<PAGE>


                                                                      Exhibit4.2


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


                              @ENTERTAINMENT, INC.

                                       TO

                              BANKERS TRUST COMPANY

                                     Trustee



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



                                    INDENTURE


                          Dated as of January 27, 1999


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



               $256,800,000 aggregate principal amount at maturity


                     14 1/2% Senior Discount Notes due 2009

                                       and

                14 1/2% Exchange Senior Discount Notes due 2009


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



<PAGE>



                              @ENTERTAINMENT, INC.

               RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT
               OF 1939 AND INDENTURE, DATED AS OF JANUARY 27, 1999


<TABLE>
<CAPTION>

TRUST INDENTURE
  ACT SECTION                                                                           INDENTURE SECTION
<S>                                                                                     <C>


   310(a)(1)          ..............................................................    607
       (a)(2)         ..............................................................    607
       (b)            ..............................................................    608
   312(c)             ..............................................................    701
   314(a)             ..............................................................    703
       (a)(4)         ..............................................................    1008(a)
       (c)(1)         ..............................................................    102
       (c)(2)         ..............................................................    102
       (e)            ..............................................................    102
   315(b)             ..............................................................    601
   316(a)(last
       sentence)      ..............................................................    101 ("Outstanding")
       (a)(1)(A)      ..............................................................    502, 512
       (a)(1)(B)      ..............................................................    513
       (b)            ..............................................................    508
       (c)            ..............................................................    104(d)
   317(a)(1)          ..............................................................    503
       (a)(2)         ..............................................................    504
       (b)            ..............................................................    1003
   318(a)             ..............................................................    111
</TABLE>



--------------------------
Note: This reconciliation and tie shall not, for any purpose, be deemed to be
      part of the Indenture.


<PAGE>



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                              PAGE

<S>                                                                                                             <C>
PARTIES........................................................................................................  1
RECITALS OF THE COMPANY........................................................................................  1


                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONSOF GENERAL APPLICATION
         SECTION 101.  DEFINITIONS...............................................................................1
         Accreted Value..........................................................................................2
         Acquired Indebtedness...................................................................................3
         Act.....................................................................................................3
         Advent..................................................................................................3
         Affiliate...............................................................................................3
         Annualized Pro Forma Consolidated Operating Cash Flow...................................................3
         Asset Acquisition.......................................................................................4
         Asset Sale..............................................................................................4
         Average Life............................................................................................5
         Bankruptcy Law..........................................................................................5
         Board of Directors......................................................................................5
         Board Resolution........................................................................................5
         Business Day............................................................................................5
         Cable Television Newco..................................................................................5
         Cable/Telecommunications Business.......................................................................5
         Capital Stock...........................................................................................6
         Capitalized Lease Obligation............................................................................6
         Cash Equivalents........................................................................................6
         Change of Control.......................................................................................6
         Commission..............................................................................................7
         Common Stock............................................................................................7
         Company.................................................................................................7
         Company Request or Company Order........................................................................8
         Consolidated Income Tax Expense.........................................................................8
         Consolidated Interest Expense...........................................................................8
         Consolidated Net Income.................................................................................8
         Consolidated Operating Cash Flow........................................................................9
         Corporate Trust Office..................................................................................9

----------------
Note:  This table of contents shall not, for any purpose, be deemed to be a
       part of the Indenture.

<PAGE>


         Corporation.............................................................................................9
         Cumulative Available Cash Flow..........................................................................9
         Currency Agreement.....................................................................................10
         Default................................................................................................10
         Defaulted Interest.....................................................................................10
         Depositary.............................................................................................10
         Disinterested Director.................................................................................10
         DTH Business...........................................................................................10
         ECO....................................................................................................10
         Entertainment/Programming Business.....................................................................10
         Event of Default.......................................................................................10
         Exchange Act...........................................................................................10
         Exchange Offer.........................................................................................10
         Exchange Offer Registration Statement..................................................................11
         Exchange Securities....................................................................................11
         Fair Market Value......................................................................................11
         Federal Bankruptcy Code................................................................................11
         Generally Accepted Accounting Principles...............................................................11
         GAAP...................................................................................................11
         Global Security........................................................................................11
         guarantee..............................................................................................11
         Holder.................................................................................................11
         Incur or incur.........................................................................................11
         Indebtedness...........................................................................................12
         Indenture..............................................................................................13
         Initial Securities.....................................................................................13
         Interest Payment Date..................................................................................13
         Interest Rate Agreements...............................................................................13
         Investment.............................................................................................13
         Issue Date.............................................................................................13
         Lien...................................................................................................13
         Majority Owned Restricted Subsidiary...................................................................13
         Management Agreement...................................................................................14
         Management Company.....................................................................................14
         Maturity...............................................................................................14
         Moody's................................................................................................14
         Net Cash Proceeds......................................................................................14
         Officers Certificate...................................................................................15
         Opinion of Counsel.....................................................................................15
         Organizational Contract................................................................................15
         Outstanding............................................................................................15
         Overhead Agreement.....................................................................................16
         Pari Passu Indebtedness................................................................................16


<PAGE>


         Paying Agent...........................................................................................16
         PCBV...................................................................................................16
         PCI....................................................................................................17
         PCI Indenture..........................................................................................17
         Permitted Holders......................................................................................17
         Permitted Indebtedness.................................................................................17
         Permitted Investments..................................................................................20
         Permitted Liens........................................................................................20
         Person.................................................................................................23
         Physical Note..........................................................................................23
         Poltelkab..............................................................................................23
         Predecessor Security...................................................................................23
         Preferred Stock........................................................................................23
         Public Equity Offering.................................................................................23
         Purchase Money Obligation..............................................................................23
         Qualified Capital Stock................................................................................23
         Qualified Institutional Buyer or QIB...................................................................23
         Redeemable Capital Stock...............................................................................24
         Redemption Date........................................................................................24
         Redemption Price.......................................................................................24
         Registration Rights Agreement..........................................................................24
         Registration Statement.................................................................................24
         Regular Record Date....................................................................................24
         Responsible Officer....................................................................................24
         Restricted Payment.....................................................................................24
         Restricted Subsidiary..................................................................................24
         Rule 144A..............................................................................................24
         S&P....................................................................................................25
         Securities.............................................................................................25
         Security Register and Security Registrar...............................................................25
         Senior Bank Indebtedness...............................................................................25
         Service Agreement......................................................................................25
         Shareholder Registration Rights Agreement..............................................................25
         Shelf Registration Statement...........................................................................25
         Significant Subsidiary.................................................................................25
         Special Purpose Vehicle................................................................................25
         Special Record Date....................................................................................26
         Stated Maturity........................................................................................26
         Subordinated Indebtedness..............................................................................26
         Subsidiary.............................................................................................26
         Total Consolidated Indebtedness........................................................................26
         Trust Indenture Act....................................................................................26
         Trustee................................................................................................26


<PAGE>


         Unrestricted Subsidiary................................................................................26
         U.S. Dollar............................................................................................27
         U.S. Dollar Equivalent.................................................................................27
         U.S. Government Obligations............................................................................27
         Vice President.........................................................................................27
         Voting Stock...........................................................................................27
         Wholly Owned...........................................................................................27
         SECTION 102.  COMPLIANCE CERTIFICATES AND OPINIONS.....................................................28
         SECTION 103.  FORM OF DOCUMENTS DELIVERED TO TRUSTEE...................................................28
         SECTION 104.  ACTS OF HOLDERS..........................................................................29
         SECTION 105.  NOTICES, ETC., TO TRUSTEE, COMPANY.......................................................30
         SECTION 106.  NOTICE TO HOLDERS; WAIVER................................................................31
         SECTION 107.  EFFECT OF HEADINGS AND TABLE OF CONTENTS.................................................31
         SECTION 108.  SUCCESSORS AND ASSIGNS...................................................................31
         SECTION 109.  SEPARABILITY CLAUSE......................................................................31
         SECTION 110.  BENEFITS OF INDENTURE....................................................................32
         SECTION 111.  GOVERNING LAW............................................................................32
         SECTION 112.  LEGAL HOLIDAYS...........................................................................32


                                   ARTICLE TWO

                                 SECURITY FORMS
         SECTION 201.  FORMS GENERALLY..........................................................................32
         SECTION 202.  RESTRICTIVE LEGENDS......................................................................33

                                  ARTICLE THREE

                                 THE SECURITIES
         SECTION 301.  TITLE AND TERMS..........................................................................35
         SECTION 302.  DENOMINATIONS............................................................................36
         SECTION 303.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING...........................................36
         SECTION 304.  TEMPORARY SECURITIES.....................................................................38
         SECTION 305.  REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE......................................38
         SECTION 306.  BOOK-ENTRY PROVISIONS FOR GLOBAL SECURITIES..............................................39
         SECTION 307.  SPECIAL TRANSFER PROVISIONS..............................................................41
         SECTION 308.  MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.........................................44
         SECTION 309.  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED...........................................45
         SECTION 310.  PERSONS DEEMED OWNERS....................................................................47
         SECTION 311.  CANCELLATION.............................................................................47
         SECTION 312.  COMPUTATION OF INTEREST..................................................................47
         SECTION 313.  FORM OF RULE 144A CERTIFICATE............................................................48


<PAGE>


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE
         SECTION 401.  SATISFACTION AND DISCHARGE OF INDENTURE..................................................48
         SECTION 402.  APPLICATION OF TRUST MONEY...............................................................49


                                  ARTICLE FIVE

                                    REMEDIES
         SECTION 501.  EVENTS OF DEFAULT........................................................................49
         SECTION 502.  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.......................................51
         SECTION 503.  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE..........................52
         SECTION 504.  TRUSTEE MAY FILE PROOFS OF CLAIM.........................................................53
         SECTION 505.  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES..............................54
         SECTION 506.  APPLICATION OF MONEY COLLECTED...........................................................54
         SECTION 507.  LIMITATION ON SUITS......................................................................55
         SECTION 508.  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST................56
         SECTION 509.  RESTORATION OF RIGHTS AND REMEDIES.......................................................56
         SECTION 510.  RIGHTS AND REMEDIES CUMULATIVE...........................................................56
         SECTION 511.  DELAY OR OMISSION NOT WAIVER.............................................................56
         SECTION 512.  CONTROL BY HOLDERS.......................................................................57
         SECTION 513.  WAIVER OF PAST DEFAULTS..................................................................57
         SECTION 514.  WAIVER OF STAY OR EXTENSION LAWS.........................................................57


                                   ARTICLE SIX

                                   THE TRUSTEE
         SECTION 601.  NOTICE OF DEFAULTS.......................................................................58
         SECTION 602.  CERTAIN RIGHTS OF TRUSTEE................................................................58
         SECTION 603.  TRUSTEE NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES...........................60
         SECTION 604.  MAY HOLD SECURITIES......................................................................60
         SECTION 605.  MONEY HELD IN TRUST......................................................................60
         SECTION 606.  COMPENSATION AND REIMBURSEMENT...........................................................60
         SECTION 607.  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY..................................................61
         SECTION 608.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR........................................61
         SECTION 609.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR...................................................63
         SECTION 610.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS..............................63


<PAGE>


                                  ARTICLE SEVEN

                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY
         SECTION 701.  DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS.............................................64
         SECTION 702.  REPORTS BY TRUSTEE.......................................................................64


                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
         SECTION 801.  COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.....................................64
         SECTION 802.  SUCCESSOR SUBSTITUTED....................................................................66
         SECTION 803.  SECURITIES TO BE SECURED IN CERTAIN EVENTS...............................................66


                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES
         SECTION 901.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.......................................67
         SECTION 902.  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS..........................................67
         SECTION 903.  EXECUTION OF SUPPLEMENTAL INDENTURES.....................................................68
         SECTION 904.  EFFECT OF SUPPLEMENTAL INDENTURES........................................................69
         SECTION 905.  CONFORMITY WITH TRUST INDENTURE ACT......................................................69
         SECTION 906.  REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.......................................69
         SECTION 907.  NOTICE OF SUPPLEMENTAL INDENTURES........................................................69


                                   ARTICLE TEN

                                    COVENANTS
         SECTION 1001.  PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST.....................................70
         SECTION 1002.  MAINTENANCE OF OFFICE OR AGENCY.........................................................70
         SECTION 1003.  MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST.........................................70
         SECTION 1004.  CORPORATE EXISTENCE.....................................................................72
         SECTION 1005.  PAYMENT OF TAXES AND OTHER CLAIMS.......................................................72
         SECTION 1006.  MAINTENANCE OF PROPERTIES...............................................................72
         SECTION 1007.  INSURANCE...............................................................................73
         SECTION 1008.  STATEMENT BY OFFICERS AS TO DEFAULT.....................................................73
         SECTION 1009.  PROVISION OF FINANCIAL STATEMENTS AND REPORTS...........................................73
         SECTION 1010.  LIMITATION ON ADDITIONAL INDEBTEDNESS...................................................74
         SECTION 1011.  LIMITATION ON RESTRICTED PAYMENTS.......................................................74
         SECTION 1012.  LIMITATION ON ISSUANCES AND SALES OF CAPITAL STOCK OF RESTRICTED
                 SUBSIDIARIES...................................................................................77


<PAGE>


         SECTION 1013.  LIMITATION ON TRANSACTIONS WITH AFFILIATES..............................................78
         SECTION 1014.  LIMITATION ON LIENS.....................................................................79
         SECTION 1015.  LIMITATION ON ISSUANCES OF GUARANTEES OF INDEBTEDNESS BY SUBSIDIARIES...................80
         SECTION 1016.  PURCHASE OF SECURITIES UPON A CHANGE OF CONTROL.........................................80
         SECTION 1017.  LIMITATION ON SALE OF ASSETS............................................................81
         SECTION 1018.  LIMITATION ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING
              RESTRICTED SUBSIDIARIES...........................................................................83
         SECTION 1019.  LIMITATION ON INVESTMENTS IN UNRESTRICTED SUBSIDIARIES..................................84
         SECTION 1020.  LIMITATION ON LINES OF BUSINESS.........................................................84
         SECTION 1021.  WAIVER OF CERTAIN COVENANTS.............................................................84


                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES
         SECTION 1101.  RIGHT OF REDEMPTION.....................................................................85
         SECTION 1102.  APPLICABILITY OF ARTICLE................................................................85
         SECTION 1103.  ELECTION TO REDEEM; NOTICE TO TRUSTEE...................................................86
         SECTION 1104.  SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.......................................86
         SECTION 1105.  NOTICE OF REDEMPTION....................................................................86
         SECTION 1106.  DEPOSIT OF REDEMPTION PRICE.............................................................87
         SECTION 1107.  SECURITIES PAYABLE ON REDEMPTION DATE...................................................87
         SECTION 1108.  SECURITIES REDEEMED IN PART.............................................................88


                            ARTICLE TWELVE [RESERVED]

               ARTICLE THIRTEEN DEFEASANCE AND COVENANT DEFEASANCE
         SECTION 1301.  COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE............................88
         SECTION 1302.  DEFEASANCE AND DISCHARGE................................................................89
         SECTION 1303.  COVENANT DEFEASANCE.....................................................................89
         SECTION 1304.  CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.........................................90
         SECTION 1305.  DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN
              TRUST; OTHER MISCELLANEOUS PROVISIONS.............................................................92
         SECTION 1306.  REINSTATEMENT...........................................................................92
</TABLE>



<PAGE>


                                      viii


<PAGE>


                                       ix


<PAGE>


                                       x


<PAGE>


                                       xi


<PAGE>


                                      xii


<PAGE>


                                      xiii


<PAGE>

                                      xiv
<TABLE>
<CAPTION>

                                                                                                               Page

<S>                                                                                                             <C>
TESTIMONIUM.................................................................................................... 93

SIGNATURES AND SEALS........................................................................................... 93

SCHEDULE A - Existing Management Contracts, Overhead Agreements and Service Agreements

SCHEDULE B - Indebtedness Outstanding on the Issue Date

SCHEDULE C - Liens Existing on the Issue Date

SCHEDULE D - Agreements Not Restricted Under Section 1018

EXHIBIT A - Form of Security

EXHIBIT B - Form of Certificate to Be Delivered upon Termination of Restricted Period
</TABLE>




<PAGE>


                  INDENTURE dated as of January 27, 1999, between
@ENTERTAINMENT, INC., a corporation duly organized and existing under the laws
of the State of Delaware (herein called the "Company" or the "Issuer"), having
its principal office at One Commercial Plaza, 24th Floor, Hartford, Connecticut,
and BANKERS TRUST COMPANY, a New York state banking corporation, Trustee (herein
called the "Trustee").


                             RECITALS OF THE COMPANY

                  The Company has duly authorized the creation of an issue of
14 1/2% Senior Discount Notes due 2009 (herein called the "Initial Securities"),
and 14 1/2% Exchange Senior Discount Notes due 2009 (the "Exchange Securities"
and, together with the Initial Securities, the "Securities"), of
substantially the tenor and amount hereinafter set forth, and to provide
therefor the Company has duly authorized the execution and delivery of this
Indenture.

                  Upon the issuance of the Exchange Securities, if any, or the
effectiveness of the Shelf Registration Statement (as defined herein), this
Indenture will be subject to the provisions of the Trust Indenture Act of 1939,
as amended, that are required to be part of this Indenture and shall, to the
extent applicable, be governed by such provisions.

                  All things necessary have been done to make the Securities,
when executed by the Company and authenticated and delivered hereunder and duly
issued by the Company, the valid obligations of the Company and to make this
Indenture a valid agreement of the Company, in accordance with their and its
terms.

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                  For and in consideration of the premises and the purchase of
the Securities by the Holders thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders of the Securities, as
follows:


                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

                  SECTION 101.  DEFINITIONS.

                  For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:



<PAGE>

                                       2


                  (a) the terms defined in this Article have the meanings
         assigned to them in this Article, and include the plural as well as the
         singular;

                  (b) all other terms used herein which are defined in the Trust
         Indenture Act, either directly or by reference therein, have the
         meanings assigned to them therein, and the terms "cash transaction" and
         "self-liquidating paper", as used in TIA Section 311, shall have the
         meanings assigned to them in the rules of the Commission adopted under
         the Trust Indenture Act;

                  (c) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with generally accepted
         accounting principles, and, except as otherwise herein expressly
         provided, the term "generally accepted accounting principles" with
         respect to any computation required or permitted hereunder shall mean
         such accounting principles as are generally accepted on the Issue Date;
         and

                  (d) the words "herein", "hereof" and "hereunder" and other
         words of similar import refer to this Indenture as a whole and not to
         any particular Article, Section or other subdivision.

                  "Accreted Value" as of any date (the "Specified Date") means,
with respect to each $1,000 principal amount at maturity of the Securities.

                  (i) if the Specified Date is one of the following dates (each
         a "Semi-Accrual Date"), the amount set forth opposite such date below:

<TABLE>
<CAPTION>

                     Semi-Annual
                     Accrual Date              Accreted Value
<S>               <C>                          <C>

                  ISSUE DATE (JANUARY 27,
                  1999)...................     $  389.43
                  AUGUST 1, 1999..........        428.75
                  FEBRUARY 1, 2000........        471.05
                  AUGUST 1, 2000..........        517.53
                  FEBRUARY 1, 2001........        568.59
                  AUGUST 1, 2001..........        624.69
                  FEBRUARY 1, 2002........        686.33
                  AUGUST 1, 2002..........        754.05
                  FEBRUARY 1, 2003........        828.45
                  AUGUST 1, 2003..........        910.19
                  FEBRUARY 1, 2004........     $1,000.00
</TABLE>

                  (ii) if the Specified Date occurs between two Semi-Annual
         Accrual Dates, the sum of (a) the Accreted Value for the Semi-Annual
         Accrual Date immediately preceding the Specified Date and (b) an amount
         equal to the product of (x) the Accreted Value for


<PAGE>


                                       3

         the immediately following Semi-Annual Accrual Date less the Accreted
         Value for the immediately preceding Semi-Annual Accrual Date and (y) a
         fraction the numerator of which is the number of days actually elapsed
         from the immediately preceding Semi-Annual Accrual Date to the
         Specified Date and the denominator of which is 180; and

                  (iii) if the Specified Date is on or after February 1, 2004,
         $1,000.

                  "Acquired Indebtedness" means Indebtedness of a Person (a)
existing at the time such Person becomes a Restricted Subsidiary or (b) assumed
in connection with the acquisition of assets from such Person, in each case,
other than Indebtedness incurred in connection with, or in contemplation of,
such Person becoming a Restricted Subsidiary or such acquisition; PROVIDED that,
for purposes of Section 1010, such Indebtedness shall be deemed to be incurred
on the date of the related acquisition of assets from any Person or the date the
acquired Person becomes a Restricted Subsidiary.

                  "Act", when used with respect to any Holder, has the meaning
specified in Section 104.

                  "Advent" means Advent International Corporation, a Delaware
corporation.

                  "Affiliate" means, with respect to any specified Person, (a)
any other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person or (b) any other
Person that owns, directly or indirectly, 5% or more of such specified Person's
Voting Stock or any executive officer or director of any such specified Person
or other Person or, with respect to any natural Person, any Person having a
relationship with such Person by blood, marriage or adoption not more remote
than first cousin. For the purposes of this definition, "control," when used
with respect to any specified Person, means the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

                  "Agent Members" has the meaning specified in Section 306.

                  "Annualized Pro Forma Consolidated Operating Cash Flow" means
Consolidated Operating Cash Flow for the latest fiscal quarter for which
consolidated financial statements of the Company are available multiplied by
four. For purposes of calculating "Consolidated Operating Cash Flow" for any
fiscal quarter for purposes of this definition, (a) all Restricted Subsidiaries
of the Company on the date of the transaction giving rise to the need to
calculate "Annualized Pro Forma Consolidated Operating Cash Flow" (the
"Transaction Date") shall be deemed to have been Restricted Subsidiaries at all
times during such fiscal


<PAGE>


                                       4

quarter and (b) any Unrestricted Subsidiary of the Company on the Transaction
Date shall be deemed to have been an Unrestricted Subsidiary at all times during
such fiscal quarter. In addition to and without limitation of the foregoing, for
purposes of this definition, "Consolidated Operating Cash Flow" shall be
calculated after giving effect on a PRO FORMA basis for the applicable fiscal
quarter to, without duplication, any Asset Sales or Asset Acquisitions
(including, without limitation, any Asset Acquisition giving rise to the need to
make such calculation as a result of the Company or a Restricted Subsidiary
(including any Person who becomes a Restricted Subsidiary as a result of the
Asset Acquisition) incurring, assuming or otherwise being liable for Acquired
Indebtedness) occurring during the period commencing on the first day of such
fiscal quarter to and including the Transaction Date (the "Reference Period"),
as if such Asset Sale or Asset Acquisition occurred on the first day of the
Reference Period.

                  "Asset Acquisition" means (a) any capital contribution (by
means of transfers of cash or other property to others or payments for property
or services for the account or use of others, or otherwise) by the Company or
any Restricted Subsidiary in any other Person, or any acquisition or purchase of
Capital Stock of any other Person by the Company or any Restricted Subsidiary,
in either case pursuant to which such Person shall become a Restricted
Subsidiary or shall be merged with or into the Company or any Restricted
Subsidiary or (b) any acquisition by the Company or any Restricted Subsidiary of
the assets of any Person which constitute substantially all of an operating unit
or line of business of such person or which is otherwise outside of the ordinary
course of business.

                  "Asset Sale" means any direct or indirect sale, conveyance,
transfer or lease (that has the effect of a disposition and is not for security
purposes) or other disposition (that is not for security purposes) to any Person
other than the Company or a Restricted Subsidiary in one transaction or a series
of related transactions, of (a) any Capital Stock of any Restricted Subsidiary,
(b) any material governmental license or other governmental authorization of the
Company or any Restricted Subsidiary pertaining to a Cable/Telecommunications
Business, a DTH Business or an Entertainment/Programming Business, (c) any
assets of the Company or any Restricted Subsidiary which constitute
substantially all of an operating unit or line of business of the Company and
its Restricted Subsidiaries or (d) any other property or asset of the Company or
any Restricted Subsidiary outside of the ordinary course of business. For the
purposes of this definition, the term "Asset Sale" shall not include (a) any
disposition of properties and assets of the Company that is governed under
Article VIII, (b) sales of property or equipment that have become worn out,
obsolete or damaged or otherwise unsuitable for use in connection with the
business of the Company or the Restricted Subsidiary, as the case may be, (c)
for purposes of Section 1017, any sale, conveyance, transfer, lease or other
disposition of any property or asset, whether in one transaction or a series of
related transactions, either (i) involving assets with a Fair Market Value not
in excess of $500,000 (or, if non-U.S. Dollar denominated, the U.S. Dollar
Equivalent thereof) or (ii) as part of a Capitalized Lease Obligation, and (d)
any transfer by the Company or a Restricted Subsidiary of property or equipment
to a Person who is not an Affiliate of the Company in exchange for property or


<PAGE>


                                       5

equipment that has a fair market value at least equal to the fair market value
of the property or equipment so transferred; PROVIDED that, in the event of a
transfer described in this clause (d), the Company shall deliver to the Trustee
an Officer's Certificate certifying that such exchange complies with this clause
(d).

                  "Average Life" means, as of the date of determination with
respect to any Indebtedness, the quotient obtained by dividing (a) the sum of
the products of (i) the number of years from the date of determination to the
date or dates of each successive scheduled principal payment (including, without
limitation, any sinking fund requirements) of such Indebtedness multiplied by
(ii) the amount of each such principal payment by (b) the sum of all such
principal payments.

                  "Bankruptcy Law" means Title 11 of the United States Code, as
amended, or any similar United States federal or state law, or any similar law
of any other jurisdiction, relating to bankruptcy, insolvency, receivership,
winding-up, liquidation, reorganization or relief of debtors or any amendment
to, succession to or change in any such law.

                  "Board of Directors" means either the board of directors of
the Company or any duly authorized committee of that board.

                  "Board Resolution" means a copy of a resolution certified by
the Secretary or an Assistant Secretary of the Company to have been duly adopted
by the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

                  "Business Day" means each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions in The City of New
York or the city in which the Corporate Trust Office is located are authorized
or obligated by law or executive order to close.

                  "Cable Television Newco" means any Person (i) of whom the
Company or a Restricted Subsidiary owns the greater of 49% of the outstanding
Capital Stock or the maximum amount of the outstanding Capital Stock the Company
or such Restricted Subsidiary may own under applicable law and (ii) that holds
Capital Stock in a Management Company.

                  "Cable/Telecommunications Business" means any business
operating a cable or telephone or telecommunications or broadcasting system
(other than an Entertainment/Programming Business or a DTH Business), including,
without limitation, any business (other than an Entertainment/Programming
Business or a DTH Business) conducted by the Company or any Restricted
Subsidiary on the Issue Date and any programming guide or telephone directory
business.


<PAGE>


                                       6


                  "Capital Stock" of any Person means any and all shares,
interests, rights to purchase, warrants, options, participations, rights in or
other equivalents (however designated) of such Person's capital stock or other
equity participations, including partnership interests, whether general or
limited, in such Person, including any Preferred Stock, and any rights (other
than debt securities convertible into capital stock), warrants or options
exchangeable for or convertible into such capital stock, whether now outstanding
or issued after the date of this Indenture.

                  "Capitalized Lease Obligation" of any Person means any
obligation of such Person and its subsidiaries on a consolidated basis under a
lease of (or other agreement conveying the right to use) any property (whether
real, personal or mixed) that is required to be classified and accounted for as
a capital lease obligation under GAAP, and, for the purpose of this Indenture,
the amount of such obligation at any date shall be the capitalized amount
thereof at such date, determined in accordance with GAAP.

                  "Cash Equivalents" means (a) any evidence of Indebtedness with
a maturity of 180 days or less issued or directly and fully guaranteed or
insured by the United States of America or any agency or instrumentality thereof
(provided that the full faith and credit of the United States of America is
pledged in support thereof); (b) certificates of deposit or acceptances with a
maturity of 180 days or less of any financial institution that is a member of
the Federal Reserve System, in each case having combined capital and surplus and
undivided profits of not less than $500,000,000; (c) commercial paper with a
maturity of 180 days or less issued by a corporation that is not an Affiliate of
the Company and is organized under the laws of any state of the United States or
the District of Columbia and rated at least A-1 by S&P or at least P-l by
Moody's; and (d) any Capital Stock of any mutual funds at least 95% of the
assets of which are invested in the foregoing.

                  "Change of Control" means the occurrence of any of the
following events: (a) any "person" or "group" (as such terms are used in
Sections 13(d) and 14(d) of the Exchange Act), other than Permitted Holders, is
or becomes the "beneficial owner" (as defined in Rules 13d-3 and l3d-5 under the
Exchange Act, except that a Person shall be deemed to have "beneficial
ownership" of all securities that such Person has the right to acquire, whether
such right is exercisable immediately or only after the passage of time),
directly or indirectly, of more than 50% of the total outstanding Voting Stock
of the Company; (b) the Company consolidates with, or merges with or into
another Person or conveys, transfers, leases or otherwise disposes of all or
substantially all of its assets to any Person, or any Person consolidates with
or merges with or into the Company, in any such event pursuant to a transaction
in which the outstanding Voting Stock of the Company is converted into or
exchanged for cash, securities or other property, other than any such
transaction where (i) the outstanding Voting Stock of the Company is not
converted or exchanged at all (except to the extent necessary to reflect a
change in the jurisdiction of


<PAGE>


                                       7

incorporation of the Company) or is converted into or exchanged for (A) Voting
Stock (other than Redeemable Capital Stock) of the surviving or transferee
corporation or (B) Voting Stock (other than Redeemable Capital Stock) of the
surviving or transferee corporation and cash, securities and other property
(other than Capital Stock of the Surviving Entity) in an amount that could be
paid by the Company as a Restricted Payment as described under Section 1011 and
(ii) immediately after such transaction, no "person" or "group" (as such terms
are used in Sections 13(d) and 14(d) of the Exchange Act), other than Permitted
Holders, is the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under
the Exchange Act, except that a Person shall be deemed to have "beneficial
ownership" of all securities that such Person has the right to acquire, whether
such right is exercisable immediately or only after the passage of time),
directly or indirectly, of more than 50% of the total outstanding Voting Stock
of the surviving or transferee corporation; (c) during any consecutive two year
period, individuals who at the beginning of such period constituted the Board of
Directors of the Company (together with any new directors whose election to such
Board of Directors, or whose nomination for election by the stockholders of the
Company, was approved by a vote of 66b% of the directors then still in office
who were either directors at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any reason to
constitute a majority of the Board of Directors of the Company then in office;
or (d) the Company is liquidated or dissolved or a special resolution is passed
by the shareholders of the Company approving the plan of liquidation or
dissolution other than in a transaction which complies with Article VIII.

                  "Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Securities Exchange Act of
1934, or, if at any time after the execution of this Indenture such Commission
is not existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body performing such duties at such time.

                  "Common Stock" means, with respect to any Person, any and all
shares, interests or other participations in, and other equivalents (however
designated and whether voting or nonvoting) of such Person's common stock or
ordinary shares, whether outstanding at the Issue Date, and includes, without
limitation, all series and classes of such common stock or ordinary shares.

                  "Company" means the Person named as the "Company" in the first
paragraph of this Indenture, until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.

                  "Company Request" or "Company Order" means a written request
or order signed in the name of the Company by its Chairman, its President, any
Vice President, its Treasurer or an Assistant Treasurer, and delivered to the
Trustee.


<PAGE>


                                       8

                  "Consolidated Income Tax Expense" means, with respect to any
period, the provision for United States corporation, local, foreign and other
income taxes of the Company and the Restricted Subsidiaries for such period as
determined on a consolidated basis in accordance with GAAP.

                  "Consolidated Interest Expense" means, for any period, without
duplication, the sum of (a) the interest expense of the Company and its
Restricted Subsidiaries for such period, including, without limitation, (i)
amortization of original issue discount, (ii) the net cost of Interest Rate
Agreements (including amortization of discounts), (iii) the interest portion of
any deferred payment obligation, (iv) accrued interest, (v) the consolidated
amount of any interest capitalized by the Company and the Restricted
Subsidiaries, PROVIDED that such amount will be limited for purposes of this
definition to the amount that would have been obtained if such interest had been
capitalized at the interest rate for the Securities and (vi) all commissions,
discounts and other fees and charges owed with respect to letters of credit and
bankers' acceptance financing, PLUS (b) the interest component of Capitalized
Lease Obligations of the Company and its Restricted Subsidiaries paid, accrued
or scheduled to be paid or accrued during such period, in each case as
determined on a consolidated basis in accordance with GAAP.

                  "Consolidated Net Income" means, for any period, the
consolidated net income (or loss) of the Company and all Restricted Subsidiaries
for such period as determined in accordance with GAAP, adjusted by excluding,
without duplication, (a) any net after-tax extraordinary gains or losses (in
each case less all fees and expenses relating thereto), (b) any net after-tax
gains or losses (in each case less all fees and expenses relating thereto)
attributable to asset dispositions other than in the ordinary course of
business, (c) the portion of net income (or loss) of any Person (other than the
Company or a Restricted Subsidiary), including Unrestricted Subsidiaries, in
which the Company or any Restricted Subsidiary has an ownership interest, except
to the extent of the amount of dividends or other distributions actually paid to
the Company or any Restricted Subsidiary in cash dividends or distributions
during such period, (d) net income (or loss) of any Person combined with the
Company or any Restricted Subsidiary on a "pooling of interests" basis
attributable to any period prior to the date of combination, (e) except with
respect to any encumbrance or restriction described in clause (ii) of Section
1018, the net income of any Restricted Subsidiary to the extent that the
declaration or payment of dividends or similar distributions by such Restricted
Subsidiary is not at the date of determination permitted, directly or
indirectly, by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to such Restricted Subsidiary or its stockholders and (f) any
non-cash items of the Company and any Restricted Subsidiary (including monetary
corrections) increasing or decreasing Consolidated Net Income for such period
(other than items that will result in the receipt or payment of cash).


<PAGE>


                                       9

                  "Consolidated Operating Cash Flow" means, with respect to any
period, the Consolidated Net Income of the Company and its Restricted
Subsidiaries for such period increased by (in each case to the extent included
in computing Consolidated Net Income) the sum of (a) the Consolidated Income Tax
Expense of the Company and its Restricted Subsidiaries accrued according to GAAP
for such period (other than taxes attributable to extraordinary, unusual or
non-recurring gains or losses); (b) Consolidated Interest Expense for such
period; (c) depreciation of the Company and its Restricted Subsidiaries for such
period and (d) amortization of the Company and its Restricted Subsidiaries for
such period, including, without limitation, amortization of capitalized debt
issuance costs for such period, all determined on a consolidated basis in
accordance with GAAP PROVIDED that, if any Restricted Subsidiary is not a Wholly
Owned Restricted Subsidiary, Consolidated Operating Cash Flow shall be reduced
(to the extent not otherwise reduced in accordance with GAAP) by an amount equal
to (i) the amount of Consolidated Net Income attributable to such Restricted
Subsidiary multiplied by (ii) the quotient of (1) the number of shares of
outstanding Common Stock of such Restricted Subsidiary not owned on the last day
of such period by the Company or any of its Restricted Subsidiaries divided by
(2) the total number of shares of outstanding Common Stock of such Restricted
Subsidiary on the last day of such period.

                  "Corporate Trust Office" means the principal corporate trust
office of the Trustee, at which at any particular time its corporate trust
business shall be administered, which office at the date of execution of this
Indenture is located at Four Albany Street, New York, New York 10006, except
that with respect to presentation of Securities for payment or for registration
of transfer or exchange, such term shall mean the office or agency of the
Trustee at which, at any particular time, its corporate agency business shall be
conducted.

                  "Corporation" includes corporations, associations, companies
and business trusts.

                  "Cumulative Available Cash Flow" means, as at any date of
determination, the positive cumulative Consolidated Operating Cash Flow realized
during the period commencing on the Issue Date and ending on the last day of the
most recent fiscal quarter immediately preceding the date of determination for
which consolidated financial information of the Company is available or, if such
cumulative Consolidated Operating Cash Flow for such period is negative, the
negative amount by which cumulative Consolidated Operating Cash Flow is less
than zero.

                  "Currency Agreement" means any foreign exchange contract,
currency swap agreement or other similar agreement or arrangement entered into
by a Person that is designed to protect such Person against fluctuations in
currency values.


<PAGE>


                                       10

                  "Default" means any event that after notice or passage of time
or both would be an Event of Default.

                  "Defaulted Interest" has the meaning specified in Section 309.

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

                  "Disinterested Director" means, with respect to any
transaction or series of transactions in respect of which the Board of Directors
is required to deliver a resolution of the Board of Directors under this
Indenture, a member of the Board of Directors who does not have any material
direct or indirect financial interest in or with respect to such transaction or
series of transactions.

                  "DTH Business" means the business of (i) developing, managing,
operating or providing services relating to direct to home satellite systems for
the distribution of subscription programming services directly to homes and
cable systems in areas covered by the "footprint" of the satellites utilized by
the Company and its Restricted Subsidiaries, and activities to accomplish the
foregoing (other than the Cable/Telecommunications Business or the
Entertainment/Programming Business) or (ii) evaluating, participating or
pursuing any other activity or opportunity that is primarily related to those
identified above.

                  "ECO" means ECO Holdings III Limited Partnership, a Delaware
limited partnership.

                  "Entertainment/Programming Business" means a business engaged
primarily in the management, ownership, operation, acquisition, development,
production, distribution or syndication of general entertainment, sports,
movies, children's or other programming or publishing.

                  "Event of Default" has the meaning specified in Section 501.

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

                  "Exchange Offer" means the exchange offer that may be effected
pursuant to the Registration Rights Agreement.

                  "Exchange Offer Registration Statement" means the Exchange
Offer Registration Statement as defined in the Registration Rights Agreement.


<PAGE>


                                       11

                  "Exchange Securities" has the meaning stated in the first
recital of this Indenture and refers to any Exchange Securities containing terms
substantially identical to the Initial Securities (except that such Exchange
Securities shall not contain terms with respect to transfer restrictions) that
are issued and exchanged for the Initial Securities pursuant to the Registration
Rights Agreement and this Indenture.

                  "Fair Market Value" means, with respect to any asset or
property, the sale value that would be obtained in an arm's length transaction
between an informed and willing seller under no compulsion to sell and an
informed and willing buyer, as determined by the Board of Directors of the
Company and evidenced by a resolution thereof.

                  "Federal Bankruptcy Code" means the Bankruptcy Act of Title 11
of the United States Code, as amended from time to time.

                  "Generally Accepted Accounting Principles" or "GAAP" means
generally accepted accounting principles in effect in the United States on the
Issue Date.

                  "Global Security" has the meaning provided in Section 201.

                  "guarantee" means, as applied to any obligation, (a) a
guarantee (other than by endorsement of negotiable instruments for collection in
the ordinary course of business), direct or indirect, in any manner, of any part
or all of such obligation and (b) an agreement, direct or indirect, contingent
or otherwise, the practical effect of which is to assure in any way the payment
or performance (or payment of damages in the event of non-performance) of all or
any part of such obligation, including, without limiting the foregoing, the
payment of amounts drawn down by letters of credit.

                  "Holder" means a Person in whose name a Security is registered
in the Security Register.

                  "Incur" or "incur" means, with respect to any Indebtedness, to
create, issue, assume, guarantee or in any manner become directly or indirectly
liable for the payment of, or otherwise incur such Indebtedness; provided that
neither the accrual of interest nor the accretion of original issue discount
shall be considered an incurrence of Indebtedness and provided further that the
incurrence of any particular Indebtedness by the Company or any Restricted
Subsidiary shall occur only once and any obligation of any Restricted Subsidiary
arising under any guarantee supporting such Indebtedness shall be disregarded.

                  "Indebtedness" means, with respect to any Person, without
duplication, (a) all liabilities of such Person for borrowed money (including
overdrafts) or for the deferred purchase price of property or services,
excluding any trade payables and other accrued current


<PAGE>


                                       12

liabilities (including outstanding disbursements) incurred in the ordinary
course of business (whether or not evidenced by a note), but including, without
limitation, all obligations, contingent or otherwise, of such Person in
connection with any letters of credit and acceptances issued under letter of
credit facilities, acceptance facilities or other similar facilities, (b) all
obligations of such Person evidenced by bonds, notes, debentures or other
similar instruments, (c) all indebtedness of such Person created or arising
under any conditional sale or other title retention agreement with respect to
property acquired by such Person (even if the rights and remedies of the seller
or lender under such agreement in the event of default are limited to
repossession or sale of such property), but excluding trade accounts payable
arising in the ordinary course of business, (d) all Capitalized Lease
Obligations of such Person, (e) all Indebtedness referred to in (but not
excluded from) the preceding clauses of other Persons and all dividends of other
Persons, the payment of which is secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by)
any Lien upon or with respect to property (including, without limitation,
accounts and contract rights) owned by such Person, even though such Person has
not assumed or become liable for the payment of such Indebtedness (the amount of
such obligation being deemed to be the lesser of the value of such property or
asset or the amount of the obligation so secured), (f) all guarantees by such
Person of Indebtedness referred to in this definition of any other Person, (g)
all Redeemable Capital Stock of such Person valued at the greater of its
voluntary or involuntary maximum fixed repurchase price plus accrued and unpaid
dividends and (h) any liability of such Person under or in respect of Interest
Rate Agreements or Currency Agreements. For purposes hereof, the "maximum fixed
repurchase price" of any Redeemable Capital Stock which does not have a fixed
repurchase price shall be calculated in accordance with the terms of such
Redeemable Capital Stock as if such Redeemable Capital Stock were purchased on
any date on which Indebtedness shall be required to be determined pursuant to
this Indenture, and if such price is based upon, or measured by, the fair market
value of such Redeemable Capital Stock, such fair market value shall be
determined in good faith by the board of directors of the issuer of such
Redeemable Capital Stock. For purposes of Sections 1010 and 1011 and the
definition of "Events of Default", in determining the principal amount of any
Indebtedness to be incurred by the Company or a Restricted Subsidiary or which
is outstanding at any date, (x) the principal amount of any Indebtedness which
provides that an amount less than the principal amount at maturity thereof shall
be due upon any declaration of acceleration thereof shall be the accreted value
thereof at the date of determination and (y) effect shall be given to the impact
of any Currency Agreement with respect to such Indebtedness.

                  "Indenture" means this instrument as originally executed and
as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof.

                  "Initial Securities" has the meaning provided in the recitals
to this Indenture.


<PAGE>


                                       13

                  "Interest Payment Date" means the Stated Maturity of an
installment of interest on the Securities.

                  "Interest Rate Agreements" means any interest rate protection
agreements and other types of interest rate hedging agreements or arrangements
(including, without limitation, interest rate swaps, caps, floors, collars and
similar agreements) designed to protect against or manage exposure to
fluctuations in interest rates in respect of Indebtedness.

                  "Investment" means, with respect to any Person, any direct or
indirect advance, loan or other extension of credit or capital contribution to
such Person (by means of any transfer of cash or other property to others or any
payment for property or services for the account or use of others), or any
purchase, acquisition or ownership by such Person of any Capital Stock
(including ownership of Capital Stock through share leasing arrangements),
bonds, notes, debentures or other securities or evidences of Indebtedness issued
or owned by any other Person and all other items that would be classified as
investments on a balance sheet prepared in accordance with GAAP. In addition,
the Fair Market Value of the net assets of any Restricted Subsidiary at the time
that such Restricted Subsidiary is designated an Unrestricted Subsidiary shall
be deemed to be an "Investment" made by the Company in such Unrestricted
Subsidiary at such time. "Investments" shall exclude extensions of trade credit
on commercially reasonable terms in accordance with normal trade practices.

                  "Issue Date" means January 27, 1999.

                  "Lien" means any mortgage, charge, pledge, lien (statutory or
otherwise), privilege, security interest, hypothecation, assignment for
security, claim, or preference or priority or other encumbrance upon or with
respect to any property of any kind, real or personal, movable or immovable, now
owned or hereafter acquired. A Person shall be deemed to own subject to a Lien
any property which such Person has acquired or holds subject to the interest of
a vendor or lessor under any conditional sale agreement, capital lease or other
title retention agreement.

                  "Majority Owned Restricted Subsidiary" means a Restricted
Subsidiary (a) at least 66.66% of the outstanding Capital Stock of which is
beneficially owned directly or indirectly by the Company or PCBV and one or more
Wholly Owned Restricted Subsidiaries and (b) no outstanding Capital Stock of
which is owned, directly or indirectly (except through the Company), by any
shareholder or Affiliate of a shareholder of the Company.

                  "Management Agreement" means (a) any agreement between the
Company or a Restricted Subsidiary and a Management Company pursuant to which
the Management Company shall lease or otherwise employ assets of the Company or
a Restricted Subsidiary to


<PAGE>


                                       14

operate a Cable/Telecommunications Business, a DTH Business or an
Entertainment/Programming Business and (b) any agreement or instrument (i)
governing Indebtedness of a Management Company to the Company or a Restricted
Subsidiary or (ii) governing corporate procedures or control of a Management
Company.

                  "Management Company" means any Person, a portion of whose
Capital Stock is held by the Company or a Restricted Subsidiary, that (i) holds
or has applied for a license or permit to operate a Cable/Telecommunications
Business, a DTH Business or an Entertainment/Programming Business in the
Republic of Poland or elsewhere in Continental Europe and (ii) manages the
operations of a Restricted Subsidiary pursuant to a Management Agreement.

                  "Maturity" means, with respect to any Security, the date on
which any principal of such Security becomes due and payable as therein or
herein provided, whether at the Stated Maturity with respect to such principal
or by declaration of acceleration, call for redemption or purchase or otherwise.

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

                  "Net Cash Proceeds" means, (a) with respect to any Asset Sale,
the proceeds thereof in the form of cash or Cash Equivalents including payments
in respect of deferred payment obligations or escrowed funds, but only when
received in the form of, or stock or other assets when disposed for, cash or
Cash Equivalents (except to the extent that such obligations are financed or
sold with recourse to the Company or any Restricted Subsidiary), net of (i)
brokerage commissions and other fees and expenses (including fees and expenses
of legal counsel, accountants, consultants and investment banks) related to such
Asset Sale, (ii) provisions for all taxes payable as a result of such Asset
Sale, (iii) payments made to retire Indebtedness where payment of such
Indebtedness is secured by the assets or properties the subject of such Asset
Sale, (iv) amounts required to be paid to any Person (other than the Company or
any Restricted Subsidiary) owning a beneficial interest in the assets subject to
the Asset Sale and (v) appropriate amounts to be provided by the Company or any
Restricted Subsidiary, as the case may be, as a reserve required in accordance
with GAAP against any liabilities associated with such Asset Sale and retained
by the Company or any Restricted Subsidiary, as the case may be, after such
Asset Sale, including, without limitation, pension and other post-employment
benefit liabilities, liabilities related to environmental matters and
liabilities under any indemnification obligations associated with such Asset
Sale, all as reflected in an Officers' Certificate delivered to the Trustee and
(b) with respect to any capital contribution or issuance or sale of Capital
Stock as referred to under Section 1011 and the definition of "Permitted
Indebtedness", the proceeds of such capital contribution, issuance or sale in
the form of cash or Cash Equivalents, including payments in respect of deferred
payment obligations when received in the form of, or stock or other assets when
disposed for,
<PAGE>
                                       15


cash or Cash Equivalents (except to the extent that such obligations are
financed or sold with recourse to the Company or any Restricted Subsidiary of
the Company), net of attorney's fees, accountant's fees and brokerage,
consultation, underwriting and other fees and expenses actually incurred in
connection with such capital contribution, issuance or sale and net of taxes
paid or payable as a result thereof.

                  "Officers Certificate" means a certificate signed by the
Chairman, the President or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary of the Company, and delivered
to the Trustee.

                  "Old Indenture" means the Indenture dated as of July 14, 1998
between the Issuer and Bankers Trust Company, as trustee, as in effect on the
Issue Date.

                  "Old Notes" means the Issuer's 14 1/2% Senior Discount Notes
due 2008 issued under the Old Indenture.

                  "Opinion of Counsel" means a written opinion of counsel, who
may be counsel for the Company, including an employee of the Company, and who
shall be acceptable to the Trustee.

                  "Organizational Contract" means any agreement to which the
Company or any Restricted Subsidiary is a party pursuant to which, among other
things, fees are paid to the Company or a Restricted Subsidiary in exchange for
organizational, consulting or similar services, including, without limitation,
the agreements listed on Schedule A to this Indenture under the subheading
"Organizational Contracts."

                  "Outstanding", when used with respect to Securities, means, as
of the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except:

                  (i) Securities theretofore cancelled by the Trustee or
         delivered to the Trustee for cancellation;

                  (ii) Securities, or portions thereof, for whose payment or
         redemption money in the necessary amount has been theretofore deposited
         with the Trustee or any Paying Agent (other than the Company) in trust
         or set aside and segregated in trust by the Company (if the Company
         shall act as its own Paying Agent) for the Holders of such Securities;
         PROVIDED that, if such Securities are to be redeemed, notice of such
         redemption has been duly given pursuant to this Indenture or provision
         therefor satisfactory to the Trustee has been made;

<PAGE>
                                       16


                  (iii) Securities, except to the extent provided in Sections
         1302 and 1303, with respect to which the Company has effected
         defeasance and/or covenant defeasance as provided in Article Thirteen;
         and

                  (iv) Securities which have been paid pursuant to Section 306
         or in exchange for or in lieu of which other Securities have been
         authenticated and delivered pursuant to this Indenture, other than any
         such Securities in respect of which there shall have been presented to
         the Trustee proof satisfactory to it that such Securities are held by a
         bona fide purchaser in whose hands the Securities are valid obligations
         of the Company;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount at maturity of Outstanding Securities have given any request,
demand, authorization, direction, consent, notice or waiver hereunder, and for
the purpose of making the calculations required by TIA Section 313, Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in making such calculation or in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which the
Trustee knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgees right so to act with
respect to such Securities and that the pledgee is not the Company or any other
obligor upon the Securities or any Affiliate of the Company or such other
obligor.

                  "Overhead Agreement" means any agreement to which the Company
or any Restricted Subsidiary is a party pursuant to which, among other things,
costs are allocated among the parties thereto, including, without limitation,
the agreements listed on Schedule A to this Indenture under the subheading
"Overhead Agreements".

                  "Pari Passu Indebtedness" means Indebtedness of the Company
that is PARI PASSU in right of payment to the Securities.

                  "Paying Agent" means any Person (including the Company acting
as Paying Agent) authorized by the Company to pay the principal of (and premium,
if any) or interest on any Securities on behalf of the Company. The initial
paying agent shall be the Trustee.

                  "PCBV" means Poland Cablevision (Netherlands) B.V., a
Netherlands corporation.

<PAGE>
                                       17

                  "PCI" means Poland Communications, Inc., a New York
corporation and a Wholly Owned Subsidiary of the Company.

                  "PCI Indenture" means the Indenture dated as of October 31,
1996 between PCI and State Street Bank and Trust Company, as trustee, as in
effect on the Issue Date.

                  "Permitted Holders" means, as of the date of determination,
(a) David T. Chase, Arnold L. Chase and Cheryl A. Chase (b) the family members,
estates and heirs of David T. Chase, Arnold L. Chase and Cheryl A. Chase and any
trust, partnership, corporation, limited liability company or other investment
vehicle principally for the benefit of any such persons or their respective
family members or heirs (including, without limitation, Polish Investments
Holding LP for so long as beneficial ownership thereof is held by Persons
meeting the requirements of clause (a) and (b) of this definition), (c) ECO and
any successor thereto that is owned by the Persons who beneficially own,
directly and indirectly, ECO on the Issue Date; (d) Advent International Corp.
and (e) any Person that is controlled by the Persons, individually or as a
group, described in clauses (a) through (d) above.

                  "Permitted Indebtedness" means any of the following:

                  (a) Indebtedness under the Securities (or any guarantee
         thereof) and this Indenture;

                  (b) Indebtedness of the Company or any Restricted Subsidiary
         outstanding on the Issue Date and listed on Schedule B to this
         Indenture;

                  (c) Indebtedness of the Company or any Restricted Subsidiary
         (including PCI and any subsidiary of PCI that is a Restricted
         Subsidiary) to the extent such Indebtedness constitutes "Permitted
         Indebtedness" as defined in the PCI Indenture or the Old Indenture;

                  (d) (i) Indebtedness of any Restricted Subsidiary owed to and
         held by the Company or a Restricted Subsidiary and (ii) Indebtedness of
         the Company owed to and held by any Restricted Subsidiary that is
         Subordinated Indebtedness; PROVIDED that an incurrence of Indebtedness
         shall be deemed to have occurred upon (x) any sale or other disposition
         (excluding assignments as security to financial institutions) of any
         Indebtedness of the Company or Restricted Subsidiary referred to in
         this clause (e) to a Person (other than the Company or a Restricted
         Subsidiary) or (y) any sale or other disposition of Capital Stock of a
         Restricted Subsidiary which holds Indebtedness of the Company or
         another Restricted Subsidiary such that such Restricted Subsidiary, in
         any such case, ceases to be a Restricted Subsidiary;

<PAGE>
                                       18

                  (e) Obligations under any Interest Rate Agreement of the
         Company or any Restricted Subsidiary to the extent relating to (i)
         Indebtedness of the Company or such Restricted Subsidiary, as the case
         may be (which Indebtedness (x) bears interest at fluctuating interest
         rates and (y) is otherwise permitted to be incurred under Section
         1010), or (ii) Indebtedness for which a lender has provided a
         commitment in an amount reasonably anticipated to be incurred by the
         Company or a Restricted Subsidiary in the following 12 months after
         such Interest Rate Agreement has been entered into, but only to the
         extent that the notional principal amount of such Interest Rate
         Agreement does not exceed the principal amount of the Indebtedness (or
         Indebtedness subject to commitments) to which such Interest Rate
         Agreement relates;

                  (f) Indebtedness of the Company or any Restricted Subsidiary
         under Currency Agreements to the extent relating to (i) Indebtedness of
         the Company or a Restricted Subsidiary (which Indebtedness is otherwise
         permitted to be incurred under Section 1010) or (ii) obligations to
         purchase assets, properties or services incurred in the ordinary course
         of business of the Company or any Restricted Subsidiary; PROVIDED that
         such Currency Agreements do not increase the Indebtedness or other
         obligations of the Company and its Restricted Subsidiaries outstanding
         other than as a result of fluctuations in foreign currency exchange
         rates or by reason of fees, indemnities and compensation payable
         thereunder;

                  (g) Indebtedness of the Company or any Restricted Subsidiary
         in respect of performance bonds of the Company or any Restricted
         Subsidiary or surety bonds provided by the Company or any Restricted
         Subsidiary incurred in the ordinary course of business in connection
         with the construction or operation of a Cable/ Telecommunications
         Business, a DTH Business or an Entertainment/Programming Business;

                  (h) Indebtedness of the Company or any Restricted Subsidiary
         to the extent it represents a replacement, renewal, refinancing or
         extension of outstanding Indebtedness of the Company or of any
         Restricted Subsidiary incurred or outstanding pursuant to clause (b) of
         this definition or the proviso of Section 1010; PROVIDED that (i)
         Indebtedness of the Company may not be replaced, renewed, refinanced or
         extended to such extent under this clause (i) with Indebtedness of any
         Restricted Subsidiary and (ii) any such replacement, renewal,
         refinancing or extension (x) shall not result in a lower Average Life
         of such Indebtedness as compared with the Indebtedness being replaced,
         renewed, refinanced or extended, (y) shall not exceed the sum of the
         principal amount (or, if such Indebtedness provides for a lesser amount
         to be due and payable upon a declaration of acceleration thereof, an
         amount no greater than such lesser amount) of the Indebtedness being
         replaced, renewed, refinanced or extended plus the amount of accrued
         interest thereon and the amount of any reasonably

<PAGE>
                                       19

         determined prepayment premium necessary to accomplish such replacement,
         renewal, refinancing or extension and such reasonable fees and expenses
         incurred in connection therewith, and (z) in the case of any
         replacement, renewal, refinancing or extension by the Company of Pari
         Passu Indebtedness or Subordinated Indebtedness, such new Indebtedness
         is made PARI PASSU with or subordinate to the Securities, at least to
         the same extent as the Indebtedness being replaced, renewed, refinanced
         or extended;

                  (i) Indebtedness of the Company having an aggregate principal
         amount not to exceed, at any one time outstanding, two times (i) the
         Net Cash Proceeds received by the Company after the Issue Date from the
         issuance and sale of its Capital Stock (other than Redeemable Capital
         Stock) to a Person that is not a Subsidiary, to the extent such Net
         Cash Proceeds have not been used pursuant to clause (a)(3)(B), (b)(ii),
         (b)(iii) or (b)(v) of Section 1011 to make a Restricted Payment and
         (ii) 80% of the Fair Market Value of property (other than cash or Cash
         Equivalents) received by the Company after the Issue Date from a sale
         of its Capital Stock (other than Redeemable Capital Stock) to a Person
         that is not a Subsidiary, the extent such sale of Capital Stock has not
         been used pursuant to clause (b)(ii), (b)(iii) or (b)(v) of Section
         1011 to make a Restricted Payment; PROVIDED, HOWEVER, that in
         determining the Fair Market Value of property, if the estimated Fair
         Market Value of such property exceeds $10.0 million, the Company will
         deliver to the Trustee a written appraisal as to the fair market value
         of such property prepared by an internationally recognized investment
         banking or public accounting firm (or, if no such investment banking or
         public accounting firm is qualified to prepare such an appraisal, by an
         internationally recognized appraisal firm) and PROVIDED FURTHER that
         such Indebtedness does not mature prior to the Stated Maturity of the
         Securities and has an Average Life longer than the Securities;

                  (j) Subordinated Indebtedness of the Company not to exceed
         $150 million (or, if non-U.S. Dollar denominated, the U.S. Dollar
         Equivalent thereof) at any one time outstanding; and

                  (k) in addition to the items referred to in clauses (a)
         through (j) above, Indebtedness of the Company having an aggregate
         principal amount not to exceed $125 million (or, if non-U.S. Dollar
         denominated, the U.S. Dollar Equivalent thereof) at any time
         outstanding less the aggregate principal amount of any outstanding
         Indebtedness incurred after the Issue Date under clause (c) of this
         definition of Permitted Indebtedness.

                  "Permitted Investments" means (a) Cash Equivalents; (b)
Investments in prepaid expenses, negotiable instruments held for collection and
lease, utility and workers' compensation, performance and other similar
deposits; (c) loans and advances to directors or

<PAGE>
                                       20

employees made in the ordinary course of business; (d) Interest Rate Agreements
and Currency Agreements; (e) bonds, notes, debentures or other securities
received as a result of Asset Sales permitted under Section 1017, PROVIDED that
the Company or the Restricted Subsidiaries, as the case may be, have received at
least 75% of the aggregate consideration therefrom in cash or Cash Equivalents;
(f) Investments made in the ordinary course of business as partial payment for
constructing a network relating principally to a Cable/Telecommunications
Business or for supplying equipment used or useful in the
Cable/Telecommunications Business or the DTH Business; (g) Investments (other
than through share leasing arrangements) in any Person engaged in any business
in which the Company or any Restricted Subsidiary is engaged on the Issue Date
not to exceed $90 million (or, if non-U.S. Dollar denominated, the U.S. Dollar
Equivalent thereof) outstanding at any time; PROVIDED that immediately after
giving effect to any Investment made under this clause (g), the Company and its
Restricted Subsidiaries shall own at least 25% of the outstanding Capital Stock
of the Person in which the Investment was made; (h) Investments (other than
through share leasing arrangements) in any Person engaged in any business in
which the Company or any Restricted Subsidiary is engaged on the Issue Date not
to exceed $10 million (or, if non-U.S. Dollar denominated, the U.S. Dollar
Equivalent thereof) outstanding at any time; (i) Investments (other than through
share leasing programs) in the Capital Stock of any Person to the extent the
consideration therefor paid by the Company or any Restricted Subsidiary consists
of a lease or other right to use the capacity of a cable television network of
the Company or such Restricted Subsidiary and so long as the capacity leased or
used is used by such Person solely to provide telephony or Internet access
services; PROVIDED that the Board of Directors shall have determined (as
evidenced by a Board Resolution) that any such capacity is in excess of the
cable television network capacity required to operate the
Cable/Telecommunications Business of the Company or such Restricted Subsidiary
in the area in which such cable television network is located; (j) investments
by any Restricted Subsidiary in the Issuer; and (k) to the extent not covered in
clauses (a) through (j) above, any "Permitted Investment" as defined in the PCI
Indenture made by PCI or any subsidiary thereof in accordance with the terms of
the PCI Indenture.

                  "Permitted Liens" means the following types of Liens:

                  (a) Liens on any property or assets of a Restricted Subsidiary
         granted in favor of the Company or any Restricted Subsidiary;

                  (b) Liens securing the Securities;

                  (c) Liens securing Acquired Indebtedness created prior to (and
         not in connection with or in contemplation of) the incurrence of such
         Indebtedness by the Company or any Restricted Subsidiary; PROVIDED that
         such Lien does not extend to any property or assets of the Company or
         any

<PAGE>
                                       21

         Restricted Subsidiary other than the assets acquired in connection with
         the incurrence of such Acquired Indebtedness;

                  (d) statutory Liens of landlords and carriers, warehousemen,
         mechanics, suppliers, materialmen, repairmen or other like Liens
         arising in the ordinary course of business of the Company or any
         Restricted Subsidiary and with respect to amounts not yet delinquent or
         being contested in good faith by appropriate proceeding;

                  (e) Liens for taxes, assessments, government charges or claims
         that are being contested in good faith by appropriate proceedings
         promptly instituted and diligently conducted;

                  (f) easements, rights-of-way, restrictions and other similar
         charges or encumbrances not interfering in any material respect with
         the business of the Company or any Restricted Subsidiary incurred in
         the ordinary course of business;

                  (g) Liens arising by reason of any judgment, decree or order
         of any court so long as such Lien is adequately bonded and any
         appropriate legal proceedings that may have been initiated for the
         review of such judgment, decree or order shall not have been finally
         terminated or the period within which such proceedings may be initiated
         shall not have expired;

                  (h) Liens incurred or deposits made in the ordinary course of
         business in connection with workers' compensation, unemployment
         insurance and other types of social security;

                  (i) any extension, renewal or replacement, in whole or in
         part, of any Lien described in the foregoing clauses (a) through (h);
         PROVIDED that any such extension, renewal or replacement shall be no
         more restrictive in any material respect than the Lien so extended,
         renewed or replaced and shall not extend to any additional property or
         assets;

                  (j) any interest or title of a lessor under any Capitalized
         Lease Obligation or seller under any Purchase Money Obligation;

                  (k) Liens securing up to $45.0 million of Indebtedness of PCI
         incurred after the Issue Date under clause (c) of the definition of
         Permitted Indebtedness at any one time outstanding;

                  (l) Liens securing Indebtedness of the Company incurred
         pursuant to clause (i) of the definition of Permitted Indebtedness in
         an amount having an aggregate principal amount not to exceed, at any
         one time outstanding, 100% of the Net Cash

<PAGE>
                                       22

         Proceeds received by the Company after the Issue Date from the issuance
         and sale of its Capital Stock;

                  (m) Liens in favor of Polish governmental fiscal authorities
         created without the knowledge of and without fault on the part of the
         Company;

                  (n) Liens existing on the Issue Date and listed on Schedule C
         to this Indenture;

                  (o) Liens in favor of the Screen Actors Guild, the Writers
         Guild of America, the Directors Guild of America or any other unions,
         guilds or collective bargaining units under collective bargaining
         agreements, which Liens are incurred in the ordinary course of business
         solely to secure the payment of residuals and other collective
         bargaining obligations required to be paid by the Company or any of its
         Restricted Subsidiaries under any such collective bargaining agreement;

                  (p) Liens arising in connection with completion guarantees
         entered into in the ordinary course of business and consistent with
         then current industry practices, securing obligations (other than
         Indebtedness for borrowed money) of the Company or any of its
         Restricted Subsidiaries not yet due and payable;

                  (q) Liens in favor of suppliers and/or producers of any
         programming that are incurred in the ordinary course of business solely
         to secure the purchase or license price of such programming and such
         directly related rights or the rendering of services necessary for the
         production of such programming; PROVIDED, HOWEVER, that no such Lien
         shall extend to or cover any property or assets other than the
         programming or license and the rights directly related thereto being so
         acquired or produced; and PROVIDED FURTHER that any payment obligations
         secured by such Liens shall by their terms be payable solely from the
         revenues that are derived directly from the exhibition, syndication,
         exploitation, distribution or disposition of such item of programming
         and/or such directly related rights;

                  (r) Liens on assets of PCI or any subsidiary of PCI securing
         the PCI Notes; and

                  (s) Liens on assets or Capital Stock of a Special Purpose
         Vehicle.

                  "Person" means any individual, corporation, limited liability
company, partnership, joint venture, association, joint-stock company, S.A., SP.
Z O.O., trust, unincorporated organization or government or any agency or
political subdivision thereof.

                  "Physical Note" has the meaning specified in Section 201.

<PAGE>
                                       23

                  "Poltelkab" means Poltelkab Sp. z o.o., a Polish limited
liability company.

                  "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 306 in exchange for a
mutilated security or in lieu of a lost, destroyed or stolen Security shall be
deemed to evidence the same debt as the mutilated, lost, destroyed or stolen
Security.

                  "Preferred Stock" means, with respect to any Person, any and
all shares, interests, participations or other equivalents (however designated)
of such Person's preferred or preference stock whether now outstanding, or
issued after the Issue Date, and including, without limitation, all classes and
series of preferred or preference stock of such Person.

                  "Public Equity Offering" means an issuance, offer and sale of
Common Stock (which is Qualified Capital Stock) of the Company for cash pursuant
to a registration statement that has been declared effective by the Commission
pursuant to the Securities Act (other than a registration statement on Form S-8
or otherwise relating to equity securities issuable under any employee benefit
plan of the Company).

                  "Purchase Money Obligation" means Indebtedness of the Company
or any Restricted Subsidiary (a) issued to finance or refinance the purchase or
construction of any assets of the Company or any Restricted Subsidiary or (b)
secured by a Lien on any assets of the Company or any Restricted Subsidiary
where the lender's sole recourse is to the assets so encumbered, in either case
to the extent the purchase or construction prices for such assets are or should
be included in "addition to property, plan or equipment" in accordance with
GAAP.

                  "Qualified Capital Stock" of any person means any and all
Capital Stock of such person other than Redeemable Capital Stock.

                  "Qualified Institutional Buyer" or "QIB" shall have the
meaning specified in Rule 144A.

                  "Redeemable Capital Stock" means any class or series of
Capital Stock that, either by its terms, by the terms of any security into which
it is convertible or exchangeable or by contract or otherwise, is, or upon the
happening of an event or passage of time would be, required to be redeemed prior
to the final Stated Maturity of the Securities or is redeemable at the option of
the holder thereof at any time prior to such final Stated Maturity, or is
convertible into or exchangeable for debt securities at any time prior to such
final Stated Maturity; PROVIDED, HOWEVER, that Redeemable Capital Stock shall
not include any Common

<PAGE>
                                       24


Stock the holder of which has a right to put to the Company upon certain
terminations of employment.

                  "Redemption Date", when used with respect to any Security to
be redeemed, in whole or in part, means the date fixed for such redemption by or
pursuant to this Indenture.

                  "Redemption Price", when used with respect to any Security to
be redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

                  "Registration Rights Agreement" means the Registration Rights
Agreement between the Company and the Initial Purchasers named therein, dated as
of January 27, 1999, relating to the Securities and the Company's 14 1/2% Senior
Discount Notes due 2009, a copy of which has been filed with the Trustee.

                  "Registration Statement" means the Registration Statement as
defined in the Registration Rights Agreement.

                  "Regular Record Date" for the interest payable on any Interest
Payment Date means the January 15 or July 15 (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date.

                  "Responsible Officer", when used with respect to the Trustee,
means any officer in its corporate trust department or similar group, and also
means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of his knowledge of and familiarity with
the particular subject.

                  "Restricted Payment" has the meaning provided in Section 1011.

                  "Restricted Subsidiary" means a Subsidiary other than an
Unrestricted Subsidiary.

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

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

                  "Securities" has the meaning stated in the first recital of
this Indenture and more particularly means any Securities authenticated and
delivered under this Indenture.

                  "Security Register" and "Security Registrar" have the
respective meanings specified in Section 305.

<PAGE>
                                       25

                  "Senior Bank Indebtedness" means Indebtedness of the Company
or any Restricted Subsidiary under one or more term loans or revolving credit or
similar facilities (which may include any guarantee, bonding or letter of credit
facility) with a bank or other financial institution which is not subordinated
to any other Indebtedness of the Company or any Restricted Subsidiary.

                  "Series C Indenture" meant the Indenture dated as of January
20, 1999 between the Issuer and Bankers Trust Company, as trustee, as in effect
on the Issue Date.

                  "Series C Notes" means the Issuers Series C Discount Notes
due 2008 issued under the Series C Indenture.

                  "Service Agreement" means any agreement to which the Company
or any Restricted Subsidiary is a party pursuant to which, among other things,
the Company or a Restricted Subsidiary provides various services, which may
include administrative, technical, managerial, financial, operational and
marketing services, to the other party or parties thereto, including, without
limitation, the agreements listed on Schedule A to this Indenture under the
subheading "Service Agreements."

                  "Shareholder Registration Rights Agreement" means the
Registration Rights Agreement dated as of June 27, 1997 among PIHLP, ECO, Mr.
Freedman, Steele LLC, AESOP and CACMT (as such terms are defined in the
Company's Offering Memorandum dated January 22, 1999) in the form existing on
the Issue Date.

                  "Shelf Registration Statement" means the Shelf Registration
Statement as defined in the Registration Rights Agreement.

                  "Significant Subsidiary" means, at any particular time, any
Subsidiary that, together with the subsidiaries of such Subsidiary, (a)
accounted for more than 5% of the consolidated revenues of the Company and its
Subsidiaries for their most recently completed fiscal year or (b) is or are the
owner(s) of more than 5% of the consolidated assets of the Company and its
Subsidiaries as at the end of such fiscal year, all as calculated in accordance
with GAAP and as shown on the consolidated financial statements of the Company
and its Subsidiaries for such fiscal year.

                  "Special Purpose Vehicle" means a Person which is, or was,
established: (i) with separate legal identity and limited liability; and (ii)
for the sole purpose of a single transaction, or series of related transactions,
and which has no assets and liabilities other than those directly acquired or
incurred in connection with such transaction(s).

<PAGE>
                                       26


                  "Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 307.

                  "Stated Maturity" means, when used with respect to any
Security or any installment of interest thereon, the date specified in such
Security as the fixed date on which the principal of such Security or such
installment of interest is due and payable, and, when used with respect to any
other Indebtedness, means the date specified in the instrument governing such
Indebtedness as the fixed date on which the principal of such Indebtedness, or
any installment of interest thereon, is due and payable.

                  "Subordinated Indebtedness" means Indebtedness of the Company
that is expressly subordinated in right of payment to the Securities.

                  "Subsidiary" means (a) any Person a majority of the equity
ownership or Voting Stock of which is at the time owned, directly or indirectly,
by the Company or by one or more other Subsidiaries or by the Company and one or
more other Subsidiaries and (b) Poltelkab, PTK Operator Sp. z o.o., Cable
Television Newco and any other Management Company.

                  "Total Consolidated Indebtedness" means, at any date of
determination, an amount equal to the aggregate amount of all Indebtedness of
the Company and its Restricted Subsidiaries outstanding as of the date of
determination.

                  "Trust Indenture Act" means the Trust Indenture Act of 1939,
as amended.

                  "Trustee" means the Person named as the "Trustee" in the first
paragraph of this Indenture until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor Trustee.

                  "Unrestricted Subsidiary" means (a) any Subsidiary that at the
time of determination shall be an Unrestricted Subsidiary (as designated by the
Board of Directors of the Company, as provided below) and (b) any subsidiary of
an Unrestricted Subsidiary. The Board of Directors of the Company, subject to
the foregoing, may designate any newly acquired or newly formed Subsidiary
(other than a Management Company) to be an Unrestricted Subsidiary so long as
(i) neither the Company nor any Restricted Subsidiary is directly or indirectly
liable for any Indebtedness of such Subsidiary, (ii) no default with respect to
any Indebtedness of such Subsidiary would permit (upon notice, lapse of time or
otherwise) any holder of any other Indebtedness of the Company or any Restricted
Subsidiary to declare a default on such other Indebtedness or cause the payment
thereof to be accelerated or payable prior to its stated maturity, (iii) any
Investment in such Subsidiary made as result of designating such Subsidiary an
Unrestricted Subsidiary will not violate the provisions of

<PAGE>
                                       27


Section 1019, (iv) neither the Company nor any Restricted Subsidiary has a
contract, agreement, arrangement, understanding or obligation of any kind,
whether written or oral, with such Subsidiary other than those that might be
obtained at the time from persons who are not Affiliates of the Company and (v)
neither the Company nor any Restricted Subsidiary has any obligation (1) to
subscribe for additional shares of Capital Stock or other equity interest in
such Subsidiary or (2) to maintain or preserve such Subsidiary's financial
condition or to cause such Subsidiary to achieve certain levels of operating
results. Any such designation by the Board of Directors of the Company shall be
evidenced to the Trustee by filing a board resolution with the Trustee giving
effect to such designation. The Board of Directors of the Company may designate
any Unrestricted Subsidiary as a Restricted Subsidiary if immediately after
giving effect to such designation, there would be no Default or Event of Default
under this Indenture and the Company could incur $1.00 of additional
Indebtedness (other than Permitted Indebtedness) pursuant to Section 1010.

                  "U.S. Dollar" means United States currency.

                  "U.S. Dollar Equivalent" means with respect to any monetary
amount in a currency other than U.S. Dollars, at any time for the determination
thereof, the amount of U.S. Dollars obtained by converting such foreign currency
involved in such computation into U.S. Dollars at the spot rate for the purchase
of U.S. Dollars with the applicable foreign currency as quoted by the National
Bank of Poland at approximately noon (New York City time) on the date two
business days prior to such determination.

                  "U.S. Government Obligations" has the meaning provided in
Section 1304.

                  "Vice President", when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president".

                  "Voting Stock" means, with respect to any Person, any class or
classes of Capital Stock pursuant to which the holders thereof have the general
voting power under ordinary circumstances to elect at least a majority of the
board of directors, managers or trustees of such Person (irrespective of whether
or not, at the time, stock of any other class or classes shall have, or might
have, voting power by reason of the happening of any contingency).

                  "Wholly Owned" means, with respect to any Restricted
Subsidiary, such Restricted Subsidiary if all the outstanding Capital Stock of
such Restricted Subsidiary (other than any directors' qualifying shares) is
owned directly by the Company or PCBV and one or more Wholly Owned Restricted
Subsidiaries.

<PAGE>
                                       28


                  SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS.

                  Upon any application or request by the Company to the Trustee
to take any action under any provision of this Indenture, the Company shall
furnish to the Trustee an Officers Certificate stating that all conditions
precedent, if any, provided for in this Indenture (including any covenant
compliance with which constitutes a condition precedent) relating to the
proposed action have been complied with and an Opinion of Counsel stating that
in the opinion of such counsel all such conditions precedent, if any, have been
complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of this Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished.

                  Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than pursuant to
Section 1008(a)) shall include:

                  (1) a statement that each individual signing such certificate
         or opinion has read such covenant or condition and the definitions
         herein relating thereto;

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

                  (3) a statement that, in the opinion of each such individual,
         he has made such examination or investigation as is necessary to enable
         him to express an informed opinion as to whether or not such covenant
         or condition has been complied with; and

                  (4) a statement as to whether, in the opinion of each such
         individual, such condition or covenant has been complied with.


                  SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

                  In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

                  Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the

<PAGE>
                                       29

certificate or opinion or representations with respect to the matters upon which
his certificate or opinion is based are erroneous. Any such certificate or
Opinion of Counsel may be based, insofar as it relates to factual matters, upon
a certificate or opinion of, or representations by, an officer or officers of
the Company stating that the information with respect to such factual matters is
in the possession of the Company, unless such counsel knows, or in the exercise
of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.

                  Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated
and form one instrument.

                  SECTION 104. ACTS OF HOLDERS.

                  (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agents duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section.

                  (b) The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner that the Trustee deems sufficient.

                  (c) The principal amount at maturity and serial numbers of
Securities held by any Person, and the date of holding the same, shall be proved
by the Security Register.

                  (d) If the Company shall solicit from the Holders of
Securities any request, demand, authorization, direction, notice, consent,
waiver or other Act, the Company may, at

<PAGE>
                                       30

its option, by or pursuant to a Board Resolution, fix in advance a record date
for the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so. Notwithstanding TIA Section 316(c), such
record date shall be the record date specified in or pursuant to such Board
Resolution, which shall be a date not earlier than the date 30 days prior to the
first solicitation of Holders generally in connection therewith and not later
than the date such solicitation is completed. If such a record date is fixed,
such request, demand, authorization, direction, notice, consent, waiver or other
Act may be given before or after such record date, but only the Holders of
record at the close of business on such record date shall be deemed to be
Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or other
Act, and for that purpose the Outstanding Securities shall be computed as of
such record date; PROVIDED that no such authorization, agreement or consent by
the Holders on such record date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than eleven
months after the record date.

                  (e) Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Security shall bind every
future Holder of the same Security and the Holder of every Security issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee or
the Company in reliance thereon, whether or not notation of such action is made
upon such Security.

                  SECTION 105. NOTICES, ETC., TO TRUSTEE, COMPANY.

                  Any request, demand, authorization, direction, notice,
consent, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with,

                  (1) the Trustee by any Holder or by the Company shall be
         sufficient for every purpose hereunder if made, given, furnished or
         filed in writing to or with the Trustee at its Corporate Trust Office,
         Attention: Corporate Trust Manager, or

                  (2) the Company by the Trustee or by any Holder shall be
         sufficient for every purpose hereunder (unless otherwise herein
         expressly provided) if in writing and mailed, first-class postage
         prepaid, to the Company addressed to it at the address of its principal
         office specified in the first paragraph of this Indenture, or at any
         other address previously furnished in writing to the Trustee by the
         Company.

                  SECTION 106. NOTICE TO HOLDERS; WAIVER.

<PAGE>
                                       31


                  Where this Indenture provides for notice of any event to
Holders by the Company or the Trustee, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at his
address as it appears in the Security Register, not later than the latest date,
and not earlier than the earliest date, prescribed for the giving of such
notice. In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Any notice mailed to a Holder in the manner herein prescribed
shall be conclusively deemed to have been received by such Holder, whether or
not such Holder actually receives such notice. Where this Indenture provides for
notice in any manner, such notice may be waived in writing by the Person
entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

                  In case by reason of the suspension of or irregularities in
regular mail service or by reason of any other cause, it shall be impracticable
to mail notice of any event to Holders when such notice is required to be given
pursuant to any provision of this Indenture, then any manner of giving such
notice as shall be satisfactory to the Trustee shall be deemed to be a
sufficient giving of such notice for every purpose hereunder.

                  SECTION 107. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

                  The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction hereof.

                  SECTION 108. SUCCESSORS AND ASSIGNS.

                  All covenants and agreements in this Indenture by the Company
shall bind its successors and assigns, whether so expressed or not.

                  SECTION 109. SEPARABILITY CLAUSE.

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

                  SECTION 110. BENEFITS OF INDENTURE.

                  Nothing in this Indenture or in the Securities, express or
implied, shall give to any Person, other than the parties hereto, any Paying
Agent, any Security Registrar and their

<PAGE>
                                       32


successors hereunder and the Holders any benefit or any legal or equitable
right, remedy or claim under this Indenture.

                  SECTION 111. GOVERNING LAW.

                  This Indenture and the Securities shall be governed by and
construed in accordance with the law of the State of New York. Upon issuance of
the Exchange Securities or the effectiveness of a Shelf Registration Statement,
this Indenture shall be subject to the provisions of the Trust Indenture Act
that are required to be part of this Indenture and shall, to the extent
applicable, be governed by such provisions; and, if and to the extent that any
provision of this Indenture limits, qualifies or conflicts with any other
provision included in this Indenture which is required to be included in this
Indenture by any of Sections 310 to 318, inclusive, of the Trust Indenture Act,
such required provision shall control.

                  SECTION 112. LEGAL HOLIDAYS.

                  In any case where any Interest Payment Date, Redemption Date
or Stated Maturity or Maturity of any Security shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or of the Securities)
payment of principal (or premium, if any) or interest need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the Interest Payment Date or Redemption Date, or at the
Stated Maturity or Maturity; PROVIDED that no interest shall accrue for the
period from and after such Interest Payment Date, Redemption Date, Stated
Maturity or Maturity, as the case may be.

                                   ARTICLE TWO

                                 SECURITY FORMS

                  SECTION 201. FORMS GENERALLY.

                  The definitive Securities 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 Securities may be listed, all as determined by the
officers executing such Securities, as evidenced by their execution of such
Securities.

                  The Initial Securities shall be known as the "14 1/2% Senior
Discount Notes due 2009" and the Exchange Securities shall be known as the
"14 1/2% Exchange Senior Discount Notes due 2009". The Securities and the
Trustee's certificate of authentication shall be

<PAGE>
                                       33


substantially in the form annexed hereto as Exhibit A. The Securities may have
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture and may have such letters,
notations, numbers or other marks of identification and such legends or
endorsements placed thereon as the Company may deem appropriate (and as are not
prohibited by the terms of this Indenture) or as may be required or appropriate
to comply with any law or with any rules made pursuant thereto or with any rules
of any securities exchange on which such Securities may be listed, or to conform
to general usage, or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution of such
Securities. Any portion of the text of any Security may be set forth on the
reverse thereof, with an appropriate reference thereto on the face of the
Security. The Company shall approve the form of the Securities and any notation,
legend or endorsement on the Securities. Each Security shall be dated the date
of its authentication.

                  The terms and provisions contained in the form of the
Securities annexed hereto as Exhibit A shall constitute, and are hereby
expressly made, a part of this Indenture. Each of the Company and the Trustee,
by its execution and delivery of this Indenture, expressly agrees to the terms
and provisions of the Securities applicable to it and to be bound thereby.

                  Initial Securities offered and sold in reliance on Rule 144A
shall be issued initially in the form of a single permanent global Security in
registered form, substantially in the form set forth in Exhibit A (the "Global
Security"), deposited with the Trustee, as custodian for the Depositary, duly
executed by the Company and authenticated by the Trustee as hereinafter
provided. The aggregate principal amount at maturity of the Global Security may
from time to time be increased or decreased by adjustments made on the records
of the Trustee, as custodian for the Depositary or its nominee, as hereinafter
provided.

                  Securities issued pursuant to Section 306 or Section 307 in
exchange for interests in the Global Security shall be in the form of permanent
certificated Securities in registered form in substantially the form set forth
in Exhibit A (the "PHYSICAL SECURITIES").

                  SECTION 202. RESTRICTIVE LEGENDS.

                  Unless and until (i) an Initial Security is sold under an
effective Registration Statement or (ii) an Initial Security is exchanged for an
Exchange Security in connection with an effective Registration Statement, in
each case pursuant to the Registration Rights Agreement, each Global Security
and each Physical Security shall bear the following legend set forth below (the
"Private Placement Legend") on the face thereof.

<PAGE>
                                       34


         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
         AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER SECURITIES
         LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
         MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
         OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE
         TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
         REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS
         ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL
         BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE
         144A")), (2) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO
         YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER
         THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE
         LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS
         SECURITY) OR THE LAST DAY ON WHICH THE COMPANY OR ANY AFFILIATE OF THE
         COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS
         SECURITY) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY
         APPLICABLE LAWS (THE "RESALE RESTRICTION TERMINATION DATE") OFFER, SELL
         OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY
         SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS
         BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS
         THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON
         IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED
         IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN
         ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
         NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
         144A, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE
         144 (IF AVAILABLE), OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
         THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT
         IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A
         NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. OFFERS, SALES OR
         OTHER TRANSFERS OF THIS SECURITY UNDER (C), (D) AND (E) ABOVE ARE
         SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH

<PAGE>
                                       35


         OFFERS, SALES OR OTHER TRANSFERS TO REQUIRE THE DELIVERY OF AN OPINION
         OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
         OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER
         AFTER THE RESALE RESTRICTION TERMINATION DATE.

                  Each Global Security, whether or not an Initial Security,
shall also bear the following legend on the face thereof:

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

         TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
         WHOLE, BUT NOT IN PART, TO DTC OR NOMINEES OF DTC OR TO A SUCCESSOR OF
         DTC 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 SECTIONS 306 AND 307 OF THE INDENTURE.


                                  ARTICLE THREE

                                 THE SECURITIES

                  SECTION 301. TITLE AND TERMS.

                  The aggregate principal amount at maturity of Securities
which may be authenticated and delivered under this Indenture is limited to
up to $256,800,000, except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Securities pursuant to Section 304, 305, 306, 801, 906, 1016, 1017 or 1108.

<PAGE>
                                       36


                  The Initial Securities shall be known and designated as the
"14 1/2% Senior Discount Notes due 2009" of the Company. The Exchange
Securities shall be known and designated as the "14 1/2% Exchange Senior
Discount Notes due 2009" of the Company. The Stated Maturity of the Initial
Securities and the Exchange Securities shall be February 1, 2009 and, except
as otherwise set forth herein, they shall bear interest at the rate of 14
1/2% per annum from February 1, 2004, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, payable on
August 1, 2004 and semi-annually thereafter on February 1 and August 1 in
each year and at said Stated Maturity, until the principal thereof is paid or
duly provided for. Except in the case of a Registration Default (as defined
in the form of Securities), the principal of the Securities shall not accrue
interest until February 1, 2004, except in the case of a default in payment
of the amount due at Maturity, in which case the amount due on the Securities
shall bear interest at a rate of 17 1/2% per annum (to the extent that the
payment of such interest shall be legally enforceable), which shall accrue
from the date of such default to the date the payment of such amount has been
made or duly provided for. Interest on any overdue principal amount shall be
payable on demand. The Securities are issued at a discount to their aggregate
principal amount at maturity and will generate gross proceeds to the Company
of $100,003,056 (and net proceeds of $96,752,957). Original issue discount
will accrete from the Issue Date (January 27, 1999) until February 1, 2004.
Based on the issue price thereof, the yield on the Securities is 17 1/2%
(computed on a semiannual bond equivalent basis) calculated from January 27,
1999.

                  The principal of (and premium, if any) and interest on the
Securities shall be payable at the office or agency of the Company maintained
for such purpose in The City of New York, or at such other office or agency of
the Company as may be maintained for such purpose; PROVIDED, HOWEVER, that, at
the option of the Company, interest may be paid by check mailed to addresses of
the Persons entitled thereto as such addresses shall appear on the Security
Register.

                  The Securities shall be redeemable as provided in Article
Eleven.

                  SECTION 302. DENOMINATIONS.

                  The Securities shall be issuable only in registered form
without coupons and only in denominations of $1,000 principal amount at maturity
and any integral multiple thereof.

                  SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

                  The Securities shall be executed on behalf of the Company by
any of its Chairman, its President or a Vice President, the Chief Executive
Officer or the Chief

<PAGE>
                                       37


Financial Officer, under its corporate seal reproduced thereon. The signature of
any of these officers on the Securities may be manual or facsimile signatures of
the present or any future such authorized officer and may be imprinted or
otherwise reproduced on the Securities.

                  Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such Securities.

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with such Company Order shall authenticate and deliver such Securities.

                  Each Security shall be dated the date of its authentication.

                  No Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security a certificate of authentication substantially in the form provided for
herein duly executed by the Trustee by manual signature of an authorized
officer, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder and is entitled to the benefits of this Indenture.

                  In case the Company, pursuant to Article Eight, shall be
consolidated or merged with or into any other Person or shall convey, transfer,
lease or otherwise dispose of its properties and assets substantially as an
entirety to any Person, and the successor Person resulting from such
consolidation, or surviving such merger, or into which the Company shall have
been merged, or the Person which shall have received a conveyance, transfer,
lease or other disposition as aforesaid, shall have executed an indenture
supplemental hereto with the Trustee pursuant to Article Eight, any of the
Securities authenticated or delivered prior to such consolidation, merger,
conveyance, transfer, lease or other disposition may, from time to time, at the
request of the successor Person, be exchanged for other Securities executed in
the name of the successor Person with such changes in phraseology and form as
may be appropriate, but otherwise in substance of like tenor as the Securities
surrendered for such exchange and of like principal amount; and the Trustee,
upon Company Request of the successor Person, shall authenticate and deliver
Securities as specified in such request for the purpose of such exchange. If
Securities shall at any time be authenticated and delivered in any new name of a
successor Person pursuant to this Section in exchange or substitution for or
upon registration of transfer of any Securities, such successor Person, at the
option of the

<PAGE>
                                       38


Holders but without expense to them, shall provide for the exchange of all
Securities at the time Outstanding for Securities authenticated and delivered in
such new name.

                  SECTION 304. TEMPORARY SECURITIES.

                  Pending the preparation of definitive Securities, the Company
may execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Securities in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Securities may determine, as conclusively evidenced
by their execution of such Securities.

                  If temporary Securities are issued, the Company will cause
definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of the Company designated for such purpose
pursuant to Section 1002, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a like
principal amount of definitive Securities of authorized denominations. Until so
exchanged, the temporary Securities shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities.

                  SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND
EXCHANGE.

                  The Company shall cause to be kept at the Corporate Trust
Office a register (the register maintained in such office and in any other
office or agency designated pursuant to Section 1002 being herein sometimes
referred to as the "Security Register") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Securities and of transfers of Securities. The Security Register shall be in
written form or any other form capable of being converted into written form
within a reasonable time. At all reasonable times, the Security Register shall
be open to inspection by the Trustee. The Trustee is hereby initially appointed
as security registrar (the "Security Registrar") for the purpose of registering
Securities and transfers of Securities as herein provided.

                  Upon surrender for registration of transfer of any Security at
the office or agency of the Company designated pursuant to Section 1002, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of
any authorized denomination or denominations of a like aggregate principal
amount.

<PAGE>
                                       39



                  At the option of the Holder, Securities may be exchanged for
other Securities of any authorized denomination and of a like aggregate
principal amount at maturity, upon surrender of the Securities to be exchanged
at such office or agency. Whenever any Securities are so surrendered for
exchange (including an exchange of Initial Securities for Exchange Securities),
the Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive PROVIDED
that no exchange of Initial Securities for Exchange Securities shall occur until
an Exchange Offer Registration Statement shall have been declared effective by
the Commission and that the Initial Securities to be exchanged for the Exchange
Securities shall be cancelled by the Trustee.

                  All Securities issued upon any registration of transfer or
exchange of Securities shall be the valid obligations of the Company, evidencing
the same debt, and entitled to the same benefits under this Indenture, as the
Securities surrendered upon such registration of transfer or exchange.

                  Every Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or the Security
Registrar) be duly endorsed, or be accompanied by a written instrument of
transfer, in form satisfactory to the Company and the Security Registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing.

                  No service charge shall be made for any registration of
transfer or exchange or redemption of Securities, 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 or exchange of
Securities, other than exchanges pursuant to Section 304, 801, 906, 1016, 1017
or 1108 not involving any transfer.

                  The Company shall not be required (i) to issue, register the
transfer of or exchange any Security during a period beginning at the opening of
business 15 days before the selection of Securities to be redeemed under Section
1104 and ending at the close of business on the day of such mailing of the
relevant notice of redemption, or (ii) to register the transfer of or exchange
any Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part.

                  SECTION 306. BOOK-ENTRY PROVISIONS FOR GLOBAL SECURITIES.

                  (a) The Global Security initially shall (i) be registered in
the name of the Depositary for such Global Securities or the nominee of such
Depositary, (ii) be delivered to the Trustee as custodian for such Depositary
and (iii) bear legends as set forth in Section 202.

<PAGE>
                                       40


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

                  (b) Transfers of a Global Security shall be limited to
transfers of such Global Security in whole, but not in part, to the Depositary,
its successors or their respective nominees and, in part, in the circumstances
described in paragraph (d) hereof. Interests of beneficial owners in a Global
Security may be transferred in accordance with the applicable rules and
procedures of the Depositary and the provisions of Section 307. Beneficial
owners may obtain Physical Securities (which shall bear the Private Placement
Legend if required by Section 202) in exchange for their beneficial interests in
a Global Security upon request in accordance with the Depositary's and the
Security Registrar's procedures at any time. In addition, Physical Securities
shall be transferred to all beneficial owners in exchange for their beneficial
interests in the Global Security if (i) the Depositary notifies the Company that
it is unwilling or unable to continue as Depositary for the Global Security or
the Depositary ceases to be a "Clearing Agency" registered under the Exchange
Act and a successor depositary is not appointed by the Company within 90 days or
(ii) an Event of Default has occurred and Holders of more than 25% in aggregate
principal amount of the Securities at the time outstanding represented by the
Global Securities advise the Trustee through the Depositary in writing that the
continuation of a book-entry system through the Depositary with respect to the
Global Securities is no longer required.

                  (c) In connection with any transfer pursuant to paragraph (b)
of this Section of a portion of the beneficial interest in the Global Security
to beneficial owners, upon receipt of written instructions from the Depositary,
the Security Registrar shall reflect on its books and records the date and a
decrease in the principal amount at maturity of the Global Security in an amount
equal to the principal amount at maturity of the beneficial interest in the
Global Security to be transferred, and the Company shall execute, and the
Trustee shall authenticate and deliver, one or more Physical Securities of like
tenor and amount.

                  (d) In connection with the transfer of the entire Global
Security to beneficial owners pursuant to paragraph (b) of this Section, the
Global Security shall be deemed to be surrendered to the Trustee for
cancellation, and the Company shall execute, and

<PAGE>
                                       41


the Trustee shall authenticate and deliver, to each beneficial owner identified
by the Depositary in exchange for its beneficial interest in the Global Security
an equal aggregate principal amount at maturity of Physical Securities of
authorized denominations.

                  (e) Any Physical Security delivered in exchange for an
interest in the Global Security pursuant to paragraph (b) or (c) of this Section
shall, except as otherwise provided by paragraph (a)(i)(x) or paragraph (e) of
Section 307, bear the legend regarding transfer restrictions applicable to the
Physical Security set forth in Section 202.

                  (f) The registered holder of a Global Security may grant
proxies and otherwise authorize any person, including Agent Members and persons
that may hold interests through Agent Members, to take any action which a Holder
is entitled to take under this Indenture or the Securities.

                  (g) In connection with the execution, authentication and
delivery of Physical Securities in exchange for beneficial interests in a Global
Security pursuant to Section 306(b), the Security Registrar shall reflect on its
books and records a decrease in the principal amount at maturity of the relevant
Global Security equal to the principal amount at maturity of such Physical
Securities and the Company shall execute and the Trustee shall authenticate and
deliver one or more Physical Securities having an equal aggregate principal
amount at maturity.

                  SECTION 307. SPECIAL TRANSFER PROVISIONS.

                  Unless and until (i) an Initial Security is sold pursuant to
an effective Registration Statement, or (ii) an Initial Security is exchanged
for an Exchange Security in the Exchange Offer pursuant to an effective
Registration Statement, in each case, pursuant to the Registration Rights
Agreement, the following provisions shall apply:

                  (a) GENERAL. The provisions of this Section 307 shall apply to
         all transfers involving any Physical Security and any beneficial
         interest in any Global Security.

                  (b) CERTAIN DEFINITIONS. As used in this Section 307 only,
         "delivery" of a certificate by a transferee or transferor means the
         delivery to the Security Registrar by such transferee or transferor of
         the applicable certificate duly completed; "holding" includes both
         possession of a Physical Security and ownership of a beneficial
         interest in a Global Security, as the context requires; "transferring"
         a Global Security means transferring that portion of the principal
         amount of the transferor=s beneficial interest therein that the
         transferor has notified the Security Registrar that it has agreed to
         transfer; and "transferring" a Physical Security means transferring
         that portion of the

<PAGE>
                                       42


         principal amount thereof that the transferor has notified the Security
         Registrar that it has agreed to transfer.

                  As used in this Indenture,"Rule 144A Certificate" means a
         certificate substantially in the form set forth in Section 313 and
         "Non-Registration Opinion and Supporting Evidence" means a written
         opinion of counsel reasonably acceptable to the Company to the effect
         that, and such other certification or information as the Company may
         reasonably require to confirm that, the proposed transfer is being made
         pursuant to an exemption from, or in a transaction not subject to, the
         registration requirements of the Securities Act.

                  (c) [Intentionally Omitted]

                  (d) DEEMED DELIVERY OF A RULE 144A CERTIFICATE IN CERTAIN
         CIRCUMSTANCES. A Rule 144A Certificate, if not actually delivered, will
         be deemed delivered if (A) (i) the transferor advises the Company and
         the Trustee in writing that the relevant offer and sale were made in
         accordance with the provisions of Rule 144A (or, in the case of a
         transfer of a Physical Security, the transferor checks the box provided
         on the Physical Security to that effect) and (ii) the transferee
         advises the Company and the Trustee in writing that (x) it and, if
         applicable, each account for which it is acting in connection with the
         relevant transfer, is a qualified institutional buyer within the
         meaning of Rule 144A, (y) it is aware that the transfer of Securities
         to it is being made in reliance on the exemption from the provisions of
         Section 5 of the Securities Act provided by Rule 144A, and (z) prior to
         the proposed date of transfer it has been given the opportunity to
         obtain from the Company the information referred to in Rule 144A(d)(4),
         and has either declined such opportunity or has received such
         information (or, in the case of a transfer of a Physical Security, the
         transferee signs the certification provided on the Physical Security to
         that effect); or (B) the transferor holds the Global Security and is
         transferring to a transferee that will take delivery in the form of the
         Global Security.

                  (e) PROCEDURES AND REQUIREMENTS. If the proposed transferor
         holds:

                      (A) a Physical Security which is surrendered to the
                  Security Registrar, and the proposed transferee or transferor,
                  as applicable:

                          (i) delivers (or is deemed to have delivered pursuant
                      to clause (d) above) a Rule 144A Certificate and the
                      proposed transferee requests delivery in the form of a
                      Physical Security, then the Security Registrar shall (x)
                      register such transfer in the name of such transferee and
                      record the date thereof in its books and records, (y)
                      cancel such

<PAGE>
                                       43


                      surrendered Physical Security and (z) deliver a new
                      Physical Security to such transferee duly registered in
                      the name of such transferee in principal amount equal to
                      the principal amount being transferred of such surrendered
                      Physical Security; or

                          (ii) delivers (or is deemed to have delivered pursuant
                      to clause (d) above) a Rule 144A Certificate and the
                      proposed transferee is or is acting through an Agent
                      Member and requests that the proposed transferee receive a
                      beneficial interest in the Global Security, then the
                      Security Registrar shall (x) cancel such surrendered
                      Physical Security, (y) record an increase in the principal
                      amount of the Global Security equal to the principal
                      amount being transferred of such surrendered Physical
                      Security and (z) notify the Depositary in accordance with
                      the procedures of the Depositary that it approves of such
                      transfer.

                  In any of the cases described in this Section 307(e)(A), the
         Security Registrar shall deliver to the transferor a new Physical
         Security in principal amount equal to the principal amount not being
         transferred of such surrendered Physical Security, as applicable.

                  (B) the Global Security, and the proposed transferee or
         transferor, as applicable:

                          (i) delivers (or is deemed to have delivered pursuant
                      to clause (d) above) a Rule 144A Certificate and the
                      proposed transferee requests delivery in the form of a
                      Physical Security, then the Security Registrar shall (w)
                      register such transfer in the name of such transferee and
                      record the date thereof in its books and records, (x)
                      record a decrease in the principal amount of the Global
                      Security in an amount equal to the beneficial interest
                      therein being transferred, (y) deliver a new Physical
                      Security to such transferee duly registered in the name of
                      such transferee in principal amount equal to the amount of
                      such decrease and (z) notify the Depositary in accordance
                      with the procedures of the Depositary that it approves of
                      such transfer; or

                          (ii) delivers (or is deemed to have delivered pursuant
                      to clause (d) above) a Rule 144A Certificate and the
                      proposed transferee is or is acting through an Agent
                      Member and requests that the proposed transferee receive a
                      beneficial interest in the Global Security, then the
                      transfer shall be effected in accordance with the
                      procedures of the Depositary therefor.

<PAGE>
                                       44



                  (f) EXECUTION, AUTHENTICATION AND DELIVERY OF PHYSICAL
         SECURITIES. In any case in which the Security Registrar is required to
         deliver a Physical Security to a transferee or transferor, the Company
         shall execute, and the Trustee shall authenticate and make available
         for delivery, such Physical Security.

                  (g) CERTAIN ADDITIONAL TERMS APPLICABLE TO PHYSICAL
         SECURITIES. Any transferee entitled to receive a Physical Security may
         request that the principal amount thereof be evidenced by one or more
         Physical Securities in any authorized denomination or denominations and
         the Security Registrar shall comply with such request if all other
         transfer restrictions are satisfied.

                  (h) TRANSFERS NOT COVERED BY SECTION 307(e). The Security
         Registrar shall effect and record, upon receipt of a written request
         from the Company so to do, a transfer not otherwise permitted by
         Section 307(e), such recording to be done in accordance with the
         otherwise applicable provisions of Section 307(e), upon the furnishing
         by the proposed transferor or transferee of a Non-Registration Opinion
         and Supporting Evidence.

                  (i) GENERAL. By its acceptance of any Security bearing the
         Private Placement Legend, each Holder of such Security acknowledges the
         restrictions on transfer of such Security set forth in this Indenture
         and in the Private Placement Legend and agrees that it will transfer
         such Security only as provided in this Indenture. The Security
         Registrar shall not register a transfer of any Security unless such
         transfer complies with the restrictions with respect thereto set forth
         in this Indenture. The Security Registrar shall not be required to
         determine (but may rely upon a determination made by the Company) the
         sufficiency of any such certifications, legal opinions or other
         information.

                  (j) PRIVATE PLACEMENT LEGEND. Upon the transfer, exchange or
         replacement of Securities not bearing the Private Placement Legend, the
         Security Registrar shall deliver Securities that do not bear the
         Private Placement Legend. Upon the transfer, exchange or replacement of
         Securities bearing the Private Placement Legend, the Security Registrar
         shall deliver only Securities that bear the Private Placement Legend
         unless (i) the requested transfer is at least two years after the
         original issue date of the Initial Security (with respect to any
         Physical Security), (ii) there is delivered to the Security Registrar
         an Opinion of Counsel in form reasonably satisfactory to the Company
         and the Trustee 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 or (iii) such Securities are
         exchanged for Exchange Securities pursuant to an Exchange Offer.
<PAGE>
                                       45


                  SECTION 308. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

                  If (i) any mutilated Security is surrendered to the Trustee,
or (ii) the Company and the Trustee receive evidence to their satisfaction of
the destruction, loss or theft of any Security, and there is delivered to the
Company and the Trustee such security or indemnity as may be required by them to
save each of them harmless, then, in the absence of notice to the Company or the
Trustee that such Security has been acquired by a bona fide purchaser, the
Company shall execute and upon Company Order the Trustee shall authenticate and
deliver, in exchange for any such mutilated Security or in lieu of any such
destroyed, lost or stolen Security, a new Security of like tenor and principal
amount at maturity, bearing a number not contemporaneously outstanding.

                  In case any such mutilated, destroyed, lost or stolen Security
has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security.

                  Upon the issuance of any new Security under this Section, 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 any other
expenses (including the fees and expenses of the Trustee) connected therewith.

                  Every new Security issued pursuant to this Section in lieu of
any mutilated, destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the mutilated,
destroyed, lost or stolen Security shall be at any time enforceable by anyone,
and shall be entitled to all benefits of this Indenture equally and
proportionately with any and all other Securities duly issued hereunder.

                  The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities.

                  SECTION 309. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

                  Interest on any Security which is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the
Person in whose name such Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest
at the office or agency of the Company maintained for such purpose pursuant to
Section 1002; PROVIDED, HOWEVER, that each installment of interest may at the
Company's option be paid by (i) mailing a check for such interest, payable to or
upon the written order of the Person entitled thereto pursuant to Section 310,
to the address of

<PAGE>
                                       46


such Person as it appears in the Security Register at the close of business on
the Regular Record Date for such interest payment or (ii) transfer to an account
located in the United States maintained by the payee.

                  Any interest on any Security which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date shall
forthwith cease to be payable to the Holder on the Regular Record Date by virtue
of having been such Holder, and such defaulted interest and (to the extent
lawful) interest on such defaulted interest at the rate borne by the Securities
(such defaulted interest and interest thereon herein collectively called
"Defaulted Interest") may be paid by the Company, at its election in each case,
as provided in clause (1) or (2) below:

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Securities (or their
         respective Predecessor Securities) are registered at the close of
         business on a Special Record Date for the payment of such Defaulted
         Interest, which shall be fixed in the following manner. The Company
         shall notify the Trustee in writing of the amount of Defaulted Interest
         proposed to be paid on each Security and the date of the proposed
         payment, and at the same time the Company shall deposit with the
         Trustee an amount of money equal to the aggregate amount proposed to be
         paid in respect of such Defaulted Interest or shall make arrangements
         satisfactory to the Trustee for such deposit prior to the date of the
         proposed payment, such money when deposited to be held in trust for the
         benefit of the Persons entitled to such Defaulted Interest as in this
         clause provided. Thereupon the Trustee shall fix a Special Record Date
         for the payment of such Defaulted Interest which shall be not more than
         15 days and not less than 10 days prior to the date of the proposed
         payment and not less than 10 days after the receipt by the Trustee of
         the notice of the proposed payment. The Trustee shall promptly notify
         the Company of such Special Record Date, and in the name and at the
         expense of the Company, shall cause notice of the proposed payment of
         such Defaulted Interest and the Special Record Date therefor to be
         given in the manner provided for in Section 106, not less than 10 days
         prior to such Special Record Date. Notice of the proposed payment of
         such Defaulted Interest and the Special Record Date therefor having
         been so given, such Defaulted Interest shall be paid to the Persons in
         whose names the Securities (or their respective Predecessor Securities)
         are registered at the close of business on such Special Record Date and
         shall no longer be payable pursuant to the following clause (2).

                  (2) The Company may make payment of any Defaulted Interest in
         any other lawful manner not inconsistent with the requirements of any
         securities exchange on which the Securities may be listed, and upon
         such notice as may be required by such exchange, if, after notice given
         by the Company to the Trustee of the proposed

<PAGE>
                                       47


         payment pursuant to this clause, such manner of payment shall be deemed
         practicable by the Trustee.

                  Subject to the foregoing provisions of this Section, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

                  SECTION 310. PERSONS DEEMED OWNERS.

                  Prior to the due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Security is registered as the owner of
such Security for the purpose of receiving payment of principal of (and premium,
if any) and (subject to Sections 305 and 309) interest on such Security and for
all other purposes whatsoever, whether or not such Security be overdue, and none
of the Company, the Trustee or any agent of the Company or the Trustee shall be
affected by notice to the contrary.

                  SECTION 311. CANCELLATION.

                  All Securities surrendered for payment, redemption,
registration of transfer or exchange shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee and shall be promptly cancelled by
it. The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and may deliver to the Trustee (or
to any other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold,
and all Securities so delivered shall be promptly cancelled by the Trustee. If
the Company shall so acquire any of the Securities, however, such acquisition
shall not operate as a redemption or satisfaction of the indebtedness
represented by such Securities unless and until the same are surrendered to the
Trustee for cancellation. No Securities shall be authenticated in lieu of or in
exchange for any Securities cancelled as provided in this Section, except as
expressly permitted by this Indenture. All cancelled Securities held by the
Trustee shall be disposed of by the Trustee in accordance with its customary
procedures and certification of their disposal delivered to the Company unless
by Company Order the Company shall direct that cancelled Securities be returned
to it.

                  SECTION 312. COMPUTATION OF INTEREST.

                  Interest on the Securities shall be computed on the basis of a
360-day year of twelve 30-day months.

<PAGE>
                                       48


                  SECTION 313. FORM OF RULE 144A CERTIFICATE.

                  Upon any transfer of the Securities pursuant to Rule 144A, the
purchaser of such Securities shall deliver to the Trustee a certificate in the
form of Exhibit B hereto.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

                  SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE.

                  This Indenture shall upon Company Request cease to be of
further effect (except as to surviving rights of registration of transfer or
exchange of Securities expressly provided for herein or pursuant hereto and the
rights, powers, trusts, duties and immunities of the Trustee) and the Trustee,
at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture when

                  (1) either

                      (a) all Securities theretofore authenticated and delivered
                  (other than (i) Securities which have been destroyed, lost or
                  stolen and which have been replaced or paid as provided in
                  Section 308) and (ii) Securities for whose payment money has
                  theretofore been deposited in trust with the Trustee or any
                  Paying Agent or segregated and held in trust by the Company
                  and thereafter repaid to the Company or discharged from such
                  trust, as provided in Section 1003) have been delivered to the
                  Trustee for cancellation; or

                      (b) all such Securities not theretofore delivered to the
                  Trustee for cancellation

                          (i) have become due and payable, or

                          (ii) will become due and payable at their Stated
                      Maturity within one year, or

                          (iii) are to be called for redemption within one year
                      under arrangements satisfactory to the Trustee for the
                      giving of notice of redemption by the Trustee in the name,
                      and at the expense, of the Company,

<PAGE>
                                       49


                  and the Company, in the case of (i), (ii) or (iii) above, has
                  irrevocably deposited or caused to be deposited with the
                  Trustee as trust funds in trust for such purpose an amount
                  sufficient to pay and discharge the entire Indebtedness on
                  such Securities not theretofore delivered to the Trustee for
                  cancellation, for principal of, premium, if any, and interest
                  on such Securities to the date of such deposit (in the case of
                  Securities which have become due and payable) or to the Stated
                  Maturity or Redemption Date, as the case may be;

                  (2) the Company has paid or caused to be paid all other sums
         payable hereunder by the Company; and

                  (3) the Company has delivered to the Trustee an Officers
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent herein provided for relating to the satisfaction and
         discharge of this Indenture have been complied with.

                  Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 606 and,
if money shall have been deposited with the Trustee pursuant to subclause (b) of
clause (1) of this Section, the obligations of the Trustee under Section 402 and
the last paragraph of Section 1003 shall survive.

                  SECTION 402. APPLICATION OF TRUST MONEY.

                  Subject to the provisions of the last paragraph of Section
1003, all money deposited with the Trustee pursuant to Section 401 shall be held
in trust and applied by it, in accordance with the provisions of the Securities
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee; but such money need not be segregated from other funds except to the
extent required by law.


                                  ARTICLE FIVE

                                    REMEDIES

                  SECTION 501. EVENTS OF DEFAULT.

                  "Event of Default", wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

<PAGE>
                                       50



                  (1) default in the payment of any interest on any Security
         when it becomes due and payable and continuance of such default for a
         period of 30 days;

                  (2) default in the payment of the principal of or premium, if
         any, on any Security at its Maturity;

                  (3) default in the performance, or breach, of the provisions
         described in Article Eight of this Indenture, the failure to make or
         consummate a Change of Control Offer in accordance with the provisions
         of Section 1016 or the failure to make or consummate an Excess Proceeds
         Offer in accordance with the provisions of Section 1017;

                  (4) default in the performance, or breach, of any covenant or
         agreement of the Company contained in this Indenture (other than a
         default in the performance, or breach, of a covenant or warranty which
         is specifically dealt with elsewhere in this Indenture) and continuance
         of such default or breach for a period of 30 days after written notice
         shall have been given to the Company by the Trustee or to the Company
         and the Trustee by the holders of at least 25% in principal amount of
         the then Outstanding Securities, as the case may be;

                  (5) (i) one or more defaults in the payment of principal of or
         premium, if any, on Indebtedness of the Company or any Significant
         Subsidiary aggregating $15 million or more, when the same becomes due
         and payable at the stated maturity thereof, and such default or
         defaults shall have continued after any applicable grace period and
         shall not have been cured or waived or (ii) Indebtedness of the Company
         or any Significant Subsidiary aggregating $15 million or more shall
         have been accelerated or otherwise declared due and payable, or
         required to be prepaid or repurchased (other than by regularly
         scheduled required prepayment) prior to the stated maturity thereof;

                  (6) any holder or holders (or any Person acting on any such
         holder's behalf) of any Indebtedness in excess of $15 million in the
         aggregate of the Company or any Significant Subsidiary shall,
         subsequent to the occurrence of a default with respect to such
         Indebtedness, notify the Trustee of the intended sale or disposition of
         any assets of the Company or any Restricted Subsidiary that have been
         pledged to or for the benefit of such Person to secure such
         Indebtedness or shall commence proceedings, or take action to retain in
         satisfaction of any such Indebtedness, or to collect on, seize, dispose
         of or apply, any such assets of the Company or any Restricted
         Subsidiary pursuant to the terms of any agreement or instrument
         evidencing any such Indebtedness of the Company or any Restricted
         Subsidiary or in accordance with applicable law;

<PAGE>
                                       51



                  (7) one or more final judgments, orders or decrees of any
         court or regulatory agency shall be rendered against the Company or any
         Significant Subsidiary or their respective properties for the payment
         of money, either individually or in an aggregate amount, in excess of
         $15 million and either (i) an enforcement proceeding shall have been
         commenced by any creditor upon such judgment or order or (ii) there
         shall have been a period of 30 consecutive days during which a stay of
         enforcement of such judgment or order, by reason of a pending appeal or
         otherwise, was not in effect;

                  (8) the entry of a decree or order by a court having
         jurisdiction in the premises adjudging the Company or any Significant
         Subsidiary a bankrupt or insolvent, or approving as properly filed a
         petition seeking reorganization, arrangement, adjustment or composition
         of or in respect of the Company or any Significant Subsidiary under the
         Federal Bankruptcy Code or any other applicable federal or state law,
         or appointing a receiver, liquidator, assignee, trustee, sequestrator
         (or other similar official) of the Company or any Significant
         Subsidiary or of any substantial part of its property, or ordering the
         winding up or liquidation of its affairs, and the continuance of any
         such decree or order unstayed and in effect for a period of 60
         consecutive days; and

                  (9) the institution by the Company or any Significant
         Subsidiary of proceedings to be adjudicated a bankrupt or insolvent, or
         the consent by it to the institution of bankruptcy or insolvency
         proceedings against it, or the filing by it of a petition or answer or
         consent seeking reorganization or relief under the Federal Bankruptcy
         Code or any other applicable federal or state law, or the consent by it
         to the filing of any such petition or to the appointment of a receiver,
         liquidator, assignee, trustee, sequestrator (or other similar official)
         of the Company or any Significant Subsidiary or of any substantial part
         of its property, or the making by it of an assignment for the benefit
         of creditors, or the admission by it in writing of its inability to pay
         its debts generally as they become due.

                  SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND
ANNULMENT.

                  If an Event of Default (other than an Event of Default
specified in Section 501(8) or 501(9)) shall occur and be continuing, the
Trustee or the Holders of not less than 25% in aggregate principal amount of the
Securities then Outstanding, by written notice to the Company (and to the
Trustee if such notice is given by the Holders), may, and the Trustee upon the
written request of such Holders, shall declare the principal of, premium, if
any, and accrued interest on all of the Outstanding Securities immediately due
and payable, and upon any such declaration all such amounts payable in respect
of the Securities shall

<PAGE>
                                       52


become immediately due and payable. If an Event of Default specified in Section
501(8) or 501(9) occurs and is continuing, then the principal of, premium, if
any, and accrued interest on all of the Outstanding Securities shall IPSO FACTO
become and be immediately due and payable without any declaration or other act
on the part of either the Trustee or any Holder.

                  At any time after a declaration of acceleration hereunder, but
before a judgment or decree for payment of the money due has been obtained by
the Trustee, the Holders of a majority in aggregate principal amount of the
Outstanding Securities, by written notice to the Company and the Trustee, may
rescind such declaration and its consequences if

                  (1) the Company has paid or deposited with the Trustee a sum
         sufficient to pay,

                      (A) all overdue interest on all Outstanding Securities,

                      (B) all unpaid principal of and premium, if any, on any
                  Outstanding Securities that have become due otherwise than by
                  such declaration of acceleration, and interest thereon at the
                  rate borne by such Securities,

                      (C) to the extent that payment of such interest is lawful,
                  interest upon overdue interest and overdue principal at the
                  rate borne by such Securities, and

                      (D) all sums paid or advanced by the Trustee hereunder and
                  the reasonable compensation, expenses, disbursements and
                  advances of the Trustee, its agents and counsel; and

                  (2) all Events of Default, other than the non-payment of
         amounts of principal of, premium, if any, or interest on Securities
         that have become due solely by such declaration of acceleration, have
         been cured or waived as provided in Section 513.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

                  SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR
ENFORCEMENT BY TRUSTEE.

                  The Company covenants that if

<PAGE>
                                       53


                  (a) default is made in the payment of any installment of
         interest on any Security when such interest becomes due and payable and
         such default continues for a period of 30 days, or

                  (b) default is made in the payment of the principal of (or
         premium, if any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to the Trustee for the benefit
of the Holders of such Securities, the whole amount then due and payable on such
Securities for principal (and premium, if any) and interest, and interest on any
overdue principal (and premium, if any) and, to the extent that payment of such
interest shall be legally enforceable, upon any overdue installment of interest,
at the rate borne by the Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

                  If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon the Securities
and collect the moneys adjudged or decreed to be payable in the manner provided
by law out of the property of the Company or any other obligor upon the
Securities, wherever situated.

                  If an Event of Default occurs and is continuing, the Trustee
may in its discretion proceed to protect and enforce its rights and the rights
of the Holders by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in aid of
the exercise of any power granted herein, or to enforce any other proper remedy.

                  SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM.

                  In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal, premium, if any, or interest)
shall be entitled and empowered, by intervention in such proceeding or
otherwise,

<PAGE>
                                       54


                  (i) to file and prove a claim for the whole amount of
         principal (and premium, if any) and interest owing and unpaid in
         respect of the Securities and to file such other papers or documents
         and take such other actions, including participating as a member of any
         official creditors committee appointed in the matter as it may deem
         necessary or advisable in order to have the claims of the Trustee
         (including any claim for the reasonable compensation, expenses,
         disbursements and advances of the Trustee, its agents and counsel) and
         of the Holders allowed in such judicial proceeding, and

                  (ii) to collect and receive any moneys or other property
         payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 606.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

                  SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES.

                  All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name and as trustee of an express trust, and any recovery of judgment
shall, after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

                  SECTION 506. APPLICATION OF MONEY COLLECTED.

<PAGE>
                                       55


                  Any money collected by the Trustee pursuant to this Article
shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal
(or premium, if any) or interest, upon presentation of the Securities and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

                  FIRST: To the payment of all amounts due the Trustee under
         Section 606;

                  SECOND: To the payment of the amounts then due and unpaid for
         principal of (and premium, if any) and interest on the Securities in
         respect of which or for the benefit of which such money has been
         collected, ratably, without preference or priority of any kind,
         according to the amounts due and payable on such Securities for
         principal (and premium, if any) and interest, respectively; and

                  THIRD: The balance, if any, to the Person or Persons entitled
         thereto.

                  SECTION 507. LIMITATION ON SUITS.

                  No Holder of any Securities shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy hereunder,
unless

                  (1) such Holder has previously given written notice to the
         Trustee of a continuing Event of Default;

                  (2) the Holders of not less than 25% in principal amount of
         the Outstanding Securities shall have made written request to the
         Trustee to institute proceedings in respect of such Event of Default in
         its own name as Trustee hereunder;

                  (3) such Holder or Holders have offered to the Trustee
         reasonable indemnity against the costs, expenses and liabilities to be
         incurred in compliance with such request;

                  (4) the Trustee for 60 days after its receipt of such notice,
         request and offer of indemnity has failed to institute any such
         proceeding; and

                  (5) no direction inconsistent with such written request has
         been given to the Trustee during such 60-day period by the Holders of a
         majority or more in principal amount of the Outstanding Securities;

<PAGE>
                                       56


it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture to affect, disturb or prejudice the rights of any other Holders,
or to obtain or to seek to obtain priority or preference over any other Holders
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all the Holders.

                  SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE
PRINCIPAL, PREMIUM AND INTEREST.

                  Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment, as provided herein and in such Security of
the principal of (and premium, if any) and (subject to Section 309) interest on
such Security on the respective Stated Maturities expressed in such Security
(or, in the case of redemption, on the Redemption Date) and to institute suit
for the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.

                  SECTION 509. RESTORATION OF RIGHTS AND REMEDIES.

                  If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders shall
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

                  SECTION 510. RIGHTS AND REMEDIES CUMULATIVE.

                  Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities in the last
paragraph of Section 308, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

                  SECTION 511. DELAY OR OMISSION NOT WAIVER.

<PAGE>
                                       57


                  No delay or omission of the Trustee or of any Holder of any
Security to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the Holders,
as the case may be.

                  SECTION 512. CONTROL BY HOLDERS.

                  The Holders of not less than a majority in principal amount at
maturity of the Outstanding Securities shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, PROVIDED
that

                  (1) such direction shall not be in conflict with any rule of
         law or with this Indenture,

                  (2) the Trustee may take any other action deemed proper by the
         Trustee which is not inconsistent with such direction, and

                  (3) the Trustee need not take any action which might involve
         it in personal liability or be unjustly prejudicial to the Holders not
         consenting.

                  SECTION 513. WAIVER OF PAST DEFAULTS.

                  The Holders of not less than a majority in aggregate principal
amount at maturity of the Outstanding Securities may, on behalf of the Holders
of all the Securities, waive any past defaults hereunder, except a default

                  (1) in the payment of the principal of, premium, if any, or
         interest on any such Security, or

                  (2) in respect of a covenant or provision hereof which under
         Article Nine cannot be modified or amended without the consent of the
         Holder of each Outstanding Security.

                  Upon any such waiver, such default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon.

<PAGE>
                                       58


                  SECTION 514.  WAIVER OF STAY OR EXTENSION LAWS.

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

                                   ARTICLE SIX

                                   THE TRUSTEE

                  SECTION 601. NOTICE OF DEFAULTS.

                  Within 90 days after the occurrence of any Default or Event of
Default hereunder, the Trustee shall transmit in the manner and to the extent
provided in TIA Section 313(c), notice of such Default hereunder known to the
Trustee, unless such Default shall have been cured or waived; PROVIDED, HOWEVER,
that, except in the case of a Default in the payment of the principal of,
premium, if any, or interest on any Security, the Trustee shall be protected in
withholding such notice if a committee of its trust officers in good faith
determines that the withholding of such notice is in the interest of the
Holders; and PROVIDED FURTHER that in the case of any Default of the character
specified in Section 501(4) no such notice to Holders shall be given until at
least 30 days after the occurrence thereof.

                  SECTION 602. CERTAIN RIGHTS OF TRUSTEE.

                  Subject to the provisions of TIA Sections 315(a) through
315(d):

                  (1) the Trustee may conclusively rely and shall be fully
         protected in acting or refraining from acting upon any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         direction, consent, order, bond, debenture, note, other evidence of
         indebtedness or other paper or document believed by it to be genuine
         and to have been signed or presented by the proper party or parties;

                  (2) any request or direction of the Company mentioned herein
         shall be sufficiently evidenced by a Company Request or Company Order
         (unless other

<PAGE>
                                       59


         evidence in respect thereof is herein specifically prescribed) and any
         resolution of the Board of Directors may be sufficiently evidenced by a
         Board Resolution;

                  (3) whenever in the administration of this Indenture the
         Trustee shall deem it desirable that a matter be proved or established
         prior to taking, suffering or omitting any action hereunder, the
         Trustee (unless other evidence be herein specifically prescribed) shall
         be entitled to receive and may require and, in the absence of bad faith
         on its part, conclusively rely upon an Officers Certificate;

                  (4) the Trustee may consult with counsel and the written
         advice of such counsel or any Opinion of Counsel shall be full and
         complete authorization and protection in respect of any action taken,
         suffered or omitted by it hereunder in good faith and in reliance
         thereon;

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

                  (6) the Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, note, other evidence of indebtedness
         or other paper or document, but the Trustee, in its discretion, may
         make such further inquiry or investigation into such facts or matters
         as it may see fit, and, if the Trustee shall determine to make such
         further inquiry or investigation, it shall be entitled to examine the
         books, records and premises of the Company, personally or by agent or
         attorney;

                  (7) the Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents or attorneys and the Trustee shall not be responsible
         for any misconduct or negligence on the part of any agent or attorney
         appointed with due care by it hereunder;

                  (8) the Trustee shall not be liable for any action taken,
         suffered or omitted by it in good faith and believed by it to be
         authorized or within the discretion or rights or powers conferred upon
         it by this Indenture; and

                  (9) the Trustee shall not be deemed to have knowledge of any
         default, breach or Event of Default or other matter upon the occurrence
         of which it may be required to take action hereunder unless one of its
         Responsible Officers has actual knowledge thereof.


<PAGE>
                                       60


                  The Trustee shall not be required to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers if it
shall have reasonable grounds for believing that repayment of such funds or
indemnity satisfactory to it against such risk or liability is not reasonably
assured to it.

                  SECTION 603. TRUSTEE NOT RESPONSIBLE FOR RECITALS OR ISSUANCE
OF SECURITIES.

                  The recitals contained herein and in the Securities, except
for the Trustee's certificates of authentication, shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities, except that the Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Securities and perform its obligations hereunder and that the
statements made by it in any Statement of Eligibility on Form T-1 supplied to
the Company will be true and accurate, subject to the qualifications set forth
therein. The Trustee shall not be accountable for the use or application by the
Company of Securities or the proceeds thereof.

                  SECTION 604. MAY HOLD SECURITIES.

                  The Trustee, any Paying Agent, any Security Registrar or any
other agent of the Company or of the Trustee, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to TIA
Sections 310(b) and 311, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Paying Agent, Security Registrar or
such other agent.

                  SECTION 605. MONEY HELD IN TRUST.

                  Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed in writing with the Company.

                  SECTION 606. COMPENSATION AND REIMBURSEMENT.

                  The Company agrees:

                  (1) to pay to the Trustee from time to time reasonable
         compensation for all services rendered by it hereunder (which
         compensation shall not be limited by any provision of law in regard to
         the compensation of a trustee of an express trust);

<PAGE>
                                       61


                  (2) except as otherwise expressly provided herein, to
         reimburse the Trustee upon its request for all reasonable expenses,
         disbursements and advances incurred or made by the Trustee in
         accordance with any provision of this Indenture (including the
         reasonable compensation and the expenses and disbursements of its
         agents and counsel), except any such expense, disbursement or advance
         as may be attributable to its negligence or bad faith; and

                  (3) to indemnify the Trustee for, and to hold it harmless
         against, any loss, liability or expense incurred without negligence or
         bad faith on its part, arising out of or in connection with the
         acceptance or administration of this trust, including the costs and
         expenses of investigating or defending itself against any claim or
         liability in connection with the exercise or performance of any of its
         powers or duties hereunder.

                  The obligations of the Company under this Section to
compensate the Trustee, to pay or reimburse the Trustee for expenses,
disbursements and advances and to indemnify and hold harmless the Trustee shall
constitute additional indebtedness hereunder and shall survive the satisfaction
and discharge of this Indenture. As security for the performance of such
obligations of the Company, the Trustee shall have a claim prior to the
Securities upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the payment of principal of (and premium, if any)
or interest on particular Securities.

                  When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 501(8) or (9), the
expenses (including the reasonable charges and expenses of its counsel) of and
the compensation for such services are intended to constitute expenses of
administration under any applicable Federal or State bankruptcy, insolvency or
other similar foreign or domestic law; PROVIDED, HOWEVER, that to the extent
unpaid as such expenses, they shall be paid as provided in Section 506.

                  The provisions of this Section shall survive the termination
of this Indenture.

                  SECTION 607. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

                  There shall be at all times a Trustee hereunder which shall be
eligible to act as Trustee under TIA Section 310(a)(1) and shall have a combined
capital and surplus of at least $50,000,000. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of Federal, State, territorial or District of Columbia supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in

<PAGE>
                                       62


accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

                  SECTION 608. RESIGNATION AND REMOVAL; APPOINTMENT OF
SUCCESSOR.

                  (a) No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 609.

                  (b) The Trustee may resign at any time by giving written
notice thereof to the Company. If the instrument of acceptance by a successor
Trustee required by Section 609 shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor Trustee.

                  (c) The Trustee may be removed at any time by Act of the
Holders of not less than a majority in principal amount of the Outstanding
Securities, delivered to the Trustee and to the Company.

                  (d) If at any time:

                  (1) the Trustee shall fail to comply with the provisions of
         TIA Section 310(b) after written request therefor by the Company or by
         any Holder who has been a bona fide Holder of a Security for at least
         six months, or

                  (2) the Trustee shall cease to be eligible under Section 607
         and shall fail to resign after written request therefor by the Company
         or by any Holder who has been a bona fide Holder of a Security for at
         least six months, or

                  (3) the Trustee shall become incapable of acting or shall be
         adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
         property shall be appointed or any public officer shall take charge or
         control of the Trustee or of its property or affairs for the purpose of
         rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company, by a Board Resolution, may remove the
Trustee, or (ii) subject to TIA Section 315(e), any Holder who has been a bona
fide Holder of a Security for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor Trustee.

<PAGE>
                                       63


                  (e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, the Company, by a Board Resolution, shall promptly appoint a
successor Trustee. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment, become the successor Trustee and supersede the successor Trustee
appointed by the Company. If no successor Trustee shall have been so appointed
by the Company or the Holders and accepted appointment in the manner hereinafter
provided, any Holder who has been a bona fide Holder of a Security for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee.

                  (f) The Company shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor Trustee to the
Holders of Securities in the manner provided for in Section 106. Each notice
shall include the name of the successor Trustee and the address of its Corporate
Trust Office.

                  SECTION 609. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

                  Every successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on request of the
Company or the successor Trustee, such retiring Trustee shall, upon payment of
its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder. Upon request of any such successor
Trustee, the Company shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor Trustee all such rights,
powers and trusts.

                  No successor Trustee shall accept its appointment unless at
the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article.

                  SECTION 610. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION
TO BUSINESS.

                  Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or

<PAGE>
                                       64


consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities. In case
at that time any of the Securities shall not have been authenticated, any
successor Trustee may authenticate such Securities either in the name of any
predecessor hereunder or in the name of the successor Trustee. In all such cases
such certificates shall have the full force and effect which this Indenture
provides for the certificate of authentication of the Trustee shall have;
PROVIDED, HOWEVER, that the right to adopt the certificate of authentication of
any predecessor Trustee or to authenticate Securities in the name of any
predecessor Trustee shall apply only to its successor or successors by merger,
conversion or consolidation.


                                  ARTICLE SEVEN

                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

                  SECTION 701. DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS.

                  Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that none of the Company or the Trustee
or any agent of either of them shall be held accountable by reason of the
disclosure of any information as to the names and addresses of the Holders in
accordance with TIA Section 312, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under TIA Section
312(b).

                  SECTION 702. REPORTS BY TRUSTEE.

                  Within 60 days after May 15 of each year commencing with the
first May 15 after the first issuance of Securities, the Trustee shall transmit
to the Holders, in the manner and to the extent provided in TIA Section 313(c),
a brief report dated as of such May 15 if required by TIA Section 313(a).


                                  ARTICLE EIGHT


<PAGE>
                                       65


              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

                  SECTION 801. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN
TERMS.

                  The Company shall not, in a single transaction or through a
series of related transactions, consolidate with or merge with or into any other
Person or sell, assign, convey, transfer, lease or otherwise dispose of all or
substantially all of its properties and assets substantially as an entirety to
any other Person or Persons, and the Company will not permit any Restricted
Subsidiary to enter into any such transaction or series of transactions if such
transaction or series of transactions, in the aggregate, would result in the
sale, assignment, conveyance, transfer, lease or other disposition of all or
substantially all of the properties and assets of the Company and its Restricted
Subsidiaries on a consolidated basis to any Person or Persons, unless:

                  (1) either (i) the Company shall be the surviving corporation
         or (ii) the Person (if other than the Company) formed by such
         consolidation or into which the Company or the Company and its
         Restricted Subsidiaries is merged or the Person which acquires by sale,
         conveyance, transfer, lease or other disposition, all or substantially
         all of the properties and assets of the Company or the Company and its
         Restricted Subsidiaries, as the case may be, (the "Surviving Entity")
         (x) shall be a corporation organized and validly existing under the
         laws of the United States of America, any state thereof or the District
         of Columbia and (y) shall expressly assume, by an indenture
         supplemental to this Indenture executed and delivered to the Trustee,
         in form satisfactory to the Trustee, the Company's obligations for the
         due and punctual payment of the principal of (or premium, if any, on)
         and interest on all the Securities and the performance and observance
         of every covenant of this Indenture on the part of the Company to be
         performed or observed;

                   (2) immediately before and after giving effect to such
         transaction or series of transactions on a PRO FORMA basis (and
         treating any obligation of the Company or any Restricted Subsidiary in
         connection with or as a result of such transaction as having been
         incurred at the time of such transaction), no Default or Event of
         Default shall have occurred and be continuing;

                  (3) immediately after giving effect to such transaction or
         series of transactions on a PRO FORMA basis (on the assumption that the
         transaction or series of transactions occurred on the first day of the
         latest fiscal quarter for which consolidated financial statements of
         the Company are available prior to the consummation of such transaction
         or series of transactions with the appropriate adjustments with respect
         to the transaction or series of transactions being included in such PRO
         FORMA calculation), the ratio of Total Consolidated Indebtedness to
         Annualized Pro Forma Consolidated

<PAGE>
                                       66


         Operating Cash Flow of the Company (or the Surviving Entity if the
         Company is not the continuing obligor under this Indenture) would be
         less than or equal to such ratio of the Company immediately before such
         transaction;

                  (4) if any of the property or assets of the Company or any of
         its Restricted Subsidiaries would thereupon become subject to any Lien,
         the provisions of Section 1014 are complied with; and

                  (5) the Company or the Surviving Entity shall have delivered
         to the Trustee an Officers' Certificate and an opinion of counsel, each
         stating that such consolidation, merger, sale, assignment, conveyance,
         transfer, lease or other disposition and such supplemental indenture
         comply with the terms of this Indenture.

                  SECTION 802.  SUCCESSOR SUBSTITUTED.

                  Upon any consolidation or merger, or any sale, assignment,
conveyance, transfer, lease or disposition of all or substantially all of the
properties and assets of the Company in accordance with Section 801 in which the
Company is not the continuing obligor under this Indenture, the Surviving Entity
shall succeed to, and be substituted for, and may exercise every right and power
of, the Company under this Indenture with the same effect as if such successor
had been named as the Company herein. When a successor assumes all the
obligations of its predecessor under this Indenture and the Securities, the
predecessor shall be released from those obligations; PROVIDED that in the case
of a transfer by lease, the predecessor shall not be released from the payment
of principal and interest on the Securities.

                  SECTION 803. SECURITIES TO BE SECURED IN CERTAIN EVENTS.

                  If, upon any such consolidation of the Company with or merger
of the Company into any other corporation, or upon any conveyance, lease or
transfer of the property of the Company substantially as an entirety to any
other Person, any property or assets of the Company would thereupon become
subject to any Lien, then unless such Lien could be created pursuant to Section
1014 without equally and ratably securing the Securities, the Company, prior to
or simultaneously with such consolidation, merger, conveyance, lease or
transfer, will as to such property or assets, secure the Securities Outstanding
(together with, if the Company shall so determine any other Indebtedness of the
Company now existing or hereinafter created which is not subordinate in right of
payment to the Securities) equally and ratably with (or prior to) the
Indebtedness which upon such consolidation, merger, conveyance, lease or
transfer is to become secured as to such property or assets by such Lien, or
will cause such Securities to be so secured; PROVIDED that, for the purpose of
providing such equal and ratable security, the principal amount of the
Securities shall mean that amount which would at the time of making such
effective provision be due and payable pursuant to

<PAGE>
                                       67


Section 502 upon a declaration of acceleration of the Maturity thereof, and the
extent of such equal and ratable security shall be adjusted, to the extent
permitted by law, as and when said amount changes over time as provided in
Section 502.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

                  SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
HOLDERS.

                  Without the consent of any Holders, the Company, when
authorized by a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

                  (1) to evidence the succession of another Person to the
         Company and the assumption by any such successor of the covenants of
         the Company contained herein and in the Securities; or

                  (2) to add to the covenants of the Company for the benefit of
         the Holders or to surrender any right or power herein conferred upon
         the Company; or

                  (3) to add any additional Events of Default; or

                  (4) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee pursuant to the requirements of
         Section 609; or

                  (5) to cure any ambiguity, to correct or supplement any
         provision herein which may be inconsistent with any other provision
         herein, or to make any other provisions with respect to matters or
         questions arising under this Indenture; PROVIDED that such action shall
         not adversely affect the interests of the Holders in any material
         respect; or

                  (6) to secure the Securities pursuant to the requirements of
         Section 1014 or otherwise; or

                  (7) to qualify, or maintain the qualification of, this
         Indenture under the TIA.

<PAGE>
                                       68


                  SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

                  With the consent of the Holders of not less than a majority in
aggregate principal amount at maturity of the Outstanding Securities, by Act of
said Holders delivered to the Company and the Trustee, the Company, when
authorized by a Board Resolution, and the Trustee may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of modifying in any manner the rights of the Holders under this Indenture;
PROVIDED, HOWEVER, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Security affected thereby:

                  (1) change the Stated Maturity of the principal of, or any
         installment of interest on, any Security, or reduce the Accreted Value
         thereof or the rate of interest thereon or any premium payable upon the
         redemption thereof, or change the coin or currency in which any
         Security or any premium or the interest thereon is payable, or impair
         the right to institute suit for the enforcement of any such payment
         after the Stated Maturity thereof (or, in the case of redemption, on or
         after the Redemption Date), or

                  (2) reduce the percentage in principal amount at maturity of
         the Outstanding Securities, the consent of whose Holders is required
         for any such supplemental indenture, or the consent of whose Holders is
         required for any waiver of compliance with certain provisions of this
         Indenture or certain defaults hereunder and their consequences provided
         for in this Indenture, or

                  (3) modify any of the provisions of this Section, Section 1021
         or Article Five, except to increase the percentage of Outstanding
         Securities required for such actions or to provide that certain other
         provisions of this Indenture cannot be modified or waived without the
         consent of the Holder of each Outstanding Security, or

                  (4) amend, change or modify the redemption provisions of this
         Indenture or the Securities or the obligation of the Company to make
         and consummate a Change of Control Offer in the event of a Change of
         Control or make and consummate an Excess Proceeds Offer with respect to
         any Asset Sale or modify any of the provisions or definitions with
         respect thereto.

                  It shall not be necessary for any Act of Holders under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof.

                  SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES.

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                                       69


                  In executing, or accepting the additional trusts created by,
any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, and shall be fully protected in relying upon, an Opinion of Counsel
stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which adversely affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise.

                  SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES.

                  Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and
every Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.

                  SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT.

                  Every supplemental indenture executed pursuant to the Article
shall conform to the requirements of the Trust Indenture Act as then in effect.

                  SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL
INDENTURES.

                  Securities authenticated and delivered after the execution of
any supplemental indenture pursuant to this Article may, and shall if required
by the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities so modified as to conform, in the opinion of the Trustee and the
Company, to any such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities. Failure to make the appropriate notation or to issue a
new Security shall not affect the validity of such amendment.

                  SECTION 907. NOTICE OF SUPPLEMENTAL INDENTURES.

                  Promptly after the execution by the Company and the Trustee of
any supplemental indenture pursuant to the provisions of Section 902, the
Company shall give notice thereof to the Holders of each Outstanding Security
affected, in the manner provided for in Section 106, setting forth in general
terms the substance of such supplemental indenture. Failure to provide such
notice shall not affect the validity of such amendment.

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                                       70


                                   ARTICLE TEN

                                    COVENANTS

                  SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND
INTEREST.

                  The Company covenants and agrees for the benefit of the
Holders that it will duly and punctually pay the principal of (and premium, if
any) and interest on the Securities in accordance with the terms of the
Securities and this Indenture.

                  SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY.

                  The Company will maintain in The City of New York, an office
or agency where Securities may be presented or surrendered for payment, where
Securities may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The office of Bankers Trust Company at Four Albany
Street, New York, New York 10006 shall be such office or agency of the Company,
unless the Company shall designate and maintain some other office or agency for
one or more of such purposes. The Company will give prompt written notice to the
Trustee of any change in the location of any such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.

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

                  SECTION 1003. MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST.

                  If the Company shall at any time act as its own Paying Agent,
it will, on or before each due date of the principal of (or premium, if any) or
interest on any of the Securities, segregate and hold in trust for the benefit
of the Persons entitled thereto a sum sufficient to pay the principal of (or
premium, if any) or interest so becoming due until such

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                                       71


sums shall be paid to such Persons or otherwise disposed of as herein provided
and will promptly notify the Trustee of its action or failure so to act.

                  Whenever the Company shall have one or more Paying Agents for
the Securities, it will, on or before 10:00 a.m. (New York City time) on each
due date of the principal of (or premium, if any) or interest on any Securities,
deposit with a Paying Agent a sum sufficient to pay the principal (and premium,
if any) or interest so becoming due, such sum to be held in trust for the
benefit of the Persons entitled to such principal, premium or interest, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of such action or any failure so to act.

                  The Company will cause each Paying Agent (other than the
Trustee) to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee, subject to the provisions of this
Section, that such Paying Agent will:

                  (1) hold all sums held by it for the payment of the principal
         of (and premium, if any) or interest on Securities in trust for the
         benefit of the Persons entitled thereto until such sums shall be paid
         to such Persons or otherwise disposed of as herein provided;

                  (2) give the Trustee notice of any default by the Company (or
         any other obligor upon the Securities) in the making of any payment of
         principal (and premium, if any) or interest; and

                  (3) at any time during the continuance of any such default,
         upon the written request of the Trustee, forthwith pay to the Trustee
         all sums so held in trust by such Paying Agent.

                  The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such sums.

                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of (or
premium, if any) or interest on any Security and remaining unclaimed for two
years after such principal, premium or interest has become due and payable shall
be paid to the Company on Company Request, or (if then held by the Company)
shall be discharged from such trust; and the Holder of such Security

<PAGE>
                                       72


shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; PROVIDED, HOWEVER, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in the Borough of Manhattan, The City of New York, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.

                  SECTION 1004. CORPORATE EXISTENCE.

                  Subject to Article Eight, the Company will do or cause to be
done all things necessary to preserve and keep in full force and effect the
corporate existence, rights (charter and statutory) and franchises of the
Company and each Subsidiary; PROVIDED, HOWEVER, that the Company shall not be
required to preserve any such right or franchise if the Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and its Subsidiaries as a whole and that the loss
thereof is not disadvantageous in any material respect to the Holders.

                  SECTION 1005. PAYMENT OF TAXES AND OTHER CLAIMS.

                  The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (a) all taxes, assessments
and governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary and (b)
all lawful claims for labor, materials and supplies, which, if unpaid, might by
law become a Lien upon the property of the Company or any Subsidiary; PROVIDED,
HOWEVER, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

                  SECTION 1006. MAINTENANCE OF PROPERTIES.

                  The Company will cause all properties owned by the Company or
any Subsidiary or used or held for use in the conduct of its business or the
business of any Subsidiary to be maintained and kept in good condition, repair
and working order and supplied with all necessary equipment and will cause to be
made all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company may be necessary so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times; PROVIDED, HOWEVER, that nothing in this

<PAGE>
                                       73


Section shall prevent the Company from discontinuing the maintenance of any of
such properties if such discontinuance is, in the judgment of the Company,
desirable in the conduct of its business or the business of any Subsidiary and
not disadvantageous in any material respect to the Holders.

                  SECTION 1007. INSURANCE.

                  The Company will at all times keep all of its and its
Subsidiaries properties which are of an insurable nature insured with insurers,
believed by the Company to be responsible, against loss or damage to the extent
that property of similar character is usually so insured by corporations
similarly situated and owning like properties.

                  SECTION 1008. STATEMENT BY OFFICERS AS TO DEFAULT.

                  (a) The Company will deliver to the Trustee, within 120 days
after the end of each fiscal year and within 45 days after the end of each
fiscal quarter (other than the last fiscal quarter of a year), a brief
certificate from the principal executive officer, principal financial officer or
principal accounting officer as to his or her knowledge of the Company's
compliance with all conditions and covenants under this Indenture. For purposes
of this Section 1008(a), such compliance shall be determined without regard to
any period of grace or requirement of notice under this Indenture.

                  (b) When any Default has occurred and is continuing under this
Indenture, or if the trustee for or the holder of any other evidence of
Indebtedness of the Company or any Subsidiary gives any notice or takes any
other action with respect to a claimed default (other than with respect to
Indebtedness in the principal amount of less than $5,000,000), the Company shall
deliver to the Trustee by registered or certified mail or by telegram, telex or
facsimile transmission an officers certificate specifying such event, notice or
other action within five Business Days of its occurrence.

                  SECTION 1009. PROVISION OF FINANCIAL STATEMENTS AND REPORTS.

                  (a) Whether or not the Company is subject to Section 13(a) or
15(d) of the Exchange Act, or any successor provision thereto, the Company shall
file with the Commission (if permitted by Commission practice and applicable law
and regulations) the annual reports, quarterly reports and other documents which
are required to be filed with the Commission pursuant to such Section 13(a) or
15(d) or any successor provision thereto, such documents to be filed with the
Commission on or prior to the respective dates (the "Required Filing Dates")
required by such Section 13(a) or 15(d) of the Exchange Act regardless of
whether the Company is required to file such documents. The Company shall also
in any event (a) within 15 days of each Required Filing Date (whether or not
permitted or required to

<PAGE>
                                       74


be filed with the Commission (i) transmit (or cause to be transmitted) by mail
to all holders of Securities, as their names and addresses appear in the
applicable Security Register, without cost to such holders, and (ii) file with
the Trustee copies of the annual reports, quarterly reports and other documents
which the Company is required to file with the Commission pursuant to the
preceding sentence, or, if such filing is not so permitted, information and data
of a similar nature, and (b) if, notwithstanding the preceding sentence, filing
such documents by the Company with the Commission is not permitted by Commission
practice or applicable law or regulations, promptly upon written request supply
copies of such documents to any holder of Securities.

                  (b) The Company will disclose the current and accumulated
earnings and profits, if any, for any fiscal year in its annual report on form
10K so long as it is required to file such reports. Thereafter, the Company will
provide such information separately to the Holders who so request by written
notice to the Company.

                  SECTION 1010. LIMITATION ON ADDITIONAL INDEBTEDNESS.

                  (a) The Company will not, and will not permit any Restricted
Subsidiary, directly or indirectly, to incur, contingently or otherwise, any
Indebtedness, except for Permitted Indebtedness; PROVIDED that the Company will
be permitted to incur Indebtedness if after giving pro forma effect to such
incurrence (including the application of the net proceeds therefrom), the ratio
of (x) Total Consolidated Indebtedness outstanding as of the date of such
incurrence to (y) Annualized Pro Forma Consolidated Operating Cash Flow would be
greater than zero and less than or equal to 6 to 1.

                  (b) The Company will not incur any Subordinated Indebtedness
unless such Indebtedness by its terms expressly prohibits the payment by the
Company of any assets or securities (including Common Stock) to the holders of
such Subordinated Indebtedness prior to the payment in full of the Securities in
the event of a bankruptcy or reorganization.

                  SECTION 1011. LIMITATION ON RESTRICTED PAYMENTS.

                  (a) The Company will not take, and will not permit any
Restricted Subsidiary to, directly or indirectly, take any of the following
actions:

                  (i) declare or pay any dividend or any other distribution on
         Capital Stock of the Company or any payment made to the direct or
         indirect holders (in their capacities as such) of Capital Stock of the
         Company (other than dividends or distributions payable solely in
         Capital Stock (other than Redeemable Capital Stock) of the Company);

<PAGE>

                                       75


                  (ii) purchase, redeem or otherwise acquire or retire for value
         any Capital Stock of the Company (other than any such Capital Stock
         owned by the Company or a Restricted Subsidiary) or any Affiliate of
         the Company (other than any Restricted Subsidiary);

                  (iii) make any principal payment on, or repurchase, redeem,
         defease or otherwise acquire or retire for value, prior to any
         scheduled principal payment, sinking fund payment or maturity, any
         Subordinated Indebtedness of the Company (other than any Subordinated
         Indebtedness held by a Restricted Subsidiary);

                  (iv) make any Investment (other than a Permitted Investment)
         in any Person (other than an Investment by the Company or a Restricted
         Subsidiary in either (1) a Restricted Subsidiary or the Company or (2)
         a Person that becomes a Restricted Subsidiary as a result of such
         Investment);

                  (v) create or assume any guarantee of Indebtedness of any
         Affiliate of the Company (other than guarantees of any Indebtedness of
         any Restricted Subsidiary by the Company or any Restricted Subsidiary);
         or

                  (vi) declare or pay any dividend or any other distribution on
         any Capital Stock of any Restricted Subsidiary to any Person (other
         than (1) dividends or distributions paid to the Company or a Restricted
         Subsidiary or (2) PRO RATA dividends or distributions on Common Stock
         of Restricted Subsidiaries held by minority stockholders, provided that
         such dividends or distributions do not in the aggregate exceed the
         minority stockholders' PRO RATA share of such Restricted Subsidiaries'
         net income from the first day of the fiscal quarter beginning
         immediately following the Issue Date);

(such payments or other actions described in (but not excluded from) clauses (i)
through (vi) are collectively referred to as "Restricted Payments"), unless at
the time of, and immediately after giving effect to, the proposed Restricted
Payment (1) no Default or Event of Default shall have occurred and be
continuing, (2) the Company would be able to incur at least $1.00 of additional
Indebtedness (other than Permitted Indebtedness) under the proviso of Section
1010; and (3) the aggregate amount of all Restricted Payments declared or made
after the Issue Date would not exceed an amount equal to the sum of:

                  (A) the difference between (x) the Cumulative Available Cash
         Flow determined at the time of such Restricted Payment and (y) the
         product of (I) 1.5 and (II) the cumulative Consolidated Interest
         Expense of the Company determined for the period commencing on the
         Issue Date and ending on the last day of the latest fiscal quarter for
         which consolidated financial statements of the Company are available
         preceding the


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                                       76


         date of such Restricted Payment (or if such difference shall be a
         negative number, minus 100% of such number), PLUS (B) the aggregate Net
         Cash Proceeds received by the Company from the issue or sale (other
         than to a Restricted Subsidiary) of Capital Stock of the Company (other
         than Redeemable Capital Stock) on or after the Issue Date, excluding
         any Net Cash Proceeds that are, promptly following receipt, invested in
         accordance with clause (ii), (iii) or (v) of clause (b) hereof and
         except to the extent such Net Cash Proceeds are used to incur
         Indebtedness pursuant to clause (i) of the definition of Permitted
         Indebtedness, PLUS (C) the aggregate Net Cash Proceeds received by the
         Company on or after the Issue Date from the issuance or sale (other
         than to a Restricted Subsidiary) of debt securities or Redeemable
         Capital Stock of the Company that have been converted into or exchanged
         for Capital Stock (other than Redeemable Capital Stock) of the Company
         to the extent such securities were originally sold for cash, together
         with the aggregate net cash proceeds received by the Company (other
         than from a Restricted Subsidiary) at the time of such conversion or
         exchange, plus (D) in the case of the disposition or repayment of any
         Investment (other than through share leasing arrangements) constituting
         a Restricted Payment made after the Issue Date (other than in the case
         contemplated by clause (E) hereof) an amount equal to the lesser of the
         return of capital with respect to such Investment and the cost of such
         Investment, in either case, less the cost of the disposition of such
         Investment, plus (E) in the case of Investments (other than through
         share leasing arrangements) made in any Person other than a Restricted
         Subsidiary, an amount equal to the lesser of the Fair Market Value of
         such Investment and the total amount of such Investments constituting
         Restricted Payments if and when such Person becomes a Restricted
         Subsidiary less any amounts previously credited pursuant to clause (D).

                  For purposes of determining the amount expended for Restricted
Payments, cash distributed shall be valued at the face amount thereof and
property other than cash shall be valued at its Fair Market Value.

                  (b) The provisions of this covenant shall not prohibit, so
long as, with respect to clauses (ii) through (ix) below, no Default or Event of
Default shall have occurred and be continuing (i) the payment of any dividend or
other distribution within 60 days after the date of declaration thereof if at
such date of declaration such payment complied with the provisions of this
Indenture; (ii) the purchase, redemption, retirement or other acquisition of any
shares of Capital Stock of the Company in exchange for, or out of the net cash
proceeds of the substantially concurrent issue and sale (other than to a
Restricted Subsidiary) of, shares of Capital Stock of the Company (other than
Redeemable Capital Stock); (iii) the purchase, redemption, retirement,
defeasance or other acquisition of Subordinated Indebtedness made by exchange
for, or out of the net cash proceeds of, a substantially concurrent issue or
sale (other than to a Restricted Subsidiary) of (1) Capital Stock (other than
Redeemable Capital Stock) of the Company or (2) other Subordinated Indebtedness
so long as (A) the principal amount of


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                                       77


such new Indebtedness does not exceed the principal amount (or, if such
Subordinated Indebtedness being refinanced provides for an amount less than the
principal amount thereof to be due and payable upon a declaration of
acceleration thereof, such lesser amount as of the date of determination) of the
Subordinated Indebtedness being so purchased, redeemed, defeased, acquired or
retired, PLUS the lesser of the amount of any premium required to be paid in
connection with such refinancing pursuant to the terms of the Subordinated
Indebtedness being refinanced or the amount of any premium reasonably determined
by the Company as necessary to accomplish such refinancing, plus, in either
case, the amount of expenses of the Company incurred in connection with such
refinancing, (B) such new Subordinated Indebtedness is subordinated to the
Securities to the same extent as such Subordinated Indebtedness so purchased,
redeemed, defeased, acquired or retired and (C) such new Subordinated
Indebtedness has an Average Life longer than the Average Life of the Securities
and a final Stated Maturity of principal later than the Stated Maturity of
principal of the Securities; (iv) the extension by the Company and the
Restricted Subsidiaries of trade credit to Unrestricted Subsidiaries,
represented by accounts receivable, extended on usual and customary terms in the
ordinary course of business; (v) Investments (other than through share leasing
arrangements) in any Person promptly made with the proceeds of a substantially
concurrent issue or sale of Capital Stock (other than Redeemable Capital Stock)
of the Company; (vi) payments made pursuant to the Shareholder Registration
Rights Agreement; (vii) the payment of reasonable and customary regular
compensation and fees to directors of the Company or any Restricted Subsidiary
who are not employees of the Company or any Restricted Subsidiary; (viii) any
"Restricted Payment" as defined in and permitted by the PCI Indenture made by
PCI or any Subsidiary thereof in accordance with the terms of the PCI Indenture
and (ix) any other Restricted Payments in an aggregate amount not to exceed $1.0
million (or, if non-U.S. Dollar denominated, the U.S. Dollar Equivalent thereof)
at any one time outstanding.

                  In determining the amount of Restricted Payments permissible
under this covenant, amounts expended pursuant to clauses (i), (vi), (vii),
(viii) and (ix) above shall be included as Restricted Payments.

                  SECTION 1012.  LIMITATION ON ISSUANCES AND SALES OF CAPITAL
STOCK OF RESTRICTED SUBSIDIARIES.

                  (a) The Company will not and will not permit any Restricted
Subsidiary to issue or sell any shares of Capital Stock of a Restricted
Subsidiary (other than to the Company or a Restricted Subsidiary); PROVIDED,
HOWEVER, that this covenant shall not prohibit (i) the issuance and sale of all,
but not less than all, of the issued and outstanding Capital Stock of any
Restricted Subsidiary in compliance with the other provisions of this Indenture,
(ii) issuances or sales of Common Stock of a Restricted Subsidiary if (x) the
proceeds of such issuance or sale are applied in accordance with Section 1017
and (y) immediately after giving


<PAGE>


                                       78

effect thereto, the Company and its other Restricted Subsidiaries own no less
than 51% of the outstanding Voting Stock of such Restricted Subsidiary, (iii)
issuances or sales of Capital Stock of Restricted Subsidiaries that are
subsidiaries of PCI that are permitted by the terms of the PCI Indenture or (iv)
the ownership by directors of directors' qualifying shares or the ownership by
foreign nationals of Capital Stock of any Restricted Subsidiary, to the extent
mandated by applicable law.

                  (b) The Company will not permit the direct or indirect
ownership of the Company or any Restricted Subsidiary in the Capital Stock of
any Management Company to fall below the lesser of (i) the maximum ownership
percentage permitted by applicable law and (ii) 51% of the outstanding Capital
Stock of such Management Company, PROVIDED that any increase in such ownership
of the Capital Stock of any Management Company required by any change in
applicable law shall not be required to be completed prior to 365 days from the
effective date of such change in applicable law, PROVIDED FURTHER that the
Company and the Restricted Subsidiaries may sell all, but not less than all, of
their Capital Stock of any Management Company in accordance with the provisions
of Section 1017.

                  SECTION 1013.  LIMITATION ON TRANSACTIONS WITH AFFILIATES.

                  (a) The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, enter into or suffer to exist any
transaction or series of related transactions (including, without limitation,
the sale, purchase, exchange or lease of assets, property or services) with, or
for the benefit of, any Affiliate of the Company (other than the Company or a
Restricted Subsidiary and after the Old Notes are no longer outstanding, a
Majority Owned Restricted Subsidiary) unless (i) such transaction or series of
related transactions is on terms that are no less favorable to the Company or
such Restricted Subsidiary, as the case may be, than those that could have been
obtained in an arm's-length transaction with unrelated third parties who are not
Affiliates, (ii) with respect to any transaction or series of related
transactions involving aggregate consideration equal to or greater than $10
million, the Company shall have delivered an officers' certificate to the
Trustee certifying that such transaction or series of related transactions
complies with clause (i) above and such transaction or series of related
transactions has been approved by a majority of the Directors of the Board of
Directors, or the Company has obtained a written opinion from a nationally
recognized investment banking firm to the effect that such transaction or series
of related transactions is fair to the Company or such Restricted Subsidiary, as
the case may be, from a financial point of view (or if an investment banking
firm is generally not qualified to give such an opinion, by a nationally
recognized appraisal firm or accounting firm) and (iii) with respect to any
transaction or series of related transactions including aggregate consideration
in excess of $20 million, the Company shall have delivered an officers'
certificate to the Trustee certifying that such transaction or series of related
transactions complies with clause (i) above and such transaction or series of
related


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                                       79


transactions has been approved by a majority of the Disinterested Directors of
the Board of Directors (assuming that at least two such Directors exist), or in
the event that at least two members of the Board of Directors are not
Disinterested Directors with respect to any transaction or series of
transactions included in this clause (iii), the Company shall obtain an opinion
from a nationally recognized investment banking firm (or if an investment
banking firm is generally not qualified to give such an opinion, by a nationally
recognized appraisal firm or accounting firm) as described above; PROVIDED,
HOWEVER, that this provision will not restrict (1) any transaction by the
Company or any Restricted Subsidiary with an Affiliate directly related to the
purchase, sale or distribution of products in the ordinary course of business,
including, without limitation, transactions related to the purchase, sale or
distribution of programming, subscriber management services, transmission
services and services related to the publication of programming guides, (2) the
Company from paying reasonable and customary regular compensation and fees to
directors of the Company or any Restricted Subsidiary who are not employees of
the Company or any Restricted Subsidiary, including, without limitation, any
such fees which the Company has agreed to pay to any director pursuant to an
agreement in effect on the Issue Date and listed on Schedule A to this
Indenture, (3) the payment of compensation (including stock options and other
incentive compensation) to officers and other employees the terms of which are
approved by the Board of Directors, (4) any transactions pursuant to a
Management Agreement, (5) the Company or any Restricted Subsidiary from making
any Restricted Payment in compliance with Section 1011, (6) (x) transactions
pursuant to any Management Contract, Overhead Agreement or Service Agreement
that is entered into prior to the Issue Date and is listed in Schedule A to this
Indenture; or (y) transactions pursuant to any Organizational Contract, Overhead
Agreement or Service Agreement that is entered into after the Issue Date and has
substantially identical terms as, and is no less favorable to the Company or any
Restricted Subsidiary than, the Organizational Contracts, Overhead Agreements or
Service Agreements, as the case may be, listed in Schedule A to this Indenture,
or (7) amendments, modifications or alterations of Management Agreements,
Organizational Contracts, Overhead Agreements and Service Agreements under (b)
below.

                  (b) The Company will not, and will not permit any Restricted
Subsidiary to, amend, modify, or in any way alter the terms of any Management
Agreement, Organizational Contract, Overhead Agreement or Service Agreement in a
manner materially adverse to the Company other than (i) by adding new Restricted
Subsidiaries to a Management Agreement, (ii) substituting one Restricted
Subsidiary in place of another Restricted Subsidiary under a Organizational
Contract, (iii) amendments, modifications or alterations required by applicable
law, (iv) amendments, modifications or alterations made to increase the
Company's control over, or interest in, any Management Company or (v)
amendments, modifications or alterations that are approved by a majority of the
Disinterested Directors of the Board of Directors of the Company as not
materially adverse to the Company.


<PAGE>

                                       80

                  SECTION 1014.  LIMITATION ON LIENS.

                  The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist
any Lien of any kind, except for Permitted Liens, on or with respect to any of
its property or assets, whether owned at the date of this Indenture or
thereafter acquired, or any income, profits or proceeds therefrom, or assign or
otherwise convey any right to receive income thereon, unless (x) in the case of
any Lien securing Subordinated Indebtedness, the Securities are secured by a
Lien on such property, assets or proceeds that is senior in priority to such
Lien and (y) in the case of any other Lien, the Securities are equally and
ratably secured.

                  SECTION 1015.  LIMITATION ON ISSUANCES OF GUARANTEES OF
INDEBTEDNESS BY SUBSIDIARIES.

                  (a) The Company will not permit any Restricted Subsidiary,
directly or indirectly, to guarantee, assume or in any other manner become
liable with respect to any Indebtedness of the Company unless such Restricted
Subsidiary simultaneously executes and delivers a supplemental indenture
providing for the guarantee of payment of the Securities by such Restricted
Subsidiary on a basis senior to any guarantee of Subordinated Indebtedness or at
least PARI PASSU with any guarantee of Pari Passu Indebtedness; PROVIDED that
this paragraph (a) shall not be applicable to (i) any guarantee of any
Restricted Subsidiary that existed at the time such Person became a Restricted
Subsidiary or (ii) any guarantee of any Restricted Subsidiary of Senior Bank
Indebtedness.

                  (b) Notwithstanding the foregoing, any guarantee of the
Securities created pursuant to the provisions described in the foregoing
paragraph (a) shall provide by its terms that it shall be automatically and
unconditionally released and discharged upon (i) any sale, exchange or transfer,
to any Person who is not an Affiliate of the Company, of all of the Company's
Capital Stock in, or all or substantially all the assets of, such Restricted
Subsidiary (which sale, exchange or transfer is not prohibited by this
Indenture) (ii) the occurrence of any default or breach of any covenant or
agreement under any Indebtedness of the Company arising as a result of the
creation of such guarantee or (iii) the release by the holders of the
Indebtedness of the Company described in the preceding paragraph of their
guarantee by such Restricted Subsidiary (including any deemed release upon
payment in full of all obligations under such Indebtedness, except by or as a
result of payment under such guarantee), at a time when (A) no other
Indebtedness of the Company has been guaranteed by such Restricted Subsidiary or
(B) the holders of all such other Indebtedness which is guaranteed by such
Restricted Subsidiary also release their guarantee by such Restricted Subsidiary
(including any deemed release upon payment in full of all obligations under such
Indebtedness). In the event that clause (ii) of this paragraph (b) shall apply
immediately after


<PAGE>

                                       81

the creation of such guarantee under paragraph (a) above, then such guarantee
need not be created.

                  SECTION 1016. PURCHASE OF SECURITIES UPON A CHANGE OF CONTROL.

                  If a Change of Control shall occur at any time, then each
holder of Securities shall have the right to require that the Company purchase
such holder's Securities, in whole or in part in integral multiples of $1,000
principal amount at maturity, at a purchase price (the "Change of Control
Purchase Price") in cash in an amount equal to 101% of the Accreted Value of the
Securities plus accrued and unpaid interest, if any, to the date of purchase
(the "Change of Control Purchase Date"), pursuant to the offer described below
(the "Change of Control Offer") and the other procedures set forth in this
Indenture.

                  Within 30 days following any Change of Control, the Company
shall notify the Trustee thereof and give written notice of such Change of
Control to each holder of Securities by first-class mail, postage prepaid, at
the address of such holder appearing in the Security Register, stating, among
other things, (a) the purchase price and the purchase date, which shall be a
Business Day no earlier than 30 days nor later than 60 days from the date such
notice is mailed, or such later date as is necessary to comply with requirements
under the Exchange Act; (b) that any Security not tendered will continue to
accrue interest or accrete original issue discount, as applicable; (c) that,
unless the Company defaults in the payment of the purchase price, any Securities
accepted for payment pursuant to the Change of Control Offer shall cease to
accrue interest after the Change of Control Purchase Date; and (d) certain other
procedures that a holder of Securities must follow to accept a Change of Control
Offer or to withdraw such acceptance.

                  The Company will comply with the applicable tender offer
rules, including Rule l4e-l under the Exchange Act, and any other applicable
securities laws and regulations in connection with a Change of Control Offer.

                  The Company will not enter into any agreement that would
prohibit the Company from making a Change of Control Offer to purchase the
Securities or, if such Change of Control Offer is made, to pay for the
Securities tendered for purchase.

                  SECTION 1017.  LIMITATION ON SALE OF ASSETS.

                  (a) The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, engage in any Asset Sale unless (i) the
consideration received by the Company or such Restricted Subsidiary for such
Asset Sale is not less than the Fair Market Value of the shares or assets sold
(as determined by the Board of Directors of the Company, whose determination
shall be conclusive and evidenced by a Board Resolution) and (ii) the


<PAGE>

                                       82


consideration received by the Company or the relevant Restricted Subsidiary in
respect of such Asset Sale consists of at least 75% cash or Cash Equivalents.
Notwithstanding the preceding sentence, the Company and its Restricted
Subsidiaries may consummate an Asset Sale without complying with clause (ii) of
the immediately preceding sentence if at least 75% of the consideration for such
Asset Sale consists of any combination of cash, Cash Equivalents and those items
described in clause (b)(ii) or (b)(iii) below.

                  (b) If the Company or any Restricted Subsidiary engages in an
Asset Sale, the Company may use the Net Cash Proceeds thereof, within 12 months
after the later of such Asset Sale or the receipt of such Net Cash Proceeds, (i)
to permanently repay or prepay any then outstanding Senior Bank Indebtedness of
the Company or a Restricted Subsidiary, any then outstanding Indebtedness of a
Restricted Subsidiary or any other then outstanding unsubordinated Indebtedness
of the Company, (ii) to invest in any one or more businesses (including, without
limitation, in the Capital Stock of any Person that becomes a Restricted
Subsidiary as a result of such investment or that is received in connection with
a Permitted Investment made under clause (g), (h) or (i) of the definition
thereof), make capital expenditures (including lease payments for one or more
capital assets) or invest in other tangible assets of the Company or any
Restricted Subsidiary, in each case, engaged, used or useful in the
Cable/Telecommunications Business, the DTH Business or the
Entertainment/Programming Business of the Company and its Restricted
Subsidiaries (or enter into a legally binding agreement to do so within six
months of the date on which such agreement is executed) or (iii) to invest in
properties or assets that replace the properties and assets that are the subject
to such Asset Sale (or enter into a legally binding agreement to do so within
six months of the date on which such agreement is executed). If any such legally
binding agreement to invest such Net Cash Proceeds is terminated, then the
Company may, within 90 days of such termination or within 12 months of such
Asset Sale, whichever is later, apply or invest such Net Cash Proceeds as
provided in clause (ii) or (iii) (without regard to the parenthetical contained
in clauses (ii) or (iii)) above. The amount of such Net Cash Proceeds not so
used as set forth above in this paragraph (b) constitutes "Excess Proceeds."

                  (c) When the aggregate amount of Excess Proceeds exceeds
$15 million the Company shall, within 30 business days, make an offer to
purchase (an "Excess Proceeds Offer") from all holders of Securities, on a
PRO RATA basis (together with and including any Series C Notes that may be
outstanding pursuant to the Series C Indenture), in accordance with the
procedures set forth below, the maximum Accreted Value of Securities that may
be purchased with the Excess Proceeds less the amount of Excess Proceeds, if
any, required to be applied under the PCI Indenture for the repurchase of PCI
Notes and applied under the Old Indenture and the Series C Indenture for the
repurchase of the Old Notes and Series C Notes, respectively. The offer price
shall be payable in cash in an amount equal to 100% of the Accreted Value of
the Securities plus accrued and unpaid interest, if any (the "Offered
Price"), to the date such Excess Proceeds Offer is consummated (the "Offer
Date"). To the extent that the aggregate Accreted Value of Securities
tendered

<PAGE>

                                       83

pursuant to an Excess Proceeds Offer is less than the Excess Proceeds relating
thereto, the Company may use such additional Excess Proceeds for general
corporate purposes. If the Accreted Value of Securities validly tendered and not
withdrawn by holders thereof exceeds the Excess Proceeds, Securities to be
purchased will be selected on a PRO RATA basis (together with and including the
Series C Notes that may be outstanding pursuant to the Series C Indenture). Upon
completion of such offer to purchase, the amount of Excess Proceeds shall be
reset to zero.

                  (d) If the Company becomes obligated to make an Offer pursuant
to clause (c) above, the Securities shall be purchased by the Company, at the
option of the holder thereof, in whole or in part in integral multiples of
$1,000 on a date that is not earlier than 30 days and not later than 60 days
from the date the notice is given to holders, or such later date as may be
necessary for the Company to comply with the requirements under the Exchange
Act, subject to proration in the event the amount of Excess Proceeds is less
than the aggregate Offered Price of all Securities tendered.

                  (e) The Company will comply with the applicable tender offer
rules, including Rule 14e-1 under the Exchange Act, in connection with an Excess
Proceeds Offer.

                  SECTION 1018.  LIMITATION ON DIVIDENDS AND OTHER PAYMENT
RESTRICTIONS AFFECTING RESTRICTED SUBSIDIARIES.

                  The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any encumbrance or restriction of any kind on the
ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise,
or make any other distributions to the Company or any Restricted Subsidiary on
or in respect of its Capital Stock, (b) pay any Indebtedness owed to the Company
or any other Restricted Subsidiary, (c) make loans or advances to the Company or
any other Restricted Subsidiary, or (d) transfer any of its properties or assets
to the Company or any other Restricted Subsidiary, except in all such cases for
such encumbrances or restrictions existing under or by reason of (i) any
agreement or instrument in effect on the Issue Date and listed on Schedule D
attached to this Indenture, (ii) applicable law or regulation (including
corporate governance provisions required by applicable law and regulations of
the National Bank of Poland), (iii) customary non-assignment provisions of any
lease governing a leasehold interest of the Company or any Restricted
Subsidiary, (iv) any agreement or other instrument of a Person acquired by the
Company or any Restricted Subsidiary in existence at the time of such
acquisition (but not created in contemplation thereof), which encumbrance or
restriction is not applicable to any Person, or the properties or assets of any
Person, other than the Person, or the property or assets of the Person, so
acquired, (v) any mortgage or other Lien on real property acquired or improved
by the Company or any Restricted Subsidiary after the Issue Date that prohibits
transfers of the type


<PAGE>

                                       84


described in (d) above with respect to such real property, (vi) with respect to
a Restricted Subsidiary, an agreement that has been entered into for the sale or
disposition of all or substantially all of the Company's Capital Stock in, or
substantially all the assets of, such Restricted Subsidiary, (vii) the
refinancing of Indebtedness incurred under the agreements listed on Schedule B
attached to this Indenture or described in clause (v) above, so long as such
encumbrances or restrictions are no less favorable in any material respect to
the Company or any Restricted Subsidiary than those contained in the respective
agreement as in effect on the date of this Indenture, (viii) any such customary
encumbrance or restriction contained in a security document creating a Lien
permitted under this Indenture to the extent relating to the property or asset
subject to such Lien, (ix) any agreement or instrument governing or relating to
Senior Bank Indebtedness (an "Indebtedness Instrument") if such encumbrance or
restriction applies only (X) to amounts which at any point in time (other than
during such periods as are described in the following clause (Y)) (1) exceed
amounts due and payable (or which are to become due and payable within 30 days)
in respect of the Securities or this Indenture for interest, premium and
principal (after giving effect to any realization by the Company under any
applicable Currency Agreement), or (2) if paid, would result in an event
described in the following clause (Y) of this sentence, or (Y) during the
pendency of any event that causes, permits or, after notice or lapse of time,
would cause or permit the holder(s) of the Senior Bank Indebtedness governed by
the Indebtedness Instrument to declare any such Indebtedness to be immediately
due and payable or require cash collateralization or cash cover for such
Indebtedness for so long as such cash collateralization or cash cover has not
been provided, or (Z) arising or agreed to in the ordinary course of business,
not relating to any Indebtedness and that do not individually, or together with
all such encumbrances or restrictions, detract from the value of property or
assets of the Company or any Restricted Subsidiary in any manner material to the
Company or any Restricted Subsidiary and (x) with respect to clause (d) above,
any license agreement entered in the ordinary course of business whereby the
Company or any other Restricted Subsidiary grants a license of programming or
other intellectual property to any other Person and such license agreement
prohibits or encumbers the transfer of the licensed property.

                  SECTION 1019.  LIMITATION ON INVESTMENTS IN UNRESTRICTED
SUBSIDIARIES.


<PAGE>

                                       85


                  The Company will not make, and will not permit any of its
Restricted Subsidiaries to make, any Investments in Unrestricted Subsidiaries
(other than Permitted Investments) if, at the time thereof, the amount of such
Investment would exceed the amount of Restricted Payments then permitted to be
made pursuant to Section 1011. Any Investments in Unrestricted Subsidiaries
permitted to be made pursuant to this covenant (a) will be treated as the making
of a Restricted Payment in calculating the amount of Restricted Payments made by
the Company or a Restricted Subsidiary (without duplication under the provisions
of clause (a) of paragraph (iv) of Section 1011 and (b) may be made in cash or
property (if made in property, the Fair Market Value thereof as determined by
the Board of Directors of the Company (whose determination shall be conclusive
and evidenced by a Board Resolution) shall be deemed to be the amount of such
Investment for the purpose of clause (a)).

                  SECTION 1020.  LIMITATION ON LINES OF BUSINESS.

                  The Company will not, and will not permit any Restricted
Subsidiary of the Company to, engage in any business other than the
Cable/Telecommunications Business, the Entertainment/Programming Business or the
DTH Business or any business or activity reasonably related thereto, including
the operation of a subscriber management or service business.

                  SECTION 1021.  WAIVER OF CERTAIN COVENANTS.

                  The Company may omit in any particular instance to comply with
any term, provision or condition set forth in Sections 1007 through 1020,
inclusive, if before or after the time for such compliance the Holders of at
least a majority in principal amount of the Outstanding Securities, by Act of
such Holders, waive such compliance in such instance with such term, provision
or condition, but no such waiver shall extend to or affect such term, provision
or condition except to the extent so expressly waived, and, until such waiver
shall become effective, the obligations of the Company and the duties of the
Trustee in respect of any such term, provision or condition shall remain in full
force and effect.


                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

                  SECTION 1101.  RIGHT OF REDEMPTION.

                  (a) The Securities will be redeemable at the option of the
Company, in whole or in part, at any time on or after February 1, 2004 on not
less than 30 or more than 60 days' prior notice at the redemption prices
(expressed as percentages of principal amount at


<PAGE>

                                       86


maturity) set forth below, together with accrued interest, if any, to the
redemption date, if redeemed during the twelve-month period beginning on
February 1 of the years indicated below (subject to the right of holders of
record on relevant record dates to receive interest due on a relevant interest
payment date):

<TABLE>
<CAPTION>

YEAR                                                                  REDEMPTION
----                                                                     PRICE
                                                                      ----------
<S>                                                                    <C>

2004...................................................................108.750%
2005...................................................................105.833
2006...................................................................102.917
2007 AND THEREAFTER....................................................100.000
</TABLE>


                  (b) At any time or from time to time prior to February 1, 2002
the Company may redeem up to a maximum of 35% of the initially outstanding
aggregate principal amount at maturity of the Securities with some or all of the
net cash proceeds of one or more Public Equity Offerings at a redemption price
equal to 117.5% of the Accreted Value thereof on the redemption date, plus
accrued and unpaid interest, if any, to the date of redemption (subject to the
right of holders of record on relevant record dates to receive interest due on
relevant interest payment dates); PROVIDED that immediately after giving effect
to such redemption, at least 65% of the originally issued aggregate principal
amount at maturity of the Securities remains outstanding. Any such redemption
shall be effected upon not less than 30 nor more than 60 days' notice given
within 30 days after the consummation of a Public Equity Offering.

                  SECTION 1102.  APPLICABILITY OF ARTICLE.

                  Redemption of Securities at the election of the Company or
otherwise, as permitted or required by any provision of this Indenture, shall be
made in accordance with such provision and this Article.

                  SECTION 1103.  ELECTION TO REDEEM; NOTICE TO TRUSTEE.

                  The election of the Company to redeem any Securities pursuant
to Section 1101 shall be evidenced by a Board Resolution. In case of any
redemption at the election of the Company, the Company shall, at least 60 days
prior to the Redemption Date fixed by the


<PAGE>

                                       87

Company (unless a shorter notice shall be satisfactory to the Trustee), notify
the Trustee in writing of such Redemption Date and of the principal amount of
Securities to be redeemed and shall deliver to the Trustee such documentation
and records as shall enable the Trustee to select the Securities to be redeemed
pursuant to Section 1104.

                  SECTION 1104.  SELECTION BY TRUSTEE OF SECURITIES TO BE
REDEEMED.

                  If less than all the Securities are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee by such method as the Trustee shall
deem fair and appropriate; PROVIDED, HOWEVER, that no partial redemption shall
reduce the portion of the principal amount of a Security not redeemed to less
than $1,000.

                  The Trustee shall promptly notify the Company in writing of
the Securities selected for redemption and, in the case of any Securities
selected for partial redemption, the principal amount thereof to be redeemed.

                  For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to redemption of Securities shall
relate, in the case of any Security redeemed or to be redeemed only in part, to
the portion of the principal amount of such Security which has been or is to be
redeemed.

                  SECTION 1105.  NOTICE OF REDEMPTION.

                  Notice of redemption shall be given in the manner provided for
in Section 106 not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed at its registered address.

                  All notices of redemption shall state:

                  (1)      the Redemption Date,

                  (2) the Redemption Price and the amount of accrued interest to
         the Redemption Date payable as provided in Section 1107, if any,

                  (3) if less than all Outstanding Securities are to be
         redeemed, the identification (and, in the case of a partial redemption,
         the principal amounts) of the particular Securities to be redeemed,

                  (4) in case any Security is to be redeemed in part only, the
         notice which relates to such Security shall state that on and after the
         Redemption Date, upon


<PAGE>

                                       88


         surrender of such Security, the holder will receive, without charge, a
         new Security or Securities of authorized denominations for the
         principal amount thereof remaining unredeemed,

                  (5) that on the Redemption Date the Redemption Price (and
         accrued interest, if any, to the Redemption Date payable as provided in
         Section 1107) will become due and payable upon each such Security, or
         the portion thereof, to be redeemed, and that interest thereon will
         cease to accrue on and after said date, and

                  (6) the place or places where such Securities are to be
         surrendered for payment of the Redemption Price and accrued interest,
         if any.

                  Notice of redemption of Securities to be redeemed at the
election of the Company shall be given by the Company or, at the Company's
request, by the Trustee in the name and at the expense of the Company.

                  SECTION 1106.  DEPOSIT OF REDEMPTION PRICE.

                  Prior to any Redemption Date, the Company shall deposit with
the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 1003) an amount
of money sufficient to pay the Redemption Price of, and accrued interest on, all
the Securities which are to be redeemed on that date.

                  SECTION 1107.  SECURITIES PAYABLE ON REDEMPTION DATE.

                  Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified (together with accrued
interest, if any, to the Redemption Date), and from and after such date (unless
the Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest,
if any, to the Redemption Date; PROVIDED, HOWEVER, that installments of interest
whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 309.

                  If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal (and premium, if any)
shall, until paid, bear interest from the Redemption Date at the rate borne by
the Securities.


<PAGE>

                                       89



                  SECTION 1108.  SECURITIES REDEEMED IN PART.

                  Any Security which is to be redeemed only in part shall be
surrendered at the office or agency of the Company maintained for such purpose
pursuant to Section 1002 (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or such Holders
attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security without
service charge, a new Security or Securities, of any authorized denomination as
requested by such Holder, in aggregate principal amount equal to and in exchange
for the unredeemed portion of the principal of the Security so surrendered.


                                 ARTICLE TWELVE

                                   [RESERVED]


                                ARTICLE THIRTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

                  SECTION 1301.  COMPANY'S OPTION TO EFFECT DEFEASANCE OR
COVENANT DEFEASANCE.

                  The Company may, at its option and at any time, with respect
to the Securities, elect to have either Section 1302 or Section 1303 be applied
to all Outstanding Securities upon compliance with the conditions set forth
below in this Article Thirteen.

                  SECTION 1302.  DEFEASANCE AND DISCHARGE.

                  Upon the Company's exercise under Section 1301 of the option
applicable to this Section 1302, the Company shall be deemed to have been
discharged from its obligations with respect to all Outstanding Securities on
the date the conditions set forth in Section 1304 are satisfied (hereinafter,
"defeasance"). For this purpose, such defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
Outstanding Securities, which shall thereafter be deemed to be "Outstanding"
only for the purposes of Section 1305 and the other Sections of this Indenture
referred to in (A) and (B) below, and to have satisfied all its other
obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the Company,


<PAGE>

                                       90


shall execute proper instruments acknowledging the same), except for the
following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of Outstanding Securities to receive,
solely from the trust fund described in Section 1304 and as more fully set forth
in such Section, payments in respect of the principal of (and premium, if any,
on) and interest on such Securities when such payments are due, (B) the
Company's obligations with respect to such Securities under Sections 304, 305,
308, 1002 and 1003, (C) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (D) this Article Thirteen. Subject to compliance with this
Article Thirteen, the Company may exercise its option under this Section 1302
notwithstanding the prior exercise of its option under Section 1303 with respect
to the Securities.

                  SECTION 1303.  COVENANT DEFEASANCE.

                  Upon the Company's exercise under Section 1301 of the option
applicable to this Section 1303, the Company shall be released from its
obligations under any covenant contained in Section 801 (3) and in Sections 1007
through 1020 with respect to the Outstanding Securities on and after the date
the conditions set forth below are satisfied (hereinafter, "covenant
defeasance"), and the Securities shall thereafter be deemed not to be
"Outstanding" for the purposes of any direction, waiver, consent or declaration
or Act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed "Outstanding" for all other purposes
hereunder. For this purpose, such covenant defeasance means that, with respect
to the Outstanding Securities, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under
Section 501(4), but, except as specified above, the remainder of this Indenture
and such Securities shall be unaffected thereby.

                  SECTION 1304. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

                  The following shall be the conditions to application of either
Section 1302 or Section 1303 to the Outstanding Securities:

                  (1) The Company shall irrevocably deposit or cause to be
         deposited with the Trustee (or another trustee satisfying the
         requirements of Section 607 who shall agree to comply with the
         provisions of this Article Thirteen applicable to it) as trust funds in
         trust for the purpose of making the following payments, specifically
         pledged as security for, and dedicated solely to, the benefit of the
         Holders of such Securities, (A) money in United States Dollars, (B)
         U.S. Government Obligations, or (C) a


<PAGE>

                                       91


         combination thereof, in such amounts as will be sufficient, in the
         opinion of a nationally recognized firm of independent public
         accountants, or a nationally recognized investment banking firm, to pay
         and discharge (i) the principal of, premium, if any, and interest on
         the relevant Outstanding Securities on the Stated Maturity (or upon
         redemption, if applicable) of such principal, premium, if any, or
         installment of interest and (ii) any mandatory redemption or analogous
         payments applicable to the Outstanding Securities on the day on which
         such payments are due and payable in accordance with the terms of this
         Indenture and of such Securities; PROVIDED that the Trustee shall have
         been irrevocably instructed to apply such money or the proceeds of such
         U.S. Government Obligations to said payments with respect to the
         Securities. For this purpose, "U.S. Government Obligations" means
         securities that are (x) direct obligations of the United States of
         America for the timely payment of which its full faith and credit is
         pledged or (y) obligations of a Person controlled or supervised by and
         acting as an agency or instrumentality of the United States of America
         the timely payment of which is unconditionally guaranteed as a full
         faith and credit obligation by the United States of America, which, in
         either case, are not callable or redeemable at the option of the issuer
         thereof, and shall also include a depository receipt issued by a bank
         (as defined in Section 3(a)(2) of the Securities Act), as custodian
         with respect to any such U.S. Government Obligation or a specific
         payment of principal of or interest on any such U.S. Government
         Obligation held by such custodian for the account of the holder of such
         depository receipt, PROVIDED that (except as required by law) such
         custodian is not authorized to make any deduction from the amount
         payable to the holder of such depository receipt from any amount
         received by the custodian in respect of the U.S. Government Obligation
         or the specific payment of principal of or interest on the U.S.
         Government Obligation evidenced by such depository receipt.

                  (2) No Default or Event of Default with respect to the
         Securities shall have occurred and be continuing on the date of such
         deposit or, insofar as paragraphs (8) and (9) of Section 501 hereof are
         concerned, at any time during the period ending on the 91st day after
         the date of such deposit (it being understood that this condition shall
         not be deemed satisfied until the expiration of such period).

                  (3) Such defeasance or covenant defeasance shall not result in
         a breach or violation of, or constitute a default under any material
         agreement or instrument (other than this Indenture) to which the
         Company is a party or by which it is bound.

                  (4) In the case of an election under Section 1302, the Company
         shall have delivered to the Trustee an Opinion of Counsel in the United
         States stating that (x) the Company has received from, or there has
         been published by, the Internal Revenue Service a ruling, or (y) since
         the effective date of the Registration Statement there has


<PAGE>

                                       92


         been a change in the applicable federal income tax law, in either case
         to the effect that, and based thereon such opinion shall confirm that,
         the Holders of the Outstanding Securities will not recognize income,
         gain or loss for federal income tax purposes as a result of such
         defeasance and will be subject to federal income tax on the same
         amounts, in the same manner and at the same times as would have been
         the case if such defeasance had not occurred.

                  (5) In the case of an election under Section 1303, the Company
         shall have delivered to the Trustee an Opinion of Counsel in the United
         States to the effect that the Holders of the Outstanding Securities
         will not recognize income, gain or loss for federal income tax purposes
         as a result of such covenant defeasance and will be subject to federal
         income tax on the same amounts, in the same manner and at the same
         times as would have been the case if such covenant defeasance had not
         occurred.

                  (6) The Company shall have delivered to the Trustee an Opinion
         of Counsel in the United States to the effect that after the 91st day
         following the deposit or after the date such opinion is delivered, the
         trust funds will not be subject to the effect of any applicable
         bankruptcy, insolvency, reorganization or similar laws affecting
         creditors' rights generally.

                  (7) The Company shall have delivered to the Trustee an
         Officers' Certificate stating that the deposit was not made by the
         Company with the intent of preferring the Holders of the Securities
         over the other creditors of the Company with the intent of hindering,
         delaying or defrauding creditors of the Company.

                  (8) The Company shall have delivered to the Trustee an
         Officers Certificate and an Opinion of Counsel, each stating that all
         conditions precedent provided for relating to either the defeasance
         under Section 1302 or the covenant defeasance under Section 1303 (as
         the case may be) have been complied with.

                  SECTION 1305.  DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS
TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.

                  Subject to the provisions of the last paragraph of Section
1003, all money and U.S. Government Obligations (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee, collectively for
purposes of this Section 1305, the "Trustee") pursuant to Section 1304 in
respect of the Outstanding Securities shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities of all sums due and to become due
thereon in respect of principal (and


<PAGE>


                                       93

premium, if any) and interest, but such money need not be segregated from other
funds except to the extent required by law.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the U.S. Governmental
Obligations deposited pursuant to Section 1304 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of the Outstanding s.

                  Anything in this Article Thirteen to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon Company Request any money or U.S. Government Obligations held by it as
provided in Section 1304 which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent defeasance or covenant
defeasance, as applicable, in accordance with this Article.

                  SECTION 1306.  REINSTATEMENT.

                  If the Trustee or any Paying Agent is unable to apply any
money in accordance with Section 1305 by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company's obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Section 1302 or 1303, as the case may be, until such time as the
Trustee or Paying Agent is permitted to apply all such money in accordance with
Section 1305; PROVIDED, HOWEVER, that if the Company makes any payment of
principal of (or premium, if any) or interest on any following the reinstatement
of its obligations, the Company shall be subrogated to the rights of the Holders
to receive such payment from the money held by the Trustee or Paying Agent.


<PAGE>


                                       94


                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and, in the case of the Company, attested, all as of the day
and year first above written.


                                                     @ENTERTAINMENT, INC.


         [SEAL]                                      By
                                                       -------------------------
                                                       Title:



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



                                                     BANKERS TRUST COMPANY


         [SEAL]                                      By
                                                       -------------------------
                                                       Title:




<PAGE>


Note: In these Schedules to this Indenture, defined terms have the same meaning
as in the Offering Memorandum.

                                   SCHEDULE A

                         EXISTING MANAGEMENT CONTRACTS,
                   OVERHEAD AGREEMENTS AND SERVICE AGREEMENTS

<TABLE>
<CAPTION>

DATE              SERVICE AGREEMENTS
<S>             <C>

04/01/96        Service Agreement among Poltelkab, WCCI and PCBV.

08/31/95        Service Agreement among ETV, PCBV and WCCI.

07/07/95        Service Agreement among PTK-Lublin, WCCI and PCBV.

07/01/95        Service Agreement among Elektrim TV Sp. Z o.o., WCCI and PCBV.

05/26/95        Service Agreement among PTK-Inzynier (predecessor to
                PTK-Szczecin), WCCI and PCBV.

01/01/94        Service Agreement among PTK, S.A., WCCI and PCBV.

01/01/94        Service Agreement among PTK-Katowice, WCCI and PCBV.

01/01/94        Service Agreement among PTK-Krakow, WCCI and PCBV.

01/01/94        Service Agreement among PTK-Warsaw, WCCI and PCBV.

01/11/95        Service Agreement among Telkat, WCCI and PCBV.

11/01/95        Service Agreement among WCCI and PCBV.
</TABLE>

<TABLE>
<CAPTION>

DATE              MANAGEMENT AGREEMENTS
<S>             <C>

04/01/96        Management Agreement between WCCI and Poltelkab.

10/01/95        Management Agreement between WCCI and PTK-Inzynier

07/07/95        Management Agreement between WCCI and PTK-Lublin.

07/01/95        Management Agreement between WCCI and Elektrim TV Sp. Z o.o.

01/11/95        Management Agreement between WCCI and Telkat.


<PAGE>

                                       96




01/01/95        Management Agreement between WCCI and PTK-Warsaw.

01/01/95        Management Agreement between WCCI and PTK, S.A.

01/01/95        Management Agreement between WCCI and PTK-Krakow.

01/01/94        Management Agreement between WCCI and PTK-Katowice.
</TABLE>


<TABLE>
<CAPTION>

DATE              CORPORATE OVERHEAD ALLOCATION AGREEMENTS
<S>               <C>

As of
01/01/96          Corporate Overhead Allocation Agreement dated as of January 1,
                  1996, among PTK, S.A., PTK-Warsaw, PTK-Ryntronik, PTK-Krakow,
                  PTK-Inzynier, PTK-Lublin, ETV, Telkat, WCCI and PCBV.

As of
04/01/96          Letter Agreement Between WCCI, PCBV and Poltelkab adding
                  Poltelkab as a party to the Corporate Overhead Allocation
                  Agreement.
</TABLE>



<PAGE>



                                   SCHEDULE B

                   INDEBTEDNESS OUTSTANDING ON THE ISSUE DATE
                   ------------------------------------------

<TABLE>
<CAPTION>

                                                                AMOUNT
                                                               OUTSTANDING
          BORROWER                       LENDER                EXCLUSIVE OF            AMOUNT OF LOAN
                                                               ACCRUED INTEREST
<S>                            <C>                          <C>                         <C>

Poland Communications, Inc.    AmerBank-Bank                $6,500,000.00               $6,500,000.00
                               Amerykanski w
                               Polsce S.A.

Szczecinska Telewizja          Bank Rozwoju                  DM 3,204,900.00            DM 3,948,615.17
Kablowa Sp. Z o.o.             Eksportu S.A.

Telewizja Kablowa              Polski Bank                  $333,334.00                 $500,000.00
Gosat Sp. Z o.o.               Eksportu S.A.
</TABLE>



         The Indenture dated as of July 14, 1998 between Bankers Trust Company,
as Trustee, and @Entertainment, Inc., the Indenture dated as of October 31, 1996
between State Street Bank and Trust Company, as Trustee, and Poland
Communications, Inc. The Indenture dated as of January 20, 1999 between Bankers
Trust Company, as Trustee, and @ Entertainment, Inc. The Indenture dated as of
January 27, 1999 between Bankers Trust Company, as Trustee, and @Entertainment,
Inc.


<PAGE>



                                   SCHEDULE C

                        LIENS EXISTING ON THE ISSUE DATE

                            PLEDGES OF CAPITAL STOCK

1.       2,514,291 shares of PTK-Krakow capital stock owned by PCBV, subject to
         a Lien existing on this date, are pledged in favor of AmerBank.

2.       2,400 shares of PTK-Lublin capital stock owned by Poltelkab have been
         pledged to Amerbank.

3.       3,583,457 shares of PTK-Warsaw S.A. owned by PCBV subject to a Lien
         existing on this date, are pledged in favor of Amerbank.

4.       Pledge of 1,818 shares of Szczecinska Telewizja Kablowa Sp. Z o.o. for
         the security of certain obligations undertaken by PTK Szczecin Sp. Z
         o.o.

5.       Lien on certain cable television fixed assets of Telewizja Kablowa
         Gosat Sp. Z o.o. and pledge on insurance policies for such assets in
         favor of Polski Bank Rozwoju S.A.


<PAGE>


                                   SCHEDULE D

                  AGREEMENTS NOT RESTRICTED UNDER SECTION 1018

a)       LIMITATIONS ON ABILITY TO PAY DIVIDENDS OR MAKE DISTRIBUTIONS ON
         CAPITAL STOCK.

         The Indenture dated as of July 14, 1998 between Bankers Trust Company,
         as Trustee, and @Entertainment, Inc. and the Indenture dated as of
         October 31, 1996 between State Street Bank and Trust Company, as
         Trustee, and Poland Communications, Inc.

         The Indenture dated as of January 20, 1999 between Bankers Trust
         Company, as Trustee, and @Entertainment, Inc.

         The Indenture dated as of January 27, 1999 between Bankers Trust
         Company, as Trustee, and @Entertainment, Inc.

         PCI's ability to pay dividends or make distributions on its capital
         stock is limited by its Restated Certificate of Incorporation.

         PTK-Operator's ability to pay dividends or make distributions on its
         capital stock is limited by the convertible debt of PTK-Operator.

         The Statutes, Notarial Deeds or Articles of Association of each of the
         Polish Subsidiaries require shareholder vote to pay dividends or make
         distribution on capital stock.

2)       Limitations on the payment of indebtedness owed to the Company or any
         Subsidiary.

         The Indenture dates as of July 14, 1998 between Bankers Trust Company,
         as Trustee, and @Entertainment, Inc. and the Indenture dated as of
         October 31, 1996 between State Street Bank and Trust Company, as
         Trustee, and Poland Communications, Inc.

         The Indenture dated as of January 20, 1999 between Bankers Trust
         Company, as Trustee, and @Entertainment, Inc.

         The Indenture dated as of January 27, 1999 between Bankers Trust
         Company, as Trustee, and @Entertainment, Inc.

         The statutes of PTK-Operator limit the payment on indebtedness owed to
         the Company or any Subsidiary.

         PCI's ability to make payments on indebtedness is limited by its
         Restated Certificate of Incorporation.


<PAGE>

                                      100


         PCBV and PCI have subordinated their right to receive payments on their
         loans to PTK Warsaw, PTK-Krakow, and PTK-Lublin in favor of AmerBank.

c)       LIMITATIONS ON THE ABILITY OF A COMPANY TO MAKE INVESTMENTS IN THE
         COMPANY OR ANY SUBSIDIARY.

         The Indenture dated as of July 14, 1998 between Bankers Trust Company,
         as Trustee, and @Entertainment, Inc. and the Indenture dated as of
         October 31, 1996 between State Street Bank and Trust Company, as
         Trustee, and Poland Communications, Inc.

         The Indenture dated as of January 20, 1999 between Bankers Trust
         Company, as Trustee, and @Entertainment, Inc.

         The Indenture dated as of January 27, 1999 between Bankers Trust
         Company, as Trustee, and @Entertainment, Inc.

         PCI's ability to make investments in any Subsidiary is limited by its
         Restated Certificate of Incorporation.

         The Statutes, Notarial Deeds or articles of association of each of the
         Polish Subsidiaries require shareholder vote to make certain
         investments in the Company or any Subsidiary.

         The PCBV Shareholders agreement limits the ability to make investments
         in the Company or any Subsidiary.

4)       LIMITATIONS ON TRANSFERRING PROPERTY OR ANY ASSETS TO THE COMPANY OR
         ANY SUBSIDIARY.

         The Indenture dated as of July 14, 1998 between Bankers Trust Company,
         as Trustee, and @Entertainment, Inc. and the Indenture dated as of
         October 31, 1996 between State Street Bank and Trust Company, as
         Trustee, and Poland Communications, Inc.

         The Indenture dated as of January 20, 1999 between Bankers Trust
         Company, as Trustee, and @Entertainment, Inc.

         The Indenture dated as of January 27, 1999 between Bankers Trust
         Company, as Trustee, and @Entertainment, Inc.


<PAGE>

                                      101


         PCI's ability to transfer property or assets to any Subsidiaries is
         limited by the Company=s Restated Certificate of Incorporation.

         Certain Polish statutes restrict the transfer of property or any assets
         to the Company or any Subsidiary or the conversion of convertible debt.

         The PCBV shareholders agreement limits the ability to transfer property
         or any assets to the Company or any Subsidiary.

         2,514,291 shares of PTK-Krakow capital stock owned by PCBV, subject to
         a Lien existing on this date, are pledged in favor of AmerBank.

         2,400 shares of PTK-Lublin capital stock owned by Poltelkab have been
         pledged to AmerBank.

         3,583,457 shares of PTK-Warsaw S.A. owned by PCBV subject to a Lien
         existing on this date, are pledged in favor of AmerBank.

         Pledge of 1,818 shares of Szczecinska Telewizja Kablowa Sp. z o.o. for
         the security of certain obligations undertaken by PTK Szczecin Sp.z
         o.o.

         Lien on certain cable television fixed assets of Telewizja Kablowa
         Gosat Sp. z o.o. and assignment of insurance policies for such assets
         in favor of Polski Bank Rozwoju S.A.


<PAGE>



                              @ENTERTAINMENT, INC.

                     14 1/2% Senior Discount Note due 2009

                                                           CUSIP No. 045920 AE 5


No.1                                                       $200,000,000


                  @ENTERTAINMENT, INC., a Delaware corporation (the "Company",
which term includes any successor under the Indenture hereinafter referred to),
for value received, promises to pay to CEDE & CO., or its registered assigns,
the principal sum of TWO HUNDRED MILLION DOLLARS ($200,000,000), on February 1,
2009.

                  The following information is supplied for purposes of Sections
1273 and 1275 of the Internal Revenue Code:

<TABLE>

<S>               <C>                                         <C>

                  Issue Date:                                 January 27, 1999

                  Issue Price of Note:                        $389.43

                  Original issue discount under
                  Section 1273 of the Internal
                  Revenue Code (for each $1,000
                  principal amount):                          $1,357.77

                  Yield to Maturity:                          17 1/2%

                  Initial Interest Rate:                      14 1/2% per annum

                  Interest Payment Dates:                     February 1 and August 1 of each year,
                                                              commencing August 1, 2004

                  Regular Record Dates:                       January 15 and July 15 of each year
</TABLE>

                Reference is hereby made to the further provisions of this Note
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


<PAGE>


                                      A-2


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


Date:                                    @ENTERTAINMENT, INC.
     --------------


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



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



<PAGE>


                                      A-3


                (Form of Trustee's Certificate of Authentication)



This is one of the 14 1/2% Senior Discount Notes due 2009 described in the
within-mentioned Indenture.


                                          BANKERS TRUST COMPANY,
                                          as Trustee


                                          By:
                                             ---------------------------
                                             Authorized Signatory
<PAGE>

                                      A-4

                           @ENTERTAINMENT, INC.

                     14 1/2% Senior Discount Note due 2009



1.       PRINCIPAL AND INTEREST; SUBORDINATION.

                  The Company will pay the principal of this Note on February 1,
2009.

                  Original issue discount will accrete from the Issue Date
(January 27, 1999) up to February 1, 2004. Thereafter the Company promises to
pay cash interest on the principal amount of this Note on each Interest
Payment Date, as set forth below, at the rate of 14 1/2% per annum (subject
to adjustment as provided below).

                  Cash Interest will be payable semiannually (to the holders of
record of the Notes (or any predecessor Notes) at the close of business on
the January 15 and July 15 immediately preceding the Interest Payment Date)
on each Interest Payment Date, commencing August 15, 2004. Except in the case
of a Registration Default (as defined herein), the principal of this Note
shall not accrue interest until February 1, 2004, except in the case of a
default in payment of the amount due at Maturity, in which case the amount
due on this Note shall bear interest at a rate of 17 1/2% per annum (to the
extent that the payment of such interest shall be legally enforceable), which
shall accrue from the date of such default to the date the payment of such
amount has been made or duly provided for. Interest on any overdue principal
amount shall be payable on demand.

                  The Holder of this Note is entitled to the benefits of the
Registration Rights Agreement, dated as of January 27, 1999, between the
Company, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank
Securities Inc. (the "Registration Rights Agreement"). In the event that (i) the
Exchange Offer Registration Statement (as defined in the Registration Rights
Agreement) is not filed with the Securities and Exchange Commission on or prior
to the 70th calendar day following the date of original issuance of the Notes,
(ii) the Exchange Offer Registration Statement is not declared effective on or
prior to the 130th calendar day after the date of original issuance of the
Notes, (iii) the Exchange Offer (as such term is defined in the Registration
Rights Agreement) is not consummated on or prior to the 160th calendar day after
the date of original issuance of the Notes or, as the case may be, a Shelf
Registration Statement (as such term is defined in the Registration Rights
Agreement) with respect to the Notes is not declared effective on or prior to
the 160th day after the date of original issuance of the Notes or (iv) the
Exchange Offer Registration Statement or the Shelf Registration Statement is
declared effective but thereafter ceases to be effective or usable within the
applicable period as provided in the Registration Rights Agreement except
pursuant

<PAGE>
                                      A-5


to Section 2(d)(ii) of the Registration Rights Agreement (each such event
referred to in clauses (i) through (iv) above, a "Registration Default"), then
the Company will be required to pay additional interest in cash on each Interest
Payment Date in an amount equal to one-half of one percent (0.5%) per annum of
the applicable Accreted Value, with respect to the first 90-day period following
such Registration Default. The amount of such additional interest will increase
by an additional one-half of one percent (0.5%) per annum for each subsequent
90-day period until such Registration Default has been cured, up to a maximum of
one and one-half percent (1.5%) per annum. Such additional interest shall cease
to accrue when such Registration Default has been cured. Upon (x) the filing of
the Exchange Offer Registration Statement after the 70-day period described in
clause (i) above, (y) the effectiveness of the Exchange Offer Registration
Statement after the 130-day period described in clause (ii) above or the period
during which it ceases to be effective or usable as described in clause (iv)
above or (z) the consummation of the Exchange Offer after the 160-day period or
the effectiveness of a Shelf Registration Statement after the 160-day period, as
the case may be, described in clause (iii) above or after the period during
which such Shelf Registration Statement ceases to be effective or usable as
described in clause (iv) above, and provided that none of the conditions set
forth in clauses (i), (ii), (iii) and (iv) above continues to exist, a
Registration Default will be deemed to be cured.

                  Cash interest on this Note will accrue from the most recent
date to which cash interest has been paid on this Note or the Note
surrendered in exchange herefor or, if no cash interest has been paid, from
February 1, 2004; PROVIDED that, if there is no existing default in the
payment of interest and if this Note is authenticated between a Regular
Record Date referred to on the face hereof and the next succeeding Interest
Payment Date, cash interest shall accrue from such Interest Payment Date.
Interest will be computed on the basis of a 360-day year comprised of twelve
30-day months.

                  The Company shall pay interest on overdue principal and
premium, if any, and interest on overdue installments of interest, to the extent
lawful, at a rate per annum equal to the rate of interest applicable to the
Notes.


2.       METHOD OF PAYMENT

                  The Company will pay cash interest (except defaulted
interest) on the principal amount of the Notes on each February 1 and
August 1 commencing August 1, 2004 to the persons who are Holders (as
reflected in the Note Register at the close of business on the January 15 and
July 15 immediately preceding the Interest Payment Date), in each case, even
if the Note is canceled on registration of transfer or registration of
exchange after such record date; PROVIDED that, with respect to the payment
of principal, the Company will make payment to the Holder that surrenders
this Note to any Paying Agent on or after February 1, 2009.

<PAGE>
                                      A-6


                  The Company will pay principal, premium, if any, and interest
in money of the United States that at the time of payment is legal tender for
payment of public and private debts. However, the Company may pay principal,
premium, if any, and interest by its check payable in such money. The Company
may mail an interest check to a Holder's registered address (as reflected in the
Note Register). If a payment date is a date other than a Business Day at a place
of payment, payment may be made at that place on the next succeeding day that is
a Business Day and no interest shall accrue for the intervening period.


3.       PAYING AGENT AND NOTE REGISTRAR.

                  Initially, the Trustee will act as Paying Agent and Note
Registrar. The Company may change any Paying Agent or Note Registrar upon
written notice thereto. The Company, any Subsidiary or any Affiliate of any of
them may act as Paying Agent, Note Registrar or co-registrar.


4.       INDENTURE; LIMITATIONS.

                  The Company issued the Notes under an Indenture dated as of
January 27, 1999 (the "Indenture"), between the Company and Bankers Trust
Company, as trustee (the "Trustee"). Capitalized terms herein are used as
defined in the Indenture unless otherwise indicated. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act. The Notes are subject to all such terms,
and Holders are referred to the Indenture and the Trust Indenture Act for a
statement of all such terms. To the extent permitted by applicable law, in the
event of any inconsistency between the terms of this Note and the terms of the
Indenture, the terms of the Indenture shall control.

                  The Notes are senior unsecured obligations of the Company
ranking pari passu in right of payment with all other existing and future
unsubordinated obligations of the Company and senior in right of payment to any
existing and future obligations of the Company expressly subordinated in right
of payment to the Notes. The Indenture limits the aggregate principal amount at
maturity of the Notes to $256,800,000.


5.       OPTIONAL REDEMPTION AND OPTIONAL REDEMPTION UPON A PUBLIC EQUITY
OFFERING.

                  The Notes will be redeemable at the option of the Company, in
whole or in part, at any time on or after February 1, 2004 on not less than 30
or more than 60 days' prior notice at the redemption prices (expressed as
percentages of principal amount at maturity) set

<PAGE>
                                      A-7


forth below, together with accrued interest, if any, to the redemption date, if
redeemed during the twelve-month period beginning on February 1 of the years
indicated below (subject to the right of holders of record on relevant record
dates to receive interest due on a relevant interest payment date):

<TABLE>
<CAPTION>


YEAR                                                        REDEMPTION
                                                              PRICE
----                                                        ----------

<S>                                                         <C>
2004....................................................... 108.750%
2005.......................................................  105.833
2006.......................................................  102.917
2007 AND THEREAFTER........................................  100.000

</TABLE>

                  At any time or from time to time prior to February 1, 2002 the
Company may redeem up to a maximum of 35% of the initially outstanding aggregate
principal amount at maturity of the Notes with some or all of the net cash
proceeds of one or more Public Equity Offerings at a redemption price equal to
117.5% of the Accreted Value thereof on the redemption date, plus accrued and
unpaid interest, if any, to the date of redemption (subject to the right of
holders of record on relevant record dates to receive interest due on relevant
interest payment dates); PROVIDED that immediately after giving effect to such
redemption, at least 65% of the originally issued aggregate principal amount at
maturity of the Notes remains outstanding. Any such redemption shall be effected
upon not less than 30 nor more than 60 days' notice given within 30 days after
the consummation of a Public Equity Offering.

                  Notice of a redemption will be mailed at least 30 days but not
more than 60 days before the Redemption Date to each Holder to be redeemed at
such Holder's last address as it appears in the Note Register. Notes in original
denominations larger than $1,000 principal amount at maturity may be redeemed in
part in integral multiples of $1,000 principal amount at maturity. On and after
the Redemption Date, interest will cease to accrue on Notes or portions of Notes
called for redemption, unless the Company defaults in the payment of the
Redemption Price.


6.       REPURCHASE UPON A CHANGE IN CONTROL AND ASSET SALES.

                  (a) Upon the occurrence of a Change of Control, each holder of
Notes shall have the right to require that the Company purchase such holder's
Notes, in whole or in part in integral multiples of $1,000 principal amount at
maturity, at a purchase price in cash of

<PAGE>
                                      A-8


101% of the Accreted Value thereof on the redemption date, plus accrued and
unpaid interest, if any, to the date of purchase (subject to the right of
holders of record on relevant record dates to receive interest due on relevant
interest payment dates), and (b) upon the occurrence of an Asset Sale, the
Company may be obligated to make an offer to purchase all or a portion of the
outstanding Notes with a portion of the Net Cash Proceeds of such Asset Sale at
a redemption price of 100% of the Accreted Value thereof on the redemption date
plus accrued and unpaid interest, if any, to the date of purchase.


7.       DENOMINATIONS; TRANSFER; EXCHANGE.

                  The Notes are in registered form without coupons, in
denominations of $1,000 principal amount at maturity and any integral multiple
thereof. A Holder may register the transfer or exchange of Notes in accordance
with the Indenture. The Note Registrar may require a Holder, among other things,
to furnish appropriate endorsements and transfer documents and to pay any taxes
and fees required by law or permitted by the Indenture. The Note Registrar need
not register the transfer or exchange of any Notes selected for redemption
(except the unredeemed portion of any Note being redeemed in part). Also, it
need not register the transfer or exchange of any Notes for a period of 15 days
before a selection of Notes to be redeemed is made.


8.       PERSONS DEEMED OWNERS.

                  A Holder may be treated as the owner of a Note for all
purposes.


9.       UNCLAIMED MONEY.

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


10.      AMENDMENT; SUPPLEMENT; WAIVER.

                  Subject to certain exceptions, the Indenture or the Notes may
be amended or supplemented with the consent of the Holders of at least a
majority in aggregate principal amount at maturity of the Notes then
outstanding, and any existing default or compliance with

<PAGE>
                                      A-9


any provision may be waived with the consent of the Holders of a majority in
aggregate principal amount at maturity of the Notes then outstanding. Without
notice to or the consent of any Holder, the parties thereto may amend or
supplement the Indenture or the Notes to, among other things, cure any ambiguity
or inconsistency and make any change that does not materially adversely affect
the rights of any Holder.


12.      RESTRICTIVE COVENANTS.

                  The Indenture contains certain covenants, including, without
limitation, covenants with respect to the following matters: (i) Indebtedness;
(ii) Restricted Payments; (iii) issuances and sales of Subsidiary stock; (iv)
transactions with Affiliates; (v) Liens; (vi) guarantees of Indebtedness by
Subsidiaries; (vii) purchase of Notes upon a Change of Control, (viii) Asset
Sales and disposition of the proceeds thereof; (ix) dividends and other payment
restrictions affecting Subsidiaries; (x) investments in Unrestricted
Subsidiaries; (xi) merger and certain transfers of assets; and (xii) lines of
business. At the end of each quarter and fiscal year, the Company must report to
the Trustee on compliance with such limitations.


13.      SUCCESSOR PERSONS.

                  When a successor person or other entity assumes all the
obligations of its predecessor under the Notes and the Indenture, the
predecessor person will be released from those obligations.

14.      REMEDIES FOR EVENTS OF DEFAULT.

<PAGE>
                                      A-10


                  If an Event of Default, as defined in the Indenture, occurs
and is continuing, the Trustee or the Holders of not less than 25% in principal
amount at maturity of the Notes then outstanding, by written notice to the
Company (and to the Trustee, if such notice is given by the Holders) may declare
all the Notes to be immediately due and payable and upon any such declaration
all such amounts payable in respect of the Notes shall become immediately due
and payable. If a bankruptcy or insolvency default with respect to the Company
or any of its Significant Subsidiaries occurs and is continuing, the Notes and
all such amounts payable in respect of the Notes shall automatically become
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder of Notes. Holders may not enforce the Indenture or the
Notes except as provided in the Indenture. The Trustee may require indemnity
satisfactory to it before it enforces the Indenture or the Notes. Subject to
certain limitations, Holders of at least a majority in principal amount of the
Notes then outstanding may direct the Trustee in its exercise of any trust or
power.


15.      TRUSTEE DEALINGS WITH COMPANY.

                  The Trustee under the Indenture, in its individual or any
other capacity, may become the owner or pledgee of Notes and may make loans to,
accept deposits from, perform services for, and otherwise deal with, the Company
and its Affiliates as if it were not the Trustee.


16.      AUTHENTICATION.

                  This Note shall not be valid until the Trustee signs the
certificate of authentication on the other side of this Note.


17.      ABBREVIATIONS.

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


18.      DEFEASANCE.

                  The Indenture contains provisions for defeasance, at any time,
of the Indebtedness represented by this Note or the covenants governing the
Indebtedness

<PAGE>
                                      A-11


represented by this Note, upon compliance by the Company with certain conditions
set forth in the Indenture.



<PAGE>





                              @ENTERTAINMENT, INC.

                     14 1/2% Senior Discount Note due 2009

                                                           CUSIP No. 045920 AE 5


No.2                                                       $56,800,000


                  @ENTERTAINMENT, INC., a Delaware corporation (the "Company",
which term includes any successor under the Indenture hereinafter referred to),
for value received, promises to pay to CEDE & CO., or its registered assigns,
the principal sum of FIFTY SIX MILLION AND EIGHT HUNDRED MILLION DOLLARS
($56,800,000), on February 1, 2009.

                  The following information is supplied for purposes of Sections
1273 and 1275 of the Internal Revenue Code:

<TABLE>

                  <S>                                         <C>
                  Issue Date:                                 January 27, 1999

                  Issue Price of Note:                        $389.43

                  Original issue discount under
                  Section 1273 of the Internal
                  Revenue Code (for each $1,000
                  principal amount):                          $1,357.77

                  Yield to Maturity:                          17 1/2%

                  Initial Interest Rate:                      14 1/2% per annum

                  Interest Payment Dates:                     February 1 and August 1 of each year,
                                                              commencing August 1, 2004

                  Regular Record Dates:                       January 15 and July 15 of each year

</TABLE>

                  Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.


<PAGE>
                                      A-13




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


Date:                                                  @ENTERTAINMENT, INC.
    ----------------------------


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



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




<PAGE>
                                      A-14


                (Form of Trustee's Certificate of Authentication)



This is one of the 14 1/2% Senior Discount Notes due 2009 described in the
within-mentioned Indenture.


                                               BANKERS TRUST COMPANY,
                                               as Trustee


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



<PAGE>
                                      A-15


                              @ENTERTAINMENT, INC.

                     14 1/2% Senior Discount Note due 2009



1.       PRINCIPAL AND INTEREST; SUBORDINATION.

                  The Company will pay the principal of this Note on February 1,
2009.

                  Original issue discount will accrete from the Issue Date
(January 27, 1999) up to February 1, 2004. Thereafter the Company promises to
pay cash interest on the principal amount of this Note on each Interest
Payment Date, as set forth below, at the rate of 14 1/2% per annum (subject
to adjustment as provided below).

                  Cash Interest will be payable semiannually (to the holders
of record of the Notes (or any predecessor Notes) at the close of business on
the January 15 and July 15 immediately preceding the Interest Payment Date)
on each Interest Payment Date, commencing August 1, 2004. Except in the case
of a Registration Default (as defined herein), the principal of this Note
shall not accrue cash interest until February 1, 2004, except in the case of
a default in payment of the amount due at Maturity, in which case the amount
due on this Note shall bear cash interest at a rate of 17 1/2% per annum (to
the extent that the payment of such interest shall be legally enforceable),
which shall accrue from the date of such default to the date the payment of
such amount has been made or duly provided for. Interest on any overdue
principal amount shall be payable on demand.

                  The Holder of this Note is entitled to the benefits of the
Registration Rights Agreement, dated as of January 27, 1999, between the
Company, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank
Securities Inc. (the "Registration Rights Agreement"). In the event that (i) the
Exchange Offer Registration Statement (as defined in the Registration Rights
Agreement) is not filed with the Securities and Exchange Commission on or prior
to the 70th calendar day following the date of original issuance of the Notes,
(ii) the Exchange Offer Registration Statement is not declared effective on or
prior to the 130th calendar day after the date of original issuance of the
Notes, (iii) the Exchange Offer (as such term is defined in the Registration
Rights Agreement) is not consummated on or prior to the 160th calendar day after
the date of original issuance of the Notes or, as the case may be, a Shelf
Registration Statement (as such term is defined in the Registration Rights
Agreement) with respect to the Notes is not declared effective on or prior to
the 160th day after the date of original issuance of the Notes or (iv) the
Exchange Offer Registration Statement or the Shelf Registration Statement is
declared effective but thereafter ceases to be effective or usable within the
applicable period as provided in the Registration Rights Agreement except
pursuant

<PAGE>
                                      A-16


to Section 2(d)(ii) of the Registration Rights Agreement (each such event
referred to in clauses (i) through (iv) above, a "Registration Default"), then
the Company will be required to pay additional interest in cash on each Interest
Payment Date in an amount equal to one-half of one percent (0.5%) per annum of
the applicable Accreted Value, with respect to the first 90-day period following
such Registration Default. The amount of such additional interest will increase
by an additional one-half of one percent (0.5%) per annum for each subsequent
90-day period until such Registration Default has been cured, up to a maximum of
one and one-half percent (1.5%) per annum. Such additional interest shall cease
to accrue when such Registration Default has been cured. Upon (x) the filing of
the Exchange Offer Registration Statement after the 70-day period described in
clause (i) above, (y) the effectiveness of the Exchange Offer Registration
Statement after the 130-day period described in clause (ii) above or the period
during which it ceases to be effective or usable as described in clause (iv)
above or (z) the consummation of the Exchange Offer after the 160-day period or
the effectiveness of a Shelf Registration Statement after the 160-day period, as
the case may be, described in clause (iii) above or after the period during
which such Shelf Registration Statement ceases to be effective or usable as
described in clause (iv) above, and provided that none of the conditions set
forth in clauses (i), (ii), (iii) and (iv) above continues to exist, a
Registration Default will be deemed to be cured.

                  Cash interest on this Note will accrue from the most recent
date to which cash interest has been paid on this Note or the Note
surrendered in exchange herefor or, if no cash interest has been paid, from
February 1, 2004; PROVIDED that, if there is no existing default in the
payment of cash interest and if this Note is authenticated between a Regular
Record Date referred to on the face hereof and the next succeeding Interest
Payment Date, cash interest shall accrue from such Interest Payment Date.
Interest will be computed on the basis of a 360-day year comprised of twelve
30-day months.

                  The Company shall pay interest on overdue principal and
premium, if any, and interest on overdue installments of interest, to the extent
lawful, at a rate per annum equal to the rate of interest applicable to the
Notes.


2.       METHOD OF PAYMENT

                  The Company will pay interest (except defaulted interest)
on the principal amount of the Notes on each February 1 and August 1,
commencing August 1, 2004 to the persons who are Holders (as reflected in the
Note Register at the close of business on the January 15 and July 15
immediately preceding the Interest Payment Date), in each case, even if the
Note is canceled on registration of transfer or registration of exchange
after such record date; PROVIDED that, with respect to the payment of
principal, the Company will make payment to the Holder that surrenders this
Note to any Paying Agent on or after February 1, 2009.

<PAGE>
                                      A-17


                  The Company will pay principal, premium, if any, and interest
in money of the United States that at the time of payment is legal tender for
payment of public and private debts. However, the Company may pay principal,
premium, if any, and interest by its check payable in such money. The Company
may mail an interest check to a Holder's registered address (as reflected in the
Note Register). If a payment date is a date other than a Business Day at a place
of payment, payment may be made at that place on the next succeeding day that is
a Business Day and no interest shall accrue for the intervening period.


3.       PAYING AGENT AND NOTE REGISTRAR.

                  Initially, the Trustee will act as Paying Agent and Note
Registrar. The Company may change any Paying Agent or Note Registrar upon
written notice thereto. The Company, any Subsidiary or any Affiliate of any of
them may act as Paying Agent, Note Registrar or co-registrar.


4.       INDENTURE; LIMITATIONS.

                  The Company issued the Notes under an Indenture dated as of
January 27, 1999 (the "Indenture"), between the Company and Bankers Trust
Company, as trustee (the "Trustee"). Capitalized terms herein are used as
defined in the Indenture unless otherwise indicated. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act. The Notes are subject to all such terms,
and Holders are referred to the Indenture and the Trust Indenture Act for a
statement of all such terms. To the extent permitted by applicable law, in the
event of any inconsistency between the terms of this Note and the terms of the
Indenture, the terms of the Indenture shall control.

                  The Notes are senior unsecured obligations of the Company
ranking pari passu in right of payment with all other existing and future
unsubordinated obligations of the Company and senior in right of payment to any
existing and future obligations of the Company expressly subordinated in right
of payment to the Notes. The Indenture limits the aggregate principal amount at
maturity of the Notes to $256,800,000.


5.       OPTIONAL REDEMPTION AND OPTIONAL REDEMPTION UPON A PUBLIC EQUITY
OFFERING.

                  The Notes will be redeemable at the option of the Company, in
whole or in part, at any time on or after February 1, 2004 on not less than 30
or more than 60 days' prior notice at the redemption prices (expressed as
percentages of principal amount at maturity) set

<PAGE>
                                      A-18


forth below, together with accrued interest, if any, to the redemption date, if
redeemed during the twelve-month period beginning on February 1 of the years
indicated below (subject to the right of holders of record on relevant record
dates to receive interest due on a relevant interest payment date):

<TABLE>
<CAPTION>


                                                                 REDEMPTION
YEAR                                                                PRICE
----                                                             -----------
<S>                                                                <C>
2004...............................................................108.750%
2005............................................................... 105.833
2006............................................................... 102.917
2007 AND THEREAFTER................................................ 100.000

</TABLE>

                  At any time or from time to time prior to February 1, 2002 the
Company may redeem up to a maximum of 35% of the initially outstanding aggregate
principal amount at maturity of the Notes with some or all of the net cash
proceeds of one or more Public Equity Offerings at a redemption price equal to
117.5% of the Accreted Value thereof on the redemption date, plus accrued and
unpaid interest, if any, to the date of redemption (subject to the right of
holders of record on relevant record dates to receive interest due on relevant
interest payment dates); PROVIDED that immediately after giving effect to such
redemption, at least 65% of the originally issued aggregate principal amount at
maturity of the Notes remains outstanding. Any such redemption shall be effected
upon not less than 30 nor more than 60 days' notice given within 30 days after
the consummation of a Public Equity Offering.

                  Notice of a redemption will be mailed at least 30 days but not
more than 60 days before the Redemption Date to each Holder to be redeemed at
such Holder's last address as it appears in the Note Register. Notes in original
denominations larger than $1,000 principal amount at maturity may be redeemed in
part in integral multiples of $1,000 principal amount at maturity. On and after
the Redemption Date, interest will cease to accrue on Notes or portions of Notes
called for redemption, unless the Company defaults in the payment of the
Redemption Price.


6.       REPURCHASE UPON A CHANGE IN CONTROL AND ASSET SALES.


                  (a) Upon the occurrence of a Change of Control, each holder of
Notes shall have the right to require that the Company purchase such holder's
Notes, in whole or in part in integral multiples of $1,000 principal amount at
maturity, at a purchase price in cash of

<PAGE>
                                      A-19


101% of the Accreted Value thereof on the redemption date, plus accrued and
unpaid interest, if any, to the date of purchase (subject to the right of
holders of record on relevant record dates to receive interest due on relevant
interest payment dates), and (b) upon the occurrence of an Asset Sale, the
Company may be obligated to make an offer to purchase all or a portion of the
outstanding Notes with a portion of the Net Cash Proceeds of such Asset Sale at
a redemption price of 100% of the Accreted Value thereof on the redemption date
plus accrued and unpaid interest, if any, to the date of purchase.


7.       DENOMINATIONS; TRANSFER; EXCHANGE.

                  The Notes are in registered form without coupons, in
denominations of $1,000 principal amount at maturity and any integral multiple
thereof. A Holder may register the transfer or exchange of Notes in accordance
with the Indenture. The Note Registrar may require a Holder, among other things,
to furnish appropriate endorsements and transfer documents and to pay any taxes
and fees required by law or permitted by the Indenture. The Note Registrar need
not register the transfer or exchange of any Notes selected for redemption
(except the unredeemed portion of any Note being redeemed in part). Also, it
need not register the transfer or exchan?ge of any Notes for a period of 15 days
before a selection of Notes to be redeemed is made.


8.       PERSONS DEEMED OWNERS.

A                 Holder may be treated as the owner of a Note for all purposes.


9.       UNCLAIMED MONEY.

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


10.      AMENDMENT; SUPPLEMENT; WAIVER.

                  Subject to certain exceptions, the Indenture or the Notes may
be amended or supplemented with the consent of the Holders of at least a
majority in aggregate principal amount at maturity of the Notes then
outstanding, and any existing default or compliance with

<PAGE>
                                      A-20


any provision may be waived with the consent of the Holders of a majority in
aggregate principal amount at maturity of the Notes then outstanding. Without
notice to or the consent of any Holder, the parties thereto may amend or
supplement the Indenture or the Notes to, among other things, cure any ambiguity
or inconsistency and make any change that does not materially adversely affect
the rights of any Holder.


12.      RESTRICTIVE COVENANTS.

                  The Indenture contains certain covenants, including, without
limitation, covenants with respect to the following matters: (i) Indebtedness;
(ii) Restricted Payments; (iii) issuances and sales of Subsidiary stock; (iv)
transactions with Affiliates; (v) Liens; (vi) guarantees of Indebtedness by
Subsidiaries; (vii) purchase of Notes upon a Change of Control, (viii) Asset
Sales and disposition of the proceeds thereof; (ix) dividends and other payment
restrictions affecting Subsidiaries; (x) investments in Unrestricted
Subsidiaries; (xi) merger and certain transfers of assets; and (xii) lines of
business. At the end of each quarter and fiscal year, the Company must report to
the Trustee on compliance with such limitations.


13.      SUCCESSOR PERSONS.

                  When a successor person or other entity assumes all the
obligations of its predecessor under the Notes and the Indenture, the
predecessor person will be released from those obligations.


14.      REMEDIES FOR EVENTS OF DEFAULT.

<PAGE>
                                      A-21


                  If an Event of Default, as defined in the Indenture, occurs
and is continuing, the Trustee or the Holders of not less than 25% in principal
amount at maturity of the Notes then outstanding, by written notice to the
Company (and to the Trustee, if such notice is given by the Holders) may declare
all the Notes to be immediately due and payable and upon any such declaration
all such amounts payable in respect of the Notes shall become immediately due
and payable. If a bankruptcy or insolvency default with respect to the Company
or any of its Significant Subsidiaries occurs and is continuing, the Notes and
all such amounts payable in respect of the Notes shall automatically become
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder of Notes. Holders may not enforce the Indenture or the
Notes except as provided in the Indenture. The Trustee may require indemnity
satisfactory to it before it enforces the Indenture or the Notes. Subject to
certain limitations, Holders of at least a majority in principal amount of the
Notes then outstanding may direct the Trustee in its exercise of any trust or
power.


15.      TRUSTEE DEALINGS WITH COMPANY.

                  The Trustee under the Indenture, in its individual or any
other capacity, may become the owner or pledgee of Notes and may make loans to,
accept deposits from, perform services for, and otherwise deal with, the Company
and its Affiliates as if it were not the Trustee.


16.      AUTHENTICATION.

                  This Note shall not be valid until the Trustee signs the
certificate of authentication on the other side of this Note.


17.      ABBREVIATIONS.

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


18.      DEFEASANCE.

                  The Indenture contains provisions for defeasance, at any time,
of the Indebtedness represented by this Note or the covenants governing the
Indebtedness

<PAGE>
                                      A-22


represented by this Note, upon compliance by the Company with certain conditions
set forth in the Indenture.


<PAGE>
                                      A-23


                            [FORM OF TRANSFER NOTICE]


                  FOR VALUE RECEIVED the undersigned registered holder hereby
sell(s), assign(s) and transfer(s) unto

INSERT TAXPAYER IDENTIFICATION NO.

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

(Please print or typewrite name and address including zip code of assignee)


-------------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing


-------------------------------------------------------------------------------
attorney to transfer such Note on the books of the Company with full power of
substitution in the premises.

                     [THE FOLLOWING PROVISION TO BE INCLUDED
                              ON ALL CERTIFICATES]


                  In connection with any transfer of this Note occurring prior
to the date which is the earlier of the date of an effective Registration
Statement or __________________, the undersigned confirms that without utilizing
any general solicitation or general advertising that:

                                   [CHECK ONE]

[  ](a) this Note is being transferred in compliance with the exemption from
                  registration under the Securities Act of 1933,
                  as amended, provided by Rule 144A thereunder.

                                       OR

[  ] (b) this Note is 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 Note and the
                  Indenture.

If none of the foregoing boxes is checked, the Trustee or other Note Registrar
shall not be obligated to register this Note in the name of any Person other
than the Holder hereof unless

<PAGE>
                                      A-24


and until the conditions to any such transfer of registration set forth herein
and in Section 307 of the Indenture shall have been satisfied.


Date:
      --------------------
                                             NOTICE: The signature to this
                                             assignment must correspond with
                                             the name as written upon the
                                             instrument in every particular,
                                             without alteration or any change
                                             whatsoever.


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

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

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


Date:
      --------------------                     ------------------------------
                                               NOTICE:  To be executed by an
                                                        executive officer



<PAGE>
                                      A-25


                       OPTION OF HOLDER TO ELECT PURCHASE


                  If you wish to have this Note purchased by the Company
pursuant to Section 1016 or Section 1017 of the Indenture, check the Box: [ ].

                  If you wish to have a portion of this Note purchased by the
Company pursuant to Section 1016 or Section 1017 of the Indenture, state the
amount (in original principal amount) below:


                                     $---------------------.


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

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

<PAGE>
                                      A-26



                                                                       EXHIBIT B

                          FORM OF RULE 144A CERTIFICATE

To:      Bankers Trust Company
         Four Albany Street
         New York, NY 10006

         Attention:        Corporate Trust Trustee Administration

         Re:      @Entertainment, Inc. (the "COMPANY")
                  14 1/2% SENIOR DISCOUNT NOTES DUE 2009 (THE "NOTES")

Ladies and Gentlemen:

                  In connection with our proposed sale of $____ aggregate
principal amount of Notes, we confirm that such sale has been effected pursuant
to and in accordance with Rule 144A ("RULE 144A") under the Securities Act of
1933, as amended (the "SECURITIES ACT"). We are aware that the transfer of Notes
to us is being made in reliance on the exemption from the provisions of Section
5 of the Securities Act provided by Rule 144A. Prior to the date of this
Certificate we have been given the opportunity to obtain from the Company the
information referred to in Rule 144A(d)(4), and have either declined such
opportunity or have received such information.

                  You and the Company are entitled to rely upon this Certificate
and are irrevocably authorized to produce this Certificate or a copy hereof to
any interested party in any administrative or legal proceeding or official
inquiry with respect to the matters covered hereby.

                                            Very truly yours,

                                            [NAME OF PURCHASER]


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


Date of this Certificate:

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