<PAGE>   1
                                                                EXHIBIT 4.29





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                                PLD TELEKOM INC.

                                       and

                              THE BANK OF NEW YORK,
                                        as Trustee


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



                                 TRUST AGREEMENT


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







                          Dated as of November 26, 1997


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<PAGE>   2

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
Section                                                                                   Page

<S>                                                                                          <C>
1.      Revolving Credit Agreement, Notes and Warrants.....................................  1

2.      Definitions........................................................................  2

3.      Collateral.........................................................................  2

4.      Enforcement of Collateral by Trustee...............................................  3

5.      Escrow and Release and Delivery of Additional Warrants.............................  5

6.      Application of Monies by Trustee...................................................  8

7.      Payments by Trustee, etc........................................................... 11

8.      Certificates as to Issuance of and Payments of Interest on Notes, Reduction of
        Commitments and Making of Revolving Credit Loans................................... 11

9.      Notices, etc. under Security Documents............................................. 12

10.     Amendments, etc. of Security Documents............................................. 12

11.     Concerning the Trustee............................................................. 12

12.     Trustee's Compensation, Expenses, Indemnification, etc............................. 16

13.     Resignation, Removal and Replacement of Trustee.................................... 17

14.     Successor Trustee by Merger, Consolidation, etc.................................... 17

15.     Eligibility of Trustee............................................................. 18

16.     Appointment of Additional Trustees................................................. 18

17.     Investments........................................................................ 20

18.     Further Assurances................................................................. 20

19.     Termination; Reinstatement......................................................... 21

20.     Notices, etc....................................................................... 22

21.     Miscellaneous...................................................................... 22

SCHEDULE I     Schedule of Additional Warrant Certificates
</TABLE>



                                       i
<PAGE>   3

EXHIBIT A             Form of Agency Agreement



                                       ii

<PAGE>   4

               TRUST AGREEMENT, dated as of November 26, 1997, between PLD
               TELEKOM INC., a Delaware corporation (the "COMPANY"), and THE
               BANK OF NEW YORK, a New York banking corporation, as trustee (the
               "TRUSTEE")

        1. REVOLVING CREDIT AGREEMENT, NOTES AND WARRANTS. This Agreement is
made pursuant to the Revolving Credit Note and Warrant Agreement, dated as of
the date hereof (said Revolving Credit Note and Warrant Agreement, as modified,
amended and supplemented from time to time in accordance with its terms, being
referred to herein as the "REVOLVING CREDIT AGREEMENT")., between the Company
and The Travelers Insurance Company and The Travelers Indemnity Company (the
"LENDERS"), an executed counterpart of which is being delivered to the Trustee
together herewith, providing for (a) the commitment of the Lenders to make
Series A Revolving Credit Loans from time to time to the Company in an aggregate
principal amount not exceeding $12,400,000 (the "SERIES A REVOLVING CREDIT
LOANS"); (b) the issuance and delivery by the Company to the Lenders of its 12%
Series A Revolving Credit Notes due December 31, 1998 in the aggregate principal
amount of $12,400,000 to evidence the obligation of the Company to repay Series
A Revolving Credit Loans from time to time outstanding in accordance with the
terms thereof (such notes, including all notes issued in substitution or
exchange therefor pursuant to the Revolving Credit Agreement, being referred to
herein as the "SERIES A NOTES"); (c) the commitment of the Lenders to make
Series B Revolving Credit Loans from time to time to the Company in an aggregate
principal amount not exceeding $3,100,000 (the "SERIES B REVOLVING CREDIT
LOANS"); (d) the issuance and delivery by the Company to the Lenders of its 12%
Series B Revolving Credit Notes due September 30, 1998 in the aggregate
principal amount of $3,100,000 to evidence the obligation of the Company to
repay Series B Revolving Credit Loans from time to time outstanding in
accordance with the terms thereof (such notes, including all notes issued in
substitution or exchange therefor pursuant to said Revolving Credit Note and
Warrant Agreement, being referred to herein as the "SERIES B NOTES"; the Series
A Notes and the Series B Notes being collectively referred to herein as the
"NOTES"); and (e) certain Common Stock warrants, including (i) Series A Warrants
for the purchase of an aggregate of 315,000 shares of Common Stock, (ii) Series
B Warrants for the purchase of an aggregate of 108,000 shares of Common Stock,
and (iii) Additional Warrants for the purchase of an aggregate of 182,000 shares
of Common Stock.

        This Agreement is made for the purpose of setting forth the duties and
powers of the Trustee with respect to, the Collateral (as defined in Section 3
hereof) and the Additional Warrants, and is made for the benefit of the holders
of the Notes (A) to secure (1) the payment of the principal of, interest on, and
Additional Amounts (if any) and Commitment Fees (if any) owing with respect to,
the Notes, (2) the payment of all other indebtedness and obligations (including,
without limitation, indemnities and expenses) of the Company under the Revolving
Credit Agreement and the Security Documents (as defined in Section 3 hereof) and
(3) the due performance of and compliance by the Company with all the terms of
and other obligations of the Company under the Revolving Credit Agreement, the
Notes, this Agreement and such Security Documents; and (B) to provide for the
implementation of the provisions of the Revolving Credit



                                       2
<PAGE>   5

Agreement relating to the Additional Warrants.

        2. DEFINITIONS. All terms used herein without definition shall have the
meanings therefor specified in the Revolving Credit Agreement, as originally
executed and delivered. The term "REQUISITE PERCENTAGE OF SERIES A HOLDERS"
shall mean the holders of at least a majority in principal amount of the Series
A Notes at the time outstanding (excluding the Series A Notes held or owned by
the Company or any Affiliate of the Company); provided that, in the case of any
action affecting the priority of any of the Series A Notes with respect to any
other Notes or depriving any holder of any of the Series A Notes of the benefit
of the Lien of the Pledge Documents to which such Series A Notes are entitled,
the term "REQUISITE PERCENTAGE OF SERIES A HOLDERS" shall mean the holders of
all of the Series A Notes at the time outstanding. The term "REQUISITE
PERCENTAGE OF ALL HOLDERS" shall mean the holders of at least a majority in
principal amount of the Series A Notes at the time outstanding and the holders
of at least a majority in principal amount of the Series B Notes at the time
outstanding (excluding in each case the Notes held or owned by the Company or
any Affiliate of the Company); provided that, in the case of any action
affecting the priority of any of the Notes with respect to any other Notes or
depriving any holder of any of the Notes of the benefit of the Lien of the
Security Documents to which such Notes are entitled, the term "REQUISITE
PERCENTAGE OF ALL HOLDERS" shall mean the holders of all of the Notes at the
time outstanding; and provided further that no action shall be taken to modify
any of the provisions of this sentence without the consent of the holders of all
of the Notes affected thereby. Unless otherwise specified, (a) references in
this Agreement to any agreement, instrument or other document shall be
considered as references to such agreement, instrument or document as the same
may be amended, supplemented or otherwise modified from time to time in
accordance with its terms and, to the extent applicable, the terms of this
Agreement, and (b) references herein to a particular section, clause or other
subdivision, or to a particular schedule or other attachment, shall be
considered as references to that section, clause or other subdivision of, or to
that schedule or other attachment to, this Agreement.

        3. COLLATERAL. (a) The Notes when issued will be entitled to the
benefits of certain security held or to be held by or for the benefit of the
Trustee, such security to consist of (i) the property held under the Security
Agreement (Inventory and Receivables), dated as of the date hereof (the
"SECURITY AGREEMENT (INVENTORY AND RECEIVABLES)" and, together with any and all
other instruments or agreements at any time entered into which purport to grant
to the Trustee a security interest in or a Lien on property to secure the Notes,
other than to secure exclusively the Series A Notes, the "COMMON SECURITY
DOCUMENTS"), between the Company and the Trustee, substantially in the form of
Exhibit F to the Revolving Credit Agreement, creating a perfected first priority
security interest in favor of the Trustee in the properties of the Company
described therein as subject to the security interest thereof, all as security
for the obligations secured thereby, including, without limitation, the Notes,
and (ii) all rights of the Trustee under the Common Security Documents or in
respect of such property and all rights of the Trustee therein hereunder (such
property and any additional property subject to any of the Common Security
Documents, together with all such rights, being referred to herein as the
"COMMON COLLATERAL").



                                        2

<PAGE>   6

        (b) The Series A Notes when issued will also be entitled to the benefits
of certain additional security held or to be held by or for the benefit of the
Trustee, such security to consist of (i) the property held under both (x) the
Pledge Agreement, dated as of the date hereof (the "PLEDGE AGREEMENT"), from the
Company to the Trustee, substantially in the form of Exhibit E-1 to the
Revolving Credit Agreement, and (y) the Agreement Accompanying Legal Mortgage of
Shares, dated as of the date hereof (the "SHARE MORTGAGE"), between the Company
and Anglo Irish Bank Corporation plc, as collateral agent pursuant to the Agency
Agreement, dated as of the date hereof, between the Trustee, Anglo Irish Bank
Corporation plc and the Company, substantially in the form of Exhibit E-2 to the
Revolving Credit Agreement, which Pledge Agreement and Share Mortgage together
create a perfected first priority pledge and security interest in favor of the
Trustee in the properties of the Company described therein as subject to the
security interest thereof, all as security for the obligations secured thereby,
including, without limitation, the Series A Notes (the Share Mortgage, together
with the Pledge Agreement and any and all other instruments or agreements at any
time entered into which purport to grant to the Trustee a security interest in
or a Lien on property exclusively to secure the Series A Notes (and not the
Series B Notes), being referred to herein collectively as the "PLEDGE
DOCUMENTS"), and (ii) all rights of the Trustee under the Pledge Documents or in
respect of such property and all rights of the Trustee therein hereunder (such
property and any additional property subject to any of the Pledge Documents,
together with all such rights, being referred to herein as the "ADDITIONAL
SERIES A COLLATERAL"). The Security Agreement (Inventory and Receivables), the
Pledge Agreement and the Share Mortgage are referred to herein collectively as
the "SECURITY AGREEMENTS"; the Common Security Documents and the Pledge
Documents are referred to herein collectively as the "SECURITY DOCUMENTS"; and
the Common Collateral and the Additional Series A Collateral are referred to
herein collectively as the "COLLATERAL".

        (c) The Company will deliver or cause to be delivered to the Trustee, at
the Closing, executed counterparts of the Security Agreements and all other
Security Documents to be executed on or prior to the Closing Date and, promptly
upon the execution and delivery thereof, executed counterparts of all other
Security Documents. The Trustee or a Foreign Collateral Agent shall keep all
Security Documents delivered to it, and all securities, instruments or other
property included in the Collateral and delivered into its physical possession,
at the principal corporate trust office of the Trustee, and shall permit the
holder of any Note to inspect the same upon reasonable request.

        4. ENFORCEMENT OF COLLATERAL BY TRUSTEE. The Trustee, for the benefit of
the holders of all the Notes, shall from time to time take such action for the
protection and enforcement of its rights under this Agreement and the Security
Documents as may be necessary or appropriate in the interests of the holders of
the Notes, provided that:

               (a) unless and until the Trustee shall have knowledge that an
        Event of Default shall have occurred and be continuing, the Trustee
        shall not be obligated to take any action under this Agreement or the
        Security Documents except for the performance of such duties as are
        specifically set forth herein or therein and except as may be set forth
        from time to



                                       3
<PAGE>   7

        time in written instructions by a Requisite Percentage of All Holders in
        accordance with this Agreement or any of the Security Documents
        (provided that written instructions by a Requisite Percentage of Series
        A Holders shall be sufficient in the case of instructions relating only
        to the Pledge Documents, or any of them, or to Section 6(c) of this
        Agreement), and in this connection the Trustee shall take such of the
        following actions as may be specified in such instructions: (i) give
        such notice or direction or exercise such right, remedy or power
        hereunder or under the Security Documents as shall be specified in such
        instructions and (ii) approve or consent to all matters expressly
        required by the terms hereof or of any of the Security Documents to be
        satisfactory to, in accordance with the opinion of, or consented to by
        the Trustee, it being understood that without such written instructions,
        the Trustee shall not consent to any such matter or approve any such
        matter as satisfactory to, in accordance with the opinion of, or
        consented to by the Trustee;

               (b) the Trustee shall not be deemed to have knowledge of the
        existence of any condition or event which constitutes an Event of
        Default or a Default unless (i) any Trust Officer (as hereinafter
        defined) shall have actual knowledge thereof or (ii) the Trustee shall
        have been notified thereof in writing by the Company, the Lenders or the
        holder or holders of at least 5% in principal amount of the Notes at the
        time outstanding; as used herein, "TRUST OFFICER" shall mean (a) any
        officer within the corporate trust department of the Trustee including
        any vice president, assistant vice president, secretary, assistant
        secretary, treasurer, assistant treasurer, trust officer or any other
        officer of the Trustee who customarily performs functions similar to
        those performed by the Persons who at the time shall be such officers,
        respectively, or to whom any corporate trust matter is referred because
        of such Person's knowledge of and familiarity with the particular
        subject and (b) who shall have direct responsibility for the
        administration of this Agreement; and

               (c) if and so long as the Trustee shall have knowledge that an
        Event of Default shall have occurred and be continuing, the Trustee
        shall exercise such rights, powers and remedies (whether vested in it by
        this Agreement or any Security Document or by law or in equity or by
        statute or otherwise) for the protection and enforcement of its rights
        under this Agreement and the Security Documents as the Trustee in the
        absence of written instructions from a Requisite Percentage of All
        Holders (or, with respect to the Pledge Documents, or any one of them,
        or to Section 6(c) of this Agreement, in the absence of written
        instructions from a Requisite Percentage of Series A Holders) may
        determine to be in the best interests of the holders of all the Notes
        (or, with respect to the Pledge Documents, or any one of them, or to
        Section 6(c) of this Agreement, the holders of the Series A Notes), or
        as the Trustee may be directed in writing by a Requisite Percentage of
        All Holders (or, in the case of directions relating solely to the Pledge
        Documents, or any of them, or to Section 6(c) of this Agreement, as the
        Trustee may be directed by a Requisite Percentage of Series A Holders),
        and shall use the same degree of care and skill in such exercise as a
        reasonably prudent individual would use under the circumstances in the
        conduct of such individual's own affairs.



                                        4

<PAGE>   8

        5. ESCROW AND RELEASE AND DELIVERY OF ADDITIONAL WARRANTS. (a)
Concurrently with the execution and delivery hereof, the Company has delivered
or caused to be delivered to the Trustee (for retention by the Trustee in escrow
as provided in Section 5(b), subject to release from escrow and delivery to the
holders of the Notes entitled thereto as provided in Sections 5(c) and 5(d)) the
Warrant Certificates identified on Schedule I attached hereto by certificate
Nos. and the respective numbers of Additional Warrants evidenced thereby (the
"ADDITIONAL WARRANT CERTIFICATES", which term shall include any other Warrant
Certificates delivered to the Trustee as contemplated by the third sentence of
Section 5(d)). The Company represents and warrants, for the benefit of the
Trustee and the holders of the Notes, that (i) each of the Additional Warrant
Certificates has been, or upon delivery to the Trustee will be, duly executed by
the Company and countersigned and registered in the name of the Trustee by the
Warrant Agent, and has been, or upon delivery to the Trustee will be, duly
issued, all as provided in the Warrant Agreement, and (ii) upon release from
escrow and delivery to a holder of the Notes pursuant to Section 5(c), each
Additional Warrant Certificate shall evidence the number of Warrants specified
therein, entitling the holder thereof, upon exercise, to purchase an equivalent
number of fully paid and nonassessable shares of Common Stock of the Company at
the exercise price specified in such Additional Warrant Certificate (such number
of shares of Common Stock and such exercise price being subject to adjustment as
provided in the Warrant Agreement).

        (b) The Additional Warrant Certificates will be held by the Trustee in
one of its vaults or in a similarly secure manner in accordance with the
Trustee's customary procedures until, in the case of any particular Additional
Warrant Certificate, the same is required to be released and delivered to a
holder of the Notes pursuant to Section 5(c) or 5(e) or to the Warrant Agent
pursuant to Section 5(e). The escrow created hereunder shall be known and
referred to as the "ADDITIONAL WARRANT ESCROW". Notwithstanding any provision
hereof or of the Additional Warrant Certificates to the contrary, the Additional
Warrants evidenced by an Additional Warrant Certificate shall not

               (i) at any time or under any circumstance be exercisable by the
        Trustee, or

               (ii) be exercisable by any other Person unless and until such
        Additional Warrant Certificate shall, pursuant to Section 5(c) or 5(e),
        be released and be deliverable by the Trustee to a holder of the Notes,
        and then only by such holder, or its registered assigns, in accordance
        with the terms of such Additional Warrant Certificate and, to the extent
        applicable, the terms of the Warrant Agreement.

        (c) On each Escrow Release Date (as defined below), the Trustee shall
deliver Additional Warrant Certificates to the holders of the Notes in
accordance with the further provisions of this Section 5(c) and the provisions
of Section 5(d), unless, prior to the opening of business on such Escrow Release
Date, the Company shall have

               (i) satisfied the Targeted Reduction Condition (as defined below)
        applicable to the Commitment Reduction Date (as defined below)
        immediately preceding such Escrow



                                       5
<PAGE>   9

        Release Date, and

               (ii) furnished to the Trustee (with a copy to each holder of the
        Notes) an Officers' Certificate (A) confirming that the Company has
        satisfied such Targeted Reduction Condition, (B) describing by principal
        amount and date each reduction of the Commitments effected by the
        Company in connection with such satisfaction and each, if any, repayment
        of outstanding Revolving Credit Loans required in connection with such
        reduction in accordance with Section 8.4 of the Revolving Credit
        Agreement, specifying in the case of each such reduction of the
        Commitments the Section of the Revolving Credit Agreement pursuant to
        which such reduction of the Commitments was effected, and (C) certifying
        that no such reduction of the Commitments described in such Officers'
        Certificate pursuant to the immediately foregoing subclause (B) has been
        credited in satisfaction of the Targeted Reduction Condition applicable
        to any prior Commitment Reduction Date.

If the conditions set forth in clauses (i) and (ii) of the preceding sentence
shall not have been satisfied in respect of such Escrow Release Date, Additional
Warrant Certificates evidencing the number of Additional Warrants set forth in
the following table opposite the description of such Escrow Release Date shall
be released from the Additional Warrant Escrow and the Trustee shall, in
accordance with the procedures specified in Section 5(d) hereof, surrender such
released Additional Warrant Certificates to the Warrant Agent for registration
of transfer and issuance, as indicated in said table, to the holders of the
Series A Notes or, in the case of the Escrow Release Date next following each of
July 31, 1998 and August 31, 1998, in part to the holders of the Series A Notes
and in part to the holders of the Series B Notes:



<TABLE>
<CAPTION>
Escrow Release             Number of                Number of                Number of
Date next following        Additional               Additional Warrants      Additional Warrants
Commitment Reduction       Warrants                 Transferable to Holders  Transferable to Holders
Date occurring on:         Released                 of Series A Notes        of Series B Notes
------------------         --------                 -----------------        -----------------

<S>                        <C>                         <C>                      <C>
July 31, 1998              46,000                      30,000                   16,000
August 31, 1998            46,000                      30,000                   16,000
September 30, 1998         30,000                      30,000                    0
October 31, 1998           30,000                      30,000                    0
November 30, 1998          30,000                      30,000                    0
</TABLE>



For purposes hereof, (A) the term "ESCROW RELEASE DATE" shall mean, in relation
to each Commitment Reduction Date referred to in Section 9.26 of the Revolving
Credit Agreement, the Business Day next following such Commitment Reduction
Date, or, if such Commitment Reduction Date is not itself a Business Day, the
second Business Day next following such Commitment Reduction Date; and (B) the
"TARGETED REDUCTION CONDITION" applicable to a Commitment Reduction Date shall
be deemed satisfied if (and only if) on such Commitment



                                       6
<PAGE>   10

Reduction Date, after giving effect to any credits to which the Company is
entitled in accordance with the last sentence of Section 9.26 of the Revolving
Credit Agreement in respect of the Targeted Reduction Amount applicable to such
Commitment Reduction Date (as specified in the Commitment Reduction Schedule set
forth in said Section 9.26), the Company shall have made a reduction of the
Commitments (exclusive of reductions of the Commitments made in compliance with
Section 8.3(b) of the Revolving Credit Agreement), at least equal to such
Targeted Reduction Amount and made all required repayments, if any, of
outstanding Revolving Credit Loans required in connection with such reduction in
accordance with Section 8.4 of the Revolving Credit Agreement.

        (d) On each Escrow Release Date on which, in accordance with Section
5(c) or 5(e), Additional Warrant Certificates evidencing a specified number of
Additional Warrants are required to be issued to the holders of a particular
Series of Notes, such Additional Warrant Certificates shall be allocated among
such holders in such manner that there shall be issuable to each such holder an
Additional Warrant Certificate evidencing a number of Additional Warrants
(and/or fractions thereof) bearing the same proportion to such specified number
as the principal amount then outstanding of the Revolving Credit Loans of such
Series owing to such holder bears to the aggregate principal amount then
outstanding of all Revolving Credit Loans of such Series owing to all such
holders. On each such Escrow Release Date on which Additional Warrant
Certificates are required to be so issued, the Trustee will, to the extent
necessary, to effect such issuance, surrender to the Warrant Agent, pursuant to
Section 2(d) of the Warrant Agreement, Additional Warrant Certificates,
accompanied by a written statement setting forth the names of the holders of the
Notes in which such Additional Warrant Certificates are to be registered and
their respective addresses and the number of Additional Warrants (and/or
fractions thereof) to be evidenced by the Additional Warrant Certificate to be
issued to each such holder, and directing the Warrant Agent to register the
transfer of such Additional Warrant Certificates to such holders and to issue
new Additional Warrant Certificates of the same tenor to such holders in
accordance with Section 2(d) of the Warrant Agreement. In the event that, on any
such occasion, Additional Warrant Certificates then held by the Trustee and
available for the purpose shall not evidence the appropriate numbers of
Additional Warrants (and/or fractions thereof) to permit allocation among
holders of the Notes of a particular Series in accordance with the first
sentence of this Section 5(d), the Trustee to effect an exchange of Additional
Warrant Certificates pursuant to the Warrant Agreement for other Warrant
Certificates of like tenor representing the respective numbers of Warrants
(and/or fractions thereof) necessary to permit such allocation (and, in the
event the Additional Warrant Certificates surrendered by the Trustee to the
Warrant Agent for this purpose shall evidence a number of Additional Warrants in
excess of the aggregate number of Warrants evidenced by all such Warrant
Certificates received in exchange therefor for delivery to such holders, an
Additional Warrant Certificate, which shall be retained by the Trustee in the
Additional Warrant Escrow, registered in the name of the Trustee and evidencing
a number of Warrants equal to such excess). The Company will take all actions
which shall be required on its part, or which shall be reasonably requested by
the Trustee or any holder of the Notes, in order to facilitate the delivery of
Additional Warrants to the holders of the Notes in accordance with this Section
5. Notwithstanding any provision of the Warrant Agreement to the contrary, the
Company



                                       7
<PAGE>   11

will not require the payment of any sum for or in respect of any stamp or other
governmental charge that may be imposed in connection with any transfer or
exchange contemplated by this Section 5, and the Company will pay and hold the
Trustee and the holders of the Notes harmless from and against all such stamp or
other governmental charges or taxes that may be so imposed; provided, however,
that the Company shall not be responsible for the payment of any such stamp or
other governmental charges or taxes in connection with any future transfer or
exchange of Additional Warrant Certificates issued to a holder of Notes in
accordance with the terms of this Section by such holder or any transferee
thereof.

        (e) In the event that, prior to the opening of business on any Escrow
Release Date, the Company shall have satisfied the Targeted Reduction Condition
applicable to the Commitment Reduction Date immediately preceding such Escrow
Release Date and furnished to the Trustee an Officers' Certificate complying
with the requirements of clause (ii) of Section 5(c), Additional Warrant
Certificates evidencing the number of Additional Warrants that would otherwise
have been released from the Additional Warrant Escrow and surrendered to the
Warrant Agent for registration of transfer and issuance to the holders of the
Notes on such Escrow Release Date shall be released from the Additional Warrant
Escrow and delivered by the Trustee, upon the written request of the Company, to
the Warrant Agent for cancellation.

        6. APPLICATION OF MONIES BY TRUSTEE. (a) The Trustee shall keep separate
accounts for (i) the monies collected or received by the Trustee hereunder or
under the Common Security Documents and relating to the Common Collateral and
(ii) the monies collected or received by the Trustee hereunder or under the
Pledge Documents and relating to the Additional Series A Collateral. All monies
collected or received by the Trustee hereunder (other than amounts due to the
Trustee for its own account) or under any Security Document or in respect of the
Collateral shall be held and applied pursuant to the provisions of this Section
6 and Section 17(b). All monies from time to time received pursuant to the
Security Documents by the Trustee, no provision for the application of which is
made herein or in any of the Security Documents, shall be retained by the
Trustee as additional security for the obligations secured by the Common
Collateral or the Additional Series A Collateral, as the case may be.

        (b) If an Event of Default shall have occurred and be continuing, all
proceeds of any sale or collection provided for in any of the Common Security
Documents or otherwise received as or in respect of any Common Collateral, and
all other monies received by the Trustee under any Common Security Document or
under this Agreement and relating to the Common Collateral, and at the time held
by the Trustee, shall be applied in the following order:

                FIRST: to the payment of all costs and expenses incurred by the
        Trustee in connection with such sale, the delivery of the Common
        Collateral or the collection of any such monies (including, without
        limitation, reasonable attorneys' fees and expenses);

                SECOND: to the payment of any fees and other amounts then due
        and



                                       8
<PAGE>   12

        payable to the Trustee by the Company under Section 12 of this
        Agreement;

                THIRD: to the payment of all other indebtedness and obligations
        secured by the Common Security Documents and at the time due and
        payable, including, without limitation, all amounts of principal,
        interest, Additional Amounts, if any, and Commitment Fees, if any, at
        the time due and payable on the Notes or pursuant to the Revolving
        Credit Agreement (whether at stated maturity, or by repayment,
        declaration or otherwise), including interest, to the extent permitted
        under applicable law, on any overdue amounts at the applicable Default
        Rate, and in the event such proceeds and other monies shall be
        insufficient to pay in full all such amounts so due and payable, then:

                      first, to the payment, on a pro rata basis, of all amounts
               at the time due and payable by the Company to the holders of the
               Notes pursuant to any indemnification or expense provisions of
               the Revolving Credit Agreement, this Agreement or any Common
               Security Document, or as shall be required to reimburse any such
               holder for amounts expended or obligations incurred by such
               holder pursuant to the provisions of Section 11(d) of this
               Agreement or any indemnity provided by such holder as
               contemplated thereby in respect of any action taken by the
               Trustee in accordance with the request of a Requisite Percentage
               of All Holders, without preference or priority of any such amount
               over any other such amount or of any one such holder over any
               other such holder, and

                      second, to the payment, on a pro rata basis, of all
               amounts of interest, Additional Amounts and Commitment Fees at
               the time due and payable on the Notes or pursuant to the
               Revolving Credit Agreement, without preference or priority of any
               amount of interest or Additional Amounts or Commitment Fees over
               any other amount of interest or Additional Amounts or Commitment
               Fees or of any Note over any other Note, and

                      third, to the payment, on a pro rata basis, of all amounts
               of principal at the time due and payable in respect of the Notes,
               without preference or priority of any amount of principal over
               any other amount of principal or of any Note over any other Note,
               and

                      fourth, to the payment of all other amounts at the time
               due and payable by the Company to the holders of the Notes under
               the Revolving Credit Agreement, the Notes, this Agreement or any
               Common Security Document, without preference or priority of any
               such amount over any other such amount, any and all such payments
               to be made to the holders of the Notes entitled thereto, ratably,
               in proportion to the respective unpaid



                                       9
<PAGE>   13

                amounts of the Notes at the time due and payable and held by
                such holders; and

                FOURTH: the balance, if any, to the Company or as it may direct,
        if all conditions to the termination of this Agreement specified in
        Section 19 shall have been fulfilled, but if any such condition shall
        not have been fulfilled, to be held by the Trustee and thereafter
        applied to any other payments required to be made in accordance with
        subdivisions FIRST to THIRD, inclusive, of this Section 6(b).

        (c) If an Event of Default shall have occurred and be continuing, all
proceeds of any sale or collection provided for in any of the Pledge Documents
or otherwise received as or in respect of any Additional Series A Collateral,
and all other monies received by the Trustee under any Pledge Document or this
Agreement and relating to the Additional Series A Collateral, and at the time
held by the Trustee, shall be applied in the following order:

                FIRST: to the payment of all costs and expenses incurred by the
        Trustee in connection with such sale, the delivery of Additional Series
        A Collateral or the collection of any such monies (including, without
        limitation, reasonable attorneys' fees and expenses);

                SECOND: to the payment of any fees and other amounts then due
        and payable to the Trustee by the Company under Section 12 of this
        Agreement;

               THIRD: to the payment of all other indebtedness and obligations
        secured by the Pledge Documents and at the time due and payable,
        including, without limitation, all amounts of principal, interest,
        Additional Amounts, if any, and Commitment Fees, if any, at the time due
        and payable on the Series A Notes or to the holders of the Series A
        Notes pursuant to the Revolving Credit Agreement (whether at stated
        maturity, or by repayment, declaration or otherwise), including
        interest, to the extent permitted under applicable law, on any overdue
        amounts at the applicable Default Rate, and in the event such proceeds
        and other monies shall be insufficient to pay in full all such amounts
        so due and payable, then:

                      first, to the payment, on a pro rata basis, of all amounts
               at the time due and payable by the Company to the holders of the
               Series A Notes pursuant to any indemnification or expense
               provisions of the Revolving Credit Agreement, this Agreement or
               any Pledge Document, or as shall be required to reimburse any
               such holder for amounts expended or obligations incurred by such
               holder pursuant to the provisions of Section 11(d) of this
               Agreement or any indemnity provided by such holder as
               contemplated thereby in respect of any action taken by the
               Trustee in accordance with the request of a Requisite Percentage
               of Series A Holders, without preference or priority of any such
               amount over any other such amount or of any one



                                       10
<PAGE>   14

                such holder over any other such holder, and

                        second, to the payment, on a pro rata basis, of all
                amounts of interest, Additional Amounts and Commitment Fees at
                the time due and payable on the Series A Notes or to the holders
                of the Series A Notes pursuant to the Revolving Credit
                Agreement, without preference or priority of any amount of
                interest or Additional Amounts or Commitment Fees over any other
                amount of interest or Additional Amounts or Commitment Fees or
                of any Series A Note over any other Series A Note, and

                        third, to the payment, on a pro rata basis, of all
                amounts of principal at the time due and payable in respect of
                the Series A Notes, without preference or priority of any amount
                of principal over any other amount of principal or of any Series
                A Note over any other Series A Note, and

                        fourth, to the payment of all other amounts at the time
                due and payable by the Company to the holders of the Series A
                Notes under the Revolving Credit Agreement, the Series A Notes,
                this Agreement or any Pledge Document, without preference or
                priority of any such amount over any other such amount, any and
                all such payments to be made to the holders of the Series A
                Notes entitled thereto, ratably, in proportion to the respective
                unpaid amounts of the Series A Notes at the time due and payable
                and held by such holders; and

                FOURTH: the balance, if any, to the Company or as it may direct,
        if all conditions to the termination of this Agreement specified in
        Section 19 shall have been fulfilled, but if any such condition shall
        not have been fulfilled, to be held by the Trustee and thereafter
        applied to any other payments required to be made in accordance with
        subdivisions FIRST to THIRD, inclusive, above, of this Section 6(c).

        7. PAYMENTS BY TRUSTEE, ETC. All payments by the Trustee hereunder shall
be made (a) if to the Lenders or the nominee of the Lenders, or to any other
holder of a Note who is entitled to the benefits of an agreement with the
Company (a copy of which has been delivered to the Trustee) similar to that
contained in Section 15.2 of the Revolving Credit Agreement, in the manner
provided in such Section 15.2 or in such similar agreement, as the case may be,
or (b) if to any other holder of a Note, by check mailed and addressed to the
registered holder of such Note as set forth in the register kept by the Company
at its office maintained pursuant to Section 14.1 of the Revolving Credit
Agreement for the purpose of registration of the Notes, without presentment of
such Note or making any notation thereon.

        8. CERTIFICATES AS TO ISSUANCE OF AND PAYMENTS OF INTEREST ON NOTES,
REDUCTION OF COMMITMENTS AND MAKING OF REVOLVING CREDIT LOANS. Upon the issuance
of any Note pursuant to the Revolving Credit Agreement or upon any substitution
of any such Note, the Company will



                                       11
<PAGE>   15

deliver to the Trustee an Officers' Certificate specifying the date and unpaid
and outstanding principal amount of such Note and the name and address of the
holder thereof, and stating that such Note is being issued pursuant to the
Revolving Credit Agreement or in substitution of a previously issued Note (in
which case such certificate shall also identify such previously issued Note by
reference to the prior certificate covering the same) and that such Note is
entitled to the benefits of this Agreement and of the Common Collateral and, if
a Series A Note, the Additional Series A Collateral. Upon the making of
Revolving Credit Loans evidenced by any Note or any reduction of the Commitments
pursuant to the Revolving Credit Agreement, the Company will deliver to the
Trustee an Officers' Certificate specifying, in the case of the making of a
Revolving Credit Loan, the amount and Series thereof, and the principal amount
of Revolving Credit Loans outstanding evidenced by each Note, and, in the case
of any reduction of the Commitments, the amount of such reduction, the date of
such reduction, the aggregate principal amount and Series of the Commitments so
reduced on such date, the name of the holder of each Note affected by such
reduction, the Section of the Revolving Credit Agreement pursuant to which such
reduction was effected and the amount of all required repayments, if any, of
outstanding Revolving Credit Loans made in connection with such reduction in
accordance with Section 8.4 of the Revolving Credit Agreement. The Company will
also deliver to the Trustee promptly upon request and at least monthly following
the date of this Agreement similar Officers' Certificates confirming such data
as to all Revolving Credit Loans at the time outstanding and entitled to the
benefits of this Agreement and of the Collateral, and, in addition, setting
forth, as of the date of such Officers' Certificate, the name and address of
each holder of any Note, together with the principal amount of all the Notes
held by each respective holder and the principal amount of the outstanding
Revolving Credit Loans evidenced thereby.

        9. NOTICES, ETC. UNDER SECURITY DOCUMENTS. The Trustee shall deliver to
each holder of any Note, promptly upon receipt thereof by the Trustee,
duplicates or copies of all notices, requests, Officers' Certificates and other
instruments received by the Trustee under or pursuant to this Agreement or the
Security Documents, in each case to the extent that the same shall not have been
furnished pursuant hereto or thereto to such holder.

        10. AMENDMENTS, ETC. OF SECURITY DOCUMENTS. In any case where any
amendment, modification, cancellation or termination of any of the Security
Documents or the Warrant Agreement requires the agreement of the Trustee, or in
any case where any consent, waiver or approval under any of the Security
Documents or the Warrant Agreement requires the consent of the Trustee, the
Trustee shall agree to such amendment, modification, cancellation or
termination, or give such consent, waiver or approval, with (but only with) the
prior written consent of a Requisite Percentage of All Holders; provided that
the written consent of a Requisite Percentage of Series A Holders shall be
sufficient in the case of consents relating solely to the Pledge Documents, or
any of them.

        11. CONCERNING THE TRUSTEE. The Trustee hereby accepts the trusts of
this Agreement, including, without limitation, its duties and obligations
contained in the Security Documents, for the benefit of the holders of the Notes
from time to time outstanding, but only upon the terms



                                       12

<PAGE>   16

herein expressly set forth, including the following:

                (a) The Trustee shall be under no liability with respect to any
        action taken in accordance with a written request or consent given in
        accordance with this Agreement, except that nothing contained in this
        Agreement shall relieve the Trustee from liability for its own
        negligence or willful misconduct in the performance of the duties and
        obligations established for it hereunder and under the Security
        Documents.

                (b) The Trustee makes no representation and has no
        responsibility as to the sufficiency or validity of this Agreement, the
        Security Documents, the Revolving Credit Agreement, the Warrant
        Agreement or the Additional Warrants, or any other agreement, instrument
        or document related to the transactions contemplated thereby or to
        ascertain or to inquire as to the performance of any of the terms of
        this Agreement or the Security Documents by the Company or any other
        party thereto (other than as to the due authorization, execution and
        delivery by it of this Agreement and of each such instrument or
        agreement contemplated hereby to which it is or is to be a party), or as
        to the existence, sufficiency, validity or value of the Collateral, or
        as to the validity, perfection, priority or enforceability of the Liens
        of the Security Documents on any of the Collateral, whether impaired by
        operation of law or by reason of any action or omission to act on its
        part hereunder (except to the extent such action or omission constitutes
        negligence, bad faith or willful misconduct on the part of the Trustee),
        or as to the validity of the title of the Company to the Collateral, or
        for insuring the Collateral or the payment of taxes, charges,
        assessments or Liens on the Collateral or otherwise as to the
        maintenance of the Collateral.

                (c) Before the Trustee acts or refrains from acting pursuant to
        this Agreement or any of the Security Documents, the Trustee may consult
        with legal counsel of its selection, and shall not be liable for any
        action taken, suffered or omitted in good faith in accordance with the
        written advice or opinion of such counsel. The Trustee may perform its
        powers and duties hereunder directly or through agents or attorneys and
        shall not be liable for the negligence of any such agent or attorney
        appointed by it with due care.

                (d) The Trustee shall not be required to use or risk its own
        funds or otherwise incur financial liability in the performance of any
        of its obligations or duties or the exercise of any of its rights or
        powers and shall not be required to take any action which in the
        Trustee's reasonable judgment would involve it in expense or liability
        (or, in the judgment of counsel appointed by the Trustee, would involve
        a substantial risk of liability to the Trustee) unless furnished with
        security and indemnity which it reasonably deems to be satisfactory,
        provided that the unsecured indemnity of the Lenders shall in any event
        be satisfactory for purposes hereof. The Company will indemnify and save
        harmless the Trustee from and against any liability or damage it may
        incur, in good faith and without negligence, in the exercise and
        performance of any of its powers and duties hereunder, including,
        without limitation, the payment of taxes of the Trustee, excluding
        therefrom any taxes payable by the Trustee which are based on
        compensation received by the Trustee for



                                       13

<PAGE>   17

        services rendered hereunder.

                (e) In making any payment or in taking any other action
        hereunder or under the Security Documents or any other agreement,
        instrument or document in respect of any Note, the Trustee may rely upon
        the most recent Officers' Certificate covering such Note delivered to it
        pursuant to Section 8 unless it shall have received written notice of
        any transfer of such Note or of the outstanding principal among of
        Revolving Credit Loans evidenced thereby, and the Trustee shall be
        protected in making any payment in respect of any Note believed by the
        Trustee to be genuine.

                (f) The Trustee shall be under no obligation to file any
        financing or continuation statements or record any documents or
        instruments in any public office at any time or to take any other action
        to perfect, preserve or protect unimpaired the security afforded by the
        Security Documents, provided that, subject to Section 11(d), the Trustee
        shall be obligated to take such action, if any, as the Company, in
        furtherance of its obligations pursuant to Section 18 hereof, or a
        Requisite Percentage of All Holders may specifically request, in a
        statement specifying the particulars of action to be taken to perfect,
        preserve or protect unimpaired the security created by the Security
        Documents, provided that the written request of a Requisite Percentage
        of Series A Holders shall be sufficient in the case of a request
        relating solely to the Pledge Documents or any of them.

                (g) The Trustee may at any time request written instructions
        from the holders of the Notes with respect to the interpretation of this
        Agreement, the Security Documents or any other agreement, instrument or
        document related to the transactions contemplated in the Revolving
        Credit Agreement or of action to be taken or suffered or not taken
        hereunder or thereunder and, notwithstanding any other provision hereof
        or thereof, shall be entitled to withhold (and shall not be under any
        liability to any Person for withholding) action hereunder or thereunder
        until it shall have received such requested written instructions from a
        Requisite Percentage of All Holders (except that written instructions
        from a Requisite Percentage of Series A Holders shall be sufficient in
        the case of instructions relating solely to the Pledge Documents, or any
        of them, or Section 6(c) hereof), provided that if the Trustee shall not
        have received any such written instructions within a reasonable time
        (not in any event to exceed 30 days) after its request, the Trustee
        shall not be liable to any Person by reason of its having thereafter in
        good faith acted or refrained from acting.

                (h) In the absence of bad faith on the part of the Trustee, the
        Trustee may rely and shall be protected and incur no liability to anyone
        in acting, or refraining from acting, upon any resolution, certificate,
        statement, instrument, opinion, report, notice, request, direction,
        consent, order, note or other paper or document believed by it to be
        genuine and to have been signed or presented by the proper party or
        parties.

                (i) The Trustee shall not be liable with respect to any action
        taken, suffered or



                                       14
<PAGE>   18

        omitted to be taken by it in good faith in accordance with the written
        request of a Requisite Percentage of All Holders or, in the case of a
        request relating solely to the Pledge Documents, or any of them, or
        Section 6(c) hereof, the written request of a Requisite Percentage of
        Series A Holders.

                (j) The duties and obligations of the Trustee shall be
        determined solely by the express provisions of this Agreement and the
        Security Documents, and the Trustee shall not be liable except for the
        performance of such duties and obligations as are specifically set forth
        in this Agreement and the Security Documents, and no implied covenants
        or obligations shall be read into this Agreement or the Security
        Documents against the Trustee.

                (k) The Trustee shall not be liable for any error of judgment
        made in good faith by a Trust Officer unless the Trustee was negligent
        in ascertaining the pertinent facts.

                (l) Whenever in the administration of the provisions of this
        Agreement the Trustee shall deem it necessary or desirable that a matter
        be proved or established prior to taking or suffering or omitting any
        action hereunder, such matter (unless other evidence in respect thereof
        be herein specifically prescribed) may, in the absence of gross
        negligence or bad faith on the part of the Trustee, be deemed to be
        conclusively proved and established by an Officers' Certificate
        delivered to the Trustee and such Officers' Certificate, in the absence
        of gross negligence or bad faith on the part of the Trustee, shall be
        full warrant to the Trustee for any action taken, suffered or omitted by
        it under the provisions of this Agreement upon the faith thereof.

                (m) The Trustee shall not be bound to make any investigation
        into the facts or matters stated in any resolution, certificate,
        statement, instrument, opinion, report, notice, request, consent, order,
        note or other paper or document, unless requested in writing so to do by
        the Lenders, or the holder or holders of at least 5% in aggregate
        principal amount of the Notes at the time outstanding; provided that, in
        the case of any of the foregoing which by any provision hereof or of any
        Security Document are specifically required to be furnished to the
        Trustee, the Trustee shall be under a duty to determine whether or not
        they conform on their face to the requirements of this Agreement or such
        Security Document, as applicable; and provided further that if the
        payment within a reasonable time to the Trustee of the costs, expenses
        or liabilities likely to be incurred by it in the making of such
        investigation is, in the opinion of the Trustee, not reasonably assured
        to the Trustee by the security conferred upon it by the terms of this
        Agreement, the Trustee may require reasonable security or indemnity
        against such costs, expenses or liabilities as a condition to so
        proceeding; and the reasonable expense for such investigation shall be
        paid by the Company, or if paid by the Trustee, shall be repaid by the
        Company upon demand.

                (n) All monies received by the Trustee shall, until used or
        applied as herein provided, be held in trust for the purposes for which
        they were received, but need not be



                                       15
<PAGE>   19

        segregated from other funds except as provided in Section 6(a) hereof
        and to the extent required by law. Except as provided in Section 17, the
        Trustee shall be under no liability for interest on any monies received
        by it hereunder.

               (o) Anything herein contained to the contrary notwithstanding,
        (i) the Company shall remain liable under each of the Security Documents
        to which it is a party to the extent set forth therein to perform all of
        its duties and obligations thereunder to the same extent as if this
        Agreement had not been executed, (ii) the exercise by the Trustee or the
        holders of the Notes of any of their rights, remedies or powers
        hereunder shall not release the Company from any of its duties or
        obligations under the Revolving Credit Agreement or each of the Security
        Documents to which it is a party and (iii) neither any of the holders of
        the Notes nor the Trustee shall have any obligation or liability under
        any of the Security Documents by reason of or arising out of this
        Agreement, nor shall the holders of the Notes or the Trustee be
        obligated to perform any of the obligations or duties of the Company
        thereunder or, except as expressly provided herein with respect to the
        Trustee, to take any action to collect or enforce any claim for payment
        assigned hereunder or otherwise.

               (p) Beyond the exercise of reasonable care in the custody
        thereof, the Trustee shall have no duty as to any Collateral in its
        possession or control, or in the possession or control of any agent or
        bailee appointed or chosen with reasonable care by the Trustee, or any
        income thereon, and the Trustee shall be deemed to have exercised
        reasonable care in the custody of the Collateral in its possession if
        the Collateral is accorded treatment substantially equal to that which
        it accords its own property, and shall not be liable or responsible for
        any loss or diminution in the value of any of the Collateral, by reason
        of the act or omission of any carrier, forwarding agency or other agent
        or bailee selected by the Trustee in good faith and with reasonable
        care.

        12. TRUSTEE'S COMPENSATION, EXPENSES, INDEMNIFICATION, ETC. The Company,
from time to time upon request, will pay the Trustee reasonable compensation for
its services hereunder and will pay or reimburse the Trustee for all its
reasonable expenses and disbursements under this Agreement and the Security
Documents, including, without limitation, the reasonable fees and disbursements
of its counsel and agents not regularly in its employ. The Company hereby
indemnifies and holds harmless the Trustee and all additional trustees and
co-trustees appointed in accordance with Section 16 (collectively, the
"Indemnitees"), and their respective successors and assigns, legal
representatives, agents and servants from and against any loss, claim, damage,
liability or obligation (including, without limitation, reasonable attorneys'
fees and expenses) which an Indemnitee may incur, in good faith and without
negligence, in the exercise and performance of any of its powers and duties
hereunder or in any way relating to or arising out of this Agreement, the
Security Documents, the Warrant Agreement, the Additional Warrants or the
Revolving Credit Agreement (whether or not also indemnified against by any other
Person), including, without limitation, the payment of any taxes in respect of
the issuance and sale of the Notes or the granting of security under the
Security Documents and the payment of any other taxes



                                       16
<PAGE>   20

of the Indemnitee (but excluding therefrom any taxes payable by the Indemnitee
which are based upon compensation received by the Indemnitee for services
rendered hereunder). The Company shall also reimburse the Lenders and each other
holder of a Note upon demand for any indemnification obligation in respect of
which the Lenders or such holder of a Note shall become liable to the Trustee as
contemplated by Section 11(d) of this Agreement. Such indemnities shall survive
payment or any transfers of the Notes and any resignation, removal or
replacement of any Indemnitee. To secure the Company's payment obligations under
this Section 12, the Trustee for the benefit of the Indemnitees shall have a
lien prior to the Notes on all money or Property held or collected by the
Trustee hereunder other than the Additional Warrants and money or Property held
in trust to pay principal of, interest on, Additional Amounts, if any, and
Commitment Fees, if any, payable in respect of, the Notes.

        13. RESIGNATION, REMOVAL AND REPLACEMENT OF TRUSTEE. The Trustee or any
successor Trustee may resign at any time by giving at least 60 calendar days'
prior written notice of resignation to the Company and each holder of any Notes
at the time outstanding, such resignation to be effective upon the appointment
and acceptance of appointment of a successor Trustee in accordance with the
further provisions of this Section 13. A Requisite Percentage of All Holders may
at any time remove the Trustee for or without cause by an instrument or
instruments in writing delivered to the Trustee and the Company. In case the
Trustee shall have given notice of its resignation or shall have been removed in
accordance with the preceding sentence, a Requisite Percentage of All Holders
may appoint a successor Trustee (eligible as provided in Section 15) by an
instrument or instruments in writing delivered to such successor Trustee, the
retiring Trustee and the Company. Until a new Trustee shall be so appointed by a
Requisite Percentage of All Holders, the Company shall appoint an interim
Trustee (eligible as provided in Section 15) to fill such vacancy by an
instrument or instruments executed by order of its Board of Directors and
delivered to such interim Trustee, the retiring Trustee and each holder of the
Notes at the time outstanding. Any interim Trustee so appointed by the Company
shall immediately and without further act be superseded upon the acceptance by
any successor Trustee appointed by a Requisite Percentage of All Holders. Upon
the appointment of any successor or interim Trustee pursuant to this Section 13,
such successor or interim Trustee shall, forthwith upon its acceptance of such
appointment, immediately and without further act succeed to all the rights and
obligations of the retiring Trustee hereunder and under the Security Documents
as if originally named herein and therein and the retiring Trustee, at the
expense of the Company, shall duly assign, transfer and deliver to such
successor or interim Trustee all the rights and monies at the time held by the
retiring Trustee under the Security Documents and hereunder and shall execute
and deliver such proper instruments as may be reasonably requested to evidence
such assignment, transfer and delivery.

        14. SUCCESSOR TRUSTEE BY MERGER, CONSOLIDATION, ETC. Any corporation
into which the Trustee may be merged or with which it may be consolidated, or
any corporation resulting from any merger or consolidation to which the Trustee
is a party, or any state or national bank or trust company in any manner
succeeding to all or substantially all of the corporate trust business of the
Trustee, if eligible as provided in Section 15, shall automatically succeed to
all of the rights



                                       17
<PAGE>   21

and obligations of the Trustee hereunder and under the Security Documents
without further action on the part of any of the parties hereto. Such surviving
or succeeding corporation (if other than the Trustee) shall forthwith deliver to
each holder of any Notes at the time outstanding and the Company written notice
of such succession to the rights and obligations of the Trustee hereunder and
under the Security Documents.

        15. ELIGIBILITY OF TRUSTEE. The Trustee shall always be a state or
national bank or trust company in good standing, organized under the laws of the
United States of America or one of the States thereof, having capital and
surplus (as shown by its latest financial statement published to its
shareholders) aggregating at least $100,000,000 and having (or being the
wholly-owned subsidiary of a holding company having) a rating of at least A by
Standard & Poor's Ratings Group or Moody's Investors Service, Inc. In the event
at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 15, the Trustee shall resign immediately in the
manner and with the effect specified in Section 13.

        16. APPOINTMENT OF ADDITIONAL TRUSTEES AND COLLATERAL AGENTS. (a)
Notwithstanding anything to the contrary contained herein, if, at any time or
times, in order to conform with any law of any jurisdiction in which the Company
shall then own or hold any property which is a part of the Collateral, the
Trustee shall be advised by counsel satisfactory to it that it is necessary or
prudent in the interest of the holders of the Notes so to do or shall be
instructed so to do by a Requisite Percentage of All Holders, the Trustee shall
execute and deliver any and all instruments and agreements necessary or proper
to appoint another trust company, bank or banking association, or one or more
persons, approved by the Trustee, either to act as co-trustee or co-trustees
hereunder or under any of the other Security Documents, jointly with the Trustee
originally appointed hereunder, or its successors, or to act as separate trustee
or trustees hereunder or under any of the Security Documents; and the trust
company, bank or banking association, or the person or persons so appointed,
shall be such co-trustee or co-trustees, or separate trustee or trustees, with
such powers, duties and discretion as shall be specified in said instruments or
agreements of appointment, executed as aforesaid. Such co-trustee or co-trustees
or separate trustee or separate trustees may at any time or times be removed by
the Trustee or by a Requisite Percentage of All Holders; and upon any such
removal, the Trustee may appoint a successor co-trustee or co-trustees or a
successor separate trustee or separate trustees pursuant to this Section 16.

        (b) The rights, powers, duties and obligations conferred or imposed upon
the Trustee under this Agreement and the other Security Documents shall be
conferred and imposed upon and exercised or performed by the Trustee, or jointly
by the Trustee and any co-trustee or co-trustees or separate trustee or separate
trustees appointed pursuant to this Section 16, as provided herein or in the
instrument or agreement appointing such co-trustee or co-trustees or separate
trustee or separate trustees, except that all monies received pursuant to any
Security Document to be delivered to or held by the Trustee shall be so
delivered to or held by the Trustee only and except to the extent that under the
law of any jurisdiction in which any particular act or acts are to be performed
the Trustee shall be incompetent or unqualified to perform such act or acts, in
which



                                       18
<PAGE>   22

event such rights, powers, duties and obligations shall be exercised and
performed by such co-trustee or co-trustees, or separate trustee or separate
trustees.

        (c) Each co-trustee or separate trustee appointed pursuant to the
provisions of this Section 16 may resign and may be removed and successors to
such trustee may be appointed in the same manner as the Trustee may resign or be
removed or a successor to the Trustee appointed as provided in Section 13, and
all of the provisions hereof with respect to the resignation or removal of the
Trustee or the appointment of a successor to the Trustee, and the effect
thereof, shall be deemed applicable to the resignation or removal of each
co-trustee or separate trustee appointed pursuant to the provisions of this
Section 16 or to the appointment of successors to such trustees, as the case may
be.

        (d) The Trustee shall not be liable for the misconduct or negligence of
any co-trustee or separate trustee appointed with due care by the Trustee
pursuant to this Section 16.

        (e) (i) In addition to and without limitation of the foregoing, the
Trustee shall have no duty to act outside of the United States in respect of any
Collateral located in a jurisdiction other than the United States ("FOREIGN
COLLATERAL") but shall, at the specific request of the Company, and provided
that the Company has provided appropriate opinions, appoint a qualified foreign
collateral agent (such qualified foreign collateral agent appointed in respect
of one or more items of the collateral who has signed an agency agreement with
the Trustee substantially in the form of Exhibit A hereto with such changes as
may be acceptable to the Trustee, a "FOREIGN COLLATERAL AGENT") in any such
jurisdiction and sign the Foreign Collateral Documents (as defined herein)
specified by the Company. Such Foreign Collateral Agent, the Trustee and the
Company shall, provided the same are reasonably acceptable to the Trustee, enter
into a collateral assignment, pledge agreement, mortgage or other security
agreement purporting to create a Lien or security interest in such item of
Foreign Collateral (each such assignment or agreement, a "FOREIGN COLLATERAL
DOCUMENT") pursuant to which such owner shall purport to grant to such Foreign
Collateral Agent a Lien or security interest for the benefit of the Trustee and
the equal and ratable benefit of the holders of the Notes.

        (ii) The duties and responsibilities, and the rights and immunities, of
the Trustee with respect to any Foreign Collateral Agent and Foreign Collateral
with respect to which such Foreign Collateral Agent is acting are limited to
those required by this Section 16(e) as follows: (1) both before and after an
Event of Default, the Trustee shall have no duty to supervise or monitor such
Foreign Collateral Agent or its performance, and shall have no liability for any
acts or omissions of such Foreign Collateral Agent; provided that (x) if a Trust
Officer has actual knowledge of willful misconduct or gross negligence of such
Foreign Collateral Agent, the Trustee may replace such Foreign Collateral Agent
with a successor Foreign Collateral Agent which it may appoint and (y) the
Trustee shall satisfy itself that any instructions given by the Trustee to such
Foreign Collateral Agent have been carried out; (2) the Trustee shall give to
such Foreign Collateral Agent such instructions to make effective the Liens
granted by the Foreign Collateral Documents as shall be stated to be necessary
in the opinions of counsel furnished pursuant to Section 4.5 of the



                                       19
<PAGE>   23

Revolving Credit Agreement with respect to the Foreign Collateral with respect
to which any such Foreign Collateral Agent is acting and the Liens granted
therein; (3) the Trustee shall give notice to such Foreign Collateral Agent of
any Event of Default of which a Trust Officer has actual knowledge; (4) the
Trustee may, but has no obligation to, request information from such Foreign
Collateral Agent with respect to realization on Foreign Collateral or an
alternative course of action after an Event of Default, shall evaluate any such
information supplied by such Foreign Collateral Agent and in its sole
discretion, subject, however, to the provisions of subclause (iv) below relating
to the Trustee's seeking direction from a Requisite Percentage of Series A
Holders or the right of a Requisite Percentage of Series A Holders to give
directions pursuant to the terms of Section 4(c) of this Agreement, shall
instruct such Foreign Collateral Agent either to realize on such Foreign
Collateral or to take such alternative course of action; and (5) the Trustee
shall commence an action, or take such other action as it deems appropriate, in
the event any Foreign Collateral Agent fails to follow instructions of the
Trustee or fails to provide information required to be provided to the Trustee
by such Foreign Collateral Agent; provided that, in any circumstance in which
this Section 16(e) requires that the Trustee determine that such Foreign
Collateral Agent has complied with instructions, the Trustee shall be entitled
to rely conclusively on a certificate of an appropriate officer of such Foreign
Collateral Agent to such effect.

        (iii) In exercising its rights and duties under this Section 16(e), the
Trustee shall use the same degree of care and skill as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs.

        (iv) During the continuance of an Event of Default, the Trustee will
give no instructions to a Qualified Foreign Collateral Agent until a Requisite
Percentage of Series A Holders instruct the Trustee to act or give instructions
to such Qualified Foreign Collateral Agent to act.

        17. INVESTMENTS. (a) Monies held by the Trustee pursuant to any
provision of this Agreement or any Security Document (i) shall not be invested
or reinvested except as provided in Section 17(b) and (ii) shall not bear
interest except as the Company and the Trustee may agree in writing.

               (b) Unless an Event of Default shall have occurred and be
continuing, monies held by the Trustee hereunder shall be invested or reinvested
by the Trustee in accordance with the written request of the Company, signed by
its chief financial officer, in investments constituting Eligible Cash
Equivalents. The Trustee shall, promptly upon receipt of instructions so to do
by a Requisite Percentage of All Holders, sell any and all such investments upon
the occurrence of any Event of Default or at any time the proceeds thereof are
otherwise required to be applied in accordance with the provisions of Section 6.
If any such sale (or any payment at maturity) produces a net sum less than the
cost (including accrued interest paid as such) of the investment so sold (or
paid), the Trustee shall give written notice thereof to the Company and the
Company shall promptly pay the deficiency to the Trustee. All such investments,
all net earnings, if any, thereon and the net proceeds of the sale or payment
thereof, plus any such deficiency paid by the Company, shall be held by the
Trustee for the same purposes as the monies used to



                                       20
<PAGE>   24

purchase such investments. Any and all securities and instruments held by the
Trustee shall, unless in bearer form, be registered and held in the name of the
Trustee or its nominee.

        18. FURTHER ASSURANCES. The Company agrees to record and file, at its
own expense, financing statements (and continuation statements when applicable)
with respect to the Collateral now existing or hereafter created meeting the
requirements of applicable law in such manner and in such jurisdictions as are
necessary to perfect, and maintain perfected the security interests in the
Collateral intended to be created by the Security Documents, and to deliver
promptly a file stamped copy of each such financing statement or other evidence
of filing to the Trustee. The Trustee shall be under no obligation whatsoever to
file such financing or continuation statements or to make any other filing under
the UCC in connection with such sale and assignment. The Company at its expense
will execute, acknowledge and deliver all such agreements and instruments and
take all such action as the Trustee or a Requisite Percentage of All Holders
(or, to the extent relating solely to the Pledge Documents or the Additional
Series A Collateral, a Requisite Percentage of Series A Holders) from time to
time may request in order further to effectuate the purposes of this Agreement
and to carry out the terms hereof. Without limiting the foregoing, the Company
will do all acts and things, and will make, execute, acknowledge and deliver,
and file and record in the proper filing and recording places, all such
instruments (including, without limitation, mortgages, pledges, assignments,
security agreements, financing statements and continuation statements) required
or which may be requested by the Trustee, the Lenders or the holder or holders
of at least 5% in aggregate principal of the Notes at the time outstanding to
establish, perfect, maintain and continue the perfection and priority of the
security interests of the Trustee in the Collateral, and authorizes (to the
extent permitted by applicable law) the Trustee to execute and file in its name
any financing or continuation statements which the Company, the Trustee or a
Requisite Percentage of All Holders may determine to be necessary or advisable
to protect the Trustee's security interests with respect to the Collateral. The
Company represents and warrants that its address set forth in Section 20 is its
chief executive office and principal place of business and the office at which
its records with respect to this Agreement and the Security Documents and the
Collateral are kept. In the event the Company proposes to change its name, the
location of its chief executive office or its principal place of business or the
location of the office at which such records are kept, the Company will, at
least 30 days prior to any such proposed change, deliver to the Trustee written
notice of such proposed change.

        19. TERMINATION; REINSTATEMENT. Upon receipt by the Trustee of evidence
from the holders of the Notes at the time outstanding of the payment (or
prepayment) in full, in cash, of the principal of, and interest on, and
Additional Amounts (if any) and Commitment Fees (if any) owing with respect to,
all the Notes in accordance with the terms thereof, and the payment, in cash (or
the making of provision satisfactory to the Trustee for the payment), of all
other sums payable under the Revolving Credit Agreement, the Security Documents
and this Agreement (including, without limitation, the reasonable compensation,
expenses and disbursements of the Trustee), this Agreement shall terminate and
the Trustee, at the request and expense of the Company, will execute and deliver
to the Company a proper instrument or instruments acknowledging the satisfaction
and termination of the Security Documents and of this Agreement, and will duly



                                       21
<PAGE>   25

assign, transfer and deliver to the Company all of the rights, properties and
monies at the time held by the Trustee under the Security Documents and
hereunder. Notwithstanding any provision hereof or of any Security Document to
the contrary, in the event that all or any part of any payment or payments
theretofore applied to any of the indebtedness or obligations secured by any
Security Document is or must be rescinded or returned for any reason whatsoever
(including, without limitation, the insolvency, bankruptcy, reorganization or
the like of the Company), such indebtedness and obligations, for the purpose of
this Agreement and each such Security Document, to the extent that such payment
is or must be so rescinded or returned, shall be deemed to have continued in
existence (regardless of whether (x) there shall have previously occurred any
Default or Event of Default, (y) any instrument or agreement evidencing such
indebtedness or obligation shall have been acquired by the Company or cancelled
or (z) this Agreement or any other Security Document shall have been terminated
pursuant to the preceding sentence or otherwise), and this Agreement and each
such Security Document shall continue to be effective or shall be reinstated, as
the case may be, without further act of any Person, as to such indebtedness and
obligations, all as though neither such payment nor such application thereof had
been made.

        20. NOTICES, ETC. (a) All notices and other communications hereunder
shall be in writing (including telex, telecopier or similar writing) and shall
be effective (i) if given by telecopier, when transmitted and the appropriate
confirmation received, (ii) if given by certified mail, three Business Days
after being deposited in the mail, (iii) if given by first class mail, postage
prepaid, when received and (iv) if given by other means, when received or
personally delivered, addressed as set forth in Section 20(b).

        (b)    Communications shall be addressed as follows:

               (i) if to the Company, at 680 Fifth Avenue, 24th Floor, New York,
        New York 10019, Attention: President (with a copy to Morgan, Lewis &
        Bockius LLP, at 101 Park Avenue, New York, New York 10178,
        Attention: H. Franklin Bloomer, Jr.), or at such other address as the
        Company shall have furnished in writing to the Trustee and each holder
        of any Note at the time outstanding, or

               (ii) if to the Trustee, at 101 Barclay Street, New York, New York
        10286, Attention: Corporate Trust Department, or at such other address
        as the Trustee shall have furnished in writing to the Company and each
        holder of any Note at the time outstanding, or

               (iii) if to the Lenders, at its address specified for the purpose
        in Schedule I to the Revolving Credit Agreement, or at such other
        address as the Lenders shall have furnished in writing to the Company
        and the Trustee, or

               (iv) if to any other holder of any Note, at such address as such
        other holder shall have furnished to the Company in writing, or, until
        any such other holder so furnishes to



                                       22
<PAGE>   26

        the Company an address, then to and at the address of the last holder of
        such Note who has furnished an address to the Company and the Trustee.

        21. MISCELLANEOUS. This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the respective successors and assigns of the
parties hereto, and, in addition, shall inure to the benefit of and be
enforceable by any holder at the time of any Note. This Agreement may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the Company and by the Trustee upon the direction of a Requisite
Percentage of All Holders. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK. The headings in
this Agreement are for convenience of reference only and shall not limit or
otherwise affect any of the terms hereof. This Agreement shall be executed in
any number of counterparts each of which shall be an original, but all of which
together shall constitute one instrument.



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                                       23

<PAGE>   27

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                                       24

<PAGE>   28

               IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be executed and delivered by their respective officers thereunto
duly authorized as of the date first above written.


                                        PLD TELEKOM INC.

                                        By   /s/ E. Clive Anderson
                                            ------------------------------------
                                               Title:  Senior Vice President


                                        THE BANK OF NEW YORK,
                                                  as Trustee

                                        By    /s/ Ming J. Shiang
                                            ------------------------------------
                                                Title: Assistant Vice President



                                       25

<PAGE>   29

                                                                   Schedule I
                                                                       to
                                                                 Trust Agreement



                 Description of Additional Warrant Certificates
                         Originally Delivered to Trustee
                 ----------------------------------------------

<TABLE>
<CAPTION>
        Registration No.                                         Number of Warrants
        of Warrant Certificate                            Evidenced by Warrant Certificate
        ----------------------                            --------------------------------

<S>                                                                   <C>
1              WA-3                                                   18,300
2              WA-4                                                   18,300
3              WA-5                                                   18,300
4              WA-6                                                   18,300
5              WA-7                                                   18,300
6              WA-8                                                   11,700
7              WA-9                                                   11,700
8              WA-10                                                  11,700
9              WA-11                                                  11,700
10             WA-12                                                  11,700
11             WB-3                                                    9,760
12             WB-4                                                    9,760
13             WB-5                                                    6,240
14             WB-6                                                    6,240
</TABLE>