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                                                                     EXHIBIT 4.3

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                          REGISTRATION RIGHTS AGREEMENT



                          Dated as of October 12, 2000
                                  by and among

                            Asia Global Crossing Ltd.


                                       and

                              Chase Securities Inc.
               Merrill Lynch, Pierce, Fenner & Smith Incorporated
                          Deutsche Bank Securities Inc.
                              Goldman, Sachs & Co.
                            Salomon Smith Barney Inc.
                              ABN AMRO Incorporated
                              Barclays Capital Inc.


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        This Registration Rights Agreement (this "Agreement") is made and
entered into as of October 12, 2000, by and among Asia Global Crossing Ltd., a
Bermuda company (the "Company"), and Chase Securities Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc., Goldman,
Sachs & Co., Salomon Smith Barney Inc., ABN AMRO Incorporated and Barclays
Capital Inc. (each, an "Initial Purchaser" and, collectively, the "Initial
Purchasers"), each of whom has agreed to purchase the Company's 13.375% Senior
Notes due 2010 (the "Notes") pursuant to the Purchase Agreement (as defined
below).

        This Agreement is made pursuant to the Purchase Agreement, dated as of
October 6, 2000, (the "Purchase Agreement"), by and among the Company and the
Initial Purchasers. In order to induce the Initial Purchasers to purchase the
Notes, the Company has agreed to provide the registration rights set forth in
this Agreement. The execution and delivery of this Agreement is a condition to
the obligations of the Initial Purchasers set forth in Section 6 of the Purchase
Agreement. Capitalized terms used herein and not otherwise defined shall have
the meanings assigned to them in the Indenture, dated as of October 12, 2000,
between the Company and the United States Trust Company of New York, as Trustee,
relating to the Notes and the Exchange Notes (as defined below) (the
"Indenture").

        The parties hereby agree as follows:

SECTION 1. DEFINITIONS

        As used in this Agreement, the following capitalized terms shall have
the following meanings:

        Act: The Securities Act of 1933, as amended.

        Affiliate: As defined in Rule 144 of the Act.

        Broker-Dealer: Any broker or dealer registered under the Exchange Act.

        Certificated Securities: Definitive Notes, as defined in the Indenture.

        Closing Date: The date hereof.

        Commission: The Securities and Exchange Commission.

        Consummate: An Exchange Offer shall be deemed "Consummated" for purposes
of this Agreement upon the occurrence of (a) the filing and effectiveness under
the Act of the Exchange Offer Registration Statement relating to the Exchange
Notes to be issued in the Exchange Offer, (b) the maintenance of such Exchange
Offer Registration Statement continuously effective and the keeping of the
Exchange Offer open for a period not less than the period required pursuant to
Section 3(b) hereof and (c) the delivery by the Company to the Registrar under
the Indenture of Exchange Notes in the same aggregate principal amount as the
aggregate principal amount of Notes tendered by Holders thereof pursuant to the
Exchange Offer.


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        Effectiveness Deadline: As defined in Sections 3(a) and 4(a) hereof.

        Exchange Act: The Securities Exchange Act of 1934, as amended.

        Exchange Notes: The Company's 13.375% Senior Notes due 2010 to be issued
pursuant to the Indenture, either (i) in the Exchange Offer or (ii) as
contemplated by Section 4 hereof.

        Exchange Offer: The exchange and issuance by the Company of a principal
amount of Exchange Notes (which shall be registered pursuant to the Exchange
Offer Registration Statement) equal to the outstanding principal amount of Notes
that are tendered by such Holders in connection with such exchange and issuance.

        Exchange Offer Registration Statement: The Registration Statement
relating to the Exchange Offer, including the related Prospectus.

        Exempt Resales: The transactions in which the Initial Purchasers propose
to sell the Notes to certain "qualified institutional buyers," as such term is
defined in Rule 144A under the Act and resales undertaken in compliance with
Regulation S under the Securities Act.

        Filing Deadline: As defined in Sections 3(a) and 4(a) hereof.

        Holders: As defined in Section 2 hereof.

        Indemnified Holder: As defined in Section 8(a) hereof.

        Prospectus: The prospectus included in a Registration Statement at the
time such Registration Statement is declared effective, as amended or
supplemented by any prospectus supplement and by all other amendments thereto,
including post-effective amendments, and all material incorporated by reference
into such Prospectus.

        Recommencement Date: As defined in Section 6(d) hereof.

        Registration Default: As defined in Section 5 hereof.

        Registration Statement: Any registration statement of the Company
relating to (a) an offering of Exchange Notes pursuant to an Exchange Offer or
(b) the registration for resale of Transfer Restricted Securities pursuant to
the Shelf Registration Statement, in each case, (i) that is filed with the
Commission pursuant to the provisions of this Agreement and (ii) including the
Prospectus included therein, all amendments and supplements thereto (including
post-effective amendments) and all exhibits and material incorporated by
reference therein.

        Regulation S: Regulation S promulgated under the Act.

        Restricted Broker-Dealer: Any Broker-Dealer that holds Exchange Notes
that were acquired in the Exchange Offer in exchange for Notes that such
Broker-Dealer acquired for its


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own account as a result of market making activities or other trading activities
(other than Notes acquired directly from the Company or any of its affiliates).

        Rule 144: Rule 144 promulgated under the Act.

        Shelf Registration Statement: As defined in Section 4 hereof.

        Suspension Notice: As defined in Section 6(d) hereof.

        TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb),
as in effect on the date of the Indenture.

        Transfer Restricted Securities: Each Note, until the earliest to occur
of (a) the date on which such Note is exchanged in the Exchange Offer by a
person other than a Broker-Dealer for an Exchange Note, (b) the date on which
such Note is effectively registered under the Act and disposed of in accordance
with a Shelf Registration Statement, (c) the date, following the date on which
such Note is exchanged for an Exchange Note by a Broker-Dealer in the Exchange
Offer, on which such Exchange Note is sold to a purchaser who receives from such
Broker-Dealer on or prior to the date of such sale a copy of the Prospectus
contained in the Exchange Offer Registration Statement, (d) the date on which
such Note is distributed to the public pursuant to Rule 144 under the Act or (e)
the date on which such Note is eligible for resale pursuant to Rule 144 without
volume restriction.

SECTION 2. HOLDERS

        A Person is deemed to be a holder of Transfer Restricted Securities
(each, a "Holder") whenever such Person owns Transfer Restricted Securities.

SECTION 3. REGISTERED EXCHANGE OFFER

        (a) Unless the Exchange Offer shall not be permitted by applicable
federal law or Commission policy (after the procedures set forth in Section
6(a)(i) below have been complied with), the Company shall (i) cause the Exchange
Offer Registration Statement to be filed with the Commission as soon as
practicable after the Closing Date (the "Exchange Offer Filing Date"), but in no
event later than 90 days after the Closing Date (such 90th day being referred to
herein as the "Filing Deadline"), (ii) use its reasonable best efforts to cause
such Exchange Offer Registration Statement to become effective at the earliest
practicable time, but in no event later than 180 days after the Closing Date
(such 180th day being referred to herein as the "Effectiveness Deadline"), (iii)
in connection with the foregoing, (A) file all pre-effective amendments to such
Exchange Offer Registration Statement as may be necessary in order to cause it
to become effective, (B) file, if applicable, a post-effective amendment to such
Exchange Offer Registration Statement pursuant to Rule 430A under the Act and
(C) cause all necessary filings, if any, in connection with the registration and
qualification of the Exchange Notes to be made under the Blue Sky laws of such
jurisdictions as are necessary to permit Consummation of the Exchange Offer,
provided, however, that the Company shall not be required to register or qualify
as a foreign corporation where it is not now so qualified or to take any action
that would


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subject it to the service of process in suits or to taxation, other than as to
matters and transactions relating to the Registration Statement, in any
jurisdiction where it is not now so subject, and (iv) upon the effectiveness of
such Exchange Offer Registration Statement, commence and Consummate the Exchange
Offer. The Exchange Offer shall be on the appropriate form permitting
registration of the Exchange Notes to be offered in exchange for the Notes that
are Transfer Restricted Securities and to permit resales of Exchange Notes by
Broker-Dealers as contemplated by Section 3(c) below.

        (b) The Company shall use its reasonable best efforts to cause the
Exchange Offer Registration Statement to be effective continuously, and shall
keep the Exchange Offer open for a period of not less than the minimum period
required under applicable federal and state securities laws to Consummate the
Exchange Offer; provided, however, that in no event shall such period be less
than 20 Business Days. The Company shall cause the Exchange Offer to comply with
all applicable federal and state securities laws. No securities other than the
Exchange Notes shall be included in the Exchange Offer Registration Statement.
The Company shall use its reasonable best efforts to cause the Exchange Offer to
be Consummated on the earliest practicable date after the Exchange Offer
Registration Statement has become effective, but in no event later than 210 days
after the Closing Date.

        (c) The Company shall include a "Plan of Distribution" section in the
Prospectus contained in the Exchange Offer Registration Statement and indicate
therein that any Broker-Dealer who holds Transfer Restricted Securities that
were acquired for the account of such Broker-Dealer as a result of market-making
activities or other trading activities (other than Transfer Restricted
Securities acquired directly from the Company or any Affiliate of the Company),
may exchange such Transfer Restricted Securities pursuant to the Exchange Offer;
however, such Broker-Dealer may be deemed to be an "underwriter" within the
meaning of the Act and must, therefore, deliver a prospectus meeting the
requirements of the Act in connection with any resales of any Exchange Notes
received by such Broker-Dealer in the Exchange Offer and that the Prospectus
contained in the Exchange Offer Registration Statement may be used to satisfy
such prospectus delivery requirement. Such "Plan of Distribution" section shall
also contain all other information with respect to such sales by such
Broker-Dealers that the Commission may require in order to permit such sales
pursuant thereto, but such "Plan of Distribution" shall not name any such
Broker-Dealer or disclose the amount of Transfer Restricted Securities held by
any such Broker-Dealer, except to the extent required by the Commission.

        To the extent necessary to ensure that the Exchange Offer Registration
Statement is available for resales of Exchange Notes or Transfer Restricted
Securities by Broker-Dealers that were acquired for the account of such
Broker-Dealers as a result of market-making activities or other trading
activities (other than Exchange Notes or Transfer Restricted Securities acquired
directly from the Company or any Affiliate of the Company), the Company agrees
to use its reasonable best efforts to keep the Exchange Offer Registration
Statement continuously effective, supplemented and amended as required by the
provisions of Section 6(c) hereof and in conformity with the requirements of
this Agreement, the Act and the policies, rules and regulations of the
Commission as announced from time to time, for a period of 180 days from the


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date on which the Exchange Offer is Consummated, or such shorter period as will
terminate when all Transfer Restricted Securities covered by such Registration
Statement have been sold pursuant thereto. The Company shall promptly provide
sufficient copies of the latest version of such Prospectus to such
Broker-Dealers promptly upon request at any time during such period.

SECTION 4. SHELF REGISTRATION

        (a) Shelf Registration. If (i) the Exchange Offer is not permitted by
applicable law or Commission policy (after the Company has complied with the
procedures set forth in Section 6(a)(i) below) or (ii) if any Holder of Transfer
Restricted Securities shall notify the Company within 20 Business Days following
the Consummation of the Exchange Offer that (A) such Holder was prohibited by
law or Commission policy from participating in the Exchange Offer or (B) such
Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to
the public without delivering a prospectus and the Prospectus contained in the
Exchange Offer Registration Statement is not appropriate or available for such
resales by such Holder or (C) such Holder is a Broker-Dealer and holds Notes
acquired directly from the Company or any of its Affiliates, then the Company
shall:

        (x) use its reasonable best efforts to cause to be filed, on or prior to
30 days after the earlier of (i) the date on which the Company determines that
the Exchange Offer Registration Statement cannot be filed as a result of clause
(a)(i) above and (ii) the date on which the Company receives the notice
specified in clause (a) (ii) above (such earlier date being referred to herein
as the "Filing Deadline"), but in no event earlier than 90 days after the
Closing Date, a shelf registration statement pursuant to Rule 415 under the Act
(which may be an amendment to the Exchange Offer Registration Statement (the
"Shelf Registration Statement")), relating to all Transfer Restricted
Securities, and

        (y) use its reasonable best efforts to cause such Shelf Registration
Statement to become effective on or prior to 90 days after the Filing Deadline
(such 90th day being referred to herein as the "Effectiveness Deadline").

        If, after the Company has filed an Exchange Offer Registration Statement
that satisfies the requirements of Section 3(a) above, the Company is required
to file and make effective a Shelf Registration Statement solely because the
Exchange Offer is not permitted under applicable federal law, then the filing of
the Exchange Offer Registration Statement shall be deemed to satisfy the
requirements of clause (x) above; provided that, in such event, the Company
shall remain obligated to meet the Effectiveness Deadline set forth in clause
(y).

        The Company shall use its reasonable best efforts to keep any Shelf
Registration Statement required by this Section 4(a) continuously effective,
supplemented and amended as required by, and subject to the provisions of,
Sections 6(b) and (c) hereof to the extent necessary to ensure that it is
available for sales of Transfer Restricted Securities by the Holders thereof
entitled to the benefit of this Section 4(a), and to ensure that it conforms
with the requirements of this Agreement, the Act and the policies, rules and
regulations of the Commission as announced from time to time, for a period of at
least two years (as extended pursuant to Section 6(c)(i))


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following the date on which such Shelf Registration Statement first becomes
effective under the Act, or such shorter period as will terminate when all
Transfer Restricted Securities covered by such Registration Statement have been
sold pursuant thereto.

        (b) Provision by Holders of Certain Information in Connection with the
Shelf Registration Statement. No Holder of Transfer Restricted Securities may
include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 20 days after receipt of a request therefor, the
information specified in Item 507 or 508 of Regulation S-K, as applicable, of
the Act for use in connection with any Shelf Registration Statement or
Prospectus or preliminary Prospectus included therein. Each selling Holder
agrees to promptly furnish additional information required to be disclosed in
order to make the information previously furnished to the Company by such Holder
not materially misleading.

SECTION 5. SPECIAL INTEREST

        If (i) any Registration Statement required by this Agreement is not
filed with the Commission on or prior to the applicable Filing Deadline, (ii)
any such Registration Statement has not been declared effective by the
Commission on or prior to the applicable Effectiveness Deadline, (iii) the
Exchange Offer has not been Consummated within 210 days after the Closing Date
or (iv) any Registration Statement required by this Agreement is filed and
declared effective but shall thereafter cease to be effective or fail to be
usable for its intended purpose without being succeeded within 5 business days
by a post-effective amendment to such Registration Statement that cures such
failure and that is itself declared effective immediately (each such event
referred to in clauses (i) through (iv), a "Registration Default"), then the
Company hereby agrees to pay to each Holder of Transfer Restricted Securities
affected thereby interest ("Special Interest") which will accrue and be payable
semi-annually on the Notes and the Exchange Notes (in addition to the stated
interest on the Notes and the Exchange Notes) from and including the date such
Registration Default occurs to, but excluding the date on which (1) the Exchange
Offer Registration Statement (and/or, if applicable, the Shelf Registration
Statement) is filed, in the case of (i) above, (2) the Exchange Offer
Registration Statement (and/or, if applicable, the Shelf Registration Statement)
is declared effective, in the case of (ii) above, (3) the Exchange Offer is
Consummated, in the case of (iii) above, or (4) a post-effective amendment to
the Registration Statement or an additional Registration Statement is filed that
causes the Exchange Offer Registration Statement (and/or, if applicable, the
Shelf Registration Statement) to again be declared effective or made usable, in
the case of (iv) above. During the time that Special Interest is accruing
continuously, the rate of such Special Interest shall be 0.25% per annum during
the first 90-day period and shall increase by 0.25% per annum for each
subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum
in the aggregate regardless of the number of Registration Defaults. If, after
the cure of all Registration Defaults then in effect, there is a subsequent
Registration Default, the Special Interest rate for such subsequent Registration
Default shall initially be 0.25%, regardless of the Special Interest rate in
effect with respect to any prior Registration Default at the time of the cure of
such Registration Default. All accrued Special Interest shall be paid to the
Holders entitled thereto, in the manner provided for the payment of interest in
the Indenture, as more fully set forth in the Indenture and the Notes. All


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obligations of the Company set forth in this paragraph that are outstanding with
respect to any Transfer Restricted Security at the time such security ceases to
be a Transfer Restricted Security shall survive until such time as all such
obligations with respect to such Transfer Restricted Security shall have been
satisfied in full.

SECTION 6. REGISTRATION PROCEDURES

        (a) Exchange Offer Registration Statement. In connection with the
Exchange Offer, the Company shall comply with all applicable provisions of
Section 6(c) below, shall use its reasonable best efforts to effect such
exchange and to permit the resale of Exchange Notes by Broker-Dealers that
tendered in the Exchange Offer Notes that such Broker-Dealer acquired for its
own account as a result of its market making activities or other trading
activities (other than Notes acquired directly from the Company or any of its
Affiliates) being sold in accordance with the intended method or methods of
distribution thereof, and shall comply with all of the following provisions:

                (i) If, following the date hereof there has been announced a
        change in Commission policy with respect to exchange offers such as the
        Exchange Offer, that in the reasonable opinion of counsel to the Company
        raises a substantial question as to whether the Exchange Offer is
        permitted by applicable federal law, the Company hereby agrees to seek a
        no-action letter or other favorable decision from the Commission,
        including oral advice from the staff of the Commission, allowing the
        Company to Consummate an Exchange Offer for such Transfer Restricted
        Securities. The Company hereby agrees to pursue the issuance of such a
        decision to the Commission staff level but shall not be required to take
        commercially unreasonable action to effect a change of Commission
        policy. In connection with the foregoing, the Company hereby agrees to
        take all such other actions as may be requested by the Commission or
        otherwise required in connection with the issuance of such decision,
        including without limitation (A) participating in telephonic conferences
        with the Commission, (B) delivering to the Commission staff an analysis
        prepared by counsel to the Company setting forth the legal bases, if
        any, upon which such counsel has concluded that such an Exchange Offer
        should be permitted and (C) diligently pursuing a resolution (which need
        not be favorable) by the Commission staff.

                (ii) As a condition to its participation in the Exchange Offer,
        each Holder of Transfer Restricted Securities (including, without
        limitation, any Holder who is a Broker Dealer) shall furnish, upon the
        request of the Company, prior to the Consummation of the Exchange Offer,
        a written representation to the Company (which may be contained in the
        letter of transmittal contemplated by the Exchange Offer Registration
        Statement), to the effect that (A) it is not an Affiliate of the Company
        (B) it is not engaged in, and does not intend to engage in, and has no
        arrangement or understanding with any person to participate in, a
        distribution of the Exchange Notes to be issued in the Exchange Offer
        and (C) it is acquiring the Exchange Notes in its ordinary course of
        business. Each Holder using the Exchange Offer to participate in a
        distribution of the Exchange Notes hereby acknowledges and agrees that,
        if the resales are of Exchange Notes obtained by


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        such Holder in exchange for Notes acquired directly from the Company or
        an Affiliate thereof, it (1) could not, under Commission policy as in
        effect on the date of this Agreement, rely on the position of the
        Commission enunciated in Morgan Stanley and Co., Inc. (available June 5,
        1991) and Exxon Capital Holdings Corporation (available May 13, 1988),
        as interpreted in the Commission's letter to Shearman & Sterling dated
        July 2, 1993, and similar no-action letters (including, if applicable,
        any no-action letter obtained pursuant to clause (i) above), and (2)
        must comply with the registration and prospectus delivery requirements
        of the Act in connection with a secondary resale transaction and that
        such a secondary resale transaction must be covered by an effective
        registration statement containing the selling security holder
        information required by Item 507 or 508, as applicable, of Regulation
        S-K.

                (iii) Prior to the effectiveness of the Exchange Offer
        Registration Statement, the Company shall provide a supplemental letter
        to the Commission (A) stating that the Company is registering the
        Exchange Offer in reliance on the position of the Commission enunciated
        in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan
        Stanley and Co., Inc. (available June 5, 1991) as interpreted in the
        Commission's letter to Shearman & Sterling dated July 2, 1993, and, if
        applicable, any no-action letter obtained pursuant to clause (i) above,
        (B) including a representation that the Company has not entered into any
        arrangement or understanding with any Person to distribute the Exchange
        Notes to be received in the Exchange Offer and that, to the best of the
        Company's information and belief, each Holder participating in the
        Exchange Offer is acquiring the Exchange Notes in its ordinary course of
        business and has no arrangement or understanding with any Person to
        participate in the distribution of the Exchange Notes received in the
        Exchange Offer and (C) any other undertaking or representation required
        by the Commission as set forth in any no-action letter obtained pursuant
        to clause (i) above, if applicable.

        (b) Shelf Registration Statement. In connection with the Shelf
Registration Statement, the Company shall comply with all the provisions of
Section 6(c) below and shall use its reasonable best efforts to effect such
registration to permit the sale of the Transfer Restricted Securities being sold
in accordance with the intended method or methods of distribution thereof (as
indicated in the information furnished to the Company pursuant to Section 4(b)
hereof), and pursuant thereto the Company will prepare and file with the
Commission a Registration Statement relating to the registration on any
appropriate form under the Act, which form shall be available for the sale of
the Transfer Restricted Securities in accordance with the intended method or
methods of distribution thereof within the time periods and otherwise in
accordance with the provisions hereof.

        (c) General Provisions. In connection with any Registration Statement
and any related Prospectus required by this Agreement, the Company shall:

                (i) use its reasonable best efforts to keep such Registration
        Statement continuously effective and provide all requisite financial
        statements for the period specified in Section 3 or 4 of this Agreement,
        as applicable. Upon the occurrence of any


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        event that would cause any such Registration Statement or the Prospectus
        contained therein (A) to contain a material misstatement or omission or
        (B) not to be effective and usable for the resale of Transfer Restricted
        Securities during the period required by this Agreement, the Company
        shall file promptly an appropriate amendment to such Registration
        Statement curing such defect, and, if Commission review is required, use
        its best efforts to cause such amendment to be declared effective as
        soon as reasonably practicable thereafter.

                (ii) prepare and file with the Commission such amendments and
        post-effective amendments to the applicable Registration Statement as
        may be necessary to keep such Registration Statement effective for the
        applicable period set forth in Section 3 or 4 hereof, as the case may
        be, or such shorter period as will terminate when all Transfer
        Restricted Securities covered by such Registration Statement have been
        exchanged or sold or until such Transfer Restricted Securities no longer
        constitute Transfer Restricted Securities or are no longer outstanding;
        cause the Prospectus to be supplemented by any required Prospectus
        supplement, and as so supplemented to be filed pursuant to Rule 424
        under the Act, and to comply fully with Rules 424, 430A and 462, as
        applicable, under the Act in a timely manner; and comply with the
        provisions of the Act with respect to the disposition of all securities
        covered by such Registration Statement during the applicable period in
        accordance with the intended method or methods of distribution by the
        sellers thereof set forth in such Registration Statement or supplement
        to the Prospectus;

                (iii) advise the selling Holders promptly and, if requested by
        such Persons, confirm such advice in writing, (A) when the Prospectus or
        any Prospectus supplement or post-effective amendment has been filed,
        and, with respect to any applicable Registration Statement or any
        post-effective amendment thereto, when the same has become effective,
        (B) of any request by the Commission for amendments to the Registration
        Statement or amendments or supplements to the Prospectus or for
        additional information relating thereto, in each case, after the
        Commission has declared the Registration Statement effective, (C) of the
        issuance by the Commission of any stop order suspending the
        effectiveness of the Registration Statement under the Act or of the
        suspension by any state securities commission of the qualification of
        the Transfer Restricted Securities for offering or sale in any
        jurisdiction, or the initiation of any proceeding for any of the
        preceding purposes, or (D) of the existence of any fact or the happening
        of any event that makes any statement of a material fact made in the
        Registration Statement, the Prospectus, any amendment or supplement
        thereto or any document incorporated by reference therein untrue, or
        that requires the making of any additions to or changes in the
        Registration Statement in order to make the statements therein not
        misleading, or that requires the making of any additions to or changes
        in the Prospectus in order to make the statements therein, in the light
        of the circumstances under which they were made, not misleading. If at
        any time the Commission shall issue any stop order suspending the
        effectiveness of the Registration Statement, or any state securities
        commission or other regulatory authority shall issue an order suspending
        the qualification or exemption from qualification of the Transfer
        Restricted Securities under state securities or Blue Sky laws,


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        the Company shall use its best efforts to obtain the withdrawal or
        lifting of such order at the earliest practicable time;

                (iv) subject to Section 6(c)(i), if any fact or event
        contemplated by Section 6(c)(iii)(D) above shall exist or have occurred,
        prepare a supplement or post-effective amendment to the Registration
        Statement or related Prospectus or any document incorporated therein by
        reference or file any other required document so that, as thereafter
        delivered to the purchasers of Transfer Restricted Securities, the
        Prospectus will not contain an untrue statement of a material fact or
        omit to state any material fact necessary to make the statements
        therein, in the light of the circumstances under which they were made,
        not misleading;

                (v) furnish to the Initial Purchasers and each selling Holder
        named in any Registration Statement or Prospectus in connection with
        such sale, if any, before filing with the Commission, copies of any
        Registration Statement or any Prospectus included therein or any
        amendments or supplements to any such Registration Statement or
        Prospectus (including all documents incorporated by reference, if
        requested by such person), which documents will be subject to the review
        and comment of such Holders in connection with such sale, if any, for a
        period of at least five Business Days, and the Company will not file any
        such Registration Statement or Prospectus or any amendment or supplement
        to any such Registration Statement or Prospectus (including all such
        documents incorporated by reference, if requested by such person) to
        which the selling Holders of the Transfer Restricted Securities covered
        by such Registration Statement in connection with such sale, if any,
        shall reasonably object within five Business Days after the receipt
        thereof. A selling Holder shall be deemed to have reasonably objected to
        such filing if such Registration Statement, amendment, Prospectus or
        supplement, as applicable, as proposed to be filed, contains a material
        misstatement or omission or fails to comply with the applicable
        requirements of the Act;

                (vi) promptly prior to the filing of any document that is to be
        incorporated by reference into a Shelf Registration Statement, if
        requested by any selling Holders within five Business Days after receipt
        of notification thereof from the Company, provide copies of such
        document to such selling Holders in connection with such sale, if any,
        make the Company's representatives available for discussion of such
        document and other customary due diligence matters, and include such
        information in such document prior to the filing thereof as such selling
        Holders may reasonably request;

                (vii) make available at reasonable times for inspection by the
        selling Holders participating in any disposition pursuant to a Shelf
        Registration Statement and any attorney or accountant retained by such
        selling Holders, all financial and other records, pertinent corporate
        documents of the Company and cause the Company's officers, directors and
        employees to supply all information reasonably requested by any such
        selling Holder, attorney or accountant in connection with such
        Registration Statement or any post-effective amendment thereto
        subsequent to the filing thereof and prior to its effectiveness;


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                (viii) if requested by any selling Holders in connection with
        such sale, if any, promptly include in any Registration Statement or
        Prospectus, pursuant to a supplement or post-effective amendment if
        necessary, such information as such selling Holders may reasonably
        request to have included therein, including, without limitation,
        information relating to the "Plan of Distribution" of the Transfer
        Restricted Securities; and make all required filings of such Prospectus
        supplement or post-effective amendment as soon as practicable after the
        Company is notified of the matters to be included in such Prospectus
        supplement or post-effective amendment;

                (ix) furnish to each selling Holder in connection with such
        sale, if any, without charge, at least one copy of the Registration
        Statement, as first filed with the Commission, and of each amendment
        thereto, including all documents incorporated by reference therein and
        all exhibits (including exhibits incorporated therein by reference);

                (x) deliver to each selling Holder, without charge, as many
        copies of the Prospectus (including each preliminary prospectus) and any
        amendment or supplement thereto as such Persons reasonably may request;
        the Company hereby consents to the use (in accordance with law) of the
        Prospectus and any amendment or supplement thereto by each of the
        selling Holders in connection with the offering and the sale of the
        Transfer Restricted Securities covered by the Prospectus or any
        amendment or supplement thereto;

                (xi) upon the request of any selling Holder, enter into such
        agreements (including underwriting agreements) and make such
        representations and warranties and take all such other actions in
        connection therewith in order to expedite or facilitate the disposition
        of the Transfer Restricted Securities pursuant to any applicable
        Registration Statement contemplated by this Agreement, all to such
        extent as may be reasonably acceptable to the Company and as may be
        reasonably requested by any Holder of Transfer Restricted Securities in
        connection with any sale or resale pursuant to any applicable
        Registration Statement contemplated by this Agreement and in such
        connection, the Company shall:

                    (A) upon request of any selling Holder, furnish (or in the
                case of paragraphs (2) and (3), use its best efforts to cause to
                be furnished) to each selling Holder, upon the effectiveness of
                the Shelf Registration Statement:

                         (1) a certificate, dated such date, signed on behalf of
                    the Company by (x) the Chief Executive Officer, President or
                    any Vice President and (y) a principal financial or
                    accounting officer of the Company confirming, as of the date
                    thereof, the matters set forth in paragraph (e) of Section 6
                    of the Purchase Agreement and such other similar matters as
                    the selling Holders may reasonably request;

                         (2) opinions, dated such date, of counsel for the
                    Company covering matters similar to those set forth in
                    paragraphs (a), (b) and (c) of Section 6 of the Purchase
                    Agreement and such other matters as the selling Holders may
                    reasonably


                                       12


<PAGE>   13
                    request, and in any event including a statement
                    substantially to the effect that certain such counsel has
                    participated in conferences with certain officers and
                    employees of the Company and representatives of the
                    independent public accountants for the Company at which the
                    contents of such Registration Statement and the related
                    Prospectus were discussed, although such counsel has not
                    independently verified the accuracy, completeness or
                    fairness of such statements; and that such counsel advises
                    that, on the basis of the foregoing, they have no reason to
                    believe that any facts came to such counsel's attention that
                    caused such counsel to believe that the applicable
                    Registration Statement, at the time such Registration
                    Statement or any post-effective amendment thereto became
                    effective and, in the case of the Exchange Offer
                    Registration Statement, as of the date of Consummation of
                    the Exchange Offer, contained an untrue statement of a
                    material fact or omitted to state a material fact necessary
                    in order to make the statements therein, in the light of the
                    circumstances under which they were made, not misleading,
                    subject to certain specified exceptions, or that the
                    Prospectus contained in such Registration Statement as of
                    its date and, in the case of the opinion dated the date of
                    Consummation of the Exchange Offer, as of the date of
                    Consummation, contained any untrue statement of a material
                    fact or omitted to state any material fact necessary in
                    order to make the statements therein, in the light of the
                    circumstances under which they were made, not misleading.
                    Without limiting the foregoing, such counsel may state
                    further that such counsel assumes no responsibility for, and
                    has not independently verified, the accuracy, completeness
                    or fairness of the financial statements, notes and schedules
                    and other financial or statistical data or the statements
                    with respect to regulation of telecommunications activities
                    included in any Registration Statement contemplated by this
                    Agreement or the related Prospectus; and

                         (3) a customary comfort letter, dated such date, from
                    the Company's independent accountants, in the customary form
                    and covering matters of the type customarily covered in
                    comfort letters to underwriters in connection with
                    underwritten offerings, and affirming the matters set forth
                    in the comfort letters delivered pursuant to Section 6(i) of
                    the Purchase Agreement; and

                    (B) deliver such other documents and certificates as may be
                reasonably requested by the selling Holders to evidence
                compliance with clause (A) above and with any customary
                conditions contained in the any agreement entered into by the
                Company pursuant to this clause (xi);

                (xii) prior to any public offering of Transfer Restricted
        Securities, cooperate with the selling Holders and their counsel in
        connection with the registration and qualification of the Transfer
        Restricted Securities under the securities or Blue Sky laws of such
        jurisdictions as the selling Holders may reasonably request and do any
        and all other acts or things necessary or advisable to enable the
        disposition in such jurisdictions of the Transfer Restricted Securities
        covered by the applicable Registration Statement; provided, however,
        that the Company shall not be required to register or qualify as a


                                       13


<PAGE>   14
        foreign corporation where it is not now so qualified or to take any
        action that would subject it to the service of process in suits or to
        taxation, other than as to matters and transactions relating to the
        Registration Statement, in any jurisdiction where it is not now so
        subject;

                (xiii) issue, upon the request of any Holder of Notes covered by
        any Shelf Registration Statement contemplated by this Agreement,
        Exchange Notes having an aggregate principal amount equal to the
        aggregate principal amount of Notes surrendered to the Company by such
        Holder in exchange therefor or being sold by such Holder; such Exchange
        Notes to be registered in the name of such Holder or in the name of the
        purchaser(s) of such Exchange Notes, as the case may be; in return, the
        Notes held by such Holder shall be surrendered to the Company for
        cancellation;

                (xiv) in connection with any sale of Transfer Restricted
        Securities that will result in such securities no longer being Transfer
        Restricted Securities, cooperate with the selling Holders to facilitate
        the timely preparation and delivery of certificates representing
        Transfer Restricted Securities to be sold and not bearing any
        restrictive legends; and to register such Transfer Restricted Securities
        in such denominations (which denominations shall be of $1,000 and
        integral multiples thereof) and such names as the selling Holders may
        request at least two Business Days prior to such sale of Transfer
        Restricted Securities;

                (xv) use its best efforts to cause the disposition of the
        Transfer Restricted Securities covered by the Registration Statement to
        be registered with or approved by such other governmental agencies or
        authorities as may be necessary to enable the seller or sellers thereof
        to consummate the disposition of such Transfer Restricted Securities,
        subject to the proviso contained in clause (xii) above;

                (xvi) provide a CUSIP number for all Transfer Restricted
        Securities not later than the effective date of a Registration Statement
        covering such Transfer Restricted Securities and provide the Trustee
        under the Indenture with certificates for the Transfer Restricted
        Securities which are in a form eligible for deposit with the Depository
        Trust Company;

                (xvii) otherwise use its best efforts to comply with all
        applicable rules and regulations of the Commission, and make generally
        available to Holders with regard to any applicable Registration
        Statement, as soon as practicable, a consolidated earnings statement
        meeting the requirements of Rule 158 under the Act (which need not be
        audited) covering a twelve-month period beginning after the effective
        date of the Registration Statement (as such term is defined in paragraph
        (c) of Rule 158 under the Act);

                (xviii) make appropriate officers of the Company available to
        the selling Holders pursuant to a Shelf Registration Statement for
        meetings with prospective purchasers of the Transfer Restricted
        Securities; and


                                       14


<PAGE>   15
                (xix) if the Notes are being included in any Registration
        Statement, cause the Indenture to be qualified under the TIA not later
        than the effective date of the first Registration Statement required by
        this Agreement and, in connection therewith, cooperate with the Trustee
        and the Holders to effect such changes to the Indenture as may be
        required for the Indenture to be so qualified in accordance with the
        terms of the TIA; and execute and use its best efforts to cause the
        Trustee to execute all documents that may be required to effect such
        changes and all other forms and documents required to be filed with the
        Commission to enable such Indenture to be so qualified in a timely
        manner; and

                (xx) provide promptly to each Holder upon request each document
        filed with the Commission pursuant to the requirements of Section 13 or
        Section 15(d) of the Exchange Act.

        (d) Restrictions on Holders. Each Holder agrees by acquisition of a
Transfer Restricted Security that, upon receipt of the notice referred to in
Section 6(c)(i) or any notice from the Company of the existence of any fact of
the kind described in Section 6(c)(iii)(D) hereof (in each case, a "Suspension
Notice"), such Holder will forthwith discontinue disposition of Transfer
Restricted Securities pursuant to the applicable Registration Statement until
(i) such Holder has received copies of the supplemented or amended Prospectus
contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in
writing by the Company that the use of the Prospectus may be resumed, and has
received copies of any additional or supplemental filings that are incorporated
by reference in the Prospectus (in each case, the "Recommencement Date"). Each
Holder receiving a Suspension Notice hereby agrees that it will either (i)
destroy any Prospectuses, other than permanent file copies, then in such
Holder's possession which have been replaced by the Company with more recently
dated Prospectuses or (ii) deliver to the Company (at the Company's expense) all
copies, other than permanent file copies, then in such Holder's possession of
the Prospectus covering such Transfer Restricted Securities that was current at
the time of receipt of the Suspension Notice. In the event the Company shall
deliver a Suspension Notice, the time period regarding the effectiveness of such
Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall
be extended by a number of days equal to the number of days in the period from
and including the date of delivery of the Suspension Notice to the date of
delivery of the Recommencement Date.

SECTION 7. REGISTRATION EXPENSES

        (a) All expenses incident to the Company's performance of or compliance
with this Agreement shall be borne by the Company regardless of whether a
Registration Statement becomes effective, including without limitation: (i) all
registration and filing fees and expenses; (ii) all fees and expenses of
compliance with federal securities and state securities or Blue Sky laws; (iii)
all expenses of printing (including printing certificates for the Exchange Notes
to be issued in the Exchange Offer and printing of Prospectuses), messenger and
delivery services and telephone; (iv) all fees and disbursements of counsel for
the Company and in accordance with Section 7(b) below, the Holders of Transfer
Restricted Securities; (v) all fees and disbursements of independent certified
public accountants of the Company (including the expenses of any special audit
and comfort letters required by or incident to such performance); and (vi) fees
and


                                       15


<PAGE>   16
expenses of the Trustee and any exchange agent in the Exchange Offer, including
the fees and expenses of each of their counsel.

        The Company will, in any event, bear its internal expenses (including,
without limitation, all salaries and expenses of their respective officers and
employees performing legal or accounting duties), the expenses of any annual
audit and the fees and expenses of any Person, including special experts,
retained by the Company.

        (b) In connection with any Registration Statement required by this
Agreement (including, without limitation, the Exchange Offer Registration
Statement and the Shelf Registration Statement), the Company will reimburse the
Initial Purchasers and the Holders of Transfer Restricted Securities being
tendered in the Exchange Offer and/or resold pursuant to the "Plan of
Distribution" contained in the Exchange Offer Registration Statement or
registered pursuant to the Shelf Registration Statement, as applicable, for the
reasonable fees and disbursements of not more than one counsel, who shall be
Sullivan & Cromwell, unless another firm shall be chosen by the Holders of a
majority in principal amount of the Transfer Restricted Securities for whose
benefit such Registration Statement is being prepared.

SECTION 8. INDEMNIFICATION AND CONTRIBUTION.

               (a) The Company agrees to indemnify and hold harmless (i) each
Holder, (ii) the directors, officers, employees and agents of each Holder and
(iii) each person who controls any Holder within the meaning of either the Act
or the Exchange Act (any person referred to in clause (i), (ii) or (iii) may
hereinafter be referred to as an "Indemnified Holder") against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or other Federal or
state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement, preliminary prospectus or
Prospectus or any information provided by the Company to any Holder or
prospective purchaser of Exchange Notes, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, and agree to reimburse each such
indemnified party, as incurred, for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that the Company will not
be liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission (i) made in any Registration
Statement, preliminary prospectus or Prospectus, or in any amendment thereof or
supplement thereto, in reliance upon and in conformity with written information
furnished to the Company by any Holder specifically for inclusion therein or
(ii) made in any preliminary prospectus, if such untrue statement or omission or
alleged omission made in such preliminary prospectus is eliminated or remedied
in the Prospectus relating to it (as amended or supplemented, as applicable) and
a copy of such Prospectus shall not have been furnished to the person alleging
such loss, claim, damage or


                                       16


<PAGE>   17
liability as required under applicable law. This indemnity agreement will be in
addition to any liability which the Company may otherwise have.

               (b) Each Holder of Transfer Restricted Securities severally
agrees to indemnify and hold harmless the Company, its directors, officers,
employees and agents and each person who controls the Company within the meaning
of either the Act or the Exchange Act, to the same extent as the foregoing
indemnity from the Company to each of the Indemnified Holders, but only with
reference to written information relating to such Indemnified Holder furnished
to the Company by such Indemnified Holder specifically for inclusion in any
Registration Statement, preliminary prospectus or Prospectus (or in any
amendment or supplement thereto). This indemnity agreement will be in addition
to any liability which any Indemnified Holder may otherwise have.

               (c) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 8, notify the indemnifying party in writing of the
commencement thereof; but the failure to so notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure results
in the forfeiture by the indemnifying party of substantial rights and defenses
and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above. The indemnifying party shall be entitled
to appoint counsel of the indemnifying party's choice at the indemnifying
party's expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be reasonably satisfactory to the
indemnified party. Notwithstanding the indemnifying party's election to appoint
counsel to represent the indemnified party in an action, the indemnified party
shall have the right to employ separate counsel (including local counsel), and
the indemnifying party shall bear the reasonable fees, costs and expenses of
such separate counsel if (i) the use of counsel chosen by the indemnifying party
to represent the indemnified party would present such counsel with a conflict of
interest, (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, (iii) the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after notice of the institution of such action or (iv) the indemnifying
party shall authorize the indemnified party to employ separate counsel at the
expense of the indemnifying party. It is understood that the indemnifying party
shall not, in connection with any proceeding or related proceeding in the same
jurisdiction, be liable for the fees and expenses of more than one separate firm
(in addition to any local counsel) for all indemnified parties, and that all
such fees and expenses shall be reimbursed as they are incurred. Any such
separate firm for the Indemnified Holder and such control persons shall be
designated in writing by a majority of the Indemnified Holders and any such
separate firm of the Company,


                                       17


<PAGE>   18
its directors, its officers and such control persons of the Company shall be
designated in writing by the Company. An indemnifying party will not, without
the prior written consent of the indemnified parties, settle, compromise or
consent to the entry of any judgment with respect to any pending or threatened
claim, action, suit or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified parties are
actual or potential parties to such claim or action) unless such settlement,
compromise or consent includes an unconditional release of each indemnified
party from all liability arising out of such claim, action, suit or proceeding.

               (d) In the event that the indemnity provided in paragraph (a) or
(b) of this Section 8 is unavailable to hold harmless an indemnified party for
any reason, the Company and the Holders agree to contribute to the aggregate
losses, claims, damages and liabilities (including legal or other expenses
reasonably incurred in connection with investigating or defending same)
(collectively "Losses") to which the Company and one or more of the Holders may
be subject in such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand, and by the Indemnified Holders, on the
other hand, from the sale of Transfer Restricted Securities; provided, however,
that in no case shall any Holder (except as may be provided in any agreement
among the Holders relating to the sale of its Transfer Restricted Securities) be
responsible for any amount in excess of the amount by which the total received
by such Holder with respect to its sale of Transfer Restricted Securities
pursuant to a Registration Statement exceeds the sum of (A) the amount paid to
such Holder for such Transfer Restricted Securities plus (B) the amount of any
damages which such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. If the
allocation provided by the immediately preceding sentence is unavailable for any
reason, the Company and the Indemnified Holder shall contribute in such
proportion as is appropriate to reflect not only such relative benefits but also
the relative fault of the Company, on the one hand, and of the Indemnified
Holder, on the other hand, in connection with the statements or omissions which
resulted in such Losses as well as any other relevant equitable considerations.
Relative fault shall be determined by reference to whether any alleged untrue
statement or omission relates to information provided by either the Company or
the Holders and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The Company
and each Holder agree that it would not be just and equitable if contribution
were determined by pro rata allocation or any other method of allocation which
does not take account of the equitable considerations referred to above.
Notwithstanding the provisions of this paragraph (d), no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 8, each person who
controls a Holder within the meaning of either the Act or the Exchange Act and
each director, officer, employee and agent of a Holder shall have the same
rights to contribution as such Holder, and each person who controls the Company
within the meaning of either the Act or the Exchange Act and each officer and
director of the Company, shall have the same rights to contribution as the
Company, subject in each case to the applicable terms and conditions of this
paragraph (d). The remedies provided in this Section 8 are not exclusive and
shall not limit any rights or remedies which may otherwise be available to any
indemnified party at law or in equity.


                                       18


<PAGE>   19
SECTION 9. RULE 144A

        The Company hereby agrees with each Holder, for so long as any Transfer
Restricted Securities remain outstanding and during any period in which the
Company is not subject to Section 13 or 15(d) of the Exchange Act, to make
available, upon request of any Holder of Transfer Restricted Securities, to any
Holder or beneficial owner of Transfer Restricted Securities in connection with
any sale thereof and any prospective purchaser of such Transfer Restricted
Securities designated by such Holder or beneficial owner, the information
required by Rule 144A(d)(4) under the Act in order to permit resales of such
Transfer Restricted Securities pursuant to Rule 144A.

SECTION 10. MISCELLANEOUS

        (a) Remedies. The Company acknowledges and agrees that any failure by
the Company to comply with its obligations under Sections 3 and 4 hereof may
result in material irreparable injury to the Initial Purchasers or the Holders
for which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of any such
failure, any Initial Purchaser or any Holder may obtain such relief as may be
required to specifically enforce the Company's obligations under Sections 3 and
4 hereof. The Company further agrees to waive the defense in any action for
specific performance that a remedy at law would be adequate.

        (b) No Inconsistent Agreements. The Company shall not, on or after the
date of this Agreement, enter into any agreement with respect to its securities
that is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent with
the rights granted to the holders of the Company's securities under any
agreement in effect on the date hereof.

        (c) Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures from
the provisions hereof may not be given unless (i) in the case of Section 5
hereof and this Section 10(c)(i), the Company has obtained the written consent
of the Holders of all outstanding Transfer Restricted Securities and (ii) in the
case of all other provisions hereof, the Company has obtained the written
consent of the Holders of a majority of the outstanding principal amount of
Transfer Restricted Securities (excluding Transfer Restricted Securities held by
the Company or its Affiliates). Notwithstanding the foregoing, a waiver or
consent to departure from the provisions hereof that relates exclusively to the
rights of Holders whose securities are being tendered pursuant to the Exchange
Offer or registered pursuant to the Shelf Registration Statement and that does
not affect, directly or indirectly, the rights of other Holders whose securities
are not being tendered pursuant to such Exchange Offer or registered pursuant to
the Shelf Registration Statement may be given by the Holders of a majority of
the outstanding principal amount of Transfer Restricted Securities subject to
such Exchange Offer or such Shelf Registration Statement, as applicable.


                                       19


<PAGE>   20
        (d) Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company on the one
hand, and the Initial Purchasers, on the other hand, and shall have the right to
enforce such agreements directly to the extent they may deem such enforcement
necessary or advisable to protect their rights or the rights of Holders
hereunder.

        (e) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telecopier, or air courier
guaranteeing overnight delivery:

                (i) if to a Holder, at the address set forth on the records of
        the Registrar under the Indenture, with a copy to the Registrar under
        the Indenture; and

                (ii) if to the Company and the Guarantors:

                     Asia Global Crossing Ltd.
                     Wessex House
                     45 Reid Street
                     Hamilton HM12 Bermuda
                     Telecopier No.:  (441) 296-8606
                     Attention:  Secretary of the Company

                     With a copy to:

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

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

        Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address specified in the Indenture.

        (f) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties hereto,
including, without limitation, and without the need for an express assignment,
subsequent Holders of Transfer Restricted Securities; provided, that nothing
herein shall be deemed to permit any assignment, transfer or other disposition
of Transfer Restricted Securities in violation of the terms hereof or of the
Purchase Agreement or the Indenture. If any transferee of any Holder shall
acquire Transfer Restricted Securities in any manner, whether by operation of
law or otherwise, such Transfer Restricted Securities shall be held subject to
all of the terms of this Agreement, and by


                                       20


<PAGE>   21
taking and holding such Transfer Restricted Securities, such Person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement, including the restrictions on resale set
forth in this Agreement and, if applicable, the Purchase Agreement, and such
Person shall be entitled to receive the benefits hereof.

        (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

        (h) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

        (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

        (j) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

        (k) Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.

        (l) Consent to Jurisdiction and Service. To the fullest extent permitted
by applicable law, the Company hereby irrevocably submits to the jurisdiction of
any Federal or State court located in the Borough of Manhattan in The City of
New York, New York in any suit, action or proceeding based on or arising out of
or relating to this Agreement or any Notes or Exchange Notes, and irrevocably
agrees that all claims in respect of such suit or proceeding may be determined
in any such court. The Company irrevocably waives to the fullest extent
permitted by law, any objection which it may have to the laying of the venue of
any such suit, action or proceeding brought in such a court and any claim that
any suit, action or proceeding brought in such a court has been brought in an
inconvenient forum. The Company agrees that final judgment in any such suit,
action or proceeding brought in such a court shall be conclusive and binding
upon the Company and may be enforced in the courts of Bermuda (or any other
courts to the jurisdiction of which the Company is subject) by a suit upon such
judgment, provided that service of process is effected upon the Company in the
manner specified herein or as otherwise permitted by law. The Company hereby
irrevocably designate and appoint CT Corporation System, 1633 Broadway - 23rd
Floor, New York, New York (the "Process Agent"), as the


                                       21


<PAGE>   22
authorized agent of the Company upon whom process may be served in any such suit
or proceeding, it being understood that the designation and appointment of the
Process Agent as such authorized agent shall become effective immediately
without any further action on the part of the Company. The Company hereby
represents to each Initial Purchaser that they have notified the Process Agent
of such designation and appointment and that the Process Agent has accepted the
same in writing. The Company hereby irrevocably authorizes and directs the
Process Agent to accept such service. The Company further agrees that service of
process upon the Process Agent and written notice of said service to the Company
mailed by prepaid registered first class mail or delivered to the Process Agent
at its principal office, shall be deemed in every respect effective service of
process upon the Company in any such suit or proceeding. Nothing herein shall
affect the right of any Initial Purchaser or any person controlling any Initial
Purchaser to serve process in any other matter permitted by law. The Company
further agrees to take any and all action, including the execution and filing of
any and all such documents and instruments as may be necessary to continue such
designation and appointment of the Process Agent in full force and effect so
long as the Company has any outstanding obligations under this Agreement, the
Notes, the Exchange Notes or the Indenture. To the extent that the Company has
or hereafter may acquire any immunity from jurisdiction of any court or from any
legal process (whether through service of note, attachment prior to judgment,
attachment in aid of execution, executor or otherwise) with respect to itself or
its property, the Company hereby irrevocably waives such immunity in respect of
its obligations under this Agreement, to the extent permitted by law.



             [Registration Rights Agreement Signature Pages Follow]


                                       22


<PAGE>   23
        IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                             Asia Global Crossing Ltd.


                             By:    /s/ CHARLES F. CARROLL
                                -----------------------------------------------
                                Name:  Charles F. Carroll
                                Title:  Senior Vice President & General Counsel






The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.

Chase Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Deutsche Bank Securities Inc.
Goldman, Sachs & Co.
Salomon Smith Barney Inc.
ABN AMRO Incorporated
Barclays Capital Inc.


Chase Securities Inc.


By:     /s/ CHRISTOPHER M. BOEGE
   -------------------------------
    Name:Christopher M. Boege
    Title:  Vice President