<PAGE>

                                                                  EXECUTION COPY

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                             RSL COMMUNICATIONS PLC

                                                  As Issuer

                            RSL COMMUNICATIONS, LTD.

                                                  As Guarantor

                                       TO

                            THE CHASE MANHATTAN BANK

                                                  As Trustee

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



                                    Indenture

                            Dated as of May 13, 1999

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








                         9 7/8% SENIOR NOTES DUE 2009


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


<PAGE>


                 Certain Sections of this Indenture relating to
                        Sections 3.10 through 3.18 of the
                          Trust Indenture Act of 1939:

<TABLE>
<CAPTION>

Trust Indenture                                            Indenture
  Act Section                                               Section
---------------                                            ---------
<S>                                                        <C>
ss.3.10(a)(1)     ....................................      609
       (a)(2)     ....................................      609
       (a)(3)     ....................................      Not
                                                            Applicable
       (a)(4)     ....................................      Not
                                                            Applicable
       (b)        ....................................      6.08
                  ....................................      6.10
ss. 3.11(a)       ....................................      6.13
      (b)         ....................................      6.13
ss. 3.12(a)       ....................................      7.01
                  ....................................
      7.02(a)
      (b)         ....................................      7.02(b)
      (c)         ....................................      7.02(c)
ss. 3.13(a)       ....................................      7.03(a)
      (a)(4)      ....................................      7.03(a)
      (b)         ....................................      7.03(a)
      (c)         ....................................      7.03(a)
      (d)         ....................................      7.03(b)
ss. 3.14(a)       ....................................      7.04
                  ....................................      10.18
      (b)         ....................................      Not
                  ....................................      Applicable
      (c)(1)      ....................................      1.02
      (c)(2)      ....................................      1.02
      (c)(3)      ....................................      Not
                  ....................................      Applicable
      (d)         ....................................      Not
                  ....................................      Applicable
      (e)         ....................................      1.02
ss. 3.15(a)       ....................................      6.01
      (b)         ....................................      6.02
      (c)         ....................................      6.01
      (d)         ....................................      6.01
      (e)         ....................................      5.14

</TABLE>

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

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


                                       -i-


<PAGE>

<TABLE>
<CAPTION>

Trust Indenture                                            Indenture
  Act Section                                               Section
---------------                                            ---------
<S>                                                        <C>
ss. 3.16(a)(1)(A) ....................................      5.02
                  ....................................      5.12
      (a)(1)(B)   ....................................      5.13
      (a)(2)      ....................................      Not
                  ....................................      Applicable
      (b)         ....................................      5.08
      (c)         ....................................      1.04
ss. 3.17(a)(1)    ....................................      5.03
      (a)(2)      ....................................      5.04
      (b)         ....................................      10.03
ss. 3.18(a)       ....................................      1.07

</TABLE>

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

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


                                      -ii-

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                            Page
                                                                            ----
<S>                                                                          <C>
Parties........................................................................1
Recitals of the Issuer ........................................................1

                                    ARTICLE I

                        Definitions and Other Provisions
                             of General Application

SECTION 1.01.  Definitions.....................................................2
      Acquired Debt............................................................2
      Act......................................................................2
      Additional Amounts.......................................................3
      Affiliate................................................................3
      Agent Member.............................................................3
      Applicable Procedures....................................................3
      Asset Disposition........................................................3
      Average Life.............................................................3
      beneficial interest......................................................4
      Board of Directors.......................................................4
      Board Resolution.........................................................4
      Book-Entry Depositary....................................................4
      Business Day.............................................................4
      Capital Lease Obligation.................................................4
      Capital Stock............................................................5
      Cedel....................................................................5
      Change of Control........................................................5
      Commission...............................................................5
      Common Stock.............................................................5
      Consolidated Cash Flow Available for Fixed Charges.......................5
      Consolidated Income Tax Expense..........................................6
      Consolidated Interest Expense............................................6
      Consolidated Net Income..................................................6
      Consolidated Net Worth...................................................7
      Consolidated Tangible Assets.............................................7
      Corporate Trust Office...................................................7
      corporation..............................................................7
      Credit Facility..........................................................7
      Debt.....................................................................8

</TABLE>

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

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


                                      -iii-

<PAGE>

<TABLE>
<CAPTION>

                                                                            Page
                                                                            ----
<S>                                                                          <C>
      Defaulted Interest.......................................................8
      Definitive Security......................................................9
      Deposit Agreement........................................................9
      Depositary...............................................................9
      Depositary Interest......................................................9
      Disqualified Stock.......................................................9
      Eligible Institution.....................................................9
      Euroclear...............................................................10
      Event of Default........................................................10
      Exchange Act............................................................10
      Exchange and Registration Rights Agreement..............................10
      Exchange Offer..........................................................10
      Exchange Offer Registration Statement...................................10
      Exchange Security.......................................................10
      Existing Stockholders...................................................10
      Expiration Date.........................................................10
      Global Security.........................................................11
      Government Securities...................................................11
      Guarantee...............................................................11
      Guarantor...............................................................11
      Holder..................................................................11
      Incremental Paid-in Capital.............................................11
      Incur...................................................................12
      Indenture...............................................................12
      Indirect Participant....................................................12
      Initial Purchaser.......................................................12
      Interest Payment Date...................................................12
      Interest Rate or Currency Protection Agreement..........................12
      Investment..............................................................12
      Issuer..................................................................13
      "Issuer Request" or "Issuer Order"......................................13
      Lien....................................................................13
      Listing Failure.........................................................14
      Marketable Securities...................................................14
      Maturity................................................................14
      Net Available Proceeds..................................................14
      Offer to Purchase.......................................................15
      Officers' Certificate...................................................18
      Opinion of Counsel......................................................18
      Original Securities.....................................................18
      Outstanding.............................................................18

</TABLE>

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

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


                                      -iv-


<PAGE>

<TABLE>
<CAPTION>

                                                                            Page
                                                                            ----
<S>                                                                          <C>
      Participant.............................................................19
      Paying Agent............................................................19
      Permitted Interest Rate or Currency Protection Agreement................20
      Permitted Investment....................................................20
      Permitted Liens.........................................................20
      Person..................................................................21
      Predecessor Security....................................................21
      Purchase Agreement......................................................21
      Purchase Money Debt.....................................................21
      readily marketable cash equivalents.....................................22
      Receivables.............................................................22
      Receivables Sale........................................................22
      Redemption Date.........................................................22
      Redemption Price........................................................22
      Registered Securities...................................................22
      Regular Record Date.....................................................23
      Regulation S............................................................23
      Regulation S Certificate................................................23
      Regulation S Global Security............................................23
      Regulation S Legend.....................................................23
      Regulation S Securities.................................................23
      Related Person..........................................................23
      Resale Registration Statement...........................................23
      Responsible Officer.....................................................23
      Restricted Global Security..............................................24
      Restricted Period.......................................................24
      Restricted Securities...................................................24
      Restricted Securities Certificate.......................................24
      Restricted Securities Legend............................................24
      Restricted Subsidiary...................................................24
      RSLNA...................................................................24
      Rule 144A...............................................................24
      Rule 144A Securities....................................................24
      Securities..............................................................24
      Securities Act..........................................................25
      Securities Act Legend...................................................25
      Securities Guarantee....................................................25
      "Security Register" and "Security Registrar"............................25
      Significant Subsidiary..................................................25
      Special Interest........................................................25

</TABLE>

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

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


                                       -v-

<PAGE>

<TABLE>
<CAPTION>

                                                                            Page
                                                                            ----
<S>                                                                          <C>
      Special Record Date.....................................................25
      Stated Maturity.........................................................25
      Step-Down Date..........................................................25
      Step-Up.................................................................25
      Strategic Investor......................................................25
      Subordinated Debt.......................................................26
      Subsidiary..............................................................27
      Subsidiary Guarantor....................................................27
      Substitute Securities...................................................27
      Successor Security......................................................27
      Tax.....................................................................27
      Taxing Authority........................................................28
      Telecommunications Assets...............................................28
      Telecommunications Business.............................................28
      Trustee.................................................................28
      Trust Indenture Act.....................................................28
      Unrestricted Securities Certificate.....................................28
      Unrestricted Subsidiary.................................................28
      Vice President..........................................................29
      Voting Stock............................................................29
      Wholly Owned Subsidiary.................................................29
SECTION 1.02.  Compliance Certificates and Opinions...........................30
SECTION 1.03.  Form of Documents Delivered to Trustee.........................30
SECTION 1.04.  Acts of Holders; Record Dates..................................31
SECTION 1.05.  Notices, Etc., to Trustee, Issuer and Guarantor................34
SECTION 1.06.  Notice to Holders; Waiver......................................34
SECTION 1.07.  Application of Trust Indenture Act.............................35
SECTION 1.08.  Effect of Headings and Table of Contents.......................35
SECTION 1.09.  Successors and Assigns.........................................35
SECTION 1.10.  Separability Clause............................................35
SECTION 1.11.  Benefits of Indenture..........................................35
SECTION 1.12.  Governing Law..................................................36
SECTION 1.13.  Legal Holidays.................................................36
SECTION 1.14.  Agent for Service; Submission to Jurisdiction; Waiver
                 of Immunities................................................36

</TABLE>

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

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


                                      -vi-

<PAGE>

<TABLE>
<CAPTION>

                                                                            Page
                                                                            ----
<S>                                                                          <C>
                                   ARTICLE II

                                 Security Forms

SECTION 2.01.  Forms Generally................................................37
SECTION 2.02.  Form of Face of Security.......................................38
SECTION 2.03.  Form of Reverse of Security....................................44
SECTION 2.04.  Form of Trustee's Certificate of Authentication................44

                                   ARTICLE III

                                 The Securities

SECTION 3.01.  Title and Terms................................................44
SECTION 3.02.  Denominations..................................................51
SECTION 3.03.  Execution, Authentication, Delivery and Dating.................51
SECTION 3.04.  Temporary Securities...........................................52
SECTION 3.05.  Registration, Registration of Transfer and Exchange............53
SECTION 3.06.  Mutilated, Destroyed, Lost and Stolen Securities...............60
SECTION 3.07.  Payment of Interest; Interest Rights Preserved.................61
SECTION 3.08.  Persons Deemed Owners..........................................62
SECTION 3.09.  Cancelation....................................................63
SECTION 3.10.  Computation of Interest........................................63
SECTION 3.11.  CUSIP and ISIN Numbers.........................................63

                                   ARTICLE IV

                             Guarantee Of Securities

SECTION 4.01.  Guarantee......................................................64
SECTION 4.02.  Obligations Unconditional......................................66
SECTION 4.03.  Notice to Trustee..............................................66

</TABLE>

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

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


                                      -vii-

<PAGE>

<TABLE>
<CAPTION>

                                                                            Page
                                                                            ----
<S>                                                                          <C>
                                    ARTICLE V

                                    Remedies

SECTION 5.01.  Events of Default..............................................66
SECTION 5.02.  Acceleration of Maturity; Rescission and Annulment.............69
SECTION 5.03.  Collection of Indebtedness and Suits for Enforcement
                 by Trustee...................................................70
SECTION 5.04.  Trustee May File Proofs of Claim...............................71
SECTION 5.05.  Trustee May Enforce Claims Without Possession
                 of Securities................................................71
SECTION 5.06.  Application of Money Collected.................................72
SECTION 5.07.  Limitation on Suits............................................72
SECTION 5.08.  Unconditional Right of Holders To Receive Principal,
                 Premium and Interest.........................................73
SECTION 5.09.  Restoration of Rights and Remedies.............................73
SECTION 5.10.  Rights and Remedies Cumulative.................................73
SECTION 5.11.  Delay or Omission Not Waiver...................................74
SECTION 5.12.  Control by Holders.............................................74
SECTION 5.13.  Waiver of Past Defaults........................................74
SECTION 5.14.  Undertaking for Costs..........................................75
SECTION 5.15.  Waiver of Stay or Extension Laws...............................75

                                   ARTICLE VI

                                   The Trustee

SECTION 6.01.  Certain Duties and Responsibilities............................76
SECTION 6.02.  Notice of Defaults.............................................77
SECTION 6.03.  Certain Rights of Trustee......................................77
SECTION 6.04.  Not Responsible for Recitals or Issuance of Securities.........79
SECTION 6.05.  May Hold Securities............................................79
SECTION 6.06.  Money Held in Trust............................................79
SECTION 6.07.  Compensation and Reimbursement.................................79
SECTION 6.08.  Disqualification; Conflicting Interests........................80
SECTION 6.09.  Corporate Trustee Required; Eligibility........................81

</TABLE>

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

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


                                     -viii-

<PAGE>

<TABLE>
<CAPTION>

                                                                            Page
                                                                            ----
<S>                                                                          <C>
SECTION 6.10.  Resignation and Removal; Appointment of Successor..............81
SECTION 6.11.  Acceptance of Appointment by Successor.........................83
SECTION 6.12.  Merger, Conversion, Consolidation or Succession
                 to Business..................................................83
SECTION 6.13.  Preferential Collection of Claims Against Issuer
                 or Guarantor.................................................83
SECTION 6.14.  Appointment of Authenticating Agent............................84
SECTION 6.15.  Withholding Taxes..............................................86

                                   ARTICLE VII

                Holders' Lists and Reports by Trustee and Issuer

SECTION 7.01.  Issuer to Furnish Trustee Names and Addresses of Holder........86
SECTION 7.02.  Preservation of Information; Communications to Holders.........87
SECTION 7.03.  Reports by Trustee.............................................87
SECTION 7.04.  Reports by Issuer and Guarantor................................88
SECTION 7.05.  Officers' Certificate with Respect to Change in
                 Interest Rates...............................................88

                                  ARTICLE VIII

                           Merger, Consolidation, Etc.

SECTION 8.01.  Mergers, Consolidations and Certain Sales of Assets............88
SECTION 8.02.  Successor Substituted..........................................90

                                   ARTICLE IX

                             Supplemental Indentures

SECTION 9.01.  Supplemental Indentures Without Consent of Holders.............90

</TABLE>

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

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


                                      -ix-

<PAGE>

<TABLE>
<CAPTION>

                                                                            Page
                                                                            ----
<S>                                                                          <C>
SECTION 9.02.  Supplemental Indentures with Consent of Holders................91
SECTION 9.03.  Execution of Supplemental Indentures...........................92
SECTION 9.04.  Effect of Supplemental Indentures..............................92
SECTION 9.05.  Conformity with Trust Indenture Act............................92
SECTION 9.06.  Reference in Securities to Supplemental Indentures.............93

                                    ARTICLE X

                                    Covenants

SECTION 10.01.  Payment of Principal, Premium and Interest....................93
SECTION 10.02.  Maintenance of Office or Agency...............................93
SECTION 10.03.  Money for Security Payments To Be Held in Trust...............94
SECTION 10.04.  Existence.....................................................95
SECTION 10.05.  Maintenance of Properties.....................................96
SECTION 10.06.  Payment of Taxes and Other Claims.............................96
SECTION 10.07.  Maintenance of Insurance......................................96
SECTION 10.08.  Limitation on Consolidated Debt...............................96
SECTION 10.09.  Additional Amounts............................................99
SECTION 10.10.  Limitation on Restricted Payments............................102
SECTION 10.11.  Limitation on Dividend and Other Payment
                  Restrictions Affecting Restricted Subsidiaries.............104
SECTION 10.12.  Limitation on Transactions with Affiliates and
                  Related Persons............................................105
SECTION 10.13.  Limitation on Asset Dispositions.............................106
SECTION 10.14.  Limitation on Issuances and Sales of Capital Stock
                  of Restricted Subsidiaries.................................108
SECTION 10.15.  Limitation on Liens..........................................108
SECTION 10.16.  Limitation on Issuance of Guarantees of Debt by
                  Restricted Subsidiaries....................................109
SECTION 10.17.  Change of Control............................................110
SECTION 10.18.  Provision of Financial Information...........................111
SECTION 10.19.  Statement by Officers as to Default..........................112
SECTION 10.20.  Waiver of Certain Covenants..................................112

</TABLE>

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

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


                                       -x-

<PAGE>

<TABLE>
<CAPTION>

                                                                            Page
                                                                            ----
<S>                                                                          <C>
SECTION 10.21.  Paying Agent.................................................113

                                   ARTICLE XI

                            Redemption of Securities

SECTION 11.01.  Right of Redemption..........................................113
SECTION 11.02.  Applicability of Article.....................................114
SECTION 11.03.  Election To Redeem; Notice to Trustee........................114
SECTION 11.04.  Securities To Be Redeemed Pro Rata...........................115
SECTION 11.05.  Notice of Redemption.........................................115
SECTION 11.06.  Deposit of Redemption Price..................................116
SECTION 11.07.  Securities Payable on Redemption Date........................116
SECTION 11.08.  Securities Redeemed in Part..................................117

                                   ARTICLE XII

                             Discharge of Indenture

SECTION 12.01.  Termination of Issuer's Obligations..........................117
SECTION 12.02.  Defeasance and Discharge of Indenture........................118
SECTION 12.03.  Defeasance of Certain Obligations............................121
SECTION 12.04.  Application of Trust Money...................................124
SECTION 12.05.  Repayment to Issuer..........................................124
SECTION 12.06.  Reinstatement................................................124
SECTION 12.07.  Insiders.....................................................124

TESTIMONIUM..................................................................125
SIGNATURES AND SEALS.........................................................125

ANNEX A -- Form of Regulation S Certificate
ANNEX B -- Form of Restricted Securities Certificate
ANNEX C -- Form of Unrestricted Securities Certificate

</TABLE>

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

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

                                      -xi-


<PAGE>

            INDENTURE, dated as of May 13, 1999, between RSL COMMUNICATIONS PLC,
a United Kingdom corporation, as issuer (the "Issuer"), having its principal
office at Victoria House, London Square, Guilford, Surrey, England GU1 1UJ, RSL
COMMUNICATIONS, LTD., a Bermuda corporation, as guarantor (the "Guarantor"),
having its principal office at Clarendon House, Church Street, Hamilton HM CX,
Bermuda, and THE CHASE MANHATTAN BANK, a corporation duly organized and existing
under the laws of the State of New York, as Trustee (herein called the
"Trustee").

                             RECITALS OF THE ISSUER

            The Issuer has duly authorized the creation of $175,000,000
aggregate principal amount at maturity of the Issuer's 9 7/8% Senior Notes due
2009 (the "Securities") of substantially the tenor and amount hereinafter set
forth, and to provide therefor the Issuer has duly authorized the execution and
delivery of this Indenture. The Securities may consist of Original Securities
and/or Exchange Securities, each as defined herein. The Original Securities and
the Exchange Securities shall rank pari passu with one another and shall
together constitute a single class of securities.

            All things necessary (i) to make the Securities, when executed by
the Issuer and authenticated and delivered hereunder and duly issued by the
Issuer, the valid obligations of the Issuer, (ii) to make the Securities
Guarantee, when executed and delivered by the Guarantor hereunder, the valid
obligation of the Guarantor, and (iii) to make this Indenture a valid agreement
of the Issuer and the Guarantor, in accordance with its terms, have been done.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


                                       -1-

<PAGE>

                                    ARTICLE I

                        Definitions and Other Provisions
                             of General Application

            SECTION 1.01.  Definitions.  For all purposes of this Indenture,
except as otherwise expressly provided or unless the context otherwise requires:

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

            (b) all other terms used herein which are defined in the Trust
      Indenture Act, either directly or by reference therein, have the meanings
      assigned to them therein;

            (c) all accounting terms not otherwise defined herein have the
      meanings assigned to them in accordance with generally accepted accounting
      principles (whether or not such is indicated herein) and, except as
      otherwise herein expressly provided, the term "generally accepted
      accounting principles" with respect to any computation required or
      permitted hereunder shall mean such accounting principles as are generally
      accepted as consistently applied by the Issuer or the Guarantor, as
      applicable, at the date hereof; and

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

            Certain terms, used principally in Article Six, are defined in that
Article.

            "Acquired Debt" means, with respect to any specified Person, (i)
Debt of any other Person existing at the time such Person merges with or into or
consolidates with or becomes a Subsidiary of such specified Person and (ii) Debt
secured by a Lien encumbering any asset acquired by such specified Person, which
Debt was not Incurred in anticipation of, and was outstanding prior to, such
merger, consolidation or acquisition.

            "Act", when used with respect to any Holder, has the meaning
specified in Section 1.04.


                                       -2-

<PAGE>

            "Additional Amounts" has the meaning specified in Section 10.09.

            "Affiliate" of any Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such Person. For the purposes of this definition, "control" when
used with respect to any Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

            "Agent Member" means any member of, or participant in, the
Depositary.

            "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such Security, Euroclear and Cedel,
in each case to the extent applicable to such transaction and as in effect from
time to time.

            "Asset Disposition" by any Person means any transfer, conveyance,
sale, lease or other disposition by such Person or any of its Subsidiaries
(including a consolidation or merger or other sale of any such Subsidiary with,
into or to another Person in a transaction in which such Subsidiary ceases to be
a Subsidiary of the specified Person, but excluding a disposition by a
Subsidiary of such Person to such Person or a Wholly Owned Subsidiary of such
Person or by such Person to a Wholly Owned Subsidiary of such Person or by a
Restricted Subsidiary to the Guarantor or a Restricted Subsidiary or by the
Guarantor to a Restricted Subsidiary) of (i) shares of Capital Stock or other
ownership interests of a Subsidiary of such Person; (ii) substantially all of
the assets of such Person or any of its Subsidiaries representing a division or
line of business (other than as part of a Permitted Investment); or (iii) other
assets or rights of such Person or any of its Subsidiaries outside of the
ordinary course of business, provided in the case of each of the preceding
clauses (i), (ii) and (iii) that the aggregate consideration for such transfer,
conveyance, sale, lease or other disposition is equal to $2.0 million or more in
any 12-month period.

            "Average Life" means, at any date of determination with respect to
any Debt, the quotient obtained by dividing (i) the sum of the products of (a)
the number of years from


                                       -3-

<PAGE>

such date of determination to the dates of each successive scheduled principal
payment of such Debt and (b) the amount of such principal payment by (ii) the
sum of all such principal payments.

            "beneficial interest" means an indirect beneficial interest in a
Global Security held through a corresponding Depositary Interest and shown on,
and transferred only through, records maintained in book-entry form by the
Depositary (with respect to the Participants) and their Participants.

            "Board of Directors" means either the board of directors of the
Guarantor or the Issuer, as applicable, or any duly authorized committee of that
board duly authorized to act with respect to this Indenture from time to time.

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

            "Book-Entry Depositary" means The Chase Manhattan Bank in its
capacity as book-entry depositary pursuant to the terms of the Deposit
Agreement, until a successor Book- Entry Depositary shall have become such
pursuant to the terms of the Deposit Agreement, and thereafter "Book-Entry
Depositary" shall mean such successor Book-Entry Depositary.

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

            "Capital Lease Obligation" of any Person means the obligation to pay
rent or other payment amounts under a lease of (or other Debt arrangements
conveying the right to use) real or personal property of such Person which is
required to be classified and accounted for as a capital lease or a liability on
the face of a balance sheet of such Person in accordance with generally accepted
accounting principles (a "Capital Lease"). The stated maturity of such
obligation shall be the date of the last payment of rent or any other amount due
under such lease prior to the first date upon which such lease may be terminated
by the lessee without payment of a penalty. The principal amount of such
obligation shall be the capitalized amount thereof that


                                       -4-

<PAGE>

would appear on the face of a balance sheet of such Person in accordance with
generally accepted accounting principles.

            "Capital Stock" of any Person means any and all shares, interests,
participations or other equivalents (however designated) of corporate stock or
other equity participations, including partnership interests, whether general or
limited, of such Person.

            "Cedel" means Cedel Bank, S.A. (or any successor securities
clearing agency).

            "Change of Control" has the meaning specified in Section 10.17.

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

            "Common Stock" of any Person means Capital Stock of such Person that
does not rank prior, as to the payment of dividends or as to the distribution of
assets upon any voluntary or involuntary liquidation, dissolution or winding up
of such Person, to shares of Capital Stock of any other class of such Person.

            "Consolidated Cash Flow Available for Fixed Charges" for any period
means the Consolidated Net Income of the Guarantor and its Restricted
Subsidiaries for such period increased by the sum of (i) Consolidated Interest
Expense of the Guarantor and its Restricted Subsidiaries for such period, plus
(ii) Consolidated Income Tax Expense of the Guarantor and its Restricted
Subsidiaries for such period, plus (iii) the consolidated depreciation and
amortization expense included in the income statement of the Guarantor and its
Restricted Subsidiaries for such period, plus (iv) any noncash expense related
to the issuance to employees of the Guarantor or any Restricted Subsidiary of
the Guarantor of options to purchase Capital Stock of the Guarantor or such
Restricted Subsidiary, plus (v) any charge related to any premium or penalty
paid in connection with redeeming or retiring any Debt prior to its stated
maturity; provided, however, that there shall be excluded therefrom the
Consolidated Cash Flow Available for Fixed Charges (if positive) of any
Restricted Subsidiary of the Guarantor (calculated separately for such
Restricted Subsidiary in the


                                       -5-

<PAGE>

same manner as provided above for the Guarantor) that is subject to a
restriction which prevents the payment of dividends or the making of
distributions to the Guarantor or another Restricted Subsidiary of the Guarantor
to the extent of such restriction.

            "Consolidated Income Tax Expense" for any period means the aggregate
amounts of the provisions for income taxes of the Guarantor and its Restricted
Subsidiaries for such period calculated on a consolidated basis in accordance
with generally accepted accounting principles.

            "Consolidated Interest Expense" means for any period the interest
expense included in a consolidated income statement (excluding interest income)
of the Guarantor and its Restricted Subsidiaries for such period in accordance
with generally accepted accounting principles, including without limitation or
duplication (or, to the extent not so included, with the addition of), (i) the
amortization of Debt discounts; (ii) any payments or fees with respect to
letters of credit, bankers' acceptances or similar facilities; (iii) fees with
respect to interest rate swap or similar agreements or foreign currency hedge,
exchange or similar agreements; (iv) Preferred Stock dividends of the Guarantor
and its Restricted Subsidiaries (other than dividends paid in shares of
Preferred Stock that is not Disqualified Stock) declared and paid or payable;
(v) accrued Disqualified Stock dividends of the Guarantor and its Restricted
Subsidiaries, whether or not declared or paid; (vi) interest on Debt guaranteed
by the Guarantor and its Restricted Subsidiaries (but only to the extent such
interest is actually paid by the Guarantor or a Restricted Subsidiary); and
(vii) the portion of any Capital Lease Obligation paid during such period that
is allocable to interest expense; excluding, however, any premiums, fees and
expenses (and any amortization thereof) payable in connection with the offerings
of the Securities; all of the foregoing as determined on a consolidated basis
(without taking into account Unrestricted Subsidiaries) in conformity with
generally accepted accounting principles.

            "Consolidated Net Income" for any period means the net income (or
loss) of the Guarantor and its Restricted Subsidiaries for such period
determined on a consolidated basis in accordance with generally accepted
accounting principles; provided that there shall be excluded therefrom (a) the
net income (or loss) of any Person acquired by the Guarantor or a Restricted
Subsidiary of the Guarantor in a pooling-of-interests transaction for any period
prior to the date of such transaction, (b) the net income (or loss) of


                                       -6-

<PAGE>

any Person that is not a Restricted Subsidiary of the Guarantor except to the
extent of the amount of dividends or other distributions actually paid to the
Guarantor or a Restricted Subsidiary of the Guarantor by such Person during such
period, (c) gains or losses on Asset Dispositions by the Guarantor or its
Restricted Subsidiaries, (d) all extraordinary gains and extraordinary losses,
determined in accordance with generally accepted accounting principles, (e) the
cumulative effect of changes in accounting principles, (f) noncash gains or
losses resulting from fluctuations in currency exchange rates and (g) the tax
effect of any of the items described in clauses (a) through (f) above.

            "Consolidated Net Worth" of any Person means the stockholders'
equity of such Person, determined on a consolidated basis in accordance with
generally accepted accounting principles, less amounts attributable to
Disqualified Stock of such Person.

            "Consolidated Tangible Assets" of any Person 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 such Person and its 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.

            "Corporate Trust Office" means the principal office of the Trustee
in the Borough of Manhattan, The City of New York, New York, at which at any
particular time its corporate trust business shall be administered, which at the
date hereof is located at 450 West 33rd Street, New York, NY 10001-2697.

            "corporation" means a corporation, association, company, limited
liability company, joint-stock company or business trust.

            "Credit Facility" means credit agreements, vendor financings or
other facilities or arrangements made available from time to time to the
Guarantor and its Restricted Subsidiaries by banks, other financial institutions
and/or equipment manufacturers for the Incurrence of Debt, including the private
or public issuance of debt securities or the provision of letters of credit and
any related notes, Guarantees, collateral documents,


                                       -7-

<PAGE>



instruments and agreements executed in connection therewith, as the same may be
amended, supplemented, modified or restated from time to time.

            "Debt" means (without duplication), with respect to any Person,
whether recourse is to all or a portion of the assets of such Person and whether
or not contingent, the amount of (i) every obligation of such Person for money
borrowed, (ii) every obligation of such Person evidenced by bonds, debentures,
notes or other similar instruments, including obligations Incurred in connection
with the acquisition of property, assets or businesses, (iii) every
reimbursement obligation of such Person with respect to letters of credit,
bankers' acceptances or similar facilities issued for the account of such
Person, (iv) every obligation of such Person issued or assumed as the deferred
purchase price of property or services (including securities repurchase
agreements but excluding trade accounts payable or accrued liabilities arising
in the ordinary course of business which are not overdue or which are being
contested in good faith), (v) every Capital Lease Obligation of such Person,
(vi) all Receivables Sales of such Person, together with any obligation of such
Person to pay any discount, interest, fees, indemnities, penalties, recourse,
expenses or other amounts in connection therewith, (vii) all obligations to
redeem Disqualified Stock issued by such Person, (viii) every obligation under
Interest Rate and Currency Protection Agreements of such Person and (ix) every
obligation of the type referred to in clauses (i) through (viii) of another
Person and all dividends of another Person the payment of which, in either case,
such Person has Guaranteed to the extent the same is Guaranteed by such Person.
The "amount" or "principal amount" of Debt at any time of determination as used
herein represented by (a) any Debt issued at a price that is less than the
principal amount at maturity thereof, shall be the amount of the liability in
respect thereof determined in accordance with generally accepted accounting
principles, (b) any Receivables Sale shall be the amount of the unrecovered
capital or principal investment of the purchaser (other than the Guarantor or a
Wholly Owned Restricted Subsidiary of the Guarantor) thereof to the extent such
Person is liable therefor, excluding amounts representative of yield or interest
earned on such investment or (c) any Disqualified Stock shall be the maximum
fixed redemption or repurchase price in respect thereof.

            "Defaulted Interest" has the meaning specified in Section 3.07.


                                       -8-

<PAGE>

            "Definitive Security" means a certificated Security registered in
the name of the Holder thereof and issued in accordance with Section 3.05(d)
hereof.

            "Deposit Agreement" means the Note Deposit Agreement, dated as of
the date hereof, between the Issuer and The Chase Manhattan Bank, as Book-Entry
Depositary with respect to the Global Securities, as amended from time to time
in accordance with the terms thereof.

            "Depositary" means, with respect to the Securities issuable or
issued in whole or in part in the form of one or more Global Securities, The
Depository Trust Company for so long as it shall be a clearing agency registered
under the Exchange Act, or such successor as the Issuer shall designate from
time to time in an Officers' Certificate delivered to the Trustee.

            "Depositary Interest" means a certificateless depositary interest
representing a 100% beneficial interest in a Global Security.

            "Disqualified Stock" of any Person means any Capital Stock of such
Person which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or is redeemable at the option of such Person, any
Subsidiary of such Person or the holder thereof, in whole or in part, on or
prior to the final Stated Maturity of the Securities; provided, however, that
any Preferred Stock which would not constitute Disqualified Stock but for
provisions thereof giving holders thereof the right to require such Person to
repurchase or redeem such Preferred Stock upon the occurrence of a Change of
Control occurring prior to the final maturity of the Securities shall not
constitute Disqualified Stock if the change of control provisions applicable to
such Preferred Stock are no more favorable to the holders of such Preferred
Stock than the provisions applicable to the Securities contained in Section
10.17 and such Preferred Stock specifically provides that such Person will not
repurchase or redeem any such stock pursuant to such provisions prior to such
Person's repurchase of such Securities as are required to be repurchased
pursuant to Section 10.17.

            "Eligible Institution" means a commercial banking institution that
has combined capital and surplus of not less than $500 million or its equivalent
in foreign currency, whose debt is rated "A" (or higher) according to


                                       -9-

<PAGE>

Standard & Poor's Ratings Service or Moody's Investors Service, Inc. at the
time as of which any investment or rollover therein is made.

            "Euroclear" means the Euroclear Clearance System
(or any successor securities clearing agency).

            "Event of Default" has the meaning set forth in
Section 5.01.

            "Exchange Act" means the Securities Exchange Act of 1934, as amended
(or any successor act), and the rules and regulations thereunder.

            "Exchange and Registration Rights Agreement" means the Exchange and
Registration Rights Agreement, dated as of May 13, 1999 among the Issuer, the
Guarantor and the Initial Purchaser and the Holders from time to time as
provided therein, as such agreement may be amended from time to time.

            "Exchange Offer" has the meaning set forth in the
form of the Securities contained in Section 2.02.

            "Exchange Offer Registration Statement" has the meaning set forth in
the form of the Securities contained in Section 2.02.

            "Exchange Security" means any Security issued in exchange for an
Original Security or Original Securities pursuant to the Exchange Offer or
otherwise registered under the Securities Act and any Security with respect to
which the next preceding Predecessor Security of such Security was an Exchange
Security.

            "Existing Stockholders" means (A) R.S. Lauder, Gaspar & Co., L.P.,
("LGC"), (B) partners in LGC and Lauder Gaspar Ventures LLC and their
Affiliates, in each case as of the Closing Date, (C) Itzhak Fisher, Ronald S.
Lauder, Leonard Lauder, Jacob Z. Schuster, Nir Tarlovsky, Nesim N. Bildirici,
Andrew Gaspar and Eugene Sekulow, (D) family members of any of the foregoing,
(E) trusts, the only beneficiaries of which are persons or entities described in
clauses (A) through (D) above and (F) partnerships which are controlled by the
persons or entities described in clauses (A) through (D) above.

            "Expiration Date" has the meaning specified in the
definition of "Offer to Purchase".


                                      -10-

<PAGE>

            "Global Security" means the security or securities issued initially
in bearer form that evidences all or part of the Securities and bears the legend
set forth in Section 2.02.

            "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America for the payment of which guarantee
or obligations the full faith and credit of the United States is pledged and
which have a remaining weighted average life to maturity of not less than one
year from the date of Investment therein.

            "Guarantee" by any Person means any obligation, contingent or
otherwise, of such Person guaranteeing, or having the economic effect of
guaranteeing, any Debt of any other Person (the "primary obligor") in any
manner, whether directly or indirectly, and including, without limitation, any
obligation of such Person, (i) to purchase or pay (or advance or supply funds
for the purchase or payment of) such Debt or to purchase (or to advance or
supply funds for the purchase of) any security for the payment of such Debt,
(ii) to purchase property, securities or services for the purpose of assuring
the holder of such Debt of the payment of such Debt, or (iii) to maintain
working capital, equity capital or other financial statement condition or
liquidity of the primary obligor so as to enable the primary obligor to pay such
Debt (and "Guaranteed" and "Guaranteeing" shall have meanings correlative to the
foregoing); provided, however, that the Guarantee by any Person shall not
include endorsements by such Person for collection or deposit, in either case,
in the ordinary course of business.

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

            "Holder" means a Person (i) who is the bearer of a Global Security
(which shall initially be the Book-Entry Depositary) or (ii) in whose name a
Definitive Security is registered in the Security Register.

            "Incremental Paid-in Capital" means as of any date the cumulative
aggregate amount of the increase in paid-in capital (determined in accordance
with generally accepted accounting principles applied on a consistent basis)
since September 30, 1997, as determined based on the most recent unaudited
quarterly or audited annual financial statements


                                      -11-

<PAGE>

of the Guarantor and its consolidated subsidiaries filed with the Commission, as
compared with the Guarantor's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997.

            "Incur" means, with respect to any Debt or other obligation of any
Person, to create, issue, incur (by conversion, exchange or otherwise), assume,
enter into a Guarantee in respect of or otherwise become liable in respect of
such Debt or other obligation including by acquisition of Subsidiaries or the
recording, as required pursuant to generally accepted accounting principles or
otherwise, of any such Debt or other obligation on the balance sheet of such
Person (and "Incurrence", "Incurred", "Incurrable" and "Incurring" shall have
meanings correlative to the foregoing); provided, however, that a change in
generally accepted accounting principles that results in an obligation of such
Person that exists at such time becoming Debt shall not be deemed an Incurrence
of such Debt and that neither the accrual of interest nor the accretion of
original issue discount shall be deemed an Incurrence of Debt.

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

            "Indirect Participant" means a Person who holds an interest through
a Participant in a Depositary Interest issued by the Book-Entry Depositary to
the Depositary.

            "Initial Purchaser" means Goldman, Sachs & Co.

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

            "Interest Rate or Currency Protection Agreement" of any Person means
any forward contract, futures contract, swap, option or other financial
agreement or arrangement (including, without limitation, caps, floors, collars
and similar agreements) relating to, or the value of which is dependent upon,
interest rates or currency exchange rates or indices.

            "Investment" by any Person means any direct or indirect loan,
advance or other extension of credit or capital contribution (by means of
transfers of cash or other property to others or payments for property or
services for the account or use of others, or otherwise), to, or purchase


                                      -12-

<PAGE>

or acquisition of Capital Stock, bonds, notes, debentures or other securities or
evidence of Debt issued by, any other Person, including any payment on a
Guarantee of any obligation of such other Person, but excluding any loan,
advance or extension of credit to an employee of the Guarantor or any of its
Subsidiaries in the ordinary course of business and commercially reasonable
extensions of trade credit. Without limiting the foregoing, the term
"Investment" shall include (i) the designation of a Restricted Subsidiary as an
Unrestricted Subsidiary and (ii) the fair market value of the Capital Stock (or
any other Investment), held by the Guarantor or any of its Restricted
Subsidiaries, of (or in) any Person that has ceased to be a Restricted
Subsidiary. For purposes of the definition of "Unrestricted Subsidiary" and
Section 10.10, (i) "Investment" shall include the fair market value of the
assets (net of liabilities (other than liabilities to the Guarantor or any of
its Restricted Subsidiaries)) of any Restricted Subsidiary at the time that such
Restricted Subsidiary is designated an Unrestricted Subsidiary, (ii) the fair
market value of the assets (net of liabilities (other than liabilities to the
Guarantor or any of its Restricted Subsidiaries)) of any Unrestricted Subsidiary
at the time that such Unrestricted Subsidiary is designated a Restricted
Subsidiary shall be considered a reduction in outstanding Investments and (iii)
any property transferred to or from an Unrestricted Subsidiary shall be valued
at its fair market value at the time of such transfer. Notwithstanding the
foregoing, an acquisition of assets (including, without limitation, Capital
Stock or rights to acquire Capital Stock) by the Guarantor or any of its
Restricted Subsidiaries shall be deemed not to be an Investment to the extent
that the consideration therefor consists of Common Stock of the Guarantor.

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

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

            "Lien" means, with respect to any property or
assets, any mortgage or deed of trust, pledge,


                                      -13-

<PAGE>

hypothecation, assignment, Receivables Sale, deposit arrangement, security
interest, lien, charge, easement (other than any easement not materially
impairing usefulness), encumbrance, preference, priority or other security
agreement or preferential arrangement of any kind or nature whatsoever on or
with respect to such property or assets (including, without limitation, any
conditional sale or other title retention agreement having substantially the
same economic effect as any of the foregoing).

            "Listing Failure" has the meaning specified in Section 10.09.

            "Marketable Securities" means: (i) Government Securities; (ii) any
certificate of deposit maturing not more than 270 days after the date of
acquisition issued by, or time deposit of, an Eligible Institution; (iii)
commercial paper maturing not more than 270 days after the date of acquisition
issued by a corporation (other than an Affiliate of the Guarantor) with a
rating, at the time as of which any investment therein is made, of "A-1" (or
higher) according to Standard & Poor's Ratings Service or "P-1" (or higher)
according to Moody's Investor Service, Inc.; (iv) any banker's acceptances or
money market deposit accounts issued or offered by an Eligible Institution; (v)
time deposits, certificates of deposit, bank promissory notes and bankers'
acceptances maturing not more than 180 days after the acquisition thereof and
guaranteed or issued by any of the ten largest banks (based on assets as of the
immediately preceding December 31), organized under the laws of any jurisdiction
in which one of the Restricted Subsidiaries does business or any foreign country
recognized by the United States and which are not under intervention, bankruptcy
or similar proceeding, not to exceed $10 million outstanding at any one term;
and (vi) any fund investing exclusively in investments of the types described in
clauses (i) through (iv) above.

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

            "Net Available Proceeds" from any Asset Disposition by any Person
means cash or readily marketable cash equivalents received (including amounts
received by way of sale or discounting of any note, installment receivable or
other receivable, but excluding any other consideration received in the form of
assumption by the acquiror of Debt


                                      -14-

<PAGE>

or other obligations relating to such properties or assets) therefrom by such
Person, net of (i) all legal, title and recording tax expenses, commissions and
other fees and expenses Incurred and all Federal, state, provincial, foreign and
local taxes required to be accrued as a liability as a consequence of such Asset
Disposition, (ii) all payments made by such Person or its Subsidiaries on any
Debt which is secured by such assets in accordance with the terms of any Lien
upon or with respect to such assets or which must by the terms of such Lien, or
in order to obtain a necessary consent to such Asset Disposition or by
applicable law, be repaid out of the proceeds from such Asset Disposition, (iii)
all distributions and other payments made to minority interest holders in
Subsidiaries of such Person as a result of such Asset Disposition and (iv)
appropriate amounts to be provided by such Person or any Subsidiary thereof, as
the case may be, as a reserve in accordance with generally accepted accounting
principles against any liabilities associated with such assets and retained by
such Person or any Subsidiary thereof, as the case may be, after such Asset
Disposition, including, without limitation, liabilities under any
indemnification obligations and severance and other employee termination costs
associated with such Asset Disposition, in each case as determined by the board
of directors of such Person, in its reasonable good faith judgment; provided,
however, that any reduction in such reserve within 12 months following the
consummation of such Asset Disposition will be treated for all purposes of the
Indenture and the Securities as a new Asset Disposition at the time of such
reduction with Net Available Proceeds equal to the amount of such reduction.

            "Offer to Purchase" means a written offer (the "Offer") sent by or
on behalf of the Issuer by first class mail, postage prepaid, to each Holder of
Securities at his address appearing in the related Security Register on the date
of the Offer offering to purchase up to the principal amount of Securities
specified in such Offer at the purchase price specified in such Offer (as
determined pursuant to this Indenture). Unless otherwise required by applicable
law, the Offer shall specify an expiration date (the "Expiration Date") of the
Offer to Purchase which shall be, subject to any contrary requirements of
applicable law, not less than 30 days or more than 60 days after the date of
such Offer and a settlement date (the "Purchase Date") for purchase of
Securities within five Business Days after the Expiration Date. The Issuer shall
notify in writing the Trustee at least 15 Business Days (or such shorter period
as is acceptable to the Trustee) prior to the mailing of the Offer of the
Issuer's obligation to make an Offer to


                                      -15-

<PAGE>

Purchase, and the Offer shall be mailed by the Issuer or, at the Issuer's
request, by the Trustee in the name and at the expense of the Issuer. The Offer
shall contain information concerning the business of the Guarantor and its
Subsidiaries which the Guarantor and Issuer in good faith believe will enable
such Holders to make an informed decision with respect to the Offer to Purchase
(which at a minimum will include (i) the most recent annual and quarterly
financial statements and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" contained in the documents required to be
filed with the Trustee pursuant to this Indenture (which requirements may be
satisfied by delivery of such documents together with the Offer), (ii) a
description of material developments in the Guarantor's business subsequent to
the date of the latest of such financial statements referred to in clause (i)
(including a description of the events requiring the Issuer to make the Offer to
Purchase), (iii) if applicable, appropriate pro forma financial information
concerning the Offer to Purchase and the events requiring the Issuer to make the
Offer to Purchase and (iv) any other information required by applicable law to
be included therein). The Offer shall contain all instructions and materials
necessary to enable such Holders to tender Securities pursuant to the Offer to
Purchase. The Offer shall also state:

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

            (b) the Expiration Date and the Purchase Date;

            (c) the aggregate principal amount at maturity of the Outstanding
      Securities offered to be purchased by the Issuer pursuant to the Offer to
      Purchase (including, if less than 100%, the manner by which such has been
      determined pursuant to the Section hereof requiring the Offer to Purchase)
      (the "Purchase Amount");

            (d) the purchase price to be paid by the Issuer for each $1,000
      aggregate principal amount at maturity of Securities accepted for payment
      (as specified pursuant to the Indenture) (the "Purchase Price");

            (e) that the Holder may tender all or any portion of the Securities
      registered in the name of such Holder and that any portion of a Security
      tendered must be tendered in an integral multiple of $1,000 principal
      amount at maturity;


                                      -16-

<PAGE>

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

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

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

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

            (j) that Holders will be entitled to withdraw all or any portion of
      Securities tendered if the Issuer (or their Paying Agent) receives, not
      later than the close of business on the Expiration Date, a telegram,
      telex, facsimile transmission or letter setting forth the name of the
      Holder, the principal amount at maturity of the Security the Holder
      tendered, the certificate number of the Security the Holder tendered and a
      statement that such Holder is withdrawing all or a portion of his tender;

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


                                      -17-

<PAGE>

            (l) that in the case of any Holder whose Security is purchased only
      in part, the Issuer shall execute, and the Trustee shall authenticate and
      deliver to the Holder of such Security without service charge, a new
      Security or Securities, of any authorized denomination as requested by
      such Holder, in an aggregate principal amount at maturity equal to and in
      exchange for the unpurchased portion of the Security so tendered.

Any Offer to Purchase shall be governed by and effected in accordance with the
Offer for such Offer to Purchase.

            "Officers' Certificate" means a certificate signed by the Chairman
of the Board, a Vice Chairman of the Board, the President or a Vice President,
and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Guarantor or the Issuer, as applicable, and delivered to the
Trustee and containing the statements provided for in Section 1.02. One of the
officers signing an Officers' Certificate given pursuant to Section 10.19 shall
be the principal executive, financial or accounting officer of the Guarantor.

            "Opinion of Counsel" means a written opinion of legal counsel, who
may be counsel for the Guarantor or the Issuer, and who shall be acceptable to
the Trustee, and containing the statements provided for in Section 1.02.

            "Original Securities" means all Securities that are subject to an
Exchange and Registration Rights Agreement, other than Exchange Securities
issued in exchange therefore.

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

            (i)   Securities theretofore canceled by the Trustee or delivered
      to the Trustee for cancelation;

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


                                      -18-

<PAGE>

      to this Indenture or provision therefor satisfactory to the Trustee has
      been made;

          (iii)   Securities which have been paid pursuant to Section 3.06 or in
      exchange for or in lieu of which other Securities have been authenticated
      and delivered pursuant to this Indenture, other than any such Securities
      in respect of which there shall have been presented to the Trustee proof
      satisfactory to it that such Securities are held by a bona fide purchaser
      in whose hands such Securities are valid obligations of the Issuer; and

          (iv)    Securities held by the Issuer, the Guarantor or any of their
      respective Affiliates for purposes of determining the amount of Securities
      that remain Outstanding after a redemption pursuant to Section 11.01(a)
      and the related provision in such Securities;

provided, however, that in determining whether the Holders of the requisite
principal amount at maturity of the Outstanding Securities have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Securities owned by the Issuer or any other obligor upon the Securities or any
Affiliate of the Issuer or of such other obligor shall be disregarded and deemed
not to be Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Securities which the Trustee knows to be so
owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Issuer or any other obligor upon the
Securities or any Affiliate of the Issuer or of such other obligor.

            "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 Depositary, shall include Euroclear and
Cedel).

            "Paying Agent" means any Person authorized by the Issuer to pay the
principal of (and premium, if any) or interest on any Securities on behalf of
the Issuer.


                                      -19-

<PAGE>

            "Permitted Interest Rate or Currency Protection Agreement" of any
Person means any Interest Rate or Currency Protection Agreement entered into
with one or more financial institutions in the ordinary course of business that
is designed to protect such Person against fluctuations in interest rates or
currency exchange rates with respect to Debt Incurred and which shall have a
notional amount no greater than the payments due with respect to the Debt being
hedged thereby and not for purposes of speculation.

            "Permitted Investment" means (i) any Investment in the Guarantor or
a Restricted Subsidiary, (ii) any Investment in any Person as a result of which
such Person becomes a Restricted Subsidiary of the Guarantor or upon the making
of which such Person will be merged or consolidated with or into or transfer all
or substantially all of its assets to the Guarantor or a Restricted Subsidiary,
(iii) any Investment in Marketable Securities, (iv) securities or other
Investments received in settlement of debts created in the ordinary course of
business and owing to the Guarantor or any Restricted Subsidiary, or as a result
of foreclosure, perfection or enforcement of any Lien, or in satisfaction of
judgments, including in connection with any bankruptcy proceeding or other
reorganization of another Person, (v) securities or other Investments received
as consideration in sales or other dispositions of property or assets, including
Asset Dispositions made in compliance with Section 10.13 and (vi) other
Investments not in excess of $50 million in the aggregate at any time
outstanding.

            "Permitted Liens" means (a) Liens for taxes, assessments,
governmental charges or claims which are not yet delinquent or which are being
contested in good faith by appropriate proceedings, if a reserve or other
appropriate provision, if any, as shall be required in conformity with generally
accepted accounting principles shall have been made therefor; (b) other Liens
incidental to the conduct of the Guarantor's and its Restricted Subsidiaries'
business or the ownership of its property and assets not securing any Debt, and
which do not in the aggregate materially detract from the value of the
Guarantor's and its Restricted Subsidiaries' property or assets when taken as a
whole, or materially impair the use of such assets and property in the operation
of its business; (c) Liens with respect to assets of a Subsidiary granted by
such Subsidiary to the Guarantor to secure Debt owing to the Guarantor; (d)
pledges and deposits made in the ordinary course of business in connection with
workers' compensation, unemployment insurance and other types of statutory
obligations;


                                      -20-

<PAGE>

(e) deposits made to secure the performance of tenders, bids, leases, and other
obligations of like nature incurred in the ordinary course of business
(exclusive of obligations for the payment of borrowed money); (f) 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 interfere with the ordinary conduct of the business
of the Guarantor or its Restricted Subsidiaries; (g) Liens on Capital Stock of
Restricted Subsidiaries securing obligations not exceeding $75 million at any
time outstanding of the Guarantor or any Restricted Subsidiary to repurchase or
redeem shares of Capital Stock of such Restricted Subsidiary held by Persons who
are not Affiliates or Related Persons of the Guarantor; (h) Liens arising out of
judgments or awards against the Guarantor or any Restricted Subsidiary with
respect to which the Guarantor or such Restricted Subsidiary is prosecuting an
appeal or proceeding for review and the Guarantor or such Restricted Subsidiary
is maintaining adequate reserves in accordance with generally accepted
accounting principles; and (i) any interest or title of a lessor in the property
subject to any lease other than a Capital Lease.

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

            "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 3.06 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

            "Purchase Agreement" means the Purchase Agreement, dated May 6,
1999, between the Issuer, the Guarantor and the Initial Purchaser, as such
agreement may be amended from time to time.

            "Purchase Money Debt" means Debt of the Guarantor (including
Acquired Debt and Debt represented by Capital Lease Obligations, mortgage
financings and purchase money obligations) incurred for the purpose of financing
all or any part of the cost of construction, acquisition or improvement by the
Guarantor or any Restricted Subsidiary of


                                      -21-

<PAGE>

the Guarantor of any Telecommunications Assets of the Guarantor or any
Restricted Subsidiary of the Guarantor, and 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.

            "Readily marketable cash equivalents" means (i) marketable
securities issued or directly and unconditionally guaranteed by the United
States Government or issued by any agency thereof and backed by the full faith
and credit of the United States; (ii) marketable direct obligations issued by
any state of the United States of America or any political subdivision of any
such state or any public instrumentality thereof and, at the time of
acquisition, having the highest rating obtainable from either Standard & Poor's
Rating Service or Moody's Investors Service, Inc.; (iii) commercial paper
maturing no more than 180 days from the date of acquisition thereof and, at the
time of acquisition, having a rating of at least A-1 from Standard & Poor's
Ratings Service or at least P-1 from Moody's Investors Service, Inc.; and (iv)
certificates of deposit or bankers' acceptance maturing within one year from the
date of acquisition thereof issued by any commercial bank organized under the
laws of the United States of America or any state thereof or the District of
Columbia having unimpaired capital and surplus of not less than $100,000,000.

            "Receivables" means receivables, chattel paper, instruments,
documents or intangibles evidencing or relating to the right to payment of
money.

            "Receivables Sale" of any Person means any sale of Receivables of
such Person (pursuant to a purchase facility or otherwise), other than in
connection with a disposition of the business operations of such Person relating
thereto or a disposition of defaulted Receivables for purpose of collection and
not as a financing arrangement.

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

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

            "Registered Securities" means Exchange Securities and all other
Securities sold or otherwise disposed of


                                      -22-


<PAGE>

pursuant to an effective registration statement under the Securities Act,
together with any respective Successor Securities.

            "Regular Record Date" for the interest payable on any Interest
Payment Date means May 1 and November 1 (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date.

            "Regulation S" means Regulation S under the Securities Act (or any
successor provision), as it may be amended from time to time.

            "Regulation S Certificate" means a certificate substantially in the
form set forth in Annex A.

            "Regulation S Global Security" has the meaning specified in
Section 2.01.

            "Regulation S Legend" means a legend substantially in the form of
the legend required in the form of Security set forth in Section 2.02 to be
placed upon each Regulation S Security.

            "Regulation S Securities" means all Securities sold pursuant to
Regulation S, which are required pursuant to Section 3.05(c) to bear a
Regulation S Legend. Such term includes the Regulation S Global Security.

            "Related Person" of any Person means any other Person directly or
indirectly owning (a) 5% or more of the outstanding Common Stock of such Person
(or, in the case of a Person that is not a corporation, 5% or more of the
outstanding equity interest in such Person) or (b) 5% or more of the combined
outstanding voting power of the Voting Stock of such Person, except that, for
purposes of Section 10.12, Related Person means any other Person directly or
indirectly owning 10% or more of the combined outstanding voting power of the
Voting Stock of such Person (or, in the case of a Person that is not a
corporation, 10% or more of the outstanding equity interest in such Person).

            "Resale Registration Statement" has the meaning set forth in the
Form of the Securities contained in Section 2.02.

            "Responsible Officer", when used with respect to the Trustee, means
the chairman or any vice-chairman of the board of directors, the chairman or any
vice-chairman of the executive committee of the board of directors, the chairman


                                      -23-

<PAGE>

of the trust committee, the president, any vice president, the secretary, any
assistant secretary, the treasurer, any assistant treasurer, the cashier, any
assistant cashier, any trust officer or assistant trust officer, the controller
or any assistant controller 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.

            "Restricted Global Security" has the meaning specified in
Section 2.01.

            "Restricted Period" means the period of 41 consecutive days
beginning on and including the later of (i) the day on which Securities are
first offered to persons other than distributors (as defined in Regulation S) in
reliance on Regulation S and (ii) the original issuance date of the Securities.

            "Restricted Securities" means all Securities required pursuant to
Section 3.05(c) to bear any Restricted Securities Legend. Such term includes any
Restricted Global Security.

            "Restricted Securities Certificate" means a certificate
substantially in the form set forth in Annex B.

            "Restricted Securities Legend" means, collectively, the legends
substantially in the forms of the legends required in the form of Security set
forth in Section 2.02 to be placed upon each Restricted Security.

            "Restricted Subsidiary" means any Subsidiary of the Guarantor other
than an Unrestricted Subsidiary.

            "RSLNA" has the meaning specified in Section 1.14.

            "Rule 144A" means Rule 144A under the Securities Act (or any
successor provision), as it may be amended from time to time.

            "Rule 144A Securities" means all Securities sold pursuant to Rule
144A, which are required pursuant to Section 3.05(c) to bear a Restricted
Securities Legend. Such term includes the Restricted Global Security.

            "Securities" has the meaning specified in the first paragraph of
the recitals to this instrument.


                                      -24-

<PAGE>

            "Securities Act" means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time.

            "Securities Act Legend" means a Restricted Securities Legend or a
Regulation S Legend.

            "Securities Guarantee" means the Securities Guarantee issued by the
Guarantor in accordance with Article IV hereunder.

            "Security Register" and "Security Registrar" have the respective
meanings specified in Section 3.05.

            "Significant Subsidiary" means, at any date of determination, any
Restricted Subsidiary that, together with its Subsidiaries, (i) for the most
recent fiscal year of the Guarantor, accounted for more than 10% of the
consolidated revenues of the Guarantor and its Restricted Subsidiaries or (ii)
as of the end of such fiscal year, was the owner of more than 10% of the
consolidated assets of the Guarantor and its Restricted Subsidiaries, all as set
forth on the most recently available consolidated financial statements of the
Guarantor for such fiscal year.

            "Special Interest" has the meaning set forth in the form of Security
contained in Section 2.02. Unless the context otherwise requires, references
herein to "interest" on the Securities shall include Special Interest.

            "Special Record Date" for the payment of any Defaulted Interest
means a date fixed by the Trustee pursuant to Section 3.07.

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

            "Step-Down Date" has the meaning set forth in the form of the
Security contained in Section 2.02.

            "Step-Up" has the meaning set forth in the form of the Security
contained in Section 2.02.

            "Strategic Investor" means a corporation, partnership or other
entity engaged in the Telecommunications Business that has, or 80% or more of
the Voting Stock of which is owned by a Person that has, an


                                      -25-

<PAGE>

equity market capitalization or paid in capital, at the time of any Investment
by such corporation, partnership or other entity in a Restricted Subsidiary
pursuant to clause (iv)(2) of Section 10.14, in excess of $100 million.

            "Subordinated Debt" means Debt of the Guarantor or any Restricted
Subsidiary as to which the payment of principal of (and premium, if any) and
interest and other payment obligations in respect of such Debt shall be
subordinate to the prior payment in full of the Securities to at least the
following extent: (i) no payments of principal of (or premium, if any) or
interest on or otherwise due in respect of such Debt may be permitted for so
long as any default in the payment of principal (or premium, if any) or interest
on the Securities exists; (ii) in the event that any other default that with the
passing of time or the giving of notice, or both, would constitute an event of
default exists with respect to the Securities, upon written notice by 25% or
more in principal amount at maturity of the Securities to the Trustee, the
Trustee shall have the right to give notice to the Guarantor or such Restricted
Subsidiary and the holders of such Debt (or trustees or agents therefor) of a
payment blockage, and thereafter no payments of principal of (or premium, if
any) or interest on or otherwise due in respect of such Debt may be made for a
period of 179 days from the date of such notice; and (iii) such Debt may not (x)
provide for payments of principal of such Debt at the stated maturity thereof or
by way of a sinking fund applicable thereto or by way of any mandatory
redemption, defeasance, retirement or repurchase thereof by the Guarantor or
such Restricted Subsidiary (including any redemption, retirement or repurchase
which is contingent upon events or circumstances, but excluding any retirement
required by virtue of acceleration of such Debt upon an event of default
thereunder), in each case prior to the final Stated Maturity of the Securities
or (y) permit redemption or other retirement (including pursuant to an offer to
purchase made by the Guarantor or such Restricted Subsidiary) of such other Debt
at the option of the holder thereof prior to the final Stated Maturity of the
Securities, other than a redemption or other retirement at the option of the
holder of such Debt (including pursuant to an offer to purchase made by the
Guarantor or such Restricted Subsidiary) which is conditioned upon a change of
control of the Guarantor pursuant to provisions substantially similar to those
described under Section 10.17 (and which shall provide that such Debt will not
be repurchased pursuant to such provisions prior to the Guarantor's or such
Restricted Subsidiary's repurchase of


                                      -26-


<PAGE>

the Securities required to be repurchased pursuant to the provisions described
under Section 10.17).

            "Subsidiary" of any Person means (i) a corporation more than 50% of
the combined voting power of the outstanding Voting Stock, of which is owned,
directly or indirectly, by such Person or by one or more other Subsidiaries of
such Person or by such Person and one or more Subsidiaries thereof or (ii) any
other Person (other than a corporation) in which such Person, or one or more
other Subsidiaries of such Person or such Person and one or more other
Subsidiaries thereof, directly or indirectly, has at least a majority ownership
and power to direct the policies, management and affairs thereof. An 80% or more
owned Subsidiary of the Guarantor is (i) a corporation 80% or more of the
combined voting power of the outstanding Voting Stock, and more than 80% of the
Capital Stock or other ownership interests, of which is owned, directly or
indirectly, by the Guarantor or by one or more other Subsidiaries of the
Guarantor or by the Guarantor and one or more Subsidiaries thereof or (ii) any
other Person (other than a corporation) in which the Guarantor, or one or more
other Subsidiaries of the Guarantor or the Guarantor and one or more other
Subsidiaries of the Guarantor, directly or indirectly, has at least an 80%
ownership interest and power to direct the policies, management and affairs
thereof.

            "Subsidiary Guarantor" means a Subsidiary of the Guarantor that has
unconditionally guaranteed, by supplemental indenture substantially similar in
form to Article IV hereof and otherwise satisfactory to the Trustee, the payment
in full of the principal of (and premium, if any) and interest on the
Securities.

            "Substitute Securities" has the meaning specified in Section 3.01.

            "Successor Security" of any particular Security means every Security
issued after, and evidencing all or a portion of the same debt as that evidenced
by, such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 3.06 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

            "Tax" means any tax, duty, levy, impost, assessment or other
governmental charge (including


                                      -27-

<PAGE>

penalties, interest and any other liabilities related thereto).

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

            "Telecommunications Assets" means all assets, rights (contractual or
otherwise) and properties, whether tangible or intangible, used or intended for
use in connection with a Telecommunications Business, including a majority of
the Voting Stock of a Person engaged in the Telecommunications Business.

            "Telecommunications Business" means the business of (i)
transmitting, or providing services relating to the transmission of, voice,
video or data through owned or leased transmission facilities, (ii) creating,
developing or marketing communications related network equipment, software and
other devices for use in a Telecommunications Business or (iii) evaluating,
participating or pursuing any other activity or opportunity that is primarily
related to those identified in (i) or (ii) above; provided that the
determination of what constitutes a Telecommunications Business shall be made in
good faith by the Board of Directors of the Guarantor.

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

            "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed; provided, however,
that in the event the Trust Indenture Act of 1939 is amended after such date,
"Trust Indenture Act" means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.

            "Unrestricted Securities Certificate" means a certificate
substantially in the form set forth in Annex C.

            "Unrestricted Subsidiary" means (i) any Subsidiary of the Guarantor
that at the time of determination shall be designated an Unrestricted Subsidiary
of the Guarantor by the Board of Directors in the manner provided below and (ii)
any Subsidiary of an Unrestricted Subsidiary. The


                                      -28-

<PAGE>

Board of Directors may designate any Restricted Subsidiary (including any newly
acquired or newly formed Subsidiary of the Guarantor) to be an Unrestricted
Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds
any Lien on any property of, the Guarantor or any Restricted Subsidiary;
provided that (A) any Guarantee by the Guarantor or any Restricted Subsidiary of
any Debt of the Subsidiary being so designated shall be deemed an "Incurrence"
of such Debt and an "Investment" by the Guarantor or such Restricted Subsidiary
(or both, if applicable) at the time of such designation, in each case, to the
extent such Debt is so Guaranteed by the Guarantor or such Restricted
Subsidiary; (B) either (I) the Subsidiary to be so designated has total assets
of $1,000 or less or (II) if such Subsidiary has assets greater than $1,000,
such designation would be permitted under Section 10.10 and (C) if applicable,
the Incurrence of Debt and the Investment referred to in clause (A) of this
proviso would be permitted under Sections 10.08 and 10.10. The Board of
Directors may designate any Unrestricted Subsidiary to be a Restricted
Subsidiary; provided that immediately after giving effect to such designation
(x) the Guarantor could Incur $1.00 of additional Debt under the first paragraph
of Section 10.08 and (y) no Default or Event of Default shall have occurred and
be continuing. Any such designation by the Board of Directors shall be evidenced
to the Trustee by promptly filing with the Trustee a copy of the Board
Resolution giving effect to such designation and an Officers' Certificate
certifying that such designation complied with the foregoing provisions.

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

            "Voting Stock" of any Person means Capital Stock of such Person
which ordinarily has voting power for the election of directors (or persons
performing similar functions) of such Person, whether at all times or only so
long as no senior class of securities has such voting power by reason of any
contingency.

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


                                      -29-

<PAGE>

            SECTION 1.02. Compliance Certificates and Opinions. Upon any
application or request by the Issuer to the Trustee to take any action under any
provision of this Indenture, the Issuer and Guarantor shall furnish to the
Trustee such certificates and opinions as may be required under the Trust
Indenture Act and under this Indenture. Each such certificate or opinion shall
be given in the form of an Officers' Certificate, if to be given by an officer
of the Issuer or the Guarantor, or an Opinion of Counsel, if to be given by
counsel, and shall comply with the requirements of the Trust Indenture Act and
any other requirement set forth in this Indenture.

            Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

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

            (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;

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

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

            SECTION 1.03. Form of Documents Delivered to Trustee. In any case
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so
certified or covered by only one document, but one such Person may certify or
give an opinion with respect to some matters and one or more other such Persons
as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.

            Any certificate of an officer of the Issuer or Guarantor may be
based, insofar as it relates to legal


                                      -30-

<PAGE>

matters, upon an opinion of counsel submitted therewith, unless such officer
knows, or in the exercise of reasonable care should know, that the opinion with
respect to the matters upon which his certificate is based is erroneous. Any
opinion of counsel may be based, insofar as it relates to factual matters, upon
a certificate of an officer or officers of the Issuer or Guarantor submitted
therewith stating the information on which counsel is relying, unless such
counsel knows, or in the exercise of reasonable care should know, that the
certificate with respect to such matters is erroneous.

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

            SECTION 1.04. Acts of Holders; Record Dates. Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such Holders
in person or by agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Issuer or the Guarantor. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes referred
to as the "Act" of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and (subject to Section 6.01)
conclusive in favor of the Trustee and the Issuer and Guarantor, if made in the
manner provided in this Section.

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


                                      -31-

<PAGE>

proved in any other manner which the Trustee deems sufficient.

            The ownership of Securities shall be proved by the Security
Register.

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

            The Issuer may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to give, make or take
any request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given, made or taken by
Holders of Securities; provided that the Issuer may not set a record date for,
and the provisions of this paragraph shall not apply with respect to, the giving
or making of any notice, declaration, request or direction referred to in the
next paragraph. If not set by the Issuer prior to the first solicitation of a
Holder made by any Person in respect of any such matter referred to in the
foregoing sentence, the record date for any such matter shall be the 30th day
(or, if later, the date of the most recent list of Holders required to be
provided pursuant to Section 7.01) prior to such first solicitation. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities on such record date, and no other Holders, shall be entitled to take
the relevant action, whether or not such Holders remain Holders after such
record date; provided that no such action shall be effective hereunder unless
taken on or prior to the applicable Expiration Date by Holders of the requisite
principal amount at maturity of Outstanding Securities on such record date.
Nothing in this paragraph shall be construed to prevent the Issuer from setting
a new record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be canceled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount at maturity of
Outstanding Securities on the date such action is taken. Promptly after any
record date is set pursuant to this paragraph, the


                                      -32-

<PAGE>

Issuer, at its own expense, shall cause notice of such record date, the proposed
action by Holders and the applicable Expiration Date to be given to the Trustee
in writing and to each Holder of Securities in the manner set forth in Section
1.06.

            The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to join in the giving
or making of (i) any Notice of Default, (ii) any declaration of acceleration
referred to in Section 5.02, (iii) any request to institute proceedings referred
to in Section 5.07(2) or (iv) any direction referred to in Section 5.12. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities on such record date, and no other Holders, shall be entitled to join
in such notice, declaration, request or direction, whether or not such Holders
remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount at maturity of Outstanding
Securities on such record date. Nothing in this paragraph shall be construed to
prevent the Trustee from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be canceled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite principal
amount at maturity of Outstanding Securities on the date such action is taken.
Promptly after any record date is set pursuant to this paragraph, the Trustee,
at the Issuer's expense, shall cause notice of such record date, the proposed
action by Holders and the applicable Expiration Date to be given to the Issuer
in writing and to each Holder of Securities in the manner set forth in Section
1.06.

            With respect to any record date set pursuant to this Section, the
party hereto which sets such record dates may designate any day as the
"Expiration Date" and from time to time may change the Expiration Date to any
earlier or later day; provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party hereto in
writing, and to each Holder of Securities in the manner set forth in Section
1.06, on or prior to the existing Expiration Date. If an Expiration Date is not
designated with respect to any record date set pursuant to this Section, the
party hereto which set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with


                                      -33-

<PAGE>

respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.

            Without limiting the foregoing, a Holder entitled hereunder to take
any action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by one or
more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount.

            SECTION 1.05. Notices, Etc., to Trustee, Issuer and Guarantor. Any
request, demand, authorization, direction, notice, consent, waiver or Act of
Holders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with,

            (1) the Trustee by any Holder or by the Issuer or the Guarantor
      shall be sufficient for every purpose hereunder if delivered in writing to
      a Responsible Officer of the Trustee at its Corporate Trust Office,
      Attention: Corporate Trust Administration, or

            (2) the Issuer or the Guarantor by the Trustee or by any Holder
      shall be sufficient for every purpose hereunder (unless otherwise herein
      expressly provided) if in writing and mailed, first-class postage prepaid,
      to the Issuer or the Guarantor as applicable, addressed to it, if prior to
      receipt by the Trustee of written notice pursuant to this Section 1.05 of
      a change of address, at the address of its principal office specified in
      the first paragraph of this instrument, or, if after receipt by the
      Trustee of written notice pursuant to this Section 1.05 of a change of
      address, at such other address as may be previously furnished in writing
      to the Trustee by the Issuer or the Guarantor, as applicable.

            SECTION 1.06. Notice to Holders; Waiver. Where this Indenture
provides for notice to Holders of any event, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at his
address as it appears in the Security Register, not later than the latest date
(if any), and not earlier than the earliest date (if any), prescribed for the
giving of such notice. In any case where notice to Holders is given by mail,
neither the failure to mail such notice,


                                      -34-

<PAGE>

nor any defect in any notice so mailed, to any particular Holder shall affect
the sufficiency of such notice with respect to other Holders. Where this
Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.

            In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

            SECTION 1.07. Application of Trust Indenture Act. The Trust
Indenture Act shall apply as a matter of contract to this Indenture for purposes
of interpretation, construction and defining the rights and obligations
hereunder. If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under such Act to be a
part of and govern this Indenture, the latter provision shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall be
deemed to apply to this Indenture as so modified or to be excluded, as the case
may be.

            SECTION 1.08. Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

            SECTION 1.09. Successors and Assigns. All covenants and agreements
in this Indenture by the Issuer shall bind its successors and assigns, whether
so expressed or not.

            SECTION 1.10. Separability Clause. In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

            SECTION 1.11.  Benefits of Indenture.  Nothing in this Indenture or
in the Securities, express or implied,


                                      -35-

<PAGE>

shall give to any Person, other than the parties hereto and their successors
hereunder and the Holders of Securities, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

            SECTION 1.12. Governing Law. This Indenture, the Securities and the
Securities Guarantee shall be governed by and construed in accordance with the
laws of the State of New York.

            SECTION 1.13. Legal Holidays. In any case where any Interest Payment
Date, Redemption Date, Purchase Date or Stated Maturity of any Security shall
not be a Business Day, then (notwithstanding any other provision of this
Indenture or of the Securities) payment of interest or principal (and premium,
if any) need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the Interest Payment
Date, Redemption Date, Purchase Date or at the Stated Maturity, provided that no
interest shall accrue for the period from and after such Interest Payment Date,
Redemption Date, Purchase Date or Stated Maturity, as the case may be.

            SECTION 1.14. Agent for Service; Submission to Jurisdiction; Waiver
of Immunities. By the execution and delivery of this Indenture, each of the
Issuer and the Guarantor (i) represents that it has designated and appointed RSL
Communications N. America, Inc. ("RSLNA"), as its authorized agent upon which
process may be served in any suit, action or proceeding arising out of or
relating to the Securities, the Securities Guarantee or this Indenture that may
be instituted in any Federal or state court in the State of New York, Borough of
Manhattan, or brought under Federal or state securities laws or brought by the
Trustee (whether in its individual capacity or in its capacity as Trustee
hereunder), and that RSLNA has accepted such designation, (ii) submits to the
non-exclusive jurisdiction of any such court in any such suit, action or
proceeding, (iii) agrees that service of process upon RSLNA and written notice
of said service to the Issuer or the Guarantor, as applicable, (mailed or
delivered to its President at its principal office as specified in Section 1.05)
shall be deemed in every respect effective service of process upon it in any
such suit or proceeding, and (iv) agrees to take any and all action, including
the execution and filing of any and all such documents and instruments as may be
necessary to continue such designation and appointment of RSLNA in full force
and effect so long as any of the Securities shall be Outstanding.


                                      -36-

<PAGE>

            To the extent that the Issuer or the Guarantor has or hereafter may
acquire any immunity from jurisdiction of any court or from any legal process
(whether through service of notice, attachment prior to judgment, attachment in
aid of execution, execution or otherwise) with respect to itself or its
property, each of the Issuer and the Guarantor hereby irrevocably waives such
immunity in respect of its obligations under this Indenture, the Securities
Guarantee and the Securities, to the extent permitted by law.

                                   ARTICLE II

                                 Security Forms

            SECTION 2.01. Forms Generally. The Securities and the Trustee's
certificates of authentication thereof shall be in substantially the forms set
forth in this Article, with such appropriate legends, insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution of the Securities.

            Upon their original issuance, Rule 144A Securities shall be issued
in the form of a Global Security in bearer form without interest coupons, which
shall be deposited on behalf of the Initial Purchaser with the Book-Entry
Depositary at its New York corporate trust office, duly executed by the Issuer
and authenticated by the Trustee as hereinafter provided. Such Global Security,
together with its Successor Securities which are Global Securities other than
the Regulation S Global Security, are collectively herein called the "Restricted
Global Security". Upon their original issuance, Regulation S Securities shall be
issued in the form of a Global Security in bearer form without interest coupons,
which shall be deposited on behalf of the Initial Purchaser with the Book-Entry
Depositary at its New York corporate trust office, duly executed by the Issuer
and authenticated by the Trustee as hereinafter provided. Such Global Security,
together with its Successor Securities which are Global Securities other than
the Restricted Global Security, are collectively herein called the "Regulation S
Global Security".


                                      -37-

<PAGE>

            Upon receipt of the Restricted Global Security and the Regulation S
Global Security authenticated and delivered by the Trustee, the Book-Entry
Depositary shall issue to the Depositary a Depositary Interest in each such
Global Security by recording the Depositary Interest in the register of the Book
Entry Depositary in the name of Cede & Co., as nominee of the Depositary.
Ownership of beneficial interests shall be limited to Participants, including
Euroclear and Cedel, and Indirect Participants. Upon the issuance of the
Depositary Interest in such Global Security to the Depositary, the Depositary
shall credit, on its internal book-entry registration and transfer system, its
Participant's accounts with respective interests owned by such Participants.

            Neither the Depositary nor its Participants shall have any rights
either under this Indenture or under any Global Security with respect to such
Global Security held on their behalf by the Book-Entry Depositary, and the Book-
Entry Depositary may be treated by the Issuer, the Trustee and any agent of the
Issuer or the Trustee as the absolute owner of such Global Security for the
purpose of receiving payment of or on account of the principal of (premium, if
any) and, subject to the provisions of this Indenture, interest on the Global
Security and for all other purposes. Notwithstanding the foregoing, nothing
herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the
Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Book-Entry Depositary or impair, as between the
Book-Entry Depositary and the Depositary and its Participants, the operation of
customary practices of such Depositary governing the exercise of the rights of
an owner of a beneficial interest in any Global Security.

            The definitive Securities shall be printed, lithographed or engraved
or produced by any combination of these methods on steel engraved borders or may
be produced in any other manner all as determined by the officers executing such
Securities, as evidenced by their execution of such Securities.

            SECTION 2.02.  Form of Face of Security.  [If a Global Security
issued in bearer form, then insert -- THIS SECURITY IS A GLOBAL SECURITY WITHIN
THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS HELD BY THE BOOK-
ENTRY DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) IN
CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF. THIS SECURITY IS NOT
EXCHANGEABLE IN WHOLE


                                      -38-

<PAGE>

OR IN PART OR TRANSFERABLE IN WHOLE OR IN PART EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]

            [If Restricted Securities, then insert -- THE SECURITIES EVIDENCED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON WHOM THE TRANSFEROR REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (2) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE), (4) TO AN INSTITUTION THAT IS AN ACCREDITED INVESTOR WITHIN THE
MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT (IF AVAILABLE), OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
LAWS.]

            [If a Regulation S Security, then insert -- THIS SECURITY HAS NOT
BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND
MAY NOT BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, ANY U.S. PERSON, UNLESS THIS SECURITY IS REGISTERED UNDER
THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF IS
AVAILABLE.]


                                      -39-

<PAGE>

                          9 7/8% SENIOR NOTES DUE 2009

[IF RESTRICTED GLOBAL SECURITY - CUSIP NO. 74972E AJ 7]
[IF REGULATION S GLOBAL SECURITY - CUSIP NO. G7703A AG 0;
ISIN NO. - USG7703A AA E58]

No. __________                                                  $_______________

            RSL Communications PLC, a United Kingdom corporation (herein called
the "Issuer", which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to [If this
Security is a Global Security issued in bearer form, then insert: the bearer
hereof] [If this Security is not a Global Security issued in bearer form, then
insert: _____________, or registered assigns], the principal sum of
______________ DOLLARS [if this Security is a Global Security, then insert:
(which principal amount may from time to time be increased or decreased to such
other principal amounts by adjustments made on the records of the Trustee
hereinafter referred to in accordance with the Indenture)] on November 15, 2009,
and to pay cash interest thereon from May 13, 1999 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on May 15 and November 15, in each year, at the rate of 9 7/8% per
annum on the principal amount at maturity, until the principal hereof is paid or
made available for payment; [If Original Securities, then insert: provided,
however, that if the Issuer has not filed a registration statement (the
"Exchange Offer Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), registering a security substantially identical
to this Security (except that such Security will not contain terms with respect
to the Special Interest payments described below or transfer restrictions)
pursuant to an exchange offer (the "Exchange Offer") (or, in lieu thereof, a
registration statement registering this Security for resale (a "Resale
Registration Statement")), and (i) the Exchange Offer has not been completed by
270 days after the date of the Indenture (if the Exchange Offer is then required
to be made pursuant to the Exchange and Registration Rights Agreement (the
"Exchange and Registration Rights Agreement"), by and between the Issuer, the
Guarantor, as defined in the Indenture, the Purchaser (as defined therein) and
the Holders from time to time of the Securities) or (ii) any Resale Registration
Statement required to be filed by the Exchange and Registration Rights Agreement
is filed and declared effective but shall thereafter cease to be effective
(except as specifically permitted therein) without being succeeded promptly by
an


                                      -40-

<PAGE>

additional registration statement filed and declared effective upon the terms
and conditions set forth in the Exchange and Registration Rights Agreement (each
such event referred to in clauses (i) and (ii), a "Registration Default"), then
interest will accrue (in addition to the stated interest on the Securities) (the
"Step-Up") at a rate of 0.5% per annum, determined daily, on the principal
amount at maturity of the Securities, from the period from and including the
date of occurrence of the Registration Default to but excluding such date (the
"Step-Down Date") as no Registration Default is in effect (commencing on which
date such interest rate will be restored to its initial rate). Interest accruing
as a result of the Step-Up is referred to herein as "Special Interest." Accrued
Special Interest, if any, shall be paid semi-annually on May 15 and November 15
in each year; and the amount of accrued Special Interest shall be determined on
the basis of the number of days actually elapsed. Any accrued and unpaid
interest (including Special Interest) on this Security upon the issuance of an
Exchange Security (as defined in the Indenture) in exchange for this Security
shall cease to be payable to the Holder hereof but such accrued and unpaid
interest (including Special Interest) shall be payable on the next Interest
Payment Date for such Exchange Security to the Holder thereof [if not a Global
Security in bearer form, insert: on the related Regular Record Date].] The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to [If this Security
is a Global Security issued in bearer form, then insert: the bearer hereof on
the Interest Payment Date] [If this Security is not a Global Security issued in
bearer form, then insert: the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be May 1 or November 1 (whether or
not a Business Day), as the case may be, next preceding such Interest Payment
Date]. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Interest Payment Date and
may either be paid to [If this Security is a Global Security issued in bearer
form, then insert: the bearer hereof on the Special Payment Date] [If this
Security is not a Global Security issued in bearer form, then insert: the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities not less than 10 days prior to such Special
Record Date,] or be paid at any time in any other lawful manner not inconsistent
with


                                      -41-

<PAGE>

the requirements of any securities exchange on which the Securities may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.

            Under certain circumstances described in the Indenture, the Issuer
(or the Guarantor) also shall pay Additional Amounts to the Holders of
Securities equal to an amount that the Issuer or Guarantor, as the case may be,
may be required to withhold or deduct for or on account of Taxes imposed by a
Taxing Authority within the United Kingdom or Bermuda, as the case may be, from
any payment made under or with respect to the Securities or the Securities
Guarantee.

            In the case of a default in payment of principal of and premium, if
any, on this Security upon acceleration or redemption, interest shall be payable
pursuant to the preceding paragraph on such overdue principal and premium, if
any, such interest shall be payable on demand and, if not so paid on demand,
such interest shall itself bear interest at the rate of 11 7/8% per annum (to
the extent that the payment of such interest shall be legally enforceable), and
shall accrue from the date of such demand for payment to the date payment of
such interest has been made or duly provided for, and such interest on unpaid
interest shall also be payable on demand.

            [If this Security is a Global Security issued in bearer form, then
insert: The Issuer will pay interest, if any, on this Security to the bearer of
this Security. The Holder of this Security must surrender this Security to the
Trustee to collect principal payments.] Payment of the principal of (and
premium, if any) and interest on this Security will be made at the corporate
trust office of the Trustee and at the office or agency of the Issuer maintained
for that purpose in the Borough of Manhattan, The City of New York, New York,
and at any other office or agency maintained by the Issuer for such purpose, 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; provided, however, that
at the option of the Issuer payment of interest may be made by check mailed to
the address of the Person entitled thereto as such address [If this Security is
a Global Security in bearer form, then insert: is specified by the bearer
hereof] [If this Security is a Definitive Security, then insert: shall appear in
the Security Register].

            Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which


                                      -42-

<PAGE>

further provisions shall for all purposes have the same effect as if set forth
at this place.

            Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

            IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed under its corporate seal.

Dated:

The Common Seal of
RSL COMMUNICATIONS PLC
was hereto affixed in
the presence of:

[SEAL]

                                    RSL COMMUNICATIONS PLC,

                                      by
                                          ----------------------
                                          Name:
                                          Title:

                                      by
                                          ----------------------
                                          Name:
                                          Title:


                                      -43-

<PAGE>

            SECTION 2.03. Form of Reverse of Security. This Security is one of a
duly authorized issue of Securities of the Issuer designated as its 9 7/8%
Senior Notes due 2009 (the "Securities") issued under an Indenture, dated as of
May 13, 1999 (herein called the "Indenture"), between the Issuer, RSL
Communications, Ltd., as the guarantor (the "Guarantor") and The Chase Manhattan
Bank, as trustee (herein called the "Trustee", which term includes any successor
trustee under the Indenture). Reference is hereby made to the Indenture and all
indentures supplemental thereto for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Issuer, the
Guarantor, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered.

            The Securities are subject to redemption upon not less than 30 nor
more than 60 days' notice by mail to each Holder of Securities to be redeemed at
such Holder's address appearing in the Security Register, in amounts of $1,000
or an integral multiple of $1,000, at any time on or after November 15, 2004 and
prior to maturity, as a whole or in part, at the election of the Issuer, at the
following Redemption Prices (expressed as percentages of the principal amount)
plus accrued interest to but excluding the Redemption Date (subject to the right
of Holders [If this Security is not a Global Security issued in bearer form,
insert: on the relevant Regular Record Date] to receive interest due on an
Interest Payment Date that is on or prior to the Redemption Date), if redeemed
during the 12-month period beginning November 15, of each of the years indicated
below:

                                           Redemption
                        Year                 Price
                        ----               ----------
                        2004                104.938%
                        2005                103.292%
                        2006                101.646%
                      2007 and              100.000%
                     thereafter

and thereafter at a Redemption Price equal to 100% of the principal amount,
together in the case of any such redemption with accrued interest to but
excluding the Redemption Date, but interest installments whose Stated Maturity
is on or prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more


                                      -44-

<PAGE>

Predecessor Securities [If this Security is not a Global Security issued in
bearer form, insert:, of record at the close of business on the relevant Record
Dates referred to on the face hereof,] all as provided in the Indenture.

            In addition, at any time prior to November 15, 2002, in the event
that the Guarantor receives net cash proceeds from the public or private sale of
its Common Stock (other than Disqualified Stock), the Issuer (to the extent it
receives such proceeds and has not used such proceeds, directly or indirectly,
to redeem or repurchase other securities pursuant to optional redemption
provisions) may, at its option, apply an amount equal to any such net cash
proceeds or any portion thereof to redeem, from time to time, Securities in a
principal amount at maturity of up to an aggregate amount equal to 33 1/3% of
the original aggregate principal amount at maturity of the Securities; provided,
however, that Securities in an amount equal to at least 66 2/3% of the aggregate
original principal amount at maturity of the Securities remain Outstanding after
each redemption. Each redemption must occur on a Redemption Date within 180 days
of the related sale and upon not less than 30 nor more than 60 days' notice by
mail to each Holder of Securities to be redeemed at such Holder's address
appearing in the Security Register, in amounts of $1,000 or an integral multiple
of $1,000 at a Redemption Price of 109.875% of the principal amount of the
Securities plus accrued interest to but excluding the Redemption Date.

            Furthermore, in the event that (i) the Guarantor or the Issuer has
become or would become obligated to pay any Additional Amounts as a result of
(x) changes affecting withholding tax laws or (y) a Listing Failure provided
that the Issuer has used reasonable best efforts to list and maintain a listing
of the Securities on a "recognized stock exchange" (within the meaning of
Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for
in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the
requirement to pay such Additional Amounts by taking reasonable measures
available to them (including, without limitation, the Guarantor making payments
directly to holders under the Securities Guarantee, unless such payment is
likely to result in adverse consequences to the Issuer or the Guarantor), then
the Issuer may redeem all, but not less than all, of the Securities at any time
at 100% of the principal amount thereof on the Redemption Date, together with
accrued interest thereon, if any, to but excluding the Redemption Date. Prior to
the publication of the notice of redemption in accordance with the foregoing,
the Issuer shall deliver


                                      -45-

<PAGE>

to the Trustee an officer's certificate stating that the Issuer is entitled to
effect such redemption based on a written opinion of independent tax counsel or
accounting firm reasonably satisfactory to the Trustee.

            The Securities do not have the benefit of any sinking fund
obligations.

            The Indenture provides that, subject to certain conditions, if (i) a
Change of Control occurs or (ii) certain Net Available Proceeds are available to
the Issuer as a result of any Asset Disposition, the Issuer shall be required to
make an Offer to Purchase for all or a specified portion of the Securities.

            [If not a Global Security: In the event of redemption or purchase
pursuant to an Offer to Purchase of this Security in part only, a new Security
or Securities of like tenor for the unredeemed or unpurchased portion hereof
will be issued in the name of the Holder hereof upon the cancelation hereof.]

            [If a Global Security insert: In the event of a deposit or
withdrawal of a beneficial interest in this Security (including upon an
exchange, transfer, redemption or repurchase of this Security in part only)
effected in accordance with the Applicable Procedures, the Security Registrar,
upon receipt of notice of such event from the Depositary's custodian for this
Security shall make an adjustment on its records to reflect an increase or
decrease of the Outstanding principal amount at maturity of this Security
resulting from such deposit or withdrawal, as the case may be, and shall
instruct the Book-Entry Depositary to make a similar notation in its book-entry
system to the corresponding Depositary Interest.]

            If an Event of Default shall occur and be continuing, the principal
of all the Securities may be declared due and payable in the manner and with the
effect provided in the Indenture.

            The Indenture contains provisions for defeasance at any time of (i)
the entire indebtedness of this Security, or (ii) certain restrictive covenants
and Events of Default with respect to this Security, in each case upon
compliance with certain conditions set forth therein.

            Unless the context otherwise requires, the Original Securities and
the Exchange Securities shall constitute one series for all purposes under the
Indenture,


                                      -46-

<PAGE>

including without limitation, amendments, waivers, redemptions and Offers to
Purchase.

            The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Issuer, the Guarantor and the rights of the Holders of the Securities under the
Indenture at any time by the Issuer, the Guarantor and the Trustee with the
consent of the Holders of a majority in aggregate principal amount at maturity
of the Securities at the time Outstanding. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount at maturity of the Securities at the time Outstanding, on
behalf of the Holders of all the Securities, to waive compliance by the Issuer
or the Guarantor with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

            No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of (and premium, if
any) and interest on this Security at the times, place and rate, and in the coin
or currency, herein prescribed.

            [If this Security is not a Global Security issued in bearer form,
then insert: As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Issuer in the Borough of Manhattan, the City of New
York, New York, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Issuer and the Security Registrar duly
executed by the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities, of authorized denominations and like tenor
and for the same aggregate principal amount at maturity, will be issued to the
designated transferee or transferees.]

            The Global Securities are issuable only in bearer form without
coupons in denominations of $1,000 and any integral multiple thereof. Definitive
Securities shall be


                                      -47-

<PAGE>

issuable in registered form without interest coupons in denominations of $1,000
and any integral multiple thereof. As provided in the Indenture and subject to
certain limitations therein set forth, Securities are exchangeable for a like
tenor and aggregate principal amount at maturity of Securities of a different
authorized denomination, as requested by the Holder surrendering the same.

            [If this Security is a Global Security issued in bearer form, then
insert: The bearer of this Security shall be treated as the owner of this
Security for all purposes.]

            No service charge shall be made for any such registration of
transfer or exchange, but the Issuer may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

            [If this Security is not a Global Security issued in bearer form,
insert: Prior to due presentment of this Security for registration of transfer,
the Issuer, the Guarantor, the Trustee and any agent of the Issuer, the
Guarantor, or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Issuer, the Guarantor, the Trustee nor any such agent
shall be affected by notice to the contrary.]

            Interest on this Security shall be computed on the basis of a
360-day year of twelve 30-day months [If Original Securities, then insert: ;
provided, however, that Special Interest shall be computed on the basis of a
365- or 366-day year, as the case may be, and the number of days actually
elapsed].

            All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

                       OPTION OF HOLDER TO ELECT PURCHASE

            If you want to elect to have this Security purchased by the Issuer
pursuant to Section 10.13 or 10.17 of the Indenture, check the box:


                                       / /


                                      -48-

<PAGE>

            If you want to elect to have only a part of this Security purchased
by the Issuer pursuant to Section 10.13 or 10.17 of the Indenture, state the
amount: $___________

Dated:____________  Your Signature:_____________________________________________
                          (Sign exactly as name appears on the other side of
                          this Security)

Signature Guarantee:____________________________________________________________
                    Notice: Signature(s) must be guaranteed by an "eligible
                    guarantor institution" meeting the requirements of the
                    Security Registrar which requirements will include
                    membership or participation in STAMP or such other
                    "signature guarantee program" as may be determined by the
                    Trustee in addition to, or in substitution for STAMP, all in
                    accordance with the Securities Exchange Act of 1934, as
                    amended.

            SECTION 2.04. Form of Trustee's Certificate of Authentication. This
is one of the Securities referred to in the within-mentioned Indenture.

Dated:

                                    THE CHASE MANHATTAN BANK,

                                    as Trustee

                                    by
                                       --------------------------
                                        Authorized Signatory

                                   ARTICLE III

                                 The Securities

            SECTION 3.01. Title and Terms. The aggregate principal amount at
maturity of Securities which may be authenticated and delivered under this
Indenture is limited to $175,000,000 issued on the date hereof, except for
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities pursuant to Section 3.04, 3.05,
3.06, 9.06 or 11.08 or in connection with an Offer to Purchase pursuant to
Section 10.13 or 10.17 (all Securities referred to in this


                                      -49-

<PAGE>

exception being deemed "Substitute Securities"). The Issuer may issue Exchange
Securities from time to time pursuant to an Exchange Offer or otherwise, in each
case pursuant to a Board Resolution, subject to Section 3.03, included in an
Officers' Certificate delivered to the Trustee, in authorized denominations in
exchange for a like principal amount at maturity of Original Securities. Upon
any such exchange the Original Securities shall be canceled in accordance with
Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no
event shall the aggregate principal amount at maturity of Original Securities
and Exchange Securities Outstanding exceed $175,000,000.

            The Securities shall be known and designated as the "9 7/8% Senior
Notes due 2009" of the Issuer. The Stated Maturity of the Securities shall be
November 15, 2009. The Securities shall bear cash interest at the rate of 9 7/8%
per annum on the principal amount at maturity of the Notes, from May 13, 1999 or
from the most recent Interest Payment Date thereafter to which interest has been
paid or duly provided for, as the case may be, payable semi-annually on May 15
and November 15, commencing November 15, 1999, until the principal thereof is
paid or made available for payment; provided, however, with respect to Original
Securities, if there has been a Registration Default, a Step-Up will occur and
the Original Securities will from then bear Special Interest to but excluding
the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in
arrears semi-annually on May 15 and November 15 in each year, and the amount of
accrued Special Interest shall be determined on the basis of the number of days
actually elapsed.

            With respect to Global Securities, the Issuer will pay interest, if
any, on such Securities to the bearers of such Securities. Holders of such
Global Securities must surrender such Securities to the Trustee to collect
principal payments. The principal of and premium, if any, and interest on the
Securities shall be payable at the corporate trust office of the Trustee in the
Borough of Manhattan, the City of New York, New York, maintained for such
purpose and at any other office or agency maintained by the Issuer for such
purpose; provided, however, that at the option of the Issuer payment of interest
may be made by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register.

            The Securities shall be subject to repurchase by the Issuer pursuant
to an Offer to Purchase as provided in Sections 10.13 and 10.17 of the
Indenture.


                                      -50-

<PAGE>

            The Securities shall be redeemable as provided in Article Eleven.

            The Securities shall not have the benefit of any sinking fund
obligations.

            The Securities shall be subject to defeasance at the option of the
Issuer as provided in Article Twelve.

            The Securities are guaranteed by the Guarantor as set forth in
Article IV of this Indenture.

            A copy of an appropriate record of such action shall be certified by
the Secretary or any Assistant Secretary of the Issuer and delivered to the
Trustee at or prior to the delivery of the Officers' Certificate or the trust
indenture supplemental hereto setting forth the terms of such Securities.

            Unless the context otherwise requires, the Original Securities and
the Exchange Securities shall constitute one series for all purposes under the
Indenture, including without limitation, amendments, waivers, redemptions and
Offers to Purchase.

            SECTION 3.02. Denominations. The Global Securities shall be issuable
in bearer form without coupons and only in denominations of $1,000 and any
integral multiple of $1,000 in excess thereof. Definitive Registered Securities
shall be issuable in registered form without interest coupons in denominations
of $1,000 and any integral multiple thereof.

            SECTION 3.03. Execution, Authentication, Delivery and Dating. The
Securities shall be executed on behalf of the Issuer by its Chairman of the
Board, its Vice Chairman of the Board, its President or one of its Vice
Presidents, under its corporate seal reproduced thereon attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Securities may be manual or facsimile.

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


                                      -51-

<PAGE>

            At any time and from time to time after the execution and delivery
of this Indenture, the Issuer may deliver Securities executed by the Issuer to
the Trustee for authentication, together with a Issuer Order for the
authentication and delivery of such Securities; and the Trustee in accordance
with such Issuer Order shall authenticate and deliver such Securities as in this
Indenture provided and not otherwise.

            At any time and from time to time after the execution and delivery
of this Indenture and after the effectiveness of a Registration Statement under
the Securities Act with respect thereto, the Issuer may deliver Exchange
Securities executed by the Issuer to the Trustee for authentication, together
with an Issuer Order for the authentication and delivery of such Exchange
Securities and a like principal amount at maturity of Original Securities for
cancelation in accordance with Section 3.09 of this Indenture, and the Trustee
in accordance with the Issuer Order shall authenticate and deliver such
Securities. In authenticating such Exchange Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be
fully protected in relying upon, an Opinion of Counsel stating,

            (a) that such Exchange Securities have been duly and validly issued
      in accordance with the terms of the Indenture, and are entitled to all the
      rights and benefits set forth herein; and

            (b) that the issuance of the Exchange Securities in exchange for the
      Original Securities has been effected in compliance with the Securities
      Act of 1933, as amended.

            Each Security shall be dated the date of its authentication.

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

            SECTION 3.04. Temporary Securities. Pending the preparation of
definitive Securities, the Issuer may


                                      -52-

<PAGE>

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

            If temporary Securities are issued, the Issuer will cause definitive
Securities to be prepared without unreasonable delay. After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at any office
or agency of the Issuer designated pursuant to Section 10.02, without charge to
the Holder. Upon surrender for cancelation of any one or more temporary
Securities, the Issuer shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like tenor and principal amount at maturity of
definitive Securities of authorized denominations. Until so exchanged, the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities.

            SECTION 3.05. Registration, Registration of Transfer and Exchange.
(a) The Issuer shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency designated pursuant to Section 10.02 being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Issuer shall provide for the
registration of Definitive Securities and of transfers of such Securities. The
Trustee is hereby appointed "Security Registrar" for the purpose of registering
such Securities and transfers of such Securities as herein provided. Such
Security Register shall distinguish between Original Securities and Exchange
Securities.

            Subject to the other provisions of this Indenture regarding
restrictions on transfer, upon surrender for registration of transfer of any
Definitive Security at an office or agency of the Issuer designated pursuant to
Section 10.02 for such purpose in accordance with the terms hereof, the Issuer
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Securities of any
authorized denominations and of a like tenor and aggregate


                                      -53-

<PAGE>

principal amount at maturity and bearing such restrictive legends as may be
required by this Indenture.

            At the option of the Holder, and subject to the other provisions of
this Section 3.05, Securities may be exchanged for other Securities of any
authorized denominations and of a like tenor and aggregate principal amount at
maturity, upon surrender of such Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Issuer
shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive.

            All Securities issued upon any registration of transfer or exchange
of Securities shall be the valid obligations of the Issuer, evidencing the same
debt, and (subject to the provisions in the Original Securities regarding the
payment of Special Interest) entitled to the same benefits under this Indenture,
as the Securities surrendered upon such registration of transfer or exchange.

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

            No service charge shall be made to the Holder for any registration
of transfer or exchange of Securities, but the Issuer may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 3.04, 3.05(d), 9.06 or 11.08 or in accordance
with any Offer to Purchase pursuant to Section 10.13 or 10.17 not involving any
transfer.

            The Issuer shall not be required (i) to issue, register the transfer
of or exchange any Security during a period beginning at the opening of business
15 days before the day of the mailing of a notice of redemption of Securities
selected for redemption under Section 11.04 and ending at the close of business
on the day of such mailing, or (ii) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part.


                                      -54-

<PAGE>

            (b) Certain Transfers and Exchanges. Notwithstanding any other
provision of this Indenture or the Securities, transfers and exchanges of
Securities and beneficial interests in a Global Security of the kinds specified
in this Section 3.05(b) shall be made only in accordance with this Section
3.05(b) or, if necessary, in accordance with such other procedures as the Issuer
shall develop which shall comply with applicable securities laws.

                (i) Restricted Global Security to Regulation S Global Security.
      If the owner of a beneficial interest in the Restricted Global Security
      wishes at any time to transfer such interest to a Person who wishes to
      acquire the same in the form of a beneficial interest in the Regulation S
      Global Security, such transfer may be effected only in accordance with the
      provisions of this Clause (b)(i) and Clause (b)(v) below and subject to
      the Applicable Procedures. Upon receipt by the Trustee, as Security
      Registrar, of (A) an order given by the Depositary or its authorized
      representative directing that a beneficial interest in the Regulation S
      Global Security in a specified Agent Member's principal amount at maturity
      be credited to a specified Agent Member's account and that a beneficial
      interest in the Restricted Global Security in an equal principal amount at
      maturity be debited from another specified Agent Member's account and (B)
      a Regulation S Certificate, satisfactory to the Trustee and duly executed
      by the owner of such beneficial interest in the Restricted Global Security
      or his attorney duly authorized in writing, then the Trustee, as Security
      Registrar but subject to Clause (b)(v) below, shall reduce or cause to be
      reduced the principal amount at maturity of the Restricted Global Security
      and increase the principal amount at maturity of the Regulation S Global
      Security by such specified principal amount at maturity as provided in
      Section 3.05(e).

               (ii) Regulation S Global Security to Restricted Global Security.
      If the owner of a beneficial interest in the Regulation S Global Security
      wishes at any time to transfer such interest to a Person who wishes to
      acquire the same in the form of a beneficial interest in the Restricted
      Global Security, such transfer may be effected only in accordance with
      this Clause (b)(ii) and subject to the Applicable Procedures. Upon receipt
      by the Trustee, as Security Registrar, of (A) an order given by the
      Depositary or its authorized representative directing that a beneficial
      interest in the Restricted Global Security in a specified principal


                                      -55-

<PAGE>

      amount at maturity be credited to a specified Agent Member's account and
      that a beneficial interest in the Regulation S Global Security in an equal
      principal amount at maturity be debited from another specified Agent
      Member's account and (B) if such transfer is to occur during the
      Restricted Period, a Restricted Securities Certificate, satisfactory to
      the Trustee and duly executed by the owner of such beneficial interest in
      the Regulation S Global Security or his attorney duly authorized in
      writing, then the Trustee, as Security Registrar, shall reduce or cause to
      be reduced the principal amount at maturity of the Regulation S Global
      Security and increase the principal amount at maturity of the Restricted
      Global Security by such specified principal amount at maturity as provided
      in Section 3.05(e).

              (iii) Definitive Security to Definitive Security. A Security that
      is a Definitive Security may be transferred, in whole or in part, to a
      Person who takes delivery in the form of another Security that is a
      Definitive Security as provided in Section 3.05(a), provided that, if the
      Security to be transferred in whole or in part is a Restricted Security,
      or is a Regulation S Security and the transfer is to occur during the
      Restricted Period, then the Trustee shall have received (A) a Restricted
      Securities Certificate, satisfactory to the Trustee and duly executed by
      the transferor Holder or his attorney duly authorized in writing, in which
      case the transferee Holder shall take delivery in the form of a Restricted
      Security, or (B) a Regulation S Certificate, satisfactory to the Trustee
      and duly executed by the transferor Holder or his attorney duly authorized
      in writing, in which case the transferee Holder shall take delivery in the
      form of a Regulation S Security (subject in every case to Section
      3.05(c)).

               (iv) Exchanges between Global Security and Definitive Security. A
      beneficial interest in a Global Security may be exchanged for a Security
      that is a Definitive Security as provided in Section 3.05(d), provided
      that, if such interest is a beneficial interest in the Restricted Global
      Security, or if such interest is a beneficial interest in the Regulation S
      Global Security and such exchange is to occur during the Restricted
      Period, then such interest shall be exchanged for a Restricted Security or
      a Regulation S Security, as the case may be (subject in each case to
      Section 3.05(c)).


                                      -56-

<PAGE>

            (v) Regulation S Global Security to be Held Through Euroclear or
      Cedel during Restricted Period. The Issuer shall use its best efforts to
      cause the Depositary to ensure that, until the expiration of the
      Restricted Period, beneficial interests in the Regulation S Global
      Security may be held only in or through accounts maintained at the
      Depositary by Euroclear or Cedel (or by Agent Members acting for the
      account thereof), and no person shall be entitled to effect any transfer
      or exchange that would result in any such interest being held otherwise
      than in or through such an account; provided that this Clause (b)(v) shall
      not prohibit any transfer or exchange of such an interest in accordance
      with Clause (b) above.

            (c) Securities Act Legends. Rule 144A Securities and their Successor
Securities shall bear a Restricted Securities Legend, and the Regulation S
Securities and their Successor Securities shall bear a Regulation S Legend,
subject to the following:

                (i) subject to the following Clauses of this Section 3.05(c), a
      Security or any portion thereof which is exchanged, upon transfer or
      otherwise, for a Global Security or any portion thereof shall bear the
      Securities Act Legend borne by such Global Security while represented
      thereby;

               (ii) subject to the following Clauses of this Section 3.05(c), a
      new Security which is a Definitive Security and is issued in exchange for
      a Global Security or any portion thereof, upon transfer or otherwise,
      shall bear the Securities Act Legend borne by such other Security,
      provided that, if such new Security is required pursuant to Section
      3.05(b)(iii) or (iv) to be issued in the form of a Restricted Security, it
      shall bear a Restricted Securities Legend and, if such new Security is so
      required to be issued in the form of a Regulation S Security, it shall
      bear a Regulation S Legend;

              (iii) Registered Securities shall not bear a Securities Act
      Legend;

               (iv) at any time after the Securities may be freely transferred
      without registration under the Securities Act or without being subject to
      transfer restrictions pursuant to the Securities Act, a new Security which
      does not bear a Securities Act Legend


                                      -57-

<PAGE>

      may be issued in exchange for or in lieu of a Security (other than a
      Global Security) or any portion thereof which bears such a legend if the
      Trustee has received an Unrestricted Securities Certificate, satisfactory
      to the Trustee and duly executed by the Holder of such legended Security
      or his attorney duly authorized in writing, and after such date and
      receipt of such certificate, the Trustee shall authenticate and deliver
      such a new Security in exchange for or in lieu of such other Security as
      provided in this Article III;

                (v) a new Security which does not bear a Securities Act Legend
      may be issued in exchange for or in lieu of a Security (other than a
      Global Security) or any portion thereof which bears such a legend if, in
      the Issuer's judgment, placing such a legend upon such new Security is not
      necessary to ensure compliance with the registration requirements of the
      Securities Act, and the Trustee, at the direction of the Issuer, shall
      authenticate and deliver such a new Security as provided in this Article
      III; and

               (vi) notwithstanding the foregoing provisions of this Section
      3.05(c), a Successor Security of a Security that does not bear a
      particular form of Securities Act Legend shall not bear such form of
      legend unless the Issuer has reasonable cause to believe that such
      Successor Security is a "restricted security" within the meaning of Rule
      144, in which case the Trustee, at the direction of the Issuer, shall
      authenticate and deliver a new Security bearing a Restricted Securities
      Legend in exchange for such Successor Security as provided in this Article
      III.

            (d) Exchanges of Global Security for Definitive Security. Transfers
of Global Securities shall be by delivery. The Book-Entry Depositary and the
Issuer have agreed that the Global Securities shall only be delivered in the
circumstances described in the Deposit Agreement. Notwithstanding any other
provision in this Indenture, no Global Security may be exchanged in whole or in
part for Definitive Securities unless (i) the Depositary notifies the Issuer or
the Book-Entry Depositary in writing that it (or its nominee) is unwilling or
unable to continue to act as depositary, or ceases to be, a clearing agency
registered under the Exchange Act, and, in either case, a successor depositary
registered as a clearing agency under the Exchange Act is not appointed by the
Issuer within 90 days, (ii) at any time if the Issuer determines that the Global
Securities (in whole but not in part) should be exchanged


                                      -58-

<PAGE>

for Definitive Securities; provided, that (x) such exchange is required by (A)
any applicable law or (B) any event beyond the Issuer's control or (y) payments
of interest on any Global Security, Depositary Interest or beneficial interest
are, or would become, subject to any deduction or withholding for taxes, (iii)
at any time after the consummation of the Exchange Offer, if the owner of a
beneficial interest requests such exchange in writing delivered to the
Depositary and through the Depositary to the Book-Entry Depositary and the
Trustee, or (iv) if the Book-Entry Depositary is at any time unwilling or unable
to continue as Book-Entry Depositary and a successor Book-Entry Depositary is
not appointed by the Issuer within 90 days. Upon the occurrence of any of the
preceding events, Definitive Securities shall be issued in such names as the
Book-Entry Depositary shall instruct the Trustee based on the instructions of
the Depositary.

            (e) If any Global Security is to be exchanged for other Securities
or canceled in whole, it shall be surrendered by or on behalf of the Book-Entry
Depositary or its nominee to the Trustee, as Security Registrar, for exchange or
cancelation as provided in this Article III. If any Global Security is to be
exchanged for other Securities or canceled in part, or if another Security is to
be exchanged in whole or in part for a beneficial interest in any Global
Security, then either (i) such Global Security shall be so surrendered for
exchange or cancelation as provided in this Article III or (ii) the principal
amount at maturity thereof shall be reduced or increased by an amount equal to
the portion thereof to be so exchanged or canceled, or equal to the principal
amount at maturity of such other Security to be so exchanged for a beneficial
interest therein, as the case may be, by means of an appropriate adjustment made
by the Book-Entry Depositary as directed by the Trustee in such Book-Entry
Depositary's book-entry system to the corresponding Depositary Interest,
whereupon the Trustee, in accordance with the Applicable Procedures, shall
instruct the Depositary or its authorized representative to make a corresponding
adjustment to its records. Upon any such surrender or adjustment of a Global
Security, the Trustee shall, subject to Section 3.05(b) and as otherwise
provided in this Article III, authenticate and deliver any Securities issuable
in exchange for such Global Security (or any portion thereof) to or upon the
order of, and registered (if applicable) in such names as may be directed by,
the Book-Entry Depositary or its authorized representative. Upon the request of
the Trustee in connection with the occurrence of any of the events specified in
the preceding paragraph, the Issuer shall


                                      -59-

<PAGE>

promptly make available to the Trustee a reasonable supply of Securities that
are not in the form of Global Securities. The Trustee shall be entitled to rely
upon any order, direction or request of the Book-Entry Depositary or the
Depositary or any of their authorized representatives which is given or made
pursuant to this Article III if such order, direction or request is given or
made in accordance with the Deposit Agreement with respect to the Book-Entry
Depositary and the Applicable Procedures with respect to the Depositary.

            SECTION 3.06. Mutilated, Destroyed, Lost and Stolen Securities. If
any mutilated Security is surrendered to the Trustee, the Issuer shall execute
and the Trustee shall authenticate and deliver in exchange therefor a new
Security of like tenor and principal amount at maturity and bearing a number not
contemporaneously outstanding.

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

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

            Upon the issuance of any new Security under this Section, the Issuer
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

            Every new Security issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Issuer, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture


                                      -60-

<PAGE>

equally and proportionately with any and all other Securities duly issued
hereunder.

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

            SECTION 3.07. Payment of Interest; Interest Rights Preserved.
Interest on any Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the bearer thereof
on the Interest Payment Date in the case of a Global Security in bearer form
and, in the case of a Definitive Security, to the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest.

            Any interest (including Special Interest) on any Security which is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date (herein called "Defaulted Interest") shall (a) bear interest at the
rate per annum stated in the form of Security included herein (to the extent
that the payment of such interest shall be legally enforceable), and (b)
forthwith cease to be payable to the bearer thereof on such Interest Payment
Date with respect to a Global Security in bearer form and, with respect to a
Definitive Security, to the Holder on the relevant Regular Record Date by virtue
of having been such Holder, and, in each case, such Defaulted Interest may be
paid by the Issuer, at its election in each case, as provided in Clause (a) or
(b) below:

            (a) The Issuer may elect to make payment of any Defaulted Interest
      to the bearer of such Security on any Special Payment Date (as defined
      below) with respect to any Global Security in bearer form and, with
      respect to a Definitive Security, to the Persons in whose names the
      Securities (or their respective Predecessor Securities) are registered at
      the close of business on a Special Record Date for the payment of such
      Defaulted Interest, which shall be fixed in the following manner. The
      Issuer shall notify the Trustee in writing of the amount of Defaulted
      Interest proposed to be paid on each Security and the date of the proposed
      payment, and at the same time the Issuer shall deposit with the Trustee an
      amount of money equal to the aggregate amount proposed to be paid in
      respect of such Defaulted Interest or shall make arrangements satisfactory
      to the Trustee for such deposit prior to


                                      -61-

<PAGE>

      the date of the proposed payment, such money when deposited to be held in
      trust for the benefit of the Persons entitled to such Defaulted Interest
      as in this Clause provided. Thereupon the Trustee shall fix a Special
      Record Date for the payment of such Defaulted Interest which shall be not
      more than 15 days and not less than 10 days prior to the date of the
      proposed payment and not less than 10 days after the receipt by the
      Trustee of the notice of the proposed payment. The Trustee shall promptly
      notify the Issuer of such Special Record Date and, in the name and at the
      expense of the Issuer, shall cause notice of the proposed payment of such
      Defaulted Interest and the Special Record Date therefor to be mailed,
      first-class postage prepaid, to each Holder, not less than 10 days prior
      to such Special Record Date. Notice of the proposed payment of such
      Defaulted Interest and the Special Record Date therefor having been so
      mailed, such Defaulted Interest shall be paid, with respect to any
      Definitive Security, to the Persons in whose names the Securities (or
      their respective Predecessor Securities) are registered at the close of
      business on such Special Record Date and shall no longer be payable
      pursuant to the following Clause (b). As used in this Clause (a), "Special
      Payment Date" means the date on which Defaulted Interest is paid to the
      Holder.

            (b) The Issuer may make payment of any Defaulted Interest in any
      other lawful manner not inconsistent with the requirements of any
      securities exchange on which the Securities may be listed, and upon such
      notice as may be required by such exchange, if, after notice given by the
      Issuer to the Trustee of the proposed payment pursuant to this Clause,
      such manner of payment shall be deemed practicable by the Trustee.

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

            SECTION 3.08. Persons Deemed Owners. Prior to due presentment of a
Security for registration of transfer, the Issuer, the Guarantor, the Trustee
and any agent of the Issuer, the Guarantor or the Trustee may treat the Person
in whose name a Definitive Security is registered as the owner of such Security
and may treat the bearer of a Global Security as the owner of such Security, in
each case, for


                                      -62-

<PAGE>

the purpose of receiving payment of principal of and premium, if any, and
(subject to Section 3.07) interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Issuer, the
Guarantor, the Trustee nor any agent of the Issuer, the Guarantor or the Trustee
shall be affected by notice to the contrary.

            SECTION 3.09. Cancelation. All Securities surrendered for payment,
redemption, registration of transfer, exchange or pursuant to any Offer to
Purchase pursuant to Section 10.13 or 10.17 shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee and shall be promptly
canceled by it. The Issuer may at any time deliver to the Trustee for
cancelation any Securities previously authenticated and delivered hereunder
which the Issuer may have acquired in any manner whatsoever, and all Securities
so delivered shall be promptly canceled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section, except as expressly permitted by this Indenture. All canceled
Securities held by the Trustee shall be disposed of in accordance with its
standard procedures or as directed by an Issuer Order; provided, however, that
the Trustee shall not be required to destroy such Securities.

            SECTION 3.10. Computation of Interest. Interest on the Securities
shall be computed on the basis of a 360-day year of twelve 30-day months,
provided, however, that Special Interest on Original Securities shall be
computed on the basis of a 365- or 366-day year, as the case may be, and the
number of days actually elapsed.

            SECTION 3.11. CUSIP and ISIN Numbers. The Issuer in issuing
Securities may use "CUSIP and "ISIN" numbers (if then generally in use) in
addition to serial numbers; if so, the Trustee shall use such "CUSIP" and "ISIN"
numbers in addition to serial numbers in notices of redemption and repurchase as
a convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness of such "CUSIP" and "ISIN" numbers
either as printed on the Securities or as contained in any notice of a
redemption or repurchase and that reliance may be placed only on the serial or
other identification numbers printed on the Securities, and any such redemption
or repurchase shall not be affected by any defect in or omission of such "CUSIP"
and "ISIN" numbers.


                                      -63-

<PAGE>

                                   ARTICLE IV

                             Guarantee Of Securities

            SECTION 4.01. Guarantee. Subject to the provisions of this Article
Four, the Guarantor hereby fully, unconditionally and irrevocably guarantees to
each Holder and to the Trustee on behalf of the Holders: (i) the due and
punctual payment of the principal of, premium, if any, on and interest
(including Special Interest) on each Security, when and as the same shall become
due and payable, whether at maturity, by acceleration or otherwise, the due and
punctual payment of interest on the overdue principal of and interest, if any,
on the Securities, to the extent lawful, and the due and punctual performance of
all other obligations of the Issuer to the Holders or the Trustee, all in
accordance with the terms of such Security and this Indenture and (ii) in the
case of any extension of time of payment or renewal of any Securities 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, at Stated
Maturity, by acceleration or otherwise. The Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
merger or bankruptcy of the Issuer, any right to require a proceeding first
against the Issuer, the benefit of discussion, protest or notice with respect to
any such Security or the debt evidenced thereby and all demands whatsoever, and
covenants that this Securities Guarantee will not be discharged as to any such
Security except by payment in full of the principal thereof and interest thereon
and as provided in Section 12.01 and Section 12.02 (subject to Section 12.06).
The maturity of the obligations guaranteed hereby may be accelerated as provided
in Article Five for the purposes of this Article Four. In the event of any
declaration of acceleration of such obligations as provided in Article Five,
such obligations (whether or not due and payable) shall forthwith become due and
payable by the Guarantor for the purpose of this Article Four. In addition,
without limiting the foregoing provisions, upon the effectiveness of an
acceleration under Article Five, the Trustee shall promptly make a demand for
payment on the Securities under the Guarantee provided for in this Article Four.

            If the Trustee or the Holder of any Security is required by any
court or otherwise to return to the Issuer or the Guarantor, or any custodian,
receiver, liquidator, trustee, sequestrator or other similar official acting in
relation to the Issuer or the Guarantor, any amount paid to


                                      -64-

<PAGE>

the Trustee or such Holder in respect of a Security, this Securities Guarantee,
to the extent theretofore discharged, shall be reinstated in full force and
effect. The Guarantor further agrees, to the fullest extent that it may lawfully
do so, that, as between it, on the one hand, and the Holders and the Trustee, on
the other hand, the maturity of the obligations guaranteed hereby may be
accelerated as provided in Article Five hereof for the purposes of this
Securities Guarantee, notwithstanding any stay, injunction or other prohibition
extant under any applicable bankruptcy law preventing such acceleration in
respect of the obligations guaranteed hereby.

            Until such time as the Securities are fully and finally paid,
including all interest, premium, principal and liquidated damages with respect
thereto, the Guarantor hereby irrevocably waives any claim or other rights which
it may now or hereafter acquire against the Issuer that arise from the
existence, payment, performance or enforcement of its obligations under this
Securities Guarantee and this Indenture, including, without limitation, any
right of subrogation, reimbursement, exoneration, contribution, indemnification,
any right to participate in any claim or remedy of the Holders against the
Issuer or any collateral which any such Holder or the Trustee on behalf of such
Holder hereafter acquires, whether or not such claim, remedy or right arises in
equity, or under contract, statute or common law, including, without limitation,
the right to take or receive from the Issuer, directly or indirectly, in cash or
other property or by setoff or in any other manner, payment or security on
account of such claim or other rights. If any amount shall be paid to the
Guarantor in violation of the preceding sentence and the principal of, premium,
if any, and accrued interest on the Securities shall not have been paid in full,
such amount shall be deemed to have been paid to the Guarantor for the benefit
of, and held in trust for the benefit of, the Holders, and shall forthwith be
paid to the Trustee for the benefit of the Holders to be credited and applied
upon the principal of, premium, if any, and accrued interest on the Securities.
The Guarantor acknowledges that it will receive direct and indirect benefits
from the issuance of the Securities pursuant to this Indenture and that the
waivers set forth in this Section 4.01 are knowingly made in contemplation of
such benefits.

            The Guarantee set forth in this Section 4.01 shall not be valid or
become obligatory for any purpose with respect to a Security until the
certificate of


                                      -65-

<PAGE>

authentication on such Security shall have been signed by or on behalf of the
Trustee.

            SECTION 4.02. Obligations Unconditional. Subject to Section 4.05,
nothing contained in this Article Four or elsewhere in this Indenture or in the
Securities is intended to or shall impair, as among the Guarantor and the
holders of the Securities, the obligation of the Guarantor, which is absolute
and unconditional, upon failure by the Issuer, to pay to the holders of the
Securities the principal of, premium, if any, and interest on the Securities as
and when the same shall become due and payable in accordance with their terms,
or is intended to or shall affect the relative rights of the holders of the
Securities and creditors of the Guarantor, nor shall anything herein or therein
prevent the holder of any Securities or the Trustee on their behalf from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture.

            Without limiting the foregoing, nothing contained in this Article
Four will restrict the right of the Trustee or the holders of the Securities to
take any action to declare the Guarantee to be due and payable prior to the
Stated Maturity of the Securities pursuant to Section 5.02 or to pursue any
rights or remedies hereunder.

            SECTION 4.03. Notice to Trustee. The Guarantor shall give prompt
written notice to the Trustee of any fact known to the Guarantor which would
prohibit the making of any payment to or by the Trustee in respect of the
Securities Guarantee pursuant to the provisions of this Article Four.

                                    ARTICLE V

                                    Remedies

            SECTION 5.01. Events of Default. "Event of Default", wherever used
herein, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

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


                                      -66-

<PAGE>

            (b) default in the payment of the principal of (or premium, if any,
      on) any Security when due; or

            (c) default in the payment of principal and interest upon any
      Security required to be purchased pursuant to an Offer to Purchase
      pursuant to Sections 10.13 or 10.17; or

            (d) default in the performance, or breach, of Section 8.01, 10.13 or
      10.17; or

            (e) default in the performance, or breach, of any covenant or
      warranty of the Issuer or Guarantor in this Indenture or in any Security
      (other than a covenant or warranty a default in whose performance or whose
      breach is elsewhere in this Section specifically dealt with), and
      continuance of such default or breach for a period of 60 days after there
      has been given, by registered or certified mail, to the Issuer by the
      Trustee or to the Issuer and the Trustee by the Holders of at least 25% in
      aggregate principal amount at maturity of the Outstanding Securities a
      written notice specifying such default or breach and requiring it to be
      remedied and stating that such notice is a "Notice of Default" hereunder;
      or

            (f) a default or defaults under any bond(s), debenture(s), note(s)
      or other evidence(s) of indebtedness by the Guarantor, the Issuer or any
      Subsidiary of the Guarantor or under any mortgage(s), indenture(s) or
      instrument(s) under which there may be issued or by which there may be
      secured or evidenced any indebtedness of such type by the Guarantor, the
      Issuer or any Subsidiary of the Guarantor with a principal amount then
      outstanding, individually or in the aggregate, in excess of $10 million,
      whether such indebtedness now exists or shall hereafter be created, which
      default or defaults shall constitute a failure to pay in excess of $10
      million of the principal of such indebtedness when due at the final
      maturity thereof, or shall have resulted in excess of $10 million of
      indebtedness becoming or being declared due and payable prior to the date
      on which it would otherwise have become due and payable; or

            (g) a final judgment or final judgments for the payment of money are
      entered against the Guarantor, the Issuer or any Subsidiary of the
      Guarantor in an aggregate amount in excess of $10 million (net of
      indemnities and funds actually received or to be


                                      -67-

<PAGE>

      received within 90 days of such judgment) by a court or courts of
      competent jurisdiction, which judgments remain undischarged or unbonded
      for a period (during which execution shall not be effectively stayed) of
      60 days after the right to appeal all such judgments has expired; or

            (h) the entry by a court having jurisdiction in the premises of (A)
      a decree or order for relief in respect of the Guarantor, the Issuer or
      any Significant Subsidiaries in an involuntary case or proceeding under
      any applicable bankruptcy, insolvency, reorganization or other similar law
      or (B) a decree or order adjudging the Guarantor, the Issuer or any
      Significant Subsidiaries a bankrupt or insolvent, or approving as properly
      filed a petition seeking reorganization, arrangement, adjustment or
      composition of or in respect of the Guarantor, the Issuer or any
      Significant Subsidiaries under any applicable law, or appointing a
      custodian, receiver, liquidator, assignee, trustee, sequestrator or other
      similar official of the Guarantor, the Issuer or any Significant
      Subsidiaries or of any substantial part of its property, or ordering the
      winding up or liquidation of its affairs, and the continuance of any such
      decree or order for relief or any such other decree or order unstayed and
      in effect for a period of 60 consecutive days; or

            (i) the commencement by the Guarantor, the Issuer or any Significant
      Subsidiaries of a voluntary case or proceeding under any applicable
      bankruptcy, insolvency, reorganization or other similar law or of any
      other case or proceeding to be adjudicated a bankrupt or insolvent, or the
      consent by it to the entry of a decree or order for relief in respect of
      the Guarantor, the Issuer or any Significant Subsidiaries in an
      involuntary case or proceeding under any applicable bankruptcy,
      insolvency, reorganization or other similar law or to the commencement of
      any bankruptcy or insolvency case or proceeding against it, or the filing
      by it of a petition or answer or consent seeking reorganization or relief
      under any applicable law, or the consent by it to the filing of such
      petition or to the appointment of or taking possession by a custodian,
      receiver, liquidator, assignee, trustee, sequestrator or other similar
      official of the Guarantor, the Issuer or any Significant Subsidiaries or
      of any substantial part of its property, or the making by it of an
      assignment for the benefit of creditors, or the admission by it in writing
      of its inability to pay its


                                      -68-

<PAGE>

      debts generally as they become due, or the taking of corporate action by
      the Guarantor, the Issuer or any Significant Subsidiaries in furtherance
      of any such action.

            SECTION 5.02. Acceleration of Maturity; Rescission and Annulment. If
an Event of Default (other than an Event of Default specified in Section 5.01(h)
or (i)) occurs and is continuing, then and in every such case the Trustee or the
Holders of not less than 25% in principal amount at maturity of the Outstanding
Securities may declare the principal amount at maturity of all the Securities to
be due and payable immediately, by a notice in writing to the Issuer (and to the
Trustee if given by Holders), and upon any such declaration such principal
amount and any accrued interest shall become immediately due and payable. If an
Event of Default specified in Section 5.01(h) or (i) occurs, the principal
amount of and any accrued interest on the Securities then Outstanding shall ipso
facto become immediately due and payable without any declaration or other Act on
the part of the Trustee or any Holder.

            At any time after such a declaration of acceleration has been made
and before a judgment or decree for payment of the money due based on
acceleration has been obtained by the Trustee as hereinafter in this Article
provided, the Holders of a majority in principal amount at maturity of the
Outstanding Securities, by written notice to the Issuer and the Trustee, may
rescind and annul such declaration and its consequences if:

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

                  (A) all overdue interest on all Securities,

                  (B) the principal amount of (and premium, if any, on) any
            Securities which have become due otherwise than by such declaration
            of acceleration (including any Securities required to have been
            purchased on the Purchase Date pursuant to an Offer to Purchase made
            by the Issuer) and interest thereon at the rate borne by the
            Securities,

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

                  (D) all sums paid or advanced by the Trustee hereunder and the
            reasonable compensation,


                                      -69-

<PAGE>

            expenses, disbursements and advances of the Trustee, its agents and
            counsel;

      and

            (2) all Events of Default, other than the non-payment of the
      principal of Securities which have become due solely by such declaration
      of acceleration, have been cured or waived as provided in Section 5.13.

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

            SECTION 5.03. Collection of Indebtedness and Suits for Enforcement
by Trustee. The Issuer covenants that if

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

            (2) default is made in the payment of the principal of (or premium,
      if any, on) any Security at the Maturity thereof or, with respect to any
      Security required to have been purchased pursuant to an Offer to Purchase
      made by the Issuer, at the Purchase Date thereof,

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

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


                                      -70-

<PAGE>

of the property of the Issuer or any other obligor upon the Securities, wherever
situated.

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

            SECTION 5.04. Trustee May File Proofs of Claim. In case of any
judicial proceeding relative to the Issuer (or any other obligor upon the
Securities), its property or its creditors, the Trustee shall be entitled and
empowered, by intervention in such proceeding or otherwise, to take any and all
actions authorized under the Trust Indenture Act in order to have claims of the
Holders and the Trustee allowed in any such proceeding. In particular, the
Trustee shall be authorized to collect and receive any moneys, securities or
other property payable or deliverable upon the exchange of the Securities or
upon any such claims and to distribute the same; and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 6.07.

            No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding; provided,
however, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and be a member of a creditors or
other similar committee.

            SECTION 5.05. Trustee May Enforce Claims Without Possession of
Securities. All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding


                                      -71-

<PAGE>

relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Holders of the Securities in respect of which
such judgment has been recovered.

            SECTION 5.06. Application of Money Collected. Any money collected by
the Trustee pursuant to this Article shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal (or premium, if any) or interest, upon
presentation of the Securities and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

            FIRST: To the payment of all amounts due the Trustee under
      Section 6.07; and

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

            SECTION 5.07. Limitation on Suits. No Holder of any Security shall
have any right to institute any proceeding, judicial or otherwise, with respect
to this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless

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

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

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


                                      -72-

<PAGE>

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

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

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

            SECTION 5.08. Unconditional Right of Holders To Receive Principal,
Premium and Interest. Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any) and
(subject to Section 3.07) interest on such Security on the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on the
Redemption Date or, in the case of an Offer to Purchase made by the Issuer and
required to be accepted as to such Security, on the Purchase Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

            SECTION 5.09. Restoration of Rights and Remedies. If the Trustee or
any Holder has instituted any proceeding to enforce any right or remedy under
this Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such Holder, then
and in every such case, subject to any determination in such proceeding, the
Issuer, the Trustee and the Holders shall be restored severally and respectively
to their former positions hereunder and thereafter all rights and remedies of
the Trustee and the Holders shall continue as though no such proceeding had been
instituted.

            SECTION 5.10. Rights and Remedies Cumulative. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities in the last paragraph of Section 3.06, no right or
remedy herein conferred upon or reserved to the Trustee


                                      -73-

<PAGE>

or to the Holders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

            SECTION 5.11. Delay or Omission Not Waiver. No delay or omission of
the Trustee or of any Holder of any Security to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

            SECTION 5.12. Control by Holders. The Holders of a majority in
principal amount at maturity of the Outstanding Securities shall have the right
to direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee; provided that

            (1) such direction shall not be in conflict with any rule of law or
      with this Indenture or expose the Trustee to personal liability (as
      determined in the sole discretion of the Trustee), and

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

            SECTION 5.13. Waiver of Past Defaults. The Holders of not less than
a majority in aggregate principal amount at maturity of the Outstanding
Securities may on behalf of the Holders of all the Securities by written notice
to the Trustee waive any past default hereunder and its consequences, except a
default

            (1) in the payment of the principal of (or premium, if any) or
      interest on any Security (including any Security which is required to have
      been purchased pursuant to an Offer to Purchase which has been made by the
      Issuer), or


                                      -74-

<PAGE>

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

            (3) arising from failure to purchase any Security tendered pursuant
      to Sections 10.13 and 10.17 of this Indenture.

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

            SECTION 5.14. Undertaking for Costs. In any suit for the enforcement
of any right or remedy under this Indenture, or in any suit against the Trustee
for any action taken or omitted by it as Trustee, a court may require any party
litigant in such suit to file an undertaking to pay the costs of such suit, and
may assess costs against any such party litigant, in the manner and to the
extent provided in the Trust Indenture Act; provided that neither this Section
nor the Trust Indenture Act shall be deemed to authorize any court to require
such an undertaking or to make such an assessment in any suit instituted by the
Issuer or the Guarantor; further provided, that the provisions of this Section
5.14 shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Holder or group of Holders holding more than 10% in aggregate
principal amount at maturity of the Outstanding Securities, or to any suit
instituted by any Holder for the enforcement of the payment of the principal of,
or premium, if any, or interest on any Security on or after the respective due
dates expressed in such Security.

            SECTION 5.15. Waiver of Stay or Extension Laws. Each of the Issuer
and 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 or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and each of the Issuer 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.


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<PAGE>

                                   ARTICLE VI

                                   The Trustee

            SECTION 6.01. Certain Duties and Responsibilities. (a) Except during
the continuance of an Event of Default,

            (1) the Trustee undertakes to perform such duties and only such
      duties as are specifically set forth in this Indenture, and no implied
      covenants, duties or obligations shall be read into this Indenture against
      the Trustee; and

            (2) in the absence of bad faith on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon certificates or opinions furnished
      to the Trustee and conforming to the requirements of this Indenture; but
      in the case of any such certificates or opinions which by any provision
      hereof are specifically required to be furnished to the Trustee, the
      Trustee shall be under a duty to examine the same to determine whether or
      not they conform to the requirements of this Indenture.

            (b) In case an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

            (c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own wilful misconduct, except that

            (1) this Subsection shall not be construed to limit the effect of
      Subsection (a) of this Section;

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

            (3) the Trustee shall not be liable with respect to any action taken
      or omitted to be taken by it in


                                      -76-

<PAGE>

      good faith in accordance with the direction of the Holders of a majority
      in principal amount at maturity of the Outstanding Securities relating to
      the time, method and place of conducting any proceeding for any remedy
      available to the Trustee, or exercising any trust or power conferred upon
      the Trustee, under this Indenture; and

            (4) no provision of this Indenture shall require the Trustee to
      expend or risk its own funds or otherwise incur any financial liability in
      the performance of any of its duties hereunder, or in the exercise of any
      of its rights or powers, if it shall have reasonable grounds for believing
      that repayment of such funds or adequate indemnity against such risk or
      liability is not reasonably assured to it.

            (d) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.

            SECTION 6.02. Notice of Defaults. The Trustee shall give the Holders
notice of any default hereunder known to the Trustee as and to the extent
provided by the Trust Indenture Act; provided, however, that in the case of any
default of the character specified in Section 5.01(e), no such notice to Holders
shall be given until at least 30 days after the occurrence thereof. For the
purpose of this Section, the term "default" means any event which is, or after
notice or lapse of time or both would become, an Event of Default.

            SECTION 6.03. Certain Rights of Trustee. Subject to the provisions
of Section 6.01:

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

            (b) any request or direction of the Issuer mentioned herein shall be
      sufficiently evidenced by a Issuer Request or Issuer Order and any
      resolution of the Board of Directors may be sufficiently evidenced by a
      Board Resolution;


                                      -77-

<PAGE>

            (c) whenever in the administration of this Indenture the Trustee
      shall deem it desirable that a matter be proved or established prior to
      taking, suffering or omitting any action hereunder, the Trustee (unless
      other evidence be herein specifically prescribed) may, in the absence of
      bad faith on its part, request from the Issuer and be completely protected
      in relying upon an Officers' Certificate received in response to such
      request;

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

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

            (f) the Trustee shall not be bound to make any investigation into
      the facts or matters stated in any resolution, certificate, statement,
      instrument, opinion, report, notice, request, direction, consent, order,
      bond, debenture, note, other evidence of indebtedness or other paper or
      document, but the Trustee may (but shall have no obligation to) make such
      further inquiry or investigation into such facts or matters as it may see
      fit, and, if the Trustee shall determine to make such further inquiry or
      investigation, it shall be entitled to examine the books, records and
      premises of the Issuer or the Guarantor, personally or by agent or
      attorney;

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

            (h) the Trustee shall not be liable with respect to any action
      taken, suffered or omitted to be taken by


                                      -78-

<PAGE>

      it in accordance with the direction of Holders of Outstanding Securities
      as provided in Sections 5.02, 5.12 and 5.13 hereof; and

            (i) for all purposes under this Indenture, the Trustee shall not be
      deemed to have notice of any 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
      Securities and this Indenture.

            SECTION 6.04. Not Responsible for Recitals or Issuance of
Securities. The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Issuer, and the Trustee assumes no responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities or the Securities Guarantee. The Trustee shall
not be accountable for the use or application by the Issuer of Securities or the
proceeds thereof.

            SECTION 6.05. May Hold Securities. The Trustee, any Paying Agent,
any Security Registrar or any other agent of the Issuer, in its individual or
any other capacity, may become the owner or pledgee of Securities and, subject
to Sections 6.08 and 6.13, may otherwise deal with the Issuer or the Guarantor
with the same rights it would have if it were not Trustee, Paying Agent,
Security Registrar or such other agent.

            SECTION 6.06. Money Held in Trust. Money held by the Trustee in
trust hereunder need not be segregated from other funds except to the extent
required by law. The Trustee shall be under no liability for interest on any
money received by it hereunder except as otherwise agreed with the Issuer.

            SECTION 6.07.  Compensation and Reimbursement.
The Issuer and the Guarantor jointly and severally agree

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


                                      -79-

<PAGE>

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

            (3) to indemnify the Trustee for, and to hold it harmless against,
      any loss, liability or expense incurred without negligence or bad faith on
      its part, arising out of or in connection with the acceptance or
      administration of this trust, including the costs and expenses of
      enforcing this Indenture against the Issuer or the Guarantor (including,
      without limitation, this Section 6.07) and of defending itself against any
      claim (whether asserted by any Holder or the Issuer or the Guarantor) or
      liability in connection with the exercise or performance of any of its
      powers or duties hereunder. The provisions of this Section 6.07 shall
      survive any termination of this Indenture and the resignation or removal
      of the Trustee.

            As security for the performance of the obligations of the Issuer
under this Section 6.07, the Trustee shall have a lien prior to the Securities
upon all property and funds held or collected by the Trustee, except funds held
in trust for the payment of principal of (and premium, if any) or interest on
particular Securities. The Trustee's right to receive payment of any amounts due
under this Section 6.07 shall not be subordinate to any other liability or
indebtedness of the Issuer (even though the Securities may be so subordinated).

            When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 5.01(h) or Section 5.01(i), the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or State bankruptcy, insolvency or
other similar law.

            The provisions of this Section shall survive the termination of this
Indenture or the earlier resignation or termination of the Trustee.

            SECTION 6.08. Disqualification; Conflicting Interests. If the
Trustee has or shall acquire a


                                      -80-

<PAGE>

conflicting interest within the meaning of the Trust Indenture Act, the Trustee
shall either eliminate such interest or resign, to the extent and in the manner
provided by, and subject to the provisions of, the Trust Indenture Act and this
Indenture.

            SECTION 6.09. Corporate Trustee Required; Eligibility. There shall
at all times be a Trustee hereunder which shall be a Person that is eligible
pursuant to the Trust Indenture Act to act as such and has a combined capital
and surplus of at least $50,000,000 and its Corporate Trust Office in the
Borough of Manhattan, the City of New York, New York. If such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of a Federal, State, Territorial or District of Columbia supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such Person shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

            SECTION 6.10. Resignation and Removal; Appointment of Successor. (a)
No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee under Section 6.11, at which time the
retiring Trustee shall be fully discharged from its obligations hereunder.

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

            (c) The Trustee may be removed at any time by Act of the Holders of
a majority in principal amount at maturity of the Outstanding Securities,
delivered to the Trustee and to the Issuer.

            (d) If at any time:

            (1) the Trustee shall fail to comply with Section 6.08 after written
      request therefor by the


                                      -81-

<PAGE>

      Issuer or by any Holder who has been a bona fide Holder of a Security for
      at least six months, or

            (2) the Trustee shall cease to be eligible under Section 6.09 and
      shall fail to resign after written request therefor by the Issuer or by
      any such Holder, or

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

then, in any such case, (i) the Issuer by a Board Resolution may remove the
Trustee, or (ii) subject to Section 5.14, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.

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

            (f) The Issuer shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor Trustee to all
Holders in the manner provided in Section 1.06. Each notice shall include the
name of the successor Trustee and the address of its Corporate Trust Office.


                                      -82-

<PAGE>

            SECTION 6.11. Acceptance of Appointment by Successor. Every
successor Trustee appointed hereunder shall execute, acknowledge and deliver to
the Issuer and to the retiring Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee; but, on request of the Issuer or the successor Trustee,
such retiring Trustee shall, upon payment of all sums owing to the Trustee under
Section 6.07, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder. Upon request of any such successor
Trustee, the Issuer shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor Trustee all such rights,
powers and trusts.

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

            SECTION 6.12. Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto; provided that such corporation shall be otherwise qualified and
eligible under this Article. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

            SECTION 6.13. Preferential Collection of Claims Against Issuer or
Guarantor. If and when the Trustee shall be or become a creditor of the Issuer
or Guarantor (or any other obligor upon the Securities), the Trustee shall be
subject to the provisions of the Trust Indenture Act


                                      -83-

<PAGE>

regarding the collection of claims against the Issuer or Guarantor (or any such
other obligor).

            SECTION 6.14. Appointment of Authenticating Agent. The Trustee may
appoint an Authenticating Agent or Agents with respect to the Securities which
shall be authorized to act on behalf of the Trustee to authenticate Securities
issued upon original issue and upon exchange, registration of transfer or
partial redemption thereof or pursuant to Section 3.06, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Issuer and shall at all
times be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination
by Federal or State authority. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section.

            Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent; provided,
such corporation shall be otherwise eligible under this Section.


                                      -84-

<PAGE>

            An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Issuer. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Issuer. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Issuer and shall give notice of such
appointment in the manner provided in Section 1.06 to all Holders of Securities.
Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

            The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 6.07.

            If an appointment is made pursuant to this Section, the Securities
may have endorsed thereon, in lieu of the Trustee's certificate of
authentication, an alternative certificate of authentication in the following
form:

            This is one of the Securities referred to in the within-mentioned
Indenture.

Dated:

                                    THE CHASE MANHATTAN BANK, as
                                    Trustee,

                                      by
                                        ------------------------,
                                        as Authenticating Agent

                                      by
                                        -------------------------
                                            Authorized Signatory


                                      -85-

<PAGE>

            SECTION 6.15. Withholding Taxes. Notwithstanding any other provision
of this Agreement, the Trustee, as agent for the Issuer and the Guarantor, shall
exclude and withhold from each payment of principal and interest and other
amounts due hereunder or under the Securities or the Securities Guarantee any
and all withholding taxes applicable thereto as required by law. The Trustee
agrees to act as such withholding agent and, in connection therewith, whenever
any present or future taxes or similar charges are required to be withheld with
respect to any amounts payable in respect of the Securities or the Securities
Guarantee, to withhold such amounts and timely pay the same to the appropriate
authority in the name of and on behalf of the Holders of the Securities, that it
will furnish to the Holders of the Securities such forms or certificates as are
necessary or appropriate to provide the information described in Section
10.09(c)(i) hereof or make the declaration or claim described in Section
10.09(c)(ii) hereof, that it will file any necessary withholding tax returns or
statements when due, and that, as promptly as possible after the payment
thereof, it will deliver to each Holder of a Security appropriate documentation
showing the payment thereof, together with such additional documentary evidence
as such Holders may reasonably request from time to time.

            In the event that the Trustee is also acting as Paying Agent,
Authenticating Agent, transfer agent, or Registrar hereunder, the rights and
protections afforded to the Trustee pursuant to this Article Six shall also be
afforded to such Paying Agent, Authenticating Agent, transfer agent, or
Registrar.

                                   ARTICLE VII

                Holders' Lists and Reports by Trustee and Issuer

            SECTION 7.01. Issuer to Furnish Trustee Names and Addresses of
Holder. The Issuer will furnish or cause to be furnished to the Trustee (a)
semi-annually, not more than 15 days after each Regular Record Date, a list, in
such form as the Trustee may reasonably require, of the names and addresses of
the Holders as of such Regular Record Date, and

            (b) at such other times as the Trustee may request in writing,
      within 30 days after the receipt by the Issuer of any such request, a list
      of similar form and content as of a date not more than 15 days prior to
      the time such list is furnished;


                                      -86-

<PAGE>

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

            SECTION 7.02. Preservation of Information; Communications to
Holders. (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.01 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.01 upon receipt of a new list so furnished.

            (b) The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and duties of the Trustee, shall be as provided by the
Trust Indenture Act.

            (c) Every Holder of Securities, by receiving and holding the same,
agrees with the Issuer and the Trustee that neither the Issuer nor the Trustee
nor any agent of either of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

            SECTION 7.03. Reports by Trustee. (a) Within 30 days after November
1 of each year, commencing with the first November 1 following the first
issuance of Securities pursuant to Section 3.01, if required by Section 3.13(a)
of the Trust Indenture Act, the Trustee shall transmit, pursuant to Section
3.13(c) of the Trust Indenture Act, a brief report dated as of such November 1
with respect to any of the events specified in said Section 3.13(a) which may
have occurred since the later of the immediately preceding November 1 and the
date of this Indenture.

            (b) The Trustee shall transmit the reports required by Section
3.13(b) of the Trust Indenture Act and Section 6.02 hereof at the times
specified therein.

            (c) Reports pursuant to this Section shall be transmitted in the
manner and to the persons required by Sections 3.13(c) and 3.13(d) of the Trust
Indenture Act.

            (d) A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange upon
which the Securities are listed, with the Commission and with the Issuer. The
Issuer


                                      -87-

<PAGE>

will promptly notify the Trustee when the Securities are listed on any stock
exchange.

            SECTION 7.04. Reports by Issuer and Guarantor. Each of the Guarantor
and the Issuer shall file with the Trustee and the Commission, and transmit to
Holders, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times and
in the manner provided pursuant to such Act and in the manner set forth in
Section 10.18.

            SECTION 7.05. Officers' Certificate with Respect to Change in
Interest Rates. Within five days after any Step-Up or Step-Down Date, the Issuer
shall deliver an Officers' Certificate to the Trustee stating the new interest
rate and the date on which it became effective.

                                  ARTICLE VIII

                           Merger, Consolidation, Etc.

            SECTION 8.01. Mergers, Consolidations and Certain Sales of Assets.
Neither the Guarantor nor the Issuer may, in a single transaction or a series of
related transactions, (i) consolidate with or merge into any other Person or
permit any other Person to consolidate with or merge into the Guarantor or the
Issuer, or (ii) directly or indirectly, transfer, sell, lease or otherwise
dispose of all or substantially all of its assets to any other Person, unless:

            (1) in a transaction in which the Guarantor or the Issuer, as
      applicable, does not survive or in which the Guarantor or the Issuer
      sells, leases or otherwise disposes of all or substantially all of its
      assets to any other Person (other than, in any such case, the Guarantor or
      the Issuer), the successor entity to the Guarantor or the Issuer is
      organized under the laws of the United States of America or any State
      thereof or the District of Columbia, the British Virgin Islands, Cayman
      Islands, The Netherlands, Ireland or Jersey and shall expressly assume, by
      a supplemental indenture executed and delivered to the Trustee in form
      satisfactory to the Trustee, all of the Guarantor's or the Issuer's
      obligations under the Indentures;

            (2) immediately before and after giving effect to such transaction
      and treating any Debt which becomes an obligation of the Guarantor or a
      Subsidiary as a result of such transaction as having been Incurred by the


                                      -88-

<PAGE>

      Guarantor or such Subsidiary at the time of the transaction, no Event of
      Default or event that with the passing of time or the giving of notice, or
      both, would constitute an Event of Default shall have occurred and be
      continuing;

            (3) immediately after giving effect to such transaction, the
      Consolidated Net Worth of the Guarantor (or other successor entity to the
      Guarantor) is equal to or greater than that of the Guarantor immediately
      prior to the transaction;

            (4) if, as a result of any such transaction, property or assets of
      the Guarantor or any Subsidiary would become subject to a Lien prohibited
      by Section 10.15, the Guarantor or the successor entity to the Guarantor
      shall have secured the Securities as required by said covenant; and

            (5) in the event that the continuing Person is incorporated in a
      jurisdiction other than the United States or the jurisdiction in which
      such Person was incorporated immediately prior to such transaction, (A)
      the Issuer delivers to the Trustee an Opinion of Counsel stating that the
      obligations of the continuing Person under the Indenture are enforceable
      under the laws of the new jurisdiction of its incorporation to the same
      extent as the obligations of the Issuer or the Guarantor, as the case may
      be, under the Indenture immediately prior to such transaction; (B) the
      continuing Person agrees in writing to submit to jurisdiction and appoints
      an agent for the service of process, each under terms substantially
      similar to the terms contained in the Indenture with respect to the Issuer
      or the Guarantor, as the case may be; (C) the continuing Person agrees in
      writing to pay Additional Amounts as provided under this Indenture under
      Section 10.09 with respect to the Issuer or the Guarantor, as the case may
      be, except that such Additional Amount shall relate to any withholding tax
      whatsoever regardless of any change of law (subject to exceptions
      substantially similar to those contained in Section 10.09); (D) the Board
      of Directors of the Guarantor determines in good faith that such
      transaction will have no material adverse effect on any Holder and a Board
      Resolution to that effect is delivered to the Trustee; and (E) the
      principal purpose of the continuing Person being incorporated in such
      jurisdiction is to obtain tax benefits for the


                                      -89-

<PAGE>

      Guarantor, the Issuer, their direct and indirect stockholders or the
      Holders.

            SECTION 8.02. Successor Substituted. Upon any consolidation of the
Issuer with, or merger of the Issuer with or into, any other Person or any
conveyance, transfer or lease of the properties and assets of the Issuer
substantially as an entirety in accordance with Section 8.01, the successor
Person formed by such consolidation or into which the Issuer is merged or to
which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Issuer under
this Indenture with the same effect as if such successor Person had been named
as the Issuer herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Securities.

                                   ARTICLE IX

                             Supplemental Indentures

            SECTION 9.01. Supplemental Indentures Without Consent of Holders.
Without the consent of any Holders, the Issuer and the Guarantor, each when
authorized by a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

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

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

            (3) to secure the Securities pursuant to the requirements of Section
      10.15 or otherwise; or

            (4) to modify, eliminate or add to the provisions of this Indenture
      to such extent as shall be necessary to comply with any requirement of the
      Commission in order to effect qualification of this Indenture under the
      Trust Indenture Act in connection with the issuance of Exchange Securities
      or Registered Securities or


                                      -90-

<PAGE>

      thereafter to maintain the qualification of this Indenture under the
      Trust Indenture Act; or

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

            (6) to provide for uncertificated Securities in addition to or in
      place of certified Securities.

            SECTION 9.02. Supplemental Indentures with Consent of Holders. With
the written consent of the Holders of not less than a majority in aggregate
principal amount at maturity of the Outstanding Securities, by Act of said
Holders delivered to the Issuer and the Trustee, and consistent with Section
5.13, the Issuer and the Guarantor, each when authorized by a Board Resolution,
and the Trustee may enter into an indenture or indentures supplemental hereto
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of modifying in any
manner the rights of the Holders under this Indenture; provided, however, that
no such supplemental indenture shall, without the written consent of the Holder
of each Outstanding Security affected thereby,

            (1) change the Stated Maturity of the principal of, or any
      installment of interest on, any Security, or reduce the principal amount
      thereof or the rate of interest thereon or any premium payable thereon, or
      change the coin or currency in which, any Security or any premium or
      interest thereon is payable, or impair the right to institute suit for the
      enforcement of any such payment on or after the Stated Maturity thereof
      (or, in the case of redemption, on or after the Redemption Date) or, in
      the case of an Offer to Purchase which has been made, on or after the
      applicable Purchase Date, or

            (2) reduce the percentage in principal amount at maturity of the
      Outstanding Securities, the consent of whose Holders is required for any
      such supplemental indenture, or the consent of whose Holders is required
      for any waiver (of compliance with certain provisions


                                      -91-

<PAGE>

      of this Indenture or certain defaults hereunder and their consequences)
      provided for in this Indenture, or

            (3) modify any of the provisions of this Section, Section 5.13 or
      Section 10.20, except to increase any such percentage or to provide that
      certain other provisions of this Indenture cannot be modified or waived
      without the consent of the Holder of each Outstanding Security affected
      thereby, or

            (4) following the making of an Offer with respect to an Offer to
      Purchase pursuant to Sections 10.13 or 10.17, modify the provisions of
      this Indenture with respect to such Offer to Purchase in a manner
      materially adverse to such Holder, or

            (5) release the Guarantor from its Securities Guarantee.

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

            SECTION 9.03. Execution of Supplemental Indentures. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section
6.01) shall be fully protected in relying upon, an Opinion of Counsel stating
that the execution of such supplemental indenture is authorized or permitted by
this Indenture. The Trustee may, but shall not be obligated to, enter into any
such supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

            SECTION 9.04. Effect of Supplemental Indentures. Upon the execution
of any supplemental indenture under this Article, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a
part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.

            SECTION 9.05. Conformity with Trust Indenture Act. Every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act.


                                      -92-

<PAGE>

            SECTION 9.06. Reference in Securities to Supplemental Indentures.
Securities authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Trustee,
bear a notation in form approved by the Trustee as to any matter provided for in
such supplemental indenture. If the Issuer shall so determine, new Securities so
modified as to conform, in the opinion of the Trustee and the Issuer, to any
such supplemental indenture may be prepared and executed by the Issuer and
authenticated and delivered by the Trustee in exchange for Outstanding
Securities.

                                    ARTICLE X

                                    Covenants

            SECTION 10.01. Payment of Principal, Premium and Interest. The
Issuer will duly and punctually pay the principal of and premium, if any, and
interest on the Securities in accordance with the terms of the Securities and
this Indenture.

            SECTION 10.02. Maintenance of Office or Agency. The Issuer will
maintain in the Borough of Manhattan, the City of New York, New York, an office
or agency where Securities may be presented or surrendered for payment, where
Securities may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Issuer in respect of the Securities and this
Indenture may be served. The Issuer will 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 Issuer shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Issuer hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

            The Issuer may also from time to time designate one or more other
offices or agencies (in or outside the Borough of Manhattan, the City of New
York, New York) where the Securities 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
Issuer of its obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York, New York for such purposes. The Issuer will
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.


                                      -93-

<PAGE>

            SECTION 10.03. Money for Security Payments To Be Held in Trust. If
the Issuer shall at any time act as its own Paying Agent, it will, on or before
each due date of the principal of (and premium, if any) or interest on any of
the Securities, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and will promptly notify the Trustee in
writing of its action or failure so to act. As provided in Section 5.04, upon
any bankruptcy or reorganization proceeding relative to the Issuer, the Trustee
shall serve as the Paying Agent for the Securities.

            Whenever the Issuer shall have one or more Paying Agents, it will,
prior to each due date of the principal of (and premium, if any) or interest on
any Securities, deposit with a Paying Agent a sum sufficient to pay the
principal (and premium, if any) or interest so becoming due, such sum to be held
in trust for the benefit of the Persons entitled to such principal, premium or
interest, and (unless such Paying Agent is the Trustee) the Issuer will promptly
notify the Trustee in writing of its action or failure so to act. Upon any
bankruptcy or reorganization proceeding relative to the Issuer, the Trustee
shall serve as the Paying Agent for the Securities.

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

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

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

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

            (4) acknowledge, accept and agree to comply in all respects with the
      provisions of this Indenture relating


                                      -94-

<PAGE>

      to the duties, rights and obligations of such Paying Agent.

            The Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Issuer 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 Issuer 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 Issuer, in trust for the payment of the principal of (and premium,
if any) or interest on any Security and remaining unclaimed for two years after
such principal (and premium, if any) or interest has become due and payable
shall be paid to the Issuer on Issuer Request, or (if then held by the Issuer)
shall be discharged from such trust; and the Holder of such Security shall
thereafter, as an unsecured general creditor, look only to the Issuer for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Issuer 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
Issuer cause to be published once, in a newspaper published in the English
language, customarily published on each Business Day and of general circulation
in the Borough of Manhattan, the City of New York, New York, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Issuer.

            SECTION 10.04. Existence. Subject to Article Eight, the Guarantor
will do or cause to be done all things necessary to preserve and keep in full
force and effect the existence, rights (charter and statutory) and franchises of
the Guarantor, the Issuer and each of the Restricted Subsidiaries; provided,
however, that the Guarantor shall not be required to preserve any such right or
franchise if the Guarantor shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Guarantor, the Issuer or
the Restricted Subsidiaries and that the loss thereof is not disadvantageous in
any material respect to the Holders.


                                      -95-

<PAGE>

            SECTION 10.05. Maintenance of Properties. The Guarantor will cause
all properties used or useful in the conduct of its business or the business of
the Issuer or any Restricted Subsidiary to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Guarantor
may be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that
nothing in this Section shall prevent the Guarantor from discontinuing the
operation or maintenance of any of such properties if such discontinuance is, in
the reasonable judgment of the Guarantor, desirable in the conduct of its
business or the business of the Issuer or any Restricted Subsidiary and not
disadvantageous in any material respect to the Holders.

            SECTION 10.06. Payment of Taxes and Other Claims. The Guarantor will
pay or discharge or cause to be paid or discharged, before the same shall become
delinquent, (1) all material taxes, assessments and governmental charges levied
or imposed upon the Guarantor or the Issuer or any Restricted Subsidiaries or
upon the income, profits or property of the Guarantor or the Issuer or any
Restricted Subsidiaries, and (2) all lawful claims for labor, materials and
supplies which, if unpaid, might by law become a lien upon the property of the
Guarantor or the Issuer or any Restricted Subsidiaries; provided, however, that
the Guarantor shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate proceedings.

            SECTION 10.07. Maintenance of Insurance. The Guarantor shall, and
shall cause the Issuer and the Restricted Subsidiaries to, keep at all times all
of their properties which are of an insurable nature insured against loss or
damage with insurers believed by the Guarantor to be responsible to the extent
that property of similar character is usually so insured by corporations
similarly situated and owning like properties in accordance with good business
practice.

            SECTION 10.08. Limitation on Consolidated Debt. The Guarantor may
not, and may not permit any Restricted Subsidiary of the Guarantor to, Incur any
Debt (other than the Securities and the Securities Guarantee) unless the ratio
of (i) the aggregate consolidated principal amount of Debt (which is defined to
include the accreted value of any Debt issued at a discount) of the Guarantor
outstanding as of the most recent available quarterly or annual balance sheet,
after giving pro forma effect to the Incurrence of


                                      -96-

<PAGE>

such Debt and any other Debt Incurred since such balance sheet date and the
receipt and application of the proceeds thereof, to (ii) four (4) times the
Consolidated Cash Flow Available for Fixed Charges for the most recent fiscal
quarter next preceding the Incurrence of such Debt for which consolidated
financial statements are available, determined on a pro forma basis as if any
such Debt had been Incurred and the proceeds thereof had been applied at the
beginning of such recent fiscal quarter, would be less than 7.0 to 1.0 for such
period.

            Notwithstanding the foregoing limitation, the Guarantor and any
Restricted Subsidiary may Incur the following:

            (i) Debt under Credit Facilities in an aggregate principal amount at
      any one time not to exceed $200 million, and any renewal, extension,
      refinancing or refunding thereof in an amount which, together with any
      principal amount remaining outstanding under all Credit Facilities, does
      not exceed the aggregate principal amount outstanding under all Credit
      Facilities immediately prior to such renewal, extension, refinancing or
      refunding;

            (ii) Debt owed by the Guarantor to any Restricted Subsidiary of the
      Guarantor or Debt owed by a Restricted Subsidiary of the Guarantor to the
      Guarantor or a Restricted Subsidiary of the Guarantor; provided, however,
      that upon either (x) the transfer or other disposition by such Restricted
      Subsidiary or the Guarantor of any Debt so permitted to a Person other
      than the Guarantor or another Restricted Subsidiary of the Guarantor or
      (y) such Restricted Subsidiary ceasing to be a Restricted Subsidiary, the
      provisions of this clause (ii) shall no longer be applicable to such Debt
      and such Debt shall be deemed to have been Incurred at the time of such
      transfer or other disposition;

            (iii) Debt Incurred to renew, extend, refinance or refund (each, a
      "refinancing") (x) Debt outstanding at the date hereof (after giving
      effect to the Equity Clawback) or (y) Incurred pursuant to the first
      paragraph of this Section, or clause (vi) or (vii) of this paragraph or
      (z) the Securities issued on the date hereof or Securities exchanged
      therefore, in each case, in an aggregate principal amount not to exceed
      the aggregate principal amount of and accrued interest on the Debt so
      refinanced plus the amount of any premium required to be paid in
      connection with such refinancing pursuant to the terms of the Debt so
      refinanced or the amount of any premium reasonably determined by the
      Guarantor as necessary to accomplish such refinancing


                                      -97-

<PAGE>

      by means of a tender offer or privately negotiated repurchase, plus the
      expenses of the Guarantor or the Restricted Subsidiary effecting such
      refinancing incurred in connection with such refinancing; provided,
      however, that Debt the proceeds of which are used to refinance the
      Securities or Debt which is pari passu to the Securities and the Security
      Guarantee or Debt which is subordinate in right of payment to the
      Securities and the Security Guarantee shall only be permitted if (A) in
      the case of any refinancing of the Securities or Debt which is pari passu
      to the Securities and the Security Guarantee, the refinancing Debt is made
      pari passu or subordinated to the Securities and the Security Guarantee,
      and, in the case of any refinancing of Subordinated Debt, the refinancing
      Debt constitutes Subordinated Debt and (B) in any case, the refinancing
      Debt by its terms, or by the terms of any agreement or instrument pursuant
      to which such Debt is issued, does not have a final stated maturity prior
      to the final stated maturity of the Debt being refinanced, and the Average
      Life of such new Debt is at least equal to the remaining Average Life of
      the Debt being refinanced (assuming that such Debt being refinanced had a
      final stated maturity three months later than its actual final stated
      maturity);

            (iv) Debt in an aggregate principal amount not in excess of (A) two
      (2) times the aggregate amount of the Guarantor's Incremental Paid-in
      Capital minus

      (B) $165 million;

            (v) Debt in an aggregate principal amount not in excess of 80% of
      the aggregate amount of accounts receivable set forth on the most recent
      unaudited quarterly or audited annual financial statements of the
      Guarantor and its consolidated subsidiaries filed with the Commission;

            (vi) Purchase Money Debt, which is incurred for the construction,
      acquisition and improvement of Telecommunications Assets, provided that
      the amount of such Purchase Money Debt does not exceed the cost of the
      construction, acquisition or improvement of the applicable
      Telecommunications Assets;

            (vii) Debt consisting of Permitted Interest Rate and
      Currency Protection Agreements; and

            (viii) Debt not otherwise permitted to be Incurred pursuant to
      clauses (i) through (vii) above, which, together with any other
      outstanding Debt Incurred pursuant to this clause (viii), has an aggregate


                                      -98-

<PAGE>

      principal amount not in excess of $50 million at any time outstanding.

            For purposes of determining compliance with this Section, with
respect to any item of Debt, (x) in the event that such item of Debt meets the
criteria of more than one of the types of Debt the Guarantor or a Restricted
Subsidiary is permitted to Incur pursuant to the foregoing clauses (i) through
(viii), the Guarantor shall have the right, in its sole discretion, to classify
such item of Debt and shall only be required to include the amount and type of
such Debt under the clause permitting the Debt as so classified and (y) any
other obligation of the obligor on such Debt (or of any other Person who could
have Incurred such Debt under this Section) arising under any Guarantee, Lien or
letter of credit supporting such Debt shall be disregarded to the extent that
such Guarantee, Lien or letter of credit secures the principal amount of such
Debt.

            For purposes of determining compliance with any Dollar-denominated
restriction on the Incurrence of Debt denominated in a foreign currency, the
Dollar-equivalent principal amount of such foreign-currency-denominated Debt
Incurred pursuant thereto shall be calculated based on the relevant currency
exchange rate in effect on the date that such foreign-currency-denominated Debt
was Incurred, in the case of term debt, or first committed, in the case of
revolving credit debt; provided that (x) the Dollar- equivalent principal amount
of any such Debt outstanding on the date hereof shall be calculated based on the
relevant currency exchange rate in effect on the date hereof and (y) if such
Debt is Incurred to refinance other Debt denominated in a foreign currency, and
such refinancing would cause the applicable Dollar-denominated restriction to be
exceeded if calculated at the relevant currency exchange rate in effect on the
date of such refinancing, such Dollar denominated restriction shall be deemed
not to have been exceeded so long as the principal amount of such refinancing
Debt does not exceed the principal amount of such Debt being refinanced. The
principal amount of any Debt Incurred to refinance other Debt, if Incurred in a
different currency from the Debt being refinanced, shall be calculated based on
the currency exchange rate applicable to the currency in which such respective
Debt is denominated that is in effect on the date of such refinancing.

            SECTION 10.09. Additional Amounts. Payments made by the Issuer or
the Guarantor pursuant to the Securities or the Securities Guarantee will be
made without withholding or deduction for taxes unless required by law. In the
event of (x) any change that becomes effective after the date hereof in the laws
of the U.K. or Bermuda or of any political subdivision or taxing authority
thereof or therein or any


                                      -99-

<PAGE>

change in the interpretation or administration thereof or (y) a failure by the
Issuer to list and maintain a listing of the Securities on a "recognized stock
exchange" (within the meaning of Section 841 of the U.K. Income and Corporation
Taxes Act 1988) prior to the first date upon which interest is required to be
paid hereunder (a "Listing Failure"), the effect of which is to require the
withholding or deduction by the Issuer or the Guarantor pursuant to the
Securities or the Securities Guarantee, respectively, of any amount for taxes
that would not have been required to be withheld or deducted absent such change
or Listing Failure, as the case may be, the Issuer or the Guarantor will pay, to
the extent it may then lawfully do so, such additional amounts ("Additional
Amounts") as may be necessary in order that every net payment of the principal
of and interest on the Securities, after deduction for withholding for or on
account of any future tax, assessment or other governmental charge will not be
less than the amount provided for in the Securities to be then due and payable;
provided, however, that the foregoing obligation to pay Additional Amounts shall
not apply in respect of:

            (i) any tax, withholding, assessment or other governmental charge
      which would not have been imposed but for (x) 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 or corporation)
      and the U.K. or Bermuda or any political subdivision or taxing authority
      thereof 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 trade or business therein or having or having had a permanent
      establishment therein or (y) the presentation of a Security or a
      Securities Guarantee (where presentation is required) for payment on a
      date more than 30 days after the date on which such payment became due and
      payable or the date on which payment thereof is duly provided for,
      whichever occurs later, except for Additional Amounts with respect to
      Taxes that would have been imposed had the holder presented the Security
      for payment within such 30-day period;

            (ii) any estate, inheritance, gift, sale, transfer or personal
      property tax;

            (iii) any tax, assessment or other governmental charge that is
      withheld by reason of the failure to timely comply by the holder or the
      beneficial owner of the Security with a request in writing of the Issuer
      or


                                      -100-

<PAGE>

      the Guarantor (which request shall be furnished to the Trustee) (x) to
      provide information concerning the nationality, residence or identity of
      the holder or such beneficial owner or (y) to make any declaration or
      other similar claim or satisfy any information or reporting requirement,
      which, in the case of (x) or (y), is required or imposed by a statute,
      treaty, regulation or administrative practice of the taxing or domicile
      jurisdiction as a precondition to exemption from or reduction of all or
      part of such tax, assessment or other governmental charge; provided,
      however, that this clause (iii) shall not apply to limit the Issuer's or
      Guarantor's obligation to pay Additional Amounts if the completing and
      filing of the information described in subclause (x) or the declaration or
      other claim described in subclause (y) would be materially more onerous in
      form, in procedure or in substance of information disclosed, in comparison
      to the information reporting requirements imposed under U.S. tax law with
      respect to Forms 1001, W-8 and W-9; or

            (iv) any tax, withholding, assessment or other governmental charge
      resulting from a Listing Failure with respect to any Security issued in
      the form of a Definitive Security pursuant to the terms of the Deposit
      Agreement and this Indenture; or

            (v) any combination of items (i), (ii), (iii) and (iv) above; nor
      shall Additional Amounts be paid with respect to any payment of the
      principal of, or any interest on, any Security or Securities Guarantee to
      any holder who is not the sole beneficial owner of such Security or
      Securities Guarantee or is a fiduciary or partnership, but only to the
      extent that a beneficial owner, a beneficiary or a settlor with respect to
      a fiduciary or a member of the partnership would not have been entitled to
      the payment of the Additional Amount had the beneficial owner,
      beneficiary, settlor or member of such partnership received directly its
      beneficial or distributive share of the payment.

            At least 30 days prior to each date on which any payment under or
with respect to the Securities is due and payable, if the Issuer or the
Guarantor will be obligated to pay Additional Amounts with respect to such
payment, the Issuer or the Guarantor will deliver to the Trustee an Officer's
Certificate stating the fact that such Additional Amounts will be payable and
the amounts so payable and will set forth such other information necessary to
enable the Trustee to pay such Additional Amounts to Holders on the payment
date. Whenever in this Indenture there is mentioned, in any context, the payment
of principal (and


                                      -101-

<PAGE>

premium, if any), Redemption Price, interest or any other amount payable under
or with respect to any Security, such mention shall be deemed to include mention
of the payment of Additional Amounts to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof.

            SECTION 10.10. Limitation on Restricted Payments. The Guarantor (i)
may not, and will not permit any Restricted Subsidiary, directly or indirectly,
to declare or pay any dividend, or make any distribution, in respect of its
Capital Stock or to the holders thereof, excluding (x) any dividends or
distributions payable solely in shares of its Capital Stock (other than
Disqualified Stock) or in options, warrants or other rights to acquire its
Capital Stock (other than Disqualified Stock), (y) any dividends paid to the
Guarantor or a Restricted Subsidiary, or (z) pro rata dividends paid on shares
of Common Stock of Restricted Subsidiaries, (ii) may not, and may not permit any
Restricted Subsidiary to, purchase, redeem, or otherwise retire or acquire for
value (a) any Capital Stock of the Guarantor or any Related Person of the
Guarantor (other than a permitted refinancing) or (b) any options, warrants or
rights to purchase or acquire shares of Capital Stock of the Guarantor or any
Related Person of the Guarantor or any securities convertible or exchangeable
into shares of Capital Stock of the Guarantor or any Related Person of the
Guarantor (other than a permitted refinancing), (iii) may not make, or permit
any Restricted Subsidiary to make, any Investment, except for Permitted
Investments, and (iv) may not, and may not permit any Restricted Subsidiary to,
redeem, defease, repurchase, retire or otherwise acquire or retire for value,
prior to any scheduled maturity, repayment or sinking fund payment, Debt of the
Guarantor or the Issuer which is subordinate in right of payment to the
Securities or the Securities Guarantee (each of clauses (i) through (iv) being a
"Restricted Payment") if: (1) an Event of Default, or an event that with the
passing of time or the giving of notice, or both, would constitute an Event of
Default, shall have occurred and be continuing, or (2) except with respect to
Investments, upon giving effect to such Restricted Payment, the Guarantor could
not Incur at least $1.00 of additional Debt pursuant to the first paragraph of
Section 10.08, or (3) upon giving effect to such Restricted Payment, the
aggregate of all Restricted Payments from the date hereof exceeds the sum of:
(a)(x) Consolidated Cash Flow Available for Fixed Charges since the end of the
last full fiscal quarter prior to the date hereof through the last day of the
last full fiscal quarter ending immediately preceding the date of such
Restricted Payment (the "Calculation Period") minus (y) 1.5 times Consolidated
Interest Expense for the Calculation Period plus (b) an amount equal to the net


                                      -102-

<PAGE>

reduction in Investments (other than reductions in Permitted Investments) in any
Person resulting from payments of interest on Debt, dividends, repayments of
loans or advances, or other transfers of assets, in each case to the Guarantor
or any Restricted Subsidiary or from the Net Cash Proceeds from the sale of any
such Investment (except, in each case, to the extent any such payment or
proceeds are included in the calculation of Consolidated Cash Flow Available for
Fixed Charges for the Calculation Period), or from redesignations of
Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as
provided in the definition of Investment), not to exceed, in each case, the
amount of Investments previously made by the Guarantor or any Restricted
Subsidiary in such Person or Unrestricted Subsidiary plus (c) an amount equal to
the aggregate net proceeds received after the date hereof, including the fair
market value of property other than cash (determined in good faith by the Board
of Directors as evidenced by a resolution of the Board of Directors filed with
the Trustee), as capital contributions to the Guarantor or from the issuance
(other than to a Subsidiary) of Capital Stock (other than Disqualified Stock) of
the Guarantor and warrants, rights or options on Capital Stock (other than
Disqualified Stock) of the Guarantor and the principal amount at maturity of
Debt of the Guarantor or any Restricted Subsidiary that has been converted into
Capital Stock (other than Disqualified Stock and other than by a Subsidiary) of
the Guarantor after the date hereof plus (d) $30 million.

            Notwithstanding the foregoing, (i) the Guarantor may pay any
dividend on Capital Stock of any class of the Guarantor within 60 days after the
declaration thereof if, on the date when the dividend was declared, the
Guarantor could have paid such dividend in accordance with the foregoing
provisions, (ii) the Guarantor may make acquisitions of a minority equity
interest in entities engaged in the Telecommunications Business; provided that
(A) the acquisition of a majority equity interest in such entities is not then
permitted or practicable under applicable law without regulatory consent or
change of law, (B) the Board of Directors of the Guarantor determines in good
faith that there is a substantial probability that such approval or change of
law will be obtained, (C) the Guarantor or one of its Restricted Subsidiaries
has the right to acquire Capital Stock representing a majority of the voting
power of the Voting Stock of such entity upon receipt of regulatory consent or
change of law and does acquire such Voting Stock reasonably promptly upon
receipt of such consent or change of law and (D) in the event that such consent
or change of law has not been obtained within 18 months of funding such
Investment, the Guarantor or one of its Restricted Subsidiaries has the right to
sell such minority equity interest to the Person from whom it acquired


                                      -103-

<PAGE>

such interest, for consideration consisting of the consideration originally paid
by the Guarantor and its Restricted Subsidiaries for such minority equity
interest; (iii) the Guarantor may repurchase any shares of its Common Stock or
options to acquire its Common Stock from Persons who were formerly directors,
officers or employees of the Guarantor or any of its Subsidiaries, provided that
the aggregate amount of all such repurchases made pursuant to this clause (iii)
shall not exceed $6 million, plus the aggregate cash proceeds received by the
Guarantor since the date hereof from issuances of its Common Stock or options to
acquire its Common Stock to directors, officers and employees of the Guarantor
or any of its Subsidiaries, (v) the Guarantor or a Restricted Subsidiary may
redeem, defease, repurchase, retire or otherwise acquire or retire for value
Debt of the Guarantor or the Issuer which is subordinated in right of payment to
the Securities or the Security Guarantees, as the case may be, in exchange for,
or out of the proceeds of a substantially concurrent sale (other than to a
Subsidiary) of, Capital Stock (other than Disqualified Stock of the Guarantor)
or in a refinancing that satisfies the requirements of clause (iii) of the
second paragraph of Section 10.08 and (vi) the Guarantor and its Subsidiaries
may retire or repurchase any Capital Stock of the Guarantor or of any Subsidiary
of the Guarantor in exchange for, or out of the proceeds of the substantially
concurrent sale (other than to a Subsidiary of the Guarantor) of, Capital Stock
(other than Disqualified Stock) of the Guarantor or any Subsidiary.

            SECTION 10.11. Limitation on Dividend and Other Payment Restrictions
Affecting Restricted Subsidiaries. The Guarantor may not, and may not permit any
Restricted Subsidiary to, directly or indirectly, create or otherwise cause or
suffer to exist or become effective any consensual encumbrance or restriction on
the ability of any Restricted Subsidiary of the Guarantor (i) to pay dividends
(in cash or otherwise) or make any other distributions in respect of its Capital
Stock owned by the Guarantor or any other Restricted Subsidiary of the Guarantor
or pay any Debt or other obligation owed to the Guarantor or any other
Restricted Subsidiary; (ii) to make loans or advances to the Guarantor or any
other Restricted Subsidiary; or (iii) to transfer any of its property or assets
to the Guarantor or any other Restricted Subsidiary.

            Notwithstanding the foregoing, the Guarantor may, and may permit any
Restricted Subsidiary to, suffer to exist any such encumbrance or restriction
(a) pursuant to any agreement in effect on the date hereof; (b) pursuant to an
agreement relating to any Acquired Debt, which encumbrance or restriction is not
applicable to any Person, or the properties or assets of any Person, other than
the Person so


                                      -104-

<PAGE>

acquired and was not Incurred in anticipation of such Person being acquired; (c)
pursuant to an agreement effecting a renewal, refunding or extension of Debt
Incurred pursuant to an agreement referred to in clause (a) or (b) above;
provided, however, that the provisions contained in such renewal, refunding or
extension agreement relating to such encumbrance or restriction are no more
restrictive in any material respect than the provisions contained in the
agreement the subject thereof; (d) in the case of clause (iii) in the above
paragraph, contained in any security agreement (including a Capital Lease
Obligation) securing Debt of the Guarantor or a Restricted Subsidiary otherwise
permitted hereunder, but only to the extent such restrictions restrict the
transfer of the property subject to such security agreement; (e) in the case of
clause (iii) in the above paragraph, with respect to customary nonassignment
provisions entered into in the ordinary course of business in leases and other
agreements; (f) with respect to a Restricted Subsidiary of the Guarantor imposed
pursuant to an agreement which has been entered into for the sale or disposition
of all or substantially all of the Capital Stock or assets of such Restricted
Subsidiary, provided that (x) the consummation of such transaction would not
result in an Event of Default or an event that, with the passing of time or the
giving of notice or both, would constitute an Event of Default, (y) such
restriction terminates if such transaction is not consummated and (z) the
consummation or abandonment of such transaction occurs within one year of the
date such agreement was entered into; (g) pursuant to applicable law or required
by any regulatory authority having jurisdiction over the Guarantor or any
Subsidiary; (h) pursuant to this Indenture and the Securities; (i) constituting
a Lien otherwise permitted pursuant to Section 10.15; and (j) other encumbrances
or restrictions that are not materially more restrictive than customary
provisions in comparable financings provided that each of the Issuer and the
Guarantor provides an Officer's Certificate to the Trustee to the effect that in
the opinion of the signers of such certificate such encumbrances or restrictions
will not materially impact the Issuers' and the Guarantors' ability to make
scheduled payments of interest and principal under the Securities.

            SECTION 10.12. Limitation on Transactions with Affiliates and
Related Persons. The Guarantor will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, enter into, renew or extend any
transaction (including, without limitation, the purchase, sale, lease or
exchange of property or assets, or the rendering of any service) with any
Related Person or with any Affiliate of the Guarantor or any Restricted
Subsidiary, except upon fair and reasonable terms no less favorable to the
Guarantor or such Restricted Subsidiary than could be obtained, at the


                                      -105-

<PAGE>

time of such transaction or, if such transaction is pursuant to a written
agreement, at the time of the execution of the agreement providing therefor, in
a comparable arm's-length transaction with a Person that is not a Related Person
or an Affiliate.

            The foregoing limitation does not limit, and shall not apply to (i)
transactions (A) approved by a majority of the disinterested members of the
Board of Directors or (B) for which the Guarantor or a Restricted Subsidiary
delivers to the Trustee a written opinion of a nationally recognized investment
banking firm (or a subsidiary or affiliate thereof) in the United States stating
that the transaction is fair to the Guarantor or such Restricted Subsidiary from
a financial point of view; (ii) any transaction solely between the Guarantor and
any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned
Restricted Subsidiaries; and (iii) any payments or other transactions pursuant
to any tax-sharing agreement between the Guarantor and any other Person with
which the Guarantor files a consolidated tax return or with which the Guarantor
is part of a consolidated group for tax purposes. Notwithstanding the foregoing,
any transaction covered by the first paragraph of this Section and not covered
by clauses (ii) through (iii) of this paragraph must be approved or determined
to be fair in the manner provided for in clause (i)(A) or (B) above unless the
aggregate amount of such transaction is less than $5 million in value.

            SECTION 10.13. Limitation on Asset Dispositions. (a) The Guarantor
may not, and may not permit any Restricted Subsidiary of the Guarantor to, make
any Asset Disposition in one or more related transactions unless: (i) the
Guarantor or the Restricted Subsidiary, as the case may be, receives
consideration for such disposition at least equal to the fair market value for
the assets sold or disposed of as determined by the Board of Directors in good
faith and, in the case of an Asset Disposition in an amount greater than $5
million, evidenced by a resolution of the Board of Directors filed with the
Trustee; and (ii) at least 75% of the consideration for such disposition
consists of (1) cash or readily marketable cash equivalents or the assumption of
Debt of the Guarantor (other than Debt that is subordinated to the Securities)
or of a Restricted Subsidiary and release from all liability on the Debt
assumed, or (2) Telecommunications Assets. In the event and to the extent that
the Net Available Proceeds received by the Guarantor or any of its Restricted
Subsidiaries from one or more Asset Dispositions occurring on or after the date
hereof in any period of 12 consecutive months exceed 10% of Consolidated
Tangible Assets (determined as of the date closest to the commencement of such
12-month period for which a consolidated balance sheet of the Guarantor and its


                                      -106-

<PAGE>

subsidiaries have been filed with the Commission), then the Guarantor or the
Issuer shall or shall cause the relevant Restricted Subsidiary to (i) within 12
months after the date Net Available Proceeds so received exceed 10% of
Consolidated Tangible Assets (A) apply an amount equal to such excess Net
Available Proceeds to permanently repay unsubordinated Debt of the Guarantor or
any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section
10.14 or Debt of any other Restricted Subsidiary, in each case owing to a Person
other than the Guarantor or any of its Restricted Subsidiaries or (B) invest an
equal amount, or the amount not so applied pursuant to clause (A) (or enter into
a definitive agreement committing to so invest within 12 months after the date
of such agreement), in Telecommunications Assets and (ii) apply (no later than
the end of the 12-month period referred to in clause (i)) such excess Net
Available Proceeds (to the extent not applied pursuant to clause (i)) as
provided in the paragraph (b) below. The amount of such excess Net Available
Proceeds required to be applied (or to be committed to be applied) during such
12-month period as set forth in clause (i) of the preceding sentence and not
applied as so required by the end of such period shall constitute "Excess
Proceeds".

            (b) If, as of the first day of any calendar month, the aggregate
amount of Excess Proceeds not theretofore subject to an Offer to Purchase
pursuant to this Section totals at least $10 million, the Issuer shall repay any
Debt of the Guarantor or any Restricted Subsidiary to the extent the terms of
such Debt require repayment prior to an Offer to Purchase being made hereunder
(including by way of an offer to purchase to the holders of such Debt, if so
required). To the extent there are Excess Proceeds after such repayment (or
offer to purchase), the Issuer must commence, not later than the fifteenth
Business Day of such month (or if later, the fifteenth Business Day after the
expiration of any such required offer to purchase), and consummate an Offer to
Purchase from the holders of the Securities on a pro rata basis an aggregate
principal amount of Securities on the relevant Payment Date equal to the Excess
Proceeds on such date not applied or to be applied pursuant to the first
sentence of this paragraph (b), at a purchase price equal to 100% of the
principal amount of the Securities, plus, in each case, accrued interest (if
any) to but excluding the Payment Date and, to the extent required by the terms
thereof, any other Debt of the Guarantor that is pari passu with the Securities
at a price no greater than 100% of the principal amount thereof plus accrued
interest to but excluding the date of purchase (or 100% of the accreted value in
the case of original issue discount Debt). To the extent there are any remaining
Excess Proceeds following the completion of the Offer to Purchase, the


                                      -107-

<PAGE>

Issuer must repay such other Debt of the Guarantor or Debt of a Restricted
Subsidiary of the Guarantor, to the extent permitted under the terms thereof
and, to the extent there are any remaining Excess Proceeds after such repayment,
the Issuer shall apply such amount to any other use as determined by the Issuer
which is not otherwise prohibited by this Indenture.

            SECTION 10.14. Limitation on Issuances and Sales of Capital Stock of
Restricted Subsidiaries. The Guarantor may not, and may not permit any
Restricted Subsidiary of the Guarantor to, issue, transfer, convey, sell or
otherwise dispose of any shares of Capital Stock of a Restricted Subsidiary of
the Guarantor or securities convertible or exchangeable into, or options,
warrants, rights or any other interest with respect to, Capital Stock of a
Restricted Subsidiary of the Guarantor to any Person other than the Guarantor or
a Wholly Owned Restricted Subsidiary of the Guarantor except (i) a sale of all
of the Capital Stock of such Restricted Subsidiary owned by the Guarantor and
any Restricted Subsidiary of the Guarantor that complies with Section 10.13
above to the extent such Section applies, (ii) if required, the issuance,
transfer, conveyance, sale or other disposition of directors' qualifying shares,
(iii) Disqualified Stock issued in exchange for, or upon conversion of, or the
proceeds of the issuance of which are used to redeem, refinance, replace or
refund shares of Disqualified Stock of such Restricted Subsidiary; provided that
the amounts of the redemption obligations of such Disqualified Stock shall not
exceed the amounts of the redemption obligations of, and such Disqualified Stock
shall have redemption obligations no earlier than those required by, the
Disqualified Stock being exchanged, converted, redeemed, refinanced, replaced or
refunded and (iv) issuances of not more than 49% of the voting stock and equity
interest in a Restricted Subsidiary engaged in the Telecommunications Business
(1) in connection with the acquisition of such Restricted Subsidiary or of
Telecommunications Assets acquired or to be acquired by the Guarantor or a
Restricted Subsidiary or (2) to a Strategic Investor; provided, that the
Guarantor complies with Section 10.13 above to the extent such Section applies.

            SECTION 10.15. Limitation on Liens. The Guarantor may not, and may
not permit any Restricted Subsidiary of the Guarantor to, Incur or suffer to
exist any Lien on or with respect to any property or assets now owned or
hereafter acquired to secure any Debt without making, or causing such Restricted
Subsidiary to make, effective provision for securing the Securities (x) equally
and ratably with such Debt as to such property for so long as such Debt will be
so secured or (y) in the event such Debt is Debt of the Guarantor which is
subordinate in right of


                                      -108-

<PAGE>

payment to the Securities, prior to such Debt as to such property for so long as
such Debt will be so secured.

            The foregoing restrictions shall not apply to: (i) Liens existing on
the date hereof and securing Debt outstanding on the date hereof; (ii) Liens
securing Debt outstanding or available under all Credit Facilities to the extent
such Debt is permitted under clause (i) of the second paragraph of Section
10.08; (iii) Liens in favor of the Guarantor or any Restricted Subsidiary of the
Guarantor; (iv) Liens on real or personal property of the Guarantor or a
Restricted Subsidiary of the Guarantor acquired, constructed or constituting
improvements made after the date of original issuance of the Securities to
secure Purchase Money Debt which is Incurred for the construction, acquisition
and improvement of Telecommunications Assets and is otherwise permitted under
this Indenture; provided, however, that (a) the principal amount of any Debt
secured by such a Lien does not exceed 100% of such purchase price or cost of
construction or improvement of the property subject to such Liens, (b) such Lien
attaches to such property prior to, at the time of or within 180 days after the
acquisition, completion of construction or commencement of operation of such
property and (c) such Lien does not extend to or cover any property other than
the specific item of property (or portion thereof) acquired, constructed or
constituting the improvements made with the proceeds of such Purchase Money
Debt; (v) Liens to secure Acquired Debt; provided, however, that (a) such Lien
attaches to the acquired asset prior to the time of the acquisition of such
asset and (b) such Lien does not extend to or cover any other asset; (vi) Liens
to secure Debt Incurred to extend, renew, refinance or refund (or successive
extensions, renewals, refinancings or refundings), in whole or in part, Debt
secured by any Lien referred to in the foregoing clauses (i), (ii), (iv) and (v)
so long as the principal amount of Debt so secured is not increased except as
otherwise permitted under clause (iii) of the second paragraph of Section 10.08
and, in the case of Liens to secure Debt incurred to extend, renew, refinance or
refund Debt secured by a Lien referred to in the foregoing clause (i), (iv) or
(v), such Liens do not extend to any other property; and (vii) Permitted Liens.

            SECTION 10.16. Limitation on Issuance of Guarantees of Debt by
Restricted Subsidiaries. The Guarantor will not permit any Restricted
Subsidiary, directly or indirectly, to incur any Guarantee of any Debt of the
Guarantor or the Issuer unless such Restricted Subsidiary simultaneously
executes and delivers a supplemental indenture providing for a Guarantee by such
Subsidiary of the Securities; any Subsidiary Guarantee by such Subsidiary of the
Securities (x) will be senior in


                                      -109-

<PAGE>

right of payment to any Guarantee of Subordinated Debt of the Guarantor or the
Issuer and (y) will be pari passu with or senior to any Guarantee of any other
Debt of the Guarantor or the Issuer.

            Notwithstanding the foregoing, any Subsidiary Guarantee may provide
by its terms that it shall be automatically and unconditionally released and
discharged upon (i) any sale, exchange or transfer, to any Person not an
Affiliate of the Guarantor, of all of the Guarantor's and each Restricted
Subsidiary's Capital Stock in, or all or substantially all the assets of, such
Restricted Subsidiary (which sale, exchange or transfer is not prohibited by
this Indenture) or (ii) the release or discharge of the Guarantee which resulted
in the creation of such Subsidiary Guarantee, except a discharge or release by
or as a result of payment under such Guarantee.

            SECTION 10.17. Change of Control. (a) Unless the Issuer has
heretofore exercised its right to redeem all of the Securities in accordance
with the terms of this Indenture and the Securities, upon the occurrence of a
Change of Control (as defined below), each Holder of a Security shall have the
right to have such Security repurchased by the Issuer on the terms and
conditions precedent set forth in this Section 10.17 and otherwise in this
Indenture. The Issuer shall, within 30 days following the date of the
consummation of a transaction resulting in a Change of Control, mail an Offer
with respect to an Offer to Purchase all Outstanding Securities at a purchase
price equal to 101% of their principal amount plus accrued interest to but
excluding the date of purchase. Installments of interest (including Special
Interest) whose Stated Maturity is on or prior to the Purchase Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 3.07. Each Holder
shall be entitled to tender all or any portion of the Securities owned by such
Holder pursuant to the Offer to Purchase, subject to the requirement that any
portion of a Security tendered must be tendered in an integral multiple of
$1,000 principal amount at maturity.

            (b) The Issuer and Trustee shall perform their respective
obligations specified in the Offer for the Offer to Purchase. Prior to the
Purchase Date, the Issuer shall (i) accept for payment Securities or portions
thereof tendered pursuant to the Offer, (ii) deposit with the Paying Agent (or,
if the Issuer is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.03) money sufficient to pay the purchase price of all
Securities or portions thereof so accepted and (iii) deliver or cause


                                      -110-

<PAGE>

to be delivered to the Trustee all Securities so accepted together with an
Officers' Certificate stating the Securities or portions thereof accepted for
payment by the Issuer. The Paying Agent shall promptly mail or deliver to
Holders of Securities so accepted payment in an amount equal to the purchase
price, and the Trustee shall promptly authenticate and mail or deliver to such
Holders a new Security or Securities equal in principal amount to any
unpurchased portion of the Security surrendered as requested by the Holder. Any
Security not accepted for payment shall be promptly mailed or delivered by the
Issuer to the Holder thereof.

            (c) A "Change of Control" shall be deemed to have occurred in the
event that, after the date of this Indenture, either (i) a "person" or "group"
(within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) becomes
the ultimate "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act) of more than 35% of the total voting power of the Voting Stock of the
Guarantor, on a fully diluted basis, and such ownership is greater than the
amount of voting power of the Voting Stock of the Guarantor, on a fully diluted
basis, held by the Existing Stockholders and their Affiliates on such date; (ii)
individuals who on the date of this Indenture constitute the Board of Directors
(together with any new directors whose election by the Board of Directors or
whose nomination for election by the Guarantor's stockholders was approved by a
vote of at least two-thirds of the members of the Board of Directors then in
office who either were members of the Board of Directors on the date of this
Indenture or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the members of the
Board of Directors then in office; or (iii) all of the Common Stock of the
Issuer is not beneficially owned by the Guarantor (other than directors'
qualifying shares).

            (d) In the event that the Issuer makes an Offer to Purchase the
Securities, the Issuer and the Guarantor shall comply with any applicable
securities laws and regulations, including any applicable requirements of
Section 14(e) of, and Rule 14e-1 under, the Securities Exchange Act.

            SECTION 10.18. Provision of Financial Information. The Guarantor and
the Issuer have agreed that, for so long as any Securities remain Outstanding,
each will furnish to the holders of the Securities 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. In addition, the
Guarantor and the Issuer will file with the Trustee


                                      -111-

<PAGE>

within 15 days after it files them with the Commission copies of the annual and
quarterly reports and the information, documents, and other reports that the
Guarantor or the Issuer is required to file with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act ("SEC Reports"). In the event the
Guarantor or the Issuer shall cease to be required to file SEC Reports pursuant
to the Exchange Act, the Guarantor and the Issuer will nevertheless continue to
file such reports with the Commission (unless the Commission will not accept
such a filing) and the Trustee. The Guarantor and the Issuer will furnish copies
of the SEC Reports to the holders of Securities at the time the Guarantor or the
Issuer is required to file the same with the Trustee and will make such
information available to investors who request it in writing.

            SECTION 10.19. Statement by Officers as to Default. (a) The Issuer
and the Guarantor will deliver to the Trustee, within 120 days after the end of
each fiscal year of the Guarantor ending after the date hereof, an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Guarantor or the Issuer is in default in the performance and observance of
any of the terms, provisions and conditions of Sections 10.04 to 10.18,
inclusive, and if the Guarantor or the Issuer shall be in default, specifying
all such defaults and the nature and status thereof of which they may have
knowledge.

            (b) The Issuer and the Guarantor shall deliver to the Trustee, as
soon as possible and in any event within 10 days after the Issuer or the
Guarantor becomes aware of the occurrence of an Event of Default or an event
which, with notice or the lapse of time or both, would constitute an Event of
Default, an Officers' Certificate setting forth the details of such Event of
Default or default and the action which the Issuer or the Guarantor proposes to
take with respect thereto.

            SECTION 10.20. Waiver of Certain Covenants. The Issuer or the
Guarantor, as applicable, may omit in any particular instance to comply with any
covenant or condition set forth in Sections 10.04 to 10.17, inclusive, if before
or after the time for such compliance the Holders of at least a majority in
aggregate principal amount at maturity of the Outstanding Securities shall, by
Act of such Holders, either waive such compliance in such instance or generally
waive compliance with such covenant or condition, but no such waiver shall
extend to or affect such covenant or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the
Issuer and the Guarantor and the duties of the Trustee in respect of any such
covenant or condition shall remain in full force and effect.


                                      -112-

<PAGE>

            SECTION 10.21. Paying Agent. The Issuer shall not authorize or
designate any Person (including the Trustee) as a Paying Agent hereunder unless
such Person is located outside of the United Kingdom.

                                   ARTICLE XI

                            Redemption of Securities

            SECTION 11.01. Right of Redemption. (a) At any time prior to
November 15, 2002, in the event that the Guarantor receives net cash proceeds
from the public or private sale of its Common Stock (other than Disqualified
Stock), the Issuer (to the extent it receives such proceeds and has not used
such proceeds, directly or indirectly, to redeem or repurchase other securities
pursuant to optional redemption provisions) may, at its option, apply an amount
equal to any such net cash proceeds to redeem, from time to time, Securities in
a principal amount at maturity of up to an aggregate amount equal to 33 1/3% of
the original aggregate principal amount at maturity of the Securities; provided,
however, that Securities in an amount equal to at least 66 2/3% of the original
aggregate principal amount at maturity of the Securities remain Outstanding
after each redemption. Each redemption must occur on a Redemption Date within
180 days of the related sale and upon not less than 30 nor more than 60 days'
notice by mail to each Holder of Securities to be redeemed at such Holder's
address appearing in the Security Register, in amounts of $1,000 or an integral
multiple of $1,000 at a Redemption Price of 109.875% of the principal amount of
the Securities plus accrued interest to but excluding the Redemption Date
(subject to, in the case of a Global Security in bearer form, the right of the
Holder thereof and, in the case of Definitive Securities, the right of Holders
of record on the relevant Regular Record Date, to receive Interest due on an
Interest Payment Date that is on or prior to the Redemption Date).

            (b) In the event that (i) the Guarantor or the Issuer has become or
would become obligated to pay any Additional Amounts as a result of (x) changes
affecting withholding tax laws or (y) a Listing Failure (as defined herein)
provided that the Issuer has used reasonable best efforts to list and maintain
the listing of the Securities on a "recognized stock exchange" (within the
meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as
provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable
to avoid the requirement to pay such Additional Amounts by taking reasonable
measures available to them (including, without limitation, the Guarantor making
payments directly to holders under the


                                      -113-

<PAGE>

Securities Guarantee, unless such payment is likely to result in adverse
consequences to the Issuer or the Guarantor), then the Issuer may redeem all,
but not less than all, of the Securities at any time at 100% of the principal
amount thereof on the Redemption Date, together with accrued interest thereon,
if any, to but excluding the Redemption Date (subject to, in the case of a
Global Security in bearer form, the right of the Holder thereof and, in the case
of Definitive Securities, the right of Holders of record on the relevant Regular
Record Date, to receive Interest due on an Interest Payment Date that is on or
prior to the Redemption Date). Prior to the publication of the notice of
redemption in accordance with the foregoing, the Issuer shall deliver to the
Trustee an officer's certificate stating that the Issuer is entitled to effect
such redemption based on a written opinion of independent tax counsel or
accounting firm reasonably satisfactory to the Trustee.

            (c) The Securities further may be redeemed, as a whole or in part,
at the election of the Issuer, at any time on or after November 15, 2004 and
prior to maturity, upon not less than 30 nor more than 60 days' notice by mail
to each Holder of Securities to be redeemed at such Holder's address appearing
in the Security Register, in amounts of $1,000 or an integral multiple of
$1,000, at the Redemption Prices specified in the form of Security hereinbefore
set forth, together with accrued interest to but excluding the Redemption Date
(subject to, in the case of a Global Security in bearer form, the right of the
Holder thereof and, in the case of Definitive Securities, the right of Holders
of record on the relevant Regular Record Date, to receive Interest due on an
Interest Payment Date that is on or prior to the Redemption Date).

            SECTION 11.02. Applicability of Article. Redemption of Securities at
the election of the Issuer, as permitted or required by any provision of this
Indenture, shall be made in accordance with such provision and this Article.

            SECTION 11.03. Election To Redeem; Notice to Trustee. The election
of the Issuer to redeem any Securities pursuant to Section 11.01 shall be
evidenced by a Board Resolution. In case of any redemption at the election of
the Issuer of less than all the Securities, the Issuer shall, at least 5 days
prior to giving notice of such redemption pursuant to Section 11.05 (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee in
writing of such Redemption Date and of the principal amount of Securities to be
redeemed. In the case of any redemption of Securities prior to the expiration of
any restriction on such redemption provided in the terms of


                                      -114-

<PAGE>

such Securities or elsewhere in this Indenture, the Issuer shall furnish the
Trustee with an Officers' Certificate evidencing compliance with such
restriction.

            SECTION 11.04. Securities To Be Redeemed Pro Rata. If less than all
the Securities are to be redeemed in any redemption, the Securities to be
redeemed shall be selected by the Trustee by prorating, as nearly as may be
practicable, the principal amount at maturity of Securities to be redeemed. In
any proration pursuant to this Section, the Trustee shall make such adjustments,
reallocations and eliminations as it shall deem proper to the end that the
principal amount at maturity of Securities so prorated shall be $1,000 or a
multiple thereof, by increasing or decreasing or eliminating the amount which
would be allocable to any Holder on the basis of exact proportion by an amount
not exceeding $1,000. The Trustee in its discretion may determine the particular
Securities (if there are more than one) registered in the name of any Holder
which are to be redeemed, in whole or in part. The Trustee shall incur no
liabilities for any selection made pursuant to this Section 11.04.

            The Trustee shall promptly notify the Issuer and each Security
Registrar in writing of the Securities selected for redemption and, in the case
of any Securities selected for partial redemption, the principal amount at
maturity thereof to be redeemed.

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

            SECTION 11.05. Notice of Redemption. Notice of redemption shall be
given by first-class mail, postage prepaid, mailed not less than 30 nor more
than 60 days prior to the Redemption Date, to each Holder of Securities to be
redeemed, at such Holder's address appearing in the Security Register.

            All notices of redemption shall state:

            (1) the Redemption Date,

            (2) the Redemption Price,

            (3) whether the redemption is being made pursuant to Section
      11.01(a), (b) or (c) and, if being made pursuant to Section 11.01(a) or
      (b), a brief statement


                                      -115-

<PAGE>

      setting forth the Issuer's right to effect such redemption and the
      Issuer's basis therefor,

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

            (5) that on the Redemption Date the Redemption Price will become due
      and payable upon each such Security to be redeemed and that interest
      thereon will cease to accrue on and after said date,

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

            (7) that in the case that a Security is only redeemed in part, the
      Issuer shall execute and the Trustee shall authenticate and deliver to the
      Holder of such Security without service charge, a new Security or
      Securities in an aggregate amount equal to the unredeemed portion of the
      Security.

            Notice of redemption of Securities to be redeemed at the election of
the Issuer shall be given by the Issuer or, at the Issuer's request, by the
Trustee in the name and at the expense of the Issuer. If so requested by the
Issuer, the Trustee shall mail any such notice not later than the date specified
for mailing by the Issuer, which shall not be sooner than 5 days after receipt
by the Trustee of such request (unless a shorter period shall be satisfactory to
the Trustee).

            SECTION 11.06. Deposit of Redemption Price. Prior to any Redemption
Date, the Issuer shall deposit with the Trustee or with a Paying Agent (or, if
the Issuer is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.03) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Securities which are to be redeemed on that date.

            SECTION 11.07. Securities Payable on Redemption Date. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Issuer shall default
in the payment of the Redemption Price and accrued interest) such Securities
shall cease to bear interest. Upon surrender of any such Security for


                                      -116-

<PAGE>

redemption in accordance with said notice, such Security shall be paid by the
Issuer at the Redemption Price, together with accrued interest to but excluding
the Redemption Date; provided, however, that installments of interest whose
Stated Maturity is on or prior to the Redemption Date shall be payable to the
bearer of such Security, in the case of a Global Security in bearer form, and,
in the case of a Definitive Security, to Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
3.07.

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

            SECTION 11.08. Securities Redeemed in Part. Any Security which is to
be redeemed only in part shall be surrendered at an office or agency of the
Issuer designated for that purpose pursuant to Section 10.02 (with, if the
Issuer or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Issuer and the Trustee duly executed by,
the Holder thereof or his attorney duly authorized in writing), and the Issuer
shall execute, and the Trustee shall authenticate and deliver to the Holder of
such Security without service charge, a new Security or Securities of like
tenor, of any authorized denomination as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed portion of the
principal of the Security so surrendered.

                                   ARTICLE XII

                             Discharge of Indenture

            SECTION 12.01. Termination of Issuer's Obligations. Except as
otherwise provided in this Section 12.01, each of the Issuer and the Guarantor
may terminate its obligations under the Securities and this Indenture if:

            (a) all Securities previously authenticated and delivered (other
      than destroyed, lost or stolen Securities that have been replaced or
      Securities for whose payment money or securities have theretofore been
      held in trust and thereafter repaid to the Issuer, as provided in Section
      12.05) have been delivered to the Trustee for cancelation and the Issuer
      has paid all sums payable by it hereunder; or


                                      -117-

<PAGE>

            (b)(i) all such Securities mature within one year or all of them are
      to be called for redemption within one year under arrangements
      satisfactory to the Trustee for giving the notice of redemption, (ii) the
      Issuer irrevocably deposits in trust with the Trustee during such one-year
      period, under the terms of an irrevocable trust agreement in form
      satisfactory to the Trustee, as trust funds solely for the benefit of the
      Holders of such Securities for that purpose, money or U.S. Government
      Obligations sufficient (in the opinion of a nationally recognized firm of
      independent public accountants expressed in a written certification
      thereof delivered to the Trustee), without consideration of any
      reinvestment of any interest thereon, to pay principal, premium, if any,
      and interest on such Securities to maturity or redemption, as the case may
      be, and to pay all other sums payable by it hereunder, (iii) no Default or
      Event of Default with respect to the Securities shall have occurred and be
      continuing on the date of such deposit, (iv) such deposit will not result
      in a breach or violation of, or constitute a default under, this Indenture
      or any other agreement or instrument to which the Guarantor or the Issuer
      is a party or by which it is bound, (v) if at such time the Securities are
      listed on a national securities exchange, the Securities will not be
      delisted as a result of such deposit, defeasance and discharge, and (vi)
      the Issuer has delivered to the Trustee an Officers' Certificate and an
      Opinion of Counsel, in each case stating that all conditions precedent
      provided for herein relating to the satisfaction and discharge of this
      Indenture have been complied with.

            With respect to the foregoing clause (a), the Issuer's obligations
under Section 6.07 shall survive. With respect to the foregoing clause (b), the
Issuer's obligations in Sections 3.03, 3.04, 3.05, 3.06, 3.07, 10.01, 10.09,
6.07, 6.10, 6.11, 12.04, 12.05 and 12.06 shall survive until the Securities have
matured or have been redeemed. Thereafter, only the Issuer's obligations in
Sections 6.07, 12.05 and 12.06 shall survive. After any such irrevocable
deposit, the Trustee upon written request shall acknowledge in writing the
discharge of the Issuer's obligations under the Securities and this Indenture,
and the Guarantor's obligations under the Guarantee and this Indenture, except
for those surviving obligations specified above.

            SECTION 12.02. Defeasance and Discharge of Indenture. The Issuer
will be deemed to have paid and will be discharged from any and all obligations
in respect of the


                                      -118-

<PAGE>

Securities on the 123rd day after the date of the deposit referred to in clause
(a) of this Section 12.02 if:

            (a) with reference to this Section 12.02, the Issuer has irrevocably
      deposited or caused to be irrevocably deposited with the Trustee and has
      conveyed all right, title and interest for the benefit of the Holders,
      under the terms of an irrevocable trust agreement in form satisfactory to
      the Trustee as trust funds in trust, specifically pledged to the Trustee
      for the benefit of the Holders as security for payment of the principal
      of, premium, if any, and interest, if any, on the Securities, and
      dedicated solely to, the benefit of the Holders, in and to (i) money in an
      amount, (ii) U.S. Government Obligations that, through the payment of
      interest, premium, if any, and principal in respect thereof in accordance
      with their terms, will provide, not later than one day before the due date
      of any payment referred to in this clause (a), money in an amount or (iii)
      a combination thereof in an amount sufficient, in the opinion of a
      nationally recognized firm of independent public accountants expressed in
      a written certification thereof delivered to the Trustee, to pay and
      discharge, without consideration of the reinvestment of such interest and
      after payment of all federal, state and local taxes or other charges and
      assessments in respect thereof payable by the Trustee, the principal of,
      premium, if any, and accrued interest on the Outstanding Securities at the
      Stated Maturity of such principal or interest or upon earlier redemption;
      provided that the Trustee shall have been irrevocably instructed to apply
      such money or the proceeds of such U.S. Government Obligations to the
      payment of such principal, premium, if any, and interest with respect to
      the Securities and to give any related notice of redemption;

            (b) such deposit will not result in a breach or violation of, or
      constitute a default under, this Indenture or any other agreement or
      instrument to which the Guarantor, the Issuer or any of their Subsidiaries
      is a party or by which the Guarantor, the Issuer or any of their
      Subsidiaries is bound;

            (c) immediately after giving effect to such deposit on a pro forma
      basis, no Default or Event of Default, or event that after the giving of
      notice or lapse of time or both could become a Default or Event of
      Default, shall have occurred and be continuing on the date of such deposit
      or during the period ending on the 123rd day after the date of such
      deposit;


                                      -119-

<PAGE>

            (d) the Issuer shall have delivered to the Trustee either (i) a
      ruling based on relevant law and practice at the time directed to the
      Trustee from the Inland Revenue or other relevant tax authority to the
      effect that the Holders will not recognize income, gain or loss for U.K.
      income tax or other tax purposes as a result of the Issuer's exercise of
      its option under this Section 12.02, disregarding income tax on any
      amounts that would have been received but for such exercise of its option
      under this Section 12.02, and will be subject to U.K. income tax on the
      same amount and in the same manner and at the same time as would have been
      the case if such option had not been exercised or (ii) an Opinion of
      Counsel to the same effect as the ruling described in clause (i) above;

            (e) the Issuer shall have delivered to the Trustee (i) either (A) a
      ruling directed to the Trustee received from the Internal Revenue Service
      to the effect that the Holders will not recognize additional income, gain
      or loss for U.S. federal income tax purposes as a result of the Issuer's
      exercise of its option under this Section 12.02 and will be subject to
      U.S. federal income tax on the same amount and in the same manner and at
      the same times as would have been the case if such option had not been
      exercised or (B) an Opinion of Counsel to the same effect as the ruling
      described in clause (A) above accompanied by a ruling to that effect
      published by the Internal Revenue Service, unless there has been a change
      in the relevant U.S. federal income tax law since the date of this
      Indenture and (ii) an Opinion of Counsel to the effect that (A) the
      creation of the defeasance trust does not violate the Investment Company
      Act of 1940 and (B) after the passage of 123 days following the deposit
      (except, with respect to any trust funds for the account of any Holder who
      may be deemed to be "connected" with the Issuer for purposes of the
      Insolvency Act 1986 after two years following the deposit), the trust
      funds will not be subject to the effect of Section 547 of the United
      States Bankruptcy Code or Section 15 of the New York Debtor and Creditor
      Law and either (I) the trust funds will no longer remain the property of
      the Issuer (and therefore will not be subject to the effect of any
      applicable bankruptcy, insolvency, reorganization or similar laws
      affecting creditors' rights generally) or (II) if a court were to rule
      under any such law in any case or proceeding that the trust funds remained
      property of the Issuer (1) assuming such trust funds remained in the
      possession of the Trustee prior to such court ruling to the extent not
      paid to the Holders, the Trustee will hold, for the benefit of the
      Holders, a


                                      -120-

<PAGE>

      valid and perfected security interest in such trust funds that is not
      avoidable in bankruptcy or otherwise and (2) no property, rights in
      property or other interests granted to the Trustee or the Holders in
      exchange for, or with respect to, such trust funds will be subject to any
      prior rights of holders of other Debt of the Issuer or any of its
      Securities;

            (f) if at such time the Securities are listed on a national
      securities exchange, the Issuer shall have delivered to the Trustee an
      Opinion of Counsel to the effect that the Securities will not be delisted
      as a result of the Issuer's exercise of its opinion under this Section
      12.02; and

            (g) the Issuer shall have delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, in each case stating that all
      conditions precedent provided for herein relating to the defeasance
      contemplated by this Section 12.02 have been complied with.

            Notwithstanding the foregoing, prior to the end of the post deposit
period referred to in clause (e)(ii)(B) of this Section 12.02, none of the
Issuer's obligations under this Indenture shall be discharged. Subsequent to the
end of such period with respect to this Section 12.02, the Issuer's obligations
in Sections 3.03, 3.04, 3.05, 3.06, 3.07, 10.01, 10.09, 6.07, 6.10, 6.11, 12.04,
12.05 and 12.06 shall survive until the Securities mature or are redeemed.
Thereafter, only the Issuer's obligations in Sections 6.07, 12.05 and 12.06
shall survive. If and when a ruling from the Internal Revenue Service or an
Opinion of Counsel referred to in clause (e)(i) of this Section 12.02 may be
provided specifically without regard to, and not in reliance upon, the
continuance of the Issuer's obligations under Section 10.01, then the Issuer's
obligations under such sentence shall cease upon delivery to the Trustee of such
ruling or Opinion of Counsel and compliance with the other conditions precedent
provided for herein relating to the defeasance contemplated by this Section
12.02.

            After any such irrevocable deposit, the Trustee upon request shall
acknowledge in writing the discharge of the Issuer's obligations under the
Securities, any Subsidiary Guarantee, if any, and this Indenture except for
those surviving obligations in the immediately preceding paragraph.

            SECTION 12.03. Defeasance of Certain Obligations. The Issuer may
omit to comply with any term, provision or condition set forth in clauses (3)
and (4) of Section 8.01 and Sections 10.05 through 10.18 (except for
Section 10.09


                                      -121-

<PAGE>

and any covenant otherwise required by the TIA), and clause (d) of Section 5.01
with respect to clauses (3) and (4) of Section 8.01, clauses (d) and (e) of
Section 5.01 with respect to Sections 10.05 through 10.18, except as aforesaid,
and clauses (c), (f) and (g) of Section 5.01 shall be deemed not to be Events of
Default, in each case with respect to the Outstanding Securities if:

            (a) with reference to this Section 12.03, the Issuer has irrevocably
      deposited or caused to be irrevocably deposited with the Trustee and
      conveyed all right, title and interest to the Trustee for the benefit of
      the Holders, under the terms of an irrevocable trust agreement in form and
      substance satisfactory to the Trustee as trust funds in trust,
      specifically pledged to the Trustee for the benefit of the Holders as
      security for payment of the principal of, premium, if any, and interest,
      if any, on the Securities, and dedicated solely to, the benefit of the
      Holders, in and to (i) money in an amount, (ii) U.S. Government
      Obligations that, through the payment of interest and principal in respect
      thereof in accordance with their terms, will provide, not later than one
      day before the due date of any payment referred to in this clause (a),
      money in an amount or (iii) a combination thereof in an amount sufficient,
      in the opinion of a nationally recognized firm of independent public
      accountants expressed in a written certification thereof delivered to the
      Trustee, to pay and discharge, without consideration of the reinvestment
      of such interest and after payment of all federal, state and local taxes
      or other charges and assessments in respect thereof payable by the
      Trustee, the principal of, premium, if any, and interest on the
      Outstanding Securities on the Stated Maturity or upon earlier redemption
      of such principal or interest; provided that the Trustee shall have been
      irrevocably instructed to apply such money or the proceeds of such U.S.
      Government Obligations to the payment of such principal, premium, if any,
      and interest with respect to the Securities and to give any related notice
      of redemption;

            (b) such deposit will not result in a breach or violation of, or
      constitute a default under, this Indenture or any other agreement or
      instrument to which the Guarantor, the Issuer or any of their Subsidiaries
      is a party or by which the Guarantor, the Issuer or any of their
      Subsidiaries is bound;

            (c) immediately after giving effect to such deposit or a pro forma
      basis, no Default or Event of Default, or event that after the giving of
      notice or


                                      -122-

<PAGE>

      lapse of time or both would become a Default or Event of Default, shall
      have occurred and be continuing on the date of such deposit or during the
      period ending on the 123rd day after the day of such deposit;

            (d) the Issuer has delivered to the Trustee an Opinion of Counsel to
      the effect that (i) the creation of the defeasance trust does not violate
      the Investment Company Act of 1940, (ii) the Holders will not recognize
      income, gain or loss for U.S. federal income tax purposes as a result of
      such deposit and the defeasance of the obligations referred to in the
      first paragraph of this Section 12.03 and will be subject to U.S. federal
      income tax on the same amount and in the same manner and at the same times
      as would have been the case if such deposit and defeasance had not
      occurred and (iii) after the passage of 123 days following the deposit
      (except with respect to any trust funds for the account of any Holder who
      may be deemed to be "connected" with the Issuer for purposes of the
      Insolvency Act 1986 after two years following the deposit), the trust
      funds will not be subject to the effect of Section 547 of the United
      States Bankruptcy Code or Section 15 of the New York Debtor and Creditor
      Law, and either (A) the trust funds will no longer remain the property of
      the Issuer (and therefore will not be subject to the effect of any
      applicable bankruptcy, insolvency, reorganization or similar laws
      affecting creditor's rights generally) or (B) if a court were to rule
      under any such law in any case or proceeding that the trust funds remained
      property of the Issuer (1) assuming such trust funds remained in the
      possession of the Trustee prior to such court ruling to the extent not
      paid to the Holders, the Trustee will hold, for the benefit of the
      Holders, a valid and perfected security interest in such trust funds that
      is not avoidable in bankruptcy or otherwise and (2) no property, rights in
      property or other interests granted to the Trustee or the Holders in
      exchange for, or with respect to, such trust funds will be subject to any
      prior rights or holders of other Indebtedness of the Issuer or any of its
      Securities;

            (e) if at such time the Securities are listed on a national
      securities exchange, the Issuer has delivered to the Trustee an Opinion of
      Counsel to the effect that the Securities will not be delisted as a result
      of the Issuer's exercise of its option under Section 12.03; and

            (f) the Issuer has delivered to the Trustee an Officers' Certificate
      and an Opinion of Counsel, in each case stating that all conditions
      precedent


                                      -123-

<PAGE>

      provided for herein relating to the defeasance contemplated by this
      Section 12.03 have been complied with.

            SECTION 12.04. Application of Trust Money. Subject to Section 12.06,
the Trustee or Paying Agent shall hold in trust money or U.S. Government
Obligations deposited with it pursuant to Section 12.01, 12.02 or 12.03, as the
case may be, and shall apply the deposited money and the money from U.S.
Government Obligations in accordance with the Securities and this Indenture to
the payment of principal of, premium, if any, and interest on the Securities;
but such money need not be segregated from other funds except to the extent
required by law.

            SECTION 12.05. Repayment to Issuer. Subject to Sections 6.07, 12.01,
12.02 and 12.03, the Trustee and the Paying Agent shall promptly pay to the
Issuer upon request set forth in an Officers' Certificate any excess money held
by them at any time and thereupon shall be relieved from all liability with
respect to such money. The Trustee and the Paying Agent shall pay to the Issuer
any money held by them for the payment of principal, premium, if any, or
interest that remains unclaimed in accordance with Section 10.02.

            SECTION 12.06. Reinstatement. If the Trustee or Paying Agent is
unable to apply any money or U.S. Government Obligations in accordance with
Section 12.01, 12.02 or 12.03, as the case may be, 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
Issuer's obligations under this Indenture, the Securities Guarantee, and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Section 12.01, 12.02 or 12.03, as the case may be, until such time
as the Trustee or Paying Agent is permitted to apply all such money or U.S.
Government Obligations in accordance with Section 12.01, 12.02 or 12.03, as the
case may be; provided that, if the Issuer has made any payment of principal of,
premium, if any, or interest on any Securities because of the reinstatement of
its obligations, the Issuer shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money or U.S. Government
Obligations held by the Trustee or Paying Agent.

            SECTION 12.07. Insiders. With respect to the determination of the
Persons constituting beneficial owners of Securities and whether any such Person
is "connected" with the Issuer for purposes of Sections 12.02(e)(ii)(B) and
12.03(d)(iii), the Trustee may rely on an Officers' Certificate.


                                      -124-

<PAGE>

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

Dated:

The Common Seal of
RSL COMMUNICATIONS PLC
was hereto affixed in
the presence of:

[SEAL]

                                    RSL COMMUNICATIONS PLC,

                                      by  /s/ Itzhak Fisher
                                          ----------------------
                                          Name: Itzhak Fisher
                                          Title: Director, President and CEO

                                      by  /s/ Jacob Schuster
                                          ----------------------
                                          Name: Jacob Schuster
                                          Title: Director and Secretary

                                    THE CHASE MANHATTAN BANK,

                                      by  /s/ Andrew Deck
                                          ----------------------
                                          Name: Andrew Deck
                                          Title: Vice President

                                    RSL COMMUNICATIONS, LTD.,

                                      by  /s/ Itzhak Fisher
                                          ----------------------
                                          Name: Itzhak Fisher
                                          Title: Director, President and CEO


                                      -125-

<PAGE>

                                                ANNEX A -- Form of
                                                Regulation S Certificate

                            REGULATION S CERTIFICATE

               (For transfers pursuant to ss. 3.05(b)(i) and (iii)
                                of the Indenture)

The Chase Manhattan Bank,
  as Trustee
450 West 33rd Street, 15th Floor
New York, NY 10001
Attention:  Global Trust Services

       Re:  9 7/8% Senior Notes due 2009 of
            RSL Communications PLC (the "Securities")

            Reference is made to the Indenture, dated as of May 13, 1999 (the
"Indenture"), between RSL Communications PLC (the "Issuer"), RSL Communications,
Ltd. (the "Guarantor") and The Chase Manhattan Bank, as Trustee. Terms used
herein and defined in the Indenture or in Regulation S or Rule 144 under the
U.S. Securities Act of 1933, as amended (the "Securities Act") are used herein
as so defined.

            This certificate relates to U.S. $____________ principal amount at
maturity of Securities, which are evidenced by the following certificate(s) (the
"Specified Securities"):

            CUSIP No(s). ___________________________

            CERTIFICATE No(s). _____________________

The person in whose name this certificate is executed below (the "Undersigned")
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Securities or (ii) it is acting on behalf of all the beneficial owners
of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner".
If the Specified Securities are represented by a Global Security, they are held
through the Book-Entry Depositary who issued a Depositary Interest to the
Depositary (or its nominee) who holds such interest in the name of the
Undersigned. If the Specified Securities are not represented by a Global
Security, they are registered in the name of the Undersigned, as or on behalf of
the Owner.

            The Owner has requested that the Specified Securities be transferred
to a person (the "Transferee") who will take delivery in the form of a
Regulation S Security. In connection with such transfer, the Owner hereby
certifies that, unless such transfer is being effected pursuant to an effective
registration statement under the Securities Act, it is being effected in
accordance with Rule 904 or Rule 144


                                       A-1

<PAGE>

under the Securities Act and with all applicable securities laws of the states
of the United States and other jurisdictions. Accordingly, the Owner hereby
further certifies as follows:

            (1) Rule 904 Transfers. If the transfer is being effected in
      accordance with Rule 904:

                  (A) the Owner is not a distributor of the Securities, an
            affiliate of the Issuer or any such distributor or a person acting
            on behalf of any of the foregoing;

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

                  (C) either:

                        (i) at the time the buy order was originated, the
                  Transferee was outside the United States or the Owner and any
                  person acting on its behalf reasonably believed that the
                  Transferee was outside the United States, or

                        (ii) the transaction is being executed in, on or through
                  the facilities of the Eurobond market, as regulated by the
                  Association of International Bond Dealers, or another
                  designated offshore securities market and neither the Owner
                  nor any person acting on its behalf knows that the transaction
                  has been prearranged with a buyer in the United States;

                  (D) no directed selling efforts have been made in the United
            States by or on behalf of the Owner or any affiliate thereof;

                  (E) if the Owner is a dealer in securities or has received a
            selling concession, fee or other remuneration in respect of the
            Specified Securities, and the transfer is to occur during the
            Restricted Period, then the requirements of Rule 904(c)(1) have been
            satisfied; and

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

            (2) Rule 144 Transfers. If the transfer is being effected pursuant
      to Rule 144:


                                       A-2

<PAGE>

                  (A) the transfer is occurring after a holding period of at
            least one year (computed in accordance with paragraph (d) of Rule
            144) has elapsed since the Specified Securities were last acquired
            from the Issuer or from an affiliate of the Issuer, whichever is
            later, and is being effected in accordance with the applicable
            amount, manner of sale and notice requirements of Rule 144; or

                  (B) the transfer is occurring after a holding period of at
            least two years (computed in accordance with paragraph (d) of Rule
            144) has elapsed since the Specified Securities were last acquired
            from the Issuer or from an affiliate of the Issuer, whichever is
            later, and the Owner is not, and during the preceding three months
            has not been, an affiliate of the Issuer.

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Issuer and the Purchaser.

Dated:                               ___________________________________
                                     (Print the name of the Undersigned,
                                     as such term is defined in the
                                     second paragraph of this
                                     certificate.)

                                     by
                                         ----------------------
                                         Name:
                                         Title:

                                     (If the Undersigned is a corporation,
                                     partnership or fiduciary, the title of the
                                     person signing on behalf of the Undersigned
                                     must be stated.)


                                       A-3

<PAGE>

                                           ANNEX B -- Form of Restricted
                                           Securities Certificate

                        RESTRICTED SECURITIES CERTIFICATE

              (For transfers pursuant to ss. 3.05(b)(ii) and (iii)
                                of the Indenture)

The Chase Manhattan Bank,
  as Trustee
450 West 33rd Street, 15th Floor
New York, NY 10001
Attention:  Global Trust Services

      Re:   9 7/8% Senior Notes due 2009 of
            RSL Communications PLC (the "Securities")

            Reference is made to the Indenture, dated as of May 13, 1999 (the
"Indenture"), between RSL Communications PLC (the "Issuer"), RSL Communications,
Ltd. (the "Guarantor") and The Chase Manhattan Bank, as Trustee. Terms used
herein and defined in the Indenture or in Regulation S or Rule 144 under the
U.S. Securities Act of 1933, as amended (the "Securities Act") are used herein
as so defined.

            This certificate relates to U.S. $_____________ principal amount at
maturity of Securities, which are evidenced by the following certificate(s) (the
"Specified Securities"):

            CUSIP No(s). ___________________________

            CERTIFICATE No(s). _____________________

The person in whose name this certificate is executed below (the "Undersigned")
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Securities or (ii) it is acting on behalf of all the beneficial owners
of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner".
If the Specified Securities are represented by a Global Security, they are held
through the Book-Entry Depositary who issued a Depositary Interest to the
Depositary (or its nominee) who holds such interest in the name of the
Undersigned. If the Specified Securities are not represented by a Global
Security, they are registered in the name of the Undersigned, as or on behalf of
the Owner.

            The Owner has requested that the Specified Securities be transferred
to a person (the "Transferee") who will take delivery in the form of a
Restricted Security. In connection with such transfer, the Owner hereby
certifies that, unless such transfer is being effected pursuant to an


                                       B-1

<PAGE>

effective registration statement under the Securities Act, it is being effected
in accordance with Rule 144A or Rule 144 under the Securities Act and all
applicable securities laws of the states of the United States and other
jurisdictions. Accordingly, the Owner hereby further certifies as follows:

            (1) Rule 144A Transfers. If the transfer is being effected in
      accordance with Rule 144A:

                  (A) the Specified Securities are being transferred to a person
            that the Owner and any person acting on its behalf reasonably
            believe is a "qualified institutional buyer" within the meaning of
            Rule 144A, acquiring for its own account or for the account of a
            qualified institutional buyer; and

                  (B) the Owner and any person acting on its behalf have taken
            reasonable steps to ensure that the Transferee is aware that the
            Owner may be relying on Rule 144A in connection with the transfer;
            and

            (2) Rule 144 Transfers. If the transfer is being effected pursuant
      to Rule 144:

                  (A) the transfer is occurring after a holding period of at
            least one year (computed in accordance with paragraph (d) of Rule
            144) has elapsed since the Specified Securities were last acquired
            from the Issuer or from an affiliate of the Issuer, whichever is
            later, and is being effected in accordance with the applicable
            amount, manner of sale and notice requirements of Rule 144; or

                  (B) the transfer is occurring after a holding period of at
            least two years (computed in accordance with paragraph (d) of Rule
            144) has elapsed since the Specified Securities were last acquired
            from the Issuer or from an affiliate of the Issuer, whichever is
            later, and the Owner is not, and during the preceding three months
            has not been, an affiliate of the Issuer.


                                       B-2

<PAGE>

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Issuer and the Purchaser.

Dated:                               ___________________________________
                                     (Print the name of the Undersigned,
                                     as such term is defined in the
                                     second paragraph of this
                                     certificate.)

                                     by
                                         ----------------------
                                         Name:
                                         Title:

                                     (If the Undersigned is a corporation,
                                     partnership or fiduciary, the title of the
                                     person signing on behalf of the Undersigned
                                     must be stated.)


                                       B-3

<PAGE>

                                         ANNEX C -- Form of Unrestricted
                                         Securities Certificate

                       UNRESTRICTED SECURITIES CERTIFICATE

(For removal of Securities Act Legends pursuant to ss. 3.05(c))

The Chase Manhattan Bank,
  as Trustee
450 West 33rd Street, 15th Floor
New York, NY 10001
Attention:  Global Trust Services

      Re:   9 7/8% Senior Notes due 2009 of
            RSL Communications PLC (the "Securities")

            Reference is made to the Indenture, dated as of May 13, 1999 (the
"Indenture"), between RSL Communications PLC (the "Issuer"), RSL Communications,
Ltd. (the "Guarantor") and The Chase Manhattan Bank, as Trustee. Terms used
herein and defined in the Indenture or in Regulation S or Rule 144 under the
U.S. Securities Act of 1933, as amended (the "Securities Act") are used herein
as so defined.

            This certificate relates to U.S. $_____________ principal amount at
maturity of Securities, which are evidenced by the following certificate(s) (the
"Specified Securities"):

            CUSIP No(s). ___________________________

            CERTIFICATE No(s). _____________________

The person in whose name this certificate is executed below (the "Undersigned")
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Securities or (ii) it is acting on behalf of all the beneficial owners
of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner".
If the Specified Securities are represented by a Global Security, they are held
through the Book-Entry Depositary who issued a Depositary Interest to the
Depositary (or its nominee) who holds such interest in the name of the
Undersigned, as or on behalf of the Owner. If the Specified Securities are not
represented by a Global Security, they are registered in the name of the
Undersigned, as or on behalf of the Owner.

            The Owner has requested that the Specified Securities be exchanged
for Securities bearing no Securities Act Legend pursuant to Section 305(c) of
the Indenture. In connection with such exchange, the Owner hereby certifies that
the exchange is occurring after a holding period of at


                                       C-1

<PAGE>

least two years (computed in accordance with paragraph (d) of Rule 144) has
elapsed since the Specified Securities were last acquired from the Issuer or
from an affiliate of the Issuer, whichever is later, and the Owner is not, and
during the preceding three months has not been, an affiliate of the Issuer. The
Owner also acknowledges that any future transfers of the Specified Securities
must comply with all applicable securities laws of the states of the United
States and other jurisdictions.

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Issuer and the Purchaser.

Dated:                               ___________________________________
                                     (Print the name of the Undersigned,
                                     as such term is defined in the
                                     second paragraph of this
                                     certificate.)

                                     by
                                         ----------------------
                                         Name:
                                         Title:

                                     (If the Undersigned is a corporation,
                                     partnership or fiduciary, the title of the
                                     person signing on behalf of the Undersigned
                                     must be stated.)


                                       C-2