<PAGE>   1
                                                                     EXHIBIT 4.5

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



                                    INDENTURE


                          DATED AS OF NOVEMBER 24, 1999


                                     BETWEEN


                    GLOBAL TELESYSTEMS EUROPE B.V., AS ISSUER


                                       AND


               UNITED STATES TRUST COMPANY OF NEW YORK, AS TRUSTEE

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

                                Euro 225,000,000

                          10 1/2% SENIOR NOTES DUE 2006
                     10 1/2% SENIOR NOTES DUE 2006, SERIES B


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



<PAGE>   2


                              CROSS-REFERENCE TABLE


<TABLE>
<CAPTION>
TRUST INDENTURE                                                                         INDENTURE
   ACT SECTION                                                                           SECTION
----------------                                                                        ---------
<S>                                                                                     <C>
Section 310(a)(1)...............................................................        7.10
           (a)(2)...............................................................        7.10
           (a)(3)...............................................................        N.A.
           (a)(4)...............................................................        N.A.
           (a)(5)...............................................................        7.08, 7.10.
           (b)..................................................................        7.08; 7.10; 10.02
           (c)..................................................................        N.A.
Section 311(a)..................................................................        7.11
           (b)..................................................................        7.11
           (c)..................................................................        N.A.
Section 312(a)..................................................................        2.05
           (b)..................................................................        10.03
           (c)..................................................................        10.03
Section 313(a)..................................................................        7.06
           (b)(1)...............................................................        7.06
           (b)(2)...............................................................        7.06
           (c)..................................................................        7.06; 10.02
           (d)..................................................................        7.06
Section 314(a)..................................................................        4.07; 4.09; 10.02
           (b)..................................................................        N.A.
           (c)(1)...............................................................        10.04
           (c)(2)...............................................................        10.04
           (c)(3)...............................................................        N.A.
           (d)..................................................................        N.A.
           (e)..................................................................        10.05
           (f)..................................................................        N.A.
Section 315(a)..................................................................        7.01(b)
           (b)..................................................................        7.05; 10.02
           (c)..................................................................        7.01(a)
           (d)..................................................................        7.01(c)
           (e)..................................................................        6.11
Section 316(a)(last sentence)...................................................        2.09
           (a)(1)(A)............................................................        6.05
           (a)(1)(B)............................................................        6.04
           (a)(2)...............................................................        N.A.
           (b)..................................................................        6.07
           (c)..................................................................        9.04
Section 317(a)(1)...............................................................        6.08
           (a)(2)...............................................................        6.09
           (b)..................................................................        2.04
Section 318(a)..................................................................        10.01
</TABLE>


-------------------------
N.A. means Not Applicable.
NOTE: This Cross-Reference Table shall not, for any purpose, be deemed to be a
part of the Indenture.


<PAGE>   3

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                 Page
                                                                                                 ----
<S>                 <C>                                                                          <C>
                                                ARTICLE ONE

                                 DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.       Definitions.....................................................................1
SECTION 1.02.       Incorporation by Reference of Trust Indenture Act..............................19
SECTION 1.03.       Rules of Construction..........................................................20

                                                ARTICLE TWO

                                              THE SECURITIES

SECTION 2.01.       Form and Dating................................................................20
SECTION 2.02.       Execution and Authentication...................................................21
SECTION 2.03.       Registrar and Paying Agent.....................................................21
SECTION 2.04.       Paying Agent To Hold Assets in Trust...........................................22
SECTION 2.05.       Securityholder Lists...........................................................22
SECTION 2.06.       Transfer and Exchange..........................................................22
SECTION 2.07.       Replacement Securities.........................................................23
SECTION 2.08.       Outstanding Securities.........................................................23
SECTION 2.09.       Treasury Securities............................................................24
SECTION 2.10.       Temporary Securities...........................................................24
SECTION 2.11.       Cancellation...................................................................24
SECTION 2.12.       Defaulted Interest.............................................................24
SECTION 2.13.       Common Number..................................................................24
SECTION 2.14.       Deposit of Moneys..............................................................24
SECTION 2.15.       Book-Entry Provisions for Global Securities....................................25
SECTION 2.16.       Registration of Transfers and Exchanges........................................25

                                              ARTICLE THREE

                                               REDEMPTION

SECTION 3.01.       Notices to Trustee.............................................................29
SECTION 3.02.       Notice of Redemption...........................................................29
SECTION 3.03.       Effect of Notice of Redemption.................................................30
SECTION 3.04.       Deposit of Redemption Price....................................................30

                                              ARTICLE FOUR

                                               COVENANTS

SECTION 4.01.       Payment of Securities..........................................................30
SECTION 4.02.       Maintenance of Office or Agency................................................31
SECTION 4.03.       Corporate Existence............................................................31
SECTION 4.04.       Payment of Taxes and Other Claims..............................................31
SECTION 4.05.       Notice of Defaults.............................................................31
SECTION 4.06.       Maintenance of Properties and Insurance........................................32
</TABLE>


                                      -i-
<PAGE>   4


<TABLE>
<CAPTION>
                                                                                                 Page
                                                                                                 ----
<S>                 <C>                                                                          <C>
SECTION 4.07.       Compliance Certificate.........................................................32
SECTION 4.08.       Waiver of Stay, Extension or Usury Laws........................................32
SECTION 4.09.       Provision of Financial Information.............................................33
SECTION 4.10.       Change of Control..............................................................33
SECTION 4.11.       Limitation on Restricted Payments..............................................34
SECTION 4.12.       Limitation on Incurrence of Indebtedness.......................................36
SECTION 4.13.       Limitations on Restrictions Affecting Restricted Subsidiaries..................38
SECTION 4.14.       Designation of Unrestricted Subsidiaries.......................................39
SECTION 4.15.       Limitation on Liens............................................................40
SECTION 4.16.       Limitation on Asset Sales......................................................40
SECTION 4.17.       Limitation on Transactions with Affiliates.....................................41
SECTION 4.18.       Limitation on Issuances of Guarantees by Restricted Subsidiaries...............42
SECTION 4.19.       Limitation on the Issuance and Sale of Capital Stock of Restricted
                      Subsidiaries.................................................................42
SECTION 4.20.       Additional Amounts.............................................................42

                                                ARTICLE FIVE

                                        MERGERS; SUCCESSOR CORPORATION

SECTION 5.01.       Mergers, Sale of Assets, etc...................................................44
SECTION 5.02.       Successor Corporation Substituted..............................................44

                                                ARTICLE SIX

                                            DEFAULT AND REMEDIES

SECTION 6.01.       Events of Default..............................................................44
SECTION 6.02.       Acceleration...................................................................46
SECTION 6.03.       Other Remedies.................................................................46
SECTION 6.04.       Waiver of Past Default.........................................................47
SECTION 6.05.       Control by Majority............................................................47
SECTION 6.06.       Limitation on Suits............................................................47
SECTION 6.07.       Rights of Holders To Receive Payment...........................................48
SECTION 6.08.       Collection Suit by Trustee.....................................................48
SECTION 6.09.       Trustee May File Proofs of Claim...............................................48
SECTION 6.10.       Priorities.....................................................................49
SECTION 6.11.       Undertaking for Costs..........................................................49

                                              ARTICLE SEVEN

                                                 TRUSTEE

SECTION 7.01.       Duties of Trustee..............................................................49
SECTION 7.02.       Rights of Trustee..............................................................50
SECTION 7.03.       Individual Rights of Trustee...................................................51
SECTION 7.04.       Trustee's Disclaimer...........................................................51
SECTION 7.05.       Notice of Defaults.............................................................52
SECTION 7.06.       Reports by Trustee to Holders..................................................52
SECTION 7.07.       Compensation and Indemnity.....................................................52
SECTION 7.08.       Replacement of Trustee.........................................................53
</TABLE>

                                      -ii-

<PAGE>   5


<TABLE>
<CAPTION>
                                                                                                 Page
                                                                                                 ----
<S>                 <C>                                                                          <C>
SECTION 7.09.       Successor Trustee by Merger, etc...............................................54
SECTION 7.10.       Eligibility; Disqualification..................................................54
SECTION 7.11.       Preferential Collection of Claims Against Company..............................54

                                                 ARTICLE EIGHT

                                           DISCHARGE OF INDENTURE

SECTION 8.01.       Termination of Company's Obligations...........................................54
SECTION 8.02.       Application of Trust Money.....................................................55
SECTION 8.03.       Repayment to Company...........................................................55
SECTION 8.04.       Reinstatement..................................................................56

                                                ARTICLE NINE

                                      AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01.       Without Consent of Holders.....................................................56
SECTION 9.02.       With Consent of Holders........................................................57
SECTION 9.03.       Compliance with Trust Indenture Act............................................58
SECTION 9.04.       Revocation and Effect of Consents..............................................58
SECTION 9.05.       Notation on or Exchange of Securities..........................................58
SECTION 9.06.       Trustee To Sign Amendments, etc................................................58

                                                ARTICLE TEN

                                               MISCELLANEOUS

SECTION 10.01.      Trust Indenture Act Controls...................................................59
SECTION 10.02.      Notices........................................................................59
SECTION 10.03.      Communications by Holders with Other Holders...................................61
SECTION 10.04.      Certificate and Opinion as to Conditions Precedent.............................61
SECTION 10.05.      Statements Required in Certificate or Opinion..................................61
SECTION 10.06.      Rules by Trustee, Paying Agent, Registrar......................................62
SECTION 10.07.      Governing Law..................................................................62
SECTION 10.08.      No Recourse Against Others.....................................................62
SECTION 10.09.      Successors.....................................................................62
SECTION 10.10.      Counterpart Originals..........................................................62
SECTION 10.11.      Severability...................................................................62
SECTION 10.12.      No Adverse Interpretation of Other Agreements..................................62
SECTION 10.13.      Legal Holidays.................................................................62
SECTION 10.14.      Agent for Service; Submission to Jurisdiction; Waiver of Immunities............62
SECTION 10.15.      Judgment Currency..............................................................63
SECTION 10.16.      Unclaimed Funds................................................................63

SIGNATURES........................................................................................S-1

EXHIBIT A         Form of Series A Security.......................................................A-1
EXHIBIT B         Form of Series B Security.......................................................B-1
EXHIBIT C         Form of Legend for Global Securities............................................C-1
EXHIBIT D         Form of Transfer Certificate....................................................D-1
EXHIBIT E         Form of Transfer Certificate for Institutional Accredited Investors.............E-1
EXHIBIT F         Form of Transfer Certificate for Regulation S Transfers.........................F-1
</TABLE>

                                     -iii-

<PAGE>   6






                  INDENTURE dated as of November 24, 1999, between GLOBAL
TELESYSTEMS EUROPE B.V., a Netherlands limited company (the "Company") and
United States Trust Company of New York, a New York banking corporation, as
Trustee.

                  Each party hereto agrees as follows for the benefit of each
other party and for the equal and ratable benefit of the Holders of the
Securities:


                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE


SECTION 1.01.  Definitions.

                  "Acquired Indebtedness" means Indebtedness of a Person (a)
assumed in connection with an Acquisition from such Person or (b) existing at
the time such Person becomes a Restricted Subsidiary or is merged or
consolidated with or into the Company or any Restricted Subsidiary; provided,
however, that such Indebtedness was not Incurred in connection with, or in
contemplation of, such Acquisition, such Person becoming a Restricted Subsidiary
or such merger or consolidation.

                  "Acquired Person" means, with respect to any specified Person,
any other Person which merges with or into or becomes a Subsidiary of such
specified Person.

                  "Acquisition" means (i) 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 to any other Person, or any acquisition or purchase of
Equity Interests 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 consolidated, merged with or into the Company
or any Restricted Subsidiary or (ii) 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.

                  "Additional Interest" has the meaning provided in Section 4(a)
of the Registration Rights Agreement.

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

                  "Agent" means any Registrar, Paying Agent or co-Registrar.

                  "Asset Sale" means any direct or indirect sale, conveyance,
transfer, lease (that has the effect of a disposition) or other disposition
(including, without limitation, any merger, consolidation or sale-leaseback
transaction) to any Person other than the Company or a Restricted Subsidiary, in
one transaction or a series of related transactions, of (i) any Equity Interest
of any Restricted Subsidiary; (ii) any material license, franchise or


<PAGE>   7
                                      -2-


other authorization of the Company or any Restricted Subsidiary; (iii) any
assets of the Company or any Restricted Subsidiary which constitute
substantially all of an operating unit or line of business of the Company or any
Restricted Subsidiary; or (iv) any other property or asset of the Company or any
Restricted Subsidiary outside of the ordinary course of business (including the
receipt of proceeds paid on account of the loss of or damage to any property or
asset and awards of compensation for any asset taken by condemnation, eminent
domain or similar proceedings). For the purposes of this definition, the term
"Asset Sale" shall not include (a) any transaction consummated in compliance
with Section 5.01 and the creation of any Lien not prohibited by Section 4.15;
provided, however, that any transaction consummated in compliance with Section
5.01 involving a sale, conveyance, assignment, transfer, lease or other disposal
of less than all of the properties or assets of the Company and the Restricted
Subsidiaries shall be deemed to be an Asset Sale with respect to the properties
or assets of the Company and Restricted Subsidiaries that are not so sold,
conveyed, assigned, transferred, leased or otherwise disposed of in such
transaction; (b) sales of property or equipment that has become worn out,
obsolete or damaged or otherwise unsuitable for use in connection with the
business of the Company or any Restricted Subsidiary, as the case may be; (c)
any transaction consummated in compliance with Section 4.11 or that constitutes
a Permitted Investment; and (d) any sale, lease, transfer, conveyance or other
disposition in the ordinary course of business of capacity on any fiber optic or
cable system controlled or operated by the Company or any Restricted Subsidiary
or of telecommunications capacity, transmission rights, conduit or rights-of-way
acquired by the Company or any Restricted Subsidiary for use in a
Telecommunications Business of the Company or any Restricted Subsidiary. In
addition, solely for purposes of Section 4.16, any sale, conveyance, transfer,
lease or other disposition of any property or asset, whether in one transaction
or a series of related transactions, involving assets with a Fair Market Value
not in excess of $1.0 million in any fiscal year shall be deemed not to be an
Asset Sale.

                  "Bankruptcy Law" see Section 6.01.

                  "Basket" see Section 4.11(c).

                  "Board of Directors" means, with respect to any Person, the
Board of Directors of such Person (or comparable governing body), or any
authorized committee of that Board (it being understood that the Board of
Directors of the Company shall be its Board of Managing Directors and its Board
of Supervisory Directors, collectively).

                  "Board of Managing Directors" means, with respect to the
Company, its executive board.

                  "Board of Supervisory Directors" means, with respect to the
Company, its supervisory board.

                  "Board Resolution" means, with respect to any Person, a duly
adopted resolution of the Board of Directors of such Person.

                  "Business Day" means a day (other than a Saturday or Sunday)
on which the Depository and banks in the place of payment are open for business.

                  "Capacity Swaps" means the exchange by the Company or any
Restricted Subsidiary of capacity on the Company's or such Restricted
Subsidiary's network (including without limitation through the transfer of
indefeasible rights of use or multiple investment units and/or the sale or lease
of dark fibers or wavelengths thereon) for Equity Interests in any Permitted
ISP.


<PAGE>   8
                                      -3-


                  "Capital Lease Obligation" means, at the time any
determination thereof is to be made, the amount of the liability in respect of a
capital lease that would at such time be so required to be capitalized on the
balance sheet in accordance with GAAP.

                  "Cash Equivalents" means: (a) U.S. dollars or Euros; (b)
securities (i) issued or directly and fully guaranteed or insured by the U.S.
government or any agency or instrumentality thereof or (ii) which are
denominated in Euros and are issued by or directly and fully guaranteed or
insured by a member of the European Union, or any agency or instrumentality
thereof, in each case having maturities of not more than twelve months from the
date of acquisition; (c) certificates of deposit and time deposits with
maturities of twelve months or less from the date of acquisition, bankers'
acceptances with maturities not exceeding twelve months and overnight bank
deposits, in each case with any commercial bank having capital and surplus in
excess of $500 million; (d) repurchase obligations with a term of not more than
seven days for underlying securities of the types described in clauses (b) and
(c) entered into with any financial institution meeting the qualifications
specified in clause (c) above; (e) commercial paper rated P-1, A-1 or the
equivalent thereof by Moody's Investors Service, Inc. or Standard & Poor's
Ratings Group, respectively, and in each case maturing within twelve months
after the date of acquisition; and (f) any money market accounts or funds at
least 95% of the assets of which constitute Cash Equivalents of the kinds
described in clauses (a) through (e) above.

                  "Cedel" means Cedelbank.

                  "Change of Control" shall mean the occurrence of any of the
following events (whether or not approved by the Board of Directors of the
Company): (a) any Person or group (other than a Permitted Holder or an
Investment Grade Person) is or becomes the beneficial owner, directly or
indirectly, of Voting Equity Interests representing 35% or more of the total
voting power of the Voting Equity Interests of the Company at a time when the
Permitted Holders together (x) own Voting Equity Interests representing a lesser
percentage of the total voting power of the Voting Equity Interests of the
Company, than such Person or group (for purposes of determining the percentage
of the Voting Equity Interests of such Person or group, the holdings of the
Permitted Holders who are part of such Person or group shall not be counted in
the Voting Equity Interests of such Person or group) or (y) do not hold the
power to elect a majority of the members of the Board of Directors of the
Company; (b) any Person or group (other than an Investment Grade Person) is or
becomes the beneficial owner, directly or indirectly, of Voting Equity Interests
representing 50% or more of the total voting power of the Voting Equity
Interests of GTS or has the power, directly or indirectly, to elect a majority
of the members of the Board of Directors of GTS; (c) the Company consolidates
with, or merges with or into, another Person (other than an Investment Grade
Person) or the Company or one or more Restricted Subsidiaries sell, assign,
convey, transfer, lease or otherwise dispose of all or substantially all of the
assets of the Company and the Restricted Subsidiaries, taken as a whole, to any
Person (other than a Wholly Owned Restricted Subsidiary or an Investment Grade
Person), or any Person (other than an Investment Grade Person) consolidates
with, or merges with or into, the Company, in any such event other than pursuant
to a transaction in which the Person or Persons that "beneficially owned,"
directly or indirectly, Voting Equity Interests representing a majority of the
total voting power of the Voting Equity Interests of the Company immediately
prior to such transaction, "beneficially own," directly or indirectly, Voting
Equity Interests representing a majority of the total voting power of the Voting
Equity Interests of the surviving or transferee Person; provided, however, that
sales, transfers, conveyances or other dispositions in the ordinary course of
business of capacity on fiber optic or cable systems owned, controlled or
operated by the Company or any Restricted Subsidiary or of telecommunications
capacity or transmission rights, rights-of-way or conduit acquired by the
Company or any Restricted Subsidiary for use in the Telecommunications Business
of the Company or a Restricted Subsidiary, including, without limitation, for
sale, lease, transfer, conveyance or other disposition to any customer of the
Company or any Restricted Subsidiary shall not be deemed a disposition of assets
for purposes or this clause (c); (d) GTS consolidates with, or merges with or
into, another Person (other than an Investment Grade Person) or GTS or one or
more of its Subsidiaries sell, assign, convey, transfer, lease or otherwise
dispose of all or substantially all of the assets of GTS and its Subsidiaries,


<PAGE>   9
                                      -4-


taken as a whole, to any Person (other than a wholly owned Subsidiary of GTS or
an Investment Grade Person), or any Person (other than an Investment Grade
Person) consolidates with, or merges with or into, GTS, in any such event other
than pursuant to a transaction in which the Person or Persons that "beneficially
owned," directly or indirectly, Voting Equity Interests representing a majority
of the total voting power of the Voting Equity Interests of GTS immediately
prior to such transaction, "beneficially own," directly or indirectly Voting
Equity Interests representing a majority of the total voting power of the Voting
Equity Interests of the surviving or transferee Person; (e) during any
consecutive two-year period, individuals who at the beginning of such period
constituted the Board of Supervisory Directors of the Company (together with any
new directors elected or nominated for election to the Board of Supervisory
Directors by the stockholders of the Company with the approval or consent of a
majority 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 or consented to) cease for any reason (other than by
action of the Permitted Holders) to constitute a majority of the Board of
Managing Directors of the Company then in office; (f) during any consecutive two
year period, individuals who at the beginning of such period constituted the
Board of Managing Directors of GTS (together with any new directors whose
election by the Board of Directors of GTS or whose nomination for election by
the stockholders of GTS was approved by a vote of a majority 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 GTS then in
office; or (g) there shall occur the liquidation or dissolution of the Company
or GTS. For purposes of this definition, (I) "group" has the meaning under
Section 13(d) and 14(d) of the Exchange Act or any successor provision to either
of the foregoing, including any group acting for the purpose of acquiring,
holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under
the Exchange Act, and (II) "beneficial ownership" has the meaning set forth 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, upon the happening of an event or otherwise.

                  "Change of Control Date" see Section 4.10(a).

                  "Common Depository" means, with respect to the Securities
issued in the form of one or more Global Securities, the Person designated as
the common depository by Euroclear or Cedelbank, which shall initially be
Bankers Trust Company.

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

                  "Company Request" or "Company Order" means a written request
or order signed in the name of the Company by two Officers or by an Officer and
an Assistant Treasurer or an Assistant Secretary, and delivered to the Trustee.

                  "Consolidated Income Tax Expense" means, with respect to any
period, the provision for federal, state, local and foreign income taxes payable
by the Company and the Restricted Subsidiaries for such period as determined on
a consolidated basis in accordance with GAAP.

                  "Consolidated Interest Expense" means, with respect to any
period, without duplication, the sum of (i) the interest expense of the Company
and the Restricted Subsidiaries for such period as determined on a consolidated
basis in accordance with GAAP, including, without limitation, (a) any
amortization of debt discount, (b) the net cost under Interest Rate Protection
Obligations (including any amortization of discounts), (c) the interest portion
of any deferred payment obligation, (d) all commissions, discounts and other
fees and charges owed with respect to letters of credit and bankers' acceptance
financing and (e) all capitalized interest


<PAGE>   10
                                      -5-


and all accrued interest, (ii) the interest component of Capitalized Lease
Obligations paid, accrued and/or scheduled to be paid or accrued by the Company
and the Restricted Subsidiaries during such period as determined on a
consolidated basis in accordance with GAAP and (iii) dividends and distributions
in respect of Disqualified Equity Interests actually paid in cash by the Company
or any Restricted Subsidiary (other than to the Company or another Restricted
Subsidiary) during such period as determined on a consolidated basis in
accordance with GAAP.

                  "Consolidated Net Income" means, with respect to any period,
the net income of the Company and the Restricted Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP, adjusted, to the
extent included in calculating such net income, by excluding, without
duplication, (a) other than for purposes of calculating the Basket, all
extraordinary gains or losses for such period, (b) other than for purposes of
calculating the Basket, all gains or losses from the sales or other dispositions
of assets out of the ordinary course of business (net of taxes, fees and
expenses relating to the transaction giving rise thereto) for such period; (c)
that portion of such net income derived from or in respect of investments in
Persons other than Restricted Subsidiaries, except to the extent actually
received in cash by the Company or any Restricted Subsidiary (subject, in the
case of any Restricted Subsidiary, to the provisions of clause (f) of this
definition); (d) the portion of such net income (or loss) allocable to minority
interests in any Person (other than a Restricted Subsidiary) for such period,
except to the extent the Company's allocable portion of such Person's net income
for such period is actually received in cash by the Company or any Restricted
Subsidiary (subject, in the case of any Restricted Subsidiary, to the provisions
of clause (f) of this definition); (e) the net income (or loss) of any other
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;
and (f) the net income of any Restricted Subsidiary to the extent that the
declaration of dividends or similar distributions by that Restricted Subsidiary
of that income is not at the time (regardless of any waiver) permitted, directly
or indirectly, by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulations
applicable to that Restricted Subsidiary or its Equity Interest holders.

                  "Consolidated Operating Cash Flow" means, with respect to any
period, Consolidated Net Income for such period increased (without duplication),
to the extent deducted in calculating such Consolidated Net Income, by (a)
Consolidated Income Tax Expense for such period; (b) Consolidated Interest
Expense for such period; and (c) depreciation, amortization and any other
non-cash items for such period (other than any non-cash item which requires the
accrual of, or a reserve for, cash charges for any future period) of the Company
and the Restricted Subsidiaries, including, without limitation, amortization of
capitalized debt issuance costs for such period, all of the foregoing determined
on a consolidated basis in accordance with GAAP minus non-cash items to the
extent they increase Consolidated Net Income (including the partial or entire
reversal of reserves taken in prior periods) for such period.

                  "Corporate Trust Office of the Trustee" shall be at the
address of the Trustee specified in Section 10.02 or such other address as the
Trustee may give notice to the Company.

                  "CT Corporation System" see Section 10.14.

                  "Cumulative Operating Cash Flow" means, as at any date of
determination, the positive cumulative Consolidated Operating Cash Flow realized
during the period commencing on January 4, 1999 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.


<PAGE>   11
                                      -6-


                  "Currency Agreement" shall mean any foreign exchange contract,
currency swap agreement or other similar agreement or arrangement, which may
include the use of derivatives, designed to protect the Company or any
Restricted Subsidiary against fluctuations in currency values and not for
speculative purposes.

                  "Custodian" see Section 6.01.

                  "Debt to Annualized Operating Cash Flow Ratio" means the ratio
of (a) the Total Consolidated Indebtedness as of the date of calculation (the
"Determination Date") to (b) two times the Consolidated Operating Cash Flow for
the latest two fiscal quarters for which financial information is available
immediately preceding such Determination Date (the "Measurement Period"). For
purposes of calculating Consolidated Operating Cash Flow for the Measurement
Period immediately prior to the relevant Determination Date, (I) any Person that
is a Restricted Subsidiary on the Determination Date (or would become a
Restricted Subsidiary on such Determination Date in connection with the
transaction that requires the determination of such Consolidated Operating Cash
Flow) will be deemed to have been a Restricted Subsidiary at all times during
such Measurement Period, (II) any Person that is not a Restricted Subsidiary on
such Determination Date (or would cease to be a Restricted Subsidiary on such
Determination Date in connection with the transaction that requires the
determination of such Consolidated Operating Cash Flow) will be deemed not to
have been a Restricted Subsidiary at any time during such Measurement Period,
and (III) if the Company or any Restricted Subsidiary shall have in any manner
(x) acquired (through an Acquisition or the commencement of activities
constituting such operating business) or (y) disposed of (by way of an Asset
Sale or the termination or discontinuance of activities constituting such
operating business) any operating business during such Measurement Period or
after the end of such period and on or prior to such Determination Date, such
calculation will be made on a pro forma basis in accordance with GAAP as if, in
the case of an Acquisition or the commencement of activities constituting such
operating business, all such transactions had been consummated on the first day
of such Measurement Period and, in the case of an Asset Sale or termination or
discontinuance of activities constituting such operating business, all such
transactions had been consummated prior to the first day of such Measurement
Period (it being understood that in calculating Consolidated Operating Cash Flow
the exclusions set forth in clauses (a) through (f) of the definition of
Consolidated Net Income shall apply to an Acquired Person as if it were a
Restricted Subsidiary).

                  "Default" means any event that is, or with the passage of time
or the giving of notice or both would be, an Event of Default.

                  "Depository" means, with respect to the Securities issued in
the form of one or more Global Securities, Euroclear or Cedel.

                  "Designation" see Section 4.14.

                  "Designation Amount" see Section 4.14.

                  "Determination Date" has the meaning set forth in the
definition of "Debt to Annualized Operating Cash Flow Ratio" above.

                  "Disinterested Director" means a member of the Board of
Directors of the Company who does not have any material direct or indirect
financial interest in or with respect to the transaction being considered. For
purposes of this Indenture, a member of the Board of Directors of the Company
shall not be deemed to have any material direct or indirect financial interest
in or with respect to the transaction being considered solely by virtue of also
being a director or officer of GTS.


<PAGE>   12
                                      -7-


                  "Disposition" means, with respect to any Person, any merger,
consolidation or other business combination involving such Person (whether or
not such Person is the Surviving Person) or the sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of such
Person's assets.

                  "Disqualified Equity Interest" means any Equity Interest
which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable at the option of the holder
thereof), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable,
at the option of the holder thereof, in whole or in part, on or prior to the
Maturity Date; provided, however, that any Equity Interests that would not
constitute Disqualified Equity Interests but for provisions thereof giving
holders thereof the right to require the Company to repurchase or redeem such
Equity Interests upon the occurrence of a change in control occurring prior to
the Maturity Date shall not constitute Disqualified Equity Interests if the
change in control provisions applicable to such Equity Interests are no more
favorable to the holders of such Equity Interests than the provisions under
Section 4.10 and such Equity Interests specifically provide that the Company
will not repurchase or redeem any such Equity Interests pursuant to such
provisions prior to the Company's repurchase of Securities as are required to be
repurchased pursuant to the provisions under Section 4.10.

                  "Dollar Equivalent" shall mean, with respect to a 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 other currency
involved in such computation into U.S. dollars at the rate for the purchase of
U.S. dollars with the applicable currency as set forth in the Key Currency Cross
Rates table of The Wall Street Journal (or a successor table) on the date that
is two Business Days prior to such determination.

                  "Equity Interest" in any Person means any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) corporate stock or other
equity participations, including partnership interests, whether general or
limited, in such Person, including any Preferred Equity Interests.

                  "Euro Government Obligations" means Euro-denominated direct
non-callable obligations of, or obligations guaranteed by, a member state of the
European Union for the payment of which guarantee or obligations the full faith
and credit of such member state is pledged.

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

                  "Event of Default" see Section 6.01.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated by the SEC thereunder.

                  "Exchange Securities" means the Series B Securities to be
issued by the Company in exchange for the Series A Securities.

                  "Existing Notes" means, collectively, the Company's 11 1/2%
Senior Notes due 2007, 10 3/8% Senior Notes due 2006 and 10 3/8% Senior Notes
due 2006.

                  "Expiration Date" has the meaning set forth in the definition
of "Offer to Purchase" below.


<PAGE>   13
                                      -8-


                  "Fair Market Value" means, with respect to any asset, the
price (after taking into account any liabilities relating to such assets) which
could be negotiated in an arm's-length free market transaction, for cash,
between a willing seller and a willing and able buyer, neither of which is under
any compulsion to complete the transaction; provided, however, that the Fair
Market Value of any such asset or assets shall be determined conclusively by the
Board of Directors of the Company acting in good faith, which determination
shall be evidenced by a resolution of such Board delivered to the Trustee.

                  "GAAP" means, at any date of determination, generally accepted
accounting principles in effect in the United States which are applicable at the
date of determination and which are consistently applied for all applicable
periods.

                  "Global Security" means a security evidencing all or a portion
of the Securities issued to the Depository or its nominee in accordance with
Section 2.01 and bearing the legend set forth in Exhibit C hereto.

                  "GTS" means Global TeleSystems Group, Inc., a Delaware
corporation, and its successors.

                  "guarantee" means, as applied to any obligation, (i) 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 (ii) 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. A guarantee shall include,
without limitation, any agreement to maintain or preserve any other person's
financial condition or to cause any other Person to achieve certain levels of
operating results.

                  "Holder," "holder of Securities," "Securityholders" or other
similar terms mean the registered holder of any Security.

                  "Incur" means, with respect to any Indebtedness or other
obligation of any Person, to create, issue, incur (including by conversion,
exchange or otherwise), assume, guarantee or otherwise become liable in respect
of such Indebtedness or other obligation or the recording, as required pursuant
to GAAP or otherwise, of any such Indebtedness or other obligation on the
balance sheet of such Person (and "Incurrence," "Incurred" and "Incurring" shall
have meanings correlative to the foregoing). Indebtedness of a Person existing
at the time such Person becomes a Restricted Subsidiary or is merged or
consolidated with or into the Company or any Restricted Subsidiary shall be
deemed to be Incurred at such time.

                  "Indebtedness" means (without duplication), with respect to
any Person, whether recourse is to all or a portion of the assets of such Person
and whether or not contingent, (a) every obligation of such Person for money
borrowed; (b) every obligation of such Person evidenced by bonds, debentures,
notes or other similar instruments, including obligations incurred in connection
with the acquisition of property, assets or businesses; (c) every reimbursement
obligation of such Person with respect to letters of credit, bankers'
acceptances or similar facilities issued for the account of such Person; (d)
every obligation of such Person issued or assumed as the deferred purchase price
of property or services (but excluding trade accounts payable incurred in the
ordinary course of business and payable in accordance with industry practices,
or other accrued liabilities arising in the ordinary course of business which
are not overdue or which are being contested in good faith); (e) every Capital
Lease Obligation of such Person; (f) every net obligation under interest rate
swap or similar agreements or foreign currency hedge, exchange or similar
agreements of such Person; (g) every obligation of the type referred to in
clauses (a) through (f) of another Person and all dividends of another Person
the payment of which, in either case, such Person has guaranteed or is
responsible or liable for, directly or indirectly, as obligor, guarantor or
otherwise; and (h) any and all Refinancings of, or amendments, modifications or
supplements to, any


<PAGE>   14
                                      -9-


liability of the kind described in any of the preceding clauses (a) through (g)
above. Indebtedness (i) shall never be calculated taking into account any cash
and cash equivalents held by such Person; (ii) shall not include obligations of
any Person (x) arising from the honoring by a bank or other financial
institution of a check, draft or similar instrument inadvertently drawn against
insufficient funds in the ordinary course of business, provided, however, that
such obligations are extinguished within two Business Days of their incurrence
unless covered by an overdraft line, (y) resulting from the endorsement of
negotiable instruments for collection in the ordinary course of business and
consistent with past business practices and (z) under stand-by letters of credit
or guarantees to the extent collateralized by cash or Cash Equivalents; (iii)
which provides that an amount less than the principal amount thereof shall be
due upon any declaration of acceleration thereof shall be deemed to be Incurred
or outstanding in an amount equal to the accreted value thereof at the date of
determination determined in accordance with GAAP; and (iv) shall include the
liquidation preference and any mandatory redemption payment obligations in
respect of any Disqualified Equity Interests of the Company or any Preferred
Equity Interests of any Restricted Subsidiary.

                  "Indenture" means this Indenture as amended or supplemented
from time to time.

                  "Independent Financial Advisor" means a recognized,
accounting, appraisal, investment banking firm or consultant with experience in
a Telecommunications Business (i) which does not, and whose directors, officers
and employees or Affiliates do not, have a material direct or indirect financial
interest in the Company and (ii) which, in the judgment of the Board of
Directors of the Company, is otherwise independent and qualified to perform the
task for which it is to be engaged.

                  "Initial Purchasers" means Donaldson, Lufkin & Jenrette
International, Merrill Lynch International, Deutsche Bank AG London, Lehman
Brothers International (Europe) and Dresdner Bank AG London Branch.

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

                  "interest" means, with respect to the Securities, the sum of
any cash interest and any Additional Interest on the Securities.

                  "Interest Payment Date" means each semiannual interest payment
date on June 1 and December 1 of each year, commencing June 1, 2000.

                  "Interest Rate Protection Obligations" means, with respect to
any Person, the Obligations of such Person under (i) interest rate swap
agreements, interest rate cap agreements and interest rate collar agreements,
and (ii) other agreements or arrangements designed to protect such Person
against fluctuations in interest rates.

                  "Interest Record Date" for the interest payable on any
Interest Payment Date (except a date for payment of defaulted interest) means
the May 15 or November 15 (whether or not a Business Day), as the case may be,
immediately preceding such Interest Payment Date.

                  "Investment" means, with respect to any Person, any direct or
indirect loan, advance, guarantee or other extension of credit or capital
contribution to (by means of transfers of cash or other property or assets to
others or payments for property or services for the account or use of others, or
otherwise), or purchase or acquisition of capital stock, bonds, notes,
debentures or other securities or evidences of Indebtedness issued by, any other
Person. The amount of any Investment shall be the original cost of such
Investment, plus the cost of all


<PAGE>   15
                                      -10-


additions thereto, and minus the amount of any portion of such Investment repaid
to such Person in cash as a repayment of principal or a return of capital, as
the case may be, but without any other adjustments for increases or decreases in
value, or write-ups, write-downs or write-offs with respect to such Investment.
In determining the amount of any investment involving a transfer of any property
or asset other than cash, such property shall be valued at its Fair Market Value
at the time of such transfer. "Investments" shall exclude extensions of trade
credit in the ordinary course of business in accordance with normal trade
practices.

                  "Investment Grade Person" means a corporation, partnership,
limited liability company or limited liability partnership (i) whose outstanding
unsecured debt securities are assigned ratings by both Rating Agencies equal to
or higher than "A", or the equivalents thereof, (ii) with a total market
capitalization at such time of at least $10 billion and (iii) that is primarily
engaged in a Telecommunications Business.

                  "Issue Date" means the original issue date of the Securities.

                  "Judgment Currency" see Section 10.15.

                  "Latest Balance Sheet" means, of any Person, the latest
consolidated balance sheet of such Person reported on by a recognized firm of
independent accountants without qualification as to scope.

                  "Lien" means any lien, mortgage, charge, security interest,
hypothecation, assignment for security or encumbrance of any kind (including any
conditional sale or capital lease or other title retention agreement, any lease
in the nature thereof, and any agreement to give any security interest).

                  "Maturity Date" means the date, which is set forth on the face
of the Securities, on which the Securities will mature.

                  "Measurement Period" has the meaning set forth in the
definition of "Debt to Annualized Operating Cash Flow Ratio" above.

                  "Monetization Sale" see Section 4.16.

                  "Net Cash Proceeds" means the aggregate proceeds in the form
of cash or Cash Equivalents received by the Company or any Restricted Subsidiary
in respect of any Asset Sale, including all cash or Cash Equivalents received
upon any sale, liquidation or other exchange of proceeds of Asset Sales received
in a form other than cash or Cash Equivalents, net of (a) the direct costs
relating to such Asset Sale (including, without limitation, legal, accounting
and investment banking fees, and sales commissions) and any relocation expenses
incurred as a result thereof; (b) taxes paid or payable as a result thereof
(after taking into account any available tax credits or deductions and any tax
sharing arrangements); (c) amounts required to be applied to the repayment of
Indebtedness secured by a Lien on the asset or assets that were the subject of
such Asset Sale; (d) amounts deemed, in good faith, appropriate by the Board of
Directors of the Company to be provided as a reserve, in accordance with GAAP,
against any liabilities associated with such assets which are the subject of
such Asset Sale (provided that the amount of any such reserves shall be deemed
to constitute Net Cash Proceeds at the time such reserves shall have been
released or are not otherwise required to be retained as a reserve); and (e)
with respect to Asset Sales by Subsidiaries, the portion of such cash payments
attributable to Persons holding a minority interest in such Subsidiary.

                  "Non-Recourse Debt" means Indebtedness:


<PAGE>   16
                                      -11-


                  (1) as to which neither the Company nor any of its Restricted
         Subsidiaries (a) provides credit support of any kind (including any
         undertaking, agreement or instrument that would constitute
         Indebtedness), (b) is directly or indirectly liable as a guarantor or
         otherwise, or (c) constitutes the lender; and

                  (2) no default with respect to which (including any rights
         that the holders thereof may have to take enforcement action against an
         Unrestricted Subsidiary) would permit upon notice, lapse of time or
         both any holder of any other Indebtedness (other that Indebtedness
         incurred under clause (i) of the definition of Qualified Subsidiary
         Indebtedness) of the Company or any of its Restricted Subsidiaries to
         declare a default on such other Indebtedness or cause the payment or
         cause the payment thereof to be accelerated or payable prior to its
         stated maturity.

                  "Note Amount" see Section 4.16.

                  "Note Portion of Excess Proceeds" see Section 4.16.

                  "Obligations" means any principal, interest (including,
without limitation, post-petition interest), penalties, fees, indemnifications,
reimbursement obligations, damages and other liabilities payable under the
documentation governing any Indebtedness.

                  "Offer" has the meaning set forth in the definition of "Offer
to Purchase".

                  "Offer to Purchase" means a written offer (the "Offer") sent
by or on behalf of the Company by first-class mail, postage prepaid, to each
holder at his address appearing in the register for the Securities on the date
of the Offer offering to purchase up to the principal amount of Securities
specified in such Offer at the purchase price specified in such Offer (as
determined pursuant to this Indenture). Unless otherwise required by applicable
law, the Offer shall specify an expiration date (the "Expiration Date") of the
Offer to Purchase, which shall be not less than 20 Business Days nor more than
90 days after the date of such Offer, and a settlement date (the "Purchase
Date") for purchase of Securities to occur no later than five Business Days
after the Expiration Date. The Company shall notify the Trustee at least 15
Business Days (or such shorter period as is acceptable to the Trustee) prior to
the mailing of the Offer of the Company's obligation to make an Offer to
Purchase, and the Offer shall be mailed by the Company or, at the Company's
request, by the Trustee in the name and at the expense of the Company. The Offer
shall contain all the information required by applicable law to be included
therein. The Offer shall contain all instructions and materials necessary to
enable such Holders to tender Securities pursuant to the Offer to Purchase. The
Offer shall also state:

                 (1) the Section of this Indenture pursuant to which the Offer
         to Purchase is being made;

                 (2) the Expiration Date and the Purchase Date;

                 (3) the aggregate principal amount of the outstanding
         Securities offered to be purchased by the Company pursuant to the Offer
         to Purchase (including, if less than 100%, the manner by which such
         amount has been determined pursuant to the Section of this Indenture
         requiring the Offer to Purchase) (the "Purchase Amount");

                 (4) the purchase price to be paid by the Company for each
         Euro 1,000 aggregate principal amount of Securities accepted for
         payment (as specified pursuant to this Indenture) (the "Purchase
         Price");


<PAGE>   17
                                      -12-


                 (5) that the holder may tender all or any portion of Securities
         registered in the name of such holder and that any portion of a
         Security tendered must be tendered in an integral multiple of
         Euro 1,000 aggregate principal amount;

                 (6) the place or places where Securities are to be surrendered
         for tender pursuant to the Offer to Purchase;

                 (7) that interest on any Security not tendered or tendered but
         not purchased by the Company pursuant to the Offer to Purchase will
         continue to accrue;

                 (8) that on the Purchase Date the Purchase Price will become
         due and payable upon each Security being accepted for payment pursuant
         to the Offer to Purchase and that interest thereon shall cease to
         accrue on and after the Purchase Date;

                 (9) that each holder electing to tender all or any portion of a
         Security pursuant to the Offer to Purchase will be required to
         surrender such Security at the place or places specified in the Offer
         prior to the close of business on the Expiration Date (such Security
         being, if the Company or the Trustee so requires, duly endorsed by, or
         accompanied by a written instrument of transfer in form satisfactory to
         the Company and the Trustee duly executed by, the holder thereof or his
         attorney duly authorized in writing);

                (10) that holders will be entitled to withdraw all or any
         portion of Securities tendered if the Company (or its Paying Agent)
         receives, not later than the close of business on the fifth Business
         Day next preceding the Expiration Date, a telegram, telex, facsimile
         transmission or letter setting forth the name of the holder, the
         principal amount of the Security the holder tendered, the certificate
         number of the Security the holder tendered and a statement that such
         holder is withdrawing all or a portion of his tender;

                (11) that (a) if Securities in an aggregate principal amount
         less than or equal to the Purchase Amount are duly tendered and not
         withdrawn pursuant to the Offer to Purchase, the Company shall purchase
         all such Securities and (b) if Securities in an aggregate principal
         amount in excess of the Purchase Amount are tendered and not withdrawn
         pursuant to the Offer to Purchase, the Company shall purchase
         Securities having an aggregate principal amount equal to the Purchase
         Amount on a pro rata basis (with such adjustments as may be deemed
         appropriate so that only Securities in denominations of Euro 1,000
         aggregate principal amount or integral multiples thereof shall be
         purchased); and

                (12) that in the case of any holder whose Security is purchased
         only in part, 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 an aggregate principal amount equal to and
         in exchange for the unpurchased portion of the Security so tendered.

                  An Offer to Purchase shall be governed by and effected in
accordance with the provisions above pertaining to any Offer.

                  "Officer" means any managing director, the Chief Financial
Officer, or the Treasurer of the Company.


<PAGE>   18
                                      -13-


                  "Officer's Certificate" means a certificate signed by two
Officers of the Company complying with Sections 10.04 and 10.05.

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

                  "Other Debt" see Section 4.16.

                  "Participant" see Section 2.15.

                  "Paying Agent" see Section 2.03.

                  "Permitted Holders" means GTS or any of its Affiliates.

                  "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 employees made in the ordinary course of
business not to exceed $10,000,000 in the aggregate at any one time outstanding;
(d) Interest Rate Protection Obligations and Currency Agreements permitted under
Section 4.12; (e) bonds, notes, debentures or other securities received as a
result of Asset Sales permitted under Section 4.16; (f) transactions with
officers, directors and employees of the Company or any Restricted Subsidiary
entered into in the ordinary course of business (including compensation or
employee benefit arrangements with any such director or employee) and consistent
with past business practices; (g) Investments made in the ordinary course of
business and on ordinary business terms as partial payment for constructing a
network relating principally to a Telecommunications Business; (h) Investments
in any Restricted Subsidiary; (i) intercompany Indebtedness to the extent
permitted under Section 4.12(b)(v); (i) Investments by the Company or any
Restricted Subsidiary in another Person, if as a result of such Investment (x)
such other Person becomes a Restricted Subsidiary or (y) such other Person is
merged or consolidated with or into, or transfers or conveys all or
substantially all of its assets to, the Company or a Restricted Subsidiary; (j)
Investments by the Company or any Restricted Subsidiary in another Person, if as
a result of such Investment (x) such other Person becomes a Restricted
Subsidiary or (y) such other Person is merged or consolidated with or into, or
transfers or conveys all or substantially all of its assets to, the Company or a
Restricted Subsidiary; (k) Investments in evidences of Indebtedness, securities
or other property received from another Person by the Company or any Restricted
Subsidiary in connection with any bankruptcy proceeding or by reason of a
composition or readjustment of debt or a reorganization of such Person or as a
result of foreclosure, perfection or enforcement of any Lien in exchange for
evidences of Indebtedness, securities or other property of such Person held by
the Company or any Restricted Subsidiary, or for other liabilities or
obligations of such other Person to the Company or any Restricted Subsidiary
that were created in accordance with the terms of this Indenture (l) Investments
in Permitted ISPs made after the date of this Indenture pursuant to Capacity
Swaps if the Board of Managing Directors determines prior thereto that such
Investment is on terms that are fair and reasonable to the Company; provided,
however, that the amount of network capacity contributed or transferred to any
Permitted ISP in connection with all Capacity Swaps in effect on any date of
determination shall not exceed 25% of the Company's aggregate network capacity
on such date (determined on the basis of the dense wavelength division
multiplexing and other equipment then in use on the Company's network and
without giving effect to anticipated upgrades or replacements thereof); (m)
Permitted Project Finance Investments; and (n) an Investment in any Person the
primary business of which is a Telecommunications Business in an amount
outstanding at any one time not to exceed 25% of the Company's Cumulative
Operating Cash Flow.

                  "Permitted ISP" means any Person engaged in the provision or
sale of Internet services, as determined in good faith by the Board of Directors
(whose determination shall be conclusive if evidenced by a Board Resolution).


<PAGE>   19
                                      -14-


                  "Permitted Liens" means (a) Liens on property of a Person
existing at the time such Person is merged into or consolidated with the Company
or any Restricted Subsidiary and Liens securing Acquired Indebtedness; provided,
however, that such Liens were in existence prior to the contemplation of such
merger or consolidation or Incurrence of such Acquired Indebtedness and do not
secure any property or assets of the Company or any Restricted Subsidiary other
than the property or assets subject to the Liens prior to such merger or
consolidation or Incurrence of such Acquired Indebtedness; (b) Liens existing on
the Issue Date; (c) Liens securing Indebtedness consisting of Capitalized Lease
Obligations, mortgage financings, industrial revenue bonds or other monetary
obligations, in each case incurred solely for the purpose of financing all or
any part of the purchase price or cost of construction or installation of
Telecommunications Assets used in the business of the Company or any Restricted
Subsidiary, or repairs, additions or improvements to such assets; provided,
however, that (I) such Liens secure Indebtedness in an amount not in excess of
the original purchase price or the original cost of any such assets or repair,
addition or improvement thereto (plus an amount equal to the reasonable fees and
expenses in connection with the Incurrence of such Indebtedness), (II) such
Liens do not extend to any other assets of the Company or any Restricted
Subsidiary (and, in the case of repair, addition or improvements to any such
assets, such Lien extends only to the assets (and improvements thereto or
thereon) repaired, added to or improved), (III) the Incurrence of such
Indebtedness is permitted by Section 4.12 and (IV) such Liens attach within 90
days of such purchase, construction, installation, repair, addition or
improvement; (d) Liens to secure any Refinancings, in whole or in part, of any
Indebtedness secured by Liens referred to in the clauses above so long as such
Lien does not extend to any other property (other than improvements thereto);
(e) Liens securing letters of credit or guarantees entered into in the ordinary
course of business and consistent with past business practice; (f) Liens on and
pledges of the capital stock of any Person (other than a Restricted Subsidiary)
securing any Indebtedness of such Person; provided, however, that the
Investment in such Person constitutes a Permitted Investment; (g) Liens on any
property or assets of a Restricted Subsidiary granted in favor of and held by
the Company or any Restricted Subsidiary; (h) Liens on any property or assets of
the Company or any Restricted Subsidiary securing on a pari passu basis all of
the Notes (whether or not the Existing Securities are also so secured); (i)
Liens securing surety, appeal and performance bonds; (j) Liens securing
Qualified Subsidiary Indebtedness or facilities which upon drawing will
constitute Qualified Subsidiary Indebtedness, to the extent permitted to be
Incurred under Section 4.12; and (k) Liens securing Indebtedness under Interest
Rate Protection Obligations or Indebtedness under Currency Agreements to the
extent permitted to be Incurred under Section 4.12.

                  "Permitted Project Financing Investment" means an Investment
by the Company or any Restricted Subsidiary in any Unrestricted Subsidiary for
the purpose of facilitating the incurrence by such Unrestricted Subsidiary of
Non-Recourse Debt for the purpose of financing a portion of the cost of design,
construction, engineering, acquisition, installation, development by such
Unrestricted Subsidiary of the telecommunications network of the Company;
provided, however, that the amount of any such Investment shall not exceed 60%of
the total initial capitalization of any such Unrestricted Subsidiary.

                  "Permitted Refinancing" means, with respect to any
Indebtedness, Indebtedness to the extent representing a Refinancing of such
Indebtedness; provided, however, that (1) the Refinancing Indebtedness shall not
exceed the sum of the amount of the Indebtedness being Refinanced, plus the
amount of accrued interest or dividends thereon, the amount of any reasonably
determined prepayment premium necessary to accomplish such Refinancing and
reasonable fees and expenses incurred in connection therewith; (2) the
Refinancing Indebtedness shall have a Weighted Average Life to Maturity equal to
or greater than the Weighted Average Life to Maturity of the Indebtedness being
Refinanced and shall not permit redemption or other retirement (including
pursuant to any required offer to purchase to be made by the Company or any
Restricted Subsidiary) of such Indebtedness at the option of the holder thereof
prior to the final stated maturity of the Indebtedness being Refinanced, other
than a redemption or other retirement at the option of the holder of such
Indebtedness (including pursuant to a required offer to purchase made by the
Company or a Restricted Subsidiary) upon a change of control of the Company
pursuant to provisions substantially similar to those under Section 4.10; (3)
Indebtedness that ranks pari passu with the Securities may be Refinanced only
with Indebtedness that is made pari passu


<PAGE>   20
                                      -15-


with or subordinate in right of payment to the Securities, and Indebtedness that
is subordinated in right of payment to the Securities may be Refinanced only
with Indebtedness that is subordinate in right of payment to the Securities on
terms no less favorable to the Holders than those contained in the Indebtedness
being Refinanced; and (4) if the Indebtedness being Refinanced is Indebtedness
of the Company, the Refinancing Indebtedness is incurred by the Company.

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

                  "Physical Securities" has the meaning set forth in Section
2.01.

                  "Preferred Equity Interest" in any Person, means an Equity
Interest of any class or classes (however designated) which is preferred as to
the payment of dividends or distributions, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such Person,
over Equity Interests of any other class in such Person.

                  "principal" of a debt security means the principal of the
security, plus, when appropriate, the premium, if any, on the security.

                  "Private Placement Legend" means the legend initially set
forth on the Series A Securities in the form set forth on Exhibit A hereto.

                  "Purchase Amount" has the meaning set forth in the definition
of "Offer to Purchase".

                  "Purchase Date" has the meaning set forth in the definition of
"Offer to Purchase".

                  "Purchase Price" has the meaning set forth in the definition
of "Offer to Purchase".

                  "QIB Global Security" see Section 2.01.

                  "Qualified Equity Interest" means any Equity Interest of the
Company other than any Disqualified Equity Interest.

                  "Qualified Institutional Buyer" or "QIB" means a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act.

                  "Qualified Subsidiary Indebtedness" means (i) Indebtedness of
Restricted Subsidiaries under one or more senior credit agreements, senior loan
agreements or similar senior facilities, secured or unsecured or senior
guarantees of any such agreements or facilities entered into from time to time,
including any related notes, guarantees, collateral documents, instruments and
agreements executed in connection therewith or (ii) Indebtedness of Restricted
Subsidiaries in an aggregate principal amount not to exceed $100.0 million in
the aggregate at any time outstanding.

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


<PAGE>   21
                                      -16-


                  "Redemption Price," when used with respect to any Security to
be redeemed, means the price fixed for such redemption pursuant to this
Indenture as set forth in the form of Security annexed hereto as Exhibit A or
Exhibit B hereto.

                  "Refinance" means refinance, renew, extend, replace, defease
or refund; and "Refinancing" and "Refinanced" have correlative meanings.

                  "Registered Exchange Offer" means the offer to exchange the
Series B Securities for all of the outstanding Series A Securities in accordance
with the Registration Rights Agreement.

                  "Registrar" see Section 2.03.

                  "Registration" means the Registered Exchange Offer by the
Company or other registration of the Series A Securities under the Securities
Act pursuant to and in accordance with the terms of the Registration Rights
Agreement.

                  "Registration Rights Agreement" means the Registration Rights
Agreement dated as of November 24, 1999 relating to the Securities between the
Company and the Initial Purchasers.

                  "Registration Statement" means the registration statement(s)
as defined and described in the Registration Rights Agreement.

                  "Regulation S" means Regulation S under the Securities Act.

                  "Regulation S Global Security" see Section 2.01.

                  "Relevant Taxing Jurisdiction" see Section 4.20.

                  "Replacement Assets" means (x) properties and assets (other
than cash or any Equity Interests or other security) that will be used in a
Telecommunications Business of the Company and the Restricted Subsidiaries or
(y) Equity Interests of any Person engaged primarily in a Telecommunications
Business, which Person will become on the date of acquisition thereof a
Restricted Subsidiary as a result of the Company's acquiring such Equity
Interests.

                  "Required Filing Date" see Section 4.09.

                  "Restricted Payments" see Section 4.11.

                  "Restricted Security" has the meaning set forth in Rule
144(a)(3) under the Securities Act or any successor to such rule; provided,
however, that the Trustee shall be entitled to request and conclusively rely
upon an Opinion of Counsel with respect to whether any Security is a Restricted
Security.

                  "Restricted Subsidiary" means any Subsidiary of the Company
that has not been designated by the Board of Directors of the Company, by a
resolution of the Board of Directors of the Company delivered to the Trustee, as
an Unrestricted Subsidiary pursuant to Section 4.14. Any such designation may be
revoked by a resolution of the Board of Directors of the Company delivered to
the Trustee, subject to the provisions of such covenant.

                  "Revocation" see Section 4.14.


<PAGE>   22
                                      -17-


                  "Rule 144A" means Rule 144A under the Securities Act or any
successor thereto.

                  "SEC" means the Securities and Exchange Commission.

                  "Securities" means the Series A Securities and the Series B
Securities treated as a single class of securities, as amended or supplemented
from time to time in accordance with the terms of this Indenture.

                  "Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations promulgated by the SEC thereunder.

                  "Series A Securities" means the 10 1/2% Senior Notes due 2006
of the Company issued pursuant to this Indenture and sold pursuant to the
Purchase Agreement.

                  "Series B Securities" means the 10 1/2% Senior Notes due 2006,
Series B, of the Company to be issued pursuant to this Indenture in exchange for
the Series A Securities pursuant to the Registered Exchange Offer and the
Registration Rights Agreement.

                  "Share Capital" shall mean, at any time of determination, the
stated capital of the Equity Interests (other than Disqualified Stock) and
additional paid-in capital of the Company at such time, all as determined in
accordance with GAAP plus any amount pursuant to an acquisition that otherwise
would have been considered as additional paid-in-capital except for the
Company's decision to record such acquisition as a "pooling of interests," as
determined in accordance with GAAP.

                  "Significant Restricted Subsidiary" means, at any date of
determination, (a) any Restricted Subsidiary that, together with its
Subsidiaries that constitute Restricted Subsidiaries (i) for the most recent
fiscal year of the Company accounted for more than 10.0% of the consolidated
revenues of the Company and the Restricted Subsidiaries or (ii) as of the end of
such fiscal year, owned more than 10.0% of the consolidated assets of the
Company and the Restricted Subsidiaries, all as set forth on the consolidated
financial statements of the Company and the Restricted Subsidiaries for such
year prepared in conformity with GAAP, and (b) any Restricted Subsidiary which,
when aggregated with all other Restricted Subsidiaries that are not otherwise
Significant Restricted Subsidiaries and as to which any event described in
Section 6.01(8) or (9) has occurred and is continuing, would constitute a
Significant Restricted Subsidiary under clause (a) of this definition.

                  "Stated Maturity", when used with respect to any Security or
any installment of interest thereon, means 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.

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

                  "Subsidiary" means, with respect to any Person, (a) any
corporation of which the outstanding Voting Equity Interests having at least a
majority of the votes entitled to be cast in the election of directors shall at
the time be owned, directly or indirectly, by such Person, or (b) any other
Person of which at least a majority of Voting Equity Interests are at the time,
directly or indirectly, owned by such first named Person.

                  "Subsidiary Debt to Annualized Operating Cash Flow Ratio"
means the ratio of (a) the Total Consolidated Subsidiary Indebtedness as of the
Determination Date to (b) two times the Consolidated Operating Cash Flow for the
Measurement Period. The Subsidiary Debt to Annualized Operating Cash Flow Ratio
shall otherwise be calculated in the same manner as the Debt to Annualized
Operating Cash Flow Ratio.


<PAGE>   23
                                      -18-


                  "Surviving Person" means, with respect to any Person involved
in or that makes any Disposition, the Person formed by or surviving such
Disposition or the Person to which such Disposition is made.

                  "Tax" shall mean any tax, duty, levy, impost, assessment or
other governmental charge (including penalties, interest and any other
liabilities related thereto).

                  "Taxing Authority" shall mean any government or political
subdivision or territory or possession of any government or any authority or
agency therein or thereof having power to tax.

                  "Telecommunications Acquisition" means an Acquisition of
properties or assets to be used in a Telecommunications Business or of the
Equity Interests of any Person that becomes a Restricted Subsidiary; provided,
however, that such Person's properties and assets shall consist principally of
properties or assets that will be used in a Telecommunications Business.

                  "Telecommunications Assets" means all assets, rights
(contractual or otherwise) and properties, whether tangible or intangible, used
or intended for use in connection with a Telecommunications Business and the
Equity Interests of a person engaged principally in a Telecommunications
Business.

                  "Telecommunications Business" means the business of (i)
transmitting, or providing services relating to the transmission of, voice,
video or data through owned or leased transmission facilities, (ii)
constructing, creating, developing or marketing communications related network
equipment, products, software, services and other devices for use in a
communications business, and (iii) evaluating, participating in or pursuing any
other activity or opportunity that is a reasonably related, ancillary or
complementary to the activities identified in clause (i) or (ii) above.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa-77bbbb), as amended, as in effect on the date of this Indenture
until such time as this Indenture is qualified under the TIA, and thereafter as
in effect on the date on which this Indenture is qualified under the TIA, except
in each case as provided in Section 9.03.

                  "Total Consolidated Indebtedness" means, as at any date of
determination, an amount equal to the aggregate amount of all Indebtedness of
the Company and the Restricted Subsidiaries, on a consolidated basis,
outstanding as of such date of determination, after giving effect to any
Incurrence of Indebtedness and the application of the proceeds therefrom giving
rise to such determination.

                  "Total Consolidated Subsidiary Indebtedness" means, as at any
date of determination, an amount equal to the aggregate amount of all
Indebtedness of the Restricted Subsidiaries, on a consolidated basis,
outstanding as of such date of determination, after giving effect to any
Incurrence of Indebtedness and the application of the proceeds therefrom giving
rise to such determination.

                  "Trustee" means the party named as such in this Indenture
until a successor replaces it in accordance with the provisions of this
Indenture and thereafter means such successor.

                  "Trust Officer" means any officer within the corporate trust
department (or any successor group of the Trustee) including any vice president,
assistant vice president, assistant secretary or any other officer or assistant
officer of the Trustee customarily performing functions similar to those
performed by the persons who at that time shall be such officers, and also
means, with respect to a particular corporate trust matter, any other officer to
whom such trust matter is referred because of his knowledge of and familiarity
with the particular subject, and who shall have direct responsibility for the
administration of this Indenture.


<PAGE>   24
                                      -19-


                  "Unrestricted Subsidiary" means any Subsidiary of the Company
designated as such pursuant to Section 4.14. Any such designation may be revoked
by a resolution of the Board of Directors of the Company delivered to the
Trustee, subject to the provisions of Section 4.14.

                  "U.S. Person" means a "U.S. person" as defined in Rule 902
under the Securities Act or any successor to such Rule.

                  "Voting Equity Interests" means Equity Interests in a
corporation or other Person with voting power under ordinary circumstances
entitling the holders thereof to elect the Board of Directors or other governing
body of such corporation or Person.

                  "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (a) the sum
of the products obtained by multiplying (i) the amount of each then remaining
installment, sinking fund, serial maturity or other required scheduled payment
of principal, including payment of final maturity, in respect thereof, by (ii)
the number of years (calculated to the nearest one-twelfth) that will elapse
between such date and the making of such payment, by (b) the then outstanding
aggregate principal amount of such Indebtedness.

                  "Wholly Owned Restricted Subsidiary" means any Restricted
Subsidiary all of the outstanding Voting Equity Interests (other than directors'
qualifying shares) of which are owned, directly or indirectly, by the Company.

SECTION 1.02. Incorporation by Reference of Trust Indenture Act.

                  Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings:

                  "Commission" means the SEC.

                  "indenture securities" means the Securities.

                  "indenture security holder" means a Securityholder.

                  "indenture to be qualified" means this Indenture.

                  "indenture trustee" or "institutional trustee" means the
Trustee.

                  "obligor" on the indenture securities means the Company or any
other obligor on the Securities.

                  All other TIA terms used in this Indenture that are defined by
the TIA, defined by TIA reference to another statute or defined by SEC rule and
not otherwise defined herein have the meanings assigned to them therein.


<PAGE>   25
                                      -20-


SECTION 1.03.  Rules of Construction.

                  Unless the context otherwise requires:

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

                  (2) an accounting term not otherwise defined has the meaning
         assigned to it in accordance with generally accepted accounting
         principles in effect from time to time, and any other reference in this
         Indenture to "generally accepted accounting principles" refers to GAAP;

                  (3) "or" is not exclusive;

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

                  (5) provisions apply to successive events and transactions;
         and

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


                                   ARTICLE TWO

                                 THE SECURITIES


SECTION 2.01.  Form and Dating.

                  The Series A Securities and the Trustee's certificate of
authentication thereof shall be substantially in the form of Exhibit A hereto,
which is hereby incorporated in and expressly made a part of this Indenture. The
Series B Securities and the Trustee's certificate of authentication thereof
shall be substantially in the form of Exhibit B hereto, which is hereby
incorporated in and expressly made a part of this Indenture. The Securities may
have notations, legends or endorsements required by law, stock exchange rule or
usage. The Company and the Trustee shall approve the form of the Securities and
any notation, legend or endorsement on them. Each Security shall be dated the
date of its issuance and shall show the date of its authentication.

                  Securities initially offered and sold by the Initial
Purchasers shall, unless the applicable Holder requests Securities in the form
of certificated Securities in registered form ("Physical Securities"), which
shall be in substantially the form set forth in Exhibit A hereto, be issued
initially in the form of one or more permanent Global Securities in registered
form, substantially in the form set forth in Exhibit A hereto, deposited with
the Common Depository, as custodian for the Depository, and shall bear the
legend set forth in Exhibit C hereto. One or more separate Global Securities
shall be issued to represent Securities held by (i) Qualified Institutional
Buyers (a "QIB Global Security") and (ii) Persons acquiring Securities in
offshore transactions in reliance on Regulation S (a "Regulation S Global
Security"). In the event of any transfer of a beneficial interest in a QIB
Global Security or a Regulation S Global Security to an Institutional Accredited
Investor in accordance with Section 2.16, the Company shall issue one or more
permanent Global Securities in registered form, substantially in the form set
forth in Exhibit A hereto, bearing the legend set forth in Exhibit C hereto for
interests held by Institutional Accredited Investors (an "Institutional
Accredited Investor Global Security"). The Company shall cause the QIB Global
Securities, Regulation S Global Securities and the Institutional Accredited
Investor Global Securities to have separate common numbers.


<PAGE>   26
                                      -21-


                  The provisions of the "Operating Procedures of the Euroclear
System" and "Terms and Conditions Governing Use of Euroclear" and the "General
Terms and Conditions of Cedelbank" and "Customer Handbook" of Cedel shall be
applicable to interests in the QIB Global Security and the Regulation S Global
Security that are held by the Participants through Euroclear or Cedel.

                  Upon consummation of the Registration, Series B Securities may
be issued in the form of one or more permanent Global Securities in registered
form, substantially in the form set forth in Exhibit B hereto, deposited with
the Common Depository, as custodian for the Depository, and shall bear the
legend set forth on Exhibit C hereto.

                  The aggregate principal amount of any Global Security may from
time to time be increased or decreased by adjustments made on the records of the
Trustee and the Depository, as hereinafter provided.

SECTION 2.02.  Execution and Authentication.

                  An Officer (who shall, in case, not being a managing director,
have been duly authorized by all requisite corporate actions) shall sign the
Securities for the Company by manual or facsimile signature.

                  If an Officer whose signature is on a Security was an Officer
at the time of such execution but no longer holds that office at the time the
Trustee authenticates the Security, the Security shall be valid nevertheless.

                  A Security shall not be valid until an authorized signatory of
the Trustee manually signs the certificate of authentication on the Security.
The signature shall be conclusive evidence that the Security has been
authenticated under this Indenture.

                  The Trustee shall authenticate (i) Series A Securities for
original issue in an aggregate principal amount not to exceed Euro 225,000,000
and (ii) Series B Securities from time to time only in exchange for a like
principal amount of Series A Securities in accordance with the Registration
Rights Agreement, in each case upon a written order of the Company in the form
of an Officer's Certificate. The Officer's Certificate shall specify the amount
of Securities to be authenticated, the series of Securities and the date on
which the Securities are to be authenticated. The aggregate principal amount of
Securities outstanding at any time may not exceed Euro 225,000,000, except as
provided in Section 2.07. Upon receipt of a written order of the Company in the
form of an Officer's Certificate, the Trustee shall authenticate Securities in
substitution for Securities originally issued to reflect any name change of the
Company.

                  The Trustee may appoint an authenticating agent reasonably
acceptable to the Company to authenticate Securities. Unless otherwise provided
in the appointment, an authenticating agent may authenticate Securities whenever
the Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with the Company and Affiliates of the Company.

                  The Securities shall be issuable only in registered form
without coupons in denominations of Euro 1,000 and any integral multiple
thereof.

SECTION 2.03. Registrar and Paying Agent.

                  The Company shall maintain an office or agency in the Borough
of Manhattan, The City of New York, and, so long as the Securities are listed on
the Luxembourg Stock Exchange and the rules of such


<PAGE>   27
                                      -22-


stock exchange require, in Luxembourg, where (a) Securities may be presented or
surrendered for registration of transfer or for exchange ("Registrar"), (b)
Securities may be presented or surrendered for payment ("Paying Agent") and (c)
notices and demands in respect of the Securities and this Indenture may be
served. The Registrar shall keep a register or registers of the Securities and
of their transfer and exchange. The Company, upon notice to the Trustee, may
appoint one or more co-Registrars and one or more additional Paying Agents. The
term "Paying Agent" includes any additional Paying Agent. Except as provided
herein, the Company, or any Subsidiary may act as Paying Agent, Registrar or
co-Registrar.

                  The Company shall enter into an appropriate agency agreement
with any Agent not a party to this Indenture, which shall incorporate the
provisions of the TIA. The agreement shall implement the provisions of this
Indenture that relate to such Agent. The Company shall promptly notify the
Trustee of the name and address of any such Agent. If the Company fails to
maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the
Trustee shall act as such and shall be entitled to appropriate compensation in
accordance with Section 7.07.

                  The Company initially appoints Deutsche Bank AG, London branch
as principal Paying Agent, until such time as Deutsche Bank AG, London branch
has resigned or a successor has been appointed. In addition, the Company
initially appoints Banque Internationale a Luxembourg S.A. as Paying Agent in
Luxembourg, Bankers Trust Luxembourg S.A. as Registrar and as Paying Agent in
Luxembourg and the Trustee as Paying Agent in New York City.

SECTION 2.04.  Paying Agent To Hold Assets in Trust.

                  The Company shall require each Paying Agent other than the
Trustee to agree in writing that each Paying Agent shall hold in trust for the
benefit of Holders or the Trustee all assets held by the Paying Agent for the
payment of principal of, or interest on, the Securities, and shall promptly
notify the Trustee of any Default by the Company in making any such payment. The
Company at any time may require a Paying Agent to distribute all assets held by
it to the Trustee and account for any assets disbursed and the Trustee may at
any time during the continuance of any payment Default, upon written request to
a Paying Agent, require such Paying Agent to distribute all assets held by it to
the Trustee and to account for any assets distributed. Upon distribution to the
Trustee of all assets that shall have been delivered by the Company to the
Paying Agent (if other than the Company), the Paying Agent shall have no further
liability for such assets. If the Company, any Subsidiary or any of their
respective Affiliates acts as Paying Agent, it shall, on or before each due date
of the principal of or interest on the Securities, segregate and hold in trust
for the benefit of the Persons entitled thereto a sum sufficient to pay the
principal or interest so becoming due until such 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.

SECTION 2.05.  Securityholder Lists.

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Holders. If the Trustee is not the Registrar, the Company shall
furnish to the Trustee before each Interest Record Date and at such other times
as the Trustee may request in writing a list as of such date and in such form as
the Trustee may reasonably require of the names and addresses of Holders, which
list may be conclusively relied upon by the Trustee.

SECTION 2.06.  Transfer and Exchange.

                  Subject to the provisions of Sections 2.15 and 2.16, when
Securities are presented to the Registrar with a request to register the
transfer of such Securities or to exchange such Securities for an equal
principal amount of Securities of other authorized denominations of the same
series, the Registrar shall register the


<PAGE>   28
                                      -23-


transfer or make the exchange as requested if its requirements for such
transaction are met; provided, however, that the Securities surrendered for
transfer or exchange shall be duly endorsed or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Registrar,
duly executed by the Holder thereof or his attorney duly authorized in writing.
To permit registrations of transfers and exchanges, the Company shall execute
and the Trustee shall authenticate Securities at the Registrar's written
request. No service charge shall be made for any registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer taxes or other governmental charge payable upon
exchanges or transfers pursuant to Section 2.02, 2.10, 3.06, 4.10, 4.16 or
9.05). The Registrar shall not be required to register the transfer or exchange
of any Security (i) during a period beginning at the opening of business 15 days
before the mailing of a notice of redemption of Securities and ending at the
close of business on the day of such mailing and (ii) selected for redemption in
whole or in part pursuant to Article Three hereof, except the unredeemed portion
of any Security being redeemed in part.

                  Prior to the registration of any transfer by a Holder as
provided herein, the Company, the Trustee, and any Agent of the Company shall
treat the person in whose name the Security is registered as the owner thereof
for all purposes whether or not the Security shall be overdue, and neither the
Company, the Trustee, nor any such Agent shall be affected by notice to the
contrary. Any Holder of a Global Security shall, by acceptance of such Global
Security, agree that transfers of beneficial interests in such Global Security
may be effected only through a book-entry system maintained by the Depository
(or its agent), and that ownership of a beneficial interest in a Global Security
shall be required to be reflected in a book entry.

SECTION 2.07.  Replacement Securities.

                  If a mutilated Security is surrendered to the Trustee or if
the Holder of a Security claims that the Security has been lost, destroyed or
wrongfully taken, the Company shall issue and the Trustee shall authenticate a
replacement Security if the Trustee's requirements for replacement of Securities
are met. Such Holder must provide an indemnity bond or other indemnity,
sufficient in the judgment of both the Company and the Trustee, to protect the
Company, the Trustee and any Agent from any loss which any of them may suffer if
a Security is replaced and evidence to their satisfaction of the apparent loss,
destruction or theft of such Security. The Company may charge such Holder for
its reasonable out-of-pocket expenses in replacing a Security, including
reasonable fees and expenses of counsel.

                  Every replacement Security is an additional obligation of the
Company.

SECTION 2.08.  Outstanding Securities.

                  Securities outstanding at any time are all the Securities that
have been authenticated by the Trustee except those cancelled by it, those
delivered to it for cancellation and those described in this Section 2.08 as not
outstanding. Subject to Section 2.09, a Security does not cease to be
outstanding because the Company or any of its Affiliates holds the Security.

                  If a Security is replaced pursuant to Section 2.07 (other than
a mutilated Security surrendered for replacement), it ceases to be outstanding
unless the Trustee receives proof satisfactory to it that the replaced Security
is held by a bona fide purchaser. A mutilated Security ceases to be outstanding
upon surrender of such Security and replacement thereof pursuant to Section
2.07.

                  If on a Redemption Date, Purchase Date or the Maturity Date
the Paying Agents hold money sufficient to pay all of the principal and interest
due on the Securities payable on that date, then on and after that date such
Securities cease to be outstanding and interest on them ceases to accrue.


<PAGE>   29
                                      -24-


SECTION 2.09.  Treasury Securities.

                  In determining whether the Holders of the required principal
amount of Securities have concurred in any direction, waiver or consent,
Securities owned by the Company or any of its Affiliates shall be disregarded,
except that, for the purposes of determining whether the Trustee shall be
protected in relying on any such direction, waiver or consent, only Securities
that a Trust Officer of the Trustee actually knows are so owned shall be
disregarded.

SECTION 2.10.  Temporary Securities.

                  Until definitive Securities are ready for delivery, the
Company may prepare and the Trustee shall authenticate temporary Securities.
Temporary Securities shall be substantially in the form of definitive Securities
but may have variations that the Company considers appropriate for temporary
Securities. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate upon receipt of a written order of the Company
pursuant to Section 2.02 definitive Securities in exchange for temporary
Securities.

SECTION 2.11.  Cancellation.

                  The Company at any time may deliver Securities to the Trustee
for cancellation. The Registrar and the Paying Agent shall forward to the
Trustee any Securities surrendered to them for transfer, exchange or payment.
The Trustee, or at the direction of the Trustee, the Registrar or the Paying
Agent, and no one else, shall cancel all Securities surrendered for transfer,
exchange, payment or cancellation and deliver to the Company such cancelled
Securities for disposal. Subject to Section 2.07, the Company may not issue new
Securities to replace Securities that it has paid or delivered to the Trustee
for cancellation. If the Company shall acquire any of the Securities, 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 pursuant to this Section 2.11. The
Trustee shall cancel all Securities surrendered for transfer, exchange, payment
or cancellation and shall deliver to the Company such cancelled Securities for
disposal.

SECTION 2.12.  Defaulted Interest.

                  If the Company defaults in a payment of principal or interest
on the Securities, it shall pay interest on overdue principal and on overdue
installments of interest (without regard to any applicable grace periods) from
time to time on demand at the rate per annum borne by the Securities, to the
extent lawful.

SECTION 2.13.  Common Number.

                  The Company in issuing the Securities will use one or more
"common" numbers and the Trustee shall use the appropriate common number in
notices of redemption or exchange as a convenience to Holders; provided,
however, that any such notice may state that no representation is made as to the
correctness or accuracy of the common number printed in the notice or on the
Securities, and that reliance may be placed only on the other identification
numbers printed on the Securities. The Company shall promptly notify the Trustee
of any changes in common numbers.

SECTION 2.14.  Deposit of Moneys.

                  Prior to 12:00 noon London time on the Business Day prior to
each Interest Payment Date, Redemption Date, Purchase Date and the Maturity
Date, the Company shall deposit with the principal Paying Agent in immediately
available funds money sufficient to make cash payments, if any, due on such
Interest


<PAGE>   30
                                      -25-


Payment Date, Redemption Date, Purchase Date or Maturity Date, as the case may
be, in a timely manner which permits the principal Paying Agent to remit payment
to the Holders on such Interest Payment Date, Redemption Date, Purchase Date or
Maturity Date, as the case may be.

SECTION 2.15. Book-Entry Provisions for Global Securities.

                  (a) The Global Securities initially shall (i) be registered in
the name of the nominee of the Common Depository, as nominee of the Depository,
(ii) be delivered to the common depository, as custodian for such Depository and
(iii) bear legends as set forth in Exhibit C hereto.

                  Members of, or participants in, the Depository
("Participants") shall have no rights under this Indenture with respect to any
Global Security held on their behalf by the Depository, or the Common
Depository, as its custodian, or under such Global Security, and the Depository
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 Depository or impair, as between the Depository and Participants, the
operation of customary practices governing the exercise of the rights of a
beneficial owner of any Security.

                  (b) Transfers of Global Securities shall be limited to
transfers in whole, but not in part, to the Depository, its successors or their
respective nominees. Interests of beneficial owners in the Global Securities may
be transferred or exchanged for Physical Securities in accordance with the rules
and procedures of the Depository and the provisions of Section 2.16. In
addition, Physical Securities shall be transferred to all beneficial owners in
exchange for their beneficial interests in Global Securities if (i) the
Depository notifies the Company that it is unwilling or unable to continue as
Depository for any Global Security and a successor Depository is not appointed
by the Company within 90 days of such notice or (ii) a Default or an Event of
Default has occurred and is continuing and the Registrar has received a request
from the Depository to issue Physical Securities.

                  (c) In connection with the transfer of Global Securities as an
entirety to beneficial owners pursuant to paragraph (b) of this Section 2.15,
the Global Securities shall be deemed to be surrendered to the Trustee for
cancellation, and the Company shall execute, and the Trustee shall upon written
instructions from the Company authenticate and make available for delivery, to
each beneficial owner identified by the Depository in exchange for its
beneficial interest in the Global Securities, an equal aggregate principal
amount of Physical Securities of authorized denominations.

                  (d) Any Physical Security constituting a Restricted Security
delivered in exchange for an interest in a Global Security pursuant to paragraph
(b) of this Section 2.15 shall, except as otherwise provided by Section 2.16,
bear the Private Placement Legend.

                  (e) The Holder of any Global Security may grant proxies and
otherwise authorize any Person, including Participants and Persons that may hold
interests through Participants, to take any action which a Holder is entitled to
take under this Indenture or the Securities.

SECTION 2.16. Registration of Transfers and Exchanges.

                  (a) Transfer and Exchange of Physical Securities. When
Physical Securities are presented to the Registrar with a request:

                  (i) to register the transfer of the Physical Securities; or


<PAGE>   31
                                      -26-


                  (ii) to exchange such Physical Securities for an equal
         principal amount of Physical Securities of other authorized
         denominations,

the Registrar shall register the transfer or make the exchange as requested if
the requirements under this Indenture as set forth in this Section 2.16 for such
transactions are met; provided, however, that the Physical Securities presented
or surrendered for registration of transfer or exchange:

                 (I) shall be duly endorsed or accompanied by a written
         instrument of transfer in form satisfactory to the Registrar, duly
         executed by the Holder thereof or his attorney duly authorized in
         writing;

                (II) in the case of Physical Securities of Series A Securities,
         such Physical Securities shall be accompanied, in the sole discretion
         of the Company, by the following additional information and documents,
         as applicable:

                  (A)      if such Physical Security is being delivered to the
                           Registrar by a Holder for registration in the name of
                           such Holder, without transfer, a certification from
                           such Holder to that effect (substantially in the form
                           of Exhibit D hereto); or

                  (B)      if such Physical Security is being transferred to a
                           Qualified Institutional Buyer in accordance with Rule
                           144A, a certification to that effect (substantially
                           in the form of Exhibit D hereto); or

                  (C)      if such Physical Security is being transferred in
                           reliance on Regulation S, delivery of a certification
                           to that effect (substantially in the form of Exhibit
                           D hereto) and a transferor certificate for Regulation
                           S transfers substantially in the form of Exhibit F
                           hereto and an Opinion of Counsel reasonably
                           satisfactory to the Company to the effect that such
                           transfer is in compliance with the Securities Act; or

                  (D)      if such Physical Security is being transferred in
                           reliance on Rule 144 under the Securities Act,
                           delivery of a certification to that effect
                           (substantially in the form of Exhibit D hereto) and
                           an Opinion of Counsel reasonably satisfactory to the
                           Company to the effect that such transfer is in
                           compliance with the Securities Act; or

                  (E)      if such Physical Security is being transferred to an
                           Institutional Accredited Investor, delivery of a
                           certification to that effect (substantially in the
                           form of Exhibit D hereto) and a transferee
                           certificate for Institutional Accredited Investors
                           substantially in the form of Exhibit E hereto and an
                           Opinion of Counsel reasonably satisfactory to the
                           Company to the effect that such transfer is in
                           compliance with the Securities Act; or

                  (F)      if such Physical Security is being transferred in
                           reliance on another exemption from the registration
                           requirements of the Securities Act, a certification
                           to that effect (substantially in the form of Exhibit
                           D hereto) and, if such transfer is in respect of an
                           aggregate principal amount of Series A Securities
                           less than the equivalent of $250,000, and an Opinion
                           of Counsel reasonably acceptable to the Company to
                           the effect that such transfer is in compliance with
                           the Securities Act.

                  (b) Restrictions on Transfer of a Physical Security for a
Beneficial Interest in a Global Security. A Physical Security may not be
exchanged for a beneficial interest in a Global Security under any
circumstances.


<PAGE>   32
                                      -27-


                  (c) Transfer and Exchange of Global Securities. The transfer
and exchange of Global Securities or beneficial interests therein shall be
effected through the Depository in accordance with this Indenture (including the
restrictions on transfer set forth herein) and the procedures of the Depository
therefor. Upon receipt by the Registrar of written instructions, or such other
instruction as is customary for the Depository, from the Depository or its
nominee, requesting the registration of transfer of an interest in a QIB Global
Security, an Institutional Accredited Investor Global Security or Regulation S
Global Security, as the case may be, to another type of Global Security,
together with the applicable Global Securities (or, if the applicable type of
Global Security required to represent the interest as requested to be
transferred is not then outstanding, only the Global Security representing the
interest being transferred), the Registrar shall cancel such Global Securities
(or Global Security) and the Company shall issue and the Trustee shall, upon
written instructions from the Company in accordance with Section 2.02,
authenticate new Global Securities of the types so cancelled (or the type so
cancelled and applicable type required to represent the interest as requested to
be transferred) reflecting the applicable increase and decrease of the principal
amount of Securities represented by such types of Global Securities, giving
effect to such transfer. If the applicable type of Global Security required to
represent the interest as requested to be transferred is not outstanding at the
time of such request, the Company shall issue and the Trustee shall, upon
written instructions from the Company in accordance with Section 2.02,
authenticate a new Global Security of such type in principal amount equal to the
principal amount of the interest requested to be transferred.

                  (d) Transfer of a Beneficial Interest in a Global Security for
a Physical Security.

                 (i) Any Person having a beneficial interest in a Global
         Security may upon request exchange such beneficial interest for a
         Physical Security only if (i) the Depositary is unwilling or unable to
         continue as depositary for such Global Securities and the Company
         thereupon fails to appoint a successor depositary within 90 days or
         (ii) there shall have occurred and be continuing a Default or an Event
         of Default with respect to the Securities. Under the circumstances
         described in the preceding sentence, beneficial interests in a Global
         Security may only be exchanged for interests in a Physical Security in
         whole and not in part. Upon receipt by the Registrar of written
         instructions, or such other form of instructions as is customary for
         the Depository, from the Depository or its nominee on behalf of any
         Person having a beneficial interest in a Global Security and upon
         receipt by the Trustee of a written order or such other form of
         instructions as is customary for the Depository or the Person
         designated by the Depository as having such a beneficial interest
         containing registration instructions and, in the case of any such
         transfer or exchange of a beneficial interest in Series A Securities,
         the following additional information and documents:

                  (A)      if such beneficial interest is being transferred to
                           the Person designated by the Depository as being the
                           beneficial owner, a certification from such Person to
                           that effect (substantially in the form of Exhibit D
                           hereto); or

                  (B)      if such beneficial interest is being transferred to a
                           Qualified Institutional Buyer in accordance with Rule
                           l44A, a certification to that effect (substantially
                           in the form of Exhibit D hereto); or

                  (C)      if such beneficial interest is being transferred in
                           reliance on Regulation S, delivery of a certification
                           to that effect (substantially in the form of Exhibit
                           D hereto) and a transferor certificate for Regulation
                           S transfers substantially in the form of Exhibit F
                           hereto and an Opinion of Counsel reasonably
                           satisfactory to the Company to the effect that such
                           transfer is in compliance with the Securities Act; or


<PAGE>   33
                                      -28-


                  (D)      if such beneficial interest is being transferred in
                           reliance on Rule 144 under the Securities Act,
                           delivery of a certification to that effect
                           (substantially in the form of Exhibit D hereto) and
                           an Opinion of Counsel reasonably satisfactory to the
                           Company to the effect that such transfer is in
                           compliance with the Securities Act; or

                  (E)      if such beneficial interest is being transferred to
                           an Institutional Accredited Investor, delivery of a
                           certification to that effect (substantially in the
                           form of Exhibit D hereto) and a transferee
                           certificate for Institutional Accredited Investors
                           substantially in the form of Exhibit E hereto and an
                           Opinion of Counsel reasonably satisfactory to the
                           Company to the effect that such transfer is in
                           compliance with the Securities Act; or

                  (F)      if such beneficial interest is being transferred in
                           reliance on another exemption from the registration
                           requirements of the Securities Act, a certification
                           to that effect (substantially in the form of Exhibit
                           D hereto) and, if such transfer is in respect of an
                           aggregate principal amount of Series A Securities
                           less than the equivalent of $250,000, and an Opinion
                           of Counsel reasonably satisfactory to the Company to
                           the effect that such transfer is in compliance with
                           the Securities Act,

         then the Registrar will cause, in accordance with the standing
         instructions and procedures existing between the Depository and the
         Registrar, the aggregate principal amount of the applicable Global
         Security to be reduced and, following such reduction, the Company will
         execute and, upon receipt of an authentication order in the form of an
         Officers' Certificate in accordance with Section 2.02, the Trustee will
         authenticate and make available for delivery to the transferee a
         Physical Security in the appropriate principal amount.

                (ii) Securities issued in exchange for a beneficial interest in
         a Global Security pursuant to this Section 2.16(d) shall be registered
         in such names and in such authorized denominations as the Depository,
         pursuant to instructions from its direct or indirect participants or
         otherwise, shall instruct the Registrar in writing. The Registrar shall
         deliver such Physical Securities to the Persons in whose names such
         Physical Securities are so registered.

                  (e) Restrictions on Transfer and Exchange of Global
Securities. Notwithstanding any other provisions of this Indenture, a Global
Security may not be transferred as a whole except by the Depository to a nominee
of the Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository or by the Depository or any such nominee to a
successor Depository or a nominee of such successor Depository.

                  (f) Private Placement Legend. Upon the transfer, exchange or
replacement of Securities not bearing the Private Placement Legend, the
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 Registrar shall deliver only Securities that bear
the Private Placement Legend unless, and the Trustee is hereby authorized to
deliver Securities without the Private Placement Legend if, (i) there is
delivered to the Trustee an Opinion of Counsel 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 (ii) such Security has been sold pursuant to
an effective registration statement under the Securities Act (including pursuant
to a Registration).

                  (g) General. By its acceptance of any Security bearing the
Private Placement Legend, each Holder of such a Security acknowledges the
restrictions on transfer of such Security set forth in this Indenture


<PAGE>   34
                                      -29-


and in the Private Placement Legend and agrees that it will transfer such
Security only as provided in this Indenture.

                  The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any
interest in any Security (including any transfers between or among Participants
or beneficial owners of interest in any Global Security) other than to require
delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by the terms
of, this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.

                  The Registrar shall retain copies of all letters, notices and
other written communications received pursuant to Section 2.15 or this Section
2.16. The Company shall have the right to inspect and make copies of all such
letters, notices or other written communications at any reasonable time upon the
giving of reasonable written notice to the Registrar.


                                  ARTICLE THREE

                                   REDEMPTION


SECTION 3.01.  Notices to Trustee.

                  If the Company elects to redeem Securities pursuant to
paragraph 5 of the Securities at the applicable redemption price set forth
thereon, it shall notify the Trustee in writing of the Redemption Date and the
principal amount of Securities to be redeemed. The Company shall give such
notice to the Trustee at least 45 days before the Redemption Date (unless a
shorter notice shall be agreed to by the Trustee), together with an Officers'
Certificate stating that such redemption will comply with the conditions
contained herein.

SECTION 3.02.  Notice of Redemption.

                  At least 30 days but not more than 60 days before a Redemption
Date, the Company shall mail a notice of redemption by first-class mail to each
Holder whose Securities are to be redeemed at such Holder's registered address.
The Company will cause a notice of such redemption to be published in a daily
newspaper with general circulation in Luxembourg (which is expected to be the
Luxemburger Wort).

                  Each notice of redemption shall identify the Securities to be
redeemed (including the Common number thereon) and shall state:

                  (1) the Redemption Date;

                  (2) the Redemption Price;

                  (3) the name and address of the Paying Agent to which the
         Securities are to be surrendered for redemption;

                  (4) that Securities called for redemption must be surrendered
         to the Paying Agent to collect the Redemption Price; and


<PAGE>   35
                                      -30-


                  (5) that, unless the Company defaults in making the redemption
         payment, interest on Securities called for redemption ceases to accrue
         on and after the Redemption Date and the only remaining right of the
         Holders is to receive payment of the Redemption Price upon surrender to
         the Paying Agent.

                  At the Company's request, the Trustee shall give the notice of
redemption on behalf of the Company, in the Company's name and at the Company's
expense.

SECTION 3.03. Effect of Notice of Redemption.

                  Once a notice of redemption is mailed, Securities called for
redemption become due and payable on the Redemption Date and at the Redemption
Price. Upon surrender to the Paying Agent, such Securities shall be paid at the
Redemption Price, plus accrued interest thereon, if any, to the Redemption Date,
but interest installments whose maturity is on such Redemption Date shall be
payable to the Holders of record at the close of business on the relevant
Interest Record Date.

SECTION 3.04. Deposit of Redemption Price.

                  Prior to 12:00 noon London time on the Business Day prior to
the Redemption Date, the Company shall deposit with the principal Paying Agent
(or if the Company is its own Paying Agent, shall, on or before the Redemption
Date, segregate and hold in trust) money sufficient to pay the Redemption Price
of and accrued interest, if any, on all Securities to be redeemed on that date
other than Securities or portions thereof called for redemption on that date
which have been delivered by the Company to the Trustee for cancellation.

                  If any Security surrendered for redemption in the manner
provided in the Securities shall not be so paid on the Redemption Date due to
the failure of the Company to deposit with the principal Paying Agent money
sufficient to pay the Redemption Price thereof, the principal and accrued and
unpaid interest, if any, thereon shall, until paid or duly provided for, bear
interest as provided in Sections 2.12 and 4.01 with respect to any payment
default.


                                  ARTICLE FOUR

                                    COVENANTS


SECTION 4.01.  Payment of Securities.

                  The Company shall pay the principal of and interest on the
Securities in the manner provided in the Securities and the Registration Rights
Agreement. An installment of principal or interest shall be considered paid on
the date due if the Trustee or Paying Agents (other than the Company, a
Subsidiary or an Affiliate of the Company) hold on that date money designated
for and sufficient to pay the installment in full and is not prohibited from
paying such money to the Holders of the Securities pursuant to the terms of this
Indenture.

                  The Company shall pay cash interest on overdue principal at
the same rate per annum borne by the Securities. The Company shall pay cash
interest on overdue installments of interest at the same rate per annum borne by
the Securities, to the extent lawful, as provided in Section 2.12.


<PAGE>   36
                                      -31-


SECTION 4.02. Maintenance of Office or Agency.

                  The Company shall maintain in the Borough of Manhattan, The
City of New York, and, so long as the Securities are listed on the Luxembourg
Stock Exchange and the rules of such stock exchange require, in Luxembourg, the
office or agency required under Section 2.03. The Company shall give prompt
written notice to the Trustee of the location, and any change in the location,
of 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 address of the Trustee set forth in Section 10.02 hereof. The
Company hereby initially designates (i) the Trustee at its address set forth in
Section 10.02 hereof as its office or agency in The Borough of Manhattan, The
City of New York, for such purposes, (ii) Banque Internationale a Luxembourg
S.A., at 69, route d'Esch, L-1470 Luxembourg and Bankers Trust Luxembourg S.A.,
as their offices or agencies in Luxembourg for such purposes and (iii) Deutsche
Bank AG, London branch at its address set forth in Section 10.02 hereof as its
office or agency in London, for such purposes.

SECTION 4.03.  Corporate Existence.

                  Subject to Article Five, the Company shall do or shall cause
to be done all things necessary to preserve and keep in full force and effect
its corporate existence and the corporate, partnership or other existence of
each Restricted Subsidiary in accordance with the respective organizational
documents of each such Restricted Subsidiary and the rights (charter and
statutory) and material franchises of the Company and the Restricted
Subsidiaries; provided, however, that the Company shall not be required to
preserve any such right or franchise, or the corporate existence of any
Restricted Subsidiary, if the Board of Managing Directors of the Company shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and the Restricted Subsidiaries, taken as a whole,
and that the loss thereof is not, and will not be, adverse in any material
respect to the Holders; provided, further, however, that a determination of the
Board of Managing Directors of the Company shall not be required in the event of
a merger of one or more Wholly Owned Restricted Subsidiaries of the Company with
or into another Wholly Owned Restricted Subsidiary of the Company or another
Person, if the surviving Person is a Wholly Owned Restricted Subsidiary of the
Company organized under the laws of the United States or a State thereof or of
the District of Columbia.

SECTION 4.04. Payment of Taxes and Other Claims.

                  The Company shall pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (1) all material taxes,
assessments and governmental charges levied or imposed upon the Company or any
Restricted Subsidiary or upon the income, profits or property of the Company or
any Restricted Subsidiary and (2) all lawful claims for labor, materials and
supplies which, in each case, if unpaid, might by law become a material
liability, or Lien upon the property, of the Company or any Restricted
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 and for which appropriate provision has been made.

SECTION 4.05.  Notice of Defaults.

                  (a) In the event that any Indebtedness of the Company or any
of its Subsidiaries is declared due and payable before its maturity because of
the occurrence of any default (or any event which, with notice or lapse of time,
or both, would constitute such a default) under such Indebtedness, the Company
shall promptly give written notice to the Trustee of such declaration, the
status of such default or event and what action the Company is taking or
proposes to take with respect thereto.


<PAGE>   37
                                      -32-


                  (b) Upon becoming aware of any Default, the Company shall
promptly deliver an Officers' Certificate to the Trustee specifying the Default.

SECTION 4.06. Maintenance of Properties and Insurance.

                  (a) The Company shall cause all material properties owned by
or leased to it or any Restricted Subsidiary and used or useful in the conduct
of its business or the business of any Restricted Subsidiary to be maintained
and kept in normal condition, repair and working order and supplied with all
necessary equipment and shall 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 Section 4.06 shall prevent the Company or any
Restricted Subsidiary from discontinuing the use, operation or maintenance of
any of such properties, or disposing of any of them, if such discontinuance or
disposal is, in the judgment of the Board of Directors or of the board of
directors of the Restricted Subsidiary concerned, or of an officer (or other
agent employed by the Company or of any Restricted Subsidiary) of the Company or
such Restricted Subsidiary having managerial responsibility for any such
property, desirable in the conduct of the business of the Company or any
Restricted Subsidiary, and if such discontinuance or disposal is not adverse in
any material respect to the Holders.

                  (b) The Company shall maintain, and shall cause the Restricted
Subsidiaries to maintain, insurance with responsible carriers against such risks
and in such amounts, and with such deductibles, retentions, self-insured amounts
and co-insurance provisions, as are customarily carried by similar businesses of
similar size, including property and casualty loss, and workers' compensation
insurance.

SECTION 4.07.  Compliance Certificate.

                  The Company shall deliver to the Trustee within 120 days after
the close of each fiscal year a certificate signed by the principal executive
officer, principal financial officer or principal accounting officer stating
that a review of the activities of the Company has been made under the
supervision of the signing officers with a view to determining whether a Default
has occurred and whether or not the signers know of any Default by the Company
that occurred during such fiscal year. If they do know of such a Default, the
certificate shall describe all such Defaults, their status and the action the
Company is taking or proposes to take with respect thereto. The first
certificate to be delivered by the Company pursuant to this Section 4.07 shall
be for the fiscal year ending December 31, 2000.

SECTION 4.08. Waiver of Stay, Extension or Usury Laws.

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


<PAGE>   38
                                      -33-


SECTION 4.09. Provision of Financial Information.

                  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 SEC (if permitted by SEC practice and applicable law and
regulations) the annual reports, quarterly reports and other documents which the
Company would have been required to file with the SEC pursuant to such Section
13(a) or 15(d) or any successor provision thereto if the Company were so
required, such documents to be filed with the SEC on or prior to the respective
dates (the "Required Filing Dates") by which the Company would have been
required so to file such documents if the Company were so required; provided,
however, that until the Company is subject to Section 13(a) or Section 15(d) of
the Exchange Act or any successor provisions thereto, the Required Filing Dates
for such quarterly reports shall be 75 days following the end of the applicable
fiscal quarter. The Company shall also in any event (a) within 15 days of each
Required Filing Date (whether or not permitted or required to be filed with the
SEC but subject to the proviso in the previous sentence) (i) transmit (or cause
to be transmitted) by mail to all Holders, as their names and addresses appear
in the Note 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 SEC 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 SEC is not permitted by SEC practice or
applicable law or regulations, promptly upon written request supply copies of
such documents to any Holder. In addition, for so long as any Securities remain
outstanding, the Company will furnish to the Holders and to securities analysts
and prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act, and, to any
beneficial holder of Securities, if not obtainable from the SEC, information of
the type that would be filed with the SEC pursuant to the foregoing provisions,
upon the request of any such holder. Delivery of such reports, information and
documents to the Trustee is for informational purposes only and the Trustee's
receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Company's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers' Certificates).

SECTION 4.10.  Change of Control.

                  (a) Following the occurrence of a Change of Control (the date
of such occurrence being the "Change of Control Date"), the Company shall notify
the Trustee and Holders of the Securities of such occurrence in the manner
prescribed by this Indenture and shall, within 30 days after the Change of
Control Date, make an Offer to Purchase all Securities then outstanding at a
purchase price in cash equal to 101% of the aggregate principal amount thereof,
plus accrued and unpaid interest thereon, if any, to the Purchase Date. The
Company will cause a copy of such notice to be published in a daily newspaper
with general circulation in Luxembourg (which is expected to be the Luxemburger
Wort). The Company's obligations may be satisfied if a third party makes the
Offer to Purchase in the manner, at the times and otherwise in compliance with
the requirements of this Indenture applicable to an Offer to Purchase made by
the Company and purchases all Securities validly tendered and not withdrawn
under such Offer to Purchase. Each Holder shall be entitled to tender all or any
portion of the Securities owned by such Holder pursuant to the Offer to
Purchase, subject to the requirement that any portion of a Security tendered
must be tendered in an integral multiple of Euro 1,000 principal amount.

                  (b) On or prior to the Purchase Date specified in the Offer to
Purchase, the Company shall (i) accept for payment all Securities or portions
thereof validly tendered pursuant to the Offer, (ii) deposit with the principal
Paying Agent or, if the Company is acting as its own Paying Agent, segregate and
hold in trust as provided in Section 2.04 money sufficient to pay the Purchase
Price of all Securities or portions thereof so accepted and (iii) deliver or
cause to be delivered to the Trustee for cancellation all Securities so accepted
together with an Officers' Certificate stating the Securities or portions
thereof accepted for payment by the Company. The


<PAGE>   39
                                      -34-


principal Paying Agent (or the Company, if so acting) shall promptly mail or
deliver to Holders of Securities so accepted, payment in an amount equal to the
Purchase Price for such Securities, and the Trustee shall promptly authenticate
and mail or deliver to each Holder of Securities a new Security or Securities
equal in principal amount to any unpurchased portion of the Security surrendered
as requested by the Holder. Any Security not accepted for payment shall be
promptly mailed or delivered by the Company to the Holder thereof. The Company
shall publicly announce the results of the Offer on or as soon as practicable
after the Purchase Date.

                  (c) If the Company makes an Offer to Purchase, the Company
will comply with all applicable tender offer laws and regulations, including, to
the extent applicable, Section 14(e) and Rule 14e-1 under the Exchange Act, and
any other applicable Federal or state securities laws and regulations and any
applicable requirements of any securities exchange on which the Securities are
listed, and any violation of the provisions of this Indenture relating to such
Offer to Purchase occurring as a result of such compliance shall not be deemed a
Default.

SECTION 4.11. Limitation on Restricted Payments.

                  The Company shall not, and shall not cause or permit any
Restricted Subsidiary to, directly or indirectly,

                  (i) declare or pay any dividend or any other distribution on
         any Equity Interests of the Company or any Restricted Subsidiary or
         make any payment or distribution to the direct or indirect holders of
         Equity Interests of the Company or any Restricted Subsidiary (other
         than any dividends, distributions and payments made to the Company or
         any Restricted Subsidiary and dividends or distributions payable to any
         Person solely in Qualified Equity Interests or in options, warrants or
         other rights to purchase Qualified Equity Interests);

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

                  (iii) purchase, redeem, defease or retire for value, or make
         any principal payment on, prior to any scheduled maturity, scheduled
         repayment or scheduled sinking fund payment, any Subordinated
         Indebtedness (other than any Subordinated Indebtedness held by any
         Restricted Subsidiary); or

                  (iv) make any Investment (other than Permitted Investments)

(any of the foregoing, a "Restricted Payment"), unless

                  (a) no Default shall have occurred and be continuing at the
         time of or after giving effect to such Restricted Payment;

                  (b) immediately after giving effect to such Restricted
         Payment, the Company would be able to Incur $1.00 of additional
         Indebtedness under Section 4.12(a); and

                  (c) immediately after giving effect to such Restricted
         Payment, the aggregate amount of all Restricted Payments (including the
         Fair Market Value of any non-cash Restricted Payment) declared or made
         on or after the Issue Date (excluding any Restricted Payment described
         in clauses (ii), (iii) or (iv) of the next paragraph) does not exceed
         an amount equal to the sum of the following (the "Basket"):


<PAGE>   40
                                      -35-


                          (1) (x) the Cumulative Operating Cash Flow determined
                  at the time of such Restricted Payment less (y) 150% of
                  cumulative Consolidated Interest Expense determined for the
                  period (treated as one accounting period) commencing on
                  January 4, 1999 and ending on the last day of the most recent
                  fiscal quarter immediately preceding the date of such
                  Restricted Payment for which consolidated financial
                  information of the Company is required to be available, plus

                          (2) the aggregate net cash proceeds received by the
                  Company either (x) as capital contributions to the Company
                  after the Issue Date or (y) from the issue and sale (other
                  than to a Subsidiary) of Qualified Equity Interests after the
                  Issue Date (other than any issuance and sale of Qualified
                  Equity Interests (A) financed, directly or indirectly, using
                  funds (I) borrowed from the Company or any Subsidiary until
                  and to the extent such borrowing is repaid or (II)
                  contributed, extended, guaranteed or advanced by the Company
                  or any Subsidiary (including, without limitation, in respect
                  of any employee stock ownership or benefit plan) or (B) the
                  proceeds of which are used to effect any transaction permitted
                  by clauses (ii), (iii) or (iv) of the next paragraph), plus

                          (3) the aggregate amount by which Indebtedness (other
                  than any Subordinated Indebtedness) of the Company or any
                  Restricted Subsidiary is reduced on the Company's balance
                  sheet upon the conversion or exchange (other than by a
                  Subsidiary of the Company) subsequent to the Issue Date into
                  Qualified Equity Interests (less the amount of any cash, or
                  the fair value of property, distributed by the Company or any
                  Restricted Subsidiary upon such conversion or exchange), plus

                          (4) in the case of the disposition or repayment of any
                  Investment that was treated as a Restricted Payment made after
                  the Issue Date, an amount (to the extent not included in the
                  computation of Cumulative Operating Cash Flow) equal to the
                  lesser of: (x) the return of capital with respect to such
                  Investment and (y) the amount of such Investment that was
                  treated as a Restricted Payment, in either case, less the cost
                  of the disposition of such Investment and net of taxes, plus

                          (5) so long as the Designation thereof was treated as
                  a Restricted Payment made after the Issue Date, with respect
                  to any Unrestricted Subsidiary that has been redesignated as a
                  Restricted Subsidiary after the Issue Date in accordance with
                  Section 4.14, the Company's proportionate interest in an
                  amount equal to the excess of (x) the total assets of such
                  Subsidiary, valued on an aggregate basis at the lesser of book
                  value and Fair Market Value, over (y) the total liabilities of
                  such Subsidiary, determined in accordance with GAAP (and
                  provided that such amount shall not in any case exceed the
                  Designation Amount with respect to such Restricted Subsidiary
                  upon its Designation), minus

                          (6) with respect to each Subsidiary of the Company
                  which has been designated as an Unrestricted Subsidiary after
                  the Issue Date in accordance with Section 4.14, the greater of
                  (x) $0 and (y) the Designation Amount thereof (measured as of
                  the Date of Designation).

                  The foregoing provisions will not prevent (i) the payment of
any dividend or distribution on, or redemption of, Equity Interests within 60
days after the date of declaration of such dividend or distribution or the
giving of formal notice of such redemption, if at the date of such declaration
or giving of formal notice such payment or redemption would comply with the
provisions of this Indenture; (ii) the purchase, redemption, retirement or other
acquisition of any Equity Interests of the Company in exchange for, or out of
the net cash proceeds of the substantially concurrent (A) common equity capital
contribution to the Company from any Person


<PAGE>   41
                                      -36-


(other than a Subsidiary) or (B) issue and sale (other than to a Subsidiary) of,
Qualified Equity Interests; (iii) any Investment to the extent that the
consideration therefor consists of the net proceeds of the substantially
concurrent issue and sale (other than to a Subsidiary) of Qualified Equity
Interests; (iv) the purchase, redemption, retirement, defeasance or other
acquisition of Subordinated Indebtedness made in exchange for, or out of the net
cash proceeds of, a substantially concurrent issue and sale (other than to a
Subsidiary) of, (x) Qualified Equity Interests or (y) other Subordinated
Indebtedness having no stated maturity for the payment of principal thereof
prior to the Maturity Date; or (v) any Investment in any Person; provided,
however, that Investments pursuant to this clause (v) shall not exceed $25.0
million in the aggregate at any time outstanding; provided, further, however,
that in the case of each of clauses (ii), (iii), (iv) and (v), no Default shall
have occurred and be continuing or would arise therefrom.

SECTION 4.12. Limitation on Incurrence of Indebtedness.

                  (a) The Company shall not, and shall not cause or permit any
Restricted Subsidiary to, directly or indirectly, Incur any Indebtedness;
provided, however, that the Company and any Restricted Subsidiary may Incur
Indebtedness (including Acquired Indebtedness) if, at the time of such
Incurrence, both (i) the Debt to Annualized Operating Cash Flow Ratio would be
less than or equal to 6.0 to 1.0 and (ii) in the case of the Incurrence of
Indebtedness by a Restricted Subsidiary, the Subsidiary Debt to Annualized
Operating Cash Flow Ratio would be less than or equal to 4.0 to 1.0.

                  (b) The foregoing limitations of paragraph (a) of this
covenant will not apply to any of the following, each of which shall be given
independent effect:

                  (i) the Securities and the Exchange Securities, and Permitted
         Refinancings thereof;

                  (ii) Indebtedness of the Company or any Restricted Subsidiary
         to the extent outstanding on the date of this Indenture, and Permitted
         Refinancings thereof;

                  (iii) Indebtedness of the Company or Qualified Subsidiary
         Indebtedness, in each case, to the extent that the proceeds of or
         credit support provided by such Indebtedness is used to finance the
         cost (including the cost of design, development, engineering,
         construction, acquisition, installation, or integration or improvement)
         of Telecommunication Assets acquired by the Company or a Restricted
         Subsidiary after the Issue Date or to finance or support working
         capital or capital expenditures for a Telecommunications Business, and
         Permitted Refinancings thereof;

                  (iv) (1) Indebtedness (including Acquired Indebtedness) of the
         Company or Qualified Subsidiary Indebtedness, in each case, to the
         extent that the proceeds of or credit support provided by such
         Indebtedness is used in connection with the development, expansion or
         operation of a Telecommunications Business or is used to finance (or is
         incurred as Acquired Indebtedness in consumation of) a
         Telecommunications Acquisition, or working capital for, or to finance
         the construction of, the business or network acquired and (2) Acquired
         Indebtedness, and, in each case, Permitted Refinancings thereof, but in
         each case only to the extent that (x) the aggregate amount of
         Indebtedness outstanding of the Company and the Restricted Subsidiaries
         after giving effect to the Incurrence of such Indebtedness and the
         application of the proceeds therefrom does not exceed the product of
         2.0 and the Share Capital of the Company at the date of Incurrence of
         such Indebtedness or (y) the aggregate amount of such Indebtedness or
         Acquired Indebtedness, together with all Indebtedness of the Person, if
         any, that is to become a Restricted Subsidiary or be merged or
         consolidated with or into the Company or any Restricted Subsidiary in
         the contemplated transaction outstanding at the time of such
         transaction (whether or not Incurred in connection with, or in
         contemplation of, such transaction), does not exceed the net sum of the
         plant, property and equipment set forth on the Latest Balance Sheet of
         such Person;


<PAGE>   42
                                      -37-


                  (v) (1) Indebtedness of any Restricted Subsidiary owed to and
         held by the Company or any Restricted Subsidiary and (2) Indebtedness
         of the Company owed to and held by any Restricted Subsidiary which is
         unsecured and subordinated in right of payment to the payment and
         performance of the Company's obligations under the Securities;
         provided, however, that an Incurrence of Indebtedness that is not
         permitted by this clause (v) shall be deemed to have occurred upon (x)
         any sale or other disposition of any Indebtedness of the Company or any
         Restricted Subsidiary referred to in this clause (v) to any Person
         other than the Company or any Restricted Subsidiary or (y) any
         Restricted Subsidiary that holds Indebtedness of the Company or another
         Restricted Subsidiary ceasing to be a Restricted Subsidiary;

                  (vi) Interest Rate Protection Obligations of the Company or
         any Restricted Subsidiary relating to 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 this covenant); provided, however, that
         the notional principal amount of such Interest Rate Protection
         Obligations does not exceed the principal amount of the Indebtedness to
         which such Interest Rate Protection Obligations relate;

                  (vii) Indebtedness of the Company or any Restricted Subsidiary
         under Currency Agreements; provided, however, that in the case of
         Currency Agreements which relate to Indebtedness, such Currency
         Agreements do not increase the Indebtedness or other obligations of the
         Company and the Restricted Subsidiaries outstanding other than as a
         result of fluctuations in foreign currency exchange rates or by reason
         of fees, indemnities or compensation payable thereunder;

                  (viii) Indebtedness of the Company and/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 and
         on ordinary business terms in connection with the construction or
         operation of a Telecommunications Business;

                  (ix) Indebtedness of the Company so long as the sum of (1) the
         aggregate amount of Indebtedness Incurred and outstanding by the
         Company pursuant to this clause (ix) and (2) the product of 2.0 and the
         aggregate amount of Indebtedness Incurred and outstanding by the
         Restricted Subsidiaries (collectively) pursuant to this clause (ix)
         does not exceed the product of 2.0 and (A) 100% of the Net Proceeds
         received by the Company after the Issue Date from contributions of
         capital or the issuance and sale of its Qualified Equity Interests to
         any Person (other that any Restricted Subsidiary) and (B) 80% of the
         Net Proceeds of property other than cash received by the Company after
         the Issue Date from contributions of capital or the issuance and sale
         of its Qualified Equity Interests to any Person (other than any
         Restricted Subsidiary), in each case (A) and (B) only to the extent
         that such Net Proceeds have not been used pursuant to clause (c)(2) of
         the first paragraph of Section 4.11 to make a Restricted Payment;
         provided, however, that no such indebtedness may be incurred pursuant
         to this clause (ix) to the extent that such contributions to capital or
         issuance and sale of Qualified Equity Interests were previously
         included in the determination of Share Capital for purposes of
         Incurring Indebtedness under clause (iv) above of this paragraph (b) of
         this Section 4.12;

                  (x) guarantees by the Company or any of its Restricted
         Subsidiaries of Indebtedness of the Company or any Restricted
         Subsidiary of the Company that is permitted to be incurred hereunder;
         and

                  (xi) in addition to the items referred to in clauses (i)
         through (x) above, Indebtedness of the Company or Qualified Subsidiary
         Indebtedness in an aggregate amount not to exceed $25.0 million at any
         time outstanding.


<PAGE>   43
                                      -38-


                  (c) For purposes of determining any particular amount of
Indebtedness under this covenant, guarantees, Liens or obligations with respect
to letters of credit supporting Indebtedness otherwise included in the
determination of such particular amount shall not be included; provided,
however, that the foregoing shall not in any way be deemed to limit the
provisions of Section 4.18.

                  (d) For purposes of determining compliance with this covenant,
in the event that an item of Indebtedness may be Incurred through the first
paragraph of this covenant or by meeting the criteria of one or more of the
types of Indebtedness described in the second paragraph of this covenant (or the
definitions of the terms used therein), the Company, in its sole discretion,
may, at the time of such Incurrence, (i) classify such item of Indebtedness
under and comply with either of such paragraphs (or any of such definitions), as
applicable, (ii) classify and divide such item of Indebtedness into more than
one of such paragraphs (or definitions), as applicable, and (iii) elect to
comply with such paragraphs (or definitions), as applicable, in any order.

SECTION 4.13.  Limitations on Restrictions Affecting Restricted Subsidiaries.

                  The Company shall not, and shall not cause or permit any
Restricted Subsidiary to, directly or indirectly, create or otherwise cause or
suffer to exist or become effective any encumbrance or restriction on the
ability of any Restricted Subsidiary to (x) pay dividends or make any other
distributions to the Company or any other Restricted Subsidiary on its Equity
Interests or with respect to any other interest or participation in, or measured
by, its profits, or pay any Indebtedness owed to the Company or any other
Restricted Subsidiary, (y) make loans or advances to, or guarantee any
Indebtedness or other obligations of, the Company or any other Restricted
Subsidiary or (z) transfer any of its properties or assets to the Company or any
other Restricted Subsidiary.

                  The foregoing shall not prohibit (a) any encumbrances or
restrictions existing under or by reason of any agreement in effect on the Issue
Date, as any such agreement is in effect on such date or as thereafter amended,
renewed, supplemented, restated or replaced but only if such encumbrances or
restrictions are no more restrictive, taken as a whole, than in the agreement
being amended; (b) customary provisions contained in an agreement that has been
entered into for the sale or disposition of all or substantially all of the
Capital Stock or assets of a Restricted Subsidiary; provided, however, that (x)
such encumbrance or restriction is applicable only to such Restricted Subsidiary
or assets and (y) such sale or disposition is made in accordance with Section
4.16; (c) any encumbrance or restriction existing under or by reason of
applicable law; (d) customary provisions that restrict the subletting or
assignment of any lease governing any leasehold interest of any Restricted
Subsidiary or that are contained in any agreement entered into in the ordinary
course of business; (e) covenants in purchase money obligations for property
acquired in the ordinary course of business restricting transfer of such
property; (f) covenants in security, pledge and similar agreements securing
Indebtedness of a Restricted Subsidiary (to the extent that such Liens were
otherwise incurred in accordance with Section 4.15) that restrict the transfer
of property subject to such agreements; (g) any agreement or other instrument of
a Person acquired by the Company or any Restricted Subsidiary in existence at
the time of such acquisition, which encumbrance or restriction (x) is not
applicable to any Person, or the properties or assets of any Person, other than
the Person, or the properties or assets of the Person so acquired, and (y) is
not incurred in connection with or in contemplation of such acquisition; (h)
contained in any agreement entered into after the Issue Date, so long as such
encumbrances or restrictions are not materially more disadvantageous, taken as a
whole, to the Holders than the encumbrances and restrictions in existence at the
Issue Date; (i) encumbrances or restrictions contained in any agreement entered
into after the Issue Date for Indebtedness so long as (a) such encumbrances or
restrictions, taken as a whole, are not more restrictive than those which are
customary in comparable financing agreements and (b) management of the Company
determines that such encumbrances or restrictions will not materially impair the
Company's ability to make payments when due on the Notes; or (j) customary
limitations on the disposition or distribution of assets or property in joint
venture agreements entered into in the ordinary course of business;


<PAGE>   44
                                      -39-


provided, however, that such encumbrance or restriction is applicable only to
such Restricted Subsidiary constituting such joint venture.

SECTION 4.14. Designation of Unrestricted Subsidiaries.

                  (a) The Company may designate any Subsidiary of the Company as
an "Unrestricted Subsidiary" under this Indenture (a "Designation") only if:

                  (i) no Default shall have occurred and be continuing at the
         time of or after giving effect to such Designation; and

                  (ii) the Company would be permitted to make an Investment at
         the time of Designation (assuming the effectiveness of such
         Designation) pursuant to the first paragraph of Section 4.11 in an
         amount (the "Designation Amount") equal to the Fair Market Value of the
         Company's proportionate interest in the net worth of such Subsidiary on
         such date calculated in accordance with GAAP.

                  All Subsidiaries of Unrestricted Subsidiaries shall be
Unrestricted Subsidiaries.

                  The Company shall not, and shall not cause or permit any
Restricted Subsidiary to, directly or indirectly, at any time (x) provide credit
support for, subject any of its properties or assets (other than the Equity
Interests of any Unrestricted Subsidiary) to the satisfaction of, or guarantee,
any Indebtedness of any Unrestricted Subsidiary (including any undertaking,
agreement or instrument evidencing such Indebtedness), (y) be liable for any
Indebtedness of any Unrestricted Subsidiary or (z) be liable for any
Indebtedness which provides that the holder thereof may (upon notice, lapse of
time or both) declare a default thereon or cause the payment thereof to be
accelerated or payable prior to its final scheduled maturity upon the occurrence
of a default with respect to any Indebtedness of any Unrestricted Subsidiary.

                  (b) The Company may revoke any Designation of a Subsidiary as
an Unrestricted Subsidiary (a "Revocation") only if:

                  (i) no Default shall have occurred and be continuing at the
         time of and after giving effect to such Revocation;

                  (ii) all Liens and Indebtedness of such Unrestricted
         Subsidiary outstanding immediately following such Revocation would, if
         Incurred at such time, have been permitted to be Incurred for all
         purposes of this Indenture; and

                  (iii) any transaction (or series of related transactions)
         between such Subsidiary and any of its Affiliates that occurred while
         such Subsidiary was an Unrestricted Subsidiary would be permitted by
         Section 4.17 as if such transaction (or series of related transactions)
         had occurred at the time of such Revocation (after giving effect to any
         modification to such transaction (or series of related transactions)
         effective at such time).

                  All Designations and Revocations must be evidenced by
resolutions of the Board of Directors of the Company, delivered to the Trustee
certifying compliance with the foregoing provisions.


<PAGE>   45
                                      -40-


SECTION 4.15.  Limitation on Liens.

                  The Company shall not, and shall not cause or permit any
Restricted Subsidiary to, directly or indirectly, Incur any Lien (other than any
Permitted Lien) of any kind securing Indebtedness or trade payables against or
upon any of their respective properties or assets now owned or hereafter
acquired, or any proceeds, income or profits therefrom, unless contemporaneously
therewith or prior thereto, (i) in the case of any Lien securing an obligation
that ranks pari passu with the Securities, effective provision is made to secure
the Securities equally and ratably with or prior to such obligation with a Lien
on the same collateral and (ii) in the case of any Lien securing an obligation
that is subordinated in right of payment to the Securities, effective provision
is made to secure the Securities with a Lien on the same collateral that is
prior to the Lien securing such subordinated obligation, in each case, for so
long as such obligation is secured by such Lien.

SECTION 4.16. Limitation on Asset Sales.

                  The Company shall not, and shall not cause or permit any
Restricted Subsidiary to, directly or indirectly, make any Asset Sale, unless
(x) the Company or such Restricted Subsidiary, as the case may be, receives
consideration at the time of such Asset Sale at least equal to the Fair Market
Value of the assets sold or otherwise disposed of and (y) at least 75% of such
consideration consists of (i) cash or Cash Equivalents, (ii) Replacement Assets,
(iii) publicly traded Equity Interests of a Person who is engaged primarily in a
Telecommunications Business; provided, however, that the Company or such
Restricted Subsidiary shall sell (a "Monetization Sale"), for cash or Cash
Equivalents, such Equity Interests to a third Person (other than to the Company
or a Subsidiary thereof) at a price not less than the Fair Market Value thereof
within 365 days of the consummation of such Asset Sale, or (iv) any combination
of the foregoing clauses (i) through (iii). The amount of any (x) Indebtedness
(other than any Subordinated Indebtedness) of the Company or any Restricted
Subsidiary that is actually assumed by the transferee in such Asset Sale and
from which the Company and the Restricted Subsidiaries are fully released shall
be deemed to be cash for purposes of determining the percentage of cash
consideration received by the Company or such Restricted Subsidiary, (y) notes
or other similar obligations received by the Company or any Restricted
Subsidiary from such transferee that are immediately converted, sold or
exchanged (or are converted, sold or exchanged within 365 days of the related
Asset Sale) by the Company or any Restricted Subsidiary into cash shall be
deemed to be cash, in an amount equal to the net cash proceeds realized upon
such conversion, sale or exchange for purposes of determining the percentage of
cash consideration received by the Company or such Restricted Subsidiary and (z)
Indebtedness of any Restricted Subsidiary that is no longer a Restricted
Subsidiary as a result of such Asset Sale, if the Company and all of its
Restricted Subsidiaries immediately are released from all guarantees of payment
of such Indebtedness is no longer the liability of the Company or any of its
Restricted Subsidiaries shall be deemed to be cash for purposes of determining
the percentage of cash consideration received by the Company or such Restricted
Subsidiary. Any Net Cash Proceeds from any Asset Sale or any Monetization Sale
that are not invested in Replacement Assets or used to repay and permanently
reduce the commitments under Indebtedness of any Restricted Subsidiary within
365 days of the consummation of such Asset Sale or Monetization Sale shall
constitute "Excess Proceeds" subject to disposition as provided below. Pending
final application of any such Net Cash Proceeds, the Company or any Restricted
Subsidiary that is a borrower under Qualified Subsidiary Indebtedness may
temporarily reduce revolving credit borrowings or otherwise invest such Net Cash
Proceeds in any manner that is not prohibited by the Indenture.

                  Within 40 days after the aggregate amount of Excess Proceeds
equals or exceeds $10.0 million, the Company shall make an Offer to Purchase,
from all Holders on a pro rata basis, that aggregate principal amount of
Securities as can be purchased with the Note Portion of Excess Proceeds at a
price in cash equal to 100% of the aggregate principal amount thereof, plus
accrued and unpaid interest, if any, to any purchase date. To the extent that
the aggregate amount of principal and accrued interest of Securities validly
tendered and not withdrawn pursuant to an Offer to Purchase is less than the
Excess Proceeds, the Company may use such surplus


<PAGE>   46
                                      -41-


for general corporate purposes. If the aggregate amount of principal and accrued
interest of Securities validly tendered and not withdrawn by Holders thereof
exceeds the amount of Securities that can be purchased with the Note Portion of
Excess Proceeds, Securities to be purchased will be selected pro rata based on
the aggregate principal amount of Securities tendered by each Holder. Upon
completion of an Offer to Purchase, the amount of Excess Proceeds with respect
to the applicable Asset Sale or Monetization Sale shall be reset to zero.

                  In the event that any other Indebtedness of the Company that
ranks pari passu with the Securities (the "Other Debt") requires an offer to
purchase to be made to repurchase such Other Debt upon the consummation of an
Asset Sale, the Company may apply the Excess Proceeds otherwise required to be
applied to an Offer to Purchase to offer to purchase such Other Debt and to an
Offer to Purchase so long as the amount of such Excess Proceeds applied to
purchase the Securities is not less than the Note Portion of Excess Proceeds.
With respect to any Excess Proceeds, the Company shall make the Offer to
Purchase in respect thereof at the same time as the analogous offer to purchase
is made pursuant to any Other Debt and the Purchase Date in respect thereof
shall be the same as the purchase date in respect thereof pursuant to any Other
Debt.

                  For purposes of this covenant, "Note Portion of Excess
Proceeds" means (1) if no Other Debt is being offered to be purchased, the
amount of the Excess Proceeds and (2) if Other Debt is being offered to be
purchased, the amount of the Excess Proceeds equal to the product of (x) the
Excess Proceeds and (y) a fraction the numerator of which is the aggregate
amount of all Securities tendered pursuant to the Offer to Purchase related to
such Excess Proceeds (the "Note Amount") and the denominator of which is the sum
of the Note Amount and the aggregate amount as of the relevant purchase date of
all Other Debt tendered and purchased pursuant to a concurrent offer to purchase
such Other Debt made at the time of such Offer to Purchase.

                  In the event that the Company makes an Offer to Purchase the
Securities, the Company shall comply with any applicable securities laws and
regulations, including any applicable requirements of Section 14(e) of, and Rule
14e-1 under, the Exchange Act, and any violation of the provisions of this
Indenture relating to such Offer to Purchase occurring as a result of such
compliance shall not be deemed a Default or an Event of Default.

SECTION 4.17. Limitation on Transactions with Affiliates.

                  The Company shall not, and shall not cause or permit any
Restricted Subsidiary to, directly or indirectly, conduct any business or enter
into any transaction or series of related transactions with or for the benefit
of any Affiliate, any holder of 5% or more of any class of Equity Interests or
any officer, director or employee of the Company or any Restricted Subsidiary
(each, an "Affiliate Transaction"), unless such Affiliate Transaction is on
terms that are no less favorable to the Company or such Restricted Subsidiary,
as the case may be, than could reasonably be obtained at such time in a
comparable transaction with an unaffiliated third party. For any such
transaction that involves value in excess of $5.0 million, the Company shall
deliver to the Trustee an Officers' Certificate stating that a majority of the
Disinterested Directors has determined that the transaction satisfies the above
criteria and shall evidence such a determination by a Board Resolution delivered
to the Trustee. For any such transaction that involves value in excess of $20.0
million, the Company shall also obtain a written opinion from an Independent
Financial Advisor to the effect that such transaction is fair, from a financial
point of view, to the Company or such Restricted Subsidiary, as the case may be.

                  Notwithstanding the foregoing, the restrictions set forth in
this covenant shall not apply to (i) transactions between or among the Company
and one or more Restricted Subsidiaries or between or among Restricted
Subsidiaries; (ii) customary directors' fees, indemnification and similar
arrangements, employee salaries, bonuses or employment agreements, compensation
or employee benefit arrangements and incentive arrangements with any officer,
director or employee of the Company or any Restricted Subsidiary entered into in
the ordinary course of business (including customary benefits thereunder); (iii)
transactions pursuant to agreements


<PAGE>   47
                                      -42-


or arrangements in effect on the Issue Date, as such agreements or arrangements
are in effect on the Issue Date or as thereafter amended or supplemented in a
manner not adverse to the Holders; (iv) loans and advances to officers,
directors and employees of the Company or any Restricted Subsidiary for travel,
entertainment, moving and other relocation expenses, in each case made in the
ordinary course of business and consistent with past business practices; (v) any
transactions between the Company or any Restricted Subsidiary, on the one hand,
and any Affiliate of the Company engaged primarily in a Telecommunications
Business, on the other hand, (x) in the ordinary course of business and
consistent with commercially reasonable practices or (y) approved by a majority
of the Disinterested Directors; (vi) any payment pursuant to any tax sharing
agreement between the Company and any other Person with which the Company files
a consolidated tax return or with which the Company is part of a consolidated
group for tax purposes; provided, however, that such payment is not greater than
that which the Company would be required to pay as a stand-alone taxpayer; (vii)
the pledge of Equity Interests of Unrestricted Subsidiaries to support the
Indebtedness thereof; (viii) Restricted Payments permitted under Section 4.11;
and (ix) the issuance and sale by the Company for cash of Qualified Equity
Interests.

SECTION 4.18. Limitation on Issuances of Guarantees by Restricted Subsidiaries.

                  The Company shall not cause or permit any Restricted
Subsidiary, directly or indirectly, to guarantee any Indebtedness of the Company
("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary
simultaneously executes and delivers a supplemental indenture to this Indenture
pursuant to which such Restricted Subsidiary guarantees (a "Subsidiary
Guarantee") all of the Company's obligations under the Securities and this
Indenture and (ii) such Restricted Subsidiary waives and will not in any manner
whatsoever claim or take the benefit or advantage of, any rights of
reimbursement, indemnity or subrogation or any other rights against the Company
or any other Restricted Subsidiary as a result of any payment by such Restricted
Subsidiary under its Subsidiary Guarantee. If the Guaranteed Indebtedness is (A)
pari passu with the Securities, then the guarantee of such Guaranteed
Indebtedness shall be pari passu with, or subordinated to, the Subsidiary
Guarantee or (B) subordinated to the Securities, then the guarantee of such
Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at
least to the extent that the Guaranteed Indebtedness is subordinated to the
Securities.

                  Any Subsidiary Guarantee by a Restricted Subsidiary 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 not an
Affiliate of the Company, of all of the Equity Interests of the Company or any
Restricted Subsidiary in, or all or substantially all the assets of, such
Restricted Subsidiary (which sale, exchange or transfer is made in accordance
with this Indenture) or (ii) the release or discharge of the guarantee which
resulted in the creation of such Subsidiary Guarantee, except a discharge or
release by or as a result of payment under such guarantee.

SECTION 4.19. Limitation on the Issuance and Sale of Capital Stock of Restricted
Subsidiaries.

                  The Company shall not sell, and shall not cause or permit any
Restricted Subsidiary, directly or indirectly, to issue or sell, any Equity
Interests of a Restricted Subsidiary, except (i) to the Company or a Wholly
Owned Restricted Subsidiary; (ii) if, immediately after giving effect to such
issuance or sale, such Restricted Subsidiary would no longer constitute a
Restricted Subsidiary; or (iii) in the case of issuance of Equity Interests by a
non-Wholly Owned Restricted Subsidiary if, after giving effect to such issuance,
the Company maintains its direct or indirect percentage of beneficial and
economic ownership of such non-Wholly Owned Restricted Subsidiary.

SECTION 4.20.  Additional Amounts.

                  All payments made by the Company under or with respect to the
Securities will be made free and clear of and without withholding or deduction
for or on account of any present of future Taxes imposed or


<PAGE>   48
                                      -43-


levied by or on behalf of any Taxing Authority within the Netherlands, or within
any other jurisdiction in which the Company is organized or is otherwise
resident for tax purposes or any jurisdiction from or through which payment is
made (each, a "Relevant Taxing Jurisdiction"), unless the Company is required to
withhold or deduct Taxes by law or by the interpretation or administration
thereof. If the Company is required to withhold or deduct any amount for or on
account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made
under or with respect to the Securities, the Company will pay such additional
amounts ("Additional Amounts") as may be necessary so that the net amount
received by each holder of Securities (including Additional Amounts) after such
withholding or deduction will equal the amount the holder would have received if
such Taxes had not been withheld or deducted; provided, however, that no
Additional Amounts will be payable with respect to any Tax that would not have
been imposed, payable or due (i) but for the existence of any present or former
connection between the holder (or the beneficial owner of, or person ultimately
entitled to obtain an interest in, such Securities) and the Relevant Taxing
Jurisdiction (including being a citizen or resident or national of, or carrying
on a business or maintaining a permanent establishment in, or being physically
present in the Relevant Taxing Jurisdiction) other than the mere holding of the
Securities or enforcement of rights thereunder or the receipt of payments in
respect therefrom; (ii) but for the failure to satisfy any certification,
identification or other reporting requirements whether imposed by statute,
treaty, regulation or administrative practice, provided, however, that the
Company has delivered a request to the holder to comply with such requirements
at least 30 days prior to the date by which such compliance is required; or
(iii) if the presentation of Securities (where presentation is required) for
payment has occurred within 30 days after the date such payment was due and
payable or was duly provided for, whichever is later. In addition, Additional
Amounts will not be payable with respect to any Tax which is payable otherwise
than by withholding from payments of, or in respect of principal of, or any
interest on, the Securities.

                  Whenever in this Indenture there is mentioned, in any context,
the payment of amounts based upon the principal amount of the Securities or of
principal, interest or of any other amount payable under or with respect to any
of the Securities, such mentioned shall be deemed to include mention of the
payment of Additional Amounts to the extent that, in such context, Additional
Amounts are, were or would be payable in respect thereof.

                  Upon request, the Company will provide the Trustee with
documentation satisfactory to the Trustee evidencing the payment of Additional
Amounts.

                  The Company will pay any present or future stamp, court or
documentary taxes, or any other excise or property taxes, charges or similar
levies, which arise in any jurisdiction from the execution, delivery or
registration of the Securities or any other document or instrument referred to
therein, or the receipt of any payments with respect to the Securities,
excluding any such taxes, charges or similar levies imposed by any jurisdiction
outside of The Netherlands, any jurisdiction in which the Company is organized
or is otherwise resident for tax purposes, the United States of America or any
jurisdiction in which a Paying Agent is located, but not excluding those
resulting from, or required to be paid in connection with, the enforcement of
the Securities or any other such document or instrument following the occurrence
of any Event of Default with respect to the Securities.


<PAGE>   49
                                      -44-


                                  ARTICLE FIVE

                         MERGERS; SUCCESSOR CORPORATION


SECTION 5.01. Mergers, Sale of Assets, etc.

                  The Company shall not consolidate with or merge with or into
(whether or not the Company is the Surviving Person) any other Person and the
Company shall not, and shall not cause or permit any Restricted Subsidiary to,
sell, convey, assign, transfer, lease or otherwise dispose of all or
substantially all of the property and assets of the Company and the Restricted
Subsidiaries, taken as a whole, to any Person or Persons (other than any
Restricted Subsidiary), in each case, in a single transaction or series of
related transactions, unless: (i) either (x) the Company shall be the Surviving
Person or (y) the Surviving Person (if other than the Company) shall be a
corporation organized and validly existing under the laws of The Netherlands,
the United States of America or any State thereof or the District of Columbia,
and shall, in any such case, expressly assume by a supplemental indenture
hereto, the due and punctual payment of the principal of and interest on the
Securities and the performance and observance of every covenant of this
Indenture and the Registration Rights Agreement to be performed or observed on
the part of the Company; (ii) immediately after giving effect to such
transaction, no Default shall have occurred and be continuing; and (iii)
immediately after giving effect to such transaction, the Surviving Person (as
the Company) could Incur at least $1.00 of additional Indebtedness under Section
4.12(a).

                  For purposes of the foregoing, the transfer (by lease,
assignment, sale or otherwise, in a single transaction or series of
transactions) of all or substantially all the properties and assets of one or
more Restricted Subsidiaries the Equity Interests of which constitutes all or
substantially all the properties and assets of the Company shall be deemed to be
the transfer of all or substantially all the properties and assets of the
Company.

SECTION 5.02. Successor Corporation Substituted.

                  In the event of any transaction (other than a lease) described
in and complying with the conditions listed in the first paragraph of this
covenant in which the Company is not the Surviving Person and the Surviving
Person is to assume all the Obligations of the Company under the Securities,
this Indenture and the Registration Rights Agreement pursuant to a supplemental
indenture, such Surviving Person shall succeed to, and be substituted for, and
may exercise every right and power of, the Company and the Company shall be
discharged from its Obligations under the Securities, this Indenture and the
Registration Rights Agreement.


                                   ARTICLE SIX

                              DEFAULT AND REMEDIES


SECTION 6.01.  Events of Default.

                  Each of the following shall be an "Event of Default" for
purposes of this Indenture:

                  (1) failure to pay principal of any Security when due;

                  (2) failure to pay any interest on any Security when due,
         continued for 30 days or more;


<PAGE>   50
                                      -45-


                  (3) failure to pay on the Purchase Date the Purchase Price for
         any Security validly tendered pursuant to an Offer to Purchase;

                  (4) failure to perform or comply with any of the provisions of
         Section 5.01;

                  (5) failure to perform any other covenant, warranty or
         agreement of the Company under this Indenture or in the Securities, and
         the Default continues for the period and after the notice specified in
         the last paragraph of this Section 6.01;

                  (6) there shall be, with respect to any issue or issues of
         Indebtedness of the Company or any Restricted Subsidiary having an
         outstanding principal amount of $10.0 million or more in aggregate for
         such issues of all such Persons, whether such Indebtedness now exists
         or shall hereafter be created, (x) an event of default that has caused
         the holders thereof (or their representative) (I) to declare such
         Indebtedness to be due and payable prior to its scheduled maturity and
         such Indebtedness has not been discharged in full or such acceleration
         has not been rescinded or annulled within 45 days following such
         acceleration and/or (II) to commence judicial proceeding to foreclose
         upon, or to exercise remedies under applicable law or applicable
         security documents to take ownership of, the property or assets
         securing such Indebtedness and/or (y) the failure to make a principal
         payment at the final (but not any interim) fixed maturity and such
         defaulted payment shall not have been made, waived or extended within
         45 days of such payment default;

                  (7) the rendering of a final judgment or judgments against the
         Company or any Restricted Subsidiary in an amount of $10.0 million or
         more which remains undischarged or unstayed for a period of 60
         consecutive days;

                  (8) the Company or any Significant Restricted Subsidiary
         pursuant to or within the meaning of any Bankruptcy Law:

                         (A) admits in writing its inability to pay its debts
                  generally as they become due,

                         (B) commences a voluntary case or proceeding,

                         (C) consents to the entry of an order for relief
                  against it in an involuntary case or proceeding,

                         (D) consents or acquiesces in the institution of a
                  bankruptcy or insolvency proceeding against it,

                         (E) consents to the appointment of a Custodian of it or
                  for all or substantially all of its property, or

                         (F) makes a general assignment for the benefit of its
                  creditors, or any of them takes any action to authorize or
                  effect any of the foregoing; or

                  (9) a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that:

                         (A) is for relief against the Company or any
                  Significant Restricted Subsidiary in an involuntary case or
                  proceeding,


<PAGE>   51
                                      -46-


                         (B) appoints a Custodian of the Company or any
                  Significant Restricted Subsidiary or for all or substantially
                  all of its property, or

                         (C) orders the liquidation of the Company or any
                  Significant Restricted Subsidiary, and in each case the order
                  or decree remains unstayed and in effect for 60 days;
                  provided, however, that if the entry of such order or decree
                  is appealed and dismissed on appeal, then the Event of Default
                  hereunder by reason of the entry of such order or decree shall
                  be deemed to have been cured.

                  The term "Bankruptcy Law" means Title 11, U.S. Code or any
similar Federal, state or foreign law for the relief of debtors. The term
"Custodian" means any receiver, trustee, assignee, liquidator, sequestrator or
similar official under any Bankruptcy Law.

                  A Default under clause (5) is not an Event of Default until
the Trustee notifies the Company, or the Holders of at least 25% in aggregate
principal amount of the outstanding Securities notify the Company and the
Trustee, of the Default in writing and the Company does not cure the Default
within 30 days after receipt of the notice. The notice must specify the Default,
demand that it be remedied and state that the notice is a "Notice of Default."
Such notice shall be given by the Trustee if so requested by the Holders of at
least 25% in principal amount of the Securities then outstanding. When a Default
is cured, it ceases.

SECTION 6.02.  Acceleration.

                  If an Event of Default with respect to the Securities (other
than an Event of Default specified in clause (8) or (9) of Section 6.01 with
respect to the Company) occurs and is continuing, the Trustee or the Holders of
at least 25% in aggregate principal amount of the outstanding Securities by
notice in writing to the Company and the Trustee, if applicable, may declare the
unpaid principal of and accrued interest to the date of acceleration on all
outstanding Securities to be due and payable immediately and, upon any such
declaration, such principal amount and accrued interest, notwithstanding
anything contained in this Indenture or the Securities to the contrary, shall
become immediately due and payable.

                  If an Event of Default specified in clause (8) or (9) of
Section 6.01 with respect to the Company occurs, all unpaid principal of and
accrued interest on all outstanding Securities shall ipso facto become
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder.

                  After a declaration of acceleration, but before a judgment or
decree of the money due in respect of the Securities has been obtained, the
Holders of not less than a majority in aggregate principal amount of the
Securities then outstanding by written notice to the Trustee may rescind an
acceleration and its consequences if all existing Events of Default (other than
the nonpayment of accelerated principal of and interest on the Securities which
has become due solely by virtue of such acceleration) have been cured or waived
and if the rescission would not conflict with any judgment or decree. No such
rescission shall affect any subsequent Default or impair any right consequent
thereto.

SECTION 6.03.  Other Remedies.

                  If an Event of Default occurs and is continuing, the Trustee
may pursue any available remedy by proceeding at law or in equity to collect the
payment of principal of or interest on the Securities or to enforce the
performance of any provision of the Securities or this Indenture.


<PAGE>   52
                                      -47-


                  The Trustee may maintain a proceeding even if it does not
possess any of the Securities or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Securityholder in exercising any right
or remedy maturing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative to the
extent permitted by law.

SECTION 6.04. Waiver of Past Default.

                  Subject to Sections 2.09, 6.07 and 9.02, prior to the
declaration of acceleration of the Securities, the Holders of not less than a
majority in aggregate principal amount of the outstanding Securities by written
notice to the Trustee may waive an existing Default and its consequences, except
a Default in the payment of principal of or interest on any Security as
specified in Section 6.01(1) or (2) or a Default in respect of any term or
provision of this Indenture that may not be amended or modified without the
consent of each Holder affected as provided in Section 9.02. The Company shall
deliver to the Trustee an Officers' Certificate stating that the requisite
percentage of Holders have consented to such waiver and attaching copies of such
consents. In case of any such waiver, the Company, the Trustee and the Holders
shall be restored to their former positions and rights hereunder and under the
Securities, respectively. This paragraph of this Section 6.04 shall be in lieu
of Section 316(a)(1)(B) of the TIA and such Section 316(a)(1)(B) of the TIA is
hereby expressly excluded from this Indenture and the Securities, as permitted
by the TIA.

                  Upon any such waiver, such Default shall cease to exist and be
deemed to have been cured and not to have occurred, and any Event of Default
arising therefrom shall be deemed to have been cured and not to have occurred
for every purpose of this Indenture and the Securities, but no such waiver shall
extend to any subsequent or other Default or impair any right consequent
thereon.

SECTION 6.05.  Control by Majority.

                  Subject to Section 2.09, the Holders of a majority in
principal amount of the outstanding Securities may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on it. However, the Trustee may refuse
to follow any direction that conflicts with law or this Indenture, that the
Trustee determines may be unduly prejudicial to the rights of another
Securityholder, or that may involve the Trustee in personal liability; provided,
however, that the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction. In the event the Trustee takes
any action or follows any direction pursuant to this Indenture, the Trustee
shall be entitled to indemnification satisfactory to it in its sole discretion
against any loss or expense caused by taking such action or following such
direction. This Section 6.05 shall be in lieu of Section 316(a)(1)(A) of the
TIA, and such Section 316(a)(1)(A) of the TIA is hereby expressly excluded from
this Indenture and the Securities, as permitted by the TIA.

SECTION 6.06.  Limitation on Suits.

                  A Securityholder may not institute any proceeding or pursue
any remedy with respect to this Indenture or the Securities unless:

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

                  (ii) the Holders of at least 25% in aggregate principal amount
         of the outstanding Securities make a written request to the Trustee to
         pursue a remedy;


<PAGE>   53
                                      -48-


                  (iii) such Holder or Holders offer and, if requested, provide
         to the Trustee indemnity reasonably satisfactory to the Trustee against
         any loss, liability or expense;

                  (iv) the Trustee does not comply with the request within 60
         days after receipt of the request; and

                  (v) during such 60-day period the Holders of a majority in
         principal amount of the outstanding Securities (excluding Affiliates of
         the Company) do not give the Trustee a direction which, in the opinion
         of the Trustee, is inconsistent with the request.

                  A Securityholder may not use this Indenture to prejudice the
rights of another Securityholder or to obtain a preference or priority over such
other Securityholder.

SECTION 6.07. Rights of Holders To Receive Payment.

                  Notwithstanding any other provision of this Indenture, the
right of any Holder to receive payment of principal of or interest on a
Security, on or after the respective due dates therefor, or to bring suit for
the enforcement of any such payment on or after such respective dates, shall not
be impaired or affected without the consent of the Holder.

SECTION 6.08. Collection Suit by Trustee.

                  If an Event of Default in payment of principal or interest
specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company or any other obligor on the Securities for the whole amount of principal
and accrued interest remaining unpaid, together with interest overdue on
principal and to the extent that payment of such interest is lawful, interest on
overdue installments of interest, in each case at the rate per annum borne by
the Securities and 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.

SECTION 6.09. Trustee May File Proofs of Claim.

                  The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Securityholders allowed in any judicial proceedings relative to the Company (or
any other obligor upon the Securities), its creditors or its property and shall
be entitled and empowered to collect and receive any monies or other property
payable or deliverable on any such claims and to distribute the same, and any
Custodian in any such judicial proceedings is hereby authorized and directed by
each Securityholder 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
Securityholders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agent and
counsel, and any other amounts due the Trustee under Section 7.07. Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Securityholder 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 Securityholder in any such proceeding.


<PAGE>   54
                                      -49-


SECTION 6.10.  Priorities.

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

                  First: to the Trustee for amounts due under Section 7.07;

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

                  Third: to the Company.

                  The Trustee, upon prior written notice to the Company, may fix
a record date and payment date for any payment to Securityholders pursuant to
this Section 6.10.

SECTION 6.11.  Undertaking for Costs.

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees and expenses, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by
the party litigant. This Section 6.11 shall not apply to a suit by the Trustee,
a suit by a Holder or group of Holders of more than 10% in aggregate principal
amount of the outstanding Securities, or to any suit instituted by any Holder
for the enforcement or the payment of the principal or interest on any
Securities on or after the respective due dates therefor.


                                  ARTICLE SEVEN

                                     TRUSTEE


SECTION 7.01.  Duties of Trustee.

                  (a) If a Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture and
use the same degree of care and skill in its exercise as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs.

                  (b) Except during the continuance of a Default:

                  (1) The Trustee shall not be liable except for the performance
         of such duties as are specifically set forth herein and no implied
         covenants or obligations shall be read into this Indenture against the
         Trustee; and

                  (2) In the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions conforming to the requirements of this Indenture; provided,
         however, in the case of any such certificates or opinions which by any
         provision hereof are specifically required to be furnished to the
         Trustee,


<PAGE>   55
                                      -50-


         the Trustee shall examine such certificates and opinions to determine
         whether or not they conform to the requirements of this Indenture (but
         need not confirm or investigate the accuracy of mathematical
         calculations or other facts stated therein).

                  (c) The Trustee shall not be relieved from liability for its
own negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

                  (1) This paragraph does not limit the effect of paragraph (b)
         of this Section 7.01;

                  (2) The Trustee shall not be liable for any error of judgment
         made in good faith by a Trust Officer, unless it is proved that the
         Trustee was negligent in ascertaining the pertinent facts; and

                  (3) The Trustee shall not be liable with respect to any action
         it takes or omits to take in good faith in accordance with a direction
         received by it pursuant to Section 6.05.

                  (d) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties hereunder or to take or omit to take any
action under this Indenture or take any action at the request or direction of
Holders if it shall have reasonable grounds for believing that repayment of such
funds is not assured to it or it does not receive from such Holders an indemnity
or security satisfactory to it in its sole discretion against such risk,
liability, loss, fee or expense which might be incurred by it in compliance with
such request or direction.

                  (e) Every provision of this Indenture that in any way relates
to the Trustee is subject to paragraphs (a), (b), (c) and (d) of this Section
7.01.

                  (f) The Trustee shall not be liable for interest on any money
received by it. Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by law.

SECTION 7.02.  Rights of Trustee.

                  Subject to Section 7.01:

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

                  (b) Before the Trustee acts or refrains from acting, it may
         require an Officers' Certificate and/or an Opinion of Counsel, which
         shall conform to the provisions of Section 10.05. The Trustee shall not
         be liable for any action it takes or omits to take in good faith in
         reliance on such certificate or opinion.

                  (c) The Trustee may act through attorneys and agents of its
         selection and shall not be responsible for the misconduct or negligence
         of any agent or attorney (other than an agent who is an employee of the
         Trustee) appointed with due care.

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


<PAGE>   56
                                      -51-


                  (e) The Trustee may consult with counsel of its selection and
         the advice or opinion of such counsel as to matters of law shall be
         full and complete authorization and protection from liability in
         respect of any action taken, omitted or suffered by it hereunder in
         good faith and in accordance with the advice or opinion of such
         counsel.

                  (f) Any request or direction of the Company mentioned herein
         shall be sufficiently evidenced by a Company Request or Company Order
         and any resolution of the Board of Directors may be sufficiently
         evidenced by a Board Resolution.

                  (g) 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 Securityholders pursuant to this Indenture,
         unless such Securityholders shall have offered to the Trustee
         reasonable security or indemnity against the costs, expenses and
         liabilities which might be incurred by it in compliance with such
         request or direction.

                  (h) 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.

                  (i) The Trustee shall not be deemed to have notice of any
         Event of Default unless a Trust Officer of the Trustee has actual
         knowledge thereof or unless the Trustee shall have received written
         notice thereof at the Corporate Trust Office of the Trustee, and such
         notice references the Securities and this Indenture.

                  (j) The rights, privileges, protections, immunities and
         benefits given to the Trustee, including, without limitation, its right
         to be indemnified, are extended to, and shall be enforceable by, the
         Trustee in each of its capacities hereunder, and to each agent,
         custodian and other Person employed to act hereunder.

                  (k) In the absence of written notice from the Company, the
         Trustee is entitled to assume that no Additional Interest is due or
         payable on the Securities.

SECTION 7.03. Individual Rights of Trustee.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Securities and may otherwise deal with the Company or
its Affiliates with the same rights it would have if it were not Trustee,
subject to Section 7.10 hereof. Any Agent may do the same with like rights.
However, the Trustee is subject to Sections 7.10 and 7.11.

SECTION 7.04.  Trustee's Disclaimer.

                  The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture or the
Securities, it shall not be accountable for the Company's use of the proceeds
from the Securities, and it shall not be responsible for any statement of the
Company in this Indenture or any document issued in connection with the sale of
Securities or any statement in the Securities other than the Trustee's
certificate of authentication.


<PAGE>   57
                                      -52-


SECTION 7.05.  Notice of Defaults.

                  If a Default occurs and is continuing and the Trustee actually
knows of such Default, the Trustee shall mail to each Securityholder notice of
the Default within 30 days after the occurrence thereof. Except in the case of
an Event of Default in payment of principal of or interest on any Security or in
the case of a Default or an Event of Default with respect to Article Five
hereof, the Trustee may withhold the notice if and so long as a committee of its
Trust Officers in good faith determines that withholding the notice is in the
interest of Securityholders. This Section 7.05 shall be in lieu of the proviso
to Section 315(b) of the TIA and such proviso to Section 315(b) of the TIA is
hereby expressly excluded from this Indenture and the Securities, as permitted
by the TIA.

SECTION 7.06. Reports by Trustee to Holders.

                  If required by TIA Section 313(a), within 60 days after each
September 1 beginning with September 1, 2000, the Trustee shall mail to each
Securityholder a report dated as of such September 1 that complies with TIA
Section 313(a). The Trustee also shall comply with TIA Section 313(b), (c) and
(d).

                  A copy of each such report at the time of its mailing to
Securityholders shall be filed with the SEC and each stock exchange, if any, on
which the Securities are listed.

                  The Company shall promptly notify the Trustee in writing if
the Securities become listed on any stock exchange or of any delisting thereof.

SECTION 7.07.  Compensation and Indemnity.

                  The Company shall pay to the Trustee from time to time such
compensation as the Company and the Trustee shall from time to time agree in
writing for its services. The Trustee's compensation shall not be limited by any
law on compensation of a trustee of an express trust. The Company shall
reimburse the Trustee upon request for all reasonable disbursements, expenses
and advances (including fees, disbursements and expenses of its agents and
counsel) incurred or made by it in addition to the compensation for its services
except any such disbursements, expenses and advances as may be attributable to
the Trustee's negligence or bad faith. Such expenses shall include the
reasonable compensation, disbursements and expenses of the Trustee's agents,
accountants, experts and counsel and any taxes or other expenses incurred by a
trust created pursuant to Section 8.01 hereof.

                  The Company shall indemnify the Trustee, its agents and
officers, for, and hold it harmless against any and all loss, damage, claims,
liability or expense, including taxes (other than franchise taxes imposed on the
Trustee and taxes based upon, measured by or determined by the income of the
Trustee), arising out of or in connection with the acceptance or administration
of the trust or trusts hereunder, including the costs and expenses of defending
itself against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent that
such loss, damage, claim, liability or expense is due to its own negligence or
bad faith. The Trustee shall notify the Company promptly of any claim asserted
against the Trustee for which it may seek indemnity. However, the failure by the
Trustee to so notify the Company shall not relieve the Company of its
obligations hereunder. The Company shall defend the claim and the Trustee shall
cooperate in the defense (and may employ its own counsel) at the Company's
expense; provided, however, that the Company's reimbursement obligation with
respect to counsel employed by the Trustee will be limited to the reasonable
fees and expenses of such counsel.


<PAGE>   58
                                      -53-


                  The Company need not pay for any settlement made without its
written consent, which consent shall not be unreasonably withheld.

                  To secure the Company's payment obligations in this Section
7.07, the Trustee shall have a Lien prior to the Securities against all money or
property held or collected by the Trustee, in its capacity as Trustee, except
money or property held in trust to pay principal of or interest on particular
Securities or the Purchase Price or Redemption Price of any Securities to be
purchased or pursuant to an Offer to Purchase or notice of redemption.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(8) or (9) occurs, the expenses
(including the reasonable fees and expenses of its agents and counsel) and the
compensation for the services shall be preferred over the status of the Holders
in a proceeding under any Bankruptcy Law and are intended to constitute expenses
of administration under any Bankruptcy Law. The Company's obligations under this
Section 7.07 and any claim arising hereunder shall survive the resignation or
removal of any Trustee, the discharge of the Company's obligations pursuant to
Article Eight and any rejection or termination under any Bankruptcy Law, and the
termination of this Indenture.

SECTION 7.08.  Replacement of Trustee.

                  The Trustee may resign at any time by so notifying the Company
in writing. The Holders of a majority in principal amount of the outstanding
Securities may remove the Trustee by so notifying the Trustee and the Company in
writing and may appoint a successor Trustee with the Company's consent. The
Company may remove the Trustee if:

                  (1) the Trustee fails to comply with Section 7.10;

                  (2) the Trustee is adjudged a bankrupt or an insolvent under
any Bankruptcy Law;

                  (3) a custodian or other public officer takes charge of the
Trustee or its property; or

                  (4) the Trustee becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason (the Trustee in such event being referred
to herein as the retiring Trustee), the Company shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the
Holders of a majority in principal amount of the Securities may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. As promptly as
practicable after that, the retiring Trustee shall transfer, after payment of
all sums then owing to the Trustee pursuant to Section 7.07, all property held
by it as Trustee to the successor Trustee, subject to the Lien provided in
Section 7.07, the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have the rights, powers and duties of
the Trustee under this Indenture. A successor Trustee shall mail notice of its
succession to each Securityholder.

                  If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company or the Holders of at least 10% in principal amount of the outstanding
Securities may petition, at the expense of the Company, any court of competent
jurisdiction for the appointment of a successor Trustee.


<PAGE>   59
                                      -54-


                  If the Trustee fails to comply with Section 7.10, any
Securityholder may petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor Trustee.

                  Notwithstanding replacement of the Trustee pursuant to this
Section 7.08, the Company's obligations under Section 7.07 shall continue for
the benefit of the retiring Trustee.

SECTION 7.09. Successor Trustee by Merger, etc.

                  If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation or banking corporation, the resulting, surviving or transferee
corporation or banking corporation without any further act shall be the
successor Trustee.

SECTION 7.10.  Eligibility; Disqualification.

                  This Indenture shall always have a Trustee which shall be
eligible to act as Trustee under TIA Sections 310(a)(1), 310(a)(2) and
310(a)(5). The Trustee shall have a combined capital and surplus of at least
$50,000,000 as set forth in its most recent published annual report of
condition. If the Trustee has or shall acquire any "conflicting interest" within
the meaning of TIA Section 310(b), the Trustee and the Company shall comply with
the provisions of TIA Section 310(b); provided, however, that there shall be
excluded from the operation of TIA Section 310(b)(1) any indenture or indentures
under which other securities or certificates of interest or participation in
other securities of the Company are outstanding if the requirements for such
exclusion set forth in TIA Section 310(b)(1) are met. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section
7.10, the Trustee shall resign immediately in the manner and with the effect
herein before specified in this Article Seven.

SECTION 7.11.  Preferential Collection of Claims Against Company.

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


                                  ARTICLE EIGHT

                             DISCHARGE OF INDENTURE


SECTION 8.01. Termination of Company's Obligations.

                  The Company may terminate its substantive obligations in
respect of the Securities by delivering all outstanding Securities to the
Trustee for cancellation and paying all sums payable by it on account of
principal of, premium, if any, and interest on all Securities or otherwise. In
addition to the foregoing, the Company may terminate its obligation under
Sections 4.04, 4.06, 4.08, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18,
4.19 and 4.20 (and no Default with respect to such Sections under Section
6.01(5) shall thereafter apply), by (i) depositing with the Trustee, under the
terms of an irrevocable trust agreement, cash in Euros, Euro Government
Obligations or a combination thereof sufficient to pay all remaining
indebtedness on the Securities at maturity or upon earlier redemption, (ii)
delivering to the Trustee either an Opinion of Counsel or a ruling directed to
the Trustee from the Internal Revenue Service to the effect that the Holders of
the Securities will not recognize income, gain or loss for federal income tax
purposes as a result of such deposit and termination of


<PAGE>   60
                                      -55-


obligations and (iii) delivering to the Trustee an Officers' Certificate and an
Opinion of Counsel each stating compliance with all conditions precedent
provided for herein. In addition, the Company may, provided that no Default has
occurred and is continuing or would arise therefrom (or, with respect to a
Default specified in Section 6.01(8) or (9), occurs at any time on or prior to
the 91st calendar day after the date of such deposit (it being understood that
this condition shall not be deemed satisfied until after such 91st day)),
terminate all of its substantive obligations in respect of the Securities
(including its obligations to pay the principal of and interest on the
Securities) by (i) depositing with the Trustee, under the terms of an
irrevocable trust agreement, cash in Euros, Euro Government Obligations or a
combination thereof sufficient to pay all remaining indebtedness on the
Securities at maturity or upon earlier redemption, (ii) delivering to the
Trustee either a ruling directed to the Trustee from the Internal Revenue
Service to the effect that the Holders of the Securities will not recognize
income, gain or loss for federal income tax purposes as a result of such deposit
and termination of obligations or an Opinion of Counsel addressed to the Trustee
based upon such a ruling or based on a change in the applicable Federal tax law
since the date of this Indenture to such effect and (iii) delivering to the
Trustee an Officers' Certificate and an Opinion of Counsel each stating
compliance with all conditions precedent provided for herein.

                  Notwithstanding the foregoing paragraph, the Company's
obligations under Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.10, 2.12, 2.13
and 4.01 (but not with respect to termination of substantive obligations
pursuant to the third sentence of the foregoing paragraph), 4.02, 7.07, 7.08,
8.03 and 8.04 shall survive until the Securities are no longer outstanding.
Thereafter the Company's obligations in Sections 7.07, 8.03 and 8.04 shall
survive.

                  After such delivery or irrevocable deposit and delivery of an
Officers' Certificate and Opinion of Counsel, the Trustee upon request shall
acknowledge in writing the discharge of the Company's obligations under the
Securities and this Indenture except for those surviving obligations specified
above.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the Euros, Euro
Government Obligations or a combination thereof deposited pursuant to this
Section 8.01 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 outstanding Securities.

SECTION 8.02. Application of Trust Money.

                  The Trustee shall hold in trust money or Euros, Euro
Government Obligations or a combination thereof deposited with it pursuant to
Section 8.01, and shall apply the deposited money in accordance with this
Indenture solely to the payment of principal of and interest on the Securities.

SECTION 8.03.  Repayment to Company.

                  Subject to Sections 7.07 and 8.01, the Trustee shall promptly
pay to the Company upon written request any excess money held by it at any time.
The Trustee shall pay to the Company upon written request any money held by it
for the payment of principal or interest that remains unclaimed for two years;
provided, however, that the Trustee before being required to make any payment
may at the expense of the Company cause to be published once in a newspaper of
general circulation in The City of New York and in a newspaper of general
circulation in Luxembourg (which is expected to be the Luxemburger Wort) or mail
to each Holder entitled to such money notice that such money remains unclaimed
and that, after a date specified therein which shall be at least 30 days from
the date of such publication or mailing, any unclaimed balance of such money
then remaining shall be repaid to the Company. After payment to the Company,
Securityholders entitled to money must look to the Company for payment as
general creditors unless an applicable abandoned property law designates another
person and all liability of the Trustee or Paying Agents with respect to such
money shall thereupon cease.


<PAGE>   61
                                      -56-


SECTION 8.04.  Reinstatement.

                  If the Trustee is unable to apply any Euros, Euro Government
Obligations or a combination thereof in accordance with Section 8.01 by reason
of any legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company's obligations under this Indenture and the Securities
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.01 until such time as the Trustee is permitted to apply all such
Euros, Euro Government Obligations or a combination thereof in accordance with
Section 8.01; provided, however, that if the Company has made any payment of
interest on or principal of any Securities because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the Euros, Euro Government
Obligations or a combination thereof held by the Trustee.


                                  ARTICLE NINE

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS


SECTION 9.01. Without Consent of Holders.

                  The Company, when authorized by a resolution of its Board of
Directors, and the Trustee may amend or supplement this Indenture or the
Securities without notice to or consent of any Securityholder:

                  (i) to cure any ambiguity, defect or inconsistency; provided,
         however, that such amendment or supplement does not materially
         adversely affect the rights of any Holder;

                  (ii) to effect the assumption by a successor Person of all
         obligations of the Company under the Securities, this Indenture and the
         Registration Rights Agreement in connection with any transaction
         complying with Article Five of this Indenture;

                  (iii) to provide for uncertificated Securities in addition to
         or in place of certificated Securities;

                  (iv) to comply with any requirements of the SEC in order to
         effect or maintain the qualification of this Indenture under the TIA;

                  (v) to make any change that would provide any additional
         benefit or rights to the Holders;

                  (vi) to make any other change that does not materially
         adversely affect the rights of any Holder under this Indenture;

                  (vii) 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

                  (viii) to secure the Securities pursuant to the requirements
         of Section 4.20 or otherwise;

provided, however, that the Company has delivered to the Trustee an Opinion of
Counsel stating that such amendment or supplement complies with the provisions
of this Section 9.01.


<PAGE>   62
                                      -57-


SECTION 9.02. With Consent of Holders.

                  Subject to Section 6.07, the Company, when authorized by a
resolution of its Board of Directors, and the Trustee may amend or supplement
this Indenture or the Securities with the written consent of the Holders of a
majority in aggregate principal amount of the outstanding Securities, including
consents obtained in connection with a tender offer or exchange offer for such
Securities. Subject to Section 6.07, the Holders of a majority in aggregate
principal amount of the outstanding Securities may waive compliance by the
Company with any provision of this Indenture or the Securities. However, without
the consent of the Holder of each Security affected, an amendment, supplement or
waiver, including a waiver pursuant to Section 6.04, may not:

                  (1) change the maturity of the principal of any such Security;

                  (2) alter the optional redemption or repurchase provisions of
         any such Security or this Indenture in a manner adverse to the Holders
         of such Security;

                  (3) reduce the principal amount of any such Security;

                  (4) reduce the rate of or extend the time for payment of
         interest on any such Security;

                  (5) change the place or currency of payment of the principal
         of or interest on any such Security;

                  (6) modify any provisions of Section 6.04 (other than to add
         sections of this Indenture or the Securities subject thereto) or 6.07
         or this Section 9.02 (other than to add sections of this Indenture or
         the Securities which may not be amended, supplemented or waived without
         the consent of each Securityholder affected);

                  (7) reduce the percentage of the principal amount of
         outstanding Securities necessary for amendment to or waiver of
         compliance with any provision of this Indenture or the Securities or
         for waiver of any Default in respect thereof;

                  (8) waive a default in the payment of the principal of or
         interest on or redemption payment with respect to any such Security
         (except a rescission of acceleration of the Securities by the Holders
         as provided in Section 6.02 and a waiver of the payment default that
         resulted from such acceleration);

                  (9) modify the ranking or priority of such Security; or

                  (10) modify the provisions of any covenant (or the related
         definitions in this Indenture) requiring the Company to make any Offer
         to Purchase in a manner materially adverse to the Holders.

                  It shall not be necessary for the consent of the Holders under
this Section 9.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

                  After an amendment, supplement or waiver under this Section
9.02 becomes effective, the Company shall mail to the Holders affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such supplemental indenture.


<PAGE>   63
                                      -58-


SECTION 9.03. Compliance with Trust Indenture Act.

                  Every amendment to or supplement of this Indenture or the
Securities shall comply with the TIA as then in effect.

SECTION 9.04. Revocation and Effect of Consents.

                  Until an amendment or waiver becomes effective, a consent to
it by a Holder is a continuing consent by the Holder and every subsequent Holder
of that Security or portion of that Security that evidences the same debt as the
consenting Holder's Security, even if notation of the consent is not made on any
Security. Subject to the following paragraph, any such Holder or subsequent
Holder may revoke the consent as to such Holder's Security or portion of such
Security by notice to the Trustee or the Company received before the date on
which the Trustee receives an Officers' Certificate certifying that the Holders
of the requisite principal amount of Securities have consented (and not
theretofore revoked such consent) to the amendment, supplement or waiver.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders of Securities entitled to
consent to any amendment, supplement or waiver. If a record date is fixed, then,
notwithstanding the last sentence of the immediately preceding paragraph, those
persons who were Holders of Securities at such record date (or their duly
designated proxies), and only those persons, shall be entitled to consent to
such amendment, supplement or waiver or to revoke any consent previously given,
whether or not such persons continue to be Holders of such Securities after such
record date. No such consent shall be valid or effective for more than 90 days
after such record date.

                  After an amendment, supplement or waiver becomes effective, it
shall bind every Securityholder, unless it makes a change described in any of
clauses (1) through (10) of Section 9.02. In that case the amendment, supplement
or waiver shall bind each Holder of a Security who has consented to it and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security.

SECTION 9.05. Notation on or Exchange of Securities.

                  If an amendment, supplement or waiver changes the terms of a
Security, the Trustee may require the Holder of the Security to deliver it to
the Trustee. The Trustee may place an appropriate notation on the Security about
the changed terms and return it to the Holder. Alternatively, if the Company or
the Trustee so determines, the Company in exchange for the Security shall issue
and the Trustee shall authenticate a new Security that reflects the changed
terms. Failure to make the appropriate notation or issue a new Security shall
not affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.06. Trustee To Sign Amendments, etc.

                  The Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
any amendment, supplement or waiver authorized pursuant to this Article Nine is
authorized or permitted by this Indenture and that such amendment, supplement or
waiver constitutes the legal, valid and binding obligation of the Company,
enforceable in accordance with its terms (subject to customary exceptions). The
Trustee may, but shall not be obligated to, execute any such amendment,
supplement or waiver which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise. In signing any amendment,
supplement or waiver, the Trustee shall be entitled to receive an indemnity
reasonably satisfactory to it.


<PAGE>   64
                                      -59-


                                   ARTICLE TEN

                                  MISCELLANEOUS


SECTION 10.01.  Trust Indenture Act Controls.

                  This Indenture is subject to the provisions of the TIA that
are required to be a part of this Indenture, and shall, to the extent
applicable, be governed by such provisions. If any provision of this Indenture
modifies any TIA provision that may be so modified, such TIA provision shall be
deemed to apply to this Indenture as so modified. If any provision of this
Indenture excludes any TIA provision that may be so excluded, such TIA provision
shall be excluded from this Indenture.

                  The provisions of TIA Sections 310 through 317 that impose
duties on any Person (including the provisions automatically deemed included
unless expressly excluded by this Indenture) are a part of and govern this
Indenture, whether or not physically contained herein.

SECTION 10.02.  Notices.

                  Any notice or communication shall be sufficiently given if in
writing and delivered in person, by facsimile and confirmed by overnight
courier, or mailed by first-class mail addressed as follows:

         if to the Company:

                  Global TeleSystems Europe B.V.
                  World Trade Center
                  Strawinskylaan 425
                  1077 XX Amsterdam, The Netherlands

                  Attention:  Chief Executive Officer

                  Facsimile:  31-20-575-2155
                  Telephone:  31-20-575-2160

         with a copy to:

                  Global TeleSystems Group, Inc.
                  4121 Wilson Boulevard, 8th Floor
                  Arlington, Virginia   22203

                  Attention:  Chief Executive Officer

                  Facsimile:  (703) 236-3100
                  Telephone:  (703) 236-3101

                  and


<PAGE>   65
                                      -60-


                  Shearman & Sterling
                  599 Lexington Avenue
                  New York, New York  10022-6069

                  Attention:  David Beveridge

                  Facsimile:  (44 171) 920-9020
                  Telephone:  (44 171) 920-9005

         if to the Trustee:

                  United States Trust Company of New York
                  114 W. 47th Street
                  New York, NY  10036-1532

                  Attention:  Corporate Trust Administration

                  Facsimile:  (212) 852-1626
                  Telephone:  (212) 852-1000

         if to the Principal Paying Agent:

                  Deutsche Bank AG, London branch
                  Winchester House, 1 Great Winchester Street
                  London, EC2N 2DB
                  England

                  Attention:  Corporate Trust Administration

                  Facsimile:  44 171 207 5164
                  Telephone:  44 171 545 8000

         if to the Luxembourg Paying and Transfer Agents:

                  Banque Internationale a Luxembourg
                  69, route d'Esch
                  L-1470 Luxembourg

                  Facsimile:  (352) 4590-4227
                  Telephone:  (352) 4590-3550

                  Bankers Trust Luxembourg S.A.
                  14 Boulevard F.D. Roosevelt
                  L-2450 Luxembourg

                  Facsimile:  00 352 473 136
                  Telephone:  00 352 460 241

                  The Company or the Trustee by notice to the other may
designate additional or different addresses for subsequent notices or
communications.


<PAGE>   66
                                      -61-


                  Any notice or communication mailed, first-class, postage
prepaid, to a Holder including any notice delivered in connection with TIA
Section 310(b), TIA Section 313(c), TIA Section 314(a) and TIA Section 315(b),
shall be mailed to him at his address as set forth on the Security Register and
shall be sufficiently given to him if so mailed within the time prescribed. To
the extent required by the TIA, any notice or communication shall also be mailed
to any Person described in TIA Section 313(c).

                  Failure to mail a notice or communication to a Securityholder
or any defect in it shall not affect its sufficiency with respect to other
Securityholders. Except for a notice to the Trustee, which is deemed given only
when received, if a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.

SECTION 10.03. Communications by Holders with Other Holders.

                  Securityholders may communicate pursuant to TIA Section 312(b)
with other Securityholders with respect to their rights under this Indenture or
the Securities. The Company, the Trustee, the Registrar and any other person
shall have the protection of TIA Section 312(c).

SECTION 10.04. Certificate and Opinion as to Conditions Precedent.

                  Upon any request or application by the Company to the Trustee
to take or refrain from taking any action under this Indenture, the Company
shall furnish to the Trustee at the request of the Trustee:

                  (1) an Officers' Certificate in form and substance
         satisfactory to the Trustee stating that, in the opinion of the
         signers, all conditions precedent, if any, provided for in this
         Indenture relating to the proposed action have been complied with; and

                  (2) an Opinion of Counsel in form and substance satisfactory
         to the Trustee stating that, in the opinion of such counsel, all such
         conditions precedent have been complied with.

SECTION 10.05. Statements Required in Certificate or Opinion.

                  Each certificate (other than the certificates provided
pursuant to Section 4.07) or opinion with respect to compliance with a condition
or covenant provided for in this Indenture shall include:

                  (1) a statement that the person making such certificate or
         opinion has read such covenant or condition;

                  (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 such person, he has
         made such examination or investigation as is necessary to enable him to
         express an informed opinion as to whether such covenant or condition
         has been complied with; and

                  (4) a statement as to whether, in the opinion of such person,
         such condition or covenant has been complied with; provided, however,
         that with respect to matters of fact an Opinion of Counsel may rely on
         an Officers' Certificate or certificates of public officials.


<PAGE>   67
                                      -62-


SECTION 10.06.  Rules by Trustee, Paying Agent, Registrar.

                  The Trustee may make reasonable rules for action by or at a
meeting of Securityholders. The Paying Agents or Registrar may make reasonable
rules for their functions.

SECTION 10.07.  Governing Law.

                  The laws of the State of New York shall govern this Indenture
and the Securities without regard to principles of conflicts of law. Under the
Judiciary Law of the State of New York, a judgment or decree in an action based
upon an obligation denominated in a currency other than U.S. dollars will be
rendered in the foreign currency of the underlying obligation and converted into
U.S. dollars at a rate of exchange prevailing on the date of entry of the
judgment or decree.

SECTION 10.08. No Recourse Against Others.

                  A director, officer, employee, incorporator or stockholder of
the Company or any of its Affiliates, as such, shall not have any liability for
any obligations of the Company or any of its Affiliates under the Securities or
this Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder by accepting a Security waives and
releases all such liability. The waiver and release are part of the
consideration for issuance of the Securities.

SECTION 10.09.  Successors.

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

SECTION 10.10.  Counterpart Originals.

                  The parties may sign any number of copies of this Indenture.
Each signed copy shall be an original, but all of them together represent the
same agreement.

SECTION 10.11.  Severability.

                  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, and a Holder shall have no claim therefor against any party
hereto.

SECTION 10.12.  No Adverse Interpretation of Other Agreements.

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

SECTION 10.13.  Legal Holidays.

                  If a payment date is a not a Business Day at a place of
payment, payment may be made at that place on the next succeeding Business Day,
and no interest shall accrue for the intervening period.

SECTION 10.14. Agent for Service; Submission to Jurisdiction; Waiver of
               Immunities.


<PAGE>   68
                                      -63-


                  By the execution and delivery of this Indenture, the Company
(i) acknowledges that it has, by separate written instruments, designated and
appointed CT Corporation System, 1633 Broadway, New York, NY 10019 ("CT
Corporation System") (and any successor entity), as its authorized agent upon
which process may be served in any suit or proceeding arising out of or relating
to this Indenture that may be instituted in any federal or state court in the
Borough of Manhattan, City of New York, State of New York or brought under
federal or state securities laws, and represent and warrant that CT Corporation
System has accepted such designation, (ii) submit to the jurisdiction of any
such court in any such suit or proceeding and (iii) agree that service of
process upon CT Corporation System and written notice of said service to the
Company, in accordance with Section 10.02 shall be deemed in every respect
effective service of process upon the Company in any such suit or proceeding.
The Company further agrees to take any and all action, including the execution
and filing of any and all such documents and instruments, as may be necessary to
continue such designation and appointment of CT Corporation System in full force
and effect for as long as any of the Securities remain outstanding (subject to
the limitation set forth in clause (i)); provided, however, that the Company
may, and to the extent CT Corporation System ceases to be able to be served on
the basis contemplated herein shall, by written notice to the Trustee, designate
such additional or alternative agent for service of process under this Section
10.14 that (i) maintains an office located in the Borough of Manhattan, City of
New York, State of New York, and (ii) is either (x) United States counsel for
the Company or (y) a corporate service company which acts as agent for service
of process for other persons in the ordinary course of its business. Such
written notice shall identify the name of such agent for service of process and
the address of the office of such agent for service of process in the Borough of
Manhattan, City of New York, State of New York.

                  To the extent that the Company has or hereafter may acquire
any immunity from jurisdiction of any court of (i) any jurisdiction in which the
Company owns or leases property or assets, (ii) the United States or the State
of New York or (iii) the Netherlands or from any legal process (whether through
service of notice, attachment prior to judgment, attachment in aid of execution,
execution or otherwise) with respect to itself or its property and assets or
this Agreement or any of the Notes or actions to enforce judgments in respect of
any thereof, the Company hereby irrevocably waives such immunity in respect of
its obligations under the above-referenced documents, to the extent permitted by
law.

SECTION 10.15.  Judgment Currency.

                  The Company hereby agrees to indemnify the Trustee, its
directors, its officers and each person, if any, who controls the Trustee within
the meaning of Section 15 of the Act or Section 20 of the Exchange Act against
any loss incurred by such person as a result of any judgment or order being
given or made against the Company for any U.S. dollar amount due under this
Agreement and such judgment or order being expressed and paid in a currency (the
"Judgment Currency") other than United States dollars and as a result of any
variation as between (i) the rate of exchange at which the United States dollar
amount is converted into the Judgment Currency for the purpose of such judgment
or order and (ii) the spot rate of exchange in The City of New York at which
such party on the date of payment of such judgment or order is able to purchase
United States dollars with the amount of the Judgment Currency actually received
by such party. The foregoing indemnity shall continue in full force and effect
notwithstanding any such judgment or order as aforesaid. The term "spot rate of
exchange" shall include any premiums and costs of exchange payable in connection
with the purchase of, or conversion into, United States dollars.

SECTION 10.16.  Unclaimed Funds.

                  If funds for the payment of principal or interest remain
unclaimed for two years, the Trustee and the Paying Agents will repay the funds
to the Company at its written request. After that, all liability of the Trustee
and such Paying Agent with respect to such funds shall cease.


<PAGE>   69
                                      -64-


                            [Signature Page Follows]


<PAGE>   70

                                       S-1

                                   SIGNATURES


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

                                      GLOBAL TELESYSTEMS EUROPE B.V.




                                      By:   /s/ JIM REYNOLDS
                                         -------------------------------------
                                         Name:  Jim Reynolds
                                         Title: Managing Director


                                      UNITED STATES TRUST COMPANY OF NEW YORK,
                                         as Trustee




                                      By:   /s/ SIROJNI DINDIAL
                                         -------------------------------------
                                         Name:  Sirojni Dindial
                                         Title: Assistant Vice President


<PAGE>   71


                                                                       EXHIBIT A


                           [FORM OF SERIES A SECURITY]


                  "THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER
         THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
         AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
         TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
         BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING
         SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN,
         THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
         BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"),
         (B) IT IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE
         WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN
         INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2),
         (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AN "IAI") (2)
         AGREES THAT IT WILL NOT, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT
         (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE
         SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR
         FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF
         RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF
         RULE 904 OF THE SECURITIES ACT, (D) IN A TRANSACTION MEETING THE
         REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (E) TO AN IAI THAT,
         PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER
         CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
         TRANSFER OF THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM THE
         TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL
         AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO
         THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES
         ACT, (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
         REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF
         COUNSEL ACCEPTABLE TO THE COMPANY) OR (G) PURSUANT TO AN EFFECTIVE
         REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE
         APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
         OTHER APPLICABLE JURISDICTION AND (3) AGREES THAT IT WILL DELIVER TO
         EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A
         NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE
         TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE THE MEANINGS
         GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE
         INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO
         REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING.

                  NOTES MAY NOT BE OFFERED IN THE NETHERLANDS OR ELSEWHERE AS
         PART OF THEIR INITIAL DISTRIBUTION, TO THE ACCOUNT


                                      A-1
<PAGE>   72


         OF ANY PERSON OR ENTITY OTHER THAN TO PERSONS OR ENTITIES WHO OR WHICH
         TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF A PROFESSION OR
         BUSINESS WITHIN THE MEANING OF THE SECURITIES TRANSACTIONS SUPERVISION
         ACT 1995 (WET TOEZICHT EFFECTENVERKEER 1995) AND ITS IMPLEMENTING
         REGULATIONS (WHICH INCLUDES BANKS, INVESTMENT BANKS, BROKERS, DEALERS,
         PENSION FUNDS, INSURANCE COMPANIES, SECURITIES FIRMS, INVESTMENT
         INSTITUTIONS, OTHER INSTITUTIONAL INVESTORS, AND OTHER PARTIES
         INCLUDING INTER ALIA TREASURIES AND FINANCE COMPANIES OF LARGE
         ENTERPRISES WHICH REGULARLY, AS AN ANCILLARY ACTIVITY, TRADE OR INVEST
         IN SECURITIES.


                                      A-2
<PAGE>   73


                         GLOBAL TELESYSTEMS EUROPE B.V.
                          10 1/2% Senior Note due 2006

                                                                     Common No.:
No.                                                                     Euro

                  GLOBAL TELESYSTEMS EUROPE B.V., a Netherlands limited company
(the "Company", which term includes any successor corporation), for value
received promises to pay to _______________ or registered assigns, the principal
sum of _____________ Euro, on December 1, 2006.

                  Interest Payment Dates: June 1 and December 1, commencing June
1, 2000.

                  Interest Record Dates: May 15 and November 15.

                  Reference is made to the further provisions of this Security
contained herein, which will for all purposes have the same effect as if set
forth at this place.


                                      A-3
<PAGE>   74


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

                                      GLOBAL TELESYSTEMS EUROPE B.V.


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



                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

                  This is one of the 10 1/2% Senior Notes due 2006, described in
the within-mentioned Indenture.




Dated:  November 24, 1999
                                      UNITED STATES TRUST COMPANY OF NEW YORK,
                                        as Trustee


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


                                      A-4
<PAGE>   75


                              (REVERSE OF SECURITY)

                         GLOBAL TELESYSTEMS EUROPE B.V.


                          10 1/2% Senior Note due 2006


1.       Interest.

                  GLOBAL TELESYSTEMS EUROPE B.V., a Netherlands limited company
(the "Company"), promises to pay interest on the principal amount of this
Security at the rate per annum shown above. Cash interest on the Securities will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from November 24, 1999. The Company will pay interest
semi-annually in arrears on each Interest Payment Date, commencing June 1, 2000.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.

                  The Company shall pay interest on overdue principal from time
to time on demand at the rate borne by the Securities and on overdue
installments of interest (without regard to any applicable grace periods) at the
rate borne by the Securities to the extent lawful.

2.       Method of Payment.

                  The Company shall pay interest on the Securities (except
defaulted interest) to the persons who are the registered Holders at the close
of business on the Interest Record Date immediately preceding the Interest
Payment Date even if the Securities are cancelled on registration of transfer or
registration of exchange after such Interest Record Date. Payments of principal,
premium, if any, and interest will be made (in the case of payments of
principal, on presentation of such Securities if in certificated form) by credit
or transfer to a Euro account maintained by the Holder in the place of payment
specified by the Holder. Holders of Securities who receive payment in any
currency other than the Euro must make arrangements at their own expense. The
Company shall deliver any such interest, principal or other payment to the
principal Paying Agent no later than 12:00 noon London time on the Business Day
prior to the date such payment is due.

3.       Paying Agent and Registrar.

                  Initially, Deutsche Bank AG, London branch will act as Paying
Agent, the Trustee (as defined below) will act as Paying Agent in New York City,
Banque Internationale a Luxembourg S.A. will act as Paying Agent in Luxembourg
and Bankers Trust Luxembourg S.A. will act as Paying Agent in Luxembourg and
Registrar. The Company may change any Paying Agent or Registrar without notice
to the Holders. The Company or any of its Subsidiaries may, subject to certain
exceptions, act as Registrar.

4.       Indenture.

                  The Company issued the Securities under an Indenture, dated as
of November 24, 1999 (the "Indenture"), between the Company and United States
Trust Company of New York, as trustee (the "Trustee"). Capitalized terms herein
are used as defined in the Indenture unless otherwise defined herein. The terms
of the Securities include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture
until such time as the Indenture is qualified under the TIA, and thereafter as
in effect on the date on which the Indenture is qualified under the TIA.
Notwithstanding anything to the contrary herein, the Securities are subject to
all such terms, and holders of Securities are referred to the Indenture and the
TIA for a statement of them. This is one of the Series A Securities referred to
in the Indenture. The Series A Securities and the Series B Securities


                                      A-5
<PAGE>   76


referred to in the Indenture are general obligations of the Company limited in
aggregate principal amount to Euro 225,000,000.

5.       Optional Redemption.

                  The Company may, at its option, redeem all (but not less than
all) of the Securities then outstanding at 100% of the principal amount thereof,
plus accrued and unpaid interest, if any, to the date of redemption, if the
Company has become or would become obligated to pay, on the next date on which
any amount would be payable with respect to the Securities, any Additional
Amounts as a result of change in law (including any regulations promulgated
thereunder) or in the interpretation or administration thereof, if such change
is announced and becomes effective on or after the Issue Date. Notice of any
such redemption must be given within 60 days of the earlier of the announcement
and the effectiveness of any such change.

6.       Notice of Redemption.

                  Notice of redemption will be mailed by first-class mail at
least 30 days but not more than 60 days before the Redemption Date to each
Holder of Securities to be redeemed at its registered address. The Company shall
cause a copy of such notice to be published in a daily newspaper with general
circulation in Luxembourg (which is expected to be the Luxembourger Wort). On
and after the Redemption Date, interest will cease to accrue on the Securities
so long as the Company has deposited with the applicable Paying Agent for the
Securities funds in satisfaction of the Redemption Price pursuant to the
Indenture.

7.       Change of Control Offer.

                  Following the occurrence of a Change of Control, the Company
will be required to notify the Holders of such occurrence in the manner
prescribed by the Indentures and shall, within 30 days after the occurrence of
the Change of Control, make an offer to purchase all outstanding Securities at a
purchase price in cash equal to 101% of the aggregate principal amount thereof,
plus accrued and unpaid interest thereon, if any, to the Purchase Date. The
Company will cause a copy of such notice to be published in a daily newspaper
with general circulation in Luxembourg (which is expected to the Luxemburger
Wort).

8.       Limitation on Disposition of Assets.

                  Upon the occurrence of certain Asset Sales, the Company is,
subject to certain conditions, obligated to make an offer to purchase Securities
at a purchase price in cash equal to 100% of the aggregate principal amount
thereof, plus accrued and unpaid interest thereon, if any, to the Purchase Date.

9.       Denominations; Transfer; Exchange.

                  The Securities are in registered form, without coupons, in
denominations of Euro 1,000 and integral multiples of Euro 1,000. A Holder shall
register the transfer of or exchange Securities in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay certain transfer
taxes or similar governmental charges payable in connection therewith as
permitted by the Indenture. The Registrar need not register the transfer of or
exchange any Securities or portions thereof selected for redemption, except the
unredeemed portion of any security being redeemed in part.

10.      Persons Deemed Owners.

                  The registered Holder of a Security shall be treated as the
owner of it for all purposes.


                                      A-6
<PAGE>   77


11.      Unclaimed Funds.

                  If funds for the payment of principal or interest remain
unclaimed for two years, the Trustee and the Paying Agents will repay the funds
to the Company at its written request. After that, all liability of the Trustee
and such Paying Agent with respect to such funds shall cease.

12.      Legal Defeasance and Covenant Defeasance.

                  The Company may be discharged from its obligations under the
Indenture and the Securities except for certain provisions thereof, and may be
discharged from obligations to comply with certain covenants contained in the
Indenture and the Securities, in each case upon satisfaction of certain
conditions specified in the Indenture.

13.      Amendment; Supplement; Waiver.

                  Subject to certain exceptions, the Indenture and the
Securities may be amended or supplemented with the written consent of the
Holders of at least a majority in aggregate principal amount of the Securities
then outstanding, and any existing Default or compliance with any provision may
be waived with the consent of the Holders of a majority in aggregate principal
amount of the Securities then outstanding. Without notice to or consent of any
Holder, the parties thereto may amend or supplement the Indenture and the
Securities to, among other things, cure any ambiguity, defect or inconsistency,
provide for uncertificated Securities in addition to or in place of certificated
Securities, effect the assumption by a successor person of all obligations of
the Company under the Securities, the Indenture and the Registration Rights
Agreement in connection with any transaction complying with Article Five of the
Indenture or comply with any requirements of the SEC in connection with the
qualification of the Indenture under the TIA, or make any other change that does
not materially adversely affect the rights of any Holder of a Security.

14.      Restrictive Covenants.

                  The Indenture contains certain covenants that, among other
things, limit the ability of the Company and the Restricted Subsidiaries to make
restricted payments, to incur indebtedness, to create liens, to sell assets, to
permit restrictions on dividends and other payments to become applicable to
Restricted Subsidiaries, to consolidate, merge or sell all or substantially all
of its assets, to engage in transactions with affiliates or certain other
related persons. The limitations are subject to a number of important
qualifications and exceptions. The Company must annually report to the Trustee
on compliance with such limitations.

15.      Defaults and Remedies.

                  If an Event of Default (other than certain events of
bankruptcy, insolvency or reorganization affecting the Company) occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of Securities then outstanding by notice in writing to the Company may
declare all the Securities to be due and payable immediately in the manner and
with the effect provided in the Indenture. If certain events of bankruptcy,
insolvency or reorganization affecting the Company occur under the Indenture,
the Securities will ipso facto become immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder of Securities.
Holders of Securities may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee is not obligated to enforce the Indenture
or the Securities unless it has received indemnity reasonably satisfactory to
it. The Indenture permits, subject to certain limitations therein provided,
Holders of a majority in aggregate principal amount of the Securities then
outstanding to direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Holders of Securities notice of certain continuing
Defaults if it determines that withholding notice is in their interest.


                                      A-7
<PAGE>   78


16.      Trustee Dealings with Company.

                  The Trustee under the Indenture, in its individual or any
other capacity, may become the owner or pledgee of Securities and may otherwise
deal with the Company, its Subsidiaries or their respective Affiliates as if it
were not the Trustee.

17.      No Recourse Against Others.

                  No stockholder, director, officer, employee or incorporator,
as such, of the Company or any of its Affiliates shall have any liability for
any obligation of the Company or any of its Affiliates under the Securities or
the Indenture or for any claim based on, in respect of or by reason of, such
obligations or their creation. Each Holder of a Security by accepting a Security
waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Securities.

18.      Authentication.

                  This Security shall not be valid until the Trustee or
authenticating agent signs the certificate of authentication on this Security.

19.      Abbreviations and Defined Terms.

                  Customary abbreviations may be used in the name of a Holder of
a Security 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).

20.      Common Numbers.

                  The Company has caused common numbers to be printed on the
Securities as a convenience to the Holders of the Securities. No representation
is made as to the accuracy of such numbers as printed on the Securities and
reliance may be placed only on the other identification numbers printed hereon.

21.      Governing Law.

                  The laws of the State of New York shall govern the Indenture
and this Security without regard to principles of conflicts of laws.


                                      A-8
<PAGE>   79


                                 ASSIGNMENT FORM


I or we assign and transfer this Security to

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

--------------------------------------------------------------------------------
(Print or type name, address and zip code of assignee or transferee)

--------------------------------------------------------------------------------
(Insert Social Security or other identifying number of assignee or transferee)

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


Dated:                             Signed:
      ---------------                     --------------------------------------
                                          (Signed exactly as name appears
                                          on the other side of this Security)

Signature Guarantee:
                     -----------------------------------------------------------
                     Participant in a recognized Signature Guarantee
                     Medallion Program (or other signature guarantor
                     program reasonably acceptable to the Trustee)


<PAGE>   80


                       OPTION OF HOLDER TO ELECT PURCHASE


                  If you want to elect to have this Security purchased by the
Company pursuant to Section 4.10 or Section 4.16 of the Indenture, check the
appropriate box:

Section 4.10 [  ]
Section 4.16 [  ]

                  If you want to elect to have only part of this Security
purchased by the Company pursuant to Section 4.10 or Section 4.16 of the
Indenture, state the amount: Euro
                                  -------------

Dated:                        Your Signature:
      ------------------                     -----------------------------------
                                             (Signed exactly as name appears
                                             on the other side of this Security)

Signature Guarantee:
                     -----------------------------------------------------------
                     Participant in a recognized Signature Guarantee
                     Medallion Program (or other signature guarantor
                     program reasonably acceptable to the Trustee)


<PAGE>   81


                                                                       EXHIBIT B


                           (FORM OF SERIES B SECURITY)

                         GLOBAL TELESYSTEMS EUROPE B.V.

                     10 1/2% Senior Note due 2006, Series B

                                                                     Common No.:
No.                                                                     Euro


                  GLOBAL TELESYSTEMS EUROPE B.V., a Netherlands limited company
(the "Company"), which term includes any successor corporation), for value
received promises to pay to            or registered assigns, the principal sum
of            Euro, on December 1, 2006.

                  Interest Payment Dates: June 1 and December 1, commencing June
1, 2000.

                  Interest Record Dates: May 15 and November 15.

                  Reference is made to the further provisions of this Security
contained herein, which will for all purposes have the same effect as if set
forth at this place.


                                      B-1
<PAGE>   82


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

                                        GLOBAL TELESYSTEMS EUROPE B.V.


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




                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

                  This is one of the 10 1/2% Senior Notes due 2006, Series B,
described in the within-mentioned Indenture.




Dated:  November 24, 1999
                                        UNITED STATES TRUST COMPANY OF NEW
                                          YORK,
                                         as Trustee


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


                                      B-2
<PAGE>   83


                              (REVERSE OF SECURITY)

                         GLOBAL TELESYSTEMS EUROPE B.V.


                     10 1/2% Senior Note due 2006, Series B


1.       Interest.

                  GLOBAL TELESYSTEMS EUROPE B.V., a Netherlands limited company
(the "Company"), promises to pay interest on the principal amount of this
Security at the rate per annum shown above. Cash interest on the Securities will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from November 24, 1999. The Company will pay interest
semi-annually in arrears on each Interest Payment Date, commencing June 1, 2000.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.

                  The Company shall pay interest on overdue principal from time
to time on demand at the rate borne by the Securities and on overdue
installments of interest (without regard to any applicable grace periods) at the
rate borne by the Securities to the extent lawful.

2.       Method of Payment.

                  The Company shall pay interest on the Securities (except
defaulted interest) to the persons who are the registered Holders at the close
of business on the Interest Record Date immediately preceding the Interest
Payment Date even if the Securities are cancelled on registration of transfer or
registration of exchange after such Interest Record Date. Payments of principal,
premium, if any, and interest will be made (in the case of payments of
principal, on presentation of such Securities if in certificated form) by credit
or transfer to a Euro account maintained by the Holder in the place of payment
specified by the Holder. Holders of Securities who receive payment in any
currency other than the Euro must make arrangements at their own expense. The
Company shall deliver any such interest, principal or other payment to the
principal Paying Agent no later than 12:00 noon London time on the Business Day
prior to the date such payment is due.

3.       Paying Agent and Registrar.

                  Initially, Deutsche Bank AG, London branch will act as Paying
Agent, the Trustee (as defined below) will act as Paying Agent in New York City,
Banque Internationale a Luxembourg S.A. will act as Paying Agent in Luxembourg
and Bankers Trust Luxembourg S.A. will act as Paying Agent in Luxembourg and
Registrar. The Company may change any Paying Agent or Registrar without notice
to the Holders. The Company or any of its Subsidiaries may, subject to certain
exceptions, act as Registrar.

4.       Indenture.

                  The Company issued the Securities under an Indenture, dated as
of November 24, 1999 (the "Indenture"), among the Company and United States
Trust Company of New York, as trustee (the "Trustee"). Capitalized terms herein
are used as defined in the Indenture unless otherwise defined herein. The terms
of the Securities include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture
until such time as the Indenture is qualified under the TIA, and thereafter as
in effect on the date on which the Indenture is qualified under the TIA.
Notwithstanding anything to the contrary herein, the Securities are subject to
all such terms, and holders of Securities are referred to the Indenture and the
TIA for a statement of them. This is one of the Series B Securities referred to
in the Indenture. The Series A Securities and the Series B Securities


                                      B-3
<PAGE>   84


referred to in the Indenture are general obligations of the Company limited in
aggregate principal amount to Euro 225,000,000.

5.       Optional Redemption.

                  The Company may, at its option, redeem all (but not less than
all) of the Securities then outstanding at 100% of the principal amount thereof,
plus accrued and unpaid interest, if any, to the date of redemption, if the
Company has become or would become obligated to pay, on the next date on which
any amount would be payable with respect to the Securities, any Additional
Amounts as a result of change in law (including any regulations promulgated
thereunder) or in the interpretation or administration thereof, if such change
is announced and becomes effective on or after the Issue Date. Notice of any
such redemption must be given within 60 days of the earlier of the announcement
and the effectiveness of any such change.

6.       Notice of Redemption.

                  Notice of redemption will be mailed by first-class mail at
least 30 days but not more than 60 days before the Redemption Date to each
Holder of Securities to be redeemed at its registered address. The Company shall
cause a copy of such notice to be published in a daily newspaper with general
circulation in Luxembourg (which is expected to be the Luxembourger Wort). On
and after the Redemption Date, interest will cease to accrue on the Securities
so long as the Company has deposited with the applicable Paying Agent for the
Securities funds in satisfaction of the Redemption Price pursuant to the
Indenture.

7.       Change of Control Offer.

                  Following the occurrence of a Change of Control, the Company
will be required to notify the Holders of such occurrence in the manner
prescribed by the Indentures and shall, within 30 days after the occurrence of
the Change of Control, make an offer to purchase all outstanding Securities at a
purchase price in cash equal to 101% of the aggregate principal amount thereof,
plus accrued and unpaid interest thereon, if any, to the Purchase Date. The
Company will cause a copy of such notice to be published in a daily newspaper
with general circulation in Luxembourg (which is expected to the Luxemburger
Wort).

8.       Limitation on Disposition of Assets.

                  Upon the occurrence of certain Asset Sales, the Company is,
subject to certain conditions, obligated to make an offer to purchase Securities
at a purchase price in cash equal to 100% of the aggregate principal amount
thereof, plus accrued and unpaid interest thereon, if any, to the Purchase Date.

9.       Denominations; Transfer; Exchange.

                  The Securities are in registered form, without coupons, in
denominations of Euro 1,000 and integral multiples of Euro 1,000. A Holder shall
register the transfer of or exchange Securities in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay certain transfer
taxes or similar governmental charges payable in connection therewith as
permitted by the Indenture. The Registrar need not register the transfer of or
exchange any Securities or portions thereof selected for redemption, except the
unredeemed portion of any security being redeemed in part.

10.      Persons Deemed Owners.

                  The registered Holder of a Security shall be treated as the
owner of it for all purposes.


                                      B-4
<PAGE>   85


11.      Unclaimed Funds.

                  If funds for the payment of principal or interest remain
unclaimed for two years, the Trustee and the Paying Agents will repay the funds
to the Company at its written request. After that, all liability of the Trustee
and such Paying Agent with respect to such funds shall cease.

12.      Legal Defeasance and Covenant Defeasance.

                  The Company may be discharged from its obligations under the
Indenture and the Securities except for certain provisions thereof, and may be
discharged from obligations to comply with certain covenants contained in the
Indenture and the Securities, in each case upon satisfaction of certain
conditions specified in the Indenture.

13.      Amendment; Supplement; Waiver.

                  Subject to certain exceptions, the Indenture and the
Securities may be amended or supplemented with the written consent of the
Holders of at least a majority in aggregate principal amount of the Securities
then outstanding, and any existing Default or compliance with any provision may
be waived with the consent of the Holders of a majority in aggregate principal
amount of the Securities then outstanding. Without notice to or consent of any
Holder, the parties thereto may amend or supplement the Indenture and the
Securities to, among other things, cure any ambiguity, defect or inconsistency,
provide for uncertificated Securities in addition to or in place of certificated
Securities, effect the assumption by a successor person of all obligations of
the Company under the Securities, the Indenture and the Registration Rights
Agreement in connection with any transaction complying with Article Five of the
Indenture or comply with any requirements of the SEC in connection with the
qualification of the Indenture under the TIA, or make any other change that does
not materially adversely affect the rights of any Holder of a Security.

14.      Restrictive Covenants.

                  The Indenture contains certain covenants that, among other
things, limit the ability of the Company and the Restricted Subsidiaries to make
restricted payments, to incur indebtedness, to create liens, to sell assets, to
permit restrictions on dividends and other payments to become applicable to
Restricted Subsidiaries, to consolidate, merge or sell all or substantially all
of its assets, to engage in transactions with affiliates or certain other
related persons. The limitations are subject to a number of important
qualifications and exceptions. The Company must annually report to the Trustee
on compliance with such limitations.

15.      Defaults and Remedies.

                  If an Event of Default (other than certain events of
bankruptcy, insolvency or reorganization affecting the Company) occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of Securities then outstanding by notice in writing to the Company may
declare all the Securities to be due and payable immediately in the manner and
with the effect provided in the Indenture. If certain events of bankruptcy,
insolvency or reorganization affecting the Company occur under the Indenture,
the Securities will ipso facto become immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder of Securities.
Holders of Securities may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee is not obligated to enforce the Indenture
or the Securities unless it has received indemnity reasonably satisfactory to
it. The Indenture permits, subject to certain limitations therein provided,
Holders of a majority in aggregate principal amount of the Securities then
outstanding to direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Holders of Securities notice of certain continuing
Defaults if it determines that withholding notice is in their interest.


                                      B-5
<PAGE>   86


16.      Trustee Dealings with Company.

                  The Trustee under the Indenture, in its individual or any
other capacity, may become the owner or pledgee of Securities and may otherwise
deal with the Company, its Subsidiaries or their respective Affiliates as if it
were not the Trustee.

17.      No Recourse Against Others.

                  No stockholder, director, officer, employee or incorporator,
as such, of the Company or any of its Affiliates shall have any liability for
any obligation of the Company or any of its Affiliates under the Securities or
the Indenture or for any claim based on, in respect of or by reason of, such
obligations or their creation. Each Holder of a Security by accepting a Security
waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Securities.

18.      Authentication.

                  This Security shall not be valid until the Trustee or
authenticating agent signs the certificate of authentication on this Security.

19.      Abbreviations and Defined Terms.

                  Customary abbreviations may be used in the name of a Holder of
a Security 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).

20.      Common Numbers.

                  The Company has caused common numbers to be printed on the
Securities as a convenience to the Holders of the Securities. No representation
is made as to the accuracy of such numbers as printed on the Securities and
reliance may be placed only on the other identification numbers printed hereon.

21.      Governing Law.

                  The laws of the State of New York shall govern the Indenture
and this Security without regard to principles of conflicts of laws.


                                      B-6
<PAGE>   87


                                 ASSIGNMENT FORM


I or we assign and transfer this Security to

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

--------------------------------------------------------------------------------
(Print or type name, address and zip code of assignee or transferee)

--------------------------------------------------------------------------------
(Insert Social Security or other identifying number of assignee or transferee)

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


Dated:                             Signed:
      ---------------                     --------------------------------------
                                          (Signed exactly as name appears
                                          on the other side of this Security)

Signature Guarantee:
                     -----------------------------------------------------------
                     Participant in a recognized Signature Guarantee
                     Medallion Program (or other signature guarantor
                     program reasonably acceptable to the Trustee)


<PAGE>   88



                       OPTION OF HOLDER TO ELECT PURCHASE


                  If you want to elect to have this Security purchased by the
Company pursuant to Section 4.10 or Section 4.16 of the Indenture, check the
appropriate box:

Section 4.10 [   ]
Section 4.16 [   ]

                  If you want to elect to have only part of this Security
purchased by the Company pursuant to Section 4.10 or Section 4.16 of the
Indenture, state the amount: Euro _____________

Dated:                             Signed:
      ---------------                     --------------------------------------
                                          (Signed exactly as name appears
                                          on the other side of this Security)

Signature Guarantee:
                     -----------------------------------------------------------
                     Participant in a recognized Signature Guarantee
                     Medallion Program (or other signature guarantor
                     program reasonably acceptable to the Trustee)


<PAGE>   89


                                                                       EXHIBIT C


                      FORM OF LEGEND FOR GLOBAL SECURITIES

                  Any Global Security authenticated and delivered hereunder
shall bear a legend (which would be in addition to any other legends required in
the case of a Restricted Security) in substantially the following form:

                  THIS SECURITY IS HELD BY THE DEPOSITORY (AS DEFINED IN THE
         INDENTURE GOVERNING THIS SECURITY) IN CUSTODY FOR THE BENEFIT OF THE
         BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER
         ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS
         HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE,
         (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART
         PURSUANT TO SECTION 2.06 OF THE INDENTURE, (III) THIS GLOBAL SECURITY
         MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
         2.11 OF THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED
         TO A SUCCESSOR DEPOSITORY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER.


                                      C-1
<PAGE>   90


                                                                       EXHIBIT D

                    CERTIFICATE TO BE DELIVERED UPON EXCHANGE
                    OR REGISTRATION OF TRANSFER OF SECURITIES

United States Trust Company of New York
114 W. 47th Street
New York, New York  10036-1532

Attention:  Corporate Trust Administration

         Re:      10 1/2% Senior Notes due 2006
                  (the "Securities"), of Global TeleSystems Europe B.V.

                  This Certificate relates to Euro _______ principal amount of
Securities held in the form of* ___ a beneficial interest in a Global Security
or* _______ Physical Securities by ___________ (the "Transferor").

The Transferor:*

         [ ] has requested by written order that the Registrar deliver in
exchange for its beneficial interest in the Global Security held by the
Depositary a Physical Security or Physical Securities in definitive, registered
form of authorized denominations and an aggregate number equal to its beneficial
interest in such Global Security (or the portion thereof indicated above); or

         [ ] has requested that the Registrar by written order to exchange or
register the transfer of a Physical Security or Physical Securities.

             In connection with such request and in respect of each such
Security, the Transferor does hereby certify that the Transferor is familiar
with the Indenture relating to the above captioned Securities and the
restrictions on transfers thereof as provided in Section 2.06 of such Indenture,
and that the transfer of the Securities does not require registration under the
Securities Act of 1933, as amended (the "Act"), because*:

         [ ] Such Security is being acquired for the Transferor's own account,
without transfer (in satisfaction of Section 2.06 of the Indenture).

         [ ] Such Security is being transferred to a "qualified institutional
buyer" (as defined in Rule 144A under the Act), in reliance on Rule 144A.

         [ ] Such Security is being transferred to an institutional "accredited
investor" (within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule
501 under the Act) which delivers a certificate to the Trustee in the form of
Exhibit E to the Indenture. An opinion of counsel to the effect that such
transfer does not require registration under the Securities Act accompanies this
certification.

         [ ] Such Security is being transferred in reliance on Regulation S
under the Act. An opinion of counsel to the effect that such transfer does not
require registration under the Securities Act accompanies this certification.

         [ ] Such Security is being transferred in reliance on Rule 144 under
the Act. An opinion of counsel to the effect that such transfer does not require
registration under the Securities Act accompanies this certification.


                                      D-1
<PAGE>   91


         [ ] Such Security is being transferred in reliance on and in compliance
with an exemption from the registration requirements of the Act other than Rule
144A or Rule 144 or Regulation S under the Act to a person other than an
institutional "accredited investor." An opinion of counsel to the effect that
such transfer does not require registration under the Securities Act accompanies
this certification.

                                           ------------------------------
                                           [INSERT NAME OF TRANSFEROR]
                                           By:
                                               -----------------------------
                                               [Authorized Signatory]
Date:
      --------------------
      *Check applicable box.


                                      D-2
<PAGE>   92


                                                                       EXHIBIT E

                            Form of Certificate To Be
                          Delivered in Connection with
                 Transfers to Institutional Accredited Investors

                                                           ---------------, ----
United States Trust Company of New York
114 W. 47th Street
New York, New York  10036-1532

Attention:  Corporate Trust Administration

         Re:      Global TeleSystems Europe B.V. (the "Company")
                  Indenture (the "Indenture") relating to 10 1/2%
                  Senior Notes due 2006


Ladies and Gentlemen:

                  In connection with our proposed purchase of Euro
aggregate principal amount of 10 1/2% Senior Notes due 2006 (the "Notes") of
Global TeleSystems Europe B.V., a Netherlands limited company (the "Company"),
we confirm that:

                  1. We understand that the Notes have not been registered under
             the Securities Act of 1933, as amended (the "Securities Act"), and
             may not be sold except as permitted in the following sentence. We
             understand and agree, on our own behalf and on behalf of any
             accounts for which we are acting as hereinafter stated, (x) that
             such Notes are being offered only in a transaction not involving
             any public offering within the meaning of the Securities Act and
             (y) that if we decide to resell, pledge or otherwise transfer such
             Notes within two years after the date of the original issuance of
             the Notes or if within three months after we cease to be an
             affiliate (within the meaning of Rule 144 under the Securities Act)
             of the Company, such Notes may be resold, pledged or transferred
             only (i) to the Company, (ii) so long as the Notes are eligible for
             resale pursuant to Rule 144A under the Securities Act ("Rule
             144A"), to a person whom we reasonably believe is a "qualified
             institution buyer" (as defined in Rule 144A) ("QIB") that purchases
             for its own account or for the account of a QIB to whom notice is
             given that the resale, pledge or transfer is being made in reliance
             on Rule 144A (as indicated by the box checked by the transferor on
             the Certificate of Transfer on the reverse of the certificate for
             the Notes), (iii) in an offshore transaction in accordance with
             Regulation S under the Securities Act (as indicated by the box
             checked by the transferor on the Certificate of Transfer on the
             reverse of the Note if the Note is not in book-entry form), and, if
             such transfer is being effected by certain transferors prior to the
             expiration of the "40-day distribution compliance period" (within
             the meaning of Rule 903(b)(2) of Regulation S under the Securities
             Act), a certificate that may be obtained from the Trustee is
             delivered by the transferee, (iv) to an institution that is an
             "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7)
             under the Securities Act (as indicated by the box checked by the
             transferor on the Certificate of Transfer on the reverse of the
             certificate for the Notes) which has certified to the Company and
             the Trustee for the Notes that it is such an accredited investor
             and is acquiring the Notes for investment purposes and not for
             distribution (provided that no Notes purchased from a foreign
             purchaser or from any person other than a QIB or an institutional
             accredited investor pursuant to this clause (iii) shall be
             permitted to transfer any Notes so purchased to an institutional
             accredited investor pursuant to this clause (iv) prior to the
             expiration of the "applicable restricted period" (within the
             meaning of Regulation S under the Securities Act)), (v) pursuant to
             an exemption from registration under the Securities Act provided by
             Rule 144 (if


                                      E-1
<PAGE>   93


             applicable) under the Securities Act, or (vi) pursuant to an
             effective registration statement under the Securities Act, in each
             case in accordance with any applicable securities laws of any state
             of the United States, and we will notify any purchaser of the Notes
             from us of the above resale restriction, if then applicable. We
             further understand that in connection with any transfer of the
             Notes by us that the Company and the Trustee for the Notes may
             request, and if so requested we will furnish, such certificates,
             legal opinions and other information as they may reasonably require
             to confirm that any such transfer complies with the foregoing
             restrictions.

                  2. We are able to fend for ourselves in the transactions
             contemplated by this Offering Memorandum, we have such knowledge
             and experience in financial and business matters as to be capable
             of evaluating the merits and risks of our investment in the Notes,
             and we and any accounts for which we are acting are each able to
             bear the economic risk of our or its investment and can afford the
             complete loss of such investment.

                  3. We understand that the minimum principal amount of Notes
             that may be purchased by an investor is Euro 250,000.

                  4. We understand that the Company, Donaldson, Lufkin &
             Jenrette International, Merrill Lynch International, Deutsche Bank
             AG London, Lehman Brothers International (Europe) and Dresdner Bank
             AG London Branch, as the initial purchasers of the Securities
             ("Initial Purchasers"), and others will rely upon the truth and
             accuracy of the foregoing acknowledgments, representations and
             agreements and we agree that if any of the acknowledgments,
             representations and warranties deemed to have been made by us by
             our purchase of Notes, for our own account or of one or more
             accounts as to each of which we exercise sole investment
             discretion, are no longer accurate, we shall promptly notify the
             Company and the Initial Purchasers.

                  5. We are acquiring the Notes purchased by us for investment
             purposes and not for distribution of our own account or for one or
             more accounts as to each of which we exercise sole investment
             discretion and we are or such account is an institutional
             "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or
             (7) of Regulation D under the Securities Act).


                                      E-2
<PAGE>   94


                  6. You are entitled to rely upon this letter and you are
             irrevocably authorized to produce this letter 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:
                                          ------------------------------------
                                       Date:
                                            ----------------------------------


                                      E-3
<PAGE>   95


                                                                       EXHIBIT F

                            Form of Certificate To Be
                             Delivered in Connection
                           with Regulation S Transfers

                                                          ---------------, ----

United States Trust Company of New York
114 W. 47th Street
New York, NY 10036-1532
Attention:  Corporate Trust Administration

Re:      Global TeleSystems Europe B.V. (the "Company") 10 1/2%
         Senior Notes due 2006 (the "Securities")

Ladies and Gentlemen:

                  In connection with our proposed sale of Euro ____________
aggregate principal amount of the Securities, we confirm that such sale has been
effected pursuant to and in accordance with Regulation S under the Securities
Act of 1933, as amended (the "Securities Act"), and, accordingly, we represent
that:

                  (1) the offer of the Securities was not made to a person in
         the United States;

                  (2) either (a) at the time the buy offer was originated, the
         transferee was outside the United States or we and any person acting on
         our behalf reasonably believed that the transferee was outside the
         United States, or (b) the transaction was executed in, on or through
         the facilities of a designated off-shore securities market and neither
         we nor any person acting on our behalf knows that the transaction has
         been prearranged with a buyer in the United States;

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

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

                  (5) we have advised the transferee of the transfer
         restrictions applicable to the Securities.

                  You and the Company are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby. Defined terms used herein without
definition have the respective meanings provided in Regulation S.

                                       Very truly yours,

                                       [Name of Transferor]

                                       By:
                                          -------------------------------------


                                      F-1