<PAGE>   1
                                                                     EXHIBIT 4.1

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

                       ECHOSTAR COMMUNICATIONS CORPORATION

                                 $1,000,000,000

                 5 3/4 % CONVERTIBLE SUBORDINATED NOTES DUE 2008

                                   ----------

                                    INDENTURE

                            Dated as of May 31, 2001

                                   ----------


                                   ----------

                      U.S. Bank Trust National Association

                                   as Trustee

                                   ----------

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

<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                              <C>
ARTICLE I.
   Section 1.01.    Definitions...................................................................................4
   Section 1.02.    Other Definitions.............................................................................8
   Section 1.03.    Incorporation by Reference of Trust Indenture Act.............................................9
   Section 1.04.    Rules of Construction.........................................................................9
ARTICLE II.        THE NOTES.....................................................................................10
   Section 2.01.    Form and Dating..............................................................................10
   Section 2.02.    Execution and Authentication.................................................................12
   Section 2.03.    Registrar and Paying Agent...................................................................13
   Section 2.04.    Paying Agent to Hold Money in Trust..........................................................13
   Section 2.05.    Holder Lists.................................................................................13
   Section 2.06.    Transfer and Exchange........................................................................13
   Section 2.07.    Replacement Notes............................................................................18
   Section 2.08.    Outstanding Notes............................................................................18
   Section 2.09.    Treasury Notes...............................................................................18
   Section 2.10.    Temporary Notes; Global Notes................................................................18
   Section 2.11.    Cancellation.................................................................................19
   Section 2.12.    Defaulted Interest...........................................................................19
   Section 2.13.    Record Date..................................................................................20
   Section 2.14.    Cusip Number.................................................................................20
ARTICLE III.       REDEMPTION....................................................................................20
   Section 3.01.    Notices to Trustee...........................................................................20
   Section 3.02.    Selection of Notes to Be Redeemed............................................................20
   Section 3.03.    Notice of Redemption.........................................................................21
   Section 3.04.    Effect of Notice of Redemption...............................................................21
   Section 3.05.    Deposit of Redemption Price..................................................................21
   Section 3.06.    Notes Redeemed in Part.......................................................................22
   Section 3.07.    Optional Redemption..........................................................................22
   Section 3.08.    Mandatory Redemption.........................................................................22
   Section 3.09.    Purchase Offer...............................................................................22
ARTICLE IV.        COVENANTS.....................................................................................24
   Section 4.01.    Payment of Notes.............................................................................24
   Section 4.02.    Reports......................................................................................24
   Section 4.03.    Compliance Certificate.......................................................................24
   Section 4.04.    Stay, Extension and Usury Laws...............................................................25
   Section 4.05.    Corporate Existence..........................................................................25
   Section 4.06.    Taxes........................................................................................25
   Section 4.07.    Change of Control............................................................................25
   Section 4.08.    Limitation on Status As Investment Company...................................................26
ARTICLE V.         CONVERSION....................................................................................26
   Section 5.01.    Conversion Privilege.........................................................................26
   Section 5.02.    Conversion Procedure.........................................................................26
   Section 5.03.    Fractional Shares............................................................................27
   Section 5.04.    Taxes on Conversion..........................................................................27
   Section 5.05.    Company to Provide Stock.....................................................................27
   Section 5.06.    Adjustment of Conversion Price...............................................................28
   Section 5.07.    No Adjustment................................................................................30
   Section 5.08.    Other Adjustments............................................................................30
   Section 5.09.    Adjustments for Tax Purposes.................................................................31
</TABLE>

<PAGE>   3

<TABLE>
<S>                                                                                                              <C>
   Section 5.10.    Notice of Adjustment.........................................................................31
   Section 5.11.    Notice of Certain Transactions...............................................................31
   Section 5.12.    Effect of Reclassifications, Consolidations, Mergers or Sales on Conversion
                      Privilege..................................................................................31
   Section 5.13.    Trustee's Disclaimer.........................................................................32
ARTICLE VI.        SUBORDINATION.................................................................................33
   Section 6.01.    Agreement to Subordinate and Ranking.........................................................33
   Section 6.02.    No Payment on Notes if Senior Debt in Default................................................33
   Section 6.03.    Distribution on Acceleration of Notes; Dissolution and Reorganization;
                      Subrogation of Notes.......................................................................34
   Section 6.04.    Reliance by Senior Debt on Subordination Provisions..........................................36
   Section 6.05.    No Waiver of Subordination Provisions........................................................37
   Section 6.06.    Trustee's Relation to Senior Debt............................................................37
   Section 6.07.    Other Provisions Subject Hereto..............................................................38
ARTICLE VII.       SUCCESSORS....................................................................................38
   Section 7.01.    Sale of Assets...............................................................................38
   Section 7.02.    Successor Corporation Substituted............................................................38
ARTICLE VIII.      DEFAULTS AND REMEDIES.........................................................................39
   Section 8.01.    Events of Default............................................................................39
   Section 8.02.    Acceleration.................................................................................41
   Section 8.03.    Other Remedies...............................................................................41
   Section 8.04.    Waiver of Past Defaults......................................................................41
   Section 8.05.    Control by Majority..........................................................................41
   Section 8.06.    Limitation on Suits..........................................................................42
   Section 8.07.    Rights of Holders to Receive Payment.........................................................42
   Section 8.08.    Collection Suit by Trustee...................................................................42
   Section 8.09.    Trustee May File Proofs of Claim.............................................................42
   Section 8.10.    Priorities...................................................................................43
   Section 8.11.    Undertaking for Costs........................................................................43
ARTICLE IX.        TRUSTEE.......................................................................................43
   Section 9.01.    Duties of Trustee............................................................................43
   Section 9.02.    Rights of Trustee............................................................................44
   Section 9.03.    Individual Rights of Trustee.................................................................44
   Section 9.04.    Trustee's Disclaimer.........................................................................44
   Section 9.05.    Notice of Defaults...........................................................................45
   Section 9.06.    Reports by Trustee to Holders................................................................45
   Section 9.07.    Compensation and Indemnity...................................................................45
   Section 9.08.    Replacement of Trustee.......................................................................46
   Section 9.09.    Successor Trustee by Merger, Etc. ...........................................................46
   Section 9.10.    Eligibility; Disqualification................................................................47
   Section 9.11.    Preferential Collection of Claims Against Company............................................47
ARTICLE X.         DISCHARGE OF INDENTURE........................................................................47
   Section 10.01.   Termination of Company's Obligations.........................................................47
   Section 10.02.   Repayment to Company.........................................................................47
ARTICLE XI.        AMENDMENTS, SUPPLEMENTS AND WAIVERS...........................................................47
   Section 11.01.   Without Consent of Holders...................................................................47
   Section 11.02.   With Consent of Holders......................................................................48
   Section 11.03.   Compliance with Trust Indenture Act..........................................................49
   Section 11.04.   Revocation and Effect of Consents............................................................49
   Section 11.05.   Notation on or Exchange of Notes.............................................................49
</TABLE>

                                      -2-
<PAGE>   4

<TABLE>
<S>                                                                                                              <C>
   Section 11.06.   Trustee Protected............................................................................49
ARTICLE XII.       MISCELLANEOUS.................................................................................50
   Section 12.01.   Trust Indenture Act Controls.................................................................50
   Section 12.02.   Notices......................................................................................50
   Section 12.03.   Communication by Holders with Other Holders..................................................50
   Section 12.04.   Certificate and Opinion as to Conditions Precedent...........................................50
   Section 12.05.   Statements Required in Certificate or Opinion................................................51
   Section 12.06.   Rules by Trustee and Agents..................................................................51
   Section 12.07.   Legal Holidays...............................................................................51
   Section 12.08.   No Recourse Against Others...................................................................51
   Section 12.09.   Counterparts and Facsimile Signatures........................................................51
   Section 12.10.   Variable Provisions..........................................................................52
   Section 12.11.   Governing Law, Submission to Jurisdiction....................................................52
   Section 12.12.   No Adverse Interpretation of Other Agreements................................................52
   Section 12.13.   Successors...................................................................................53
   Section 12.14.   Severability.................................................................................53
   Section 12.15.   Table of Contents, Headings, Etc. ...........................................................53
</TABLE>

                                      -3-
<PAGE>   5

     INDENTURE, dated as of May 31, 2001, 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 5 3/4 % Convertible Subordinated Notes due 2008 (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) 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);

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

                                      -4-
<PAGE>   6

     (c) the sale, lease or transfer of all or substantially all of the
Company's 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.

     Notwithstanding the foregoing, a Change of Control will not be deemed to
have occurred if, in case of a merger, consolidation, tender offer, share
exchange, sale, lease or transfer of all or substantially all of the Company's
assets or similar transaction or group of related transactions (each, a
"Transaction"), not less than 70% of the consideration in the Transaction
(excluding cash payments for fractional shares issued in connection with the
Transaction, and excluding debt and other liabilities assumed in the
Transaction) constituting the Change of Control as defined in (a), (b) and (c)
above, consists of common stock traded on a United States national securities
exchange or quoted on the Nasdaq National Market (or which will be so traded or
quoted when issued or exchanged in connection with such Change of Control) and
as a result of such transaction or transactions, the Notes become convertible
into such common stock or remain convertible into Common Stock.

     "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.

                                      -5-
<PAGE>   7

     "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 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 PURCHASER" means UBS Warburg LLC.

                                      -6-
<PAGE>   8

     "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.

     "1999 CONVERTIBLE NOTES" means the Company's 4 7/8% Convertible
Subordinated Notes due 2007.

     "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.

     "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 May 24,
2001, between the Company and the Initial Purchaser.

     "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 May 31, 2001,
between the Company and the Initial Purchaser.

     "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)

                                      -7-
<PAGE>   9

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(w) 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.

     "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
</TABLE>

                                      -8-
<PAGE>   10

<TABLE>
<CAPTION>
                                                             DEFINED
TERM                                                       IN SECTION
----                                                       ----------
<S>                                                        <C>
"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
"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 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;

                                      -9-
<PAGE>   11

          (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.

                                   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, the Regulation S
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.

                                      -10-
<PAGE>   12

     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.

     This Section 2.01(c) shall apply 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

                                      -11-
<PAGE>   13

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 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 $1,150,000,000 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.

                                      -12-
<PAGE>   14

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 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 and shall otherwise comply with TIA Section 312. 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, and the Company shall otherwise
comply with TIA Section 312.

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).

                                      -13-
<PAGE>   15

     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 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 May 24, 2001.

               (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


                                      -14-
<PAGE>   16
          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 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

                                      -15-
<PAGE>   17

          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 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

                                      -16-
<PAGE>   18

          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 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
          (vi) 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.

                                      -17-
<PAGE>   19

          (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.

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

                                      -18-
<PAGE>   20

     authenticate definitive Notes in exchange for temporary Notes. Holders of
     temporary Notes shall be entitled to all of the benefits of this Indenture.

          (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.

                                      -19-
<PAGE>   21

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.

SECTION 2.13 RECORD DATE.

     The record date for purposes of determining the identity of Holders of the
Notes entitled to vote or consent to any action by vote or consent authorized or
permitted under this Indenture shall be determined as provided for in TIA
Section 316(c).

SECTION 2.14 CUSIP NUMBER.

     The Company in issuing the Notes may use a "CUSIP" number and, if it does
so, the Trustee shall use the CUSIP number in notices of redemption or exchange
as a convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness or accuracy of the CUSIP number
printed in the notice or on the Notes and that reliance may be placed only on
the other identification numbers printed on the Notes. The Company will promptly
notify the Trustee of any change in the CUSIP number.

                                  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.

                                      -20-
<PAGE>   22

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;

          (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 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.

                                      -21-
<PAGE>   23

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.

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;

                                      -22-
<PAGE>   24

               (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 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; and

               (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.

                                      -23-
<PAGE>   25

                                   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 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.

                                      -24-
<PAGE>   26

     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.

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).

                                      -25-
<PAGE>   27

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.

                                   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

                                      -26-
<PAGE>   28

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.

     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.

                                      -27-
<PAGE>   29

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 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

                                      -28-
<PAGE>   30

     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 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

                                      -29-
<PAGE>   31

     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 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

                                      -30-
<PAGE>   32

Capital Stock of the Company other than shares of 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 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 clauses (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

                                      -31-
<PAGE>   33

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 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.

                                      -32-
<PAGE>   34

                                   ARTICLE VI.
                                  SUBORDINATION

SECTION 6.01. AGREEMENT TO SUBORDINATE AND RANKING.

     The Company, for itself and its successors, and each Holder, by its
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. The Notes shall rank pari passu
with the 1999 Convertible 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 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

                                      -33-
<PAGE>   35

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 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

                                      -34-
<PAGE>   36

     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, (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 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

                                      -35-
<PAGE>   37

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 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.

                                      -36-
<PAGE>   38

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 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.

                                      -37-
<PAGE>   39

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.

                                      -38-
<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)

                                      -39-
<PAGE>   41

     aggregating in excess of $75 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.

                                      -40-
<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 conflicts

                                      -41-
<PAGE>   43

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.

                                      -42-
<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
made in good faith by a Trust Officer, unless it is proved that the Trustee was
negligent in ascertaining

                                      -43-
<PAGE>   45

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), (g), (h) 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 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.

                                      -44-
<PAGE>   46

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.

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

                                      -45-
<PAGE>   47

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.

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.

                                      -46-
<PAGE>   48

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:

          (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;

                                      -47-
<PAGE>   49

          (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 with respect to the redemption of the Notes,
     excluding any provisions, including relevant definitions, relating to the
     repurchase of the Notes upon a Change of Control;

          (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.

     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.

                                      -48-
<PAGE>   50

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.

                                      -49-
<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

                                      -50-
<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.

                                      -51-
<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, 2001.

     The reporting date for Section 9.06 hereof is December 31, of each year.
The first reporting date is December 31, 2001.

     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.

                                      -52-
<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.

                                      -53-
<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: /s/ DAVID K. MOSKOWITZ, ESQ.
                               -------------------------------------
                               Name: David K. Moskowitz, Esq.
                               Title: Senior Vice President and General Counsel


                           U.S. BANK TRUST NATIONAL ASSOCIATION,
                             as Trustee


                           By: /s/ RICHARD H. PROKOSCH
                               -------------------------------------
                               Name: Richard H. Prokosch
                               Title: Vice President

Indenture signature page

<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]

     THIS SECURITY OR ITS PREDECESSOR HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST
OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED PLEDGED
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. BY
ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER: AGREES
THAT (a)(1) IT IS A QUALIFIED INSTITUTIONAL BUYER, OR "QIB" (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT), (2) IT HAS ACQUIRED THIS SECURITY IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (3) IT
IS AN "INSTITUTIONAL ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2),
(3) AND (7) OF REGULATION D UNDER THE SECURITIES ACT) AND (b) IT WILL NOT RESELL
OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (1) TO ECHOSTAR COMMUNICATIONS
CORPORATION (THE "COMPANY") OR ANY SUBSIDIARY OF THE COMPANY, (2) TO A PERSON
WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,
(3) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 OF THE
SECURITIES ACT, (4) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER
THE SECURITIES ACT, (5) 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 THIS SECURITY (THE
FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN
RESPECT TO 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, (6) IN

                                      A-1
<PAGE>   57

ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY)
OR (7) 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; AND EACH HOLDER AGREES THAT IT WILL
DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST IN THIS SECURITY IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

                              [Regulation S Legend]

BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE WILL
NOT BE EXCHANGEABLE FOR INTERESTS IN THE RULE 144A GLOBAL NOTE OR THE PERMANENT
GLOBAL NOTE OR THE PERMANENT REGULATION S GLOBAL NOTE OR ANY OTHER NOTE
REPRESENTING AN INTEREST IN THE NOTES REPRESENTED HEREBY WHICH DO NOT CONTAIN A
LEGEND CONTAINING RESTRICTIONS OF TRANSFER, UNTIL THE EXPIRATION OF THE
"ONE-YEAR DISTRIBUTION COMPLIANCE PERIOD" (WITHIN THE MEANING OF RULE 903(B)(3)
OF REGULATION S UNDER THE SECURITIES ACT) AND THEN ONLY UPON CERTIFICATION IN
FORM REASONABLY SATISFACTORY TO THE TRUSTEE THAT SUCH BENEFICIAL INTERESTS ARE
OWNED EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN
A TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT. DURING
SUCH ONE-YEAR RESTRICTED PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS
TEMPORARY REGULATION S GLOBAL NOTE MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED
THROUGH THE EUROCLEAR SYSTEM OR CEDEL S.A. AND ONLY (A) TO THE COMPANY OR ANY
SUBSIDIARY OF THE COMPANY, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE
WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT OR (D)
PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE). DURING SUCH ONE-YEAR RESTRICTED PERIOD, INTERESTS
IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY NOT BE TRANSFERRED TO
INSTITUTIONS THAT ARE "ACCREDITED INVESTORS" AS DEFINED IN RULE 501(A)(1), (2),
(3) OR (7) UNDER THE SECURITIES ACT BUT NOT QUALIFIED INSTITUTIONAL BUYERS AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT. HOLDERS OF INTERESTS IN THIS
TEMPORARY REGULATION S GLOBAL NOTE WILL NOTIFY ANY PURCHASER OF SUCH RESALE
RESTRICTIONS, IF THEN APPLICABLE.

                                      A-2
<PAGE>   58

No.
    --------
                                                                      $
                                                                       --------

                                   CUSIP No. [       ]/CINS No. [        ]

                 5 3/4 % CONVERTIBLE SUBORDINATED NOTE DUE 2008

     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 May 15, 2008, 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:  May 15  and November 15, commencing November 15, 2001

Record Dates:            May 1 and November 1

     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 5 3/4 % Convertible
Subordinated Notes due 2008 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

                 5 3/4 % Convertible Subordinated Note due 2008

     1. Interest. ECHOSTAR COMMUNICATIONS CORPORATION, a Nevada corporation (the
"COMPANY"), is the issuer of 5 3/4 % Convertible Subordinated Notes due 2008
(the "NOTES"). The Notes will accrue interest at a rate of 5 3/4 % per annum.
The Company promises to pay interest on the Notes in cash semiannually on each
May 15 and November 15, commencing on November 15, 2001, to Holders of record on
the immediately preceding May 1 and November 1, 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 May 31, 2001. 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 May 31, 2001, between the
Company and the Initial Purchaser (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 delay the filing of the Shelf Registration
Statement or 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, which delay of filing shall not be considered a
"Registration Default," as defined below, unless such delay is for a period in
excess of 60 days and such suspension shall not be considered a Registration
Default unless it continues for a period in excess of 90 days. 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.

                                      A-4
<PAGE>   60

     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 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
May 31, 2001 (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 $1,150,000,000 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 May 15, 2004. 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 May 15 of the years indicated below:

<TABLE>
<CAPTION>
                  Year                                         Percentage
                  ----                                         ----------
<S>                                                            <C>
                  2004.....................................     103.286%
                  2005.....................................     102.464%
                  2006.....................................     101.643%
                  2007.....................................     100.821%
                  2008.....................................     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.

                                      A-5
<PAGE>   61

     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.

     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, exerciseable 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 $43.29
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

                                      A-6
<PAGE>   62

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.

     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.

                                      A-7
<PAGE>   63

     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 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
    decrease in              increase in                                     Signature of         Date of exchange
  principal amount         principal amount         Principal amount       authorized officer      following such
   of this Global           of this Global           of this Global          of Trustee or          decrease or
        Note                    Note                      Note              Notes Custodian           increase
  ----------------         ----------------         ----------------       ------------------     ----------------
<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 5 3/4 % Convertible
             Subordinated Notes due 2008 (the "NOTES")

         Reference is hereby made to the Indenture, dated as May 31, 2001 (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. 278762 AE 9) with the Depositary or (ii) [ ] principal amount of
Restricted Note (CUSIP No. 278762 AF 6) 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 5 3/4 % Convertible
             Subordinated Notes due 2008 (the "NOTES")

         Reference is hereby made to the Indenture, dated as of May 31, 2001
(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. U27789 AA 1) with the Depositary or (ii) [ ] principal amount of
Restricted Note (CUSIP No. 278762 AF 6) 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 5 3/4 % Convertible
             Subordinated Notes due 2008 (the "NOTES")

         Reference is hereby made to the Indenture, dated as of May 31, 2001
(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.

                                       [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

                                                                       EXHIBIT 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 5 3/4 %
Convertible Subordinated Notes due 2008 (the "Notes") of EchoStar Communications
Corporation, a Nevada corporation (the "Company"), as more fully described in
the Offering Memorandum dated May 24, 2001 (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 "Accredited Institution");

          (ii) (A) any purchase of the Notes by us will be for our own account
     or for the account of one or more other Accredited Institutions 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 Accredited
Institution 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