an effective registration statement
                under the Securities Act.



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

*  Signature must be guaranteed by a participant in a recognized signature
   guaranty medallion program or other signature guarantor acceptable to the
   Trustee.





                                      A-9
<PAGE>   65


                                                      --------------------------
                                                      Signature

Signature Guarantee*

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

*  Signature must be guaranteed by a participant in a recognized signature
   guaranty medallion program or other signature guarantor acceptable to the
   Trustee.



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

         TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.

         The undersigned represents and warrants that it is purchasing this Note
for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Company as
the undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned's foregoing representations in order to claim the exemption
from registration provided by Rule 144A.

Date:
      ---------------------

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

*  Signature must be guaranteed by a participant in a recognized signature
   guaranty medallion program or other signature guarantor acceptable to the
   Trustee.


                 NOTICE: To be executed by an executive officer



                                      A-10
<PAGE>   66


                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note or a portion thereof repurchased
by the Company pursuant to Section 3.09 or 4.07 of the Indenture, check the box:
[ ]

         If the purchase is in part, indicate the portion (in denominations of
$1,000 or any integral multiple thereof) to be purchased:
                                                          -----------------

       Your Signature:
                      ----------------------------------------------------------
                                (Sign exactly as your name appears on
                                    the other side of this Note)


       Date:
             ------------------------

       Signature Guarantee:**/








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

**/ Signature must be guaranteed by a participant in a recognized signature
    guaranty medallion program or other signature guarantor acceptable to the
    Trustee.





                                      A-11
<PAGE>   67


                               ELECTION TO CONVERT

To EchoStar Communications Corporation:

         The undersigned owner of this Note hereby irrevocably exercises the
option to convert this Note, or the portion below designated, into Common Stock
of EchoStar Communications Corporation in accordance with the terms of the
Indenture referred to in this Note, and directs that the shares issuable and
deliverable upon conversion, together with any check in payment for fractional
shares, be issued in the name of and delivered to the undersigned, unless a
different name has been indicated in the assignment below. If the shares are to
be issued in the name of a person other than the undersigned, the undersigned
will pay all transfer taxes payable with respect thereto.

         Any Holder of Notes, upon the exercise of its conversion rights in
accordance with the terms of the Indenture and the Note, agrees to be bound by
the terms of the Registration Rights Agreement relating to the Common Stock
issuable upon conversion of the Notes.

Date:

       in whole ___


                            Portions of Note to be converted ($1,000 or integral
                            multiples thereof): $
                                                 ----------

                            ----------------------------------------------------
                            Signature


                            Please  Print or  Typewrite  Name and  Address,
                            Including  Zip Code,  and Social  Security  or Other
                            Identifying Number

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

                            Signature Guarantee: *
                                                  -----------




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

*  Signature must be guaranteed by a participant in a recognized signature
   guaranty medallion program or other signature guarantor acceptable to the
   Trustee.





                                      A-12
<PAGE>   68



                        [TO BE ATTACHED TO GLOBAL NOTES]

                                   SCHEDULE A

                          SCHEDULE OF PRINCIPAL AMOUNT

         The initial principal amount of this Global Note shall be
$__________________. The following increases or decreases in the principal
amount of this Global Note have been made:


<TABLE>
<CAPTION>

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

   Amount of                Amount of         Principal amount        Signature of        Date of exchange
  decrease in              increase in        of this Global       authorized officer     following such
principal amount         principal amount         Note               of Trustee or          decrease or
of this Global           of this Global                             Notes Custodian          increase
    Note                     Note
<S>                      <C>                  <C>                  <C>                    <C>
---------------          ----------------     ---------------      -----------------      ---------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

===========================================================================================================
</TABLE>


                                      A-13
<PAGE>   69



                                                                       EXHIBIT B


                    FORM OF TRANSFER CERTIFICATE FOR TRANSFER
                  FROM RULE 144A GLOBAL NOTE OR RESTRICTED NOTE
                           TO REGULATION S GLOBAL NOTE
           (Transfers pursuant to Section 2.06(a)(ii) or 2.06(a)(vii)
                                of the Indenture)


U.S. Bank Trust National Association, as Trustee
180 E. 5th Street
St. Paul, MN 55101
Attn:   Corporate Trust Administration

          Re:  EchoStar Communications Corporation 4 7/8% Convertible
               Subordinated Notes due 2007 (the "NOTES")

          Reference is hereby made to the Indenture, dated as December 8, 1999
(the "INDENTURE"), between EchoStar Communications Corporation, as Issuer, and
U.S. Bank Trust National Association, as Trustee.

          This letter relates to $[_________] [check one] (i) aggregate
principal amount of Notes which are held in the form of the Rule 144A Global
Note (CUSIP No. __________) with the Depositary or (ii) principal amount of
Restricted Note (CUSIP No. _____________) registered, in either case, in the
name of [name of transferor] (the "TRANSFEROR") to effect the transfer of the
Notes in exchange for an equivalent beneficial interest in the Regulation S
Global Notes.

          In connection with such request, the Transferor does hereby certify
that such transfer has been effected in accordance with (i) the transfer
restrictions set forth in the Notes and (ii) that:

          (1) the offer of the Notes was not made to a Person in the United
     States;

          (2) the transaction was executed in, on or through the facilities of a
     designated offshore securities market and neither the Transferor nor any
     Person acting on its behalf knows that the transaction was pre-arranged
     with a buyer in the United States;

          (3) no directed selling efforts have been made in contravention of the
     requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and

          (4) the transaction is not part of a plan or scheme to evade the
     registration requirements of the United States Securities Act of 1933, as
     amended (the "SECURITIES ACT").

          In addition, if the sale is made during a distribution compliance
period and the provisions of Rule 903(c)(2) or (3) or Rule 904(c)(1) of
Regulation S are applicable thereto, we confirm that such sale has been made in
accordance with the applicable provisions of Rule 903(c)(2) or (3) or Rule
904(c)(1), as the case may be.

          You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings



                                      B-1
<PAGE>   70


or official inquiry with respect to the matters covered hereby. Capitalized
terms used in this certificate and not otherwise defined in the Indenture have
the meanings set forth in Regulation S.

                                                  [Name of Transferor]

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

cc:  EchoStar Communications Corporation
     5701 South Santa Fe Drive
     Littleton, Colorado 80120
     Attention of:  David Moskowitz, Esq.
     Senior Vice President and General Counsel







                                      B-2
<PAGE>   71


                                                                       EXHIBIT C


                    FORM OF TRANSFER CERTIFICATE FOR TRANSFER
                FROM REGULATION S GLOBAL NOTE OR RESTRICTED NOTE
                            TO RULE 144A GLOBAL NOTE
           (Transfers pursuant to Section 2.06(a)(iii) or 2.06(a)(vi)
                                of the Indenture)


U.S. Bank Trust National Association, as Trustee
180 E. 5th Street
St. Paul, MN 55101
Attn:   _____________

          Re:  EchoStar Communications Corporation 4 7/8% Convertible
               Subordinated Notes due 2007 (the "NOTES")

          Reference is hereby made to the Indenture, dated as of December 8,
1999 (the "INDENTURE"), between EchoStar Communications Corporation, as Issuer,
U.S. Bank Trust National Association, as Trustee. Capitalized terms used but not
defined herein shall have the respective meanings given them in the Indenture.

          This letter relates to $[ ] [check one] (i) [ ]aggregate principal
amount of Notes which are held in the form of the Regulation S Global Note
(CUSIP No. ____) with the Depositary or (ii) [ ]principal amount of Restricted
Note (CUSIP No. ____________) registered, in each case, in the name of [name of
transferor] (the "TRANSFEROR") to effect the transfer of the Notes in exchange
for an equivalent beneficial interest in the Rule 144A Global Note.

In connection with such request, and in respect of such Notes the Transferor
does hereby certify that such Notes are being transferred in accordance with (i)
the transfer restrictions set forth in the Notes and (ii) Rule 144A under the
United States Securities Act of 1933, as amended, to a transferee that the
Transferor reasonably believes is purchasing the Notes for its own account or an
account with respect to which the transferee exercises sole investment
discretion and the transferee and any such account is a "qualified institutional
buyer" within the meaning of Rule 144A, in a transaction meeting the
requirements of Rule 144A and in accordance with applicable securities laws of
any state of the United States or any other jurisdiction.

                                                  [Name of Transferor],

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

cc:  EchoStar Communications Corporation

     5701 South Santa Fe Drive
     Littleton, Colorado 80120
     Attention of:  David Moskowitz, Esq.
     Senior Vice President and General Counsel





                                      C-1
<PAGE>   72


                                                                       EXHIBIT D


                    FORM OF TRANSFER CERTIFICATE FOR TRANSFER
                         FROM GLOBAL NOTE OR RESTRICTED
                             NOTE TO RESTRICTED NOTE
                   (Transfers pursuant to Section 2.06(a)(iv)
                     or Section 2.06(a)(v) of the Indenture)




U.S. Bank Trust National Association, as Trustee
180 E. 5th Street
St. Paul, MN 55101
Attn:   _____________

          Re:  EchoStar Communications Corporation 4 7/8% Convertible
               Subordinated Notes due 2007 (the "NOTES")

          Reference is hereby made to the Indenture, dated as of December 8,
1999 (the "INDENTURE"), between EchoStar Communications Corporation, as Issuer,
and U.S. Bank Trust National Association, as Trustee. Capitalized terms used but
not defined herein shall have the respective meanings given them in the
Indenture.

          This letter relates to $[ ] aggregate principal amount of Notes which
are held [in the form of the [Rule 144A/Regulation S] [Global] [Restricted] Note
(CUSIP No. [ ] CINS No. [ ]) [with the Depositary] in the name of [name of
transferor] (the "TRANSFEROR") to effect the transfer of the Notes.

          In connection with such request, and in respect of such Notes, the
Transferor does hereby certify that such Notes are being transferred (i) in
accordance with the transfer restrictions set forth in the Notes and (ii) in
accordance with applicable securities laws of any state of the United States or
any other jurisdiction.

*Insert, if appropriate.

                                                  [Name of Transferor],

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

Dated:

cc:  EchoStar Communications Corporation
     5701 South Santa Fe Drive
     Littleton, Colorado 80120
     Attention of:  David Moskowitz, Esq.
     Senior Vice President and General Counsel



                                      D-1


<PAGE>   73


                                                                      APPENDIX E

    FORM OF LETTER TO BE DELIVERED BY ACCREDITED INSTITUTIONAL INVESTORS

EchoStar Communications Corporation
5701 South Santa Fe Drive
Littleton, Colorado 80120

Ladies and Gentlemen:

          We are delivering this letter in connection with our acquisition of
4 7/8% Convertible Subordinated Notes due January 1, 2007 (the "Notes") of
EchoStar Communications Corporation, a Nevada corporation (the "Company"), as
more fully described in the Confidential Offering Memorandum (the "Offering
Memorandum") relating to the initial offering of the Notes.

          We hereby confirm that:

               (i) we are an "accredited investor" within the meaning of Rule
          501 (a) (1), (2), (3) or (7) under the Securities Act of 1933, as
          amended (the "Securities Act"), or an entity in which all of the
          equity owners are accredited investors within the meaning of Rule 501
          (a) (1), (2), (3) or (7) under the Securities Act (an "Institutional
          Accredited Investor");

               (ii) (A) any purchase of the Notes by us will be for our own
          account or for the account of one or more other Institutional
          Accredited Investors or as fiduciary for the account of one or more
          trusts, each of which is an "accredited investor" within the meaning
          of Rule 501 (a) (7) under the Securities Act and for each of which we
          exercise sole investment discretion or (B) we are a "bank", within the
          meaning of Section 3 (a) (2) of the Securities Act, or a "savings and
          loan association" or other institution described in Section 3 (a) (5)
          (A) of the Securities Act that is acquiring the Notes as fiduciary for
          the account of one or more institutions for which we exercise sole
          investment discretion;

               (iii) in the event that we purchase any of the Notes, we will
          acquire Notes having a minimum purchase price of not less than
          $100,000 for our own account or for any separate account for which we
          are acting;

               (iv) we have such knowledge and experience in financial and
          business matters that we are capable of evaluating the merits and
          risks of purchasing the Notes;

               (v) we are not acquiring the Notes with a view to distribution
          thereof or with any present intention of offering or selling any of
          the Notes, except inside the United States in accordance with Rule
          144A under the Securities Act or outside the United States in
          accordance with Regulation S under the Securities Act, as provided
          below, provided that the disposition of our property and the property
          of any accounts for which we are acting as fiduciary shall remain at
          all times within our control; and

               (vi) we have received a copy of the Offering Memorandum relating
          to the offering of the Notes and acknowledge that we have had access
          to such financial and other information, and have been afforded the
          opportunity to ask such questions of representatives of the Company
          and receive answers thereto, as we deem necessary in connection with
          our decision to acquire the Notes.




                                      E-1
<PAGE>   74


         We understand that the Notes are being offered in a transaction not
involving any public offering within the United States within the meaning of the
Securities Act and that the Notes have not been registered under the Securities
Act, and we agree, on our own behalf and on behalf of each account for which we
acquire any Notes, that if in the future we decide to resell, pledge or
otherwise transfer such Notes, such Notes may be offered, resold, pledged or
otherwise transferred only: (a) to the Company or any of its subsidiaries, (b)
to a person whom the seller reasonably believes is a Qualified Institutional
Buyer or "QIB" (as defined in Rule 144A under the Securities Act) purchasing for
its own account or for the account of a QIB in a transaction meeting the
requirements of Rule 144A, (c) in an offshore transaction meeting the
requirements of Rule 904 of the Securities Act, (d) in a transaction meeting the
requirements of Rule 144 under the Securities Act, (e) to an Institutional
Accredited Investor that, prior to such transfer, furnishes the trustee a signed
letter containing certain representations and agreements relating to the
transfer of the Notes (in substantially this form) and, if such transfer is in
respect of an aggregate principal amount of Notes less than $100,000, an opinion
of counsel acceptable to the Company that such transfer is in compliance with
the Securities Act, (f) in accordance with another exemption from the
registration requirements of the Securities Act (and based upon an opinion of
counsel acceptable to the Company) or (g) pursuant to an effective registration
statement and, in each case, in accordance with the applicable securities laws
of any state of the United States, or any other applicable jurisdiction. We
understand that the registrar and transfer agent for the Notes will not be
required to accept for registration of transfer any Notes acquired by us, except
upon presentation of evidence satisfactory to the Company and the transfer agent
that the foregoing restrictions on transfer have been complied with. We further
understand that any Notes acquired by us will be in the form of definitive
physical certificates and will bear a legend reflecting the substance of this
paragraph.

         We acknowledge that the Company and others will rely upon our
confirmations, acknowledgments and agreements set forth herein, and we agree to
notify you promptly in writing if any of our representations or warranties
herein ceases to be accurate and complete.

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

Dated:
      -------------------------                   ------------------------------
                                                  (Name of Purchaser)

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



                                      E-2