<PAGE>

                                                                     Exhibit 4.5


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


                        GLOBAL CROSSING HOLDINGS LTD.,

                                  as Company,

                THE GUARANTORS PARTY HERETO FROM TIME TO TIME,

                                 as Guarantors

                                      and

                   UNITED STATES TRUST COMPANY OF NEW YORK,

                                  as Trustee

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

                                   INDENTURE

                         Dated as of November 19, 1999

                                  Relating to

                    $900,000,000 9 1/8% Senior Notes due 2006

                   $1,100,000,000 9 1/2% Senior Notes due 2009


--------------------------------------------------------------------------------
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----


ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE..........................1
  Section 1.01.  Definitions...................................................1
  Section 1.02.  Other Definitions............................................19
  Section 1.03.  Trust Indenture Act Definitions..............................20
  Section 1.04.  Rules of Construction........................................21

ARTICLE 2. THE NOTES..........................................................21
  Section 2.01.  Form and Dating..............................................21
  Section 2.02.  Execution and Authentication.................................23
  Section 2.03.  Registrar and Paying Agent...................................23
  Section 2.04.  Paying Agent to Hold Money in Trust..........................24
  Section 2.05.  Holder Lists.................................................24
  Section 2.06.  Transfer and Exchange........................................24
  Section 2.07.  Replacement Notes............................................37
  Section 2.08.  Outstanding Notes............................................37
  Section 2.09.  Treasury Notes...............................................38
  Section 2.10.  Temporary Notes..............................................38
  Section 2.11.  Cancellation.................................................38
  Section 2.12.  Defaulted Interest...........................................38
  Section 2.13.  CUSIP Numbers................................................39

ARTICLE 3.  REDEMPTION AND PREPAYMENT.........................................39
  Section 3.01.  Notices to Trustee...........................................39
  Section 3.02.  Selection of Notes to Be Redeemed............................39
  Section 3.03.  Notice of Redemption.........................................40
  Section 3.04.  Effect of Notice of Redemption...............................40
  Section 3.05.  Deposit of Redemption Price..................................40
  Section 3.06.  Notes Redeemed in Part.......................................41
  Section 3.07.  Optional Redemption..........................................41
  Section 3.08.  Optional Tax Redemption......................................42
  Section 3.09.  Payment of Additional Amounts................................43
  Section 3.10.  Mandatory Redemption.........................................44
  Section 3.11.  Offer to Purchase by Application of Excess Proceeds..........44

ARTICLE 4.  COVENANTS.........................................................46
  Section 4.01.  Payment of Notes.............................................46
  Section 4.02.  Maintenance of Office or Agency..............................47
  Section 4.03.  Reports......................................................47
  Section 4.04.  Compliance Certificate.......................................47
  Section 4.05.  Taxes........................................................48
  Section 4.06.  Stay, Extension and Usury Laws...............................48

                                      -i-
<PAGE>

  Section 4.07.  Restricted Payments..........................................49
  Section 4.08.  Dividend and Other Payment Restrictions Affecting
          Restricted Subsidiaries.............................................51
  Section 4.09.  Incurrence of Indebtedness and Issuance of Preferred Stock...52
  Section 4.10.  Asset Sales..................................................54
  Section 4.11.  Transactions with Affiliates.................................55
  Section 4.12.  Liens........................................................56
  Section 4.13.  Sale and Leaseback  Transactions.............................56
  Section 4.14.  Corporate Existence..........................................57
  Section 4.15.  Offer to Repurchase Upon Change of Control...................57
  Section 4.16.  Business Activities..........................................58
  Section 4.17.  [Reserved]...................................................58
  Section 4.18.  [Reserved]...................................................58
  Section 4.19.  Issuances and Sales of Equity Interests in Wholly Owned
          Restricted Subsidiaries.............................................58
  Section 4.20.  Payments For Consent.........................................58
  Section 4.21.  Money for Payments to Be Held In Trust.......................59
  Section 4.22.  Future Guarantees............................................60

ARTICLE 5.  SUCCESSORS........................................................60
  Section 5.01.  Merger, Consolidation, or Sale of Assets.....................60
  Section 5.02.  Successor Corporation Substituted............................61

ARTICLE 6.  DEFAULTS AND REMEDIES.............................................61
  Section 6.01.  Events of Default............................................61
  Section 6.02.  Acceleration.................................................62
  Section 6.03.  Other Remedies...............................................63
  Section 6.04.  Waiver of Past Defaults......................................63
  Section 6.05.  Control by Majority..........................................64
  Section 6.06.  Limitation on Suits..........................................64
  Section 6.07.  Rights of Holders of Notes to Receive Payment................64
  Section 6.08.  Collection Suit by Trustee...................................65
  Section 6.09.  Trustee May File Proofs of Claim.............................65
  Section 6.10.  Priorities...................................................65
  Section 6.11.  Undertaking for Costs........................................66

ARTICLE 7. TRUSTEE............................................................66
  Section 7.01.  Duties of Trustee............................................66
  Section 7.02.  Rights of Trustee............................................67
  Section 7.03.  Individual Rights of Trustee.................................68
  Section 7.04.  Trustee's Disclaimer.........................................68
  Section 7.05.  Notice of Defaults...........................................68
  Section 7.06.  Reports by Trustee to Holders of the Notes...................68
  Section 7.07.  Compensation and Indemnity...................................69
  Section 7.08.  Replacement of Trustee.......................................70
  Section 7.09.  Successor Trustee by Merger, etc.............................71
  Section 7.10.  Eligibility; Disqualification................................71
  Section 7.11.  Preferential Collection of Claims Against Company............72

                                     -ii-
<PAGE>

ARTICLE 8.  LEGAL DEFEASANCE AND COVENANT DEFEASANCE..........................72
  Section 8.01.  Option to Effect Legal Defeasance or Covenant Defeasance.....72
  Section 8.02.  Legal Defeasance and Discharge...............................72
  Section 8.03.  Covenant Defeasance..........................................72
  Section 8.04.  Conditions to Legal or Covenant Defeasance...................73
  Section 8.05.  Deposited Money and Government Securities to be Held in
          Trust; Other Miscellaneous Provisions...............................74
  Section 8.06.  Repayment to Company.........................................75
  Section 8.07.  Reinstatement................................................75
  Section 8.08.  Survival.....................................................75

ARTICLE 9.  AMENDMENT, SUPPLEMENT AND WAIVER..................................76
  Section 9.01.  Without Consent of Holders of Notes..........................76
  Section 9.02.  With Consent of Holders of Notes.............................76
  Section 9.03.  Compliance with Trust Indenture Act..........................78
  Section 9.04.  Revocation and Effect of Consents............................78
  Section 9.05.  Notation on or Exchange of Notes.............................78
  Section 9.06.  Trustee to Sign Amendments, etc..............................78

ARTICLE 10.  GUARANTEES.......................................................79
  Section 10.01.  Guarantee...................................................79
  Section 10.02.  Limitation on Guarantor Liability...........................80
  Section 10.03.  Execution and Delivery of Guarantee.........................80
  Section 10.04.  Guarantors May Consolidate, etc., on Certain Terms..........80
  Section 10.05.  Releases Following Sale of Assets...........................81

ARTICLE 11.  SATISFACTION AND DISCHARGE.......................................82
  Section 11.01.  Satisfaction and Discharge of Indenture.....................82
  Section 11.02.  Application of Trust Money..................................82

ARTICLE 12.  MISCELLANEOUS....................................................83
  Section 12.01.  Trust Indenture Act Controls................................83
  Section 12.02.  Notices.....................................................83
  Section 12.03.  Communication by Holders of Notes with Other Holders
          of Notes............................................................84
  Section 12.04.  Certificate and Opinion as to Conditions Precedent..........85
  Section 12.05.  Statements Required in Certificate or Opinion...............85
  Section 12.06.  Rules by Trustee and Agents.................................85
  Section 12.07.  No Personal Liability of Directors, Officers, Employees
          and Shareholders....................................................85
  Section 12.08.  Governing Law...............................................86
  Section 12.09.  Currency Indemnity..........................................86
  Section 12.10.  Consent to Jurisdiction and Service.........................86
  Section 12.11.  No Adverse Interpretation of Other Agreements...............87
  Section 12.12.  Successors..................................................87
  Section 12.13.  Severability................................................87
  Section 12.14.  Counterpart Originals.......................................88
  Section 12.15.  Table of Contents, Headings, etc............................88

                                     -iii-
<PAGE>

                            CROSS-REFERENCE TABLE*


Trust Indenture Act Section                                    Indenture Section
310(a)(1)............................................................7.10
(a)(2)...............................................................7.10
(a)(3)...............................................................N.A.
(a)(4)...............................................................N.A.
(a)(5)...............................................................7.10
(b)..................................................................7.10
(c)..................................................................N.A.
311(a)...............................................................7.11
(b)..................................................................7.11
(i)(c)...............................................................N.A.
312(a)...............................................................2.05
(b).................................................................12.03
(c).................................................................12.03
313(a)...............................................................7.06
(b)(2)...............................................................7.07
(c)..................................................................7.06; 12.02
(d)..................................................................7.06
314(a)...............................................................4.03; 12.02
(c)(1)..............................................................12.04
(c)(2)..............................................................12.04
(c)(3)...............................................................N.A.
(e).................................................................12.05
(f)..................................................................N.A.
315(a)...............................................................7.01
(b)..................................................................7.05; 12.02
(A)(c)...............................................................7.01
(d)..................................................................7.01
(e)..................................................................6.11
316(a)(last sentence)................................................2.09
(a)(1)(A)............................................................6.05
(a)(1)(B)............................................................6.04
(a)(2)...............................................................N.A.
(b)..................................................................6.07
(c)..................................................................2.12
317(a)(1)............................................................6.08
(a)(2)...............................................................6.09
(b)..................................................................2.04
318(a)..............................................................12.01
(b)..................................................................N.A.
(c).................................................................12.01
N.A. means not applicable.

                                     -iv-
<PAGE>

* This Cross-Reference Table is not part of the Indenture.


                                      -v-
<PAGE>

          INDENTURE dated as of November 19, 1999 by and among Global Crossing
Holdings Ltd., a Bermuda company (the "Company"), the Guarantors (as herein
defined) and United States Trust Company of New York, as trustee (the
"Trustee").

          The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of
the 9 1/8% Series A Senior Notes due 2006 (the "Notes Due 2006") and the Holders
of the 9 1/2% Series A Senior Notes due 2009 (the "Notes Due 2009" and, together
with the Notes Due 2006, the "Series A Notes") and the Holders of the 9 1/8%
Series B Senior Notes due 2006 and the 9 1/2% Series B Senior Notes due 2009
(together, the "Series B Notes" and, together with the Series A Notes, the
"Notes"):


             ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.  Definitions

          "144A Global Note" means a global note in the form of Exhibit A-1 or
                                                                -----------
A-3 hereto bearing the Global Note Legend and the Private Placement Legend and
---
deposited with or on behalf of, and registered in the name of, the Depositary or
its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold in reliance on Rule 144A.

          "Acquired Debt" means, with respect to any specified Person, (i)
Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Subsidiary of such specified Person, including,
without limitation, Indebtedness incurred in connection with, or in
contemplation of, such other Person merging with or into or becoming a
Subsidiary of such specified Person, and (ii) Indebtedness secured by a Lien
encumbering any asset acquired by such specified Person.

          "Affiliate" of any specified Person means any other Person directly or
indirectly controlling, controlled by or under direct or indirect common control
with such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; provided that
beneficial ownership of 10% or more of the Voting Stock of a Person shall be
deemed to be control.

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

          "all or substantially all" shall have the meaning given such phrase in
the Revised Model Business Corporation Act.

          "Applicable Premium" means, (x) with respect to any Note Due 2009 on
any Redemption Date, the greater of (i) 1.0% of the principal amount of such
Note or (ii) the excess of (A) the present value at such Redemption Date of (1)
the redemption price of such Note at November 15, 2004 (such redemption price
being set forth in the table in Section 3.07 hereof) plus (2) all required
interest payments due on such Note through November 15, 2004 (excluding accrued
but unpaid interest), computed using a discount
<PAGE>

                                                                               2


rate equal to the relevant Treasury Rate plus 50 basis points over (B) the
principal amount of such Note, if greater; and (y) with respect to any Note Due
2006 on any Redemption Date, the greater of (i) 1.0% of the principal amount of
such Note or (ii) the excess of (A) the present value at such Redemption Date of
(1) 100.000% of the principal amount of such Note plus (2) all required interest
payments due on such Note through November 15, 2006 (excluding accrued but
unpaid interest), computed using a discount rate equal to the relevant Treasury
Rate plus 50 basis points over (B) the principal amount of such Note, if
greater.

          "Applicable Procedures" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depositary, Euroclear and CEDEL that apply to such transfer or
exchange.

          "Asset Sale" means (i) the sale, lease, transfer, conveyance or other
disposition of any assets or rights (including, without limitation, by way of a
sale and leaseback) other than sales of inventory in the ordinary course of
business and other than any sale, lease, transfer, conveyance or other
disposition of capacity on any cable system owned, controlled or operated by the
Company or any Restricted Subsidiary or of telecommunications capacity or
transmission rights acquired by the Company or any Restricted Subsidiary for use
in a Permitted Business (provided that the sale, lease, transfer, conveyance or
other disposition of all or substantially all of the assets of the Company and
its Restricted Subsidiaries taken as a whole will be governed by the provisions
of Sections 4.15 and/or the provisions of Section 5.01 hereof and not by the
provisions of Section 4.10 hereof), and (ii) the issue or sale by the Company or
any of its Restricted Subsidiaries of Equity Interests of its Subsidiaries, in
the case of either clause (i) or (ii), whether in a single transaction or a
series of related transactions (a) that have a fair market value in excess of
$25.0 million or (b) for net proceeds in excess of $25.0 million.
Notwithstanding the foregoing, the following items shall not be deemed to be
Asset Sales: (i) a transfer of assets by the Company to a Restricted Subsidiary
or by a Restricted Subsidiary to the Company or to another Restricted
Subsidiary, (ii) an issuance of Equity Interests by a Restricted Subsidiary to
the Company or to another Restricted Subsidiary, (iii) a Restricted Payment that
is permitted by Section 4.07 hereof, (iv) a transfer of assets by the Company or
a Restricted Subsidiary in connection with a Qualified Receivables Transaction,
and (v) a disposition of obsolete or worn out equipment or equipment that is no
longer useful in the conduct of a Permitted Business and that is disposed of in
the ordinary course of business.

          "Attributable Debt" in respect of a sale and leaseback transaction
means, at the time of determination, the present value (discounted at the rate
of interest implicit in such transaction, determined in accordance with GAAP) of
the obligation of the lessee for net rental payments during the remaining term
of the lease included in such sale and leaseback transaction (including any
period for which such lease has been extended or may, at the option of the
lessor, be extended).

          "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or
state law or any similar provisions of Bermuda law for the relief of debtors.
<PAGE>

                                                                               3

          "Board of Directors" means the board of directors or other governing
body of the Company or, if the Company is owned or managed by a single entity,
the board of directors or other governing body of such entity, or, in either
case, any committee thereof duly authorized to act on behalf of such board or
governing body.

          "Board Resolution" means a duly authorized resolution of the Board of
Directors.

          "Business Day" means any day other than a Legal Holiday.

          "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 required to be capitalized on a balance sheet in
accordance with GAAP.

          "Capital Stock" means (i) in the case of a corporation, corporate
stock, (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, (iii) in the case of a partnership or limited
liability company, partnership or membership interests (whether general or
limited) and (iv) any other interest or participation that confers on a Person
the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.

          "Cash Equivalents" means (i) United States dollars, (ii) securities
issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality thereof (provided that the full
faith and credit of the United States is pledged in support thereof) having
maturities of not more than six months from the date of acquisition, (iii)
certificates of deposit and eurodollar time deposits with maturities of six
months or less from the date of acquisition, bankers' acceptances with
maturities not exceeding six months and overnight bank deposits, in each case
with any domestic commercial bank having capital and surplus in excess of $500
million and a Thompson Bank Watch Rating of AB" or better, (iv) repurchase
obligations with a term of not more than seven days for underlying securities of
the types described in clauses (ii) and (iii) above entered into with any
financial institution meeting the qualifications specified in clause (iii)
above, (v) commercial paper having the highest rating obtainable from Moody's
Investors Service, Inc. or Standard & Poor's Corporation and in each case
maturing within six months after the date of acquisition and (vi) money market
funds at least 95% of the assets of which constitute Cash Equivalents of the
kinds described in clauses (i)-(v) of this definition.

          "CEDEL" means Cedelbank, a limited liability company (societe anonyme)
organized under Luxembourg law.

          "Change of Control" means the occurrence of any of the following: (i)
any "person" (as such term is used in Section 13(d)(3) of the Exchange Act),
other than a Permitted Holder, is or becomes the beneficial owner, directly or
indirectly, of 35% or more of the Voting Stock (measured by voting power rather
than number of shares) of the Company or GCL, and the Permitted Holders own, in
the aggregate, a lesser percentage of the total Voting Stock (measured by voting
power rather than by number of
<PAGE>

                                                                               4


shares) of the Company or GCL than such person and do not have the right or
ability by voting power, contract or otherwise to elect or designate for
election a majority of the board of directors of the Company or GCL (for the
purposes of this clause, such other person shall be deemed to "beneficially own"
any Voting Stock of a specified corporation held by a parent corporation if such
other person beneficially owns, directly or indirectly, more than 35% of the
Voting Stock (measured by voting power rather than by number of shares) of such
parent corporation and the Permitted Holders beneficially own, directly or
indirectly, in the aggregate a lesser percentage of Voting Stock (measured by
voting power rather than by number of shares) of such parent corporation and do
not have the right or ability by voting power, contract or otherwise to elect or
designate for election a majority of the board of directors of such parent
corporation), (ii) during any period of two consecutive years, Continuing
Directors cease for any reason to constitute a majority of the Board of
Directors of the Company or GCL, (iii) the Company or GCL consolidates or merges
with or into any other Person, other than a consolidation or merger (a) of the
Company into GCL or GCL into the Company, or the Company or GCL into a
Restricted Subsidiary of the Company or (b) pursuant to a transaction in which
the outstanding Voting Stock of the Company or GCL is changed into or exchanged
for cash, securities or other property with the effect that the beneficial
owners of the outstanding Voting Stock of the Company or GCL, respectively,
immediately prior to such transaction, beneficially own, directly or indirectly,
more than 35% of the Voting Stock (measured by voting power rather than number
of shares) of the surviving corporation immediately following such transaction
or (iv) the sale, transfer, conveyance or other disposition (other than by way
of merger or consolidation), in one or a series of related transactions, of all
or substantially all of the assets of GCL or the Company and its Restricted
Subsidiaries taken as a whole to any person other than a Restricted Subsidiary
of the Company or a Permitted Holder or a person more than 50% of the Voting
Stock (measured by voting power rather than by number of shares) of which is
owned, directly or indirectly, following such transaction or transactions by the
Permitted Holders; provided, however, that sales, transfers, conveyances or
other dispositions in the ordinary course of business of capacity on cable
systems owned, controlled or operated by the Company or any Restricted
Subsidiary or of telecommunications capacity or transmission rights acquired by
the Company or any Restricted Subsidiary for use in its business, 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 of this clause (iv). The definition of a
Change of Control includes a phrase relating to the sale, lease, transfer,
conveyance or other disposition of "all or substantially all" of the assets of
GCL or the Company and its Restricted Subsidiaries taken as a whole, as such
phrase is used in the Revised Model Business Corporation Act. Although there is
a developing body of case law interpreting the phrase "substantially all," there
is no precise established definition of such phrase under applicable law.
Accordingly, the ability of a Holder of Notes to require the Company to purchase
such Notes as a result of a sale, lease, transfer, conveyance or other
disposition of less than all of the assets of GCL or the Company and its
Restricted Subsidiaries taken as a whole to another Person or group may be
uncertain.

          "Company" means Global Crossing Holdings Ltd., and any and all
successors thereto.

          "Consolidated Capital Ratio" means, with respect to the Company or any
of its Restricted Subsidiaries, as of the date of any incurrence of Indebtedness
or issuance of Disqualified Stock, the ratio
<PAGE>

                                                                               5


of (i) the aggregate consolidated principal amount of Indebtedness outstanding
and the liquidation preference of Disqualified Stock as of the most recent
quarterly or annual balance sheet date, after giving pro forma effect to the
incurrence of such Indebtedness or the issuance of such Disqualified Stock and
any other Indebtedness incurred and Disqualified Stock issued since such balance
sheet date, and the receipt and application of the proceeds therefrom to (ii)
Consolidated Net Worth as of such balance sheet date after giving pro forma
effect to the issuance of Equity Interests (other than Disqualified Stock)
issued since the balance sheet date and the receipt and application of the
proceeds therefrom.

          "Consolidated Cash Flow" means, with respect to the Company for any
period, the Consolidated Net Income of the Company and its Restricted
Subsidiaries for such period plus, to the extent that any of the following items
were deducted or added (without duplication) in computing such Consolidated Net
Income, (i) an amount equal to any extraordinary loss (less any gain) plus any
net loss (less any gain) realized in connection with any Asset Sale, plus (ii)
provision for taxes based on income or profits of the  Company and its
Restricted Subsidiaries for such period, plus (iii) Consolidated Interest
Expense of the Company and its Restricted Subsidiaries for such period, whether
paid or accrued and whether or not capitalized, plus (iv) depreciation,
amortization (including amortization of goodwill and other intangibles and the
amount of capacity available for sale charged to cost of sales), but excluding
amortization of prepaid cash expenses that were paid in a prior period) and
other non-cash expenses (excluding any such non-cash expense to the extent that
it represents an accrual of or reserve for cash expenses in any future period or
amortization of a prepaid cash expense that was paid in a prior period) of the
Company and its Restricted Subsidiaries for such period, minus (v) non-cash
items increasing such Consolidated Net Income for such period (other than items
that were accrued in the ordinary course of business), plus (vi) any change in
Deferred Revenue, in each case, on a consolidated basis and determined in
accordance with GAAP. Notwithstanding the foregoing, the provision for taxes on
the income or profits of, and the depreciation and amortization and other non-
cash expenses of, a Restricted Subsidiary of the Company shall be added to
Consolidated Net Income to compute Consolidated Cash Flow of the Company only to
the extent that a corresponding amount would be permitted at the date of
determination to be dividended to the Company by such Restricted Subsidiary
without prior governmental approval (that has not been obtained), and without
direct or indirect restriction pursuant to the terms of its charter and all
agreements (excluding agreements evidencing Indebtedness incurred in accordance
with clause (k) of Section 4.09 hereof, to which this provision shall not
apply), instruments, judgments, decrees, orders, statutes, rules and
governmental regulations applicable to that Restricted Subsidiary or its
shareholders.

          "Consolidated Interest Expense" for any Person means for any period
the consolidated interest expense included in a consolidated income statement
(without deduction of interest income) of such Person and its consolidated
Subsidiaries for such period, including without limitation or duplication (or,
to the extent not so included, with the addition of), (i) amortization of debt
issuance costs and original issue discount, (ii) non-cash interest payments,
(iii) the interest component of any deferred payment obligations, (iv) the
interest component of all payments associated with Capital Lease Obligations,
(v) commissions, discounts and other fees and charges incurred in respect of
Letter of Credit or bankers' acceptance financings and (vi) net payments (if
any) pursuant to Hedging Obligations.
<PAGE>

                                                                               6


          "Consolidated Leverage Ratio" means, with respect to the Company or
any of its Restricted Subsidiaries, as of the date of any incurrence of
Indebtedness or issuance of Disqualified Stock, the ratio of (i) the aggregate
consolidated principal amount of Indebtedness outstanding and the liquidation
preference of Disqualified Stock as of the most recent quarterly or annual
balance sheet date, after giving pro forma effect to the incurrence of such
Indebtedness or the issuance of such Disqualified Stock and any other
Indebtedness incurred and Disqualified Stock issued since such balance sheet
date, and the receipt and application of the proceeds therefrom to (ii)
Consolidated Cash Flow for the four full fiscal quarters ending on or prior to
the date of incurrence of such Indebtedness or issuance of such Disqualified
Stock for which consolidated financial statements are available.

          "Consolidated Net Income" means, with respect to the Company for any
period, the aggregate of the net income of the Company and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP, plus, to the extent that any of the following items were deducted in
computing such Consolidated Net Income, (a) non-recurring, non-cash charges
(other than charges arising from write-downs of assets) and (b) non-cash
compensation charges arising from stock options or other similar employee
benefit or compensation plans; provided that (i) the net income (but not loss)
of any Restricted Subsidiary that is accounted for by the equity method of
accounting shall be included only to the extent of the amount of dividends or
distributions paid in cash to the Company or a Wholly Owned Restricted
Subsidiary thereof by such Restricted Subsidiary, (ii) the net income (or loss)
of any Person that is not a Restricted Subsidiary shall be included only to the
extent of the amount of dividends or other distributions actually paid to the
Company or a Restricted Subsidiary by such Person during such period, (iii) for
purposes of clause (c) of Section 4.07 hereof, the net income of any Restricted
Subsidiary shall be excluded to the extent that the declaration or payment of
dividends or similar distributions by that Restricted Subsidiary of that net
income is not at the date of determination permitted without any prior
governmental approval (that has not been obtained) or, directly or indirectly,
by operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to that
Restricted Subsidiary or its shareholders, except that the Company's equity in
the net income of any such Restricted Subsidiary for such period shall be
included in such Consolidated Net Income up to the aggregate amount of cash that
could have been distributed by such Restricted Subsidiary during such period to
the Company or another Restricted Subsidiary as a dividend, (iv) the net income
of any Person acquired in a pooling of interests transaction for any period
prior to the date of such acquisition shall be excluded, (v) the equity of the
Company or any Restricted Subsidiary in the net income of any Unrestricted
Subsidiary shall be included in such Consolidated Net Income up to the aggregate
amount of cash actually distributed by such Unrestricted Subsidiary during such
period to the Company or a Restricted Subsidiary as a dividend or other
distribution (but not in excess of the amount of the net income of such
Unrestricted Subsidiary for such period) and (vi) the cumulative effect of a
change in accounting principles shall be excluded.

          "Consolidated Net Worth" means, with respect to the Company as of any
date, the sum of (i) the consolidated equity of the common shareholders of the
Company and, without duplication, its consolidated Restricted Subsidiaries as of
such date plus (ii) the respective amounts reported on the Company's balance
sheet as of such date with respect to any series of preferred stock (other than
Disqualified Stock) that by its terms is not entitled to the payment of
dividends unless such dividends
<PAGE>

                                                                               7


may be declared and paid only out of net earnings in respect of the year of such
declaration and payment, but only to the extent of any cash received by the
Company upon issuance of such preferred stock, less (x) all write-ups (other
than write-ups resulting from foreign currency translations and write-ups of
tangible assets of a going concern business made within 12 months after the
acquisition of such business and other than write-ups attributable to the
warrants issued pursuant to the Warrant Agreement, dated as of January 21, 1998,
as amended) subsequent to the date of the Indenture in the book value of any
asset owned by the Company or a consolidated Restricted Subsidiary of the
Company, (y) all investments as of such date in unconsolidated Restricted
Subsidiaries and in Persons that are not Restricted Subsidiaries (except, in
each case, Permitted Investments), and (z) all unamortized debt discount and
expense and unamortized deferred charges as of such date, all of the foregoing
determined in accordance with GAAP.

          "Consolidated Tangible Assets" means the total amount of assets (less
applicable reserves and other properly deductible items) which under generally
accepted accounting principles would be included on a consolidated balance sheet
of the Company and its Restricted Subsidiaries after deducting therefrom all
goodwill, trade names, trademarks, patents, unamortized debt discount and
expense and other like intangibles, which in each case under generally accepted
accounting principles would be included on such consolidated balance sheet.

          "Continuing Directors" means individuals who at the beginning of the
period of determination constituted the Board of Directors of the Company or
GCL, as the case may be, together with any new directors whose election by such
Board of Directors or whose nomination for election by the shareholders of the
Company or GCL, as the case may be, was approved by a vote of at least a
majority of the directors of the Company or GCL, as the case may be, 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 its designee
of any one of the Permitted Holders or any combination thereof or was nominated
or elected by any such Permitted Holder(s) or any of their designees.

          "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 12.02 hereof or such other address as to which the
Trustee may give notice to the Company.

          "Currency Agreement" means, with respect to any Person, any foreign
exchange contract, currency swap agreement or other similar agreement as to
which such Person is a party or beneficiary.

          "Debt Securities" means any bonds, notes, debentures or other similar
instruments (excluding, in any event, (i) any Capital Lease Obligations and (ii)
any notes, bankers' acceptances or other instruments evidencing commercial loans
or equipment financing made by, and bills of exchange drawn on, banks, other
financial lending institutions or equipment vendors) issued by the Company or by
any Restricted Subsidiary (including by means of any Guarantee of the Company or
of any Restricted Subsidiary of securities of another Person), whether in a
public offering or private placement; provided, however, that in no event shall
"Debt Securities" mean Indebtedness in the form of a bank credit facility.
<PAGE>

                                                                               8


          "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.

          "Deferred Revenue" means amounts appearing as a liability on the
financial statements of the Company as prepared according to GAAP classified as
deferred revenue to the extent of cash received in connection therewith.


          "Definitive Note" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.06 hereof, in the
form of Exhibit A-1 or A-3 hereto except that such Note shall not bear the
        -----------    ---
Global Note Legend and shall not have the "Schedule of Exchanges of Interests in
the Global Note" attached thereto.

          "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof as
the Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

          "Disqualified Stock" means any Capital Stock (other than the Company's
102% Senior Exchangeable Preferred Stock due 2008) that, by its terms (or by the
terms of any security into which it is convertible, or for which it is
exchangeable, in each case 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 date that is 91 days after the
date on which the Notes mature; provided, however, that any Capital Stock which
would not constitute Disqualified Stock but for provisions thereof giving
holders thereof the right to require the Company to repurchase or redeem such
Capital Stock upon the occurrence of a Change of Control or an Asset Sale
occurring prior to the final Stated Maturity of the Notes shall not constitute
Disqualified Stock if the change of control and asset sale provisions applicable
to such Capital Stock are no more favorable to the holders of such Capital Stock
than the provisions applicable to the Notes contained in Sections 4.15 and 4.10
hereof, respectively, and such Capital Stock specifically provides that the
Company will not repurchase or redeem any such stock pursuant to such provisions
prior to the Company's repurchase of such Notes as are required to be
repurchased pursuant to Sections 4.15 and 4.10 hereof, respectively.

          "Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

          "Equity Offering" means an offering for cash by GCL or the Company of
its common stock, or options, warrants or rights to acquire such common stock.

          "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear system.
<PAGE>

                                                                               9


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

          "Exchange Notes" means the Series B Notes issued in the Exchange Offer
pursuant to Section 2.06(f) hereof.

          "Exchange Offer" has the meaning set forth in the Registration Rights
Agreement.

          "Exchange Offer Registration Statement" has the meaning set forth in
the Registration Rights Agreement.

          "Existing Indebtedness" means Indebtedness of the Company and its
Restricted Subsidiaries (other than Indebtedness under the Credit Agreement) in
existence on the date hereof, until such amounts are repaid; provided, that
"Existing Indebtedness" shall be deemed to include the senior subordinated notes
that may be issued, at the option of the Company, in exchange for its existing
10 1/2% Senior Exchangeable Preferred Stock due 2008.

          "Frontier" means Frontier Corporation, a New York corporation.

          "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect on the date hereof.

          "GCL" means Global Crossing Ltd., a Bermuda company.

          "GCL Expenses" means (i) costs (including all professional fees and
expenses) incurred by GCL to comply with its reporting obligations under federal
or state laws or under the Indenture, including any reports filed with respect
to the Securities Act, the Exchange Act or the respective rules and regulations
promulgated thereunder, (ii) indemnification obligations of GCL owing to
directors, officers, employees or other Persons under its charter or by-laws or
pursuant to written agreements with any such Person, (iii) fees and expenses
payable by GCL in connection with the issuance of the Notes and the Exchange
Notes, (iv) other operational expenses of GCL incurred in the ordinary course of
business and (v) expenses incurred by GCL in connection with any public offering
of Capital Stock or Indebtedness (x) where the net proceeds of such offering are
intended to be received by or contributed or loaned to the Company or a
Restricted Subsidiary, or (y) in a prorated amount of such expenses in
proportion to the amount of such net proceeds intended to be so received,
contributed or loaned, or (z) otherwise on an interim basis prior to completion
of such offering so long as GCL shall cause the amount of such expenses to be
repaid to the Company or the relevant Restricted Subsidiary out of the proceeds
of such offering promptly if completed.

          "GTH" means Global Telesystems Holdings Ltd., a Bermuda company.
<PAGE>

                                                                              10


          "GTH Preference Shares" means the Senior Increasing Rate Redeemable
Exchangeable Preference Shares of GTH.

          "Global Note Legend" means the legend set forth in Section
2.06(g)(ii), which is required to be placed on all Global Notes issued under
this Indenture.

          "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, in the form of
Exhibit A-1, A-2, A-3 or A-4 hereto issued in accordance with Section 2.01,
-----------  ---  ---    ---
2.06(b)(iv), 2.06(d)(ii) or 2.06(f) hereof.

          "Government Securities" means securities that are (a) direct
obligations (or certificates representing an ownership interest in such
obligations) of the United States of America (including any agency or
instrumentally thereof) of the payment of which the full faith and credit of the
United States of America is pledged, (b) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America or (c) obligations of a Person
the payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America, which, in each case, are not
callable or redeemable at the issuer's option.

          "Guarantee" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof), of all or any part of any Indebtedness.

          "Guarantors" means GCL and each other Person that from time to time
executes a Guarantee in accordance with the provisions of the Indenture, and
their respective successors and assigns.

          "Hedging Obligations" means, with respect to any Person, the
obligations of such Person under any Interest Rate Agreement or Currency
Agreement.

          "Holder" means a Person in whose name a Note is registered.

          "Indebtedness" means, with respect to any Person, any indebtedness of
such Person, whether or not contingent, in respect of borrowed money or
evidenced by bonds, notes, debentures or similar instruments or letters of
credit (or reimbursement agreements in respect thereof) or bankers' acceptances
or representing Capital Lease Obligations or the balance deferred and unpaid of
the purchase price of any property or representing any Hedging Obligations,
except any such balance that constitutes an accrued expense or trade payable, if
and to the extent any of the foregoing (other than letters of credit and Hedging
Obligations) would appear as a liability upon a balance sheet of such Person
prepared in accordance with GAAP, as well as all Indebtedness of others secured
by a Lien on any asset of such Person (whether or not such Indebtedness is
assumed by such Person) and, to the extent not otherwise included, the guarantee
by such Person of any indebtedness of any other Person. The amount
<PAGE>

                                                                              11


of any Indebtedness outstanding as of any date shall be (i) the accreted value
thereof, in the case of any Indebtedness issued with original issue discount,
and (ii) the principal amount thereof, together with any interest thereon that
is more than 30 days past due, in the case of any other Indebtedness.

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

          "Indirect Participant" means a Person who holds a beneficial interest
in a Global Note through a Participant.

          "Initial Purchaser" shall have the meaning assigned to such term in
the Offering Memorandum.

          "Interest Rate Agreement" means, with respect to any Person, any
interest rate protection agreement, interest rate future agreement, interest
rate option agreement, interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate hedge agreement or
other similar agreement or arrangement to which such Person is a party or
beneficiary.

          "Investments" means, with respect to any Person, all investments by
such Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (including guarantees of Indebtedness or other obligations),
advances or capital contributions (excluding commission, travel and similar
advances to directors, officers and employees made in the ordinary course of
business), purchases or other acquisitions for consideration of Indebtedness,
Equity Interests or other securities, together with all items that are or would
be classified as investments on a balance sheet prepared in accordance with
GAAP. If the Company or any of its Restricted Subsidiaries sells or otherwise
disposes of any Equity Interests of any direct or indirect Subsidiary such that,
after giving effect to any such sale or disposition, such Person is no longer a
Subsidiary of the Company or such Restricted Subsidiary, the Company shall be
deemed to have made an Investment on the date of any such sale or disposition
equal to the fair market value of the Equity Interests of such Subsidiary not
sold or disposed of in an amount determined as provided in the final paragraph
of Section 4.07 hereof.

          "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed.  If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.

          "Letter of Transmittal" means the letter of transmittal to be prepared
by the Company and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

          "Letters of Credit" means one or more irrevocable direct pay letters
of credit issued by a bank or other financial institution to support the payment
of equity obligations of the Company to its Project Subsidiaries.
<PAGE>

                                                                              12



          "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law
(including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in, and any filing of or agreement to give any financing statement
under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction).

          "MAC Subsidiaries" means Mid-Atlantic Crossing Holdings Ltd., a
Bermuda company, and all of its direct and indirect Subsidiaries.

          "Management Advances" means loans or advances made to directors,
officers or employees of GCL, the Company or any Restricted Subsidiary (i) in
respect of travel, entertainment or moving-related expenses incurred in the
ordinary course of business, (ii) in respect of moving-related expenses incurred
in connection with any closing or consolidation of any facility, or (iii) in the
ordinary course of business not exceeding $2.5 million in the aggregate at any
time outstanding.

          "Net Income" means, with respect to any Person, the net income (loss)
of such Person, determined in accordance with GAAP and before any reduction in
respect of preferred stock dividends, excluding, however, (i) any gain (but not
loss), together with any related provision for taxes on such gain (but not
loss), realized in connection with (a) any Asset Sale (including, without
limitation, dispositions made pursuant to sale and leaseback transactions) or
(b) the disposition of any securities by such Person or any of its Restricted
Subsidiaries or the extinguishment of any Indebtedness of such Person or any of
its Restricted Subsidiaries and (ii) any extraordinary gain or loss, together
with any related provision for taxes on such extraordinary gain or loss.

          "Net Proceeds" means the aggregate cash proceeds received by the
Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of
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, taxes paid or payable as a
result thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements), and any reserve for adjustment in
respect of the sale price of such asset or assets established in accordance with
GAAP.

          "Non-Recourse Debt" means Indebtedness (i) as to which neither the
Company nor any Restricted Subsidiary (a) provides any guarantee or credit
support of any kind (including any undertaking, guarantee, indemnity, agreement
or instrument that would constitute Indebtedness) or (b) is directly or
indirectly liable (as a guarantor or otherwise) and (ii) 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 of the
Company or any Restricted Subsidiary to declare a default under such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its Stated Maturity.
<PAGE>

                                                                              13


          "Non-U.S. Person" means a Person who is not a U.S. Person.

          "Note Custodian" means the Trustee, as custodian with respect to the
Notes in global form, or any successor entity thereto.

          "Notes" has the meaning assigned to it in the preamble to this
Indenture.

          "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

          "Offering Memorandum" means the Offering Memorandum, dated
November 12, 1999, pursuant to which the Series A Notes were offered and sold.

          "Officer" means any Co-Chairman of the Board, the President, the Chief
Executive Officer, the Chief Operating Officer, the Chief Financial Officer, any
Senior Vice President, any Vice President, the Treasurer or the Secretary of the
Company.

          "Officers' Certificate" means a certificate signed by two Officers.

          "Opinion of Counsel" means an opinion from legal counsel who is
reasonably acceptable to the Trustee, that meets the requirements of Section
11.05 hereof.  The counsel may be an employee of or counsel to the Company, any
Subsidiary of the Company or the Trustee.

          "Pari Passu Debt Securities" means any Debt Securities of the Company
or of any Guarantor (other than GCL) which ranks pari passu in right of payment
with the Notes and any Guarantees, as applicable.

          "Participant" means, with respect to the Depositary, Euroclear or
CEDEL, a Person who has an account with the Depositary, Euroclear or CEDEL,
respectively (and, with respect to The Depository Trust Company, shall include
Euroclear and CEDEL).

          "PC-1 Subsidiaries" means Pacific Crossing Holdings Ltd., a Bermuda
company, and all of its direct and indirect Subsidiaries.

          "Permitted Business" means any business that is the same as or
related, ancillary or complementary to any of the businesses of the Company or
any of its Restricted Subsidiaries on the date hereof.

          "Permitted Holder" means Pacific Capital Group, Inc. and CIBC World
Markets Corp., and their respective Affiliates.
<PAGE>

                                                                              14


          "Permitted Investments" means (a) any Investment in the Company or in
Restricted Subsidiaries of the Company that are engaged in a Permitted Business;
(b) any Investment in Cash Equivalents; (c) any Investment by the Company or any
of its Restricted Subsidiaries in a Person, if as a result of such Investment
(i) such Person becomes a Restricted Subsidiary of the Company that is engaged
in a Permitted Business or (ii) such Person is merged, consolidated or
amalgamated with or into, or transfers or conveys substantially all of its
assets to, or is liquidated into, the Company or a Restricted Subsidiary of the
Company that is engaged in a Permitted Business; (d) any Investment made as a
result of the receipt of non-cash consideration from an Asset Sale that was made
pursuant to and in compliance with Section 4.10 hereof; (e) any acquisition of
assets solely in exchange for the issuance of Equity Interests (other than
Disqualified Stock) of the Company; (f) other Investments having an aggregate
fair market value (measured on the date each such Investment was made and
without giving effect to subsequent changes in value), when taken together with
all other Investments made pursuant to this clause (f) that are at the time
outstanding, not to exceed $25.0 million; (g) any Investment made in a
Receivables Entity in a Qualified Receivables Transaction; and (h) any
investment by the Company or a Restricted Subsidiary in any Person engaged in a
Permitted Business with the Company or such Restricted Subsidiary, provided that
such investment is necessary or integral to the Company's or such Restricted
Subsidiary's Permitted Business and provided, further that any such investment
is the minimum amount reasonably necessary for such Permitted Business and to
comply with local law.

          "Permitted Liens" means (i) Liens to secure Indebtedness (other than
Pari Passu Debt Securities or Subordinated Indebtedness) permitted to be
incurred under this Indenture; (ii) Liens in favor of the Company or any
Restricted Subsidiary; (iii) Liens on property of a Person existing at the time
such Person is merged with or into or consolidated with the Company or any of
its Restricted Subsidiaries; provided that such Liens were in existence prior to
the contemplation of such merger or consolidation and do not extend to any
assets other than those of the Person merged into or consolidated with the
Company or such Restricted Subsidiary; (iv) Liens on property existing at the
time of acquisition thereof by the Company or any of its Restricted
Subsidiaries, provided that such Liens were in existence prior to the
contemplation of such acquisition; (v) Liens to secure the performance of
statutory obligations, surety or appeal bonds, performance bonds or other
obligations of a like nature incurred in the ordinary course of business; (vi)
Liens existing on the date of the Indenture; (vii) Liens for taxes, assessments
or governmental charges or claims that are not yet delinquent or that are being
contested in good faith by appropriate proceedings promptly instituted and
diligently concluded, provided that any reserve or other appropriate provision
as shall be required in conformity with GAAP shall have been made therefor;
(viii) Liens incurred in the ordinary course of business of the Company or any
of its Restricted Subsidiaries with respect to obligations that do not exceed
$5.0 million at any one time outstanding and that (a) are not incurred in
connection with the borrowing of money or the obtaining of advances or credit
(other than trade credit in the ordinary course of business) and (b) do not in
the aggregate materially detract from the value of the property or materially
impair the use thereof in the operation of business by the Company or such
Restricted Subsidiary; (ix) Liens with respect to assets of a Restricted
Subsidiary granted by such Restricted Subsidiary to the Company or a Restricted
Subsidiary to secure Indebtedness owing to the Company or such Restricted
Subsidiary; (x) Liens, pledges and deposits made in the ordinary course of
business in connection with workers' compensation, unemployment insurance and
other types of statutory obligations; (xi) Liens, pledges or
<PAGE>

                                                                              15


deposits made to secure the performance of tenders, bids, leases, public or
statutory obligations, sureties, stays appeals, indemnities, performance or
other similar bonds and other obligations of like nature incurred in the
ordinary course of business (exclusive of obligations for the payment of
borrowed money); (xii) zoning restrictions, servitudes, easements,
rights-of-way, restrictions and other similar charges or encumbrances incurred
in the ordinary course of business which, in the aggregate, do not materially
detract from the value of the property subject thereto or materially interfere
with the ordinary conduct of the business of the Company or its Restricted
Subsidiaries; (xiii) Liens arising out of judgments or awards against or other
court proceedings concerning the Company or any Restricted Subsidiary with
respect to which the Company or such Restricted Subsidiary is prosecuting an
appeal or proceeding for review and the Company or such Restricted Subsidiary is
maintaining adequate reserves in accordance with generally accepted accounting
principles; and (xiv) any interest or title of a lessor in the property subject
to any lease other than a capital lease.

          "Permitted Refinancing Indebtedness" means any Indebtedness of the
Company or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries
(other than intercompany Indebtedness); provided that: (i) the principal amount
(or accreted value, if applicable) of such Permitted Refinancing Indebtedness
does not exceed the principal amount of (or accreted value, if applicable), plus
accrued interest on, the Indebtedness so extended, refinanced, renewed,
replaced, defeased or refunded (plus the amount of reasonable expenses incurred
in connection therewith); (ii) such Permitted Refinancing Indebtedness has a
final maturity date later than the final maturity date of, and has a Weighted
Average Life to Maturity equal to or greater than the Weighted Average Life to
Maturity of, the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded; (iii) if the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded is subordinated in right of payment to
the Notes, such Permitted Refinancing Indebtedness has a final maturity date
later than the final maturity date of, and is expressly subordinated in right of
payment to, the Notes on terms at least as favorable to the Holders of the Notes
as those contained in the documentation governing the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded; and (iv) such
Indebtedness is incurred either by the Company or the Restricted Subsidiary who
is the obligor on the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded.

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

          "Project Subsidiary" means any Subsidiary of the Company formed to
develop, own and operate undersea fiber optic telecommunications cable systems.

          "Preferred Stock," of any person, means Capital Stock of such Person
of any class or series (however designated) that ranks prior, as to payment of
dividends or as to the distribution of assets
<PAGE>

                                                                              16


upon any voluntary or involuntary liquidation, dissolution or winding up of such
Person, to shares of Capital Stock of any other class or series of such Person.

          "Private Placement Legend" means the legend set forth in Section
2.06(g)(i) to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

          "Purchase Money Indebtedness" means Indebtedness (including Acquired
Debt and Capital Lease Obligations, mortgage financings and purchase money
obligations) incurred for the purpose of financing all or any part of the cost
of construction, financing, installation, acquisition, lease, development,
design, engineering, financing, testing, start-up, upgrade, completion or
improvement of any assets used or useful in a Permitted Business, including any
related notes, guarantees, collateral documents, instruments and agreements
executed in connection therewith, as the same may be amended, supplemented,
modified or restated from time to time.

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

          "Qualified Receivables Transaction" means any transaction or series of
transactions that may be entered into by the Company or any of its Subsidiaries
pursuant to which the Company or any of its Subsidiaries may sell, convey or
otherwise transfer to (a) a Receivables Entity (in the case of a transfer by the
Company or any of its Subsidiaries) and (b) any other Person (in the case of a
transfer by a Receivables Entity), or may grant a security interest in, any
receivables (whether now existing or arising in the future) of the Company or
any of its Subsidiaries, and any assets related thereto including, without
limitation, all collateral securing such receivables, all contracts and all
guarantees or other obligations in respect of such receivables, and the proceeds
of such receivables.

          "Receivables Entity" means a Wholly Owned Subsidiary of the Company
(or another Person in which the Company or any Subsidiary of the Company may
make an Investment and to which the Company or any Subsidiary of the Company
transfers receivables and related assets) which engages in no activities other
than in connection with the financing of receivables and which is designated by
the Board of Directors (as provided below) as a Receivables Entity, (a) no
portion of the Indebtedness or any other Obligations (contingent or otherwise)
of which (i) is guaranteed by the Company or any Subsidiary of the Company
(excluding guarantees of Obligations (other than the principal of, and interest
on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is
recourse to or obligates the Company or any Subsidiary of the Company in any way
other than pursuant to Standard Securitization Undertakings or (iii) subjects
any property or asset of the Company or any Subsidiary of the Company, directly
or indirectly, contingently or otherwise, to the satisfaction thereof, other
than pursuant to Standard Securitization Undertakings, (b) with which neither
the Company nor any Subsidiary of the Company has any material contract,
agreement, arrangement or understanding other than on terms no less favorable to
the Company or such Subsidiary than those that might be obtained at the time
from Persons that are not Affiliates of the Company, other than fees payable in
the ordinary course of business in connection with servicing receivables, and
(c) to which neither the Company nor any Subsidiary of the Company has any
obligation to maintain or preserve such entity's financial
<PAGE>

                                                                              17


condition or cause such entity to achieve certain levels of operating results.
Any such designation by the Board of Directors shall be evidenced to the Trustee
by filing with the Trustee a certified copy of the resolution of the Board of
Directors giving effect to such designation and an Officers' Certificate
certifying that such designation complied with the foregoing conditions.

          "Related Taxes" means any taxes, charges or assessments, including,
but not limited to, sales, use, transfer, rental, ad valorem, value-added,
stamp, property, consumption, franchise, license, capital, net worth, gross
receipts, excise, occupancy, intangibles or similar taxes, charges or
assessments (other than taxes measured by income and withholding imposed on
payments made by GCL required to be paid by GCL by virtue of its being
incorporated or having Capital Stock outstanding (but not by virtue of owning
stock or other equity interests of any corporation or other entity other than
the Company or any of its Subsidiaries), or being a holding company parent of
the Company or receiving dividends from or other distributions in respect of the
Capital Stock of the Company, or having guaranteed any obligations of the
Company of any Subsidiary thereof, or having made any payment in respect of any
of the items for which the Company is permitted to make payments to GCL pursuant
to the covenant described under Section 4.07 hereof.

          "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of the date hereof, by and among the Company and the other
parties named on the signature pages thereof, as such agreement may be amended,
modified or supplemented from time to time.

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

          "Regulation S Global Note" means a Regulation S Temporary Global Note
or Regulation S Permanent Global Note, as appropriate.

          "Regulation S Permanent Global Note" means a permanent global Note in
the form of Exhibit A-1 or A-3 hereto bearing the Global Note Legend and the
            -----------    ---
Private Placement Legend and deposited with or on behalf of and registered in
the name of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Regulation S Temporary Global Note upon
expiration of the Restricted Period.

          "Regulation S Temporary Global Note" means a temporary global Note in
the form of Exhibit A-2 or A-4 hereto bearing the Private Placement Legend and
            -----------    ---
deposited with or on behalf of and registered in the name of the Depositary or
its nominee, issued in a denomination equal to the outstanding principal amount
of the Notes initially sold in reliance on Rule 903 of Regulation S.

          "Responsible Officer," when used with respect to the Trustee, means
any officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.
<PAGE>

                                                                              18


          "Restricted Broker-Dealer" has the meaning set forth in the
Registration Rights Agreement.

          "Restricted Definitive Note" means a Definitive Note bearing the
Private Placement Legend.

          "Restricted Global Note" means a Global Note bearing the Private
Placement Legend.

          "Restricted Investment" means an Investment other than a Permitted
Investment.

          "Restricted Period" means the 40-day restricted period as defined in
Regulation S.

          "Restricted Subsidiary" of a Person means any Subsidiary of the
referent Person that is not an Unrestricted Subsidiary and, with respect to
Pacific Crossing Ltd. and all of its direct and indirect Subsidiaries (the "PC-1
Companies"), upon designation thereof by the Board of Directors as "Restricted
Subsidiaries," whether or not the PC-1 Companies meet the 50% test specified in
the definition of "Subsidiary"; provided, however, that GCL and Frontier shall
be Restricted Subsidiaries of the Company and provided further, however, that
the Company at its election may also designate any other Subsidiary of GCL and
any Subsidiary of Frontier as a Restricted Subsidiary hereunder.

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

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

          "Rule 903" means Rule 903 promulgated under the Securities Act.

          "Rule 904" means Rule 904 promulgated the Securities Act.

          "SEC" means the Securities and Exchange Commission.

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

          "Series A Notes" has the meaning assigned to it in the preamble to
this Indenture.

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


          "Significant Subsidiary" means any Restricted Subsidiary that would be
a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date of this Indenture.
<PAGE>

                                                                              19


          "Special Interest" means all special interest then owing pursuant to
Section 5 of the Registration Rights Agreement.

          "Standard Securitization Undertakings" means representations,
warranties, covenants and indemnities entered into by the Company or any
Subsidiary of the Company which are reasonably customary in securitization of
receivables transactions.

          "Stated Maturity" means, with respect to any installment of interest
or principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

          "Subsidiary" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of that Person (or a combination
thereof) and (ii) any partnership (a) the sole general partner or the managing
general partner of which is such Person or a Subsidiary of such Person or (b)
the only general partners of which are such Person or of one or more
Subsidiaries of such Person (or any combination thereof).

          "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. (S)(S) 77aaa-
77bbbb) as in effect on the date on which this Indenture is qualified under the
TIA.

          "Treasury Rate" means, (x) with respect to the calculation of the
Applicable Premium for any Note Due 2009 as of any Redemption Date, the yield to
maturity as of such Redemption Date of United States Treasury securities with a
constant maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15 (519) that has become publicly available at least two
Business Days prior to the Redemption Date (or, if such Statistical Release is
no longer published, any publicly available source of similar market data)) most
nearly equal to the period from the Redemption Date to November 15, 2004;
provided, however, that if the period from the Redemption Date to November 15,
2004 is less than one year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant maturity of one year shall be
used; and (y) with respect to the calculation of the Applicable Premium for any
Note Due 2006 as of any Redemption Date, the yield to maturity as of such
Redemption Date of United States Treasury securities with a constant maturity
(as compiled and published in the most recent Federal Reserve Statistical
Release H.15 (519) that has become publicly available at least two Business Days
prior to the Redemption Date (or, if such Statistical Release is no longer
published, any publicly available source of similar market data)) most nearly
equal to the period from the Redemption Date to November 15, 2006; provided,
however, that if the period from the Redemption Date to November 15, 2006 is
less than one year, the weekly average yield on actually traded United States
Treasury securities adjusted to a constant maturity of one year shall be used.
<PAGE>

                                                                              20

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

          "Unrestricted Definitive Note" means one or more Definitive Notes that
do not bear and are not required to bear the Private Placement Legend.

          "Unrestricted Global Note" means a permanent global Note in the form
of Exhibit A-1 or A-3 attached hereto that bears the Global Note Legend and that
   -----------    ---
has the "Schedule of Exchanges of Interests in the Global Note" attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

          "Unrestricted Subsidiary" means (i) any Subsidiary of the Company that
is designated by the Board of Directors as an Unrestricted Subsidiary pursuant
to a Board Resolution; but only to the extent that such Subsidiary: (a) has no
Indebtedness other than Non-Recourse Debt; (b) is a Person with respect to which
neither the Company nor any of its Restricted Subsidiaries has any direct or
indirect obligation to maintain or preserve such Person's financial condition or
to cause such Person to achieve any specified levels of operating results; and
(c) has not guaranteed or otherwise directly or indirectly provided credit
support for any Indebtedness of the Company or any of its Restricted
Subsidiaries. Any such designation by the Board of Directors shall be evidenced
by filing with the Trustee a certified copy of the Board Resolution giving
effect to such designation and an Officers' Certificate certifying that such
designation complied with the foregoing conditions and was permitted under
Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to
meet the foregoing requirements as an Unrestricted Subsidiary, it shall
thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture
and any Indebtedness of such Subsidiary shall be deemed to be incurred by a
Restricted Subsidiary of the Company as of such date (and, if such Indebtedness
is not permitted to be incurred as of such date under Section 4.09 hereof, the
Company shall be in default of such covenant). The Board of Directors of the
Company may at any time designate any Unrestricted Subsidiary to be a Restricted
Subsidiary; provided that such designation shall be deemed to be an incurrence
of Indebtedness by a Restricted Subsidiary of the Company of any outstanding
Indebtedness of such Unrestricted Subsidiary and such designation shall only be
permitted if (i) such Indebtedness is permitted under Section 4.09 hereof,
calculated on a pro forma basis as if such designation had occurred at the
beginning of the four-quarter reference period, and (ii) no Default or Event of
Default would be in existence following such designation. As of the date hereof,
all of the PC-1 Subsidiaries are Unrestricted Subsidiaries.

          "U.S. Person" means a U.S. person as defined in Rule 902(o) under the
Securities Act.

          "Voting Stock" of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.
<PAGE>

                                                                              21


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

          "Wholly Owned Restricted Subsidiary" of any Person means a Restricted
Subsidiary of such Person all of the outstanding Capital Stock or other
ownership interests of which (other than directors' qualifying shares) shall at
the time be owned by such Person or by one or more Wholly Owned Restricted
Subsidiaries of such Person and one or more Wholly Owned Restricted Subsidiaries
of such Person.

Section 1.02.  Other Definitions.

                                                       Defined in
          Term                                          Section
          ----                                         ----------

       "Additional Amounts"                               3.09

       "Affiliate Transaction"                            4.11

       "Asset Sale Offer"                                 4.10

       "Authentication Order"                             2.02

       "Change in Tax Law"                                3.08

       "Change of Control Offer"                          4.15

       "Change of Control Payment"                        4.15

       "Change of Control Payment Date"                   4.15

       "Covenant Defeasance"                              8.03

       "Designation"                                      4.07

       "Event of Default"                                 6.01

       "Excess Proceeds"                                  4.10

       "incur"                                            4.09
<PAGE>

                                                                              22


       "Legal Defeasance"                                 8.02

       "Offer Amount"                                     3.11

       "Offer Period"                                     3.11

       "Paying Agent"                                     2.03

       "Permitted Indebtedness"                           4.09

       "Purchase Date"                                    3.11

       "Redemption Date"                                  3.07

       "Registrar"                                        2.03

       "Restricted Payments"                              4.07

       "Revocation"                                       4.07


Section 1.03.  Trust Indenture Act Definitions

               Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.

               The following TIA terms used in this Indenture have the following
meanings:

               "indenture securities" means the Notes;

               "indenture security Holder" means a Holder of a Note;

               "indenture to be qualified" means this Indenture;

               "indenture trustee" or "institutional trustee" means the Trustee;
and

               "obligor" on the Notes means the Company and any successor
obligor upon the Notes.

               All other terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by SEC rule under
the TIA have the meanings so assigned to them.

Section 1.04.  Rules of Construction.
<PAGE>

                                                                              23

          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 GAAP;

          (3) "or" is not exclusive;

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

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

          (6) references to sections of or rules under the Securities Act shall
     be deemed to include substitute, replacement of successor sections or rules
     adopted by the SEC from time to time.


                             ARTICLE 2. THE NOTES

Section 2.01.  Form and Dating.

          (a)  General.

          The Notes and the Trustee's certificate of authentication shall be
substantially in the form of Exhibits A-1, A-2, A-3 and A-4 hereto.  The Notes
                             ------------  ---  ---     ---
may have notations, legends or endorsements required by law, stock exchange rule
or usage or agreements to which the Company is subject.  Each Note shall be
dated the date of its authentication.  The Notes shall be in denominations of
$1,000 and integral multiples thereof.

          The terms and provisions contained in the Notes shall constitute, and
are hereby expressly made, a part of this Indenture and the Company, the
Guarantors and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby.  However,
to the extent any provision of any Note conflicts with the express provisions of
this Indenture, the provisions of this Indenture shall govern and be
controlling.

          (b)  Global Notes.

          Notes issued in global form shall be substantially in the form of

Exhibits A-1, A-2, A-3 or A-4 attached hereto (including the Global Note Legend
------------  ---  ---    ---
thereon and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto).  Notes issued in definitive form shall be substantially in the form of

Exhibit A-1 or A-3 attached hereto (but without the Global Note Legend thereon
-----------    ---
and without the ASchedule of Exchanges of Interests in the Global Note" attached
thereto).  Each Global Note
<PAGE>

                                                                              24

shall represent such of the outstanding Notes as shall be specified therein and
each shall provide that it shall represent the aggregate principal amount of
outstanding Notes from time to time endorsed thereon and that the aggregate
principal amount of outstanding Notes represented thereby may from time to time
be reduced or increased, as appropriate, to reflect exchanges and redemptions.
Any endorsement of a Global Note to reflect the amount of any increase or
decrease in the aggregate principal amount of outstanding Notes represented
thereby shall be made by the Trustee or the Note Custodian, at the direction of
the Trustee, in accordance with instructions given by the Holder thereof as
required by Section 2.06 hereof.

          (c)  Temporary Global Notes.

          Notes offered and sold in reliance on Regulation S shall be issued
initially in the form of the Regulation S Temporary Global Note, which shall be
deposited on behalf of the purchasers of the Notes represented thereby with the
Trustee, at its New York office, as custodian for the Depositary, and registered
in the name of the Depositary or the nominee of the Depositary for the accounts
of designated agents holding on behalf of Euroclear or CEDEL, duly executed by
the Company and authenticated by the Trustee as hereinafter provided.  The
Restricted Period shall be terminated upon the receipt by the Trustee of (i) a
written certificate from the Depositary, together with copies of certificates
from Euroclear and CEDEL certifying that they have received certification of
non-United States beneficial ownership of 100% of the aggregate principal amount
of the Regulation S Temporary Global Note (except to the extent of any
beneficial owners thereof who acquired an interest therein during the Restricted
Period pursuant to another exemption from registration under the Securities Act
and who will take delivery of a beneficial ownership interest in a 144A Global
Note bearing a Private Placement Legend, all as contemplated by Section
2.06(a)(ii) hereof), and (ii) an Officers= Certificate from the Company.
Following the termination of the Restricted Period, beneficial interests in the
Regulation S Temporary Global Note shall be exchanged for beneficial interests
in Regulation S Permanent Global Notes pursuant to the Applicable Procedures.
Simultaneously with the authentication of Regulation S Permanent Global Notes,
the Trustee shall cancel the Regulation S Temporary Global Note.  The aggregate
principal amount of the Regulation S Temporary Global Note and the Regulation S
Permanent Global Notes may from time to time be increased or decreased by
adjustments made on the records of the Trustee and the Depositary or its
nominee, as the case may be, in connection with transfers of interest as
hereinafter provided.

          (d)  Euroclear and CEDEL Procedures Applicable.

          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 CEDEL" and "Customer Handbook" of CEDEL shall be applicable to
transfers of beneficial interests in the Regulation S Temporary Global Note and
the Regulation S Permanent Global Notes that are held by Participants through
Euroclear or CEDEL.
<PAGE>

                                                                              25

Section 2.02.  Execution and Authentication.

          Two Officers shall sign the Notes for the Company by manual or
facsimile signature. It is not necessary for the Company=s seal to be impressed,
affixed, imprinted or reproduced on the Notes.

          If an Officer whose signature is on a Note no longer holds that office
at the time a Note is authenticated, the Note shall nevertheless be valid.

          A Note shall not be valid until authenticated by the manual signature
of the Trustee.  The signature shall be conclusive evidence that the Note has
been authenticated under this Indenture.

          The Trustee shall, upon a written order of the Company signed by two
Officers (an "Authentication Order"), authenticate Notes for original issue up
to the aggregate principal amount stated in paragraph 4 of the Notes.  The
aggregate principal amount of Notes outstanding at any time may not exceed such
amount except as provided in Section 2.07 hereof.

          The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes.  An authenticating agent may authenticate Notes
whenever the Trustee may do so.  Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent.  An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Company.

Section 2.03.  Registrar and Paying Agent.

          The Company shall maintain an office or agency where Notes of each
tranche may be presented for registration of transfer or for exchange
("Registrar") and an office or agency where Notes of each tranche may be
presented for payment ("Paying Agent").  The Registrar for each tranche of Notes
shall keep a register of the Notes of such tranche and of their transfer and
exchange.  The Company may appoint one or more co-Registrars and one or more
additional paying agents for each tranche of Notes.  The term ARegistrar"
includes any co-registrar and the term APaying Agent" includes any additional
paying agent.  The Company may change any Paying Agent or Registrar without
notice to any Holder.  The Company shall notify the Trustee in writing of the
name and address of any Agent not a party to this Indenture.  If the Company
fails to appoint or maintain another entity as Registrar or Paying Agent, the
Trustee shall act as such.  The Company or any of its Subsidiaries may act as
Paying Agent or Registrar.

          The Company initially appoints The Depository Trust Company ("DTC") to
act as Depositary with respect to the Global Notes.

          The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Note Custodian with respect to the Global Notes.

          The Trustee is authorized to enter into a letter of representations
with DTC in the form provided to the Trustee by the Company and to act in
accordance with such letter.
<PAGE>

                                                                              26

Section 2.04.  Paying Agent to Hold Money in Trust.

          The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium or Special Interest, if any, or interest on the Notes, and
will notify the Trustee of any default by the Company in making any such
payment.  While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee.  The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee.  Upon payment
over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary) shall have no further liability for the money.  If the Company or a
Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of the Holders all money held by it as Paying Agent.  Upon
any bankruptcy or reorganization proceedings relating to the Company, the
Trustee shall serve as Paying Agent for the Notes.

Section 2.05.  Holder Lists.

          The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders, separately by tranche, and shall otherwise comply with TIA '
312(a).  If the Trustee is not the Registrar, the Company shall furnish to the
Trustee at least seven Business Days before each interest payment date and at
such other times as the Trustee may request in writing, a list in such form and
as of such date as the Trustee may reasonably require of the names and addresses
of the Holders of Notes, separately by tranche, and the Company shall otherwise
comply with TIA ' 312(a).

Section 2.06.  Transfer and Exchange.

          (a)  Transfer and Exchange of Global Notes.

          A Global Note may not be transferred as a whole except by the
Depositary to a nominee of the Depositary, by a nominee of the Depositary to the
Depositary or to another nominee of the Depositary, the Depositary or any such
nominee to a successor Depositary or a nominee of such successor Depositary.
All Global Notes of a tranche will be exchanged by the Company for Definitive
Notes of the same tranche if (i) the Company delivers to the Trustee notice from
the Depositary that it is unwilling or unable to continue to act as Depositary
or that it is no longer a clearing agency registered under the Exchange Act and,
in either case, a successor Depositary is not appointed by the Company within
120 days after the date of such notice from the Depositary or (ii) the Company
in its sole discretion determines that the Global Notes of such tranche (in
whole but not in part) should be exchanged for Definitive Notes and delivers a
written notice to such effect to the Trustee; provided that in no event shall a
Regulation S Temporary Global Note be exchanged by the Company for Definitive
Notes prior to (x) the expiration of the Restricted Period and (y) the receipt
by the Registrar of any certificates determined by the Company to be required
pursuant to Rule 903(c)(3)(ii)(B) under the Securities Act.  Upon the occurrence
of either of the preceding events in (i) or (ii) above, Definitive Notes shall
be issued in such names as the Depositary shall instruct the Trustee.  Global
Notes also may be
<PAGE>

                                                                              27

exchanged or replaced, in whole or in part, as provided in Sections 2.07 and
2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu
of, a Global Note of the same tranche or any portion thereof, pursuant to this
Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and
delivered in the form of, and shall be, a Global Note. A Global Note may not be
exchanged for another Note other than as provided in this Section 2.06(a),
however, beneficial interests in a Global Note may be transferred and exchanged
as provided in Section 2.06(b),(c) or (f) hereof.

          (b)  Transfer and Exchange of Beneficial Interests in the Global
Notes.

          The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of
this Indenture and the Applicable Procedures.  Beneficial interests in the
Restricted Global Notes shall be subject to restrictions on transfer comparable
to those set forth herein to the extent required by the Securities Act.
Transfers of beneficial interests in the Global Notes also shall require
compliance with either subparagraph (i) or (ii) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:

          (i)  Transfer of Beneficial Interests in the Same Global Note.
     Beneficial interests in any Restricted Global Note may be transferred to
     Persons who take delivery thereof in the form of a beneficial interest in
     the same Restricted Global Note in accordance with the transfer
     restrictions set forth in the Private Placement Legend; provided, however,
     that prior to the expiration of the Restricted Period, transfers of
     beneficial interests in the Temporary Regulation S Global Notes may not be
     made to a U.S. Person or for the account or benefit of a U.S. Person (other
     than an Initial Purchaser).  Beneficial interests in any Unrestricted
     Global Note may be transferred to Persons who take delivery thereof in the
     form of a beneficial interest in an Unrestricted Global Note of the same
     tranche.  No written orders or instructions shall be required to be
     delivered to the Registrar to effect the transfers described in this
     Section 2.06(b)(i).

          (ii) All Other Transfers and Exchanges of Beneficial Interests in
     Global Notes.  In connection with all transfers and exchanges of beneficial
     interests that are not subject to Section 2.06(b)(i) above, the transferor
     of such beneficial interest must deliver to the Depositary either (A) (1) a
     written order from a Participant or an Indirect Participant given to the
     Depositary in accordance with the Applicable Procedures directing the
     Depositary to credit or cause to be credited a beneficial interest in
     another Global Note of the same tranche in an amount equal to the
     beneficial interest to be transferred or exchanged and (2) instructions
     given in accordance with the Applicable Procedures containing information
     regarding the Participant account to be credited with such increase or (B)
     (1) a written order from a Participant or an Indirect Participant given to
     the Depositary in accordance with the Applicable Procedures directing the
     Depositary to cause to be issued a Definitive Note of the same tranche in
     an amount equal to the beneficial interest to be transferred or exchanged
     and (2) instructions given by the Depositary to the Registrar containing
     information regarding the Person in whose name such Definitive Note shall
     be registered to effect the transfer or exchange referred to in (1) above,
     provided that in no event shall Definitive Notes be issued upon the
     transfer or
<PAGE>

                                                                              28

     exchange of beneficial interests in a Regulation S Temporary
     Global Note prior to (x) the expiration of the Restricted Period and (y)
     the receipt by the Registrar of any certificates determined by the Company
     to be required pursuant to Rule 903 under the Securities Act.  Upon
     consummation of an Exchange Offer by the Company in accordance with Section
     2.06(f) hereof, the requirements of this Section 2.06(b)(ii) shall be
     deemed to have been satisfied upon receipt by the Registrar of the
     instructions contained in the Letter of Transmittal delivered by the Holder
     of such beneficial interests in the Restricted Global Notes.  Upon
     satisfaction of all of the requirements for transfer or exchange of
     beneficial interests in Global Notes contained in this Indenture and the
     Notes or otherwise applicable under the Securities Act, the Trustee shall
     adjust the principal amount of the relevant Global Note(s) pursuant to
     Section 2.06(h) hereof.

          (iii)  Transfer of Beneficial Interests to Another Restricted Global
     Note.  A beneficial interest in any Restricted Global Note may be
     transferred to a Person who takes delivery thereof in the form of a
     beneficial interest in another Restricted Global Note of the same tranche
     if the transfer complies with the requirements of Section 2.06(b)(ii) above
     and the Registrar receives the following:

                 (A) if the transferee will take delivery in the form of a
          beneficial interest in a 144A Global Note of the same tranche, then
          the transferor must deliver a certificate in the form of Exhibit B
                                                                   ---------
          hereto, including the certifications in item (1) thereof; and

                 (B) if the transferee will take delivery in the form of a
          beneficial interest in a Regulation S Temporary Global Note of the
          same tranche or a Regulation S Global Note of the same tranche, then
          the transferor must deliver a certificate in the form of Exhibit B
                                                                   ---------
          hereto, including the certifications in item (2) thereof.

          (iv)   Transfer and Exchange of Beneficial Interests in a Restricted
     Global Note for Beneficial Interests in the Unrestricted Global Note.  A
     beneficial interest in any Restricted Global Note may be exchanged by any
     holder thereof for a beneficial interest in an Unrestricted Global Note of
     the same tranche or transferred to a Person who takes delivery thereof in
     the form of a beneficial interest in an Unrestricted Global Note of the
     same tranche if the exchange or transfer complies with the requirements of
     Section 2.06(b)(ii) above and:

                 (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the holder of the beneficial interest to be transferred, in the
          case of an exchange, or the transferee, in the case of a transfer,
          certifies in the applicable Letter of Transmittal or via the
          Depositary's book-entry system that it is not (1) a broker-dealer, (2)
          a Person participating in the distribution of the Exchange Notes or
          (3) a Person who is an affiliate (as defined in Rule 144) of the
          Company;

                 (B) such transfer is effected pursuant to the Shelf
          Registration Statement in accordance with the Registration Rights
          Agreement;
<PAGE>

                                                                              29

               (C) such transfer is effected by a Restricted Broker-Dealer
          pursuant to the Exchange Offer Registration Statement in accordance
          with the Registration Rights Agreement; or

               (D) the Registrar receives the following:

                   (1) if the holder of such beneficial interest in a
          Restricted Global Note proposes to exchange such beneficial interest
          for a beneficial interest in an Unrestricted Global Note of the same
          tranche, a certificate from such holder in the form of Exhibit C
                                                                 ---------
          hereto, including the certifications in item (1)(a) thereof; or

                   (2) if the holder of such beneficial interest in a
          Restricted Global Note proposes to transfer such beneficial interest
          to a Person who shall take delivery thereof in the form of a
          beneficial interest in an Unrestricted Global Note of the same
          tranche, a certificate from such holder in the form of Exhibit B
                                                                 ---------
          hereto, including the certifications in item (4) thereof;

     and, in each such case set forth in this subparagraph (D), if the Registrar
     so requests or if the Applicable Procedures so require, an Opinion of
     Counsel in form reasonably acceptable to the Registrar to the effect that
     such exchange or transfer is in compliance with the Securities Act and that
     the restrictions on transfer contained herein and in the Private Placement
     Legend are no longer required in order to maintain compliance with the
     Securities Act.

          If any such transfer is effected pursuant to subparagraph (B) or (D)
above at a time when an Unrestricted Global Note has not yet been issued, the
Company shall issue and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes of the same tranche in an aggregate principal amount
equal to the aggregate principal amount of beneficial interests transferred
pursuant to subparagraph (B) or (D) above.

          Beneficial interests in an Unrestricted Global Note cannot be
exchanged for, or transferred to Persons who take delivery thereof in the form
of, a beneficial interest in a Restricted Global Note.

          (c)  Transfer or Exchange of Beneficial Interests for Definitive
Notes.

          (i)  Beneficial Interests in Restricted Global Notes to Restricted
     Definitive Notes.  If any holder of a beneficial interest in a Restricted
     Global Note proposes to exchange such beneficial interest for a Restricted
     Definitive Note of the same tranche or to transfer such beneficial interest
     to a Person who takes delivery thereof in the form of a Restricted
     Definitive Note of the same tranche, then, upon receipt by the Registrar of
     the following documentation:

               (A) if the holder of such beneficial interest in a Restricted
          Global Note proposes to exchange such beneficial interest for a
          Restricted Definitive Note of the
<PAGE>

                                                                              30

          same tranche, a certificate from such holder in the form of Exhibit C
                                                                      ---------
          hereto, including the certifications in item (2)(a) thereof;

               (B) if such beneficial interest is being transferred to a QIB in
          accordance with Rule 144A, a certificate to the effect set forth in

          Exhibit B hereto, including the certifications in item (1) thereof;
          ---------

               (C) if such beneficial interest is being transferred to a Non-
          U.S. Person in an offshore transaction in accordance with Rule 903 or
          Rule 904, a certificate to the effect set forth in Exhibit B hereto,
                                                             ---------
          including the certifications in item (2) thereof;

               (D) if such beneficial interest is being transferred pursuant to
          an exemption from the registration requirements of the Securities Act
          in accordance with Rule 144, a certificate to the effect set forth in
          Exhibit B hereto, including the certifications in item (3)(a) thereof;
          ---------

               (E) if such beneficial interest is being transferred to the
          Company or any of its Subsidiaries, a certificate to the effect set
          forth in Exhibit B hereto, including the certifications in item (3)(b)
                   ---------
          thereof; or

               (F) if such beneficial interest is being transferred pursuant to
          an effective registration statement under the Securities Act, a
          certificate to the effect set forth in Exhibit B hereto, including the
                                                 ---------
          certifications in item (3)(c) thereof,

     the Trustee shall cause the aggregate principal amount of the applicable
     Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof,
     and the Company shall execute and the Trustee shall authenticate and
     deliver to the Person designated in the instructions a Definitive Note of
     the same tranche in the appropriate principal amount.  Any Definitive Note
     issued in exchange for a beneficial interest in a Restricted Global Note
     pursuant to this Section 2.06(c) shall be registered in such name or names
     and in such authorized denomination or denominations as the holder of such
     beneficial interest shall instruct the Registrar through instructions from
     the Depositary and the Participant or Indirect Participant.  The Trustee
     shall make available for delivery such Definitive Notes to the Persons in
     whose names such Notes are so registered.  Any Definitive Note issued in
     exchange for a beneficial interest in a Restricted Global Note of the same
     tranche pursuant to this Section 2.06(c)(i) shall bear the Private
     Placement Legend and shall be subject to all restrictions on transfer
     contained therein.

          (ii) Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a
     beneficial interest in a Regulation S Temporary Global Note may not be
     exchanged for a Definitive Note or transferred to a Person who takes
     delivery thereof in the form of a Definitive Note prior to (x) the
     expiration of the Restricted Period and (y) the receipt by the Registrar of
     any certificates determined by the Company to be required pursuant to Rule
     903(c)(3)(ii)(B) under the Securities
<PAGE>

                                                                              31

     Act, except in the case of a transfer pursuant to an exemption from the
     registration requirements of the Securities Act other than Rule 903 or Rule
     904.

          (iii)  Beneficial Interests in Restricted Global Notes to Unrestricted
     Definitive Notes.  A holder of a beneficial interest in a Restricted Global
     Note may exchange such beneficial interest for an Unrestricted Definitive
     Note of the same tranche or may transfer such beneficial interest to a
     Person who takes delivery thereof in the form of an Unrestricted Definitive
     Note of the same tranche only if:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the holder of such beneficial interest, in the case of an
          exchange, or the transferee, in the case of a transfer, certifies in
          the applicable Letter of Transmittal that it is not (1) a broker-
          dealer, (2) a Person participating in the distribution of the Exchange
          Notes or (3) a Person who is an affiliate (as defined in Rule 144) of
          the Company;

               (B) such transfer is effected pursuant to the Shelf Registration
          Statement in accordance with the Registration Rights Agreement;

               (C) such transfer is effected by a Restricted Broker-Dealer
          pursuant to the Exchange Offer Registration Statement in accordance
          with the Registration Rights Agreement; or

               (D) the Registrar receives the following:

                   (1) if the holder of such beneficial interest in a
          Restricted Global Note proposes to exchange such beneficial interest
          for a Definitive Note of the same tranche that does not bear the
          Private Placement Legend, a certificate from such holder in the form
          of Exhibit C hereto, including the certifications in item (1)(b)
             ---------
          thereof; or

                   (2) if the holder of such beneficial interest in a
          Restricted Global Note proposes to transfer such beneficial interest
          to a Person who shall take delivery thereof in the form of a
          Definitive Note of the same tranche that does not bear the Private
          Placement Legend, a certificate from such holder in the form of

          Exhibit B hereto, including the certifications in item (4) thereof;
          ---------

     and, in each such case set forth in this subparagraph (D), if the Registrar
     so requests or if the Applicable Procedures so require, an Opinion of
     Counsel in form reasonably acceptable to the Registrar to the effect that
     such exchange or transfer is in compliance with the Securities Act and that
     the restrictions on transfer contained herein and in the Private Placement
     Legend are no longer required in order to maintain compliance with the
     Securities Act.
<PAGE>

                                                                              32



       (iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted
  Definitive Notes.  If any holder of a beneficial interest in an Unrestricted
  Global Note proposes to exchange such beneficial interest for a Definitive
  Note of the same tranche or to transfer such beneficial interest to a Person
  who takes delivery thereof in the form of a Definitive Note of the same
  tranche, then, upon satisfaction of the conditions set forth in Section
  2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of
  the applicable Global Note to be reduced accordingly pursuant to Section
  2.06(h) hereof, and the Company shall execute and the Trustee shall
  authenticate and make available for delivery to the Person designated in the
  instructions a Definitive Note of the same tranche in the appropriate
  principal amount.  Any Definitive Note issued in exchange for a beneficial
  interest pursuant to this Section 2.06(c)(iii) shall be registered in such
  name or names and in such authorized denomination or denominations as the
  holder of such beneficial interest shall instruct the Registrar through
  instructions from the Depositary and the Participant or Indirect Participant.
  The Trustee shall make available for delivery such Definitive Notes to the
  Persons in whose names such Notes are so registered.  Any Definitive Note
  issued in exchange for a beneficial interest pursuant to this Section
  2.06(c)(iii) shall not bear the Private Placement Legend.

       (d)  Transfer and Exchange of Definitive Notes for Beneficial Interests.

       (i)  Restricted Definitive Notes to Beneficial Interests in Restricted
  Global Notes.  If any Holder of a Restricted Definitive Note proposes to
  exchange such Note for a beneficial interest in a Restricted Global Note of
  the same tranche or to transfer such Restricted Definitive Notes to a Person
  who takes delivery thereof in the form of a beneficial interest in a
  Restricted Global Note of the same tranche, then, upon receipt by the
  Registrar of the following documentation:

            (A)  if the Holder of such Restricted Definitive Note proposes to
       exchange such Note for a beneficial interest in a Restricted Global Note
       of the same tranche, a certificate from such Holder in the form of
       Exhibit C hereto, including the certifications in item (2)(b) thereof;
       ---------

            (B)  if such Restricted Definitive Note is being transferred to a
       QIB in accordance with Rule 144A, a certificate to the effect set forth
       in Exhibit B hereto, including the certifications in item (1) thereof;
          ---------

            (C)  if such Restricted Definitive Note is being transferred to a
       Non-U.S. Person in an offshore transaction in accordance with Rule 903 or
       Rule 904, a certificate to the effect set forth in Exhibit B hereto,
                                                          ---------
       including the certifications in item (2) thereof;

            (D)  if such Restricted Definitive Note is being transferred
       pursuant to an exemption from the registration requirements of the
       Securities Act in accordance with Rule 144, a certificate to the effect
       set forth in Exhibit B hereto, including the certifications in item
                    ---------
       (3)(a) thereof;
<PAGE>

                                                                              33


            (E)  if such Restricted Definitive Note is being transferred to the
       Company or any of its Subsidiaries, a certificate to the effect set forth
       in Exhibit B hereto, including the certifications in item (3)(b) thereof;
          ---------
       or

            (F)  if such Restricted Definitive Note is being transferred
       pursuant to an effective registration statement under the Securities Act,
       a certificate to the effect set forth in Exhibit B hereto, including the
                                                ---------
       certifications in item (3)(c) thereof,

  the Trustee shall cancel the Restricted Definitive Note, increase or cause to
  be increased the aggregate principal amount of, in the case of clause (A)
  above, the appropriate Restricted Global Note of the same tranche, in the case
  of clause (B) above, the 144A Global Note of the same tranche, and in the case
  of clause (C) above, the Regulation S Global Note of the same tranche.

       (ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted
  Global Notes.  A Holder of a Restricted Definitive Note may exchange such Note
  for a beneficial interest in an Unrestricted Global Note of the same tranche
  or transfer such Restricted Definitive Note to a Person who takes delivery
  thereof in the form of a beneficial interest in an Unrestricted Global Note of
  the same tranche only if:

            (A) such exchange or transfer is effected pursuant to the Exchange
       Offer in accordance with the Registration Rights Agreement and the
       Holder, in the case of an exchange, or the transferee, in the case of a
       transfer, certifies in the applicable Letter of Transmittal that it is
       not (1) a broker-dealer, (2) a Person participating in the distribution
       of the Exchange Notes or (3) a Person who is an affiliate (as defined in
       Rule 144) of the Company;

            (B) such transfer is effected pursuant to the Shelf Registration
       Statement in accordance with the Registration Rights Agreement;

            (C) such transfer is effected by a Restricted Broker-Dealer pursuant
       to the Exchange Offer Registration Statement in accordance with the
       Registration Rights Agreement; or

            (D) the Registrar receives the following:

                (1) if the Holder of such Definitive Notes proposes to exchange
       such Notes for a beneficial interest in the Unrestricted Global Note of
       the same tranche, a certificate from such Holder in the form of Exhibit C
                                                                       ---------
       hereto, including the certifications in item (1)(c) thereof; or

                (2) if the Holder of such Definitive Notes proposes to transfer
       such Notes to a Person who shall take delivery thereof in the form of a
       beneficial interest in the Unrestricted Global Note of the same tranche,
       a certificate from such Holder in the form of Exhibit B hereto, including
                                                     ---------
       the certifications in item (4) thereof;
<PAGE>

                                                                              34


  and, in each such case set forth in this subparagraph (D), if the Registrar so
  requests or if the Applicable Procedures so require, an Opinion of Counsel in
  form reasonably acceptable to the Registrar to the effect that such exchange
  or transfer is in compliance with the Securities Act and that the restrictions
  on transfer contained herein and in the Private Placement Legend are no longer
  required in order to maintain compliance with the Securities Act.

  Upon satisfaction of the conditions of any of the subparagraphs in this
  Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and
  increase or cause to be increased the aggregate principal amount of the
  Unrestricted Global Note of the same tranche.

       (iii)  Unrestricted Definitive Notes to Beneficial Interests in
  Unrestricted Global Notes.  A Holder of an Unrestricted Definitive Note may
  exchange such Note for a beneficial interest in an Unrestricted Global Note of
  the same tranche or transfer such Definitive Notes to a Person who takes
  delivery thereof in the form of a beneficial interest in an Unrestricted
  Global Note of the same tranche at any time.  Upon receipt of a request for
  such an exchange or transfer, the Trustee shall cancel the applicable
  Unrestricted Definitive Note and increase or cause to be increased the
  aggregate principal amount of one of the Unrestricted Global Notes of the same
  tranche.

       If any such exchange or transfer from a Definitive Note to a beneficial
interest in a Global Note of the same tranche is effected pursuant to
subparagraphs (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted
Global Note has not yet been issued, the Company shall issue and, upon receipt
of an Authentication Order in accordance with Section 2.02 hereof, the Trustee
shall authenticate one or more Unrestricted Global Notes of the same tranche in
an aggregate principal amount equal to the principal amount of Definitive Notes
so transferred.

       (e)  Transfer and Exchange of Definitive Notes for Definitive Notes.

       Upon request by a Holder of Definitive Notes and such Holder's compliance
with the provisions of this Section 2.06(e), the Registrar shall register the
transfer or exchange of Definitive Notes.  Prior to such registration of
transfer or exchange, the requesting Holder shall present or surrender to the
Registrar the Definitive Notes duly endorsed or accompanied by a written
instruction of transfer in form satisfactory to the Registrar duly executed by
such Holder or by his attorney, duly authorized in writing.  In addition, the
requesting Holder shall provide any additional certifications, documents and
information, as applicable, required pursuant to the following provisions of
this Section 2.06(e).

       (i) Restricted Definitive Notes to Restricted Definitive Notes.  Any
  Restricted Definitive Note may be transferred to and registered in the name of
  Persons who take delivery thereof in the form of a Restricted Definitive Note
  of the same tranche if the Registrar receives the following:

           (A) if the transfer will be made pursuant to Rule 144A, then the
       transferor must deliver a certificate in the form of Exhibit B hereto,
                                                            ---------
       including the certifications in item (1) thereof;
<PAGE>

                                                                              35


            (B) if the transfer will be made pursuant to Rule 903 or Rule 904,
       then the transferor must deliver a certificate in the form of Exhibit B
                                                                     ---------
       hereto, including the certifications in item (2) thereof; and

            (C) if the transfer will be made pursuant to any other exemption
       from the registration requirements of the Securities Act, then the
       transferor must deliver a certificate in the form of Exhibit B hereto,
                                                            ---------
       including the certifications, certificates and Opinion of Counsel
       required by item (3) thereof, if applicable.

       (ii) Restricted Definitive Notes to Unrestricted Definitive Notes.  Any
  Restricted Definitive Note may be exchanged by the Holder thereof for an
  Unrestricted Definitive Note of the same tranche or transferred to a Person or
  Persons who take delivery thereof in the form of an Unrestricted Definitive
  Note of the same tranche if:

            (A) such exchange or transfer is effected pursuant to the Exchange
       Offer in accordance with the Registration Rights Agreement and the
       Holder, in the case of an exchange, or the transferee, in the case of a
       transfer, certifies in the applicable Letter of Transmittal that it is
       not (1) a broker-dealer, (2) a Person participating in the distribution
       of the Exchange Notes or (3) a Person who is an affiliate (as defined in
       Rule 144) of the Company;

            (B) any such transfer is effected pursuant to the Shelf Registration
       Statement in accordance with the Registration Rights Agreement;

            (C) any such transfer is effected by a Restricted Broker-Dealer
       pursuant to the Exchange Offer Registration Statement in accordance with
       the Registration Rights Agreement; or

            (D) the Registrar receives the following:

                (1) if the Holder of such Restricted Definitive Notes proposes
       to exchange such Notes for an Unrestricted Definitive Note of the same
       tranche, a certificate from such Holder in the form of Exhibit C hereto,
                                                              ---------
       including the certifications in item (1)(d) thereof; or

                (2) if the Holder of such Restricted Definitive Notes proposes
       to transfer such Notes to a Person who shall take delivery thereof in the
       form of an Unrestricted Definitive Note of the same tranche, a
       certificate from such Holder in the form of Exhibit B hereto, including
                                                   ---------
       the certifications in item (4) thereof;

       and, in each such case set forth in this subparagraph (D), if the
       Registrar so requests, an Opinion of Counsel in form reasonably
       acceptable to the Company to the effect that such exchange or transfer is
       in compliance with the Securities Act and that the restrictions on
<PAGE>

                                                                              36


       transfer contained herein and in the Private Placement Legend are no
       longer required in order to maintain compliance with the Securities Act.

       (iii)  Unrestricted Definitive Notes to Unrestricted Definitive Notes.  A
  Holder of Unrestricted Definitive Notes may transfer such Notes to a Person
  who takes delivery thereof in the form of an Unrestricted Definitive Note of
  the same tranche.  Upon receipt of a request to register such a transfer, the
  Registrar shall register the Unrestricted Definitive Notes pursuant to the
  instructions from the Holder thereof.

       (f)  Exchange Offer.

       Upon the occurrence of the Exchange Offer in accordance with the
Registration Rights Agreement, the Company shall issue and, upon receipt of an
Authentication Order in accordance with Section 2.02 hereof, the Trustee shall
authenticate (i) one or more Unrestricted Global Notes in an aggregate principal
amount equal to the principal amount of the beneficial interests in the
Restricted Global Notes of the same tranche tendered for acceptance by Persons
that certify in the applicable Letters of Transmittal or via the Depositary's
book-entry system that (x) they are not broker-dealers, (y) they are not
participating in a distribution of the Exchange Notes and (z) they are not
affiliates (as defined in Rule 144) of the Company, and accepted for exchange in
the Exchange Offer and (ii) Definitive Notes in an aggregate principal amount
equal to the principal amount of the Restricted Definitive Notes of the same
tranche accepted for exchange in the Exchange Offer.  Concurrently with the
issuance of such Notes, the Trustee shall cause the aggregate principal amount
of the applicable Restricted Global Notes to be reduced accordingly, and the
Company shall execute and the Trustee shall authenticate and make available for
delivery to the Persons designated by the Holders of Definitive Notes so
accepted Definitive Notes in the appropriate principal amount.

       (g)  Legends.

       The following legends shall appear on the face of all Global Notes and
Definitive Notes issued under this Indenture unless specifically stated
otherwise in the applicable provisions of this Indenture.

       (i)  Private Placement Legend.

            (A) Except as permitted by subparagraph (B) below, each Global Note
       and each Definitive Note (and all Notes issued in exchange therefor or
       substitution thereof) shall bear the legend in substantially the
       following form:

  "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
  AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS
  SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE
  RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY
  OF THE ISSUANCE HEREOF (OR A PREDECESSOR SECURITY HERETO) OR (Y) BY ANY HOLDER
  THAT WAS AN AFFILIATE OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS
  PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE
<PAGE>

                                                                              37


  COMPANY, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE
  144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER
  REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
  THAT THE RESALE, PLEDGE OR OTHER 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 THIS SECURITY), (3) PURSUANT TO AN EXEMPTION FROM
  REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE)
  UNDER THE SECURITIES ACT, (4) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE
  THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT
  OR (5) 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. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY,
  REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS A QUALIFIED
  INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A."

            (B) Notwithstanding the foregoing, any Global Note or Definitive
       Note issued pursuant to subparagraphs (b)(iv), (c)(ii), (c)(iii),
       (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to this Section 2.06 (and all
       Notes issued in exchange therefor or substitution thereof) shall not bear
       the Private Placement Legend.

       (ii) Global Note Legends.  Each Global Note shall bear legends in
  substantially the following form:

  "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
  GOVERNING THIS NOTE) OR ITS NOMINEE 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 2.07 OF THE INDENTURE, (II) THIS GLOBAL
  NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF
  THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
  CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL
  NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
  CONSENT OF THE COMPANY.

  UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
  FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO
  A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
  DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
  SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
  DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
  REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW
  YORK) ("DTC") TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
  EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
  CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED
  REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER
  ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
  TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
  PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
  INTEREST HEREIN."
<PAGE>

                                                                              38


       (iii)  Regulation S Temporary Global Note Legend.  The Regulation S
  Temporary Global Note shall bear a legend in substantially the following form:

  "THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
  CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE
  AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
  BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
  TO RECEIVE PAYMENT OF INTEREST HEREON."

       (iv)   Original Issue Discount Legend. Each Global Note or Definitive
  Note issued in respect of the Notes Due 2006 shall bear a legend in the
  following form:

  "FOR THE PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE
  OF 1986, AS AMENDED, THIS SECURITY IS BEING ISSUED WITH ORIGINAL ISSUE
  DISCOUNT; FOR EACH $1,000 PRINCIPAL AMOUNT OF THIS SECURITY, THE ISSUE PRICE
  IS $981.18, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $18.82, THE ISSUE DATE IS
  NOVEMBER 19, 1999, AND THE YIELD TO MATURITY ON THE ISSUE DATE IS 9.500% PER
  ANNUM."

       (h)  Cancellation and/or Adjustment of Global Notes.

       At such time as all beneficial interests in a particular Global Note have
been exchanged for Definitive Notes of the same tranche or a particular Global
Note has been redeemed, repurchased or canceled in whole and not in part, each
such Global Note shall be returned to or retained and canceled by the Trustee in
accordance with Section 2.11 hereof.  At any time prior to such cancellation, if
any beneficial interest in a Global Note is exchanged for or transferred to a
Person who will take delivery thereof in the form of a beneficial interest in
another Global Note of the same tranche or for Definitive Notes of the same
tranche, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note of the same tranche, such other Global Note shall be
increased accordingly and an endorsement shall be made on such Global Note by
the Trustee or by the Depositary at the direction of the Trustee to reflect such
increase.

       (i)  General Provisions Relating to Transfers and Exchanges.

       (i)     To permit registrations of transfers and exchanges, the Company
  shall execute and the Trustee shall authenticate Global Notes and Definitive
  Notes upon the Company's order or at the Registrar's request.

       (ii)    No service charge shall be made to a holder of a beneficial
  interest in a Global Note or to a Holder of a Definitive Note 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 similar
  governmental charge
<PAGE>

                                                                              39


  payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.11, 4.10,
  4.15 and 9.05 hereof).

       (iii)   The Registrar shall not be required to register the transfer of
  or exchange any Note selected for redemption in whole or in part, except the
  unredeemed portion of any Note being redeemed in part.

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

       (v)     The Company shall not be required (A) to issue, to register the
  transfer of or to exchange any Notes during a period beginning at the opening
  of business 15 days before the day of the mailing of notice of redemption
  under Section 3.02 hereof and ending at the close of business on such day, (B)
  to register the transfer of or to exchange any Note so selected for redemption
  in whole or in part, except the unredeemed portion of any Note being redeemed
  in part or (c) to register the transfer of or to exchange a Note between a
  record date and the next succeeding Interest Payment Date.

       (vi)    Prior to due presentment for the registration of a transfer of
  any Note, the Trustee, any Agent and the Company may deem and treat the Person
  in whose name any Note is registered as the absolute owner of such Note for
  the purpose of receiving payment of principal of and interest on such Notes
  and for all other purposes, and none of the Trustee, any Agent or the Company
  shall be affected by notice to the contrary.

       (vii)   The Trustee shall authenticate Global Notes and Definitive Notes
  in accordance with the provisions of Section 2.02 hereof.

       (viii)  All certifications, certificates and Opinions of Counsel required
  to be submitted to the Registrar pursuant to this Section 2.06 to effect a
  registration of transfer or exchange may be submitted by facsimile.

       (ix)    Each Holder of a Note agrees to indemnify the Trustee and the
  Registrar against any liability that may result from the transfer, exchange or
  assignment of such Holder's Note in violation of any provision of this
  Indenture and/or applicable United States federal or state securities law.

       (x)     Neither the Trustee nor the Registrar shall have any 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 Note (including any
  transfers between or among Participants or beneficial owners of interests in
  any Global Note) other than to require delivery of such certificates and other
  documentation or evidence as are
<PAGE>

                                                                              40


  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.

Section 2.07.  Replacement Notes.

       If any mutilated Note is surrendered to the Trustee or the Company and
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, the Company shall issue and the Trustee, upon receipt of an
Authentication Order, shall authenticate a replacement Note of the same tranche
if the Trustee's requirements are met.  If required by the Trustee or the
Company, an indemnity bond must be supplied by the Holder that is sufficient in
the judgment of the Trustee and the Company to protect the Company, the Trustee,
any Agent and any authenticating agent from any loss that any of them may suffer
if a Note is replaced.  The Company may charge for its expenses in replacing a
Note.

       Every replacement Note is an additional obligation of the Company and
shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes of the same tranche duly issued hereunder.

Section 2.08.  Outstanding Notes.

       The Notes of any tranche outstanding at any time are all the Notes of
such tranche authenticated by the Trustee except for those canceled by it, those
delivered to it for cancellation, those reductions in the interest in a Global
Note effected by the Trustee in accordance with the provisions hereof, and those
described in this Section as not outstanding.  Except as set forth in Section
2.09 hereof, a Note does not cease to be outstanding because the Company or an
Affiliate of the Company holds the Note; however, Notes held by the Company or a
Subsidiary of the Company shall not be deemed to be outstanding for purposes of
Section 3.07(b) hereof.

       If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser or protected purchaser.

       If the principal amount of any Note is considered paid under Section 4.01
hereof, it ceases to be outstanding and interest on it ceases to accrue.

       If the Paying Agent (other than the Company, a Subsidiary or an Affiliate
of any thereof) holds, on a redemption date or maturity date, money sufficient
to pay Notes payable on that date, then on and after that date such Notes shall
be deemed to be no longer outstanding and shall cease to accrue interest.

Section 2.09.  Treasury Notes.
<PAGE>

                                                                              41


       In determining whether the Holders of the required principal amount of
Notes of any tranche have concurred in any direction, waiver or consent, Notes
owned by the Company, or by any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company, shall
be considered as though not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes that the Trustee knows are so owned
shall be so disregarded.

Section 2.10.  Temporary Notes.

       Until certificates representing Notes are ready for delivery, the Company
may prepare and the Trustee, upon receipt of an Authentication Order, shall
authenticate temporary Notes.  Temporary Notes shall be substantially in the
form of certificated Notes of the same tranche but may have variations that the
Company considers appropriate for temporary Notes and as shall be reasonably
acceptable to the Trustee. Without unreasonable delay, the Company shall prepare
and the Trustee shall authenticate definitive Notes in exchange for temporary
Notes of the same tranche.

       Holders of temporary Notes shall be entitled to all of the benefits of
this Indenture.

Section 2.11.  Cancellation.

       The Company at any time may deliver Notes to the Trustee for
cancellation.  The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment.
The Trustee and no one else shall cancel all Notes surrendered for registration
of transfer, exchange, payment, replacement or cancellation and shall destroy
cancelled Notes (subject to the record retention requirements of the Exchange
Act).  Certification of the destruction of all canceled Notes shall be delivered
to the Company.  The Company may not issue new Notes to replace Notes that it
has paid or that have been delivered to the Trustee for cancellation.

Section 2.12.  Defaulted Interest.

       If the Company defaults in a payment of interest on any tranche of Notes,
it shall pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to the Persons who are
Holders of such Notes on which interest is due on a subsequent special record
date, in each case at the rate provided in the Notes and in Section 4.01 hereof.
The Company shall notify the Trustee in writing of the amount of defaulted
interest proposed to be paid on each Note and the date of the proposed payment.
The Company shall fix or cause to be fixed each such special record date and
payment date, provided that no such special record date shall be less than 10
days prior to the related payment date for such defaulted interest. At least 15
days before the special record date, the Company (or, upon the written request
of the Company, the Trustee in the name and at the expense of the Company) shall
mail or cause to be mailed to Holders a notice that states the special record
date, the related payment date and the amount of such interest to be paid.

Section 2.13.  CUSIP Numbers.
<PAGE>

                                                                              42


       The Company in issuing the Notes may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use CUSIP numbers in notices of
redemption as a convenience to Holders; provided that any such notice may state
that no representation is made as to the correctness of such numbers either as
printed on the Notes or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Notes, and any such redemption shall not be affected by any defect in or the
omission of such numbers.  The Company will promptly notify the Trustee of any
change in the CUSIP numbers.


                      ARTICLE 3. REDEMPTION AND PREPAYMENT

Section 3.01.  Notices to Trustee.

       If the Company elects to redeem Notes of any tranche pursuant to the
optional redemption provisions of Section 3.07 hereof, it shall furnish to the
Trustee, at least 30 days but not more than 60 days before a redemption date, an
Officers' Certificate setting forth (i) the clause of this Indenture pursuant to
which the redemption shall occur, (ii) the redemption date, (iii) the principal
amount of Notes of such tranche to be redeemed, (iv) the redemption price and
(v) the CUSIP numbers of the Notes of such tranche to be redeemed.

Section 3.02.  Selection of Notes to Be Redeemed.

       If less than all of the Notes of any tranche are to be redeemed or
purchased in an offer to purchase at any time, the Trustee shall select the
Notes of such tranche to be redeemed or purchased among the Holders of the Notes
of such tranche in compliance with the requirements of the principal national
securities exchange, if any, on which the Notes of such tranche are listed or,
if the Notes of such tranche are not so listed, on a pro rata basis, by lot or
in accordance with any other method the Trustee considers fair and appropriate.
In the event of partial redemption by lot, the particular Notes of such tranche
to be redeemed shall be selected, unless otherwise provided herein, not less
than 30 nor more than 60 days prior to the redemption date by the Trustee from
the outstanding Notes of such tranche not previously called for redemption.

       The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed.  Notes and portions of
Notes selected shall be in amounts of $1,000 or whole multiples of $1,000;
except that if all of the Notes of a Holder are to be redeemed, the entire
outstanding amount of Notes held by such Holder, even if not a multiple of
$1,000, shall be redeemed.  Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

Section 3.03.  Notice of Redemption.
<PAGE>

                                                                              43


       Subject to the provisions of Section 3.11 hereof, at least 30 days but
not more than 60 days before a redemption date, the Company shall mail or cause
to be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address.

       The notice shall identify the Notes to be redeemed and shall state:

       (a) the redemption date;

       (b) the redemption price;

       (c) if any Note is being redeemed in part, the portion of the principal
amount of such Note to be redeemed and that, after the redemption date upon
surrender of such Note, a new Note or Notes in principal amount equal to the
unredeemed portion shall be issued upon cancellation of the original Note;

       (d) the name and address of the Paying Agent;

       (e) that Notes called for redemption must be surrendered to the Paying
Agent to collect the redemption price;

       (f) that, unless the Company defaults in making such redemption payment,
interest on Notes called for redemption ceases to accrue on and after the
redemption date;

       (g) the paragraph of the Notes and/or Section of this Indenture pursuant
to which the Notes called for redemption are being redeemed; and

       (h) that no representation is made as to the correctness or accuracy of
the CUSIP number, if any, listed in such notice or printed on the Notes.

       At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at its expense; provided, however, that the Company
shall have delivered to the Trustee, at least 45 days prior to the redemption
date, an Officers' Certificate requesting that the Trustee give such notice and
setting forth the information to be stated in such notice as provided in the
preceding paragraph.

Section 3.04.  Effect of Notice of Redemption.

       Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price.  A notice of redemption may not be
conditional.

Section 3.05.  Deposit of Redemption Price
<PAGE>

                                                                              44


       Prior to 10 a.m. on the redemption date, the Company shall deposit with
the Trustee or with the Paying Agent money sufficient to pay the redemption
price of and accrued interest on all Notes to be redeemed on that date.  The
Trustee or the Paying Agent shall promptly return to the Company any money
deposited with the Trustee or the Paying Agent by the Company in excess of the
amounts necessary to pay the redemption price of, and accrued interest on, all
Notes to be redeemed.

       If the Company complies with the provisions of the preceding paragraph,
on and after the redemption date, interest shall cease to accrue on the Notes or
the portions of Notes called for redemption.  If a Note is redeemed on or after
an interest record date but on or prior to the related interest payment date,
then any accrued and unpaid interest shall be paid to the Person in whose name
such Note was registered at the close of business on such record date.  If any
Note called for redemption shall not be so paid upon surrender for redemption
because of the failure of the Company to comply with the preceding paragraph,
interest shall be paid on the unpaid principal, from the redemption date until
such principal is paid, and to the extent lawful on any interest not paid on
such unpaid principal, in each case at the rate provided in the Notes and in
Section 4.01 hereof.

Section 3.06.  Notes Redeemed in Part.

       Upon surrender of a Note that is redeemed in part, the Company shall
issue and, upon the Company's written request, the Trustee shall authenticate
for the Holder at the expense of the Company a new Note of the same tranche
equal in principal amount to the unredeemed portion of the Note surrendered.

Section 3.07.  Optional Redemption.

       (a) Except as set forth in Sections 3.07(b) and (c) below and in Section
3.08 hereof, the Notes Due 2006 shall not be redeemable at the Company's option
at any time and the Notes Due 2009 shall not be redeemable at the Company's
option prior to November 15, 2004. Thereafter, the Notes Due 2009, but not the
Notes Due 2006, shall be subject to redemption at any time or from time to time
at the option of the Company, in whole or in part, upon not less than 30 nor
more than 60 days' notice, at the redemption prices (expressed as percentages of
principal amount) set forth below, plus accrued and unpaid interest and Special
Interest, if any, thereon to the applicable redemption date, if redeemed during
the twelve-month period beginning on November 15 of the years indicated below:

                                                            Percentage of
                  Year                                     Principal Amount
                  ----                                     ----------------
                  2004                                         104.750%
                  2005                                         103.167%
                  2006                                         101.583%
                  2007 and thereafter                          100.000%


       (b) Notwithstanding the foregoing, at any time prior to November 15,
2002, the Company may, on any one or more occasions, redeem up to 25% of the
aggregate principal amount of Notes Due
<PAGE>

                                                                              45


2009 originally issued pursuant to this Indenture at a redemption price of
109.500% of the principal amount thereof, plus accrued and unpaid interest
thereon to the redemption date, with the net cash proceeds received from one or
more Equity Offerings made by the Company or GCL (to the extent such net cash
proceeds received by GCL were contributed to the Company as common equity
capital); provided that at least 75% of the aggregate principal amount of Notes
Due 2009 originally issued pursuant to this Indenture remain outstanding
immediately after the occurrence of any such redemption. The Company may make
any such redemption upon not less than 30 nor more than 60 days' notice (but in
no event more than 90 days after the closing of the related Equity Offering).
Any such notice may be given prior to the completion of the related Equity
Offering and any such redemption may, at the Company's discretion, be subject to
the satisfaction of one or more conditions precedent, including, but not limited
to, the completion of the related Equity Offering.

       (c) In addition, (x) at any time prior to November 15, 2004, the Notes
Due 2009 may be redeemed at the option of the Company, and (y) at any time prior
to their maturity the Notes Due 2006 may be redeemed at the option of the
Company, in each case in whole but not in part, upon the occurrence of a Change
of Control, upon not less than 30 nor more than 60 days' prior notice (but in no
event may any such redemption occur more than 90 days after the occurrence of
such Change of Control) mailed by first-class mail to each Holder's registered
address, at a redemption price equal to 100% of the principal amount thereof
plus the relevant Applicable Premium as of, and accrued and unpaid interest, if
any, to, the date of redemption (the "Redemption Date").

       (d) Any redemption pursuant to this Section 3.07 shall be made pursuant
to the provisions of Section 3.01 through 3.06 hereof.

Section 3.08.  Optional Tax Redemption.

       Each tranche of Notes will be subject to redemption at the option of the
Company or a successor corporation at any time, in whole but not in part, upon
not less than 30 nor more than 60 days' notice, at a redemption price equal to
the principal amount thereof, plus accrued and unpaid interest thereon to the
redemption date if, as a result of any change in or amendment to the laws or any
regulations or ruling promulgated thereunder of (x) Bermuda or any political
subdivision or governmental authority thereof or therein having the power to
tax, (y) any jurisdiction, other than the United States, from or through which
payment on the Notes is made by the Company or a successor corporation, or its
paying agent in its capacity as such or any political subdivision or
governmental authority thereof or therein having the power to tax or (z) any
other jurisdiction, other than the United States, in which the Company or a
successor corporation is organized, or any political subdivision or governmental
authority thereof or therein having the power to tax, or any change in the
official application or interpretation of such laws, regulations or rulings, or
any change in the official application or interpretation of, or any execution of
or amendment to, any treaty or treaties affecting taxation to which such
jurisdiction (or such political subdivision or taxing authority) is a party (a
"Change in Tax Law"), which becomes effective on or after the date of the
Offering Memorandum, the Company or a successor corporation is or would be
required on the next succeeding interest payment date to pay Additional Amounts
with respect to such tranche of Notes (as described under Section 3.09 hereof),
and
<PAGE>

                                                                              46


the payment of such Additional Amounts cannot be avoided by the use of any
reasonable measures available to the Company or a successor corporation.

       In addition, each tranche of Notes will be subject to redemption at the
option of the Company at any time, in whole but not in part, upon not less than
30 nor more than 60 days' notice, at a redemption price equal to the principal
amount thereof, plus accrued and unpaid interest thereon to the redemption date,
if the Person formed by a consolidation or amalgamation of the Company or into
which the Company is merged or to which the Company conveys, transfers or leases
its properties and assets substantially as an entirety is required, as a
consequence of such consolidation, amalgamation, merger, conveyance, transfer or
lease and as a consequence of a Change in Tax Law occurring after the date of
such consolidation, amalgamation, merger, conveyance, transfer or lease, to pay
Additional Amounts in respect of any tax, assessment or governmental charge
imposed on any Holder of such tranche of Notes.

Section 3.09.  Payment of Additional Amounts.

       If any deduction or withholding for any present or future taxes,
assessments or other governmental charges of (x) Bermuda or any political
subdivision or governmental authority thereof or therein having power to tax,
(y) any jurisdiction, other than the United States, from or through which
payment on any tranche of Notes is made by the Company or a successor
corporation, or its paying agent in its capacity as such or any political
subdivision or governmental authority thereof or therein having the power to tax
or (z) any other jurisdiction, other than the United States, in which the
Company or a successor corporation is organized, or any political subdivision or
governmental authority thereof or therein having the power to tax shall at any
time be required by such jurisdiction (or any such political subdivision or
taxing authority) in respect of any amounts to be paid by the Company or a
successor corporation under any tranche of Notes, the Company or a successor
corporation will pay to each Holder of such tranche of Notes as additional
interest, such additional amounts ("Additional Amounts") as may be necessary in
order that the net amounts paid to such holder of such Notes who, with respect
to any such tax, assessment or other governmental charge, is not resident in, or
a citizen of, such jurisdiction, after such deduction or withholding, shall be
not less than the amount specified in such Notes to which such Holder is
entitled; provided, however, that the Company or a successor corporation shall
not be required to make any payment of Additional Amounts for or on account of:

       (a) Any tax, assessment or other governmental charge that would not have
  been imposed but for (i) the existence of any present or former connection
  between such Holder (or between a fiduciary, settlor, beneficiary, member or
  shareholder of, or possessor of a power over, such Holder, if such Holder is
  an estate, trust, partnership, limited liability company or corporation) and
  the taxing jurisdiction or any political subdivision or territory or
  possession thereof or area subject to its jurisdiction, including, without
  limitation, such Holder (or such fiduciary, settlor, beneficiary, member,
  shareholder or possessor) being or having been a citizen or resident thereof
  or being or having been present or engaged in a trade or business therein or
  having or having had a permanent establishment therein, (ii) the presentation
  of a Note (where presentation is required)
<PAGE>

                                                                              47




for payment on a date more than 30 days after (x) the date on which such payment
became due and payable or (y) the date on which payment thereof is duly provided
for, whichever occurs later, or (iii) the presentation of a Note for payment in
Bermuda or any political subdivision thereof or therein, unless such Note could
not have been presented for payment elsewhere;

       (b) Any estate, inheritance, gift, sales, transfer, personal property or
  similar tax, assessment or other governmental charge;

       (c) Any tax, assessment or other governmental charge that is payable
  otherwise than by withholding from payment of principal of, premium, if any,
  or any interest on the Notes;

       (d) Any tax, assessment or other governmental charge that is imposed or
  withheld by reason of the failure by the Holder or the beneficial owner of the
  Note to comply with a request of the Company addressed to the Holder (i) to
  provide information, documents or other evidence concerning the nationality,
  residence or identity of the Holder or such beneficial owner or (ii) to make
  and deliver any declaration or other similar claim (other than a claim for
  refund of a tax, assessment or other governmental charge withheld by the
  Company) or satisfy any information or reporting requirements, which, in the
  case of (i) or (ii), is required or imposed by a statute, treaty, regulation
  or administrative practice of the taxing jurisdiction as a precondition to
  exemption from all or part of such tax, assessment or other governmental
  charge; or

       (e) Any combination of items (a), (b), (c) and (d) above;

       nor shall Additional Amounts be paid with respect to any payment of the
principal of, or any premium or interest on, any Note to any Holder who is a
fiduciary or partnership or limited liability company or other than the sole
beneficial owner of such payment to the extent such payment would be required by
the laws of (x) Bermuda or any political subdivision or governmental authority
thereof or therein having the power to tax, (y) any jurisdiction, other than the
United States, from or through which payment on the Notes is made by the Company
or a successor corporation, or its paying agent in its capacity as such or any
political subdivision or governmental authority thereof or therein having the
power to tax or (z) any other jurisdiction, other than the United States, in
which the Company or a successor corporation is organized, or any political
subdivision or governmental authority thereof or therein having the power to tax
to be included in the income for tax purposes of a beneficiary or settlor with
respect to such fiduciary or a member of such partnership, limited liability
company or beneficial owner who would not have been entitled to such Additional
Amounts had it been the Holder of such Note.

       The Company shall provide the Trustee with the official acknowledgment of
the relevant taxing authority (or, if such acknowledgment is not available, a
certified copy thereof) evidencing the payment of the withholding taxes, if any,
by the Company. Copies of such documentation shall be made available to the
Holders of the Notes or the Paying Agent, as applicable, upon request therefor.
<PAGE>

                                                                              48


       All references in this Indenture to principal of, premium, if any, and
interest on the Notes shall include any Additional Amounts payable by the
Company in respect of such principal, such premium, if any, and such interest.

Section 3.10.  Mandatory Redemption.

       The Company shall not be required to make mandatory redemption payments
with respect to the Notes.

Section 3.11.  Offer to Purchase by Application of Excess Proceeds.

       In the event that, pursuant to Section 4.10 hereof, the Company shall be
required to commence an Asset Sale Offer, it shall follow the procedures
specified below.

       The Asset Sale Offer shall remain open for a period of 20 Business Days
following its commencement and no longer, except to the extent that a longer
period is required by applicable law (the "Offer Period").  No later than five
Business Days after the termination of the Offer Period (the "Purchase Date"),
the Company shall purchase the principal amount of Notes required to be
purchased pursuant to Section 4.10 hereof (the "Offer Amount") or, if less than
the Offer Amount has been tendered, all Notes tendered in response to the Asset
Sale Offer.  Payment for any Notes so purchased shall be made in the same manner
as interest payments are made.

       If the Purchase Date is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest shall
be paid to the Person in whose name a Note is registered at the close of
business on such record date, and no additional interest shall be payable to
Holders who tender Notes pursuant to the Asset Sale Offer.

       Upon the commencement of an Asset Sale Offer, the Company shall send, by
first class mail, a notice to the Trustee and each of the Holders, with a copy
to the Trustee.  The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Asset Sale
Offer.  The Asset Sale Offer shall be made to all Holders.  The notice, which
shall govern the terms of the Asset Sale Offer, shall state:

       (a) that the Asset Sale Offer is being made pursuant to this Section 3.11
  and Section 4.10 hereof and the length of time the Asset Sale Offer shall
  remain open;

       (b) the Offer Amount, the purchase price and the Purchase Date;

       (c) that any Note not tendered or accepted for payment shall continue to
  accrue interest;

       (d) that, unless the Company defaults in making such payment, any Note
  accepted for payment pursuant to the Asset Sale Offer shall cease to accrue
  interest after the Purchase Date;
<PAGE>

                                                                              49


       (e) that Holders electing to have a Note purchased pursuant to an Asset
  Sale Offer may only elect to have all of such Note purchased and may not elect
  to have only a portion of such Note purchased;

       (f) that Holders electing to have a Note purchased pursuant to any Asset
  Sale Offer shall be required to surrender the Note, with the form entitled
  "Option of Holder to Elect Purchase" on the reverse of the Note completed, or
  transfer by book-entry transfer, to the Company, a depositary, if appointed by
  the Company, or a Paying Agent at the address specified in the notice at least
  three days before the Purchase Date;

       (g) that Holders shall be entitled to withdraw their election if the
  Company, the depositary or the Paying Agent, as the case may be, receives, not
  later than the expiration of the Offer Period, a telegram, telex, facsimile
  transmission or letter setting forth the name of the Holder, the principal
  amount of the Note the Holder delivered for purchase and a statement that such
  Holder is withdrawing his election to have such Note purchased;

       (h) that, if the aggregate principal amount of Notes surrendered by
  Holders exceeds the Offer Amount, the Company shall select the Notes to be
  purchased on a pro rata basis (with such adjustments as may be deemed
  appropriate by the Company so that only Notes in denominations of $1,000, or
  integral multiples thereof, shall be purchased); and

       (i) that Holders whose Notes were purchased only in part shall be issued
  new Notes equal in principal amount to the unpurchased portion of the Notes
  surrendered (or transferred by book-entry transfer).

       On or before 10:00 a.m. on the Purchase Date, the Company shall, to the
extent lawful, accept for payment, on a pro rata basis to the extent necessary,
the Offer Amount or portions thereof tendered pursuant to the Asset Sale Offer,
or if less than the Offer Amount has been tendered, all Notes tendered, and
shall deliver to the Trustee an Officers' Certificate stating that such Notes or
portions thereof were accepted for payment by the Company in accordance with the
terms of this Section 3.11.  The Company, the Depositary or the Paying Agent, as
the case may be, shall promptly (but in any case not later than five days after
the Purchase Date) mail or deliver to each tendering Holder an amount equal to
the purchase price of the Notes tendered by such Holder and accepted by the
Company for purchase, and the Company shall promptly issue a new Note, and the
Trustee, upon written request from the Company shall authenticate and mail or
deliver such new Note to such Holder, in a principal amount equal to any
unpurchased portion of the Note surrendered.  Any Note not so accepted shall be
promptly mailed or delivered by the Company to the Holder thereof.  The Company
shall publicly announce the results of the Asset Sale Offer on the Purchase
Date.

       Other than as specifically provided in this Section 3.11, any purchase
pursuant to this Section 3.11 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.
<PAGE>

                                                                              50


                             ARTICLE 4.  COVENANTS

Section 4.01.  Payment of Notes.

       The Company shall pay or cause to be paid the principal of, premium, if
any, and interest and Special Interest, if any, on the Notes on the dates and in
the manner provided in the Notes.  Principal, premium, if any, and interest and
Special Interest, if any, shall be considered paid on the date due if the Paying
Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m.
Eastern Time on the due date money deposited by the Company in immediately
available funds and designated for and sufficient to pay all principal, premium,
if any, and interest and Special Interest, if any, then due.  The Company shall
pay all Special Interest, if any, in the same manner on the dates and in the
amounts set forth in the Registration Rights Agreement.

       The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in excess of the then applicable interest rate on the Notes to the
extent lawful; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Special Interest (without regard to any applicable grace period) at the same
rate to the extent lawful.

Section 4.02.  Maintenance of Office or Agency.

       The Company shall maintain in the Borough of Manhattan, the City of New
York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served.  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 Corporate Trust Office of the
Trustee.

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

       The Company hereby designates the Corporate Trust Office of the Trustee
as one such office or agency of the Company in accordance with Section 2.03
hereof.

Section 4.03.  Reports.
<PAGE>

                                                                              51


       Whether or not required by the rules and regulations of the SEC, so long
as any Notes are outstanding, the Company will furnish to the Trustee and the
Holders of the Notes (i) all quarterly and annual financial information that
would be required to be contained in a filing with the SEC on Forms 10-Q and 10-
K if the Company was required to file such Forms, including a "Management's
Discussion and Analysis of Financial Condition and Results of Operations" that
describes the financial condition and results of operations of the Company and
its consolidated Subsidiaries and, with respect to the annual information only,
a report thereon by the Company's certified independent accountants, and (ii)
all current reports that would be required to be filed with the SEC on Form 8-K
if the Company were required to file such reports, in each case within the time
periods specified in the SEC's rules and regulations. In addition, whether or
not required by the rules and regulations of the SEC, the Company will file a
copy of all such information and reports with the SEC for public availability
within the time periods specified in the SEC's rules and regulations (unless the
SEC will not accept such a filing) and make such information available to
securities analysts and prospective investors upon request. The Company will be
deemed to have satisfied such requirements if GCL files and provides reports,
documents and information of the types otherwise so required by the SEC, in each
case within the applicable time periods, and the Company is not required by the
SEC to file such reports, documents and information separately under the
applicable rules and regulations of the SEC (after giving effect to any
exemptive relief) because of the filings by GCL. Furthermore, the Company will
agree that, for so long as any Notes remain outstanding (and regardless of the
immediately preceding sentence), it will furnish to the Holders of the Notes 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.

Section 4.04.  Compliance Certificate.

       (a) The Company and each Guarantor shall deliver to the Trustee (to the
  extent that such Guarantor is so required under the TIA), within 90 days after
  the end of each fiscal year, an Officers' Certificate stating that a review of
  the activities of the Company and its Subsidiaries during the preceding fiscal
  year has been made under the supervision of the signing Officers with a view
  to determining whether the Company has kept, observed, performed and fulfilled
  its obligations under this Indenture, and further stating, as to each such
  Officer signing such certificate, that to the best of his or her knowledge the
  Company has kept, observed, performed and fulfilled each and every covenant
  contained in this Indenture and is not in default in the performance or
  observance of any of the terms, provisions and conditions of this Indenture
  (or, if a Default or Event of Default shall have occurred, describing all such
  Defaults or Events of Default of which he or she may have knowledge and what
  action the Company is taking or proposes to take with respect thereto) and
  that to the best of his or her knowledge no event has occurred and remains in
  existence by reason of which payments on account of the principal of or
  interest, if any, on the Notes is prohibited or if such event has occurred, a
  description of the event and what action the Company is taking or proposes to
  take with respect thereto.  For purposes of this paragraph, such compliance
  shall be determined without regard to any period of grace or requirement of
  notice provided under this Indenture.
<PAGE>

                                                                              52


       (b) So long as not contrary to the then current recommendations of the
  American Institute of Certified Public Accountants, the year-end financial
  statements delivered pursuant to Section 4.03(a) hereof shall be accompanied
  by a written statement of the Company's independent public accountants (who
  shall be a firm of established national reputation) that in making the
  examination necessary for certification of such financial statements, nothing
  has come to their attention that would lead them to believe that the Company
  has violated any provisions of Article 4 or Article 5 hereof or, if any such
  violation has occurred, specifying the nature and period of existence thereof,
  it being understood that such accountants shall not be liable directly or
  indirectly to any Person for any failure to obtain knowledge of any such
  violation.

       (c) The Company shall, so long as any of the Notes are outstanding,
  deliver to the Trustee, forthwith upon any Officer becoming aware of any
  Default or Event of Default, an Officers' Certificate specifying such Default
  or Event of Default and what action the Company is taking or proposes to take
  with respect thereto.

Section 4.05.  Taxes.

       The Company shall pay, and shall cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies
except such as are contested in good faith and by appropriate proceedings or
where the failure to effect such payment is not adverse in any material respect
to the Holders of the Notes.

Section 4.06.  Stay, Extension and Usury Laws.

       The Company and each of the Guarantors 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, extension
or usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and the Company and
each of the Guarantors (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
shall not, by resort to any such law, 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 has been enacted.

Section 4.07.  Restricted Payments.

       The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly: (i)  declare or pay any dividend or
make any other payment or distribution on account of the Company's or any of its
Restricted Subsidiaries' Equity Interests (including, without limitation, any
payment in connection with any merger or consolidation involving the Company or
any of its Restricted Subsidiaries) or to the direct or indirect holders of the
Company's or any of its Restricted Subsidiaries' Equity Interests (other than
dividends or distributions payable in Equity Interests (other than Disqualified
Stock) of the Company or to the Company or a Restricted Subsidiary of the
Company); (ii)  purchase, redeem or otherwise acquire or retire for value
(including, without limitation, in connection
<PAGE>

                                                                              53


with any merger or consolidation involving the Company) any Equity Interests of
the Company or any direct or indirect parent of the Company (other than any such
Equity Interests owned by the Company or any Wholly Owned Restricted Subsidiary
of the Company); (iii) make any payment on or with respect to, or purchase,
redeem, defease or otherwise acquire or retire for value any Indebtedness that
is subordinated to the Notes, except a payment of interest or principal at
Stated Maturity; or (iv) make any Restricted Investment (all such payments and
other actions set forth in clauses (i) through (iv) above being collectively
referred to as "Restricted Payments"), unless

       (a) at the time of and after giving effect to such Restricted Payment, no
Default or Event of Default shall have occurred and be continuing or would occur
as a consequence thereof;

       (b) in the case of clauses (i), (ii) and (iii) above, and, in the case of
any Restricted Investment that is not an Investment in a Permitted Business, the
Company would, at the time of such Restricted Payment and after giving pro forma
effect thereto as if such Restricted Payment had been made at the beginning of
the applicable four-quarter period, have been permitted to incur at least $1.00
of additional Indebtedness pursuant to either clause (i) or (ii) of the first
paragraph of Section 4.09 hereof; and

       (c) such Restricted Payment, together with the aggregate amount of all
other Restricted Payments made by the Company and its Restricted Subsidiaries
and any Permitted Investments made pursuant to clause (h) of the definition of
Permitted Investments after May 18, 1998 (excluding Restricted Payments
permitted by clauses (ii), (iii), (iv), (vi) and (vii) (but, in the case of
clause (vii), only to the extent that such Restricted Payments are reflected as
an expense on the income statements of GCL) of the next succeeding paragraph),
is less than the sum, without duplication, of (i) the remainder of (x) 100% of
the cumulative Consolidated Cash Flow (or, in the case Consolidated Cash Flow
shall be negative, less 100% of such deficit) for the period (taken as one
accounting period) beginning on March 31, 1998 and ending on the last day of the
last full fiscal quarter immediately preceding the date of such Restricted
Payment minus (y) the product of 1.5 times the cumulative Consolidated Interest
Expense from May 18, 1998 through the last day of the last full fiscal quarter
immediately preceding the date of such Restricted Payment, plus (ii) 100% of the
aggregate net cash proceeds and the fair market value (as determined in good
faith by the Board of Directors) of property or assets received by the Company
since May 18, 1998 as a contribution to its common equity capital or from the
issue or sale of Equity Interests of the Company (other than Disqualified Stock)
or from the issue or sale of Disqualified Stock or debt securities of the
Company that have been converted into such Equity Interests (other than Equity
Interests (or Disqualified Stock or convertible debt securities) sold to a
Subsidiary of the Company), plus the amount of cash or the fair market value (as
determined above) of property or assets received by the Company or any
Restricted Subsidiary upon such conversion or exchange, plus (iii) the aggregate
amount equal to the net reduction in Investments in Unrestricted Subsidiaries
resulting from (x) dividends, distributions, interest payments, return of
capital, repayments of Investments or other transfers of assets to the Company
or any Restricted Subsidiary from any Unrestricted Subsidiary, (y) proceeds
realized by the Company or any Restricted Subsidiary upon the sale of such
Investment to a Person other than GCL, the Company or any Subsidiary of the
Company, or (z) the redesignation of any Unrestricted Subsidiary as a Restricted
Subsidiary, not to exceed in the case of any of the immediately
<PAGE>

                                                                              54


preceding clauses (x), (y) or (z) the aggregate amount of Restricted Investments
made by the Company or any Restricted Subsidiary in such Unrestricted Subsidiary
after the date of this Indenture, plus (iv) to the extent that any Restricted
Investment that was made after the date of this Indenture is sold for cash or
otherwise liquidated or repaid for cash, the amount of proceeds (net of any cost
of disposition) equal to the initial amount of such Restricted Investment.

       The foregoing provisions will not prohibit (i) the payment of any
dividend within 60 days after the date of  declaration thereof, if at said date
of declaration such payment would have complied with the foregoing provisions;
(ii) the redemption, repurchase, retirement, defeasance or other acquisition of
any subordinated Indebtedness or Equity Interests of the Company in exchange
for, or out of the net cash proceeds of the substantially concurrent sale (other
than to a Subsidiary of the Company) of, other Equity Interests of the Company
(other than any Disqualified Stock); provided that the amount of any such net
cash proceeds that are utilized for any such redemption, repurchase, retirement,
defeasance or other acquisition shall be excluded from clause (c)(ii) of the
preceding paragraph; (iii) the defeasance, redemption, retirement, repurchase or
other acquisition of Indebtedness with the net cash proceeds from an incurrence
of Permitted Refinancing Indebtedness; (iv) the payment of any dividend by a
Restricted Subsidiary of the Company to the holders of its Equity Interests on a
pro rata basis; (v) the repurchase, redemption or other acquisition or
retirement for value of any Equity Interests of the Company or any of its
Restricted Subsidiaries held by any member of the Company's or such Restricted
Subsidiary's management; provided that the aggregate price paid for all such
repurchased, redeemed, acquired or retired Equity Interests shall not exceed
$10.0 million in any twelve-month period (with unused amounts being carried over
to succeeding twelve-month periods, subject to a maximum of $15.0 million in any
twelve-month period); (vi) Investments made with the net cash proceeds received
from an Equity Offering made by the Company or GCL (but only to the extent such
net cash proceeds received by GCL were contributed to the Company as common
equity capital) (provided that the amount of any such net cash proceeds that are
utilized for any such Investment shall be excluded from clause (c)(ii) of the
preceding paragraph) plus 50% of the net gain realized and not otherwise
included in Consolidated Cash Flow from the sale of Restricted Investments;
(vii) the payment of any dividend or the making of any distribution to GCL by
the Company or any Restricted Subsidiary to pay or permit GCL to pay any GCL
Expenses or any Related Taxes; and (viii) other Restricted Payments in an
aggregate amount not to exceed $25.0 million.

       The Board of Directors may not designate any Subsidiary of the Company
(other than a newly created Subsidiary in which no Investment has previously
been made (other than the amount required to capitalize such Subsidiary in
connection with its organization)) as an Unrestricted Subsidiary (a
"Designation") unless:  (i) no Default or Event of Default shall have occurred
and be continuing at the time of or after giving effect to such Designation;
(ii) the Company would, immediately after giving effect to such Designation,
have been permitted to incur at least $1.00 of additional Indebtedness pursuant
to either clause (i) or (ii) of the first paragraph of Section 4.09; and (iii)
the Company would not be prohibited under this Indenture from making an
Investment at the time of such Designation (assuming the effectiveness of such
Designation for purposes of clauses (a) and (b) of this Section 4.07) in an
amount equal to the fair market value of the net Investment of the Company or
any other Restricted Subsidiary in such Subsidiary on such date.
<PAGE>

                                                                              55


       In the event of any such Designation, all outstanding Investments owned
by the Company and its Restricted Subsidiaries in the Subsidiary so designated
will be deemed to be an Investment made as of the time of such Designation and
will reduce the amount available for Restricted Payments under the first
paragraph of this Section 4.07 or Permitted Investments, as applicable.  All
such outstanding Investments will be deemed to constitute Restricted Payments in
an amount equal to the fair market value of such Investments at the time of such
Designation.

       A Designation may be revoked (a "Revocation") by a resolution of the
Board of Directors delivered to the Trustee, provided that the Company will not
make any Revocation unless:  (i) no Default or Event of Default shall have
occurred and be continuing at the time of or after giving effect to such
Designation; and (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 at such time for all purposes under
this Indenture.

       The amount of all Restricted Payments (other than cash) shall be the fair
market value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by the Company (or such Restricted
Subsidiary, as the case may be) pursuant to the Restricted Payment.  The fair
market value of any asset(s) or securities that are required to be valued by
this covenant shall be determined in good faith by the Board of Directors (such
determination to be based upon an opinion or appraisal issued by an accounting,
appraisal or investment banking firm of national standing if such fair market
value exceeds $15.0 million).

Section 4.08.  Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries.

       The Company will not, and will not permit any of its Restricted
Subsidiaries 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 (i)(a) pay dividends or make any other distributions to
the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or
(2) with respect to any other interest or participation in, or measured by, its
profits, or (b) pay any indebtedness owed to the Company or any of its
Restricted Subsidiaries, (ii) make loans or advances to the Company or any of
its Restricted Subsidiaries or (iii) transfer any of its properties or assets to
the Company or any of its Restricted Subsidiaries.  However, the foregoing
restrictions will not apply to encumbrances or restrictions existing under or by
reason of (a) Existing Indebtedness as in effect on the date of this Indenture,
(b) agreements as in effect as of the date of this Indenture, (c) Indebtedness
incurred in accordance with clause (g), (h), (i), (k) or (n) of the second
paragraph of Section 4.09 hereof, provided that such encumbrances or
restrictions are customary with respect to such types of Indebtedness (as
determined in good faith by the Chief Financial Officer of the Company) and
provided further that the provisions of such Indebtedness do not prohibit
payments by the Company of principal, premium, interest and Additional Amounts
pursuant to the terms of the Notes and this Indenture, (d) this Indenture, the
Notes and the Exchange Notes, (e) applicable law, (f) any instrument governing
Indebtedness or Capital Stock of a Person acquired by the Company or any of its
Restricted Subsidiaries as in effect at the time of such acquisition (except to
the extent such Indebtedness was incurred in connection with or in contemplation
of such acquisition), which encumbrance or restriction is not
<PAGE>

                                                                              56


applicable to any Person, or the properties or assets of any Person, other than
the Person, or the property or assets of the Person, so acquired, provided, that
in the case of Indebtedness, such Indebtedness was permitted by the terms of
this Indenture to be incurred, (g) customary non-assignment provisions in leases
entered into in the ordinary course of business and consistent with past
practices, (h) purchase money obligations for property acquired in the ordinary
course of business that impose restrictions of the nature described in clause
(iii) above on the property so acquired, (i) any agreement for the sale or other
disposition of a Restricted Subsidiary that restricts distributions by that
Restricted Subsidiary pending its sale or other disposition, (j) Permitted
Refinancing Indebtedness, provided that the restrictions contained in the
agreements governing such Permitted Refinancing Indebtedness are no more
restrictive, taken as a whole, than those contained in the agreements governing
the Indebtedness being refinanced, (k) Liens securing Indebtedness otherwise
permitted to be incurred pursuant to the provisions of Section 4.12 hereof that
limit the right of the Company or any of its Restricted Subsidiaries to dispose
of the assets subject to such Lien, (l) provisions with respect to the
disposition or distribution of assets or property in joint venture agreements
and other similar agreements entered into in the ordinary course of business and
(m) restrictions on cash or other deposits or net worth imposed by customers
under contracts entered into in the ordinary course of business.

Section 4.09.  Incurrence of Indebtedness and Issuance of Preferred Stock.

       The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt) and the Company will not issue any Disqualified Stock and will not permit
any of its Restricted Subsidiaries to issue any shares of preferred stock;
provided, however, that the Company may incur Indebtedness (including Acquired
Debt) or issue shares of Disqualified Stock and its Restricted Subsidiaries may
incur Indebtedness or issue Disqualified Stock or preferred stock if either:

       (i)  the Consolidated Leverage Ratio is less than 5.5 to 1.0 (prior to
  May 15, 2001) or 5.0 to 1.0 (subsequent to May 15, 2001); or

       (ii) the Consolidated Capital Ratio is less than 2.5 to 1.0.

       Notwithstanding the foregoing, the provisions of the paragraph set forth
above will not apply to the incurrence of any of the following items of
Indebtedness (collectively, "Permitted Indebtedness"):

       (a)  The incurrence by the Company of Indebtedness represented by the
  Notes and the Exchange Notes;

       (b)  The incurrence by the Company or any of its Restricted Subsidiaries
  of Existing Indebtedness;
<PAGE>

                                                                              57


       (c) The incurrence of Indebtedness by the Company to any Restricted
  Subsidiary or Indebtedness of any Restricted Subsidiary to the Company or any
  other Restricted Subsidiary (but only for so long as such Indebtedness is held
  by the Company or such Restricted Subsidiary);

       (d) The incurrence by the Company or any of its Restricted Subsidiaries
  of Capital Lease Obligations (other than leases of backhaul services),
  mortgage financings or purchase money obligations, in each case incurred for
  the purpose of financing all or any part of the purchase price or cost of
  construction or improvement of property, plant or equipment used in the
  business of the Company or such Restricted Subsidiary, in an aggregate
  principal amount not to exceed $25.0 million at any time outstanding;

       (e) The incurrence by the Company or any of its Restricted Subsidiaries
  of Indebtedness pursuant to acquisitions of capacity made in the ordinary
  course of business;

       (f) The incurrence by the Company or any of its Restricted Subsidiaries
  of Hedging Obligations that are incurred for the purpose of fixing or hedging
  interest or foreign currency exchange rate risk with respect to any floating
  rate Indebtedness that is permitted by the terms of this Indenture to be
  outstanding;

       (g) The incurrence by the Company or any of its Restricted Subsidiaries
  of Indebtedness of a Restricted Subsidiary incurred and outstanding on the
  date on which such Restricted Subsidiary was acquired by the Company;
  provided, however, that at the time such Restricted Subsidiary is acquired by
  the Company (giving effect to such acquisition), the Company would have been
  able to incur $1.00 of additional Indebtedness pursuant to the immediately
  preceding paragraph;

       (h)  The incurrence by the Company or any of its Restricted Subsidiaries
  of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of
  which are used to refund, refinance or replace Indebtedness (other than
  intercompany Indebtedness) that was permitted by the Indenture to be incurred
  pursuant to the immediately preceding paragraph hereof or clauses (a), (b),
  (d), (g), (h), (i),  (k), (n) or (o) of this paragraph;

       (i) The incurrence by the Company or any of its Restricted Subsidiaries
  of additional Indebtedness not otherwise permitted to be incurred pursuant to
  this paragraph in an aggregate principal amount (or accreted value, as
  applicable) at any time outstanding, including all Permitted Refinancing
  Indebtedness incurred to refund, refinance or replace any Indebtedness
  incurred pursuant to this clause (i), not to exceed $50.0 million;

       (j) The incurrence of Indebtedness by a Receivables Entity in a Qualified
  Receivables Transaction, provided that the proceeds thereof are applied in
  accordance with Section 4.10 hereof;

       (k) The incurrence by the Company or any Restricted Subsidiary of
  Purchase Money Indebtedness, provided that the amount of such Purchase Money
  Indebtedness does not exceed 100% of the cost of construction, installation,
  acquisition, lease, development, design, engineering,
<PAGE>

                                                                              58


  financing, testing, start-up, upgrade, completion or improvement of assets
  (together with related costs and expenses) used in the business of the Company
  or such Restricted Subsidiary;

       (l) Letters of Credit that are cash collateralized;

       (m) Letters of Credit in an aggregate principal amount equal to $200.0
  million less the amount of outstanding Indebtedness under clause (n) of this
  paragraph;

       (n) The incurrence by the Company or any of its Restricted Subsidiaries
  of revolving credit Indebtedness in an aggregate amount not to exceed $200.0
  million at any time outstanding, including all Permitted Refinancing
  Indebtedness incurred to refund, refinance or replace any Indebtedness
  incurred pursuant to this clause (n); and

       (o) The guarantee by the Company or any Restricted Subsidiary of
  Indebtedness of the Company or any Restricted Subsidiary of the Company that
  was permitted to be incurred by another provision of this Section 4.09.

       The Company will not, and will not permit any of its Restricted
Subsidiaries to, incur any Indebtedness (including Permitted Indebtedness) that
is contractually subordinated in right of payment to any other Indebtedness of
the Company or such Restricted Subsidiary unless such Indebtedness is also
contractually subordinated in right of payment to the Notes on substantially
identical terms; provided, however, that no Indebtedness of the Company shall be
deemed to be contractually subordinated in right of payment to any other
Indebtedness of the Company solely by virtue of being unsecured.

Section 4.10.  Asset Sales

       The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, consummate any Asset Sale unless, (i)
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 (as determined in good faith by the Board of Directors (including as to
the value of all noncash consideration) and set forth in an Officer's
Certificate delivered to the Trustee) of the assets or Equity Interests issued
or sold or otherwise disposed of and (ii) at least 75% of the consideration
therefor is in the form of cash and/or Cash Equivalents, and (iii) the Net
Proceeds received by the Company (or such Restricted Subsidiary, as the case may
be) from such Asset Sale are applied within 360 days following the receipt of
such Net Proceeds (a) first, to the extent the Company (or such Restricted
Subsidiary, as the case may be) elects, to the redemption or repurchase of
outstanding pari passu Indebtedness of the Company or Purchase Money
Indebtedness of any Restricted Subsidiary; provided that in the event that such
Restricted Subsidiary is a Guarantor, the Purchase Money Indebtedness to be
redeemed or repurchased ranks at least pari passu to the Guarantee given by such
Restricted Subsidiary, and (b) second, to the extent of the balance of such Net
Proceeds after application as described in (a) above and to the extent the
Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest,
or enter into a legally binding agreement to reinvest, such Net Proceeds (or any
portion thereof) in assets that
<PAGE>

                                                                              59


are used or useful in a Permitted Business. The balance of such Net Proceeds,
after the application of such Net Proceeds as described in the immediately
preceding clauses (a) and (b), shall constitute "Excess Proceeds."

       When the aggregate amount of Excess Proceeds equals or exceeds $15.0
million (taking into account income earned on such Excess Proceeds), the Company
will be required to make an offer to all Holders of Notes and pari passu
Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of
Notes and pari passu Indebtedness that may be purchased out of the Excess
Proceeds, at a purchase price in cash in an amount equal to 100% of the
principal amount thereof, plus accrued and unpaid interest thereon to the date
of purchase, in accordance with the procedures set forth in Article 3 of this
Indenture and the agreements governing such pari passu Indebtedness. To the
extent that any Excess Proceeds remain after consummation of an Asset Sale
Offer, the Company may use such Excess Proceeds for any purpose not otherwise
prohibited by this Indenture. If the aggregate principal amount of Notes and
pari passu Indebtedness tendered into such Asset Sale Offer surrendered by
Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select
the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon
completion of such Asset Sale Offer, the amount of Excess Proceeds shall be
reset at zero for purposes of the first sentence of this paragraph.

       The amount of (x) any liabilities (as shown on the Company's (or such
Restricted Subsidiary's, as the case may be) most recent balance sheet) of the
Company or any Restricted Subsidiary (other than contingent liabilities and
liabilities that are by their terms subordinated to the Notes or any guarantee
thereof) that are assumed by the transferee of any such assets pursuant to an
agreement that releases the Company or any Restricted Subsidiary from all
liability in respect thereof, (y) Indebtedness of any Restricted Subsidiary that
is no longer a Restricted Subsidiary as a result of such Asset Sale, to the
extent that the Company and each other Restricted Subsidiary are released from
any guarantee of payment of the principal amount of such Indebtedness in
connection with such Asset Sale and (z) any securities, notes or other
obligations received by the Company (or such Restricted Subsidiary, as the case
may be) from such transferee that are contemporaneously (subject to ordinary
settlement periods) converted by the Company (or such Restricted Subsidiary, as
the case may be) into cash and/or Cash Equivalents (to the extent of the cash
and/or Cash Equivalents received), will be deemed to be cash and/or Cash
Equivalents for purposes of this provision.

       To the extent that the provisions of any securities laws or regulations
conflict with the Asset Sale provisions of this Indenture, the Company shall
comply with the applicable securities laws and regulations and shall not be
deemed to have breached its obligations under the Asset Sale provisions of this
Indenture by virtue thereof.

Section 4.11.  Transactions with Affiliates.

       The Company will not, and will not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate (each of the foregoing,
<PAGE>

                                                                              60


an "Affiliate Transaction"), unless (i) such Affiliate Transaction is on terms
that are not materially less favorable to the Company or the relevant Restricted
Subsidiary than those that would have been obtained in a comparable transaction
by the Company or such Restricted Subsidiary with an unrelated Person and (ii)
with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $25.0 million, the
Company delivers to the Trustee a resolution of the Board of Directors set forth
in an Officers' Certificate certifying that such Affiliate Transaction complies
with clause (i) above and that such Affiliate Transaction is approved by a
majority of the disinterested members of the Board of Directors and an opinion
as to the fairness to the Holders of such Affiliate Transaction from a financial
point of view is obtained from an accounting, appraisal or investment banking
firm of national standing. Notwithstanding the foregoing, the following items
shall not be deemed to be Affiliate Transactions: (i) (a) the entering into,
maintaining or performance of any employment contract, collective bargaining
agreement, benefit plan, program or arrangement, related trust agreement or any
other similar arrangement for or with any employee, officer or director
heretofore or hereafter entered into in the ordinary course of business,
including vacation, health, insurance, deferred compensation, retirement,
savings or other similar plans, (b) the payment of compensation, performance of
indemnification or contribution obligations, or an issuance, grant or award of
stock, options, or other equity-related interests or other securities to
employees, officers or directors in the ordinary course of business, (c) any
transaction with an officer or director in the ordinary course of business not
involving more than $250,000 in any one case, or (d) Management Advances and
payments in respect thereof, (ii) transactions between or among the Company
and/or its Restricted Subsidiaries or any Receivables Entity, (iii) payment of
reasonable directors fees, (iv) any sale or other issuance of Equity Interests
(other than Disqualified Stock) of the Company, (v) Affiliate Transactions in
effect or approved by the Board of Directors on the date of this Indenture,
including any amendments thereto (provided that the terms of such amendments are
not materially less favorable to the Company or the relevant Restricted
Subsidiary than the terms of such agreement prior to such amendment), (vi)
transactions with respect to capacity or dark fiber between the Company or any
Restricted Subsidiary and any Unrestricted Subsidiary or other Affiliate and
joint sales and marketing pursuant to an agreement or agreements between the
Company or any Restricted Subsidiary and any Unrestricted Subsidiary or other
Affiliate (provided that in the case of this clause (vi), such agreements are on
terms that are no less favorable to the Company or the relevant Restricted
Subsidiary than those that could have been obtained at the time of such
transaction in an arm's-length transaction with an unrelated third party or, in
the case of a transaction with an Unrestricted Subsidiary, are either (x)
entered into in connection with a transaction involving the selection by a
customer of cable system capacity entered into in the ordinary course of
business or (y) involve the provision by the Company or a Restricted Subsidiary
to an Unrestricted Subsidiary of sales and marketing services, operations,
administration and maintenance services or development services for which the
Company or such Restricted Subsidiary receives a fair rate of return (as
determined by the Board of Directors and set forth in an Officers' Certificate
delivered to the Trustee) above its expenses of providing such services; (vii)
any transaction entered into in the ordinary course of business between the
Company or any Restricted Subsidiary and any Unrestricted Subsidiary or any
Affiliate (provided that in the case of this clause (vii), such agreements are
on terms that are no less favorable to the Company or the relevant Restricted
Subsidiary than those that could have been obtained at the time of such
transaction in an
<PAGE>

                                                                              61




arm's-length transaction with an unrelated third party) and (viii) Restricted
Payments that are permitted by Section 4.07 hereof.

Section 4.12.  Liens.

       The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or
become effective any Lien of any kind (other than Permitted Liens) upon any of
their property or assets, now owned or hereafter acquired, unless all payments
due under this Indenture and the Notes are secured on an equal and ratable basis
with the obligations so secured until such time as such obligations are no
longer secured by a Lien.

Section 4.13.   Sale and Leaseback Transactions.

       The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, enter into any sale and leaseback transaction; provided that
the Company or any of its Restricted Subsidiaries may enter into a sale and
leaseback transaction if (i) the Company (or such Restricted Subsidiary, as the
case may be) could have (a) incurred Indebtedness in an amount equal to the
Attributable Debt relating to such sale and leaseback transaction pursuant to
either of the Consolidated Leverage Ratio or Consolidated Capital Ratio tests
set forth in the first paragraph of section 4.09 hereof and (b) incurred a Lien
to secure such Indebtedness pursuant to Section 4.12 hereof, (ii) the gross cash
proceeds of such sale and leaseback transaction are at least equal to the fair
market value (as determined in good faith by the Board of Directors and set
forth in an Officers' Certificate delivered to the Trustee) of the property that
is the subject of such sale and leaseback transaction and (iii) the transfer of
assets in such sale and leaseback transaction is treated as an Asset Sale, and
the Company applies the proceeds of such transaction in compliance with, Section
4.10 hereof.

Section 4.14.  Corporate Existence.

       Subject to Article 5 hereof, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect (i) its corporate
existence, and the corporate, partnership or other existence of each of its
Subsidiaries, in accordance with the respective organizational documents (as the
same may be amended from time to time) of the Company or any such Subsidiary and
(ii) the rights (charter and statutory), licenses and franchises of the Company
and its Subsidiaries; provided, however, that the Company shall not be required
to preserve any such right, license or franchise, or the corporate, partnership
or other existence of any of its Subsidiaries, if the Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and its Subsidiaries, taken as a whole, and that the
loss thereof is not adverse in any material respect to the Holders of the Notes.

Section 4.15.  Offer to Repurchase Upon Change of Control.

       (a) Upon the occurrence of a Change of Control, each Holder of Notes will
have the right to require the Company to purchase all or any part (equal to
$1,000 or an integral multiple thereof) of
<PAGE>

                                                                              62


such Holder's Notes pursuant to the offer described below (the "Change of
Control Offer") at a purchase price in cash (the "Change of Control Payment")
equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid
interest and Special Interest thereon to the date of purchase (subject to the
right of Holders of record on the relevant record date to receive interest due
on the relevant interest payment date); provided, however, that the Company
shall not be obligated to repurchase Notes pursuant to this covenant in the
event that it has exercised its rights to redeem all of the Notes as described
in Section 3.07 hereof. Within 30 days following any Change of Control, the
Company will mail a notice to each Holder describing the transaction or
transactions that constitute the Change of Control and offering to purchase
Notes on the date specified in such notice, which date shall be no earlier than
30 and no later than 60 days from the date such notice is mailed (the "Change of
Control Payment Date"), in accordance with the procedures required by this
Indenture and described in such notice. The Company will comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws
and regulations to the extent such laws and regulations are applicable in
connection with the purchase of Notes as a result of a Change of Control. To the
extent that the provisions of any securities laws or regulations conflict with
any of the provisions of this Section 4.15, the Company will comply with the
applicable securities laws and regulations and will be deemed not to have
breached its obligations under this covenant by virtue thereof.

       (b) On the Change of Control Payment Date, the Company will, to the
extent lawful, (1) accept for payment all Notes or portions thereof properly
tendered pursuant to the Change of Control Offer, (2) deposit with the Paying
Agent an amount equal to the Change of Control Payment in respect of all Notes
or portions thereof so tendered and (3) deliver or cause to be delivered to the
Trustee Notes so accepted together with an Officers' Certificate stating the
aggregate principal amount of Notes or portions thereof being purchased by the
Company. The Paying Agent will promptly mail or deliver to each Holder of Notes
so tendered the Change of Control Payment for such Notes, and the Trustee will
promptly authenticate and mail or deliver (or cause to be transferred by book
entry) to each Holder a new Note equal in principal amount to any unpurchased
portion of Notes surrendered, if any; provided that each such new Note will be
in a principal amount of $1,000 or an integral multiple thereof. The Company
will publicly announce the results of the Change of Control Offer on or as soon
as practicable after the Change of Control Payment Date.

       (c) Notwithstanding anything to the contrary in this Section 4.15, the
Company shall not be required to make a Change of Control Offer upon the
occurrence of a Change of Control if a third party makes the Change of Control
Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Section 4.15, and purchases all Notes validly
tendered and not withdrawn under such Change of Control Offer.

Section 4.16.  Business Activities.

       The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, engage in any business other than a Permitted Business.
<PAGE>

                                                                              63


Section 4.17.
                  [Reserved]

Section 4.18.

                  [Reserved]

Section 4.19.  Issuances and Sales of Equity Interests in Wholly Owned
Restricted Subsidiaries.

       The Company (i) shall not, and shall not permit any of its Restricted
Subsidiaries to, transfer, convey, sell, lease or otherwise dispose of any
Equity Interests in any Wholly Owned Restricted Subsidiary of the Company to any
Person (other than the Company or a Wholly Owned Restricted Subsidiary of the
Company), unless (a) such transfer, conveyance, sale, lease or other disposition
is of all the Equity Interests in such Wholly Owned Restricted Subsidiary and
(b) the cash Net Proceeds from such transfer, conveyance, sale, lease or other
disposition are applied in accordance with Section 4.10 hereof, and (ii) shall
not permit any Wholly Owned Restricted Subsidiary of the Company to issue any of
its Equity Interests (other than, if necessary, shares of its Capital Stock
constituting directors' qualifying shares) to any Person other than to the
Company or a Wholly Owned Restricted Subsidiary of the Company.

Section 4.20.  Payments For Consent.

       Neither the Company nor any of its Restricted Subsidiaries shall,
directly or indirectly, pay or cause to be paid any consideration, whether by
way of interest, fee or otherwise, to any Holder of any Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or the Notes unless such consideration is offered to be paid
or is paid to all Holders of the Notes that consent, waive or agree to amend
such terms or provisions of this Indenture or the Notes in the time frame set
forth in the solicitation documents relating to such consent, waiver or
agreement.

Section 4.21.  Money for Payments to Be Held In Trust.

       If the Company shall at any time act as its own Paying Agent, it will, on
or before each due date of the principal, premium, interest or Special Interest,
if any, with respect to the Notes, segregate and hold in trust for the benefit
of the Persons entitled thereto a sum sufficient to pay the principal, premium,
interest or Special Interest, if any, 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.

       Whenever the Company shall have one or more Paying Agents for the Notes,
it will, on or before each due date of the principal, premium, interest or
Special Interest, if any, with respect to the Notes, deposit with a Paying Agent
a sum in same day funds (or New York Clearing House funds if such
<PAGE>

                                                                              64


deposit is made prior to the date on which such deposit is required to be made)
sufficient to pay the principal, premium, interest or Special Interest, if any,
so becoming due (or at the option of the Company, payment of interest may be
mailed by check to the Holders of the Notes at their respective addresses set
forth in the register of Holders of Notes; provided that all payments with
respect to Notes represented by one or more permanent global Notes will be paid
by wire transfer of immediately available funds to the account of the Depository
Trust Company or any successor thereto) such sum to be held in trust for the
benefit of the Persons entitled to such principal, premium, interest or Special
Interest, if any, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of such action or any failure so to act.

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

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

       (b) give the Trustee notice of any default by the Company (or any other
  obligor upon the Notes) in the making of any payment of principal, premium,
  interest or Special Interest, if any;

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

       (d) acknowledge, accept and agree to comply in all respects with the
  provisions of this Indenture relating to the duties, rights and obligations of
  such Paying Agent.

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

       Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal, premium, interest or
Special Interest, if any, with respect to a Note and remaining unclaimed for two
years after such principal, premium, if any, or interest has become due and
payable shall be paid to the Company at the request of the Company or (if then
held by the Company) shall be discharged from such trust; and the Holder of such
Note shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, shall at
the expense of the Company cause notice to be
<PAGE>

                                                                              65


promptly sent to each Holder that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of
such notification any unclaimed balance of such money then remaining will be
repaid to the Company.

Section 4.22.  Future Guarantees.

       If any Restricted Subsidiary guarantees any Debt Securities issued by the
Company, then (i) the Company shall promptly notify the Trustee of such
guarantee, (ii) the Trustee shall, in turn, notify each Holder and (iii) the
Company shall cause this Indenture to be amended to make such Restricted
Subsidiary a Guarantor hereunder.  Prior to the execution of such amendment,
each such Restricted Subsidiary required to become a Guarantor pursuant to the
provisions of this Section 4.22 shall be deemed a Guarantor hereunder for
purposes of determining the rights and obligations hereunder.


                             ARTICLE 5. SUCCESSORS

Section 5.01.  Merger, Consolidation, or Sale of Assets.

       The Company shall not, directly or indirectly, consolidate or merge with
or into (whether or not the Company is the surviving corporation), or sell,
assign, transfer, convey or otherwise dispose of all or substantially all of its
properties or assets, in one or more related transactions, to another Person
unless: (i) the Company is the surviving corporation or the Person formed by or
surviving any such consolidation or merger (if other than the Company) or to
which such sale, assignment, transfer, conveyance or other disposition shall
have been made is a corporation organized or existing under the laws of the
United States, any state thereof or the District of Columbia, or Bermuda; (ii)
the Person formed by or surviving any such consolidation or merger (if other
than the Company) or the Person to which such sale, assignment, transfer,
conveyance or other disposition shall have been made assumes all the obligations
of the Company under the Registration Rights Agreement, the Notes and this
Indenture pursuant to a supplemental indenture in a form and substance
reasonably satisfactory to the Trustee; (iii) immediately after such transaction
no Default or Event of Default exists; and (iv) except in the case of a merger
of the Company with or into a Restricted Subsidiary of the Company, the Company
or the Person formed by or surviving any such consolidation or merger (if other
than the Company), or to which such sale, assignment, transfer, conveyance or
other disposition shall have been made (A) will have Consolidated Net Worth
immediately after the transaction equal to or greater than the Consolidated Net
Worth of the Company immediately preceding the transaction and (B) will,
immediately after such transaction and after giving pro forma effect thereto and
any related financing transactions as if the same had occurred at the beginning
of the applicable four-quarter period, be permitted to incur at least $1.00 of
additional Indebtedness pursuant to either clause (i) or (ii) of the first
paragraph Section 4.09 hereof.  The Company shall not, directly or indirectly,
lease all or substantially all of its properties or assets, in one or more
related transactions, to any other Person. The provisions of this covenant will
not be applicable to a sale, assignment, transfer, conveyance or other
disposition of assets between or among the Company and its Restricted
Subsidiaries and any of the Guarantors.
<PAGE>

                                                                              66


Section 5.02.  Successor Corporation Substituted.

       Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in accordance with Section 5.01 hereof, the successor corporation
formed by such consolidation or into or with which the Company is merged or to
which such sale, assignment, transfer, lease, conveyance or other disposition is
made shall succeed to, and be substituted for (so that from and after the date
of such consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor corporation and not to the Company), and may exercise every right
and power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; provided, however, that
the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Notes except in the case of a sale of all of
the Company's assets that meets the requirements of Section 5.01 hereof.


                       ARTICLE 6.  DEFAULTS AND REMEDIES

Section 6.01.  Events of Default.

       "Events of Default" with respect to any tranche of Notes are:

       (i)    default for 30 days in the payment when due of interest on the
  Notes of such tranche;

       (ii)   default in the payment when due of the principal of, or premium,
  if any, on, the Notes of such tranche;

       (iii)  failure by the Company or any of its Restricted Subsidiaries to
  comply with Sections 4.07, 4.09, 4.10 or 4.15;

       (iv)   failure by the Company or any of its Restricted Subsidiaries for
  60 days after notice to comply with any of its other agreements in this
  Indenture with respect to the Notes of such tranche, or the Notes of such
  tranche;

       (v)    default under any mortgage, indenture or instrument under which
  there may be issued or by which there may be secured or evidenced any
  Indebtedness for money borrowed by the Company or any of its Restricted
  Subsidiaries (or the payment of which is guaranteed by the Company or any of
  its Restricted Subsidiaries) whether such Indebtedness or guarantee now
  exists, or is created after the date of this Indenture, which default results
  in the acceleration of such Indebtedness prior to its express maturity and, in
  each case, the principal amount of any such Indebtedness, together with the
  principal amount of any other such Indebtedness the maturity of which has been
  so accelerated, aggregates $25.0 million or more;
<PAGE>

                                                                              67


       (vi)   failure by the Company or any of its Restricted Subsidiaries to
  pay final judgments not subject to appeal aggregating in excess of $25.0
  million (net of applicable insurance coverage which is acknowledged in writing
  by the insurer), which judgments are not paid, discharged or stayed for a
  period of 60 days;

       (vii)  except as provided by this Indenture, any Guarantee of the Notes
  of such tranche shall be held in any judicial proceeding to be unenforceable
  or invalid or shall cease for any reason to be in full force and effect or any
  Guarantor, or any Person acting on behalf of any Guarantor, shall deny or
  disaffirm its obligations under its Guarantee of the Notes of such tranche;

       (viii) the Company or any of its Restricted Subsidiaries:

              (a)  commences a voluntary case,

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

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

              (d) makes a general assignment for the benefit of its creditors,
       or

              (e) generally is not paying its debts as they become due; and

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

              (a) is for relief against the Company or any of its Restricted
Subsidiaries,

              (b) appoints a custodian of the Company or any of its Restricted
       Subsidiaries or for all or substantially all of the property of the
       Company or any of its Restricted Subsidiaries; or

              (c) orders the liquidation of the Company or any of its Restricted
       Subsidiaries; and the order or decree remains unstayed and in effect for
       60 consecutive days.

Section 6.02.  Acceleration.

       If any Event of Default with respect to outstanding Notes of any tranche
occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes of such tranche may declare all
the Notes of such tranche to be due and payable immediately.   Notwithstanding
the foregoing, if an Event of Default specified in clause (viii) or (ix) of
Section 6.01 hereof with respect to outstanding Notes of any tranche occurs with
respect to the Company, any Restricted Subsidiary that constitutes a Significant
Subsidiary or any group of Restricted Subsidiaries that, taken
<PAGE>

                                                                              68


together, would constitute a Significant Subsidiary, all outstanding Notes of
such tranche shall be due and payable immediately without further action or
notice. The Holders of a majority in aggregate principal amount of the then
outstanding Notes of such tranche by written notice to the Trustee may on behalf
of all of the Holders of Notes of such tranche rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default (except nonpayment of principal, interest
or premium that has become due solely because of the acceleration) have been
cured or waived.

       If an Event of Default with respect to outstanding Notes Due 2009, but
not Notes Due 2006, occurs by reason of any willful action (or inaction) taken
(or not taken) by or on behalf of the Company with the intention of avoiding
payment of the premium that the Company would have had to pay if the Company
then had elected to redeem the Notes Due 2009 pursuant to Section 3.07 hereof,
then, upon acceleration of the Notes, an equivalent premium shall also become
and be immediately due and payable to Holders of Notes Due 2009, to the extent
permitted by law, anything in this Indenture or in the Notes to the contrary
notwithstanding. If an Event of Default occurs prior to November 15, 2004 by
reason of any willful action (or inaction) taken (or not taken) by or on behalf
of the Company with the intention of avoiding the prohibition on redemption of
the Notes Due 2009 prior to such date, then, upon acceleration of the Notes Due
2009, an additional premium shall also become and be immediately due and payable
in an amount, for each of the years beginning on November 15 of the years set
forth below, as set forth below (expressed as a percentage of the aggregate
principal amount to the date of payment that would otherwise be due but for the
provisions of this sentence):

       Year                                     Percentage
       ----                                     ----------
       1999 ......................................  109.500%
       2000 ......................................  108.550%
       2001 ......................................  107.600%
       2002 ......................................  106.650%
       2003 ......................................  105.700%

Section 6.03.  Other Remedies.

       If an Event of Default with respect to outstanding Notes of any tranche
occurs and is continuing, the Trustee may pursue any available remedy to collect
the payment of principal, premium, if any, and interest and Special Interest, if
any, on the Notes of such tranche or to enforce the performance of any provision
of the Notes or this Indenture.

       The Trustee may maintain a proceeding even if it does not possess any of
the Notes of such tranche or does not produce any of them in the proceeding.  A
delay or omission by the Trustee or any Holder of a Note of such tranche in
exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default.  All remedies are cumulative to the extent permitted by law.

Section 6.4.  Waiver of Past Defaults.
<PAGE>

                                                                              69


       Holders of not less than a majority in aggregate principal amount of the
then outstanding Notes of any tranche by notice to the Trustee may on behalf of
the Holders of all of the Notes of such tranche waive an existing Default or
Event of Default with respect to such tranche and its consequences hereunder,
except a continuing Default or Event of Default in the payment of the principal
of, premium and Special Interest, if any, or interest on, the Notes of such
tranche (including in connection with an offer to purchase).  Upon any such
waiver, such Default shall cease to exist with respect to such tranche, and any
Event of Default with respect to such tranche arising therefrom shall be deemed
to have been cured for every purpose of this Indenture; but no such waiver shall
extend to any subsequent or other Default or impair any right consequent
thereon.

Section 6.05.  Control by Majority.

       Holders of a majority in principal amount of the then outstanding Notes
of any tranche may direct the time, method and place of conducting any
proceeding for exercising 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 other Holders of Notes or that may
involve the Trustee in personal liability.

Section 6.06.  Limitation on Suits.

       A Holder of a Note of any tranche may pursue a remedy with respect to
this Indenture to the extent it relates to the Notes of such tranche, or the
Notes of such tranche only if:

       (a) the Holder gives to the Trustee written notice of a continuing Event
of Default with respect to such tranche;

       (b) the Holders of at least 25% in principal amount of the then
outstanding Notes of such tranche make a written request to the Trustee to
pursue the remedy;

       (c) such Holder of a Note or Holders of Notes offer and, if requested,
provide to the Trustee indemnity satisfactory to the Trustee against any loss,
liability or expense;

       (d) the Trustee does not comply with the request within 60 days after
receipt of the request and the offer and, if requested, the provision of
indemnity; and

       (e) during such 60-day period the Holders of a majority in principal
amount of the then outstanding Notes of such tranche do not give the Trustee a
direction inconsistent with the request.

       A Holder of a Note may not use this Indenture to prejudice the rights of
another Holder of a Note or to obtain a preference or priority over another
Holder of a Note.
<PAGE>

                                                                              70



Section 6.07.  Rights of Holders of Notes to Receive Payment.

       Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium and Special Interest,
if any, and interest on the Note, on or after the respective due dates expressed
in the Note (including in connection with an offer to purchase), 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 such Holder.

Section 6.08.  Collection Suit by Trustee.

       If an Event of Default specified in Section 6.01(i) or (ii) hereof occurs
and is continuing with respect to the Notes of any tranche, the Trustee is
authorized to recover judgment in its own name and as trustee of an express
trust against the Company for the whole amount of principal of, premium and
Special Interest, if any, and interest remaining unpaid on the Notes of such
tranche and interest on overdue principal and, to the extent lawful, interest
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 is authorized to 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
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to participate as a member, voting or otherwise, of
any official committee of creditors appointed in such matter and shall be
entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof.  To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise.  Nothing herein contained shall
be deemed to authorize the Trustee to authorize or consent to or accept or adopt
on behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10.  Priorities.
<PAGE>

                                                                              71


       If the Trustee collects any money with respect to a tranche of Notes
pursuant to this Article 6, it shall pay out the money in the following order:

       First:  to the Trustee, its agents and attorneys for amounts due under
Section 7.07 hereof, including payment of all compensation, expense and
liabilities incurred, and all advances made, by the Trustee and the costs and
expenses of collection;

       Second:  to Holders of Notes of such tranche for amounts due and unpaid
on the Notes of such tranche for principal, premium and Special Interest, if
any, and interest, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Notes of such tranche for
principal, premium and Special Interest, if any, and interest, respectively; and

       Third:  to the Company or to such party as a court of competent
jurisdiction shall direct.

       The Trustee may fix a record date and payment date for any payment to
Holders of Notes 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 a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of
a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes of any tranche.


                                 ARTICLE 7. TRUSTEE

Section 7.01.  Duties of Trustee.

       (a)     If an Event of Default with respect to any tranche of Notes 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 man would exercise or use under the circumstances
in the conduct of his own affairs.

       (b)     Except during the continuance of an Event of Default:

       (i)     the duties of the Trustee shall be determined solely by the
  express provisions of this Indenture and the Trustee need perform only those
  duties that are specifically set forth in this
<PAGE>

                                                                              72


  Indenture and no others, and no implied covenants or obligations shall be read
  into this Indenture against the Trustee; and

       (ii)    in the absence of bad faith on its part, the Trustee may
  conclusively rely, as to the truth of the statements and the correctness of
  the opinions expressed therein, upon certificates or opinions furnished to the
  Trustee and conforming to the requirements of this Indenture.  However, the
  Trustee shall examine the certificates and opinions to determine whether or
  not they conform to the requirements of this Indenture (but need not confirm
  or investigate the accuracy of mathematical calculations or other facts stated
  therein or otherwise verify the contents thereof).

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

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

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

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

       (d)     Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), and (c) of this Section 7.01.

       (e)     No provision of this Indenture shall require the Trustee to
expend or risk its own funds or incur any liability. The Trustee shall be under
no obligation to exercise any of its rights and powers under this Indenture at
the request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or expense
including reasonable attorneys' fees that might be incurred by it in compliance
with such request or direction.

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

Section 7.02.  Rights of Trustee.

       (a)     The Trustee may conclusively rely upon 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.
  The Trustee shall receive and retain financial reports and statements of the
  Company as provided herein, but it shall have no duty to review or analyze
  such reports or statements to determine compliance with covenants or other
  obligations of the Company.
<PAGE>

                                                                              73


       (b)     Before the Trustee acts or refrains from acting, it may require
  an Officers' Certificate or an Opinion of Counsel or both. The Trustee shall
  not be liable for any action it takes or omits to take in good faith in
  reliance on such Officers' Certificate or Opinion of Counsel. The Trustee may
  consult with counsel of its selection and the advice of such counsel or any
  Opinion of Counsel shall be full and complete authorization and protection
  from liability in respect of any action taken, suffered or omitted by it
  hereunder in good faith and in reliance thereon.

       (c)     The Trustee may act through its attorneys and agents and shall
  not be responsible for the misconduct or negligence of any agent appointed
  with due care.

       (d)     The Trustee shall not be liable for any action it takes or omits
  to take in good faith that it believes to be authorized or within the rights
  or powers conferred upon it by this Indenture.

       (e)     Unless otherwise specifically provided in this Indenture, any
  demand, request, direction or notice from the Company shall be sufficient if
  signed by an Officer of the Company.

       (f)     The Trustee shall be under no obligation to exercise any of the
  rights or powers vested in it by this Indenture at the request or direction of
  any of the Holders unless such Holders shall have offered to the Trustee
  reasonable security or indemnity against the costs, expenses and liabilities
  that might be incurred by it in compliance with such request or direction.

Section 7.03.  Individual Rights of Trustee.

       The Trustee in its individual or any other capacity may become the owner
or pledgee of Notes and may otherwise deal with the Company or any Affiliate of
the Company with the same rights it would have if it were not Trustee.  However,
in the event that the Trustee acquires any conflicting interest it must
eliminate such conflict within 90 days, apply to the SEC for permission to
continue as trustee or resign.  Any Agent may do the same with like rights and
duties.  The Trustee is also subject to Sections 7.10 and 7.11 hereof.

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 Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

Section 7.05.  Notice of Defaults.
<PAGE>

                                                                              74


       (a)     The Trustee shall not be deemed to have notice of any Default or
Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the Notes and this Indenture.

       (b)     If a Default or Event of Default with respect to a tranche of
Notes occurs and is continuing and if it is known to the Trustee, the Trustee
shall mail to Holders of such tranche of Notes a notice of the Default or Event
of Default within 90 days after it occurs. Except in the case of a Default or
Event of Default in payment of principal of, premium, if any, or interest on any
Note, the Trustee may withhold the notice if and so long as a committee of its
Responsible Officers in good faith determines that withholding the notice is in
the interests of the Holders of such tranche of Notes.

Section 7.06.  Reports by Trustee to Holders of the Notes.

       Within 60 days after each May 15 beginning with the May 15 following the
date of this Indenture, and for so long as Notes remain outstanding, the Trustee
shall mail to the Holders of the Notes a brief report dated as of such reporting
date that complies with TIA (S) 313(a) (but if no event described in TIA (S)
313(a) has occurred within the twelve months preceding the reporting date, no
report need be transmitted). The Trustee also shall comply with TIA (S)
313(b)(2). The Trustee shall also transmit by mail all reports as required by
TIA (S) 313(c).

       A copy of each report at the time of its mailing to the Holders of Notes
shall be mailed to the Company and filed with the SEC and each stock exchange on
which the Notes are listed in accordance with TIA (S) 313(d).  The Company shall
promptly notify the Trustee when the Notes are listed on any stock exchange.

Section 7.07.  Compensation and Indemnity.

       The Company shall pay to the Trustee from time to time such compensation
for its acceptance of this Indenture and services hereunder as the parties shall
agree from time to time.  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 promptly upon request for all reasonable disbursements,
advances and expenses incurred or made by it in addition to the compensation for
its services.  Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee's agents and counsel.

       The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company (including
this Section 7.07) and defending itself against any claim (whether asserted by
the Company or any Holder or any other person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent any such loss, liability or expense may be attributable to its
negligence or bad faith.  The Trustee shall notify the Company promptly of any
claim
<PAGE>

                                                                              75


for which it may seek indemnity. 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. The Trustee may
have separate counsel and the Company shall pay the reasonable fees and expenses
of such counsel. The Company need not pay for any settlement made without its
consent, which consent shall not be unreasonably withheld or delayed.

       The obligations of the Company under this Section 7.07 shall survive the
satisfaction and discharge of this Indenture.

       To secure the Company's payment obligations in this Section, the Trustee
shall have a Lien prior to the Notes on all money or property held or collected
by the Trustee, except that held in trust to pay principal and interest on
particular Notes.  Such Lien shall survive the satisfaction and discharge of
this Indenture.

       When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(viii) or (ix) hereof occurs, the expenses and
the compensation for the services (including the fees and expenses of its agents
and counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

       The Trustee shall comply with the provisions of TIA (S) 313(b)(2) to the
extent applicable.

Section 7.08.  Replacement of Trustee.

       A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section 7.08.

       The Trustee may resign in writing at any time and be discharged from the
trust hereby created with respect to one or both tranches of Notes by so
notifying the Company.  The Holders of a majority in principal amount of the
then outstanding Notes of any tranche may remove the Trustee with respect to
such tranche by so notifying the Trustee and the Company in writing.  The
Company may remove the Trustee with respect to one or both tranches of Notes if:

       (a)     the Trustee fails to comply with Section 7.10 hereof;

       (b)     the Trustee is adjudged a bankrupt or an insolvent or an order
for relief is entered with respect to the Trustee under any Bankruptcy Law;

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

       (d)     the Trustee becomes incapable of acting.
<PAGE>

                                                                              76


       If, as to any tranche of Notes, the Trustee resigns or is removed or if a
vacancy exists in the office of Trustee for any reason, the Company shall
promptly appoint a successor Trustee for such tranche of Notes.  Within one year
after the successor Trustee takes office, the Holders of a majority in principal
amount of the then outstanding Notes of such tranche may appoint a successor
Trustee to replace the successor Trustee appointed by the Company.

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

       If the Trustee, after written request by any Holder of a Note of any
tranche who has been a Holder of a Note of such tranche for at least six months,
fails to comply with Section 7.10 hereof, such Holder of a Note may petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee for such tranche of Notes.

       In case of the appointment hereunder of a successor Trustee with respect
to the Notes of one but not both tranches, the Company, the retiring Trustee and
each successor Trustee with respect to the Notes of one tranche shall execute
and deliver an indenture supplemental hereto wherein each successor Trustee
shall accept such appointment and which shall:

       (a)     contain such provisions as shall be necessary of desirable to
transfer and confirm to, and to vest in, each successor Trustee all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Notes of
the tranche to which the appointment of such successor Trustee relates;

       (b)     contain such provisions as shall be necessary or desirable to
confirm that all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Notes of the tranche as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee; and

       (c)     add to or change any of the provisions of this Indenture as shall
be necessary or desirable to provide for or facilitate the administration of the
trusts hereunder by two Trustees; provided, however, that nothing contained
herein or in such supplemental Indenture shall constitute such Trustee to be co-
trustees of the same trust and that each such Trustee shall be trustee of a
trust hereunder separate and apart from any trust hereunder administered by the
other such Trustee.

       Upon the execution and delivery of such supplemental Indenture, the
resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Notes of that tranche to
which the appointment of such successor Trustee relates.  The successor Trustee
shall mail a notice of its succession to Holders of the Notes of such tranche.
The retiring Trustee shall promptly transfer all property held by it as Trustee
to the successor Trustee, provided all sums owing to the Trustee hereunder have
been paid and subject to the Lien provided for in Section 7.07 hereof.
Notwithstanding replacement of the Trustee pursuant
<PAGE>

                                                                              77


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

Section 7.09.  Successor Trustee by Merger, etc.

       If the Trustee as to any tranche of Notes consolidates, merges or
converts into, or transfers all or substantially all of its corporate trust
business to, another corporation, the successor corporation without any further
act shall be the successor Trustee as to such tranche of Notes.

Section 7.10.  Eligibility; Disqualification.

       There shall at all times be a Trustee hereunder with respect to each
tranche of Notes that is a corporation organized and doing business under the
laws of the United States of America or of any state thereof that is authorized
under such laws to exercise corporate trustee power, that is subject to
supervision or examination by federal or state authorities and that has a
combined capital and surplus of at least $100.0 million as set forth in its most
recent published annual report of condition.

       This Indenture shall always have a Trustee with respect to each tranche
of Notes who satisfies the requirements of TIA (S) 310(a)(1), (2) and (5). The
Trustee is subject to TIA (S) 310(b).

Section 7.11.  Preferential Collection of Claims Against Company.

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


             ARTICLE 8.  LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01.  Option to Effect Legal Defeasance or Covenant Defeasance.

       The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.02 or 8.03 hereof applied to all outstanding Notes of any
tranche upon compliance with the conditions set forth below in this Article 8.

Section 8.02.  Legal Defeasance and Discharge.

       Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes of any
tranche on the date the conditions set forth below are satisfied (hereinafter,
"Legal Defeasance").  For this purpose, Legal Defeasance means that the Company
shall be deemed to have paid and
<PAGE>

                                                                              78


discharged the entire Indebtedness represented by the outstanding Notes of such
tranche, which shall thereafter be deemed to be "outstanding" only for the
purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all of its obligations
under such Notes and this Indenture (and the Trustee, on demand of and at the
expense of the Company, shall execute proper instruments acknowledging the
same), except for the following provisions which shall survive until otherwise
terminated or discharged hereunder: (a) the rights of Holders of outstanding
Notes of such tranche to receive payments in respect of the principal of,
premium, if any, and interest on such Notes when such payments are due from the
trust referred to below; (b) the Company's obligations with respect to the Notes
of such tranche concerning issuing temporary Notes, registration of Notes,
mutilated, destroyed, lost or stolen Notes and the maintenance of an office or
agency for payment and money for security payments held in trust; (c) the
rights, powers, trusts, duties and immunities of the Trustee, and the Company's
obligations in connection therewith; and (d) the Legal Defeasance provisions of
this Indenture. Subject to compliance with this Article 8, the Company may
exercise its option under this Section 8.02 notwithstanding the prior exercise
of its option under Section 8.03 hereof.

Section 8.03.  Covenant Defeasance.

       Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company and each Guarantor shall, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be
released from their respective obligations under the covenants contained in
Article 5 and in Sections 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15,
4.16, 4.17, 4.18, 4.19 and 4.20 hereof with respect to the outstanding Notes of
any tranche on and after the date the conditions set forth in Section 8.04 are
satisfied (hereinafter, "Covenant Defeasance"), and the Notes of such tranche
shall thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such
Notes shall not be deemed outstanding for accounting purposes).  For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes
of such tranche, the Company may omit to comply with and shall have no liability
in respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply
shall not constitute a Default or an Event of Default under Section 6.01 hereof,
but, except as specified above, the remainder of this Indenture and such Notes
shall be unaffected thereby.  In addition, upon the Company's exercise under
Section 8.01 hereof of the option applicable to this Section 8.03, subject to
the satisfaction of the conditions set forth in Section 8.04 hereof, Sections
6.01(iii) through 6.01(vii) hereof and 6.01(x) hereof shall not constitute
Events of Default.

Section 8.04.  Conditions to Legal or Covenant Defeasance.

       The following shall be the conditions to the application of either
Section 8.02 or 8.03 hereof to the outstanding Notes of any tranche:
<PAGE>

                                                                              79

       In order to exercise either Legal Defeasance or Covenant Defeasance:

       (a)     the Company must irrevocably deposit, or cause to be deposited,
with the Trustee, in trust, for the benefit of the Holders of the Notes of such
tranche, cash in U.S. dollars, non-callable Government Securities, or a
combination thereof, in such amounts as will be sufficient, in the opinion of a
nationally recognized firm of independent public accountants, to pay the
principal of, premium, if any, and interest on the outstanding Notes of such
tranche on the stated maturity thereof or on the applicable redemption date, as
the case may be, and the Company must specify whether the Notes of such tranche
are being defeased to maturity or to a particular redemption date;

       (b)     in the case of Legal Defeasance, the Company must deliver to the
Trustee an Opinion of Counsel in the United States reasonably acceptable to the
Trustee confirming that the Company has received from, or there has been
published by, the Internal Revenue Service a ruling, or since the date of this
Indenture, there has been a change in the applicable federal income tax law, in
either case to the effect that, and based thereon such Opinion of Counsel shall
confirm that, the Holders of the outstanding Notes of such tranche will not
recognize income, gain or loss for federal income tax purposes as a result of
such Legal Defeasance, and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such Legal Defeasance had not occurred;

       (c)     in the case of Covenant Defeasance, the Company must deliver to
the Trustee an Opinion of Counsel in the United States reasonably acceptable to
the Trustee confirming that the Holders of the outstanding Notes of such tranche
will not recognize income, gain or loss for federal income tax purposes as a
result of such Covenant Defeasance, and such Holders will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Covenant Defeasance had not occurred;

       (d)     no Default or Event of Default with respect to such tranche shall
have occurred and be continuing on the date of such deposit (other than a
Default or Event of Default resulting from the borrowing of funds to be applied
to such deposit) or insofar as Events of Default from bankruptcy or insolvency
events are concerned, at any time in the period ending on the 91st day after the
date of deposit;

       (e)     such Legal Defeasance or Covenant Defeasance will not result in a
breach or violation of, or constitute a default under, any material agreement or
instrument (other than this Indenture) to which the Company or any of its
Restricted Subsidiaries is a party or by which the Company or any of its
Restricted Subsidiaries is bound;

       (f)     the Company must deliver to the Trustee an opinion of counsel in
the United States reasonably acceptable to the Trustee to the effect that after
the 91st day following the deposit, the trust funds will not be subject to the
effect of any applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors' rights and remedies generally;
<PAGE>

                                                                              80


       (g)     the Company must deliver to the Trustee an Officers' Certificate
stating that the deposit was not made by the Company with the intent of
preferring the Holders of the Notes of such tranche over other creditors of the
Company, or with the intent of defeating, hindering, delaying or defrauding
creditors of the Company or others;

       (h)     the Company must deliver to the Trustee an Opinion of Counsel in
Bermuda reasonably acceptable to the Trustee to the effect that the Holders of
the outstanding Notes will not be adversely affected under Bermuda law; and

       (i)     the Company must deliver to the Trustee an Officers' Certificate
and an Opinion of Counsel in the United States reasonably acceptable to the
Trustee, each stating that all conditions precedent provided for or relating to
Legal Defeasance or Covenant Defeasance, as applicable, have been complied with.

Section 8.05.  Deposited Money and Government Securities to be Held in Trust;
                 Other Miscellaneous Provisions.

       Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium, if any, and interest, but
such money need not be segregated from other funds except to the extent required
by law.

       The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

       Anything in this Article 8 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided
in Section 8.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.04(a) hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06.  Repayment to Company.

       Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of, premium, interest or
Special Interest, if any, on any Note and
<PAGE>

                                                                              81

remaining unclaimed for two years after such principal, and premium, if any, or
interest has become due and payable shall be paid to the Company on its request
or (if then held by the Company) shall be discharged from such trust; and the
Holder of such Note shall thereafter, as a secured creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in the New York Times and The
Wall Street Journal (national edition), notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such notification or publication, any unclaimed balance of such
money then remaining will be repaid to the Company.

Section 8.07.  Reinstatement.

       If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.02 or
8.03 hereof, as the case may be, by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.02 or 8.03
hereof, as the case may be; provided, however, that, if the Company makes any
payment of principal of, premium, if any, or interest on any Note following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.

Section 8.08.  Survival.

       The Trustee's rights under this Article 8 shall survive termination of
this Indenture.


                  ARTICLE 9. AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01.  Without Consent of Holders of Notes.

       Notwithstanding Section 9.02 hereof, the Company, the Guarantors and the
Trustee may amend or supplement this Indenture, the Guarantees or the Notes
without the consent of any Holder of a Note:

       (a) to cure any ambiguity, defect or inconsistency;

       (b) to provide for uncertificated Notes in addition to or in place of
certificated Notes or to alter the provisions of Article 2 hereof (including the
related definitions) in a manner that does not materially adversely affect any
Holder;
<PAGE>

                                                                              82

       (c) to provide for the assumption of the Company's or any Guarantor's
obligations to the Holders of the Notes by a successor to the Company or a
Guarantor pursuant to Article 5 or Article 10 hereof;

       (d) to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the legal
rights hereunder of any Holder of the Note;

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

       (f) to allow any Guarantor to execute a supplemental indenture and/or a
Guarantee with respect to the Notes.

       Upon the request of the Company accompanied by a resolution of its Board
of Directors authorizing the execution of any such amended or supplemental
indenture, and upon receipt by the Trustee of the documents described in Section
7.02 hereof, the Trustee shall join with the Company and the Guarantors in the
execution of any amended or supplemental indenture authorized or permitted by
the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into such amended or supplemental indenture that affects its
own rights, duties or immunities under this Indenture or otherwise.

Section 9.02.  With Consent of Holders of Notes.

       Except as provided below in this Section 9.02, the Company, a Guarantor
(with respect to a Guarantee or the Indenture to which it is a party) and the
Trustee may amend or supplement this Indenture (including Section 3.11, 4.10 and
4.15 hereof), the Notes and the Guarantees with the consent of the Holders of at
least a majority in principal amount of the then outstanding Notes of each
tranche affected thereby  voting as a single class (including consents obtained
in connection with a tender offer or exchange offer for, or purchase of, the
Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or
Event of Default with respect to any tranche of Notes (other than a Default or
Event of Default in the payment of the principal of, premium, if any, or
interest on the Notes, except a payment default resulting from an acceleration
that has been rescinded) or compliance with any provision of this Indenture, the
Notes or the Guarantees may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes of each tranche
affected thereby voting as a single class (including consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the
Notes).

       Upon the request of the Company accompanied by a resolution of its Board
of Directors authorizing the execution of any such amended or supplemental
indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes of each tranche affected thereby
as aforesaid, and upon receipt by the Trustee of the documents described in
Section
<PAGE>

                                                                              83

7.02 hereof, the Trustee shall join with the Company in the execution of such
amended or supplemental indenture unless such amended or supplemental indenture
directly affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise, in which case the Trustee may in its discretion, but
shall not be obligated to, enter into such amended or supplemental indenture.

       It shall not be necessary for the consent of the Holders of Notes under
this Section 9.02 to approve the particular form of any proposed amendment 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 of Notes 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 amended or supplemental
indenture or waiver.  Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the then outstanding Notes of each
tranche affected thereby voting as a single class may waive compliance in a
particular instance by the Company with any provision of this Indenture or the
Notes.  However, without the consent of each Holder affected, an amendment or
waiver under this Section 9.02 may not (with respect to any Notes held by a non-
consenting Holder):

       (a) reduce the principal amount of Notes of each tranche whose Holders
must consent to an amendment, supplement or waiver;

       (b) reduce the principal of or change the fixed maturity of any Note or
alter or waive any of the provisions with respect to the redemption of the Notes
of either tranche, other than provisions relating to Sections 3.11 or 4.15
hereof;

       (c) reduce the rate of or change the time for payment of interest,
including default interest, on any Note;

       (d) waive a Default or Event of Default in the payment of principal of or
premium or Special Interest, if any, or interest on the Notes of either tranche
(except a rescission of acceleration of the Notes by the Holders of at least a
majority in aggregate principal amount of the then outstanding Notes of each
tranche and a waiver of the payment default that resulted from such
acceleration;

       (e) make any Note payable in money other than that stated in the Notes;

       (f) make any change in the provisions of this Indenture relating to
waivers of past Defaults or the rights of Holders of Notes to receive payments
of principal of or premium, interest or Special Interest, if any, on the Notes;

       (g) waive a redemption payment with respect to any Note, other than a
payment required by Section 3.11 or 4.15 hereof;
<PAGE>

                                                                              84

       (h) make any change in the foregoing amendment and waiver provisions.

Section 9.03.  Compliance with Trust Indenture Act.

       Every amendment or supplement to this Indenture or the Notes shall be set
forth in a amended or supplemental indenture that complies with the TIA as then
in effect.

Section 9.04.  Revocation and Effect of Consents.

       Until an amendment, supplement or waiver becomes effective, a consent to
it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note.  However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective.  An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

Section 9.05.  Notation on or Exchange of Notes.

       The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated.  The Company in
exchange for all Notes may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes of the same tranche that reflect
the amendment, supplement or waiver.

       Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.

Section 9.06.  Trustee to Sign Amendments, etc.

       The Trustee shall sign any amended or supplemental indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee.  The
Company may not sign an amendment or supplemental indenture until the Board of
Directors approves it.  In executing any amended or supplemental indenture, the
Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall
be fully protected in relying upon an Officer's Certificate and an Opinion of
Counsel stating that the execution of such amended or supplemental indenture is
authorized or permitted by this Indenture and that such amendment is the legal,
valid and binding obligation of the Company and any Guarantors, enforceable
against them in accordance with their terms, subject to customary exceptions,
and complies with the provisions hereof (including Section 9.03).

                            ARTICLE 10. GUARANTEES
<PAGE>

                                                                              85

Section 10.01.  Guarantee.

       Subject to this Article 10, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or
the obligations of the Company hereunder or thereunder, that:  (a) the principal
of and interest on the Notes will be promptly paid in full when due, whether at
maturity, by acceleration, redemption or otherwise, and interest on the overdue
principal of and interest on the Notes, if any, if lawful, and all other
obligations of the Company to the Holders or the Trustee hereunder or thereunder
will be promptly paid in full or performed, all in accordance with the terms
hereof and thereof; and (b) in case of any extension of time of payment or
renewal of any Notes or any of such other obligations, that same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.
Failing payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Guarantors shall be jointly and severally
obligated to pay the same immediately.  Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.

       The Guarantors hereby agree that their obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor.  Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenant that this Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture.

       If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors or any custodian, trustee, liquidator or
other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, this
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.

       Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby.  Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of
such obligations as provided in Article 6 hereof, such obligations (whether or
not due and payable) shall forthwith become due and payable by the Guarantors
for the purpose of this Guarantee.  The Guarantors shall
<PAGE>

                                                                              86

have the right to seek contribution from any non-paying Guarantor so long as the
exercise of such right does not impair the rights of the Holders under the
Guarantee.

Section 10.02.  Limitation on Guarantor Liability.

       Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Guarantee of such
Guarantor not constitute a fraudulent transfer or conveyance for purposes of
Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to any
Guarantee.  To effectuate the foregoing intention, the Trustee, the Holders and
the Guarantors hereby irrevocably agree that the obligations of such Guarantor
under its Guarantee and this Article 10 shall be limited to the maximum amount
as will, after giving effect to such maximum amount and all other contingent and
fixed liabilities of such Guarantor that are relevant under such laws, and after
giving effect to any collections from, rights to receive contribution from or
payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under this Article 10, result in the
obligations of such Guarantor under its Guarantee not constituting a fraudulent
transfer or conveyance.

Section 10.03.  Execution and Delivery of Guarantee.

       To evidence its Guarantee set forth in Section 10.01, each Guarantor
hereby agrees that a notation of such Guarantee substantially in the form
included in Exhibit D shall be endorsed by an Officer of such Guarantor on each
            ---------
Note authenticated and delivered by the Trustee and that this Indenture shall be
executed on behalf of such Guarantor by an Officer thereof.

       Each Guarantor hereby agrees that its Guarantee set forth in Section
10.01 shall remain in full force and effect notwithstanding any failure to
endorse on each Note a notation of such Guarantee.

       If an Officer whose signature is on this Indenture or on the Guarantee no
longer holds that office at the time the Trustee authenticates the Note on which
a Guarantee is endorsed, the Guarantee shall be valid nevertheless.

       The delivery of any Note by the Trustee, after the authentication thereof
hereunder, shall constitute due delivery of the Guarantee set forth in this
Indenture on behalf of the Guarantors.

       In the event that any Restricted Subsidiary guarantees any Debt
Securities issued by the Company subsequent to the date of this Indenture, if
required by Section 4.22 hereof, the Company shall cause such Restricted
Subsidiary to execute supplemental indentures to this Indenture and Guarantees
in accordance with Section 4.22 hereof, and this Article 10, to the extent
applicable.

Section 10.04.  Guarantors May Consolidate, etc., on Certain Terms.

       No Guarantor may consolidate with or merge with or into (whether or not
such Guarantor is the surviving Person) another Person whether or not affiliated
with such Guarantor unless:
<PAGE>

                                                                              87

       (a) subject to Section 10.05 hereof, the Person formed by or surviving
any such consolidation or merger (if other than a Guarantor or the Company)
unconditionally assumes all the obligations of such Guarantor, pursuant to a
supplemental indenture in form and substance reasonably satisfactory to the
Trustee, under the Notes, this Indenture, the Registration Rights Agreement and
the Guarantee on the terms set forth herein or therein; and

       (b) immediately after giving effect to such transaction, no Default or
Event of Default exists.

       In case of any such consolidation, merger, sale or conveyance and upon
the assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the
Guarantee endorsed upon the Notes and the due and punctual performance of all of
the covenants and conditions of this Indenture to be performed by the Guarantor,
such successor Person shall succeed to and be substituted for the Guarantor with
the same effect as if it had been named herein as a Guarantor.  Such successor
Person thereupon may cause to be signed any or all of the Guarantees to be
endorsed upon all of the Notes issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee.  All the
Guarantees so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Guarantees theretofore and thereafter issued in
accordance with the terms of this Indenture as though all of such Guarantees had
been issued at the date of the execution hereof.

       Notwithstanding clauses (a) and (b) above, nothing contained in this
Indenture or in any of the Notes shall prevent any consolidation or merger of a
Guarantor with or into the Company or another Guarantor, or shall prevent any
sale or conveyance of the property of a Guarantor as an entirety or
substantially as an entirety to the Company, another Guarantor or a Restricted
Subsidiary.

Section 10.05.  Releases Following Sale of Assets.

       In the event of a sale or other disposition of all of the assets of any
Guarantor (other than GCL), by way of merger, consolidation or otherwise, or a
sale or other disposition of all of the capital stock of any Guarantor (other
than GCL), then such Guarantor (in the event of a sale or other disposition, by
way of such a merger, consolidation or otherwise, of all of the capital stock of
such Guarantor) or the Person acquiring the property (in the event of a sale or
other disposition of all or substantially all of the assets of such Guarantor)
will be released and relieved of any obligations under its Guarantee; provided
that the Net Proceeds of such sale or other disposition are applied in
accordance with the applicable provisions of this Indenture, including without
limitation Section 4.10 hereof.  Upon delivery by the Company to the Trustee of
an Officers' Certificate and an Opinion of Counsel to the effect that such sale
or other disposition was made by the Company in accordance with the applicable
provisions of this Indenture, including without limitation Section 4.10 hereof,
the Trustee shall execute any documents reasonably required in order to evidence
the release of any Guarantor from its obligations under its Guarantee.
<PAGE>

                                                                              88

       Any Guarantor not released from its obligations under its Guarantee shall
remain liable for the full amount of principal of and interest on the Notes and
for the other obligations of any Guarantor under this Indenture as provided in
this Article 10.


                    ARTICLE 11. SATISFACTION AND DISCHARGE

Section 11.01.  Satisfaction and Discharge of Indenture.

       This Indenture shall be discharged and will cease to be of further effect
as to all Notes of any tranche issued hereunder, when either

       (a)   all such Notes theretofore authenticated and delivered (except
lost, stolen or destroyed Notes which have been replaced or paid and Notes for
whose payment money has theretofore been deposited in trust and thereafter
repaid to the Company) have been delivered to the Trustee for cancellation; or

       (b)

       (i)   all Notes of such tranche not theretofore delivered to such Trustee
             for cancellation have become due and payable by reason of the
             making of a notice of redemption or otherwise or will become due
             and payable within one year and the Company or a Guarantor, has
             irrevocably deposited or caused to be deposited with such Trustee
             as trust funds in trust an amount of money sufficient to pay and
             discharge the entire Indebtedness on such Notes not theretofore
             delivered to the Trustee for cancellation for principal, premium,
             accrued interest and Special Interest, if any, to the date of
             maturity or redemption;

       (ii)  no Default or Event of Default with respect to this Indenture, so
             far as it relates to the Notes of such tranche, or the Notes of
             such tranche shall have occurred and be continuing on the date of
             such deposit or shall occur as a result of such deposit and such
             deposit will not result in a breach or violation of, or constitute
             a default under, any other instrument to which the Company or a
             Guarantor, is a party or by which the Company or a Guarantor is
             bound;

       (iii) the Company or a Guarantor has paid or caused to be paid all sums
             payable by it under this Indenture in respect of the Notes such
             tranche; and

       (iv)  the Company has delivered irrevocable instructions to the Trustee
             under this Indenture to apply the deposited money toward the
             payment of the Notes of such tranche at maturity or the redemption
             date, as the case may be.
<PAGE>

                                                                              89

       In addition, the Company must deliver an Officers Certificate and an
Opinion of Counsel to the Trustee stating that all conditions precedent to
satisfaction and discharge with respect to the Notes of such tranche have been
satisfied.

Section 11.02.  Application of Trust Money.

       Subject to the provisions of the last paragraph of Section 4.19 hereof,
all money deposited with the Trustee pursuant to Section 11.01 hereof shall be
held in trust and applied by it, in accordance with the provisions of the Notes
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as Paying Agent) as the Trustee may determine, to
Persons entitled thereto, of the principal (and premium, if any), interest and
Special Interest, if any, for whose payment such money has been deposited with
the Trustee.

       If the Trustee or Paying Agent is unable to apply any money or Government
Securities in accordance with Section 11.01 hereof 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 Notes shall be revived and
reinstated as though such deposit had occurred pursuant to Section 11.01 hereof;
provided that if the Company has made any payment of principal of, premium, if
any, or interest on any Notes because of the reinstatement of its obligations,
the Company shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the money or Government Securities held by the Trustee
or Paying Agent.


                           ARTICLE 12. MISCELLANEOUS

Section 12.01.  Trust Indenture Act Controls.

       If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by TIA (S) 318(c), the imposed duties shall control.

Section 12.02.  Notices.

       Any notice or communication by the Company, any Guarantor or the Trustee
to the others is duly given if in writing and delivered in Person or mailed by
first class mail (registered or certified, return receipt requested), telecopier
or overnight air courier guaranteeing next day delivery, to the others address:

       If to the Company and/or any Guarantor:

            Global Crossing Holdings Ltd.
            Wessex House
            45 Reid Street
<PAGE>

                                                                              90

            Hamilton HM 12
            Telecopier No.:  (441) 296-8606
            Attention:  Secretary of the Company

       With a copy to:

            Simpson Thacher & Bartlett
            425 Lexington Avenue
            New York, NY  10017
            Telecopier No.:  (212) 455-2502
            Attention:  D. Rhett Brandon, Esq.

       If to the Trustee:

            United States Trust Company of New York
            114 West 47th Street - 25th Floor
            New York, New York  10036
            Telecopier No.:(212) 852-1626
            Attention:  Cynthia Chaney

       With a copy to:

            Winston & Strawn
            200 Park Avenue
            New York, NY 10166
            Telecopier No.:(212) 294-4700
            Attention:  Jeffrey H. Elkin, Esq.

       The Company, any Guarantor or the Trustee, by notice to the others may
designate additional or different addresses for subsequent notices or
communications.

       All notices and communications (other than those sent to Holders) shall
be deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt acknowledged, if telecopied; and the next
Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

       Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar.  Any notice or communication shall also be so mailed to any
Person described in TIA ' 313(c), to the extent required by the TIA.  Failure to
mail a notice or communication to a Holder or any defect in it shall not affect
its sufficiency with respect to other Holders.
<PAGE>

                                                                              91



       If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it except that any notice or communication to the Trustee shall be
deemed to have been duly given to the Trustee when received at the Corporate
Trust Office of the Trustee.

       If the Company mails a notice or communication to Holders, it shall mail
a copy to the Trustee and each Agent at the same time.

Section 12.03.  Communication by Holders of Notes with Other Holders of Notes.

       Holders may communicate pursuant to TIA (S) 312(b) with other Holders
with respect to their rights under this Indenture or the Notes. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA (S)
312(c).

Section 12.04.  Certificate and Opinion as to Conditions Precedent.

       Upon any request or application by the Company to the Trustee to take any
action under this Indenture, except with respect to the initial authentication
of Notes on the date of this Indenture, the Company shall furnish to the
Trustee:

       (a)     an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 12.05 hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied; and

       (b)     an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 12.05 hereof) stating that, in the opinion of such counsel, all such
conditions precedent and covenants have been satisfied.

Section 12.05.  Statements Required in Certificate or Opinion.

       Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA (S) 314(a)(4)) shall comply with the provisions of TIA (S)
314(e) and shall include:

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

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

                                                                              92


       (c)     a statement that, in the opinion of such Person, he or she has or
they have made such examination or investigation as is necessary to enable him
to express an informed opinion as to whether or not such covenant or condition
has been satisfied; and

       (d)     a statement as to whether or not, in the opinion of such Person,
such condition or covenant has been satisfied.

Section 12.06.  Rules by Trustee and Agents.

       The Trustee may make reasonable rules for action by or at a meeting of
Holders.  The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

Section 12.07.  No Personal Liability of Directors, Officers, Employees and
                  Shareholders.

       No past, present or future director, officer, employee, incorporator or
shareholder of the Company or any Guarantor, as such, shall have any liability
for any obligations of the Company or such Guarantor under the Notes, the
Subsidiary Guarantees, this Indenture or for any claim based on, in respect of,
or by reason of, such obligations or their creation.  Each Holder by accepting a
Note waives and releases all such liability.  The waiver and release are part of
the consideration for issuance of the Notes.

Section 12.08.  Governing Law.

       THIS INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 12.09.  Currency Indemnity.

       U.S. dollars are the sole currency of account and payment for all sums
payable by the Company and the Guarantors under or in connection with the Notes,
including damages. Any account received or recovered in a currency other than
dollars (whether as a result of, or the enforcement of, a judgment or order of a
court of any jurisdiction, in the liquidation, dissolution or other winding-up
of the affairs of the Company or the Guarantors or otherwise) by any Holder of a
Note in respect of any sum expressed to be due to it from the Company or the
Guarantors shall only constitute a discharge to the Company and the Guarantors
to the extent of the dollar amount which the recipient is able to purchase with
the amount so received or recovered in that other currency on the date of that
receipt or recovery (or, if it is not practicable to make that purchase on that
date, on the first date on which it is practicable to do so). If that dollar
amount is less than the dollar amount expressed to be due to the recipient under
any Note, the Company and the Guarantors shall indemnify it against any loss
sustained by it as a result. In any event, the Company and the Guarantors shall
indemnify the recipient against the cost of making any such purchase. For the
purposes of this paragraph, it will be sufficient for the Holder of a Note to
certify in a satisfactory manner (indicating the sources of information used)
that it would have suffered a loss had an actual purchase of dollars been made
with the amount so received in that
<PAGE>

                                                                              93


other currency on the date of receipt or recovery (or, if a purchase of dollars
on such date had not been practicable, on the first date on which it would have
been practicable, it being required that the need for a change of date be
certified in the manner mentioned above). These indemnities constitute a
separate and independent obligation from the Company's and the Guarantors' other
obligations, shall give rise to a separate and independent cause of action,
shall apply irrespective of any indulgence granted by any Holder of a Note and
shall constitute in full force and effect despite any other judgment, order,
claim or proof for a liquidated amount in respect of any sum due under any Note.

Section 12.10.  Consent to Jurisdiction and Service.

       To the fullest extent permitted by applicable law, the Company and each
of the Guarantors hereby irrevocably submit to the jurisdiction of any Federal
or State court located in the Borough of Manhattan in The City of New York, New
York in any suit, action or proceeding based on or arising out of or relating to
this Agreement or any Notes or Exchange Notes, and irrevocably agree that all
claims in respect of such suit or proceeding may be determined in any such
court.  The Company and each of the Guarantors irrevocably waive, to the fullest
extent permitted by law, any objection which they may have to the laying of the
venue of any such suit, action or proceeding brought in such a court and any
claim that any suit, action or proceeding brought in such a court has been
brought in an inconvenient forum.  The Company and each of the Guarantors agree
that final judgment in any such suit, action or proceeding brought in such a
court shall be conclusive and binding upon the Company and each such Guarantor
and may be enforced in the courts of Bermuda (or any other courts to the
jurisdiction of which the Company or such Guarantor is subject) by a suit upon
such judgment, provided that service of process is effected upon the Company or
               --------
such Guarantor in the manner specified herein or as otherwise permitted by law.
The Company and each of the Guarantors hereby irrevocably designate and appoint
CT Corporation System, 1633 Broadway - 23rd Floor, New York, New York (the
"Process Agent"), as the authorized agent of the Company and each such Guarantor
upon whom process may be served in any such suit or proceeding, it being
understood that the designation and appointment of the Process Agent as such
authorized agent shall become effective immediately without any further action
on the part of the Company or any Guarantor.  The Company and each of the
Guarantors hereby represent to each Initial Purchaser that they have notified
the Process Agent of such designation and appointment and that the Process Agent
has accepted the same in writing.  The Company and each of the Guarantors hereby
irrevocably authorize and direct the Process Agent to accept such service.  The
Company and each of the Guarantors further agree that service of process upon
the Process Agent and written notice of said service to the Company mailed by
prepaid registered first class mail or delivered to the Process Agent at its
principal office, shall be deemed in every respect effective service of process
upon the Company and each Guarantor in any such suit or proceeding.  Nothing
herein shall affect the right of any Initial Purchaser or any person controlling
any Initial Purchaser to serve process in any other matter permitted by law.
The Company and each of the Guarantors further agree 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 the Process
Agent in full force and effect so long as the Company or any Guarantor has any
outstanding obligations under this Agreement, the Notes, the Exchange Notes or
the Indenture.  To the extent that the Company or any Guarantor has or hereafter
may acquire any immunity from jurisdiction of any court or from any legal
process (whether through
<PAGE>

                                                                              94


service of note, attachment prior to judgment, attachment in aid of execution,
executor or otherwise) with respect to itself or its property, the Company and
each such Guarantor hereby irrevocably waive such immunity in respect of their
respective obligations under this Agreement, to the extent permitted by law.

Section 12.11.  No Adverse Interpretation of Other Agreements.

       This Indenture may not be used to interpret any other indenture, loan or
debt agreement of the Company or its Subsidiaries or of any other Person.  Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

Section 12.12.  Successors.

       All agreements of the Company in this Indenture and the Notes shall bind
its successors.  All agreements of the Trustee in this Indenture shall bind its
successors.

Section 12.13.  Severability.

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

Section 12.14.  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 12.15.  Table of Contents, Headings, etc.

       The Table of Contents, Cross-Reference Table and Headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Indenture and shall in no way
modify or restrict any of the terms or provisions hereof.

                       [Indenture signature page follows]
<PAGE>

                                                                              95


                           [Indenture signature page]

Dated as of November 19, 1999

                            Global Crossing Holdings Ltd.


                            By:___________________________________
                               Name:
                               Title:


                               Guarantor:

                            Global Crossing Ltd.


                            By:___________________________________
                               Name:
                               Title:



                            United States Trust Company of New York, as Trustee


                            By:___________________________________
                               Name:
                               Title:
<PAGE>

                                  EXHIBIT A-1

                                (Face of Note)

[Insert the Global Note Legends, if applicable pursuant to the provisions of the
                                   Indenture]
 [Insert the Private Placement Legend, if applicable pursuant to the provisions
                               of the Indenture]
                     [Insert Original Issue Discount Legend]

                                                                     CUSIP

              9 1/8% [Series A] [Series B] Senior Notes due 2006
No.                                                                    $

                         Global Crossing Holdings Ltd.

promises to pay to Cede & Co.

or registered assigns, the principal sum of

Dollars on November 15, 2006.

                       Interest Payment Dates:  May 15 and November 15.

                       Record Dates:  May 1 and November 1.

                            Global Crossing Holdings Ltd.

                            By:

                                      Name:
                                      Title:

                            By:

                                      Name:
                                      Title:

This is one of the

Notes referred to in the

within-mentioned Indenture:

                                     A-1-1
<PAGE>

United States Trust Company of New York,
as Trustee

By:                                      Dated:  November 19, 1999
Name:
Title:

                                     A-1-2
<PAGE>

                                 (Back of Note)

9 1/8% Series A Senior Notes due 2006

       Capitalized terms used herein shall have the meanings assigned to them in
the Indenture referred to below unless otherwise indicated. For the purposes of
this Note, the term "Notes" shall refer only to the Company's 9 1/8% Senior
Notes due 2006.

       1.  Interest.

       Global Crossing Holdings Ltd., a Bermuda company (the "Company"),
promises to pay interest on the principal amount of this Note at 9 1/8% per
annum from November 19, 1999 until maturity and shall pay the Special Interest
payable pursuant to Section 5 of the Registration Rights Agreement referred to
below. The Company shall pay interest and Special Interest semi-annually on
November 15 and May 15 of each year, or if any such day is not a Business Day,
on the next succeeding Business Day (each an "Interest Payment Date"). Interest
on the Notes shall accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from the date of issuance; provided that
if there is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that the first Interest
Payment Date shall be May 15, 2000. The Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time on demand at a rate that is
1.0% per annum in excess of the rate then in effect; it shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest and Special Interest (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.

       2.  Method of Payment.

       The Company shall pay interest on the Notes (except defaulted interest)
and Special Interest to the Persons who are registered Holders of Notes at the
close of business on the November 1 or May 1 next preceding the Interest Payment
Date, even if such Notes are canceled after such record date and on or before
such Interest Payment Date, except as provided in Section 2.12 of the Indenture
with respect to defaulted interest.  The Notes shall be payable as to principal,
premium and Special Interest, if any, and interest at the office or agency of
the Company maintained for such purpose within or without the City and State of
New York, or, at the option of the Company, payment of interest and Special
Interest may be made by check mailed to the Holders at their addresses set forth
in the register of Holders, and provided that payment by wire transfer of
immediately available funds shall be required with respect to principal of and
interest, premium and Special Interest on, all Global Notes and all other Notes
the Holders of which shall have provided wire transfer instructions to the
Company or the Paying Agent.  Such payment shall be in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.

       3.  Paying Agent and Registrar.

                                     A-1-3
<PAGE>

       Initially, United States Trust Company of New York, the Trustee under the
Indenture, shall act as Paying Agent and Registrar.  The Company may change any
Paying Agent or Registrar without notice to any Holder.  The Company or any of
its Restricted Subsidiaries may act in any such capacity.

       4.  Indenture.

       The Company issued the Notes under an Indenture dated as of November 19,
1999 ("Indenture") among the Company, the Guarantors and the Trustee.  The terms
of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code (S)(S) 77aaa-77bbbb) (the "TIA"). The Notes are subject to all such terms,
and Holders are referred to the Indenture and the TIA for a statement of such
terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. The Notes are obligations of the Company limited to $900.0 million
in aggregate principal amount.

       5.  Optional Redemption.

       (a) Except as set forth in subparagraph (b) below and in Section 6
hereof, the Notes shall not be redeemable at the Company's option at any time.

       (b) At any time prior to their maturity, the Notes may be redeemed at the
option of the Company, in whole but not in part, upon the occurrence of a Change
of Control, upon not less than 30 nor more than 60 days' prior notice (but in no
event may any such redemption occur more than 90 days after the occurrence of
such Change of Control) mailed by first-class mail to each Holder's registered
address, at a redemption price equal to 100% of the principal amount thereof
plus the relevant Applicable Premium as of, and accrued and unpaid interest, if
any, to, the date of redemption.

       (c) Any redemption pursuant to this Section 5 shall be made pursuant to
the provisions of Sections 3.01 through 3.06 of the Indenture.

       6.  Optional Tax Redemption.

       The Notes shall be subject to redemption at the option of the Company or
a successor corporation at any time, in whole but not in part, upon not less
than 30 nor more than 60 days' notice, at a redemption price equal to the
principal amount thereof, plus accrued and unpaid interest thereon to the
redemption date if, as a result of any change in or amendment to the laws or any
regulations or ruling promulgated thereunder of (x) Bermuda or any political
subdivision or governmental authority thereof or therein having the power to
tax, (y) any jurisdiction, other than the United States, from or through which
payment on the Notes is made by the Company or a successor corporation, or its
paying agent in its capacity as such or any political subdivision or
governmental authority thereof or therein having the power to tax or (z) any
other jurisdiction, other than the United States, in which the Company or a
successor corporation is organized, or any political subdivision or governmental
authority thereof or therein having the power to tax, or any change in the
official application or interpretation of such laws, regulations or rulings, or
any change in the official application or interpretation of, or any execution of
or amendment to, any treaty or treaties affecting taxation to which such
jurisdiction (or such political subdivision or taxing authority) is a party (a
"Change in Tax Law"), which becomes effective on or after November 12, 1999, the
Company or a successor corporation

                                     A-1-4
<PAGE>

is or would be required on the next succeeding interest payment date to pay
Additional Amounts with respect to the Notes (as described under Section 7
hereof), and the payment of such Additional Amounts cannot be avoided by the use
of any reasonable measures available to the Company or a successor corporation.

       In addition, the Notes shall be subject to redemption at the option of
the Company at any time, in whole but not in part, upon not less than 30 nor
more than 60 days' notice, at a redemption price equal to the principal amount
thereof, plus accrued and unpaid interest thereon to the redemption date, if the
Person formed by a consolidation or amalgamation of the Company or into which
the Company is merged or to which the Company conveys, transfers or leases its
properties and assets substantially as an entirety is required, as a consequence
of such consolidation, amalgamation, merger, conveyance, transfer or lease and
as a consequence of a Change in Tax Law occurring after the date of such
consolidation, amalgamation, merger, conveyance, transfer or lease, to pay
Additional Amounts in respect of any tax, assessment or governmental charge
imposed on any Holder of Notes.

       7.  Payment of Additional Amounts.

       If any deduction or withholding for any present or future taxes,
assessments or other governmental charges of (x) Bermuda or any political
subdivision or governmental authority thereof or therein having power to tax,
(y) any jurisdiction, other than the United States, from or through which
payment on the Notes is made by the Company or a successor corporation, or its
paying agent in its capacity as such or any political subdivision or
governmental authority thereof or therein having the power to tax or (z) any
other jurisdiction, other than the United States, in which the Company or a
successor corporation is organized, or any political subdivision or governmental
authority thereof or therein having the power to tax shall at any time be
required by such jurisdiction (or any such political subdivision or taxing
authority) in respect of any amounts to be paid by the Company or a successor
corporation under the Notes, the Company or a successor corporation shall pay to
each Holder of Notes as additional interest, such additional amounts
("Additional Amounts") as may be necessary in order that the net amounts paid to
such holder of such Notes who, with respect to any such tax, assessment or other
governmental charge, is not resident in, or a citizen of, such jurisdiction,
after such deduction or withholding, shall be not less than the amount specified
in such Notes to which such Holder is entitled; provided, however, that the
Company or a successor corporation shall not be required to make any payment of
Additional Amounts for or on account of:

       (a) Any tax, assessment or other governmental charge that would not have
been imposed but for (i) the existence of any present or former connection
between such Holder (or between a fiduciary, settlor, beneficiary, member or
shareholder of, or possessor of a power over, such Holder, if such Holder is an
estate, trust, partnership, limited liability company or corporation) and the
taxing jurisdiction or any political subdivision or territory or possession
thereof or area subject to its jurisdiction, including, without limitation, such
Holder (or such fiduciary, settlor, beneficiary, member, shareholder or
possessor) being or having been a citizen or resident thereof or being or having
been present or engaged in a trade or business therein or having or having had a
permanent establishment therein, (ii) the presentation of a Note (where
presentation is required) for payment on a date more than 30 days after (x) the
date on which such payment became due and payable or (y) the date on which
payment thereof is duly provided for, whichever occurs later, or (iii) the
presentation of a Note for payment in Bermuda or any political subdivision
thereof or therein, unless such Note could not have been presented for payment
elsewhere;

                                     A-1-5
<PAGE>

       (b) Any estate, inheritance, gift, sales, transfer, personal property or
similar tax, assessment or other governmental charge;

       (c) Any tax, assessment or other governmental charge that is payable
otherwise than by withholding from payment of principal of, premium, if any, or
any interest on the Notes;

       (d) Any tax, assessment or other governmental charge that is imposed or
withheld by reason of the failure by the Holder or the beneficial owner of the
Note to comply with a request of the Company addressed to the Holder (i) to
provide information, documents or other evidence concerning the nationality,
residence or identity of the Holder or such beneficial owner or (ii) to make and
deliver any declaration or other similar claim (other than a claim for refund of
a tax, assessment or other governmental charge withheld by the Company) or
satisfy any information or reporting requirements, which, in the case of (i) or
(ii), is required or imposed by a statute, treaty, regulation or administrative
practice of the taxing jurisdiction as a precondition to exemption from all or
part of such tax, assessment or other governmental charge; or

       (e) Any combination of items (a), (b), (c) and (d) above;

       nor shall Additional Amounts be paid with respect to any payment of the
principal of, or any premium or interest on, any Note to any Holder who is a
fiduciary or partnership or limited liability company or other than the sole
beneficial owner of such payment to the extent such payment would be required by
the laws of (x) Bermuda or any political subdivision or governmental authority
thereof or therein having the power to tax, (y) any jurisdiction, other than the
United States, from or through which payment on the Notes is made by the Company
or a successor corporation, or its paying agent in its capacity as such or any
political subdivision or governmental authority thereof or therein having the
power to tax or (z) any other jurisdiction, other than the United States, in
which the Company or a successor corporation is organized, or any political
subdivision or governmental authority thereof or therein having the power to tax
to be included in the income for tax purposes of a beneficiary or settlor with
respect to such fiduciary or a member of such partnership, limited liability
company or beneficial owner who would not have been entitled to such Additional
Amounts had it been the Holder of such Note.

       The Company shall provide the Trustee with the official acknowledgment of
the relevant taxing authority (or, if such acknowledgment is not available, a
certified copy thereof) evidencing the payment of the withholding taxes, if any,
by the Company. Copies of such documentation shall be made available to the
Holders of the Notes or the Paying Agent, as applicable, upon request therefor.

       All references in the Indenture to principal of, premium, if any, and
interest on the Notes shall include any Additional Amounts payable by the
Company in respect of such principal, such premium, if any, and such interest.

       8.  Mandatory Redemption.

       Except as set forth in Section 9 below, the Company shall not be required
to make mandatory redemption or sinking fund payments with respect to the Notes.

       9.  Repurchase at Option of Holder.

                                     A-1-6
<PAGE>

       (a) Upon the occurrence of a Change of Control, the Company shall make an
offer (a "Change of Control Offer") to repurchase all or any part (equal to
$1,000 or an integral multiple thereof) of each Holder's Notes at a purchase
price equal to 101% of the aggregate principal amount thereof, plus accrued and
unpaid interest and Special Interest thereon, if any, to the date of repurchase
(the "Change of Control Payment"); provided, however, that the Company shall not
be obligated to repurchase Notes pursuant to this subparagraph in the event that
it has exercised its rights to redeem all of the Notes as described in Section
5(c) hereof.  Within 30 days following any Change of Control, the Company shall
mail a notice to each Holder setting forth the procedures governing the Change
of Control Offer as required by the Indenture.

       (b) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, consummate any Asset Sale unless, (i)
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 (as determined in good faith by the Board of Directors (including as to
the value of all noncash consideration) and set forth in an Officer's
Certificate delivered to the Trustee) of the assets or Equity Interests issued
or sold or otherwise disposed of and (ii) at least 75% of the consideration
therefor is in the form of cash and/or Cash Equivalents, and (iii) the Net
Proceeds received by the Company (or such Restricted Subsidiary, as the case may
be) from such Asset Sale are applied within 360 days following the receipt of
such Net Proceeds (a) first, to the extent the Company (or such Restricted
Subsidiary, as the case may be) elects, to the redemption or repurchase of
outstanding pari passu Indebtedness of the Company or Purchase Money
Indebtedness of any Restricted Subsidiary; provided that in the event that such
Restricted Subsidiary is a Guarantor, the Purchase Money Indebtedness to be
redeemed or repurchased ranks at least pari passu to the Guarantee given by such
Restricted Subsidiary and (b) second, to the extent of the balance of such Net
Proceeds after application as described in (a) above and to the extent the
Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest,
or enter into a legally binding agreement to reinvest, such Net Proceeds (or any
portion thereof) in assets that are used or useful in a Permitted Business. The
balance of such Net Proceeds, after the application of such Net Proceeds as
described in the immediately preceding clauses (a) and (b), shall constitute
"Excess Proceeds."

       (c) When the aggregate amount of Excess Proceeds equals or exceeds $15.0
million (taking into account income earned on such Excess Proceeds), the Company
shall be required to make an offer to all Holders of Notes and pari passu
Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of
Notes and pari passu Indebtedness that may be purchased out of the Excess
Proceeds, at a purchase price in cash in an amount equal to 100% of the
principal amount thereof, plus accrued and unpaid interest thereon to the date
of purchase, in accordance with the procedures set forth in Article 3 of the
Indenture and the agreements governing such pari passu Indebtedness. To the
extent that any Excess Proceeds remain after consummation of an Asset Sale
Offer, the Company may use such Excess Proceeds for any purpose not otherwise
prohibited by the Indenture. If the aggregate principal amount of Notes and pari
passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders
thereof exceeds the amount of Excess Proceeds, the Trustee shall select the
Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon
completion of such Asset Sale Offer, the amount of Excess Proceeds shall be
reset at zero for purposes of the first sentence of this paragraph.

       10.  Notice of Redemption.

                                     A-1-7
<PAGE>

       Notice of redemption shall be mailed at least 30 days but not more than
60 days before the redemption date to each Holder whose Notes are to be redeemed
at its registered address.  Notes in denominations larger than $1,000 may be
redeemed in part but only in whole multiples of $1,000, unless all of the Notes
held by a Holder are to be redeemed.  On and after the redemption date interest
shall cease to accrue on Notes or portions thereof called for redemption.

       11.  Denominations, Transfer, Exchange.

       The Notes are in registered form without coupons in denominations of
$1,000 and integral multiples of $1,000.  The transfer of Notes may be
registered and Notes may be exchanged as provided in the Indenture.  The
Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company may require a
Holder to pay any taxes and fees required by law or permitted by the Indenture.
The Company need not exchange or register the transfer of any Note or portion of
a Note selected for redemption, except for the unredeemed portion of any Note
being redeemed in part.  Also, the Company need not exchange or register the
transfer of any Notes for a period of 15 days before a selection of Notes to be
redeemed or during the period between a record date and the corresponding
Interest Payment Date.

       12.  Persons Deemed Owners.

       The registered Holder of a Note may be treated as its owner for all
purposes under the Indenture.

       13.  Amendment, Supplement and Waiver.

       Subject to certain exceptions, the Indenture, the Notes or any Guarantee
may be amended or supplemented with the consent of the Holders of at least a
majority in principal amount of the then outstanding Notes voting as a single
class, and any existing default or compliance with any provision of the
Indenture, the Notes or any Guarantee may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes voting
as a single class.  Without the consent of any Holder of a Note, the Indenture,
the Notes or any Guarantee may be amended or supplemented to cure any ambiguity,
defect or inconsistency, to provide for uncertificated Notes in addition to or
in place of certificated Notes, to provide for the assumption of the Company's
or any Guarantor's obligations to Holders of the Notes in case of a merger or
consolidation, to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the legal
rights under the Indenture of any such Holder, to comply with the requirements
of the SEC in order to effect or maintain the qualification of the Indenture
under the TIA, or to allow any Guarantor to execute a supplemental indenture to
the Indenture.

       14.  Defaults and Remedies.

       (a) Events of Default under the Indenture include:  (i) the failure to
pay interest on, or Special Interest, if any, with respect to the Notes, when
the same becomes due and payable if such default continues for a period of 30
days, (ii) the failure to pay principal of any Notes when such principal becomes
due and payable, at maturity, upon redemption or otherwise; (iii) failure by the
Company or any Restricted Subsidiary to comply with Sections 4.07, 4.09, 4.10,
4.15 or 5.01 of the Indenture; (iv) failure by the Company or any Restricted
Subsidiary for 60 days after notice to comply with any of its other

                                     A-1-8
<PAGE>

agreements in the Indenture or this Note; (v) default under any mortgage,
indenture or instrument under which there may be issued or by which there may be
secured or evidenced any Indebtedness for money borrowed by the Company or any
of its Restricted Subsidiaries (or the payment of which is guaranteed by the
Company or any of its Restricted Subsidiaries) whether such Indebtedness or
guarantee now exists, or is created after the date of the Indenture, which
default results in the acceleration of such Indebtedness prior to its express
maturity and, in each case, the principal amount of any such Indebtedness,
together with the principal amount of any other such Indebtedness or the
maturity of which has been so accelerated, aggregates $25.0 million or more;
(vi) failure by the Company or any of its Restricted Subsidiaries to pay final
judgments not subject to appeal aggregating in excess of $25.0 million (net of
applicable insurance coverage which is acknowledged in writing by the insurer),
which judgments are not paid, discharged or stayed for a period of 60 days;
(vii) except as permitted by the Indenture, any Guarantee shall be held in any
judicial proceeding to be unenforceable or invalid or shall cease for any reason
to be in full force and effect or any Guarantor, or any Person acting on behalf
of any Guarantor, shall deny or disaffirm its obligations under its Guarantee;
and (viii) certain events of bankruptcy or insolvency with respect to the
Company or any of the Company's Restricted Subsidiaries.

       (b) If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes may
declare all the Notes to be due and payable.  Notwithstanding the foregoing, in
the case of an Event of Default arising from certain events of bankruptcy or
insolvency, all outstanding Notes shall become due and payable without further
action or notice.  Holders may not enforce the Indenture or the Notes except as
provided in the Indenture.  Subject to certain limitations, Holders of a
majority in principal amount of the then outstanding Notes may direct the
Trustee in its exercise of any trust or power.  The Trustee may withhold from
Holders of the Notes notice of any continuing Default or Event of Default
(except a Default or Event of Default relating to the payment of principal or
interest) if it determines that withholding notice is in their interest.  The
Holders of a majority in principal amount of the then outstanding Notes by
notice to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or Event of Default and its consequences under the Indenture,
except a continuing Default or Event of Default in the payment of interest on,
or principal of, the Notes.  The Company shall deliver to the Trustee annually a
statement regarding compliance with the Indenture, and the Company, upon
becoming aware of any Default or Event of Default, deliver to the Trustee a
statement specifying such Default or Event of Default.

       15.  Additional Restricted Subsidiary Guarantees.

       If any Restricted Subsidiary guarantees any Debt Securities issued by the
Company after November 19, 1999, then such Restricted Subsidiary shall become a
Guarantor and execute a supplemental indenture and deliver an Opinion of
Counsel, in accordance with the terms of the Indenture.

       16.  Trustee Dealings with Company.

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

                                     A-1-9
<PAGE>

       17.  No Recourse Against Others.

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

       18.  Authentication.

       This Note shall not be valid until authenticated by the manual signature
of the Trustee or an authenticating agent.

       19.  Abbreviations.

       Customary abbreviations may be used in the name of a Holder or an
assignee, such as:  TEN COM (= tenants in common), TEN ENT (= tenants by the
entirety), 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.  Additional Rights of Holders of Restricted Global Notes and
Restricted Definitive Notes.

       In addition to the rights provided to Holders of Notes under the
Indenture, Holders of Notes shall have all the rights set forth in the
Registration Rights Agreement.

       21.  CUSIP Numbers.

       Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Notes and the Trustee may use CUSIP numbers in notices of
redemption as a convenience to Holders.  No representation is made as to the
accuracy of such numbers either as printed on the Notes or as contained in any
notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.

       The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

       Global Crossing Holdings Ltd.
       Wessex House
       45 Reid Street
       Hamilton HM 12, Bermuda
       Attention:  Secretary of the Company

                                     A-1-10
<PAGE>

                                 Assignment Form

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to

--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

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

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

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

--------------------------------------------------------------------------------
(Print or type assignee's name, address and zip code)

and irrevocably appoint

to transfer this Note on the books of the Company.  The agent may substitute
another to act for him.

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

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

                            Tax Identification No:


                            SIGNATURE GUARANTEE:

                            _________________________________

                            Signatures must be guaranteed by an "eligible
                            guarantor institution" meeting the requirements of
                            the Registrar, which requirements include membership
                            or participation in the Security Transfer Agent
                            Medallion Program ("STAMP") or such other "signature
                            guarantee program" as may be determined by the
                            Registrar in addition to, or in substitution for,
                            STAMP, all in accordance with the Securities
                            Exchange Act of 1934, as amended.

                                     A-1-11
<PAGE>

                       Option of Holder to Elect Purchase

       If you want to elect to have this Note purchased by the Company pursuant
to Section 4.10 or 4.15 of the Indenture, check the box below:

             Section 4.10     Section 4.15

       If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased: $________

Date:

                            Your Signature:
                            (Sign exactly as your name appears on the face of
this Note)

                            Tax Identification No:


                            SIGNATURE GUARANTEE:

                            _________________________________

                            Signatures must be guaranteed by an "eligible
                            guarantor institution" meeting the requirements of
                            the Registrar, which requirements include membership
                            or participation in the Security Transfer Agent
                            Medallion Program ("STAMP") or such other "signature
                            guarantee program" as may be determined by the
                            Registrar in addition to, or in substitution for,
                            STAMP, all in accordance with the Securities
                            Exchange Act of 1934, as amended.

                                     A-1-12
<PAGE>

           SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE/1/


       The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been
made:

<TABLE>
<CAPTION>
                                                            Principal Amount      Signature of
                   Amount of decrease  Amount of increase  of this Global Note     authorized
                      in Principal        in Principal       following such        officer of
                     Amount of this      Amount of this         decrease           Trustee or
Date of Exchange      Global Note         Global Note         (or increase)      Note Custodian
-----------------  ------------------  ------------------  -------------------  -----------------
<S>                <C>                 <C>                 <C>                  <C>
</TABLE>


-------------------------
/1/    This should be included only if the Note is issued in global form.

                                     A-1-13
<PAGE>

                                  EXHIBIT A-2

                 (Face of Regulation S Temporary Global Note)

       UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW
YORK) ("DTC") TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

       THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE 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 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

       THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT").  THE HOLDER HEREOF, BY PURCHASING THIS
SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF
THE ISSUANCE HEREOF (OR A PREDECESSOR SECURITY HERETO) OR (Y) BY ANY HOLDER THAT
WAS AN AFFILIATE OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING
THE DATE OF SUCH TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE COMPANY, (2) SO
LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS
A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE
OR OTHER 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
THIS SECURITY), (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT,
(4) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (5) 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.  THE HOLDER
HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF
THE COMPANY THAT IT IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A.

                                     A-2-1
<PAGE>

       THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).  NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON.

       FOR THE PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED, THIS SECURITY IS BEING ISSUED WITH ORIGINAL ISSUE
DISCOUNT; FOR EACH $1,000 PRINCIPAL AMOUNT OF THIS SECURITY, THE ISSUE PRICE IS
$981.18, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $18.82, THE ISSUE DATE IS
NOVEMBER 19, 1999, AND THE YIELD TO MATURITY ON THE ISSUE DATE IS 9.500% PER
ANNUM.

                                     A-2-2
<PAGE>

                                                                      CUSIP

              9 1/8% [Series A] [Series B] Senior Notes due 2006

No.                                                                     $
                          Global Crossing Holdings Ltd.

promises to pay to Cede & Co.

or registered assigns, the principal sum of

Dollars on November 15, 2006.

                       Interest Payment Dates:  May 15 and November 15.

                       Record Dates:  May 1 and November 1.

                            Global Crossing Holdings Ltd.


                            By:
                                 Name:
                                 Title:

                            By:
                                 Name:
                                 Title:
This is one of the

Notes referred to in the

within-mentioned Indenture:

United States Trust Company of New York,
as Trustee

By:                              Dated: November 19, 1999
Name:
Title:


                                     A-2-3
<PAGE>

                  (Back of Regulation S Temporary Global Note)

9 1/8% Series A Senior Notes due 2006

Capitalized terms used herein shall have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated. For the purposes of this
Note, the term "Notes" shall refer only to the Company's 9c% Senior Notes due
2006.

       1.  Interest.

       Global Crossing Holdings Ltd., a Bermuda company (the "Company"),
promises to pay interest on the principal amount of this Note at 9c% per annum
from November 19, 1999 until maturity and shall pay the Special Interest payable
pursuant to Section 5 of the Registration Rights Agreement referred to below.
The Company shall pay interest and Special Interest semi-annually on November 15
and May 15 of each year, or if any such day is not a Business Day, on the next
succeeding Business Day (each an "Interest Payment Date").  Interest on the
Notes shall accrue from the most recent date to which interest has been paid or,
if no interest has been paid, from the date of issuance; provided that if there
is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that the first Interest
Payment Date shall be May 15, 2000.  The Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time on demand at a rate that is
1.0% per annum in excess of the rate then in effect; it shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest and Special Interest (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful.  Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.

       Until this Regulation S Temporary Global Note is exchanged for one or
more Regulation S Permanent Global Notes, the Holder hereof shall not be
entitled to receive payments of interest hereon; until so exchanged in full,
this Regulation S Temporary Global Note shall in all other respects be entitled
to the same benefits as other Notes under the Indenture.

       2.  Method of Payment.

       The Company shall pay interest on the Notes (except defaulted interest)
and Special Interest to the Persons who are registered Holders of Notes at the
close of business on the November 1 or May 1 next preceding the Interest Payment
Date, even if such Notes are canceled after such record date and on or before
such Interest Payment Date, except as provided in Section 2.12 of the Indenture
with respect to defaulted interest.  The Notes shall be payable as to principal,
premium and Special Interest, if any, and interest at the office or agency of
the Company maintained for such purpose within or without the City and State of
New York, or, at the option of the Company, payment of interest and Special
Interest may be made by check mailed to the Holders at their addresses set forth
in the register of Holders, and provided that payment by wire transfer of
immediately available funds shall be required with respect to principal of and
interest, premium and Special Interest on, all Global Notes and all other Notes
the Holders of which shall have provided wire transfer instructions to the
Company or the Paying Agent.

                                     A-2-4
<PAGE>

Such payment shall be in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts.

       3.  Paying Agent and Registrar.

       Initially, United States Trust Company of New York, the Trustee under the
Indenture, shall act as Paying Agent and Registrar.  The Company may change any
Paying Agent or Registrar without notice to any Holder.  The Company or any of
its Restricted Subsidiaries may act in any such capacity.

       4.  Indenture.

       The Company issued the Notes under an Indenture dated as of November 19,
1999 ("Indenture") among the Company, the Guarantors and the Trustee. The terms
of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code (S)(S) 77aaa-77bbbb) (the "TIA"). The Notes are subject to all such terms,
and Holders are referred to the Indenture and the TIA for a statement of such
terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. The Notes are obligations of the Company limited to $900.0 million
in aggregate principal amount.

       5.  Optional Redemption.

       (a) Except as set forth in subparagraph (b) below and in Section 6
hereof, the Notes shall not be redeemable at the Company's option at any time.

       (b) At any time prior to their maturity, the Notes may be redeemed at the
option of the Company, in whole but not in part, upon the occurrence of a Change
of Control, upon not less than 30 nor more than 60 days' prior notice (but in no
event may any such redemption occur more than 90 days after the occurrence of
such Change of Control) mailed by first-class mail to each Holder's registered
address, at a redemption price equal to 100% of the principal amount thereof
plus the relevant Applicable Premium as of, and accrued and unpaid interest, if
any, to, the date of redemption.

       (c) Any redemption pursuant to this Section 5 shall be made pursuant to
the provisions of Sections 3.01 through 3.06 of the Indenture.

       6.  Optional Tax Redemption.

       The Notes shall be subject to redemption at the option of the Company or
a successor corporation at any time, in whole but not in part, upon not less
than 30 nor more than 60 days= notice, at a redemption price equal to the
principal amount thereof, plus accrued and unpaid interest thereon to the
redemption date if, as a result of any change in or amendment to the laws or any
regulations or ruling promulgated thereunder of (x) Bermuda or any political
subdivision or governmental authority thereof or therein having the power to
tax, (y) any jurisdiction, other than the United States, from or through which
payment on the Notes is made by the Company or a successor corporation, or its
paying agent in its capacity as such or any political subdivision or
governmental authority thereof or therein

                                     A-2-5
<PAGE>

having the power to tax or (z) any other jurisdiction, other than the United
States, in which the Company or a successor corporation is organized, or any
political subdivision or governmental authority thereof or therein having the
power to tax, or any change in the official application or interpretation of
such laws, regulations or rulings, or any change in the official application or
interpretation of, or any execution of or amendment to, any treaty or treaties
affecting taxation to which such jurisdiction (or such political subdivision or
taxing authority) is a party (a "Change in Tax Law"), which becomes effective on
or after November 12, 1999, the Company or a successor corporation is or would
be required on the next succeeding interest payment date to pay Additional
Amounts with respect to the Notes (as described under Section 7 hereof), and the
payment of such Additional Amounts cannot be avoided by the use of any
reasonable measures available to the Company or a successor corporation.

       In addition, the Notes shall be subject to redemption at the option of
the Company at any time, in whole but not in part, upon not less than 30 nor
more than 60 days' notice, at a redemption price equal to the principal amount
thereof, plus accrued and unpaid interest thereon to the redemption date, if the
Person formed by a consolidation or amalgamation of the Company or into which
the Company is merged or to which the Company conveys, transfers or leases its
properties and assets substantially as an entirety is required, as a consequence
of such consolidation, amalgamation, merger, conveyance, transfer or lease and
as a consequence of a Change in Tax Law occurring after the date of such
consolidation, amalgamation, merger, conveyance, transfer or lease, to pay
Additional Amounts in respect of any tax, assessment or governmental charge
imposed on any Holder of Notes.

       7.  Payment of Additional Amounts.

       If any deduction or withholding for any present or future taxes,
assessments or other governmental charges of (x) Bermuda or any political
subdivision or governmental authority thereof or therein having power to tax,
(y) any jurisdiction, other than the United States, from or through which
payment on the Notes is made by the Company or a successor corporation, or its
paying agent in its capacity as such or any political subdivision or
governmental authority thereof or therein having the power to tax or (z) any
other jurisdiction, other than the United States, in which the Company or a
successor corporation is organized, or any political subdivision or governmental
authority thereof or therein having the power to tax shall at any time be
required by such jurisdiction (or any such political subdivision or taxing
authority) in respect of any amounts to be paid by the Company or a successor
corporation under the Notes, the Company or a successor corporation shall pay to
each Holder of Notes as additional interest, such additional amounts
("Additional Amounts") as may be necessary in order that the net amounts paid to
such holder of such Notes who, with respect to any such tax, assessment or other
governmental charge, is not resident in, or a citizen of, such jurisdiction,
after such deduction or withholding, shall be not less than the amount specified
in such Notes to which such Holder is entitled; provided, however, that the
Company or a successor corporation shall not be required to make any payment of
Additional Amounts for or on account of:

       (a) Any tax, assessment or other governmental charge that would not have
been imposed but for (i) the existence of any present or former connection
between such Holder (or between a fiduciary, settlor, beneficiary, member or
shareholder of, or possessor of a power over, such Holder, if such Holder is an
estate, trust, partnership, limited liability company or corporation) and the
taxing jurisdiction or any political subdivision or territory or possession
thereof or area subject to its

                                     A-2-6
<PAGE>

jurisdiction, including, without limitation, such Holder (or such fiduciary,
settlor, beneficiary, member, shareholder or possessor) being or having been a
citizen or resident thereof or being or having been present or engaged in a
trade or business therein or having or having had a permanent establishment
therein, (ii) the presentation of a Note (where presentation is required) for
payment on a date more than 30 days after (x) the date on which such payment
became due and payable or (y) the date on which payment thereof is duly provided
for, whichever occurs later, or (iii) the presentation of a Note for payment in
Bermuda or any political subdivision thereof or therein, unless such Note could
not have been presented for payment elsewhere;

       (b) Any estate, inheritance, gift, sales, transfer, personal property or
similar tax, assessment or other governmental charge;

       (c) Any tax, assessment or other governmental charge that is payable
otherwise than by withholding from payment of principal of, premium, if any, or
any interest on the Notes;

       (d) Any tax, assessment or other governmental charge that is imposed or
withheld by reason of the failure by the Holder or the beneficial owner of the
Note to comply with a request of the Company addressed to the Holder (i) to
provide information, documents or other evidence concerning the nationality,
residence or identity of the Holder or such beneficial owner or (ii) to make and
deliver any declaration or other similar claim (other than a claim for refund of
a tax, assessment or other governmental charge withheld by the Company) or
satisfy any information or reporting requirements, which, in the case of (i) or
(ii), is required or imposed by a statute, treaty, regulation or administrative
practice of the taxing jurisdiction as a precondition to exemption from all or
part of such tax, assessment or other governmental charge; or

       (e) Any combination of items (a), (b), (c) and (d) above;

       nor shall Additional Amounts be paid with respect to any payment of the
principal of, or any premium or interest on, any Note to any Holder who is a
fiduciary or partnership or limited liability company or other than the sole
beneficial owner of such payment to the extent such payment would be required by
the laws of (x) Bermuda or any political subdivision or governmental authority
thereof or therein having the power to tax, (y) any jurisdiction, other than the
United States, from or through which payment on the Notes is made by the Company
or a successor corporation, or its paying agent in its capacity as such or any
political subdivision or governmental authority thereof or therein having the
power to tax or (z) any other jurisdiction, other than the United States, in
which the Company or a successor corporation is organized, or any political
subdivision or governmental authority thereof or therein having the power to tax
to be included in the income for tax purposes of a beneficiary or settlor with
respect to such fiduciary or a member of such partnership, limited liability
company or beneficial owner who would not have been entitled to such Additional
Amounts had it been the Holder of such Note.

       The Company shall provide the Trustee with the official acknowledgment of
the relevant taxing authority (or, if such acknowledgment is not available, a
certified copy thereof) evidencing the payment of the withholding taxes, if any,
by the Company. Copies of such documentation shall be made available to the
Holders of the Notes or the Paying Agent, as applicable, upon request therefor.

                                     A-2-7
<PAGE>

       All references in the Indenture to principal of, premium, if any, and
interest on the Notes shall include any Additional Amounts payable by the
Company in respect of such principal, such premium, if any, and such interest.

       8.  Mandatory Redemption.

       Except as set forth in Section 9 below, the Company shall not be required
to make mandatory redemption or sinking fund payments with respect to the Notes.

       9.  Repurchase at Option of Holder.

       (a) Upon the occurrence of a Change of Control, the Company shall make an
offer (a "Change of Control Offer") to repurchase all or any part (equal to
$1,000 or an integral multiple thereof) of each Holder's Notes at a purchase
price equal to 101% of the aggregate principal amount thereof, plus accrued and
unpaid interest and Special Interest thereon, if any, to the date of repurchase
(the "Change of Control Payment"); provided, however, that the Company shall not
be obligated to repurchase Notes pursuant to this subparagraph in the event that
it has exercised its rights to redeem all of the Notes as described in Section
5(c) hereof.  Within 30 days following any Change of Control, the Company shall
mail a notice to each Holder setting forth the procedures governing the Change
of Control Offer as required by the Indenture.

       (b) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, consummate any Asset Sale unless, (i)
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 (as determined in good faith by the Board of Directors (including as to
the value of all noncash consideration) and set forth in an Officer's
Certificate delivered to the Trustee) of the assets or Equity Interests issued
or sold or otherwise disposed of and (ii) at least 75% of the consideration
therefor is in the form of cash and/or Cash Equivalents, and (iii) the Net
Proceeds received by the Company (or such Restricted Subsidiary, as the case may
be) from such Asset Sale are applied within 360 days following the receipt of
such Net Proceeds (a) first, to the extent the Company (or such Restricted
Subsidiary, as the case may be) elects, to the redemption or repurchase of
outstanding pari passu Indebtedness of the Company or Purchase Money
Indebtedness of any Restricted Subsidiary; provided that in the event that such
Restricted Subsidiary is a Guarantor, the Purchase Money Indebtedness to be
redeemed or repurchased ranks at least pari passu to the Guarantee given by such
Restricted Subsidiary and (b) second, to the extent of the balance of such Net
Proceeds after application as described in (a) above and to the extent the
Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest,
or enter into a legally binding agreement to reinvest, such Net Proceeds (or any
portion thereof) in assets that are used or useful in a Permitted Business. The
balance of such Net Proceeds, after the application of such Net Proceeds as
described in the immediately preceding clauses (a) and (b), shall constitute
"Excess Proceeds."

       (c) When the aggregate amount of Excess Proceeds equals or exceeds $15.0
million (taking into account income earned on such Excess Proceeds), the Company
shall be required to make an offer to all Holders of Notes and pari passu
Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of
Notes and pari passu Indebtedness that may be purchased out of the Excess
Proceeds, at a purchase price in cash in an amount equal to 100% of the
principal amount thereof,

                                     A-2-8
<PAGE>

plus accrued and unpaid interest thereon to the date of purchase, in accordance
with the procedures set forth in Article 3 of the Indenture and the agreements
governing such pari passu Indebtedness. To the extent that any Excess Proceeds
remain after consummation of an Asset Sale Offer, the Company may use such
Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If
the aggregate principal amount of Notes and pari passu Indebtedness tendered
into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of
Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness
to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer,
the amount of Excess Proceeds shall be reset at zero for purposes of the first
sentence of this paragraph.

       10.  Notice of Redemption.

       Notice of redemption shall be mailed at least 30 days but not more than
60 days before the redemption date to each Holder whose Notes are to be redeemed
at its registered address.  Notes in denominations larger than $1,000 may be
redeemed in part but only in whole multiples of $1,000, unless all of the Notes
held by a Holder are to be redeemed.  On and after the redemption date interest
shall cease to accrue on Notes or portions thereof called for redemption.

       11.  Denominations, Transfer, Exchange.

       The Notes are in registered form without coupons in denominations of
$1,000 and integral multiples of $1,000.  The transfer of Notes may be
registered and Notes may be exchanged as provided in the Indenture.  The
Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company may require a
Holder to pay any taxes and fees required by law or permitted by the Indenture.
The Company need not exchange or register the transfer of any Note or portion of
a Note selected for redemption, except for the unredeemed portion of any Note
being redeemed in part.  Also, the Company need not exchange or register the
transfer of any Notes for a period of 15 days before a selection of Notes to be
redeemed or during the period between a record date and the corresponding
Interest Payment Date.

       This Regulation S Temporary Global Note is exchangeable in whole or in
part for one or more Global Notes only (i) on or after the termination of the
40-day restricted period (as defined in Regulation S) and (ii) upon presentation
of certificates (accompanied by an Opinion of Counsel, if applicable) required
by Article 2 of the Indenture.  Upon exchange of this Regulation S Temporary
Global Note for one or more Global Notes, the Trustee shall cancel this
Regulation S Temporary Global Note.

       12.  Persons Deemed Owners.

        The registered Holder of a Note may be treated as its owner for all
purposes under the Indenture.

       13.  Amendment, Supplement and Waiver.

       Subject to certain exceptions, the Indenture, the Notes or any Guarantee
may be amended or supplemented with the consent of the Holders of at least a
majority in principal amount of the then outstanding Notes voting as a single
class, and any existing default or compliance with any provision of

                                     A-2-9
<PAGE>

the Indenture, the Notes or any Guarantee may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes voting
as a single class. Without the consent of any Holder of a Note, the Indenture,
the Notes or any Guarantee may be amended or supplemented to cure any ambiguity,
defect or inconsistency, to provide for uncertificated Notes in addition to or
in place of certificated Notes, to provide for the assumption of the Company's
or any Guarantor's obligations to Holders of the Notes in case of a merger or
consolidation, to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the legal
rights under the Indenture of any such Holder, to comply with the requirements
of the SEC in order to effect or maintain the qualification of the Indenture
under the TIA, or to allow any Guarantor to execute a supplemental indenture to
the Indenture.

       14.  Defaults and Remedies.

       (a) Events of Default under the Indenture include:  (i) the failure to
pay interest on, or Special Interest, if any, with respect to the Notes, when
the same becomes due and payable if such default continues for a period of 30
days, (ii) the failure to pay principal of any Notes when such principal becomes
due and payable, at maturity, upon redemption or otherwise; (iii) failure by the
Company or any Restricted Subsidiary to comply with Sections 4.07, 4.09, 4.10,
4.15 or 5.01 of the Indenture; (iv) failure by the Company or any Restricted
Subsidiary for 60 days after notice to comply with any of its other agreements
in the Indenture or this Note;  (v) default under any mortgage, indenture or
instrument under which there may be issued or by which there may be secured or
evidenced any Indebtedness for money borrowed by the Company or any of its
Restricted Subsidiaries (or the payment of which is guaranteed by the Company or
any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now
exists, or is created after the date of the Indenture, which default results in
the acceleration of such Indebtedness prior to its express maturity and, in each
case, the principal amount of any such Indebtedness, together with the principal
amount of any other such Indebtedness or the maturity of which has been so
accelerated, aggregates $25.0 million or more; (vi) failure by the Company or
any of its Restricted Subsidiaries to pay final judgments not subject to appeal
aggregating in excess of $25.0 million (net of applicable insurance coverage
which is acknowledged in writing by the insurer), which judgments are not paid,
discharged or stayed for a period of 60 days; (vii) except as permitted by the
Indenture, any Guarantee shall be held in any judicial proceeding to be
unenforceable or invalid or shall cease for any reason to be in full force and
effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall
deny or disaffirm its obligations under its Guarantee; and (viii) certain events
of bankruptcy or insolvency with respect to the Company or any of the Company's
Restricted Subsidiaries.

       (b) If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes may
declare all the Notes to be due and payable.  Notwithstanding the foregoing, in
the case of an Event of Default arising from certain events of bankruptcy or
insolvency, all outstanding Notes shall become due and payable without further
action or notice.  Holders may not enforce the Indenture or the Notes except as
provided in the Indenture.  Subject to certain limitations, Holders of a
majority in principal amount of the then outstanding Notes may direct the
Trustee in its exercise of any trust or power.  The Trustee may withhold from
Holders of the Notes notice of any continuing Default or Event of Default
(except a Default or Event of Default relating to the payment of principal or
interest) if it determines that withholding notice is in their interest.  The
Holders of a majority in principal amount of the then outstanding Notes by
notice to the

                                    A-2-10
<PAGE>

Trustee may on behalf of the Holders of all of the Notes waive any existing
Default or Event of Default and its consequences under the Indenture, except a
continuing Default or Event of Default in the payment of interest on, or
principal of, the Notes. The Company shall deliver to the Trustee annually a
statement regarding compliance with the Indenture, and the Company, upon
becoming aware of any Default or Event of Default, deliver to the Trustee a
statement specifying such Default or Event of Default.

       15.  Additional Restricted Subsidiary Guarantees.

       If any Restricted Subsidiary guarantees any Debt Securities issued by the
Company after November 19, 1999, then such Restricted Subsidiary shall become a
Guarantor and execute a supplemental indenture and deliver an Opinion of
Counsel, in accordance with the terms of the Indenture.

       16.  Trustee Dealings with Company.

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

       17.  No Recourse Against Others.

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

       18.  Authentication.

       This Note shall not be valid until authenticated by the manual signature
of the Trustee or an authenticating agent.

       19.  Abbreviations.

       Customary abbreviations may be used in the name of a Holder or an
assignee, such as:  TEN COM (= tenants in common), TEN ENT (= tenants by the
entirety), 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.  Additional Rights of Holders of Restricted Global Notes and
Restricted Definitive Notes.

        In addition to the rights provided to Holders of Notes under the
Indenture, Holders of Notes shall have all the rights set forth in the
Registration Rights Agreement.

                                    A-2-11
<PAGE>

       21.  CUSIP Numbers.

       Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Notes and the Trustee may use CUSIP numbers in notices of
redemption as a convenience to Holders.  No representation is made as to the
accuracy of such numbers either as printed on the Notes or as contained in any
notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.

       The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

       Global Crossing Holdings Ltd.
       Wessex House
       45 Reid Street
       Hamilton HM 12, Bermuda
       Attention:  Secretary of the Company

                                    A-2-12
<PAGE>

                                 Assignment Form

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to

--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

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

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

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

--------------------------------------------------------------------------------
             (Print or type assignee's name, address and zip code)

and irrevocably appoint

to transfer this Note on the books of the Company.  The agent may substitute
another to act for him.

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

                            Tax Identification No:


                            SIGNATURE GUARANTEE:

                            _________________________________

                            Signatures must be guaranteed by an "eligible
                            guarantor institution" meeting the requirements of
                            the Registrar, which requirements include membership
                            or participation in the Security Transfer Agent
                            Medallion Program ("STAMP") or such other "signature
                            guarantee program" as may be determined by the
                            Registrar in addition to, or in substitution for,
                            STAMP, all in accordance with the Securities
                            Exchange Act of 1934, as amended.

                                    A-2-13
<PAGE>

                       Option of Holder to Elect Purchase

       If you want to elect to have this Note purchased by the Company pursuant
to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

        Section 4.10         Section 4.15

       If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased:  $___________


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

                            Tax Identification No:


                            SIGNATURE GUARANTEE:

                            _________________________________

                            Signatures must be guaranteed by an "eligible
                            guarantor institution" meeting the requirements of
                            the Registrar, which requirements include membership
                            or participation in the Security Transfer Agent
                            Medallion Program ("STAMP") or such other "signature
                            guarantee program" as may be determined by the
                            Registrar in addition to, or in substitution for,
                            STAMP, all in accordance with the Securities
                            Exchange Act of 1934, as amended.

                                    A-2-14
<PAGE>

          SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE

       The following exchanges of a part of this Regulation S Temporary Global
Note for an interest in another Global Note, or of other Restricted Global Notes
for an interest in this Regulation S Temporary Global Note, have been made:

<TABLE>
<CAPTION>

                                                            Principal Amount      Signature of
                   Amount of decrease  Amount of increase  of this Global Note     authorized
                      in Principal        in Principal       following such        officer of
                     Amount of this      Amount of this         decrease           Trustee or
Date of Exchange      Global Note         Global Note         (or increase)      Note Custodian
-----------------  ------------------  ------------------  -------------------  -----------------
<S>                <C>                 <C>                 <C>                  <C>


</TABLE>


                                    A-2-15
<PAGE>

                                   EXHIBIT A-3

                                 (Face of Note)

  [Insert the Global Note Legends, if applicable pursuant to the provisions of
                                 the Indenture]
    [Insert the Private Placement Legend, if applicable pursuant to the
                          provisions of the Indenture]

                                                                      CUSIP

                 9 1/2% [Series A] [Series B] Senior Notes due 2009
No.                                                                     $

                          Global Crossing Holdings Ltd.

promises to pay to Cede & Co.

or registered assigns, the principal sum of

Dollars on November 15, 2009.

                       Interest Payment Dates:  May 15 and November 15.

                       Record Dates:  May 1 and November 1.

                            Global Crossing Holdings Ltd.

                            By:

                                      Name:
                                      Title:

                            By:

                                      Name:
                                      Title:

This is one of the

Notes referred to in the

within-mentioned Indenture:

                                     A-3-1
<PAGE>

United States Trust Company of New York,
as Trustee

By:                              Dated:  November 19, 1999
Name:
Title:


                                     A-3-2
<PAGE>

                                 (Back of Note)

9 1/2% Series A Senior Notes due 2009

       Capitalized terms used herein shall have the meanings assigned to them in
the Indenture referred to below unless otherwise indicated. For the purposes of
this Note, the term "Notes" shall refer only to the Company's 9 1/2% Senior
Notes due 2009.

       1.  Interest.

       Global Crossing Holdings Ltd., a Bermuda company (the "Company"),
promises to pay interest on the principal amount of this Note at 9 1/2% per
annum from November 19, 1999 until maturity and shall pay the Special Interest
payable pursuant to Section 5 of the Registration Rights Agreement referred to
below. The Company shall pay interest and Special Interest semi-annually on
November 15 and May 15 of each year, or if any such day is not a Business Day,
on the next succeeding Business Day (each an "Interest Payment Date"). Interest
on the Notes shall accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from the date of issuance; provided that
if there is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that the first Interest
Payment Date shall be May 15, 2000. The Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time on demand at a rate that is
1.0% per annum in excess of the rate then in effect; it shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest and Special Interest (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.

       2.  Method of Payment.

       The Company shall pay interest on the Notes (except defaulted interest)
and Special Interest to the Persons who are registered Holders of Notes at the
close of business on the November 1 or May 1 next preceding the Interest Payment
Date, even if such Notes are canceled after such record date and on or before
such Interest Payment Date, except as provided in Section 2.12 of the Indenture
with respect to defaulted interest.  The Notes shall be payable as to principal,
premium and Special Interest, if any, and interest at the office or agency of
the Company maintained for such purpose within or without the City and State of
New York, or, at the option of the Company, payment of interest and Special
Interest may be made by check mailed to the Holders at their addresses set forth
in the register of Holders, and provided that payment by wire transfer of
immediately available funds shall be required with respect to principal of and
interest, premium and Special Interest on, all Global Notes and all other Notes
the Holders of which shall have provided wire transfer instructions to the
Company or the Paying Agent.  Such payment shall be in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.

                                     A-3-3
<PAGE>

       3.  Paying Agent and Registrar.

       Initially, United States Trust Company of New York, the Trustee under the
Indenture, shall act as Paying Agent and Registrar.  The Company may change any
Paying Agent or Registrar without notice to any Holder.  The Company or any of
its Restricted Subsidiaries may act in any such capacity.

       4.  Indenture.

       The Company issued the Notes under an Indenture dated as of November 19,
1999 ("Indenture") among the Company, the Guarantors and the Trustee. The terms
of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code (S)(S) 77aaa-77bbbb) (the "TIA"). The Notes are subject to all such terms,
and Holders are referred to the Indenture and the TIA for a statement of such
terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. The Notes are obligations of the Company limited to $1,100.0
million in aggregate principal amount.

       5.  Optional Redemption.

       (a) Except as set forth in subparagraphs (b) and (c) below and in Section
6 hereof, the Notes shall not be redeemable at the Company's option prior to
November 15, 2004. Thereafter, the Notes shall be subject to redemption at any
time or from time to time at the option of the Company, in whole or in part,
upon not less than 30 nor more than 60 days' notice, at the redemption prices
(expressed as percentages of principal amount) set forth below, plus accrued and
unpaid interest and Special Interest, if any, thereon to the applicable
redemption date, if redeemed during the twelve-month period beginning on
November 15 of the years indicated below:



                                                       Percentage of
                                                         Principal
                 Year                                      Amount
                 ----                                  --------------

2004................................................    104.750%

2005................................................    103.167%

2006................................................    101.583%

2007 and thereafter                                     100.000%



       (b) Notwithstanding the foregoing, at any time prior to November 15,
2002, the Company may, on any one or more occasions, redeem up to 25% of the
aggregate principal amount of Notes originally issued pursuant to this Indenture
at a redemption price of 109.500% of the principal amount thereof, plus accrued
and unpaid interest thereon to the redemption date, with the net cash proceeds
received from one or more Equity Offerings made by the Company or GCL (to the
extent such net cash proceeds received by GCL were contributed to the Company as
common equity capital); provided that at least 75% of the aggregate principal
amount of Notes originally issued pursuant to this Indenture remain outstanding
immediately after the occurrence of any such redemption. The Company may make
any such redemption upon not less than 30 nor more than 60 days= notice (but in
no event more than 90 days after the closing of the related Equity Offering).
Any such notice may be given prior to the

                                     A-3-4
<PAGE>

completion of the related Equity Offering and any such redemption may, at the
Company's discretion, be subject to the satisfaction of one or more conditions
precedent, including, but not limited to, the completion of the related Equity
Offering.

       (c) In addition, at any time prior to November 15, 2004, the Notes may
also be redeemed at the option of the Company, in whole but not in part, upon
the occurrence of a Change of Control, upon not less than 30 nor more than 60
days' prior notice (but in no event may any such redemption occur more than 90
days after the occurrence of such Change of Control) mailed by first-class mail
to each Holder's registered address, at a redemption price equal to 100% of the
principal amount thereof plus the relevant Applicable Premium as of, and accrued
and unpaid interest, if any, to, the date of redemption.

       (d) Any redemption pursuant to this Section 5 shall be made pursuant to
the provisions of Sections 3.01 through 3.06 of the Indenture.

       6.  Optional Tax Redemption.

       The Notes shall be subject to redemption at the option of the Company or
a successor corporation at any time, in whole but not in part, upon not less
than 30 nor more than 60 days' notice, at a redemption price equal to the
principal amount thereof, plus accrued and unpaid interest thereon to the
redemption date if, as a result of any change in or amendment to the laws or any
regulations or ruling promulgated thereunder of (x) Bermuda or any political
subdivision or governmental authority thereof or therein having the power to
tax, (y) any jurisdiction, other than the United States, from or through which
payment on the Notes is made by the Company or a successor corporation, or its
paying agent in its capacity as such or any political subdivision or
governmental authority thereof or therein having the power to tax or (z) any
other jurisdiction, other than the United States, in which the Company or a
successor corporation is organized, or any political subdivision or governmental
authority thereof or therein having the power to tax, or any change in the
official application or interpretation of such laws, regulations or rulings, or
any change in the official application or interpretation of, or any execution of
or amendment to, any treaty or treaties affecting taxation to which such
jurisdiction (or such political subdivision or taxing authority) is a party (a
"Change in Tax Law"), which becomes effective on or after November 12, 1999, the
Company or a successor corporation is or would be required on the next
succeeding interest payment date to pay Additional Amounts with respect to the
Notes (as described under Section 7 hereof), and the payment of such Additional
Amounts cannot be avoided by the use of any reasonable measures available to the
Company or a successor corporation.

       In addition, the Notes shall be subject to redemption at the option of
the Company at any time, in whole but not in part, upon not less than 30 nor
more than 60 days' notice, at a redemption price equal to the principal amount
thereof, plus accrued and unpaid interest thereon to the redemption date, if the
Person formed by a consolidation or amalgamation of the Company or into which
the Company is merged or to which the Company conveys, transfers or leases its
properties and assets substantially as an entirety is required, as a consequence
of such consolidation, amalgamation, merger, conveyance, transfer or lease and
as a consequence of a Change in Tax Law occurring after the date of

                                     A-3-5
<PAGE>

such consolidation, amalgamation, merger, conveyance, transfer or lease, to pay
Additional Amounts in respect of any tax, assessment or governmental charge
imposed on any Holder of Notes.

       7.  Payment of Additional Amounts.

       If any deduction or withholding for any present or future taxes,
assessments or other governmental charges of (x) Bermuda or any political
subdivision or governmental authority thereof or therein having power to tax,
(y) any jurisdiction, other than the United States, from or through which
payment on the Notes is made by the Company or a successor corporation, or its
paying agent in its capacity as such or any political subdivision or
governmental authority thereof or therein having the power to tax or (z) any
other jurisdiction, other than the United States, in which the Company or a
successor corporation is organized, or any political subdivision or governmental
authority thereof or therein having the power to tax shall at any time be
required by such jurisdiction (or any such political subdivision or taxing
authority) in respect of any amounts to be paid by the Company or a successor
corporation under the Notes, the Company or a successor corporation shall pay to
each Holder of Notes as additional interest, such additional amounts
("Additional Amounts") as may be necessary in order that the net amounts paid to
such holder of such Notes who, with respect to any such tax, assessment or other
governmental charge, is not resident in, or a citizen of, such jurisdiction,
after such deduction or withholding, shall be not less than the amount specified
in such Notes to which such Holder is entitled; provided, however, that the
Company or a successor corporation shall not be required to make any payment of
Additional Amounts for or on account of:

       (a) Any tax, assessment or other governmental charge that would not have
been imposed but for (i) the existence of any present or former connection
between such Holder (or between a fiduciary, settlor, beneficiary, member or
shareholder of, or possessor of a power over, such Holder, if such Holder is an
estate, trust, partnership, limited liability company or corporation) and the
taxing jurisdiction or any political subdivision or territory or possession
thereof or area subject to its jurisdiction, including, without limitation, such
Holder (or such fiduciary, settlor, beneficiary, member, shareholder or
possessor) being or having been a citizen or resident thereof or being or having
been present or engaged in a trade or business therein or having or having had a
permanent establishment therein, (ii) the presentation of a Note (where
presentation is required) for payment on a date more than 30 days after (x) the
date on which such payment became due and payable or (y) the date on which
payment thereof is duly provided for, whichever occurs later, or (iii) the
presentation of a Note for payment in Bermuda or any political subdivision
thereof or therein, unless such Note could not have been presented for payment
elsewhere;

       (b) Any estate, inheritance, gift, sales, transfer, personal property or
similar tax, assessment or other governmental charge;

       (c) Any tax, assessment or other governmental charge that is payable
otherwise than by withholding from payment of principal of, premium, if any, or
any interest on the Notes;

       (d) Any tax, assessment or other governmental charge that is imposed or
withheld by reason of the failure by the Holder or the beneficial owner of the
Note to comply with a request of the Company addressed to the Holder (i) to
provide information, documents or other evidence concerning

                                     A-3-6
<PAGE>

the nationality, residence or identity of the Holder or such beneficial owner or
(ii) to make and deliver any declaration or other similar claim (other than a
claim for refund of a tax, assessment or other governmental charge withheld by
the Company) or satisfy any information or reporting requirements, which, in the
case of (i) or (ii), is required or imposed by a statute, treaty, regulation or
administrative practice of the taxing jurisdiction as a precondition to
exemption from all or part of such tax, assessment or other governmental charge;
or

       (e) Any combination of items (a), (b), (c) and (d) above;

       nor shall Additional Amounts be paid with respect to any payment of the
principal of, or any premium or interest on, any Note to any Holder who is a
fiduciary or partnership or limited liability company or other than the sole
beneficial owner of such payment to the extent such payment would be required by
the laws of (x) Bermuda or any political subdivision or governmental authority
thereof or therein having the power to tax, (y) any jurisdiction, other than the
United States, from or through which payment on the Notes is made by the Company
or a successor corporation, or its paying agent in its capacity as such or any
political subdivision or governmental authority thereof or therein having the
power to tax or (z) any other jurisdiction, other than the United States, in
which the Company or a successor corporation is organized, or any political
subdivision or governmental authority thereof or therein having the power to tax
to be included in the income for tax purposes of a beneficiary or settlor with
respect to such fiduciary or a member of such partnership, limited liability
company or beneficial owner who would not have been entitled to such Additional
Amounts had it been the Holder of such Note.

       The Company shall provide the Trustee with the official acknowledgment of
the relevant taxing authority (or, if such acknowledgment is not available, a
certified copy thereof) evidencing the payment of the withholding taxes, if any,
by the Company. Copies of such documentation shall be made available to the
Holders of the Notes or the Paying Agent, as applicable, upon request therefor.

       All references in the Indenture to principal of, premium, if any, and
interest on the Notes shall include any Additional Amounts payable by the
Company in respect of such principal, such premium, if any, and such interest.

       8.  Mandatory Redemption.

       Except as set forth in Section 9 below, the Company shall not be required
to make mandatory redemption or sinking fund payments with respect to the Notes.

       9.  Repurchase at Option of Holder.

       (a) Upon the occurrence of a Change of Control, the Company shall make an
offer (a "Change of Control Offer") to repurchase all or any part (equal to
$1,000 or an integral multiple thereof) of each Holder's Notes at a purchase
price equal to 101% of the aggregate principal amount thereof, plus accrued and
unpaid interest and Special Interest thereon, if any, to the date of repurchase
(the "Change of Control Payment"); provided, however, that the Company shall not
be obligated to repurchase Notes pursuant to this subparagraph in the event that
it has exercised its rights to redeem all of the Notes as

                                     A-3-7
<PAGE>

described in Section 5(c) hereof. Within 30 days following any Change of
Control, the Company shall mail a notice to each Holder setting forth the
procedures governing the Change of Control Offer as required by the Indenture.

       (b) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, consummate any Asset Sale unless, (i)
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 (as determined in good faith by the Board of Directors (including as to
the value of all noncash consideration) and set forth in an Officer's
Certificate delivered to the Trustee) of the assets or Equity Interests issued
or sold or otherwise disposed of and (ii) at least 75% of the consideration
therefor is in the form of cash and/or Cash Equivalents, and (iii) the Net
Proceeds received by the Company (or such Restricted Subsidiary, as the case may
be) from such Asset Sale are applied within 360 days following the receipt of
such Net Proceeds (a) first, to the extent the Company (or such Restricted
Subsidiary, as the case may be) elects, to the redemption or repurchase of
outstanding pari passu Indebtedness of the Company or Purchase Money
Indebtedness of any Restricted Subsidiary; provided that in the event that such
Restricted Subsidiary is a Guarantor, the Purchase Money Indebtedness to be
redeemed or repurchased ranks at least pari passu to the Guarantee given by such
Restricted Subsidiary and (b) second, to the extent of the balance of such Net
Proceeds after application as described in (a) above and to the extent the
Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest,
or enter into a legally binding agreement to reinvest, such Net Proceeds (or any
portion thereof) in assets that are used or useful in a Permitted Business. The
balance of such Net Proceeds, after the application of such Net Proceeds as
described in the immediately preceding clauses (a) and (b), shall constitute
"Excess Proceeds."

       (c) When the aggregate amount of Excess Proceeds equals or exceeds $15.0
million (taking into account income earned on such Excess Proceeds), the Company
shall be required to make an offer to all Holders of Notes and pari passu
Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of
Notes and pari passu Indebtedness that may be purchased out of the Excess
Proceeds, at a purchase price in cash in an amount equal to 100% of the
principal amount thereof, plus accrued and unpaid interest thereon to the date
of purchase, in accordance with the procedures set forth in Article 3 of the
Indenture and the agreements governing such pari passu Indebtedness. To the
extent that any Excess Proceeds remain after consummation of an Asset Sale
Offer, the Company may use such Excess Proceeds for any purpose not otherwise
prohibited by the Indenture. If the aggregate principal amount of Notes and pari
passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders
thereof exceeds the amount of Excess Proceeds, the Trustee shall select the
Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon
completion of such Asset Sale Offer, the amount of Excess Proceeds shall be
reset at zero for purposes of the first sentence of this paragraph.

       10.  Notice of Redemption.

       Notice of redemption shall be mailed at least 30 days but not more than
60 days before the redemption date to each Holder whose Notes are to be redeemed
at its registered address.  Notes in denominations larger than $1,000 may be
redeemed in part but only in whole multiples of $1,000, unless

                                     A-3-8
<PAGE>

all of the Notes held by a Holder are to be redeemed. On and after the
redemption date interest shall cease to accrue on Notes or portions thereof
called for redemption.

       11.  Denominations, Transfer, Exchange.

       The Notes are in registered form without coupons in denominations of
$1,000 and integral multiples of $1,000.  The transfer of Notes may be
registered and Notes may be exchanged as provided in the Indenture.  The
Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company may require a
Holder to pay any taxes and fees required by law or permitted by the Indenture.
The Company need not exchange or register the transfer of any Note or portion of
a Note selected for redemption, except for the unredeemed portion of any Note
being redeemed in part.  Also, the Company need not exchange or register the
transfer of any Notes for a period of 15 days before a selection of Notes to be
redeemed or during the period between a record date and the corresponding
Interest Payment Date.

       12.  Persons Deemed Owners.

       The registered Holder of a Note may be treated as its owner for all
purposes under the Indenture.

       13.  Amendment, Supplement and Waiver.

       Subject to certain exceptions, the Indenture, the Notes or any Guarantee
may be amended or supplemented with the consent of the Holders of at least a
majority in principal amount of the then outstanding Notes voting as a single
class, and any existing default or compliance with any provision of the
Indenture, the Notes or any Guarantee may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes voting
as a single class.  Without the consent of any Holder of a Note, the Indenture,
the Notes or any Guarantee may be amended or supplemented to cure any ambiguity,
defect or inconsistency, to provide for uncertificated Notes in addition to or
in place of certificated Notes, to provide for the assumption of the Company's
or any Guarantor's obligations to Holders of the Notes in case of a merger or
consolidation, to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the legal
rights under the Indenture of any such Holder, to comply with the requirements
of the SEC in order to effect or maintain the qualification of the Indenture
under the TIA, or to allow any Guarantor to execute a supplemental indenture to
the Indenture.

       14.  Defaults and Remedies.

       (a) Events of Default under the Indenture include:  (i) the failure to
pay interest on, or Special Interest, if any, with respect to the Notes, when
the same becomes due and payable if such default continues for a period of 30
days, (ii) the failure to pay principal of any Notes when such principal becomes
due and payable, at maturity, upon redemption or otherwise; (iii) failure by the
Company or any Restricted Subsidiary to comply with Sections 4.07, 4.09, 4.10,
4.15 or 5.01 of the Indenture; (iv) failure by the Company or any Restricted
Subsidiary for 60 days after notice to comply with any of its other agreements
in the Indenture or this Note;  (v) default under any mortgage, indenture or
instrument

                                     A-3-9
<PAGE>

under which there may be issued or by which there may be secured or
evidenced any Indebtedness for money borrowed by the Company or any of its
Restricted Subsidiaries (or the payment of which is guaranteed by the Company or
any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now
exists, or is created after the date of the Indenture, which default results in
the acceleration of such Indebtedness prior to its express maturity and, in each
case, the principal amount of any such Indebtedness, together with the principal
amount of any other such Indebtedness or the maturity of which has been so
accelerated, aggregates $25.0 million or more; (vi) failure by the Company or
any of its Restricted Subsidiaries to pay final judgments not subject to appeal
aggregating in excess of $25.0 million (net of applicable insurance coverage
which is acknowledged in writing by the insurer), which judgments are not paid,
discharged or stayed for a period of 60 days; (vii) except as permitted by the
Indenture, any Guarantee shall be held in any judicial proceeding to be
unenforceable or invalid or shall cease for any reason to be in full force and
effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall
deny or disaffirm its obligations under its Guarantee; and (viii) certain events
of bankruptcy or insolvency with respect to the Company or any of the Company's
Restricted Subsidiaries.

       (b) If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes may
declare all the Notes to be due and payable.  Notwithstanding the foregoing, in
the case of an Event of Default arising from certain events of bankruptcy or
insolvency, all outstanding Notes shall become due and payable without further
action or notice.  Holders may not enforce the Indenture or the Notes except as
provided in the Indenture.  Subject to certain limitations, Holders of a
majority in principal amount of the then outstanding Notes may direct the
Trustee in its exercise of any trust or power.  The Trustee may withhold from
Holders of the Notes notice of any continuing Default or Event of Default
(except a Default or Event of Default relating to the payment of principal or
interest) if it determines that withholding notice is in their interest.  The
Holders of a majority in principal amount of the then outstanding Notes by
notice to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or Event of Default and its consequences under the Indenture,
except a continuing Default or Event of Default in the payment of interest on,
or principal of, the Notes.  The Company shall deliver to the Trustee annually a
statement regarding compliance with the Indenture, and the Company, upon
becoming aware of any Default or Event of Default, deliver to the Trustee a
statement specifying such Default or Event of Default.

       15.  Additional Restricted Subsidiary Guarantees.

       If any Restricted Subsidiary guarantees any Debt Securities issued by the
Company after November 19, 1999, then such Restricted Subsidiary shall become a
Guarantor and execute a supplemental indenture and deliver an Opinion of
Counsel, in accordance with the terms of the Indenture.

       16.  Trustee Dealings with Company.

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

                                    A-3-10
<PAGE>

       17.  No Recourse Against Others.

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

       18.  Authentication.

       This Note shall not be valid until authenticated by the manual signature
of the Trustee or an authenticating agent.

       19.  Abbreviations.

       Customary abbreviations may be used in the name of a Holder or an
assignee, such as:  TEN COM (= tenants in common), TEN ENT (= tenants by the
entirety), 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.  Additional Rights of Holders of Restricted Global Notes and
Restricted Definitive Notes.

       In addition to the rights provided to Holders of Notes under the
Indenture, Holders of Notes shall have all the rights set forth in the
Registration Rights Agreement.

       21.  CUSIP Numbers.

       Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Notes and the Trustee may use CUSIP numbers in notices of
redemption as a convenience to Holders.  No representation is made as to the
accuracy of such numbers either as printed on the Notes or as contained in any
notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.

       The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

       Global Crossing Holdings Ltd.
       Wessex House
       45 Reid Street
       Hamilton HM 12, Bermuda
       Attention:  Secretary of the Company

                                    A-3-11
<PAGE>

                                 Assignment Form

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to

--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

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

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

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

--------------------------------------------------------------------------------
(Print or type assignee's name, address and zip code)

and irrevocably appoint

to transfer this Note on the books of the Company.  The agent may substitute
another to act for him.

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

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

                            Tax Identification No:


                            SIGNATURE GUARANTEE:

                            _________________________________

                            Signatures must be guaranteed by an "eligible
                            guarantor institution" meeting the requirements of
                            the Registrar, which requirements include membership
                            or participation in the Security Transfer Agent
                            Medallion Program ("STAMP") or such other "signature
                            guarantee program" as may be determined by the
                            Registrar in addition to, or in substitution for,
                            STAMP, all in accordance with the Securities
                            Exchange Act of 1934, as amended.

                                    A-3-12
<PAGE>

                      Option of Holder to Elect Purchase

       If you want to elect to have this Note purchased by the Company pursuant
to Section 4.10 or 4.15 of the Indenture, check the box below:

             Section 4.10     Section 4.15

       If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased: $________

Date:

                            Your Signature:
                            (Sign exactly as your name appears on the face of
                            this Note)

                            Tax Identification No:


                            SIGNATURE GUARANTEE:

                            _________________________________

                            Signatures must be guaranteed by an "eligible
                            guarantor institution" meeting the requirements of
                            the Registrar, which requirements include membership
                            or participation in the Security Transfer Agent
                            Medallion Program ("STAMP") or such other "signature
                            guarantee program" as may be determined by the
                            Registrar in addition to, or in substitution for,
                            STAMP, all in accordance with the Securities
                            Exchange Act of 1934, as amended.

                                    A-3-13
<PAGE>

             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE1


       The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been
made:
<TABLE>
<CAPTION>

                                                            Principal Amount      Signature of
                   Amount of decrease  Amount of increase  of this Global Note     authorized
                      in Principal        in Principal       following such        officer of
                     Amount of this      Amount of this         decrease           Trustee or
Date of Exchange      Global Note         Global Note         (or increase)      Note Custodian
-----------------  ------------------  ------------------  -------------------  -----------------
<S>                   <C>                 <C>                 <C>                <C>




</TABLE>


-------------------------
1        This should be included only if the Note is issued in global form.

                                    A-3-14
<PAGE>

                                  EXHIBIT A-4

                 (Face of Regulation S Temporary Global Note)

       UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW
YORK) ("DTC") TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

       THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE 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 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

       THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT").  THE HOLDER HEREOF, BY PURCHASING THIS
SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF
THE ISSUANCE HEREOF (OR A PREDECESSOR SECURITY HERETO) OR (Y) BY ANY HOLDER THAT
WAS AN AFFILIATE OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING
THE DATE OF SUCH TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE COMPANY, (2) SO
LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS
A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE
OR OTHER 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
THIS SECURITY), (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT,
(4) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (5) 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.  THE HOLDER
HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF
THE COMPANY THAT IT IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A.

                                     A-4-1
<PAGE>

       THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).  NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON.



                                     A-4-2
<PAGE>

                                                                       CUSIP

                92% [Series A] [Series B] Senior Notes due 2009

No.                                                                      $
                         Global Crossing Holdings Ltd.

promises to pay to Cede & Co.

or registered assigns, the principal sum of

Dollars on November 15, 2009.

                         Interest Payment Dates:  May 15 and November 15.

                         Record Dates:  May 1 and November 1.

                                Global Crossing Holdings Ltd.


                                By:
                                     Name:
                                     Title:

                                By:
                                     Name:
                                     Title:
This is one of the

Notes referred to in the

within-mentioned Indenture:

United States Trust Company of New York,
as Trustee

By:                                  Dated:  November 19, 1998
Name:
Title:


                                     A-4-3
<PAGE>

                  (Back of Regulation S Temporary Global Note)

92% Series A Senior Notes due 2009

Capitalized terms used herein shall have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated. For the purposes of this
Note, the term "Notes" shall refer only to the Company's 92% Senior Notes due
2009.

       1.  Interest.

       Global Crossing Holdings Ltd., a Bermuda company (the "Company"),
promises to pay interest on the principal amount of this Note at 92% per annum
from November 19, 1999 until maturity and shall pay the Special Interest payable
pursuant to Section 5 of the Registration Rights Agreement referred to below.
The Company shall pay interest and Special Interest semi-annually on November 15
and May 15 of each year, or if any such day is not a Business Day, on the next
succeeding Business Day (each an "Interest Payment Date").  Interest on the
Notes shall accrue from the most recent date to which interest has been paid or,
if no interest has been paid, from the date of issuance; provided that if there
is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that the first Interest
Payment Date shall be May 15, 2000.  The Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time on demand at a rate that is
1.0% per annum in excess of the rate then in effect; it shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest and Special Interest (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful.  Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.

       Until this Regulation S Temporary Global Note is exchanged for one or
more Regulation S Permanent Global Notes, the Holder hereof shall not be
entitled to receive payments of interest hereon; until so exchanged in full,
this Regulation S Temporary Global Note shall in all other respects be entitled
to the same benefits as other Notes under the Indenture.

       2.  Method of Payment.

       The Company shall pay interest on the Notes (except defaulted interest)
and Special Interest to the Persons who are registered Holders of Notes at the
close of business on the November 1 or May 1 next preceding the Interest Payment
Date, even if such Notes are canceled after such record date and on or before
such Interest Payment Date, except as provided in Section 2.12 of the Indenture
with respect to defaulted interest.  The Notes shall be payable as to principal,
premium and Special Interest, if any, and interest at the office or agency of
the Company maintained for such purpose within or without the City and State of
New York, or, at the option of the Company, payment of interest and Special
Interest may be made by check mailed to the Holders at their addresses set forth
in the register of Holders, and provided that payment by wire transfer of
immediately available funds shall be required with respect to principal of and
interest, premium and Special Interest on, all Global Notes and all other Notes
the

                                     A-4-4
<PAGE>

Holders of which shall have provided wire transfer instructions to the Company
or the Paying Agent. Such payment shall be in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts.

       3.  Paying Agent and Registrar.

       Initially, United States Trust Company of New York, the Trustee under the
Indenture, shall act as Paying Agent and Registrar.  The Company may change any
Paying Agent or Registrar without notice to any Holder.  The Company or any of
its Restricted Subsidiaries may act in any such capacity.

       4.  Indenture.

       The Company issued the Notes under an Indenture dated as of November 19,
1999 ("Indenture") among the Company, the Guarantors and the Trustee. The terms
of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code (S)(S) 77aaa-77bbbb) (the "TIA"). The Notes are subject to all such terms,
and Holders are referred to the Indenture and the TIA for a statement of such
terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. The Notes are obligations of the Company limited to $1,100.0
million in aggregate principal amount.

       5.  Optional Redemption.

       (a) Except as set forth in subparagraphs (b) and (c) below and in Section
6 hereof, the Notes shall not be redeemable at the Company's option prior to
November 15, 2004. Thereafter, the Notes shall be subject to redemption at any
time or from time to time at the option of the Company, in whole or in part,
upon not less than 30 nor more than 60 days) notice, at the redemption prices
(expressed as percentages of principal amount) set forth below, plus accrued and
unpaid interest and Special Interest, if any, thereon to the applicable
redemption date, if redeemed during the twelve-month period beginning on
November 15 of the years indicated below:

                                                       Percentage of
                                                         Principal
                   Year                                    Amount
                   ----                                -------------
2004................................................    104.750%

2005................................................    103.167%

2006................................................    101.583%

2007 and thereafter                                     100.000%


       (b) Notwithstanding the foregoing, at any time prior to November 15,
2002, the Company may, on any one or more occasions, redeem up to 25% of the
aggregate principal amount of Notes originally issued pursuant to this Indenture
at a redemption price of 109.500% of the principal amount thereof, plus accrued
and unpaid interest thereon to the redemption date, with the net cash proceeds
received from one or more Equity Offerings made by the Company or GCL (to the
extent such net cash

                                     A-4-5
<PAGE>

proceeds received by GCL were contributed to the Company as common equity
capital); provided that at least 75% of the aggregate principal amount of Notes
originally issued pursuant to this Indenture remain outstanding immediately
after the occurrence of any such redemption. The Company may make any such
redemption upon not less than 30 nor more than 60 days) notice (but in no event
more than 90 days after the closing of the related Equity Offering). Any such
notice may be given prior to the completion of the related Equity Offering and
any such redemption may, at the Company's discretion, be subject to the
satisfaction of one or more conditions precedent, including, but not limited to,
the completion of the related Equity Offering.

       (c) In addition, at any time prior to November 15, 2004, the Notes may
also be redeemed at the option of the Company, in whole but not in part, upon
the occurrence of a Change of Control, upon not less than 30 nor more than 60
days) prior notice (but in no event may any such redemption occur more than 90
days after the occurrence of such Change of Control) mailed by first-class mail
to each Holder's registered address, at a redemption price equal to 100% of the
principal amount thereof plus the relevant Applicable Premium as of, and accrued
and unpaid interest, if any, to, the date of redemption.

       (d) Any redemption pursuant to this Section 5 shall be made pursuant to
the provisions of Sections 3.01 through 3.06 of the Indenture.

       6.  Optional Tax Redemption.

       The Notes shall be subject to redemption at the option of the Company or
a successor corporation at any time, in whole but not in part, upon not less
than 30 nor more than 60 days) notice, at a redemption price equal to the
principal amount thereof, plus accrued and unpaid interest thereon to the
redemption date if, as a result of any change in or amendment to the laws or any
regulations or ruling promulgated thereunder of (x) Bermuda or any political
subdivision or governmental authority thereof or therein having the power to
tax, (y) any jurisdiction, other than the United States, from or through which
payment on the Notes is made by the Company or a successor corporation, or its
paying agent in its capacity as such or any political subdivision or
governmental authority thereof or therein having the power to tax or (z) any
other jurisdiction, other than the United States, in which the Company or a
successor corporation is organized, or any political subdivision or governmental
authority thereof or therein having the power to tax, or any change in the
official application or interpretation of such laws, regulations or rulings, or
any change in the official application or interpretation of, or any execution of
or amendment to, any treaty or treaties affecting taxation to which such
jurisdiction (or such political subdivision or taxing authority) is a party (a
"Change in Tax Law"), which becomes effective on or after November 12, 1999, the
Company or a successor corporation is or would be required on the next
succeeding interest payment date to pay Additional Amounts with respect to the
Notes (as described under Section 7 hereof), and the payment of such Additional
Amounts cannot be avoided by the use of any reasonable measures available to the
Company or a successor corporation.

       In addition, the Notes shall be subject to redemption at the option of
the Company at any time, in whole but not in part, upon not less than 30 nor
more than 60 days) notice, at a redemption price equal to the principal amount
thereof, plus accrued and unpaid interest thereon to the redemption

                                     A-4-6
<PAGE>

date, if the Person formed by a consolidation or amalgamation of the Company or
into which the Company is merged or to which the Company conveys, transfers or
leases its properties and assets substantially as an entirety is required, as a
consequence of such consolidation, amalgamation, merger, conveyance, transfer or
lease and as a consequence of a Change in Tax Law occurring after the date of
such consolidation, amalgamation, merger, conveyance, transfer or lease, to pay
Additional Amounts in respect of any tax, assessment or governmental charge
imposed on any Holder of Notes.

       7.  Payment of Additional Amounts.

       If any deduction or withholding for any present or future taxes,
assessments or other governmental charges of (x) Bermuda or any political
subdivision or governmental authority thereof or therein having power to tax,
(y) any jurisdiction, other than the United States, from or through which
payment on the Notes is made by the Company or a successor corporation, or its
paying agent in its capacity as such or any political subdivision or
governmental authority thereof or therein having the power to tax or (z) any
other jurisdiction, other than the United States, in which the Company or a
successor corporation is organized, or any political subdivision or governmental
authority thereof or therein having the power to tax shall at any time be
required by such jurisdiction (or any such political subdivision or taxing
authority) in respect of any amounts to be paid by the Company or a successor
corporation under the Notes, the Company or a successor corporation shall pay to
each Holder of Notes as additional interest, such additional amounts
("Additional Amounts") as may be necessary in order that the net amounts paid to
such holder of such Notes who, with respect to any such tax, assessment or other
governmental charge, is not resident in, or a citizen of, such jurisdiction,
after such deduction or withholding, shall be not less than the amount specified
in such Notes to which such Holder is entitled; provided, however, that the
Company or a successor corporation shall not be required to make any payment of
Additional Amounts for or on account of:

       (a) Any tax, assessment or other governmental charge that would not have
been imposed but for (i) the existence of any present or former connection
between such Holder (or between a fiduciary, settlor, beneficiary, member or
shareholder of, or possessor of a power over, such Holder, if such Holder is an
estate, trust, partnership, limited liability company or corporation) and the
taxing jurisdiction or any political subdivision or territory or possession
thereof or area subject to its jurisdiction, including, without limitation, such
Holder (or such fiduciary, settlor, beneficiary, member, shareholder or
possessor) being or having been a citizen or resident thereof or being or having
been present or engaged in a trade or business therein or having or having had a
permanent establishment therein, (ii) the presentation of a Note (where
presentation is required) for payment on a date more than 30 days after (x) the
date on which such payment became due and payable or (y) the date on which
payment thereof is duly provided for, whichever occurs later, or (iii) the
presentation of a Note for payment in Bermuda or any political subdivision
thereof or therein, unless such Note could not have been presented for payment
elsewhere;

       (b) Any estate, inheritance, gift, sales, transfer, personal property or
similar tax, assessment or other governmental charge;

       (c) Any tax, assessment or other governmental charge that is payable
otherwise than by withholding from payment of principal of, premium, if any, or
any interest on the Notes;

                                     A-4-7
<PAGE>

       (d) Any tax, assessment or other governmental charge that is imposed or
withheld by reason of the failure by the Holder or the beneficial owner of the
Note to comply with a request of the Company addressed to the Holder (i) to
provide information, documents or other evidence concerning the nationality,
residence or identity of the Holder or such beneficial owner or (ii) to make and
deliver any declaration or other similar claim (other than a claim for refund of
a tax, assessment or other governmental charge withheld by the Company) or
satisfy any information or reporting requirements, which, in the case of (i) or
(ii), is required or imposed by a statute, treaty, regulation or administrative
practice of the taxing jurisdiction as a precondition to exemption from all or
part of such tax, assessment or other governmental charge; or

       (e) Any combination of items (a), (b), (c) and (d) above;

       nor shall Additional Amounts be paid with respect to any payment of the
principal of, or any premium or interest on, any Note to any Holder who is a
fiduciary or partnership or limited liability company or other than the sole
beneficial owner of such payment to the extent such payment would be required by
the laws of (x) Bermuda or any political subdivision or governmental authority
thereof or therein having the power to tax, (y) any jurisdiction, other than the
United States, from or through which payment on the Notes is made by the Company
or a successor corporation, or its paying agent in its capacity as such or any
political subdivision or governmental authority thereof or therein having the
power to tax or (z) any other jurisdiction, other than the United States, in
which the Company or a successor corporation is organized, or any political
subdivision or governmental authority thereof or therein having the power to tax
to be included in the income for tax purposes of a beneficiary or settlor with
respect to such fiduciary or a member of such partnership, limited liability
company or beneficial owner who would not have been entitled to such Additional
Amounts had it been the Holder of such Note.

       The Company shall provide the Trustee with the official acknowledgment of
the relevant taxing authority (or, if such acknowledgment is not available, a
certified copy thereof) evidencing the payment of the withholding taxes, if any,
by the Company. Copies of such documentation shall be made available to the
Holders of the Notes or the Paying Agent, as applicable, upon request therefor.

       All references in the Indenture to principal of, premium, if any, and
interest on the Notes shall include any Additional Amounts payable by the
Company in respect of such principal, such premium, if any, and such interest.

       8.  Mandatory Redemption.

       Except as set forth in Section 9 below, the Company shall not be required
to make mandatory redemption or sinking fund payments with respect to the Notes.

       9.  Repurchase at Option of Holder.

       (a) Upon the occurrence of a Change of Control, the Company shall make an
offer (a "Change of Control Offer") to repurchase all or any part (equal to
$1,000 or an integral multiple thereof) of each Holder's Notes at a purchase
price equal to 101% of the aggregate principal amount thereof, plus

                                     A-4-8
<PAGE>

accrued and unpaid interest and Special Interest thereon, if any, to the date of
repurchase (the "Change of Control Payment"); provided, however, that the
Company shall not be obligated to repurchase Notes pursuant to this subparagraph
in the event that it has exercised its rights to redeem all of the Notes as
described in Section 5(c) hereof. Within 30 days following any Change of
Control, the Company shall mail a notice to each Holder setting forth the
procedures governing the Change of Control Offer as required by the Indenture.

       (b) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, consummate any Asset Sale unless, (i)
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 (as determined in good faith by the Board of Directors (including as to
the value of all noncash consideration) and set forth in an Officer's
Certificate delivered to the Trustee) of the assets or Equity Interests issued
or sold or otherwise disposed of and (ii) at least 75% of the consideration
therefor is in the form of cash and/or Cash Equivalents, and (iii) the Net
Proceeds received by the Company (or such Restricted Subsidiary, as the case may
be) from such Asset Sale are applied within 360 days following the receipt of
such Net Proceeds (a) first, to the extent the Company (or such Restricted
Subsidiary, as the case may be) elects, to the redemption or repurchase of
outstanding pari passu Indebtedness of the Company or Purchase Money
Indebtedness of any Restricted Subsidiary; provided that in the event that such
Restricted Subsidiary is a Guarantor, the Purchase Money Indebtedness to be
redeemed or repurchased ranks at least pari passu to the Guarantee given by such
Restricted Subsidiary and (b) second, to the extent of the balance of such Net
Proceeds after application as described in (a) above and to the extent the
Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest,
or enter into a legally binding agreement to reinvest, such Net Proceeds (or any
portion thereof) in assets that are used or useful in a Permitted Business. The
balance of such Net Proceeds, after the application of such Net Proceeds as
described in the immediately preceding clauses (a) and (b), shall constitute
"Excess Proceeds."

       (c) When the aggregate amount of Excess Proceeds equals or exceeds $15.0
million (taking into account income earned on such Excess Proceeds), the Company
shall be required to make an offer to all Holders of Notes and pari passu
Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of
Notes and pari passu Indebtedness that may be purchased out of the Excess
Proceeds, at a purchase price in cash in an amount equal to 100% of the
principal amount thereof, plus accrued and unpaid interest thereon to the date
of purchase, in accordance with the procedures set forth in Article 3 of the
Indenture and the agreements governing such pari passu Indebtedness. To the
extent that any Excess Proceeds remain after consummation of an Asset Sale
Offer, the Company may use such Excess Proceeds for any purpose not otherwise
prohibited by the Indenture. If the aggregate principal amount of Notes and pari
passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders
thereof exceeds the amount of Excess Proceeds, the Trustee shall select the
Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon
completion of such Asset Sale Offer, the amount of Excess Proceeds shall be
reset at zero for purposes of the first sentence of this paragraph.

       10.  Notice of Redemption.

                                     A-4-9
<PAGE>

       Notice of redemption shall be mailed at least 30 days but not more than
60 days before the redemption date to each Holder whose Notes are to be redeemed
at its registered address.  Notes in denominations larger than $1,000 may be
redeemed in part but only in whole multiples of $1,000, unless all of the Notes
held by a Holder are to be redeemed.  On and after the redemption date interest
shall cease to accrue on Notes or portions thereof called for redemption.

       11.  Denominations, Transfer, Exchange.

       The Notes are in registered form without coupons in denominations of
$1,000 and integral multiples of $1,000.  The transfer of Notes may be
registered and Notes may be exchanged as provided in the Indenture.  The
Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company may require a
Holder to pay any taxes and fees required by law or permitted by the Indenture.
The Company need not exchange or register the transfer of any Note or portion of
a Note selected for redemption, except for the unredeemed portion of any Note
being redeemed in part.  Also, the Company need not exchange or register the
transfer of any Notes for a period of 15 days before a selection of Notes to be
redeemed or during the period between a record date and the corresponding
Interest Payment Date.

       This Regulation S Temporary Global Note is exchangeable in whole or in
part for one or more Global Notes only (i) on or after the termination of the
40-day restricted period (as defined in Regulation S) and (ii) upon presentation
of certificates (accompanied by an Opinion of Counsel, if applicable) required
by Article 2 of the Indenture.  Upon exchange of this Regulation S Temporary
Global Note for one or more Global Notes, the Trustee shall cancel this
Regulation S Temporary Global Note.

       12.  Persons Deemed Owners.

       The registered Holder of a Note may be treated as its owner for all
purposes under the Indenture.

       13.  Amendment, Supplement and Waiver.

       Subject to certain exceptions, the Indenture, the Notes or any Guarantee
may be amended or supplemented with the consent of the Holders of at least a
majority in principal amount of the then outstanding Notes voting as a single
class, and any existing default or compliance with any provision of the
Indenture, the Notes or any Guarantee may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes voting
as a single class.  Without the consent of any Holder of a Note, the Indenture,
the Notes or any Guarantee may be amended or supplemented to cure any ambiguity,
defect or inconsistency, to provide for uncertificated Notes in addition to or
in place of certificated Notes, to provide for the assumption of the Company's
or any Guarantor's obligations to Holders of the Notes in case of a merger or
consolidation, to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the legal
rights under the Indenture of any such Holder, to comply with the requirements
of the SEC in order to effect or maintain the qualification of the Indenture
under the TIA, or to allow any Guarantor to execute a supplemental indenture to
the Indenture.

                                    A-4-10
<PAGE>

       14.  Defaults and Remedies.

       (a) Events of Default under the Indenture include:  (i) the failure to
pay interest on, or Special Interest, if any, with respect to the Notes, when
the same becomes due and payable if such default continues for a period of 30
days, (ii) the failure to pay principal of any Notes when such principal becomes
due and payable, at maturity, upon redemption or otherwise; (iii) failure by the
Company or any Restricted Subsidiary to comply with Sections 4.07, 4.09, 4.10,
4.15 or 5.01 of the Indenture; (iv) failure by the Company or any Restricted
Subsidiary for 60 days after notice to comply with any of its other agreements
in the Indenture or this Note;  (v) default under any mortgage, indenture or
instrument under which there may be issued or by which there may be secured or
evidenced any Indebtedness for money borrowed by the Company or any of its
Restricted Subsidiaries (or the payment of which is guaranteed by the Company or
any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now
exists, or is created after the date of the Indenture, which default results in
the acceleration of such Indebtedness prior to its express maturity and, in each
case, the principal amount of any such Indebtedness, together with the principal
amount of any other such Indebtedness or the maturity of which has been so
accelerated, aggregates $25.0 million or more; (vi) failure by the Company or
any of its Restricted Subsidiaries to pay final judgments not subject to appeal
aggregating in excess of $25.0 million (net of applicable insurance coverage
which is acknowledged in writing by the insurer), which judgments are not paid,
discharged or stayed for a period of 60 days; (vii) except as permitted by the
Indenture, any Guarantee shall be held in any judicial proceeding to be
unenforceable or invalid or shall cease for any reason to be in full force and
effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall
deny or disaffirm its obligations under its Guarantee; and (viii) certain events
of bankruptcy or insolvency with respect to the Company or any of the Company's
Restricted Subsidiaries.

       (b) If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes may
declare all the Notes to be due and payable.  Notwithstanding the foregoing, in
the case of an Event of Default arising from certain events of bankruptcy or
insolvency, all outstanding Notes shall become due and payable without further
action or notice.  Holders may not enforce the Indenture or the Notes except as
provided in the Indenture.  Subject to certain limitations, Holders of a
majority in principal amount of the then outstanding Notes may direct the
Trustee in its exercise of any trust or power.  The Trustee may withhold from
Holders of the Notes notice of any continuing Default or Event of Default
(except a Default or Event of Default relating to the payment of principal or
interest) if it determines that withholding notice is in their interest.  The
Holders of a majority in principal amount of the then outstanding Notes by
notice to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or Event of Default and its consequences under the Indenture,
except a continuing Default or Event of Default in the payment of interest on,
or principal of, the Notes.  The Company shall deliver to the Trustee annually a
statement regarding compliance with the Indenture, and the Company, upon
becoming aware of any Default or Event of Default, deliver to the Trustee a
statement specifying such Default or Event of Default.

       15.  Additional Restricted Subsidiary Guarantees.

                                    A-4-11
<PAGE>

       If any Restricted Subsidiary guarantees any Debt Securities issued by the
Company after November 19, 1999, then such Restricted Subsidiary shall become a
Guarantor and execute a supplemental indenture and deliver an Opinion of
Counsel, in accordance with the terms of the Indenture.

       16.  Trustee Dealings with Company.

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

       17.  No Recourse Against Others.

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

       18.  Authentication.

       This Note shall not be valid until authenticated by the manual signature
of the Trustee or an authenticating agent.

       19.  Abbreviations.

       Customary abbreviations may be used in the name of a Holder or an
assignee, such as:  TEN COM (= tenants in common), TEN ENT (= tenants by the
entirety), 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.  Additional Rights of Holders of Restricted Global Notes and
Restricted Definitive Notes.

       In addition to the rights provided to Holders of Notes under the
Indenture, Holders of Notes shall have all the rights set forth in the
Registration Rights Agreement.

       21.  CUSIP Numbers.

       Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Notes and the Trustee may use CUSIP numbers in notices of
redemption as a convenience to Holders.  No representation is made as to the
accuracy of such numbers either as printed on the Notes or as

                                    A-4-12
<PAGE>

contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

       The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

       Global Crossing Holdings Ltd.
       Wessex House
       45 Reid Street
       Hamilton HM 12, Bermuda
       Attention:  Secretary of the Company

                                    A-4-13
<PAGE>

                                 Assignment Form

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to

--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

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

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

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

--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint

to transfer this Note on the books of the Company.  The agent may substitute
another to act for him.

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

                            Tax Identification No:


                            SIGNATURE GUARANTEE:

                            _________________________________

                            Signatures must be guaranteed by an "eligible
                            guarantor institution" meeting the requirements of
                            the Registrar, which requirements include membership
                            or participation in the Security Transfer Agent
                            Medallion Program ("Stamp") or such other "signature
                            guarantee program" as may be determined by the
                            Registrar in addition to, or in substitution for,
                            STAMP, all in accordance with the Securities
                            Exchange Act of 1934, as amended.

                                    A-4-14
<PAGE>

                       Option of Holder to Elect Purchase

       If you want to elect to have this Note purchased by the Company pursuant
to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

        Section 4.10         Section 4.15

       If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased:  $___________


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

                            Tax Identification No:


                            SIGNATURE GUARANTEE:

                            _________________________________

                            Signatures must be guaranteed by an "eligible
                            guarantor institution" meeting the requirements of
                            the Registrar, which requirements include membership
                            or participation in the Security Transfer Agent
                            Medallion Program ("Stamp") or such other "signature
                            guarantee program" as may be determined by the
                            Registrar in addition to, or in substitution for,
                            STAMP, all in accordance with the Securities
                            Exchange Act of 1934, as amended.

                                    A-4-15
<PAGE>

           SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE

       The following exchanges of a part of this Regulation S Temporary Global
Note for an interest in another Global Note, or of other Restricted Global Notes
for an interest in this Regulation S Temporary Global Note, have been made:

<TABLE>
<CAPTION>
                                                            Principal Amount      Signature of
                   Amount of decrease  Amount of increase  of this Global Note     authorized
                      in Principal        in Principal       following such        officer of
                     Amount of this      Amount of this         decrease           Trustee or
Date of Exchange      Global Note         Global Note         (or increase)      Note Custodian
-----------------  ------------------  ------------------  -------------------  -----------------
<S>                <C>                 <C>                 <C>                  <C>

</TABLE>

                                     A-4-16
<PAGE>

                                   EXHIBIT B

                        FORM OF CERTIFICATE OF TRANSFER


Global Crossing Holdings Ltd.
45 Reid Street
Hamilton HM 12, Bermuda
Attention:  Secretary of the Company

United States Trust Company of New York
114 West 47th Street - 25th Floor
New York, New York  10036
Attention:  Corporate Trust Division

       Re:  [9 1/8% Senior Notes due 2006] [92% Senior Notes due 2009]
            ------------------------------ ---------------------------

       Reference is hereby made to the Indenture, dated as of November 19, 1999
(the "Indenture"), among Global Crossing Holdings Ltd., as issuer (the
"Company"), the Guarantors and United States Trust Company of New York, as
trustee.  Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

       ______________, (the "Transferor") owns and proposes to transfer the
Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to  __________ (the "Transferee"), as further specified in Annex A hereto.  In
connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1.        Check if Transferee will take delivery of a beneficial interest in the
          ----------------------------------------------------------------------
   144A Global Note or a Definitive Note Pursuant to Rule 144A.  The Transfer is
   -----------------------------------------------------------
   being effected pursuant to and in accordance with Rule 144A under the United
   States Securities Act of 1933, as amended (the "Securities Act"), and,
   accordingly, the Transferor hereby further certifies that the beneficial
   interest or Definitive Note is being transferred to a Person that the
   Transferor reasonably believed and believes is purchasing the beneficial
   interest or Definitive Note for its own account, or for one or more accounts
   with respect to which such Person exercises sole investment discretion, and
   such Person and each such account is a "qualified institutional buyer" within
   the meaning of Rule 144A in a transaction meeting the requirements of Rule
   144A and such Transfer is in compliance with any applicable blue sky
   securities laws of any state of the United States.  Upon consummation of the
   proposed Transfer in accordance with the terms of the Indenture, the
   transferred beneficial interest or Definitive Note will be subject to the
   restrictions on transfer enumerated in the Private Placement Legend printed
   on the 144A Global Note and/or the Definitive Note and in the Indenture and
   the Securities Act.

                                      B-1
<PAGE>

2.   Check if Transferee will take delivery of a beneficial interest in the
     ----------------------------------------------------------------------
   Temporary Regulation S Global Note, the Regulation S Global Note or a
   ---------------------------------------------------------------------
   Definitive Note pursuant to Regulation S.  The Transfer is being effected
   ----------------------------------------
   pursuant to and in accordance with Rule 903 or Rule 904 under the Securities
   Act and, accordingly, the Transferor hereby further certifies that (i) the
   Transfer is not being made to a person in the United States and (x) at the
   time the buy order was originated, the Transferee was outside the United
   States or such Transferor and any Person acting on its behalf reasonably
   believed and believes that the Transferee was outside the United States or
   (y) the transaction was executed in, on or through the facilities of a
   designated offshore securities market and neither such Transferor nor any
   Person acting on its behalf knows that the transaction was prearranged with a
   buyer in the United States, (ii) no directed selling efforts have been made
   in contravention of the requirements of Rule 903(b) or Rule 904(b) of
   Regulation S under the Securities Act, (iii) the transaction is not part of a
   plan or scheme to evade the registration requirements of the Securities Act
   and (iv) if the proposed transfer is being made prior to the expiration of
   the Restricted Period, the transfer is not being made to a U.S. Person or for
   the account or benefit of a U.S. Person (other than an Initial Purchaser).
   Upon consummation of the proposed transfer in accordance with the terms of
   the Indenture, the transferred beneficial interest or Definitive Note will be
   subject to the restrictions on Transfer enumerated in the Private Placement
   Legend printed on the Regulation S Global Note, the Temporary Regulation S
   Global Note and/or the Definitive Note and in the Indenture and the
   Securities Act.

3.   Check and complete if Transferee will take delivery of a beneficial
     -------------------------------------------------------------------
   interest in a Definitive Note pursuant to any provision of the Securities Act
   -----------------------------------------------------------------------------
   other than Rule 144A or Regulation S.  The Transfer is being effected in
   ------------------------------------
   compliance with the transfer restrictions applicable to beneficial interests
   in Restricted Global Notes and Restricted Definitive Notes and pursuant to
   and in accordance with the Securities Act and any applicable blue sky
   securities laws of any state of the United States, and accordingly the
   Transferor hereby further certifies that (check one):

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

                                 or

       (b) such Transfer is being effected to the Company or a subsidiary
  thereof;

                                 or

       (c) such Transfer is being effected pursuant to an effective registration
  statement under the Securities Act and in compliance with the prospectus
  delivery requirements of the Securities Act.

4.   Check if Transferee will take delivery of a beneficial interest in an
     ---------------------------------------------------------------------
   Unrestricted Global Note or of an Unrestricted Definitive Note.
   --------------------------------------------------------------

       (a) Check if Transfer is pursuant to Rule 144.  (i) The Transfer is being
  effected pursuant to and in accordance with Rule 144 under the Securities Act
  and in compliance with the transfer

                                      B-2
<PAGE>

  restrictions contained in the Indenture and any applicable blue sky securities
  laws of any state of the United States and (ii) the restrictions on transfer
  contained in the Indenture and the Private Placement Legend are not required
  in order to maintain compliance with the Securities Act. Upon consummation of
  the proposed Transfer in accordance with the terms of the Indenture, the
  transferred beneficial interest or Definitive Note will no longer be subject
  to the restrictions on transfer enumerated in the Private Placement Legend
  printed on the Restricted Global Notes, on Restricted Definitive Notes and in
  the Indenture.

       (b) Check if Transfer is Pursuant to Regulation S.  (i) The Transfer is
  being effected pursuant to and in accordance with Rule 903 or Rule 904 under
  the Securities Act and in compliance with the transfer restrictions contained
  in the Indenture and any applicable blue sky securities laws of any state of
  the United States and (ii) the restrictions on transfer contained in the
  Indenture and the Private Placement Legend are not required in order to
  maintain compliance with the Securities Act.  Upon consummation of the
  proposed Transfer in accordance with the terms of the Indenture, the
  transferred beneficial interest or Definitive Note will no longer be subject
  to the restrictions on transfer enumerated in the Private Placement Legend
  printed on the Restricted Global Notes, on Restricted Definitive Notes and in
  the Indenture.

       (c) Check if Transfer is Pursuant to Other Exemption.  (i) The Transfer
  is being effected pursuant to and in compliance with an exemption from the
  registration requirements of the Securities Act other than Rule 144, Rule 903
  or Rule 904 and in compliance with the transfer restrictions contained in the
  Indenture and any applicable blue sky securities laws of any State of the
  United States and (ii) the restrictions on transfer contained in the Indenture
  and the Private Placement Legend are not required in order to maintain
  compliance with the Securities Act.  Upon consummation of the proposed
  Transfer in accordance with the terms of the Indenture, the transferred
  beneficial interest or Definitive Note will not be subject to the restrictions
  on transfer enumerated in the Private Placement Legend printed on the
  Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

       This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                 ---------------------------------------
                                 [Insert Name of Transferor]



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

Dated:
      ----------, ------
                                      B-3
<PAGE>

                      ANNEX A TO CERTIFICATE OF TRANSFER
1.  The Transferor owns and proposes to transfer the following:


                            [CHECK ONE OF (a) OR (b)]


  (a)    a beneficial interest in the:


       (i)          144A Global Note (CUSIP  ________), or

       (ii)         Regulation S Global Note (CUSIP  ________): or


  (b)    a Restricted Definitive Note.


2.  After the Transfer the Transferee will hold:


                                   [CHECK ONE]


  (a)    a beneficial interest in the:


       (i)          144A Global Note (CUSIP  _______), or

       (ii)         Regulation S Global Note (CUSIP  _______), or

       (iii)        Unrestricted Global Note (CUSIP  _______); or


  (b) a Restricted Definitive Note; or


  (c) an Unrestricted Definitive Note,

  in accordance with the terms of the Indenture.

                                      B-4
<PAGE>

                                   EXHIBIT C

                        FORM OF CERTIFICATE OF EXCHANGE


Global Crossing Holdings Ltd.
45 Reid Street
Hamilton HM 12, Bermuda
Attention:  Secretary of the Company

United States Trust Company of New York
114 West 47th Street - 25th Floor
New York, New York  10036
Attention:  Corporate Trust Division

       Re:  [9 1/8% Senior Notes due 2006] [92% Senior Notes due 2009]
            ------------------------------ ---------------------------

                            (CUSIP ______________)

       Reference is hereby made to the Indenture, dated as of November 19, 1999
(the "Indenture"), among Global Crossing Holdings Ltd., as issuer (the
"Company"), the Guarantors and United States Trust Company of New York, as
trustee.  Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

       ____________, (the "Owner") owns and proposes to exchange the Note[s] or
interest in such Note[s] specified herein, in the principal amount of
$____________ in such Note[s] or interests (the "Exchange").  In connection with
the Exchange, the Owner hereby certifies that:

1.  Exchange of Restricted Definitive Notes or Beneficial Interests in a
    --------------------------------------------------------------------
Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests
--------------------------------------------------------------------------------
in an Unrestricted Global Note.
------------------------------

       (a) Check if Exchange is from beneficial interest in a Restricted Global
Note to beneficial interest in an Unrestricted Global Note.  In connection with
the Exchange of the Owner's beneficial interest in a Restricted Global Note for
a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the United States Securities Act of
1933, as amended (the "Securities Act"), (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial
interest in an Unrestricted Global Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.

                                      C-1
<PAGE>

       (b) Check if Exchange is from beneficial interest in a Restricted Global
Note to Unrestricted Definitive Note.  In connection with the Exchange of the
Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.

       (c) Check if Exchange is from Restricted Definitive Note to beneficial
interest in an Unrestricted Global Note.  In connection with the Owner's
Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

       (d) Check if Exchange is from Restricted Definitive Note to Unrestricted
Definitive Note.  In connection with the Owner's Exchange of a Restricted
Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies
(i) the Unrestricted Definitive Note is being acquired for the Owner's own
account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

2.  Exchange of Restricted Definitive Notes or Beneficial Interests in
    ------------------------------------------------------------------
Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests
-------------------------------------------------------------------------------
in Restricted Global Notes.
--------------------------

       (a) Check if Exchange is from beneficial interest in a Restricted Global
Note to Restricted Definitive Note.  In connection with the Exchange of the
Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer.  Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

       (b) Check if Exchange is from Restricted Definitive Note to beneficial
interest in a Restricted Global Note.  In connection with the Exchange of the
Owner's Restricted Definitive Note for a beneficial interest in the [CHECK ONE]
144A Global Note,  Regulation S Global Note, the Owner

                                      C-2
<PAGE>

hereby certifies (i) the beneficial interest is being acquired for the Owner's
own account without transfer and (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to the Restricted Global
Notes and pursuant to and in accordance with the Securities Act, and in
compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Exchange in accordance with the
terms of the Indenture, the beneficial interest issued will be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the relevant Restricted Global Note and in the Indenture and the Securities Act.

       This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.


                                 -----------------------------------
                                 [Insert Name of Owner]

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

Dated:
       ----------, ----
                                      C-3
<PAGE>

                                   EXHIBIT D


                         FORM OF NOTATION OF GUARANTEE


       For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of November 19, 1999 (the "Indenture")
among Global Crossing Holdings Ltd., the Guarantors signatories thereto and
United States Trust Company of New York, as trustee (the "Trustee"), (a) the due
and punctual payment of the principal of, premium, if any, and interest on the
Notes (as defined in the Indenture), whether at maturity, by acceleration,
redemption or otherwise, the due and punctual payment of interest on overdue
principal and premium, and, to the extent permitted by law, interest, and the
due and punctual performance of all other obligations of the Company to the
Holders or the Trustee all in accordance with the terms of the Indenture and (b)
in case of any extension of time of payment or renewal of any Notes or any of
such other obligations, that the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise.  The obligations of the
Guarantors to the Holders of Notes and to the Trustee pursuant to the Guarantee
and the Indenture are expressly set forth in Article 10 of the Indenture and
reference is hereby made to the Indenture for the precise terms of the
Guarantee.  Each Holder of a Note, by accepting the same, (a) agrees to and
shall be bound by such provisions and (b) appoints the Trustee attorney-in-fact
for such purpose.



                                 [GUARANTOR(S)]


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

                                      D-1
<PAGE>

                                   EXHIBIT E

                        FORM OF SUPPLEMENTAL INDENTURE
                   TO BE DELIVERED BY SUBSEQUENT GUARANTORS

       SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated as of
____________________, among _____________________ (the "Guarantor"), a
subsidiary of Global Crossing Holdings Ltd. (or its successor), a company
organized under the laws of Bermuda (the "Company"), and United States Trust
Company of New York, as trustee under the indenture referred to below (the
"Trustee").

                                 W I T N E S S E T H

       WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture (the "Indenture"), dated as of November 19, 1999, providing for the
issuance of an aggregate principal amount at maturity of $900,000,000 of 9 1/8%
Senior Notes due 2006 and an aggregate principal amount at maturity of
$1,100,000,000 of 92% Senior Notes due 2009 (together, the "Notes");

       WHEREAS, Section 4.22 of the Indenture provides that, under certain
circumstances, the Company is required to cause the Guarantor to execute and
deliver to the Trustee a Subsidiary Guarantee on the terms and conditions set
forth herein; and

       WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

       NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guarantor and the Trustee mutually covenant and agree for the equal and ratable
benefit of the Holders of the Notes as follows:

       1.  CAPITALIZED TERMS.  Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

       2.  INDENTURE PROVISION PURSUANT TO WHICH SUBSIDIARY GUARANTEE IS GIVEN.
This Supplemental Indenture is being executed and delivered pursuant to Section
4.22 of the Indenture.

       3.  AGREEMENTS TO SUBSIDIARY GUARANTEE.  The Guarantor hereby agrees as
follows:

       (a) The Guarantor, jointly and severally with all other Guarantors, if
any, unconditionally guarantees to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
regardless of the validity and enforceability of the Indenture, the Notes and
the obligations of the Company under the Indenture and the Notes, that:

          (i) the principal of, premium and Special Interest, if any, and
interest on the Notes shall be promptly paid in full when due, whether at
maturity, by acceleration, redemption or

                                      E-1
<PAGE>

otherwise, and interest on the overdue principal of, premium, interest and
Special Interest, if any, on the Notes, to the extent lawful, and all other
obligations of the Company to the Holders or the Trustee thereunder shall be
promptly paid in full, all in accordance with the terms thereof; and

          (ii) in case of any extension of time for payment or renewal of any
Notes or any of such other obligations, that the same shall be promptly paid in
full when due in accordance with the terms of the extension or renewal, whether
at stated maturity, by acceleration or otherwise.

       Notwithstanding the foregoing, in the event that this Subsidiary
Guarantee would constitute or result in a violation of any applicable fraudulent
conveyance or similar law of any relevant jurisdiction, the liability of the
Guarantor under this Supplemental Indenture and its Subsidiary Guarantee shall
be limited to such amount as will not, after giving effect thereto, and to all
other liabilities of the Guarantor, result in such amount constituting a
fraudulent transfer or conveyance.

       4.  EXECUTION AND DELIVERY OF SUBSIDIARY GUARANTEES

       (a) To evidence its Subsidiary Guarantee set forth in this Supplemental
Indenture, the Guarantor hereby agrees that a notation of such Subsidiary
Guarantee substantially in the form of Annex A hereto shall be endorsed by an
officer of such Guarantor on each Note authenticated and delivered by the
Trustee after the date hereof.

       (b) Notwithstanding the foregoing, the Guarantor hereby agrees that its
Subsidiary Guarantee set forth herein shall remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of such
Subsidiary Guarantee.

       (c) If an officer whose signature is on this Supplemental Indenture or on
the Subsidiary Guarantee no longer holds that office at the time the Trustee
authenticates the Note on which a Subsidiary Guarantee is endorsed, the
Subsidiary Guarantee shall be valid nevertheless.

       (d) The delivery of the Note by the Trustee, after the authentication
thereof under the Indenture, shall constitute due delivery of the Subsidiary
Guarantee set forth in this Supplemental Indenture on behalf of the Guarantor.

       (e) The Guarantor hereby agrees that its obligations hereunder shall be
unconditional, regardless of the validity, regularity or enforceability of the
Notes or the Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor.

       (f) The Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest, notice and all demands whatsoever and covenants that its Subsidiary
Guarantee made pursuant to this Supplemental Indenture will not be discharged
except

                                      E-2
<PAGE>

by complete performance of the obligations contained in the Notes and the
Indenture or pursuant to Section 5(b) of this Supplemental Indenture.

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

       (h) The Guarantor hereby 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
Guarantor as a result of any payment by such Guarantor under its Subsidiary
Guarantee.  The Guarantor further agrees that, as between the Guarantors, on the
one hand, and the Holders and the Trustee, on the other hand:

           (i)  the maturity of the obligations guaranteed hereby may be
accelerated as provided in Article 6 of the Indenture for the purposes of the
Subsidiary Guarantee made pursuant to this Supplemental Indenture,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby; and

           (ii) in the event of any declaration of acceleration of such
obligations as provided in Article 6, such obligations (whether or not due and
payable) shall forthwith become due and payable by the Guarantor for the purpose
of the Subsidiary Guarantee made pursuant to this Supplemental Indenture.

       (i) The Guarantor shall have the right to seek contribution from any
other non-paying Guarantor, if any, so long as the exercise of such right does
not impair the rights of the Holders under the Subsidiary Guarantee made
pursuant to this Supplemental Indenture.

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

       5.  GUARANTOR MAY CONSOLIDATE, ETC. ON CERTAIN TERMS

       (a) Except as set forth in Articles 4 and 5 of the Indenture, nothing
contained in the Indenture, this Supplemental Indenture or in the Notes shall
prevent any consolidation or merger of the Guarantor with or into the Company or
any other Guarantor or shall prevent any transfer, sale or

                                      E-3
<PAGE>

conveyance of the property of the Guarantor as an entirety or substantially as
an entirety, to the Company or any other Guarantor.

       (b) Except as set forth in Article 5 of the Indenture, upon the sale or
disposition of all of the Capital Stock of the Guarantor by the Company or the
Subsidiary of the Company, or upon the consolidation or merger of the Guarantor
with or into any Person, or the sale of all or substantially all of the assets
of the Guarantor (in each case, other than to an Affiliate of the Company), such
Guarantor shall be deemed automatically and unconditionally released and
discharged from all obligations under this Subsidiary Guarantee without any
further action required on the part of the Trustee or any Holder if no Default
shall have occurred and be continuing; provided, that in the event of an Asset
Sale (including a sale of the Capital Stock of the Guarantor), the Net Cash
Proceeds therefrom are treated in accordance with Section 4.10 of the Indenture.
Except with respect to transactions set forth in the preceding sentence, the
Company and the Guarantor covenant and agree that upon any such consolidation,
merger or transfer of assets, the performance of all covenants and conditions of
this Supplemental Indenture to be performed by such Guarantor shall be expressly
assumed by supplemental indenture satisfactory in form and substance to the
Trustee, by the corporation formed by such consolidation, or into which the
Guarantor shall have merged, or by the corporation which shall have acquired
such property.  Upon receipt of an Officers' Certificate of the Company or the
Guarantor, as the case may be, to the effect that the Company or such Guarantor
has complied with the first sentence of this Section 5(b), the Trustee shall
execute any documents reasonably requested by the Company or the Guarantor, at
the cost of the Company or such Guarantor, as the case may be, in order to
evidence the release of such Guarantor from its obligations under its Subsidiary
Guarantee endorsed on the Notes and under the Indenture and this Supplemental
Indenture.

       6.  RELEASES UPON RELEASE OF SUBSIDIARY GUARANTEE OF GUARANTEED
INDEBTEDNESS.

       Concurrently with the release or discharge of the Guarantor's guarantee
of the payment of [describe indebtedness the guarantee of which gave rise to the
delivery of this Supplemental Indenture] ("Guaranteed Debt") (other than a
release or discharge by or as a result of payment under such guarantee of
Guaranteed Indebtedness), the Guarantor shall be automatically and
unconditionally released and relieved of its obligations under this Supplemental
Indenture and its Subsidiary Guarantee made pursuant to Section 4 of this
Supplemental Indenture.  Upon delivery by the Company to the Trustee of an
Officer's Certificate to the effect that such release or discharge has occurred,
the Trustee shall execute any documents reasonably required in order to evidence
the release of the Guarantor from its obligations under this Supplemental
Indenture and its Subsidiary Guarantee made pursuant hereto; provided such
documents shall not affect or impair the rights of the Trustee and Paying Agent
under Section 7.07 of the Indenture.

       7.  NEW YORK LAW TO GOVERN.

       The internal law of the State of New York shall govern and be used to
construe this Supplemental Indenture.

       8.  COUNTERPARTS.

                                      E-4
<PAGE>

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

       9.  EFFECT OF HEADINGS.

       The Section headings herein are for convenience only and shall not effect
the construction hereof.

                         [Signatures on following page]

                                      E-5
<PAGE>

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


Dated:_________,______                              [Guarantor]


                                                    By:______________________
                                                       Name:
                                                       Title:


Dated:_________,______                              as Trustee


                                                    By:______________________
                                                       Name:
                                                       Title:

                                      E-6
<PAGE>

                       ANNEX A TO SUPPLEMENTAL INDENTURE
               FORM OF NOTATION OF SUBSIDIARY GUARANTEE ON NOTE


       For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of November 19, 1999 (the "Indenture")
among Global Crossing Holdings Ltd., the Guarantors signatories thereto and
United States Trust Company of New York, as trustee (the "Trustee"), (a) the due
and punctual payment of the principal of, premium, if any, and interest on the
Notes (as defined in the Indenture), whether at maturity, by acceleration,
redemption or otherwise, the due and punctual payment of interest on overdue
principal and premium, and, to the extent permitted by law, interest, and the
due and punctual performance of all other obligations of the Company to the
Holders or the Trustee all in accordance with the terms of the Indenture and (b)
in case of any extension of time of payment or renewal of any Notes or any of
such other obligations, that the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise.  The obligations of the
Guarantors to the Holders of Notes and to the Trustee pursuant to the Subsidiary
Guarantee and the Indenture are expressly set forth in Article 10 of the
Indenture and reference is hereby made to the Indenture for the precise terms of
the Note Guarantee.  Each Holder of a Note, by accepting the same, (a) agrees to
and shall be bound by such provisions and (b) appoints the Trustee attorney-in-
fact of such Holder for such purpose.



                                                    [Guarantor]


                                                    By:______________________
                                                       Name:

                                                       Title:

                                      E-7