<PAGE>   1
                                                                    EXHIBIT 4.26

________________________________________________________________________________




                               WARRANT AGREEMENT



                                    between



                           MCCAW INTERNATIONAL, LTD.



                                      and



                              THE BANK OF NEW YORK





                           Dated as of March 6, 1997



________________________________________________________________________________

<PAGE>   2
                                        TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                        PAGE
         <S>           <C>                                                                                              <C>
                                                                    ARTICLE I

                                                               CERTAIN DEFINITIONS

                                                                   ARTICLE II

                                                           ORIGINAL ISSUE OF WARRANTS

         Section 2.1.  Form of Warrant Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     6
         Section 2.2.  Restrictive Legends  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8
         Section 2.3.  Execution and Delivery of Warrant Certificates . . . . . . . . . . . . . . . . . . . . . . . .    11
         Section 2.4.  Certificated Warrants  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    11

                                                                   ARTICLE III

                                               EXERCISE PRICE, EXERCISE AND REPURCHASE OF WARRANTS

         Section 3.1.  Exercise Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    12
         Section 3.2.  Exercise; Restrictions on Exercise . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    12
         Section 3.3.  Method of Exercise; Payment of Exercise Price  . . . . . . . . . . . . . . . . . . . . . . . .    12
         Section 3.4.  Repurchase Offers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    13

                                                                   ARTICLE IV

                                                                   ADJUSTMENTS

         Section 4.1.  Adjustments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    17
         Section 4.2.  Notice of Adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    24
         Section 4.3.  Statement on Warrants  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    25
         Section 4.4.  Notice of Consolidation, Merger, Etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    25
         Section 4.5.  Fractional Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    25
         Section 4.6.  When Issuance or Payment May Be Deferred . . . . . . . . . . . . . . . . . . . . . . . . . . .    26
         Section 4.7.  Initial Public Offering  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    26


                                                                    ARTICLE V

                                                           DECREASE IN EXERCISE PRICE

                                                                   ARTICLE VI

                                                               LOSS OR MUTILATION
</TABLE>
<PAGE>   3
                                       ii


<TABLE>
         <S>          <C>                                                                                               <C>
                                                                   ARTICLE VII

                                                          RESERVATION AND AUTHORIZATION
                                                                OF COMMON SHARES

                                                                  ARTICLE VIII

                                                WARRANT TRANSFER BOOKS; RESTRICTIONS ON TRANSFER

         Section 8.1.  Transfer and Exchange  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    27
         Section 8.2.  Book-Entry Provisions for the Global Warrants  . . . . . . . . . . . . . . . . . . . . . . . .    28
         Section 8.3.  Special Transfer Provisions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    30
         Section 8.4.  Surrender of Warrant Certificates  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    33

                                                                   ARTICLE IX

                                                                 WARRANT HOLDERS

         Section 9.1.  Warrant Holder Deemed Not a Shareholder  . . . . . . . . . . . . . . . . . . . . . . . . . . .    34
         Section 9.2.  Right of Action  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    34

                                                                    ARTICLE X

                                                                    REMEDIES

         Section 10.1.  Defaults  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    35
         Section 10.2.  Payment Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    35
         Section 10.3.  Remedies; No Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    35

                                                                   ARTICLE XI

                                                                THE WARRANT AGENT

         Section 11.1.  Duties and Liabilities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    35
         Section 11.2.  Right to Consult Counsel  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    37
         Section 11.3.  Compensation; Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    37
         Section 11.4.  No Restrictions on Actions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    37
         Section 11.5.  Discharge or Removal; Replacement Warrant Agent . . . . . . . . . . . . . . . . . . . . . . .    37
         Section 11.6.  Successor Warrant Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    38
</TABLE>
<PAGE>   4
                                      iii

<TABLE>
<S>                       <C>                                                                                             <C>
                                                                   ARTICLE XII

                                                                  MISCELLANEOUS

         Section 12.1.    Monies Deposited with the Warrant Agent . . . . . . . . . . . . . . . . . . . . . . . . . . .    39
         Section 12.2.    Payment of Taxes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    39
         Section 12.3.    No Merger, Consolidation or Sale of Assets of the Company . . . . . . . . . . . . . . . . . .    39
         Section 12.4.    Reports to Holders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    40
         Section 12.5.    Notices; Payment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    40
         Section 12.6.    Binding Effect  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    41
         Section 12.7.    Counterparts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    41
         Section 12.8.    Amendments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    41
         Section 12.9.    Headings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    42
         Section 12.10.  Common Shares Legend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    42
         Section 12.11.  Third Party Beneficiaries  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    43
         Section 12.12.  Termination  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    44
         Section 12.13.  Right of First Opportunity Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    44
         Section 12.13   Governing Law  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    44


EXHIBIT A        FORM OF WARRANT CERTIFICATE

EXHIBIT B        FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S

EXHIBIT C-1      FORM OF CERTIFICATE TO BE DELIVERED BY TRANSFEROR IN CONNECTION WITH TRANSFERS TO
                 INSTITUTIONAL ACCREDITED INVESTORS

EXHIBIT C-2      FORM OF CERTIFICATE TO BE DELIVERED BY TRANSFEREES IN CONNECTION WITH TRANSFERS TO
                 INSTITUTIONAL ACCREDITED INVESTORS

EXHIBIT D        FORM OF CERTIFICATE

APPENDIX A       LIST OF FINANCIAL EXPERTS
</TABLE>
<PAGE>   5
                               WARRANT AGREEMENT

                 WARRANT AGREEMENT, dated as of March 6, 1997 (this
"Agreement"), between MCCAW INTERNATIONAL, LTD., a Washington corporation (the
"Company"), and THE BANK OF NEW YORK (the "Warrant Agent").

                              W I T N E S S E T H:

                 WHEREAS, pursuant to the terms of a Placement Agreement dated
March 3, 1997 (the "Placement Agreement"), among the Company and Morgan Stanley
& Co. Incorporated ("Morgan Stanley"), as manager (the "Manager"), for itself
and the other placement agents named therein (collectively with the Manager,
the "Placement Agents"), the Company has agreed to issue and sell to the
Placement Agents an aggregate of 951,463 warrants (each, a "Warrant" and
collectively, the "Warrants"), each Warrant initially entitling the holder
thereof to purchase 0.10616 shares of Common Stock (as defined below) of the
Company at an exercise price of $36.45 per Common Share (as defined below) as
part of 951,463 units (the "Units"), each Unit consisting of one 13% Senior
Discount Note due 2007 of the Company (each a "Note" and collectively, the
"Notes") to be issued pursuant to the provisions of an Indenture, dated as of
the date hereof, among the Company and The Bank of New York (the "Indenture"),
and one Warrant;

                 WHEREAS, the Notes and the Warrants included in each Unit will
become separately transferable at the close of business upon the earliest to
occur of (i) the date that is six months after the Closing Date (as defined
below), (ii) the commencement of an exchange offer with respect to the Notes
undertaken pursuant to the Notes Registration Rights Agreement (as defined
below), (iii) the effectiveness of a shelf registration statement with respect
to resales of the Notes or (iv) the commencement of an offer to purchase the
Notes undertaken pursuant to the Indenture (the "Separation Date"); and

                 WHEREAS, the Company desires to engage the Warrant Agent to
act on the Company's behalf, and the Warrant Agent desires to act on behalf of
the Company, in connection with the issuance of the Warrant Certificates (as
defined below) and the other matters as provided herein, including, without
limitation, for the purpose of defining the terms and provisions of the
Warrants and the respective rights and obligations thereunder of the Company
and the record holders thereof (together with the holders of shares of Common
Stock (or other securities) received upon exercise thereof, the "Holders").

                 NOW, THEREFORE, in consideration of the foregoing and of the
mutual agreements contained herein and in the Placement Agreement, the Company
and the Warrant Agent hereby agree as follows:
<PAGE>   6


                                      2



                                   ARTICLE I

                              CERTAIN DEFINITIONS

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

                 "Agent Members" has the meaning specified in Section 8.2
hereof.

                 "Auditors" means, at any time, the independent auditors of the
Company at such time.

                 "Board" means the board of directors of the Company from time
to time.

                 "Business Day" means a day except a Saturday, Sunday or other
day on which commercial banks in The City of New York, or in the city of the
corporate trust office of the Warrant Agent, are authorized by law to close.

                 "Cedel Bank" means Cedel Bank, societe anonyme.

                 "Certificated Warrants" has the meaning specified in Section
2.1 hereof.

                 "Certificate for Surrender" means the form on the reverse side
of the Warrant Certificate substantially in the form of Exhibit A hereto.

                 "Closing Date" means the date hereof.

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

                 "Common Shares" means the shares of the Common Stock of the
Company.

                 "Common Stock" means the common stock, without par value, of
the Company.

                 "Company" has the meaning specified in the preamble to this
Agreement.

                 "Current Market Value" has the meaning specified in Section
4.1(f) hereof.
<PAGE>   7
                                       3


                 "Default" has the meaning specified in Section 10 hereof.

                 "Depositary" means The Depository Trust Company, its nominees
and their respective successors.

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

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

                 "Exercise Price" has the meaning specified in Section 3.1
hereof.

                 "Expiration Date" means April 15, 2007.

                 "Final Surrender Time" has the meaning specified in Section
3.4 hereof.

                 "Financial Expert" means one of the Persons listed in Appendix
A hereto.

                 "Global Warrants" has the meaning specified in Section 2.1
hereof.

                 "Holders" has the meaning specified in the recitals to this
Agreement.

                 "IAI Certificated Warrants" has the meaning specified in
Section 2.1 hereof.

                 "Indenture" has the meaning specified in the recitals to this
Agreement.

                 "Independent Financial Expert" means a Financial Expert that
does not (or whose directors, executive officers or 5% stockholders do not)
have a direct or indirect financial interest in the Company or any of its
subsidiaries or affiliates, which has not been for at least five years and, at
the time it is called upon to give independent financial advice to the Company
is not (and none of its directors, executive officers or 5% stockholders is) a
promoter, director, or officer of the Company or any of its subsidiaries or
affiliates.  The Independent Financial Expert may be compensated and
indemnified by the Company for opinions or services it provides as an
Independent Financial Expert.

                 "Institutional Accredited Investor" shall mean an institution
that is an "accredited investor" as that term is defined in Rule 501(a)(1),
(2), (3) or (7) of Regulation D under the Securities Act.

                 "Legended Regulation S Global Warrant" has the meaning
specified in Section 2.1 hereof.
<PAGE>   8
                                       4


                 "Non-U.S. Person" means a person who is not a U.S. person as
defined in Rule 902 of Regulation S.

                 "Notes" has the meaning specified in the recitals to this
Agreement.

                 "Notes Registration Rights Agreement" means the Registration
Rights Agreement with respect to the Notes dated March 3, 1997 among the
Company and Morgan Stanley, as Manager, and the other Placement Agents named in
the Placement Agreement.

                 "Notice Date" has the meaning specified in Section 3.4 hereof.

                 "Officer" means, with respect to the Company, (i) the Chairman
of the Board, the Chief Executive Officer or any other Director of the Company
or (ii) the Treasurer or any Assistant Treasurer, the Company's Secretary or
any Assistant Secretary of the Company.

                 "Officers' Certificate" means a certificate signed by one
Officer listed in clause (i) of the definition thereof and one Officer listed
in clause (ii) of the definition thereof; provided, however, that any such
certificate may be signed by any two of the Officers listed in clause (i) of
the definition thereof in lieu of being signed by one Officer listed in clause
(i) of the definition thereof and one Officer listed in clause (ii) of the
definition thereof.

                "Offshore Certificated Warrants" has the meaning specified in
Section 2.1 hereof.

                 "Opinion of Counsel" means a written opinion signed by legal
counsel who may be an employee of or counsel to the Company.

                 "Person" means any individual, corporation, partnership, joint
venture, trust, unincorporated organization or government or any agency or
political subdivision thereof.

                "Placement Agreement" has the meaning specified in the recitals
to this Agreement.

                 "Private Placement Legend" means the legend set forth on the
Warrant Certificates in the form set forth in Section 2.2(a) hereof.

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

                 "Regulation S" means Regulation S under the Securities Act.
<PAGE>   9
                                       5


                "Regulation S Global Warrant" has the meaning specified in
Section 2.1 hereof.

                 "Relevant Value" means the value of the Warrants as set forth
in the Value Report in accordance with Section 3.4(d) hereof.

                 "Repurchase Event" means, and shall be deemed to occur on, any
date when the Company consolidates with or merges into or with (but only where
holders of the Common Stock receive consideration in exchange for all or part
of such Common Stock), or sells all or substantially all of its assets to,
another Person which does not have a class of equity securities registered
under the Exchange Act or a wholly owned subsidiary of such Person, if the
consideration for such transaction does not consist solely of cash or such
merger or consolidation is not effected solely for the purpose of changing the
Company's state of incorporation.

                 "Repurchase Notice" has the meaning specified in Section
3.4(a) hereof.

                 "Repurchase Obligation" has the meaning specified in Section
10.2 hereof.

                 "Repurchase Offer" means the Company's offer to repurchase
Warrants in accordance with Section 3.4 hereof.

                 "Repurchase Price" means the amount of cash payable in respect
of Warrants surrendered pursuant to a Repurchase Offer determined in accordance
with Section 3.4(d) hereof.

                "Restricted Certificated Warrants" has the meaning specified
in Section 2.1 hereof.

                 "Restricted Global Warrant" has the meaning specified in
Section 2.1 hereof.

                 "Right" has the meaning specified in Section 4.1(c) hereof.

                 "Right of First Opportunity Agreement" means the Right of
First Opportunity Agreement dated March 6, 1997 between the Company and Nextel.

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

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

                "Separation Date" has the meaning specified in the recitals to
this Agreement.
<PAGE>   10
                                       6


                 "Spread" means, with respect to any Warrant, the Current
Market Value of the Common Shares subject to such Warrant, less the Exercise
Price of such Warrant, in each case as adjusted as provided herein.

                 "Subscription Form" means the form on the reverse side of the
Warrant Certificate substantially in the form of Exhibit A hereto.

                 "Underlying Securities" shall mean the Common Shares (or other
securities) issuable upon exercise of the Warrants.

                 "Units" has the meaning specified in the recitals to this
Agreement.

                 "U.S. Certificated Warrants" has the meaning specified in
Section 2.1 hereof.

                 "Unlegended Regulation S Global Warrant" has the meaning
specified in Section 2.1 hereof.

                 "Valuation Date" means the date five Business Days prior to
the Notice Date.

                 "Value Certificate" has the meaning specified in Section 3.4
hereof.

                 "Value Report" has the meaning specified in Section 4.1(k)
hereof.

                 "Warrant" has the meaning specified in the recitals to this
Agreement.

                 "Warrant Agent" has the meaning specified in the preamble to
this Agreement.

                 "Warrant Certificates" has the meaning specified in Section
2.1 hereof.

                 "Warrant Registration Rights Agreement" means the Warrant
Registration Rights Agreement, dated March 3, 1997, between the Company and the
Warrant Agent.

                 "Warrant Registration Statement" has the meaning specified in
Section 3 of the Warrant Registration Rights Agreement.


                                   ARTICLE II

                           ORIGINAL ISSUE OF WARRANTS

                 Section 2.1.  Form of Warrant Certificates.  Certificates
representing the Warrants (the "Warrant Certificates") shall be substantially
in the form attached hereto as
<PAGE>   11
                                       7


Exhibit A, shall be dated the date on which such Warrant Certificates are
countersigned by the Warrant Agent and shall have such insertions as are
appropriate or required or permitted by this Agreement and may have such
letters, numbers or other marks of identification and such legends and
endorsements stamped, printed, lithographed or engraved thereon as the Company
may deem appropriate and as are not inconsistent with the provisions of this
Agreement, or as may be required to comply with any law or with any rule or
regulation pursuant thereto or with any rule or regulation of any securities
exchange on which the Warrants may be listed, or to conform to usage.

                 Warrants offered and sold in reliance on Rule 144A shall be
issued initially in the form of one or more global Warrant Certificate in
definitive, fully registered form, substantially in the form set forth in
Exhibit A (the "Restricted Global Warrant"), deposited with the Warrant Agent,
as custodian for, and registered in the name of the nominee for, the
Depositary, duly executed by the Company and countersigned by the Warrant Agent
as hereinafter provided.  The aggregate number of Warrants represented by the
Restricted Global Warrant may from time to time be increased or decreased by
adjustments made on the records of the Warrant Agent, as custodian for the
Depositary, or its nominee, as provided in Section 2.4 and Section 8.3 hereof.

                 Warrants offered and sold in offshore transactions in reliance
on Regulation S shall be issued initially in the form of one or more global
Warrant Certificate in definitive, fully registered form, substantially in the
form set forth in Exhibit A (the "Legended Regulation S Global Warrant"),
deposited with the Warrant Agent, as custodian for, and registered in the name
of, the Depositary or its nominee for the accounts of Euroclear and Cedel Bank,
duly executed by the Company and countersigned by the Warrant Agent as
hereinafter provided.  Prior to March 6, 1998, beneficial interests in the
Legended Regulation S Global Warrant may be only held through Euroclear and
Cedel Bank.  At any time following March 6, 1998, upon receipt by the Warrant
Agent and the Company of a certificate substantially in the form of Exhibit D
hereto, one or more global Warrants in registered form substantially in the
form set forth in Exhibit A (the "Unlegended Regulation S Global Warrant"; and
together with the Legended Regulation S Global Warrant, the "Regulation S
Global  Warrants") shall be deposited with the Warrant Agent, as custodian for,
and registered in the name of the nominee for, the Depositary, duly executed by
the Company and countersigned by the Warrant Agent as hereinafter provided, and
the Warrant Agent shall reflect on its books and records the date and a
decrease in the Legended Regulation S Global Warrant in an amount equal to the
beneficial interest in number of Warrants evidenced by the Legended Regulation
S Global Warrant transferred.  The aggregate number of Warrants represented by
the Regulation S Global Warrant may from time to time be increased or decreased
by adjustments made on the records of the Warrant Agent, as custodian for the
Depositary, or its nominee, as provided in Section 2.4 and Section 8.3 hereof.
<PAGE>   12
                                       8


                 Warrants offered and sold to Institutional Accredited
Investors who are not QIBs shall be issued initially in registered form
substantially in the form set forth in Exhibit A ("IAI Certificated Warrants").

                 Warrants issued pursuant to Section 2.4 and Section 8.2(b) in
exchange for interests in the Restricted Global Warrant shall be issued in the
form of permanent Warrant Certificates in registered form, substantially in the
form set forth in Exhibit A (the "Restricted Certificated Warrants" and,
together with IAI Certificated Warrants, the "U.S. Certificated Warrants").
Warrants issued pursuant to Section 2.4 and Section 8.2(b) in exchange for
interests in the Regulation S Global Warrants shall be issued in the form of
permanent Warrant Certificates in registered form, substantially in the form
set forth in Exhibit A (the "Offshore Certificated Warrants").  The Offshore
Certificated Warrants and the U.S. Certificated Warrants are sometimes
collectively herein referred to as the "Certificated Warrants".  The Restricted
Global Warrant and the Regulation S Global Warrant are sometimes herein
collectively referred to as the "Global Warrants."

                 The definitive Warrant Certificates shall be typed, printed,
lithographed or engraved or produced by any combination of these methods or may
be produced in any other manner permitted by the rules of any securities
exchange on which the Warrants may be listed, all as determined by the officers
executing such Warrant Certificates, as evidenced by their execution of such
Warrant Certificates.

                 Section 2.2.  Restrictive Legends.  (a)  The Warrant
Certificates, other than the Unlegended Regulation S Global Warrants, shall
bear the following legend on the face thereof:

         THE WARRANTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
         ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
         TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
         BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING
         SENTENCE.  BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT
         (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A
         UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED
         INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
         D UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR")
         OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS WARRANT IN AN
         OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
         SECURITIES ACT, (2) AGREES THAT IT WILL NOT, WITHIN THE
<PAGE>   13
                                       9


         TIME PERIOD REFERRED TO UNDER RULE 144(k) TAKING INTO ACCOUNT THE
         PROVISIONS OF RULE 144(d), IF APPLICABLE UNDER THE SECURITIES ACT AS
         IN EFFECT WITH RESPECT TO SUCH TRANSFER, RESELL OR OTHERWISE TRANSFER
         THE WARRANTS REPRESENTED BY THIS CERTIFICATE EXCEPT (A) TO MCCAW
         INTERNATIONAL, LTD. (THE "COMPANY") OR ANY SUBSIDIARY THEREOF, (B) TO
         A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
         SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL
         ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE
         WARRANT AGENT A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
         AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE WARRANTS
         REPRESENTED BY THIS CERTIFICATE (THE FORM OF WHICH LETTER CAN BE
         OBTAINED FROM THE WARRANT AGENT),  (D) OUTSIDE THE UNITED STATES IN AN
         OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES
         ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE
         144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (F) PURSUANT TO AN
         EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3)
         AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE WARRANTS
         REPRESENTED BY THIS CERTIFICATE ARE TRANSFERRED A NOTICE SUBSTANTIALLY
         TO THE EFFECT OF THIS LEGEND.  IN CONNECTION WITH ANY TRANSFER OF THE
         WARRANTS REPRESENTED BY THIS CERTIFICATE WITHIN THE TIME PERIOD
         REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH
         ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND
         SUBMIT THIS CERTIFICATE TO THE WARRANT AGENT.  IF THE PROPOSED
         TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER MUST,
         PRIOR TO SUCH TRANSFER, FURNISH TO EACH OF THE WARRANT AGENT AND THE
         COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS
         EITHER OF THEM 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.  AS
         USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND
         "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER
         THE SECURITIES ACT.  THE WARRANT AGREEMENT CONTAINS A PROVISION
         REQUIRING THE
<PAGE>   14
                                       10


         WARRANT AGENT TO REFUSE TO REGISTER ANY TRANSFER OF THE WARRANTS
         REPRESENTED BY THIS CERTIFICATE IN VIOLATION OF THE FOREGOING
         RESTRICTIONS.

                 (b)      Each Global Warrant shall also bear the following
legend on the face thereof:

         UNLESS THIS WARRANT CERTIFICATE IS PRESENTED BY AN AUTHORIZED
         REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO MCCAW INTERNATIONAL,
         LTD. OR THE WARRANT AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
         PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
         CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
         REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON
         IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
         AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY
         TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
         ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
         HAS AN INTEREST HEREIN.

         TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
         WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR
         TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF
         PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN
         ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE VIII OF THE
         WARRANT AGREEMENT.

                 (c)      Each Warrant Certificate issued prior to the
Separation Date shall bear the following legend on the face thereof:

         THE WARRANTS EVIDENCED BY THIS CERTIFICATE ARE INITIALLY ISSUED AS
         PART OF AN ISSUANCE OF UNITS, EACH OF WHICH CONSISTS OF ONE 13% SENIOR
         DISCOUNT NOTE DUE 2007 OF MCCAW INTERNATIONAL, LTD. (THE "NOTES") AND
         ONE WARRANT INITIALLY ENTITLING THE HOLDER THEREOF TO PURCHASE 0.10616
         COMMON SHARES, WITHOUT PAR VALUE, OF MCCAW INTERNATIONAL, LTD.  PRIOR
         TO THE CLOSE OF BUSINESS UPON THE EARLIEST TO OCCUR OF (i) SEPTEMBER
         6, 1997, (ii) THE COMMENCEMENT OF AN EXCHANGE OFFER WITH
<PAGE>   15
                                       11


         RESPECT TO THE NOTES, (iii) THE EFFECTIVENESS OF A SHELF REGISTRATION
         STATEMENT WITH RESPECT TO THE NOTES OR (iv) THE COMMENCEMENT OF AN
         OFFER TO PURCHASE THE NOTES, THE WARRANTS EVIDENCED BY THIS
         CERTIFICATE MAY NOT BE TRANSFERRED OR EXCHANGED SEPARATELY FROM, BUT
         MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITH, THE NOTES.

                 Section 2.3.  Execution and Delivery of Warrant Certificates.
Warrant Certificates evidencing 951,463 Warrants, each Warrant to purchase
initially 0.10616 Common Shares, may be executed, on or after the date of this
Agreement, by the Company and delivered to the Warrant Agent for
countersignature, and the Warrant Agent shall thereupon countersign and deliver
such Warrant Certificates upon the order and at the written direction of the
Company signed by its Chief Executive Officer or other duly authorized
executive officer to the purchasers thereof on the date of issuance.  The
Warrant Agent is hereby authorized to countersign and deliver Warrant
Certificates as required by this Section 2.3 or by Section 3.3, Article VI or
Article VIII hereof.

                 The Warrant Certificates shall be executed on behalf of the
Company by its Chairman of the Board, Chief Executive Officer, any Vice
President or other duly authorized executive officer of the Company either
manually or by facsimile signature printed thereon.  The Warrant Certificates
shall be countersigned by manual signature of the Warrant Agent and shall not
be valid for any purpose unless so countersigned.  In case any officer or
director of the Company whose signature shall have been placed upon any of the
Warrant Certificates shall cease to be such officer or director of the Company
before countersignature by the Warrant Agent and the issuance and delivery
thereof, such Warrant Certificates may nevertheless be countersigned by the
Warrant Agent and issued and delivered with the same force and effect as though
such person had not ceased to be such officer or director of the Company.

                 Section 2.4.  Certificated Warrants.  Beneficial owners of
interests in a Global Warrant may receive Certificated Warrants (which, except
as set forth in Section 8.3(d), shall bear the Private Placement Legend) in
accordance with the procedures of the Warrant Agent and the Depositary
provided, however, that beneficial owners of interests in the Regulation S
Global Warrant may not receive Offshore Certificated Warrants in exchange for
such interest prior to the date one year from the Closing Date.  In connection
with the execution and delivery of such Certificated Warrants, the Warrant
Agent shall reflect on its books and records the date and a decrease in the
number of Warrants represented by the relevant Global Warrant equal to the
number of such Certificated Warrants and the Company shall execute and the
Warrant Agent shall countersign and deliver to said beneficial owners one or
more Certificated Warrants in an equal aggregate number.
<PAGE>   16
                                       12


                                  ARTICLE III

              EXERCISE PRICE, EXERCISE AND REPURCHASE OF WARRANTS

                 Section 3.1.  Exercise Price.  Each Warrant Certificate shall,
when countersigned by the Warrant Agent, initially entitle the Holder thereof,
subject to the provisions of this Agreement, to purchase the number of Common
Shares indicated thereon at a purchase price (the "Exercise Price") of $36.45
per Common Share, subject to adjustment as provided in Section 4.1 and Article
V hereof.

                 Section 3.2.  Exercise; Restrictions on Exercise.  At any time
after one year after the Closing Date and on or before the Expiration Date, any
outstanding Warrants may be exercised on any Business Day; provided that the
Warrant Registration Statement is, at the time of exercise, effective and
available for the exercise of the Warrants or the exercise of such Warrants is
exempt from the registration requirements of the Securities Act.  Any Warrants
not exercised by 5:00 p.m., New York City time, on the Expiration Date shall
expire and all rights of the Holders of such Warrants shall terminate.
Additionally, pursuant to Section 4.1(j)(ii) hereof, the Warrants shall expire
and all rights of the Holders of such Warrants shall terminate in the event the
Company merges or consolidates with or sells all or substantially all of its
property and assets to a Person (other than an Affiliate of the Company) if the
consideration payable to holders of Common Stock in exchange for their Common
Stock in connection with such merger, consolidation or sale consists solely of
cash or in the event of the dissolution, liquidation or winding up of the
Company.

                 Section 3.3.  Method of Exercise; Payment of Exercise Price.
In order to exercise all or any of the Warrants represented by a Warrant
Certificate, the Holder thereof must surrender for exercise the Warrant
Certificate to the Warrant Agent at its corporate trust office address set
forth in Section 12.5 hereof, with the Subscription Form set forth on the
reverse of the Warrant Certificate duly executed, together with payment in full
of the Exercise Price then in effect for each Common Share (or other
securities) issuable upon exercise of the Warrants as to which a Warrant is
exercised; such payment may be made in cash or by certified or official bank or
bank cashier's check payable to the order of the Company and shall be made to
the Warrant Agent at its corporate trust office address set forth in Section
12.5 hereof prior to the close of business on the date the Warrant Certificate
is surrendered to the Warrant Agent for exercise.  Notwithstanding the
foregoing, if the Common Shares (or other securities) issuable upon exercise of
the Warrants are registered under the Exchange Act, the Exercise Price may be
paid by surrendering additional Warrants to the Warrant Agent having an
aggregate Spread equal to the aggregate Exercise Price of the Warrants being
exercised.  All payments received upon exercise of Warrants shall be delivered
to the Company by the Warrant Agent as instructed in writing by the Company.
If less than all the Warrants represented by a Warrant Certificate are
exercised, such Warrant
<PAGE>   17
                                       13


Certificate shall be surrendered and a new Warrant Certificate of the same
tenor and for the number of Warrants which were not exercised shall be executed
by the Company and delivered to the Warrant Agent and the Warrant Agent shall
countersign the new Warrant Certificate, registered in such name or names as
may be directed in writing by the Holder, and shall deliver the new Warrant
Certificate to the Person or Persons entitled to receive the same.  Upon the
exercise of any Warrants following the surrender of a Warrant Certificate in
conformity with the foregoing provisions, the Warrant Agent shall instruct the
Company to transfer promptly to the Holder or, upon the written order of the
Holder of such Warrant Certificate, appropriate evidence of ownership of any
Common Shares or other security or property to which it is entitled, registered
or otherwise placed in such name or names as may be directed in writing by the
Holder, and to deliver such evidence of ownership to the Person or Persons
entitled to receive the same and fractional shares, if any, or an amount in
cash, in lieu of any fractional shares, as provided in Section 4.5 hereof;
provided that the Holder of such Warrant shall be responsible for the payment
of any transfer taxes required as the result of any change in ownership of such
Warrants or the issuance of such Common Shares other than to the Holder of such
Warrants.  Upon the exercise of a Warrant or Warrants, the Warrant Agent is
hereby authorized and directed to requisition from any transfer agent of the
Common Shares (and all such transfer agents are hereby irrevocably authorized
to comply with all such requests) certificates (bearing the legend set forth in
Section 12.10 hereof, if applicable, unless a Registration Statement relating
to such Common Shares shall then be in effect or the Company and the Holder
exercising such Warrant or Warrants otherwise agree) for the necessary number
of Common Shares to which said Holder may be entitled.  The Company shall
enter, or shall cause any transfer agent of the Common Shares to enter, the
name of the Person entitled to receive the Common Shares upon exercise of the
Warrants into the Company's register of shareholders within 14 days of such
exercise.  A Warrant shall be deemed to have been exercised immediately prior
to the close of business on the date of the surrender for exercise, as provided
above, of the Warrant Certificate representing such Warrant and, for all
purposes under this Agreement, the Person entitled to receive any Common Shares
deliverable upon such exercise shall, as between such Person and the Company,
be deemed to be the Holder of such Common Shares of record as of the close of
business on such date and shall be entitled to receive, and the Warrant Agent
shall deliver to such Person, any Common Shares  to which such Person would
have been entitled had such Person been the registered holder on such date.

                 Section 3.4.  Repurchase Offers.  (a)  Notice of Repurchase
Event.  Within five Business Days following the occurrence of a Repurchase
Event, the Company shall give notice (a "Repurchase Notice") to the Holders of
the Warrants and the Warrant Agent that such event has occurred.

                 (b)      Repurchase Offers Generally.  Following the
occurrence of a Repurchase Event, the Company shall offer to repurchase for
cash all outstanding Warrants pursuant to the provisions of this Section 3.4 (a
"Repurchase Offer").  The Company shall
<PAGE>   18
                                       14


give notice of a Repurchase Offer in accordance with Section 3.4(f) hereof.
Each date on which the Company gives any such notice is referred to as the
"Notice Date."  The Repurchase Offer shall commence on the Notice Date for such
Repurchase Offer and shall expire at 5:00 p.m., New York City time, on a date
determined by the Company (the "Final Surrender Time") that is at least 30 but
not more than 60 days after the Notice Date.  Once a Repurchase Event has
occurred, there is no limit on the number of Repurchase Offers that the Company
may make.

                 (c)      Repurchase Offers.  (i)  In any Repurchase Offer, the
Company shall offer to purchase for cash at the Repurchase Price all Warrants
outstanding on the Notice Date for such Repurchase Offer that are properly
tendered to the Warrant Agent on or prior to the Final Surrender Time for such
Repurchase Offer.

                 (ii)     Each Holder may, but shall not be obligated to,
accept such Repurchase Offer by tendering to the Warrant Agent, on or prior to
the Final Surrender Time for such Repurchase Offer, the Warrant Certificates
evidencing the Warrants such Holder desires to have repurchased in such offer,
together with a completed Certificate for Surrender in substantially the form
attached to the Warrant Certificate.  A Holder may withdraw all or a portion of
the Warrants tendered to the Warrant Agent at any time prior to the Final
Surrender Time for such Repurchase Offer.  If less than all the Warrants
represented by a Warrant Certificate shall be tendered, such Warrant
Certificate shall be surrendered and a new Warrant Certificate of the same
tenor and for the number of Warrants which were not tendered shall be executed
by the Company and delivered to the Warrant Agent and the Warrant Agent shall
countersign the new Warrant Certificate, registered in such name or names as
may be directed in writing by the Holder, and shall deliver the new Warrant
Certificate to the Person or Persons entitled to receive the same; provided
that the Holder of such Warrants shall be responsible for the payment of any
transfer taxes required as the result of any change in ownership of such
Warrants.

                 (d)      Repurchase Price.  (i)  The purchase price (the
"Repurchase Price") for each Warrant properly tendered to the Warrant Agent
pursuant to a Repurchase Offer shall be equal to the value (the "Relevant
Value") on the Valuation Date of the Common Shares issuable, and other
securities or property of the Company which would have been delivered, upon
exercise of Warrants had the Warrants been exercised (regardless of whether the
Warrants are then exercisable), less the Exercise Price in effect on the Notice
Date for such Repurchase Offer.

                 (ii)     The Relevant Value of the Common Shares and other
securities or property issuable upon exercise of all the Warrants, on any
Valuation Date shall be:

                 (1)      (A) If the Common Shares (or other securities) are
         registered under the Exchange Act, deemed to be the average of the
         daily market prices (on the stock
<PAGE>   19
                                       15


         exchange that is the primary trading market for the Common Shares (or
         other securities)) of the Common Shares (or other securities) for the
         20 consecutive trading days immediately preceding such Valuation Date
         or, (B) if the Common Shares (or other securities) have been
         registered under the Exchange Act for less than 20 consecutive trading
         days before such date, then the average of the daily market prices for
         all of the trading days before such date for which daily market prices
         are available, in the case of each of (A) and (B), as certified to the
         Warrant Agent by the President, any Vice President or the Chief
         Financial Officer of the Company (the "Value Certificate").  The
         market price for each such trading day shall be:  (A) in the case of a
         security listed or admitted to trading on any national securities
         exchange, the closing sales price on such day, or if no sale takes
         place on such day, the average of the closing bid and asked prices on
         such day, (B) in the case of a security not then listed or admitted to
         trading on any national securities exchange, the last reported sale
         price on such day, or if no sale takes place on such day, the average
         of the closing bid and asked prices on such day, as reported by a
         reputable quotation source designated by the Company, (C) in the case
         of a security not then listed or admitted to trading on any national
         securities exchange and as to which no such reported sale price or bid
         and asked prices are available, the average of the reported high bid
         and low asked prices on such day, as reported by a reputable quotation
         service, or a newspaper of general circulation in the Borough of
         Manhattan, City and State of New York customarily published on each
         Business Day, designated by the Company, or, if there shall be no bid
         and asked prices on such day, the average of the high bid and low
         asked prices, as so reported, on the most recent day (not more than 30
         days prior to the date in question) for which prices have been so
         reported and (D) if there are no bid and asked prices reported during
         the 30 days prior to the date in question, the Relevant Value shall be
         determined as if the Common Shares (or other securities) were not
         registered under the Exchange Act; or

                 (2)      If the Common Shares (or other securities) are not
         registered under the Exchange Act or if the value cannot be computed
         under clause (1) above, deemed to be equal to the value set forth in
         the Value Report (as defined below) as determined by an Independent
         Financial Expert, which shall be selected by the Board of Directors in
         accordance with Section 3.4(e) hereof, and retained on customary terms
         and conditions, using one or more valuation methods that the
         Independent Financial Expert, in its best professional judgment,
         determines to be most appropriate but without giving effect to any
         discount for lack of liquidity, the fact that the Company has no class
         of equity securities registered under the Exchange Act or the fact
         that the Common Shares and other securities or property issuable upon
         exercise of the Warrants represent a minority interest in the Company.
         The Company shall cause the Independent Financial Expert to deliver to
         the Company, with a copy to the Warrant Agent, within 45 days of the
         appointment of the Independent Financial Expert in accordance with
         Section 3.4(e) hereof, a value report (the "Value Report") stating the
<PAGE>   20
                                       16


         Relevant Value of the Common Shares and other securities or property
         of the Company, if any, being valued as of the Valuation Date and
         containing a brief statement as to the nature and scope of the
         methodologies upon which the determination of Relevant Value was made.
         The Warrant Agent shall have no duty with respect to the Value Report
         of any Independent Financial Expert, except to keep it on file and
         available for inspection by the Holders.  The determination as to
         Relevant Value in accordance with the provisions of this Section
         3.4(d) shall be conclusive on all Persons.  The Independent Financial
         Expert shall consult with management of the Company in order to allow
         management to comment on the proposed Relevant Value prior to delivery
         to the Company of any Value Report of the Independent Financial
         Expert.

                 (e)      Selection of Independent Financial Expert.  If clause
(d)(ii)(2) is applicable, the Board of Directors of the Company shall select an
Independent Financial Expert not more than five Business Days following a
Repurchase Event.  Within two days after such selection of the Independent
Financial Expert, the Company shall deliver to the Warrant Agent a notice
setting forth the name of such Independent Financial Expert.

                 (f)      Notice of Repurchase Offer.  Each notice of a
Repurchase Offer (an "Offer Notice") given by the Company pursuant to Section
3.4(b)(i) shall be given by the Company directly to all Holders of the
Warrants, with a copy to the Warrant Agent, shall be given simultaneously with
the Repurchase Notice (or, in the event that the Relevant Value of the Common
Shares or other securities or property issuable upon exercise of all the
Warrants cannot be determined pursuant to Section 3.4(d)(ii)(1), then such
Offer Notice shall be given within five Business Days after the Company
receives the Value Report with respect to such offer) and shall specify (A) the
Final Surrender Time for such Repurchase Offer, (B) the manner in which
Warrants may be surrendered to the Warrant Agent for repurchase by the Company,
(C) the Repurchase Price at which the Warrants will be repurchased by the
Company, (D) if applicable, the name of the Independent Financial Expert whose
valuation of the Common Shares and other securities or property was utilized in
connection with determining such Repurchase Price and (E) that payment of the
Repurchase Price will be made by the Warrant Agent.  Each such notice shall be
accompanied by a Certificate for Surrender for Repurchase Offer in
substantially the form attached to the Warrant Certificate and a copy of the
Value Report, if any.

                 (g)      Payment for Warrants.  Upon surrender for repurchase
of any Warrants in conformity with the provisions of this Section 3.4, the
Warrant Agent shall thereupon promptly notify the Company of such surrender.
On or before the Final Surrender Time for any Repurchase Offer, the Company
shall deposit with the Warrant Agent funds sufficient to make payment for the
Warrants tendered to the Warrant Agent and not withdrawn.  After receipt of
such deposit from the Company, the Warrant Agent shall make payment, by
delivering a check in such amount as is appropriate, to such Person or
<PAGE>   21
                                       17


Persons as it may be directed in writing by the Holder surrendering such
Warrants, net of any transfer taxes required to be paid in the event that the
check is to be delivered to a Person other than the Holder.

                 (h)      Compliance with Laws.  Notwithstanding anything
contained in this Section 3.4, if the Company is required to comply with laws
or regulations in connection with making any Repurchase Offer, such laws or
regulations shall govern the making of such Repurchase Offer.

                                   ARTICLE IV

                                  ADJUSTMENTS

                 Section 4.1.  Adjustments.  The Exercise Price and the number
of Common Shares issuable upon exercise of each Warrant shall be subject to
adjustment from time to time as follows:

                 (a)      Divisions; Consolidations; Reclassifications.  In
case the Company shall, on or before the Expiration Date, (i) issue any Common
Shares in payment of a dividend or other distribution with respect to its
Common Shares, (ii) subdivide its issued and outstanding Common Shares, (iii)
consolidate its issued and outstanding Common Shares into a smaller number of
shares, or (iv) reclassify or convert the Common Shares (other than a
reclassification in connection with a merger, consolidation or other business
combination which will be governed by Section 4.1(j)), then the number of
Common Shares purchasable upon exercise of each Warrant immediately prior to
the record date for such issue or distribution or the effective date of such
subdivision, consolidation, reclassification or conversion shall be adjusted so
that the Holder of each Warrant shall thereafter be entitled to receive the
kind and number of Common Shares which such Holder would have been entitled to
receive after the happening of any of the events described above had such
Warrant been exercised immediately prior to the happening of such event or any
record date with respect thereto.  An adjustment made pursuant to this Section
4.1(a) shall become effective immediately after the effective date of such
event retroactive to the record date, if any, for such event.

                 (b)      Rights; Options; Warrants.  In case the Company shall
issue rights, options, warrants or convertible or exchangeable securities
(other than an issuance of convertible or exchangeable securities subject to
Section 4.1(a)) to all holders of its Common Shares, entitling them to
subscribe for or purchase Common Shares at a price per share which is lower (at
the record date for such issuance) than the then Current Market Value per
Common Share, then the Company shall ensure that at the time of such issuance,
the same or a like offer or invitation is made to the Holders of the Warrants
as if their Warrants had been exercised on the day immediately preceding the
record date of such offer or invitation
<PAGE>   22
                                       18


on the terms (subject to any adjustment pursuant to Section 4.1(a) for a prior
event) on which such Warrants could have been exercised on such date; provided
that if the Board so resolves, the Company shall not be required to ensure that
the same offer or invitation is made to the Holders of the Warrants, but the
number of Common Shares thereafter purchasable upon the exercise of each
Warrant shall instead be adjusted and shall be determined by multiplying the
number of Common Shares theretofore purchasable upon exercise of each Warrant
by a fraction, the numerator of which shall be the sum of (i) the number of
Common Shares outstanding immediately prior to the issuance of such rights,
options, warrants or convertible or exchangeable securities plus (ii) the
number of additional Common Shares which may be purchased or subscribed for
upon exercise, exchange or conversion of such rights, options, warrants or
convertible or exchangeable securities and the denominator of which shall be
the sum of (x) the number of Common Shares outstanding immediately prior to the
issuance of such rights, options, warrants or convertible or exchangeable
securities plus (y) the number of shares which the total consideration received
by the Company for such rights, options, warrants or convertible or
exchangeable securities so offered would purchase at the then Current Market
Value per Common Share.  Except as otherwise provided above, such adjustment
shall be made whenever such rights, options, warrants or convertible or
exchangeable securities are issued, and shall become effective retroactively
immediately after the record date for the determination of shareholders
entitled to receive such rights, options, warrants or convertible or
exchangeable securities.

                 (c)      Issuance of Common Shares at Lower Values.  In case
the Company shall sell and issue any Common Share or Right (as defined below)
(excluding (i) any Right issued in any of the transactions described in Section
4.1(a) or (b) above, (ii) Common Shares issued pursuant to (x) any Rights
outstanding on the date of this Agreement or any Right issued in any
transaction described in Section 4.1(a) or (b) above and (y) a Right, if on the
date such Right was issued, the exercise, conversion or exchange price per
Common Share with respect thereto was at least equal to the then Current Market
Value per Common Share and (iii) any Common Shares or Right issued as
consideration when any corporation or business is acquired, merged into or
becomes part of the Company or a subsidiary of the Company in an arm's-length
transaction between the Company and a Person other than an Affiliate of the
Company) at a price per Common Share (determined in the case of any such Right,
by dividing (x) the total consideration receivable by the Company in
consideration of the sale and issuance of such Right, plus the total
consideration payable to the Company upon exercise, conversion or exchange
thereof, by (y) the total number of Common Shares covered by such Right) that
is lower than the Current Market Value per Common Share in effect immediately
prior to such sale or issuance, then the number of Common Shares thereafter
purchasable upon the exercise of each Warrant shall be determined by
multiplying the number of Common Shares theretofore purchasable upon exercise
of such Warrant by a fraction, the numerator of which shall be the number of
Common Shares outstanding immediately after such sale or issuance and the
denominator of which shall be the number of Common Shares outstanding
immediately prior to such sale or issuance plus the number of
<PAGE>   23
                                       19


Common Shares which the aggregate consideration received (determined as
provided below) for such sale or issuance would purchase at such Current Market
Value per Common Share.  For purposes of this Section 4.1(c), the Common Shares
which the holder of any such Right shall be entitled to subscribe for or
purchase shall be deemed to be issued and outstanding as of the date of such
sale and issuance and the consideration received by the Company therefor shall
be deemed to be the consideration received by the Company for such Right, plus
the consideration or premiums stated in such Right to be paid for the Common
Shares covered thereby.  In case the Company shall sell and issue any Right
together with one or more other securities as part of a unit at a price per
unit, then in determining the "price per Common Share" and the "consideration
received by the Company" for purposes of the first sentence of this Section
4.1(c), the Board shall determine, in good faith, the fair value of the Right
then being sold as part of such unit.  For purposes of this paragraph, a
"Right" shall mean any right, option, warrant or convertible or exchangeable
security containing the Right to subscribe for or acquire one or more Common
Shares, excluding the Warrants.  This Section 4.1(c) shall not apply to: (i)
the exercise of Warrants, or the conversion or exchange of other securities
convertible or exchangeable for Common Shares; or (ii) Common Shares issued
upon the exercise of Rights or warrants issued to all holders of Common Shares.

                 (d)      Distributions of Debt, Assets, Subscription Rights or
Convertible Securities.  In case the Company shall make a distribution to all
holders of its Common Shares of evidences of its indebtedness, or assets, or
other distributions (excluding any issuance of Common Shares referred to in
Section 4.1(a) above and excluding distributions in connection with the
dissolution, liquidation or winding-up of the Company which shall be governed
by Section 4.1(j) and distributions of securities referred to in Section
4.1(a), Section 4.1(b) or Section 4.1(c)), then, in each case, the number of
Common Shares purchasable after such record date upon the exercise of each
Warrant shall be determined by multiplying the number of Common Shares
purchasable upon the exercise of such Warrant immediately prior to such record
date by a fraction, the numerator of which shall be the Current Market Value
per Common Share immediately prior to the record date for such distribution and
the denominator of which shall be the Current Market Value per Common Share
immediately prior to the record date for such distribution less the then fair
value (as determined in good faith by the Board) of the evidences of its
indebtedness, or assets or other distributions so distributed attributable to
one Common Share.  Such adjustment shall be made whenever any such distribution
is made, and shall become effective on the date of distribution retroactive to
the record date for the determination of shareholders entitled to receive such
distribution.

                 (e)      Expiration of Rights, Options and Conversion
Privileges.  Upon the expiration of any rights, options, warrants or conversion
or exchange privileges (including without limitation any Rights) that have
previously resulted in an adjustment hereunder, if any thereof shall not have
been exercised, exchanged or converted, the Exercise Price and the number of
Common Shares issuable upon the exercise of each Warrant shall, upon such
<PAGE>   24
                                       20


expiration, be readjusted and shall thereafter, upon any future exercise, be
such as they would have been had they been originally adjusted (or had the
original adjustment not been required, as the case may be) as if (i) the only
Common Shares so issued were the Common Shares, if any, actually issued or sold
upon the exercise, exchange or conversion of such rights, options, warrants or
conversion or exchange rights (including without limitation any Rights) and
(ii) such Common Shares, if any, were issued or sold for the consideration
actually received by the Company upon such exercise, exchange or conversion
plus the consideration, if any, actually received by the Company for issuance,
sale or grant of all such rights, options, warrants or conversion or exchange
rights (including without limitation any Rights) whether or not exercised.

                 (f)      Current Market Value.  For the purposes of any
computation under this Article IV, the "Current Market Value" per Common Share
or of any other security (herein collectively referred to as a "security") at
any date herein specified shall be:

                 (i)      if the security is not registered under the Exchange
         Act, the value of the security (1) most recently determined as of a
         date within the six months preceding such date by an Independent
         Financial Expert selected by the Company in accordance with the
         criteria for such valuation set out in Section 4.1(k), or (2) if no
         such determination shall have been made within such six-month period
         or if the Company so chooses, determined as of such a date by an
         Independent Financial Expert selected by the Company in accordance
         with the criteria for such valuation set out in Section 4.1(k), or

                 (ii)     if the security is registered under the Exchange Act,
         the average of the daily market prices of the security for the 20
         consecutive trading days immediately preceding such date or, if the
         security has been registered under the Exchange Act for less than 20
         consecutive trading days before such date, then the average of the
         daily market prices for all of the trading days before such date for
         which daily market prices are available.  The market price for each
         such trading day shall be:  (A) in the case of a security listed or
         admitted to trading on any national securities exchange, the closing
         sales price, regular way, on such day, or if no sale takes place on
         such day, the average of the closing bid and asked prices on such day
         on the principal national securities exchange on which such security
         is listed or admitted, as determined by the Board, in good faith, (B)
         in the case of a security not then listed or admitted to trading on
         any national securities exchange, the last reported sale price on such
         day, or if no sale takes place on such day, the average of the closing
         bid and asked prices on such day, as reported by a reputable quotation
         source designated by the Company, (C) in the case of a security not
         then listed or admitted to trading on any national securities exchange
         and as to which no such reported sale price or bid and asked prices
         are available, the average of the reported high bid and low asked
         prices on such day, as reported by a reputable quotation service, or a
         newspaper of
<PAGE>   25
                                       21


         general circulation in the Borough of Manhattan, City and State of New
         York customarily published on each Business Day, designated by the
         Company, or, if there shall be no bid and asked prices on such day,
         the average of the high bid and low asked prices, as so reported, on
         the most recent day (not more than 30 days prior to the date in
         question) for which prices have been so reported and (D) if there are
         no bid and asked prices reported during the 30 days prior to the date
         in question, the Current Market Value of the security shall be
         determined as if the security were not registered under the Exchange
         Act.

                 (g)      Consideration Received.  For purposes of any
computation respecting consideration received pursuant to this Section 4.1, the
following shall apply:

                 (i)      in the case of the issuance of Common Shares for
         cash, the consideration shall be the amount of such cash, provided
         that in no case shall any deduction be made for any commissions,
         discounts or other expenses incurred by the Company for any
         underwriting of the issue or otherwise in connection therewith;

                 (ii)     in the case of the issuance of Common Shares for a
         consideration in whole or in part other than cash, the consideration
         other than cash shall be deemed to be the fair market value thereof as
         determined in good faith by the Board (irrespective of the accounting
         treatment thereof), whose determination shall be conclusive and
         described in reasonable detail in a board resolution which shall be
         provided as soon as practicable thereafter to the Warrant Agent; and

                 (iii)    in the case of the issuance of rights, options,
         warrants or securities convertible into or exchangeable for Common
         Shares (including any Rights), the aggregate consideration received
         therefor shall be deemed to be the consideration received by the
         Company for the issuance of such rights, options, warrants or
         securities convertible into or exchangeable for Common Shares, plus
         the additional minimum consideration, if any, to be received by the
         Company upon the exercise, conversion or exchange thereof (the
         consideration in each case to be determined in the same manner as
         provided in clauses (i) and (ii) of this Section 4.1(g)).

                 (h)      De Minimis Adjustments.  No adjustment in the number
of Common Shares purchasable hereunder shall be required unless such adjustment
would require an increase or decrease of at least one percent (1%) in the
number of Common Shares purchasable upon the exercise of each Warrant;
provided, however, that any adjustments which by reason of this Section 4.1(h)
are not required to be made shall be carried forward and taken into account in
any subsequent adjustment.  All calculations shall be made to the nearest
one-thousandth of a share.
<PAGE>   26
                                       22


                 (i)      Adjustment of Exercise Price.  Whenever the number of
Common Shares purchasable upon the exercise of each Warrant is adjusted, as
herein provided, the Exercise Price per Common Share payable upon exercise of
such Warrant shall be adjusted (calculated to the nearest $.01) so that it
shall equal the price determined by multiplying such Exercise Price immediately
prior to such adjustment by a fraction the numerator of which shall be the
number of Common Shares purchasable upon the exercise of each Warrant
immediately prior to such adjustment and the denominator of which shall be the
number of Common Shares so purchasable immediately thereafter.  Following any
adjustment to the Exercise Price pursuant to this Article IV, the amount
payable, when adjusted, shall never be less than the par value per Common Share
at the time of such adjustment.

                 If after an adjustment, a Holder of a Warrant upon exercise of
it may receive shares of two or more classes in the capital of the Company, the
Company shall determine the allocation of the adjusted Exercise Price between
such classes of shares in a manner that the Board deems fair and equitable to
the Holders.  After such allocation, the exercise privilege and the Exercise
Price of each class of shares shall thereafter be subject to adjustment on
terms comparable to those applicable to Common Shares in this Article IV.

                 Such adjustment shall be made successively whenever any event
listed above shall occur.

                 (j)      Consolidation, Merger, Etc.  (i)  Subject to the
provisions of Subsection (ii) below of this Section 4.1(j), in case of the
consolidation of the Company with, or merger of the Company with or into, or of
the sale of all or substantially all of the properties and assets of the
Company to, any Person, and in connection therewith consideration is payable to
holders of Common Shares (or other securities or property purchasable upon
exercise of Warrants) in exchange therefor, the Warrants shall remain subject
to the terms and conditions set forth in this Agreement and each Warrant shall,
after such consolidation, merger or sale, entitle the Holder to receive upon
exercise the number of shares in the capital or other securities or property
(including cash) of or from the Person resulting from such consolidation or
surviving such merger or to which such sale shall be made or of the parent of
such Person, as the case may be, that would have been distributable or payable
on account of the Common Shares if such Holder's Warrants had been exercised
immediately prior to such merger, consolidation or sale (or, if applicable, the
record date therefor); and in any such case the provisions of this Agreement
with respect to the rights and interests thereafter of the Holders of Warrants
shall be appropriately adjusted by the Board in good faith so as to be
applicable, as nearly as may reasonably be, to any shares, other securities or
any property thereafter deliverable on the exercise of the Warrants.
<PAGE>   27
                                       23


                 (ii)     Notwithstanding the foregoing, (x) if the Company
         merges or consolidates with, or sells all or substantially all of its
         property and assets to, another Person (other than an Affiliate of the
         Company) and consideration is payable to holders of Common Shares in
         exchange for their Common Shares in connection with such merger,
         consolidation or sale which consists solely of cash, or (y) in the
         event of the dissolution, liquidation or winding up of the Company,
         then the Holders of Warrants shall be entitled to receive
         distributions on the date of such event on an equal basis with holders
         of Common Shares (or other securities issuable upon exercise of the
         Warrants) as if the Warrants had been exercised immediately prior to
         such event, less the Exercise Price.  Upon receipt of such payment, if
         any, the rights of a Holder shall terminate and cease and such
         Holder's Warrants shall expire.  If the Company has made a Repurchase
         Offer that has not expired at the time of such transaction, the
         holders of the Warrants will be entitled to receive the higher of (i)
         the amount payable to the holders of the Warrants described above and
         (ii) the Repurchase Price payable to the holders of the Warrants
         pursuant to such Repurchase Offer.  In case of any such merger,
         consolidation or sale of assets, the surviving or acquiring Person
         and, in the event of any dissolution, liquidation or winding up of the
         Company, the Company shall deposit promptly with the Warrant Agent the
         funds, if any, necessary to pay the Holders of the Warrants.  After
         receipt of such deposit from such Person or the Company and after
         receipt of surrendered Warrant Certificates, the Warrant Agent shall
         make payment by delivering a check in such amount as is appropriate
         (or, in the case of consideration other than cash, such other
         consideration as is appropriate) to such Person or Persons as it may
         be directed in writing by the Holder surrendering such Warrants.

                 (k)      If required pursuant to Section 4.1(f)(i), the
Current Market Value shall be deemed to be equal to the value set forth in the
Value Report (as defined below) as determined by an Independent Financial
Expert, which shall be selected by the Board in its sole discretion, and
retained on customary terms and conditions, using one or more valuation methods
that the Independent Financial Expert, in its best professional judgment,
determines to be most appropriate.  The Company shall cause the Independent
Financial Expert to deliver to the Company, with a copy to the Warrant Agent,
within 45 days of the appointment of the Independent Financial Expert, a value
report (the "Value Report") stating the value of the Common Shares and other
securities or property of the Company, if any, being valued as of the Valuation
Date and containing a brief statement as to the nature and scope of the
examination or investigation upon which the determination of value was made.
The Warrant Agent shall have no duty with respect to the Value Report of any
Independent Financial Expert, except to keep it on file and available for
inspection by the Holders.  The determination as to Current Market Value in
accordance with the provisions of this Section 4.1(k) shall be conclusive on
all Persons.  The Independent Financial Expert shall consult with management of
the Company in order to allow management to comment on the proposed value prior
to delivery to the Company of any Value Report.
<PAGE>   28
                                       24


                 (l)      When No Adjustment Required.  No adjustment need be
                          made for:

                 (i)      grants or exercises of Rights granted to employees of
                          the Company or any of its subsidiaries or Common
                          Shares issued or granted to such employees, whether
                          or not upon the exercise, exchange or conversion of
                          any such Rights (to the extent that all such
                          securities do not have an aggregate value in excess
                          of 15% of the equity value of the Company on a fully
                          diluted basis, as determined in good faith by the
                          Board);

                 (ii)     options, warrants or other agreements or rights to
                          purchase capital stock of the Company entered into
                          prior to the date of the issuance of the Warrants;

                 (iii)    rights to purchase Common Shares pursuant to a
                          Company plan for reinvestment of dividends or
                          interest; and

                 (iv)     a change in the par value of the Common Shares
                          (including a change from par value to no par value
                          or vice versa).

                 To the extent the Warrants become convertible into cash, no
adjustment need be made thereafter as to the cash.  Interest will not accrue on
the cash.

                 Section 4.2.  Notice of Adjustment.  Whenever the number of
Common Shares purchasable upon the exercise of each Warrant or the Exercise
Price is adjusted, as herein provided, the Company shall cause, so far as it is
able, the Warrant Agent promptly to mail, at the expense of the Company, to
each Holder notice of such adjustment or adjustments and shall deliver to the
Warrant Agent a certificate of the Auditors setting forth the number of Common
Shares purchasable upon the exercise of each Warrant and the Exercise Price
after such adjustment, setting forth a brief statement of the facts requiring
such adjustment and setting forth the computation by which such adjustment was
made.  Such certificate shall be conclusive evidence of the correctness of such
adjustment except in the case of manifest error.  The Warrant Agent shall be
entitled to rely on such certificate and shall be under no duty or
responsibility with respect to any such certificate, except to exhibit the
same, from time to time, to any Holder desiring an inspection thereof during
reasonable business hours upon reasonable notice.  The Warrant Agent shall not
at any time be under any duty or responsibility to any Holders to determine
whether any facts exist which may require any adjustment of the Exercise Price
or the number of Common Shares purchasable on exercise of the Warrants or any
of the other adjustments set forth in Section 4.1, or with respect to the
nature or extent of any such adjustment when made, or with respect to the
method employed in making such adjustment, or the validity or value (or the
kind or amount) of any Common Shares which may be purchasable on exercise of
the Warrants.  The Warrant Agent shall not be responsible for any failure of
the Company to
<PAGE>   29
                                       25


make any cash payment or to issue, transfer or deliver any Common Shares or
share certificates upon the exercise of any Warrant.

                 Section 4.3.  Statement on Warrants.  Irrespective of any
adjustment in the Exercise Price or the number or kind of shares purchasable
upon the exercise of the Warrants, Warrants theretofore or thereafter issued
may continue to express the same price and number and kind of shares as are
stated in the Warrants initially issuable pursuant to this Agreement.

                 Section 4.4.  Notice of Consolidation, Merger, Etc.  In case
at any time after the date hereof and prior to 5:00 p.m. (New York City time)
on the Expiration Date, there shall be any (i) consolidation or merger
involving the Company or sale, transfer or other disposition of all or
substantially all of the Company's property, assets or business (except a
merger or other reorganization in which the Company shall be the surviving
corporation and holders of Common Shares receive no consideration in respect of
their shares) or (ii) any other transaction contemplated by Section 4.1(j)(ii)
above then, in any one or more of such cases, the Company shall cause to be
mailed to the Warrant Agent and shall cause the Warrant Agent to mail, at
Company's expense, to each Holder of a Warrant, at the earliest practicable
time (and, in any event, not less than 20 days before any date set for
definitive action), notice of the date on which such reorganization, sale,
consolidation, merger, dissolution, liquidation or winding up shall take place,
as the case may be.  Such notice shall also set forth such facts as shall
indicate the effect of such action (to the extent such effect may be known at
the date of such notice) on the Exercise Price and the kind and amount of the
Common Shares and other securities, money and other property deliverable upon
exercise of the Warrants.  Such notice shall also specify the date as of which
the holders of record of the Common Shares or other securities or property
issuable upon exercise of the Warrants shall be entitled to exchange their
shares for securities, money or other property deliverable upon such
reorganization, sale, consolidation, merger, dissolution, liquidation or
winding up, as the case may be.

                 Section 4.5.  Fractional Interests.  If more than one Warrant
shall be presented for exercise in full at the same time by the same Holder,
the number of full Common Shares which shall be issuable upon such exercise
thereof shall be computed on the basis of the aggregate number of Common Shares
purchasable on exercise of the Warrants so presented.  The Company shall not be
required to issue fractional Common Shares upon the exercise of Warrants.  If
any fraction of a Common Share would, except for the provisions of this Section
4.5, be issuable on the exercise of any Warrant (or specified portion thereof),
the Company may pay an amount in cash calculated by it to be equal to the then
Current Market Value per Common Share multiplied by such fraction computed to
the nearest whole cent.
<PAGE>   30
                                       26


                 Section 4.6.  When Issuance or Payment May Be Deferred.  In
any case in which this Article IV shall require that an adjustment in the
Exercise Price be made effective as of a record date for a specified event, the
Company may elect to defer until the occurrence of such event (i) issuing to
the holder of any Warrant exercised after such record date the Common Shares
and other shares in the capital of the Company, if any, issuable upon such
exercise over and above the Common Shares and other shares in  the capital of
the Company, if any, issuable upon such exercise and (ii) paying such holder
any amount in cash in lieu of a fractional share; provided, however, that the
Company shall deliver to such Holder a due bill or other appropriate instrument
evidencing such Holder's right to receive such additional Common Shares, other
shares and cash upon the occurrence of the event requiring such adjustment.

                 Section 4.7.  Initial Public Offering.  Notwithstanding
anything to the contrary herein contained, if the Company conducts an initial
public offering of equity securities (other than nonconvertible preferred
shares), the Company will give the Holders the opportunity to convert such
Warrants into warrants to purchase such equity securities (other than
nonconvertible preferred shares) and such Common Shares or such other
securities that have been received by the Holders upon the exercise of Warrants
into such equity securities (other than nonconvertible preferred shares).  Such
conversion opportunity will be on terms and conditions determined to be fair
and reasonable by the Company's Board of Directors.

                                   ARTICLE V

                           DECREASE IN EXERCISE PRICE

                 The Board, in its sole discretion, shall have the right at any
time, or from time to time, to decrease the Exercise Price of the Warrants
and/or increase the number of shares issuable upon the exercise of the
Warrants.

                                   ARTICLE VI

                               LOSS OR MUTILATION

                 Upon receipt by the Company and the Warrant Agent of evidence
satisfactory to them of the ownership and the loss, theft, destruction or
mutilation of any Warrant Certificate and of indemnity or bond satisfactory to
them and (in the case of mutilation) upon surrender and cancellation thereof,
then, in the absence of notice to the Company or the Warrant Agent that the
Warrants represented thereby have been acquired by a bona fide purchaser, the
Company shall execute and the Warrant Agent shall countersign and deliver to
the registered Holder of the lost, stolen, destroyed or mutilated Warrant
Certificate, in
<PAGE>   31
                                       27


exchange for or in lieu thereof, a new Warrant Certificate of the same tenor
and for a like aggregate number of Warrants.  Upon the issuance of any new
Warrant Certificate under this Article VI, the Company may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and other expenses (including the fees and expenses
of the Warrant Agent) in connection therewith.  Every new Warrant Certificate
executed and delivered pursuant to this Article VI in lieu of any lost, stolen
or destroyed Warrant Certificate shall constitute a contractual obligation of
the Company whether or not the allegedly lost, stolen or destroyed Warrant
Certificates shall be at any time enforceable by anyone and shall be entitled
to the benefits of this Agreement equally and proportionately with any and all
other Warrant Certificates duly executed and delivered hereunder.  The
provisions of this Article VI are exclusive and shall preclude (to the extent
lawful) all other rights or remedies with respect to the replacement of
mutilated, lost, stolen, or destroyed Warrant Certificates.

                                  ARTICLE VII

                         RESERVATION AND AUTHORIZATION
                                OF COMMON SHARES

                 The Company shall at all times reserve and keep available such
number of its authorized but unissued Common Shares deliverable upon exercise
of Warrants as will be sufficient to permit the exercise in full of all
outstanding Warrants and will cause appropriate evidence of ownership of such
Common Shares to be delivered to the Warrant Agent upon its request for
delivery thereof upon the exercise of Warrants.  The Company covenants that all
Common Shares of the Company that may be issued upon the exercise of the
Warrants will, upon issuance, be duly authorized, validly issued, fully paid
and not subject to any calls for funds and free from pre-emptive rights and all
taxes, liens, charges and security interests with respect to the issue thereof.

                                  ARTICLE VIII

                WARRANT TRANSFER BOOKS; RESTRICTIONS ON TRANSFER


                 Section 8.1.  Transfer and Exchange.  The Warrant Certificates
shall be issued in registered form only.  The Warrant Agent shall keep at its
office a register for the registration of Warrant Certificates and transfers or
exchanges of Warrant Certificates as herein provided and other appropriate data
as determined by the Warrant Agent.  The Company shall, upon reasonable notice
to the Warrant Agent, have access to such register during the Warrant Agent's
regular business hours.  All Warrant Certificates issued upon
<PAGE>   32
                                       28


any registration of transfer or exchange of Warrant Certificates shall be the
valid obligations of the Company, evidencing the same obligations, and entitled
to the same benefits under this Agreement, as the Warrant Certificates
surrendered for such registration of transfer or exchange.

                 The Warrants shall initially be issued as part of the issuance
of the Units.  Prior to the Separation Date, the Warrants may not be
transferred or exchanged separately from, but may be transferred or exchanged
only together with, the Notes issued as part of such Units.

                 A Holder may transfer its Warrants only by written application
to the Warrant Agent stating the name of the proposed transferee and otherwise
complying with the terms of this Agreement.  No such transfer shall be effected
until, and such transferee shall succeed to the rights of a Holder only upon,
final acceptance and registration of the transfer by the Warrant Agent in the
register.  Prior to the registration of any transfer of Warrants by a Holder as
provided herein, the Company, the Warrant Agent, and any agent of the Company
may treat the person in whose name the Warrants are registered as the owner
thereof for all purposes and as the person entitled to exercise the rights
represented thereby, any notice to the contrary notwithstanding.  Furthermore,
any holder of a Global Warrant shall, by acceptance of such Global Warrant,
agree that transfers of beneficial interests in such Global Warrant may be
effected only through a book-entry system maintained by the holder of such
Global Warrant (or its agent), and that ownership of a beneficial interest in
the Warrants represented thereby shall be required to be reflected in a
book-entry.  When Warrant Certificates are presented to the Warrant Agent with
a request to register the transfer or to exchange them for an equal amount of
Warrants of other authorized denominations, the Warrant Agent shall register
such transfer or make such exchange as requested if its requirements for such
transactions are met.  To permit registrations of transfers and exchanges, the
Company shall execute Warrant Certificates at the Warrant Agent's request.  No
service charge shall be made for any registration of transfer or exchange of
Warrants, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
registration of transfer of Warrants.

                 Section 8.2.  Book-Entry Provisions for the Global Warrants.
(a)  The Global Warrants initially shall (i) be registered in the name of the
Depositary for such Global Warrant or the nominee of such Depositary, (ii) be
delivered to the Warrant Agent as custodian for such Depositary and (iii) bear
legends as set forth in Section 2.2 hereof.

                 Members of, or participants in, the Depositary ("Agent
Members") shall have no rights under this Agreement with respect to the Global
Warrants held on their behalf by the Depositary or the Warrant Agent as its
custodian, and the Depositary may be treated by the Company, the Warrant Agent
and any agent of the Company or the Warrant Agent as the
<PAGE>   33
                                       29


absolute owner of such Global Warrant for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Warrant Agent or any agent of the Company or the Warrant Agent, 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 governing the exercise of the rights of a
Holder of any Warrants.

                 (b)      Transfers of a Global Warrant shall be limited to
transfers of such Global Warrant in whole, but not in part, to the Depositary,
its successors or their respective nominees.  Interests of beneficial owners in
the Global Warrants may be transferred in accordance with the rules and
procedures of the Depositary and the provisions of Section 8.3 hereof.  U.S.
Certificated Warrants and Offshore Certificated Warrants shall be transferred
to beneficial owners in exchange for their beneficial interests in the
Restricted Global Warrant or the Regulation S Global Warrant, as the case may
be, (i) if the Depositary notifies the Company that it is unwilling or unable
to continue as Depositary for any such Global Warrant and a successor
depositary is not appointed by the Company within 90 days of such notice, (ii)
if there is a Default or (iii) upon the request of the beneficial owner in
accordance with the rules and procedures of the Depositary and the provisions
of Section 8.3 hereof; provided that Offshore Certificated Warrants shall not
be transferred in exchange for the Legended Regulation S Global Note prior to
one year after the Closing Date.

                 (c)      Any beneficial interest in one of the Global Warrants
that is transferred to a person who takes delivery in the form of an interest
in any other Global Warrant will, upon transfer, cease to be an interest in
such Global Warrant and become an interest in such other Global Warrant and,
accordingly, will thereafter be subject to all transfer restrictions, if any,
and other procedures applicable to beneficial interests in such other Global
Warrant for as long as it remains such an interest.

                 (d)      In connection with the transfer of the entire
Restricted Global Warrant or Regulation S Global Warrant to beneficial owners
pursuant to paragraph (b) of this Section 8.2, the Restricted Global Warrant or
the Regulation S Global Warrant, as the case may be, shall be surrendered to
the Warrant Agent for cancellation, and the Company shall execute, and the
Warrant Agent shall countersign and deliver, to each beneficial owner
identified by the Depositary in exchange for its beneficial interest in the
Restricted Global Warrant or the Regulation S Global Warrant, as the case may
be, U.S. Certificated Warrants or Offshore Certificated Warrants, as the case
may be, of authorized denominations representing, in the aggregate, the number
of Warrants theretofore represented by the Restricted Global Warrant or the
Regulation S Global Warrant, as the case may be.

                 (e)      In connection with the transfer of a portion of the
beneficial interests in the Restricted Global Warrant or the Unlegended
Regulation S Global Warrant to beneficial owners pursuant to paragraph (b) of
this Section 8.2, the Warrant Agent shall reflect on its
<PAGE>   34
                                       30


books and records the date and a decrease in the amount of Warrants represented
by the Restricted Global Warrant or Unlegended Regulation S Global Warrant in
an amount equal to the amount of Warrants represented by the beneficial
interest in the Restricted Global Warrant or Unlegended Regulation S Global
Warrant to be transferred, and the Company shall execute, and the Warrant Agent
shall countersign and deliver, to each beneficial owner identified by the
Depositary in exchange for its beneficial interest in the Restricted Global
Warrant or the Unlegended Regulation S Global Warrant, as the case may be, U.S.
Certificated Warrants or Offshore Certificated Warrants, as the case may be, of
like tenor and amount.

                 (f)      Any Certificated Warrant delivered in exchange for an
interest in a Global Warrant pursuant to paragraph (b), (d) or (e) of this
Section shall, except as otherwise provided by paragraph (d) of Section 8.3
hereof, bear the legend regarding transfer restrictions set forth in Section
2.2 hereof.

                 (g)      The registered holder of a Global Warrant 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 Agreement or the Warrants.

                 Section 8.3.  Special Transfer Provisions.  The following
provisions shall apply:

                 (a)      Transfers to QIBs.  The following provisions shall
apply with respect to the registration of any proposed transfer of Warrants to
a QIB (excluding non-U.S. Persons):

                 (i)      If the Warrants to be transferred are represented by
         Certificated Warrants or by an interest in the Regulation S Global
         Warrant, the Warrant Agent shall register the transfer if such
         transfer is being made by a proposed transferor who has checked the
         box provided for on the form of Warrant Certificate stating, or has
         otherwise advised the Company and the Warrant Agent in writing, that
         the sale has been made in compliance with the provisions of Rule 144A
         to a transferee who has signed the certification provided for on the
         form of Warrant Certificate stating, or has otherwise advised the
         Company and the Warrant Agent in writing, that it is purchasing the
         Warrants 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 QIB within the meaning of Rule 144A, 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 it 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
         its foregoing
<PAGE>   35
                                       31


         representations in order to claim the exemption from registration
         provided by Rule 144A.

                 (ii)     If the proposed transferee is an Agent Member, and
         the Warrants to be transferred are represented by Certificated
         Warrants or an interest in the Regulation S Global Warrant, upon
         receipt by the Warrant Agent of the documents referred to in clause
         (i) above and instructions given in accordance with the Depositary's
         and the Warrant Agent's procedures, the Warrant Agent shall reflect on
         its books and records the date and an increase in the amount of
         Warrants represented by the Restricted Global Warrant in an amount
         equal to the amount of Warrants represented by the Certificated
         Warrants or the interest in the Regulation S Global Warrant, as the
         case may be, to be transferred, and the Warrant Agent shall cancel the
         Certificated Warrants or decrease the amount of the Regulation S
         Global Warrant so transferred.

                 (b)      Transfers to Non-U.S. Persons at Any Time.  The
following provisions shall apply with respect to the registration of any
proposed transfer of Warrants to a Non-U.S. Person:

                 (i)      The Warrant Agent shall register any proposed
         transfer of Warrants to a Non-U.S. Person only upon receipt of a
         certificate substantially in the form of Exhibit B from the proposed
         transferor.

                 (ii)     If the proposed transferee is an Agent Member and the
         Warrants to be transferred are represented by Certificated Warrants or
         an interest in the Restricted Global Warrant, upon receipt by the
         Warrant Agent of the documents referred to in clause (i) above and
         instructions given in accordance with the Depositary's and the Warrant
         Agent's procedures, the Warrant Agent shall reflect on its books and
         records the date and an increase in the number of Warrants represented
         by the Regulation S Global Warrant in an amount equal to the number of
         Warrants represented by the Certificated Warrants or the Restricted
         Global Warrant, as the case may be, to be transferred, and the Warrant
         Agent shall cancel the Certificated Warrant or decrease the amount of
         Warrants represented by the Restricted Global Warrant so transferred.

                 (c)      Transfers to Any Other Person.  The following
provisions shall apply with respect to the registration of any proposed
transfer of Warrants to any Person not specified in paragraphs (a) and (b)
above (including any Institutional Accredited Investor which is not a QIB).

                 (i)      The Warrant Agent shall register any proposed
         transfer of Warrants to any such Person if (x) the transferor has
         delivered to the Warrant Agent and the Company a certificate
         substantially in the form of Exhibit C-1 hereto and, if required by
         paragraph (d) thereof, an Opinion of Counsel to the effect set forth
         therein and
<PAGE>   36
                                       32


         (y) the proposed transferee has delivered to the Warrant Agent and the
         Company a certificate substantially in the form of Exhibit C-2 hereto
         if such transferee is an Institutional Accredited Investor that is not
         a QIB.

                 (ii)     If the proposed transferor is an Agent Member holding
         a beneficial interest in the Restricted Global Warrant or the
         Regulation S Global Warrant, upon receipt by the Warrant Agent and the
         Company of the documents referred to in clause (i) above and
         instructions given in accordance with the Depositary's and the Warrant
         Agent's procedures, the Company shall execute and the Warrant Agent
         shall countersign Certificated Warrants in an amount equal to the
         number of Warrants represented by the Restricted Global Warrant or the
         Regulation S Global Warrant, if any, as the case may be, to be
         transferred and the Warrant Agent shall decrease the number of
         Warrants represented by the Restricted Global Warrant or the
         Regulation S Global Warrant so transferred.

                 (d)      Private Placement Legend.  Upon the transfer,
exchange or replacement of Warrant Certificates not bearing the Private
Placement Legend, the Warrant Agent shall deliver Warrant Certificates that do
not bear the Private Placement Legend.  Upon the transfer, exchange or
replacement of Warrant Certificates bearing the Private Placement Legend, the
Warrant Agent shall deliver only Warrant Certificates that bear the Private
Placement Legend unless either (i) the circumstances contemplated by the third
sentence of the third paragraph of Section 2.1 exist or (ii) there is delivered
to the Warrant Agent an opinion of counsel reasonably satisfactory to the
Company and its Counsel and the Warrant Agent to the effect that neither such
legend nor the related restrictions on transfer are required in order to
maintain compliance with the provisions of the Securities Act.

                 (e)      Transfers of Interests in the Legended Regulation S
Global Warrant.  The following provisions shall apply with respect to
registration of any proposed transfer of interests in the Legended Regulation S
Global Warrant:

                 (i)      The Registrar shall register the transfer of any
         Warrant (x) if the proposed transferee is a Non-U.S. Person and the
         proposed transferor has delivered to the Registrar a certificate
         substantially in the form of Exhibit B hereto or (y) if the proposed
         transferee is a QIB and the proposed transferor has checked the box
         provided for on the form of Warrant stating, or has otherwise advised
         the Company and the Warrant Agent in writing, that the sale has been
         made in compliance with the provisions of Rule 144A to a transferee
         who has signed the certification provided for on the form of Warrant
         stating, or has otherwise advised the Company and the Warrant Agent in
         writing, that it is purchasing the Warrant 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 QIB within the meaning of Rule
         144A, and is aware that the sale to it is being made in reliance on
         Rule 144A and acknowledges that it has
<PAGE>   37
                                       33


         received such information regarding the Company as it 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
         its foregoing representations in order to claim the exemption from
         registration provided by Rule 144A.

                 (ii)     If the proposed transferee is an Agent Member, upon
         receipt by the Warrant Agent of the documents referred to in clause
         (i)(y) above and instructions given in accordance with the
         Depositary's and the Warrant Agent's procedures, the Warrant Agent
         shall reflect on its books and records the date and an increase in the
         number of Warrants represented by the Restricted Global Warrant, in an
         amount equal to the number of Warrants represented by the Legended
         Regulation S Global Warrant to be transferred, and the Warrant Agent
         shall decrease the number of Warrants represented by the Legended
         Regulation S Global Warrant.

                 (f)      Transfers of Interests in the Unlegended Regulation S
Global Note or Unlegended Offshore Certificated Warrants.  The following
provisions shall apply with respect to any transfer of interests in the
Unlegended Regulation S Global Warrant or unlegended Offshore Certificated
Warrants:  The Warrant Agent shall register the transfer of any such Warrant
without requiring any additional certification.

                 (g)      General.  (i)  By its acceptance of any Warrants
represented by a Warrant Certificate bearing the Private Placement Legend, each
Holder of such Warrants acknowledges the restrictions on transfer of such
Warrants set forth in this Agreement and in the Private Placement Legend and
agrees that it will transfer such Warrants only as provided in this Agreement.
The Warrant Agent shall not register a transfer of any Warrants unless such
transfer complies with the restrictions on transfer of such Warrants set forth
in this Agreement.  In connection with any transfer of Warrants, each Holder
agrees by its acceptance of Warrants to furnish the Warrant Agent or the
Company such certifications, legal opinions or other information as either of
them may reasonably require to confirm that such transfer is being made
pursuant to an exemption from, or a transaction not subject to, the
registration requirements of the Securities Act; provided that the Warrant
Agent shall not be required to determine (but may rely on a determination made
by the Company with respect to) the sufficiency of any such certifications,
legal opinions or other information.

                 (ii)     The Warrant Agent shall retain copies of all letters,
         notices and other written communications received pursuant to Section
         8.2 hereof or this Section 8.3.  The Company shall have the right to
         inspect and make copies of all such letters, notices or other written
         communications at any reasonable time upon the giving of reasonable
         written notice to the Warrant Agent.

                 Section 8.4.  Surrender of Warrant Certificates.  Any Warrant
Certificate surrendered for registration of transfer, exchange or exercise of
the Warrants represented
<PAGE>   38
                                       34


thereby shall, if surrendered to the Company, be delivered to the Warrant
Agent, and all Warrant Certificates surrendered or so delivered to the Warrant
Agent shall be promptly cancelled by the Warrant Agent and shall not be
reissued by the Company and, except as provided in this Article VIII in case of
an exchange, Article III hereof in case of the exercise of less than all the
Warrants represented thereby or Article VI in case of a mutilated Warrant
Certificate, no Warrant Certificate shall be issued hereunder in lieu thereof.
The Warrant Agent shall deliver to the Company from time to time or otherwise
dispose of such cancelled Warrant Certificates as the Company may direct in
writing.


                                   ARTICLE IX

                                WARRANT HOLDERS

                 Section 9.1.  Warrant Holder Deemed Not a Shareholder.  The
Company and the Warrant Agent may deem and treat the registered Holder(s) of
the Warrant Certificates as the absolute owner(s) thereof (notwithstanding any
notation of ownership or other writing thereon made by anyone), for the purpose
of any exercise thereof and for all other purposes, and neither the Company nor
the Warrant Agent shall be affected by any notice to the contrary.
Accordingly, the Company and/or the Warrant Agent shall not, except as ordered
by a court of competent jurisdiction as required by law, be bound to recognize
any equitable or other claim to or interest in the Warrants on the part of any
person other than such registered Holder, whether or not it shall have express
or other notice thereof.  Prior to the exercise of the Warrants, no Holder of a
Warrant Certificate, as such, shall be entitled to any rights of a shareholder
of the Company, including, without limitation, the right to vote or to consent
to any action of the shareholders, to receive dividends or other distributions,
to exercise any preemptive right or to receive any notice of meetings of
shareholders and, except as otherwise provided in this Agreement, shall not be
entitled to receive any notice of any proceedings of the Company.

                 Section 9.2.  Right of Action.  All rights of action with
respect to this Agreement are vested in the Holders of the Warrants, and any
Holder of any Warrant, without the consent of the Warrant Agent or the Holders
of any other Warrant, may, on such Holder's own behalf and for such Holder's
own benefit, enforce, and may institute and maintain any suit, action or
proceeding against the Company suitable to enforce, or otherwise in respect of,
such Holder's right to exercise such Warrants in the manner provided in the
Warrant Certificate representing such Warrants and in this Agreement.

                                   ARTICLE X
<PAGE>   39
                                       35


                                    REMEDIES

                 Section 10.1.  Defaults.  It shall be deemed to be a "Default"
with respect to the Company's (or its successor's) obligations under this
Agreement if:

                 (a)      a Repurchase Event occurs and the Company (or its
         successor) shall fail to make a Repurchase Offer pursuant to Section
         3.4 hereof; or

                 (b)      the Company (or its successor) shall fail to purchase
         the Warrants pursuant to the Repurchase Offer in accordance with the
         provisions of Section 3.4 hereof.

                 Section 10.2.  Payment Obligations.  Upon the happening of a
Default under this Agreement, the Company shall be obligated to increase the
amount otherwise payable pursuant to Section 3.4(d) hereof in respect of the
Repurchase Offer to which such Default relates by an amount equal to interest
thereon at a rate per annum equal to 13% from the date of the Default to the
date of payment, which interest shall compound quarterly (all such payment
obligations in respect of such Repurchase Offer, together with all such
increased amounts, being the "Repurchase Obligation").

                 Section 10.3.  Remedies; No Waiver.  Notwithstanding any other
provision of this Warrant Agreement, if a Default occurs and is continuing, the
Holders of the Warrants may pursue any available remedy to collect the
Repurchase Obligation or to enforce the performance of any provision of this
Warrant Agreement.  A delay or omission by any Holder of a Warrant in
exercising, or a failure to exercise, any right or remedy arising out of a
Default shall not impair the right or remedy or constitute a waiver of or
acquiescence in the Default. All remedies are cumulative to the extent
permitted by law.

                                   ARTICLE XI

                               THE WARRANT AGENT

                 Section 11.1.  Duties and Liabilities.  The Warrant Agent
hereby accepts the agency established by this Agreement and agrees to perform
the same upon the terms and conditions herein set forth, by all of which the
Company and the Holders of Warrants, by their acceptance thereof, shall be
bound.  The Warrant Agent shall not, by countersigning Warrant Certificates or
by any other act hereunder, be deemed to make any representations as to the
validity or authorization of the Warrants or the Warrant Certificates (except
as to its countersignature thereon) or of any Common Shares issued upon
exercise of any Warrant, or as to the accuracy of the computation of the
Exercise Price or the number or kind or amount of Common Shares deliverable
upon exercise of any Warrant or the correctness of
<PAGE>   40
                                       36


the representations of the Company made in the certificates that the Warrant
Agent receives.  The Warrant Agent shall not be accountable for the use or
application by the Company of the proceeds of the exercise of any Warrant.  The
Warrant Agent shall not have any duty to calculate or determine any adjustments
with respect to either the Exercise Price or the kind and amount of Common
Shares receivable by Holders upon the exercise of Warrants required from time
to time and the Warrant Agent shall have no duty or responsibility in
determining the accuracy or correctness of such calculation.  The Warrant Agent
shall not be (a) liable for any recital or statement of fact contained herein
or in the Warrant Certificates or for any action taken, suffered or omitted by
it in good faith in the belief that any Warrant Certificate or any other
documents or any signatures are genuine or properly authorized, (b) responsible
for any failure on the part of the Company to comply with any of its covenants
and obligations contained in this Agreement or in the Warrant Certificates or
(c) liable for any act or omission in connection with this Agreement except for
its own gross negligence, bad faith or willful misconduct.  The Warrant Agent
is hereby authorized to accept instructions with respect to the performance of
its duties hereunder from the Chairman of the Board, Chief Executive Officer,
any Vice President or other executive officer of the Company and to apply to
any such officer for instructions (which instructions will be promptly given in
writing when requested) and the Warrant Agent shall not be liable for any
action taken or suffered to be taken by it in good faith in accordance with the
instructions of any such officer; however, in its discretion, the Warrant Agent
may, in lieu thereof, accept other evidence of such or may require such further
or additional evidence as it may deem reasonable.  The Warrant Agent shall not
be liable for any action taken with respect to any matter in the event it
requests instructions from the Company as to that matter and does not receive
such instructions within a reasonable period of time after the request
therefor.

                 The Warrant Agent may execute and exercise any of the rights
and powers hereby vested in it or perform any duty hereunder either itself or
by or through its attorneys, agents or employees, and the Warrant Agent shall
not be answerable or accountable for any act, default, neglect or misconduct of
any such attorneys, agents or employees; provided reasonable care has been
exercised with respect to the retention of any such attorney, agent or
employee.  The Warrant Agent shall not be under any obligation or duty to
institute, appear in or defend any action, suit or legal proceeding in respect
hereof, unless first indemnified to its reasonable  satisfaction.  The Warrant
Agent shall promptly notify the Company in writing of any claim made or action,
suit or proceeding instituted against it arising out of or in connection with
this Agreement.

                 The Company will perform, execute, acknowledge and deliver or
cause to be delivered all such further acts, instruments and assurances as are
consistent with this Agreement and as may reasonably be required by the Warrant
Agent in order to enable it to carry out or perform its duties under this
Agreement.
<PAGE>   41
                                       37


                 The Warrant Agent shall act solely as agent of the Company
hereunder.  The Warrant Agent shall not be liable except for the failure to
perform such duties as are specifically set forth herein, and no implied
covenants or obligations shall be read into this Agreement against the Warrant
Agent, whose duties and obligations shall be determined solely by the express
provisions hereof.

                 Section 11.2.  Right to Consult Counsel.  The Warrant Agent
may at any time consult with legal counsel (who may be legal counsel for the
Company), and the opinion or advice of such counsel shall be full and complete
authorization and protection to the Warrant Agent and the Warrant Agent shall
incur no liability or responsibility to the Company or to any Holder for any
action taken, suffered or omitted by it in good faith in accordance with the
opinion or advice of such counsel.

                 Section 11.3.  Compensation; Indemnification.  The Company
agrees promptly to pay the Warrant Agent from time to time and in any case
within 30 days of receipt of an invoice, compensation for its services
hereunder as the Company and the Warrant Agent may agree from time to time, and
to reimburse it upon its request for reasonable fees or expenses and reasonable
counsel fees and expenses incurred in connection with the execution and
administration of this Agreement, and further agrees to indemnify the Warrant
Agent and save it harmless against any losses, liabilities or expenses arising
out of or in connection with the acceptance and administration of this
Agreement, including, without limitation, the reasonable costs and expenses of
investigating or defending any claim of such liability, except that the Company
shall have no liability hereunder to the extent that any such loss, liability
or expense results from the Warrant Agent's own gross negligence, bad faith or
willful misconduct.  The obligations of the Company under this Section 11.3
shall survive the exercise and the expiration of the Warrants, the termination
of this Agreement and the resignation or removal of the Warrant Agent in
respect of services or expenses incurred in connection with the Warrants or
this Agreement.

                 Section 11.4.  No Restrictions on Actions.  Nothing in this
Agreement shall be deemed to prevent the Warrant Agent and any shareholder,
director, officer or employee of the Warrant Agent from buying, selling or
dealing in any of the Warrants or other securities of the Company or becoming
pecuniarily interested in transactions in which the Company may be interested,
or contracting with or lending money to the Company or otherwise acting as
fully and freely as though it were not the Warrant Agent under this Agreement.
Nothing herein shall preclude the Warrant Agent from acting in any other
capacity for the Company or for any other legal entity.

                 Section 11.5.  Discharge or Removal; Replacement Warrant
Agent.  The Warrant Agent may resign from its position as such and be
discharged from all further duties and liabilities hereunder (except liability
arising as a result of the Warrant Agent's own gross negligence, bad faith or
willful misconduct), after giving one month's prior written notice to
<PAGE>   42
                                       38


the Company.  The Company may at any time remove the Warrant Agent upon one
month's written notice specifying the date when such discharge shall take
effect, and the Warrant Agent shall thereupon in like manner be discharged from
all further duties and liabilities hereunder, except as aforesaid.  The Warrant
Agent shall mail to each Holder of a Warrant, at the Company's expense, a copy
of said notice of resignation or notice of removal, as the case may be.  Upon
such resignation or removal the Company shall appoint in writing a new warrant
agent.  If the Company shall fail to make such appointment within a period of
30 days after it has been notified in writing of such resignation by the
resigning Warrant Agent or after such removal, then the resigning or removed
Warrant Agent or the Holder of any Warrant may apply to any court of competent
jurisdiction for the appointment of a new warrant agent.  After 30 days from
receipt of, or giving, notice, as the case may be, and pending appointment of a
successor to the original Warrant Agent, either by the Company or by such a
court, the duties of the Warrant Agent shall be carried out by the Company.
Any new warrant agent, whether appointed by the Company or by such a court,
shall be a bank or trust company doing business under the laws of the United
States or any state thereof, in good standing and having a combined capital and
surplus of not less than $25,000,000.  The combined capital and surplus of any
such new warrant agent shall be deemed to be the combined capital and surplus
as set forth in the most recent annual report of its condition published by
such warrant agent prior to its appointment, provided that such reports are
published at least annually pursuant to law or to the requirements of a federal
or state supervising or examining authority.  After acceptance in writing of
such appointment by the new warrant agent, it shall be vested with the same
powers, rights, duties and responsibilities as if it had been originally named
herein as the Warrant Agent, without any further assurance, conveyance, act or
deed; however, the original Warrant Agent shall in all events deliver and
transfer to the successor Warrant Agent all property (including, without
limitation, documents and recorded information), if any, at the time held
hereunder by the original Warrant Agent and if for any reason it shall be
necessary or expedient to execute and deliver any further assurance,
conveyance, act or deed, the same shall be done at the expense of the Company
and shall be legally and validly executed and delivered by the resigning or
removed Warrant Agent.  Not later than the effective date of any such
appointment, the Company shall file notice thereof with the resigning or
removed Warrant Agent and shall forthwith cause a copy of such notice to be
mailed by the successor Warrant Agent to each Holder of a Warrant.  Failure to
give any notice provided for in this Section 11.5, however, or any defect
therein, shall not affect the legality or validity of the resignation of the
Warrant Agent or the appointment of a new warrant agent, as the case may be.
No Warrant Agent hereunder shall be liable for any acts or omissions of any
successor Warrant Agent.

                 Section 11.6.  Successor Warrant Agent.  Any corporation into
which the Warrant Agent or any new warrant agent may be merged or converted, or
any corporation resulting from any consolidation to which the Warrant Agent or
any new warrant agent shall be a party or any corporation succeeding to all or
substantially all the corporate agency
<PAGE>   43
                                       39


business of the Warrant Agent, shall be a successor Warrant Agent under this
Agreement without any further act, provided that such corporation would be
eligible for appointment as successor to the Warrant Agent under the provisions
of Section 11.5 hereof.  Any such successor Warrant Agent shall promptly cause
notice of its succession as Warrant Agent to be mailed to each Holder of a
Warrant.


                                  ARTICLE XII

                                 MISCELLANEOUS

                 Section 12.1.  Monies Deposited with the Warrant Agent.  The
Warrant Agent shall not be required to pay interest on any monies deposited
pursuant to the provisions of this Agreement except such as it shall agree in
writing with the Company to pay thereon.  Any monies, securities or other
property which at any time shall be deposited by the Company or on its behalf
with the Warrant Agent pursuant to this Agreement shall be and are hereby
assigned, transferred and set over to the Warrant Agent in trust for the
purpose for which such monies, securities or other property shall have been
deposited; but such monies, securities or other property need not be segregated
from other funds, securities or other property except to the extent required by
law.  Any monies, securities or other property deposited with the Warrant Agent
for payment or distribution to the Holders that remains unclaimed for one year
after the date the monies, securities or other property was deposited with the
Warrant Agent shall be delivered to the Company upon its request therefor.

                 Section 12.2.  Payment of Taxes.  Subject to Article VI
hereof, all Common Shares issuable upon the exercise of Warrants shall be
validly issued, fully paid and not subject to any calls for funds, and the
Company shall pay any taxes and other governmental charges that may be imposed
under the laws of the United States of America or any political subdivision or
taxing authority thereof or therein in respect of the issue or delivery thereof
upon exercise of Warrants (other than income taxes imposed on the Holders).
The Company shall not be required, however, to pay any tax or other charge
imposed in connection with any transfer involved in the issue of any
certificate for Common Shares (including other securities or property issuable
upon the exercise of the Warrants) or payment of cash to any Person other than
the Holder of a Warrant Certificate surrendered upon the exercise of a Warrant
and in case of such transfer or payment, the Warrant Agent and the Company
shall not be required to issue any share certificate or pay any cash until such
tax or charge has been paid or it has been established to the Warrant Agent's
and the Company's satisfaction that no such tax or charge is due.

                 Section 12.3.  No Merger, Consolidation or Sale of Assets of
the Company.  Except as otherwise provided herein, the Company will not merge
into or consolidate with
<PAGE>   44
                                       40


any other Person, or sell or otherwise transfer its property, assets and
business substantially as an entirety to a successor of the Company, unless the
Person resulting from such merger or consolidation, or such successor of the
Company, shall expressly assume, by supplemental agreement satisfactory in form
to the Warrant Agent and executed and delivered to the Warrant Agent, the due
and punctual performance and observance of each and every covenant and
condition of this Agreement or contained in the Warrants to be performed and
observed by the Company.

                 Section 12.4.  Reports to Holders.  At all times from and
after the earlier of (i) the Separation Date and (ii) September 6, 1997, in
either case, whether or not the Company is then required to file reports with
the Commission, the Company shall file with the Commission all such reports and
other information it would be required to file with the Commission by Section
13(a) or 15(d) under the Exchange Act if it were subject thereto.  The Company
shall supply the Warrant Agent and each Holder or shall supply to the Warrant
Agent for forwarding to each such Holder, without cost to such Holder, copies
of such reports and other information.  The Warrant Agent's receipt of such
reports and other information shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Warrant Agent is entitled to rely exclusively on Officers'
Certificates).  In addition, at all times prior to the earlier of the
Separation Date and September 6, 1997, the Company shall, at its cost, deliver
to each Holder quarterly and annual reports substantially equivalent to those
which would be required by the Exchange Act.  In addition, at all times, upon
the request of any Holder or any prospective purchaser of the Warrants
designated by a Holder, the Company shall supply to such Holder or such
prospective purchaser the information required under Rule 144A under the
Securities Act.

                 Section 12.5.  Notices; Payment.  (a)  Except as otherwise
provided in Section 12.5(b) hereof, any notice, demand or delivery authorized
by this Agreement shall be sufficiently given or made when mailed, if sent by
first class mail, postage prepaid, addressed to any Holder of a Warrant at such
Holder's last known address appearing on the register of the Company maintained
by the Warrant Agent and to the Company or the Warrant Agent as follows:

                 To the Company:

                 McCaw International, Ltd.
                 1191 Second Avenue, Suite 1600
                 Seattle, WA  98101
                 Attention:  Heng-Pin Kiang
<PAGE>   45
                                       41


                 To the Warrant Agent:

                 The Bank of New York
                 101 Barclay Street,
                 21 West
                 New York, NY  10286
                 Attention:  Corporate Trust Administration

or such other address as shall have been furnished to the party giving or
making such notice, demand or delivery.  Any notice that is mailed in the
manner herein provided shall be conclusively presumed to have been duly given
when mailed, whether or not the Holder receives the notice.

                 (b)      Payment of the Exercise Price should be made in
accordance with the provisions of this Agreement at the office of the Warrant
Agent set forth above.

                 (c)      Any notice required to be given by the Company to the
Holders shall be made by mailing by registered mail, return receipt requested,
to the Holders at their last known addresses appearing on the register
maintained by the Warrant Agent.  The Company hereby irrevocably authorizes the
Warrant Agent, in the name and at the expense of the Company, to mail any such
notice upon receipt thereof from the Company.  Any notice that is mailed in the
manner herein provided shall be conclusively presumed to have been duly given
when mailed, whether or not the Holder receives the notice.

                 Section 12.6.  Binding Effect.  This Agreement shall be
binding upon and inure to the benefit of the Company and the Warrant Agent and
their respective successors and assigns, and the Holders from time to time of
the Warrants.  Nothing in this Agreement is intended or shall be construed to
confer upon any Person, other than the Company, the Warrant Agent and the
Holders of the Warrants, any right, remedy or claim under or by reason of this
Agreement or any part hereof.

                 Section 12.7.  Counterparts.  This Agreement may be executed
manually or by facsimile in any number of counterparts, each of which shall be
deemed an original, but all of which together constitute one and the same
instrument.

                 Section 12.8.  Amendments.  The Warrant Agent may, without the
consent or concurrence of the Holders of the Warrants, by supplemental
agreement or otherwise, join with the Company in making any changes or
corrections in this Agreement that (a) are required to cure any ambiguity or to
correct any defective or inconsistent provision or clerical omission or mistake
or manifest error herein contained or (b) add to the covenants and agreements
of the Company in this Agreement further covenants and agreements of the
Company thereafter to be observed, or surrender any rights or power reserved to
or
<PAGE>   46
                                       42

conferred upon the Company in this Agreement; provided that in either case such
changes or corrections do not and will not adversely affect, alter or change
the rights, privileges or immunities of the Holders of Warrants.  Upon the
Warrant Agent's request, the Company shall promptly provide an Officer's
Certificate and Opinion of Counsel which provide all conditions precedent to
adoption of an amendment that have been satisfied.

                 Section 12.9.  Headings.  The descriptive headings of the
several Sections of this Agreement are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.

                 Section 12.10.  Common Shares Legend.  Unless and until the
Common Shares issuable upon the exercise of the Warrants are registered under
the Securities Act, or unless otherwise agreed by the Company and the Holder
thereof, such Common Shares will bear a legend to the following effect:

         THE COMMON SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
         REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
         "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED
         OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE
         ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE
         FOLLOWING SENTENCE.  BY ITS ACQUISITION HEREOF, THE HOLDER (1)
         REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
         DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN
         INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1),
         (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN
         "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON
         AND IS ACQUIRING THE COMMON SHARES REPRESENTED BY THIS CERTIFICATE IN
         AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
         SECURITIES ACT, (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD
         REFERRED TO UNDER RULE 144(k) TAKING INTO ACCOUNT THE PROVISIONS OF
         RULE 144(d), IF APPLICABLE, UNDER THE SECURITIES ACT AS IN EFFECT WITH
         RESPECT TO SUCH TRANSFER, RESELL OR OTHERWISE TRANSFER THE COMMON
         SHARES REPRESENTED BY THIS CERTIFICATE EXCEPT (A) TO MCCAW
         INTERNATIONAL, LTD. (THE "COMPANY") OR ANY SUBSIDIARY THEREOF, (B) TO
         A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
         SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL
         ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER,
<PAGE>   47
                                       43


         FURNISHES TO THE TRANSFER AGENT AND REGISTRAR A SIGNED LETTER
         CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
         RESTRICTIONS ON TRANSFER OF THE COMMON SHARES REPRESENTED BY THIS
         CERTIFICATE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE
         TRANSFER AGENT AND REGISTRAR) AND AN OPINION OF COUNSEL ACCEPTABLE TO
         THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES
         ACT, (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
         COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE
         EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
         ACT (IF AVAILABLE) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION
         STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL DELIVER
         TO EACH PERSON TO WHOM THE COMMON SHARES REPRESENTED BY THIS
         CERTIFICATE ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
         THIS LEGEND.  IN CONNECTION WITH ANY TRANSFER OF THE COMMON SHARES
         REPRESENTED BY THIS CERTIFICATE WITHIN THE TIME PERIOD REFERRED TO
         ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE
         REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS
         CERTIFICATE TO THE TRANSFER AGENT AND REGISTRAR.  IF THE PROPOSED
         TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER MUST,
         PRIOR TO SUCH TRANSFER, FURNISH TO EACH OF THE TRANSFER AGENT AND
         REGISTRAR AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
         INFORMATION AS EITHER OF THEM 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.  AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION,"
         "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY
         REGULATION S UNDER THE SECURITIES ACT.  THE WARRANT AGREEMENT CONTAINS
         A PROVISION REQUIRING THE TRANSFER AGENT AND REGISTRAR TO REFUSE TO
         REGISTER ANY TRANSFER OF THE SHARES OF COMMON STOCK REPRESENTED BY
         THIS CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS.

                 Section 12.11.  Third Party Beneficiaries.  The Holders shall
be third party beneficiaries to the agreements made hereunder between the
Company, on the one hand, and
<PAGE>   48
                                       44


the Warrant Agent, on the other hand, and each Holder shall have the right to
enforce such agreements directly to the extent it deems such enforcement
necessary or advisable to protect its rights or the rights of Holders
hereunder.  By acquiring Warrants, each Holder agrees to be bound by the
obligations of Holders generally as set forth herein and as such obligations
may be applicable to such Holder.

                 Section 12.12.  Termination.  Except as otherwise specified
herein, this Agreement shall terminate at 5:00 p.m. (New York City time) on the
tenth anniversary of the Closing Date.  Notwithstanding the foregoing, this
Agreement shall terminate on any earlier date as of which all Warrants have
been exercised.

                 Section 12.13.  Right of First Opportunity Agreement.  The
Company agrees not to amend the Right of First Opportunity Agreement in any
respect material and adverse to the Holders of the Warrants.  If the Company
proposes to amend the Right of First Opportunity Agreement, it shall notify the
Warrant Agent in writing 30 days prior to the effectiveness of such amendment
of such proposal to amend and such notice shall include a written copy of the
contents of such proposed amendment (the "Right of First Opportunity Notice").

         Within five days of receipt of a Right of First Opportunity Notice,
the Warrant Agent shall give written notice to the Holders of the Right of
First Opportunity Notice.  Such notice by the Warrant Agent shall include a
copy of the Right of First Opportunity Notice.

                 Section 12.14.  Governing Law.  This Agreement shall be
governed by the laws of the State of New York.
<PAGE>   49
                                       45

                 IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed, as of the day and year first above written.

                                        MCCAW INTERNATIONAL, LTD.


                                        By: /s/ KEITH GRINSTEIN
                                            -------------------------------
                                            Name: Keith Grinstein
                                            Title: President

                                        THE BANK OF NEW YORK


                                        By: /s/ MARY JANE MORRISSEY
                                            -------------------------------
                                            Name: Mary Jane Morrissey
                                            Title: Vice President
<PAGE>   50
                                                                       EXHIBIT A

                          FORM OF WARRANT CERTIFICATE

                           MCCAW INTERNATIONAL, LTD.

                                                 [CUSIP] [CINS] [ISIN] No. _____

No. _____

                       WARRANTS TO PURCHASE COMMON SHARES

                 This certifies that ______________, or its registered assigns,
is the owner of ___________ Warrants, each of which represents the right to
purchase, after March 6, 1998, from MCCAW INTERNATIONAL, LTD., a Washington
corporation (the "Company"), 0.10616 common shares, without par value, of the
Company (the "Common Shares") at an exercise price (the "Exercise Price") of
$36.45 per Common Share (subject to adjustment as provided in the Warrant
Agreement hereinafter referred to below), upon surrender hereof at the office
of The Bank of New York, or to its successor, as the warrant agent under the
Warrant Agreement (any such warrant agent being herein called the "Warrant
Agent"), with the Subscription Form on the reverse hereof duly executed, with
signature guaranteed as therein specified and simultaneous payment in full by
wire transfer or by certified or official bank or bank cashier's check payable
to the order of the Company.  Notwithstanding the foregoing, if the Common
Shares (or other securities) issuable upon exercise of the Warrants are
registered under the Exchange Act, the Exercise Price may be paid by
surrendering additional Warrants to the Warrant Agent having an aggregate
Spread equal to the aggregate Exercise Price of the Warrants being exercised.
At any time after one year after the Closing Date and on or before the
Expiration Date, any outstanding Warrants may be exercised on any Business Day;
provided that the Warrant Registration Statement is, at the time of exercise,
effective and available for the exercise of Warrants or the exercise of such
Warrants is exempt from the registration requirements of the Securities Act.

                 This Warrant Certificate is issued under and in accordance
with a Warrant Agreement dated as of March 6, 1997 (the "Warrant Agreement"),
between the Company and The Bank of New York and a Registration Rights
Agreement dated as of March 3, 1997 (the "Warrant Registration Rights
Agreement"), between the Company and The Bank of New York, as Warrant Agent,
and is subject to the Articles of Incorporation and Bylaws of the Company and
to the terms and provisions contained therein, to all of which terms and
provisions the Holder of this Warrant Certificate consents by acceptance
hereof.  The terms of the Warrant Agreement  and the Warrant Registration
Rights Agreement are hereby incorporated herein by reference and made a part
hereof.  Reference is hereby made to the Warrant Agreement and the Warrant
Registration Rights Agreement for a full description of the rights, limitations
of rights, obligations, duties and immunities thereunder of the Company and the
Holders of the Warrants.  The summary of the terms of the Warrant
<PAGE>   51
                                      A-2


Agreement and the Warrant Registration Rights Agreement contained in this
Warrant Certificate is qualified in its entirety by express reference to the
Warrant Agreement and the Warrant Registration Rights Agreement.  All terms
used in this Warrant Certificate that are defined in the Warrant Agreement and
the Warrant Registration Rights Agreement shall have the meanings assigned to
them in such agreements.

                 Copies of the Warrant Agreement and the Warrant Registration
Rights Agreement are on file at the office of the Warrant Agent and may be
obtained by writing to the Warrant Agent at the following address:

                 The Bank of New York
                 101 Barclay Street
                 21 West
                 New York, NY  10286

                 Attention:  Corporate Trust Administration

                 A "Repurchase Event", as defined in the Warrant Agreement,
shall be deemed to occur on any date when the Company consolidates with or
merges into or with (but only where holders of the Common Stock receive
consideration in exchange for all or part of such Common Stock), or sells all
or substantially all of its assets to, another Person which does not have a
class of equity securities registered under the Exchange Act or a wholly owned
subsidiary of such Person, if the consideration for such transaction does not
consist solely of cash or such merger or consolidation is not effected solely
for the purpose of changing the Company's state of incorporation.

            Following a Repurchase Event, the Company must make an offer to
repurchase for cash all outstanding Warrants (a "Repurchase Offer").  If the
Company makes a Repurchase Offer, Holders may, until the expiration date of
such offer, surrender all or part of their Warrants for repurchase by the
Company.

                 Warrants received by the Warrant Agent in proper form during a
Repurchase Offer will, except as otherwise provided in the Warrant Agreement,
be repurchased by the Company at a price in cash (the "Repurchase Price") equal
to the value on the Valuation Date relating thereto of the Common Shares and
other securities or property of the Company which would have been delivered
upon exercise of the Warrants had the Warrants been exercised, less the
Exercise Price (whether or not the Warrants are then exercisable).  The value
of such Common Shares and other securities will be (i) if the Common Shares (or
other securities) are registered under the Exchange Act, determined based upon
the average of the daily market prices (as determined pursuant to Section
3.4(d)(ii)(1) of the Warrant Agreement) of the Common Shares (or other
securities) for the 20 consecutive trading days immediately preceding such
Valuation Date or (ii) if the Common Shares (or other securities)
<PAGE>   52
                                      A-3


are not registered under the Exchange Act or if the value cannot be computed
under clause (i) above, determined by the Independent Financial Expert (as
defined in the Warrant Agreement), in each case as set forth in the Warrant
Agreement.

                 The "Valuation Date" as defined in the Warrant Agreement shall
be deemed to occur on the date five Business Days prior to the date notice of
the Repurchase Offer is first given.

                 If the Company fails to make or complete a Repurchase Offer (a
"Default") as required by the Warrant Agreement, it shall be obligated to
increase the amount otherwise payable pursuant to the Warrant Agreement in
respect of the Repurchase Offer by an amount equal to interest thereon at a
rate per annum of 13% from the date of the Default to the date of payment,
which interest shall compound quarterly.

                 If the Company merges or consolidates with or into, or sells
all or substantially all of its property and assets to, another Person and the
consideration received by holders of Common Shares consists solely of cash, the
Holders of Warrants shall be entitled to receive distributions on the date of
such event on an equal basis with holders of Common Shares (or other securities
issuable upon exercise of the Warrants) as if the Warrants had been exercised
immediately prior to such event (less the Exercise Price).  Upon receipt of
such payment, if any, the rights of a Holder shall terminate and cease and such
Holder's Warrants shall expire.

                 The number of Common Shares purchasable upon the exercise of
each Warrant and the price per share are subject to adjustment as provided in
the Warrant Agreement.  Except as stated in the immediately preceding
paragraph, in the event the Company merges or consolidates with, or sells all
or substantially all of its assets to, another Person, each Warrant will, upon
exercise, entitle the Holder thereof to receive the number of shares of capital
stock or other securities or the amount of money and other property which the
holder of an Common Share (or other securities or property issuable upon
exercise of a Warrant) is entitled to receive upon completion of such merger,
consolidation or sale.

                 As to any final fraction of a share which the same Holder of
one or more Warrant Certificates would otherwise be entitled to purchase upon
exercise thereof in the same transaction, the Company may pay the cash value
thereof determined as provided in the Warrant Agreement.

                 Subject to Article VI of the Warrant Agreement, all Common
Shares issuable by the Company upon the exercise of Warrants shall be validly
issued, fully paid and not subject to any calls for funds, and the Company
shall pay any taxes and other governmental charges that may be imposed under
the laws of the United States of America or any political subdivision or taxing
authority thereof or therein in respect of the issue or delivery thereof
<PAGE>   53
                                      A-4


upon exercise of Warrants (other than income taxes imposed on the Holders).
The Company shall not be required, however, to pay any tax or other charge
imposed in connection with any transfer involved in the issue of any
certificate for Common Shares (including other securities or property issuable
upon the exercise of the Warrants) or payment of cash to any Person other than
the Holder of a Warrant Certificate surrendered upon the exercise of a Warrant
and in case of such transfer or payment, the Warrant Agent and the Company
shall not be required to issue any share certificate or pay any cash until such
tax or charge has been paid or it has been established to the Warrant Agent's
and the Company's satisfaction that no such tax or charge is due.

                 Subject to the restrictions on and conditions to transfer set
forth in Article VIII of the Warrant Agreement, this Warrant Certificate and
all rights hereunder are transferable by the registered Holder hereof, in whole
or in part, on the register of the Company maintained by the Warrant Agent for
such purpose at the Warrant Agent's office in New York, New York, upon
surrender of this Warrant Certificate duly endorsed, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Warrant Agent duly executed, with signatures guaranteed as specified in the
attached Form of Assignment, by the registered Holder hereof or his attorney
duly authorized in writing and by such other documentation required pursuant to
the Warrant Agreement and upon payment of any necessary transfer tax or other
governmental charge imposed upon such transfer.  Upon any partial transfer, the
Company will sign and issue and the Warrant Agent will countersign and deliver
to such Holder a new Warrant Certificate or Certificates with respect to any
portion not so transferred.  Each taker and Holder of this Warrant Certificate,
by taking and holding the same, consents and agrees that prior to the
registration of transfer as provided in the Warrant Agreement, the Company and
the Warrant Agent may treat the person in whose name the Warrants are
registered as the absolute owner hereof for any purpose and as the Person
entitled to exercise the rights represented hereby, any notice to the contrary
notwithstanding.  Accordingly, the Company and/or the Warrant Agent shall not,
except as ordered by a court of competent jurisdiction as required by law, be
bound to recognize any equitable or other claim to or interest in the Warrants
on the part of any person other than such Registered Holder, whether or not it
shall have express or other notice thereof.

                 This Warrant Certificate may be exchanged at the office of the
Warrant Agent maintained for such purpose in New York, New York for Warrant
Certificates representing the same aggregate number of Warrants, each new
Warrant Certificate to represent such number of Warrants as the Holder hereof
shall designate at the time of such exchange.

                 Prior to the exercise of the Warrants represented hereby, the
Holder of this Warrant Certificate, as such, shall not be entitled to any
rights of a shareholder of the Company, including, without limitation, the
right to vote or to consent to any action of the shareholders, to receive any
distributions, to exercise any pre-emptive right or to receive any
<PAGE>   54
                                      A-5


notice of meetings of shareholders, and shall not be entitled to receive any
notice of any proceedings of the Company except as provided in the Warrant
Agreement.

                 This Warrant Certificate shall be void and all rights
evidenced hereby shall cease on March 6, 2007, unless sooner terminated by the
liquidation, dissolution or winding-up of the Company or as otherwise provided
in the Warrant Agreement upon the consolidation or merger of the Company with,
or sale of the Company to, another Person or unless such date is extended as
provided in the Warrant Agreement.
<PAGE>   55
                 This Warrant Certificate shall not be valid for any purpose
until it shall have been countersigned by the Warrant Agent.



                                        MCCAW INTERNATIONAL, LTD.


                                        By:   _________________________
                                              Name:
                                              Title:


Dated:


Countersigned:

THE BANK OF NEW YORK,
   as Warrant Agent


By:  ________________________
     Authorized Signatory
<PAGE>   56
                     FORM OF REVERSE OF WARRANT CERTIFICATE

                               SUBSCRIPTION FORM

                 (To be executed only upon exercise of Warrant)

To:  The Bank of New York,
        as Warrant Agent
     101 Barclay Street
     21 West
     New York, New York 10286
     Attention:  Corporate Trust Administration

                 The undersigned irrevocably exercises ________ of the Warrants
represented by this Warrant Certificate and herewith makes payment of $ _______
(such payment being by wire transfer or by certified or official bank or bank
cashier's check payable to the order or at the direction of McCaw
International, Ltd. or, if the Common Shares (or other securities) issuable
upon exercise of the Warrants are registered under the Exchange Act, the
exercise price may be paid by surrendering additional Warrants to the Warrant
Agent having an aggregate Spread equal to the aggregate exercise price of the
Warrants being exercised) all at the exercise price and on the terms and
conditions specified in this Warrant Certificate and in the Warrant Agreement
and the Warrant Registration Rights Agreement referred to herein and surrenders
this Warrant Certificate and all right, title and interest therein to and
directs that the Common shares, without par value, of McCaw International, Ltd.
(the "Common Shares") deliverable upon the exercise of such Warrants be
registered or placed in the name and at the address specified below and
delivered thereto.

                  [THE FOLLOWING PROVISION TO BE INCLUDED ONLY
                       ON OFFSHORE CERTIFICATED WARRANTS]

                 The undersigned certifies that:

                                   Check One

                 [ ]  (a) (i) it is not a U.S. person (as defined in Rule 902
                      of Regulation S under the Securities Act) and the
                      Warrants are not being exercised on behalf of a U.S.
                      person.

                                       or

                 [ ]  (ii) it is furnishing to the Warrant Agent a written
                      opinion of counsel to the effect that the Warrants and
                      the Common Shares issuable upon exercise of the Warrants
                      have been registered under the Securities Act or are
                      exempt from registration thereunder.
<PAGE>   57
                                      A-8


and (b) if an opinion is not being furnished, the undersigned is located
outside the United States at the time of the exercise hereof.


Dated:                                     _______________________________
                                           (Signature of Owner)

                                           _______________________________
                                           (Street Address)

                                           _______________________________
                                           (City)    (State)    (Zip Code)


                                           Signature Guaranteed By:


                                           _______________________________

Securities and/or check or other property to be issued or delivered to:

Please insert social security or identifying number:

Name:

Street Address:

City, State and Zip Code:
<PAGE>   58
                                      A-9

                    FORM OF CERTIFICATE FOR REPURCHASE OFFER

                      (To be executed only upon repurchase
                    of Warrant by McCaw International, Ltd.)

To:

                 The undersigned, having received prior notice of the
consideration for which MCCAW INTERNATIONAL, LTD. will repurchase the Warrants
represented by the within Warrant Certificate, hereby surrenders this Warrant
Certificate for repurchase by MCCAW INTERNATIONAL, LTD.  of the number of
Warrants specified below for the consideration set forth in such notice.

Dated:                                             _________________________
                                                   (Number of Warrants)


                                                   _________________________
                                                   (Signature of Owner)


                                                   _________________________
                                                   (Street Address)


                                                   _________________________
                                                   (City) (State) (Zip Code)

                                                   Signature Guaranteed By:

                                                   _________________________

Securities and/or check to be issued to:

Please insert social security or identifying number:

Name:

Street Address:

City, State and Zip Code:
<PAGE>   59
                                      A-10

                               FORM OF ASSIGNMENT

                 In consideration of monies or other valuable consideration
received from the Assignee(s) named below, the undersigned registered Holder of
this Warrant Certificate hereby sells, assigns, and transfers unto the
Assignee(s) named below (including the undersigned with respect to any Warrants
constituting a part of the Warrants evidenced by this Warrant Certificate not
being assigned hereby) all of the right of the undersigned under this Warrant
Certificate, with respect to the number of Warrants set forth below:

Name(s) of Assignee(s):  ___________________________________

Address:  __________________________________________________

No. of Warrants:  ___________________________________________

Please insert social security or other identifying number of assignee(s):

and does hereby irrevocably constitute and appoint ________________________ the
undersigned's attorney to make such transfer on the books of __________________
maintained for the purposes, with full power of substitution in the premises.

[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES EXCEPT  UNLEGENDED
REGULATION S GLOBAL WARRANTS AND UNLEGENDED OFFSHORE CERTIFICATED WARRANTS]

                 In connection with any transfer of Warrants, the undersigned
confirms that without utilizing any general solicitation or general advertising
that:

[Check One]

[ ]   (a)   these Warrants are being transferred in compliance with the
            exemption from registration under the U.S. Securities Act of 1933,
            as amended, provided by Rule 144A thereunder.
                                       or

[ ]   (b)   these Warrants are being transferred other than in accordance with
            (a) above and documents are being furnished which comply with the
            conditions of transfer set forth in this Warrant Certificate and
            the Warrant Agreement.

                                       or
<PAGE>   60
                                      A-11


[ ]   (c)   these Warrants are being transferred pursuant to an effective
            registration statement under the U.S. Securities Act of 1933, as
            amended.

If none of the foregoing boxes is checked, the Warrant Agent shall not be
obligated to register the Warrants in the name of any Person other than the
Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Article VIII of the Warrant Agreement
shall have been satisfied.

Dated:                                             _________________________
                                                   (Signature of Owner)


                                                   _________________________
                                                   (Street Address)


                                                   _________________________
                                                   (City) (State)  (Zip Code)


                                                   Signature Guaranteed By:

                                                   _________________________

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

                 The undersigned represents and warrants that it is purchasing
the Warrant(s) 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 U.S.
Securities Act of 1933, as amended, 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 McCaw International, Ltd. 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.


Dated:________________


                                 _____________________________________________
                                 [NOTE: To be executed by an executive officer]
<PAGE>   61
                                                                       EXHIBIT B



                      Form of Certificate to be Delivered
                               in Connection with
                       Transfers Pursuant to Regulation S


                                                                          [Date]


McCaw International, Ltd.
1191 Second Avenue, Suite 1600
Seattle, Washington 98101

The Bank of New York
101 Barclay Street
21 West
New York, New York 10286
Attention:  Corporate Trust Administration

Re:   McCaw International, Ltd.
      (the "Company") Warrants to Purchase
      Common Shares (the "Warrants")

Ladies and Gentlemen:

            In connection with our proposed sale of _______________ Warrants,
we hereby certify that such sale has been effected pursuant to and in
accordance with Regulation S under the U.S. Securities Act of 1933, as amended
(the "Securities Act"), and, accordingly, we represent that:

            (1)   the offer of the Warrants was not made to a person in the
            United States and not to a U.S. Person (as defined in Regulation S
            under the Securities Act);

            (2)   at the time the buy order was originated, the transferee was
            outside the United States or we and any person acting on our behalf
            reasonably believed that the transferee was outside the United
            States;

            (3)   no directed selling efforts (as such term is defined in Rule
            902(b) of Regulations S under the Securities Act) have been made by
            us, any of our affiliates or any persons acting on our behalf in
            the United States in contravention of the requirements of Rule
            903(b) or Rule 904(b) of Regulation S under the Securities Act, as
            applicable; and
<PAGE>   62
                                      B-2


            (4)   the transaction is not part of a plan or scheme to evade the
            registration requirements of the Securities Act.

            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 or official inquiry
with respect to the matters covered hereby.  Terms used in this certificate
have the meanings set forth in Regulation S.


                                           Very truly yours,

                                           [Name of Transferor]

                                           By:  _________________________
                                                Authorized Signature
<PAGE>   63
                                                                     EXHIBIT C-1


                           Form of Certificate to be
                   Delivered by Transferor in Connection with
                Transfers to Institutional Accredited Investors

                                                                 [Date]

McCaw International, Ltd.
1191 Second Avenue, Suite 1600
Seattle, Washington 98101
Attention:  President

The Bank of New York
101 Barclay Street
21 West
New York, New York 10286
Attention:  Corporate Trust Administration


Re:    Warrants (the "Warrants") to Purchase
       Common Shares of McCaw International, Ltd. (the "Company")

Ladies and Gentlemen:

               We hereby certify that such transfer is being effected in
compliance with the transfer restrictions applicable to the Warrants or
interests therein transferred pursuant to and in accordance with the Securities
Act, and accordingly we hereby further certifies that (check one):

       (a)     [ ]      such transfer is being effected pursuant to and in
accordance with Rule 144 under the Securities Act; or

       (b)     [ ]      such transfer is being effected to the Company or a
subsidiary thereof;

                                       or

       (c)     [ ]      such transfer is being effected pursuant to an
effective registration statement under the Securities Act;

                                       or
<PAGE>   64
                                      C1-2

       (d)     [ ]      such transfer is being effected pursuant to an
exemption from the registration requirements of the Securities Act other than
Rule 144A, Rule 144 or Rule 904, and we hereby further certify that such
transfer complies with the transfer restrictions applicable to the Warrants or
interests therein transferred to Institutional Accredited Investors and in
accordance with the requirements of the exemption claimed, which certification
is supported by an Opinion of Counsel provided by us or the transferee (a copy
of which we have attached to this certification), to the effect that such
transfer is in compliance with the Securities Act. Upon consummation of the
proposed transfer in accordance with the terms of the Warrant Agreement, the
transferred Warrants or interests therein will be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the IAI
Certificated Warrant and in the Warrant Agreement and the Securities Act.

                                        Very truly yours,

                                        [Name of Transferor]


                                        By: ______________________________
                                            Authorized Signatory
<PAGE>   65
                                                                     EXHIBIT C-2

                           Form of Certificate to be
                  Delivered By Transferees in Connection with
                Transfers to Institutional Accredited Investors


                                                                          [Date]

McCaw International, Ltd.
1191 Second Avenue, Suite 1600
Seattle, Washington 98101
Attention:  President

The Bank of New York
101 Barclay Street
21 West
New York, New York 10286
Attention:  Corporate Trust Administration

Re:    Warrants (the "Warrants") to Purchase
       Common Shares of
       McCaw International, Ltd. (the "Company")

Dear Sirs:

               In connection with our proposed purchase of ___________
aggregate number of Warrants, we confirm that:

               1.       We understand that any subsequent transfer of the
       Warrants, any interest therein or the Common Shares issuable upon
       exercise of any Warrant (the "Warrant Shares") is subject to certain
       restrictions and conditions set forth in the Warrant Agreement dated as
       of March 6, 1997 relating to the Warrants (the "Warrant Agreement") and
       the Warrant Registration Rights Agreement dated March 3, 1997 relating
       to the Warrants (the "Warrant Registration Rights Agreement") and the
       undersigned agrees to be bound by, and not to resell, pledge or
       otherwise transfer the Warrants or Warrant Shares except in compliance
       with, such restrictions and conditions and the U.S. Securities Act of
       1933, as amended (the "Securities Act").

               2.       We understand that the Warrants represented by this
       Warrant Certificate and, as of the date this Warrant Certificate was
       originally issued, the Warrant Shares have not been registered under the
       Securities Act, and accordingly may not be offered, sold, pledged or
       otherwise transferred within the United States or to, or for the account
       or benefit of, U.S. Persons except as set forth in the following
       sentence.  We agree
<PAGE>   66
                                      C2-2


       that we will not, within the time period referred to under Rule 144(k)
       of the Securities Act (taking into account the provisions of Rule 144(d)
       under the Securities Act, if applicable) under the Securities Act as in
       effect on the date of the transfer of this Warrant, resell or otherwise
       transfer the Warrants represented by this Warrant Certificate except (a)
       to McCaw International, Ltd. or any subsidiary thereof, (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, (d) pursuant to
       the exemption from registration provided by Rule 144 under the
       Securities Act (if available), (e) to an institutional accredited
       investor that, prior to such transfer, furnishes to you, to the Company
       and, in the case of the Warrant Shares, to the transfer agent and
       registrar therefor, a signed letter containing certain representations
       and agreements relating to the restrictions on transfer of the Warrants
       represented by this Warrant Certificate (the form of which letter can be
       obtained from the Warrant Agent) and an opinion of counsel acceptable to
       McCaw International, Ltd. and its counsel that such transfer is in
       compliance with the Securities Act or (f) pursuant to an effective
       registration statement under the Securities Act and, in each case, in
       accordance with applicable state securities laws.

               3.       We understand that, on any proposed resale of any
       Warrants, any interest therein or Warrant Shares, we will be required to
       furnish to you and the Company such certifications, legal opinions and
       other information as you and the Company may reasonably require to
       confirm that the proposed sale complies with the foregoing restrictions.
       We further understand that the Warrants purchased by us will bear a
       legend to the foregoing effect.

               4.       We are an institutional "accredited investor" (as
       defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the
       Securities Act) and have such knowledge and experience in financial and
       business matters as to be capable of evaluating the merits and risks of
       our investment in the Warrants, and we and any accounts for which we are
       acting are each able to bear the economic risk of our or its investment
       for an indefinite period of time.

               5.       We are acquiring the Warrants purchased by us for our
       own account or for one or more accounts (each of which is an
       institutional "accredited investor") as to each of which we exercise
       sole investment discretion.

               You, the Company and, if applicable, the transfer agent and
registrar for the Warrant Shares are entitled to rely upon this letter and are
irrevocably authorized to produce
<PAGE>   67
                                      C2-3

this letter or a copy hereof to any interested party in any administrative or
legal proceedings or official inquiry with respect to the matters covered
hereby.

                              Very truly yours,

                              [Name of Transferee]


                              By: ______________________________
                                  Authorized Signature
<PAGE>   68
                                                                       EXHIBIT D

                              Form of Certificate

                                                           _______________, ____

The Bank of New York
101 Barclay Street
New York, NY  10286
Attention:  Corporate Trust Administration

McCaw International, Ltd.
1191 Second Avenue, Suite 1600
Seattle, Washington 98101
Attention:  President


       Re:  Warrants to Purchase Common Shares of
            McCaw International, Ltd. (the "Company")

Dear Sirs:

       This letter relates to _______________ Warrants represented by a Warrant
Certificate (the "Legended Warrants") which bears a legend outlining
restrictions upon transfer of such Legended Warrants.  Pursuant to Section 2.1
of the Warrant Agreement dated as of March 6, 1997 (the "Warrant Agreement")
relating to the Warrants, we hereby certify that we are (or we will hold such
securities on behalf of) a person outside the United States to whom the
Warrants could be transferred in accordance with Rule 904 of Regulation S
promulgated under the U.S.  Securities Act of 1933.  Accordingly, you are
hereby requested to exchange the legended certificate for an unlegended
certificate representing an identical number of Warrants, all in the manner
provided for in the Warrant Agreement.

       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 or official inquiry
with respect to the matters covered hereby.  Terms used in this certificate
have the meanings set forth in Regulation S.

                                        Very truly yours,

                                        [Name of Holder]


                                        By:  ______________________________
                                             Authorized Signature
<PAGE>   69
                                   APPENDIX A

LIST OF FINANCIAL EXPERTS

Alex. Brown & Sons
Bear, Stearns & Co., Inc.
Dillon, Read & Co. Inc.
Donaldson, Lufkin & Jenrette Securities Corporation
Goldman, Sachs & Co.
Lazard Freres & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Morgan Stanley & Co. Incorporated
PaineWebber Incorporated
Prudential Securities Inc.
Salomon Brothers Inc
Lehman Brothers