<PAGE>   1
                                                                     EXHIBIT 4.3



                          PETERSBURG LONG DISTANCE INC.

                                                             CUSIP NO. 71623PAB8
No.  SG 1
     ______

                       14% SENIOR DISCOUNT NOTES DUE 2004

      THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
      REFERRED TO.

      THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
      OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD,
      PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHOM THE
      SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
      MEANING OF RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") IN A
      TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, OR (2) PURSUANT TO AN
      EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
      THEREUNDER (IF AVAILABLE) AND (B) IN ACCORDANCE WITH ALL APPLICABLE
      SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND THE PROVINCES OF
      CANADA.

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

      TRANSFER OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, AND
      NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR
      THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF INTERESTS IN THIS
      GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
      RESTRICTIONS SET FORTH IN SECTION 2.6 OF THE INDENTURE, DATED AS OF MAY
      31, 1996, AMONG PETERSBURG LONG DISTANCE INC., CERTAIN CORPORATIONS ACTING
      AS GUARANTORS AND NAMED THEREIN AND THE TRUSTEE NAMED THEREIN, PURSUANT TO
      WHICH THIS NOTE WAS ISSUED.


<PAGE>   2
      THE NOTES EVIDENCED HEREBY WERE INITIALLY ISSUED AS PART OF AN ISSUANCE OF
      UNITS, EACH OF WHICH CONSISTS OF $1,000 PRINCIPAL AMOUNT AT STATED
      MATURITY OF 14% SENIOR DISCOUNT NOTES DUE 2004 OF PETERSBURG LONG DISTANCE
      INC. (THE "NOTES") AND ONE WARRANT (A "WARRANT") ENTITLING THE HOLDER
      THEREOF TO PURCHASE 34 COMMON SHARES WITHOUT NOMINAL OR PAR VALUE OF
      PETERSBURG LONG DISTANCE INC. PRIOR TO THE EARLIEST TO OCCUR OF (A) 180
      DAYS AFTER THE DATE OF ORIGINAL ISSUANCE OF THE UNITS, (B) THE
      COMMENCEMENT OF A REGISTERED EXCHANGE OFFER FOR THE NOTES, (C) SUCH DATE
      AS THE INITIAL PURCHASER MAY DETERMINE AND (D) IN THE EVENT OF A CHANGE OF
      CONTROL, THE DATE ON WHICH THE COMPANY MAILS NOTICE THEREOF TO THE HOLDERS
      OF THE NOTES, THE NOTES EVIDENCED HEREBY MAY NOT BE TRANSFERRED OR
      EXCHANGED SEPARATELY FROM, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY
      TOGETHER WITH, THE WARRANTS.

      FOR THE PURPOSES OF THE INTEREST ACT (CANADA) AND DISCLOSURE THEREUNDER,
      WHENEVER INTEREST, ADDITIONAL AMOUNTS, SPECIAL INTEREST, OR DEFAULTED
      INTEREST OR INTEREST ON DEFAULTED INTEREST RELATING TO THIS NOTE, IS TO BE
      CALCULATED ON THE BASIS OF A YEAR OF 360 DAYS OR ANY OTHER PERIOD OF TIME
      THAT IS LESS THAN A CALENDAR YEAR, THE YEARLY RATE OF INTEREST TO WHICH
      THE RATE DETERMINED PURSUANT TO SUCH CALCULATION IS EQUIVALENT IS THE RATE
      SO DETERMINED MULTIPLIED BY THE ACTUAL NUMBER OF DAYS IN THE CALENDAR YEAR
      IN WHICH THE SAME IS TO BE ASCERTAINED AND DIVIDED BY EITHER 360 OR SUCH
      OTHER PERIOD OF TIME, AS THE CASE MAY BE. THE RATE ACCRUING ON THIS NOTE
      FOR PAYMENT PURPOSES SHALL BE DETERMINED AS SET FORTH ON THE REVERSE
      HEREOF.

            Petersburg Long Distance Inc., an Ontario corporation (the
"Company"), for value received, hereby promises to pay to CEDE & CO., or its
registered assigns, the principal sum indicated on Schedule A hereof, on June 1,
2004.

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

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

                                       -2-

<PAGE>   3

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

Dated: June 12, 1996 
       -------------   

                                       PETERSBURG LONG DISTANCE INC.



                                       By: /s/ James Hatt
                                           __________________________
                                       Name:   James Hatt
                                       Title:  Chief Executive Officer
[Corporate Seal]

                                       By: /s/ Simon Edwards
                                           __________________________
                                       Name:   Simon Edwards
                                       Title:  Chief Financial Officer



TRUSTEE'S CERTIFICATE OF AUTHENTICATION

THE BANK OF NEW YORK,
          as Trustee, certifies that this is one of
          the Notes referred to in the Indenture.


By:   /s/ Steven Torgeson
      ________________________________
      Authorized Signatory


                                       -3-

<PAGE>   4


                          PETERSBURG LONG DISTANCE INC.

                                   GLOBAL NOTE
                 REPRESENTING 14% SENIOR DISCOUNT NOTES DUE 2004


      1. Indenture.

            This Note is one of a duly authorized issue of debt securities of
Petersburg Long Distance Inc., an Ontario corporation (such corporation, and its
successors and assigns under the Indenture hereinafter referred to, being herein
called the "Company"), designated as its "14% Senior Discount Notes due 2004"
(herein called the "Notes") limited in aggregate principal amount at Stated
Maturity to $123,000,000, issued under an indenture dated as of May 31, 1996 (as
amended or supplemented from time to time, the "Indenture") among the Company,
the corporations acting as guarantors and named therein (the "Guarantors") and
The Bank of New York, as trustee (the "Trustee," which term includes any
successor Trustee under the Indenture), to which Indenture reference is hereby
made for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Guarantors, the Trustee and each
Holder of Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. The summary of the terms of this Note contained
herein does not purport to be complete and is qualified by reference to the
Indenture. All terms used in this Note which are not defined herein shall have
the meanings assigned to them in the Indenture.

            The Indenture imposes certain limitations on the ability of the
Company and its Restricted Subsidiaries to, among other things, make certain
Investments and other Restricted Payments, pay dividends and other
distributions, incur Indebtedness, enter into or permit certain transactions
with Affiliates, create Liens, enter into or permit certain Sale and Leaseback
Transactions, make Asset Sales and engage in businesses other than the
Telecommunications Business. The Indenture also imposes limitations on the
ability of the Company to consolidate or merge with or into any other Person or
permit any other Person to merge with or into the Company, or sell, convey,
assign, transfer, lease or otherwise dispose of all or substantially all of the
Property of the Company to any other Person. In addition, the Indenture imposes
limitations on the ability of Restricted Subsidiaries to issue guarantees and
Preferred Shares and to create consensual restrictions upon their ability to pay
dividends and make certain other payments to the Company.

      2. Principal and Interest.

            The Company promises to pay the principal amount set forth on
Schedule A of this Note to the Holder hereof on June 1, 2004.

            This Note is issued at a discounted principal value of $87,697,300.
This Note will accrete interest from the Issue Date at a rate computed as if
this Note had been issued bearing interest at the rate of 14% per annum on May
31, 1996 (being a rate of 14.9445% per annum for the period from the Issue Date
through November 30, 1996), compounded semi-annually, to an aggregate principal
amount of $123,000,000 by December 1, 1998. Thereafter, interest on this Note
will accrue at the rate of 14% per annum and will be payable in cash
semi-annually on June 1 and December 1 of each year, commencing June 1, 1999,
until the principal amount hereof is paid or made available for payment. The

                                     - 4 -
<PAGE>   5

effect of the foregoing is that this Note will bear interest at the rate of
14.9445% per annum from the Issue Date through November 30, 1996 and 14% per
annum thereafter. The payment of interest on this Note in respect of the period
from the Issue Date to December 1, 1998, however, will effectively be deferred
until Maturity and such deferred interest will be compounded semi-annually and
added to the outstanding principal amount of this Note. Interest will be
computed on the basis of a 360-day year comprised of twelve 30-day months. If
the Company has not received, on or before May 31, 1998, $20,000,000 in Cash
Proceeds from a sale or sales of Qualified Stock of the Company occurring
subsequent to the Issue Date (other than Qualified Stock issued upon the
exercise of Warrants or upon conversion of the Convertible Notes), this Note
will bear interest at the rate of 14.5% per annum commencing on June 1, 1998
until any Interest Payment Date prior to which the Company shall have received
such $20,000,000 in Cash Proceeds from such a sale of Qualified Stock.
Commencing on any such Interest Payment Date, this Note will again bear interest
at the rate of 14% per annum. For purposes of this interest rate adjustment
provision, the Company will be deemed to have received such $20,000,000 in Cash
Proceeds if a Change of Control has occurred. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, subject
to certain exceptions provided in the Indenture, be paid to the Person in whose
name this Note (or the Note in exchange or substitution for which this Note was
issued) is registered at the close of business on the Record Date for interest
payable on such Interest Payment Date. The Record Date for any Interest Payment
Date is the close of business on May 15 or November 15, as the case may be,
whether or not a Business Day, immediately preceding the Interest Payment Date
on which such interest is payable. Any such interest not so punctually paid or
duly provided for ("Defaulted Interest") shall forthwith cease to be payable to
the Holder on such Record Date and shall be paid as provided in Section 2.11 of
the Indenture.

            Each payment of interest in respect of an Interest Payment Date will
include interest (including Additional Amounts (as hereinafter defined), if any,
and Special Interest (as hereinafter defined), if any) accrued through the day
before such Interest Payment Date. If an Interest Payment Date falls on a day
that is not a Business Day, the interest payment to be made on such Interest
Payment Date will be made on the next succeeding Business Day with the same
force and effect as if made on such Interest Payment Date, and no additional
interest will accrue as a result of such delayed payment.

            If an Exchange Note is substituted for this Note in a Registered
Exchange Offer prior to the Record Date for the first Interest Payment Date
following such substitution, accrued and unpaid interest, if any, on this Note,
up to but not including the date of issuance of the Exchange Note or Exchange
Notes issued in substitution for this Note, shall be paid on the first Interest
Payment Date for such Exchange Note or Exchange Notes to the Holder or Holders
of such Exchange Note or Exchange Notes on the first Record Date with respect to
such Exchange Note or Exchange Notes. If an Exchange Note is substituted for
this Note in a Registered Exchange Offer subsequent to the Record Date for the
first Interest Payment Date following such substitution but on or prior to such
Interest Payment Date, then any such accrued and unpaid interest with respect to
this Note and any accrued and unpaid interest on the Exchange Note or Exchange
Notes issued in substitution for this Note, including Additional Amounts, if
any, and Special Interest, if any, through the day before such Interest Payment
Date, shall be paid on such Interest Payment Date to the Holder of this Note on
such Record Date. Any accretion of value with respect to this Note up to but not
including the date of issuance of the Exchange Note or Exchange Notes issued in
substitution for this Note shall be included as Accreted Value with respect to
such Exchange Note or Exchange Notes.

            To the extent lawful, the Company shall pay interest on (i) if prior
to December 1, 1998, overdue Accreted Value of (and premium, if any, on) this
Note, or if on or after December 1, 1998, any

                                     - 5 -
<PAGE>   6

overdue principal of (and premium, if any, on) this Note, at the interest rate
borne on this Note, plus 1% per annum, and (ii) Defaulted Interest (without
regard to any applicable grace period), including Additional Amounts, if any,
and Special Interest, if any, at the same rate. The Company's obligation
pursuant to the previous sentence shall apply whether such overdue amount is due
at its Stated Maturity, as a result of the Company's obligations pursuant to
Section 3.6, Section 4.7 or Section 4.8 of the Indenture, or otherwise.

      3. Additional Amounts.

            Except to the extent required by law, any and all payments of, or in
respect of, this Note shall be made free and clear of and without deduction for
or on account of any and all present or future taxes, levies, imposts,
deductions, charges or withholdings and all liabilities with respect thereto
imposed by Canada, the Russian Federation, Cyprus or any other jurisdiction with
which the Company or any Guarantor has some connection (including any
jurisdiction (other than the United States of America) from or through which
payments under the Notes are made) or any political subdivision of or any taxing
authority in any such jurisdiction ("Canadian Taxes," "Russian Taxes," "Cypriot
Taxes" or "Other Taxes," respectively). If the Company or any Guarantor shall be
required by law to withhold or deduct any Canadian Taxes, Russian Taxes, Cypriot
Taxes or Other Taxes from or in respect of any sum payable under this Note or
pursuant to a Guarantee, the sum payable by the Company or such Guarantor, as
the case may be, thereunder shall be increased by the amount ("Additional
Amounts") necessary so that after making all required withholdings and
deductions, the Holder of this Note shall receive an amount equal to the sum
that it would have received had no such withholdings and deductions been made;
provided that any such sum shall not be paid in respect of any Canadian Taxes,
Russian Taxes, Cypriot Taxes or Other Taxes to the Holder of this Note (an
"Excluded Holder") (i) resulting from the beneficial owner of this Note carrying
on business or being deemed to carry on business in or through a permanent
establishment or fixed base in the relevant taxing jurisdiction or any political
subdivision thereof or having any other connection with the relevant taxing
jurisdiction or any political subdivision thereof or any taxing authority
therein other than the mere holding or owning of this Note, being a beneficiary
of the Guarantees, the receipt of any income or payments in respect of this Note
or the Guarantees or the enforcement of this Note or the Guarantees, (ii)
resulting from the Company or any Guarantor not dealing at arm's length (within
the meaning of the Income Tax Act (Canada)) with the Holder of this Note at the
time of such payment or at the time the amount of such payment is deemed to have
been paid or credited or (iii) that would not have been imposed but for the
presentation (where presentation is required) of this Note for payment more than
180 days after the date such payment became due and payable or was duly provided
for, whichever occurs later. The Company or the Guarantors, as applicable, will
also (i) make such withholding or deduction and (ii) remit the full amount
deducted or withheld to the relevant authority in accordance with applicable
law, and, in any such case, the Company will furnish to each Holder on whose
behalf an amount was so remitted, within 30 calendar days after the date the
payment of any Canadian Taxes, Russian Taxes, Cypriot Taxes or Other Taxes is
due pursuant to applicable law, certified copies of tax receipts evidencing such
payment by the Company or the Guarantors, as applicable. The Company will, upon
written request of each Holder (other than an Excluded Holder), reimburse each
such Holder for the amount of (i) any Canadian Taxes, Russian Taxes, Cypriot
Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of
payments made under or with respect to any Notes, and (ii) any Canadian Taxes,
Russian Taxes, Cypriot Taxes or Other Taxes so levied or imposed with respect to
any reimbursement under the foregoing clause (i) so that the net amount received
by such Holder (net of payments made under or with respect to such Notes or the
Guarantees) after such reimbursement will not be less than the net amount the
Holder hereof would have received if Canadian Taxes, Russian Taxes, Cypriot
Taxes or Other Taxes on such reimbursement had not been imposed.

                                     - 6 -
<PAGE>   7

            In addition, the Company or the Guarantors will pay any stamp,
issue, registration, documentary or other similar taxes and duties, including
interest and penalties, in respect of the creation, issue and offering of the
Notes payable in Canada, the United States, the Russian Federation or Cyprus or
any political subdivision thereof or taxing authority of or in the foregoing.
The Company and the Guarantors will also pay and indemnify the Holders from and
against all court fees and taxes or other taxes and duties, including interest
and penalties, paid by any of them in any jurisdiction in connection with any
action permitted to be taken by the Trustee or the Holders to create the Liens
on the Collateral and the Convertible Note Collateral and to enforce the
obligations of the Company or the Guarantors under the Notes, the Indenture, the
Guarantees, the Collateral Documents or the Convertible Note Collateral
Documents.

      4. Special Interest.

            Special interest means such additional interest or is set forth in
subparagraphs (a) or (b) below.

            (a) The Holder of this Note is entitled to the benefits of the
Registration Rights Agreement, dated as of May 31, 1996, between the Company and
the Initial Purchaser (the "Registration Agreement"), which agreement is
attached to the Indenture as Exhibit E thereto. In the event that (a) the
Exchange Offer Registration Statement (as such term is defined in the
Registration Agreement) is not filed with the Securities and Exchange Commission
(the "Commission") on or prior to the 45th day following the Issue Date, (b) the
Exchange Offer Registration Statement is not declared effective by the
Commission on or prior to the 120th day following the Issue Date, (c) the
Exchange Offer (as such term is defined in the Registration Agreement) is not
consummated on or prior to the 180th day following the Issue Date and in such a
case the Note Shelf Registration Statement (as such term is defined in the
Registration Agreement) is not filed with the Commission on or prior to 60 days
thereafter and such Note Shelf Registration Statement has not been declared
effective on or prior to 120 days thereafter or (d) any such Registration
Statement is filed and declared effective but shall thereafter cease to be
effective or fail to be usable for its intended purpose, without being succeeded
immediately by a post-effective amendment to such Registration Statement that
cures such failure and that is itself declared effective, for a period of more
than 30 consecutive days, interest shall accrue on this Note (in addition to any
accretion in value of, or accrual of stated interest on, this Note) from and
including the next day following each of (i) such 45-day period in the case of
clause (a) above, (ii) such 150-day period in the case of clause (b) above,
(iii) such 180-day period for the Exchange Offer Registration Statement, such
60-day period or 120-day period for the Note Shelf Registration Statement, as
applicable, in the case of clause (c) above and (iv) such 30-day period in the
case of clause (d) above (each such event referred to in clauses (i) through
(iv), a "Registration Default"). In each case following the occurrence of a
Registration Default, such additional interest (the "Special Interest") will be
payable to the Holder hereof during the first 90-day period immediately
following the occurrence of such Registration Default in cash semi-annually in
arrears on each Interest Record Date at a rate equal to $0.01 per week per
$1,000 of the Accreted Value of this Note (determined daily) to the Holder
hereof. The Special Interest payable to the Holder of this Note shall increase
by an additional $0.01 per week per $1,000 of the Accreted Value of this Note
for each 90-day period up to a maximum of $0.50 per week per $1,000 of the
Accreted Value of this Note (determined daily). Upon (w) the filing of the
Exchange Offer Registration Statement or a Note Shelf Registration Statement
after the 45-day period described in clause (a) above, (x) the effectiveness of
the Exchange Offer Registration Statement or a Note Shelf Registration Statement
after the 120-day period described in clause (b) above, (y) the consummation of
the Exchange Offer after the applicable time period described in clause (c)
above, or (z) the effectiveness of an applicable Registration Statement after

                                     - 7 -
<PAGE>   8

the 30-day period described in clause (d) above, the Special Interest payable on
this Note, with respect to such clause (a), (b), (c) or (d), as the case may be,
from the date of such filing, effectiveness or consummation, as the case may be,
shall cease to accrue and all accrued and unpaid Special Interest as of the
occurrence of (w), (x), (y) or (z) shall be paid to the Holder hereof on the
next Interest Payment Date with respect thereto. Following the occurrence of
(w), (x), (y) and (z) above, the interest terms of this Note shall revert to the
original terms set forth above, subject to paragraph 4(b) below.

            (b) In the event of the failure of the Company to procure, on or
before July 12, 1996, a recognized financial institution with capital of not
less than $10,000,000 organized under the laws of the Republic of Ireland which
the Convertible Note Trustee may lawfully appoint as a Qualified Foreign
Collateral Agent (as defined in Section 7.3 of the Indenture) (the
"Procurement") with respect to Technocom Preferred Stock, any payments thereon
and any property substituted therefor (the "Subject Collateral") pursuant to an
agreement under which such Qualified Foreign Collateral Agent will agree not to
resign without the contemporaneous appointment of a successor Qualified Foreign
Collateral Agent (the "Prescribed Agreement"), then, commencing on July 12,
1996, the Company shall pay to each Holder of the Notes additional Special
Interest in an amount equal to 1% per annum on the principal amount at Stated
Maturity of such Holder's Notes, accruing for each day until the Procurement is
made or Technocom or a successor is reorganized under the laws of Cyprus and a
successor Qualified Foreign Collateral agent has been appointed in respect of
the Subject Collateral (the "Reorganization") under a Prescribed Agreement. Such
Special Interest shall be payable in cash semi-annually in arrears at the times
and in the manner provided for in the Indenture, provided that for this purpose,
Section 2.11 of the Indenture shall be read to include as Interest Payment
Dates, as applicable, December 1, 1996 and June 1 and December 1 of each year
commencing December 1, 1996. Such Special Interest shall cease to accrue upon
the Procurement or the Reorganization taking place and all accrued and unpaid
Special Interest shall be paid to each Holder of the Notes on the next Interest
Payment Date with respect thereto. Any Special Interest payable pursuant to this
paragraph 4(b) shall be in addition to any Special Interest that may be payable
pursuant to paragraph 4(a) above.

            Except as expressly provided in this paragraph 4, Special Interest
shall be treated as interest and any date on which Special Interest is due and
payable shall be treated as Interest Payment Date, for all purposes under this
Note and the Indenture.

      5. Method of Payment.

            The Company, through the Paying Agent, shall pay interest on this
Note to the registered Holder of this Note, as provided above. The Holder must
surrender this Note to a Paying Agent to collect principal payments. The Company
will pay principal and interest in money of the United States of America that at
the time of payment is legal tender for payment of all debts public and private.
Principal and interest will be payable at the office of the Paying Agent but, at
the option of the Company, interest may be paid by check mailed to the
registered Holders at their registered addresses.

      6. Paying Agent and Registrar.

            Initially, the Trustee will act as Paying Agent and Registrar under
the Indenture. The Company may, upon written notice to the Trustee, appoint and
change any Paying Agent or Registrar. The Company or any of its subsidiaries may
act as Paying Agent or Registrar.

      7. Optional Redemption.

                                     - 8 -
<PAGE>   9

            Except as set forth in the following paragraph, the Notes may not be
redeemed prior to June 13, 2001. Thereafter, the Notes will be subject to
redemption at the option of the Company, in whole or in part, upon not less than
30 calendar days' nor more than 60 calendar days' notice, at the prices
(expressed as percentages of principal amount) set forth below, plus accrued and
unpaid interest thereon (if any), Additional Amounts (if any) and Special
Interest (if any) to the applicable Redemption Date, if redeemed during the
period from June 13, 2001 through May 31, 2002 at a percentage of 108.000% and
thereafter during the twelve-month period beginning June 1 of the years
indicated below:

<TABLE>
<CAPTION>
          Year                                       Percentage
          ----                                       ----------
<S>                                                  <C>
          2002                                       104.000%
          2003 and thereafter                        100.000%
</TABLE>


      The Notes may be redeemed, at the option of the Company, in whole but not
in part, upon not less than 30 or more than 60 days' notice to the Holders in
accordance with the terms of the Indenture, at a redemption price equal to the
Accreted Value thereof, plus accrued and unpaid interest, if any (including
Additional Amounts, if any, and Special Interest, if any), to the applicable
Redemption Date (subject to the right of Holders of record on the relevant
Record Date to receive interest (including Additional Amounts, if any, and
Special Interest, if any) due on the Interest Payment Date that is on or prior
to the Redemption Date) if, as a result of any change in or amendment to the
laws or the regulations or rulings promulgated thereunder of Canada, Cyprus, the
Russian Federation or any other jurisdiction with which the Company or any
Guarantor has any connection (other than a connection arising as a result of a
continuance or a merger or consolidation of the Company with or into a newly
formed corporation solely for the purpose of moving the Company's domicile out
of Canada) or any political subdivision thereof or any authority thereof or
having power to tax therein, or any change in the application or official
interpretation of such laws or regulations, or any change in administrative
policy or assessing practice of the applicable taxing authority, which change or
amendment becomes effective on or after May 24, 1996, the Company or the
Guarantors (if the Guarantees are called) are or would be required on the next
succeeding Interest Payment Date to pay Additional Amounts with respect to the
Initial Notes, the Exchange Notes or the Guarantees and the payment of such
Additional Amounts cannot be avoided by the use of any reasonable measures
available to the Company or the Guarantors, as the case may be. The Company will
also pay to the Holders on the Redemption Date any Additional Amounts payable in
respect of the period ending on the Redemption Date. Prior to the publication of
any notice of redemption pursuant to this provision, which in no event will be
given earlier than 90 days prior to the earliest date on which the Company or
the Guarantors, as the case may be, would be required to pay such Additional
Amounts were a payment in respect of the Notes then due, the Company shall
deliver to the Trustee (i) an Officers' Certificate stating that the obligation
to pay such Additional Amounts cannot be avoided by the Company or the
Guarantors, as the case may be, taking reasonable measures and (ii) an Opinion
of Counsel, independent of the Company and the Guarantors and approved by the
Trustee, to the effect that the Company or the Guarantors have or will become
obligated to pay such Additional Amounts as a result of such change or
amendment. Such notice, once delivered by the Company to the Trustee, will be
irrevocable. The Trustee shall accept such Officers' Certificate and Opinion of
Counsel as sufficient evidence of the satisfaction of the condition precedent
set forth in clauses (i) and (ii) above, in which event it shall be conclusive
and binding on the Holders.

      8. Notice of Redemption.

                                     - 9 -
<PAGE>   10

            At least 30 calendar days but not more than 60 calendar days before
a Redemption Date, the Company will send a notice of redemption, first class
mail, postage prepaid, to Holders of Notes to be redeemed at the addresses of
such Holders as they appear in the Note Register.

            If less than all of the Notes are to be redeemed at any time, the
Notes to be redeemed will be chosen by the Trustee in accordance with the
Indenture. If any Note is redeemed subsequent to a Record Date with respect to
any Interest Payment Date specified above and on or prior to such Interest
Payment Date, then any accrued interest (including Additional Amounts, if any,
and Special Interest, if any) will be paid on such Interest Payment Date to the
Holder of the Note at the close of business on such Record Date. If money in an
amount sufficient to pay the Redemption Price of all Notes (or portions thereof)
to be redeemed on the Redemption Date is deposited with the Paying Agent on or
before the applicable Redemption Date and certain other conditions are
satisfied, interest (including Additional Amounts, if any, and Special Interest,
if any) on the Notes to be redeemed on the applicable Redemption Date will cease
to accrue.

            The Notes are not subject to any sinking fund.

      9. Repurchase at the Option of Holders upon Change of Control.

            Upon the occurrence of a Change of Control, each Holder of Notes
shall have the right to require the Company to purchase such Holder's Notes, in
whole or in part in a principal amount that is an integral multiple of $1,000,
pursuant to a Change of Control Offer, at a purchase price in cash equal to 101%
of the Accreted Value thereof on any Change of Control Payment Date, plus
accrued and unpaid interest, if any, Additional Amounts, if any, and Special
Interest, if any, to the Change of Control Payment Date.

            Within 30 calendar days following any Change of Control, the Company
shall send, or cause to be sent, by first class mail, postage prepaid, a notice
regarding the Change of Control Offer to each Holder of Notes. The Holder of
this Note may elect to have this Note or a portion hereof in an authorized
denomination purchased by completing the form entitled "Option of Holder to
Require Purchase" appearing below and tendering this Note pursuant to the Change
of Control Offer. Unless the Company defaults in the payment of the Change of
Control Purchase Price with respect thereto, all Notes or portions thereof
accepted for payment pursuant to the Change of Control Offer will cease to
accrue interest, Additional Amounts, if any, and Special Interest, if any, from
and after the Change of Control Payment Date.

      10. Repurchase at the Option of Holders upon Asset Sale.

            Subject to the limitations set forth in the next following
paragraph, if at any time the Company or any Restricted Subsidiary engages in
any Asset Sale, as a result of which the aggregate amount of Excess Proceeds
exceeds $5,000,000, the Company shall, within 30 calendar days of the date the
amount of Excess Proceeds exceeds $5,000,000, use the then-existing Excess
Proceeds to make an offer to purchase from all Holders, on a pro rata basis,
Notes in an aggregate principal amount equal to the maximum principal amount
that may be purchased out of the then-existing Excess Proceeds, at a purchase
price in cash equal to 100% of the Accreted Value thereof on any Asset Sale
Payment Date, plus accrued and unpaid interest thereon, if any, Additional
Amounts, if any, and Special Interest, if any, to the Asset Sale Payment Date,
provided that Excess Proceeds attributable to an Asset Sale of Convertible Note
Collateral (as defined in the Indenture) must be used first to make an "asset
sale offer"

                                     - 10 -
<PAGE>   11

pursuant to the Convertible Note Indenture (as defined in the Indenture). Upon
completion of an Asset Sale Offer (including payment of the Asset Sale Purchase
Price for accepted Notes), any surplus Excess Proceeds that were the subject of
such offer shall cease to be Excess Proceeds, and the Company may then use such
amounts for general corporate purposes, including the making of an "asset sale
offer" pursuant to the Convertible Note Indenture.

            Notwithstanding the paragraph above, the Company will not be
obligated to repurchase Notes in connection with an Asset Sale Offer
representing in aggregate more than 25% of the original aggregate principal
amount of the Notes (which original aggregate principal amount shall for these
purposes be the aggregate amount originally allocated to the Notes, net of any
amounts allocated to the Warrants, without any adjustment whatsoever) prior to
the date following the Five Year Date, and the original aggregate principal
amount of Notes repurchased in connection with any Asset Sale Offer having a
purchase date prior to the date following the Five Year Date shall represent no
more than 25% of the original aggregate principal amount of the Notes less the
original aggregate principal amount of Notes purchased pursuant to Asset Sale
Offers relating to all prior Asset Sales. To the extent that the amount of
Excess Proceeds exceeds the amount of Notes purchased because of the limitation
imposed by the immediately preceding sentence (the amount of such excess being
the "Aggregate Unused Proceeds"), such Aggregate Unused Proceeds shall
constitute Excess Proceeds for purposes of the first Asset Sale Offer that is
made after the Five Year Date and, in the event the amount of the Aggregate
Unused Proceeds exceeds $5,000,000, promptly after the Five Year Date, the
Company shall commence an Asset Sale Offer on a pro rata basis for an aggregate
principal amount of Notes equal to the Aggregate Unused Proceeds (and any other
Excess Proceeds that arise between the Five Year Date and such Asset Sale Offer)
at a purchase price equal to 100% of the Accreted Value of the Notes, plus
accrued interest, if any, Special Interest, if any, and Additional Amounts, if
any, to the date of purchase.

            Within 30 calendar days of the date the amount of Excess Proceeds
exceeds $5,000,000, the Company shall send, or cause to be sent, by first class
mail, postage prepaid, a notice regarding the Asset Sale Offer to each Holder of
Notes. The Holder of this Note may elect to have this Note or a portion hereof
in an authorized denomination purchased by completing the form entitled "Option
of Holder to Require Purchase" appearing below and tendering this Note pursuant
to the Asset Sale Offer. Unless the Company defaults in the payment of the Offer
Purchase Price with respect thereto, all Notes or portions thereof selected for
payment pursuant to the Asset Sale Offer will cease to accrue interest,
Additional Amounts, if any, and Special Interest, if any, from and after the
Asset Sale Payment Date.

      11. The Global Note.

            So long as this Global Note is registered in the name of the
Depositary or its nominee, members of, or participants in, the Depositary
("Agent Members") shall have no rights under the Indenture with respect to this
Global Note held on their behalf by the Depositary or the Trustee as its
custodian, and the Depositary may be treated by the Company, the Guarantors, the
Trustee and any agent of the Company, the Guarantors or the Trustee as the
absolute owner of this Global Note for all purposes. Notwithstanding the
foregoing, nothing herein shall (i) prevent the Company, the Guarantors, the
Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depositary
or (ii) impair, as between the Depositary and its Agent Members, the operation
of customary practices governing the exercise of the rights of a Holder of
Notes.

                                     - 11 -
<PAGE>   12

            The Holder of this Global Note may grant proxies and otherwise
authorize any Person, including Agent Members and Persons that may hold
interests in this Global Note through Agent Members, to take any action which a
Holder of Notes is entitled to take under the Indenture or the Notes.

            Whenever, as a result of an optional redemption of Notes by the
Company, a Change of Control Offer, an Asset Sale Offer, a Registered Exchange
Offer or an exchange for Certificated Notes, this Global Note is redeemed,
repurchased or exchanged or substituted in part, this Global Note shall be
surrendered by the Holder thereof to the Trustee who shall cause an adjustment
to be made to Schedule A hereof so that the principal amount of this Global Note
will be equal to the portion not redeemed, repurchased or exchanged and shall
thereafter return this Global Note to such Holder; provided that this Global
Note shall be in a principal amount at Stated Maturity of $1,000 or an integral
multiple of $1,000.

      12. The Registered Exchange Offer.

            Any Note represented by this Global Note which are presented to the
Registrar for replacement pursuant to the Registered Exchange Offer (as defined
in the Registration Agreement) shall be replaced by a Global Note representing
Exchange Notes of equal principal amount upon surrender of this Global Note to
the Registrar in accordance with the terms of the Registered Exchange Offer and
the Indenture.

      13. Transfer and Exchange.

            By its acceptance of any Note represented by a certificate bearing
the Private Placement Legend, each Holder of, and beneficial owner of an
interest in, such Note acknowledges the restrictions on transfer of such Note
set forth on the face hereof, and agrees that it will transfer such Note only in
accordance with the restrictions on the face hereof and the restrictions set
forth under the heading "Transfer Restrictions" in the Final Memorandum.

            In connection with any transfer of a Note bearing the Private
Placement Legend, each Holder agrees to deliver to the Company such satisfactory
evidence, which may include an opinion of independent counsel licensed to
practice law in the State of New York, as reasonably may be requested by the
Company to confirm that such transfer is being made in accordance with the
limitations set forth in the Private Placement Legend. In the event the Company
determines that any such transfer is not in accordance with the Private
Placement Legend, the Company shall so inform the Registrar which shall not
register such transfer; provided that the Registrar shall not be required to
determine (but may rely on a determination made by the Company with respect to)
the sufficiency of any such evidence.

            Upon the registration of transfer, exchange or replacement of a Note
not bearing the Private Placement Legend, the Trustee shall deliver a Note that
does not bear the Private Placement Legend. Upon the transfer, exchange or
replacement of a Note bearing the Private Placement Legend, the Trustee shall
deliver a Note bearing the Private Placement Legend, unless such legend may be
removed from such Note as provided in the next sentence. The Private Placement
Legend may be removed from a Note if there is delivered to the Company such
satisfactory evidence, which may include an opinion of independent counsel
licensed to practice law in the State of New York, as reasonably may be
requested by the Company to confirm that neither such legend nor the
restrictions on transfer set forth therein are required to ensure that transfers
of such Note will not violate the registration and prospectus delivery
requirements of the Securities Act and, if the transferee is a resident of
Canada, the securities laws of the applicable province of Canada; provided that
the Trustee shall not be required to determine

                                     - 12 -
<PAGE>   13

(but may rely on a determination made by the Company with respect to) the
sufficiency of any such evidence. Upon provision of such evidence, the Trustee
shall authenticate and deliver in exchange for such Note, a Note or Notes
(representing the same aggregate principal amount of the Note being exchanged)
without such legend. If the Private Placement Legend has been removed from a
Note, as provided above, no other Note issued in exchange for all or any part of
such Note shall bear such legend, unless the Company has reasonable cause to
believe that such other Note represents a "restricted security" within the
meaning of Rule 144 and instructs the Trustee to cause a legend to appear
thereon.

            The Note represented hereby initially was issued as part of the
issuance of Units, each of which consists of $1,000 principal amount at Stated
Maturity of Notes and one Warrant. Prior to the date specified in the Final
Memorandum and the Unit Legend, Notes will not be transferable except as part of
a transfer of Units and prior to such date, the Registrar shall not register the
transfer of any Note unless the Company receives evidence reasonably
satisfactory to it that such transfer is part of a transfer of a Unit or Units;
provided that the Registrar shall not be required to determine (but may rely on
the determination made by the Company with respect to) the sufficiency of any
such evidence.

            The Holder of this Global Note shall, by its acceptance of this
Global Note, agree that transfers of beneficial interests in this Global Note
may be effected only through a book entry system maintained by such Holder (or
its agent), and that ownership of a beneficial interest in the Notes represented
thereby shall be required to be reflected in book entry form.

            Transfers of this Global Note shall be limited to transfers in
whole, and not in part, to the Depositary, its successors and their respective
nominees. Interests of beneficial owners in this Global Note may be transferred
in accordance with the rules and procedures of the Depositary (or its
successors).

            This Global Note will be exchanged by the Company for one or more
Certificated Notes if (a) the Depositary (i) has notified the Company that it is
unwilling or unable to continue as, or ceases to be, a "Clearing Agency"
registered under Section 17A of the Exchange Act and (ii) a successor to the
Depositary registered as a "Clearing Agency" under Section 17A of the Exchange
Act is not appointed by the Company within 90 calendar days or (b) the
Depositary is at any time unwilling or unable to continue as Depositary and a
successor to the Depositary is not able to be appointed by the Company within 90
calendar days. If an Event of Default occurs and is continuing, the Company
shall, at the request of the Holder hereof, exchange all or part of this Global
Note for one or more Certificated Notes; provided that the principal amount at
Stated Maturity of each of such Certificated Notes and this Global Note, after
such exchange, shall be $1,000 or an integral multiple thereof. Whenever this
Global Note is exchanged as a whole for one or more Certificated Notes, it shall
be surrendered by the Holder to the Trustee for cancellation. Whenever this
Global Note is exchanged in part for one or more Certificated Notes, it shall be
surrendered by the Holder to the Trustee and the Trustee shall make the
appropriate notations thereon pursuant to Section 2.5(c) of the Indenture. All
Certificated Notes issued in exchange for this Global Note shall include (i) the
Private Placement Legend except as set forth in Section 2.6(a)(iii) of the
Indenture and (ii) the Unit Legend except as set forth in Section 2.6(j) of the
Indenture. Interests in this Global Note may not be exchanged for Certificated
Notes other than as provided in this paragraph.

            Prior to the effectiveness of a Shelf Registration Statement or
following the suspension or termination thereof, the Holder of this Note (or
holders of interests therein) and prospective purchasers designated by such
Holder (or such holders of interests therein) shall have the right to obtain
from the Company upon request by such Holder (or such holders of interests) or
prospective purchasers, during

                                     - 13 -
<PAGE>   14

any period in which the Company is not subject to Section 13 or 15(d) of the
Exchange Act, or exempt from reporting pursuant to 12g3-2(b) under the Exchange
Act, the information required by paragraph (d)(4)(i) of Rule 144 in connection
with any transfer or proposed transfer of such Note or interest.

      14. Denominations.

            The Notes are issuable only in registered form without coupons in
denominations of $1,000 of principal amount at Stated Maturity and integral
multiples thereof.

      15. Unclaimed Money.

            If money for the payment of principal or interest remains unclaimed
for two years, the Trustee or Paying Agent shall pay the money back to the
Company at its request unless an abandoned property law designates another
Person. After any such payment, Holders entitled to the money must look only to
the Company and not to the Trustee for payment unless such abandoned property
law designates another Person.

      16. Discharge and Defeasance.

            Subject to certain conditions, the Company at any time may terminate
some or all of its and the Guarantors' obligations under the Notes, the
Guarantees, the Indenture, the Collateral Documents and the Convertible Note
Collateral Documents if the Company irrevocably deposits with the Trustee money
or U.S. Government Obligations for the payment of principal and interest on the
Notes to redemption or maturity, as the case may be.

      17. Amendment, Waiver.

            Subject to certain exceptions set forth in the Indenture, (i) the
Indenture, the Notes, the Collateral Documents and the Convertible Note
Collateral Documents may be amended with the written consent of the Holders of
at least a majority in principal amount at Stated Maturity of the outstanding
Notes and (ii) any past Default and its consequences may be waived with the
written consent of the Holders of at least a majority in principal amount at
Stated Maturity of the outstanding Notes. Without the consent of any Holder of
Notes, the Company, the Guarantors and the Trustee may amend the Indenture, the
Notes, the Collateral Documents and the Convertible Note Collateral Documents
(i) to evidence the succession of another Person to the Company or the
Guarantors, as applicable, and the assumption by such successor of the covenants
of the Company or the Guarantors under the Notes, the Indenture, the Collateral
Documents and the Convertible Note Collateral Documents; (ii) to add additional
covenants or to surrender rights and powers conferred on the Company or the
Guarantors by the Indenture, the Collateral Documents and the Convertible Note
Collateral Documents; (iii) to add any additional Events of Default; (iv) to
provide for uncertificated Notes in addition to or in place of Certificated
Notes; (v) to evidence and provide for the acceptance of appointment under the
Indenture of a successor Trustee; (vi) to add additional security for the Notes
and/or the Guarantees; (vii) to cure any ambiguity in the Indenture, the
Collateral Documents or the Convertible Note Collateral Documents to correct or
supplement any provision in the Indenture, the Collateral Documents or the
Convertible Note Collateral Documents which may be inconsistent with any other
provision therein or to add any other provisions with respect to matters or
questions arising under the Indenture, the Collateral Documents or the
Convertible Note Collateral Documents, provided that such actions shall not
adversely affect the

                                     - 14 -
<PAGE>   15

interests of the Holders in any material respect; or (viii) to comply with the
requirements of the Commission in order to effect or maintain the qualification
of the Indenture under the Trust Indenture Act.

      18. Defaults and Remedies.

            Events of Default under the Indenture include in summary form:
default in payment of interest, including Additional Amounts, if any, or Special
Interest, if any, on the Notes for 30 days; default in payment of principal on
the Notes; failure to comply with certain of the covenants in the Indenture,
including the Change of Control covenant, the Asset Sale covenant or the
Restrictive Payments covenant; failure by the Company to comply with certain of
its other agreements in the Indenture or the Notes or any Collateral Document or
any Convertible Note Collateral Document or any breach of a representation or
warranty in any Collateral Document or any Convertible Note Collateral Document
and the continuance of such default or breach for 45 days after notice;
expropriation of the assets of the Company or any of its Restricted Subsidiaries
having a book value, less the book value of the expropriation proceeds,
constituting more than 15% of the book value, on a consolidated basis, of the
Company's assets minus current assets; defaults in the payment of certain other
Indebtedness, or defaults, other than such payment defaults, which result in the
acceleration prior to express maturity of certain other Indebtedness or which
consist of the failure to pay at maturity; certain final judgments which remain
undischarged, unwaived, unappealed, unbonded, unstayed or unsatisfied; certain
events of bankruptcy or insolvency; failure of a Guarantee, a Collateral
Document or a Convertible Note Collateral Document to be in effect, the denial
of obligations under a Guarantee, a Collateral Document, any Convertible Note
Collateral Document or the Notes by the Company or the Guarantors party thereto
or the failure of the Notes and the Guarantees to be secured by the theretofore
perfected Liens and security interests in the Collateral or the Convertible Note
Collateral (except as permitted by the Indenture, the Collateral Documents or
the Convertible Note Collateral Documents), which in each circumstance continues
for 30 days after notice. If an Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount at Stated Maturity of
the Notes, subject to certain limitations, may declare all the Notes to be
immediately due and payable. Certain events of bankruptcy or insolvency are
Events of Default and shall result in the Notes being immediately due and
payable upon the occurrence of such Events of Default without any further act of
the Trustee or any Holder.

            Holders of Notes may not enforce the Indenture, the Guarantees, the
Notes, the Collateral Documents or the Convertible Note Collateral Documents
except as provided in the Indenture. The Trustee may refuse to enforce the
Indenture, the Notes, the Guarantees, the Collateral Documents or the
Convertible Note Collateral Documents unless it receives reasonable indemnity or
security. Subject to certain limitations, Holders of a majority in principal
amount at Stated Maturity of the Notes may direct the Trustee in its exercise of
any trust or power under the Indenture, the Collateral Documents and the
Convertible Note Collateral Documents. The Holders of a majority in principal
amount at Stated Maturity of the outstanding Notes, by written notice to the
Company and the Trustee, may rescind any declaration of acceleration and its
consequences if the rescission would not conflict with any judgment or decree,
and if all Events of Default have been cured or waived except nonpayment of
principal and interest (including Additional Amounts, if any, and Special
Interest, if any) that has become due solely because of the acceleration.

      19. Collateral Documents.

                                     - 15 -
<PAGE>   16

            As provided in the Indenture, the Collateral Documents and the
Convertible Note Collateral Documents and subject to certain limitations set
forth therein, the obligations of the Company and the Guarantors under the
Indenture, the Collateral Documents and the Convertible Note Collateral
Documents are secured by the Collateral and the Convertible Note Collateral as
provided in the Collateral Documents and the Convertible Note Collateral
Documents. Each Holder, by accepting a Note, agrees to be bound to all terms and
provisions of the Collateral Documents and the Convertible Note Collateral
Documents, as the same may be amended from time to time. The Liens created under
the Collateral Documents and the Convertible Note Collateral Documents shall be
released upon the terms and subject to the conditions set forth in the Indenture
and the Collateral Documents and the Convertible Note Collateral Documents.

      20. Individual Rights of Trustee.

            Subject to certain limitations imposed by the Trust Indenture Act,
the Trustee or any Paying Agent or Registrar, in its individual or any other
capacity, may become the owner or pledgee of Notes and may otherwise deal with
the Company, the Guarantors, its Restricted Subsidiaries or its Affiliates with
the same rights it would have if it were not Trustee, Paying Agent or Registrar,
as the case may be, under the Indenture.

      21. No Recourse Against Certain Others.

            No director, officer, employee, incorporator or stockholder of the
Company or any Guarantor, as such, shall have any liability for any obligations
of the Company or the Guarantors under the Notes, the Guarantees or the
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation, solely by reason of his or her status as a
director, officer, employee, incorporator or stockholder of the Company or any
Guarantor. By accepting a Note, each Holder waives and releases all such
liability (but only such liability) as part of the consideration for issuance of
such Note to such Holder.

      22. Governing Law.

            THE INDENTURE, THE GUARANTEES AND THIS NOTE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED IN SAID STATE.

      23. Abbreviations.

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

      24. CUSIP Numbers.

            Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Notes and have directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Holders. No

                                     - 16 -
<PAGE>   17

representation is made as to the accuracy of such numbers either as printed on
the Notes or as contained in any notice of redemption and reliance may be placed
only on the other identification numbers placed thereon.

      25. Subordination.

            The indebtedness evidenced by this Note is, to the extent provided
in the Indenture, subordinate and subject in right of payment to the prior
payment in full of all Senior Indebtedness, and this Note is issued subject to
the provisions of the Indenture with respect thereto. Each Holder of this Note,
by accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination so provided, and (c)
appoints the Trustee his attorney-in-fact for any and all such purposes.

            The Company will furnish to any Holder of Notes upon written request
and without charge to the Holder a copy of the Indenture which has in it the
text of this Note. Requests may be made to:

                                       Petersburg Long Distance Inc.
                                       166 Pearl Street
                                       Toronto, Ontario
                                       CANADA M5H 1L3


                                     - 17 -
<PAGE>   18

                              SUBSIDIARY GUARANTEE

            Subject to the limitations set forth in the Indenture, the
Guarantors (as defined in the Indenture referred to in this Note and each
hereinafter referred to as a "Guarantor," which term includes any successor or
additional Guarantor under the Indenture) have jointly and severally,
irrevocably and unconditionally guaranteed (a) the due and punctual payment of
the principal (and premium, if any) of and interest (including Additional
Amounts, if any, and Special Interest, if any) on the Notes, whether at Stated
Maturity, by acceleration, call for redemption, upon a Change of Control Offer,
Asset Sale Offer, purchase or otherwise, (b) the due and punctual payment of
interest on the overdue principal of and interest (including Additional Amounts,
if any, and Special Interest, if any) on the Notes, if any, to the extent
lawful, (c) the due and punctual performance of all other obligations of the
Company and the Guarantors to the Holders under the Indenture, the Notes, the
Collateral Documents and the Convertible Note Collateral Documents and (d) in
case of any extension of time of payment or renewal of any Notes or any of such
other obligations, the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at Stated
Maturity, by acceleration, call for redemption, upon a Change of Control Offer,
Asset Sale Offer, purchase or otherwise. Capitalized terms used herein shall
have the same meanings assigned to them in the Indenture unless otherwise
indicated.

            Payment on each Note is guaranteed jointly and severally, by the
Guarantors pursuant to Article X of the Indenture and reference is made to such
Indenture for the precise terms of the Guarantees.

            The obligations of each Guarantor are limited to the lesser of (a)
an amount equal to such Guarantor's Adjusted Net Assets as of the date of the
Guarantee and (b) the maximum amount as will, after giving effect to such
maximum amount and all other contingent and fixed liabilities of such Guarantor
(including, if applicable, its obligations under the Convertible Notes), and
after giving effect to any collections from or payments made by or on behalf of
any other Guarantor in respect of the obligations of such other Guarantor under
its Guarantee or pursuant to its contribution obligations under the Indenture,
result in the obligations of such Guarantor under the Guarantee not constituting
a fraudulent conveyance or fraudulent conveyance or fraudulent transfer under
federal or state law or not otherwise being void, voidable or unenforceable
under any similar other bankruptcy, receivership, insolvency, liquidation or
other similar legislation or legal principles under applicable foreign law. Each
Guarantor that makes a payment or distribution under a Guarantee shall be
entitled to a contribution from each other Guarantor in a pro rata amount based
on the Adjusted Net Assets of each Guarantor.

            Certain of the Guarantors may be released from their Guarantees upon
the terms and subject to the conditions provided in the Indenture.

                                      -18-
<PAGE>   19

            The Guarantee shall be binding upon each Guarantor and its
successors and assigns and shall inure to the benefit of the Trustee and the
Holders and, in the event of any transfer or assignment of rights by any Holder
or the Trustee, the rights, the rights and privileges herein conferred upon that
party shall automatically extend to and be vested in such transferee or
assignee, all subject to the terms and conditions hereof and in the Indenture.

                                       NWE CAPITAL (CYPRUS) LIMITED


                                       By: /s/ Clayton A. Waite
                                           _____________________________________


                                       PLD ASSET LEASING LIMITED


                                       By: /s/ Clayton A. Waite
                                           _____________________________________


                                       PLD CAPITAL LIMITED


                                       By: /s/ Clayton A. Waite
                                           _____________________________________


                                       BALTIC COMMUNICATIONS LIMITED



                                       By: /s/ Clayton A. Waite
                                           _____________________________________


                                       WIRELESS TECHNOLOGY CORPORATIONS LIMITED



                                       By: /s/ James R.S. Hatt
                                           _____________________________________


<PAGE>   20

                                   SCHEDULE A

                          SCHEDULE OF PRINCIPAL AMOUNT


The initial principal amount at Stated Maturity of this Note shall be
$123,000,000. This Note was issued for proceeds of $87,697,300. This Note will
accrete interest (as set forth in section 2) which will be compounded
semi-annually and added to principal to an aggregate principal amount of
$123,000,000 by December 1, 1998. The following decreases/increase in the
principal amount at Stated Maturity of this Note have been made:


<TABLE>
<CAPTION>
                                                                             TOTAL PRINCIPAL
                                                                                AMOUNT AT                NOTATION
                               DECREASE IN             INCREASE IN              MATURITY                 MADE BY
        DATE OF                 PRINCIPAL               PRINCIPAL            FOLLOWING SUCH               OR ON
       DECREASE/                AMOUNT AT               AMOUNT AT               DECREASE/               BEHALF OF
       INCREASE                 MATURITY                MATURITY                INCREASE                 TRUSTEE
       --------                -----------             -----------           ---------------            ---------
   <S>                       <C>                   <C>                     <C>                        <C>
   ----------------          ----------------       ----------------         ---------------        ----------------
   ----------------          ----------------       ----------------         ---------------        ----------------
   ----------------          ----------------       ----------------         ---------------        ----------------
   ----------------          ----------------       ----------------         ---------------        ----------------
   ----------------          ----------------       ----------------         ---------------        ----------------
   ----------------          ----------------       ----------------         ---------------        ----------------
   ----------------          ----------------       ----------------         ---------------        ----------------
   ----------------          ----------------       ----------------         ---------------        ----------------
   ----------------          ----------------       ----------------         ---------------        ----------------
   ----------------          ----------------       ----------------         ---------------        ----------------
   ----------------          ----------------       ----------------         ---------------        ----------------
   ----------------          ----------------       ----------------         ---------------        ----------------
   ----------------          ----------------       ----------------         ---------------        ----------------
   ----------------          ----------------       ----------------         ---------------        ----------------


</TABLE>

                                      -20-

<PAGE>   21

                                   ASSIGNMENT

                    (To be executed by the registered Holder
                  if such Holder desires to transfer this Note)

FOR VALUE RECEIVED ____________________ hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
TAX IDENTIFYING NUMBER OF TRANSFEREE

_____________________________________

                 (Please print name and address of transferee)


this Note, together with all right, title and interest herein, and does hereby
irrevocably constitute and appoint ____________________ Attorney to transfer
this Note on the Security Register, with full power of substitution.

Dated: __________


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


NOTICE: The signature to the foregoing Assignment must correspond to the Name as
written upon the face of this Note in every particular, without alteration or
any change whatsoever.


                                      -21-
<PAGE>   22

                       OPTION OF HOLDER TO ELECT PURCHASE
                             (check as appropriate)

/ /   In connection with the Change of Control Offer made pursuant to Section
      4.7 of the Indenture, the undersigned hereby elects to have

      / /   the entire principal amount

      / /   $ ___________________ ($1,000 in principal amount at Stated Maturity
            or an integral multiple thereof) of this Note

            repurchased by the Company. The undersigned hereby directs the
            Trustee or Paying Agent to pay it or ____________an amount in cash
            equal to 101% of the Accreted Value for the principal amount at
            Stated Maturity indicated in the preceding sentence, plus accrued
            and unpaid interest thereon, if any, Additional Amounts, if any,
            and Special Interest, if any, to the Change of Control Payment Date.

/ /   In connection with the Asset Sale Offer made pursuant to Section 4.8 of
      the Indenture, the undersigned hereby elects to have

      / /   the entire principal amount

      / /   $_____________________ ($1,000 in principal amount at Stated
            Maturity or an integral multiple thereof) of this Note

            repurchased by the Company. The undersigned hereby directs the
            Trustee or Paying Agent to pay it or ____________an amount in cash
            equal to 100% of the Accreted Value for the principal amount at
            Stated Maturity indicated in the preceding sentence, as the case
            may be, plus accrued and unpaid interest thereon, if any,
            Additional Amounts, if any, and Special Interest, if any, to the
            Asset Sale Payment Date.

Dated: __________


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

NOTICE: The signature to the foregoing must correspond to the Name as written
upon the face of this Note in every particular, without alteration or any change
whatsoever.


                                      -22-